Exhibit 10.12
MAINTENANCE SERVICES AGREEMENT
THIS AGREEMENT is made as of the 2 day of October, 2000.
BETWEEN:
PLANET EARTH MANAGEMENT INC., a company incorporated under the laws of
Yukon Territory having its principal place of business located at ▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
(hereinafter referred to as "PEM")
OF THE FIRST PART
AND:
RICHMOND BIO CONVERSION INC., a company duly incorporated pursuant to
the laws of Province of British Columbia and having its principal
place of business located at ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
(hereinafter referred to as "NEWCO")
OF THE SECOND PART
WHEREAS:
A. NEWCO is the licensee of a certain technological process (and
certain patents, know-how, trade secrets and trade names) relating to the
digestion of biodegradable waste, which technological process is called
"Thermophilic Aerobic Digestion Process for Producing Animal Nutrients and other
Digested Products", and which technological process is described in patent
number US 5810903 and CDN Patent Application number 2184044 (such technological
process together with the related trade secrets, know-how and trade names being
hereinafter collectively referred to either as the "Process");
B. PEM has significant know-how concerning the operation and
maintenance of industrial process plants that utilize the Process, hereinafter
referred to as "Plants".
C. NEWCO intends to utilize the license referred to in Recital A above,
to construct and operate a Plant that uses the Process. NEWCO requires
technical support for operating and maintaining the Process and Plant.
D. PEM wishes to provide NEWCO with ongoing preventative maintenance,
repair and operations support for operating the Plant.
NOW THEREFORE THIS AGREEMENT WITNESSES that the parties hereto agree each with
the other as follows:
1. DEFINITIONS
-----------
Where used herein or in any amendments or Schedules hereto, the following terms
shall have the following meanings:
(a) "MAINTENANCE SERVICES AGREEMENT" means this agreement to be entered
into between NEWCO and PEM for the preventative maintenance and repair
of Plants.
(b) "NEWCO" means any new company incorporated for the purpose of
constructing and operating a Plant that is licensed for this purpose;
(c) "PROCESS" means the patented Thermo Master(TM) Process as described in
patent number US 5810903 and CDN Patent Application number 2184044
(d) "PLANT" means a plant designed and built for the recycling of organic
waste into either animal feed or fertilizer ingredients to be
constructed using Thermo Tech(TM) Technologies Inc.'s Process;
(e) "WORK" means the scope of services, materials and other things
provided by PEM to NEWCO.
2. SCOPE OF WORK
----------------
2.1 Scope of Supply by PEM
2.1.1 Preventative Maintenance and Repair Services
PEM will provide management, administration and ongoing services for
the overall maintenance of fixed and mobile equipment, buildings,
building mechanical and electrical systems, process piping systems,
conveying systems, process electrical and control systems and other
facilities associated with the Plant, including:
(a) to provide properly trained personnel for continuous 24 hour per
day, 365 days per year on-call services for consulting,
coordination and supervision of maintenance, preventative
maintenance and repairs for the Plant. The personnel will be
based at PEM's offices. Calls will be made by NEWCO to PEM using
mutually agreed methods, which may include: cellular telephone,
paging service, duty roster with home telephone numbers for
on-call supervisors;
(b) to provide at least one properly trained person available on site
at the Plant 365 days per year to provide continuous maintenance
and advice respecting such facility;
-2-
(c) to have at least one properly trained person to be available 24
hours per day, 365 days per year in an "on call" capacity for the
Plant to provide emergency maintenance to the Plant;
(d) to provide designated personnel at the Plant to be responsible
for and to ensure operation maintenance issues and repairs are
dealt with efficiently and to, as much as reasonably possible,
prevent failure of the Plant systems and to reduce "down time"
for any particular facility or system;
(e) to provide the required tools, equipment, supplies and consumable
items to maintain the proper operation of any relevant process
the Plant is used for and to install, test and maintain NEWCO's
equipment as is existing and to be installed during the term of
the Maintenance Services Agreement; and
(f) to provide daily, weekly, monthly and annual reports highlighting
the work completed in the period, the costs incurred, areas of
concern and recommendations for improving the reliability and
cost of operating and maintaining the Plant.
