AGREEMENT
This Agreement is made the day 1999 by and of between Consortium Service
Management Group, Inc., a Texas Corporation ("CSMG") and Western Waste
Management, Inc., an Idaho corporation ("WWM").
CSMG has secured worldwide exclusive rights to an animal waste treatment process
("the process") described as follows:
"An anaerobic animal waste processing facility, the same being a closed system
which processes the manure in a closed environment and provides methane for
electric generation or other purposes, allows the elimination of the waste
lagoon, cleans water to drinking water standard if elected by the Customer and
processes the animal waste to a level that the processed product is not harmful
to environment, animals or humans."
WWM is an independent Idaho corporation which contemplates providing necessary
services to CSMG in the obtaining of Customers and sales for CSMG as well as
such services accompanying management and operation of said anaerobic animal
waste processing facilities to be established at Customer locations.
For good and adequate consideration, the receipt of which is acknowledged
herein, the parties hereby agree as follows:
1. In contemplation of the agreements herein, CSMG hereby grants to WWM an
exclusive right to market the anaerobic animal waste processing facility and
turn key operations "the process" in the states of Idaho, Washington, Oregon,
California, Nevada and Utah ("xxx Xxxxxxxxx"). WWM's exclusive marketing right
shall be perpetual for so long as WWM achieves gross sales of the equipment on
behalf of CSMG in an amount which equals or exceeds Five Million Dollars
($5,000,000.00) in a twelve month period. Such period shall commence on the
completion of the first animal waste treatment facility in the Territory, and
the maintenance process becoming operational and successfully treating animal
waste.
I (a). WWM hereby agrees that it will devote its full time to promoting the
marketing, maintenance and operation of CSMG's anaerobic animal waste processing
facility and it will not market, promote, sell, maintain, manage or be directly
or indirectly involved in any other business of any kind without the express
written consent of CSMG. 2, The prices to be quoted for the process by WWM to
Customers in the Territory shall be the prices then being quoted by CSMG for
sales of equipment and construction of the process as well as turn-key services
provided during the term of Customer's agreement. All such prices are for the
process fully erected and successfully operating at the Customer's site in the
Territory All orders or contracts taken for CSMG with any Customer must, prior
to any efforts by CSMG, be specifically approved by any third party leasing or
financing company dealing with CSMG and providing long term funding for the
Process. in this regard, the Customer may be required to furnish confidential
financial information subsequent to its order or agreement with CSMG.
3. Upon receipt of an order for this Process, and receipt of the deposit check,
WWM shall immediately notify CSMG, and transmit to CSMG the order and necessary
Customer financial information and the Customer's deposit check which shall be
made solely payable to CSMG. CSMG, upon receipt of the order and deposit check
from VOW shall immediately notify the third party leasing or financing company
with which it is seeking to provide long term funding for the process and as
expeditiously as possible seek approval of the Customer and the proposed
agreement. Following such approval CSMG shall immediately begin to locate,
design, and plan, the animal waste treatment facility. Construction and erection
of the plant at the site as specified by NVWM or the Customer, shall begin
within seven months after Customer and WWM shall have furnished to CSMG all
necessary government permits. If such permits are not forthcoming through no
fault of CSMG, then in that event the Customer shall be entitled to a refund of
all unused portions of its initial deposit. All such orders and contracts shall
be taken by WWM in the name
Exhibit 10.6
Page 1 of 4 Pages
of CSMG. CSMG shall have completed construction of the facility and the facility
shall be complete, operational, and successfully treating animal waste within
the established time noted in each of said orders by CSMG, barring any
unexpected delays due to strikes, war, inclement weather, acts of God or
otherwise.
4. Upon receipt by CSMG of each order and deposit check, NVWM shall be entitled
to a commission equivalent to ten percent (10%) of the initial deposit check
received by CSMG, but not less than a sum of Five Thousand Dollars ($5,000).
