EX-10.10 2 dex1010.htm PENNSYLVANIA OPERATING SERVICES AGREEMENT PENNSYLVANIA OPERATING SERVICES AGREEMENT DATED AS OF FEBRUARY 17, RESOURCES, LLC. SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED, AS MARKED BY THREE ASTERISKS (***), BECAUSE...
Exhibit 10.10
PENNSYLVANIA OPERATING SERVICES AGREEMENT DATED AS OF FEBRUARY 17,
2011 BETWEEN ATLAS ENERGY, INC., ATLAS PIPELINE HOLDINGS, L.P. AND ATLAS
RESOURCES, LLC. SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED, AS
MARKED BY THREE ASTERISKS (***), BECAUSE CONFIDENTIAL TREATMENT FOR
THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN
SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
[Redacted Copy]
Specific terms in this exhibit have been redacted, as marked by three asterisks (***), because
confidential
treatment for those terms has been requested. The redacted material has been separately filed
with the
Securities and Exchange Commission.
Execution Version
PENNSYLVANIA OPERATING SERVICES AGREEMENT
BY AND AMONG
ATLAS PIPELINE HOLDINGS, L.P.
ATLAS RESOURCES, LLC
AND
ATLAS ENERGY, INC.
DATED AS OF FEBRUARY 17, 2011
ARTICLE I DEFINITIONS | 1 | |||
Section 1.1 Definitions | 1 | |||
ARTICLE II PROVISION AND PURCHASE OF SERVICES | 3 | |||
Section 2.1 Operational Services in Pennsylvania | 3 | |||
Section 2.2 Non-Interference | 4 | |||
Section 2.3 Monthly Invoices | 4 | |||
Section 2.4 Payment Disputes | 4 | |||
Section 2.5 Changes; Termination Of Pennsylvania Services | 4 | |||
Section 2.6 Project Managers | 4 | |||
Section 2.7 Compliance with Laws and Governmental Requirements | 5 | |||
Section 2.8 Third Party Limitations | 5 | |||
ARTICLE III OPERATOR’S INSURANCE | 5 | |||
Section 3.1 Atlas’ Insurance | 5 | |||
Section 3.2 Subcontractors’ Insurance | 6 | |||
ARTICLE IV LIMITATION ON LIABILITY | 6 | |||
Section 4.1 Limitation of Liability | 6 | |||
Section 4.2 Obligation To Reperform; Liabilities | 7 | |||
Section 4.3 Indemnity | 7 | |||
Section 4.4 Exclusion of Other Remedies | 7 | |||
ARTICLE V FORCE MAJEURE | 8 | |||
Section 5.1 Force Majeure | 8 | |||
ARTICLE VI MISCELLANEOUS | 8 | |||
Section 6.1 Termination | 8 | |||
Section 6.2 Effect Of Termination On Fees And Other Provisions | 8 | |||
Section 6.3 Treatment of Confidential Information | 9 | |||
Section 6.4 Taxes | 10 | |||
Section 6.5 Books and Records | 10 | |||
Section 6.6 Audit Assistance | 10 | |||
Section 6.7 Notices | 11 | |||
Section 6.8 No Partnership | 11 | |||
Section 6.9 No Agency | 11 | |||
Section 6.10 Subcontractors | 11 | |||
Section 6.11 Severability | 12 |
Section 6.12 Further Assurances | 12 | |||
Section 6.13 Assignment; Successors and Assigns | 12 | |||
Section 6.14 Entire Agreement | 12 | |||
Section 6.15 Amendments | 12 | |||
Section 6.16 Third Party Beneficiaries | 12 | |||
Section 6.17 Governing Law; Jurisdiction | 13 | |||
Section 6.18 Dispute Resolution | 13 | |||
Section 6.19 Conflict of Interest | 14 | |||
Section 6.20 Headings | 14 | |||
Section 6.21 Rules of Construction | 14 | |||
Section 6.22 Counterparts | 14 | |||
SCHEDULE 2.1 PENNSYLVANIA SERVICES | i | |||
SCHEDULE 2.1(A) CERTAIN SERVICED PENNSYLVANIA XXXXX | iii | |||
SCHEDULE 2.6 INITIAL PROJECT MANAGERS | iv |
PENNSYLVANIA OPERATING SERVICES AGREEMENT
This PENNSYLVANIA OPERATING SERVICES AGREEMENT, dated as of February, 17, 2011 (this “Agreement”), is entered into by and among Atlas Energy, Inc., a Delaware corporation (“Atlas”), Atlas Pipeline Holdings, L.P., a Delaware limited partnership (“AHD”), and Atlas Resources, LLC, a Pennsylvania limited liability company (“Resources”).
