GENERAL AGREEMENT
THIS GENERAL AGREEMENT (this "Agreement") entered into this 2nd day
of May, 1998, by and between EAST TENNESSEE MATERIALS & ENERGY
CORPORATION (a Tennessee Corporation), having a place of business
in Oak Ridge, Tennessee, hereinafter referred to as M&EC, and
PERMA-FIX ENVIRONMENTAL SERVICES, INC. (a Delaware Corporation),
having its corporate offices in Gainesville, Florida, hereinafter
referred to as PESI, agree to as the date above to work together
and/or separately as provided in this Agreement. The parties may
alternate as contractor or subcontractor in contracts with
customers under this agreement. They will each be bound by the laws
of the contractors state of corporate residence and in the state in
which the work is performed under such contracts.
The terms "Party" and "Parties" shall mean M&EC and PESI as used in
this Agreement.
WITNESSETH
WHEREAS, the parties hereto desire to obtain contracts with
USDOE customer(s) that possess and need to treat and dispose of
certain types of radioactive, mixed or hazardous wastes and/or
environmental restoration projects in accordance with the
Description of Services as contained in Appendices A, B and C
(attached), hereinafter called "Services."
WHEREAS, since certain customers may require these selected
Services, the parties have agreed that in some cases, a mutual
effort in offering and performing Services to/for selected
customers may enhance the likelihood of contract awards to the
parties in accordance with the terms of this Agreement.
1. CONTRACTOR-SUBCONTRACTOR RELATIONSHIP
_____________________________________
Throughout the term of this Agreement, in connection with the
activities described in Appendices A, B and C of this General
Agreement, M&EC or PESI can act as a Contractor for work described,
subject to the exceptions noted herein, and M&EC or PESI can act as
subcontractor for that specific scope of work that are specifically
described and attached to the respective appendices. Upon agreeing
upon a specific scope of work (which must be attached to the
Services described in the appendices), the specific
contractor/subcontractor relationship, financial agreements and
term shall be specifically established.
2. PROPOSAL PREPARATION
____________________
a. The parties to this Agreement in response to requests for
active proposals ("RFPs") may use the Services described
in Appendix A, B or C to this Agreement of the other
party to provide the Services that such other party is
capable0f performing as a subcontractor. The parties
acknowledge and agree that either party may participate
in an agreement to provide services described in the
attached Appendix A, B or C without the other party to
this Agreement.
b. The parties shall use their best efforts in preparing and
submitting to the other party (the "Contracting Party")
those portions of a proposal or other information
relating to their Services for use in a proposal being
submitted to a prospective customer by the Contracting
Party.
c. The parties will negotiate proposed contracts with
customers in good faith. Any subcontract resulting from
EAST TENNESSEE MATERIALS & ENERGY CORPORATION/
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
FI/M&EC598.END Page 1 of 11 May 27, 1998
the contract negotiations with a customer shall reflect
the final scope of work negotiated between the customer
and M&EC or PESI and be attached to this Agreement as a
numbered Addendum.
d. It is agreed that the parties will bid wherever
appropriate; however, if the RFP issued by the customer
requires that bids for Services be submitted to the
customer on a basis other than a unit price basis, then,
the other party shall offer their Services as a
subcontractor on the basis of the same price structure
that the Contracting Party shall be performing their
Services.
e. Both parties may prepare the proposals, integrate the
data provided by the other company and submit the
proposals to the customer. Both parties should consult
with each other on decisions affecting input to such
proposals.
f. Parties may identify the contribution of the other party
in the proposal and the other contracts with their
customers and shall propose the other party as the
subcontractor for that work to the customer, and shall
provide appropriate information about the other party, if
requested by the customer.
g. Each party agrees to bear all costs and expenses incurred
by it in the preparation of proposals, marketing, sales
or any other direct or indirect costs not otherwise
specified in Appendix A, B, or C.
3. AWARD OF SUBCONTRACT
____________________
a. If either party enters into a contractual relationship
with a customer to provide Services, the other party if
designated as subcontractor, is subject to any specific
requirements by the customer, then the Subcontractor
shall use its best efforts to satisfy the specific
requirements of the customer so as not to jeopardize the
contract obtained by the Contractor.
b. The subcontractor shall be subject to the mutual
agreement of the parties relative to terms and conditions
including price and delivery schedule; except that they
may contain clauses required by the applicable
regulations and by the prime contract, which by its terms
are to be accepted by the subcontractor.
