EXHIBIT 10.1
CONTRACT NO. 3845
BETWEEN
BP EXPLORATION (ALASKA) INC.
AND
PROFILE TECHNOLOGIES, INC.
THIS SERVICE AGREEMENT is by, and between, BP EXPLORATION (ALASKA) INC., ("BPXA"
or "Operator"), and PROFILE TECHNOLOGIES, INC. ("Contractor").
In consideration of the mutual covenants and agreements hereinafter set forth,
the parties hereto mutually agree as follows:
1. STATEMENT OF WORK/SERVICES
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Contractor shall Perform Electromagnetic Wave Inspection of Below-Ground
Piping on approximately 200 pipe segments located in road/animal crossings.
Inspection results of each segment shall be provided to Operator no later
than 30 days after completion of inspection by Contractor. Format of report
shall be as agreed by Operator's Technical Representative.
Contractor to provide following:
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1. All equipment and supplies for conducting the inspection, including
the drills and cutters needed to cut TML holes
2. A two man field crew composed of an operator and an assistant, plus a
second crew and inspection system if necessary to provide timely
completion of your Scope of Work
3. Completed inspection on an average of five (5) pipes through either
road or caribou crossings for each shift in which we have access to
the crossings for a minimum of nine (9) hours
4. A Daily Activity Report (time log) and a Scan Setup Sheet listing the
piping inspected will be provided for each shift within 24 hours
5. The Final Report which will present the detailed results, and will
rank the relative condition of the pipe segments will be provided
within two weeks of our demobilization.
Operator to provide following:
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1. Air transportation to the Prudhoe Bay field for both personnel and
equipment
2. On-site transportation and subsistence for the crew(s)
3. Assistance in accessing each location to be tested, including snow
removal and permitting, if necessary.
4. A generator to provide 110V power of at least 4KW
5. An inspection vehicle that can house the computer and electronic
hardware
6. A small office in which Contractor may work out of while working on
the North Slope. Office will have phone and fax capability so that
Contractor may communicate with their New York office.
7. Piping layouts and/or the pertinent information required to properly,
unambiguously identify each pipe to be inspected.
Attendance is Operator's North Slope Unescorted Training Class is required
for all Contractor's employees that will be traveling to Prudhoe Bay, AK
and working on or around Operator's facilities. This class will be
provided by Operator and attendance will be coordinated by Operator's
Technical Representative.
2. COMPENSATION
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As total consideration for all work performed and/or services rendered
hereunder, Contractor agrees to invoice Operator and Operator agrees to pay
Contractor in accordance with the following:
2.1 Payment Schedule:
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. Nine hundred dollars ($900) per pipe segment inspected which shall
include the labor required to perform the inspection, plus cut and
subsequently seal the TML holes, if they are required. This per-
unit price includes all consumables, labor, staff support and work
done both on-site and at Contractor's Lower-48 offices to complete
the Scope of Work and issue the final report.
. Standby charge of one thousand, five hundred dollars ($1,500) per
crew per shift if access to the piping is not possible due to
weather or other events that are beyond the control of PTI
personnel. No standby will be charged if inspection is not possible
due to Contractor equipment malfunction
2.2 Reimbursable Expenses:
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2.2.1 In addition to payment of Contractor's compensation set forth
above, Contractor will be reimbursed for the actual costs of
the item(s) listed below if such costs were incurred in
accomplishing the work/services. All such reimbursable costs,
in excess of twenty-five dollars ($25.00), must be
substantiated with receipts.
. Meals, lodging and transportation
. Air transportation between Vancouver, BC, or Bellingham, WA
or Portland, OR, Missoula, MT and Anchorage, AK (the class
of air travel shall be coach/economy class.)
. Other costs as authorized, in writing, by Operator's
contract accountable manager ("CAM").
. Mobilization and Demobilization of personnel and equipment
2.2.2 In the event the services require travel to the North Slope of
Alaska, Operator will furnish round trip air transportation
from Anchorage to Prudhoe Bay, ground transportation at the
North Slope and food and lodging, if required, for Contractor.
In the event Operator is unable to provide the stated services,
Contractor may be requested to make its own arrangements which
will be considered reimbursable hereunder.
2.3 Invoicing and Payments:
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2.3.1 Invoicing:
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(1) Not more often than each month Contractor will submit an
original invoice supported by such documentation as
Operator may reasonably require setting out Contractor's
charges for work/services rendered during the previous
month.
(2) Invoices shall bear this Contract Number 3845 be numbered
serially and submitted to:
BP Exploration (Alaska) Inc.
Accounts Payable
XX Xxx 000000
Xxxxxxxxx, Xxxxxx 00000-0000
2.3.2 Payments:
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Operator will make payments to Contractor against Contractor's
invoices within thirty (30) days after they are received within
Operator's Accounts Payable Department. However, Operator may
adjust Contractor's invoices for clerical errors or items which
are not adequately supported by documentation. Payment by
Operator of Contractor's invoices shall be without prejudice to
Operator's right to audit Contractor's records and challenge
the correctness of the invoices any time thereafter.
3. TERM OF AGREEMENT:
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3.1 Term:
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The term of this Agreement shall commence August 13, 2001 and shall
expire at midnight on December 31, 2001.
3.2 Termination for Convenience:
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Operator may terminate this Agreement, in whole or in part, at
any time for any reason whatsoever by giving thirty (30) days
written notice to the Contractor. If this Agreement is so
terminated, Contractor shall be paid by Operator only for
reasonable demobilization costs (if applicable) and that portion
of the work/services actually performed and for documented
expenses incurred by Contractor and authorized by Operator prior
to the date of termination. OPERATOR SHALL NOT BE HELD LIABLE FOR
ANY OTHER DAMAGES OR FOR LOSS OF ANTICIPATED PROFIT ON ACCOUNT OF
SUCH TERMINATION. Notwithstanding any partial termination of
work/services, Contractor shall continue to perform and complete
any remaining work/services required.
4. SPECIAL PROVISIONS:
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4.1 A. Operator's Contract Accountable Manager ("CAM"):
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Operator's CAM having authority over all work/services performed
under this Agreement, including health, safety, environmental and
security matters, shall be Xxx Xxxxxxxx/Xxxxxxx Xxxxxxx (907) 659-
5050.
B. Operator's Technical Representative:
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Operator's Technical Representative shall be Xxx Xxxxxxx (907)
564-4462 or his designee. Technical Representative will be
responsible for the coordination and oversight of project.
4.2 Operator's Contractual and Administrative Authority:
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All contractual and administrative matters pertaining to this
Agreement shall be under the authority of:
Name: Xxxxx X. Real
Title: Contracts Technical Assistant
Company: BP Exploration (Alaska) Inc.
