EXHIBIT 10.18
Texaco Pipeline Inc.
Contract No. TPS - 97OIWF
ENGINEERING SERVICES
IDS Engineering
Houston, Tx.
MISCELLANEOUS WORK AGREEMENT
Agreement # TPS - 97OIWF
1. PARTIES
The parties to this Miscellaneous Work Agreement ("Agreement") are IDS
Engineering ("Contractor") and Texaco Pipeline Inc.("Company")
2. DURATION
This Agreement is effective as of the date of the last signature by the
parties ("Effective Date") and continues in force indefinitely, subject to the
other terms of this Agreement. This Agreement can also be terminated by either
party upon thirty (30) days written notice to the other party. The indemnity,
audit and confidentiality provisions of this Agreement shall survive the
termination of this Agreement.
3 SERVICES COVERED BY THIS AGREEMENT
3.1 Contractor will provide services as described in the attached Exhibit
A (the "Services").
3.2 Contractor acknowledges that by prior knowledge and examination, it
will understand the nature of the work, the environment, and the
difficulties which may be incident to performing the Services prior to
commencing the Services.
3.3 Contractor warrants that all Services under this Agreement shall be
performed and completed in a good and workmanlike manner, that all
material and equipment furnished shall be of good and merchantable quality
and that Contractor's performance shall be free of defect and satisfactory
and acceptable to Company.
4 RELATIONSHIP OF THE PARTIES
Contractor certifies that it is and shall conduct itself as an independent
contractor in its performance of the Services. Contractor further certifies that
none of the employees, agents or subcontractors of Contractor shall be
considered or hold themselves out or act as employees of Company. Contractor
agrees that neither Contractor nor any of its employees, agents or
subcontractors shall, except as specifically provided in writing, act as an
agent for Company.
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5. MODIFICATIONS
5.1 Company may activate the Services, order additional services or make
changes to the Services by written or oral request to Contractor.
Contractor shall promptly provide Company with a written acknowledgment of
such request. This acknowledgment will contain the revised scope of
Services proposed, estimated cost, and any terms not already specified in
this Agreement. Company will indicate its acceptance of this
acknowledgment by properly executing and returning one copy of the
acknowledgment to Contractor.
5.2 No modification of the scope of the Services shall be binding on
Company unless approved in writing and signed by Company. Unless otherwise
provided in writing, modifications so approved shall be in effect on the
day such approval is signed by Company. If the modifications are for
pricing, then the new price will apply to work provided or equipment
ordered after the day on which such approval is signed by Company. It is
agreed that Company will not be bound by any additional terms beyond a
modification of Services or prices which may be specified as part of
Contractor's work ticket, delivery ticket, invoice, etc., to the extent
such terms alter any rights or obligations contained herein. Signing such
tickets, invoices, etc., by Company does not constitute approval or
acceptance of such additional terms.
5.3 Company shall not honor Contractor invoices providing rate increases
for either equipment or labor unless Company has agreed in writing before
the equipment or labor is provided by Contractor.
6. CONFLICTS
If there is a conflict between any provisions in the body of this
Agreement (without Exhibits or documents incorporated by reference, if any) and
any provisions in the attached Exhibits or documents incorporated by reference,
if any, the provisions in the body of this Agreement (without Exhibits or
documents incorporated by reference, if any) will control.
7. AGREEMENT PRICE
7.1 Payment for the Services will be at the rates provided in Exhibit B.
Contractor will invoice Company and provide Company substantiation of
hours worked and costs incurred, including hours worked and costs incurred
by third parties providing any part of the Services. Invoices, in
triplicate and showing the Agreement number, shall be submitted as
promptly as possible, but no later than six (6) months from the date
Services are performed. Payment for Services in accordance with the
provisions of this Agreement will be made within thirty (30) days of
receiving an invoice in the proper form with written verifications.
7.2 Except as otherwise provided in this Agreement, Contractor shall
supply and pay for all services, materials (which unless otherwise
specified shall be new), and all other items ordinarily furnished by
Contractor, directly or indirectly, in connection with the Services.
Company shall supply the services, materials and other items expressly
described on Exhibit A.
7.3 Where Contractor, at the request of Company, furnishes services,
materials or other items which Company is obligated to furnish or supply,
Company, upon receipt from Contractor of substantiation of costs incurred,
will reimburse Contractor for the actual costs of those services,
materials or other items.
