Exhibit 10.16
New Hyde Park Oil Terminal, LLC
0000 Xxxxx Xxxxxx
Xxx Xxxx Xxxx X.X. 00000
(000) 000 0000 - terminal
(000) 000 0000 - corporate
TERMINAL AGREEMENT
AGREEMENT made this 1st day of October 2000, between New Hyde Park Oil
Terminal, LLC, doing business at Xxxxx Xxxxxx xxx Xxxxxxx Xxxx, Xxx Xxxx Xxxx,
Xxx Xxxx 00000, and XxxxxxxxxXxx.xxx, Inc. 000 Xxxxx Xxxxxxxx Xxx. Xxxxx Xxxxxx,
XX 00000.
BASIC AGREEMENT
XxxxxxxxxXxx.xxx, Inc. (hereinafter called "ClickableOil") will deliver to
New Hyde Park Oil Terminal, LLC (hereinafter called "New Hyde Park Oil
Terminal"), Plaza Street and Xxxxxxx Xxxx, Xxx Xxxx Xxxx, Xxx Xxxx 00000, #2
fuel via truck transport. New Hyde Park Oil Terminal will handle, store and
dispense this product for the rate of .0200 per gallon.
TERM OF AGREEMENT
This Agreement is effective from the date of signature of both parties and
continuing thereafter until terminated by either party upon 60 days prior
written notice.
Page 2 of 5
Terminal Agreement
THRU-PUT
New Hyde Park Oil Terminal agrees to provide ClickableOil with access to
its facilities for the handling of the product during customary terminal
operation hours.
PAYMENT
Charges occurring hereunder in accordance with this Terminal Agreement
shall be invoiced at the conclusion of each and every month, computed in the
total net gallonage withdrawn by ClickableOil during said monthly period.
PRODUCTS SPECIFICATION
The product handled thereunder shall meet the specifications for New York
Harbor #2, "heating oil" as set forth by the New York Mercantile Exchange.
TITLE
Title to the product shall remain with ClickableOil.
DELIVERIES AND RECEIPTS
Deliveries and receipts shall be made within New Hyde Park Oil Terminal's
usual business hours and at such a times as may be mutually agreed upon,
provided that reasonable advance notice is given. Deliveries of product into New
Hyde Park Oil Terminal shall be coordinated with the management personnel of New
Hyde Park Oil Terminal.
Page 3 of 5
Terminal Agreement
QUALITY DETERMINATION
Truck loadings and inventory levels shall be based upon temperature
adjusted (to 60 degrees) and loading rack meter readings. Loading tickets will
be supplied by New Hyde Park Oil Terminal. Invoices and all documents to be
forwarded to ClickableOil as per instruction.
THRU-PUT STATEMENT - INVOICE
New Hyde Park Oil Terminal shall render to ClickableOil at the close of
each month a thru-put statement covering the quantities in storage. All sums due
under any invoice shall be paid without discount within (10) working days after
receipt of invoice.
DOCUMENTATION
All documentation required for receipt of product into storage will be the
responsibility of New Hyde Park Oil Terminal. All documentation required to
authorize deliveries from the terminal shall be the responsibility of
ClickableOil. ClickableOil shall have the right to audit all accounting records
relative to this Agreement at any time during the normal working hours and upon
reasonable notice. All loading documents shall be presented to the terminal
prior to the discharge of any product.
Page 4 of 5
Terminal Agreement
IDEMNIFICATION
Each party shall indemnify, defined and hold harmless the other party form
and against all claims, suits, judgments, and any and all other incidents
arising form the negligence of the party, its employees or agents in the
performance of this agreement.
FORCE MAJEURE
If either party is rendered unable, wholly or in party, by force of
majeure or any other cause of any kind, knot commonly within its control to
perform or comply with any obligation or condition of this Agreement, upon
giving notice and reasonably full particulars to the other party, such
obligation or condition shall be suspended during the continuance of the
liability so caused and such parity shall be relieved of any liability during
such a period provided that the cause of the suspension shall be remedied as far
as possible with reasonable dispatch. The term `force majeure" shall include,
without limitation by the following enumeration, Acts of God, federal, state,
county or municipal order, rule, legislation or regulation, or compliance with
any order, request or directive of any governmental authority or person
purporting to act therefore, or when the supply of product or any facility of
production, manufacture, storage, transportation, distribution or delivery
contemplated by either party is interrupted, unavailable, or inadequate because
of facts of law, strikes, lockouts, or other labor disturbances, riots,
hurricanes, which are similar to the foregoing and reasonably beyond the control
of the party failing to perform
Page 5 of 5
Terminal Agreement
ASSIGNMENT
This Agreement shall not be assigned by either party without the prior
consent of the other party.
NOTICE
Any notice required or permitted hereunder shall be deemed given when
deposited in the US mail as registered or certified mail, return receipt
requested, postage prepaid and addressed to the party to which the notice is
being given at the address set forth above for each party.
CLEARANCE
ClickableOil will provide New Hyde Park Oil Terminal with a written notice
listing those persons authorized to clear truck under ClickableOil account. No
truck shall be loaded at New Hyde Park Oil Terminal without proper clearance,
which will be provided to New Hyde Park Oil Terminal by an authorized
representative and/or employee of ClickableOil.