Address: XX Xxx 000000
Xxxxxxxxx, Xxxxxx 00000-0000
Phone: 000-000-0000
Fax: 000-000-0000
Email: xxxxxx@xx.xxx
4.3 Contractor's Representative:
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Contractor hereby designates the following individual for the purposes
of co-ordinating all matters relevant to this Agreement and having
authority to make binding commitments in the name of Contractor:
Name: Xx. Xxx Xxxxxxxxx
Address: 0000 Xxxxxxxx Xxxx.
Xxxxxx, Xxx Xxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Email: xxxxxxxxxxx@xx-xxx.xxx
4.4 Health Safety and Environment ("HSE")
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Contractor shall abide by the health, safety and environmental ("HSE")
requirements set forth in ATTACHMENT 2 attached hereto and made a part
hereof.
4.5 Contractor's Insurance:
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Contractor shall, at its sole expense, secure and maintain insurance
in strict accordance with the provisions set forth in ATTACHMENT 1,
Standard Insurance Requirements, attached hereto and made a part
hereof.
4.6 Amendment.
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A. This Agreement shall only be amended, modified or changed by a
writing, executed by authorized representatives of the parties.
B. The only authorized representatives of the parties are:
(i) Contractor: Xxx Xxxxxxxxx or Xxxx Xxxxx
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(ii) Operator: Any contract engineer
C. Any attempt to amend, modify, or change this agreement by either an
unauthorized representative or unauthorized means shall be void.
4.7 The terms and conditions set forth in Exhibit A, attached hereto,
are made a part of this Agreement by reference thereto.
4.8 The North Slope Clinic and Medevac Procedures set forth in
Attachment 3, attached hereto, are made a part of this Agreement by
reference thereto
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CONTRACTOR OPERATOR
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Profile Technologies, Inc. BP EXPLORATION (ALASKA) INC.
By: /s/ Xxxxxx X. Xxxxxxxxx By: /s/ Xxxxx X. Real
Printed Name: Xxxxxx X. Xxxxxxxxx Printed Name: Xxxxx X. Real
Title: Vice President, Title: Contracts Technical
Field Operations Assistant
Date: August 16, 2001 Date: August 16, 2001
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EXHIBIT A
TERMS AND CONDITIONS
1. DEFINITIONS. (a) "Operator shall mean BP Exploration (Alaska) Inc. ("BPXA")
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and where the context so admits shall include its affiliates, officers,
directors, employees and agents. (b) "Contractor" shall mean that company,
individual or entity set forth and named on the first page of this Agreement and
where the context so admits shall include its employees, agents and
subcontractors. (c) "Working Interest Owners" are those companies that are
joint interest owners with BPXA in various oil and/or gas producing fields or
operations on Alaska's North Slope. A list of the Working Interest Owners is
available upon request to the BPXA CAM.
2. INDEPENDENT CONTRACTOR RELATIONSHIP. Contractor shall be an independent
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contractor with respect to performance of all work hereunder and neither
Contractor nor any party employed by Contractor shall be deemed for any purpose
to be an employee, agent, servant, or representative of Operator in the
performance of any work hereunder. Operator shall have no direction or control
over Contractor, its employees, agents or subcontractors except in the results
to be obtained, as the work contemplated hereby shall meet the approval of
Operator. Operator shall have unlimited worksite access to determine whether
work is being performed, by Contractor, in accordance with this Agreement.
Contractor shall, at its own expense, replace any of its employees, agents or
subcontractors whom Operator has reason to believe may be technically
incompetent.
3. INSURANCE. Prior to the commencement of any work hereunder, Contractor
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shall deposit with Operator a certificate of insurance showing compliance with
the requirements set forth in ATTACHMENT 1 hereto.
4. INDEMNITY PROVISIONS
--------------------
Notwithstanding any other provision contained in this Agreement to the
contrary, the parties agree as follows:
a) From time-to-time during the term of this Agreement Operator may
provide vehicles or equipment to Contractor for use under this
Agreement. Whenever such a vehicle/equipment is being used or
operated by any Contractor employee or agent, Contractor shall be
responsible for any and all injury to or death of any and all
persons and/or damage to or loss of property, including damage to
or loss of the vehicle/equipment itself, that is caused by or is a
result of Contractor's employee's or agent's use or operation of
the vehicle/equipment and Contractor agrees to indemnify defend and
hold Operator and its affiliates, officers, directors, employees,
agents, and Working Interest Owners harmless from the same.
Whenever Contractor is in possession or control of such a
vehicle/equipment all insurances, as required elsewhere in this
Agreement, will be primary to any insurance carried by Operator.
b) Except as set forth in "a" above and "e" below, Operator (including
Working Interest Owners) and Contractor each hereby releases and
agrees to defend, indemnify, and hold the other party and their
contractors harmless from and against all claims, demands, causes
of action, suits, damages, liabilities, losses, and expenses
including court costs and reasonable attorney's fees, and all loss,
damage, injury, or death resulting to the indemnifying party's
property or personnel, arising out of or in connection with the
goods or services, or the performance of this Agreement (or, if
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applicable, any project authorization or temporary personnel
authorization issued under this Agreement), whether or not such
loss, damage, injury, or death is alleged to be due to the act,
omission, negligence (whether contributory or joint) fault or
strict liability of the indemnified party.
c) Operator (including Working Interest Owners) and Contractor each
hereby releases and agrees to defend, indemnify, and hold the other
party and their contractors harmless from and against any claims,
suits, causes of action, liabilities, costs, and expenses resulting
from loss, damage, personal injury to or death of any third party
to the extent of such indemnifying party's negligence, fault, or
strict liability in causing such loss, damage, personal injury or
death.
d) Operator hereby releases and agrees to assume all liability for and
shall defend, indemnify and hold Contractor harmless from and
against any loss, damage, cost and expense, fine, penalty or
remediation obligation, arising from pollution or contamination
which originates below the surface of the land, sea bed or water
and may result from blowout, fire, cratering, seepage or any other
uncontrolled flow of oil, gas or mineral substance during the
conduct of operations or the performance of this Agreement or the
services hereunder, except to the extent such loss, damage, cost
and expense, fine, penalty or remediation obligation is caused by
Contractor's gross negligence or willful or reckless misconduct.
e) Notwithstanding any other provision contained in this Agreement to
the contrary, IN NO EVENT SHALL A PARTY BE INDEMNIFIED FROM ITS OWN
SOLE NEGLIGENCE OR WILLFUL MISCONDUCT NOR SHALL ANY PARTY BE
LIABLE, TO THE OTHER PARTY, FOR ANY INDIRECT, SPECIAL, INCIDENTAL
OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF
PROFITS, LOSS OF USE OF ASSETS OR LOSS OF PRODUCT OR FACILITIES
DOWNTIME.
