TABLE OF CONTENTS
CONSULTING AGREEMENT 2
EXHIBIT A.1 6
Fee Schedule
EXHIBIT B.1 7
Laboratory Services
EXHIBIT B.2 9
Consulting Services
EXHIBIT C.1 10
List of Equipment
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into this 28th
day of May, 1998, by and between AZIMUTH Incorporated, a corporation organized
and existing under the laws of the state of South Carolina ("AZIMUTH"), and
XXXXXXX X. XXXXXX ("XXXXXXX X. XXXXXX").
WITNESSETH:
WHEREAS, AZIMUTH is in the business of providing industrial hygiene/safety and
health consulting services to industry, property owners and hospitals; and
WHEREAS, XXXXXXX X. XXXXXX desires to sell his services for asbestos analysis
and consulting to AZIMUTH
WHEREAS, AZIMUTH desires to engage XXXXXXX X. XXXXXX in connection with his
asbestos and consulting services; and
WHEREAS, XXXXXXX X. XXXXXX and AZIMUTH desire to enter into this agreement on
the terms and conditions hereof;
NOW, THEREFORE, the parties hereto do hereby agree as follows:
1. Definitions. As used in this Agreement, the following terms shall have the
meanings ascribed to them in this Section.
(a) "Services" means those services to be rendered by XXXXXXX X. XXXXXX to
AZIMUTH pursuant to this Agreement as described more particularly in Exhibit B.1
and B.2 attached hereto and expressly made a part hereof.
2. Engagement. AZIMUTH hereby engages XXXXXXX X. XXXXXX to render the services
described below subject to the terms hereof, and XXXXXXX X. XXXXXX accepts such
engagement subject to the terms and conditions hereof:
(a) Other Consulting Services. XXXXXXX X. XXXXXX shall render consulting and
other industrial hygiene services to AZIMUTH as requested.
(b) Rate Schedule. The rates shown in Exhibit A.1 are the agreed upon fee for
service and may not be changed during the term of this agreement unless made in
writing and mutually agreed by both parties.
3. Termination.
(a) The Services to be rendered by XXXXXXX X. XXXXXX and pursuant to Section 2
hereof shall be rendered for one year from May 28th, 1998 (the "Initial Term");
provided, however, at the expiration of such Initial Term, this Agreement may be
renewed for separate and successive one-year terms.
(b) Termination. This Agreement may be terminated in the following manner:
(i) By either party upon no fewer than thirty (30) days prior written notice to
the other party.
4. Covenants and Duties of XXXXXXX X. XXXXXX. During the Term of this Agreement,
XXXXXXX X. XXXXXX shall perform and observe the following duties and
obligations:
(a) Rendering of Services. XXXXXXX X. XXXXXX shall perform the services in
accordance with terms hereof. XXXXXXX X. XXXXXX shall comply fully with the
specifications set forth in Exhibit B.1 and B.2 hereto.
(b) Authority and Consent. XXXXXXX X. XXXXXX represents and warrants that he has
all necessary authority and power to enter into this Agreement and to perform
its obligations hereunder.
(c) Materials. Any and all materials and equipment used by XXXXXXX X. XXXXXX in
performing the Services shall be of a quality that is standard in the industry
of which XXXXXXX X. XXXXXX is a part and shall be provided by XXXXXXX X. XXXXXX
at his sole cost and expense except for those listed in Exhibit C.1 and unless
otherwise agreed herein or between the parties. The equipment listed in Exhibit
C.1, shall, at all times, remain the sole and exclusive property of AZIMUTH.
Upon termination of this agreement by either party XXXXXXX X. XXXXXX must return
all equipment listed in Exhibit C.1.
5. Covenants and Duties of AZIMUTH. During the term of this Agreement, AZIMUTH
shall perform and observe the following duties and obligations:
(a) Payment. AZIMUTH shall pay to XXXXXXX X. XXXXXX for services rendered
according to Exhibit B.1and B.2 and at the rates shown in Exhibit A.1.
(b) Authority and Consent. AZIMUTH represents and warrants that it has all
necessary power and authority to execute and enter into this Agreement and to
perform its obligations hereunder. No further authorizations or consents are
necessary to the effectiveness of this Agreement.
6. Confidentiality. Any and all trade secrets, confidential information or
proprietary information of AZIMUTH which is learned by or disclosed to XXXXXXX
X. XXXXXX during the term of this Agreement shall be kept confidential by
XXXXXXX X. XXXXXX at all times and shall not be disclosed to any third party or
used to XXXXXXX X. XXXXXX'x advantage or the advantage of any of its affiliates
without the prior written consent of AZIMUTH to such use or disclosure. The
parties agree that the contents of Exhibit B.1and B.2, shall be kept
confidential at all times.
7. Warranty. XXXXXXX X. XXXXXX warrants only that the Services shall be
performed according to the terms of this Agreement, as may be modified in
writing between the parties from time to time.
