October 28, 2002
Client Design Firm
Voyager Entertainment International, Inc. A.C.E. Architect Inc.
0000 Xxxx Xxxx Xxx. 0000 Xxxxx Xxxx.
Las Vegas, NV 89109 Sparks, NV 89434
Architectural Consulting Services Agreement
Project: Voyager, 0000 Xxx Xxxxx Xxxx., Xxx Xxxxx, XX, XXX: 000-00000-000 &
005
Scope/Intent and extent of Services: Provide Professional Architectural
Consulting Services for the preparation and preliminary design of drawings
and calculations for a Mixed Use Project consisting of approximately (1) 50
Story Hotel Tower, (1) 27 Story Hotel Tower, (1) 10 Story Hotel Tower, (1) 11
Story Hotel, 6 level Parking Garage, Convention Center, Casino & Basement.
These Design Drawings and Calculations will be submitted to Xxxxx County
Planning Department for issuance of a Special Use Permit.
Fee Arrangements: For consideration of services provided and to be provided
by the Design Firm and the Client shall cause to have issued to Design Firm
Common Stock totaling 600,000 (six hundred thousand) shares of Voyager
Entertainment International Incorporated show on the OTC Stock Exchange as
VEII. Issuance of Stock shall occur within 10 (ten) days of the date of this
agreement.
Special Conditions: Client to pay cost of blueprinting, reproducible and
shipping and any other cost directly related to the above mentioned project.
Invoice will be submitted for reimbursement. Reimbursements will be billed at
cost plus 10% percent handling fee.
Prepared by: Xxxx Xxxxxx, President A.C.E Architect Inc.
printed name/title
Offered by: Accepted by:
Xxxx Xxxxxx 10-28-02 Xxxxxxx Xxxxxxxx 10-28-02
signature date signature date
Xxxx X. Xxxxxx, President Xxxxxxx Xxxxxxxx
printed name/title printed name/title
A.C.E Architects Inc., Sparks, NV Voyager Entertainment
International Inc.
name of design professional firm name of client
TERMS AND CONDITIONS, page 2 of AGREEMENT
The firm shall perform the services outlined in this agreement for the stated
fee agreement.
Access To Site:
Unless otherwise stated, the Firm will have access to the site for activities
necessary for the performance of the services. The Firm will take precautions
to minimize damage due to these activities, but has not included in the fee
the cost of restoration of any resulting damage.
Dispute Resolution:
Any claims or disputes made during design, construction or post-construction
between the Client and Firm shall be submitted to non-binding mediation.
Client and Firm agree to include a similar mediation agreement with all
contractors, subcontractors, subconsultants, supplies and fabricators,
thereby providing for mediation as the primary method for dispute resolution
between parties.
Billing/Payments:
Invoices for the Firm's services shall be submitted, at the Firm's option,
either upon completion of such services or on a monthly basis. Invoices shall
be payable within 15 days after the invoice date. If the invoice is not paid
within 15 days, the Firm may, without waiving any claim or right against the
Client, and without liability whatsoever to the Client, terminate the
performance of the service. Retainers shall be credited on the final invoice.
Late Payments:
Accounts unpaid 30 days after the invoice date may be subject to a monthly
service charge of 1.5% (or the legal rate) on the unpaid balance. In the
event any portion or all of an account remains unpaid 60 days after the
billing, the Client shall pay all costs of collection, including reasonable
attorney's fees.
Indemnification:
The Client shall, to the fullest extent permitted by law, indemnify and hold
harmless the Firm, his or her officers, directors, employees, agents and
subconsultants from any and against all damage, liability and cost, including
reasonable attorney's fees and defense costs, arising out of or in any way
connected with the performance by any of the parties above named of the
services under this agreement, excepting only those damages, liabilities or
costs attributable to the sole negligence or willful misconduct of the Firm.
Certifications:
Guarantees and Warranties: The Firm shall not be required to execute any
document that would result in its certifying, guaranteeing and warranting the
existence of conditions whose existence the Firm cannot ascertain.
Limitation of Liability:
In recognition of the relative risks, rewards and benefits of the project to
both the Client and the Firm, the risks have been allocated such that the
Client agrees that, to the fullest extent permitted by law, the Firm's total
liability to the Client for any and all injuries, claims, losses, expenses,
damages or claim expenses arising out of this agreement from any cause or
causes, shall not exceed the architectural fees as stated under section, "Fee
arrangement". Such causes include, but are not limited to, the Firm's
negligence, errors, omissions, strict liability, breach of contract or breach
of warranty. The client agrees to the above terms by signing the acceptance
on page 2.
Termination of Services:
This agreement may be terminated by the Client or the Firm should the other
fail to perform its obligations hereunder. In the event of termination, the
Client shall pay the Firm for all services rendered to the date of
termination, all reimbursable expenses, and reimbursable termination
expenses.
Ownership of Documents:
Drawings and specifications for this project remain the property of A.C.E
Architects, Inc. Copies of these drawings & specifications retained by the
client may be utilized only for his use and for occupying the project for
which they are prepared and not for the construction of any other project.
These drawings may not be reproduced without the expressed written permission
of the Architect. NRS 623.780
Offered by: Accepted by:
Xxxx Xxxxxx 10-28-02 Xxxxxxx Xxxxxxxx 10-28-02
signature date signature date