f) In connection with the use of Operator's North Slope Clinic
(procedures for such are available upon request to the BPXA CAM) by
Contractor, its employees, agents, servants and/or subcontractors,
Contractor will, irrespective of any provisions herein pertaining
to insurance, indemnify, protect, save and hold Operator, its
Working Interest Owners, and contractors harmless from and against
any and all losses, claims, suits and judgments arising by reason
of any acts of commission or omission done, caused or authorized by
Operator, its officers, employees or subcontractors, including acts
of passive or active negligence. Further, when in the sole
discretion of Operator's medical staff it is deemed necessary to
medevac one or more of Contractor's employees, agents, servants or
subcontractors, Contractor will assume full responsibility for the
cost of such medevac services and will render payment directly to
the invoicing third party who has provided such services thereby
relieving Operator and its Working Interest Owners of any and all
obligations with respect to said medevac services.
g) Liens: Without in any way limiting the foregoing, Contractor will
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indemnify, protect, save, and hold Operator and its Working Interest
Owners and their property harmless, free and clear of any liens,
claims, assessments, fines, levies and/or stop notices asserted by
any party, including but not limited to Contractor's subcontractors,
suppliers, vendors, or materialmen and/or other liens based on
overdue or other deficient handling of charges for labor, equipment
and/or materials, provided that such is not the result of Operator's
failure or refusal to perform any of its obligations hereunder.
Furthermore, without limiting the foregoing, Contractor shall
indemnify, defend and hold Operator harmless from any liens,
actions, claims,
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suits, damages, assessments, or fines of whatsoever nature,
including attorneys fees and costs, asserted by or on behalf of any
employees of Contractor or employees of any of Contractor's
subcontractors (of any tier) for unpaid or underpaid wages or
benefits of whatsoever nature, including, but not limited to unpaid
or underpaid trust fund contributions. Operator may, if it so
elects, pay and discharge any liens or overdue charges for
Contractor's subcontractors, suppliers, vendors, or materialmen,
equipment and/or materials under or in conjunction with this
Agreement and may thereupon deduct the amount or amounts so paid by
Operator from sums due or which thereafter become due to Contractor
hereunder. Before payments are made, by Operator, to Contractor,
Operator may require Contractor to furnish proof that there are no
unsatisfied claims for subcontractors, suppliers, vendors, or
materialmen, materials, facilities, equipment, supplies, or wages
and that all insurance coverages required by this Agreement were in
full force and effect during the period Contractor rendered services
pursuant to this Agreement.
h) Patents and Licenses: In addition to the indemnity provisions above,
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Contractor represents and warrants that the use or construction of
any and all tools and equipment furnished or obtained by itself and
used in the work performed hereunder does not infringe on any
license or patent which has been issued or applied for, and
Contractor agrees to indemnify and hold Operator and its affiliates,
officers, directors, employees, agents, and Working Interest Owners
harmless from any and all claims, demands, and causes of action of
every kind and character, in favor of or made by any patentee,
licensee or claimant of any right or priority to any such tool or
equipment, or the use or construction thereof or intellectual
property of any sort, which may result from or arise out of the
furnishing or use of any such tool or equipment, by Contractor, in
connection with the work performed under this Agreement, except when
such tool or equipment is requested, by name, by Operator.
i) Attorney's Fees and Legal Costs: Each party agrees to reimburse the
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prevailing party for any and all necessary expenses, attorney's
fees, and costs incurred in the non-judicial or judicial enforcement
of any part of any of the indemnity agreements or lien provisions
provided for herein.
j) The exclusions of liability and indemnities herein shall apply to
any such loss, damage, expense, injury, illness or death without
regard to the cause(s) thereof including, without limitation,
unseaworthiness, strict liability, ultrahazardous activity, breach
of express or implied warranty, imperfection of material, defect or
failure of equipment, defect or "ruin" or other condition of
premises, or the joint or concurrent negligence or other fault of
the indemnitee or its employees, agents or invitees.
5. TAX LIABILITIES AND CLAIMS. (a) Contractor shall defend, indemnify, and
--------------------------
hold Operator and, when applicable, the Working Interest Owners, jointly and
severally, harmless from and against any and all liability for (1) the payment
of Contractor's legally due contributions or taxes for unemployment insurance,
old age retirement benefits, pensions, annuities, wages and income taxes,
business and occupational taxes; (2) any legally due sales, use, contract, ad
valorem, or other taxes which are imposed upon the performance of this
Agreement, or the ownership or use of any property employed in the performance
of this Agreement, now or hereafter imposed by the Government of the United
States or any state or political subdivision thereof, however measured. (b)
Contractor shall reimburse Operator, on demand, for all such taxes or
governmental charges, state or federal, which Operator may be required or deem
it necessary to pay on account of the employees of Contractor or Contractor's
subcontractors. Contractor shall furnish Operator, upon
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request, with the information required to enable Operator to make any necessary
reports to state or federal authorities and to pay taxes or charges. Operator is
authorized, at its election, to deduct all sums so paid for taxes and
governmental charges from such amounts as may be or may become due to Contractor
hereunder.
6. LAWS, RULES AND REGULATIONS. (a) Contractor, and its employees, agents and
----------------------------
subcontractors, shall observe and comply with all laws, rules and regulations,
federal, stated and municipal, which are now or may become applicable to
operations covered hereunder or arising out of the performance of such
operations. (b) If for any reason within the sole control of either party a
governmental agency determines that one of the parties has failed to comply with
a valid law, regulation or order of such agency, the party determined to be in
noncompliance shall promptly correct the same to the satisfaction of said
agency. If, in connection with the foregoing determination of failure of
compliance, the governmental agency issues an enforceable order to cease
operations under this Agreement, the party in noncompliance shall be liable for
all direct damages, incurred by the other party, which arise during the period
of such cessation of operations. In the event the parties share joint control
or direction and a governmental agency makes such a determination and issues
such an order, then any direct damages arising during such period of cessation
shall be borne equally by the parties. (c) In the event of an inspection by a
governmental agency, Contractor shall immediately inform Operator's CAM or
technical representative of the inspection.
7. PERMITS. In connection with its work hereunder, Contractor shall be
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responsible for obtaining any and all permits, licenses and/or certifications
presently required of which may become required by the Government of the United
States or any state of political subdivision thereof except, however, where any
law, rule or regulation expressly requires Operator to obtain the same.