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7.4 Company shall have the right to retain any portion of the amount
payable to Contractor until such time as Company has been presented an
affidavit in the form attached hereto as Exhibit C from each person or
entity that has provided labor, services, materials or equipment in
connection with the Services stating that the person or entity has been
paid in full for all such labor, services, materials or equipment or until
the applicable statutory period for filing liens has expired. Company
shall have the right to request such affidavits from subcontractors,
vendors, materialmen, equipment suppliers and laborers.
7.5 Contractor authorizes Company to deduct from any amount payable to
Contractor (whether or not arising out of this Agreement), all amounts
which may be payable by Contractor to Company, and also all amounts for
which Company may become liable to third parties due to Contractor's acts
in performing or failing to perform Contractor's obligations under this
Agreement. If the amount or validity of these claims made by a third party
is disputed by Contractor, or if any indebtedness exists which appears to
be the basis for a claim or lien, Company may withhold from any payment
due, without liability for interest because of such withholding, an amount
sufficient to cover such claim. Companies exercise or failure to exercise
such right to deduct or to withhold shall not, however, affect the
obligation of Contractor to protect Company as elsewhere provided in this
Agreement.
7.6 Contractor accepts exclusive liability for payment of federal and
state payroll taxes and for contributions for unemployment insurance, old
age pensions, annuities, retirement, and other benefits, imposed under any
provision of any law, and measured by remuneration paid or payable by
Contractor to employees of Contractor engaged in the Services or in any
incidental operation. Contractor will require that each subcontractor who
performs a -any part of the Services accept the same responsibility and
liability with respect to employees of that subcontractor.
7.7 Payment for the Services shall only be due if (a) no lien or claim for
labor and services performed or for materials and equipment furnished for
or in connection with the Services has been filed or made; (b) the
Services have been inspected and accepted by Company; and (c) Contractor
has met all of the terms of this Agreement.
8. CONFIDENTIALITY
8.1 Contractor, in the course of negotiations and performance of this
Agreement and subsequent relationships with Company, may have access to
financial, accounting, statistical, personnel, client or other technical
or business information of Company, its parent company, or their
respective subsidiaries or affiliated companies, which information is and
shall be deemed for all purposes under this Agreement as trade secrets of
Company. Except as otherwise provided in this Agreement, all such
information shall be considered Confidential Information.
8.2 Contractor agrees to hold all Confidential Information in confidence
for a period of twenty (20) years from the date of receipt of the
Confidential Information. During such period, Contractor will use the
Confidential Information solely for the purposes of
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performing the Services. Contractor may disclose Confidential Information
to employees, agents or subcontractors of Contractor to whom disclosure is
necessary for the purposes of performing, the Services, but only under
terms and conditions which protect the confidentiality of the Confidential
Information as required by this Agreement.
8.3 The obligations imposed by this Agreement shall not apply to any
Confidential Information that:
8.3.1 is already in the possession of Contractor on the date of this
Agreement (except Confidential Information in connection with bids,
negotiations and/or discussions leading to the execution of this
Agreement) or is independently developed by Contractor; or
8.3.2 is or becomes publicly available through no fault of
Contractor; or
8.3.3 is obtained by Contractor from a third person who is under no
obligation of confidence to Company; or
8.3.4 is disclosed without restriction by Company; or
8.3.5 for which disclosure is required by law, but only after first
notifying Company of such required disclosure.
8.4 The obligations set forth in this Section 8 shall survive the
termination of this Agreement.
9. POLLUTION CONTROL
9.1 For purposes of this Section 9:
9.1.1 "Legally Applicable Standards" is defined as all requirements
imposed by any Federal, State or local law or regulation intended to
protect human safety, health or the environment,
9.1.2 "Contaminant" is defined as any solid, liquid, gaseous or
thermal irritant, pollutant or substance whose nature, quantity or
existence renders it subject to Legally Applicable Standards,
9.1.3 "Contamination" is defined as the presence of any Contaminant
in the air, soil or water at or exceeding levels subjecting any
person to any liabilities, fines, penalties, or assessment or
remediation obligations under any Legally Applicable Standards.
9.1.4 "Contractor Contamination" is defined as the presence of any
Contaminant brought or caused (solely or concurrently) by Contractor
or subcontractor, and/or any of their respective employees, agents
or invitees to property at which the Services are being or have been
performed, that is in the air, soil, or water on, above or under
that property at or exceeding levels
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subjecting any person to any liabilities, fines, penalties, or
assessment or remediation obligations under any Legally Applicable
Standards.
