Exhibit 10.1
TECHNICAL SERVICES AGREEMENT
THIS AGREEMENT is entered into effective October 29, 2003 between
Clean Coal Power Resources, Inc. (CCPRI), 000 Xxxx Xxxx Xxxxxx, Xxxxx
0000, Xxxxxxxxxx, Xxxxxxxx 00000 (hereinafter referred to as "Owner")
and Rentech Inc., 0000 00xx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000
(hereinafter referred to as "Rentech").
ARTICLE I - SCOPE OF SERVICES
Rentech agrees to perform for Owner the Services described in the
proposal document, which is by this reference incorporated herein and
made a part hereof as Attachment A in connection with the Owner's Clean
Coal gasification project in Illinois (hereinafter referred to as
"Services").
Rentech shall perform its services as directed by Owner or its
rights as may be assigned to the Owner's Engineer. Rentech shall
perform its Services based upon information furnished to it by Owner,
and Rentech shall be entitled to rely upon such information.
ARTICLE II - COMPENSATION AND PAYMENT
A. Payment
For the performance of the Services, Owner shall pay Rentech on a
time and material basis according to the labor-rate chart
presented in Attachment B.
B. Manner and Times of Payment
C. Rentech will invoice Owner once per month for services.
D. Payment Terms
Any amounts due and remaining unpaid more than thirty (30)
days beyond the agreed upon payment terms as provided for in
this Agreement shall accrue interest compounded each day such
invoice is not paid at a rate equal to two percent (2%) above
the prime lending rate quoted to substantial and responsible
commercial borrowers by the Bank of America on the day such
interest accrues.
If Owner shall dispute any invoice in writing within 30 days
of the invoice date, Owner and Rentech shall negotiate in
good faith the resolution of Owner dispute. If the dispute
is resolved in favor of the Owner, the Owner will not pay
interest in the disputed amount. If the dispute is resolved
in favor of Rentech, Owner will pay interest in accordance
with paragraph C of this Article.
ARTICLE III - CONFIDENTIALITY
All the work performed by Rentech and Project Team Members in the
performance of the Feasibility Study is solely for obtaining information
for evaluating the Clean Coal Power Resources Inc.'s gasification
project in Illinois. Appropriate Confidentiality Agreements will be
executed by all parties.
ARTICLE IV - DRAWING AND SPECIFICATIONS
All drawings, specifications and reports developed by Rentech under
this Agreement shall be used only in connection with the project or
study specified herein. All such drawings and specifications belonging
to Owner and such information shall be provided in the normal course of
business to Owner and be delivered to Owner upon completion of the
Services, and Rentech may retain and use copies thereof.
ARTICLE V - RESPONSIBILITY OF RENTECH
A. Rentech shall perform the Services as an independent contractor
in accordance with its own methods, the terms of the Agreement, and
applicable laws and regulations. Rentech's liability arising out of or
in connection with the Services shall be limited solely to
re-performing engineering services which are deficient because of
Rentech's failure to perform its services with that degree of skill and
judgment which is normally exercised by recognized professional
engineering firms performing services of a similar nature. Said
deficiencies must be reported in writing to Rentech within a reasonable
time, not to exceed thirty (30) days after discovery thereof, and in no
event later than one year from the date of completion of the Services
hereunder.
B. Rentech's total liability to Owner arising out of or in
connection with this Agreement, from any and all causes, shall not
exceed the total compensation received by Rentech hereunder.
C. Except as otherwise provided in paragraph A above, Rentech's
liability to Owner for any reason in connection with the performance of
the Services shall terminate upon completion of the Services
D. Under no circumstances shall Rentech be liable to Owner for any
consequential or incidental damages, including, but not limited to, loss
of use or loss of profit.
ARTICLE VI - FORCE MAJEURE
Neither party hereto shall be considered in default in the
performance of its obligations hereunder to the extent that the
performance of any such obligation is prevented or delayed by any
cause, existing or future, which is beyond the reasonable control of
the affected party.
ARTICLE VII - TERMINATION
A. Owner may terminate Rentech's Services under this Agreement
upon written notification with 30 days' advance notice and payment of
costs to date.
B. If Owner shall fail to honor any of the payment provisions
under Article IIC above with respect to invoices for two (2) successive
months, Rentech may discontinue its Services and withhold further
performance under this Agreement until such past due amounts are paid
without thereby being in default and without prejudice to any of its
rights or remedies under this Agreement, including interest provided.
ARTICLE VIII - ASSIGNMENT AND SUBCONTRACTING
This Agreement shall not be assigned by either party without the
prior written approval of the other. Rentech may, however, subcontract
its Services in whole or in part to its wholly owned subsidiaries
without the prior approval of Owner. Rentech hereby guarantees to
Owner compliance by such related entities with the responsibilities and
liabilities herein assumed by Rentech, provided that the limitations on
Rentech's liability set forth in this Agreement constitute the
aggregate limit of liability of Rentech and its related entities to
Owner, and Owner agrees to hold only Rentech responsible for any
failure to so comply.
ARTICLE IX - SEVERABILITY
In the event that any of the provisions or portions or applications
thereof, of this Agreement are held to be unenforceable or invalid by
any court of competent jurisdiction, Owner and Rentech shall negotiate
an equitable adjustment in the provisions of this Agreement with a view
toward effecting the purpose of this Agreement; the validity and
enforceability of the remaining provisions, or portions or applications
thereof, shall not be affected thereby.
ARTICLE X - GOVERNING LAWS
In the event of litigation in this Agreement, the interpretation
thereof, and all disputes or controversies arising hereunder shall be
governed by the laws of the State of Colorado, USA.
ARTICLE XI - ATTORNEY'S FEES
Should litigation be necessary by either party to enforce any term
or provision of this Agreement, or to collect any portion of the amount
payable under this Agreement, then all litigation and collection
expenses, witness fees and court costs, and attorney's fees shall be
paid to the prevailing party.
ARTICLE XII - ENTIRE AGREEMENT
Any services provided for herein which were performed or caused to
be performed by Rentech prior to the effective date of this Agreement
shall be deemed to have been performed under this Agreement. This
Agreement constitutes the entire agreement between the parties hereto
relating to the subject matter hereof, and supersedes any previous
agreements or understandings.
IN WITNESS WHEREOF, the parties hereto have entered into this
Agreement effective as of the day and year first herein above written.
Clean Coal Power Resources, Inc. (CCPRI)
By: /s/ Xxxxxxx Xxxxx, CEO
_______________________________
Xxxxxxx Xxxxx, CEO
RENTECH, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
_______________________________
Xxxxxx X. Xxxxxxxx, President
