XXXXXXX 00.0
XXXXXXX XXXXX REFINING COMPANY N.V.
and
PRO SQUARED, INC.
CONSULTING SERVICES AGREEMENT
WORK REQUEST NUMBER 01
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This Work Request Number 03 dated October 17, 2001 is issued pursuant to, and
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subject to all the terms and conditions of the Consulting Services Agreement
EP-CS-01-538, between COASTAL ARUBA REFINING COMPANY N.V.("COMPANY") and PRO
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SQUARED, INC. ( "CONSULTANT").
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I. CONSULANT'S SERVICES
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Beginning on 17 October 2001, and to be completed (unless otherwise terminated)
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by 17 October 2002, CONSULANT shall provide the following services for:
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REVIEW CONSTRUCTION MANAGEMENT ORGANIZATION AND MAKE RECOMMENDATIONS FOR
IMPROVEMENTS BASED FORECASTED WORK LOAD.
All changes and change orders must be in writing and approved by COMPANY.
COMPANY shall not be liable for costs incurred without its written approval.
CONSULANT shall not perform work not specified without COMPANY'S written
authorization.
II. COMPENSATION
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This is a Cost Reimbursable Agreement at a cost of $100.00/PER, with minimum of
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four (4) hours per day, plus travel at cost plus. Compensation shall not exceed
this amount without COMPANY'S prior written approval. All invoices shall
reference this Work Request and AFE/Prospect Number (___________)
CONSULANT shall invoice COMPANY and COMPANY shall pay CONSULANT pursuant to the
terms of Attachment Two Milestone Payment Schedule as attached for reimbursable
expenses.
III. REPRESENTATIVES
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All correspondence shall be routed through the following:
COMPANY'S Project Representative for technical issues, submittals, deliverables,
etc. for this Work is Xxxxx Xxxxxxxxx (000)000-0000, 0000 Xxxxxxxxx, Xxxxxxx,
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Xxxxx 00000.
COMPANY'S representative for commercial and contractual matters is Xxx Xxxxxxx
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(000) 000-0000, 0000 Xxxxxxxxx, Xxxxxxx, Xxxxx 00000.
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CONSULANT'S representative for this Work is Xxxxx Crawfordwhose address is 1770
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Xx. Xxxxx xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000
IV. OTHER PROVISIONS
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Work Request may include additional insurance requirements, letters of credit,
bonds and retention as applicable to the specific Scope of Work.
V. AGREEMENT
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COMPANY and CONSULANT agree that this Work Request is governed by, and subject
to all the terms and conditions of the Miscellaneous CONSULANTING Services
Agreement identified above, and all charges against same shall be made in
accordance with pricing contained in Attachment Two of this Work Request.
EL PASO CORPORATION PRO SQUARED, INC.
By: By:_____________________
Xxxx Xxxx Xxxxx Xxxxxxxx
Title: Vice President Title: President
Date: ____________________ Date:____________________
EXHIBIT "C"
INSURANCE - FORM C
A. Contractor and each of its subcontractors hereunder, if any, shall at its
own expense, obtain insurance as provided below from reliable insurance
companies acceptable to Company and authorized to do business in the state or
area in which the Work is to be performed. Such insurance shall be in force at
the time the Work is commenced and shall remain in force until the Work is
accepted as complete by the Company, unless a later date is specified below.
1. WORKERS' COMPENSATION INSURANCE: Workers' Compensation insurance,
including Occupational Disease coverage, as required by law, including
Employers' Liability insurance for all employees of the Contractor in the amount
of $100,000 PER ACCIDENT. Such insurance shall provide coverage in the location
in which the work is performed, the location in which the Contractor's employees
reside and the location in which the Contractor is domiciled.
If there is an exposure of injury or illness to Contractors' employees under the
U. S. Longshoremen's and Harbor Workers' Compensation Act, the Xxxxx Act or
under laws, regulations or statutes applicable to maritime employees, coverage
shall be included for such injuries or claims and shall include a Gulf of Mexico
territorial extension.