9.2 Contractor agrees to notify Company as soon as possible after the
discovery of Contractor Contamination. If such Contractor Contamination
poses an immediate risk to human health or safety, or the environment,
Contractor will, at its own cost, take all appropriate measures that in
Contractor's professional opinion are justified to preserve and protect
human health or safety, and the environment.
10. INDEMNITY
10.1 CONTRACTOR, TO THE EXTENT PERMITTED BY LAW, SHALL DEFEND, PROTECT,
INDEMNIFY AND HOLD HARMLESS COMPANY, AND DIRECTLY OR INDIRECTLY, ITS
PARENT, AFFILIATE AND SUBSIDIARY COMPANIES, AND THEIR RESPECTIVE
DIRECTORS, EMPLOYEES AND AGENTS ("INDEMNIFIED PARTIES"), AGAINST ALL
CLAIMS, DEMANDS OR CAUSES OF ACTION, SUITS, DAMAGES, LIABILITIES,
JUDGMENTS, LOSSES - AND EXPENSES (INCLUDING, WITHOUT LIMITATION,
ATTORNEYS' FEES AND COSTS OF LITIGATION, WHETHER INCURRED FOR AN
INDEMNIFIED PARTY'S PRIMARY DEFENSE OR FOR ENFORCEMENT OF ITS
INDEMNIFICATION RIGHTS) WHICH MAY BE INCURRED BY AN INDEMNIFIED PARTY OR
ASSERTED BY CONTRACTOR (INCLUDING, WITHOUT LIMITATION, CONTRACTOR'S
EMPLOYEES, CONTRACTORS AND AGENTS) OR BY ANY THIRD PARTY ON ACCOUNT OF:
(I) ANY PERSONAL INJURY, DISEASE OR DEATH OF ANY PERSON(S), DAMAGE
TO OR LOSS OF ANY PROPERTY, OR MONEY DAMAGES OR SPECIFIC PERFORMANCE
OWED TO ANY THIRD PARTY
(BY CONTRACT OR OPERATION OF LAW), AND ANY FINES, PENALTIES, ASSESSMENTS,
ENVIRONMENTAL RESPONSE COSTS OR INJUNCTIVE OBLIGATIONS CAUSED BY, ARISING
OUT OF, OR IN ANY WAY INCIDENTAL TO OR IN CONNECTION WITH, ACTIONS OR
OMISSIONS OF CONTRACTOR (INCLUDING, WITHOUT LIMITATION, ITS EMPLOYEES,
CONTRACTORS AND AGENTS) OR ANY THIRD PARTY INCLUDING, WITHOUT LIMITATION,
(1) THE SOLE NEGLIGENCE, FAULT OR STRICT LIABILITY OF CONTRACTOR AND (2)
THE CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY OF ANY COMBINATION OF
THE INDEMNIFIED PARTIES, CONTRACTOR AND/OR ANY THIRD PARTY; AND
(II) ANY BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT OF CONTRACTOR
CONTAINED IN THIS AGREEMENT.
10.2 IT IS THE INTENTION OF THE PARTIES THAT THE OBLIGATIONS OF CONTRACTOR
UNDER THIS INDEMNITY SECTION ARE WITHOUT REGARD TO WHETHER THE NEGLIGENCE,
FAULT OR STRICT LIABILITY OF AN INDEMNIFIED PARTY IS A CONTRIBUTORY
FACTOR, AND SUCH OBLIGATIONS ARE INTENDED TO PROTECT THE INDEMNIFIED
PARTIES AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE, FAULT OR STRICT
LIABILITY. WITHOUT REGARD TO
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THE EXTENT OF NEGLIGENCE, IF ANY, OF AN INDEMNIFIED PARTY, CONTRACTOR, AT
ITS EXPENSE, SHALL DEFEND ANY SUCH CLAIM OR SUIT AGAINST AN INDEMNIFIED
PARTY AND SHALL PAY ANY RESULTING JUDGMENT OR AWARD. IF, AFTER CONTRACTOR
HAS BOTH DEFENDED ANY SUCH SUIT AND PAID ANY RESULTING JUDGMENT OR AWARD,
IT IS DETERMINED BY A FINAL NONAPPEALABLE DECISION THAT THE MATTER WAS A
RESULT OF THE SOLE OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY OF
AN INDEMNIFIED PARTY, THEN COMPANY AGREES TO REIMBURSE CONTRACTOR FOR THE
JUDGMENT OR AWARD AGAINST THE COMPANY AND THE PORTION OF CONTRACTOR'S
REASONABLE ATTORNEYS' FEES, LITIGATION EXPENSES AND COURT COSTS WHICH
RELATE TO AN INDEMNIFIED PARTY'S DETERMINED LIABILITY. THE INDEMNIFIED
PARTIES EXPRESSLY RESERVE THE RIGHT TO PARTICIPATE IN THEIR DEFENSE WITH
COUNSEL OF THEIR OWN CHOOSING. CONTRACTOR'S OBLIGATIONS UNDER THIS
INDEMNITY SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
11. INSURANCE
11.1 Contractor shall maintain at its sole cost, and shall require any
subcontractors it may engage to maintain at all times while performing
Services under this Agreement, the insurance coverage set forth below with
companies satisfactory to Company with full policy limits applying, but
not less than as stated.