4. DISCLOSURE AND PROTECTION OF INFORMATION
________________________________________
a. Any proprietary and/or confidential information and
documents exchanged by the parties shall be identified by
the furnishing party as such by (i) appropriate stamp or
marking on the documents exchanged, or (ii) written
notice of proprietorship, sent to the receiving party no
later than two (2) weeks after disclosure, with listing
of all proprietary material and appropriately stamped or
marked summaries of such other disclosures.
b. The receiving party will hold such proprietary
information in confidence for a period of five (5) years
from the date of receipt of the information, except as
noted below. During this period each party will use such
information available only to its employees having a
"need to know" in order to carry out their functions in
connection with such effort. Unless authorized in writing
by the party originally transmitting such proprietary
EAST TENNESSEE MATERIALS & ENERGY CORPORATION/
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
FI/M&EC598.END Page 2 of 11 May 27, 1998
information hereunder, the receiving party will not
otherwise use or disclose such proprietary information
during the above-mentioned five (5) year period except
that it may be disclosed to customers for evaluation in
connection with proposals submitted in accordance with
the terms of this Agreement, provided any such disclosure
bears an appropriate restrictive legend and is agreed to
in writing by the party whose information is being
disclosed.
c. Confidential information shall not be afforded the
protection of this Agreement, if on the effective date
hereof, such information has been, or from the time
thereafter such information is:
i. developed by the receiving party independently of
the furnishing party;
ii. rightly obtained without restriction by the
receiving party from a third party;
iii. publicly available other than through the fault or
negligence of the receiving party; or
iv. released without restriction by the furnishing
party to anyone, including the United States
Government.
d. Should the receiving party be faced with legal action Or
a requirement under regulatory authority to disclose
proprietary information received hereunder, the receiving
party shall forthwith notify the furnishing party, and,
upon the request of the latter, shall cooperate with the
furnishing party in contesting such a disclosure. Except
in connection with failure to discharge responsibilities
set forth in the preceding sentence, neither party shall
be liable in. damages for any disclosures pursuant to
judicial action or regulatory regulations or for
inadvertent disclosure where the customary degree of care
has been exercised; provided, that upon discovery of such
inadvertent disclosure, it shall have endeavored to
prevent any further inadvertent disclosure.
e. No license under any patents is granted or conveyed by
one party's transmitting proprietary information to the
other party hereunder, nor shall such a transmission
constitute any representation, warranty, assurance,
guarantee or inducement by the transmitting party to the
other party with respect to infringement of patent or
other fights of others.
f. All proprietary information furnished hereunder shall
remain the property of the furnishing party. The
receiving party shall return or destroy all copies of
proprietary information received under this Agreement as
directed by the party supplying the information. Upon
request, the receiving party shall send the furnishing
party a destruction certificate.
5. RIGHTS IN INVENTIONS. DATA AND INFORMATION
__________________________________________
Inventions shall be and remain the property of the party making
such inventions. In the event joint inventions are made by the
parties in the course of the work under the Agreement, such
inventions shall be jointly owned by the parties. In this regard
the parties may be required to and shall grant license or other
rights to customers for inventions, data, and for information under
provision which may be contained in the Customer's prime contracts,
provided, such license or other fights shall not exceed those
required by said contract.
EAST TENNESSEE MATERIALS & ENERGY CORPORATION/
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
FI/M&EC598.END Page 3 of 11 May 27, 1998
6. EXPENSES
________
Except for the compensation which may be paid to the parties in
accordance with any contracts and subcontracts with customers, each
party shall bear all its own expenses incurred in connection with
activities undertaken pursuant to this Agreement.
