Exhibit 2.4(a)(vi){PRIVATE }
COMPLETION ASSISTANCE AGREEMENT
THIS AGREEMENT, dated as of , 19 is made and
entered into by and between Handex Corporation, a Delaware corporation
("Handex"), and ECB, Inc., a Florida corporation ("ECB").
WITNESSETH:
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WHEREAS, ECB has today acquired all of the issued and outstanding
shares of Handex Environmental, Inc. ("Environmental") (the "Acquisition") and,
by virtue of such Acquisition, now owns indirectly all of the issued and
outstanding shares of the subsidiaries of Environmental, each of which is
identified on Exhibit A attached hereto and all of which are herein collectively
referred to as the "Subsidiaries;" and
WHEREAS, prior to the closing of the Acquisition the contracts
relating to the work-in-process listed on Exhibit B (the "Retained Contracts")
were transferred by the Subsidiaries indicated on such Exhibit to Environmental,
and in turn transferred by Environmental to Handex so as to provide Handex with
primary responsibility for and control over such work-in-process; and
WHEREAS, Handex has accepted each such assignment and has assumed the
Retained Contracts.
WHEREAS, Handex may not have the equipment and personnel necessary to
perform the remaining work under the Retained Contracts and therefore, may
subcontract for the performance thereof; and
WHEREAS, ECB is willing to perform the Retained Contracts as a
subcontractor to Handex, and Handex is willing to retain ECB to perform only
specified Retained Contracts selected by Handex in its sole discretion.
NOW, THEREFOR, in consideration of the premises and mutual covenants
herein contained, it is agreed as follows:
ECB agrees to render services and otherwise perform, and to cause
the Subsidiaries to render services and otherwise perform in strict accordance
with the Subcontract Agreement (form attached hereto as Exhibit C) to be
executed by ECB and the applicable Subsidiary and Handex for each Retained
Contract Handex selects ECB to perform.
Compensation and other terms shall be as set forth in the
individual Subcontract Agreement.
ECB acknowledges and agrees that all currently unpaid amounts due
under the Retained Contracts, as well as all amounts due hereafter, are the
exclusive property of Handex, and that its sole compensation for services
rendered with respect to such Retained Contracts shall be the payments due under
the preceding paragraph 2.
All work performed by or on behalf of ECB shall be done in a
timely workmanlike and professional manner consistent with the requirements of
each Retained Contract. Handex shall have no control over the method or manner
in which ECB, Environmental and/or any Subsidiary performs such work, it being
expressly understood and agreed that the relationship of ECB to Handex is that
of an independent contractor. The foregoing shall not, however, be construed to
prevent Handex from terminating this Agreement as to any particular Retained
Contract, or all Retained Contracts, in the event of a breach of ECB's
obligations hereunder.
ECB and Handex shall keep full and adequate books of account and
other records reflecting all costs and expenses incurred and proceeds received
with respect to the Retained Contracts. Such books of account and records shall
be made available for inspection by each of the parties upon reasonable request
of the other party at any time and from time to time.
This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto, their respective successors and assigns;
provided, however, that this Agreement shall not be assignable by ECB without
the prior written consent of Handex. This Agreement shall be construed in
accordance with and governed by the laws of the State of New Jersey.
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement
as of the date and year first above written.
HANDEX CORPORATION
By:
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Its:
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ECB, INC.
By:
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Its:
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88/HANDEX/ECB-SUB3.AGR
EXHIBIT A
SUBSIDIARIES
HANDEX OF NEW JERSEY, INC.
HANDEX ENVIRONMENTAL MANAGEMENT, INC.
HANDEX OF NEW ENGLAND, INC.
HANDEX OF ILLINOIS, INC.
HANDEX OF OHIO, INC.
HANDEX OF THE CAROLINAS, INC.
HANDEX OF FLORIDA, INC.
HANDEX OF MARYLAND, INC.
HANDEX OF COLORADO, INC.
HANDEX OF PENNSYLVANIA, L.L.C.
