EXHIBIT 10.15
AGREEMENT NO. PDC-3180
HOUSTON
CONSULTING AGREEMENT
THIS AGREEMENT ("Agreement") is made FEBRUARY 6, 1997 between TE Products
Pipeline Company, Limited Partnership ("Client"), a Delaware limited partnership
acting by and through its general partner, Texas Eastern Products Pipeline
Company, and IDS Engineering Services ("Consultant"), a division of Industrial
Data Systems, Inc., a Texas corporation.
Consultant and Client (the "Parties"; each a "Party") agree as follows:
1. SERVICES: Consultant shall perform the following "Services" to the
satisfaction of Client: Consultant shall provide engineering and design
support through Consultant's personnel for Client's Houston office. The
Services also may include additional work, pursuant to Paragraph 9 of this
Agreement. Consultant shall have access to Client's staff and resources as
necessary, in the reasonable discretion of Client, to perform the
Services. Consultant shall document to Client's reasonable satisfaction
its time and expenses incurred to perform the Services; and Client shall
have the right to approve all Services performed and verify all time and
expenses documented by Consultant, prior to payment.
2. TERM: The "Term" of this Agreement shall commence on the date above and
continue through December 31, 1997. Either Party may terminate this
Agreement prior to that termination date by giving one (1) week's written
notice to the other Party at the address below, or such other address as
the Party to be notified may specify. Either Party, additionally, may
terminate this Agreement at any time for breach, without waiving any other
remedy therefor, at law or in equity.
3. CLIENT'S REPRESENTATIVE: Xxxx Xxxxxxx or his designee shall represent
Client during the performance of the Services, and shall have authority on
behalf of Client to add, delete or otherwise revise the scope of Services.
Xx. Xxxxxxx will identify any alternate Client representative, and the
term and limits of his responsibilities, prior to the effective date of
designation.
4. PAYMENT FOR SERVICES: Client shall pay Consultant for Services
satisfactorily performed according to Consultant's Rates for Engineering
Services, dated January 10, 1997 (the "Rate Schedule"), attached hereto.
Payment shall be due thirty (30) days
AGREEMENT NO. PDC-3180
following receipt of a proper invoice for Services rendered and expenses
incurred, documented to the reasonable satisfaction of Client. Client
shall have the right to dispute any charge in good faith, and to withhold
payment of any disputed amount, without interest, pending resolution of
that dispute. In the event of breach by Consultant of Paragraph 5, below,
Consultant, without prejudice to any other remedy of Client therefor,
promptly will refund to Client all sums theretofore paid Consultant by
Client hereunder, plus interest at the highest lawful rate.
5. CONFIDENTIAL INFORMATION, CONFLICT OF INTEREST: Client, Consultant and
their employees and agents shall not disclose to any party confidential
information, trade secrets or research, development or business affairs
information disclosed in the performance of this Agreement, except
information generally known to the public or as required by law. If
Consultant at any time becomes aware of a conflict or potential conflict
between its activities or any activities of its employees or
representatives, whether or not part of the Services, and Client's
activities, Consultant immediately will cease performance of all Services
and advise Client's Representative of the conflict or potential conflict.
"Conflict," for purposes of this Agreement, will mean any legal, ethical,
professional or other conflict of interest, unauthorized disclosure or use
of Confidential Information, solicitation of an employee of Client, or any
other act or omission of Consultant of potential detriment to Client,
including but not limited to Client's business interests or competitive
position, present or future. "Activities," for purposes of this Agreement,
will include, without limitation, any business function of Consultant or
Client, whether or not relevant to any Services performable under this
Agreement. The failure of Consultant faithfully to honor the terms hereof,
or immediately to alert Client to any conflict or potential conflict of
which Consultant is or reasonably should be aware, will constitute breach
of this Agreement, irreparable harm to Client and gross negligence, for
which punitive damages, among other remedies, without limitation, will be
recoverable by Client. Client will have no liability to Consultant for any
loss to Consultant suffered as a result of cessation of any Services or
termination of this Agreement pursuant to this Paragraph. The obligations
of this Paragraph shall survive termination of this Agreement by four (4)
years.
