HomeMy WebLinkAboutAgenda - 01-24-2012 - 5lORANGE COUNTY
BOARD OF COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date: January 24, 2012
Action Agenda
~,:
Item No. ~
SUBJECT• Lease/License Renewal Agreement -Alternate Daily Landfill Cover
DEPARTMENT: Solid Waste Management PUBLIC HEARING: (YIN) No
ATTACHMENT(S):
Addendum to Contract w/Attachment
INFORMATION CONTACT:
Gayle Wilson, 968-2885
Michael Talbert, 245-2308
PURPOSE: To consider approving the renewal of a license/lease agreement with LSC
Environmental Products, LLC, formerly Landfill Service Corporation, to provide an alternative to
soil for applying to the surface of the waste at the end of each day of operation (this renewal is
also to note the official company name change and allow for the contract to end without
penalties if/when the Board decides to close the landfill prior to contract end date).
BACKGROUND: The daily covering of waste is a regulatory requirement of all mixed solid
waste landfills permitted by the State of North Carolina. Typically, this requirement is met by a
daily application of a minimum of 6" of compacted soil on the top of wastes received each day.
Daily cover is required to minimize odors, minimize blowing trash, minimize access by vermin,
reduce the likelihood of fires starting or spreading, and to fill voids and stabilize the waste. In
some locations, adequate supplies of soil are not available, so alternatives to purchasing off-site
soils and hauling them to the facility are sought. More recently, even those facilities with
adequate soil supplies are utilizing alternative covers to maximize landfill capacity. If a material
that takes up less space and costs less than the value of the space saved can be substituted for
soil, the waste capacity of the landfill is extended and site economics are improved.
The Orange County Landfill has been utilizing the POSI-SHELL COVER SYSTEM since 1997
following an extensive evaluation of other available alternative cover systems. While a variety of
types of alternative daily cover systems are available, the POSI-SHELL system most fully meets
the operational and regulatory requirements of the landfill and has proven to be the most cost-
effective option. The Orange County Landfill was the first landfill in the state to be permitted for
this type of alternative cover. POST-SHELL is a spray-on slurry made from polymers, polyester
fibers, Portland cement and water. These materials are mixed together in a large machine
similar to ahydro-seeding machine, pulled to the working face of the landfill, and spray-applied
to a thickness of about'/4 inch. The material hardens into a crust.
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The Orange County Landfill is .likely to close sometime in 2013, so the renewal agreement
allows the County to terminate the agreement prior to the end of the renewal term, subject to
written notification.
FINANCIAL IMPACT: The Solid Waste Management Department -Landfill Division has
budgeted $150,000 in FY 2011-12 for the purchase of the materials and the lease of the
applicator.
RECOMMENDATION(S): The Manager recommends that the Board approve the renewal of
the lease/license agreement for alternative daily cover material with LSC Environmental
Products, LLC and authorize the Chair to sign the agreement renewal.
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STATE OF NORTH CAROLINA ADDENDUM TO AGREEMENT FOR LSC
ENVIRONMENTAL PRODUCTS, LLC
ORANGE COUNTY
Addendum to that certain Agreement effective February 1, 2010 between Orange County, on behalf
of its Department of Solid Waste Management, herein referred to as "Lessee", and LSC
Environmental Products, LLC, herein referred to as "Lessor" for services during the continued
operation of the Orange County Landfill, herein referred to as "landfill."
In consideration of the mutual promises and conditions set forth herein, the Lessee and Lessor agree
to amend the Agreement as follows:
Terms of Agreement:
The Agreement shall be amended as provided in Attachment A, attached hereto and incorporated
herein. Additionally the following Sections in Attachment A are amended as provided herein:
Lessor
Company name is hereby noted as LSC Environmental Products, LLC, (formerly Landfill Service
Corporation).