A) FOR WORK PERFORMED IN THE STATE OF LOUISIANA: In all cases where
Contractor's employees (defined to include Contractor's direct, borrowed,
special, or statutory employees) are covered by the Louisiana Worker's
Compensation Act, La. R.S. 23:1021 et seq., Company and Contractor agree that
all work and operations performed by Contractor and its employees pursuant to
this Contract are an integral part of and are essential to the ability of
Company to generate Company's goods, products and services for purposes of La.
R.S. 23:1061 (A) (1). Furthermore, Company and Contractor agree that Company is
the principal or statutory employer of Contractor's employees for purposes of
La. R.S. 23:1061 (A) (3). Irrespective of Company's status as the statutory
employer or special employer (as defined in La. R.S. 23:1031 ( C )) of
Contractor's employees, Contractor shall remain primarily responsible for the
payment of Louisiana Worker's Compensation benefits to its employees, and shall
not be entitled to seek contribution for any such payments from Company.
2. GENERAL LIABILITY INSURANCE: Commercial General Liability insurance covering
all operations by or on behalf of Contractor on an occurrence basis against
claims for personal injury (including bodily injury and death) and property
damage (including loss of use). Such insurance shall provide coverage for:
a) Premises and Operations;
b) Products and Completed Operations (which shall remain in effect for a
period of at least three years following the completion date);
c) Contractual Liability;
d) Broad Form Property Damage (including Completed Operations);
e) Explosion (X), Collapse (C) and Underground Hazards (U); including XCU
coverage under both Premises/Operations and Contractual Liability;
f) Personal Injury Liability (with deletion of the exclusion for liability
assumed under Contract);
g) Hostile Fire Pollution Liability;
h) Independent Contractor's Contingent Liability;
i) Gulf of Mexico Territorial Extension;
j) Where applicable, coverage for liability resulting from the consumption
of food prepared or served by the Contractor or its Subcontractor;
with a MINIMUM LIMIT OF $500,000 PER OCCURRENCE for bodily injury, personal
injury and property damage combined, provided that policy aggregates, if any,
shall apply separately to claims occurring with respect to the Work. The
aggregate limits, if any, shall apply separately to each annual policy period.
3. AUTOMOBILE LIABILITY INSURANCE: Automobile Liability insurance against
claims of personal injury (including bodily injury and death) and property
damage covering all owned, leased, non-owned, and hired, vehicles used in the
performance of the Work, with a MINIMUM LIMIT OF $500,000 PER ACCIDENT for
bodily injury and property damage combined and containing appropriate No-Fault
insurance provision wherever applicable.
4. EXCESS INSURANCE: Excess or Umbrella Liability insurance (on an
Occurrence basis) with a MINIMUM LIMIT OF $500,000 PER OCCURRENCE. This
insurance shall provide coverage IN EXCESS of the underlying primary liability
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limits for EACH category of liability insurance in the foregoing subsections 1,
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2 and 3. The aggregate limits of liability, if any, for each category of
liability insurance shall apply separately to claims occurring with respect to
the Work.
5. PROFESSIONAL LIABILITY: If this Contract requires the rendering of any
professional service, the Contractor shall provide professional liability
insurance with a MINIMUM LIMIT OF $1,000,000 PER OCCURRENCE/$3,000,000 ANNUAL
AGGREGATE.
6. AIRCRAFT INSURANCE: If the performance of the Work requires the use of
any aircraft that are owned, leased, rented or chartered by Contractor or any of
its subcontractors, Aircraft Liability insurance with a MINIMUM LIMIT OF
$10,000,000 PER OCCURRENCE for bodily injury and property damage, including
passengers and crew.
7. WATERCRAFT INSURANCE: If the performance of the work requires the use of
any watercraft that are owned, leased, rented or chartered by Contractor or any
of its subcontractors, Watercraft Liability insurance with a MINIMUM LIMIT OF
$10,000,000 PER OCCURRENCE for bodily injury and property damage.
