Version: November 2024
FIELD SERVICE CONTRACT
TERMS AND CONDITIONS
PREAMBLE
This Field Service Contract consists of this document (comprising the Preamble and the Articles); and the
following Exhibits attached hereto and made a part of this Field Service Contract for all purposes (including
any drawings, specifications, and documents referred to in such Exhibits, all of which by such reference
are incorporated into and made part of this Field Service Contract):
Exhibit A
Alaska Specific Remote Site Requirements
Exhibit B
Alaska Specific Health, Safety, and Environment Requirements
Exhibit C
Company Prohibition on Certain Substances, Items, and Activities
Exhibit C-1 Optional Drug and Alcohol Testing for Post-Accident and Reasonable Suspicion
For the purposes of clarity, any reference to “Call Off Order” in the above Exhibits means “Field Service
Contracts”.
1. DEFINITIONS
When used in this Field Service Contract, the following capitalized terms have the meanings specified in
this Article 1.
“Affiliate” means any entity (including any corporation, limited liability company, partnership, or joint
venture) controlled by, under common control with, or controlling the entity in relation to which the term
“Affiliate” is used, with “control” being defined as owning, directly or indirectly, fifty percent (50%) or
more of the assets or the outstanding shares having voting rights, or otherwise having the right, by
contract or otherwise, to control the operation, management, or policy of such entity.
“Applicable Laws” means all national, federal, state, provincial, and local laws (including statutes, decrees,
edicts, codes, orders, judgments, judicial decisions, rules, ordinances, proclamations, by-laws, regulations,
and executive orders of, and the terms of any licenses, leases, rights of way, permits, or authorizations
issued by, any local, municipal, national, or other duly constituted Governmental Authority) that are
applicable to the Work, Worksites, and the persons in relation to whom the term is used.
“Claims” means any of the following, including any combination thereof: causes of action (
in rem or in
personam
) claims, assertions, demands, allegations, proceedings, suits, losses, liabilities, fines, penalties,
costs, damages, judgments, assessments, awards and expenses, including court costs and reasonable
attorneys’ fees, and sums paid by way of settlement and compromise, and applicable interest on any of
the foregoing.
“Company” means ConocoPhillips Alaska, Inc. or its Affiliate identified as such on the first page of this
Field Service Contract.
“Company Group” means (i) Company and its Affiliates; (ii) Coventurers in relation to the Work and their
Affiliates; (iii) Company’s other contractors (other than members of Contractor Group) and their
subcontractors of any tier who are engaged directly or indirectly by Company to provide work or services
for the project to which the Work relates or are otherwise present at a Worksite during Contractor’s
performance of the Work, and their Affiliates; and (iv) the respective agents of any of the entities
addressed in (i) through (iii) above; all the foregoing being “members of Company Group”.
Version: November 2024
“Contractor” means that company, partnership, business, or legal entity identified as such on the first
page of this Field Service Contract.
“Contractor Group” means any or all of: (i) Contractor and its Affiliates; (ii) subcontractors and any of their
respective Affiliates; (iii) the respective agents of any of the entities addressed in (i) and (ii) above; all the
foregoing being “members of Contractor Group”.
“Coventurer” means any entity having an interest in a joint venture, consortium or other joint association
with Company (and being a party to the related joint operating agreement, unit operating agreement,
joint venture agreement, production sharing agreement, or other agreement governing operations) on
behalf of which the Work is being performed, and the successors and assigns of such entity.
“Governmental Authority” means the government of any country, province, region, state, or territory, or
any political subdivision thereof, claiming, having, or exercising jurisdiction over Company, any of the
members of Contractor Group, any Worksite, or the Work, including all agencies, instrumentalities, and
political subdivisions of, and entities controlled or commissioned by, such government; any judicial,
executive, legislative, administrative, police, military, or regulatory body of any government or political
subdivision thereof; and any official of any of the foregoing.
“Including”: the terms “including”, “include”, “such as”, “in particular”, and the like are deemed to be
completed by the expression “but not limited to”, and are to be construed without limitation.
“Indemnify” means indemnify, defend, release, and hold harmless; and terms such as “Indemnified”,
‘Indemnifying”, “Indemnification”, “Indemnity” and “Indemnitee” have appropriately correlative
meanings and are to be construed accordingly.
“Invitee” means (i) with regard to Company Group, any person whose presence at a Worksite is at the
invitation of Company or another member of Company Group but who is not, directly or indirectly, under
contract or subcontract with Company; and (ii) with regard to Contractor Group, any person whose
presence at a Worksite is at the invitation of Contractor or another member of Contractor Group but who
is not, directly or indirectly, under contract or subcontract with Contractor. Provided, however, that
Governmental Authorities or other persons whom a party is required by Applicable Laws to allow to enter
upon a Worksite are not considered Invitees of either party.
“Legal Fault” means negligence or other tort liability, breach of contract or warranty, strict liability,
product liability, or any failure to act in accordance with legal or regulatory requirements.
“Personal Injury” means any injury suffered by a natural person including death, sickness, ill health,
disease, mental anguish, and mental distress.
“Personnel or “personnel
”
means, in relation to an entity, such entity’s permanent, part-time, special,
seconded, contract, or temporary staff, whether its employees or otherwise, as well as (i) employees of
such entity’s Affiliates who are providing services to such entity in relation to the Work; and (ii) individuals
engaged to act for such entity in a consultancy or similar role and who work under its direct control.
“Site” means any location owned, solely or jointly, or controlled by Company or its Affiliates where any
part of the Work is to be performed.
“Work” means all elements of the activities to be performed by or on behalf of Contractor together with
everything else that may be reasonably inferred from this Field Service Contract as needing to be done by
or on behalf of Contractor in order for Contractor to fulfill all its duties, obligations, and responsibilities
under this Field Service Contract, as detailed and described in the Field Service Contract to which these
Terms and Conditions are attached.
Version: November 2024
“Worksite” means any location at which Work is performed, including each applicable Site.
2. INDEPENDENT CONTRACTOR
Contractor shall perform all Work as an independent contractor, but always in compliance with this Field
Service Contract. Contractor is fully responsible for and has exclusive direction and control of its
Personnel, and of the other members of Contractor Group and their respective Personnel, and shall
control the manner and method of carrying out the Work. Nothing in this Field Service Contract is to be
construed to create (i) between Company and Contractor the relationship of partnership; joint venture;
fiduciary and beneficiary; or principal and agent; or (ii) any relationship between Company and Personnel
of any of the members of Contractor Group and Company, including that of employer and employee, or
principal and agent. Contractor shall Indemnify the members of Company Group from and against any
and all Claims arising out of or related to this Article 2. Contractor and the other members of Contractor
Group and their respective officers, directors, and Personnel have no authority to incur any debt, liability,
or obligation, or to make any commitments, on behalf of Company for any purpose; and none of them is
to hold itself out as having such authority.
Any provision in this Field Service Contract or any document in relation thereto whereby Company or any
of its officers, Personnel, or agents would appear to have the right to direct Contractor or other members
of Contractor Group as to the manner of performing the Work is intended and is to be interpreted as
meaning that Contractor should follow the wishes of Company as regards the results to be achieved and
not the specific means whereby the Work is to be accomplished.
3. PROSECUTION OF WORK
Contractor, in a good and workmanlike manner and to the satisfaction of Company, shall furnish all
supervision, labor, equipment, materials, tools, supplies, and incidentals, except as specified herein to be
provided by Company, and do all things necessary to perform the Work required herein when and as
required by this Field Service Contract. Before starting Work, Contractor shall make a thorough inspection
of the Worksite to determine the difficulties and hazards incident to the Work. Contractor shall provide
continuous adequate protection of the Work, Company property, and adjacent property, and take all
necessary precautions for the safety of all persons at the Worksite. All Work hereunder is to be performed
by personnel experienced and highly skilled in their profession and in accordance with the highest
applicable standards of workmanship. Contractor is responsible for the professional quality, timeliness,
safety, coordination, and completeness of the Work. All materials furnished by Contractor are to be new
and of the quality and type specified. No substitutions may be made without specific prior written
approval of Company.
4. INSPECTION AND RECORDS
Company may inspect at any reasonable time the Work to determine that it is properly performed, and
Contractor shall, upon request, furnish copies of any license, permit, bond, report, certificate or other
document maintained, compiled, or required by any governmental authority for performance of Work
hereunder. Any inspection or lack of inspect by Company does not in any manner relieve Contractor of
any of its obligations hereunder. Contractor shall maintain a true and correct set of records pertaining to
all Work performed hereunder, and Company has the right to inspect or audit such records of at any
reasonable time during the term of this Field Service Contract and for a period of four years from and
after the completion of the Work. Contractor shall cooperate with Company during such inspections or
audits, and Company has the right to obtain statements from Contractor’s personnel in the course of such
inspections or audits.
Version: November 2024
5. TERMINATION
Company may terminate this Field Service Contract at any time for any reason by giving written notice to
Contractor. Contractor shall stop all Work so terminated when specified by Company. Company will pay
Contractor for all Work satisfactorily performed to the time of termination and all actual and
substantiated costs incurred by Contractor as a consequence of such termination. In no event will
Company be liable to pay any lost or unearned profit, bonus, damage, or other Claim for Work terminated
or not performed for any reason. Termination will be without prejudice to the other legal or equitable
remedies which may be available to Company.
6. PRICING
Company will pay Contractor in accordance with this Field Service Contract, for Work properly performed
under the Field Service Contract. All rates and prices set forth in this Field Service Contract (i) are fully
inclusive and provide for Contractor’s due fulfillment of all its obligations connected with the Work, as
provided herein; (ii) unless expressly provided otherwise, will remain in effect and not be subject to
change for the entire term of this Field Service Contract. Any item for which there is not a specific rate or
price, or which is not otherwise expressly identified as being separately remunerable is not chargeable to
Company but deemed to have been provided for in the rates and prices set forth herein this Field Service
Contract. Any changes to remuneration and time schedule will be set out in a written revision in the form
of a “Change to Field Service Contract.”
7. INVOICING AND PAYMENT
Invoices are to be prepared in the form and manner requested by Company and to be submitted upon
Contractor’s completion and Company’s acceptance of Work, unless otherwise directed by Company. All
invoiced amounts are to be itemized in the detail required by Company and certified by Contractor as
constituting allowable charges hereunder. Invoices for items to be reimbursed based on Contractor's
actual costs are to be accompanied by original invoices verifying payment of such costs. Where
Contractor's costs require prior approval and/or subsequent verification by Company, evidence of such
approval and/or verification and any other support document are to be submitted by Contractor with its
invoice. Conditioned upon satisfactory completion of Work, Company will pay all amounts due within
thirty (30) days after receipt of Contractor's invoice, except that if Company disputes in good faith any
amounts invoiced, Company will notify Contractor of the dispute and will withhold payment until the
dispute is resolved. The Parties are to endeavor to settle and adjust such disputed amount forthwith.
Company may set off against payments due Contractor any amount due and owing Company by
Contractor for any reason. Any payment made by Company does prevent Company from filing Caims or
prejudice its right to recover the amount of such claims however they may have arisen, including, without
limitation, any sums paid Contractor by mistake of law or of fact. Notwithstanding anything to the contrary
herein, payment to Contractor is not to be construed as acceptance or evidence of approval of the Work.