11.1.1 Workers' Compensation Insurance as required by laws and regulations
applicable to and covering employees of Contractor engaged in the
performance of the Services;
11.1.2 Employers' Liability Insurance protecting Contractor against common
law liability in the absence of statutory liability, for employee
bodily injury arising, out of the master-servant relationship with a
limit of not less than $ 1,000,000 and having the following
endorsements, if applicable:
11.1.2.1 To provide against liability under the U.S. Longshoremen's
and Harbor Workers' Compensation Act, as amended, including
protection with respect to this Act's extension under the
Outer Continental Shelf Land Act;
11.1.2.2 To provide against liability under the "▇▇▇▇▇ Act", Death
on the High Seas Act and the General Maritime Law; and
11.1.2.3 To provide that a claim "in rem" shall be treated as a
claim against the employer.
11.1.3 Commercial General Liability Insurance including products and
completed operations with limits of not less than $ 1,000,000 per
occurrence and in the aggregate;
11.1.4 Automobile Liability Insurance including- non-owned and hired
vehicle coverage with limits of liability of not less than $1
000,000; and
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11.1.5 If applicable, Hull and Machinery Insurance in an amount not less
than the full market value of each vessel owned or chartered by
Contractor and used in performing the Services. Such insurance shall
include full collision liability with the sistership clause
unamended.
11.1.6 If applicable, aircraft coverage for all owned or non-owned
aircraft, including rotor craft, with single limit of not less than
$3,000,000, each occurrence, for bodily injury including passengers
and property damage.
11.1.7 Pollution and spillage cleanup and third party insurance to protect
against claims brought either by governments or third parties for
damages occasioned by polluting substances totaling an amount of not
less than $0.
11.1.8 Excess Liability Insurance over Automobile Liability, Commercial
General Liability, and Employers' Liability coverages afforded by
the primary policies described above with minimum limits of $
5,000,000 excess of specified limits.
11.2 In addition to all other risks for which coverage is provided in
Sections 11. I.3 ) and 11.1.8, the Commercial General Liability Insurance
and Excess Liability Insurance in those sections shall cover the
contractual liability assumed under the provisions set forth in this
Agreement.
11.3 Prior to commencement of the Services, a certificate evidencing the
required coverages of this Agreement shall be delivered to Company,
naming, Company and ALL APPLICABLE PARENTS, SUBSIDIARIES S AND AFFILIATES,
as additional insureds under the Commercial General Liability and Excess
Liability Insurance Policies. This certificate shall provide that any
change restricting or reducing, coverage or the cancellation of any
policies under which certificates are issued shall not be valid as
respects Company's interest therein until Company has received thirty (30)
days written notice of such change or cancellation. Further, the
certificate shall state that the insurance is primary coverage and not
concurrent or excess over other valid insurance which may be available to
Company. Each Workers' Compensation policy shall be endorsed to provide
waiver of subrogation rights in favor of Company and ALL APPLICABLE
PARENTS, SUBSIDIARIES AND AFFILIATES.
