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EXHIBIT 10(i)
MANAGEMENT AGREEMENT WITH FEDERATED OIL AND GAS PROPERTIES, INC.
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WOLVERINE ENERGY, L.L.C.
AND
FEDERATED OIL AND GAS PROPERTIES, INC.
MANAGEMENT AGREEMENT
RECITALS
Whereas, Wolverine Energy, L.L.C. (hereinafter "WELLC") is the manager
of various oil and gas programs which own working interest in numerous oil and
natural gas fields; and
Whereas, Federated Oil and Gas Properties, Inc. (hereinafter
"Federated") is the XXXXX manager/operator of oil and natural gas working
interests for individual and companies; and
Whereas, WELLC and Federated desire to enter into a Management
Agreement whereby Federated agrees to provide oil and gas management and
administrative services for the oil and gas properties currently managed by
WELLC and those subsequently managed by WELLC.
NOW THEREFORE, WELLC, of 0000 Xxxxx Xxxxxxxx Xxxx, Xxxxx 000, Xxxx
Xxxxxxx, Xxxxxxxx 00000 and Federated, of 000 Xxxx Xxxxx Xxxxxx, Xxxx Xxxxxx Xxx
000, Xxxxxxxx Xxxx, Xxxxxxxx 00000-0000 hereby enter into this Agreement
effective retroactive to the First day of June, 1999.
ARTICLE I
SUBJECT MATTER
1.1 Subject Matter. The subject matter of this Agreement is certain of
the oil and gas properties which WELLC is or may become the manager, and those
to initially be subject to this agreement and more fully described on Exhibit A
hereto.
1.2 Addition to Subject Matter. The parties may cause additional oil
and gas properties to become subject to this Agreement upon mutual written
consent.
ARTICLE II
SERVICES TO BE PERFORMED
2.1 Scope. Effective June 1, 1999, Federated shall provide oil and gas
administrative and management services to WELLC for the term of this Agreement.
Federated shall perform such duties in connection therewith as are customarily
performed in the usual course of managing oil and/or gas well field operations,
managing gas marketing functions, and providing general and administrative
functions, including, without limitation the following services, which will be
performed for each investment entity managed by Wolverine, more fully described
in Exhibit A:
a. monitor day to day production activities;
b. provide input and counsel concerning work decisions;
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c. review and approve capital expenditures and asset development
recommendations;
d. review and monitor operating expenses, so as to minimize the
costs;
e. monitor and provide reports concerning regulatory compliance and
facilitate compliance with all laws, regulations, and orders;
f. assist in the negotiation and service of end user gas purchase
contracts, gas transportation, and gas processing agreements;
g. collect monthly gas marketing proceeds and oil revenues, pay
monthly operating expenses and distribute net amounts to those entities
identified by WELLC as the working interest owners;
h. provide copies of current certificates of liability insurance
and other necessary insurance concerning all oil and gas properties and
activities in an amount that is reasonable under the circumstances and
consistent with the standards or norms of the oil and gas industry.
Federated agrees to perform all services and duties required for the proper
management of the oil and gas properties owned or managed by WELLC.
2.2 Labor. Materials. etc. Federated agrees to be responsible for
furnishing all management, supervision, labor, materials, transportation,
equipment, supplies, and administrative staff to perform its obligations under
this Agreement.
2.3 Performance Standard. Federated agrees to perform all management
and administrative work in a workmanlike manner in accordance with customary
industry standards, governmental regulations, and within a reasonable time.
2.4 Quarterly Reports. Federated shall furnish to WELLC written reports
not less frequently than quarterly, which set forth a summary of operations and
management, including an accounting of production revenue and expenses
attributable to WELLC's oil and gas interests under management., by program.
This information will be used to submit information to the investors, among
other things.
2.5 Access to Information. Each party shall have access to the oil and
gas properties under management at all reasonable times, at its sole cost and
risk to inspect or observe operations and shall have access at reasonable times
to information pertaining to management and administration thereof, including
Federated's books and records relating thereto. Federated, upon request, shall
furnish WELLC with copies of all documents, information, and materials
pertaining in any way to this Agreement.
2.6 Change in Scope. Should either party desire to expand the scope of
services performed under this Agreement, the party desiring to expand the scope
of services performed shall give the other party written notice of the proposed
changes. The party receiving such notice shall have thirty (30) days after
receipt of the notice within which to notify the party wishing to change the
scope of services whether it agrees to the proposed changes. Failure of a party
receiving such notice to reply within the period above
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fixed shall constitute a refusal to allow the changes to the scope of this
Agreement.
ARTICLE III
SUBSEQUENT OPERATIONS
3.1 Proposed Subsequent Operations. If any operator of a well under
management pursuant to this Agreement proposes subsequent operations, including,
but not limited to, reworking a well, deepening a well, plugging a well, or
conducting operations outside the scope of this Agreement, or conduct operations
that require an additional capital contribution, by the working interest owners,
then Federated shall be required to submit an Authorization for Expenditures
(AFE) and any written proposal to WELLC if the total cost of the proposed
operations as to WELLC's interest exceeds $15,000. The AFE's and written
proposals shall specify the work to be performed, the location, estimated cost,
estimated time of completion, and all other information that WELLC deems
necessary for deciding whether to approve the proposed operations. WELLC shall
give approval of the proposed operations, if at all, within the time period
provided for in the "Subsequent Operations" section of the operating agreement
covering the oil or gas property which is the subject matter of the proposed
operations. If there is no governing time limit for approval of proposed
operations in an operating agreement, then WELLC shall give approval, if at all,
within thirty (30) days of receipt of the AFE or written proposal. Federated
shall notify the operator of WELLC's consent or non-consent to the proposed
operations after receiving written authorization and approval from WELLC. The
failure of WELLC to approve the proposed operations within the applicable time
period shall constitute an election by WELLC not to participate, approve, or
consent to the proposed subsequent operations. All applicable provisions of the
underlying operating agreement shall govern, unless inconsistent with the terms
of this Agreement.
