COurse Offshre Cntracts Htel ICON Hustn, TX EUCI is authrized by IACET t ffer 0.8 CEUs fr the curse. EUCI is authrized t ffer 8.0 AAPL credits fr the curse. 1
Offshre Cntracts Hustn, TX Overview Offshre il and gas explratin and prductin is an extremely risky capital intensive endeavr invlving a variety f cmplex cntracts which affect every aspect f ffshre explratin, develpment, and prductin peratins. Precise and calculated allcatin f rights, respnsibilities, bligatins, liabilities, and risk is required in every cntract at every stage f ffshre explratin, develpment, and prductin. This curse will explre several aspects f select ffshre cntracts, as well as the interplay f OCSLA, General Maritime Law and cntractual chice-f-law prvisins. Thrughut the curse, the imprtance f indemnities and risk allcatin will be emphasized and the effect f BOEM and BSEE regulatins and supervisin n such cntracts will be discussed. Offshre MSA s will be the first cntract discussed, specifically their use and purpse, key terms and majr issues. Since MSA s deal mst specifically with cntractr issues, il and gas liens will als be discussed. The instructrs will then similarly discuss, in depth, and examine the critical cmpnents f ther ffshre cntracts, including purchase and sale agreements, abandnment agreements, prductin handling agreements, jint perating agreements, and license agreements fr seismic data. Sub-tpics interwven thrughut the tpics will be gverning law issues, supervisin f activities, risk f lss, and insurance. Finally, we will cnclude with a presentatin n the treatment f explratin and prductin cntracts in bankruptcy, a tpic which always seems t be timely. Wh Shuld Attend In-huse legal advisrs and cntract administratrs in cmpanies with active r prspective ffshre peratins Legal cunsel invlved in ffshre cntracting Management with ffshre prject supervisin respnsibilities Offshre prject managers Land-based il and gas industry prfessinals interested in learning mre abut ffshre peratins Offshre supprt vessel wners and peratrs Offshre suppliers, cntractrs, subcntractrs, and service prviders LEARNING OUTCOMES Attendees t this curse will: Examine the different types f ffshre cntracts Explain the use, purpse and imprtant prvisins f ffshre MSA s, drilling cntracts, purchase and sale, abandnment, unit, prductin handling, perating and farmut agreements Discuss The interplay f OCSLA, General Maritime Law, and cntractual chice-f-law prvisins Explain the imprtance f indemnities and risk allcatin Discuss an verview f BOEM and BSEE regulatins and supervisin Discuss the treatment f explratin and prductin cntracts in bankruptcy 2
Offshre Cntracts Hustn, TX Agenda Tuesday, 7:30 8:00 a.m. Registratin and Cntinental Breakfast 8:00 10:00 a.m. Offshre MSA and Lien Issues Use and purpse Which situatins are best cvered by MSA s and which are nt Key terms/issues/prvisins What yu shuld include in yur MSA s and why Cntractual chice-f-law prvisins and impact f OCSLA Indemnity What des it mean t defend, indemnify hld harmless r release? When is cntractual indemnity permitted, and when might it be prhibited by law? - General Maritime Law - Luisiana Oilfield Indemnity Act - Texas Oilfield Anti-Indemnity Act Exceptins t these exceptins Insurance Oil well liens - What abut indemnity fr grss negligence, willful miscnduct, punitive damages? enfrcement f indemnity bligatins - When is a claim fr defense and indemnity enfrceable? - Can I recver attrney s fees? - What happens if the underlying claim is settled? Additinal Insured status separate frm and in additin t the bligatin t indemnify Texas mechanics and materialmans liens The Luisiana Oil Well Lien Act Maritime liens Cntractual prtectins against liens - Addie Arvidsn, Attrney, Lper Gdwine & Ballew P.C. - Taylr Muledux, Attrney, Lper Gdwine & Ballew P.C. 3
