PACIFIC INDUSTRIAL CORPORATION
A Nevada Corporation
Exhibit 10 (b)
Waste Management Agreement Between Trudean Consultancy and Pacific
Industrial Corporation
Waste Management Agreement
It is hereby agreed as follows:
TRUDEAN CONSULTANCY, situated at 000 Xxxx Xxxxx Xxxx, #00-00, Xxxxxxxxx
000000, and PACIFIC INDUSTRIAL CORP., having its registered offices at 0000
X. Xxxxxx Xxxxxx, Xxx. 000, Xxx Xxxxx, XX 00000, hereafter referred to as
"PIC".
Article I
REPRESENTATIONS AND WARRANTIES OF PACIFIC INDUSTRIAL CORP.
1.1 Organization. Pacific Industrial Corp., is a corporation duly
incorporated, validly existing and at the closing, in good standing under
the laws of the State of Nevada and has corporate power and authority to
own or lease its properties and to carry on business as now being
conducted.
1.2 Authorization. Pacific Industrial Corp., has the power to enter into
this Agreement, when duly authorized and delivered, will constitute the
valid and binding obligation of Pacific Industrial Corp.
1.3 Effect of Agreement. The execution and delivery by Pacific Industrial
Corp. of this Agreement and the consummation of the transactions herein
contemplated, (1) win not conflict with, or result in a breach of the terms
of, or constitute any default under or violation of, any law or regulation
of any governmental authority, or any material agreement of instrument to
which Pacific Industrial Corp. is a party or by which it is bound or is
subject; (ii) nor will it give to others any interest or rights, including
rights of termination.
1.4 Nature of Representations. No representations, warranty or Agreement
Made by Pacific Industrial Corp. in this Agreement or any of the Schedules
or any other Exhibits hereto and no statement made in the Schedules or any
such, Exhibit, list, certificate, or schedule or other instrument or
disclosure furnished by them in connection with the transactions hereto
make any statement, representation, warranty or agreement not misleading.
1.5 Litigation; Claims. Pacific Industrial Corp., is not a party to, and
there are not any claims, actions, suits, investigations, or proceedings
pending or threatened against Pacific Industrial Corp., or its business, at
law or in equity, or before or by any governmental department, commission,
board, bureau, agency, or instrumentally, domestic or foreign, which if
determined adversely would have a material effect on the business or
financial condition of Pacific Industrial Corp. to carry on its business.
The consummation of the transaction herein contemplated will not conflict
or result in the breach or violation of any judgment order, writ,
injunction, or decree of any court or governmental department, commission
board, bureau, agency, or instrumentally, domestic or foreign.
Waste Management Agreement
(continued)
1.6 Compliance with Laws and Regulations. To the best of their knowledge,
Pacific Industrial Corp. has complied with and are not in violation of any
local or foreign statute, law, rule or regulation with respect to the
conduct of Pacific Industrial Corp. businesses, which violation might have
a material adverse effect on this contract.
1.7 Finders. Pacific Industrial Corp., is not obligated, absolutely or
contingently, to any person for financial advice, a finders fee, brokerage
commission, or other similar payment in connection with the transactions
contemplated by this Agreement.
1.8 Nature of Representations. Pacific Industrial Corp., have taken
reasonable care to ensure that all disclosures and facts are true and
accurate and that there are not other material facts, the omission of which
would make misleading any statement herein. Further, no representation,
warranty or agreement made by Pacific Industrial Corp. in this Agreement or
any of the schedules or any other Exhibits hereto and no statement made in
the Schedules or any such exhibit, list, certificate or schedule or other
instrument or disclosure furnished by them in connection with the
transactions therein contemplated contain, or will contain, any untrue
statement of a material fact necessary to make any statement,
representation, warranty or agreement not misleading.
Article II
SCOPE OF WASTE MANAGEMENT DUTIES
2.1 Pacific Industrial Corp. will supply plans to manage and operate the
Tangerang Landfill, and complete solid waste management system.
2.2 Pacific Industrial Corp. will build and operate a Recycle Center in
Tangerang to recycle both local and imported waste materials.
2.3 Pacific Industrial Corp. will manage and operate the Tangerang
composting site.
2.4 Pacific Industrial Corp. will employ local personnel to help operate
the facilities, train personnel in the latest technological advancements
in waste management.
2.5 Pacific Industrial Corp. will apply the latest technology in managing
Tangerang's solid waste management.
2.6 Tangerang local government agrees to assist in implementing new
policies by adopting necessary legislation required to
upgrade and modernize.
2.7 Import volumes for 10 years necessary to increase revenue for
waste program.
Waste Management Agreement
(continued)
Article III
CONTRACT DURATION
3.1 Ten years
3.2 Reasons for cancellation
Article IV
ORGANIZATION AND AUTHORIZATION
4.1 Organization. Pacific Industrial Corp. is a corporation duly
incorporated,
validly existing and, at the closing, in good standing under the laws of
the Country of
Indonesia and has the corporate power and authority to own or lease its
properties and to
carry on business as now being conducted.