8. APPLICABLE LAW. This Agreement and the relationship of the parties hereto
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will be governed by and interpreted, in all respects, in accordance with the
laws of the State of Alaska without regard to principles of conflicts law. Any
action arising out of this Agreement shall be brought and maintained in
Anchorage, Alaska.
9. ACCESS TO LOCATION. Operator shall secure for Contractor rights of access
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to the land on which the work covered by this Agreement is to be performed, if
such land is not held by Contractor. Operator shall advise Contractor of any
limitations or restrictions affecting access and of Operator's rules for vehicle
movement and Contractor shall abide by such limitations or restrictions. Should
Contractor be denied free access to such site for any reason within Contractor's
control, time lost by such denial shall not be charged to Operator.
10. RIGHT TO AUDIT. The accounts and books (in written or electronic form or
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media) of Contractor and/or its subcontractors, which reasonably relate directly
to the performance of obligations or Work contemplated by this Agreement, may be
audited by Operator at reasonable times and from time-to-time, not only during
the term of this Agreement, but for twenty-four (24) months after the date of
its termination, or final payment, whichever occurs last. In the event that
such audit or audits reveal any error or discrepancy of any nature whatever,
such error or discrepancy will be promptly corrected and any amount owing or due
to either Operator or Contractor, will be promptly paid by the other party.
Operator shall have this right to audit Contractor's accounts and records only
after delivery of written notice to Contractor in accordance with the provisions
for notices set forth above. Operator shall have the right to make copies of
documents audited and such copies shall become the property of Operator. All
audit rights of Operator described herein are in addition to, and are not in any
way in lieu of, all other rights of Operator in law or in equity.
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11. INTERNAL CONTROLS AND RECORDKEEPING. Contractor shall keep full and
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accurate records providing substantiation of all expenses incurred and time
expended hereunder.
12. CONFIDENTIAL INFORMATION. Contractor, and its employees, agents and
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subcontractors, who are or will be, performing services related to this
Agreement understand that in the course of their work under this Agreement, that
they may have access to BPXA records, files, documents, data or other
information which, for financial, legal, competitive or other business reasons,
BPXA does not want known, shared, used or otherwise disseminated or disclosed
outside of BPXA (such information being known as "Confidential Information").
Some examples of Confidential Information are: prices of products or services
purchased by BPXA; research, studies, analyses or information dealing with
exploratory well production; and planning information, geoscience data and
interpretations, prospect and lead outlines, lease acquisition strategies and
budgets, items in research and development, scientific studies and analyses,
training methods, new products or new uses for old products, vendor lists,
contracts and licenses, purchasing plans, accounting records, business systems
and computer programs, long-range planning and forecast assumptions, financial
plans and results. These examples are merely meant to illustrate some
possibilities and are by no means all-inclusive.
Contractor, and its employees, agents and subcontractors, who are, or will be,
performing services under or related to this Agreement shall neither disclose
to, nor share with, any non-BPXA employee, any Confidential Information (unless
that person has a legitimate need to know such Confidential Information) nor
will they use any BPXA Confidential Information in an improper, illegal or
unethical manner or for their own personal gain.
IF CONTRACTOR, OR ITS EMPLOYEES, AGENTS AND SUBCONTRACTORS, WHO ARE OR WILL BE,
PERFORMING SERVICES RELATED TO OR UNDER THIS AGREEMENT ARE IN DOUBT AS TO
WHETHER SOMETHING IS OR IS NOT CONFIDENTIAL INFORMATION OR WHETHER CONFIDENTIAL
INFORMATION SHOULD BE SHARED WITH SOMEONE THEY WILL FIRST ASK THE BPXA CAM
BEFORE DISCLOSING/SHARING IT.
Contractor shall take all necessary and reasonable precautions to prevent
Contractor's employees, officers, agents or subcontractors from improperly
disclosing any Confidential Information.
This provision shall survive the expiration or termination of this Agreement and
Contractor and Operator expressly recognizes that Contractor's acceptance of the
terms of this provision is a material part of the consideration accepted by
Operator in exchange for Operator entering into this Agreement.
13. ASSIGNMENTS. Contractor will not assign this Agreement without the prior
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written consent of Operator's CAM and any assignments made without such consent
will be void. Operator may however assign this Agreement, and/or any of its
rights or obligation hereunder, without the prior consent of Contractor.
14. ALCOHOL AND OTHER DRUG ABUSE. It is the policy of Operator to maintain a
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work environment free from the influence of alcohol and other drug abuse.
Accordingly, Operator prohibits the possession, use, distribution or sale of
alcohol and/or illicit drugs and controlled substances in the workplace or when
conducting business on Operator's behalf, and requires employees and non-
employees to be free from alcohol and/or illicit drugs and controlled substances
upon entering Operator's owned, leased, or operated premises (hereinafter
referred to as "Premises").
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Contractor shall inform its employees, subcontractors and agents of BPXA's
alcohol and other drugs policy, including the fact that they will be subject to
search, by Operator or by Operator's security contractor, on their persons, and
in Operator's work areas, living quarters, vehicles, lockers, and other property
while individuals are entering, on, or leaving Operator's Premises. Any alcohol
and/or illicit drugs or controlled substances found on Operator's Premises will
be confiscated. Any incident involving illicit drugs or controlled substances
will be brought to the attention of the appropriate law enforcement agency and
Operator shall provide its full cooperation in prosecuting such matters.
Contractor personnel violating this policy will be immediately removed from
Operator's Premises, by Contractor, at Contractor's expense.
Operator's management may, on occasion, by written exception to Operator's
policy, provide for the consumption or possession of alcohol on Operator's
Premises.
15. FIREARMS, TRAPPING, ETC. The use and/or possession of firearms, trapping
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devices, or any other similar device, by Contractor, its employees or its
subcontractors for any purpose associated with this Agreement is hereby
prohibited. Breach of this provision by Contractor, its employees or its
subcontractors shall be deemed a material breach of this Agreement and Operator
shall have the right to immediately terminate this Agreement for cause. No
further action (including compliance with the provisions of Paragraph 18 below)
is required by Operator.
16. EQUAL OPPORTUNITY. To the extent that this Agreement may be subject to
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Executive Order 11246, as amended, the equal opportunity provisions
(41 CFR 60-1) are incorporated by reference. To the extent required by
applicable laws and regulations, this Agreement also includes and is subject to
the affirmative action clauses concerning qualified handicapped individuals,
disabled veterans and veterans of the Vietnam Era (41-CFR 60-741.4 and 60-250.4)
which are incorporated by reference. Contractor agrees that in the performance
of this Agreement, it will comply with the requirements of these regulations and
orders.