88/HANDEX/ECB-SUB3.AGR
EXHIBIT B
RETAINED CONTRACTS
1. Delaware Solid Waste Authority
2. Xxxxxxxx Xxxxxx Ind., Pelham, NH
3. Xxxxxxxx Xxxxxx Ind., Whispering Pines
4. Xxxxxxxx Xxxxxx Ind., Xxxxxxxx
5. Xxxxxxxx Xxxxxx Ind., Itasca Gardens
6. ITT Automotive - Madison County
7. Xxxx Arundel County - Millersville Landfill
8. Kansas Dept of Health - Rush Center SRP
9. Rhone Polenc, Inc.
10. Spring Industries, Inc.
11. PBS&J - Fort Lauderdale
12. William's Construction Co., Inc. - Xxxxxxxxxxxx
00. LILCO
14. Wyoming DEP - Opal
15. Arundel County - Annapolis Landfill
16. Allied Signal
17. General Motors - Garland Road
18. NY - DGS
a. Maspeth Sign Shop
b. Precinct No. 3
x. Xxxxx Terminal
x. Xxxxxxxx Asphalt Plant
e. Precinct No. 120
f. Rikers Island
19. Leicester Fornier/XXXXX-HNE
20. Xxxxx Xxxxxxx Superfund
21. Blake Construction
22. Xxxxx Xxxx
23. Star Enterprises, Xxxxx Xxxxx, XX
00. Xxxxx, Xxxxxxx, XX
88/HANDEX/ECB-SUB3.AGR
EXHIBIT C
SUBCONTRACT AGREEMENT
This Agreement is made effective as of this day of December, 1996, by
and between Handex Corporation, a Delaware corporation with it's principal place
of business at 000 Xxxxxx Xxxxx, Xxxxxxxxxxx XX 00000 ("Handex"), and ECB, Inc.
a Florida Corporation with it's principal place of business at 00000 Xxxxxxxx
Xxxxx, Xx. Xxxx, XX 00000 and Handex of , a
Delaware corporation with an office at
(ECB, Inc. and Handex of collectively referred to
hereinafter as "Subcontractor"), for the purpose of engaging Subcontractor to
perform the work described in Section I below at the rates set forth in Section
II below. ECB, Inc. and Handex of acknowledge that they
shall be jointly and severally responsible for the obligations of Subcontractor
as set forth hereinafter.
I. SCOPE OF WORK - (Description below or attach as Schedule "A")
Subcontractor shall furnish all labor, material, tools, equipment,
supervision and services necessary to prosecute and complete the work
identified and described in Schedule A attached hereto (the "Work"), being
a portion of the work required of Handex under
agreement dated (the
"General Contract"). The Work shall be performed by Subcontractor in a
good and workmanlike manner strictly in accordance with the General
Contract, attached hereto as Exhibit "B" and the terms and conditions
contained herein. Subcontractor shall be bound by all of the terms of this
Agreement, including the General Contract, and Exhibits referenced therein,
and assumes all of the obligations of Handex as stated therein which are
applicable to this Subcontract including provisions of the General Contract
required to be inserted or incorporated into subcontracts. Subcontractor
agrees to complete the work within the time set forth below or in Schedule
"A".
Subcontractor shall also comply with Schedule "C" attached hereto regarding
Handex' minimum safety requirements at the site, and particularly with the
General Contract site - specific health and safety plan. Subcontractor
shall provide appropriate license and certifications as required by
Schedule "D".
II. PRICE. The charges for the work described in Section I shall be:
III. TERMS.
1. SCOPE OF WORK. Subcontractor agrees to perform for Handex the services and
Scope of Work detailed in Section I of this Agreement in a safe manner
protective of all persons including Handex employees, and in full
compliance with all Federal, State and local laws, rules, regulations,
ordinances and orders, the General Contract, and appropriate industry
standards where not in conflict. Subcontractor represents and warrants
that its employees have received all required OSHA training, maintains
medical and other required employee records, and its employees have all
required protective personal safety equipment. Copies of all licenses and
certifications shall be provided to Handex along with this signed
subcontract.
