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Home My WebLink AboutContractevte 4 «STATE OF ALASKA YP 0)/DEPARTMENT OF ADMINISTRATION STANDARD AGREEMENT FORM ec O89 23374 FOR PROFESSIONAL SERVICES CONTRACT ATN 82-0820 This contract,which is effective only if it is approved by the Department of Administration,is between the State of Alaska, epartment of Commerce &Economic Development hereafter,The State,and Contractor Republic Geothermal,Inc.hereafter,the Contractor Mailing Address Street or P.O.Box City State Zip Code P.O.Box 3388 Santa Fe Springs,CA 90670 Alaska Business License Number Internal Revenue Service Number 033609 SIC 1382 95-2930282 This isa contract for professional services.AS 44.83 .010 authorizes the State to make this contract.The parties to the contract agree as follows:ARTICLE 1.Appendices.Appendices referred to in this contract 'ond attached to it are considered part of it. ARTICLE 2.Performance of Services. 2.1 Appendix A,Articles 1 through 16,governs the performance of services under this contract. 2.2 Appendix B sets forth the services to be performed by the contractor.ARTICLE 3.Period of Performance.The period of performance under this contract begins __January 1,1982 and ends June 30,,1982_.Performance may be extended for additional periods by the written agreement of the parties. ARTICLE 4.Consideration. 4.1 In full consideration of the Contractor's performance under this contract,the State shall pay the Contractor in accordance with the provisions of Appendix C. 4.2 When billing the State,the Contractor shall refer to the State Contract Number and send the billing to: Department of .Attn:Divisi f .Commerce &Economic Development mn esor©"Alaska Power Authority Mailing Address C ONTRACTOR STATE Name of Firm .Department or AgencyRepublicGeothermal,Inc.Alaska Power Auth.|Department of Comm.&Econ.Development_7 ye SERIE |HJ locks fifeTypedorPrintedNameofAuthorizedRepresentativeTypedorPrintedNameofCertifyingOfficer E.W.Wellbaum Eric P.Yould EW Eboch Title Title Executive Vice President Executive Director |Deputy Commissioner APPROVAL BY THE DEPARTMENT OF ADMINISTRATION NOTICE!This contract has no effect except as an offer by the Contractor until it is approved by the Department of Administration. Signature of Authorized Official of the Department of Administration \"'JAN 2 8 1982TypedorPrintedNameofAuthorizingmEotoatTitlerTbyfeatrereApressAis']CSMMITTEE APPENDIX A Article 1.Definitions. 1.1.In this contract and appendices,"Certifying Officer'means the person who signs this contract on behalf of the Department and includes a successor or authorized representative. 1.2 "Department”means the agency for which this contract is to be performed and for which the Certifying Officer acted in signing this contract. Article 2.inspection and Reports. 2.1.The Department may inspect,in the manner and at reasonable times it considers appropriate,all the Contractor's facilities and activities under this contract. 2.2 The Contractor shall make progress and other reports in the manner and at the times the Department reasonably requires. Article 3.State Saved Harmiess. The Contractor shail indemnify and hold and save the State,its officers,agents and employees harmless from liability of any nature or kind,including costs and expenses,for or on account of any and all legal actions or claims of any character whatsoever resulting from injuries or damages sustained by any person or persons or property arising from its per- formance of this contract in any way whatsoever. (OVER) NANAAW1 AM Article 4.Disputes.' 4.1,Any dispute concerning a question of fact arising under this contract which is not disposed of by mutual agreement shall be decided without bias by the Director of the Department's Division of Administrative Services (or,if none,the Department's Administrative Officer),who shall reduce his decision to writing and mail or otherwise furnish a copy of it to the Contractor.The decision of the Director is final and conclusive unless,within 30 days from the date of receipt of that copy,the Contractor mails or otherwise furnishes to the Certifying Officer a written appeal addressed to the Commissioner of the Department.The Commissioner shall appoint a three-person board from the Department to hear the ap- peal,none of whom may be from the Division of Administrative Services.The decision of the board is final and conclusive,unless it is fraudulent or not supported by substantial evidence.In any proceeding under this article,the Contractor has a right to be heard by an unbiased panel and to offer evidence in support of his appeal.Pending final decision of a dispute,the Contractor shall proceed diligently with the performance of the contract and in accordance with the Director of the Division of Administrative Services decision. 