9. Indemnification.
(a) XXXXXXX X. XXXXXX shall hold free and harmless and indemnify AZIMUTH and its
associates, servants and employees from and against any loss, liability,
penalty, damage, expense, and cost, including reasonable attorney's fees, only
to the extent the same is caused by the negligent, intentional or willful
misconduct of XXXXXXX X. XXXXXX, arising out of or in connection with the
performance of, or the failure to perform, the Services pursuant to the express
terms of this Agreement. With respect to the foregoing, AZIMUTH shall have the
right to participate in the defense of, or at its option, to assume the defense
of, any action, suit, proceeding, demand, assessment of judgment brought by any
party against AZIMUTH. In the event AZIMUTH assumes the defense, XXXXXXX X.
XXXXXX shall have the right to participate in the defense.
(b) AZIMUTH shall hold free and harmless and indemnify XXXXXXX X. XXXXXX from
and against any loss, liability, penalty, damage, expense, and cost, including
reasonable attorney's fees, only to the extent the same is caused by negligent,
intentional or willful misconduct of AZIMUTH, its officers, directors,
employees, or servants arising out of or in connection with the performance of,
or the failure to perform, the Covenants and Duties pursuant to the express
terms of this Agreement. With respect to the foregoing, XXXXXXX X. XXXXXX shall
have the right to participate in the defense of, or at his option, to assume the
defense of, any action, suit, proceeding, demand, assessment of judgment brought
by any party against XXXXXXX X. XXXXXX. In the event XXXXXXX X. XXXXXX assumes
the defense, AZIMUTH shall have the right to participate in the defense.
10. Partial Invalidity. If any term or provision of this Agreement or the
application thereof to any person or circumstances shall to any extent, be
invalid or unenforceable, the remainder of this Agreement, if the application of
such term or provision to persons whose circumstances other than those as to
which it is held invalid or unenforceable, shall not be affected thereby.
11. Applicable Laws. This Agreement shall be governed by and construed under the
laws of the State of South Carolina.
12. Entire Agreement. This Agreement represents the entire agreement among the
parties hereto, and neither AZIMUTH nor XXXXXXX X. XXXXXX or any agent
representing either of them, has made any statement, promise or agreement,
verbally or otherwise, in addition to or in conflict with the terms of this
Agreement. This agreement supercedes any other agreement written or oral
existing between Azimuth or its parent, Envirometics, Incorporated and XXXXXXX
X. XXXXXX.
13. Captions. The paragraph captions used in this Agreement have been inserted
only as a matter of convenience and for reference and in no way define, limit or
describe the scope or intent of this Agreement.
14. Modifications. This Agreement may not be modified orally, but only by an
agreement in writing and signed by the party against whom enforcement or any
waiver, change, modification or discharge is sought.
15. Successors and Assigns. This Agreement is binding between the parties hereto
and their respective heirs, personal representatives, successors and assigns.
16. Independent Contractor. XXXXXXX X. XXXXXX is an independent contractor of
AZIMUTH hereunder, and nothing contained herein shall be construed to imply that
XXXXXXX X. XXXXXX is an employee of, or a joint venturer or partner with,
AZIMUTH. Accordingly, no taxes, FICA or FUTA shall be withheld from sums payable
to XXXXXXX X. XXXXXX hereunder.
17. Notices. All notices and other communications which are required or
permitted hereunder shall be in writing and shall be sufficient if delivered by
hand or mailed by first-class mail, postage prepaid, to the addresses set forth
below or to such other address as the parties shall specify by notice in writing
to the other party. All such notices and communications made by mail shall be
deemed to have been received on the date of actual delivery or on the fifth
(5th) business day after the mailing thereof, whichever is earlier:
AZIMUTH:
AZIMUTH Inc.
0000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxx
XXXXXXX X. XXXXXX:
0000 Xxxx Xxxxxx
Xxxxx Xxxxxxxxxx, XX 00000
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first written above.
AZIMUTH Incorporated
By:
Witness: Its:
XXXXXXX X. XXXXXX
By:
Witness: Its:
Exhibit A.1
Fee Schedule
Laboratory
Invoices from XXXXXXX X. XXXXXX to Azimuth Laboratories must be turned in to the
laboratory manager for approval.
Fees paid to XXXXXXX X. XXXXXX for asbestos analysis (PLM and PCM) are as
follows:
Sample Analysis Turnaround Time: Rate:
Weekend Sample Analysis 50 for the first sample and 50% of Azimuth's
price to the customer for subsequent samples
Emergency Sample 50% of Azimuth's price to the customer
Same Day 50% of Azimuth's price to the customer
24 Hour 50% of Azimuth's price to the customers
48 Hour $3.50
Routine $3.50
QA/QC samples no charge
Consulting
Invoices to Azimuth, Inc. from XXXXXXX X. XXXXXX must be turned in to the
marketing manager for approval.