8. WORK SAFETY
Contractor is solely responsible for the work safety and industrial hygiene of any members of Contractor
Group and their respective Personnel in relation to the Work. Contractor shall comply and shall require
the other members of Contractor Group and their respective Personnel to comply with Company’s
Site/location-of-work specific Health, Safety, and Environmental ("HSE") requirements and with all
applicable Company and Contractor programs, rules, and policies, including those covering health, safety,
environmental matters, and camp and Worksite and/or Site rules and policies. Company reserves the
right to suspend Work if, in Company’s opinion, it is not safe for the Work to continue. Contractor shall
Version: November 2024
immediately report to Company any safety or environmental incident and all accidents or occurrences
resulting in Personal Injury or property damage.
9. RISK STRUCTURE
9.1
C
ONTRACTOR SHALL
I
NDEMNIFY THE MEMBERS OF
C
OMPANY
G
ROUP FROM AND AGAINST ANY AND
ALL
C
LAIMS
WITH RESPECT TO
(
I
)
P
ERSONAL
I
NJURY OF ANY OF THE OFFICERS
,
DIRECTORS
,
P
ERSONNEL
,
OR
I
NVITEES OF ANY OF
THE MEMBERS OF
C
ONTRACTOR
G
ROUP
;
(
II
)
LOSS OR DESTRUCTION OF OR DAMAGE TO ANY PROPERTY OF ANY OF THE
MEMBERS OF
C
ONTRACTOR
G
ROUP OR OF THEIR RESPECTIVE OFFICERS
,
DIRECTORS
,
P
ERSONNEL
,
OR
I
NVITEES
;
AND
(
III
)
LOSS OR DESTRUCTION OF OR DAMAGE TO ANY PROPERTY OF
C
OMPANY OR
C
OMPANY
’
S
A
FFILIATES OR SUCH
C
OVENTURERS
,
TO THE EXTENT ARISING OUT OF OR RESULTING FROM
L
EGAL
F
AULT OF ANY OF THE MEMBERS OF
C
ONTRACTOR
G
ROUP OR THEIR RESPECTIVE OFFICERS
,
DIRECTORS
,
P
ERSONNEL
,
OR
I
NVITEES
.
P
ROVIDED THAT
(A)
C
ONTRACTOR
’
S MAXIMUM LIABILITY FOR SUCH LOSS
,
DESTRUCTION
,
OR DAMAGE PURSUANT TO
(
III
)
ABOVE SHALL NOT
EXCEED
O
NE
M
ILLION
U
NITED
S
TATES
D
OLLARS
(US$
1,000,000)
PER OCCURRENCE
,
AND SUBJECT TO
C
ONTRACTOR
FULFILLING ITS
I
NDEMNIFICATION OBLIGATION IN RESPECT THEREOF
,
C
OMPANY SHALL
I
NDEMNIFY THE MEMBERS OF
C
ONTRACTOR
G
ROUP FROM AND AGAINST
C
LAIMS IN RESPECT OF SUCH LOSS
,
DESTRUCTION
,
OR DAMAGE TO THE
EXTENT THEY EXCEED
O
NE
M
ILLION
U
NITED
S
TATES
D
OLLARS
(US$
1,000,000)
PER OCCURRENCE
;
AND
(B)
THIS
A
RTICLE
9.1
SHALL NOT LIMIT ANY LIABILITY OF
C
ONTRACTOR PURSUANT TO
C
ONTRACTOR
’
S WARRANTY
-
RELATED
OBLIGATIONS UNDER
A
RTICLE
16.
9.2
C
OMPANY SHALL
I
NDEMNIFY THE MEMBERS OF
C
ONTRACTOR
G
ROUP FROM AND AGAINST ANY AND ALL
C
LAIMS WITH
RESPECT TO
(
I
)
P
ERSONAL
I
NJURY OF ANY OF THE OFFICERS
,
DIRECTORS
,
P
ERSONNEL
,
OR
I
NVITEES OF ANY OF THE
MEMBERS OF
C
OMPANY
G
ROUP
;
AND
(
II
)
THE LOSS OR DESTRUCTION OF OR DAMAGE TO ANY PROPERTY OF ANY OF THE
MEMBERS OF
C
OMPANY
G
ROUP OR OF THEIR RESPECTIVE OFFICERS
,
DIRECTORS
,
P
ERSONNEL
,
OR
I
NVITEES
,
EXCEPT AS
PROVIDED IN
A
RTICLES
9.1(
III
)
AND
9.1(B).
9.3 Consequential Loss. Neither party is liable to the other for loss of anticipated profits or for any special,
indirect, or consequential damages (“Consequential Loss”) resulting from or arising out of or occurring
in connection with this Field Service Contract and/or performance under this Field Service Contract.
9.4
General
9.4.1
E
XCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS
A
RTICLE
9
OR IN
A
RTICLE
16,
ANY
I
NDEMNIFICATION GRANTED IN THIS
A
RTICLE
9
IS TO APPLY AND BE ENFORCEABLE WITH RESPECT TO ANY LOSS
,
DAMAGE
,
P
ERSONAL
I
NJURY
,
OR
C
ONSEQUENTIAL
L
OSS WHICH ACTUALLY OR ALLEGEDLY OCCURS OR IS CAUSED
DURING OR RESULTS FROM OR ARISES OUT OF THE PERFORMANCE OF THE
W
ORK UNDER THIS
F
IELD
S
ERVICE
C
ONTRACT
(
WHETHER DIRECTLY OR INDIRECTLY IN RELATION THERETO
)
(
I
)
EVEN IF THE LOSS
,
DAMAGE
,
P
ERSONAL
I
NJURY
,
OR
C
ONSEQUENTIAL
L
OSS ACTUALLY OR ALLEGEDLY IS CAUSED BY OR RESULTS FROM NEGLIGENCE
,
BREACH OF CONTRACT OR WARRANTY
,
OR STRICT LIABILITY OF THE
I
NDEMNITEE
;
AND
(
II
)
REGARDLESS OF
WHETHER THE
C
LAIM IS BASED ON
(
A
)
COMMON LAW
,
CIVIL LAW
,
MARITIME LAW
,
OR STATUTE
;
(
B
)
CONTRACTUAL
OBLIGATIONS BETWEEN THE
I
NDEMNITEE AND ANOTHER PERSON
;
(
C
)
OPERATION OF
A
PPLICABLE
L
AWS
REQUIRING THE
I
NDEMNITEE TO MAKE A CONTRIBUTION IN RESPECT OF A
C
LAIM BY ANOTHER PERSON
;
OR
(
D
)
ANY OTHER THEORY OF LEGAL LIABILITY
.
9.4.2
The Indemnifications by Company in favor of the members of Contractor Group as
provided in this Field Service Contract include Indemnification against Claims made against any of
the officers, directors, or Personnel of the members of Contractor Group when such persons are
acting within the course and scope of their employment or engagement with and on behalf of the
respective members of Contractor Group. The Indemnifications by Contractor in favor of the
members of Company Group as provided in this Field Service Contract include Indemnification
against Claims made against any of the officers, directors, or Personnel of the members of
Version: November 2024
Company Group when such persons are acting within the course and scope of their employment
or engagement with and on behalf of the respective members of Company Group.
9.4.3
The Indemnification obligations in this Field Service Contract survive expiration or
termination of this Field Service Contract and to remain effective and binding on the parties.
10. INSURANCE
Contractor shall maintain at its expense insurance of the types and with limits of liability that
Contractor is legally obligated to maintain to comply with all Applicable Laws
11. LICENSES AND PERMITS
In connection with Contractor’s performance hereunder, Contractor is responsible for obtaining any and
all permits, licenses, certifications, and any other similar authorizations required or which may be required
by any Governmental Authority, except when Applicable Laws expressly require Company to obtain same.
12. CONFIDENTIALITY
12.1
Except as provided in Article 12.2, Contractor shall hold in strict confidence and not disclose to
any third party any technical, business, or other information received from any of the members of
Company Group or acquired from performance of the Work (collectively “
Confidential Information
”).
12.2
Contractor may only disclose Confidential Information to (i) other members of Contractor Group
who need, and (ii) to its and their respective officers, directors and personnel who need, the
Confidential Information for performance of the Work under this Field Service Contract and who are
bound by confidentiality and limited use obligations no less stringent than those in this Article 12.
Contractor is responsible for ensuring compliance with this Article 12 by all members of Contractor
Group and their respective officers, directors, and Personnel who will receive, or who might in
performance of Work discover or be exposed to, any Confidential Information.
12.3
Any information which was lawfully in Contractor’s possession without restriction on use or
disclosure prior to disclosure thereof by or on behalf of Company to Contractor, or which is or
becomes part of the public knowledge or literature from a source other than Contractor, either
directly or indirectly, is not subject to the provisions of this Article 12. Information which becomes
lawfully available to Contractor from a source other than Company is released from the provisions of
this Article 12 to the extent necessary to permit such use and disclosures as are authorized by such
source.
12.4
Contractor shall not issue any publicity or make any public announcement in relation to this Field
Service Contract without Company’s prior written approval, which Company is entitled to withhold in
its absolute discretion.
12.5
The obligations under Articles 12.1, 12.2, and 12.4 are to survive expiration or termination of this
Field Service Contract and to remain effective and binding on the parties.
13. OWNERSHIP OF WORK PRODUCT; TITLE TO WORK; NON-INFRINGEMENT
13.1.
Contractor retains ownership of all proprietary intellectual property rights owned by Contractor and
developed by it prior to the effective date of the Field Service Contract for which such intellectual
property is employed and outside of the performance of any work for Company or Company’s
Version: November 2024
Affiliates. Nothing in this Article 13 is to result in a transfer of ownership of any such proprietary
intellectual property rights.
13.2.
As used herein,
Work Product
means all results of Work and any and all documents, plans,
drawings, specifications, records, computer files, or other manifestations of efforts of any of the
members of Contractor Group, regardless of their form, howsoever created pursuant to this Field
Service Contract, including drafts. As of the date of creation of any Work Product, title thereto vests
exclusively in Company, and all copyright and other intellectual property rights in regard to any
Work Product belong exclusively to Company.
13.3.
Any and all ideas, concepts, techniques, processes, improvements, and inventions, whether
patentable or not, that are based upon Company proprietary information are solely and exclusively
the property of Company. Contractor shall promptly provide to Company a full written disclosure
of any such ideas, concepts, techniques, processes, improvements, and inventions.
13.4.
Contractor hereby grants to Company and Company’s Affiliates an irrevocable, perpetual, and
royalty-free license to use, disclose, modify, and copy Contractor proprietary intellectual property
relating to the Work Product as reasonably necessary for training or for repairing, replacing,
expanding, completing, or modifying any part of the Work Product in the ordinary conduct of
business of Company or its Affiliates. Such license includes the right for Company (a) to assign its
rights, without need for Contractor’s consent, to any purchaser of an interest in all or part of any
asset owned solely or jointly by Company and related to the Work Product; and (b) to sublicense
to any of Company’s Affiliates or Coventurers in relation to the Work Product.
13.5.
Title to the Work vests in Company progressively as the Work is performed, without prejudice to
Company’s right to reject and require rectification of any defective Work. Contractor shall (i) keep
the Work and other Property of members of Company Group free of all liens, security interests, and
other encumbrances in favor of any of the members of Contractor Group; and (ii) promptly remove
and discharge any lien, security interest, or other encumbrance filed by any of the members of
Contractor Group. Contractor warrants and guarantees that legal title to and ownership of all
constituents of the Work are free and clear of any and all liens, Claims, security interests, or other
encumbrances when title to such items passes to Company. Contractor shall Indemnify the
members of Company Group from and against any costs they may suffer in relation to such liens,
security interests, and other encumbrances, including costs of Company’s own actions to ensure
prompt removal and discharge thereof.