17. WAIVERS. None of the requirements of this Agreement may be waived, by
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either party, unless done in writing (a fax or email shall suffice). Any failure
by either party to enforce or require strict observance of performance by the
other party or any of the terms or conditions hereof shall not constitute a
waiver of such terms and conditions of the right of the parties at any time
thereafter to require specific performance or to otherwise avail themselves of
such remedies as it may have as the result of any breach of such terms and
conditions.
18. TERMINATION FOR MATERIAL BREACH Each party hereto shall have the right to
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terminate this Agreement in the event of a material breach by one party if such
breach is not remedied within ten (10) days after notice of such from the other
party. No waiver by either party of any default or breach on the part of one
party will affect the rights or remedies of either party hereto in the event of
subsequent violation or breach. In no event will either party be liable to the
other for indirect, special, incidental or consequential damages, including, but
not limited to, loss of profits, loss of use of assets or loss of product or
facilities downtime. No termination of this Agreement, however accomplished,
will have any retroactive effect such as forgiving or otherwise diminishing or
extinguishing liabilities or payment obligations that have accrued prior to such
termination. [The enumeration in this paragraph or other paragraphs of
Operator's rights of termination shall not act in derogation of any rights that
Operator has, under this Agreement, at law, or in equity, to terminate this
Agreement.
19. FORCE MAJEURE. Neither Operator nor Contractor shall be responsible for
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failure to perform the terms of this Agreement when performance is prevented by
force majeure, provided that (1) notice and reasonably full particulars are
given, within a reasonable time, to the other party and (2) that the cause of
such failure or omission is remedied, so far as possible, with reasonable
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dispatch. The term force majeure shall mean acts of God, earthquakes, fire,
flood, war, civil disturbances, governmentally imposed rules, regulations or
moratoriums, or any other cause whatsoever whether similar or dissimilar to the
causes herein enumerated, not within the reasonable control of either party
which through the exercise of due diligence, a party is unable to foresee or
overcome. In no event shall the term force majeure include normal or reasonably
foreseeable or reasonably avoidable operational delays.
20. CHANGES. Operator's CAM or technical representative, within the general
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scope of this Agreement, may, at any time, by notice to Contractor, issue
additional instructions, require additional work or direct the omission of work
covered by this Agreement. In such event, there will be made an equitable
adjustment in price and time of performance, but any claim for such an equitable
adjustment must be made in writing (a fax or email shall be sufficient) within
thirty (30) days of receipt of Operator's notice. No adjustment in price and/or
time of performance shall be recognized unless such adjustment takes the form of
an amendment to this Agreement.
21. PUBLICITY. Contractor shall not release any information for publication or
----------
advertising purposes relative to the material, equipment, and/or services
furnished under this Agreement without the prior written consent of Operator's
CAM (a fax or email shall be sufficient).
22. INTEGRATION. This instrument and any referenced attachments appendices or
------------
exhibits hereto embodies the entire agreement of the parties. There are no
promises, terms, conditions or obligations exchanged between the parties other
than those contained herein; and this Agreement shall supersede all previous
communications, representations or agreements, either oral or written, between
the parties hereto. The execution, by Operator, of any receipts, work orders,
job tickets, invoices, or similar document prepared by Contractor and containing
any contrary or additional terms to the terms set forth in this Agreement shall
not modify or add to the terms of this Agreement, nor shall it create a new
Contract.
23. PARAGRAPH AND SECTION HEADINGS: The headings, identifiers, and labels
------------------------------
applied to any paragraph or section of this Agreement are for convenience only
and no such heading or identifier shall have any effect on the rights and
responsibilities of the parties under this Agreement.
24. PERSONAL PROTECTIVE EQUIPMENT. Prior to commencing any work under this
------------------------------
Contract, Contractor shall ensure that its employees have all the necessary
protective clothing and protective equipment to safely perform the work. Such
equipment may include, but is not necessarily limited to: arctic gear,
respiratory protection equipment, goggles, face xxxxxxx, special clothing,
flotation equipment and survival suits. UNLESS EXPRESSLY STATED OTHERWISE IN
THIS CONTRACT, PROVISION OF ALL NECESSARY PROTECTIVE CLOTHING AND PROTECTIVE
EQUIPMENT SHALL BE THE SOLE RESPONSIBILITY OF THE CONTRACTOR, AND SHALL NOT BE
REIMBURSED BY OPERATOR.
25. SUBCONTRACTORS:
--------------
Upon request, Contractor shall furnish to Operator's CAM copies of any proposed
or existing subcontracts or agreements. Review by Operator of Contractor's
subcontracts or agreements shall not relieve Contractor of responsibility for
its subcontractors and their performance.
Except as otherwise specifically approved, in writing (a fax or email shall be
sufficient), by Operator's CAM, Contractor agrees to include all appropriate
Contract provisions in all subcontracts, with appropriate modifications to
reflect the proper rights, responsibilities and relationships of Operator,
Contractor and subcontractor, such that all rights conferred to Operator by this
Contract shall not be affected or diminished by any subcontract.
12
There shall be no contractual relationship between Operator and any
subcontractor with respect to Work under this Contract. Contractor shall be
fully responsible to Operator for the acts and omissions of any subcontractor as
Contractor is for its own acts and omissions. Contractor shall inspect and
expedite subcontract Work and promptly report, to Operator, any defects in such
Work, or the performance thereof that adversely affects the proper execution of
Work.
26. WARRANTY: Contractor warrants that all Work shall be accomplished in
--------
accordance with the requirements of this Contract and shall be adequate for its
intended use.
Any errors of omissions in the Work which are reported to Contractor within one
(1) year of completion of the Work, or such longer period of time as may be
provided by law, shall be expeditious corrected by Contractor without additional
charge to Operator.
27. Deleted
28. ORIGINAL WORKS OF AUTHORSHIP. All original works of authorship fixed in
----------------------------
any tangible medium of expression (hereafter collectively referred to as
"creative materials") developed specifically for Operator under this Agreement
including, but not limited to, written reports, software, videos, manuals,
charts, photo-graphs and designs, which are covered by the definition of "work
for hire" under 17 U.S.C. 101 of the U.S. Copyright Act of 1976, shall be
considered "work for hire," and Operator shall be the owner of all copyrights in
any such works. Operator and its nominee will have the unencumbered right to
extend ownership rights to others to copyrights in any such works. As to any
such creative materials developed specifically for Operator which are not
covered under the aforementioned "work for hire" definition of the Copyright
Act, such that Contractor (including any employee or agent of Contractor) is
regarded as the copyright author and/or owner, then Contractor agrees to and
hereby assigns and, for its employees and/or agents, will cause assignment, to
Operator or its nominee, of all rights throughout the world, including copyright
in and to the creative material. Operator will have an unencumbered right to
extend ownership rights to others in such creative materials.
