MINERAL EXPLORATION MANAGEMENT SERVICES AGREEMENT
Furio-AES Management Agreement
March 7, 2005
Exhibit 10.2
MINERAL EXPLORATION
THIS MANAGEMENT SERVICES AGREEMENT ("Agreement"), is between Alaska Earth Sciences, Inc. (AES), whose address is 00000 Xxxxx Xxxx, Xxxxxxxxx, Xxxxxx XXX 00000-0000, and Furio Resources, Inc. (Furio), a corporation whose office address is Xxxxx 0000, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, X.X. XXXXXX X0X 0X0.
1.
Services to be Performed. Pursuant to this Agreement, AES and Furio have agreed that AES shall perform management services as follows. AES shall provide mineral exploration project management on projects in Alaska as assigned by Furio. Primary services shall include project concept development, permitting, organization, land and data acquisition, field program management, quality control, budgetary oversight and reporting. Specific tasks will include oversight of geophysical, geological, and geochemical surveys, management of logistics including aircraft (fixed and rotary wing) contracts and camp rental and/or service contracts.
Project management shall be carried out with full communication and compliance of Furio. Project activities will be summarized monthly in progress reports. AES shall perform these services in a professional and workmanlike manner. All work shall be diligently and carefully performed and shall conform to standard professional practices and all applicable federal, state and local laws, permits and regulations.
2.
Payment. Furio shall pay to AES all expenses and fees in accordance with the consulting and rental rates set forth in Exhibits A and X. Xxxxx shall pay for goods and services supplied by AES at cost plus 15% overhead including but not limited to expenses related to aircraft support, drilling support, geophysical contracts, analytical laboratory costs, land research contracts, and camp or equipment rental, services or expenses. In the case of subcontracts exceeding $10,000, AES may request an advance of funds and in such case will apply only a 5% overhead charge on such contracts. Normal payment of AES invoicing is expected within 30 days, however, upon approval, AES may request accounts to be paid within fifteen days. An accounting of all expenses and fees will be summarized by invoice on the 1st of each month.
3.
Term. The term of this Agreement shall commence upon signing, and shall continue through completion of services or until December 31, 2009. Any party may terminate this Agreement by giving the other party two weeks (14 days) notice.
4.
Independent Contractor and Indemnity.
(a) It is understood and agreed that AES is to perform its services as an independent contractor and as such (i) shall have full responsibility for making any and all necessary income tax, sales tax, and social security payments and for filing all returns and forms required in connection therewith; (ii) shall assume full responsibility for injuries occurring to it’s employees, if any, and for protecting AES and it's employees by means of Workmen's Compensation Insurance or otherwise as required by law.
(b) AES shall indemnify and save Furio harmless from and against any and all loss, damage, and expense (including attorneys' fees and other legal expenses), by reason of liability imposed or claimed to be imposed by for (i) breach of this Agreement by AES or its subcontractors, (ii) any claims or demands of AES or its subcontractors' employees, including, without limitation, any claims for benefits under any employee benefit plan sponsored by Furio or (iii) bodily injuries, including death at any time resulting therefrom, or damage to property, sustained by any person or persons, including without limitation the employees of AES or Furio, or third parties (collectively, (i)-(iii) are termed "Liabilities"), arising out of or related to this Agreement or the performance of the work called for by this Agreement, and whether or not such Liabilities arise or are claimed to have arisen in whole or in part out of negligence or any other grounds of legal liability, including violation of any duty imposed by a statute, or ordinance, or regulation, on the part of AES or its subcontractors, Furio or the employees or agents of any of them or any other person or organization. The provisions of this section shall survive the termination or expiration of this Agreement.
5.
Insurance.
Insurance Coverage
Minimum Limits
Worker's Compensation Insurance:
In accordance with applicable State Laws
Comprehensive General Liability
Bodily Injury, Death, and
$1,000,000 Each Occurrence
Property Damage:
$1,000,000 Aggregate
The above required insurance shall be endorsed to include Furio and contain a clause waiving the insurer's right of subrogation against Furio. Insurance companies must be satisfactory to Furio and policies must provide that thirty (30) days' written notice be given to Furio prior to cancellations or annulment.