11.4 Contractor agrees to comply with all terms of the insurance contracts
referenced in this Section 11. Failure of Contractor to keep the required
insurance policies in full force and effect during the term of this
Agreement and during any extensions shall constitute a breach of this
Agreement and Company shall have the right, in addition to any other
rights, to immediately cancel and terminate this Agreement without further
cost to Company. Nothing contained in these provisions relating to
coverage and amounts set out herein shall operate as a rotation of
Contractor's liability in tort or contracted for under the terms of this
Agreement. Should coverage be provided on a claims-made basis, the policy
shall include at least a two (2) year extended reporting period
endorsement, and shall not contain a "prior acts" exclusion.
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11.5 IT IS THE INTENTION OF THE PARTIES THAT THE INSURANCE COVERAGES
PROVIDED BY CONTRACTOR IN FULFILLMENT OF THESE OBLIGATIONS BE AS BROAD AS
POSSIBLE. IN NO EVENT WILL THE CONTRACTOR ACCEPT ANY POLICY WHICH PROPOSES
TO EXCLUDE COVERAGE SOLELY BECAUSE (1) A CLAIM IS MADE ALLEGING (A)
PERSONAL INJURY, DEATH OR PROPERTY DAMAGE OF THE CONTRACTOR OR
CONTRACTOR'S EMPLOYEES, SUBCONTRACTORS OR AGENTS, (B) PERSONAL INJURY,
DEATH OR PROPERTY DAMAGE RESULTING FROM THE NEGLIGENCE OR GROSS NEGLIGENCE
OF COMPANY, (C) PERSONAL INJURY, DEATH OR PROPERTY DAMAGE RESULTING FROM
THE SUDDEN OR ACCIDENTAL RELEASE, DISCHARGE OR DISPERSAL OR CHEMICALS,
LIQUIDS, GASSES, WASTE MATERIALS OR POLLUTANTS, OR (2) THE INDEMNITY
PROVISIONS OF TIES AGREEMENT ARE INAPPLICABLE OR OTHERWISE UNENFORCEABLE.
11.6 NOTHING CONTAINED IN THESE PROVISIONS RELATING TO COVERAGE AND
AMOUNTS SHALL OPERATE AS A LIMITATION OF CONTRACTOR'S LIABILITY UNDER THE
TERMS OF THIS AGREEMENT.
11.7 CONTRACTOR SHALL PROVIDE A COPY OF SECTION 10, INDEMNITY, AND SECTION
11, INSURANCE, TO ITS CARRIER AND REQUIRE THE CARRIER TO PROVIDE INSURANCE
COVERAGE THAT COMPLIES WITH BOTH SECTIONS.
12. ASSIGNMENT
Contractor shall not assign this Agreement nor subcontract the whole or
any part of the Services, without Company's prior written consent.
Company's consent to any such assignment or subcontract shall not relieve
Contractor or Contractor's surety of any liability for the performance of
this Agreement. Company may withhold its consent in its sole and
unfettered discretion.
13. FORCE MAJEURE
13.l For the purpose of this Agreement, "Force Majeure" shall mean an act
of God, an act of the public enemy, strike, lockout, boycott, picketing,
riot, insurrection, fire, or any governmental law, order, rule, regulation
or ordinance, or any other occurrence not within the reasonable control of
the party claiming Force Majeure.
13.2 If either party is rendered unable, wholly or in part, by Force
Majeure to carry out its obligations (except financial obligations) under
this Agreement, it is agreed that on such party's giving notice and
reasonably full particulars of such Force Majeure in writing or by
facsimile to the other party within a reasonable time after the occurrence
of the cause relied on, then the obligations of the party giving such
notice, so far as they are affected by such Force Majeure, shall be
canceled during the continuance of any inability so caused, but for no
longer period, and such cause shall so far as possible be remedied with
all reasonable dispatch.
13.3 It is understood and agreed that the settlement of strikes and
lockouts shall be entirely within the discretion of the party asserting
Force Majeure as the excuse for
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nonperformance, and that the above requirement that any Force Majeure
shall be remedied with all reasonable dispatch shall not require the
settlement of strikes or lockouts by acceding to the demands of an
opposing party when such course is inadvisable in the discretion of the
party asserting Force Majeure.
