HomeMy WebLinkAbout519694 HYDROCARBON EXPLORATION & DEVELOPMENT INC - CONTRACT - PURCHASE ORDER - 9132792PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into the day and year set forth below, by and
between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter
referred to as the "City" and HYDROCARBON EXPLORATION AND DEVELOPMENT, INC.,
hereinafter referred to as "Professional'.
WITNESSETH:
In consideration of the mutual covenants and obligations herein expressed, it is agreed
by and between the parties hereto as follows:
1. Scope of Services. The Professional agrees to provide services in accordance
with the scope of services attached hereto as Exhibit "A", consisting of two (2) pages, and
incorporated herein by this reference.
2. Contract Period. The services to be performed pursuant to this Agreement
shall be initiated within five (5) days following execution of this Agreement. Services shall be
completed no later than June 21, 2013. Time is of the essence. Any extensions of the time limit
set forth above must be agreed upon in writing by the parties hereto.
3. Early Termination by City. Notwithstanding the time periods contained herein,
the City may terminate this Agreement at any time without cause by providing written notice of
termination to the Professional. Such notice shall be delivered at least fifteen (15) days prior to
the termination date contained in said notice unless otherwise agreed in writing by the parties.
All notices provided under this Agreement shall be effective when mailed, postage prepaid and
sent to the following addresses:
Professional:
City:
With Copy to:
Hydrocarbon Exploration & Development
City of Fort Collins
City of Fort Collins
Inc.
Attn: John Stokes
Attn: Purchasing
Attn: Jewel Wellborn
PO Box 580
PO Box 580
10 Wood Sorrel
Fort Collins, CO 80522
Fort Collins, CO 80522
Littleton, CO 80127
In the event of any such early termination by the City, the Professional shall be paid for services
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EXHIBIT B
• CONFIDENTIALITY
IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the "City") pursuant to
this Agreement (the "Agreement"), the Professional hereby acknowledges that it has been
informed that the City has established policies and procedures with regard to the handling of
confidential information and other sensitive materials.
In consideration of access to certain information, data and material (hereinafter individually and
collectively, regardless of nature, referred to as "information") that are, the property of and/or
relate to the City or its employees, customers or suppliers, which access is related to the
performance of services that the Professional has agreed to perform, the Professional hereby
acknowledges and agrees as follows:
That information that has or will come into its possession or knowledge in connection with the
performance of services for the City may be confidential and/or proprietary. The Professional
agrees to treat as confidential (a) all information that is owned by the City, or that relates to the
business of the City , or that is used by the City in carrying on business, and (b) all information
that is proprietary to a third party (including but not limited to customers and suppliers of the
City) . The Professional shall not disclose any such information to any person not having a
legitimate need -to -know for purposes authorized by the City. Further, the Professional shall not
use such information to obtain any economic or other benefit for itself, or any third party, except
as specifically authorized by the City.
The foregoing to the contrary notwithstanding, the Professional understands that it shall have no
obligation under this Agreement with respect to information and material that (a) becomes
generally known to the public by publication or some means other than a breach of duty of this
Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the
request for such disclosure is proper and the disclosure does not exceed that which is required.
In the event of any disclosure under (b) above, the Professional shall furnish a copy of this
Agreement to anyone to whom it is required to make such disclosure and shall promptly advise
the City in writing of each such disclosure.
In the event that the Professional ceases to perform services for the City, or the City so requests
for any reason, the Professional shall promptly return to the City any and all information
described hereinabove, including all copies, notes and/or summaries (handwritten or
mechanically produced) thereof, in its possession or control or as to which it otherwise has
access.
The Professional understands and agrees that the City's remedies at law for a breach of the
Professional's obligations under this Confidentiality Agreement may be inadequate and that the
City shall, in the event of any such breach, be entitled to seek equitable relief (including without
limitation preliminary and permanent injunctive relief and specific performance) in addition to all
other remedies provided hereunder or available at law.
