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EXHIBIT 10.206
ADMINISTRATIVE SERVICES AGREEMENT
THIS ADMINISTRATIVE SERVICES AGREEMENT ("Agreement") dated as of the
16th day of June, 2000, is made by and among Bluegreen/Big Cedar Vacations, LLC,
a Delaware limited liability company ("BC") and Bluegreen Vacations Unlimited,
Inc., a Florida corporation ("BGV").
R E C I T A L S:
WHEREAS, BC is in the business of developing, marketing and selling a
vacation timeshare resort located in Taney County, Missouri, commonly referred
to as Big Cedar Resort Club;
WHEREAS, BC and BGV wish to enter into this Agreement for the providing
of certain services by BGV to BC;
NOW, THEREFORE, in consideration of the foregoing, and the
representations, warranties, covenants and agreements set forth in this
Agreement, the parties hereto agree as follows:
1. PARTIES. BC and BGV are each referred to herein as Party, and
collectively as Parties.
2. SERVICES TO BE PROVIDED. In consideration of the fee set forth in
paragraph 5 hereinbelow, BGV agrees to perform the following services for the
benefit of BC:
(a) Hiring, firing and setting compensation for the BC's
employees and managers in accordance with the approved budget, excepting the
General Manager, who shall be employed in accordance with the Operating
Agreement of BC.
(b) Performing business functions of BC as respects the use of
internal accounting, management information and human resources.
(c) Supervising marketing and sales closings.
(d) Providing and/or coordinating for the centralized
accounting, financing, legal, human resource, management information services,
budget preparation and management.
3. EXCEPTION FROM SERVICES. BGV shall not be responsible for providing,
and the Fee, as set forth hereinbelow, shall not be deemed to be compensation,
for any services provided by BGV for collecting or servicing purchaser notes,
which is the subject of an alternative agreement.
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4. OUTSIDE SERVICES. Any outside services, as opposed to in-house
services necessary to provide the foregoing services, including by way of
example and not limitation, legal, accounting, technological and similar
services, as may be provided from time to time by BGV to the benefit of BC,
shall be at the full cost and expense of BC. Available in-house staff will be
used when reasonably appropriate.
5. FEE. For the performance of the services hereunder, BC shall pay to
BGV or Bluegreen Corporation (as BGV may determine in its sole discretion), a
fee ("Fee") equal to three percent (3%) of the Annual Sales Volume of BC,
determined quarterly. "Annual Sales Volume," for purposes of this Agreement
shall mean the annual gross sales, less purchaser cancellation and defaults,
determined quarterly. The foregoing amount shall be paid on a quarter-annual
basis. The Fee shall be due and payable in arrears on the last day of each
fiscal quarter, and BC shall make such payment in full no later than twenty (20)
days after such date. At such time, in addition to payment of the Fee, BC shall
reimburse BGV within thirty (30) days of BC's receipt of an invoice, for BGV's
expenses incurred in connection with services performed on behalf of BC for use
of outside services, as set forth hereinabove, or outside and reimbursable
expenses as set forth hereinbelow.
6. EXPENSES. Except as provided by paragraph 8 of this Agreement,
expenses incurred by BGV representatives for travel to the BC timeshare project
in Missouri for the purpose of providing services for this Agreement, shall be
separately reimbursed to BGV at its cost in accordance with the annual budget of
BC. Additionally, BC shall reimburse BGV for allocated costs of and expenses to
BGV for overhead for employees and their benefits related to the Bass Pro Stores
primary to the LLC after such time as such Bass Pro Stores are activated for the
benefit of the LLC.
7. BREACH. In the event of breach of this Agreement by either Party,
each Party shall be entitled to all remedies at law or in equity available,
including remedies for collection of amounts due, or for equitable relief,
including any decree of specific performance of the terms of this Agreement.