XXXXXXX X. XXXXXX will be paid a fee that is equal to 50% of the portion of the
consulting invoice that includes his professional rate for the job, , travel
time and expenses, and report time, provided that he writes the report. Other
consulting fees including other professional rates, administrative time,
equipment fees, sample analysis, CIH and IH review and report writing will be
wholly paid to Azimuth, Incorporated.
Terms and Conditions of Payment
Payments will be made to XXXXXXX X. XXXXXX 45 days after receipt of invoice for
laboratory services only, and fifteen days after payment by the AZIMUTH client
for consulting services and laboratory services which were a part of the
consulting invoice.
Exhibit B.1
Laboratory Services
Azimuth, Laboratories will provide XXXXXXX X. XXXXXX with a pager in order to
contact him regarding sample expedition. XXXXXXX X. XXXXXX will submit an
availability schedule to Azimuth's laboratory manager on Monday morning of each
week.
All asbestos samples received by Azimuth Incorporated will be logged in and
XXXXXXX X. XXXXXX will be notified daily that samples are requiring analysis. If
there are no samples on a given day then Azimuth's lab manager will be
responsible for calling XXXXXXX X. XXXXXX and informing him of this. All samples
turned over to XXXXXXX X. XXXXXX will include appropriately labeled and signed
Chain of Custody forms as well as Azimuth Laboratories job number, COMPLETED
Bulk Asbestos Analysis Form and/or PCM Air Sample Analysis Report, and signature
pages. Asbestos samples and results submitted to XXXXXXX X. XXXXXX shall be
returned to Azimuth Laboratories based upon turnaround times. Requirements are
as follows:
Emergency and Weekend Sample Analysis- XXXXXXX X. XXXXXX will be notified by
phone and page within one hour of receipt of samples to Azimuth Laboratories.
Samples, results, and Chain of Custodies must be returned to Azimuth
Laboratories by XXXXXXX X. XXXXXX directly upon completion of the analysis for
emergency samples and results will be called in verbally or returned to Azimuth
Laboratories on Monday morning by 8:15 a.m., depending on the customer's
request, for weekend sample analysis
Same Day - XXXXXXX X. XXXXXX will be notified by phone or page within one hour
of receipt of samples to Azimuth Laboratories. Samples, results, and Chain of
Custodies must be returned to Azimuth Laboratories by XXXXXXX X. XXXXXX no later
than three hours before results are due back to the client.
24 Hour - XXXXXXX X. XXXXXX will be notified via phone or page by 2:00 p.m. on
the day of receipt of samples to Azimuth Laboratories. Samples, results, and
Chain of Custodies must be returned to Azimuth Laboratories by XXXXXXX X. XXXXXX
no later than three hours before results are due back to the client.
48 Hour and Routine - XXXXXXX X. XXXXXX will be notified via phone or page on
the day of receipt of the samples. Samples, results, and Chain of Custodies must
be returned to Azimuth Laboratories by XXXXXXX X. XXXXXX no later than three
hours before results are due back to the client.
Samples must be returned with appropriately labeled Chain of Custody and
Asbestos and Fiber Analysis description sheet signed and dated by XXXXXXX X.
XXXXXX. See the end of this section for examples of the PLM and PCM analysis
sheets.
Archives - Samples must be returned to Azimuth Laboratories upon completion of
analysis. No samples may be stored off of Azimuth, Incorporated's premises.
QC Requirements - Azimuth's QA/QC Manager will pull 10 % of the monthly air and
bulk asbestos samples and resubmit to XXXXXXX X. XXXXXX as blind samples.
Additionally, proficiency will be tested by the AIHA XXX program for air sample
analysis, by participation in a round xxxxx laboratory program for bulk sample
analysis, and by random submittal of samples to an independent lab for analysis.
EXHIBIT B.2
Consulting Services
Azimuth, Inc. consulting services will contract XXXXXXX X. XXXXXX for assistance
on various asbestos and industrial hygiene projects. When XXXXXXX X. XXXXXX is
used by Azimuth, Inc. for consulting, XXXXXXX X. XXXXXX will be responsible for
notifying Azimuth Laboratories' lab manager verbally and by the availability
schedule that he must turn into the laboratory on Monday mornings. XXXXXXX X.
XXXXXX is also responsible for responding to pages sent by the consulting
department. See ExihibitA.1 for the fee schedule. .
Exhibit C.1
List of Equipment
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Inventory: Number:
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Laboratory Hood 1
Blower & Filter 1
OLY Microscope #10001 1
Light 1
TLZ
BH-# 221814 1
CH2-# 100882 1
3-Stage Counter 1
Slides/Coverslip Misc.
Quick Fix 1
Desk Lamp (green) 1