13.6.
Contractor shall not violate or infringe the intellectual property rights of any other person in
performance of the Work, and shall ensure that other members of Contractor Group do not do so.
C
ONTRACTOR SHALL
I
NDEMNIFY EACH OF THE MEMBERS OF
C
OMPANY
G
ROUP FROM AND AGAINST ANY
AND ALL
C
LAIMS ASSERTED BY OR ARISING IN FAVOR OF ANY PERSON FOR OR AS A RESULT OF VIOLATION
OR INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS
,
OR MISAPPROPRIATION OR MISUSE OF ANY
TRADE SECRET OR OTHER CONFIDENTIAL INFORMATION
,
ARISING OUT OF PERFORMANCE OF THE
W
ORK
OR USE OF THE
W
ORK
P
RODUCT
.
14. COMPLIANCE WITH APPLICABLE LAWS AND COMPANY POLICIES
14.1
In relation to this Field Service Contract and the performance of Work thereunder, Contractor
shall, and shall ensure that its officers, directors, and Personnel and the other members of Contractor
Group and their respective officers, directors, and Personnel, (a) comply with all Applicable Laws and
with all applicable Company rules and policies, including those with respect to (i) health, safety, and
environmental protection; (ii) business ethics; (iii) export and re-export controls; (iv) anti-bribery; and
(v) human trafficking and modern slavery; and (b) do nothing that would cause Company to be in
breach of Applicable Laws. Copies of applicable Company rules and policies will be provided to
Contractor upon request.
14.2
Contractor shall not, directly or indirectly: (i) make payments or rebates of any nature to officers,
directors, or Personnel of members of Company Group; nor (ii) favor officers, directors, or Personnel
Version: November 2024
of members of Company Group, or designees of such officers, directors, or Personnel with gifts or
entertainment of significant cost or value, or with services or goods sold at less than full market value;
nor (iii) enter into business arrangements with officers or Personnel of members of Company Group
otherwise than as such officers or Personnel are properly and duly acting in their capacity as
representatives of members of Company Group with respect to the Work.
14.3
Contractor shall comply (and shall ensure that its officers, directors, and Personnel, and the other
members of Contractor Group and their respective officers, directors, and Personnel comply) with all
Applicable Laws relating to control of exports and re-exports, and to sanctions, including the Export
Administration Regulations (EAR) maintained by the U.S. Department of Commerce, trade and
economic sanctions regulations maintained by the U.S. Treasury Department's Office of Foreign
Assets Control (OFAC), and the International Traffic in Arms Regulation (ITAR) maintained by the U.S.
Department of State. Notwithstanding anything to the contrary in this Article 14, neither Company
nor Contractor is required to meet its obligations under this Field Service Contract in a way that
violates Applicable Laws. If a license or other authorization is required by Applicable Laws for any
product, service, technology, or software used in performance of the Work or included in the
deliverables to be provided to Company, Contractor shall apply for the applicable licenses or
authorizations and make copies available to Company. Contractor will timely provide to Company
the U.S. export compliance classification number (ECCN) of any applicable services, technology, or
software provided under any Field Service Contract and similar number under Applicable Laws
relating to export control. Contractor warrants and guarantees that no part of the Work provided
under this Field Service Contract will originate from any country against which the United States or
other applicable government has imposed comprehensive economic sanctions or restrictions.
14.4
In relation to this Field Service Contract, Contractor shall not, and shall ensure that its officers,
directors, and Personnel, and the other members of Contractor Group and their respective officers,
directors, and Personnel do not, offer, pay, arrange for another person to pay, or agree to pay any
payment, gift, or other thing of value of any nature to (i) any officials, employees, or agents of any
Governmental Authority or government instrumentality; nor (ii) any political party; nor (iii) any
candidate for political office; nor (iv) any other person, including a legislative, administrative, or
judicial office (including any person exercising a public function for a public agency, a public
enterprise, or a public international organization); when such payment, gift, or other consideration
would violate Applicable Laws or the principles set forth in the Convention for Combating Bribery of
Foreign Public Officials in International Business Transactions, signed in Paris on December 17, 1997
(and without limitation, shall not perform any act which would constitute “bribery of a foreign official”
as defined in Article 1(3) of such Convention), the United States Foreign Corrupt Practices Act
(“
FCPA
”), the United Kingdom Bribery Act, or other anti-corruption legislation applicable to either
Company or Contractor. Notwithstanding that the FCPA and certain other applicable anti-bribery or
anti-corruption legislation may permit, in limited circumstances, payments called “facilitating
payments” (i.e., small payments made in order to expedite or secure the performance by a
Governmental Authority of routine actions of a non-discretionary nature, which a person is otherwise
entitled by law to receive), Contractor shall not, and shall ensure that its officers, directors, and
Personnel, and the other members of Contractor Group and their respective officers, directors, and
Personnel do not, make any “facilitating payments” in connection with the Work.
14.5
In relation to this Field Service Contract:
a.
Contractor shall be guided, and shall ensure that its officers, directors, and Personnel, and the
other members of Contractor Group and their respective officers, directors, and Personnel are
guided, by the principles and standards set forth in the
ConocoPhillips Code Of Business Ethics and
Version: November 2024
Conduct
, as it may be amended and updated from time to time (the “
Code
”). The Code is available
from Company upon request or from Company’s internet website at:
http://static.conocophillips.com/files/resources/codeofethics.htm#1
.
b.
Contractor shall immediately report to Company any known or suspected actions that are
inconsistent with the principles and standards set forth in the Code.
c.
Any lack of compliance with or violation of the principles and standards of the Code, or a violation
of Contractor’s own commensurate code of conduct, by any of the members of Contractor Group
or their respective officers, directors, or Personnel will constitute a material breach of this Field
Service Contract by Contractor.
14.6
S
UBJECT TO
A
RTICLE
9,
C
ONTRACTOR SHALL
I
NDEMNIFY
C
OMPANY AND THE OTHER MEMBERS OF
C
OMPANY
G
ROUP FROM AND AGAINST ANY AND ALL
C
LAIMS
,
RESULTING FROM ACTUAL OR ALLEGED FAILURE BY ANY OF THE
MEMBERS OF
C
ONTRACTOR
G
ROUP OR THEIR RESPECTIVE OFFICERS
,
DIRECTORS
,
OR
P
ERSONNEL TO COMPLY WITH
THIS
A
RTICLE
14.
Company has the right, at its own expense, to join in the defense of any action in
which it is made a defendant. Further, if Company reasonably believes that Contractor or any other
member of Contractor Group, or any of their respective officers, directors, or Personnel, has engaged
or will engage in improper conduct in breach of this Article 14, Company may, at its sole discretion,
suspend any further performance by Contractor; withhold further payment to Contractor; and
terminate this Field Service Contract for cause with immediate effect.
14.7
Contractor, at its expense, is responsible for fulfilling all requirements of Applicable Laws and
Governmental Authorities with regard to (i) importation of Property of members of Contractor Group
and any other items required for the due performance of the Work; and (ii) entry of officers, directors,
and Personnel of the members of Contractor Group into any country; and (iii) exportation of such
Property and other items and departure of such persons from any country; including payment of all
applicable customs duties, fees, and other applicable charges (including the cost of temporary import
bonds, stamp duty, and statistical tax). If required by Applicable Laws, Company will assist Contractor
with importation and exportation of equipment of members of Contractor Group in the name of
Company, including seeking to obtain any lawful exemption from customs duties.
15. TAXES
15.1
Contractor shall Indemnify Company and Company’s Affiliates and Coventurers from any and
all Claims made directly or indirectly against Company or any of the other members of Company
Group, or against Contractor or any of the other members of Contractor Group, by any taxing
authorities claiming jurisdiction over this Field Service Contract or the Work, in respect of:
(i) all
income, excess profit, or other taxes, charges, and imposts assessed or levied on account of earnings
of Contractor and of other members of Contractor Group; (ii) all taxes assessed or levied against or
on account of salaries or other remuneration or benefits paid by members of Contractor Group to
their officers, directors, and Personnel; (iii) all taxes, duties, and imposts assessed or levied against or
on account of any property of members of Contractor Group or of their respective officers, directors,
or Personnel; (iv) all applicable sales, use, value added, or other similar taxes assessed or levied
against or on account of the remuneration received by Contractor under the terms of this Field Service
Contract; and (v) any fines, penalties, or interest in relation to any of the foregoing.
15.2
Contractor shall make all reports and take all necessary action required with respect to such
Indemnification. Company, in the event it is required by Applicable Laws, will be entitled to withhold
and pay to the proper tax authorities any taxes, imposts, or duties levied or assessed on account of
Work performed hereunder. It is the intent of this Article that all such taxes, imposts, or duties which
Version: November 2024
accrue as a result of performance by Contractor pursuant to this Field Service Contract are exclusively
the legal responsibility of Contractor. All such applicable taxes, imposts, and duties are to be paid by
Contractor to the proper taxing authority in the manner prescribed by Applicable Laws.
15.3
Sales, use, value added, or other similar taxes, referred to in Article 15.1(iv), if any, which accrue
as a result of performance of Work by Contractor may be passed through to Company by Contractor.
Contractor is responsible, however, to make timely remittance of such taxes to the proper taxing
authority,
and Contractor shall (i) Indemnify Company and Company’s Affiliates and Coventurers
from and against any and all Claims resulting from Contractor's failure to make timely remittance
of such taxes as set forth above
; and (ii) promptly reimburse Company and Company’s Affiliates and
Coventurers for any and all such amounts they are required to pay as a result thereof. Contractor's
invoices are to show the total amount of applicable sales, use, value added, and other similar taxes
billed by Contractor.
16. WARRANTY
Contractor warrants that all Work will be accomplished in accordance with the requirements of this Field
Service Contract and will be adequate for its intended use. Contractor is responsible for the quality and
technical accuracy of all Work. If Company determines that any part of the Work is defective or deficient,
Company may give notice to Contractor requesting Contractor to remedy promptly said defect or
deficiency. Contractor shall correct said defect or deficiency promptly at its own expense.
17. FORCE MAJEURE
In the event either party is prevented from performing any of its obligations by Force Majeure, that party’s
obligations will be suspended to the extent they are prevented or impacted by Force Majeure during the
continuation thereof and during such time after cessation thereof as is necessary for such party, using all
reasonable endeavors, to recommence performance of the prevented or impacted obligations. Each party
is to bear its own costs incurred in connection with the Force Majeure occurrence and no remuneration
will be payable by Company in respect of the period of Force Majeure. The party prevented from
performing by Force Majeure shall notify the other party as soon as possible and no later than within
three (3) days of its inability to meet its obligations, specifying the cause of the Force Majeure and the
estimated extent to which the event or condition will impact performance. The party claiming a Force
Majeure event or condition shall act diligently to remove or remedy such event or condition and to
mitigate the impact thereof; and shall promptly notify the other party when such impact ceases. When
performance of this Field Service Contract is halted by reason of Force Majeure, Company may terminate
this Field Service Contract immediately upon notice to Contractor, and Contractor will only be entitled to
the portion of the price for the Work earned up to the time of such notice. For the avoidance of doubt,
delay in availability of resources required for performance of the Work attributable to any of the members
of Contractor Group, or caused by inefficiency on the part of any of the members of Contractor Group,
does not constitute an event of Force Majeure.
