Exhibit 10.2
CONOCOPHILLIPS ALASKA, INC.
XXXXXXXX XX. XX000000
AMENDMENT NO. 03
EXTEND TERM, INCREASE NOT-TO-EXCEED VALUE AND UPDATE
COMPENSATION
This Amendment, effective as of February 1, 2003, is entered into by and between
ConocoPhillips Alaska, Inc., a Delaware corporation with offices in Anchorage,
Alaska ("ConocoPhillips"), and Profile Technologies, Inc., a corporation with
offices in Xxxxxxxx, Montana ("Contractor").
WHEREAS, ConocoPhillips and Contractor entered into Contract No. AK990156 ("the
Contract"), effective June 1, 1999; and
WHEREAS, ConocoPhillips and Contractor desire to amend the Contract to extend
term, increase not-to-exceed value and update compensation;
NOW, THEREFORE, the parties hereto agree to amend the Contract as follows:
Reference the Contract, Section I, Statement of Work:
Please delete page I-1, annotated as Amendment No. 2, and replace it
with the attached Y as Amendment No. 03, which extends the contract's
term.
Reference the Contract, Section II, Compensation and Payment Provisions:
Please delete pages II-1 and II-2, annotated as Amendment No. 2, and
replace them with the attached pages II-1 and II-2, annotated as
Amendment No. 03, which updates compensation and increases the
not-to-exceed value.
Additionally, this Contract shall reflect that effective September 12, 2002,
Xxxxxxxx Alaska, Inc. became ConocoPhillips Alaska, Inc.
Except as modified or changed herein, all terms and conditions of the original
Contract shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as
of the date and year first above written.
ConocoPhillips Alaska, Inc. Profile Technologies, Inc.
By: By:
Signature: /s/ X. X. Xxxxxxx Signature: Xxxxxx Xxxxxxxxx
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Name: X. X. Xxxxxxx Name: Xxxxxx Xxxxxxxxx
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Title: Supervisor, Contracts Title: VP Field Operations
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Date: 18 March 03 Date: April 8, 2003
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Contract No. AK99-0156
Amendment Xx. 00
XXXXXXXXXXXXXX XXXXXX, INC.
XXXXXXXX XX. XX000000
PIPE INSPECTION
This Contract, effective September 15, 1999, is entered into by and between
ConocoPhillips Alaska, Inc., a Delaware corporation with offices in Anchorage,
Alaska ("ConocoPhillips"), and Profile Technologies, Inc., a Delaware
corporation with offices in Rosylyn, New York ("Contractor").
WITNESSETH:
For the consideration set forth below, ConocoPhillips and Contractor hereby
agree as follows:
SECTION I - STATEMENT OF WORK
1. SCOPE OF WORK (11.1.1) (12/93)
Contractor, in a good, safe, environmentally sound, and workmanlike manner
and to the satisfaction of ConocoPhillips, shall furnish all labor,
materials, tools, equipment, supervision, insurance, transportation, and
incidentals, except as specified herein to be provided by ConocoPhillips,
and shall do all things necessary to provide pipe inspection, hereinafter
"Work," as further described herein. All Work shall be performed in
accordance with the terms, conditions and other requirements of this
Contract.
2. DESCRIPTION OF WORK (11.5.1)
Contractor shall provide personnel and equipment to perform inspection
services in support of ConocoPhillips' piping inspection program on the
North Slope of Alaska. Services shall be performed as requested and
directed by ConocoPhillips.
3. CONTRACT TERM (12.5.2) (5/93)
This Contract shall be effective as of the day and year first above written
and shall expire on January 31, 2005.
4. XXXXXXXX-FURNISHED TRANSPORTATION FOR NORTH SLOPE LOCATIONS
(14.10.1) (5/93)
a. Air Transportation
For Contractor personnel performing Work at Alaska North Slope
locations, ConocoPhillips will provide air transportation for
personnel and up to 100 pounds of personal effects and tools per
person, with a limit of 70 pounds per container, between Anchorage or
other Alaska locations designated by ConocoPhillips, and Kuparuk, as
required for the performance of Work. However, ConocoPhillips will not
provide air transportation for the following Contractor personnel:
i. Personnel not directly assigned to the Work and whose time is not
billable hereunder; or
ii. Personnel available for work at the North Slope without need of
air transportation.