7. CHANGES
________
a. Affiliation Changes
___________________
If affiliation changes are made, the party requesting a
change shall provide a 60 day notice to the affected
party describing the planned changes. The affected party
may accept the changes or terminate the Agreement.
b. Process Changes
_______________
Both companies reserve the right to make changes in the
services furnished by the company which, in its opinion,
may be required in order to meet the requirements of a
purchase order or contract and all applicable
regulations. The party making changes shall submit to the
other party prospective modifications to the prices that
they will charge for services. Either party shall have
the option of accepting the proposed modifications or
terminating their services under the subject purchase
order or contract.
c. Codes, Laws, and Regulations
____________________________
Both companies will comply with all applicable codes and
federal, state, and local laws and regulations, including
the applicable requirements of governmental authorities,
regarding (i) transportation, inspection, handling,
processing, and disposal of the materials and wastes
generated from the materials; and (ii) the design,
construction, operation, and maintenance of the
facilities and transportation equipment.
8. PUBLICITY
_________
No publicity or advertising regarding any proposal or contract
resulting from or relating to this Agreement shall be released by
either party without the prior written approval of the other party.
9. INDEPENDENT CONTRACTOR RELATIONSHIP
___________________________________
The parties have entered into this Agreement as independent
contractors; and this Agreement does not establish, create, nor
should it in any way be interpreted as establishing, or creating a
joint venture, partnership or formal business organization of any
kind. Any exclusive relationship must be specifically stated in the
scope of work which is further described as an addendum to Appendix
A, B or C and signed by both parties.
10. TERMINATION
___________
This Agreement and all fights and duties hereunder, except those in
paragraph 4 will cease and terminate upon the first to occur of the
following:
a. There is no expiration to this General Agreement;
however, each Appendix attached must have a time period
described unless it is further described in the specific
scopes of work attached to each Appendix;
EAST TENNESSEE MATERIALS & ENERGY CORPORATION/
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
FI/M&EC598.END Page 4 of 11 May 27, 1998
b. Substantial failure of either party to perform as
provided in this Agreement. The affected party can notify
the other party that it plans to terminate with 30 days
written notice;
c. Mutual agreement by the parties. In the absence of such
agreement, no party may unilaterally withdraw; or
d. Both companies shall remain in regulatory compliance to
the best of their abilities during the term of the
Agreement. In the event either party feels the compliance
status of the other may be jeopardizing the reputation of
the other due to association, the non-compliant company
has 90 days to rectify its regulatory posture to the
satisfaction of the other party. Failure to obtain this
satisfaction shall make this Agreement null and void.
e. If either company significantly affiliates with an
organization that provides the same service that is
offered by the other party in this Agreement, or if the
other party develops or acquires the capability to
provide this same service from within its own resources,
then either party may terminate the provisions of this
Agreement by giving 60 days written notice of termination
to the other party. The contract may be terminated
additionally as follows:
i. If either party loses or permits to lapse any
license or permit required to legally perform the
Services they have agreed to provide under the
Agreement;
ii. If either party breaches any of the terms of this
Agreement or fails to make payments due to the
other party, and after notification by the other
party, fails to cure the breach or make such
payment within a reasonable period of time, then
the non-breaching party shall have the option of
terminating the Agreement;
iii. If either party becomes insolvent, makes an
assignment for the benefit of creditors, files a
petition for bankruptcy, or if an involuntary
petition in bankruptcy is filed against one of the
parties;
iv. If a party to the Agreement commits a criminal act
or engages in any activity or conduct which. in the
reasonable judgement of the other party, is
detrimental to the name of goodwill associated with
the other party to this Agreement; or
v. If both parties have the opportunity to cure the
occurrence of an event of termination upon a
party's failure to comply with Subsection 10(b),
10(ii). In the case of 10(ii) and 10(iii), the time
period to resolve is to be mutually decided.
11. ASSIGNMENT
__________
Neither party may assign or transfer its interest herein without
the prior consent of the other party; except that either party may,
without such prior written consent, assign or transfer its interest
herein to a wholly-owned subsidiary. In this event, the wholly-
owned subsidiary shall be bound by the terms of this Agreement.