Offshre Cntracts Hustn, TX Agenda Tuesday, (Cntinued) 10:00 a.m. 12:15 p.m. Purchase and Sale Agreements and Abandnment Agreements Identificatin f assets t be acquired and Excluded Assets Preferential rights t purchase relatinship t ther ffshre cntracts Representatins and warranties Defining the scpe Defining their length Title and envirnmental matters Timing Purchase price adjustments Indemnities and assumed liabilities relatinship t ther ffshre cntracts Abandnment agreements Imbalances Interplay with PSA and assumed liabilities - Imprtance f defining the scpe BOEM/BSEE assessments - Changes in regulatins and BOEM/BSEE plicies Cmpany assessments security requirements and credits Capacity in the bnd market use f NPI s and ORRI s - Bankruptcy cnsideratins Effective date and pst-clsing adjustments What happens at clsing? What happens pst-clsing? Transitin services 12:15 1:15 p.m. Grup Lunchen - Nick Gibbens, EnVen Energy Ventures, LLC - Paul Gdwine, Attrney, Lper Gdwine & Ballew P.C. - Hlly Thmpsn, Attrney, Lper Gdwine & Ballew P.C. 4
Offshre Cntracts Hustn, TX Agenda Tuesday, (Cntinued) 1:15 2:00 p.m. License Agreements fr Seismic Data Overview f seismic acquisitin and permitting n the OCS Prprietary nature f seismic and available legal prtectins unifrm Trade Secrets Act Cntractual prtectins The Master License Agreement and relatinship t specific data supplements General purpse and structure f the Master License Agreement Permitted disclsure f seismic data Cnsultants Prspective partners/acquirers related entities Merger/change-in-cntrl prvisins Transfer fees and buy-frward ptins Terminatin f the Master License Agreement - Taylr Muledux, Attrney, Lper Gdwine & Ballew P.C. - David Williams, EnVen Energy Ventures, LLC 2:15 3:30 p.m. Jint Operating Agreements and Prductin Handling Agreements Operating agreements Types f perating agreements utilizatin f frms Have lng legs Key prvisins - Operatr and nn-peratr duties and respnsibilities - Vting - Expenditures - AFE s - Varius kinds f peratins and distinctins - Withdrawal - Insurance and bnding - Preferential rights t purchase - AMI prvisins - Reciprcal Liens - Deepwater frm issues 5
Offshre Cntracts Hustn, TX Agenda Tuesday, (Cntinued) 2:15 3:30 p.m. Jint Operating Agreements and Prductin Handling Agreements (Cntinued) Prductin handling agreements Cncepts unique t PHA s - Prducer v. prcessr - Cnstructin and facility imprvements - Title t prductin - Cmmingling f prductin x BSEE Regulatins - Gas balancing risk allcatin Capacity and pririty f prductin Pllutin and envirnmental cncerns - Addie Arvidsn, Attrney, Lper Gdwine & Ballew P.C. - Paul Gdwine, Attrney, Lper Gdwine & Ballew P.C. - Amanda Landry, Attrney, Anadark Petrleum 3:30 5:00 p.m. treatment f E&P Cntracts in Bankruptcy Executry cntracts and unexpired leases What is an executry cntract? Why des it matter/what is the significance f such a designatin? Assumptin f an executry cntract v. rejectin f an executry cntract effects and requirements f assumptin effects f rejectin Time t assume r reject Executry Cntracts peculiar t il and gas bankruptcies Mineral leases Purchase and sale agreements Abandnment agreements unit agreements Prductin handling agreements Operating agreements Farmut agreements Drilling cntracts Other miscellaneus agreements Set-ff and recupment - Addie Arvidsn, Attrney, Lper Gdwine & Ballew P.C. - Paul Gdwine, Attrney, Lper Gdwine & Ballew P.C. - Taylr Muledux, Attrney, Lper Gdwine & Ballew P.C. - Hlly Thmpsn, Attrney, Lper Gdwine & Ballew P.C. 6