Contractor shall not receive any intellectual property rights or licenses in any
Work, work for hire or creative materials as a result of services performed
hereunder.
13
ATTACHMENT 1
STANDARD INSURANCE REQUIREMENTS
1. Coverage
--------
Contractor will, at its sole expense, secure and maintain and will file with
Operator (on behalf of Operator and Working Interest Owners, jointly and
severally) proper and acceptable evidence of the following described
insurance coverages, which coverages will be secured with insurance
companies acceptable to Operator and shall be primary to any coverage
carried by Operator which may cover the work specified in this Agreement.
a. Workers' Compensation Insurance and Occupational Disability Insurance in
---------------------------------------------------------------------
compliance with the laws of all applicable state and federal
jurisdictions where the work is performed and the state in which
Contractor is domiciled covering all employees engaged in the
performance of work specified in this Agreement, including coverage for:
(1) Employer's liability with a limit of not less than $1,000,000 per
accident;
(2) An endorsement providing that a Workers' Compensation claim brought
against Operator or Working Interest Owners by an employee of
Contractor will be, with respect to the insurance provided by
Contractor, treated as a claim against Contractor;
In the event the compensation terms of this Agreement indicate that
Operator will reimburse Contractor for the cost of Workers' Compensation
insurance, the maximum reimbursement Operator will make to Contractor
will be calculated utilizing the appropriate premium rate for a
guaranteed cost program as contained in the current National Council on
Compensation Insurance manual or the standard premium derived from the
manual rate, whichever is less.
b. Comprehensive General Liability Insurance with contractual liability
-----------------------------------------
coverage limits for services performed, including equipment rental, of
not less than $2,000,000 per occurrence for bodily injury, sickness, or
death, and $2,000,000 per occurrence for property damage, including the
following coverages:
(1) Premises Operations coverage;
(2) Independent Contractor's coverage;
(3) Contractual Liability for assumed liabilities;
(4) Products and Completed Operations coverage;
(5) Coverage for explosion, collapse and underground property damage
(Premises and Contractual);
(6) Contractor's Protective Liability, covering liability for work
performed by a subcontractor.
14
c. Comprehensive Automobile Liability Insurance covering all owned, non-
--------------------------------------------
owned, hired and rented vehicles used by Contractor with limits of not
less than $2,000,000 combined single limit for bodily injury, sickness
or death per occurrence and $2,000,000 for loss or damage to property in
any one occurrence.
2. Certificates
------------
Contractor shall obtain and deposit with Operator prior to the commencement
of operations hereunder certificates of insurance indicating the respective
coverages and endorsements set forth herein. Such insurance policies will
not be cancelled or materially altered unless at least thirty (30) days
prior written notice of such cancellation or material change is provided to
Operator. All applicable policies and certificates will reference the
applicable Contract Number.
3. Additional Insured
------------------
Contractor will cause Operator and its parent and affiliated corporations,
officers, directors, employees, agents and Working Interest Owners and their
respective parent companies to be named as additional insured to all
insurance policies specified in subparagraphs 1.b. through d. above, but
only as respects liability incurred as a result of Contractor's operations
under this Agreement. Such insurance policies shall also contain a
provision or endorsement that coverages provided hereunder are primary and
underlying to any insurance coverages carried by Operator or Working
Interest Owners.
4. Waiver of Subrogation
---------------------
Contractor will furnish Operator a waiver of the rights of subrogation and
recovery and recoupment by each of its carriers in favor of Operator and
Working Interest Owners and their respective parent companies and affiliates
with respect to each of Contractor's policies of insurance.
5. Subcontractors Insurance
------------------------
Contractor will require and ensure that all subcontractors, if any, engaged
by Contractor carry the minimum insurance coverage in the amounts specified
herein and evidenced by policies in the form required of Contractor
hereunder.
6. Notices of Occupational Injury
------------------------------
Whenever an employee of Contractor or Subcontractor suffers an occupational
injury or an occupational disease because of work performed under this
Agreement, and such injury or disease is required by the workers'
compensation or occupational disease laws to be reported to the proper
authorities, copies of such report shall be furnished promptly by Contractor
to Operator's safety and operational representatives except as limited by law
or confidentiality obligations of Contractor.
15
ATTACHMENT 2
STANDARD HEALTH, SAFETY AND ENVIRONMENTAL CONTRACT CLAUSES
Everybody who works for BP Amoco, anywhere, is responsible for getting HSE
right. Good HSE performance and the health, safety and security of everyone who
works for us are critical to the success of our business. Our goals are simply
stated - no accidents, no harm to people and no damage to the environment.
1. When working under this Contract, Contractor shall comply with and shall
ensure that its employees, agents and subcontractors comply with the HSE
Plan developed pursuant to this Attachment and Operator's current HSE
requirements (e.g. Alaska Safety Handbook, North Slope Field Environmental
Handbook, and, where applicable, other Operator specified HSE procedures).
2. Prior to commencing any work under this Contract, HSE management systems
commensurate with the identified risks shall be in place. Contractor and
Operator's contract accountable manager (the "CAM") shall prepare a plan for
the management of all HSE aspects of the work (the "HSE Plan"). The HSE Plan
must be in writing and signed by the CAM and Contractor. The HSE Plan shall
contain the following elements:
. a review of the scope of work
. identification of HSE hazards (including legal and regulatory
requirements)
. assessment of the risk of HSE hazards identified
. a description of the controls, safeguards, and mitigation measures that
will be implemented to manage the HSE risks
. a description of Contractor and Operator organizational interfaces (the
"Interface Document") to be used in the execution of the scope of work
and application of their HSE management systems
. a statement of an action plan to resolve any deficiencies identified
during the development and implementation of the HSE Plan
. a self assessment and compliance system that will assure adherence to
the HSE Plan, and assure that any deficiencies identified in the HSE
Plan are expeditiously resolved
. HSE performance targets for the scope of work
. The means for implementing both the Environmental Auditing Policy
Statement, 9 July 1986 (51 Federal Register 25004) and the Statement of
Policy: Incentive for Self-Policing, 22 December 1995 (60 Federal
Register 66706) and any amendments thereto
Any changes to the HSE Plan must be in writing and signed by the CAM and
Contractor. Unless otherwise specified in the Contract, both parties shall
bear their own costs incurred in the development and implementation of the
HSE Plan. If, for any reason, the parties are unable to agree upon an HSE
Plan, either party may terminate this Contract upon three (3) days notice to
the other party. Without the need for an amendment, the HSE Plan and any
changes thereto shall become part of the Contract.