14 ABANDONMENT OF OR FAILURE TO COMMENCE THE SERVICES
If Contractor fails to commence the Services within thirty (30) days of the
Effective Date of the Contract or of any order for additional services, or after
such commencement abandons the Services or for any reason suspends or refuses to
continue the Services or any portion of the Services after direction by Company
for a period of five (5) days, unless prevented from commencing or continuing
the Services by Force Majeure, or by any failure or delay on the part of
Company, then Company shall have the right to take over the Services and all
materials and supplies furnished by Contractor and complete the Services, or
cause the Services to be completed, at the expense of Contractor. In any such
case Company shall also have the night to retain and use in the performance of
the Services all tools and equipment employed, or which were to have been
employed, by Contractor in the Services which at the time are located at the
site of the Services. If Company exercises the right to use Contractor's tools
and equipment as described in this paragraph, Company shall pay Contractor a
reasonable rental for these tools and equipment.
15 COMPANY'S RIGHT TO TERMINATE
At any time, Company, at its absolute discretion, may by written notice to
Contractor terminate and/or abandon the construction of facilities or suspend
work in progress. Upon such discontinuance or suspension, Contractor shall be
entitled to receive and or retain all its reimbursable costs as reasonably
needed to terminate the work hereunder and turn it over to Company. Contractor
shall retain or be paid by Company that portion of the fixed fee, if applicable,
which is reasonable and proportional to the work performed by Contractor prior
to the termination of work subject, however, to the other payment terms of this
Agreement.
16 AUDITS
Contractor shall maintain during the course of this Agreement, and retain
for not less than four (4) years after the termination of this Agreement,
complete and accurate records of all of Contractor's costs and documentation of
items which are chargeable to Company under this Agreement. Company shall have
the right at any reasonable time during that period and during normal business
hours to inspect and audit those records by authorized representatives of its
own or any third-party consultant selected by it. The records to be thus
maintained and retained by Contractor shall include (a) payroll records,
including social security numbers and labor classifications, accounting for
total time distribution of Contractor's employees 'working full or part time on
the Services, as well as canceled payroll checks or signed receipts for payroll
payments in cash; (b) invoices for purchases, receiving and issuing documents,
and all other unit inventory records for Contractor's stocks or capital items;
(c) paid invoices and canceled checks for materials purchased and for
subcontractors and any other third parties' charges; and (d) all other records
required to verify the accuracy of Contractor's charges. If such audit reveals a
discrepancy between the amount or value of materials or services billed to
Company and that which is evidenced by Contractor's books and records, Company
shall have the right to adjust its account with Contractor, which adjustment may
necessitate a refund of funds
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disbursed to Contractor. If Contractor fails to maintain or make available such
books and records, Company will not be liable for any charges based on such
costs unless Contractor produces adequate proof of those costs. If Company is
unable to gain access to the pertinent records of any of the Contractor's
subcontractors or vendors, Contractor will expend every effort to assist Company
in obtaining this information.
17 CONFLICTS OF INTEREST
17.1 No Contractor employee, agent, director, or subcontractor shall give
or cause to be given to any Company employee (or their immediate family) any
gift, entertainment, travel, payment, loan, or service regardless of value. Nor
will Contractor's employees, agents, directors, or subcontractors provide direct
or indirect employment to family members of active employees of Company without
written approval of the appropriate Company Division Manager. Also any
arrangement by Contractor to enter into any direct or indirect business
arrangement with any employee or agent of Company is prohibited.
17.2 Company may audit pertinent Contractor, subcontractor, or vendor
records to confirm compliance with the above paragraph. If Company cannot gain
access to pertinent records of any of Contractor's subcontractors or vendors,
Contractor will expend every effort to assist Company in obtaining the requested
information from Contractor's subcontractors and vendors necessary for a
complete audit to confirm compliance with the above paragraph.
18 CONTRACTOR SAFETY MANAGEMENT
Contractor agrees to abide by the terms of the Contractor Safety
Management requirements in attached Exhibit D, which Exhibit D is hereby
incorporated by reference.
19 SUBSTANCE ABUSE
Contractor agrees to abide by the terms of the Substance Abuse requirements in
attached Exhibit E, which Exhibit E is hereby incorporated by reference.
20 COMPLIANCE WITH APPLICABLE LAWS
20.1 Contractor agrees to keep posted all notices required under workers'
compensation laws and other laws, ordinances, rules, or regulations of any
governmental authority having jurisdiction over the Services.
20.2 Contractor agrees to procure from the proper authority all permits
and licenses which may be required in the performance of the Services, and
pay all excise, license, occupation, and other taxes which may become
payable to any authority by reason of the Services, including all taxes
upon the sale, use, storage, consumption, or fabrication of the materials,
supplies, equipment, and other things furnished by Contractor.