Offshre Cntracts Hustn, TX INSTRUCTORs Addie Arvidsn / Attrney / Lper Gdwine & Ballew P.C. Addie represents clients in bth the transactinal and litigatin aspects f the il and gas industry. She has significant experience in drafting and negtiating all manner f il and gas cntracts, including master service agreements, flight service agreements, time charters, cnfidentiality agreements, purchase and sale agreements, and agreements allcating plugging and abandnment liability amng the parties. She has represented clients in the acquisitin and divestiture f bth nshre and ffshre il and gas assets and advises clients n title and title curative matters. In additin, she has advised her clients in equity transactins and financings as well as crprate restructurings. Addie has substantial experience in a wide array f federal regulatry matters and fcuses her practice n bnding and financial assurance requirements fr wners and peratrs f ffshre il and gas leases mandated by the Bureau f Ocean Energy Management ( BOEM ). She has substantial experience in navigating the exemptin prcess fr supplemental bnding and in analyzing and appealing decmmissining assessments frm the Bureau f Safety and Envirnmental Enfrcement ( BSEE ). She has als litigated a variety f cntractual disputes, including indemnity claims, and has served as special cunsel t an ffshre peratr debtr-inpssessin, advising the client in all BOEM and BSEE matters. Addie s prir, first-hand experience in the il and gas and maritime industries as Directr f Administratin fr the Americas Divisin f SEACOR Marine, LLC and Directr f Business Develpment fr the Greater Lafurche Prt Cmmissin, administering Prt Furchn, prvides a unique skill set upn which her clients rely. Nick Gibbens / EnVen Energy Ventures, LLC Paul Gdwine / Attrney / Lper Gdwine & Ballew P.C. Mr. Gdwine is a sharehlder in the firm and practices primarily in the areas f il and gas acquisitins and divestitures, il and gas cntracts, il and gas title and title curative, il and gas financings, il and gas regulatry matters, il and gas litigatin, il and gas bankruptcies, il and gas service and maritime cntracts, maritime issues generally, and general cmmercial litigatin. He primarily represents independent il and gas explratin and prductin cmpanies and service riented cmpanies in a variety f matters, including Outer Cntinental Shelf Lands Act matters, BOEM/BSEE regulatry matters, and Luisiana Mineral and Energy Bard and Office f Cnservatin matters. Mr. Gdwine has als been apprved as special il and gas cunsel t trustees, debtrs-in-pssessin, and fficial cmmittees in several il and gas bankruptcies. Amanda Landry / Attrney / Anadark Petrleum 7
Offshre Cntracts Hustn, TX INSTRUCTORs (cntinued) Taylr Muledux / Attrney / Lper Gdwine & Ballew P.C. Taylr Muledux advises clients n a variety f il and gas matters and practices extensively in the areas f business and energy litigatin. His experience includes litigatin invlving envirnmental claims, mineral lease disputes, misapprpriatin f trade secrets, prductin handling disputes, il well and maritime liens, and varius ther il and gas and cmmercial issues. Taylr als cunsels clients regarding varius maritime and energy cntracts, including jint perating agreements, AMI agreements, master service agreements, and time charter agreements. Taylr s practice includes transactinal and litigatin matters invlving the licensing and use f gephysical data, bth nshre and ffshre. He has represented seismic wners and licensees in negtiating master license agreements and has handled seismic litigatin invlving breach f cntract and misapprpriatin f trade secrets. Taylr als advises clients regarding liens affecting mineral interests, particularly with respect t the Outer Cntinental Shelf, and he has given speeches n the Luisiana Oil Well Lien Act and its applicatin t ffshre prperties. Hlly Thmpsn / Attrney / Lper Gdwine & Ballew P.C. Hlly Thmpsn s practice fcuses n Oil and Gas litigatin and transactins. In her litigatin practice, she assists clients with cntractual disputes in the energy industry at bth the trial and appellate level and has served as special cunsel in several il and gas bankruptcies. Hlly has represented banks in the preservatin f interests in il and gas prperties and il and