FOR OFFSHORE CONTRACTS:
8. Hull and Machinery Insurance, including collision liability, with
sister-ship clause un-amended, with limits of liability at least equal to the
full value of all vessels used in connection with performance of the Work
required under this Contract, and with navigational limitations adequate for the
Contractor to perform the specified Work. Where vessels engage in towing
operations, said insurance shall include full towers' liability with the
sister-ship clause un-amended.
9. Protection and Indemnity Insurance in an amount at least equal to the full
value of each vessel employed under the Contract. Protection and Indemnity
Insurance must include full coverage for all crew liabilities, if coverage for
maritime employees is not provided under Coverage B, Employer's Liability for
Admiralty Jurisdiction. Removal of wreck and/or debris insurance covering the
Contractor's operations in an amount of NOT LESS THAN $1,000,000 PER OCCURRENCE
excluding obstructions not shown on Contract Documents, which coverage shall be
stated on the certificate.
10. Excess Protection and Indemnity Insurance including collision of towers'
liability in an amount at least equal to the value of all vessels covered or in
an amount equal to the difference between the full value of each vessel and
$2,000,000, whichever is greater.
FOR CONTRACTS INVOLVING EXTRA-HAZARDOUS WORK AND/OR ENVIRONMENTAL REMEDIATION
WORK:
11. Contractor's Pollution Liability insurance with limits NOT LESS THAN
$10,000,000 PER OCCURRENCE and $10,000,000 ANNUAL AGGREGATE.
12. Errors & Omissions Liability insurance providing coverage against claims
for bodily injury, property damage and clean-up costs arising from errors,
omissions or negligence in risk assessment, remedial action plan design, lab
testing or other aspects of professional work resulting in a release of
contamination, with limits NOT LESS THAN $10,000,000 PER OCCURRENCE and
$10,000,000 ANNUAL AGGREGATE.
B. ENDORSEMENTS:
1. All insurance policies to be maintained by Contractor shall provide for a
WAIVER OF SUBROGATION in favor of the Company.
2. All insurance policies, except Workers' Compensation, to be maintained by
Contractor shall:
a) Provide a Severability of Interests or Cross Liability Clause;
b) Provide that the insurance shall be primary and not excess to or
contributing with any insurance or self-insurance maintained by the Company.
c) Name the Company, their officers and agents as ADDITIONAL INSUREDS.
C. Prior to commencing the Work, Certificates of Insurance evidencing that
satisfactory coverage of the types and limits set forth above in paragraphs A
and B, shall be furnished to Company. Such Certificates shall be in a form
acceptable to Company and shall contain provisions that no reductions or
cancellations in the policies shall become effective except upon 30-DAYS WRITTEN
NOTICE to Company; provided, however, that no such reduction or cancellation in
any policy shall relieve Contractor of its obligation to maintain coverage's in
accordance with paragraphs A and B above.
D. In no event shall the amount or scope of the insurance required by this
section, place any limitation on the liability assumed by Contractor elsewhere
in this Contract.
Irrespective of the requirements as to insurance to be carried by
Contractor as provided herein, insolvency, bankruptcy, or failure of any
insurance company to pay all claims accruing, shall not be held to relieve
Contractor of any of its obligations.
E. Company may insure, self-insure or cause to be insured, at no expense to
Contractor and its subcontractors, all work which applies to this Contract and
all material delivered and stored at the site, and in transit within the
contiguous United States, which are to be incorporated into the work, against
the risks normally insured under an all-risk Builders' Risk policy. If an
insurance policy is purchased, Contractor and its subcontractors shall be named
as Additional Insureds under the policy. Any deductible or retention amount
shall be mutually agreed to by both Company and Contractor and shall be the sole
responsibility of the Contractor.
The insurance or self-insurance in the preceding paragraph, shall not
extend to cover tools, equipment, machinery, trailers, temporary buildings or
sheds owned, leased or rented by Contractor or subcontractors. Insurance
covering loss or damage to such property used by Contractor or subcontractor in
connection with the work provided under this Contract, may be maintained by
Contractor or subcontractor at its sole discretion and at its own expense, and
if such insurance is purchased, the policy shall provide a waiver of subrogation
rights against the Company.
