Exhibit 10.2
CO-OPERATION AGREEMENT
between
Marine Shuttle Operations AS
c/o Rogaland Consultants AS
Luramyrveien 23
X-0000 Xxxxxxx
Xxxxxx
- hereinafter referred to as "MSO" -
and
Xxxxxxxx Industrieentsorgung GmbH
Xxxxxxxxxxxxx 0
00000 Xxxxxx
Xxxxxxx
hereinafter referred to as "Xxxxxxxx" -
Whereas MSO intends to build and operate marine vessels specially designed for
the installation, transport and decommissioning of Offshore platforms
(hereinafter referred to as "Offshore Shuttle"),
Whereas MSO is about to enter into a Head License Agreement with Offshore
Shuttle AS providing for the exclusive license to build and operate five
Offshore Shuttles,
Whereas Xxxxxxxx and its affiliates are engaged in the Waste Management
Business, and
whereas Xxxxxxxx intends to co-operate with MSO within the Offshore Shuttle
Project in the areas of Waste Management, Oil Pollution Prevention and Clean-up
and Onshore Dismantling,
the parties hereby agree as follows:
I. SERVICES OF XXXXXXXX
Provided that Xxxxxxxx and MSO agree by signing a seperate written contract that
Xxxxxxxx becomes involved in a certain project of the Offshore Shuttle Xxxxxxxx
will render the following services to MSO:
1. WASTE MANAGEMENT
Xxxxxxxx will act as Waste Manager whose services include but are not
limited to
- Inspection of the installation and inventory of all major wastes;
- Development of a workable concept for the environmentally friendly and
economically sensible disposal of all wastes, using the priority
scale: reuse - recycling - disposal, and keeping the necessary energy
input and resulting level of emissions as low as reasonably possible
(ALARP principle);
- Execution of waste disposal activities as the decommissioning work is
being carried out. This includes negotiations with and choice of
qualified subcontractors as well as accepting the responsibility for
and performing inspections of the quality of the work being done by
the chosen subcontractors during the decommissioning activities;
- Drafting of the documentation required by law for tracing the disposal
routes for each waste from the time of removal of the waste from the
installation to the date of final disposal. This also includes
negotiations with public officials and acquisition of permits
necessary for waste management activities.
2. OIL POLLUTION PREVENTION AND CLEAN-UP
Xxxxxxxx will provide MSO with a draft concept consisting of measures to be
taken to prevent the pollution of the sea from accidental oil releases and
measures to be taken to expedite the clean-up of such pollution in the
event of a release. This includes the provision, installation and final
disposal of equipment for oil containment and adsorption, such as oil
booms, adsorption mats, etc.
3. ONSHORE DISMANTLING
Xxxxxxxx will provide MSO with an offer to perform the work required to
dismantle, on land, sections of offshore installations removed and brought
onshore by the Shuttle. This includes identification of and negotiations
with suitable ship yards, hiring of the foremen for and coordination of the
dismantling work, as well as provision of the waste management services
described in section I. 1.of this Agreement for the dismantling of the
sections on land.
II. COMPENSATION OF XXXXXXXX
1. For services rendered under this Agreement Xxxxxxxx will receive a
compensation in NOK (plus VAT if applicable) to be calculated as follows:
Labor
-----
Type of Work 1st Shift 2nd Shift 3rd Shift
------------ --------- --------- ---------
Onshore work 340
Inshore work 385 + 10% + 20%
Offshore work 460
MANAGEMENT AND STAFF
Shift Group 1 Group 2 Group 3 Group 4
----- ------- ------- ------- -------
Senior engineer Exp. Engineer Engineers Administration
Senior Staff Staff personnel Secretaries Junior personnel
Xxxxxxx
1st 620 560 480 410
2nd -------------------------- + 10 % ------------------------------
3rd -------------------------- + 20 % ------------------------------
2. The hourly rates for labor, management and staff will be adjusted annually
to reflect inflation.
3. In addition Xxxxxxxx will be reimbursed for the travel expenses,
accommodations, meals and any additional fees incurred from the relocation
or ordering of management personnel to locations outside the Stavanger area
during a project period.
III. FURTHER OBLIGATIONS OF THE PARTIES
1. Once Xxxxxxxx becomes involved in a certain Offshore Shuttle project the
parties will co-operate in good faith and keep each other informed about
all relevant project information. MSO therefore will to the best of its
knowledge provide Xxxxxxxx with copies of all relevant documents necessary
for Xxxxxxxx to perform the services as described in section I. of this
Agreement. Xxxxxxxx will return any of these documents to MSO 10 (ten) days
after having received a written notice by MSO to do so.
2. Xxxxxxxx guarantees to perform the services as described in section I. of
this Agreement carefully, to the best of its knowledge and each time
carefully considering the actual standards of the latest techniques.
3. Any subcontracting of services as described in section I. of this Agreement
by Xxxxxxxx needs the prior written consent of MSO. Additional costs
incurred by any subcontracted work will be invoiced separately to MSO.
There will be no xxxx-up on subcontracted work except for a management fee
of 5%.
IV. TERM AND TERMINATION
This Agreement shall be in effect for a period of five years. Thereafter this
Agreement shall renew for successive periods of one year unless terminated by
either party upon three months prior written notice.
V. MISCELLANEOUS
1. The parties may not assign any rights or delegate any duties they have
assumed hereunder without the prior written consent of the other party.
This Agreement is personal to the parties.
2. This Agreement will be governed by and construed in accordance with the
internal laws of Germany. The parties agree that any appropriate court
located in Munich will have exclusive jurisdiction of any case or
controversy arising under or in connection with this Agreement and will be
a proper forum in which to adjudicate such case or controversy. The parties
expressly consent to personal jurisdiction and venue in such courts.
3. This Agreement embodies the entire agreement of the parties hereto relating
to the subject matter hereof and supersedes all oral agreements, and to the
extent inconsistent with the terms hereof, all other written agreements.
This Agreement may not be modified, amended, supplemented or terminated
except by a written instrument executed by all parties hereto.
4. Each of the covenants and agreements herein above contained will be deemed
separate, severable and independent covenants, and in the event that any
covenant will be declared invalid by any court of competent jurisdiction,
such invalidity will not in any manner affect or impair the validity or
enforceability of any other part or provision of such covenant or of any
other covenant contained herein.
5. Captions and section headings used herein are for convenience only and are
not a part of this Agreement and will not be used in construing it.
6. This Agreement may be executed by delivery of executed signature pages by
fax and such fax execution will be effective for all purposes.
EXECUTED AS OF _______________.
XXXXXXXX
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By:
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Title:
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MSO
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By:
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Title:
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