3. At predetermined intervals set forth in the HSE Plan, Contractor shall
report to the CAM on the status of its performance against the HSE Plan
targets and progress on any corrective actions being taken.
4. Contractor shall, if requested by Operator, promptly provide Operator with
all notes, reports (including without limitation, environmental audit
reports), memoranda, correspondence, records, and other documentation (in
any media) relating to any HSE requirements in this Contract, including,
without limitation, the requirements in this Attachment and compliance with
the HSE Plan .
16
5. Prior to commencing any work under this Contract, Contractor shall inform
its personnel as well as those of its subcontractors of:
. the working conditions at the site, including the hazards and risks
associated with the scope of work, and the HSE management systems,
including without limit the HSE Plan, used as safeguards
. the need to immediately notify their supervisor of all HSE risks which
they believe not to be under adequate control, in order that action may
be taken to prevent potential HSE incidents.
6. Prior to commencing any work under this Contract, all Contractor supplied
personnel (including personnel supplied by any subcontractors) shall
successfully complete North Slope Training Cooperative instruction,
appropriate to the work being performed. In addition, Contractor shall
ensure that all of these personnel are trained and competent to perform
their tasks in an appropriate HSE manner.
7. Contractor shall notify Operator of any of the following events which may
occur under this Contract. All notifications shall be given immediately
after Contractor's discovering or being informed of the circumstances
requiring the notification and shall be communicated both orally and in
writing to the CAM.
. the release (or suspected release) of a Hazardous Material, as defined
below (this is in addition to the reporting obligations for release of
any substance as required in the North Slope Field Environmental
Handbook); . Contractor's response to such release (or suspected
release); . any violation (or suspected violation), by Contractor or any
of its subcontractors, of an HSE Law (as defined below) or any of
Operator's current HSE requirements;
. the receipt by Contractor or any of its subcontractors of notice of any
alleged violation of any HSE Law or of any proposed debarment,
suspension, or ineligibility of Contractor by any governmental
authority;
. any inspection or notice of inspection of work or a work site related to
the Contract by any governmental authority;
. any claim, demand, action, allegation, investigation or proceeding being
commenced or asserted or, to the knowledge of Contractor, threatened,
alleging any failure by Contractor or any of its subcontractors to
comply with any HSE Law or alleging potential responsibility for the
release of a Hazardous Material;
. the death of any employee of Contractor or its subcontractors while
performing work under the Contract
. any failure to comply with the HSE Plan
8. When performing all obligations hereunder, Contractor shall comply with all
specific instructions of Operator with regard to health, safety and
environmental concerns, regardless of whether such instructions are based
upon a specific law, regulation or order of any governmental authority.
Contractor assumes all responsibility for the proper storage,
transportation, handling and disposal of all Hazardous Material generated by
Contractor as a result of materials supplied by Contractor. Further,
notwithstanding any other clause or provision contained in the Contract to
the contrary, Contractor hereby assumes responsibility for all spills of
oil, oil base substances and/or Hazardous Materials which arise out of or
otherwise pertain to this Contract and are attributable to Contractor and
with respect to such occurrences, Contractor will indemnify, protect, save
and hold Operator and its affiliates, officers, directors, employees,
agents, and Working Interest Owners harmless from and against any and all
losses, claims, suits and judgments.
9. Contractor shall comply with all state and federal regulations governing
Hazardous Materials and will ensure prompt and proper response to any spill.
Copies of written spill reports and reports
17
regarding action taken will be forwarded to Operator's CAM, by the
Contractor as soon as they become available to the Contractor.
10. Contractor shall ensure (through an auditable means) that its personnel
and its subcontractors' personnel are, and remain, medically fit for
assigned duties. No unstable medical conditions are acceptable at remote
sites (e.g. unstable medical conditions include: heart disease,
respiratory disease, metabolic disease such as diabetes, neurological
disease such as epilepsy, and psychiatric disease). A remote site is
defined as those areas, on the North Slope, which are outside of the PBU-
WOA, MPU, END and/or Badami emergency medical response capabilities.
11. Contractor shall ensure that its personnel and those of its subcontractors
who are to work at remote sites have appropriate medical testing performed
prior to arrival on site. This medical testing should include tests to
detect unstable medical conditions.
12. Prior to commencing any work under this Contract, Contractor shall advise
Operator's regional Physician's Assistant in writing, of any known medical
disability or condition of any personnel which may pose a threat to
his/her own health and safety, or the health and safety of others at the
work site.
13. Contractor and its subcontractors shall satisfy all OSHA required
compliance programs, including but not limited to first aid training
requirements, hazard communication, respirator employee assessment and fit
testing and baseline audiometric testing.
14. In connection with the use of Operator's North Slope Clinic (procedures
for such are included herein by attachment) by Contractor, its employees,
agents, servants and/or subcontractors, Contractor will, irrespective of
any provisions in the Contract to the contrary, indemnify, protect, save
and hold Operator, its Working Interest Owners, and contractors harmless
from and against any and all losses, claims, suits and judgments arising
by reason of any acts of commission or omission done, caused or authorized
by Contractor, its officers, employees or subcontractors, including acts
of passive or active negligence. Further, when in the sole discretion of
Operator it is necessary to medevac one or more of Contractor's employees,
agents, servants or subcontractors, Contractor will assume responsibility
for the cost of such medevac services and will render payment directly to
the invoicing third party who has provided such services thereby relieving
Operator and its Working Interest Owners and its contractors of any and
all obligations with respect to said services.
15. It is the policy of Operator to maintain a work environment free from the
influence of alcohol and other drug abuse. Accordingly, Operator prohibits
the possession, use, distribution or sale of alcohol and/or illicit drugs
and controlled on the Operator's owned, leased, or operated premises
("Premises") or when conducting business on Operator's behalf, and
requires Contractor's employees, subcontractors and agents to be free from
alcohol and/or illicit drugs and controlled substances on the Premises.
Contractor will maintain a similar policy regarding its own premises and
will inform its employees, subcontractors and agents of those policies,
including the fact that their persons, work areas, living quarters,
vehicles, lockers, and other personal property will be subject to search
at any time and for any reason by Operator (or Operator's agents) while
they are entering, on or leaving the Premises. Any alcohol and/or illicit
drugs or controlled substances found on the Premises will be confiscated.
Any incident involving illicit drugs or controlled substances will be
brought to the attention of the appropriate law enforcement agency and
Operator shall provide its full cooperation in prosecuting such matters.
Contractor personnel violating this policy will be immediately removed
from the Premises by Contractor at Contractor's expense. Operator's
management may, on occasion, by written exception to Operator's policy,
provide for the consumption or possession of alcohol on the Premises.