ARTICLE I
(a) | Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the same meaning as in the Transaction Agreement. |
(b) | The following capitalized terms shall have the following respective meanings when used herein with initial capital letters: |
“Agreement” has the meaning set forth in the preamble hereto.
“AHD” has the meaning set forth in the preamble hereto.
“AHD Entities” has the meaning set forth in the recitals hereto.
“AHD GP” has the meaning set forth in the recitals hereto.
PENNSYLVANIA OPERATING SERVICES AGREEMENT
“Atlas” has the meaning set forth in the preamble hereto.
“Auditing Entity” has the meaning set forth in Section 6.6.
“Cancelled Services” has the meaning set forth in Section 2.5(b).
“Confidential Information” has the meaning set forth in Section 6.3(a).
“Core Counties” means Xxxxxx County, Washington County, Fayette County and Xxxxxxxxxxxx County, Pennsylvania.
“CPR” has the meaning set forth in Section 6.18(b).
“Dispute” has the meaning set forth in Section 6.18(a).
“Due Date” has the meaning set forth in Section 2.3.
“Force Majeure” means, with respect to a Party, an event beyond the control of such Party (or any Person acting on its behalf), which by its nature could not have been reasonably foreseen by such Party (or such Person) or, if it could have been reasonably foreseen, was unavoidable, and includes to the extent consistent with the foregoing: (a) lightning, storms, earthquakes, landslides, floods, washouts and other acts of God; (b) fires, explosions, ruptures, breakage of or accidents in or to pipeline, plant, machinery, equipment or storage facility; (c) strikes, lockouts or other labor disturbances; (d) civil disturbances, sabotage, war (declared or undeclared), blockades, insurrections, vandalism, riot, acts of terrorism or epidemics; (e) arrests and restraints by governments or governmental agencies; (f) failure of energy sources or distribution facilities; or (g) the order of any court.
“Frac Law Change Event” has the meaning set forth in Section 2.1(d).
“Gross Receipts Taxes” means gross receipts taxes limited to those imposed upon the privilege of conducting business activity and excludes sales, use, value added, goods and services and other excise fees that may be passed through to the recipient under state tax law, including withholdings, assessments or charges imposed by any tax authority and any penalties, interest and fines or additions attributable to or imposed on or with respect to any such assessments.
“Legacy Agreement” has the meaning set forth in Section 2.2.
“LMM” means Laurel Mountain Midstream, LLC, a Delaware limited liability company.
“Parties” means Atlas, AHD and Resources, and “Party” means any one of them.
“Pennsylvania Services” means the services set forth on Schedule 2.1.
“Pennsylvania Services Fee” has the meaning set forth in Section 2.1(d).
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“Pennsylvania Xxxxx” means (i) the xxxxx owned and operated by any AHD Entity in the Core Counties existing at Closing and (ii) the xxxxx owned by any AHD Entity, whether or not completed or in operation as of Closing, that are set forth on Schedule 2.1(A).
“Personal Data” has the meaning set forth in Section 6.3(b).
“Representatives” means a Person’s Affiliates and the directors, officers, employees, agents and advisors (including, without limitation, attorneys, accountants, consultants, bankers, financial advisors and any representatives of those advisors) of such Person or any of its Affiliates.
“Resources” has the meaning set forth in the preamble hereto.
“Term” has the meaning set forth in Section 6.1.