EAST TENNESSEE MATERIALS & ENERGY CORPORATION/
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
FI/M&EC598.END Page 5 of 11 May 27, 1998
12. INDEMNIFICATION
_______________
a. M&EC and PESI shall ensure that its employees shall obey
all pertinent rules and regulations of the other party
while said employees are present on the premises of the
other party, including those relative to the safeguarding
of proprietary information.
b. M&EC agrees to indemnify PESI, its officers, employees,
and agents against all loss and liability whatsoever if
such damage, injury, or death is caused by any act or
omission to the act by M&EC in connection with
performance under this Agreement.
x. XXXX agrees to indemnify M&EC, its officers, employees,
and agents against all loss and liability whatsoever if
such damage, injury. or death is caused by any act or
omission to the act by PESI in connection with
performance under this Agreement.
d. Reversion
_________
i. For services that pertain to the management of
wastes:
If it is determined that a certain waste does not
conform to the provisions of the waste profile
approval, regulations, permits and/or licenses of
the receiving party, the contractor is to make
arrangement for the waste materials to be removed
within 30 days of written notification of
nonconformance by the receiving party. The
contractor shall assume all costs of shipping and
any removal costs incurred by the receiving party
for repackaging the waste for transportation.
13. PAYMENT
_______
a. Payment shall be made within fifty (50) days of the date
of invoice. Invoices shall be furnished in accordance
with scope of work outlining the pricing schedule or as
otherwise provided. Unless otherwise agreed to by the
parties, any balance outstanding after fifty (50) days
shall be subject to a monthly service charge of one
percent (1%) for each full and each partial month from
the original due date to the date of payment. Service
charges can be Billed on a monthly basis.
b. In the event that either party is unable to abide by the
terms of payment, the party not paying may be considered
in breach of contract. This breach does not release the
company of other terms of contract nor assume termination
of the contract.
14. TAXES
_____
Prices do not include any sales, use, excise, ad valorem (including
property), or similar taxes applicable to the materials, the
services, or the work performed by the receiving party.
Consequently, in addition to the prices, the amount of any present
or future sales, use, excise, ad valorem, or other similar tax
applicable to the materials or services or disposal services shall
be paid by the party requesting the service.
EAST TENNESSEE MATERIALS & ENERGY CORPORATION/
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
FI/M&EC598.END Page 6 of 11 May 27, 1998
15. DELAYS
______
a. Unless otherwise specified, if no materials or part
thereof are to be returned to the other company, any
Schedule for performance of the services is solely within
the discretion of the company in possession of the waste
as long as all applicable governmental regulations are
met.
b. The companies shall not be liable for delays or
interruptions in the performance of services which arise
from any act, delay, or failure to act on the part of any
governmental authority, including delays or failure to
act in the issuance of permits or licenses; war (declared
or undeclared); riot; revolution; acts of God; suspension
or interruption in the operations of the facilities, for
any reason, including changes in or compliance with
applicable codes. laws, and regulations of governmental
authorities or process or order of any court or
administrative agency; accidents or disruptions such as
fire, explosion. or major equipment breakdown; failure or
delay, beyond the company's reasonable control in
secluding necessary supplies, materials, equipment,
services, or facilities; transportation Shortages; labor
difficulties such as strikes. slowdowns, shortages, or
jurisdictional disputes; availability of acceptable
transportation facilities or disposal facilities and
sites at reasonable cost; or any cause beyond the
company's reasonable control. The time for performance
shall be extended for a period equal to the time lost by
reason of the delay.
16. GENERAL LIMITATIONS OF LIABILITY
________________________________
a. The total liability between the companies for all claims
of any kind, whether based upon contract obligations.
tort liability (including negligence) or otherwise, for
any loss or damage arising out of, connected with, or
resulting from this Agreement or from the performance or
breach thereof, or from the services performed by one of
the companies or from the materials or the sale,
delivery, resale or use of the materials, shall in no
case exceed the aggregate purchase order price or amount
of sale.
b. In no event, whether as a result of breach of contract,
tort liability (including negligence), or otherwise, and
whether arising before or after performance of any
services by either company shall the liability to the
other for any damages caused by reason of unavailability
of, or failure or delay in obtaining any packaging,
transportation. inspection, handling, processing
(including decontamination) or disposal equipment or
beyond either company's reasonable control;
unavailability of the facility or shutdowns or service
interruptions thereof; loss of anticipated profits, loss
of use of revenue, inventory or use charges, cost of
capital, or claims of customers; or for any special.