18. ASSIGNMENT
Contractor shall not assign or transfer this Field Service Contract or any money due under this Field Service
Contract without the prior written consent of Company.
19.
ACCESS TO COMPANY FACILITIES
Contractor will be granted the access to Company facilities required for the performance of the Work.
Company, at its sole discretion, will determine the extent to which Contractor and Contractor’s Personnel
and the other members of Contractor Group and their respective Personnel are to be allowed unescorted
movement in and around Company operations.
Version: November 2024
20. COMPANY-FURNISHED MEALS AND LODGING
For Contractor’s Personnel and other members of Contractor Group and their respective Personnel
assigned to remote areas, Company will provide meals and lodging as required for the performance of
Work. In the event that Company-furnished meals and lodging are not available, Contractor will utilize,
with prior Company approval, commercial accommodations and will be reimbursed the substantiated
reasonable actual cost thereof.
21. COMPANY-FURNISHED TRANSPORTATION
For Contractor’s Personnel and other members of Contractor Group and their respective Personnel
assigned to remote areas, Company will provide transportation as required for the performance of Work.
In the event that Company-furnished transportation is not available, Contractor will utilize, with prior
Company approval, commercial transportation and will be reimbursed the substantiated reasonable
actual cost thereof.
22. COMPANY-FURNISHED LOGISTICS SERVICES
When it is determined by Company to be in Company's best interest, the parties agree to utilize the
services of Company's Logistics Department to transport materials, supplies, and equipment to support
the Work. In the event that Company chooses to provide transportation, Company will assume full
responsibility for the loading, routing, shipment, and off-loading of said materials, supplies, and
equipment. Company will assume responsibility for any loss or damage to said material, supplies, and
equipment occurring during transportation thereof and not covered by Contractor’s insurance and will
pay transportation invoices directly. Company's Logistics Department can be contacted at 907-265-6195
or 907-263-4970.
23. SUBCONTRACTS
Contractor must obtain Company's written approval before subcontracting performance of any portion
of the Work, except with respect to reasonable utilization of contract personnel and purchases of
incidental materials. Company's approval of any subcontractor does not relieve Contractor from any of
its obligations under this Field Service Contract, and Contractor remains fully liable for (i) any defects in
Work performed by subcontractors; and (ii) subject to Article 9, acts or omissions of subcontractors, as
though such acts or omissions were committed by Contractor itself. Contractor shall ensure that each
subcontract and purchase order with any subcontractor expressly provides for Company’s unconditional
right to require assignment thereof to Company, at Company’s option, if Company terminates this Field
Service Contract or any relevant part thereof.
24. GOVERNING LAW
This Field Service Contract and the relationship of the parties hereto are governed by and to be
interpreted in accordance with the laws of the State of Alaska, without regard to principles of conflicts of
law which would permit or require the application of the laws of another jurisdiction. The parties hereby
irrevocably submit to the exclusive jurisdiction and venue of the state and federal courts of the State of
Alaska.
25.
WAIVER
Failure by Company to exercise, or delay by Company in the exercise of, any rights or remedies under this
Field Service Contract or pursuant to Applicable Laws, will not release Contractor from any warranties or
obligations contained or referred to in this Field Service Contract, or pursuant to Applicable Laws. Any
waiver by either party of a breach of any requirement of this Field Service Contract is not to be considered
as a waiver of any subsequent breach of the same, or any other, requirement of this Field Service Contract.
Version: November 2024
EXHIBIT A – ALASKA SPECIFIC REMOTE SITE REQUIREMENTS
Table of Contents
1. Definitions
2. General Provisions
3. Company Furnished Services
4. Required Use of Company Logistical Services
5. Emergency Medical Treatment and Air Evacuation Services
6. North Slope Specific Provisions
7. Alpine Specific Provisions
8. Provisions for Remote Sites Outside the North Slope
9. Participation in Responder Activities
Version: November 2024
1. DEFINITIONS
1.1
‘
Remote Site
’ shall mean all any Site in Alaska that is outside Anchorage or Fairbanks.
1.2
Capitalized terms not otherwise defined in this Exhibit shall have the meanings ascribed to
them in the Agreement.
2. GENERAL PROVISIONS
2.1
Applicability.
The terms and conditions set out in this Exhibit apply to all Work performed at
Remote Sites. Contractor shall comply, and cause all members of the Contractor Group to
comply, with the terms and conditions of this Exhibit while performing Work at a Remote Site
in connection with the Agreement or any Call-Off Order.
2.2
Work Shifts.
Contractor personnel shall perform Work at Remote Sites in accordance with
the work shifts and rotation schedules agreed upon by Company and Contractor.
2.3
Time Sheets.
Contractor shall utilize standard form time sheets approved by Company to
account for all labor hours and equipment utilization for fixed price and cost plus Work. Each
time sheet shall identify the Call-Off Order. When issued, completed field service tickets shall
be submitted to Company either daily, or upon completion of the Work. If required by the Call-
Off Order, time sheets shall also be submitted with Contractor’s invoices to substantiate all
labor hours invoiced.
2.4
Site Inspection.
Before starting Work, Contractor shall make a thorough inspection of the
Worksite and its surroundings so that it may be familiar with all conditions relative to the Work,
including, but not limited to, structures, equipment, water, excavated material, and fill.
2.5
Worksite Access.
Contractor shall comply with all Company Alaska Safety Handbook (ASH)
requirements to barricade the Worksite and take all reasonable measures to prevent
unauthorized persons from entering the Worksite, including, but not limited to, guests, spouses,
and/or children of authorized persons.
2.6
Road Use.
Contractor shall use only established roadways or construct and use only such
temporary roadways as may be authorized by Company. Where materials are transported in
the prosecution of the Work, vehicles shall not be loaded beyond the loading capacity
recommended by the manufacturer of the vehicle or prescribed by Company or any Applicable
Law. Any damage to roadways or tundra resulting from Contractor’s failure to adhere to the
requirements of this paragraph shall be promptly repaired by Contractor at its own expense
and to the satisfaction of Company.
2.7
Temporary Facilities.
Contractor shall not erect temporary facilities, including, but not limited
to, storage sheds, shops, or offices, on Company property, except with written approval of
Company. Removal and disposition of temporary facilities shall be the responsibility of
Contractor as approved by Company.
2.8
Use of Company Property.
Contractor shall confine all Work (including storage of materials)
on Company property to areas authorized or approved by Company.
2.9
Laying Out.
Contractor shall bring any questions or concerns regarding layout and locating
Work to Company attention immediately. Contractor shall verify all dimensions on drawings
before proceeding. Figured dimensions take precedent to scaling. Contractor shall
immediately report to Company any discrepancies between drawings and specifications and
site conditions and errors or omissions in drawings and specifications, and Company’s decision
Version: November 2024
shall govern. Contractor’s failure to follow these procedures shall be at its own risk and
expense.
2.10
Fire and Smoking.
Contractor shall comply with Company policies pertaining to smoking,
ignition sources, and open flames. Contractor’s violation of Company’s policies may constitute
cause to remove offenders from Company’s property.
2.11
Cleaning Up.
Contractor shall keep the Worksite free at all times from accumulation of water,
material, or rubbish resulting from Work. Upon completion of Work, Contractor shall thoroughly
clean the Work areas and remove all rubbish and waste to the satisfaction of Company.
Contractor shall manage any water accumulation in conformance with site-specific Company
policies, including, but not limited to, storm water management policies.
2.12
Alaska Hire Statistics.
Upon completion of all Work required by a Call-Off Order or upon
termination or expiration of the Agreement, whichever occurs first, Contractor shall provide,
upon request, to Company, within thirty (30) working days, statistics documenting the
percentage of Contractor’s total man-hours expended hereunder by Alaskan residents.
Company or a third party designated by Company may audit the statistics. Company may
make the audit and/or the statistics available to a third party, including the general public.
3. COMPANY FURNISHED SERVICES
3.1
Company will provide the following services for Contractor personnel engaged in performance
of Work at Remote Sites:
3.1.1
Firefighting-equipped trucks and personnel (North Slope only);
3.1.2
Ambulance service (North Slope only);
3.1.3
Medical personnel for first aid and treatment of minor medical problems;
3.1.4
Use of existing access roads between permanent facilities;
3.1.5
Snow and ice removal and other road maintenance for access roads normally used for
Company operations between permanent facilities, Worksites, and other locations
utilized in support of Work. Contractor shall be responsible for all other required snow
and ice removal.
3.1.6
Guidance on developing and implementing a waste management plan for the Work.
However, Contractor shall be solely responsible for all costs it incurs developing and
implementing its waste management plan;
3.1.7
Surveying services; and
3.1.8
Non-destructive examination (‘
NDE
’) services. A third-party NDE contractor will be
available, as required and as directed by Company. Contractor shall schedule Work
and locate welds to be x-rayed so that NDE manpower requirements will be minimized.
Contractor shall provide a written projection of weld x-ray requirements to Company at
least five (5) days in advance of such need.
3.2
If Company cannot furnish the services specified in Section 3.1 above, Contractor shall furnish
such services as required and Company shall compensate Contractor as set forth in the Call-
Off Order, or if not set forth therein, at rates mutually agreed in advance by Company and
Contractor.
Version: November 2024
4. REQUIRED USE OF COMPANY LOGISTICAL SERVICES
4.1
When it is determined by Company to be in Company’s best interest, Contractor agrees to
utilize the services of Company’s Logistics Department to transport project related materials,
supplies, and equipment, including truckable modules, to Company-designated locations. Said
locations may include, but are not necessarily limited to, Contractor’s fabrication site or
Company’s North Slope installation site.
4.2
In the event Company transportation is utilized, Company will, at its sole discretion:
4.2.1
Arrange, utilizing its preferred carrier network, for the routing, shipment, and off-loading
of project materials, supplies, and equipment, including truckable modules, from point
of origin to final destination; and
4.2.2
Pay all applicable freight invoices.
5. EMERGENCY MEDICAL TREATMENT AND AIR EVACUATION SERVICES
5.1
At Contractor Representative’s request, or if deemed necessary by Company medical
personnel, Company may arrange, on Contractor’s behalf, emergency diagnosis, treatment,
and medical air evacuation services (‘MedEvac’) for injured or ill Contractor personnel.
5.2
Contractor shall pay for all MedEvac expenses, including reimbursement to Company of any
expenses paid by Company for MedEvac of Contractor’s personnel. However, if regularly
scheduled Company aircraft are utilized, the use of such aircraft shall be at no cost to
Contractor.
5.3
Company assumes no responsibility or liability for the availability, timeliness, quality or
effectiveness of any emergency medical care or MedEvac rendered for or on behalf of any
personnel or Invitees of any member of Contractor Group or for Company’s inability to provide
medical care or medical evacuation in a timely manner. Contractor shall Indemnify Company
with respect to any Claims resulting from the medical care or MedEvac provided to personnel
or Invitees of any of the members of Contractor Group, or from a failure by Company to provide
such medical care or MedEvac.
6. NORTH SLOPE SPECIFIC PROVISIONS
6.1
Air Transportation.