“Transaction Agreement” has the meaning set forth in the recitals hereto.
ARTICLE II
PROVISION AND PURCHASE OF SERVICES
Section 2.1 Operational Services in Pennsylvania.
(a) During the Term, except as terminated earlier pursuant to Section 6.1, (i) Atlas agrees to provide, and agrees to cause its Affiliates or subcontractors to provide the Pennsylvania Services, and (ii) AHD agrees to pay, or cause the applicable AHD Entity to pay, the applicable Pennsylvania Services Fee for each such Pennsylvania Service provided.
(b) The Pennsylvania Services may be directly provided by Atlas or may be provided through any of its Affiliates or subcontractors, and the Pennsylvania Services shall be provided to such AHD Entity as may be designated from time-to-time by AHD.
(c) Subject to Section 2.7, all Pennsylvania Services provided by Atlas and its Affiliates and subcontractors hereunder shall be conducted as would a reasonable prudent operator, in a good and workmanlike manner, with due diligence and dispatch, and in accordance with good oilfield practice.
(d) Atlas shall be entitled to fees for the Pennsylvania Services it performs under this Agreement (the “Pennsylvania Services Fee”) as follows: (i) *** per month for each month the gas volume control, balancing and other services described in Schedule 2.1 (other than the water disposal and related services identified in Item 6 of such Schedule 2.1) are performed; and (ii) the actual cost incurred by Atlas in providing services for the disposal of water produced from the Pennsylvania Xxxxx, not to exceed $***/barrel unless and until any new federal or commonwealth/state or local law, rule or regulation is enacted (a “Frac Law Change Event”) that either (y) prohibits or restricts the use of produced water as a frac carrier fluid or injectant in Pennsylvania or (z) materially increases the cost to provide this service, in which case the parties shall renegotiate in good faith reasonable service rates to take into account the effect of the Frac Law Change Event.
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Section 2.2 Non-Interference. In providing the Pennsylvania Services, Atlas will support LMM’s obligations to “Shippers”, as that term is defined in the Legacy Gas Gathering Agreement, for the Legacy Appalachian System, dated June 1, 2009 (“Legacy Agreement”), consistent with current Shipper and LMM operating practices, under Sections 1.6 and 1.7 of the Legacy Agreement. Atlas will use commercially reasonable efforts in complying with this Section 2.2.
Section 2.5 Changes; Termination Of Pennsylvania Services.
(a) The Parties may, at any time during the Term, mutually agree in writing to change the nature, extent or duration of performance of any or all Pennsylvania Services hereunder.
(b) If AHD should in its sole discretion, at any time during the Term, cease to require Atlas or any of its Affiliates or subcontractors to undertake any part of the Pennsylvania Services (the “Cancelled Services”), AHD may give written notice to such effect to Atlas not fewer than thirty (30) days in advance of its desired cancellation date. Atlas and its Affiliates and subcontractors shall, as soon as reasonably practicable following the receipt of such notice, cease to provide the Cancelled Services. For the avoidance of doubt, pursuant to this Section 2.5(b), AHD may cancel any Pennsylvania Service without affecting any other Pennsylvania Service provided by Atlas or any of its Affiliates or subcontractors.
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Section 2.8 Third-Party Limitations. Each Party acknowledges and agrees that the Pennsylvania Services provided by Atlas through third parties or using third party Intellectual Property are subject to the terms and conditions of any applicable agreements between Atlas and such third parties. Atlas shall use commercially reasonable efforts to (i) obtain any necessary consents from such third parties in order to provide such Pennsylvania Services or (ii) if any such consent is not obtained, provide acceptable alternative arrangements to provide the relevant Pennsylvania Services sufficient for AHD’s and Resource’s purposes. All costs associated with (i) and (ii) above shall be borne by AHD or Resources, as applicable; provided that such costs shall not be incurred without the prior written consent (which may be provided by electronic mail) of AHD or Resources, as applicable. If any such acceptable alternative arrangement is not reasonably available or AHD or Resources, as applicable, does not consent in writing to pay such additional costs, the Parties shall negotiate in good faith reasonable modifications of the Pennsylvania Services such that such consents are not required for the performance of such affected Pennsylvania Services or, if after such good-faith negotiation the Parties are unable to agree upon such modifications, Atlas shall not be required to provide such Pennsylvania Service.