incidental, or consequential damages of any nature.
c. Neither party shall be liable for regulatory violations
by the other or any liabilities arising from such
violations.
d. The provisions of this section shall have precedence over
any other provisions of this Agreement and any other
agreement between the parties.
e. The provisions of this section and of other sections of
this Agreement providing for limitation of or protection
against liability of the companies shall apply to the
EAST TENNESSEE MATERIALS & ENERGY CORPORATION/
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
FI/M&EC598.END Page 7 of 11 May 27, 1998
full extent permitted by law and regardless of fault and
shall survive either cancellation or termination of this
Agreement.
17. POSSESSION
__________
a. Upon either company taking possession from the other,
responsibility for the material which meets the
possession requirements of the receiver shall pass from
the shipper to the receiver.
b. Material and Waste Products.
___________________________
The shipping company represents and warrants that data
set forth in the radioactive wastes shipment and/or
hazardous waste manifests are true and correct in all
respects and is in accordance with all applicable
government laws, rules, and regulations.
c. Rejection
_________
Either company may reject the waste from the other
company if the waste does not comply with the applicable
waste acceptance criteria as established by the receiving
company. However, the receiving company shall endeavor to
assist the shipper to try to rectify any and all problems
prior to resorting to the return of the waste. In the
event the waste is returned, the company returning the
waste may impose a reasonable surcharge to cover for
handling of the materials.
18. NON COMPETE
___________
PESI agrees to not actively pursue existing customers of M&EC and
vice-versa. In the event that a M&EC customer is inadvertently
contacted by PESI (and vice-versa) and is identified as an existing
customer, efforts by the selling company will be to encourage the
current relationship. If the customer wishes to change vendors, the
selling company will contact the vendor holding the account with
the customer and advise them of this intent. In the event that both
companies have made contact with a prospect (or customer), there is
no "non-compete" claim by either party.
19. SURVIVAL OF TERMS
_________________
The terms described below shall survive the termination or
expiration of the Agreement for three (3) years:
a. Paragraph 4 - Disclosure and Protection of Information
b. Paragraph 5 - Rights in Inventions Data and Information
c. Paragraph 8 - Publicity
d. Paragraph 12 - Indemnification
e. Paragraph 13 - Payment
f. Paragraph 16 - General Limitations of Liability
20. GENERAL
_______
a. Both companies represent that services performed by their
companies will be performed in compliance with the
requirements of the Fair Labor Standards Act of 1938, as
amended.
b. Any assignment of all or any of the rights hereunder by
either party without the written consent of the other
shall be void.
c. The provisions of this contract are for the benefit of
both companies and not for any other person.
EAST TENNESSEE MATERIALS & ENERGY CORPORATION/
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
FI/M&EC598.END Page 8 of 11 May 27, 1998
d. Waiver by either company of any default by the other
shall not be deemed a waiver of any other default.
e. Notices
_______
Any notice or other communication required or which may
be given hereunder shall be in writing and either be
delivered personally or be mailed, certified or
registered mail, postage prepaid, and shall be deemed
given when so delivered personally, or if mailed, two (2)
days after the date of mailing, as follows:
M&EC: East TENNESSEE Materials & Energy Corporation
000 Xxxxxxxxx Xxxxxx
Xxx Xxxxx, XX
Attn: Xxxx Xxxxxx
PESI: Perma-Fix Environmental Services, Inc.
0000 X.X. 00xx Xxxxx
Xxxxxxxxxxx, XX 00000-0000
Attn: Xxx Xxxxxxxxxx
The parties may change the person and addresses to which
the notices or other communications are to be sent by
giving written notice of any such change in the manner
provided herein for giving notice.
f. Each company shall designate in writing a representative
to receive notices or other communications hereunder. All
notices and communications shall be given in writing by
mail or telegraph.
g. Exceptions to the Agreement are noted on a separate
attachment and must be agreed to by both companies in
writing before being a part of this Agreement.
h. Prices for other sized containers or types of waste or
services not specifically stated in this contract shall
be obtained from the respective company prior to shipment
of waste or performing the service.
i. Prices do not normally include transportation of
materials to either company.
j. Services do not include supplying of drums, liners,
absorbent materials or the ancillary items used for
packaging, shipping or transporting.
k. The handling and processing of special problems
associated with authorized services shall be performed
and billed on a time and materials basis after agreement
of the companies with respect to the scope, schedule and
cost for such services.