4.2 This disputes article does not preclude consideration of questions of law in connection with decisions provided for in paragraph 4.1 above.However,this article does not make the decision of any administrative official,representative or board on a question of law final or conclusive. Article 5.Equal Employment Opportunity. 5.1.The Contractor may not discriminate against any employee or applicant for employment because of race,religion,color,national origin,or because of age,physical han- dicap,sex,or marital status,change in marital status,pregnancy or parenthood when the reasonable demands of the position do not require distinction on the basis of age,physical handicap,sex,or marital status,changes in marital status,pregnancy,or parenthood.The Contractor shall take affirmative action to insure that the applicants are employed and that employees are treated during employment without regard to their race,color,religion,national origin,ancestry,age,sex,or marital status.This action must include,but need not belimitedto,the following:employment,upgrading,demotion,transfer,recruitment or recruitment advertising,layoff or termination,rates of pay or other forms of compensation,and selection for training including apprenticeship.The Contractor shall post in conspicuous places,available to employees and applicants for employment,notices setting out the pro- visions of this paragraph. 5.2.The Contractor shall state,in all solicitations or advertisements for employees to work on State of Alaska contract jobs,that it is an equal opportunity employer and that all qualified applicants will receive consideration for employment without regard to race,religion,color,national origin,age,physical handicap,sex,or marital status. 5.3 The Contractor shall send to each labor union or representative of workers with which the Contractor has a collective bargaining agreement or other contract or understanding a notice advising the labor union or workers'representative of the Contractor's commitments under this article and post copies of the notice in conspicuous placesavailabletoallemployeesandapplicantsforemployment. 5.4.The Contractor shail include the provisions of this article in every contract,and shall require the inclusion of these provisions in every contract entered into by any of its subcontractors,so that those provisions will be binding upon each subcontractor.For the purpose of including those provisions in any construction,maintenance,or service con- tract or subcontract,as required by this contract,''contractor”and "subcontractor”may be changed to reflect appropriately the name or designation of the parties of the contract or subcontract. 5.5.The Contractor shall cooperate fully with the office or agency of the State of Alaska which seeks to deal with the problem of unlawful discrimination,and with all otherStateeffortstoguaranteefairemploymentpracticesunderthiscontract,and promptly comply with all requests and directions from the State Commission for Human Rights or any of its officers or agents relating to prevention of discriminatory employment practices. 5.6.Full cooperation in paragraph 5.5 includes,but is not limited to,being a witness in any proceeding involving questions of unlawful discrimination if that is requested by anyofficialoragencyoftheStateofAlaska;permitting employees of the Contractor to be witnesses or complainants in any proceeding involving questions of unlawful discrimination,ifthatisrequestedbyanyofficialoragencyoftheStateofAlaska;participating in meetings;submitting periodic reports on the equal employment aspects of present and futureemployment;assisting in inspection of the Contractor's facilities;and promptly complying with all state directives considered essential by any office or agency of the State of Alaska to insure compliance with all federal and state laws,regulations,and policies pertaining to the prevention of discriminatory employment practices. 5.7 Failure to perform under this article constitutes a material breach of the contract. Article 6.Termination. The Certifying Officer,by written notice,may terminate this contract,in whole or in part,when it is in the best interest of the State.The State is liable only for payment in accor-dance with the payment provisions of this contract for services rendered before the effective date of termination. Article 7.No Assignment or Delegation This contract is personal and the Contractor may not assign or delegate this contract,or any part of it,or any right to any of the money to be paid under it,except with the writ- ten consent of the Certifying Officer. Article 8.No Additional Work or Material No claim for additional services,not specifically provided in this contract,performed or furnished by the Contractor,will be allowed,nor may the Contractor do any work or fur-nish any material covered by the contract