Standard Conditions
2.8 Limited Warrantv. Lessor warrants from manufacturers defects the parts described; diesel
power unit (not including component parts), hydraulic pumps & motors, axles & springs,
throttle and pump control levers, progressing cavity pump, hydraulic oil cooler and fan for
the period of this Agreement, including any extensions thereof, and upon receipt by the
Lessor of the malfunctioning part subject to warranty, the Lessor shall, within 24 hours, if
possible, ship to the Lessee the warranted part properly repaired or, in the alternative, a new
part at the sole cost of the Lessor. The Lessee shall be responsible for all labor associated
with the removal and replacement of the defective part. Service provided by the Lessor shall
be invoiced at $85.00/hour for travel and labor. The Lessor makes no warranties, either
express or implied, as to any matter whatsoever, other than those warranties included herein,
including, without limitation, the condition of the Application Equipment, its merchantability
or its fitness for any particulaz purposes provided, however, the Lessor does warrant that the
Application Equipment is suitable for the application of the Licensed Products in the
Territory.
2.11 Insurance. To the extent permitted by North Carolina law, Lessee shall keep the Application
Equipment insured against all risks of loss or damage from every cause whatsoever for not
less than the full replacement value (as specified in 2.9 above) and shall carry public liability
and property damage insurance covering operation of the Application Equipment. The Lessee
shall name the Lessor as loss payee on any policy covering the Application Equipment as
specified in 2.9 (c) above and also the Lessor shall be named as additional insured under any
Comprehensive General Liability policy covering the operation of the Application
Equipment.
2.13 To the extent permitted by North Cazolina law, The Lessee shall indemnify the Lessor
against and hold the Lessor harmless from any and all claims, actions, suits, proceedings,
costs, expenses, damages and liabilities, including reasonable attorney's fees, arising out of or
connected with or resulting from the possession, use, operation or return of the Application
4
Equipment. The Lessor shall indemnify the Lessee against and hold the Lessee harmless from
any and all claims, actions, suits, proceedings, costs, expenses, damages, and liabilities,
including attorney's fees, arising out of or connected with the actions of Lessor's employees
within the territory. Lessee does not waive its sovereign immunity by entering into this
agreement and fully retains all immunities and defenses provided.
The followings sections are added to the Agreement:
4.4 Non-Appro nn 'ation. Lessor acknowledges that Lessee is a governmental entity, and the
validity of this Agreement is based upon the availability of public funding under the authority
of its statutory mandate.
In the event that public funds are unavailable and not appropriated for the performance of
Lessee's obligations under this Agreement, then this Agreement shall automatically expire
without penalty to Lessee immediately upon written notice to Lessor of the unavailability and
non-appropriation of public funds. It is expressly agreed that Lessee shall not activate this
non-appropriation provision for its convenience or to circumvent the requirements of this
Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the
event of a change in the Lessee's statutory authority, mandate and/or mandated functions, by
state and/or federal legislative or regulatory action, which adversely affects Lessee's
authority to continue its obligations under this Agreement, then this Agreement shall
automatically terminate without penalty to Lessee upon written notice to Lessor of such
limitation or change in Lessee's legal authority.
8.2 Disputes, Venue. The parties further agree that jurisdiction and venue for any matter arising
out of or pertaining to this Addendum shall be proper only in the state and federal courts
located in Orange County, North Carolina and the Middle District of the State of North
Carolina, and the parties hereby consent to such jurisdiction and venue.
9.7 Public Records. Lessor acknowledges that County is a North Carolina local governmental
entity and as such is subject to North Carolina Public Records Laws. In the event Lessor
claims that information, records, documents, or things created for, used in, or related to the
performance of this Agreement are Proprietary in nature and therefore not subject to
Disclosure under North Carolina Public Records Laws Lessor shall identify in writing those
records, documents, or things prior to the commencement date of this Agreement.
Should a public records request be made for information the Lessor claims is Proprietary in
nature, County will, within a reasonable time, notify Lessor of such public records request.
Lessor shall, within five (5) business days of said notification provide notice that it does or
does not object to the Lessee disclosing the requested information pursuant to the subject
public records request.
