APPENDIX D CONTRACTUAL AGREEMENT (Sample) THE GOVERNMENT OF SASKATCHEWAN as represented by the Minister of Energy and Resources

Transcription

1 APPENDIX D CONTRACTUAL AGREEMENT (Sample) THIS AGREEMENT made in duplicate, BETWEEN: THE GOVERNMENT OF SASKATCHEWAN as represented by the Minister of Energy and Resources (Hereinafter referred to as the Minister ) - and - [NAME] [Address] (Hereinafter referred to as the Consultant ) AGREEMENT WHEREAS the Minister is charged with the responsibility for The Oil and Gas Conservation Act and related regulations, including protecting the environment, property and the safety of the public with respect to the operations of the oil and gas industry and, in particular, administration of the Oil and Gas Orphan Fund; AND WHEREAS, in carrying out those responsibilities, the Minister may engage the services of or retain any technical, professional or other advisers, specialists or consultants that may be required; AND WHEREAS, pursuant to the Minister s powers under Sections 17.04, , 17.05, , and of The Oil and Gas Conservation Act, the Minister desires work undertaken for the abandonment of a well licensed to *****************, including remedial repairs where needed; AND WHEREAS, in response to Request for Proposal Reference Number (the RFP ), the Consultant s proposal has been accepted by the Ministry of the Economy (the Ministry ), which provides the structure under which the Minister Responsible for Energy and Resources, to participate in a pool of consultants to provide the services noted above; AND WHEREAS it is desirable to enter into an agreement between the Minister and the Consultant as authorized by Section 15 of The Government Organization Act; NOW, THEREFORE, the parties hereto agree as follows:

2 1.0 SCOPE OF THE CONSULTANT SERVICES 1.1 In response to a request(s) received from the Minister pursuant to the RFP, the Consultant may submit a bid(s) for Phase 1 Environmental Site Assessments, Detailed Site Assessments, and Acknowledgement of Reclamations (hereinafter referred to as the Work ), as defined in Appendix A attached hereto and forming part of this Agreement, and subject to the terms and conditions of this Agreement and the acceptance of the Minister or the Minister s delegate. 1.2 The term of this Agreement will be effective from March 1, 2013, notwithstanding its date of execution, and will expire on November 1, Any Work awarded to the Consultant through the above-noted bid process shall be carried out in accordance with the Consultant s response to the RFP dated ****. 1.4 At any time during the term of this Agreement, the Minister or the Consultant may request changes to or extend this Agreement by submitting such requests in writing to the other party. Any agreed-upon changes or extensions must be signed by both parties and appended to this Agreement. 2.0 COST AND PAYMENT OF CONSULTANT SERVICES 2.1 The Minister agrees to pay the Consultant for the Work pursuant to paragraph 2.2 hereinafter provided and based on, but not restricted to, the cost estimate provided by the Consultant in the Work Order(s) referred to in Appendix A and which, when accepted, is appended to and forms part of this Agreement. That amount is to cover all fees and administrative overhead expenses to be incurred by the Consultant for the Work, and any applicable Provincial Sales Tax for the Consultant s services. 2.2 The sum referred to in paragraph 2.1 will be paid as follows: a. upon completion of the work pursuant to a Work Order and submission of an invoice detailing the services provided for that work. Payment of the invoice amount will be made within 30 days of receipt and acceptance of the invoice; b. the Consultant s fees will be payable in accordance with the Work Order; and c. where The Builders Lien Act of Saskatchewan applies to the Work, the Minister will retain a holdback in accordance with that Act. 2.3 Where the Consultant s services are subject to Provincial Sales Tax, invoices shall include that amount. 2.4 The Federal Goods and Services Tax is not applicable to the Government of Saskatchewan and invoices should not include any amount with respect to the tax. ECON # XXX 2