2.1.2 Training for Equipment Operation
PEM will provide personnel that are trained in the operation of all of
the equipment at the NEWCO Plant. Where PEM personnel are replaced and
are not familiar with the equipment at the Plant, PEM will provide
them with adequate training to ensure that they are knowledgeable.
(a) The PEM personnel will ensure that the equipment at the Plant
operated by NEWCO's personnel is operated properly to avoid
damage to the equipment and to produce an acceptable product
quality, meet the environmental and safety requirements of the
Plant.
(b) Where they find that NEWCO's personnel are not sufficiently
familiar with the equipment, they will provide hands-on training
to the NEWCO personnel; and
(c) Where PEM finds that NEWCO's personnel are damaging equipment
through lack of skill or knowledge, or carelessness this will be
reported to the NEWCO management immediately.
2.1.3 Quality Assurance
PEM will participate in routine (internal) audits and reports on
quality assurance programs in Plant.
2.1.4 Review of Plant Financial Performance
-3-
(a) PEM will review accounting and financial reports prepared by
NEWCO on a regular basis to familiarize themselves with the costs
for maintaining and operating the plant.
(b) PEM will make recommendations for the improvement of operations
and reporting.
2.2 Scope of Supply by NEWCO
NEWCO will provide the following facilities and services to PEM free of
charge for PEM's use in providing the maintenance services:
2.2.1at least one heated and airconditioned office with locks on the doors
and keys for such locks to the personnel engaged by PEM and stationed
on site at the Plant. Each office will be equipped with at least one
desk, a telephone, facsimile machine and computer;
2.2.2access to photocopier or any other related electronic equipment
required by PEM, all of sufficient quality to produce documents,
diagrams and pictures as may reasonably be required for PEM's work;
2.2.3 a digital or other camera;
2.2.4reasonable access, washroom facilities and parking spaces necessary
for PEM personnel provided at the Plant;
2.2.5adequate and convenient storage space for materials and supplies
reasonably required by PEM and its personnel, such space shall be
locked or secured;
2.2.6payment to PEM for all services, equipment rentals and materials
provided pursuant to this Maintenance Services Agreement; and
2.2.7reasonable assurances that all NEWCO personnel will cooperate with
and communicate with PEM personnel throughout the term of this
Maintenance Services Agreement and any renewal of it.
3. PERFORMANCE OF THE WORK
-----------------------
3.1 PEM will perform the Work in a ▇▇▇▇▇▇▇ like manner in accordance to the
normal standards of skill and competence employed by management
consultants, in the waste industry. The Work will be performed diligently
and continuously with the required complement of competent personnel so as
to achieve the required schedule for the Work.
3.2 Reasonable Notice
NEWCO will, as far as possible, provide adequate notice to PEM of any
special requirements or schedules for Services or meetings at the Plant.
Failure to provide adequate notice will be an acceptable reason for PEM not
meeting NEWCO requirements.
-4-
3.3 Information Supplied to PEM
PEM will be entitled to rely on information provided by NEWCO, unless the
contrary is specifically stated in writing when the information is
provided. Where NEWCO has information that is required by PEM for the Work,
this will be provided in a suitable form to PEM without undue delay.
3.4 Conflicts of Interest
PEM, its agents, employees or Subcontractors will take all steps to ensure
avoidance of all conflicts of interest between any of their individual
interests and those of NEWCO.
3.5 Subcontractors
Subject to the approval of NEWCO, which shall not be unreasonably withheld,
PEM will have the right to have any of the Work accomplished by a properly
trained Subcontractor or service company. PEM will negotiate and issue
subcontracts for the Subcontractors' services that include all necessary
requirements for secrecy, protection of proprietary knowledge, insurance
and other requirements specified by NEWCO.
3.6 Force Majeure
3.6.1PEM's performance of any of the obligations hereunder, other than
financial, may be delayed or suspended while, but only so long as PEM
is prevented from performance by any cause, except lack of funds,
beyond its reasonable control ("Force Majeure Cause"). For the
purposes of this Section, a labour dispute is beyond the reasonable
control of PEM if, in their judgement, settlement of the dispute would
not be compatible with its best interests. PEM will immediately advise
NEWCO if it becomes aware of any labour demands, labour disputes,
labour trends, pending or ongoing labour negotiations or any other
problems relating to labour that may affect the Work and its
performance.
