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BID SPECIFICATIONS &
SAMPLE SERVICE CONTRACT
CONTRACTOR:
Gentlemen:
This is to confirm our understanding with you concerning any kind of work you may be requested to perform from time to time for Jim Walter Resources, Inc., hereinafter called JWR, as an independent contractor in the State of Alabama from February 25, 2008, and as long thereafter as necessity for same continues; it being understood and agreed that either party may cancel this Service Contract by giving the other party ten (10) days written notice of such cancellation, but neither party hereto shall by the termination of this Service Contract be relieved of its or his respective liabilities arising from or incident to work performed hereunder prior to the time such Service Contract is terminated.
1. DESCRIPTION OF WORK:
The type of work contemplated to be done by you is and such other work as is generally performed by you in your usual line of service. The jobs to be performed will be as requested by an authorized representative of JWR and directed to you as "Contractor." The terms and conditions of any particular job may be defined in a JWR purchase order. For each such job, this Service Contract and any such JWR purchase order will merge and form the complete agreement between the parties as to the subject matter for that particular job only, with any conflict in terms being resolved in favor of JWR’s purchase order.
2. BEGIN WORK:
Contractor agrees to begin each particular job covered by this Service Contract at such time as is agreed upon between Contractor and JWR’s representative.
3. DELIVERY TICKETS:
Delivery tickets covering any material or supplies furnished by or chargeable to JWR at any job performed hereunder shall be turned in to the JWR office each day with the Contractor's work ticket. The quantity, description, and condition of materials and supplies so furnished shall be checked by Contractor or by Contractor's representative, and the tickets shall be properly certified by Contractor or by Contractor's representative.
4. PRICE SCHEDULES:
JWR will pay Contractor for jobs performed or services rendered hereunder in accordance with any schedule of prices attached hereto and made a part of this Service Contract. It is understood that the rates and prices set forth in the attached schedule of prices are subject to change by either party upon ten (10) days written notice to the other party. The rates to be paid to Contractor by JWR for the actual performance of the work shall be in lieu of any charges for materials or supplies furnished by Contractor for use in the work and charges for transportation of tools, equipment and labor or time required to transport tools, equipment and labor to and from the job, unless otherwise specified in the schedule of prices.
5. FOREMAN, LABOR, EQUIPMENT, SUPPLIES, & SERVICES:
Contractor shall at Contractor's expense furnish foreman, labor, equipment, machinery, tools, materials, and supplies necessary for the performance of the work herein contemplated in a diligent and workmanlike manner.
Contractor further covenants, warrants, and represents that all work performed by him hereunder shall be conducted in accordance with all applicable laws, rules, regulations, ordinances, safety precautions, best practices, and safe work procedures, and by employing all required, necessary, or desirable protective equipment and devices, whether suggested or required by safety associations, government agencies, municipalities, or otherwise. Any breach of this safety covenant shall be grounds for immediate termination of this contract.
6. INDEPENDENT CONTRACTOR RELATIONSHIP:
In the performance of the work herein contemplated, Contractor is an independent contractor with the authority to control and direct the performance of the details of the work, with JWR being interested only in the results obtained. However, the work contemplated herein shall meet the approval of JWR to secure the satisfactory completion thereof.