ARTICLE III
Section 3.1 Atlas’ Insurance. So long as Atlas is providing Pennsylvania Services under this Agreement, Atlas shall obtain and maintain at its own expense all required workmen’s compensation insurance and comprehensive general public liability insurance in amounts and coverage not less than $1,000,000 per person per occurrence for personal injury or death and $1,000,000 for property damage per occurrence, which shall include coverage for blow-outs, and total liability coverage of not less than $10,000,000 and $1,000,000 of seepage, pollution and contamination insurance which protects and defends the insured against property damage or bodily injury claims from third-parties alleging seepage, pollution or contamination damage resulting from a pollution incident, which seepage, pollution and contamination insurance shall be in place and effective as of the date hereof. Subject to the above limits, Atlas’ general public liability insurance shall be in all respects comparable to that generally maintained in the industry with respect to services of the type to be rendered and activities of the type to be conducted under this Agreement. The insurance required to be provided by Atlas pursuant to this Section 3.1 shall, if permitted by such entity’s insurance carrier:
(a) name AHD, Resources and the applicable AHD Entity as additional insureds; and
(b) provide that at least thirty (30) days’ prior notice of cancellation and any other adverse material change in the policy shall be given to AHD, Resources and the applicable AHD Entity.
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However, AHD shall, or shall cause the applicable AHD Entity to, reimburse Atlas for the additional cost, if any, of including it as an additional insured party under Atlas’ insurance. Current copies of all policies or certificates of Atlas’ insurance coverage shall be delivered to AHD, Resources or the applicable AHD Entity on request. It is understood and agreed that Atlas’ insurance coverage may not adequately protect the interests of AHD, Resources or the AHD Entities and that AHD, Resources and any applicable AHD Entity shall carry at its expense the excess or additional general public liability, property damage, and other insurance, if any, as such party deems appropriate.
NOTWITHSTANDING THE FOREGOING, and without limitation of the provisions set forth in Article IV herein, Atlas may provide AHD with certification of self-insurance for the insurance and endorsements required under this Section 3.1; provided, that none of AHD, or any applicable AHD Group entity shall be entitled to file claims under this Agreement against Atlas’ self-insurance for any reason whatsoever.
ARTICLE IV
Section 4.1 Limitation of Liability.
(a) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, (i) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ATLAS MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PENNSYLVANIA SERVICES, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND THE PENNSYLVANIA SERVICES ARE PROVIDED ON AN “AS IS” BASIS, (ii) THE SOLE AND EXCLUSIVE REMEDY OF AHD IN THE EVENT OF A BREACH OF THIS AGREEMENT BY ATLAS SHALL BE (A) AS SET FORTH IN SECTION 6.1, AND (B) THE RIGHT TO REPERFORMANCE PURSUANT TO SECTION 4.2.
(b) Notwithstanding anything to the contrary contained in the Transaction Agreement or this Agreement, Atlas shall not be liable to AHD, Resources, any AHD Entity or any of their respective Representatives, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, for any consequential, special or punitive damages whatsoever, which in any way arise out of, relate to or are a consequence of, the performance or nonperformance by Atlas (including any Representatives of Atlas and any subcontractors or third-party providers, in each case, providing the applicable Pennsylvania Services) under this Agreement or the provision of any Pennsylvania Services under this Agreement, including with respect to loss of profits, business interruptions or claims of customers.