3.6.2PEM will give NEWCO notice within 24 hours after the occurrence of
any force majeure cause in respect of which PEM intends to claim
entitlement to either a suspension in performance or delay in
completion of any of the Work. PEM will promptly give notice to NEWCO
on conclusion of the force majeure cause.
3.7 Independent Contractor
PEM is an independent Contractor with respect to all the Work.
Notwithstanding NEWCO's rights of consent or approval as provided in this
Maintenance Services Agreement, PEM has the complete control, supervision
and direction of the method and manner of obtaining the required results
for any project or Work.
-5-
4. COMPENSATION
------------
4.1 Payment for the services, equipment rentals and materials to be
provided by PEM to NEWCO will be made by NEWCO to PEM during the term
of the Maintenance Services Agreement, in accordance with the
following:
4.1.1All labour, equipment rentals and materials are to be paid for at the
rates or in the manner set out in the Schedule A hereto;
4.1.2Except as expressly stated otherwise, all amounts owing by NEWCO to
PEM under this Maintenance Services Agreement will be paid by NEWCO
within 15 days of the date of invoice. If payment has not been made
within the said 15 days, PEM will have the option to suspend all work
in progress upon 5 days written notice from the date NEWCO received
the invoice until payment is made or satisfactory arrangements for
payment are provided and agreed to by PEM;
4.1.3Invoices may be issued by PEM on the date that such service or
material is provided or any time after that;
4.1.4PEM will be given full payment in advance for any materials to be
used in the facilities of NEWCO where the cost of such materials are,
or are likely to be in excess of $1,000 and PEM will be under no
obligation to undertake any work that would require materials in
excess of $1,000 unless, or until NEWCO has paid any requested deposit
towards such materials;
4.1.5A service charge will be charged to NEWCO of 1.5% per month
calculated monthly on the total outstanding for each month or part
month for which any payment required to be paid to PEM by NEWCO is
overdue;
4.1.6 All equipment rentals are to be paid by NEWCO.
4.1.7Timesheets will be provided with PEM invoices to substantiate the
invoiced amounts and services provided.
4.2 Rate Adjustments
Rates and other costs included in this section may, at PEM's option, be
adjusted upward on an annual basis to reflect increases in the local cost
of living index in British Columbia.
5. TERM OF MAINTENANCE SERVICES AGREEMENT
------------------------------------------
The term of the Maintenance Services Agreement is five (5) years from the
date of execution of this Maintenance Services Agreement. The Maintenance
Services Agreement can be extended for a further five (5) years by mutual
consent of the Parties.
-6-
6. TERMINATION
-----------
6.1 Termination by NEWCO with Cause
If PEM is adjudged bankrupt, or if it makes a general assignment for the
benefit of its creditors, or if a receiver is appointed on account of its
insolvency, or if it disregards laws, ordinance, rules, regulations or
orders of any authority having jurisdiction in a material way, or subject
to the Maintenance Services Agreement is otherwise in breach of a material
provision of the Maintenance Services Agreement, then NEWCO may, without
prejudice to any right or remedy and after giving PEM 90 days written
notice, during which PEM fails to cure the violation, terminate the
Maintenance Services Agreement. If it is not possible to cure the violation
within the 90 days, PEM will be deemed to have cured the violation if it
commences to cure the violation within those 90 days and provides NEWCO
with a schedule indicating the violation will be cured within a reasonable
time. Termination by NEWCO in accordance with the foregoing will not affect
any rights or remedies NEWCO would otherwise have under the Maintenance
Services Agreement or which may otherwise be available to NEWCO at law or
in equity, including the right to recover damages, nor will any such action
relieve PEM from any consequences or liabilities arising from its acts or
omissions.
6.2 Termination by NEWCO without Cause
6.2.1NEWCO may, without cause, terminate the Maintenance Services Agreement
upon 180 days' prior written notice to PEM.
6.2.2In the event of termination of the Maintenance Services Agreement
with or without cause, PEM will be paid:
(a) an amount equal to PEM's fee earned for all Work performed to the
date of termination, as well as to such later date as may
reasonably be required by the authorities having jurisdiction and
by professional responsibilities of PEM to perform an orderly
termination and winding up of the Maintenance Services Agreement
and the Project, plus all reimbursable costs reasonably incurred;
and
(b) PEM's reasonable demobilization costs and expenses, plus any
costs and expenses incurred by PEM in the cancellation of any
contracts it has with its Subcontractors.