EAST TENNESSEE MATERIALS & ENERGY CORPORATION/
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
FI/M&EC598.END Page 9 of 11 May 27, 1998
l. Both companies agree to provide the other the most
favorable discount and fee schedule available to their
other customers.
x. XXXX shall provide M&EC Certificates of Destruction of
all materials as appropriate assuming M&EC is the
contractor for waste management services.
21. ADDITIONAL TERMS
________________
a. Exhibits
_________
All Exhibits annexed hereto and the documents and
instruments referred to herein or required to be
delivered simultaneously herewith are expressly made a
part of this Agreement as fully as though completely set
forth herein, and all references to this Agreement herein
or in any of such Exhibits, documents or instruments
shall be deemed to refer to and include all such
exhibits, documents and instruments.
b. Applicable Law and Binding Effect
_________________________________
This Agreement shall be construed and enforced in
accordance with the laws of the State of Florida
applicable to agreements to be executed and performed
wholly within said state, with the State of TENNESSEE
applicable to agreements to be executed and performed
wholly within the State of TENNESSEE, and shall insure to
the benefit of and be binding upon the parties hereto and
their heirs, personal representatives, successors and
assigns.
c. Invalid Provision
_________________
The invalidity or unenforceability of any term or
provision of this Agreement or the non-applicability of
any such term or provision to the companies or
circumstances shall not impair or affect the remainder of
this Agreement, and the remaining terms and provision
thereof shall not be invalidated, but shall remain in
full force and effect and shall be construed as if such
invalid, unenforceable or non-applicable provisions were
omitted.
22. ENTIRE AGREEMENT
________________
This is the .entire Agreement between the parties including any
contractor agreement between Performance Development Corporation
(PDC) and Perma-Fix Environmental Services, Inc. (XXXx) concerning
Services and it supersedes any prior written or oral agreements
thereon and may not be amended or modified except by the subsequent
Agreement in writing by duly authorized officers or representatives
of the parties.
EAST TENNESSEE MATERIALS & ENERGY CORPORATION/
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
FI/M&EC598.END Page 10 of 11 May 27, 1998
IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed in duplicate originals by its duly authorized
representatives on the day and year first above written.
Perma-Fix Environmental East Tennessee Materials
Services, Inc. and Energy Corp.
By: /s/ Xxxxx X. Xxxxxxxxxx By: /s/ Xxxx X. Xxxxxx
________________________ _______________________
Signature Signature
Xxxxx X. Xxxxxxxxxx Xxxx X. Xxxxxx
___________________________ _______________________
Please Print Name Please Print Name
Title: President Title: President
_____________________ ____________________
Date: May 27, 1998 Date: May 27, 1998
______________________ _____________________
May 27, 0000
XXXX XXXXXXXXX MATERIALS & ENERGY CORPORATION/
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
FI/M&EC598.END Page 11 of 11 May 27, 1998
Appendix A
This Appendix to the M&EC and PESI GENERAL Agreement sets forth the
special conditions applicable to the arrangement when M&EC performs
as a "broker of wastes.
1. East TENNESSEE Materials and Energy Corporation GENERAL
Description of Services Responsibilities
________________________________________________________________
a. M&EC shall furnish to PESI, waste manifests, shipping
papers, certifications, and related documentation with
respect to the Materials necessary for PESI to perform
the services required of it under this Agreement.
b. All information, equipment, personnel, facilities, and
other items to be furnished by M&EC shall be furnished in
a timely manner so as to facilitate and not delay the
orderly performance of the services.
c. M&EC shall deliver the Materials properly packaged and
labeled in accordance with the specifications set forth
above and all regulations of federal, state, and local
regulatory authorities (hereinafter called "governmental
authorities") which may be applicable thereto, together
with all requisite shipping documentation and radiation
and other survey data. M&EC shall conduct all requisite
inspections of the Materials prior to shipment or provide
assurance that the wastes conform to the Waste Acceptance
Criteria (WAC) of PESI.