7. INDEMNITIES & INSURANCE:
Contractor agrees:
to pay off all just claims for labor, materials, and supplies furnished by Contractor hereunder; to pay all carrier's and cartmen's charges, and to allow no lien or charge to become fixed upon any property of JWR;
to pay all claims for damage to property in any manner arising from Contractor's operations hereunder;
to comply with all laws, rules, regulations, and ordinances, whether Federal, State, Municipal, or otherwise, which are now, or may in the future, become applicable to the Contractor, Contractor's business, equipment, and personnel engaged in the operations covered by this instrument, or accruing out of the performance of such operations;
to pay any and all claims which may be asserted or assessed against JWR because of any infraction or violation of any Federal, State or Municipal law, rule, or regulations, or for nonpayment of taxes, which are now, or may in the future become, applicable to Contractor, Contractor's business or personnel, arising from Contractor's operations hereunder, or operations of any subcontractor to whom Contractor may have sublet any phase of it;
to indemnify, hold and save harmless JWR, its owners, affiliates, stockholders, officers, agents, servants and employees from and against all claims, losses, costs, expenses or damages, including reasonable attorney's fees, incurred or sustained by them, or any of them, as a result of injury to persons (including, but not limited to, officers, agents, servants or employees of the Contractor and officers, agents, servants or employees of any subcontractor of the Contractor) or damage to property (including, but not limited to, property of the Contractor) sustained in connection with, or arising out of, or occurring in, or resulting from the performance of said work, whether from any act or omission to act, limited only to the extent of any willful negligence of JWR, its officers, agents, servants or employees; and the Contractor further agrees that in the event any suits or other proceedings shall be brought against JWR or its officers, agents, servants or employees on account of any such injury or damage or violation of law, including any patent violation by the Contractor, the Contractor will provide for and undertake the defense thereof, will pay any judgment or judgments rendered against JWR, its officers, agents, servants or employees therein, and will pay on behalf of JWR, its officers, agents, servants, or employees any and all reasonable attorney's fees incurred by them or any of them, as a result of any such suit;
to obtain promptly from reliable companies current, valid and collectible workmen's compensation, public liability insurance and contractual liability insurance in amounts satisfactory to JWR showing the Contractor and JWR as named insureds covering all injury to persons and damage to property sustained in connection with or arising out of or occurring in or resulting from the performance of said work and covering any and all contractual obligations of the Contractor under this Service Contract including any and all obligations of the Contractor with respect or relation to the indemnity or save harmless provision, and furnish to JWR a certificate of such insurance, which shall contain a statement that the insurance covered by the certificate will not be cancelled or materially altered except after 30 days written notice to JWR.
It is understood and agreed that the insurance required to be furnished by Contractor is for the benefit and protection of both Contractor and JWR. It is further understood that the cost of such insurance is included in the consideration to be paid by JWR to Contractor for work to be performed pursuant to this contract and this contract is to be considered a contract for the purchase of insurance. Pursuant to the provision in this paragraph specifying contractual liability as one of the types of insurance coverage to be procured by Contractor, Contractor agrees that it will obtain such a policy in which the insuror has accepted the above provisions of this contract requiring that Contractor indemnify, hold and save harmless JWR and others from certain enumerated claims, losses, costs, expenses or damages.
8. CONTRACTOR'S EQUIPMENT RISKS:
Except as hereinabove provided, Contractor shall assume full risk for any damage to, or destruction of, Contractor's tools or other equipment resulting from any cause while in use on JWR's property. Should Contractor insure said tools and equipment, such policies shall contain a waiver of subrogation against JWR.
9. ACCIDENT REPORTS TO BE FURNISHED BY CONTRACTOR:
Contractor shall furnish JWR a copy of its accident report covering each accident occurring on the premises covered by this Service Contract during the performance of this Service Contract.
10. RETENTION OF RECORDS:
Contractor agrees to retain all pertinent books, payrolls, and records relating to work performed hereunder for a period of not less than two (2) years after completion thereof, and JWR and its duly authorized representatives shall have access at all times to the books, payrolls, and records maintained by Contractor relating to any of the work performed hereunder, and shall have the right to audit books, payrolls, and records at any reasonable time or times.
11. CONFLICT WITH OTHER AGREEMENTS:
Except as provided in Paragraph 1 above, in the event there should be any conflict between the provisions of this Service Contract and any field work order, Contractor's work ticket, invoice, statement, purchase order, or any other type of written memoranda, or with any other contracts or agreements, whether written or oral, between JWR and Contractor pertaining to the subject matter hereof, the provisions of this Service Contract shall control.
12. ASSIGNMENT OF CONTRACT:
Contractor agrees not to sublet or assign this contract without the written consent of JWR. If Contractor sublets or assigns without such consent, this contract may be terminated at the option of JWR.
13. ACCEPTANCE OF CONTRACT:
The foregoing Service Contract is accepted by the undersigned as Contractor, this _____ day of ____________, _______ subject to all its terms and provisions, with the understanding that this Service Contract will not be binding upon JWR until JWR has noted its acceptance, and with the further understanding that unless said Service Contract is thus executed by JWR, Contractor shall be in no manner bound by Contractor's signature hereto.
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