6.2.3In the event of termination of the Maintenance Services Agreement
without cause, PERI will be paid:
(a) 15% of the average yearly return PEM expects to earn over the
term of the Agreement for a period of 2 years after termination
by NEWCO.
6.2.4After receipt of the foregoing payments, PEM will execute and deliver
all such papers and take all such steps including, if requested, the
legal assignment of its contractual rights, as NEWCO may reasonably
require for the purpose of fully vesting in NEWCO the rights and
benefits of PEM under such obligations or commitments.
-7-
6.3 Termination by PEM with Cause
If NEWCO is adjudged bankrupt, or if it makes a general assignment for the
benefit of its creditors, or if a receiver is appointed on account of its
insolvency, or if it disregards laws, ordinance, rules, regulations or
orders of any authority having jurisdiction, or fails to make payment to
PEM when due, or is considered by PEM to be otherwise in breach of a
material provision of the Maintenance Services Agreement, then PEM may,
without prejudice to any right or remedy and after giving NEWCO 90 days
written notice, during which NEWCO fails to cure the violation, terminate
the Maintenance Services Agreement. If it is not possible to cure the
violation within the 90 days, NEWCO will be deemed to have cured the
violation if it commences to cure the violation within those 90 days and
provides PEM with a schedule acceptable to PEM indicating the violation
will be cured within a reasonable time. Termination by PEM will not affect
any of the rights or remedies of PEM under the Maintenance Services
Agreement or which may otherwise be available to PEM at law or in equity,
including the right to recover damages, nor will any such action relieve
NEWCO from any consequences or liabilities arising from its acts or
omissions.
In addition to any other right of suspension or termination contained
elsewhere in this Maintenance Services Agreement, PEM in its sole
discretion may suspend or terminate the Maintenance Services Agreement in
accordance with the following:
6.3.1If PEM elects to suspend performance of the work after providing notice
according to the requirements of subsection 4.1.2 and if NEWCO fails to
make the payment within 7 days after the expiry of the notice period
referred to in subsection 4.1.2, PEM may elect to immediately terminate the
Maintenance Services Agreement or continue to suspend the performance of
the Work for such period of time as PEM may decide;
6.3.2If NEWCO requests PEM to provide any part of the Work contrary to the
professional judgement of PEM or in a manner contrary to the professional
judgement of PEM or the requirements of any authority having jurisdiction,
PEM may terminate the Maintenance Services Agreement immediately upon
written notice to NEWCO; and
6.3.3If PEM encounters a conflict in interest in the performance of the Work,
which cannot be resolved to the satisfaction of PEM, PEM may suspend the
Work until such conflict is resolved or may terminate the Maintenance
Services Agreement after giving reasonable notice to NEWCO, not to exceed
30 days.
-8-
7. INDEMNIFICATION
---------------
7.1 Subject to any limitations of liability in the Maintenance Services
Agreement, PEM will at its own cost and expense, including attorney fees,
defend, indemnify and hold harmless the NEWCO and its agents and employees
from and against the following:
7.1.1all claims or liens of Subcontractors of PEM arising out of PEM's
failure to pay its Subcontractors in accordance with its agreements
with those Subcontractors, provided such failure is not caused by a
failure of NEWCO to make payment to PEM;
7.1.2all fines, penalties, assessments or other exactions imposed by any
governmental authority by reason of PEM's failure to comply with the
Maintenance Services Agreement;
7.1.3all claims, damages, losses and expenses, including attorney fees,
arising out of or resulting from the performance of the Maintenance
Services Agreement, provided that any such claim, damage, loss or
expense;
(a) is attributable to bodily injury, sickness, disease or death, or
to injury or destruction of tangible property (other than some
part of the Project itself); and
(b) is caused solely by, or to the extent it is caused by, any
negligent act or omission of PEM or any of its officers, agents,
employees, representatives, Subcontractors, or anyone directly or
indirectly employed by any of them.