During the location, design, and planning, and prior to the construction and
erection process, VOW shall be solely responsible for obtaining on behalf of
CSMG any and all permits required by any governmental entity and which would be
necessary to build, complete and daily operate the anaerobic animal waste
processing facility contemplated herein. CSMG shall deliver replacement parts to
V;WM within three working days. Costs of such parts not covered by warranty
shall be divided by CSMG and WAW on the pro-rata percentage as the revenue
sharing is divided for the particular plant. All such permits shall be taken in
the sole name of CSMG and WWM shall provide CSMG, as soon as practicable, with a
copy of all such permits as well as all regulations applicable to said permits.
5. Upon the completion of the construction of the plant and the acceptance
thereof by the Customer, WWM, and the third party leasing company, WNW shall
then be entitled to a commission of ten percent (10%) of the total price of the
unit less the commission previously paid as specified in paragraph 4 above. WWM
shall have the total responsibility to daily manage and service such plant and
be the entity primarily responsible for the plant's maintenance and operation.
As consideration for these continued services on the part of VOW, during the
time CSMG is under obligation to make payments to any third party leasing or
financing company, CSMG agrees to pay to WWM the sum of seventy-five percent
(75%) of the monthly net revenues received by CSMG from the Customer but not
less than Two Thousand Dollars ($2,000) per month. WWM agrees that CSMG may
retain twenty-five percent (25%) of the above described net revenues. "Net
Revenues" shall be defined as that sum between the monthly payments made by the
Customer and the monthly amounts due by CSMG to any third party leasing or
financing company. Upon termination CSMG's obligation to any third party leasing
or financing company, CSMG agrees to pay WWM as follows: (1) the amount of all
payments made by CSMG to WWM for the twelve (12) months immediately prior to
termination of any third party leasing or financing company arrangement shall be
calculated: (ii) the amount so calculated shall be divided by twelve (12), which
sum shall be the amount CSMG shall pay WWM per month for the duration of CSMG's
contractual relationship with the Customer, including contractual extensions by
Customer.
6. All solid by-products generated by the waste treatment facility shall be the
property of CSMG and shall be delivered by WWM to a central location as
designated by CSMG. For transportation in excess of twelve (12) miles from the
facility to the CSMG designated location, WWM shall charge standard trucking
fees as part of the expense against gross profits including WWM transportation
expenses in excess of twelve (12) miles from the facility which shall be
included in calculating profits. CSMG agrees to bag and market such animal waste
by-products and the net profits therefrom shall be divided between WWM and CSMG
as fifty percent (50%) to each entity as and when received.
7. CSMG shall indemnify, defend, and hold harmless WWM, its officers, directors,
employees and agents, and their successors, heirs and assigns from and against
all loss, claims, suits, costs, expenses, liabilities, personal or consequential
damages, proceedings, and cause of action arising out of or connected with
CSMG's breach of this Agreement.
8. WWM shall indemnify, defend and hold harmless CSMG, its officers, employees
and agents, and their successors, heirs and assigns from and against all loss,
claims, suits, costs, expenses, liabilities, personal or consequential damages,
proceedings, and causes of action arising out of or connected with either WWM's
breach of this Agreement or WWM's management or operations at any site within
the territory covered by this Agreement, including any suits brought against
CSMG by any third party for any reason connected with the anaerobic animal waste
processing facility of any kind. WWM at its sole cost and expense shall obtain
necessary liability insurance in an amount of at least One Million Dollars ($
1,000,000) per processing operation and in such policy of insurance name CSMG as
a co-insured. WWM shall provide copies of the declaration
Exhibit 10.6
Page 2 of 4 Pages
pages of said insurance policies within ten (10) days of its acquisition.