If Lessor objects to the disclosure of the requested information, Lessor agrees that it shall be
solely responsible for the defense of and the cost of defending any claim or complaint
against the Lessee based upon the Lessee's refusal to disclose information Lessor claims is
Proprietary in nature. Lessor agrees that if any such complaint or claim is filed it will
indemnify Lessee and will reimburse Lessee for any and all damages awarded against
Lessee for Lessee's refusal to disclose information Lessor claims is proprietary in nature.
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Lessor agrees that it releases Lessee from all loss, liability, claims or expense, including
attorney's fees, arising out of or related to the release or disclosure or failure by the Lessee to
release or disclose information Lessor claims is Proprietary in nature. Lessor further agrees
that it waives the right to file any court action for any such release, disclosure, or failure to
release or disclose information Lessor claims is Proprietary in nature.
9.8 Full Force and Effect. The parties confirm the Agreement as amended by this Addendum and
acknowledge and agree that, except as amended by this Addendum, the Agreement is binding
and is and remains in full force and effect.
IN TESTIMONY WHEREOF, the parties have hereunto set their hands and seals the day and year
first above written.
ORANGE COUNTY: LSC Environmental Products, LLC:
By:
By:
Bernadette Pelissier, Chair Joel E. Lanz, President
Board of County Commissioners
Attest:
Donna Baker, Clerk to the Board
Attest:
This instrument has been approved as to technical content.
Gayle Wilson, Department Director
This instrument has been pre-audited in the manner required by the Local Government Budget and
Fiscal Control Act.
Office of the Finance Director
This instrument has been approved as to form and legal sufficiency.
Office of the County Attorney
ATTACHMENT-A
osi-She o
ENVIRONMENTAL COATINGS
POSI-SHELL® ENVIRONMENTAL COATINGS APPLICATION EQUIPMENT
LEASE/LICENSE RENEWAL AGREEMENT
LESSOR: LESSEE:
LSC Environmental Products, LLC Orange County Solid Waste
2183 Pennsylvania Avenue 1514 Eubanks Road
Apalachin, New York 13732 Chapel Hill, NC 27516
Telephone: (607) 625-3050 Telephone: (919) 968-2885
Facsimile: (607) 625-2689 Facsimile: (919) 932-2907
TERRITORY: Orange County Solid Waste AGREEMENT DATE:
Chapel Hill, North Carolina February 1, 2010
FEES-
Application Equipment Lease Fee (check equipment selection):
(1) PSA2000 Applicator $3,330.00 (Per Month)
(1) HS50T Horizontal Storage Silo, no scale $1,870.00 (Per Month)
Suuoly Items•
PSM-200TH Setting Agent; 1000-1b Bulk Saks $330.00 ea.
PSM-200TH Setting Agent; 500-Ib Bulk Saks $165.00 ea.
PSM-200TH Setting Agent; 50-1b Bags $16.50 ea.
Posi-Pak® P-100 Fibers; 15-]b Bags $36.00 ea.
Brown Coloring; Powder; 5-]b Bags $15.00 ea.
Green Coloring; Powder; 5-lb Bags $32.00 ea
Xtreme Rain ShieldTM; 50-Ib Bags $150.00 ea.
Posi-Shell® Clear; 50-1b Bags $175.00 ea.
Portland Cement; Bulk Tons vendor price plus 15%
Above Supply /tern prices guaranteed for 1 year fro+n Agreement Date. Delivery charges additiorwl a+uk not included in above stated prices.
All prices in US dollars and FOB source. PSM-200 Setting Agent Bags and Posi-Pak P-700 Fiber Bags are delivered in full pallets (60 bags).
Supply /te+n returns will be accepted with prior return authorization only. A 25% restocking charge will apply to all returns. Product must be unused and undamaged.
Only full pallet producnnay be returned. Pania[ pallets will not be accepted. Customer assumes the shipping and responsibility of returning produM to LSC
Environmental Products, /LC.