2. COMPENSATION. As full and complete compensation for the work, Handex shall
pay contractor in accordance with the lump sum or rates not to exceed that
set forth in Section II of this Agreement. Section II represents the
contract ceiling price which shall be the maximum compensation payable to
contractor for the work. In no event shall contractor exceed the contract
ceiling price without Handex's prior express written approval.
3. CHANGES. No changes in the Scope of Work shall be performed by
Subcontractor unless Handex shall, in writing, have specifically directed
such work to be performed or deleted such work and a change order shall
have been signed by Handex and contractor.
4. INVOICES AND PAYMENTS
Invoices shall be submitted monthly to:
Handex Corporation
000 Xxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Payment shall be made within (15) days of the date of receipt by Handex of
payment for Subcontractor's Work from its client for each invoice submitted
by Subcontractor and approved for payment in accordance with the General
Contract. Subcontractor shall provide Handex reasonable written
substantiation of the charges set forth on each invoice upon request. It
is understood and agreed that no payment on account shall operate as an
approval of said work or materials, or any part thereof.
5. TAXES. Subcontractor shall pay all Sales Taxes, Use Taxes, Excise Taxes,
Old Age Benefit and Unemployment Compensation Taxes upon the material and
labor furnished under this contract, as required by the Statutes of the
United States Government and the State in which this work is performed.
6. TERMINATION. Handex shall have the right to terminate the services to be
performed hereunder, with or without cause, upon written notice to
Subcontractor. If Handex gives notice of termination, Handex shall be
obligated to pay Subcontractor only those costs and expenses reasonably
incurred through the effective date of termination, and for which Handex is
paid by its client under the General Contract.
7. INSURANCE. Subcontractor shall procure and maintain at its expense during
the term of the services provided hereunder insurance coverage as required
by Schedule "E" and shall provide Handex with a certificate of insurance
prior to starting any work in the amounts and types as set forth in
Schedule "E".
In addition to the additional insureds set forth in Schedule "E",
Subcontractor shall name Handex as an additional insured on such policy(s)
and the policy(s) shall provide for 30 days notice to Handex prior to
termination, for any reason, of the policy(s).
8. INDEMNIFICATION. Subcontractor shall indemnify, hold harmless and defend
Handex, its directors, officers and employees from and against any and all
losses, liabilities, damages, injuries, demands, fines, penalties, claims,
suits, costs, fees and expenses including costs of settlement and
reasonable attorneys' fees to property or person, personal illness, injury
or death including contractor's own employees and contractor's
subcontractors' employees, of whatever type or nature to the same extent
and manner as Handex indemnifies its client under the General Contract, and
for those which shall be caused by, arise out of, or in any manner be
connected with: (i) Subcontractor's, or Subcontractor's subcontractors
violation of any laws, rules, regulations or orders; or, (ii)
Subcontractor's breach of contract or of any warranty or representation
contained herein.
9. NO ASSIGNMENT. This Agreement shall not be assigned by the Subcontractor.
Any attempt to assign the work order shall operate as an instant forfeiture
and repudiation thereof by the Subcontractor and the rights of the parties
shall be determined in the same manner as though the Subcontractor had at
the time of such attempted assignment failed and refused to continue to
perform the contract.
10. INDEPENDENT CONTRACTOR. Subcontractor is an independent contractor in all
respects and under no circumstances shall it be considered an employee of
Handex. All work performed by Subcontractor shall be by Subcontractor's
employees. Subcontractor shall not subcontract to any other person,
corporation or other entity all or any portion of the work.
11. CAPTIONS. The captions herein are for convenience only and are not to be
construed as part of this Agreement, nor shall the same be construed as
defining or limiting in any way the scope or intent of the provisions
hereof.
12. APPLICABLE LAW. The validity, performance and construction of this
Agreement shall be governed by and construed in accordance with the laws of
the State of New Jersey.
13. ENTIRE AGREEMENT. All negotiations and agreements prior to the date of
this work order are merged herein. Subcontractor has read and fully
understands this agreement. This Subcontract and the General Contract are
intended to supplement and complement each other and shall where possible
be thus interpreted. If, however, any provision of this Subcontract
irreconcilably conflicts with a provision of the General Contract, the
provision imposing the greater duty on the Subcontractor shall govern.