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10
' Underwritten by
AAA_Fire & Casualty Insurance Company
P.O:,Boz 24524 Oakland, CA 94623 1524-
%nsurance (800) 2073618
To report a claim:- (800) 922-8228
POLICY NUMBER: H03 600843270 -- - - - HOMEOWNERS
INSURED NAME: THOMAS WELLBORN-
' AGENT NUMBER: 015 -.9536 - DL 98 01 06 96
YOUR PERSONAL UMBRELLA LIABILITY ENDORSEMENT
.DECCARATIONs, PAGE-
.'NAMED INSURED AND MAILING ADDRESS
THOMAS WELLBORN, JEWEL WELLBORN _ I 0•�*� AmMeOLICY�PERIOD
_ 2..MOUNTAIN CEDAR LN ' - - ''.I'FROW - TO: - STANDARD TIME: -
LITTLETON CO 80127-2601 - - ` : 04/15/13 ,I 04/15/14
LIMIT OF LIABILITY Aggregate Coverage Limit ' ]`,000,000 '
UNDERLYING,INSU_RANCE
This endorsement is issued in reliance on representation of the Named Insured(s) listed above that valid:and collectible underlying insurance �as -
shown in this section is now in -force, and will at all times be in force, in at least the -amounts shown; for each car, watercraft and recreational - • -
'motor vehlcle,(including motorcycles) owned, leased by or furnished or available for regular use by you or any resident of your household, and
for ail residential premises owned, leased by or leased to any -insured 'Defined words appear in the Definitions section of `your Personal, d.
Umbrella Liability Endorsement. P -
} " -'N�C'yvMINIMUM UNDERLYING'LIMITS-0FuLIABIUIT_YY_;,',�.�rw.,
% `BODIL�Y,iINJU,RY, ",x' RF .,y ti"PROPERTY{ *A ,i" 'ERSONAL �, COMBINED SIN�GLEA,
}...yU�NDERL`YINGhCOVERAGES per person/"'v` AND;�d DAMAGE , L�ANDUr0..� ,INJURY . OR LIMIT* ; ,�
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Residential Premises - I I t
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_.withoutawlmming pool.:.....:.::...... ... _:.. - -. ..... ........ ...... C...:.. .. ... .:.... .....-.... .....:. .: is
Auto Liability 500,000/ 100,000 500000 -
500,000 i.._ .,
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.Recreational Vehicle Liab(Ilty 000/
100,000 500,000
_ - , - SOO;OOD , _
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Watercraft Liability 000/ 500,000/
00 500,000 .
*See reverseside for IMPORTANT NOTES
P.ERSONAL UMBRELLA COVERAGE EI
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This Personal Umbrella Liability
' controls anything to the contrary.
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Endorsement Declaration is part of your policy. It supersedes and
It is otherwise subject to all other terms of the endorsement
REEMIUMM
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INSURED COPY
rendered prior to the date of termination, subject only to the satisfactory performance of the
Professional's obligations under this Agreement. Such payment shall be the Professional's sole
right and remedy for such termination.
4. Design, Project Indemnity and Insurance Responsibility. The Professional shall
be responsible for the professional quality, technical accuracy, timely completion and the
coordination of all services rendered by the Professional, including but not limited to designs,
plans, reports, specifications, and drawings and shall, without additional compensation,
promptly remedy and correct any errors, omissions, or other deficiencies. The Professional
shall indemnify, save and hold harmless the City, its officers and employees in accordance with
Colorado law, from all damages whatsoever claimed by third parties against the City; and for the
City's costs and reasonable attorneys fees, arising directly or indirectly out of the Professional's
negligent performance of any of the services furnished under this Agreement. The Professional
shall maintain commercial general liability insurance in the amount of $500,000 combined single
limits and errors and omissions insurance in the amount of $1,000,000.
5. Compensation. In consideration of the services to be performed pursuant to
this Agreement, the City agrees to pay Professional on a hourly basis according to the following
schedule:
Hourly billing rates: $200.00/hour
with maximum compensation not to exceed Twelve Thousand Dollars ($12,000). Monthly
partial payments based upon the Professional's billings and itemized statements of
reimbursable direct costs are permissible. The amounts of all such partial payments shall be
based upon the Professional's City -verified progress in completing the services to be performed
pursuant hereto and upon the City's approval of the Professional's reimbursable direct costs.
Final payment shall be made following acceptance of the work by the City. Upon final payment,
all designs, plans, reports, specifications, drawings and other services rendered by the
Professional shall become the sole property of the City.