AGREEMENT TERM:
Twenty-four (24) months from Agreement Date. In the event of landfill closure, Lessee may terminate this
agreement prior to January 31, 2014 by written notification to Lessor.
PAYMENTS:
Lease Fee shall be payable in twenty-four (24) installments invoiced on the 1st day of each month. Lease
Fee shall be payable in any event on or before the expiration or sooner termination of this Agreement. All
invoices aze payable net 30 days. An interest charge of 1.5% per month will be assessed on unpaid balance.
STANDARD CONDITIONS:
This Lease agreement is subject to the standazd conditions specified on the reverse side.
Lessor shall provide to the Lessee a re-fresher training program on the operation and maintenance of the
Posi-Shell® Cover System Application Equipment.
Lessee accounts in good standing will receive replacement Application Equipment on a rotation schedule of:
PSA2000 Applicator approximately every 36 months
HSSOT Horizontal Storage Silo approximately every 48 months
Equipment delivery charges apply to replacement Application Equipment
LESSOR: LESSEE:
LSC Environmental Products, LLC Orange County Solid Waste
sy: By:
Joel E. Lanz, President Authorized Representative
Date• Date•
Name•
ENVIRONMENTAL Title:
.,e~ Yi1ii
Poge I o1 T
LICENSE TERMS
licensor Aus developed "licensed Technology"Cos defined below) and Litensee wishes to otquire o license to useihe Licensed Technology. The porfies hereto agree as lollows:
1. )3efinitions.
a. "Litensed Tethnalogy" means li[ensor's proprietary methods, produns and systems, whiek ore also referred to as the Posi-Shell®(over System for produfing Lovers for landi0s and othtt applicmions. Litensed Technology
shall include eny issued patents, patent appliniions, tt patents shot may he filed and issucd savoring said proprietary methods, Ixoducis and systems.
h. "Licensed ProduA"means the materiels oriel produrts supplied by Litensor to licensee hereunder. Licensed ProduA shall 6e deemel paA of Licensed Technology.
r. "Linnsor" is L5C Environmental ProduA:, LLC
d. "litensee" is idenlilied as Lessee on this Agreement.
2. brans of License. Licensor hereby grants to Litensee anon-exeluslve Litense (hereinaher "Tethnalogy License's to use Licensed Product far ifs intended purpose; and use Litensed Technology solely for the purpose of using
Licensed Product. Licensee may not suhlitense the Licensed TechndoA7
3. Ownershia. Litensee a[knowledpes that Litensor is the owner of all right, title oriel interest in and to licensed Technology and agrees Ihat it shell lake na actions that would nnirarene or diminish those rights. Litensee shall not
reverse engineer any Licensed Technoogy, including, without limitation, Litensed ProduA. Li[msee a[knawledges shot licensor may seek potent protetsion for Licensedlechnelagy, or parts thereof. Litensee further agrees not to
[ha0enge, mdse to be challenged, or assist ethers to cha0enpe, direAly tt indirecdy, the volidiry and/er emm[evhility of any patent upplitations tt patents mowing the Litensed Tethnology.
4. Rewresentotions oriel Wnnoniies. Litensor makes no representations, express ar implied, ether then these expressly set torlh in this Litense.
~P~•
Npon occeptonce sf ibis bgreement, Litensor grants to Litensee o Technology Litense for use of the Posi-$hellm Carer System for its intended purpose vs described above oriel in Licsnsar's operdien monuvls, training, oriel other
directives.
STANDARD CONDITIONS
Lessor wishes to proof oriel the lessee wishes to acquire a lease to utilize Posi-SheNw Environmental footings Equipment utilized to apply the Posi-Shell Environmental Coatings preduos ("llcensed Prsdurts" os defined m the TechneloAY
Agreement) al a spefific rise. In tonsidwotioe of the mutual promises set forts, the pmlies hweto agree as fo0aws:
SERION 1-0efinitions 1.1 "Tertit°rv" moms the area or site whine Me Applintion Equipmem wNl be usod, as ies[rihed m pogo one of this pgreement.