6. INDEPENDENT CONTRACTOR: Consultant shall perform under this Agreement as
an independent contractor, and shall not act as nor be deemed an agent,
employee or legal representative of Client. Neither Party shall have
authority to assume or create any commitment or obligation on behalf of,
nor bind the other Party. Consultant shall not be entitled to any benefits
to which Client's employees may be entitled, such as group life, health,
dental and similar medical plans; thrift, ESOP and incentive compensation
plans; vacations; sick pay; or similar benefits. Consultant shall be
responsible for wage payments; federal and state income taxes, FICA taxes,
FUTA taxes and unemployment taxes; all tax withholding; and all other
payroll-related tax payments for the individuals providing Services
pursuant to this Agreement.
AGREEMENT NO. PDC-3180
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7. USE OF WORK PRODUCT: Client shall have exclusive ownership of deliverable
products derived or generated as a result of Services described in
Paragraph 1 and the ideas embodied in those products.
8. TAXES: Any and all taxes-imposed by this Agreement or its performance,
including but not limited to sales or use taxes, but excluding income,
payroll and other taxes called for by Paragraph 6, shall be paid by
Client.
9. ADDITIONAL WORK: Client may add, delete or otherwise revise the scope of
Services to be performed under this Agreement. Any such revision to the
scope of Services shall be confirmed by Client in writing; and, if a
revision requires additional Services by Consultant or any increase to the
amount payable to Consultant under paragraph 4, that revision also shall
be confirmed in writing by Consultant.
10. APPLICABLE LAW: This Agreement shall be construed in accordance with the
laws of the State of Texas, and venue shall lie in Xxxxxx County, Texas.
Consultant shall comply with all applicable laws and regulations in
performing this Agreement.
11. SEVERABILITY: The provisions of this Agreement are severable; and if any
Services or any phrase, sentence, paragraph, section or other part of this
Agreement is held by any court of competent jurisdiction to be invalid or
unconstitutional, the remainder of this Agreement shall not be affected
thereby.
12. ASSIGNMENT: This Agreement may not be assigned by either Party without the
prior, written consent of the other Party, and shall be binding upon and
inure to the benefit of the permitted heirs, successors, assigns and legal
representatives of the Parties.
13. LIABILITY: Consultant shall perform all Services to at least the
prevailing standards of its industry or profession, in a good and
workmanlike manner and to Client's satisfaction; and shall protect,
defend, indemnify and hold Client harmless from any and all claims or
causes of action in connection with the Services, except to the extent of
Client's gross negligence or willful misconduct. It expressly is the
intent of Consultant to protect, defend, indemnify and hold Client
harmless from any simple or ordinary negligence of Client. Under no
circumstance will Client be responsible hereunder to Consultant or any
third party for consequential, exemplary, incidental, punitive or
speculative damages; and it expressly is the intent of Consultant,
further, to protect, defend, indemnify and hold Client harmless therefrom.
AGREEMENT NO. PDC-3180
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14. LICENSES AND PERMITS: Consultant shall obtain any and all licenses and
permits required by city, county, state and federal law and regulation
necessary for the performance of Services pursuant to this Agreement.
15. COMPLETE AGREEMENT: This Agreement constitutes the entire agreement of the
Parties, and supersedes all prior agreements between Client and Consultant
relative to the subject matter of this Agreement. No representation made by
either Party not stated herein shall be binding. No modification or
amendment hereof shall be binding unless prepared as provided herein.
16. NOTICES:
(i) Notices to Client shall be sent to:
Xxxxxx Xxxxx
TEPPCO
X.X. Xxx 0000
Xxxxxxx, Xxxxx 00000-0000
Telephone: 000-000-0000
Fax: 000-000-0000
(ii) Notices to Consultant shall be sent to:
Xxxxxxx Xxxxxx, President
IDS Engineering a division of Industrial Data Systems, Inc.