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(a) BOTH AHD AND RESOURCES AGREE TO RELEASE, DISCHARGE, DEFEND, INDEMNIFY, AND HOLD HARMLESS ATLAS, ITS AFFILIATES, AND THE EMPLOYEES AND AGENTS OF ATLAS AND ITS AFFILIATES, FROM AND AGAINST ALL CLAIMS AND CAUSES OF ACTION, AND ALL LIABILITIES, PENALTIES, FINES, JUDGMENTS, PAYMENTS, DAMAGES, LOSSES, COSTS AND EXPENSES (INCLUDING BUT NOT LIMITED TO COURT COSTS AND ATTORNEYS’ FEES AND EXPERT WITNESS FEES, COSTS OF INVESTIGATING CLAIMS, SITE ASSESSMENTS, TESTING AND REMEDIAL ACTIONS) INCURRED OR PAID IN CONNECTION WITH SUCH CLAIMS, ARISING FROM OR ASSOCIATED WITH ATLAS’ ACTS, OMISSIONS, AND CONDUCT OF OPERATIONS UNDER THIS AGREEMENT. BOTH AHD’S AND RESOURCES’ RELEASE, DEFENSE AND INDEMNITY OBLIGATIONS HEREUNDER APPLY WITHOUT LIMITATION TO ACTS AND OMISSIONS OF ATLAS, ITS AFFILIATES, AND THE EMPLOYEES AND AGENTS OF ATLAS AND ITS AFFILIATES REGARDLESS OF THE NEGLIGENCE (WHETHER SOLE, CONTRIBUTORY, COMPARATIVE, CONCURRENT, ACTIVE, PASSIVE, SIMPLE OR GROSS), BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, REGULATORY LIABILITY, STATUTORY LIABILITY, OR OTHER FAULT OR RESPONSIBILITY OF ATLAS, ITS AFFILIATES, THE EMPLOYEES AND AGENTS OF ATLAS AND ITS AFFILIATES, OR ANY OTHER PERSON OR PARTY.
(b) The provisions of this Section 4.3 will survive termination of this Agreement.
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ARTICLE V
ARTICLE VI
Section 6.2 Effect Of Termination On Fees And Other Provisions.
(a) Upon termination of this Agreement pursuant to Section 6.1, any Pennsylvania Services Fees owing for Pennsylvania Services actually performed prior to the date of termination shall be invoiced and paid in accordance with Section 2.3.
(b) In the event of the expiration or termination of this Agreement, Atlas will have no further obligation to provide the Pennsylvania Services and AHD will have no obligation to pay any future fees relating to such Pennsylvania Services, provided, however, that AHD will remain obligated to Atlas for payment of any Pennsylvania Services Fees owing for Pennsylvania Services provided prior to the effective date of termination of this Agreement. Any Party nevertheless shall be entitled to seek any remedy to which it may be entitled under this Agreement for the violation or breach by the other Party of any agreement, covenant, representation, warranty, or indemnity contained in this Agreement that occurs prior to such expiration or termination.
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(c) Nothing contained in this Section 6.2 shall relieve any Party from liability for (i) its intentional breach of any covenants or agreements contained herein prior to termination or (ii) fraud or unlawful activity.
(d) In connection with the termination of this Agreement and the Pennsylvania Services provided for herein, the provisions of this Agreement not relating solely to the Pennsylvania Services shall survive any such termination, and in connection with a termination of this Agreement, Article I, Article IV and Article VI, shall continue to survive indefinitely.
Section 6.3 Treatment of Confidential Information.
(a) The Parties shall not, and shall cause all other persons providing Pennsylvania Services or having access to information of the other Party that is known to such Party as confidential or proprietary (other than information that (i) is or becomes generally available to the public, other than as a result of a disclosure by the disclosing Party not otherwise permissible hereunder, (ii) the disclosing Party can demonstrate was or became available to the disclosing Party from a source other than the other Party or (iii) is developed independently by the disclosing Party without reference to the other confidential information of the other Party) (collectively, “Confidential Information”) not to, directly or indirectly, disclose, reveal, divulge or communicate to any third parties, any such Confidential Information of the other Party, except as permitted by applicable law or agreement of the Parties.