6.
Audit. AES will keep full and detailed accounts of costs chargeable to Furio. During the term of this Agreement and for one (1) year thereafter, Furio's Controller or its authorized representatives will be afforded full access to accounts, records, and supporting documents for audit and verification of costs. The provisions of this section shall survive the expiration or termination of this Agreement.
7.
Accidental and Injury Reporting. AES will report all accident and lost time injuries to the appropriate Furio representative or its designated safety representative.
8.
Confidentiality. Information generated for Furio by AES, or transmitted to AES by Furio will be treated as confidential and will be considered proprietary as to Furio. AES will refrain from transmitting or in any way disclosing such information to third parties without the express written consent of Furio. AES further agrees that it will not acquire any real property or interests in real property within two (2) miles of any project location for itself or any third party while this Agreement is in effect without the prior written consent of Furio.
9.
Waiver. The failure of either party to enforce at any time or for any period of time any other provision of this Agreement shall not be construed as their waiver of such provision or of the right of a party to subsequently enforce each and every provision.
10.
Notices. Any required notice to Furio or AES shall be in writing to the following addresses:
AES:
Alaska Earth Sciences, Inc.
00000 Xxxxx Xxxx
Xxxxxxxxx XX 00000-0000 XXX
Telephone x0 (000) 000-0000
Facsimile x0 (000) 000-0000
Attn: Xxx Xxxxxxxxxx - President
Furio Resources, Inc.
Xxxxx 0000
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, X.X.
XXXXXX X0X 0X0
Telephone: x0 (000) 000-0000
Facsimile x0 (000) 000-0000
Attn: Mr. Xxxxxxx XxXxxxx - CFO
General Provisions.
(a)
Assignment. AES and Furio agree that they will not assign or transfer this Agreement without the prior written consent of either party. Any attempted assignment in the absence of such prior written consent shall be void.
(b)
Governing Law. This contract shall be governed by the laws of the State of Alaska.
(c)
Attorneys' Fees. If it becomes necessary for any party to enforce this Agreement, with or without suit, the prevailing party shall be entitled to recover all reasonable costs and expenses thereof, including reasonable attorneys' fees, against the losing party.
(d)
Successors and Assigns. The terms and covenants of this Agreement shall apply to, be binding on, and inure to the benefit of the parties hereto and their permitted successors and assigns.
(e)
Severability. In the event any provision of this Agreement is declared by a court of competent jurisdiction to be void or unenforceable or becomes unlawful in its operation, such provision shall not affect the rights and duties of the parties with regard to the remaining provisions of this Agreement which shall continue as binding.
(f)
No Waiver. The failure of either party to enforce at any time or for any period of time any other provision of this Agreement shall not be construed as their waiver of such provision or the right of a party to subsequently enforce each and every provision.
(h)
Counterparts. This Agreement may be executed in several counterparts, each of which when so executed shall be deemed to be an original, and all such counterparts together shall constitute one and the same agreement. The parties agree that this Agreement may be transmitted between them by facsimile machine. The parties intend that fax signatures constitute original signatures and that a faxed agreement containing the signatures (original or faxed) of all the parties is binding on the parties.
AGREEMENT EXECUTED and made effective as of the latter date and year written below.
FURIO RESOURCES, INC.