X-0
Xxxxxxxx Xx. XX00-0000
Xxxxxxxxx No. 03
SECTION II - COMPENSATION AND PAYMENT PROVISIONS
1. COMPENSATION (20.1.1) (7/85)
Contractor shall be compensated as set forth herein for Work performed in
accordance with this Contract. Said compensation shall constitute payment
in full for performance of Work, for all responsibilities and obligations
of Contractor under this Contract, for all loss or damage arising out of
performance of Work, and for all risks of every description connected with
the Work, except as may be otherwise expressly provided in this Contract.
2. PRICES, FIXED RATES AND REIMBURSABLE COSTS (20.15.1) (7/94)
ConocoPhillips shall compensate Contractor for goods and services
satisfactorily delivered or performed and accepted by ConocoPhillips by
payment of Prices, Fixed Rates and Reimbursable Costs set forth herein.
Prices, Fixed Rates and Reimbursable Costs shall constitute payment in full
for all of Contractor's costs of whatever nature and profit for
accomplishing the Work, including, but not limited to, all costs of labor,
supervision, facilities, equipment, materials, supplies, taxes, insurance,
overhead, and general and administrative expenses.
The following costs shall not be Reimbursable Costs hereunder:
i. Costs not expressly identified as Reimbursable Costs herein;
ii. Any costs which Contractor fails to demonstrate have been incurred in
the performance of Work;
iii. Any costs which Contractor fails to substantiate as reasonable by
application of established Contractor operating procedures or
policies, generally accepted industry practices or Contract terms and
conditions; and
iv. Any costs incurred without advance approval by ConocoPhillips when
such approval is required by this Contract.
Except as otherwise expressly provided herein, Prices and Fixed Rates shall
remain firm for all Work performed hereunder.
3. PAYMENT SCHEDULE (20.35.1) (8/94)
The following provisions shall apply to all costs and charges invoiced
hereunder:
3.1 Contractor's Rates
i. Mobilization/Demobilization of personnel and equipment at actual
cost as documented by receipts.
ii. $850 for each pipe when ConocoPhillips truck is used, and $870
for each pipe when Contractor truck is used.
iii. Standby charge of $940 per crew per shift if access to the piping
is not possible due to weather or other events that are beyond
the control of Contractor's personnel. No standby will be charged
if inspection is not possible due to Contractor's equipment
malfunction.
iv. Drillsite Flow Line Inspection @ $3,500/shift.
XX-0
Xxxxxxxx Xx. XX00-0000
Xxxxxxxxx No. 03
3.2 Contract Value
The maximum amount payable by ConocoPhillips under this Contract, for
all the Work performed hereunder, is set forth below:
Not to Exceed Value: $2,000,000
Contractor shall notify the ConocoPhillips Representative or his
designee when Work charges totaling 75% of the Not to Exceed Value
have been reached.
Contractor is not authorized to incur, and ConocoPhillips shall not be
obligated to pay, in excess of the "Not to Exceed Value" set forth
above without prior written approval by ConocoPhillips. Such
ConocoPhillips approval shall be in the form of a written amendment to
this Agreement.
3.3 Third Party Materials, Supplies and Equipment, Purchased or Rented
The actual, reasonable cost with no xxxx-up of materials, supplies and
equipment purchased or rented from third parties (not including
Contractor's affiliates, subsidiaries, parent company or any other
related party), approved by ConocoPhillips, shall be Reimbursable
Costs hereunder:
i. Less any applicable discounts;
ii. Plus applicable sales and related taxes; and
iii. Freight, at cost.
3.4 Air Transportation for North Slope Locations
If ConocoPhillips-furnished air transportation is not provided, the
actual, reasonable cost, with no xxxx-up, of coach class air
transportation for the most direct available route between Anchorage
or other ConocoPhillips designated location(s) and Deadhorse for
Contractor's personnel directly assigned to the Work shall be
Reimbursable Costs, subject to the following conditions:
i. All commercial air travel must have prior ConocoPhillips
approval;
ii. Contractor shall be responsible for its commercial reservations
and ticket purchases; and
iii. Charges for travel related to both ConocoPhillips and other
clients shall be prorated on an equitable basis.
3.5 Travel and Temporary Living Expenses
Except as may be stipulated herein for remote and North Slope
ConocoPhillips locations, the actual reasonable costs, with no
xxxx-up, of travel and temporary living expenses paid by Contractor to
its employees directly assigned to the Work, during the time they are
on business travel or temporary assignment in furtherance of the Work,
shall be Reimbursable Costs subject to the following conditions:
i. The purpose for which such expenses are incurred must have prior
ConocoPhillips approval;
ii. ConocoPhillips-furnished transportation, meals and/or lodging
must not be reasonable available;
II-2
Contract No. AK99-0156
Amendment No. 03