1.2 "Aeolicetion Eeuiament° meaes Me equipment necessary to blend, store bilk ingredients, oriel apply Me Litensed hodurts, indudiny hm not limited to, on LSC Posi-Shell AppR[alm veil LSC Norizomd Sila.
SECTION 2-Appllxation Equipmersf 2.1 The lessor looses to Mo lessee and Me Lesson 6erehy leases and hires ham the Lessor Me Applicatim Equipment.
2.2 Terms. Tha tmm of this Agreement respedinp the Applitelim Equipmem commences on the data said Nems of Equipment arrive d Ma Terrhory. Tha durdim is os spedfled en pogo one of Mis agreement.
2.3 ~. The tee for the Application Equipmem shall he the amount defined m pogo inn. The lessee shall pay the Lessor rent os described on pogo one in the amounts end d the flmes sal feAh, d Me e0ite of the Lessor or to such
other govern and/or at such other place as the Lessm may, hum time to lima, designate in writing.
T.1 Ijgg. The Lessee thoN use the Applitaion Equipment in o careful and proptt manner and shaA comply wits oriel sonlarm to dl inshunions Iran lessor relating to the possessim, use and mointananta of such Equipmem. Extepi as
otherwise allowed 6y the Lessor, Ma Ap~itation Equipment shell mly ba used la apply the Licensed hoduAS. The use of Me Applintiin Equipment with non-Litensed Predrfis shah immediately tarminete dl warramies under skis
Agreement oriel all implied warcanhes, and shah be considered a nosr-savable defauh by Me Lessee under this Agreement.
2.1 Ins°edien. The Lassa sheN, at my anJ all limas during the hsiness heart, have the right to inter iota anJ open the premises when Me AppDMiin Equipmml may ba tonsil iw she purpose d inzpeaing Me same ar observing its
use. lessee shall give Lesstt immediate eatite of any atlmhment or any allsm judifid profess eNeAinp any Nem of Equipmem and MaA, whenever requested 6y Lassa, advise Lessm of Me exaA lecolion sf the Application Equipment.
The Applicaion Equipment shall remain within Me Territory, except wits prim wshen consent of Me lessor.
2.6 Imorerementc Wilhom prier tmsem d Me Lesser, the Lessee shah not make any elterolim, addition tt improvement to Me Applicaflen Equipmem.
T.7 Reewirs. The Lessee, d its owa [sA and axpmss, shall keep the Appli[diin Equipment in good rspdr, conditim oriel working order and shell hrcnlsh any oriel aN parts, mechanisms and devices requires to keep the Applicaton
Equipment in goad mechenicel end wonting mdtt and agrees, d she end of Me Applicaflm Equipmml term, to retwn Me Applicaflen Equipment to the lessor in Me some smdigon it ores rweived (excepting normal wem). The Lessor shah
agree to cooperate whh the Lessee wits respeA to Me pmts requested 6y Me Lessee to maintain Me Application Equipment, and rNl ship the pan within 2d horns, if peznlle, elreceipt e(e pttchese order by Ilse Lessee.
2.a
T.9 Ri Le TM Lessee hereby assumes oriel shall bror Me emhe risk al lass and damage to the Application Egdpmam, excluding ttdinary wem and tear and detests in Me Aryli[mim Equipment. No bss w dsmope la Me
Applitmian Equipment or any port shared shell impair arty oNigatim d Me Lessee undtt Mis Agreement which shell cominue in fuN torte ind eNeA. In Me evem el lass or damage d my kind whdseever to any Nem of Application
Equipment, the Lessee, d the sptiao sl Me Lasso, shvN:
(a) (Mote the same in good repeh, [endition and xigind winking xdar (excepting normal wem) m pay in sash to the Lessm the amount to do ze; tt
(b) Replace the some wits like Applisation Equipment in good repair, tindition oriel working order, w if Me soma is determined 6y Me Lessor to be last, stolm, desheyed w damaged beyond repair, Me Lessee shall;
(c) Pay Lessor therefore in [ash Me foflowing loss value: Honzantal Silo-Medal H$/SOf @ SIIS,DDD.ND each, Applicders-Modal PSA 2000 @ SN0,000.00 mth, Medsl PSA IB00 ~ f68,000.00 each
2.10 Termtnatien. Npan the exptretion w termindim of this Agreement wits respeA to my item d Applicatim Equipment, the Lassen shag return the some to Me Lessm it pond repeh, cinditian oriel working ardor, xlinery wear and
leer sccepsed. Said some Applitatim Equipmem may ba ovoilsble fa pmchvza only aher sxpirdian o1 Mis Agreemam.