20.3 Contractor agrees to comply, and shall ensure that its employees,
agents and/or subcontractors comply, with all federal, state, tribal,
county, and municipal laws, rules, regulations, and ordinances applicable
to the performance of the Services.
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20.4 Contractor shall comply, and cause Contractor's employees and agents
and others entering upon Company's premises in connection with the
Services to comply, with all applicable federal, state, tribal, county,
and municipal laws, ordinances, rules, and regulations.
21 EQUAL EMPLOYMENT OPPORTUNITY
Contractor agrees to abide by the terms of the Equal Employment
Opportunity requirements in attached Exhibit "F", which Exhibit "F" is hereby
incorporated by reference.
22 ARBITRATION
Contractor and Company agree to abide by the terms of the Terms of
Arbitration requirements in the attached Exhibit "G," which Exhibit "G" is
hereby incorporated by reference.
23 ANNOUNCEMENTS AND PRESS RELEASES
Contractor agrees that during and after the term of this Agreement, it
will make no announcements, press releases or other publications concerning, the
Services without the prior written consent of Company.
24 OWNERSHIP OF DATA
All data and information related to the Services, and generated by
Contractor during the performance of the Services, are the sole property of
Company. Contractor agrees to destroy all draft copies of reports when
subsequent final copies of those reports are generated.
25 APPLICABLE LAW
This Agreement shall be interpreted in accordance with the laws of the
State of Texas.
26 LIMITATION ON COMPANY'S LIABILITY
26.1 Company's liability is expressly limited to the Agreement Price set
forth on the face of this Agreement, or any modifications. Said sum is
payable only after Contractor has performed all of Contractor's duties and
obligations and has met all the conditions contained in this Agreement.
26.2 Company shall not be responsible for damage to, or loss of, any of
Contractor's materials, supplies, tools or equipment which Contractor may
use or store on Company's premises.
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27 SEVERABILITY
If any part, term or provision of this Agreement is held by the
arbitration tribunal or a court of competent jurisdiction to be illegal or in
conflict with any law, the validity of the remaining portions or provisions
shall not be affected, and the rights and obligations of the parties shall be
construed and enforced as if the Agreement did not contain the particular part,
term or provision held to be invalid.
28 SURVIVAL
The warranty, indemnity, audit, confidentiality and arbitration provisions
of this Agreement shall survive the termination of this Agreement.
29 WAIVER
The failure of either party hereto at any time to require performance by
the other party of any provision of this Agreement shall in no way effect the
right of such party thereafter to enforce the same, nor shall any waiver of any
breach of any provision hereof by the other party be taken or held to be a
waiver by such party of any succeeding breach of such provision, or as a waiver
of the provision itself.
30 SECTION HEADINGS
The section headings appearing in this Agreement have been inserted for
the purpose of convenience and ready reference. They do not purport to, and
shall not be deemed to define, limit or extend the scope or intent of the
sections to which they appertain.
31 EXHIBITS
Contractor acknowledges that the following exhibits are attached hereto
and made a part hereof:
Exhibit A - Services
Exhibit B - Rates for Services
Exhibit C - Affidavit for use in connection with Paragraph 7.4
Exhibit D - Contractor Safety Management
Exhibit E - Substance Abuse
Exhibit F - Equal Employment Opportunity
Exhibit G - Terms of Arbitration
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32. NOTICES
All notices necessary to be given under the terms of this Agreement,
except as herein otherwise provided, shall be in writing and shall be
communicated by prepaid mail, telegram or facsimile transmission addressed to
the respective parties at the address below or to such other address as
respectively designated hereafter in writing from time to time:
TO CONTRACTOR: IDS Engineering
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Phone (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
TO COMPANY: Texaco Pipeline Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇ ▇. ▇▇▇▇▇▇
Phone (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
33 ENTIRE AGREEMENT
This Agreement supersedes all prior oral or written proposals, communications or
other agreements related to the subject matter of this Agreement. This Agreement
sets forth the entire agreement between the parties with regard to the subject
matter of this Agreement and no amendment shall be binding upon the parties
unless in writing and signed by both parties.
CONTRACTOR COMPANY
IDS Engineering Texaco Pipeline Inc.
By: _____________________ By:
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name:
Title: President Title:
Date: 4/29/97 197 Date:
14