4.2 Authorization. Pacific Industrial Corp. has the full power and
authority to enter into this Agreement and to carry out its obligations
hereunder. Other than approval by the Board of Directors and/or
shareholders, no proceedings on the part of Shareholders are necessary to
authorize this Agreement or the transactions completed hereby. This
Agreement constitutes the legal, valid and binding obligation of Pacific
Industrial Corp., enforceable in accordance with its terms. Attached hereto
and made a part hereof by references is a copy of the Board of Directors
resolution authorizing the execution of this Agreement and the authority to
carry out Pacific Industrial Corp.'s obligations hereunder.
Article V
CONDITIONS TO OBLIGATIONS OF BOTH PARTIES
The obligation of both parties under this Agreement, subject to the
satisfaction, at prior to the Closing Date, of the following conditions:
5.1 Fulfillment of Covenants. All the terms, covenants and conditions of
this Agreement to be complied with and performed by both parties, at or
before the Closing Date shall have been duly complied with and performed.
5.2 Accuracy of Representations and Warranties; Other Documents. All of
the Representations and warranties made by all parties to this Agreement
shall be true as of the Closing Date.
Waste Management Agreement
(continued)
5.3 No litigation.-There shall be no action, proceeding, investigation or
pending or actual litigation the purpose of which is to enjoin or may be to
enjoin the transactions contemplated by this Agreement or which would have
the effect if successful, or imposing a material liability upon Pacific
Industrial Corp., or any of the officers or directors thereof, because of
the consummation of the transaction contemplated by this Agreement.
Article VI
INDEMNIFICATION AND ARBITRATION
6.1 Indemnification. Each of the parties agree to indemnify, and hold
harmless the other against any and all damages, claims, losses, expenses,
obligations and liabilities including reasonable attorneys fees resulting
from or related to any breach of, or failure by each of the parties to
perform any of their representations, warranties, covenants, conditions or
agreements in this Agreement or in any schedule, certificate, exhibit or
other document furnished, or to be furnished under this Agreement.
6.2 Claims of Indemnification. Any claim for indemnification pursuant to
this agreement, unless otherwise received by means or direct negotiation
among the parties upon reasonable oral notification by the party seeking
indemnification to all other parties, shall be made by writing of the
nature and amount of the claim to the other.
6.3 Expenses. Each party shall bear its own expenses.
6.4 Survival. All statements contained in the schedules, any Exhibit or
other Instrument delivered by or on behalf of the shareholders or in
connection with the transactions contemplated by this Agreement, shall be
deemed to be representations made by or on behalf of the parties to this
Agreement, all representations, warranties and agreements made by the
parties to this Agreement or pursuant hereto shall survive.
Article VII
GENERAL
7.1 Notices. All notices or other communications required or permitted
hereunder shall be in writing, and shall be sent by registered or certified
mail, postage prepaid, return receipt requested, and shall be deemed
received upon mailing thereof.
To: Pacific Industrial Corp.
0000 X. Xxxxxx Xxx. 000
Xxx Xxxxx, Xxxxxx 00000
To: Trudean Group Consultancy
000 Xxxx Xxxxx Xxxx, #00-00
Xxxxxxxxx 000000
Waste Management Agreement
(continued)
7.2 Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit or the permitted successors and assigns of the parties
hereto.
7.3 Professional Fees. In the event of the bringing of any action or suit
by a party hereto against another party hereunder by reason of any breach
of any of the covenants, agreements or provisions on the part of the other
party arising out of this Agreement, then in the event the prevailing party
shall be entitled to have and recover of and from the other party all costs
and expenses of the action or suit, including actual attorney's fees,
accounting fees, and other professional fees resulting therefrom.
7.4 Entire Agreement. This Agreement is the final expression of, and
contains the entire agreement between, the parties with respect to the
subject matter hereof and supersedes all prior understandings with respect
thereto. This Agreement may not be modified, changed, supplemented or
terminated, nor may any obligations hereunder be waived, except by written
instrument signed by the party to be charged or by his agent duly
authorized in writing or as otherwise expressly permitted herein, the
parties do no intend to confer any benefit hereunder on any person, firm or
corporation other than the parties hereto.
7.5 Construction. Headings at the beginning of each paragraph and
Subparagraph are solely for the convenience of the parties and are not a
part of the Agreement. Whenever required by the context of this Agreement,
the singular shall include the plural and the masculine shall include the
feminine. This Agreement shall not be construed as if it had been prepared
by one of the parties, but rather as if both parties had prepared the same.
Unless otherwise indicated, all references to paragraphs and subparagraphs
are to this Agreement. In the event the date on which any party is required
to take any action under the terms of this Agreement is not a business day,
the action shall be taken on the next succeeding day.
7.6 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be an original and all of which taken
together shall constitute one instrument.
7.7 Governing Law. The parties hereto expressly agree that this Agreement
shall be governed by, interpreted under, and construed and enforced in
accordance with the laws of the State of Nevada.
Waste Management Agreement
(continued)
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in Las
Vegas, Nevada.
Pacific Industrial Corp.
By:/S/ XXXXXX XXXXX
Trudean Consultancy
By:/S/ XXXX XXXXXXXX