For Contractor personnel performing Work at North Slope locations,
Company will provide air transportation for personnel and up to 100 pounds of personal effects
and tools per person, with a limit of 50 pounds per container, between Anchorage, or other
Alaska locations designated by Company, and Colville River Unit/Greater Moose’s Tooth Unit
(‘Alpine’) or Kuparuk River Unit (‘Kuparuk’), as required for the performance of Work. However,
Company will not provide air transportation for the following Contractor personnel:
6.1.1
personnel not directly assigned to the Work and whose time is not billable under the
applicable Call-Off Order; or
6.1.2
personnel available for Work at the North Slope without need of air transportation.
6.2
Reservations.
Contractor shall be responsible for flight reservations and completion of
Company flight reservation forms.
6.3
Non-Scheduled Transportation.
It is Contractor’s responsibility to provide air transportation
for Contractor personnel not on their regular rotation schedule. Company will endeavor to
accommodate Contractor’s non-schedule (e.g., not-regular-rotation, emergency situations,
etc.) air transportation needs between Anchorage and North Slope locations on a space
available basis using the Company-operated aircraft. However, if space on the Company-
Version: November 2024
operated aircraft is not available, or if the Company-operated aircraft itself is not available, and
Contractor utilizes other means of transportation, (i.e., commercial airlines), Company will not
reimburse Contractor for such means of transportation.
6.4
Commercial Air Transportation.
In the event Company-furnished air transportation is not
available or appropriate, and with prior Company approval, Contractor may utilize commercial
air transportation and Company will compensate Contractor in accordance with the applicable
Call-Off Order.
6.5
Helicopter Safety.
If Contractor personnel utilize helicopter transportation, Contractor is
responsible for providing its personnel with appropriate safety training for offshore helicopter
operations and survival training.
6.6
Ground Transportation.
For Contractor’s personnel utilizing Company approved commercial
air transportation to or from Deadhorse, Company will provide ground or air transportation
between Deadhorse and Kuparuk or Alpine, as available.
6.7
Meals and Lodging
6.7.1
For Contractor’s personnel assigned to the North Slope, Company will provide meals
and lodging at Alpine, Kuparuk, or Deadhorse, Alaska, as required for performance of
Work.
6.7.2
Contractor is solely responsible for billeting reservations and for completion of
Company billeting forms.
6.7.3
Storage space for personal effects is limited to available, shared, in-room space.
Personnel may store personal effects in a room only while the occupant is on location
performing Work. Personnel must remove personal effects when individuals ‘change
out’ or leave the North Slope for any reason. Company is not liable for loss of or
damage to personal effects stored or left on Company premises.
6.7.4
In the event Company-furnished meals and lodging are not available, with prior
Company approval, Contractor may utilize commercial accommodations and Company
shall compensate Contractor as set forth in the applicable Call-Off Order.
7. ALPINE SPECIFIC PROVISIONS
7.1
Contracting and Kuukpik Shareholder Hire.
Company and Kuukpik Corporation (Alpine
surface land owners) have entered into an agreement that places specific contracting
requirements for operations conducted anywhere in the Kuukpik withdrawal area (Kuukpik
Withdrawal Area, a map of which will be provided to Contractor upon request). With respect to
any Work performed in the Kuukpik Withdrawal Area, Contractor agrees to comply with all such
requirements as provided in this Section 7.
7.2
Proposals and Bids for Subcontractors
. Contractor shall make its best efforts to invite
Kuukpik Corporation (Kuukpik), any affiliate of Kuukpik, or any other entity designated by
Kuukpik that hires a significant number of Kuukpik shareholders (Kuukpik Contractors), to
make proposals or bids on all contracts that are the type of work that Kuukpik has previously
notified Company it is interested in performing. Kuukpik or Kuukpik Contractors shall receive
the strongest consideration of such contract to be performed by Contractor, if Kuukpik’s
proposal or bid is competitive. Company and Contractor shall ensure that Kuukpik or Kuukpik
Contractors are provided with a meaningful opportunity to respond to requests for proposal or
otherwise bid or propose terms, prices, and/or rates on all contracts of the types of work that
Kuukpik has previously notified Company and Kuukpik or any Kuukpik Contractor are
interested in performing. Kuukpik’s designation of an affiliate designated by Kuukpik in the
areas specified in this Section 7 may be revoked by Kuukpik at any time by a written notification
Version: November 2024
that such affiliate or entity shall no longer, as of a specified date, be considered a Kuukpik
Contractor for purposes of this Section 7; provided that such notification shall have no effect
as to contracts previously awarded or executed.
7.3
Existing Kuukpik Contractors and Areas
. Kuukpik has notified Company that Kuukpik or a
Kuukpik Contractor is interested in obtaining oilfield support services contracts or other
contracts in connection with exploration, development, production, transportation, and removal
of oil and gas for the performance of the following types of work:
7.3.1
Camp facilities;
7.3.2
Catering and camp operations;
7.3.3
Freight hauling and transportation logistics, including air freight;
7.3.4
Civil construction (including bridge construction, gravel and dirt work);
7.3.5
Gravel supply;
7.3.6
Oilfield security services;
7.3.7
Oilfield communications services;
7.3.8
Engineering;
7.3.9
Surveying and architectural services;
7.3.10 Drilling (including associated drilling services such as downhole testing, workovers,
and ball mill operations);
7.3.11 Oilfield construction services;
7.3.12 Oilfield support services; and
7.3.13 Geophysical and seismic services.
7.4
Awarding Subcontracts.
If a response to a request for proposal or bid or proposal by Kuukpik
or a Kuukpik Contractor for any subcontract within the scope of this Section 7 is deemed by
Company and Contractor, in its reasonable discretion, to be competitive with all other
responses or bids received, Kuukpik or the designated affiliate shall be awarded the
subcontract.
7.5
Definition of Competitive.
For the purposes of this Section 7 ‘competitive’ shall mean that
the Kuukpik or a Kuukpik Contractor must submit a competitive price or cost for the contracted
work, and must demonstrate that it has the applicable resources, qualifications, and experience
to perform the contracted work to Company’s and Contractor’s reasonable satisfaction in
accordance with good and acceptable oilfield practices.
7.6
De-Briefing.
In any instance where Kuukpik or a Kuukpik Contractor makes an unsuccessful
proposal or bid for a contract within the scope of this Section 7, an appropriate representative
of Contractor shall, at the request of Kuukpik, meet with a representative or representatives of
Kuukpik to explain the basis on which Contractor determined that such unsuccessful proposal
or bid was not competitive; provided, however, that Company will not disclose to Kuukpik or its
representatives any information proprietary to other contractors or the disclosure of which is
prohibited by law. At the request of Company, Company may participate in the de-briefing.
7.7
Shareholder Hire.
Where feasible, Contractor shall hire, train, and retain (a) Kuukpik
shareholders and their immediate family members; and (b) permanent Nuiqsut residents for
work hereunder that occurs in the Kuukpik Withdrawal Area, including Alpine projects and
operations. Contractor shall cooperate in good faith with Company and Kuukpik to comply with
such requirements and shall utilize all reasonable means to meet these requirements.
Version: November 2024
Contractor will notify ConocoPhillips Village Outreach when positions are available in the Alpine
area for posting in Nuiqsut. When required by Company, Contractor shall provide Company
with a statistical report, documenting the hiring, training, and retention of Kuukpik shareholders
and their immediate family members and permanent Nuiqsut residents for Work hereunder.
7.8
Application.
The terms of this Section 7 shall apply to any and all contracts entered into by
Company and Contractor for any and all exploration, development, production, transportation,
and/or removal operations in connection with oil and gas, oilfield support services, or other
Work under this Agreement, without regard to whether said contracts or work shall be awarded
by competitive bid, proposals, negotiation, sole sourcing, and international model alliance, any
other type of alliance, or any other form of contract award procedures.
8. PROVISIONS FOR REMOTE SITES OUTSIDE THE NORTH SLOPE
8.1
Air Transportation.
8.1.1
For Contractor personnel performing Work at a Remote Site that is outside the North
Slope, Company may, at its sole option, provide transportation between Anchorage, or
other locations designated by Company, and locations in the proximity of the Worksite.
8.1.2
In the event Company-furnished air transportation is not available or appropriate, and
with prior Company approval, Contractor may utilize commercial air transportation and
Company shall compensate Contractor in accordance with the applicable Call-Off
Order.
8.2
Meals and Lodging.
8.2.1
For Contractor personnel performing Work at a Remote Site that is outside the North
Slope, Company may, at its sole option, provide meals and lodging, as required for the
performance of Work.
8.2.2
In the event Company-furnished meals and lodging are not available, with prior
Company approval, Contractor may utilize commercial accommodations and Company
shall compensate Contractor as set forth in the applicable Call-Off Order.
8.3
In the event that any ambiguity or inconsistency exists between the application of this
Paragraph 9 and the provisions in Paragraphs 6, 7, or 8, Company shall issue a binding
decision as to which Paragraph applies.
9. PARTICIPATION IN RESPONDER ACTIVITIES
9.1
Responders.
Subject to the requirements set forth in this Paragraph 9, Contractor and
Company may execute a Call-Off Order that permits Contractor’s employees to participate in
Company’s fire department, spill response, or other similar activities, including drills and
training (‘Responder Work’).
9.2
No Obligation.
Contractor is not obligated to enter into a Call-Off Order for the provision of
Responder Work. Contractor is not obligated to allow its employees to perform any Responder
Work.
9.3
Call-Off Order Required.
Should Contractor desire to perform Responder Work, and have
employees willing and able to perform Responder Work, Company and Contractor may
execute a Call-Off Order for the Responder Work.
9.4
Responder Work Call-Off Orders.
A Call-Off Order for Responder Work shall include the
following provisions:
Version: November 2024
9.4.1
When an emergency announcement is made, Contractor employees assigned by
Contractor to perform Responder Work (a ‘Responder’) shall secure their assigned
Site and immediately report to their assigned response location.
9.4.2
Fire department Responders shall respond to fires, explosions, gas/oil releases,
chemical discharges, and other, similar emergencies.
9.4.3
Medical Team Responders shall respond to medical emergencies.
9.4.4
Spill response Responders shall respond to crude oil, refined hydrocarbon and
produced water spills, or other hazardous or harmful materials spills for the purpose of
initial containment, recovery, disposal, wildlife protection and other associated
incidents.
9.5
Responder Eligibility:
9.5.1
Contractor employees are eligible to perform Responder Work.
9.5.2
Only Contractor employees able to leave their assigned Site without jeopardizing
ongoing operations and the safety and health of others, including co-workers, will be
eligible to perform Responder Work.
9.5.3
Fire department Responders must reside at the Kuparuk Operations Center, the
Kuparuk Construction Camp or the Alpine Camps.
9.5.4
Contractor shall ensure that proposed Responders are eligible, capable, and willing to
participate in Responder Work.
9.5.5
Because of the special duties involved in performing Responder Work, each Call-Off
Order for Responder Work shall contain a detailed work description for each
Responder position. Company, in its sole discretion, shall determine whether a
proposed Responder meets the requirements of the detailed work description provided
in a Call-Off Order. Company shall notify Contractor’s Representative whether a
certain Contractor employee meets the detailed work description requirements, and is
therefore eligible to perform Responder Work.
9.5.6
In accordance with Article 9.4 of the Agreement, Company Representative, by written
or oral notice to Contractor, may at any time request the removal of a Responder from
performing Responder Work.
9.6
Reporting Relationships for Responder Work:
9.6.1
During Fire Department Responder Work, the Responder will report to the Company’s
Fire Chief, Assistant Chief, or an Officer of the fire department.