Handex Corporation
By:
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Xxxxxx X. Xxxxxxx, President
(SUBCONTRACTOR)
By:
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(Signature and Title)
88/HANDEX/ECB-SUB3.AGR
SCHEDULE A
SCOPE OF WORK
The Subcontractor, its employees, servants, subcontractors and agents shall
provide services to Handex that comply with all industry standards,
applicable federal, state and local laws, rules, regulations or ordinances,
the General Contract and which are performed in a workmanlike manner.
The Subcontractor's attention is specifically directed to the mandatory
provisions of the General Contract, which must be passed through to
Subcontractor.
Subcontractor shall provide Handex with a copy of any: field log book notes
made by Subcontractor or any sub-subcontractor; photographs made by anyone
within the control of Subcontractor; receipts for materials or equipment
used or installed at the Work site; written communications concerning the
project; material sheets documenting the materials of construction of
equipment or materials supplied or installed at the Work site; Xxxx of
Material for any equipment provided or supplied; manifests, trucking logs,
reports; other correspondence, documents or information related to the Work
as may be required.
General Description of the Work of Subcontractor:
General Contract Technical Specification Section References:
88/HANDEX/ECB-SUB3.AGR
EXHIBIT B
GENERAL CONTRACT PROVISIONS
1.
2.
88/HANDEX/ECB-SUB3.AGR
SCHEDULE C
SAFETY REGULATIONS FOR SUBCONTRACTORS
All safety regulations required by law, Handex and those site specific safety
regulations imposed upon Handex by it's client must be strictly observed by
employees of Subcontractor. Subcontractor's supervisors shall insure that all
of their employees and those of their subcontractors and/or agents are aware of
these regulations and that they are followed. VIOLATORS WILL NOT BE PERMITTED
TO WORK AT THE WORK SITE.
1. SMOKING REGULATIONS
All posted "No Smoking" areas are to be observed. NO butane lighters ("Bic",
"Cricket", etc.) are to be used or carried by any persons engaged in welding,
cutting, or burning activities or while performing Services for Handex at a
project site.
2. SAFETY PERMITS
Permits must be obtained from Handex for the following operations:
a) Burning or Welding Permit - Required in any designated "flammable" or "no
smoking" area and/ or in any tank, vessel, or similarly enclosed space, or on
pipelines, and at any project site of Handex. This permit may be required for
any spark production operation (other than open flame) such as operating
electric power tools (grinder, cutting, etc.), gasoline-driven motors,
jackhammers, etc. One or more men may be required to serve as fire watch during
welding operations.
b. Lockout Permits - Required whenever work is required on or in equipment that,
if accidentally started, could cause injury.
c. Confined Space Permit - Required where any worker must enter a confined
space. Any confined space must be cleaned, ventilated, and purged. Life line,
harnesses, and supplied air breathing equipment may be required. A standby
observer will be required.
d. Other Permits - May be required depending on the nature of the work. Check
with your Handex contact.
NOTE: Our staff will make every effort to supply the required permits as
expeditiously as possible.
3. HOUSEKEEPING
a. Clean work areas are expected. Work areas are to be cleaned daily and all
debris removed.
b. Equipment and supplies must be stored neatly. Aisles, passageways,
roadways, fire and other emergency equipment must be kept clear at all times.
Arrangements for storage of equipment and supplies must be made in advance with
your Handex contact. Handex will not be responsible for theft or other loss.
4. SAFETY SUPPLIES AND PROTECTIVE EQUIPMENT
a. Approved safety glasses and hard hats are required but not provided by
Handex for outside workers. Subcontractors must supply their employees with
glasses and hats and enforce the wearing of them.
b. Complete outer clothing, including long-sleeved shirts and pants, is
required when exposure to hazardous materials is possible. No "T" shirts or
shorts are permitted.
c. Other safety supplies such as gloves, respirator, face shield, goggles, fire
extinguisher, and protective clothing are not provided by Handex for
Subcontractor. Equipment such as ladders, welding equipment, scaffolds,
machinery, tools, vehicles, etc. are not loaned to Subcontractor. Discuss any
special requirements with your Handex contact.