2.11
2.12 Llens and Fees. The Lessee shah keep Applicatim Equlpmmt Erse and nom d all levies, liens and m[umbromes ofd shell pay lease feat, registretim fees, assessnem, Mmgaz and texas whidt may now or hareaher 6e Imposed
on the use of the Application Equipment.
2.13
2.id 6uarerwee of Payment. N Me lessee, with regard to any item sr Nems el Application Equipmem labs se goy any rem er elhw amount httein prarlded far within 10 Boys aher Me same is due std payable, ar if the Lessee, whh
regard to any Hem or items of Applicmim Equipment, fills to observe, keep or perform any aher prorisien of My Agreemam required to 6e observed, kept, or perlttmed by Lessee, Me Lessor shah hero Me right to ezerdse any one of
the fv0awing remedies:
(o) Ta declare the entire amomf d rent hereunder immediaely due and payable os to any and aN Nems of Applitmisn Equipmem without notice ar demand to Lessee;
(h) Ta sue for and rsmver dl rams or mher payments then accrued tt ihereaher mcruing with respeA to eny other items of Applicaion Equipmem;
(c) To take possession d any or aq items of Applitdian Equipment wished demand or netiee, wherever some may 6e located, wNhom any CauA order w other process vi low. Lessee hereby waives any and all damages
eaosioned by such taking of pestessian. My such taking of possession shill rim [institute a terminofiin of Mis Lease as to arty ar dl items d ApplinNm Equipmml inlets the lesstt expressly so nafilies Me Lessee
in wnNng;
(d) Totwminate Ilds Agreement es to any and dl Nems of Application Equipment; or
(s) To pursue any other remedy d law or in equity. Notwithstanding any other repossession w any other artien which Me Lessor may Coke, the Lessee skull 6e and remain liable for the IuN performonte of all obligmiens on
Me port el the Lessee to 6e performed undw Ilds Agreement.
2.15 Ootion to Purchase. Lessee shell hove no option to purchase the equipmem under this Agreement dining the term of Mis Agreement.
SERION 3-Insolrenry 3.1 Neither Mis Agreement nor my interest therein is essignohle ar transferoNe by operdion of law. If any prn[eedinp under o Bonkruplry AA or sA d re<sivership is [ommen[ed 6y and against the lessee,
or if the Lessee is adjudged insolvent, w it the Lessee makes any assignment for the benefit of its creditors, m N a writ of aaochment or exeMian is levied on any item ar items of the Application Equipmem and is not released or sdislied
within 10 dogs Ihareaher, or if o racsirtt is appointed in any praceading or ocflon to which the Lessee is a party with authority to take pestessian m conhd m any item or Nems of the Application Equipmem, the Lessor shall hove oriel may
exercise any one of its remedies end this Agreemam sheA, m the optlm of the Lessm, without notice, immediately tarminata and shall not 6e traded as on ester of the lessee aher Ma exercise of said option.
3.2 The Application Equipment is soil shill of ~ times be oriel remain the sole and ezdusive property el the Lessor and the Lessee shah hove rte right, ROe w interest therein er thereto, except as expressly set forth.