9.6.2
During spill response Responder Work, the Responder will report to the designated On
Scene Commander or Spill Response Team Leader.
9.6.3
During medical response Responder Work, the Responder will report to the designated
Lead Medic and/or Company Chief Officer.
9.7
Training and Drills for Responder Work:
9.7.1
If required by a Call-Off Order, Contractor shall permit Responders to attend Company-
provided and Company designated/sponsored Responder training in accordance with
Company’s schedule.
9.7.2
If required by a Call-Off Order, Contractor shall instruct Responders to participate in
Company drills (announced and impromptu) for Responder Work.
9.8
Compensation for Responder Work:
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9.8.1
For Responder Work, Company shall compensate Contractor in accordance with the
compensation and payment terms set forth in the Call-Off Order, in accordance with
the following provisions:
a.
A Responder’s billable salary or wage will not be adjusted or diminished for
participation in Responder Work; and
b.
Expenses incurred by Contractor that are directly associated with the
Responder’s travel and training for Response Work will be reimbursed at cost.
9.8.2
Safety Reporting for Incidents Relating to Responder Work.
All accidents or
occurrences resulting in injuries to Contractor’s employees or third parties, including
all OSHA-recordable injuries and illness, shall be reported to Company in accordance
with the reporting requirements set out in the Exhibit entitled ‘Alaska Specific Health,
Safety, and Environmental Requirements’ attached to the Agreement.
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EXHIBIT B – ALASKA SPECIFIC HEALTH, SAFETY, AND ENVIRONMENT
REQUIREMENTS
Table of Contents
1. Definitions
2. General Provisions
3. Life Saving Rules
4. Safety Training
5. Hydrogen Sulfide Hazards
6. Safety Data Sheets
7. Environmental Program
8. Incident/ Illness Notifications and Investigations
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1. DEFINITIONS
1.1
‘
Company
Policies
’ and
Procedures
’ means all current Health, Safety and Environmental
(‘HSE’) rules and policies endorsed by Company, including, but not limited to, the Alaska Safety
Handbook, the North Slope Environmental Field Handbook, the Alaska Waste Disposal and
Refuse Guide, the Anchorage Office Safety Handbook, Worksite specific policies, the Life
Saving Rules, and the Capital Projects Construction HSE Assurance Plan (CHAP). Company
shall make copies of all Company Policies available to Contractor upon request.
1.2
Capitalized terms not otherwise defined in this Exhibit, or defined under Applicable Law or in
Company Policies, shall have the meanings ascribed to them in the Agreement.
2. GENERAL PROVISIONS
2.1
This Exhibit establishes the minimum Health, Safety and Environmental (‘HSE’) requirements
that Contractor must observe when performing any Work at any Site in Alaska. For the
avoidance of doubt, if a conflict exists between the HSE requirements contained in this Exhibit
and HSE requirements in (i) the Agreement, (ii) Company Policies, or (iii) Applicable Law, the
most stringent HSE requirements shall apply.
2.2
Contractor agrees and acknowledges that Work is never so urgent or important that it cannot
take the time to do it safely.
2.3
Contractor agrees and acknowledges that every person at a Site has the authority to
immediately stop any or all Work if the person believes that there are risks to the health or
safety of personnel, or to the environment.
2.4
Contractor shall comply, and cause all members of the Contractor Group to comply, with all
applicable Company Policies, including, but not limited to, Worksite specific policies, while
performing Work in connection with the Agreement or any Call-Off Order.
2.5
Contractor shall comply, and cause all members of the Contractor Group to comply, with all
Applicable Laws concerning industrial hygiene and occupational safety while performing Work
in connection with the Agreement or any Call-Off Order.
2.6
Contractor shall take all necessary precautions to maintain the Site free from hazards likely to
cause injury, illness, or death to persons or damage to property and/or the environment.
2.7
Contractor personnel shall conduct regular Site inspections, and, as needed, implement Site
hazard correction procedures to ensure safe working conditions. Any Site hazard corrections
must be communicated to the Company. Company reserves the right to suspend Work if, in
Company's opinion, it is not safe for Work to continue. Such suspension shall remain in effect
until Company deems that it is safe to resume Work.
2.8
Contractor shall not have any claim against Company for compensation for lost time or
productivity due to a suspension of Work for safety reasons.
2.9
Contractor shall ensure that everyone performing Work in connection with the Agreement or
any Call-Off Order has appropriate safety equipment for performance of their duties, including,
but not limited to, personal protection equipment, fall protection, NIOSH-approved breathing
apparatus, and applicable ANSI certified eye protection, hearing protection, hard hat, seasonal
arctic weather gear, rain gear, flame-retardant clothing, and safety shoes.
2.10
Contractor shall hold daily brief informal meetings to ensure safe operations and shall also hold
regularly scheduled safety meetings for personnel at least once a week. Attendance by
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Contractor personnel is mandatory. Contractor shall keep records of its regularly scheduled
safety meetings that state the date of the meeting, who attended the meeting, and the topic of
the meeting. Contractor shall make its safety meeting records available to Company upon
request.
2.11
Contractor personnel may attend safety meetings held by Company. Contractor personnel that
attend Company safety meetings shall also attend Contractor’s daily and regularly scheduled
safety meetings.
2.12
Contractor shall have a written HSE policy endorsed by its senior management and widely
disseminated and understood by its personnel, Subcontractors, agents and suppliers.
Contractor shall comply with its written HSE policy.
3. LIFE SAVING RULES
Contractor shall ensure that it and all members of the Contractor Group, including their respective
officers, directors, personnel, and Invitees, comply with Company’s Life Saving Rules (set out fully in
Attachment 1):
4. SAFETY TRAINING
4.1
Contractor shall provide all safety training applicable to performance of Work, including training
required by Applicable Laws and Company Policies. Contractor shall document the identity of
each trained person, the date of training, and the means used to verify that the trained person
understood the training (‘Training Records’). Contractor shall maintain current Training
Records into ISNetworld, Alaska Safety Alliance, or other Company approved system or
database for Company review.
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4.2
Contractor shall ensure that its Invitees receive all safety training applicable to their Site visit,
including training required by Applicable Laws and Company Policies. Contractor shall
document the identity of each trained person, the date of training, and the means used to verify
that the trained person understood the training.
4.3
Contractor shall ensure that all Contractor personnel responsible for operating motor vehicles
on the North Slope road system receive training on the most current version of the North Slope
Driver Orientation Package. Contractor shall ensure that all Contractor personnel comply with
North Slope road rules.
4.4
Contractor shall ensure that all required certifications and training are current for equipment
operation, including cranes, commercial vehicles, and other specialized equipment. Contractor
shall ensure certifications for Contractor employees servicing halon and refrigerant containing
equipment are at the appropriate level, current, and available for audit.
4.5
Contractor shall ensure all personnel that are ‘Oil Handling Employees,’ as defined in
‘Company Oil Discharge Prevention and Contingency Plans,’ maintain adequate training.
4.6
Company may at its discretion allow Contractor personnel to participate in safety trainings
organized for Company personnel.
4.7
Contractor shall ensure that Contractor personnel are instructed in the known potential fire,
explosion, or toxic release hazards related to the Work and any processes directly related or
physically adjacent to the Work.
5. HYDROGEN SULFIDE HAZARDS
5.1
Contractor is cautioned that there are areas on the North Slope in which dangerous levels of
Hydrogen Sulfide (‘H2S’) may exist in the reservoir, wells, production lines, and processing
facilities. Where the Call-Off Order requires Work to be performed in known H2S-designated
areas, Contractor shall be responsible for conducting, administering, and fulfilling the following
H2S training and requirements:
5.1.1
All Contractor personnel shall complete initial H2S safety training, consistent with
the training specified in API RP-49 and 55. Upon request, Contractor shall provide
evidence of a Company-approved H2S training and that the training is current.
5.1.2
While performing all Work, Contractor shall follow the H2S standards set forth in
the ASH and the Company H2S Safety and Health Policy.
5.1.3
Contractor shall provide personal H2S monitors with an audible indicator all of its
employees performing work in an H2S-designated area. All monitors shall be
calibrated and maintained per manufacturer’s recommendations and in
accordance with Company’s H2S policy. All monitors shall be set to alarm at 10-
PPM H2S concentrations.
5.2
Contractor shall make itself aware, by inquiring of the Company Representative each time it
mobilizes for or begins any work at a new Site, of any other Company Site-specific guidelines
or contingency plans that may apply to the Worksite(s) and shall take such actions and
precautions as may be required.
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6. SAFETY DATA SHEETS
6.1
Prior to purchasing any chemical for use at any Site, Contractor shall provide, in accordance
with the Federal Hazard Communication Standard (29 CFR Part 1910.1200) and the State of
Alaska Hazard Communication Code (8 AAC 61.1110), a Safety Data Sheet (‘SDS’) for such
materials to the Company Representative or designee. Contractor shall properly package and
label all such materials in accordance with United States Department of Transportation
requirements set forth in 49 CFR Parts 171, 172, and 173, and with the Federal Hazard
Communication Standard and State of Alaska Hazard Communication Code mentioned herein.
6.2
In accordance with the Company’s Alaska Hazard Communication Policy, a New Chemical
Evaluation (‘NCE’) request for review of the product by Industrial Hygiene and Environmental
shall be submitted. Issuance of the NCE to Contractor or the Company Representative will
constitute approval of the chemical or hazardous materials for purchase and use. Contractor
will be notified in writing if a product is not approved for use or does not require a NCE.
6.3
Contractor is responsible for removal and disposal of all chemicals brought on to any Site,
unless Contractor has obtained prior written approval from Company to proceed otherwise.
6.4
Contractor shall comply with all Company policies regarding the handling and disposal of
hazardous and other wastes.
6.5
All hazardous and universal waste generated on a Company lease must be transferred to the
field hazardous waste collection area. Contractor is responsible for disposal of all chemicals
brought onto Company Worksites.
7. ENVIRONMENTAL PROGRAM
7.1
Contractor shall implement and maintain in force an Environmental Program (‘Program’)
appropriate for the Work location (i.e., North Slope, etc.). Upon request, the Program shall be
promptly submitted to the Company’s Environmental Coordinator and/ or Safety Specialist for
review.
7.2
At a minimum, the Program shall include:
7.2.1
A training plan which makes Contractor personnel aware of environmental and cultural
awareness issues, including, but not limited to:
a.
Compliance with Company’s Wildlife Avoidance and Interaction Plan;
b.
Solid and hazardous waste definitions, handling, and disposal requirements
under federal, state, and local laws, waste minimization techniques, and
Contractor’s waste management plan;
c.
Spill prevention and clean-up procedures and requirements, the definition of
reportable substances and reportable quantities under Applicable Laws, and
Company specific notification requirements;
d.
Land ownership and related issues (such as NPR-A restrictions);
e.
Protection of cultural resources; and
f.
For North Slope Sites, North Slope Training Cooperative training.
7.2.2
A waste management plan, which shall, at a minimum, include:
a.
Waste minimization and disposal plans specific to the Work. The plans shall
describe anticipated waste streams, volumes, generating processes, and
proposed management strategies. The plans must be reviewed in cooperation
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with the local Company Environmental Coordinator and/ or Safety Specialist for
the Worksite prior to the commencement of any Work;
b.
Provisions for properly managing unused/ surplus materials from Work to
prevent the generation of unnecessary waste;
c.