unless the work or material is ordered in writing by the Certifying Officer and approved by the Department of Administration. Article 9.Independent Contractor. The Contractor and any agents and employees of the Contractor act in an independent capacity and are not officers or employees or agents of the State in the performance of this contract. Article 10.Payment of Taxes.As acondition of performance of this contract,the Contractor shall pay all federal,state,and local taxes incurred by the Contractor and shall require their payment by any sub-contractor or any other persons in the performance of this contract.Satisfactory performance of this paragraph is a condition precedent to payment by the State under this con- tract. Article 11.Workmen's Compensation Insurance. During the life of this contract,the Contractor shall provide and maintain,for all employees of the Contractor engaged in work under this contract,workmen's compensation in- surance as required by AS 23.30.The Contractor shall require any subcontractor to provide and maintain for its employees workmen's compensation insurance as required by AS 23.30.That coverage must remain in force from the day services begin under this contract and shall provide for written notice to the Certifying Officer at least 30 days before cancellation or non-renewal.Failure to furnish satisfactory evidence of insurance or lapse of the policy is a material breach and grounds for termination of the Contractor's services. Before performing under this contract,the Contractor shall furnish the Certifying Officer with certificates of insurance as proof of compliance with this article.The certificates of in- surance must include an All States'Broad Form Endorsement. Article 12.Insurance. Before this contract may be approved,the Contractor shall furnish a certificate of liability insurance evidencing coverage satisfactory to the Risk Manager of the Department ofAdministration. Article 13.Ownership of Documents. All designs,drawings,specifications,notes,and other work developed in the performance of this agreement are and remain the sole property of the State of Alaska and may be used by the State for any other purpose without additional compensation to the Contractor.The Contractor agrees not to assert any rights and not to establish any claim under the design patent or copyright laws.The Contractor,for a period of three years after final payment under this contract,agrees to furnish and provide access to all retained materials at the request of the Certifying Officer.Unless otherwise directed by the Certifying Officer,the Contractor may retain copies of all the materials. Article 14.Governing Law. This contract is governed by the laws of the State of Alaska. Article 15.Officials not to Benefit.* No member of or delegate to Congress,United States Commissioner,or officials of the state or federal government may be admitted to any share or part of this contract or to any benefit to arise therefrom. Article 16.Covenant Against Contingent Fees. The Contractor warrants that no person or agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage,contingent fee,or brokerage except employees or agencies maintained by the Contractor for the purpose of securing business.For the breach or violation of this war-ranty,the State may terminate this contract without liability or in its discretion deduct from the contract price or consideration the full amount of the commission,percentage,brokerage,or contingent fee. *Articles 15 and 16 are to be used only if the professional services contract is federally funded. alee APPENDIX B SCOPE OF WORK This contract is for the performance of work required to formulate an exploratory drilling program to assess the geothermal resource on Unalaska Island,located on Alaska's Aleutian Chain.The work under this contract shall be performed in the following three phases: Phase IA:Data review and technical planning meeting,data synthesis,detailed planning of Phase IB work. Phase IB:Land and environmental field work,field exploration, data compilation and analysis,detailed planning of Phase ITI work. Phase II:Thermal gradient drilling,data synthesis,and deep well drilling. The decisions to procede with Phase IB and II work shall be contingent upon the satisfactory campletion of the previous phases and the negotiation of contract terms acceptable to both the Power Authority and Republic Geothermal,Inc.These latter phases shall be performed under amendments to the original,Phase IA,contract. This Phase IA contract shall be a fixed price contract totalling $197,321 to be paid as described in the schedule on page B-3 of this appendix.The work to be performed under the Phase IA contract shall include the following tasks: Task 1.Data Review The Contractor shall conduct a thorough literature survey to assess what