--------------------------- ------------------------------
New Hyde Park Oil Terminal, LLC XxxxxxxxxXxx.xxx, Inc.
By: By:
Date Date:
INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement ("Agreement") is made and effective this
date ClickableOil, by and between "Illegible, LLC" ("Transporter") and
XxxxxxxxxXxx.xxx, Inc. ("Company").
Now, therefore, Consultant and Company agree as follows:
1. Engagement
Company hereby engaged Transporter, and Transporter accepts engagement, to
provide to Company the following services; Truck Transportation of #2 Diesel,
#4, or #6 fuel oil according to the attached Rate Schedule (Exhibit A.)
2. Term
Transporter shall provide services to Company pursuant to this Agreement for a
term commencing 9/00 and ending on 9/04.
3. Place of Work
Transporter shall render services primarily in the areas described in the Area
Services Schedule, Exhibit B; Bronx, Brooklyn, Queens, Manhattan, Westchester
County , New York, and Easter Pennsylvania and Western New Jersey. Transporter
will, upon request, provide the services at Company offices or such other places
as reasonably requested by Company as appropriate for the performance of
particular services.
4. Time
Transporters daily schedule and hours worked under this Agreement on a given day
shall generally be subject to Transporter's discretion. Company relies upon
Transporter to devote sufficient time as is reasonably necessary to fulfill the
spirit and purpose of this Agreement.
5. Payment
Company shall pay Transporter for services performed pursuant to this Agreement.
Payment shall be made within 30 days of invoice date. Transporter shall bear all
of expenses and absorb all liabilities in the performance of this Agreement.
6. Covenant Not to
Compete. During the term of this Agreement and for a period of 48 months
thereafter, Transporter shall not, directly or indirectly, either for his own
account, or as a partner, shareholder, officer, director, employee, agent or
otherwise; own, manage, operate, control, be employed by, participate in,
consult with, perform services for, or otherwise be connected with any business
the same as or similar to the business conducted by Company without prior
written consent from XxxxxxxxxXxx.xxx. In the event any of the provisions of
this Section 6 are determined to be invalid by reason to cure the invalidity. In
the event of a breach, or a threatened breach, of this Section 6, Company shall
be entitled to obtain an injunction restraining the commitments or continuance
or continuance of the breach, as well as any other legal equitable remedies
permitted by law.
7. Confidentiality
During the term of this Agreement, and thereafter, Transporter shall not,
without the prior written consent of Company, disclose to anyone any
Confidential Information. "Confidential Information" for the purposes of this
Agreement shall include Company's proprietary and confidential information such
as , but not limited to, customer lists, business plans, marketing plans,
financial information, designs, drawing, specification, models, software, source
codes and object codes. Confidential information shall not include any
information that;
A. is disclosed by Company without restriction;
B. becomes publicly available through no act of Consultant;
C. is rightfully received by Consultant from a third party.
8. Termination
A. This Agreement may be terminated by Company as follows:
i. If Transporter is unable to provide services by reason of temporary
or permanent illness, disability, incapacity or death.
ii. Breach or default of any obligation of Transporter pursuant to
Section 6, Covenant Not to Compete, or Section 7, Confidentiality,
of this Agreement.
iii. Breach or default by Transporter of any other material obligation in
this Agreement, which breach or default is not cured within 48 hours
of written notice from Company.
B. Transporter may terminate this Agreement as follows:
i. Breach or default of any material obligation of Company, which
breach or default is not cured within five (5) days of written
notice from Transporter.
ii. If Company files protection under the federal bankruptcy laws, or
any bankruptcy petition or petition for receiver is commenced by a
third party against Company, any of the foregoing of such remains
undismissed for a period of sixty (60) days.
9. Independent Contractor
Transporter is and throughout this Agreement shall be an independent contractor
and not an employee, partner or agent of Company.
10. Tools and Supplies
Unless otherwise agreed to by Company in advance, Transporter shall be solely
responsible for procuring, paying for and maintaining any equipment, software,
paper, tools or supplies necessary or appropriate for the performance of
services hereunder.
11. Controlling Law
This Agreement shall be governed by and construed in accordance with the laws of
the State of New York.
12. Headings
The headings in this Agreement are inserted for convenience only shall not be
used to define, limit or describe the scope of this Agreement or any of the
obligations herein.
13. Final Agreement
This Agreement constitutes the final understanding and agreement between the
parties with respect to the subject matter hereof and supersedes all prior
negotiations, understandings and agreement between the parties, whether written
or oral. This Agreement may be amended, supplemented or changed only by and
agreement in writing signed by both of the parties.
14. Notices
Any notice required to be given or otherwise given pursuant to this Agreement
shall be in writing and shall be hand delivered, mailed by certified mail,
return receipt requested or sent by recognized overnight courier service as
follows:
If to Transporter:
Nexgen Energy, LLC
000 Xxxxx Xxxxxxxx Xxxxxx
Xx. Xxxxxx, XX 00000
If to Company:
XxxxxxxxxXxx.xxx
000 Xxxxx Xxxxxxxx
Xxxxx Xxxxxx, XX 00000
Phone (000) 000-0000
Fax (000) 000-0000
15. Severablitiy
If any term of tis Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.
IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the
date first above written,
[Signature]