Provisions for ensuring Contractor personnel follow the requirements outlined in
the applicable Company Predator and Waste Management Plan, including
proper management of putrescible waste and food products;
d.
Measures to ensure Contractor wastes from other fields are not brought onto
any Site; and
e.
Implementation plan for participating in and complying with the North Slope
Waste Management Program including Alaska Waste Disposal and Refuse
(‘Red Book’) training, to include a provision for training an adequate number of
Contractor personnel to uphold compliance with the program.
7.2.3
If required by 40 CFR part 112 or other Applicable Laws, a stand-alone Spill
Prevention, Control, and Countermeasure Plan that, at a minimum includes:
a.
Policies and procedures in support of applicable Company Spill Prevention,
Control, and Countermeasure Plans;
b.
If Contractor is capable of storing more than 1,320 gallons of oil on a Site or
Sites, its Company Spill Prevention, Control, and Countermeasure Plan must
include an inventory of regulated containers and/ or equipment operated at each
Site. In this sub-paragraph, ‘regulated container’ and ‘regulated equipment’ shall
mean anything that (1) contains oil; (2) is not regulated by the United States
Department of Transportation; (3) has a shell capacity of 55 gallons or more; or
(4) is not permanently closed, as defined by 40 C.F.R. § 112.2.
c.
Contractor shall keep records documenting its compliance with its stand-alone
Spill Prevention, Control, and Countermeasure Plan and shall make its
compliance records available to Company upon request.
7.2.4
If applicable, a general spill prevention program, which shall, at a minimum, include:
a.
A spill prevention and spill response training program. Training shall include a
discussion of requirements under federal, state, local, and Worksite-specific spill
and release reporting laws and regulations;
b.
Provisions for compliance with all spill prevention and reporting requirements as
detailed in applicable Company policies, which include, but are not limited to, the
Spill Reporting Standard Operating Procedure, the North Slope Environmental
Field Handbook, and the Bureau of Safety and Environmental Enforcement Oil
Spill Response Plan;
c.
Provisions for compliance with Company’s Tank Integrity Management Program,
including procedures for bringing oil storage containers into the field and
maintaining proper inspection frequencies; and
d.
Provide for maintaining all required records in a retrievable form for a minimum
of five years.
7.3
General Environmental Requirements
7.3.1
Off-Pad Travel.
Contractor shall take all necessary steps to comply with Applicable
Law and Standard Operating Procedures protecting tundra from foot traffic and
damage from materials, equipment or any other objects. Contractor shall not perform
any operations off roads and pads without obtaining specific written authorization from
Company. Where applicable, Company will obtain approval from appropriate
Governmental Authorities as required by Applicable Laws. In the event of failure by
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Contractor to obtain prior authorization, or failure to follow safe operating guidelines for
minimizing potential tundra impact, Contractor shall be held responsible for any
damage to tundra and/ or environment resulting from its operations, including the cost
of repairs or restoration to the satisfaction of Company and/or Governmental
Authorities and any Claims, fines, or penalties associated with such damage.
Contractor shall ensure any personnel conducting operations on tundra participate in
Company ‘Tundra Travel Training’ prior to commencing Work. Contractor agrees to
immediately report any suspected tundra damage to Company Environmental
Coordinator. Contractor shall, if requested by Company, conduct investigations of
tundra damage incidents, in consultation with Company Environmental Coordinator.
7.3.2
Water Usage.
If Contractor will perform Work that will require use of permitted water
sources, Contractor must contact Company Environmental Coordinator in advance of
Work and provide a plan of operations, including a list of planned sources. Contractor
must adhere to the Company standard operating procedures for Permitted Water
Withdrawal and Water Withdrawal Tracking.
Contractor shall provide all Contractor equipment operators involved in water source
development and ice road construction the most current maps for the project prior to
any field operations, and shall ensure that all Contractor operators clearly understand
the required procedures.
7.3.3
Potable Water Systems.
Contractor is responsible for ensuring any facilities with
public water systems are properly registered and maintained in conformance with
Alaska Department of Environmental Conservation (‘ADEC’) requirements, and that
facilities meet any additional Company requirements (i.e. initial coliform testing) for
use.
7.3.4
Air Emissions
. As soon as possible after execution of the Agreement, Contractor is
responsible for:
a.
Providing Company an inventory of all air emitting equipment Contractor will be
using. Examples of air emitting equipment include but are not limited to: engines,
heaters, boilers, incinerators, storage tanks, painting equipment, kilns, crushers,
and sandblasting equipment.
b.
Supplying a list of all fuels to be consumed by Contractor equipment, as well as
the fuel’s sulfur content, and a list of all surface coating materials to be used
(together with the material’s SDS), and the types of abrasives to be employed if
blasting.
c.
Providing Company a copy of any ADEC-issued air permits in effect for the
equipment (applicable to sources that use the General Permits like asphalt
plants, rock crushers, soil remediation units, etc.).
d.
Maintaining records of any maintenance activities performed that may affect air
emissions from the above mentioned air emitting equipment.
e.
Ensuring that any fuel-burning equipment employed by Contractor will not
routinely emit visible smoke.
f.
Providing Company advance notice and subject of any changes to the
equipment, fuels, coating materials, or abrasives to be use, which will allow
Company the opportunity to evaluate the change(s) for applicability of NSP-
NESHAP compliance.
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8. INCIDENT/ ILLNESS NOTIFICATIONS AND INVESTIGATIONS
8.1
Adherence to Company Policies.
Contractor shall adhere to the Company incident
notification and investigation policies.
8.2
Reporting of Occupational Injuries/ Illnesses.
Immediately following an incident resulting
in injuries to Contractor personnel or third parties, including all OSHA-recordable injuries and
illnesses, Contractor shall provide a verbal report of the incident to Company Representative.
Contractor shall also work with Company Representative to provide a written report into Intelex
within twenty-four (24) hours.
8.3
Reporting of Hazards.
Immediately following the discovery of any hazards presented by the
Work, Contractor shall provide a verbal report regarding the hazard to Company
Representative. Contractor shall also provide a written report regarding the hazard to
Company Representative within twenty-four (24) hours.
8.4
I
ncident Reporting.
In accordance with the Company’s Incident Notification and Investigation
Policy, Contractor shall promptly report to Company HSE Representative through Company’s
Incident Report Database in Intelexall work-related injuries, chemical spills, halon releases,
tundra disturbances, known or suspected permit violations, and ‘near-misses’ or other
potentially serious incidents. Company shall review and, if appropriate, approve Contractor’s
incident report.
8.5
Incidents Involving Equipment.
Immediately following an incident involving Company,
Contractor, or third-party equipment, Contractor shall provide a verbal report of the incident to
Company Representative. Contractor shall also work with Company Representative to provide
a written report in Intelex of the incident within twenty-four (24) hours.
8.6
Incidents Involving Spills.
Immediately following an incident involving a spill of any volume,
including oil, chemical, and produced water spills, Contractor shall notify Company
Representative.
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ATTACHMENT 1 – LIFE SAVING RULES
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EXHIBIT C – COMPANY PROHIBITION ON CERTAIN SUBSTANCES, ITEMS, AND
ACTIVITIES
1. DEFINITIONS
As used in this Exhibit, the following terms have the meanings set out below:
‘
Company Premises
’ is used in its broadest sense and includes all land, property, buildings, parking
lots, recreation areas, drilling rigs, structures, installations, areas of embarkation or disembarkation
(such as landing areas or docks), boats, planes, helicopters, cars, trucks and other means of
conveyance owned by or leased to Company or any of its Affiliates or to contractors or their
subcontractors who are performing work for Company (e.g., seismic locations).
‘
Contractor Group Personnel
’ includes officers, directors, personnel, and Invitees of any of the
members of Contractor Group.
‘
Substance
’ includes alcohol; controlled substances; illegal drugs; prescribed and over-the-counter
medication; substances that an individual may not manufacture, distribute, dispense, possess or use
under U.S. law; and any other substances that may be introduced into the body that may alter an
individual’s mood, perception, coordination, response, performance, or judgment.
‘
Weapons
’ means any item designated, manufactured, intended, or appearing to be for use primarily
as a weapon, including sport weapons.
2. MANDATORY PROHIBITIONS
2.1. In addition to the requirements of Section 3.2 of this Exhibit, Contractor shall prohibit the
consumption, use, manufacture, dispensation, possession, distribution, promotion, provision,
purchase, sale, transportation, concealment, transfer, storage or similar transaction in or of any
Substances by Contractor Group Personnel while performing Work or while on Company
Premises, other than proper use of prescription and over-the-counter medication used in
accordance with their directions and limitations.
2.2. Contractor shall prohibit the use, manufacture, possession, transportation, purchase, sale,
storage or similar transactions in or of firearms (where it is legally permissible to prohibit
possession, storage, or transportation of firearms), explosives or other Weapons by any
Contractor Group Personnel while performing Work or while on Company Premises.
2.3. Contractor shall prohibit all Contractor Group Personnel from removing food, supplies, tools or
other Company property or the personal property of others not authorized by an appropriate
Company representative or the property's owner for removal from Company Premises.
3.
CONTRACTOR'S RESPONSIBILITIES
3.1. Contractor is solely responsible for ascertaining, maintaining, and monitoring the Substance-free
status of all Contractor Group Personnel who enter Company Premises or perform Work. If
Contractor intends to meet this obligation by means other than Substance testing, Contractor
shall so inform Company. Contractor, with at least thirty (30) days’ notice from Company, may
be required to enroll and remain an active participant in a drug testing program or consortium.
Contractor shall bear the costs of participation of Contractor Group Personnel in any Substance
abuse testing program. Contractor shall not assign any Contractor Group Personnel to the Work
(i) whom Company has previously barred from the Work; or (ii) who have violated the provisions
of this Exhibit or any other Company policy provided to Contractor.
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3.2. Contractor shall be responsible for informing all Contractor Group Personnel assigned to the
Work or entering Company Premises of Company's prohibitions pertaining to Substances and of
Company's rights under this Exhibit. Contractor shall prohibit personnel of members of
Contractor Group from reporting for duty or remaining on duty with respect to Work if they are
under the influence of any Substance which could in any way adversely affect their job
performance or their ability to perform their job safely. Contractor shall further instruct all
personnel of members of Contractor Group that they are required to obtain the information
necessary to determine whether the use of any prescribed or over-the-counter medications may
negatively affect their work performance or the ability to perform their job safely.
3.3. Contractor shall inform all Contractor Group Personnel that a person's privilege of entering onto
or remaining on Company Premises is conditioned upon such person consenting to searches of
vehicles, lockers, desks, etc., and other personal effects by Company, its designee, or
appropriate law enforcement officials. Searches will be conducted at the discretion of Company
and may utilize dogs. Searches may focus upon Substances and Substance-related
paraphernalia, but may not be limited to such items. If any of Contractor Group Personnel
chooses not to participate in a search, they will be escorted off the Company Premises and barred
from Company Premises and further involvement in the Work.
3.4. Contractor shall perform or cause to be performed all actions necessary for compliance with any
Federal, State or local laws or regulations pertaining to Substances and related issues.
3.5. If Work is covered by any Federal, State or local laws or regulations, including those listed below
and any that may be enacted after the Effective Date, Contractor shall perform all testing and
provide all education, training and other functions for all personnel of members of Contractor
Group as mandated by such laws or regulations to the extent the laws or regulations are
applicable to the Work.