5. EMERGENCY CONDITIONS
a. If required, all contract workers will abide by all emergency instructions
given by any supervisory member of Handex.
b. All injuries sustained at any Handex project site must be reported to your
Handex contact immediately.
6 OTHER GENERAL SAFETY RULES
a. Compressed gas cylinders must be transported, stored, and used in an upright
position. All cylinders shall be secured by a chain, or equivalent, with caps
installed during transit and storage. Cylinder valves shall be closed when work
is completed. Oxygen cylinders shall be stored a minimum of twenty feet (20')
from fuel gas (acetylene, hydrogen, etc.) cylinders.
b. When necessary to work overhead, proper precautions must be taken to prevent
falls of persons or materials. The area shall be cordoned off and proper
warning signs displayed.
c. Flammable liquids shall be stored in and dispensed from approved containers.
d. Ladders must be in good condition and must be made secure near the top.
Scaffolding shall be of substantial construction with guardrail and toe boards
installed.
e. Posted traffic control signs must be observed and vehicles kept in safe
operating condition.
f. Do not shut off or make connections to operating electric, gas, steam, air,
water, or process lines unless authorized to do so.
g. Safety barricades must be put in place at open manholes, floor holes, catch
basins, and excavations. Appropriate lights must be installed if holes are to
be left open during darkness hours.
h. Subcontractor personnel shall not enter any building or area other than the
one in which they are working other than designated toilet facilities.
THE ABOVE RULES ARE SPECIFIED TO PROTECT YOU AND YOUR FELLOW WORKERS AND ARE
REQUIREMENTS FOR WORKING AT HANDEX PROJECT SITES.
88/HANDEX/ECB-SUB3.AGR
SUBCONTRACTOR'S SAFETY DECLARATION
(To be Completed at Projects Start-up)
As the duly authorized and designated representative and agent
of , and for any subcontractor, agent or servant and their
employees, all hereinafter called "Contractor", I hereby certify and agree for
myself and for and on behalf of Contractor that:
Contractor has received an orientation briefing by Handex including, but
not limited to, site-specific safety rules, accident/injury reporting,
emergency procedures and potential hazards in the Contractor's work area
during routine site operations;
Contractor has presently and will continue to instruct all of its agents
and employees in the topics covered at the above orientation, before they
are allowed to work on-site;
Contractor has received a written copy of this site-specific safety rules,
health and safety plans and will insure that its employees comply with
those rules, as well as any applicable federal, state and local health and
safety regulations;
Contractor will provide required respirators and personnel protective
equipment for its employees and agents working on Handex project site;
Contractor employees have been examined within the past 12 months and a
have been medically qualified to perform their work assignments (including
the wearing of respirators and personnel protective equipment), in
accordance with state and federal OSHA regulations;
Contractor employees have received training in appropriate health and
safety topics (including, but not limited to, respiratory protection,
hearing conservation, hazard communication and equipment operations), in
accordance with state and federal OSHA regulations; and
Contractor performs regularly scheduled maintenance on owned or leased
vehicles and equipment, as per state and federal OSHA regulations (29 CFR
1910 and 1926). Known defects will be repaired prior to operation and, as
defects become apparent during equipment operation, the equipment will be
taken out of service until repairs are made.
This declaration is hereby incorporated into the Contractual agreement between
Handex Environmental Management, Inc. and which is
dated .
Contractor's Representative
By:
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Printed Name: Date
88/HANDEX/ECB-SUB3.AGR
SCHEDULE D
Subcontractor must provide the following, which must be attached hereto
before work begins:
1. Certificate of Insurance.
2. Copy of Subcontractor's License to perform the specific profession (if
applicable).
3. Proof of OSHA Hazardous Waste training (40 hr + 8 hr).
4. Proof of medical monitoring in accordance with OSHA.
5. Proof of compliance with client Drug and Alcohol policy.
In addition, construction/drilling/excavation procedures and/or standards
must be attached hereto, or sufficiently described.
88/HANDEX/ECB-SUB3.AGR
SCHEDULE E
INSURANCE REQUIREMENTS
88/HANDEX/ECB-SUB3.AGR