ARTICLE IV
COMPENSATION
4.1 Compensation. Federated shall be paid an initial management fee of
$350 per month per entity for providing the management services to WELLC
required under this Agreement. Said fee may be deducted or netted against the
production revenues received from the subject oil and gas properties being
managed hereunder. The parties agree that said fee is an estimate of the actual
costs being incurred by Federated to provide management services to WELLC and
may from time to time be adjusted in writing by mutual agreement to reflect
changes in the number of xxxxx being managed or other circumstances which affect
the costs incurred to provide the services.
ARTICLE V
TERM OF AGREEMENT
5.1 Term of Agreement. The term of this Agreement shall commence on the
First day of June, 1999, and shall continue in full force and effect until it is
terminated. Either party may terminate this Agreement upon ninety (90) days
written notice given to the other party.
5.2 Continuance of Term. Unless terminated by the mutual agreement of
the parties, the term shall continue so long as oil and/or gas is being
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produced or is capable of being produced in commercial quantities from any of
the oil and gas properties under management.
ARTICLE VI
INDEPENDENT CONTRACTOR STATUS
6.1 Independent Contractor. Federated's relationship to WELLC shall be
that of an independent contractor and not of an officer, partner, employee, or
agent of WELLC. WELLC shall have no liability to Federated except to pay it
compensation as provided for by this Agreement. In performing the services
provided herein, Federated is acting as an independent contractor. As an
independent contractor, Federated understands and agrees to bear the complete
legal responsibility and risk for all actions performed or supervised by or
through it pursuant to this Agreement. Federated agrees that it is not
controlled by WELLC, except as provided in this Agreement. Federated agrees that
the services it performs pursuant to this Agreement are customarily and normally
performed by independent contractors.
ARTICLE VII
COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS
7.1 Compliance with Applicable Laws and Regulations. Federated hereby
agrees to manage and administer the oil and gas properties in accordance with
all applicable federal, state and local laws, rules and regulations and shall
indemnify and hold WELLC harmless from any expense, fine, judgment or other
obligation arising out of or related to any failure of Federated to comply
therewith.
7.2 Workers' Compensation, Taxes, Expenses, etc. Federated shall be
responsible for its own compliance with the Michigan Workers' Compensation Act
and will provide for all payments required thereunder in the manner and extent
required by such Act. Federated will be responsible for its own taxes and
expenses, and for the withholding and payment of state and federal withholding
taxes, including but not limited to FICA, FUTA and Social Security for any
persons employed by it in connection with this Agreement.
ARTICLE VIII
RELEASE AND INDEMNIFICATION
8.1 Release and Indemnification. WELLC will not be liable to Federated,
its employees, agents, or any other person whomsoever, for any injury to any
person or damage to property, caused by Federated's negligence, misconduct or
any activities in and during the scope of the performance of duties under this
Agreement; In addition, Federated shall indemnify WELLC and hold it harmless
from any loss, expense or claims, including actual and reasonable legal expenses
and fees, which may arise out of the acts or omissions of Federated or any
person or persons acting for or under the direction of Federated.
ARTICLE IX
GENERAL
9.1 Entire Agreement. Except as otherwise provided herein, this
Agreement supersedes all previous representations, understandings and
negotiations, either written or oral, between the parties, and constitutes
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the entire Agreement with respect to the subject matter herein.
9.2 Amendment. No modification, amendment, addition to, deletion from,
nor waiver of any provision of this Agreement, will be valid or enforceable
unless in writing and signed by both parties.
9.3 Assignability/Delegation. Federated shall neither assign its rights
under this Agreement nor delegate its duties under this Agreement to a third
party without the written authorization of WELLC. If Federated does assign its
rights or delegate its duties pursuant to this Agreement, it shall continue to
remain fully liable under this Agreement.
9.4 Binding Effect. This Agreement will be binding on the parties,
their legal representatives, successors and assigns.
9.5 Notices. All notices under this Agreement will be in writing and
served by regular mail addressed to each party at their address as set forth in
this Agreement. Either party may also notify the other party of a different
address to which notices will be sent, in the same manner.
9.6 Governing Law. This agreement will be governed by the laws of the
State of Michigan.
IN WITNESS WHEREOF, the parties have executed this Agreement.
DATE: 5/30/99 By: //Xxxxxx X. Xxxxxxx//
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WOLVERINE ENERGY, L.L.C.
By: Xxxxxx X. Xxxxxxx
Its: Chief Executive Officer
DATE: 5/30/99 By: //X.X. Xxxxxxxxx//
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FEDERATED OIL AND GAS PROPERTIES, INC.
By: X.X. Xxxxxxxxx
Its: Chairman
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