d. Delivery and Risk of Loss
_________________________
The Materials shall be delivered to PESI at the Central
Processing Facility (CPF) in Gainesville, Florida. All
shipments must be pre-approved. Subject to the terms of
this Agreement, unless otherwise agreed to by the
parties, neither the authorized Materials nor any part
thereof shall be retumed to M&EC and PESI shall dispose
of the same in accordance with all applicable
regulations, including, but not limited to, any sale or
other disposition for the PESI's benefit.
x. Xxxxx
_____
Unless otherwise specified, if no Materials or part
thereof are to be retumed to M&EC, any Schedule for
performance of the Services is solely within the
discretion of the PESI as long as all applicable
governmental regulations are met.
APPENDIX A
M&EC\PESI - GENERAL AGREEMENT
CJW/M&EC598.END Page 1 of 3 May 27, 1998
2. Perma-Fix Environmental Services. Inc. GENERAL Description
of Services Responsibilities
_________________________________________________________
a. PESI shall process, handle, store, test and arrange for
disposal of such material. Such storing. processing and
disposal services are herein after referred to as the
"Services." PESI shall maintain records of receipt,
inventory, and disposal for each shipment received.
x. XXXX reserves the right to make changes in the Services
furnished by PESI which, in its opinion, may be required
in order to meet the requirements of the purchase order
and all applicable regulations. No such change will
result in a change in the prices or schedules. In any
case where Materials are to be returned to M&EC, PESI
will consult with M&EC regarding any significant changes
by Company.
c. Codes, Laws and Regulations
___________________________
PESI will comply with all applicable codes and federal,
state, and local laws and regulations, including the
applicable requirements of governmental authorities.
regarding (i) transportation, inspection, handling,
processing, and disposal of the Materials and wastes
generated from the Materials, and (ii) the design,
construction, operation, and maintenance of the CPF and
transportation equipment and facilities.
d. If any date is provided to M&EC for performance of
Services by PESI with respect to the Materials, such date
shall be deemed to be an estimate only, and PESI shall
not be liable for delays or interruptions in the
performance of Services, which arise from any act, delay,
or failure to act on the part of any governmental
authority, including delays or failure to act in the
issuance of permits or licenses; war (declared or
undeclared); riot; revolution; acts of God; suspension or
interruption in the operations of the CPF, for any
reason, including changes in or compliance with
applicable codes, laws. and regulations of governmental
authorities or process or order of any court or
administrative agency; accidents or disruptions such as
fire, explosion, or major equipment breakdown; failure or
delay, beyond PESI's reasonable control in securing
necessary supplies, materials, equipment, services, or
facilities; transportation shortages; labor difficulties
such as strikes, slowdowns, shortages, or jurisdictional
disputes; availability of acceptable transportation
facilities or disposal facilities and sites at reasonable
cost; or any cause beyond PESI's reasonable control. The
time for performance shall be extended for a period equal
to the time lost by reason of the delay.
e. Upon PESI's taking possession of the material at its CPF
via delivery by own or contract carrier, responsibility
shall pass from the generator to PESI.
f. Prices for other sized containers not specifically stated
in this Agreement shall be obtained from PESI prior to
shipment.
g. The handling and processing of special problems
associated with authorized services shall be performed
and billed on a time and materials basis after
notification has been provided M&EC by PESI.
APPENDIX A
M&EC\PESI - GENERAL AGREEMENT
CJW/M&EC598.END Page 2 of 3 May 27, 1998
3. Miscellaneous
_____________
a. Prior to beginning work a Scope of Work (SOW) specific to
each client must be attached outlining the duration (or
specific event) and financial arrangements (unless a
price sheet is attached).
b. If exclusivity is expected in the Scope of Work, it is to
be specifically stated as a condition of the addendum and
mutually agreed upon; otherwise, it is assumed that
multiple vendors may be used, especially for a bid
placement.
APPENDIX A
M&EC\PESI - GENERAL AGREEMENT
CJW/M&EC598.END Page 3 of 3 May 27, 1998