SERION 4Payments J.1 As tonsidsrotim for the lease of Me Application Equipment, the Lessee shall pay the Lessor rent os spadfied an page one er as otherwise provided by properly azeeuted Addendum. Past due mcouats ore
subjeA to a I.SYr monthly tea based en tba total overdue bolanfe.
4.2 In the event that the Lessee does nil fuflill the requirements of the agreed upon term, the Lessm shah goy Lessor 50°/i o} oN Appli<aion Equipment loose fees of the remainder m Me onginel twin as stored on page one of this
Agreement.
4.3 All payments required undm this Section shop ha made In full wiMmt any deductions for withholding tt other foxes or levy.
SERION Sues and Taxes S.1 AI dues, fazes and othw expenses imposed 6y my Gavenmem or Government Agenry in tennertien with Me artirilies conduclsd and payments made pursuant to Mis Agreement shill 6e paid 6y
the lessee.
SERION b-Publicity end Tndemwrks 6.1 TFe lessee shell have the right to make referenze, in advertising materials and otherwise, fo the lesser er Me ovine of the Licensed Products
6.T The Lessor shah hove Me right to puhliAze the use of the Lifinsed Products at the territory for promotional and <uztemer reference purposes.
SERION 7-Term of AgreemerA and its Cancellofion 7.1 This Agreement is efle<lire upon the exetufion by the porfies hereto.
7.T All rights and o6ligdions of the parties set forts in Mis Agreemam shall expire os specified on page one ar as modified by properly executed Addendum.
T.3 Prior to the expiration date of this Agreemanl es set forth in this Agreement, the lessor may, in its option, terminme this Agreement if the Lessee:
(a) Foils 1o make any poymem required under chit Agreement; or -
(b) Is declared insolvent, files n voluntary petition for honkruptry or has filed against it an involuntary petition which is not stayed within 30 days Mereaher, er liquidates for any reason other than as o pert of the
rearganizotion of the lessee os on ongoing haziness; or
([) foils to panorm any other abligdim required under this Agreement within 30 days aher re[eivinp notice of any such loilure by the Lessor; or
(d) Allows the release or disnosure to any unpermined third porfies of my Resirirted Information in vitiation of the terms of This Agreement.
(e) Commits anon-fumble default under this Agreement.
7.1 In Me event shot this Agreement is terminded os provided herein, m amounts paid under this Agreemam shah 6e refunded to the Lessee.
SERION 8-Governing Law E.1 This Agreement shall be construed and governed 6y the lows of substance of the Slate of North Cardino.
SERION 9-Miscellaneous 9.1 The Lessee's rights and obligations under This Apreamenf may na16e assigned or Transferred to another parson yr entity, extepl with the wrihan oppravol of Iha lessor.
9.T AN toptiins in this Agreement ore given only for conrenien<e oriel have no logal force.
9.3 In the event that any Section or part of this Agreement shop 6e held by o Court of fompelent jurisdiction to 6e unlawful or invalid, such Section ar purl shall be deemed severed from this Agreement and Me validity thereof shall hove
no eheA en the validity of Iha remainder of this Agreement.
9.g This Agreemam [onztitutes the entire agreement between Iha ponies with respeA to the suhjeA matters hereof and all preexisting negotiations, correspondence, or agreements ore null and void upon exe[utian of Miz Agreement.
9.5 All amendments and alterations of this Agreement shall 6e mode only pursuant to a written instrument executed 6y the parties fo this Agreemanl end their authorized representative.
9.6 Any notices, requests, statements, submissions or other communi[afions required or pmmined 6y Ibis Agreement shah 6e given in writing and, for all purposes, shall ha deemed given and elfertive on carriers verified delivery dole,
or aher 10 days of moiling, if dispot<hed by air mail (which shall be certified tt registered, wits postage pre-paid),ond properly addressed to either pony as designated on page one at this ogreemenl.
Posi-Shell®ond Posi-Poks®ore registered trademarks of LSC Environmental Products, LLC
I
Lessor initial /Dine
y
lessee initial /Dote
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