7.2 NEWCO will at its own cost and expense (including attorney fees), defend,
indemnify and hold harmless PEM, its agents and employees, from and against
the following:
7.2.1 all claims or liens of NEWCO's Consultants and Contractors;
7.2.2all fines, penalties, assessments or other financial charges imposed
by any governmental authority by reason of NEWCO's failure to comply
with the Maintenance Services Agreement;
7.2.3all claims, damages, losses and expenses, including attorney fees,
arising out of or resulting from the performance of the Maintenance
Services Agreement or the construction of the Project, provided that
any such claim, damage, loss or expense
(a) is attributable to bodily injury, sickness, disease or death, or
to injury or destruction of tangible property (other than some
part of the Work itself);
(b) is caused solely by, or to the extent it is caused by, any
negligent act or omission of NEWCO or any of its officers,
agents, employees, representatives, Consultants, Contractors,
Suppliers or anyone directly or indirectly employed by any of
them;
-9-
7.2.4all claims, damages, losses and expenses incurred as a result of a
defect in title or ownership of the lands on which the Project is or
is to be located; and
7.2.5all claims, damages, losses, expenses, fines, penalties and
assessments, including but not limited to fines, penalties,
assessments and other exactions imposed by any governmental authority
and actual legal fees and disbursements, arising out of, relating to,
resulting from or in any way connected with the actual, potential or
alleged presence, release, escape or discharge of any Hazardous
Substances on, in or under the Site howsoever caused and whether
occurring prior to or after the date of the Maintenance Services
Agreement. Without limiting the generality of the foregoing, such
indemnity extends to claims which arise or are alleged to arise out of
the actual or threatened dispersal, discharge, escape, release or
saturation (whether sudden or gradual) of any Hazardous Substances in
or into the atmosphere, or on, upon, in or into any one or more of the
surface or subsurface soils, water, watercourses, persons, objects,
structures or any other tangible matter.
8. INSURANCE
---------
8.1 PEM will provide, maintain and pay for the insurance coverages specified in
this Section 8. Unless specified otherwise in this Section, the duration of
each insurance policy shall be from the date of commencement of the Work
until the termination of the Maintenance Services Agreement.
8.2 PEM will be responsible for deductible amounts under the policies.
8.3 Automobile Public Liability and Property Damage Insurance
PEM will provide Automobile Public Liability and Property Damage insurance
coverage for all vehicles owned or leased, operated and/or licensed by the
Contractor or its Subcontractors with a single combined limit of
$5,000,000.00 (FIVE MILLION DOLLARS) for each occurrence involving bodily
injury, death or property damage. PEM will provide NEWCO with not less than
15 days notice in writing in advance of cancellation, change or amendment
restricting coverage.
8.4 General Comprehensive Liability Insurance
8.4.1PEM will provide General Comprehensive Liability insurance coverage in
the joint names of PEM and NEWCO, including insurance for non-owned
automotive units used in performing the work. The value of the
insurance, covering products and completed operations and contractual
liability, will have a combined limit of not less than $5,000,000.00
(FIVE MILLION DOLLARS)for each occurrence involving bodily injury,
death or property damage. The General Comprehensive Liability
Insurance Policy will have a property damage deductible not exceeding
$2,500.00. The loss in the amount of the deductible will be PEM's
responsibility. The insurance will be in effect from the time the work
commences until the final completion date plus twelve (12) months
thereafter for completed operations thereunder.
-10-
8.4.2The General Comprehensive Liability Insurance Policy will be
endorsed to provide NEWCO with not less than 30 days notice in
writing in advance of any cancellation, and of change or
amendment restricting coverage.
8.5 Workers Compensation
PEM will comply with the Workers Compensation Act (Ontario) or its
equivalent in the Province or State where the Plant is located.
8.6 Certificates of Insurance
Before starting the Work, both PEM and NEWCO will provide certificates of
insurance as evidence that each has obtained the required insurance.
Before permitting any Subcontractors or Subcontractors to perform any of
the Work, PEM will obtain certificates of insurance from each of the
Subcontractors and Subcontractors as evidence that each has obtained the
required insurance.
9. DISPUTE RESOLUTION
-------------------
9.1 If the parties are unable to resolve, by unanimous agreement, any matter
arising out of or relating to the terms of the Maintenance Services
Agreement, or their interpretation, existence, validity, termination or
breach, either party may submit the matter to the president of NEWCO and to
the president of PEM for a final determination by them.