(b) Each Party will process all personal data relating to the employees, customers, contractors and suppliers of the Parties (“Personal Data”) it processes on behalf of the other Party in accordance with all applicable Laws and the other Party’s reasonable requests with respect to protecting Personal Data, including but not limited to: restricting employee and agent/subcontractor access to Personal Data, following the other Party’s instructions in connection with processing Personal Data, not disclosing Personal Data to any third party without the other Party’s written permission, applying appropriate security measures to protect Personal Data, and deleting any Personal Data in its possession or control at the expiry or termination of this Agreement unless otherwise agreed between the Parties. In the event of any unauthorized, unlawful, and/or unintended processing, access, disclosure, exposure, alteration, loss, or destruction of Personal Data, the applicable Party will immediately notify the other Party and cooperate with other Party’s reasonable requests to investigate and remediate such incident and provide appropriate response and redress.
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(a) Without limiting any provisions of this Agreement, AHD shall bear any and all sales, use, transaction and transfer taxes and other similar charges (and any related interest and penalties) imposed on, or payable with respect to, any fees or charges payable by it pursuant to this Agreement; provided, that any applicable Gross Receipts Taxes shall be borne by Atlas unless Atlas is required by law to obtain, or allowed to separately invoice for and obtain, reimbursement of such taxes from AHD.
(b) Notwithstanding anything to the contrary in this Agreement, AHD shall be entitled to withhold from any payments to Atlas any such taxes that AHD is required by law to withhold and shall pay over such taxes to the applicable taxing authority.
PENNSYLVANIA OPERATING SERVICES AGREEMENT
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(a) if to AHD or Resources, to:
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX
Facsimile: (000) 000-0000
Attention: Chief Legal Officer
With a copy to:
Atlas Pipeline Holdings, L.P.
0000 Xxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxx Xxxxxxx
(b) if to AHD or Resources, to:
Xxxx Xxxx
Westpointe Corporate Center One
0000 Xxxxxxxxxx Xxxxxxx Xxxx
Xxxx Xxxxxxxx, XX
Facsimile: (000) 000-0000
PENNSYLVANIA OPERATING SERVICES AGREEMENT
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Section 6.18 Dispute Resolution.
(a) Subject to the limitation on remedies set forth in Section 4.4, in the event of any dispute, controversy or claim arising out of or relating to the transactions contemplated by this Agreement, or the validity, interpretation, breach or termination of any provision of this Agreement, or calculation or allocation of the costs of any Service, including claims seeking redress or asserting rights under any Law (each, a “Dispute”), a Party may send written notice of the Dispute to the other Party detailing the Dispute. Upon notice of any such Dispute, Atlas and AHD agree that the Atlas project manager and the AHD project manager (or such other persons as Atlas and AHD may designate) shall negotiate in good faith in an attempt to resolve such Dispute amicably.
(b) If a Dispute described in Section 6.18(a) has not been resolved by the Parties within thirty (30) days of receipt of written notice of the Dispute (or such longer period as the Parties may agree) pursuant to Section 6.18(a), either Party may, upon providing written notice to the other Party, institute binding arbitration which shall be the exclusive method for resolution of any such Disputes. The Federal Arbitration Act, 9 U.S.C. Sections 1-16 shall apply to and govern the arbitration. The following procedures shall apply to the arbitration proceeding: (a) the place of the arbitration hearing shall be a location mutually agreed by the Parties, or if the Parties do not agree, Philadelphia, Pennsylvania; (b) one unbiased arbitrator shall conduct the arbitral proceedings in accordance with the International Institute for Conflict Prevention & Resolution (“CPR”) rules in effect at the time, with the CPR being the appointing authority; (c) the arbitrator, not any court, shall exclusively determine all issues or arbitral jurisdiction and validity of this Agreement; (d) the arbitrator does not have the power to award, nor shall the arbitrator award, any punitive, indirect or consequential damages (however denominated); (e) each Party shall bear its own costs of legal representation and witness (fact and expert) expenses; (f) the arbitrator must render a reasoned award, detailing the findings of fact and conclusions of Law upon which it is based, in writing within ninety (90) days after the conclusion of the arbitration hearing; and (g) the decision and/or award is final and binding on the Parties, and judgment upon an award may be entered in any court of competent jurisdiction.