3 3.0 PERFORMANCE OF WORK 3.1 The Consultant shall perform its Work in a good and workmanlike manner satisfactory to the Minister, to a standard of care, skill and diligence in accordance with accepted industry practice. The Consultant shall adhere to the highest standards for ethical conduct in the performance of the Work. If requested by the Minister, the Consultant shall re-execute those portions of the Work not undertaken in compliance with this Agreement. 3.2 The Consultant hereby represents and warrants that it has and shall continue to have during the term of this Agreement the requisite skills, competent personnel, experience and equipment necessary to perform the Work in accordance with the terms and conditions of this Agreement. 3.3 The Consultant shall comply and meet with or exceed all applicable laws, statutes, ordinances, codes and regulations of any federal, provincial, municipal or local governing body having jurisdiction over the Work. 3.4 The Consultant shall, at its own expense, obtain all permits, approvals and licences, and shall pay all taxes, duties, rates and assessments, required in connection with the conduct of the Work. 3.5 The Consultant shall comply and meet with or exceed all applicable federal and provincial health and safety acts and regulations, and all relevant health and safety policies and procedures imposed by the Government of Saskatchewan or others, as the case may be. 3.6 In particular, the Consultant shall comply fully with the provisions of the workers compensation laws and regulations and all other laws, regulations and orders relating to employment. All labour employed, used or hired by the Consultant shall abide by all rules, regulations and ordinances applicable to the performance of the Work hereunder including all applicable occupational health and safety legislation and other legislation administered by the Saskatchewan Ministry of Labour Relations and Workplace Safety. 3.7 The Minister may require the Consultant to provide satisfactory evidence: a. that the Consultant or any subcontractor is in good standing under its account with the Workers Compensation Board of Saskatchewan; or b. if the Consultant or any subcontractor is from out of province, that tax has been paid in accordance with The Provincial Sales Tax Act of Saskatchewan with respect to any equipment or other goods used or consumed in Saskatchewan in carrying out the Work. ECON # XXX 3

4 3.8 All Work shall be subject to inspection by the Minister prior to acceptance. Inspection by the Minister does not relieve the Consultant of any of its obligations under this Agreement. 4.0 CONFIDENTIALITY 4.1 The Consultant shall keep confidential all documents, data, information and other material provided to or obtained by the Consultant in the performance of its obligations under this Agreement. 4.2 The Consultant shall not use, disclose or make accessible to anyone any confidential material mentioned in paragraph 4.1 except as necessary for the performance of its obligations under this Agreement. 4.3 The Minister may consent to the use or release of confidential material mentioned in paragraph 4.1 on such terms and conditions that the Minister may require. 5.0 TERMINATION 5.1 The Minister shall have the right at any time to cancel this Agreement upon giving 14 days notice in writing to the Consultant, and the Minister s decision shall be final and conclusive. 5.2 The Minister may cancel this Agreement immediately without notice in the event that: a. the Consultant becomes insolvent or bankrupt, takes the benefit of any statute now or hereafter in force relating to bankrupt or insolvent debtors, or makes an assignment for the benefit of creditors; or b. a receiving order is made against the Consultant, proceedings for the winding up of the Consultant are initiated, or a receiver or liquidator of the Consultant s business or property is appointed. 5.3 In the event of cancellation, the sole liability of the Minister to the Consultant shall be that portion of the fees and expenses incurred by the Consultant up to the effective date of the cancellation, subject to the Consultant completing the current task (if applicable) and the acceptance of the Minister or the Minister s delegate. ECON # XXX 4

5 6.0 INDEPENDENT CONTRACTOR 6.1 In the performance of the Work, the Consultant shall be an independent contractor and no provision of this Agreement that gives the Minister a measure of control over the Work shall be construed as authority to direct the Consultant s Work. Nothing contained in this Agreement shall create the relationship of principal and agent, employer and employee, partnership, or joint venture between the parties, and the Consultant shall not hold itself out as, or represent to anyone that it, or any of its officers, employees, subcontractors or agents, is an employee, agent or partner of the Government of Saskatchewan. 6.2 The Consultant shall, at its sole cost and expense, furnish all labour, supervision, transportation, equipment and materials which may be necessary for the proper performance of the Work required of the Consultant under this Agreement. 6.3 This Agreement is not assignable by the Consultant without the prior written consent of the Minister. 6.4 The Consultant shall not subcontract any part of its obligations under this Agreement without the prior written consent of the Minister, which consent shall not relieve the Consultant from any of its obligations under this Agreement or impose on the Minister any liability to the subcontractor. 7.0 THIRD PARTIES 7.1 The Consultant shall require that all service providers, contractors or other third parties involved in the Work shall perform all Work in accordance with accepted industry practice. 7.2 The Consultant shall require that all service providers, contractors or other third parties involved in the Work, unless exempted by the Minister in writing, shall: a. maintain insurance as set out in Section 8.0; b. have a safety management system in place; and, c. maintain an account in good standing with the Worker s Compensation Board of Saskatchewan. 7.3 The Consultant shall indemnify the Minister from all costs and expenses arising out of any claim, dispute or lien brought by a service provider, contractor or other third party retained by the Consultant in connection with the Work. ECON # XXX 5