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6. City Representative. The City will designate, prior to commencement of work, its
project representative who shall make, within the scope of his or her authority, all necessary and
proper decisions with reference to the project. All requests for contract interpretations, change
orders, and other clarification or instruction shall be directed to the City Representative.
7. Project Drawings. Upon conclusion of the project and before final payment, the
Professional shall provide the City with reproducible drawings of the project containing accurate
information on the project as constructed. Drawings shall be of archival, prepared on stable
Mylar base material using a non -fading process to provide for long storage and high quality
reproduction. "CD" disc of the as -built drawings shall also be submitted to the City in an
AutoCAD version no older then the established city standard.
8. Monthly Report. Commencing thirty (30) days after the date of execution of this
Agreement and every thirty (30) days thereafter, Professional is required to provide the City
Representative with a written report of the status of the work with respect to the Scope of
Services, Work Schedule, and other material information. Failure to provide any required
monthly report may, at the option of the City, suspend the processing of any partial payment
request.
9. Independent Contractor. The services to be performed by Professional are those
of an independent contractor and not of an employee of the City of Fort Collins. The City shall
not be responsible for withholding any portion of Professional's compensation hereunder for the
payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose.
10. Personal Services. It is understood that the City enters into this Agreement
based on the special abilities of the Professional and that this Agreement shall be considered as
an agreement for personal services. Accordingly, the Professional shall neither assign any
responsibilities nor delegate any duties arising under this Agreement without the prior written
consent of the City.
11. Acceptance Not Waiver. The City's approval of drawings, designs, plans,
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specifications, reports, and incidental work or materials furnished hereunder shall not in any way
relieve the Professional' of responsibility for the quality or technical accuracy of the work. The
City's approval or acceptance of, or payment for, any of the services shall not be construed to
operate as a waiver of any rights or benefits provided to the City under this Agreement.
12. Default. Each and every term and condition hereof shall be deemed to be a
material element of this Agreement. In the event either party should fail or refuse to perform
according to the terms of this agreement, such party may be declared in default.
13. Remedies. In the event a party has been declared in default, such defaulting
party shall be allowed a period of ten (10) days within which to cure said default. In the event
the default remains uncorrected, the party declaring default may elect to (a) terminate the
Agreement and seek damages; (b) treat the Agreement as continuing and require specific
performance; or (c) avail himself of any other remedy at law or equity. If the hon-defaulting
party commences legal or equitable actions against the defaulting party, the defaulting party
shall be liable to the non -defaulting party for the non -defaulting party's reasonable attorney fees
and costs incurred because of the default.
14. Binding Effect. This writing, together with the exhibits hereto, constitutes the
entire agreement between the parties and shall be binding upon said parties, their officers,
employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs,
personal representatives, successors and assigns of said parties.
15. Law/Severability. The laws of the State of Colorado shall govern the
construction, interpretation, execution and enforcement of this Agreement. In the event any
provision of this Agreement shall be held invalid or unenforceable by any court of competent
jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this
Agreement.
17. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101,
C.R.S., et. seq., Professional represents and agrees that:
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a. As of the date of this Agreement:
1. Professional does not knowingly employ or contract with an illegal alien
who will perform work under this Agreement; and
2. Professional will participate in either the e-Verify program created in
Public Law 208, 104th Congress, as amended, and expanded in Public Law 156,
108th Congress, as amended, administered by the United States Department of
Homeland Security (the "e-Verify Program") or the Department Program (the
"Department Program"), an employment verification program established
pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment
eligibility of all newly hired employees to perform work under this Agreement.
b. Professional shall not knowingly employ or contract with an illegal alien to
perform work under this Agreement or knowingly enter into a contract with a
subcontractor that knowingly employs or contracts with an illegal alien to perform work
under this Agreement.