9.2 Provided that no other party is or may become involved in a dispute with
either or both NEWCO and PEM related to the subject matter of the dispute,
if the respective presidents of NEWCO and PEM fail to settle the dispute
referred to them within thirty (30) days following its submittal to them,
all such disputes arising out of or in connection with the Maintenance
Services Agreement, or in respect of any defined legal relationship
associated therewith or derived therefrom, may, subject to the written
agreement of the respective presidents, be referred to and finally resolved
by arbitration under the rules of the Arbitration and Mediation Institute
of Canada or its successor, or if it is no longer in existence then a
suitable arbitration centre located in Ontario, Canada (collectively and
individually the "Arbitration Centre"). The appointing authority will be
the Arbitration Centre and the case will be administered by the Arbitration
Centre in accordance with its procedures for cases under its rules. The
Place of Arbitration will be ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇.
9.3 The award rendered by the arbitrator(s) will be final and binding and
judgement may be entered upon it in accordance with applicable law in any
court having jurisdiction.
9.4 If either party becomes involved in litigation with another party which
involves the same disputes or the same factual or legal issues as the
dispute(s) between NEWCO and PEM, either NEWCO or PEM may apply to the
arbitrator or a court of competent jurisdiction for a stay of any
arbitration proceedings then in process, and the arbitrator or court may,
if it considers it to be just and convenient to do so, order a stay of the
arbitration pending the outcome of the litigation.
-11-
10. GENERAL PROVISIONS
-------------------
10.1 Time shall be of the essence of this Maintenance Services Agreement.
10.2 The section headings are for the purpose of convenience of reference only
and shall not be construed as interpretation of the text.
10.3 Except as contemplated herein, this Maintenance Services Agreement contains
the whole agreement between the parties hereto in respect of the
construction of the Thermo Master Plant and there are no warranties,
representations, terms, conditions or collateral agreements expressed,
implied or statutory, other than as expressly set forth in this agreement.
10.4 This Maintenance Services Agreement shall enure to the benefit of and be
binding upon the parties hereto and their respective successors and
permitted assigns.
10.5 No failure or delay on the part of any party in exercising any power or
right under this Agreement will operate as a waiver of such power or right.
No single or partial exercise of any right or power under this Agreement
will preclude any further or other exercise of such right or power. No
modification or waiver of any provision of this Agreement and no consent to
any departure by any party from any provision of this Agreement will be
effective until the same is in writing. Any such waiver or consent will be
effective only in the specific instance and for the specific purpose for
which it was given. No notice to or demand on any party in any
circumstances will entitle such party to any other or further notice or
demand in similar or other circumstances.
10.6 Any notice to be given under this Maintenance Services Agreement shall be
duly and properly given if made in writing and by delivering or telecopying
the same to the addressee at the address as follows:
Richmond Bio Conversion Inc.
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇
Attention: The President
Planet Earth Management Inc.
▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
-12-
Any notice given as aforesaid shall be deemed to have been given or made
on, if delivered, the date on which it was delivered or, if telecopied, on
the next business day after it was telecopied. Any party hereto may change
it address for notice from time to time by notice given to the other
parties hereto in accordance with the foregoing.
10.7 This Maintenance Services Agreement may be executed in one or more
counter-parts, each of which so executed shall constitute an original and
all of which together shall constitute on and the same agreement.
10.8 This Agreement shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the laws of the Province of
Ontario, and each of the parties hereto attorns to the jurisdiction of the
Courts of the Province of Ontario.
IN WITNESS WHEREOF the parties hereto have executed this agreement as of the day
and year first above written.
PLANET EARTH MANAGEMENT INC.
Per: /S/ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------
Authorized Signatory
RICHMOND BIO CONVERSION INC.
Per: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------
Authorized Signatory
-13-
SCHEDULE "A"
RATES FOR
LABOUR AND MATERIALS
Regular Time Overtime
Supervisory Foreperson(s) Cost plus 15 % Cost plus 15 %
All Additional Personnel Cost plus 15 % Cost plus 15 %
Senior Operational Consultant Cost plus 15 % Cost plus 15 %
Professional Engineer Consultant Cost plus 15 % Cost plus 15 %
Consumable Materials Cost plus 15 %
Subcontractors Cost Cost plus 15 %
Accommodations, Meals and Travel Cost plus 15 %
Expenses