applicable information has been obtained to date.This literature survey shall include analysis of the following: literature available and in preparation -maps available and in preparation air photos available and in preparation satellite imagery -interviews with all previous workers Task 2.Technical Planning Meeting The Contractor shall conduct a technical planning meeting to be held in Anchorage for the purpose of facilitating information transfer between past Unalaska geothermal researchers and those presently involved in the Unalaska geothermal exploration program.The Contractor shall invite other participants whose technical expertise may be of benefit to the program.These participants shall include,but not be limited to, several who will be suggested by the Power Authority.Representatives of the Aleut Corporation and the Unalaska Village Corporation and other government agencies shall also be invited. The Contractor shall determine the status of surface and resource ownership,permit requirements and scheduling for geological/geophysical work,temperature gradient holes,deep exploratory wells,and well tesing,and assess the existing environmental data base for the project area. Task 4.Logistics The Contractor shall obtain information regarding logistics of performing Phase IB and Phase II exploratory operations.This information shall include,but not be limited to,the following: B-1 Proj.Cede: File Code:BY,O20.Of ee.3J.Date:6A).of, alternatives for personnel transport;alternatives for equipment transport;overland access and travel;shelter,food and fuel; communications network;safety and medical considerations;and repair facilities. Task 5.Data Synthesis and Detailed Planning Subtask A -The Contractor shall synthesize all available geological, geochemical,and geophysical data and develop a preliminary conceptual model of the Unalaska geothermal systems in the vicinity of Makushin Volcano. Subtask B -The Contractor shall be responsible for all land and environmental background investigation necessary to obtain access to the resource and the surface,and for obtaining all permits for geophysical and geological work where such permits are required.The Contractor shall initiate permit applications for thermal and deep drilling to the degree possible (depending upon agency requirements for precise description of the location of the drilling site). Subtask C -The Contractor shall formulate a detailed plan for the 1982 geological and geophysical field work. The Contractor shall design a data collection program for optimizing temperature gradient hole and deep well site selection and a baseline environmental data collection program to meet permit requirements. The Contractor shall design a detailed plan of all logistics for the Phase IB and II field work. The Contractor shall make necessary scheduling arrangements for the Phase IB,1982,field work. Subtask D -The Contractor shall prepare 25 copies of a Phase IA technical report to include the results of the literature inventory and data analysis,land and environmental findings,and the plans formated in Phase IA.All raw data and analytic results obtained in the performance of this work will be reported to the Power Authority and -will-be provided in total to the Power Authority upon request. BILLING SCHEDULE AND SCHEDULE OF DELIVERABLES- 2/28/82 Progress report and technical planning meeting proceedings. 4/30/82 ©'Phase IA report B-3 $97,321 $100,000 CONTRACTOR: Republic Geothermal,Inc. APPENDIX C Article C-1.Consideration: The Contractor shall be paid $197,321 for the work described in Appendix B with payments as scheduled on page B-3. Article C-2.Subcontracts: The Contractor shall not enter into any subcontracts for any services subject of this Agreement without prior written approval of the Authority.; Article C-3.Key Personnel: The following personnel are considered to be essential to the work to be performed under this Agreement:The Contractor shall give reasonable advance notice of any substitutions,and shall submit justification in sufficient detail to permit evaluation of the impact of any substitutions on the Project.No substitutions shall be made without the written consent of the Authority Contracting Officer,which consentshallnotbeunreasonablywithheld. Function ;Name Project Manager,;Gerald W.Huttrer Republic Project Manager,Paul W.Neff Dames &Moore Article C-4.Release and Waiver of Liens: The Contractor agrees that upon the completion of services rendered hereunder the Project or premises shall be free and clear of any mechanic's and other liens of the Contractor and any and all of itssuccessor,assigns,materialmen,laborers,vendors,and/orsubcontractorswhomayfurnishanylabor,material,services,fixtures,apparatus,machinery,improvements,repairs,or alterations in connection with the services rendered hereunder. Article