Document J36D9nN9yBqKjNMZ4vwMDooGe

DIRECT DIAL NUMBER 215-751-2480 Law Offices SCHXAJDKR, HABSISOJT, SKOAL ft liBWIS Suite 3600 1600 Market Street PHIIlADELPHIA, Pennsylvania 19103 ________ HIS-7S1-2000 TELECOPIER: HIS-7S1 -2HOS TELEX: S3-4HSO - cable: walew August 17, 1984 WASHINGTON office HU NINETEENTH STREET, N.W. WASHINGTON, O.C. 20036 202-483-2900 TO: FROM: MESSRS. AMBLER, TAYLOR, LAYTON, CEJUDO and COUTURE MR. KAHN I am enclosing a proposed Management Agreement between the Association and Inter-Associates, Inc. for 1985 for your review. The enclosed Agreement is virtually identical to the 1984 Agreement. I anticipate that it would be signed at the Board Meeting on September 20, 1984 in Washington, if it meets with your approval. If you have any questions, please do not hesitate to call me. AHK:ph Enclosure 1i i- l CAPCO JEN 0032969 INTER*A5SOCIATE5 INC 1600 Wilson Boulevard Suite 1008 Arlington, Virginia 22209 703-841-1556 MANAGEMENT AGREEMENT Inter-Associates, Inc. (IAI) will manage the affairs of the Association of Asbestos Cement Pipe Producers (AACPP) during the calendar year 1985 in accordance with the Budget annexed hereto as Exhibit A, which has been approved by the Board of Directors of AACPP. All management services will be performed in accordance with the policies of AACPP and under the direction of the Officers and Board of Directors of AACPP. In return for the management services described in Exhibit B, IAI shall receive an Executive Management Fee of^$120,00Q, which shall be payable by January 15, 1985. In the event IAI should be unable or unwilling at any time to perform its responsibilities under this Agreement, it shall return to AACPP $10,000 for each full calendar month remaining during the term of the Agreement. In the event AACPP is dissolved or terminates operations prior to January 1, 1985, IAI shall be entitled to $30,000. Subsequent to December 31, 1984, either party may terminate this agreement as of the end of any month on one hundred eighty (180) days written notice to the other party. In the event the agreement is so terminated, IAI will return to AACPP $10,000 for each calendar month (subsequent to the date of termination) remaining during the term of this agreement. In addition to the Executive Management Fee, IAI shall be entitled to Program Management Fees in amounts not to exceed the amounts set forth in Exhibit C, which amounts are based on the program funding levels set forth in Exhibit A. Program Management Fees shall be determined on a time basis, i.e., actual time expended on the program multiplied by IAFs hourly rate for 1985 of $75.00, and shall be billed by IAI as earned. In the event this agreement is terminated pursuant to the foregoing paragraph hereof, prior to December 31, 1985, IAI shall be entitled to all Program Management Fees earned prior to receipt of notice of intent to te -minate operations. IAI will conduct any programs not included in Exhibit A that may be requested by AACPP on terms agreed upon by the parties. IAI also shall be entitled to thirty percent (30%) of 1985 dues received from Associate and Affiliate Members of AACPP in excess of the total amount budgeted in Exhibit A for such dues. AACPP also will reimburse IAI for out-of-pocket expenses incurred by IAI on AACPP's behalf in amounts not to exceed the amounts budgeted for such expenditures in Exhibit A or otherwise authorized by AACPP. Typical out-of-pocket expenses for which AACPP will reimburse IAI are listed on Exhibit D. IAI will bill AACPP periodically for these out-of-pocket expenses. -1 CAPCO JEN 0032970 All information pertaining to AACPP obtained by IAI in the course of its employment by AACPP will be treated in a confidential manner by IAI and will not be disclosed by IAI without permission of AACPP. Lloyd Ambler, Chairman ot tne Hoard Association of Asbestos Cement Pipe Producers Date: Joseph C. Jackson, President Inter-Associates, Inc. CAPCO JEN 0032971 EXHIBIT A AACPP ANNUAL BUDGET - 198S FUND BALANCE-January 1,1985 Designated (1) Undesignated Total Fund Balance REVENUES: Membership Dues Regular - Domestic Regular - North Anerica (2) Associate & Affiliate Subtotal Miscellaneous Income Meeting Fees REP Programs Special Assessment Other.Income (3) Subtotal Interest Income Total Revenues EXPENDITURES: Executive Management Fee Office Operating General Operating Research, Education 3c Promotion Professional Services Total Expenditures FE) BALANCE-Decenber 31, 1985 Designated (4) Undesignated Total Fund Balance $37,500 5,411 $ 42,911 $180,000 7,000 50,000 $237,000 $ 10,000 0 0 0^ $ 10,000 7,000 $254,000 $120,000 9,000 34,000 120,000 ii,ooo $294,000 $ 2,911 _____ 0 $ 2,911 CAPCO JEN 0032972 EXPENDITURES BODGET FT 1985 Executive Management IAI Retainer Subtotal $120.000 $120.000 Office Operating Office Supplies Printing Sc Duplication Postage, Freight, Messenger Telephone & Telegraph Data Processing Miscellaneous Subtotal $ 500 3,700 3,000 1,700 50 _____ 50_ $ 9,000 General Operating Travel Sc Entertainment Membership Dues Annual Meeting Subscriptions/Publications Insurance Sc Taxes Miscellaneous Subtotal $ 5,000 800 24,000 2,300 1,900 ______ 0 $ 34,000 Research, Education & Pranotion SOP-01-01, Municipal Market Program SOP-01-02, State Monitoring Program SOP-01-03, EPA Drinking Water Regulations SOP-O1-04, Public Education Program SOP-01-06, CSHA Construction Standard SOP-01-99, International Affairs Subtotal $ 50,000 10,000 20,000 10,000 25,000 5,000 $120,000 Professional Services Legal Accounting Subtotal $ 9,000 2,000 $ 11,000 Total Expenditures $294,000 Notes: (1) Projected fund balance carryover to FY 85 designated for REP Programs. (2) Projects loss of ATI in FY 85. (3) Projected income for FY 84 reflects $50,000 contribution from SAAPAC. (4) Projected fund balance for FY 85. i 'i CAPCO JEN 0032973 EXHIBIT B MANAGEMENT SERVICES INCLUDED IN IAI EXECUTIVE MANAGEMENT FEE I. Accounting Services, consisting of dues collection, accounts payable, accounts receivable, quarterly financial statements and annual audit, if authorized. All outof-pocket accounting expenses to be billed to AACPP. 2.. Committee Meetings Management, consisting of meeting preparation, participation and minutes. 3. Field Problems Management, consisting of development of action plans and member company coordination in accordance with MIS-01-3.05, Protocol for Responding to Field Problems and Criteria for Legal Intervention. 4. General Administration, consisting of general activities and communications related to matters of interest to the industry. 5. General Liaison with Allied Interest Groups. 6. Government and Legislative Affairs, consisting of monitoring of and general liaison with federal and state legislative and regulatory bodies. 7. Literature Review, consisting of review, evaluation and circulation of relevant technical and medical literature. 8. Management Information Systems, consisting of Strategic Operational Plan (SOP) and Regulatory Affairs/Field Problems Report. 9. Member Company Presentations, consisting of Staff participation at company meetings, e.g. sales meeting, upon request of Board member. 10. Membership Promotion and Retention, consisting of new member solicitation and deliquent member follow-up. II. Standards Activities, consisting of Staff participation in ASTM and AWWA Standards committee activities. 12. Statistical Programs, consisting of monthly report of domestic shipments of pressure pipe, annual domestic production and capacity report, annual statistical summary and IAC annual domestic consumption report, if continued. CAPCO JEN 0032974 EXHIBIT C IAIPROGRAM MANAGEMENT SERVICES TO BE PROVIDED ON FEE EARNED BASIS IN 1985 (1) IAI Fee 1. Annual Meeting 2. SOP-OIrOl, Municipal Market Program 3. SOP-01-02, State Monitoring Program 4. SOP-01-03, EPA Drinking Water Regs. 5. SOP-01-04, Public Education Program 6. SOP-01-06, OSHA/EPA Rulemaking (2) 7. SOP-Ol-99, International Affairs $4,000 $21,000 $2,000 $5,000 $4,000 $3,000 Notes: (1) Refer to Exhibit A. (2) Contingent on EPA rulemaking initiated in FY 84. i- i CAPCO JEN 0032975 EXHIBIT D TYPICAL OPT-OF-POCKET EXPENSES TO BE PASSED THROUGH TO AACPP 1. Purchased copy services and printing, including stationery 2. In-house copy services over 500 copies per month <. 90 per copy 3. Art work 4. Postage, freight & messenger service 5. Bulk mailing services over 100 pieces per mailing 6. Long distance telephone calls 7. Meeting costs - meals, space, set-up, convention badges, insurance, etc. 8. Speaker fees, when requested and authorized in advance 9. Legal fees and disbursements 10. Travel & Entertainment - transportation, lodging, meals of staff 11. Insurance, Officers <5c Directors (O&D) liability etc., when requested 12. Accounting services, refer to Exhibit B 13. SOP Program expenses 14. Dues and subscriptions 15. Supplies unique to client e.g. unusual size envelopes, special folders, etc. 16. Business taxes unique to client CAPCO JEN 0032976