6 8.0 INSURANCE 8.1 The Consultant shall, at its own expense and without limiting its obligations or liabilities herein, obtain and maintain the following insurances for itself and its employees with insurers licensed in Saskatchewan and in forms acceptable to the Minister: a. Comprehensive or Commercial General Liability in an amount not less than two million dollars ($2,000,000) inclusive per occurrence [annual general aggregate, if any, not less two million dollars ($2,000,000)] insuring against bodily injury, personal injury and property damage including loss of use thereof. Such insurance may include, but not be limited to, Products and Completed Operations Liability, Owner s and Contractor s Protective Liability, Blanket Written Contractual Liability, Contingent Employer s Liability, Non-Owned Automobile Liability, Cross Liability and Employees as Additional Insured. b. Automobile Liability on all vehicles owned, operated or licensed in the name of the Consultant in an amount not less than one million dollars ($1,000,000); and c. Worker s Compensation Board of Saskatchewan Insurance coverage for the Consultant and its employees, with account in good standing. 8.2 When requested in writing by the Minister, the Consultant shall, at its own expense and without limiting its obligations or liabilities herein, obtain and maintain additional insurances for itself and its employees with insurers licensed in Saskatchewan and in forms acceptable to the Minister. Such insurance may include, but not be limited to, insurance as follows: a. Professional Liability Insurance in an amount not less than one million dollars ($1,000,000) inclusive against errors and omissions in the rendering of all professional services required under this Agreement. All Consultants which are required to sign documents as professionals in the performance of the Work shall maintain Professional Liability Insurance; and b. Fire Fighting Insurance in an amount not less than two hundred and fifty thousand dollars ($250,000) aggregate. 8.3 The Consultant shall provide the Minister with evidence of all required insurance upon demand by the Minister. The Consultant shall provide, maintain and pay for any additional insurance which it is required to provide by law or which it considers necessary. The Consultant shall require that all service providers, contractors or other third parties involved in the Work maintain insurance that complies with this Section 8.0, unless exempted by the Minister in writing. ECON # XXX 6

7 9.0 GENERAL 9.1 The Consultants Proposal dated [insert date] is incorporated by reference and shall form part of this Agreement. 9.2 This Agreement, including Appendix A and any schedules approved in writing by both parties that may be appended to it, constitutes the entire Agreement between the parties with respect of the subject matter hereof, and supersedes all previous negotiations and documents related to this Agreement. If there is a conflict between a provision in the main body of this Agreement and a provision in Appendix A or its schedules or the Consultants Proposal, the provision in the main body of the Agreement shall prevail. 9.3 The Consultant shall indemnify and save harmless the Minister, its employees, agents and representatives from and against any and all actions, claims, demands, costs and liabilities for injury to persons (including death) or loss of or damage to property occasioned wholly, or in part, by any act or omission of the Consultant, its subcontractors, employees or agents arising out of or relating to this Agreement, including any and all expense, legal or otherwise, incurred in the defence of any claim or suit. 9.4 All written correspondence and notices to be given to the parties pursuant to this Agreement shall be given as follows: To the Minister: Justin Relland, Environmental Engineer Petroleum Development Branch Ministry of the Economy Scarth Street REGINA SK S4P 2H9 Phone: justin.relland@gov.sk.ca To the Consultant: [NAME] [COMPANY NAME] [ADDRESS] 9.5 It is understood by the parties to this Agreement that this Agreement is subject to The Freedom of Information and Protection of Privacy Act. 9.6 The Minister Responsible for Energy and Resources and any person authorized generally or specifically by the Minister in the Ministry may exercise any of the rights and powers of the Minister under this Agreement. 9.7 This Agreement is governed by the laws of the Province of Saskatchewan. ECON # XXX 7