8. DISPUTE RESOLUTION PROCEDURE. In the event of any dispute or
disagreement between BC and BGV hereunder, either party may give written
notification of such dispute or disagreement to the other. If such party giving
notice is BC, then the notice shall be given to Xxxxxx Xxxxxxx or the person
then performing the duties at BGV currently performed by Xxxxxx Xxxxxxx ("BGV
CEO"), and if such party giving notice is BGV, then notice shall be given to
Xxxx X. Xxxxxx or the person performing the duties at BC currently performed by
Xxxx X. Xxxxxx ("BC CEO") (collectively, the BGV CEO and the BC CEO being
referred to herein as the "CEOs"). The CEOs shall communicate with each other
promptly upon any notice, with a view to resolving this dispute or disagreement
within ninety (90) days of commencing any negotiations (or such extended periods
as the CEOs agree is appropriate in any such case). The foregoing shall be a
condition precedent to the applicability of the breach section as provided in
paragraph 7, hereinabove. During any period of such communications, all services
prior to any claimed breach shall continue without any alteration or
modification, except as acceptable to the party receiving such services.
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9. NOTICES. Any notice or other document to be given hereunder by any
party hereto to any other party hereto shall be in writing and delivered by
courier or by telecopy transmission or sent by any express mail service, postage
or fees prepaid:
If to BGV: Bluegreen Corporation
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Attn: Xx. Xxx Xxxxxxx
With a copy to: Xxxxxxxxx & Scavo, P.C.
0000 Xxxxxxxx Xxxx, X.X.
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxx X Xxxxx, Esq.
If to BC: Big Cedar, L.L.C.
0000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attn: Ms. Xxxx Xxxxxx
With a copy to: Xxxxxx & Xxxxxx
0000 Xxxx Xxxxxxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attn: J. Xxxxxxxxxxx Xxxxxx, Esq.
Or at such other address or number for a party as shall be specified by like
notice. Any notice which is delivered in the manner provided herein shall be
deemed to have been duly given to the party to whom it is directed upon actual
receipt by such party or its agent.
10. PARTIES BOUND BY AGREEMENT. The terms, conditions and obligations
of this Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective successors and assigns. Without the prior written
consent of the other party, no party hereto may assign such party's rights,
duties or obligations hereunder or any part thereof to any other person or
entity.
11. NUMBER; GENDER. Whenever the context so requires, the singular
number shall include the plural and the plural shall include the singular, and
the gender of any pronoun shall include the other genders.
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12. HEADINGS. The headings of this Articles and Sections of this
Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction hereof.
13. MODIFICATION AND WAIVER. Any of the terms or conditions of this
Agreement may be waived in writing at any time by the party which is entitled to
the benefits thereof. No waiver of any of the provisions of this Agreement shall
be deemed to or shall constitute a waiver of any other provision hereof.
14. CONSTRUCTION. This Agreement shall be construed in accordance with
and governed by the laws of the State of Missouri, exclusive of conflicts of
laws principles. No provision of this Agreement shall be construed against or
interpreted to the disadvantage of any party hereto by any court or other
governmental or judicial authority or by any board of arbitrators by reason of
such party or its counsel having or being deemed to have structured or drafted
such provision. Unless otherwise expressly provided herein, all references in
this Agreement to Section(s) shall refer to the Section(s) of this Agreement.
Time is of the essence of this Agreement.
15. NO LIMITATION. The Parties agree that the rights and remedies of
any Party under this Agreement shall not operate to limit any other rights and
remedies otherwise available to any Party under the Marketing Agreement or
otherwise.
16. SEVERABILITY. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction will, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of this Agreement, and any such
prohibition or unenforceability in any jurisdiction will not invalidate or
render unenforceable such provision in any other jurisdiction. To the extent
permitted by law, the Parties waive any provision of law which renders any such
provision prohibited or unenforceable in any respect.
17. TERM. This Agreement shall be for a term of ten (10) years from the
date set forth hereinabove.
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed as of the date first above written.
BLUEGREEN/BIG CEDAR VACATIONS, LLC, a
Delaware limited liability Company
By: Bluegreen Vacations Unlimited, Inc.,
a Florida Corporation
By: /s/ Xxxxxxx X. Xxxxxxx
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Print Name: Xxxxxxx X. Xxxxxxx
Title: President
By: Big Cedar, L.L.C., a Missouri
limited liability Company
By: Three Xxxxx Company, a Missouri
corporation
By: /s/ Xxxx X. Xxxxxx
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Print Name: Xxxx X. Xxxxxx
Title: Vice President Finance
BLUEGREEN VACATIONS UNLIMITED, INC. a
Florida Corporation
By: /s/ Xxxxxxx X. Xxxxxxx
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Print Name: Xxxxxxx X. Xxxxxxx
Title: President
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