C. Professional is prohibited from using the e-Verify Program or Department
Program procedures to undertake pre -employment screening of job applicants while this
Agreement is being performed.
d. If Professional obtains actual knowledge that a subcontractor performing work
under this Agreement knowingly employs or contracts with an illegal alien, Professional
shall:
1. Notify such subcontractor and the City within three days that Professional
has actual knowledge that the subcontractor is employing or contracting with an
illegal alien; and
2. Terminate the subcontract with the subcontractor if within three days of
receiving the notice required pursuant to this section the subcontractor does not
cease employing or contracting with the illegal alien; except that Professional
shall not terminate the contract with the subcontractor if during such three days
the subcontractor provides information to establish that the subcontractor has not
knowingly employed or contracted with an illegal alien.
e. Professional shall comply with any reasonable request by the Colorado
Department of Labor and Employment (the "Department') made in the course of an
investigation that the Department undertakes or is undertaking pursuant to the authority
established in Subsection 8-17.5-102 (5), C.R.S.
f. If Professional violates any provision of this Agreement pertaining to the duties
Standard Professional Services Agreement- rev03110
imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this
Agreement is so terminated, Professional shall be liable for actual and consequential
damages to the City arising out of Professional's violation of Subsection 8-17.5-102,
C.R.S.
g. The City will notify the Office of the Secretary of State if Professional violates this
provision of this Agreement and the City terminates the Agreement for such breach.
18. Special Provisions. Special provisions or conditions relating to the services to be
performed pursuant to this Agreement are set forth in Exhibit "B", consisting of one (1) page,
attached hereto and incorporated herein by this reference.
Standard Professional Services Agreement- rev03/10
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No Text
EXHIBIT A
SCOPE OF SERVICES
Hydrocarbon Exploradan and Development, Inc.
JeweC'WeCCborn
io 1WoodSorreC
L%ttCeton, CO 80127
303.93-0533 Office
303-88i-o8io Cellyhone
June 3, 2013
Mr. John Stokes
Director, Natural Resources Department
215 N Mason
PO Box 580
Fort Collins, CO 80522
RE: Overview and Report for Potential Oil and Gas Properties, City of Fort Collins,
Laramie County, Colorado
Dear Mr. Stokes,
Hydrocarbon Exploration and Development, Inc., ("HEDI") proposes to enter into a
geological consulting agreement that shall provide an overview and report of the
hydrocarbon potential for the lands within and surrounding the Red Mountain Open
Space, the Soapstone Prairie Natural Area, and the Meadow Springs Ranch. These
areas are located in Laramie County, CO and are situated in Townships 10-12 North,
and Ranges 67-69 West.
There are several oil and gas fields surrounding the area of interest. Most importantly
are those wells which are actively being drilled, and the number of proposed well
locations located in the southeast corner of the area.
Anadarko, Chesapeake, EOG, and Slawson are the most active operators in the area
with producing wells, proposed locations, and several actively drilling wells. These
wells are targeting the Upper Cretaceous Niobrara Shale, which produces oil and some
associated gas, in the Denver Julesburg Basin to the south and east of the area of
interest. The Niobrara wells are currently using horizontal drilling techniques to access
the hydrocarbon reserves. Other potential reservoir units include the Muddy
Sandstone, the Lyons Sandstone, and units of the Dakota Interval.
Our Proposal will review the most recent drilling activity and provide an estimate of the
potential for hydrocarbon development on the Red Mountain Open Space, the
Soapstone Prairie Natural Area, and the Meadow Springs Ranch areas.
HEDI shall provide a geological analysis and interpretation for use in the estimation of
Standard Professional Services Agreement- rev03110
potential hydrocarbon reserves, and development opportunities for the City of Fort
Collins. HEDI shall be compensated for the geotechnical evaluation at an hourly rate of
$200.00 per hour. The geological evaluations shall include but are not be limited to:
• Creation of Prospect "Basemap" and current concepts of basin development,
hydrocarbon generation, and entrapment within the reservoir unit of the Niobrara.
• Geologic Structure and Interval thickness maps for use in determining the
hydrocarbon reserve and development potential of the area.
• HEDI may use IHSEnergy well and production data, data from the Colorado Oil
and Gas Conservation Committee (COGCC), Colorado State records, and other
data which may be useful in this interpretation and analysis
• Additional data may be provided by the Natural Resources Department.
Anticipated completion of this overview and report is June 20, however intermediate
reports and email/messages will be used to communicate ideas and concepts, and
allow for direction from the Natural Resource Department staff.
It is estimated that the project will take approximately 60 hours to complete, including a
presentation and report of the project to the Natural Resource Department.
If this proposal meets with your approval, please indicate with a return email. Thank
you for this opportunity.
Sincerely,
Jewel Wellborn
President
jewel(a)hediusa.com
Hydrocarbon Exploration and Development, Inc.
Standard Professional Services Agreement- rev03/10