8 9.8 Payment by the Province of any amount under or pursuant to this Agreement is subject to an appropriation being made by the Legislature of the Province of Saskatchewan for such amount in the fiscal year of the Province in which the liability to pay arises. 9.9 No delay, neglect or forbearance of either party in enforcing against the other party any term, condition or obligation under this Agreement shall be interpreted as a waiver of that right or in any way prejudice the rights of such party under this Agreement Section 4.0 and paragraphs 7.3 and 9.2 of this Agreement shall survive the expiration or termination of the Agreement Time is of the essence of this Agreement. IN ORDER TO BE BOUND by its terms, the parties have executed this Agreement. SIGNED, SEALED AND DELIVERED in the presence of: Witness Minister of Energy and Resources Date: Witness **** Date: ECON # XXX 8

9 APPENDIX A (the Work ) Background: Pursuant to the Ministry s RFP, the Ministry has created a pool of consultants to undertake specific work under the Oil and Gas Orphan Fund. The consultants chosen for this pool, including the Consultant that is a party to this Agreement, will provide services for Phase 1 Environmental Site Assessments (ESAs), Detailed Site Assessments (DSAs), and Acknowledgement of Reclamations (AORs) related to orphaned and abandoned oil and gas well sites in the areas of Lloydminster, Kindersley, Estevan and Swift Current, Saskatchewan. Work assigned pursuant to this Agreement will be awarded in accordance with the Work Order process noted below and using the Work Order format attached to the RFP as Appendix C. For Work Orders containing three or more well sites: o The Ministry will provide each successful supplier with an opportunity to quote. o Work Orders will include details regarding the well. o Suppliers will be asked to submit pricing on the Work Order to the Minister s contact person noted in section 9.3. o The Ministry will review the Work Orders and selection will be based on the best overall value of cost, well location and supplier availability. o The Minister reserves the right to accept or reject any proposed Work Order at its sole discretion. o The Ministry will provide a notification to those consultants not selected. For work orders containing two or less well sites: o The Minister may assign a Work Order to one of the consultants. o Work Orders will include details regarding the well. o The selected consultant will be asked to submit pricing for the work. o The Minister reserves the right to accept or reject the Work Order at its sole discretion. No work is guaranteed to the Consultant as work will be determined by the Work Order process. Note: All Work Orders approved by the Minister are to be signed by the Consultant and the Assistant Deputy Minister or the Minister s contact person identified in section 9.4. Executed Work Orders are to be sequentially numbered and appended to and forming part of this Agreement. ECON # XXX 9

10 Work to be performed: As per each individual Work Order, the Consultant may be required to: Conduct a Phase I Environmental Site Assessment (ESA) in accordance with SPIGEC Guideline No.5, March 1, 1999 entitled Environmental Site Assessment Procedures for Upstream Petroleum Sites, 2.0 Phase I Environmental Site Assessment. Phase I Environmental Site Assessment guidelines and Phase I Environmental Site Assessment forms are provided in the Competition Documents and/or are available on the Ministry website, (SPIGEC 5) Conduct a Detailed Site Assessment (DSA) in accordance with the DRAFT guidelines entitled Reclamation and Detailed Site Assessment Criteria (DSA) Reclamation and Detailed Site Assessment Criteria (DRAFT) is provided in the Competition Documents Submit an Acknowledgement of Reclamation in accordance with the DRAFT Acknowledgement of Reclamation (AOR) Guideline. The Acknowledgement of Reclamation (DRAFT) guideline is provided in the Competition Documents. Start Date: Each individual Work Order shall provide the approximate start date. Duration: Each individual Work Order shall stipulate the duration of the work for that Work Order. ECON # XXX 10