BY:
/S/ Xxxxxxx XxXxxxx for and on behalf of Furio. Date: March 7, 2005
Name: Xxxxxxx XxXxxxx
Title: CFO
EIN: 00-0000000
ALASKA EARTH SCIENCES, INC
BY:
/S/ Xxxxxx Xxxxxxxxxx for and on behalf of AES. Date: March 7, 2005
Name: Xxxxxx X. Xxxxxxxxxx
Title: President
EIN: 00-0000000
Furio-AES Management Agreement
March 7, 2005
EXHIBIT A
ALASKA EARTH SCIENCES | ||||
RATE SCHEDULE | ||||
YEAR 2004 | ||||
Project Managers* | Rate/Day Rate/Hour | |||
X. X. Xxxxxxxxxx | $500 | $65 | ||
X.X. Xxxxx | $500 | $65 | ||
X.X. Xxxxx | $500 | $65 | ||
Geologists | ||||
Senior Geologist | $450 | $60 | ||
Geologist | $400 | $55 | ||
Junior Geologist | $300 | $40 | ||
Geologic Technician | $250 | $30 | ||
Labor, Field Asst. | $290 | $30 | ||
GIS Specialists | ||||
Senior GIS | $400 | $50 | ||
GIS Assistant | $300 | $40 | ||
Data Entry | $250 | $30 | ||
Administration | ||||
Bookeeping | $40 | |||
Secretarial | $35 | |||
* Other Project Managers may be hired as required
.
Furio-AES Management Agreement
March 7, 2005
ALASKA EARTH SCIENCES - EXHIBIT B | |||||
2004 RENTAL SCHEDULE | Example: 6-man Fly | ||||
ITEM | Wkly Rate Per Ea | Mo. Rate Per Xx | Xxxx Per Mo. | ||
Geophysics | |||||
Scintrex Mag. Susceptibility (older model) | 35 | 100 | 100 | ||
Mag. Susceptibility (digital) | 50 | 150 | |||
Single channel Bison 1570-C seismograph | 250 | 750 | |||
Seismic blasting galvanometer | 20 | 75 | |||
Geometrics Gamma-ray Spectrometer, 4 channel | 25 | 80 | |||
Geometrics 101 A scintillometer | 25 | 80 | 80 | ||
UV Light | 10 | 35 | 35 | ||
Communications | |||||
Handheld radios | 60 | 200 | 1260 | ||
FM Radio Repeater w/Solar Panel | 75 | 250 | |||
Office Machines, Field | |||||
Copier / Printer / Fax | 20 | 50 | 50 | ||
Field computer w/ CD / DVD drive | 000 | 000 | 000 | ||
Field Lab Equipment | |||||
Plastic stereoscope | 15 | 45 | 45 | ||
Xxxxxxxx binocular microscope wI | |||||
Bausch &Lombe optical fiber light | 50 | 150 | 150 | ||
Xxxxxxx 220-R analytical balance | 30 | 90 | |||
Sony Hi-8 Videocamera | 30 | 90 | |||
Light camp(s) for 6 people | |||||
includes, 4 tents, cots, pads, cooking facility | |||||
lanterns | 200 | 600 | 550 | ||
Safety equipment for 6 person camp | |||||
includes 1st aid pack-base camp, 6 individual | |||||
1st aid kits, camp gun, flares, rescue rope & tools | |||||
MREs, signal flags, bear spray | 100 | 300 | 300 | ||
Field tools for 6-man field crew | |||||
can include combinations of soil augers, shovels, | |||||
rock hammers, zip saws, swing axes, axes, picks, | |||||
packs, vests, clipboards, magnets, acid bottles, | |||||
tool kits, gold pans etc. | 100 | 300 | 300 | ||
Survey gear for 6-man crew | |||||
includes GPS units, topofils, plastic chain, | |||||
compasses | 125 | 375 | 375 | ||
Field office gear for 6 geologists includes drafting pens, straight edges, triangles protractors, scissors, scales, shields, xactos | 30 | 90 | 90 | ||
Other Field Equipment | |||||
Generator 5KW | 150 | 400 | |||
Generator 0.25 KW | 30 | 90 | |||
1.5” Water Pump, Honda with hose | 50 | 120 | |||
Sluice Box | 30 | 90 | |||
2 HP Electric Rock Saw, Blade not included | 75 | 225 | |||
Hilti Gas Percussion Drill | 125 | 450 | |||
Honda Rancher 400 ATV 2004 Model | 500 | 1800 | |||
Snowmachine Skidoo Skandic 500 or equivalent | 500 | 1800 | |||
Example Fly-camp (6-man) Monthly Cost | 3860 | ||||
Many other items available. Some preparation charges may apply. Larger camps can be supplied-supported. Expendable items are at cost plus 15%. List updated December, 2004