18
16. Contractor shall have a program for drug and alcohol abuse prevention and
random testing that is equivalent in scope and objectives to the BPXA Drug
and Alcohol Abuse Policy appropriate to the scope of work being performed.
Contractor shall have a program for medical review and maintenance of
records for drug and alcohol testing programs and OSHA mandated compliance
programs.
17. Prior to commencing any work under this Contract, Contractor shall ensure
that its employees have all the necessary protective clothing and
protective equipment to safely perform the work. Such equipment may
include, but is not necessarily limited to: arctic gear, respiratory
protection equipment, goggles, face xxxxxxx, special clothing, flotation
equipment and survival suits. UNLESS EXPRESSLY STATED OTHERWISE IN THIS
CONTRACT, PROVISION OF ALL NECESSARY PROTECTIVE CLOTHING AND PROTECTIVE
EQUIPMENT SHALL BE THE SOLE RESPONSIBILITY OF THE CONTRACTOR, AND SHALL
NOT BE REIMBURSED BY OPERATOR.
. All Contractor employees working in an area where safety-toed foot
gear is required must wear safety-toed foot gear with a minimum 1/2"
heel which otherwise is in compliance with ANSI Specification Z41-1.
. All Contractor personnel will wear approved ANSI Standard Z89.1 hard
hats and approved ANSI Standard Z87.1 safety glasses with side xxxxxxx
in all locations where Operator has indicated such are to be worn.
. All Contractor personnel reporting to work at Operator's job site
shall report equipped with arctic clothing adequate for the working
environment to which they are assigned. Such required clothing shall
include, but is not necessarily limited to, the following:
. those who are seldom required to go out doors: insulated parka,
lined gloves, arctic packs with liners
. personnel having frequent occasion to go out doors, but who would
not have extended work assignments outside: insulated parka,
balaclava wool cap, lined gloves, safety-toed arctic packs with
liners, safety-toed insulated shoes
. all others: insulated parka and insulated pants (may be
substituted for insulated coveralls), insulated coveralls,
balaclava wool cap, lined gloves, polar mittens, face mask,
safety-toed arctic packs with liners or bunny boots, safety-toed
insulated shoes
. fire retardant clothing (FRC) is required as applicable per the
Alaska Safety Handbook.
18. Contractor shall be required to have immediate access to Operator's North
Slope base communications center operator as a condition of working for
Operator on the North Slope. If Contractor's work requires its employees
to be in a remote site, or any North Slope location which does not have a
reliable communication access to Operator's main communications center,
Contractor, prior to commencing work at such location shall obtain proper
communication equipment to provide immediate contact with Operator's base
communications center.
19. Contractor and its subcontractors shall:
. maintain, at the work site, copies of all permits required for the
work being performed, including environmental permits and ensure that
their personnel are aware of the terms of such permits;
. keep the work site as clean and tidy as is reasonably practicable
under the circumstances, to minimize the risk of causing injury to
persons, damage to the environment or property or delays in completing
the work;
. upon completion of the work, promptly clear away and remove from the
work site all surplus materials and equipment and leave all areas in a
clean and tidy condition to the satisfaction of Operator's
representative at the work site.
. provide continuous adequate protection at the work site of Operator's
personal property and the Premises, and take all reasonable
precautions for the safety of all persons on the work site, and comply
and cause Contractor's employees, subcontractors and agents and others
entering the
19
Premises in the performance of the work or in connection therewith to
comply with all safety rules of Operator and applicable provisions of
federal, state or local safety laws, rules or regulations necessary to
prevent damage or injury to any and all property and persons.
20. Contractor shall provide material safety data sheets (MSDSs - OSHA Form
174 or equivalent), in accordance with OSHA Hazard Communication Standard
29 CFR part 1910.1200(g) for chemical products Contractor intends to use,
prior to locating such products on the Premises. Contractor shall ensure
that any chemical products used are properly labelled in accordance with
29 CFR part 1910.1200. MSDSs shall be provided to Operator's
representative as follows:
BP Exploration (Alaska), Inc.
Attn: Staff MSDS Administrator, HSE Assurance, MB2-6
X.X. Xxx 000000
Xxxxxxxxx, Xxxxxx 00000-0000
21. Definitions. As used in this Attachment and in this Contract, the
following terms shall have the following definitions:
a. "HSE Laws" means Laws relating to the protection of human health,
safety, natural resources or the environment.
b. "Hazardous Materials" means all chemicals, materials, substances, or
wastes that are regulated, designated, defined or included in any
definition under any HSE Law as dangerous, hazardous, radioactive or
toxic or as a pollutant or contaminant, including, without
limitation, petroleum or petroleum products.
c. "Laws" means all federal, state and local laws (whether under common
law, statute, ordinance, rule, regulation or otherwise), permits,
orders, decrees, judgments, guidelines, standards, policies and
other requirements of governmental authorities, whether existing now
or enacted, adopted or amended during the term of this Contract.
20
ATTACHMENT 3
NORTH SLOPE CLINIC AND MEDEVAC PROCEDURES
BP Exploration (Alaska) Inc. supports a North Slope medical clinic at the Base
Operations Camp which provides certain urgent and acute care capabilities for
North Slope contractor/subcontractor employees. The medical facility is not a
"general practice" center, and should not be utilized for routine care by any
employee. In an emergency, the Clinic staff will respond and function as a
triage center for the injured or ill employees.
When either emergency or non-emergency medical care of injured and/or ill BP
Exploration (Alaska) Inc. contractor/subcontractor employees is requested, their
medical care becomes the responsibility of Physician's Assistants working under
a collaborative agreement with the BP Exploration (Alaska) Inc. Medical Advisor.
Therefore, the BP Exploration (Alaska) Inc. medical department will make the
emergency medical care decisions and referrals necessary to provide the employee
with the appropriate level of care as expeditiously as possible.
As soon as the required emergency medical care is provided and medevac/referral
arrangements are confirmed, BP Exploration (Alaska) Inc. will contact the
appropriate contractor/subcontractor supervisors and/or their home office with
pertinent information regarding the patient's status. The patient's condition,
destination, mode of transportation, ETA, hospital requested, treating
physicians (if known), and other available information will be given to the
contractors/subcontractors and BP Exploration (Alaska) Inc. departments through
proper channels.
Further, when in the sole discretion of Operator it is necessary to medevac one
or more of Contractor's employees, agents, servants or subcontractors,
Contractor will assume responsibility for the cost of such medevac services and
will render payment directly to the invoicing third party who has provided such
services thereby relieving Operator of any and all obligations with respect to
said services.
Adherence to established medevac procedures and Clinic protocol will help ensure
competent and efficient medical care for all North Slope employees.
21
