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EXHIBIT 10.17
ADMINISTRATIVE SERVICES AGREEMENT
THIS AGREEMENT is entered into as of the 1st day of April, 1997, by and
between Bird Creek Resources, Inc., ("BCR"), an Oklahoma corporation and
Continental Natural Gas, Inc., ("CNG") an Oklahoma corporation.
RECITALS
A. From time to time, BCR advances various expenses and/or provides
accounting and/or administrative services to CNG.
B. BCR and CNG desire to memorialize their agreement with respect to
the provision of services by BCR to CNG.
STATEMENT OF AGREEMENT
NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration this date paid by
each party to the other, the receipt and sufficiency of which are acknowledged
by execution of this Agreement, the parties hereto hereby agree as follows:
1. Services Provided by BCR.
(a) Nature of Services. BCR shall provide CNG with
accounting, clerical and administrative services as BCR and CNG shall
mutually agree from time to time.
(b) Payment for Services Provided by BCR. In return for the
services provided CNG shall pay BCR the following:
(i) Direct Expenses. An amount equal to all direct
expenses incurred by BCR on CNG's behalf, including but not
limited to photocopying charges and any and all other charges
which BCR can directly attribute to CNG's account;
(ii) Accounting, Clerical and Administrative Services
Expenses. An allocable portion of all salaries, employee
benefits, employment taxes (including FICA, FUTA and all other
employment related taxes), unemployment and disability insurance
and/or compensation with respect to BCR employees who perform
services for CNG.
For purposes of this paragraph 1(b), an "allocable portion" shall
mean that portion of such expenses which are attributable to CNG's usage
of the services of BCR's employees.
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2. Billing and Payment for Services Rendered by BCR.
(a) Invoices. Invoices for services rendered pursuant to
paragraph 1 above, shall be submitted by BCR to CNG on a monthly basis.
(b) Payment of Invoices. Each such invoice shall become due
and payable no later than the 15th day (the "Due Date") after the day on
which the invoice is submitted by BCR.
(c) Late Charges. In the event that payment is not received
by BCR on or before the Due Date, all unpaid balances shall accrue
interest at the rate of twelve percent (12%) per annum.
(d) Attorney Fees. In the event any action is brought to
enforce, or for the breach of, the payment provisions of this Agreement,
the prevailing party shall be entitled to recover its costs and
expenses, including a reasonable attorney's fee.
(e) Termination of Agreement. In the event payment is not
timely made pursuant to the terms of this paragraph 2, BCR may suspend
services and terminate this Agreement upon ten (10) days prior written
notice to CNG.
3. Term. This Agreement shall commence as of the date hereof and
shall continue until March 31, 1998; provided, however, the term of this
Agreement shall be automatically renewed month to month thereafter unless
either party shall give written notice to the other not less than thirty (30)
days prior to the expiration of the initial term of this Agreement or any
extension thereof.
4. Miscellaneous.
(a) Benefit. This Agreement shall be binding upon and insure
to the benefit of the parties hereto and their respective successors and
assigns. Nothing in this Agreement, expressed or implied, is intended
to confer upon any other person any rights or remedies under or by
reason of this Agreement.
(b) Construction. Every covenant, term and provisions of this
Agreement shall be construed simply according to its fair meaning and
not strictly for or against any party.
(c) Notice. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if
delivered in person, or, whether or not actually received, if deposited
in the United States mail, registered or certified mail, with sufficient
postage prepaid thereon, and addressed as follows:
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If to CNG: Continental Natural Gas, Inc.
1412 S. Boston, Suite 500
Tulsa, Oklahoma 74119
Attn: Garry D. Smith
If to BCR: Bird Creek Resources, Inc.
1412 S. Boston, Suite 550
Tulsa, Oklahoma 74119
Attn: H. Ric Hedges
or to such other address as CNG or BCR may have notified the other in
writing.
(d) Entire Agreement. This Agreement embodies the entire
understanding between the parties hereto and supersedes all prior
agreements and understandings relating to the subject matter hereof.
IN WITNESS WHEREOF, the parties have duly executed this agreement as of
the day and year first above written.
BIRD CREEK RESOURCES, INC.
By /s/ H. RIC HEDGES
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H. Ric Hedges, President
CONTINENTAL NATURAL GAS, INC.
By /s/ GARRY D. SMITH
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Garry D. Smith, Vice President
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