000 Xxxxxxx Xxxxx Xxxxx, Xxxx. 000
Xxxxxxx, Xxxxx 00000-0000
Telephone: 000-000-0000
Fax: 000-000-0000
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
date first written above.
CLIENT:
TE PRODUCTS PIPELINE COMPANY LIMITED
PARTNERSHIP, BY TEXAS EASTERN PRODUCTS
PIPELINE COMPANY, ITS GENERAL PARTNER
By: /s/ 0. XXXXXX XXXXXXXXXX
0. Xxxxxx Xxxxxxxxxx
Vice President, Technical Services
CONSULTANT:
IDS ENGINEERING, A DIVISION OF
INDUSTRIAL DATA SYSTEMS, INC.
By: /s/ XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx
President
AGREEMENT NO. PDC-3180
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IDS ENGINEERING a division of INDUSTRIAL DATA SYSTEMS, INC.
Quality Engineering and Fabrication for the Pipeline Industry
January 10, 1997
Xxxxxx Xxxxx
TEPPCO
X.X. Xxx 0000
Xxxxxxx, Xxxxx 00000-0000
Re: Agreement No. PDC - 2940 Engineering Services Dear 3&s. Xxxxx:
We are pleased to submit our proposal for comprehensive engineering,
project/construction management, and related technical consulting services as
may periodically be required by your company. T. he attached ENGINEERING
SCHEDULE of RATES is included to establish our commercial terms. More important
than targeting specific upcoming projects, our principal objective is in
developing a long-term association through which we can readily support TEPPCO
on demand regardless of how small assignments might be. Allow me to emphasize
our range of expertise encompasses all engineering disciplines, we maintain
strong in-house project capabilities for execution of turnkey, project-managed
efforts. The following will apply:
RATES FOR ENGINEERING SERVICES
Effective January 1, 1997 all work authorized by the company will be at the
following rates. These rates include contractors charges for insurance, taxes,
overhead and profit. Computer work stations and software for normal engineering
and drafting projects are included.
CLASSIFICATION STD RATE O.T. RATE
Project Manager 65.00 65.00
Project Engineer 60.00 60.00
Senior Engineer 55.00 55.00
Engineer 50.00 50.00
Engineering Technician 48.00 64.00
Senior Designer 48.00 64.00
Designer 43.50 56.00
Operator/Draftsperson 39.00 52.00
Project Clerk 30.00 40.00
Senior Clerk 25.00 34.00
Clerk/Secretary 20.00 27.00
CORPORA 7E OFFICE.
000 XXXXXXX XXXXX XXXXX, XXXX. 000
XXXXXXX XX 00000-0000
PHONE: (000) 000-0000
FAX: (000) 000-0000
PLAZA DRIVE
00000 XXXXXXXX XXXX
XXXXXXX, XX 00000
PHONE: (000) 000-0000
FAX: (000) 000-0000
HERE
TRAVEL EXPENSES
Project related travel expenses will only be incurred when required and
authorized by your firm and will be billed at cost, . For prolonged assignments
performed out of our home office area, a reasonable per deim allowance will be
established in lieu of certain expenses and charges for applicable personnel
subject to your firm's approval.
REPRODUCTION EXPENSE
AR reproduction costs will be billed at cost plus 15 percent.
OPTION TO HIRE IDS ENGINEERING PERSONNEL
In the event that TEPPCO elects to directly hire personnel offered by IDS
Engineering prior to, during, or for twelve (12) months following a client
assignment, a fee equal to 25% of the individual's annualized IDS salary (Hourly
]IDS wage rate X 2080)will be paid by client to IDS within 30 days of
individual's date of hire.
MISCELLANEOUS COST
ALL miscellaneous and third party costs will be billed at costs plus 15 percent.
We sincerely appreciate this opportunity to continue offering our services
and look forward to responding formally and specifically to your needs as they
arise. In the meantime, kindly advise should you have questions or should you,
in anyway, require our assistance.
Very truly yours
/s/ XXXX XXXXX
Xxxx Xxxxx
Manager Business Development
PP/ljm