C-5.Royalties,Patents,and Licenses: The Contractor shall pay all royalties and license fees in connection with its services under this Agreement.It shall defend all suits or claims for infringement of any patents,letters patent,copyrights,ortrademarks,and shall save the Authority harmless fram loss on account thereof except that the Contractor shall not be responsible for any such loss when a particular process or product of a particular manufacturer or manufacturers is specified by the Authority,unless the Contractor has been notified prior to the signing of the Agreement that the particular process or product is patented or is believed to be patented. Article C-6.Rejection of Work: The Contractor is responsible for proper performance of the Work.The Authority may reject any work found to be defective or not in accordance with the specifications contained in Appendix B hereto,regardless of the stage of campletion,the time or place of discovery of error,and whether the Authority previously accepted any or all of the services through oversight or otherwise. Page 1 Article C-7.Waiver: The waiver by one party of any breach of this Services Agreement or the failure of one party to enforce at any time,or for any period of time, any of the provisions hereof,shall be limited to the particular instance,shall not operate or be deemed to waive any future breaches of this Service Agreement,and shall not be construed to be a waiver of any provision,except for the particular instance. Article C-8.Entire Agreement: This Services Agreement represents and incorporates the entire understanding of the parties hereto,and each party acknowledges that there are no warranties,representations,covenants,or understandings of any kind,matter or description whatsoever,written by either party to the other except as expressly set forth and hereinabove written.The Authority and the Contractor hereby agree that any purchase orders, invoices,confirmations,acknowlegements or other similar documents executed or delivered with respect to the subject matter hereof shall not be considered part of this agreement.This Services Agreement shall not be subject to change or modification unless by the execution of another instrument in writing subscribed to be a duly authorized officer of each of the parties hereto. Article C-9.Severability: If any provisions of the Services Agreement shall be held to contravene or be invalid under the laws of any particular state,country,or jurisdiction where used,such contravention shall not invalidate the entire Services Agreement,but it shall be construed as if not containing the particular provision or provisions held to be invalid in the particular state,country,or jurisdiction and the rights or obligations of the parties hereto shall be construed and enforced accordingly. Article C-10.Notices: Any notice required to be given by either party hereto shall be reduced to writing and,unless receipt of such notice is expressly required by the terms hereof,shall be deemed effectively served when deposited in the mail in a sealed envelope with sufficient first class postage affixed,and addressed to the party to whom such notice is directed at such party's place of business,which in the case of the Authority shall be: Alaska Power Authority 334 West 5th Avenue,2nd Floor Anchorage,Alaska 99501 Attention:Eric P.Yould and in the case of the Contractor shall be: Mr.Gerald Huttrer Republic Geothermal,Inc. 11823 Slauson Avenue,Suite One Santa Fe Springs,California 90670 or such other address as either party shall hereafter furnish to the other party by written notice as herein provided. Article C-11.Insurance: Before commencing work under this agreement the Contractor and any subcontractors must submit evidence acceptable to the Authority that they have provided and shall maintain insurance for the duration of this Page 2 . Agreement as required by law,including a provision for a 30 day advance notification to the Authority in the event of cancellation or any material change in the coverage of the insurance. no case be less than the following limits: (a) (b) (c) Comprehensive General Liability The coverage shall in Including contractual liability and completed operations coverage and freedom from explosion,collapse,and underground exclusions. Coverage shall not be less than: $1,000,000 Bodily Injury per occurrence. $1,000,000 Property Damage per occurrence. $1,000,000 Aggregate. Comprehensive Automobile Liability $1,000,000 per person. $1,000,000 per occurrence. Property damage ...$1,000,000 per occurrence. Workmen's Compensation and Employer's Liability Workmen's Compensation as required by statute, liability insurance of at least $1,000,000. and employer's The companies issuing the above policies and the form of the policies shall be acceptable to the Authority. Page 3