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Title: |
Lead Contractor Agreement |
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Entities: |
Gasco Energy, Inc.; American Association of Petroleum Landmen |
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Date: |
2002 |
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Size: |
Preview shows 12KB of 73KB total |
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Price: |
$41 |
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ID: |
#866830 |
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<SEQUENCE>14
<FILENAME>ex1019.txt
<DESCRIPTION>LEAD CONTRACTOR AGREEMENT-HALLIBURTON
<TEXT>
LEAD CONTRACTOR AGREEMENT
BETWEEN
GASCO ENERGY, INC.
AND
HALLIBURTON ENERGY SERVICES, INC.
Lead Contractor Agreement
between Gasco Energy, Inc.
and Halliburton Energy Services, Inc.
Page 22
[Hal main_03/27/02]
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS 1
ARTICLE 2 REPRESENTATIONS 3
2.1 OWNER'S REPRESENTATIONS...............................................3
(a) Ownership of and Access to Subject Properties.....................3
(b) Owner's Records...................................................3
(c) Status and Condition of the Subject Properties....................3
(d) Organization, Standing, Power and Enforceability..................3
(e) Financial and Operational Qualifications..........................3
2.2 HALLIBURTON'S REPRESENTATIONS.........................................3
(a) Organization, Standing, Power and Enforceability..................3
(b) Financial and Operational Qualifications..........................4
ARTICLE 3 OPERATIONAL RESPONSIBILITIES 4
3.1 THE WORK..............................................................4
(a) Owner's Responsibilities..........................................4
(b) Halliburton's Responsibilities....................................4
(c) Joint Responsibilities............................................4
3.2 TERMINATION OF WORK...................................................4
(a) By Owner..........................................................4
(b) By Halliburton....................................................5
3.3 OPERATION OF SUBJECT PROPERTIES.......................................5
(a) Owner's Responsibilities..........................................5
(b) Halliburton's Responsibilities....................................5
(c) Joint Responsibilities............................................5
3.4 ACCOUNTING, ADMINISTRATIVE AND REGULATORY COMPLIANCE..................5
ARTICLE 4 COSTS AND COMPENSATION 5
4.1 COST OF WORK..........................................................5
(a) Third Party Charges...............................................5
(b) Discrete Services.................................................5
4.2 HALLIBURTON'S COMPENSATION............................................5
(a) Project Management Fee............................................5
(b) Optional Ownership Interest.......................................6
ARTICLE 5 ALLOCATION OF RISKS AND LIABILITIES 6
5.1 INSURANCE.............................................................6
(a) Owner's Insurance.................................................6
(b) Halliburton's Insurance...........................................7
5.2 EMPLOYEES, CONTRACTORS AND INVITEES...................................7
(a) Owner's Indemnities and Releases..................................7
(b) Halliburton's Indemnities and Releases............................7
5.3 OTHER PERSONS.........................................................7
5.4 DAMAGE TO PROPERTY....................................................7
5.5 SCOPE OF INDEMNITIES AND RELEASES.....................................7
5.6 NO INSURANCE; SUBROGATION.............................................7
ARTICLE 6 TERM OF AGREEMENT 8
6.1 TERM OF AGREEMENT.....................................................8
6.2 EARLY TERMINATION.....................................................8
6.3 RIGHTS AND OBLIGATIONS FOLLOWING TERMINATION..........................8
(a) Generally.........................................................8
(b) Indemnities and Releases..........................................8
ARTICLE 7 MISCELLANEOUS 8
7.1 RESOLUTION OF DISPUTES................................................8
(a) Mediation.........................................................8
(b) Arbitration.......................................................8
7.2 LIMITATION OF REMEDIES................................................9
7.3 RELATIONSHIP OF THE PARTIES...........................................9
7.4 NOTICES...............................................................9
7.5 AMENDMENTS............................................................9
7.6 ASSIGNMENT AND DELEGATION.............................................9
(a) Assignment.......................................................10
(b) Delegation.......................................................10
7.7 ANNOUNCEMENTS........................................................10