9. The parties shall use their best endeavors to settle any dispute or
controversy or claim arising out of or relating to this Agreement. To this
effect, the parties shall consult and negotiate with each other, in good faith
and understanding of their mutual interests, to reach a just and equitable
solution satisfactory to both parties. If the parties cannot reach a solution
within a period of thirty (30) days, then the dispute shall be finally settled
by arbitration in accordance with the rules of the American Arbitration
Association. The Arbitration Tribunal shall be formed of one arbitrator to be
selected by CSMG and one arbitrator to be selected by WWM with the two selected
arbitrators selecting a third arbitrator among themselves. The arbitration shall
take place in a mutually agreed location. Judgment entered upon the award
rendered may be entered into any court having jurisdiction or application may be
made to such court for a judicial recognition of the award or an order of
enforcement thereof as the case may be. This paragraph provides the sole
recourse for the settlement of any dispute, controversy, or claim arising out of
or relating to this Agreement.
10. Unless expressed herein, This Agreement does not make either party the
employee, agent, or legal representative of the other for any purpose
whatsoever. Other than as set forth herein, neither party is granted any right
or authority to assume or to create any obligation or responsibility, express or
implied, on behalf of or in the name of the other party. Neither party shall act
or represent itself or suffer or allow anyone else to hold themselves out as an
agent or employee of the other party. Neither party shall have authority,
express or implied, to make any representations or statements on behalf of the
other party, other than as expressed herein.
11. Neither party shall have the right to assign or otherwise transfer its
rights and obligations under this Agreement except with the prior written
consent of the other party. Any prohibited assignment shall be considered null
and void.
12. All notices, requests, consents, demands, waivers, or other communications
hereunder shall be in writing, first class registered or certified mail,
facsimile transmission or by hand delivery to the address set forth below.
Notices to CSMG shall be sent to:
Consortium Services Management Group
000 X. Xxxxxxxxx, 000 X. Xxxxx Xxxxxx Xxxxxxx, XX 00000 with a copy to: F.
Xxxxxx Xxxxxx Xxxxxx Xxxxxx & Associates 000 X. Xxxxxxxxx, Xxx. 0 000 Xxxxx
Xxxxxx Xxxxxxx, XX 00000-0000 (000) 000-0000 (phone) (000) 000-0000 (fax)
All notices to WWM shall be delivered to:
Western Waste Management, Inc.
0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 00000
The parties may at any time designate by like notice hereunder other addresses
to which notices and other communications should be transmitted.
13. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT
TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PROPOSALS, ORAL OR WRITTEN, AND
ALL NEGOTIATIONS, CONVERSATIONS, OR DISCUSSIONS HERETOFORE HAD BETWEEN THE
PARTIES RELATED TO THIS AGREEMENT.
14. This Agreement may be modified, amended, rescinded, canceled or waived, in
whole or in part only by written amendment signed by the parties.
Exhibit 10.6
Page 3 of 4 Pages
15. In the event that any of the terms of this Agreement are in conflict with
any rule of law or statutory provision or are otherwise unenforceable under the
laws or regulations of any government or subdivision hereof, such terms shall be
deemed stricken from this Agreement, but such invalidity or unenforceability
shall not invalidate any of the other terms of this Agreement and this Agreement
shall continue in force, unless the invalidity or unenforceability of any such
provisions hereof does substantial violence to, or where the invalid or
unenforceable provisions comprise an integral part of, or are otherwise
inseparable from, the remainder of this Agreement.
16. CSMG has the right to assign this contract to its subsidiary animal waste
company.
17. This Agreement may be executed in counterparts and each such counterpart
shall be deemed an original hereof.
18. No failure by either party to take any action or assert any right hereunder
shall be deemed to be a waiver of such right in the event of the continuation or
repetition of the circumstances giving rise to such right.
19. In the event either party shall initiate legal action to enforce any of the
terms of this Agreement, including arbitration, prevailing party shall be
entitled to its actual attorney's fees, costs, and all actual expenses of the
legal proceedings.
20. This contract shall be construed under the laws of the State of Texas.
21. All payments by CSMG to WWM hereunder will be made within five (5) business
days from CSMG's receipt of payment from customer.
CONSORTIUM SERVICE MANAGEMENT GROUP, INC.
By Xxxxxx Xxxxxxx
Its
Western Waste Management, Inc.
By
Its
Exhibit 10.6
Page 4 of 4 Pages