DOT Anti-Drug Program for Specified Aviation Activities - currently 14 CFR §§ 61, et al
DOT Programs for Chemical, Drug & Alcohol Testing of Commercial Vessel Personnel -
currently 46CFR §§ 4, 5, 16
DOT Drug-Free Workforce Regulations - currently 48 CFR §§ 223, 252
DOT Procedures for Transportation Workplace Drug Testing Programs - currently 49 CFR §
40
DOT Control of Drug Use in Natural Gas, LNG, & Hazardous Liquid Pipeline Operations -
currently 49 CFR § 199
DOT Federal Railroad Administration, Alcohol/Drug Regulations - currently 49 CFR §§ 217,
219, 225
DOT Federal Highway Administration Controlled Substances Testing - currently 49 CFR §§
391, 394
DOT Control of Drug Use in Mass Transportation - currently 49 CFR § 653
Drug-Free Workplace Act of 1988 - 41 USC §§ 701-707
3.6. If personnel of members of Contractor Group will perform Safety-Sensitive (SS) duties (as
defined in Section 3.6.1(b) below) that are not covered by Section 3.5 of this Exhibit, Company
may require Contractor to develop or implement a Substance Abuse program or to modify its
existing program to meet Company's Minimum Requirements, including pre-employment,
random, post-accident, and reasonable suspicion Substance testing. Company may accept a
Substance Abuse program that is fully compliant with a published industry guideline (e.g., OGP,
iDATIA, IPIECA, IFDAT, etc.).
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3.6.1.
As used in this Section 3.6, ‘
Company's Minimum Requirements
’ are:
a.
Within ninety (90) days before personnel of members of Contractor Group perform
Work on Company Premises, Contractor shall conduct pre-employment testing of
all personnel assigned to perform Safety-Sensitive duties. Such pre-employment
testing may be waived if the person has a negative drug test result on record with
Contractor, and has continuously been enrolled in an acceptable random testing
program with Contractor.
b.
At least 25 percent (25%) of personnel of members of Contractor Group assigned
to or available to perform Safety-Sensitive (SS) duties must be randomly tested for
drugs and alcohol each calendar year, with testing spread reasonably over a 12-
month period.
Safety-Sensitive definition: Any position (including positions involving
construction, operations, maintenance, and emergency response functions) of
which the duties, if improperly performed, could reasonably be expected to result
in an event that would substantially and adversely impact (i) the safety of the
position holder or others, (ii) the community, or (iii) the environment.
c.
At minimum, Contractor’s drug testing panel must mirror the Department of
Transportation (DOT) test panel of cocaine, marijuana, opiates, phencyclidine, and
amphetamines (including MDMA), and Contractor must update its test panel to
correspond with any subsequent updates made by DOT. Further, to correspond
to Company testing requirements, Contractor must include alcohol testing in its
Substance Abuse program.
d.
Testing shall be conducted as specified in 49 CFR § 40, the DOT Procedures for
Transportation Workplace Drug Testing Programs, or its successor regulations.
Alternative testing methods may be used provided that: the test device is FDA-
approved; a SAMHSA-certified laboratory is used for analysis; a Medical Review
Officer (MRO) reviews all test results; and collectors are trained according to the
test device manufacturer’s recommendations.
e.
Contractor shall make all reasonable efforts to conduct (i) post-accident alcohol
tests within two (2) hours (and in any event with no more than eight (8) hours) after
any accident or incident; and (ii) post-accident drug tests within thirty-two (32)
hours after any accident or incident.
f.
Contractor shall make all reasonable efforts to conduct (i) reasonable suspicion
alcohol tests within two (2) hours (and in any event with no more than eight (8)
hours) after identifying a possible violation of this Exhibit; and (ii) reasonable
suspicion drug tests within thirty-two (32) hours after identifying a possible violation
of this Exhibit.
3.6.2.
Contractor shall allow Company or its designee to have access to Contractor's property
and program records for the purposes of auditing the records to ensure Contractor's
Substance program is in compliance with this Exhibit.
3.6.3.
Company may require, and Contractor shall provide, documentation in lieu of or in
addition to access to Contractor's property and records as noted above for the purpose
of ensuring compliance with this Exhibit.
4. COMPANY'S RIGHTS
4.1. Company reserves the right to turn over to appropriate law enforcement authorities any
Substances or Substance-related paraphernalia found on Company Premises.
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4.2. Company reserves the right to bar from Company Premises and the Work any of Contractor
Group Personnel: (i) for whom Contractor cannot establish Substance-free status to Company's
satisfaction; (ii) whose involvement with unauthorized, prohibited, illegal or controlled Substances
becomes known to Company; or (iii) who has committed a violation of this Exhibit or of any other
Company policy.
4.3. If Company notifies Contractor it has reason to believe that any of Contractor Group Personnel
is in violation of any provision of this Exhibit, Company may direct Contractor to remove such
person from the Work and Company Premises. No such person shall be permitted to return to
the Work or Company Premises until (i) such person has undergone a medical examination which
establishes to the satisfaction of Company that such person's condition was not a result of the
use of Substances; or (ii) Company has been provided with other evidence satisfactory to
Company that such person's actions were not in violation of the provisions of this Exhibit.
4.4. Company reserves the right to revise this Exhibit from time to time. Any revision to this Exhibit
will become effective thirty (30) days after the date of Company's notice to Contractor of such
revision. Contractor shall be responsible for communicating such revisions to all Contractor
Group Personnel and shall revise its own program to bring it into compliance with Company's
revised requirements. Contractor shall also review its own program from time to time, regardless
of notice from Company, so as to be continuously in compliance with Applicable Laws.
4.5. Should Contractor fail to comply with the prohibitions and the provisions of this Exhibit, such
failure shall be considered a substantial and material breach of the Agreement and the applicable
Call-Off Order.
Field Service Contract
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October 2024
EXHIBIT C-1 – OPTIONAL DRUG AND ALCOHOL TESTING FOR POST-ACCIDENT AND
REASONABLE SUSPICION
1.
DEFINITIONS
1.1
‘
Designated Employer Representative
’ shall mean a supervisor or human resources
representative appointed by Contractor who has the authority (1) to make Post-Accident
Drug and Alcohol Testing and/or Reasonable Suspicion Drug and Alcohol Testing requests
on behalf of Contractor; and (2) to receive test results.
1.2
‘
Drug and Alcohol Testing
’ shall mean Contractor’s drug and alcohol testing policies and
procedures.
1.3
‘
Post-Accident
’ shall mean Contractor’s determination that performance of its personnel
either contributed to an Accident or cannot be completely discounted as a contributing
factor to the Accident. As used herein, ‘Accident’ shall mean an incident
or accident in
connection with Contractor’s
performance of Work under an existing Call-Off Order which
directly results in a person being killed, a person receiving an injury requiring medical
treatment, beyond first aid, at the Kuparuk or Alpine clinics and/ or requiring
hospitalization, damage to the environment, or damage in excess of $50,000 to Company,
private, or public property.
1.4
‘
Reasonable Suspicion’
shall mean Contractor’s reasonable suspicion that its personnel
are not in compliance with Contractor’s DOT and non-DOT drug and alcohol policy or
policies.
1.5
Capitalized terms not otherwise defined in this Exhibit shall have the meanings ascribed to
them in the Agreement.
2.
GENERAL PROVISIONS
2.1
Applicability.
The terms and conditions set out in this Exhibit apply to all Work
performed by Contractor personnel at the Kuparuk or Alpine Fields.
2.2
Post-Accident and Reasonable Suspicion Determinations.
Contractor shall
independently make all Post-Accident and Reasonable Suspicion determinations. For the
avoidance of doubt, Company will not make, aid, or participate in any of Contractor’s Post-
Accident or Reasonable Suspicion determinations. However, Company reserves the right,
per Section 3.3 of the Exhibit entitled ‘Company Prohibition on Certain Substances, Items
and Activities’ to request removal of any Contractor personnel it suspects is in violation of
Exhibit C.
2.3
Drug and Alcohol Testing Not Mandatory.
Contractor, in its sole discretion, may
request assistance from Company to conduct Post-Accident Drug and Alcohol Testing and/
or Reasonable Suspicion Drug and Alcohol Testing. Contractor is under no obligation to
request testing assistance from Company.
Field Service Contract
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October 2024
2.4
Drug and Alcohol Testing Requests.
If Contractor does not have a certified drug and
alcohol collector on-site at the Kuparuk or Alpine Fields, Contractor may request that
Company assist with the Post-Accident Drug and Alcohol Testing and/ or the Reasonable
Suspicion Drug and Alcohol Testing on Contractor’s behalf at the Kuparuk or Alpine
clinics. Company does not guarantee or warrant that it will grant any of Contractor’s Post-
Accident Drug and Alcohol Testing requests and/ or Reasonable Suspicion Drug and
Alcohol Testing requests. Contractor acknowledges and agrees that Company can deny
Contractor’s testing requests for any reason or for no reason.
2.5
Drug and Alcohol Testing Conditions.
2.5.1 Designated Employer Representative shall make all Post-Accident Drug and
Alcohol Testing and/ or Reasonable Suspicion Drug and Alcohol Testing requests
in writing to the Kuparuk or Alpine clinic. The written request must (1) identify
the individual to be tested; (2) verify that the individual is employed by Contractor;
(3) verify that Contractor does not have a certified drug and alcohol collector on-
site at the Kuparuk or Alpine fields; (4) verify that a Post-Accident determination
consistent with the definition in Section 1.3 and/ or Reasonable Suspicion
determination has been made; and (5) verify that the individual is performing Work
on Company’s premises under an existing Call-Off Order.
2.5.2 At the time of testing, Designated Employer Representative shall provide the
Kuparuk or Alpine clinic with Contractor’s specific drug and alcohol testing forms.
Contractor’s testing forms shall identify the Designated Employer Representative
by name, address, and phone number. If applicable, the form shall also state
whether the Contractor’s DOT and/or non-DOT drug and alcohol testing policies
apply.
2.5.3 Contractor shall, at its sole cost, provide the Kuparuk or Alpine clinic with a urine
drug collection kit with packaging and shipping labels for the urine drug test.
2.5.4 The Kuparuk and Alpine clinics will not keep or store Contractor’s drug testing
forms or urine drug collection kits.
2.6
Drug and Alcohol Testing Results.
2.6.1 Breath alcohol test results will only be provided to Designated Employer
Representative. The collector shall maintain all collection records in accordance
with the DOT requirements.
2.6.2 Drug test results will be sent directly to the Designated Employer Representative
by the testing laboratory. The collector shall maintain all collection records in
accordance with the DOT requirements. Company shall not accept, maintain or
store records of the drug test results.
2.7
No Cost to Contractor
. If Company assists with Post-Accident Drug and Alcohol Testing
and/ or Reasonable Suspicion Drug and Alcohol Testing on Contractor’s behalf at the
Kuparuk or Alpine clinics, Company shall not charge Contractor a fee for these services.
Field Service Contract
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October 2024
2.8
Indemnification.
Contractor shall Indemnify each of the members of Company Group
from and against any and all Claims arising out of or related in any way to Company’s
assistance with or decision not to assist with Post-Accident Drug and Alcohol Testing and/
or Reasonable Suspicion Drug and Alcohol Testing on Contractor’s behalf regardless of
the timing or nature or style of such Claims and regardless of the identity of the claimant,
including third parties, Contractor, Contractor’s officers, directors, or personnel, and their
respective representatives, agents, heirs, beneficiaries, assigns, and family members.