PENNSYLVANIA OPERATING SERVICES AGREEMENT
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ATLAS PIPELINE HOLDINGS, L.P. | ||
By: | Atlas Pipeline Holdings GP, LLC, its general partner | |
By: | /s/ Xxxxxx X. Xxxxx | |
Name: Xxxxxx X. Xxxxx | ||
Title: President and Chief Executive Officer | ||
ATLAS RESOURCES, LLC | ||
By: | /s/ Xxxx Xxxxxxxxxx | |
Name: Xxxx Xxxxxxxxxx | ||
Title: Assistant Secretary | ||
ATLAS ENERGY, INC. | ||
By: | /s/ Xxxx Xxxxxxxxxx | |
Name: Xxxx Xxxxxxxxxx | ||
Title: Senior Vice President, Chief Legal Officer and Secretary |
PENNSYLVANIA OPERATING SERVICES AGREEMENT
SIGNATURE PAGE
SCHEDULE 2.1
PENNSYLVANIA SERVICES
The Pennsylvania Services cover:
1. | General monthly natural gas volumetric control services for the Pennsylvania Xxxxx: |
(a) | Forecasting of owner-controlled volumes from company operated or OBO xxxxx and facilities; |
(b) | Calculation and accumulation of net sales volumes (less shrink, fuel, losses, fuel and unaccounted for, etc); |
(c) | Communication of monthly nomination volumes as appropriate to owner, owner’s gas sales agent(s) or gas purchaser(s), owner’s Joint Operating Agreement working interest, gathering companies, intra-state pipelines, inter-state pipelines, etc.; |
(d) | Monitor production fluctuations throughout month. Undertake reasonable actions to adjust nominations, and communicate variance caused by new production, operational issues, scheduled maintenance and downtime (both company and 3rd party) as appropriate; |
(e) | General functional interaction with internal departments as necessary; ie. Production/Operations, Measurement, Accounting, and Finance/Internal Audit; |
(f) | Validate and reconcile monthly volumetric settlement statements and gathering system invoices; and |
(g) | Monthly management of wellhead and gathering/pipeline imbalances, including volumetric and cash out resolution as appropriate. |
2. | Measurement, including customary calibration of owners meters (but excluding third-party contractor calibration costs), witnessing of third party meters, and general assistance with resolution of measurement discrepancies for the Pennsylvania Xxxxx. |
3. | Services required for the disposition of water produced from the Pennsylvania Xxxxx, as follows: |
(a) | collection of water from facilities associated with the Pennsylvania Xxxxx; |
(b) | transportation of water; |
PENNSYLVANIA OPERATING SERVICES AGREEMENT
SCHEDULE 2.1
i
(c) | permitted disposal, re-use, or any other permitted disposal of water; and |
(d) | provision of data and information necessary for the AHD Entities to comply with reporting requirements relating to water production and disposition, including, without limitation, (i) volumes produced by well per day, (ii) volumes of water collected by well per day and name of collecting entity for such well on such day, and (iii) volumes of water disposed by well per day and name of disposing entity and disposal site for such well on such day. |
Services not included (owner responsibility):
1. | State and Federal government reporting. |
2. | Special owner reporting. |
3. | Accounting, payment of invoices, imbalance or cash-out payments, allocation or distribution of funds under JOA sales, or other financial/accounting services. |
PENNSYLVANIA OPERATING SERVICES AGREEMENT
SCHEDULE 2.1
ii
SCHEDULE 2.1(A)
CERTAIN SERVICED PENNSYLVANIA XXXXX
***
PENNSYLVANIA OPERATING SERVICES AGREEMENT
SCHEDULE 2.1(A)
iii
SCHEDULE 2.6
INITIAL PROJECT MANAGERS
For Atlas: Xxxx Xxxx
For AHD and Resources: Xxxxxxx Xxxxxxx
PENNSYLVANIA OPERATING SERVICES AGREEMENT
SCHEDULE 2.6
iv