7.8 HEADINGS.............................................................10
7.9 COUNTERPARTS.........................................................10
7.10 GOVERNING LAW........................................................10
7.11 ENTIRE AGREEMENT.....................................................10
7.12 BINDING EFFECT.......................................................10
7.13 NO THIRD-PARTY BENEFICIARIES.........................................10
7.14 OWNER'S KNOWLEDGE....................................................10
7.15 HALLIBURTON'S KNOWLEDGE..............................................10
7.16 EXHIBITS.............................................................10
7.17 GROSS NEGLIGENCE AND WILLFUL MISCONDUCT..............................10
TABLE OF EXHIBITS
EXHIBIT A LETTER OF CREDIT
EXHIBIT B DESCRIPTION OF WORK
EXHIBIT C PRICING & DISCOUNTS
EXHIBIT D OWNER'S INSURANCE
EXHIBIT E HALLIBURTON'S INSURANCE
EXHIBIT F LEAD CONTRACTOR COMPENSATION
EXHIBIT G ASSIGNMENT
LEAD CONTRACTOR AGREEMENT
THIS LEAD CONTRACTOR AGREEMENT (this "Agreement"), dated January 24, 2002
is by and between Gasco Energy, Inc. ("Owner") and Halliburton Energy Services,
Inc. ("Halliburton"). Owner and Halliburton may hereinafter be referred to
individually as a "Party" or collectively as "Parties." A. Owner owns certain
real and/or personal property interests in the Uinta Basin of Utah in the Uintah
and Duschene counties and Owner desires to conduct certain oil and gas drilling,
development and/or completion operations thereon subject to the terms and
conditions provided herein. B. Halliburton desires to assist Owner in managing,
and possibly participating in, certain aspects of the foregoing described oil
and gas drilling, development and/or completion operations subject to the terms
and conditions provided herein.
AGREEMENT
In consideration of the mutual promises contained herein and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Owner and Halliburton hereby agree as follows:
Article 1
Definitions
For purposes of this Agreement the following terms shall be defined as
follows:
Advance Payment shall mean a standby letter of credit (in the form of
Exhibit A) obtained by Owner in the amount of the lesser of: (i) $2,000,000, or
(ii) dry hole cost for the Project Well next to be drilled (if Halliburton is
serving as lead contractor for the drilling of such well), plus the costs to
cover two separate completion attempts for such well, such costs being as
defined by the relevant well AFE approved by Owner during the course of the well
construction activities.
Affiliate, individually, and Affiliates, collectively shall mean, with
respect to any Party, any Person which (i) Controls either directly or
indirectly such Party, or (ii) is Controlled either directly or indirectly by
such Party, or (iii) is Controlled either directly or indirectly by a Person
which Controls either directly or indirectly such Party. As used in the
preceding sentence, "Control" means the right to exercise 50% or more of the
voting rights in the appointment of the directors of a company.
Environmental Laws shall mean any federal, state or local laws,
regulations and/or orders pertaining to the protection of life or the
environment, including without limitation the Federal Water Pollution Control
Act, Safe Drinking Water Act, Resource Conservation and Recovery Act, Toxic
Substances Control Act, Endangered Species Act, Comprehensive Environmental
Response Compensation and Liability Act, Emergency Planning and Community
Right-to-Know Act as the same may be amended from time to time.
Effective Date shall mean the date set forth in the first paragraph of
this Agreement.
Discrete Services shall mean drilling fluids, bits, directional
drilling services, pumping, cementing, stimulation, completion, logging and
other oilfield products and services of the type which Halliburton and/or its
Affiliates provide in the general area in which the Subject Properties are
located.
Halliburton Group shall mean Halliburton, its Affiliates and
subcontractors, and its/their employees, agents, officers, directors and
representatives.
Lead Contractor Fees shall mean those payments owed to Halliburton in
the amounts set forth in Exhibit F.
Master Service Contract shall mean Halliburton's standard work order
contract.
Owner Group shall mean Owner, its Affiliates and subcontractors, and
its/their employees, agents, officers, directors and representatives.
Owner's Records shall mean all data, records and other information in
Owner's control or possession and pertaining to the Subject Properties.
Payout shall mean that point in time when all of the Work has been
completed and the proceeds actually received by Halliburton from the sale of its
share of all oil, gas and other marketable products produced and saved from
those Project Wells in which Halliburton has an Optional Ownership Interest,
less the following (to the extent they are born or paid by Halliburton): (1) any
severance, production and mineral ad valorem or other taxes measured by
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