gas clients in disputes regarding prductin handling agreements, marketing agreements and master service agreements, as well as il and gas clients seeking cverage and reimbursement frm insurance carriers. In her transactinal practice, Hlly enjys assisting clients in the energy industry in varius aspects f their businesses. She primarily advises cmpanies in acquisitins and divestitures, cntracts, ffshre il and gas title, il and gas financings, and mrtgages. She als represents clients in regulatry matters invlving BOEM/BSEE, the Luisiana Mineral and Energy Bard and the Luisiana Office f Cnservatin. David Williams / EnVen Energy Ventures, LLC 8
Offshre Cntracts Hustn, TX Instructinal Methds Case studies and PwerPint presentatins will be used in this prgram. Requirements fr Successful Cmpletin f Prgram Participants must sign in/ut each day and be in attendance fr the entirety f the curse t be eligible fr cntinuing educatin credit. Credits EUCI has been apprved as an Authrized Prvider by the Internatinal Assciatin fr Cntinuing Educatin and Training (IACET), 1760 Old Meadw Rad, Suite 500, McLean, VA 22102. In btaining this apprval, EUCI has demnstrated that it cmplies with the ANSI/IACET Standards, which are widely recgnized as standards f gd practice internatinally. As a result f its Authrized Prvider membership status, EUCI is authrized t ffer IACET CEUs fr its prgrams that qualify under the ANSI/IACET Standards. EUCI is authrized by IACET t ffer 0.8 CEUs fr the curse. EUCI is authrized t ffer 8.0 AAPL credits fr the curse. EVENT LOCATION A rm blck has been reserved at the Htel ICON, 220 Main St., Hustn, TX 77002, fr the night f January 26, 2015. Rm rates are $209, plus applicable tax. Call 1-713-224-4266 fr reservatins and mentin the EUCI curse t get the grup rate. The cutff date t receive the grup rate is December 20, 2014, but as there are a limited number f rms available at this rate, the rm blck may clse sner. Please make yur reservatins early. PROCEEDINGS The prceedings f the curse will be published, and ne cpy will be distributed t each registrant at the curse. 9
Event lcatin Mail Directly T: WWW.EUCI.COM P: 303-770-8800 F: 303-741-0849 please register the fllwing Offshre Cntracts : US $995 Early bird n r befre January 16, 2015: US $895 A rm blck has been reserved at the Htel ICON, 220 Main St., Hustn, TX 77002, fr the night f January 26, 2015. Rm rates are $209, plus applicable tax. Call 1-713-224-4266 fr reservatins and mentin the EUCI curse t get the grup rate. The cutff date t receive the grup rate is December 20, 2014, but as there are a limited number f rms available at this rate, the rm blck may clse sner. Please make yur reservatins early. EUCI s E EUCI has gathered during its 26 years rganizing cnferences. Sign me up fr Energize Weekly. Hw did yu hear abut this event? (direct e-mail, clleague, speaker(s), etc.) Print Name Jb Title Cmpany What name d yu prefer n yur name badge? Address City State/Prvince Zip/Pstal Cde Cuntry Telephne Email List any dietary r accessibility needs here CREDIT CARD Name n Card Accunt Number Billing Address Billing City Billing State Billing Zip Cde/Pstal Cde exp. Date Security Cde (last 3 digits n the back f Visa and MC r 4 digits n frnt f AmEx) OR Enclsed is a check fr $ t cver registratins. All cancellatins received n r befre December 26, 2014, will be subject t a US $195 prcessing fee. Written cancellatins received after this date will create a credit f the tuitin (less prcessing fee) gd tward any ther EUCI event r publicatin. This credit will be gd fr six mnths. In case f event cancellatin, EUCI s liability is limited t refund f the event registratin fee nly. Fr mre infrmatin regarding administrative plicies, such as cmplaints and refunds, please cntact ur ffices at 303-770-8800. (201) 871-0474. EUCI reserves the right t alter this prgram withut prir ntice. 10