EXHIBIT 10.37
CONTRACT NO 99
SERVICE RENDERING ON ACCEPTANCE, TRANSPORTATION, TREATMENT,
TEMPORARY STORAGE AND METERING OF OIL
Nyagan - Khanty-Mansiysk January 26, 2001
This contract for service rendering on acceptance, transportation, treatment,
temporary storage and metering of oil (hereinafter referred to as "Contract") is
entered into by and between Open Joint Stock Company "TNK-Nyagan", represented
by Director General ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Kudinov, acting pursuant to its Charter,
hereinafter referred to as "Contractor", on the one hand, and Open Joint Stock
Company "Khantymansiyskneftegasgeologia", represented by Director General ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, acting pursuant to its Charter, hereinafter referred to as
"Customer".
1. SUBJECT
1.1. The Contractor shall render services on acceptance, treatment and
transportation of oil up to the boundary of Contractor's area of responsibility
as well as metering and delivery to AK "Transneft", and the Customer shall pay
for such services under the terms and conditions provided for herein.
1.2. Oil delivered to the Contractor pursuant to item 1.1 hereof is the
property of the Customer.
1.3. The Customer shall submit to the Contractor:
1.3.1. Crude oil delivery annual plan with breakdown into months, Annex 1.
1.3.2. Well operating practices - before the 1st day of the next month.
1.4. The Customer shall notify the Contractor of all the changes in the
amount of oil scheduled for delivery not later than 5 days before the beginning
of a month of service rendering.
1.5. In emergency situations either at the facilities of the Customer or
at the facilities of the Contractor, acceptance of oil shall be accomplished in
the amount agreed upon between the parties.
1.6. In the event that stock-tank oil delivered through the Contractor's
oil metering unit to AK Transneft does not correspond by quality to item 1.10.
hereof, the Contractor shall attribute the amount of the substandard oil to the
Customer proportionally to the Customer's amount of oil and shall not invoice
the Customer for such amount.
1.7. Contractor's crude oil acceptance point is the Customer's oil
metering unit (OMU) in Kamennoye field. The boundary of the area of
responsibility is the Customer's pipeline tie-in point into the pipeline of the
Contractor (a companion flange on the valve assembly from the side of the
Contractor of the exploratory well #54 in Kamennoye field).
1.8. Crude oil quality. Crude oil should not contain any chemical products
(compounds) that are forbidden for use during oil production and transportation
according to the RF MFE Order No 440 dated 23.12.97 and RD 153-39-026-97
"Requirements to the chemical products, which ensure their safety use in the oil
industry. Requirements to the chemical products, the rules and procedures of
their use during oil production and transportation".
1.9. Stock-tank oil delivery point to AK Transneft: Contractor's oil
metering unit - OMU No 553 or OMU No 530 Pumping Station "Krasnoleninskaya".
1.10. Quality of stock-tank oil shall be in compliance with GOST 9965-76
and TS ▇▇-▇▇▇▇-▇▇ "Russian exported oil. Technical specifications".
2. CRUDE AND STOCK-TANK OIL DELIVERY AND ACCEPTANCE
2.1. Oil acceptance, metering, treatment, transportation and delivery
shall be performed in compliance with "Regulations on commercial oil metering in
oil producing companies", 1995,
"Nefteavtomatika", "Instructions on oil metering units in oil producing
companies" RD 39-30-627-81, 1981, MNI.
2.2. The Customer shall deliver crude oil to the Contractor through the
Contractor's oil metering unit on a monthly basis proceeding from the amounts
specified in Annex No 1.
2.3. Oil metering unit specified in item 2.2. hereof shall correspond to
the requirements of "Regulations on commercial oil metering in oil producing
companies", 1995, "Nefteavtomatika".
2.4. The Contractor shall have the right to exercise metrological control
over the condition of the metering instruments and Customer's compliance with
operating practices.
2.5. Delivery of stock-tank oil prepared for the transportation to AK
Transneft shall be performed by the Contractor at the oil metering unit No
553 or No 530 by preparing three times a month, quarterly a delivery
acceptance act signed by the Customer and Contractor.
2.6. The Contractor may impose temporary restrictions on oil acceptance
and treatment as agreed with the Customer by notifying the Customer (telephone
message) of the time, reason and duration of such restrictions.
2.7. Storage of oil not stipulated by the technological process shall be
executed by a separate act, which shall specify storage time.
3. OBLIGATIONS
3.1. Obligations of the Customer:
3.1.1 The Customer shall arrange for the operation of oil metering unit in
accordance with the project documentation and instruction for the use of oil
metering unit.
3.1.2. The Customer shall apply the metering instruments for oil metering
unit, which have passed the state metrological certification.
3.1.3. The Customer shall have a technical passport and act of inspection
of measuring device serviceability.
3.1.4. The Customer shall immediately notify the Contractor of all the
changes occurred in the operating mode of the oil-gathering collector.
3.1.5. The Customer shall promptly eliminate the violations discovered by
the Contractor during the inspection of oil metering unit operation and
equipment operating practices.
3.1.6. The Customer shall make payment for the Contractor's services,
namely acceptance, storage, treatment, transportation and delivery of oil to AK
Transneft within the agreed time frame and on the basis of the Contractor's
invoices.
3.1.7. The Customer shall deliver crude oil to the Contractor in
accordance with the terms of this Contract.
3.2. Obligations of the Contractor:
3.2.1. The Contractor shall accept crude oil from the Customer within the
agreed amount and time frame.
3.2.2. The Contractor shall ensure that the delivered oil has been treated
according to GOST-9965-76 and TS ▇▇-▇▇▇▇-▇▇ "Russian exported oil. Technical
specifications."
3.2.3. The Contractor shall ensure that the oil delivered by the Customer
has been reliably determined by quality and quantity, the data has been recorded
and stored in the database. The Contractor shall also issue a passport of
quality prepared in the established form.
3.2.4. The Contractor shall make a bilateral act jointly with the Customer
on the oil accepted for treatment and oil that has been treated.
3.2.5. The Contractor shall deliver oil to AK Transneft in the amount
accepted from the Customer by deducting normative technological losses occurring
during the treatment and transportation fixed for year of 2000 and approved by
Gosgortechnadzor. Normative technological losses approved by Gosgortechnadzor
for the Customer and Contractor for the year of 2001 shall be applicable from
the moment of their approval.
3.2.6. Three times per month on a quarterly basis and in accordance with
the requirements of AK Transneft, the Contractor shall issue to the Customer a
delivery and acceptance act in regard to the oil metering units No 553 or No
530 in accordance with the amount of treated and delivered oil.
4. PAYMENT PROCEDURES
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4.1 The cost of the services rendered under this Contract shall be
determined by the Contract price established by the Contractor and executed in
the form of the Contract price agreement protocol (Annex 2). The price of the
services should not be less than the cost of oil treatment and storage during
the technological process and oil transportation and delivery to AK Transneft.
The cost of the services shall be determined for the current quarter and shall
be presented to the Customer for approval not later than 20 days before the
beginning of the quarter.
4.2. Additional services (including oil storage), which are not connected
with oil treatment and transportation, are subject to the additional payment on
the basis of the bilateral acts. The cost of services shall be determined by the
Contract price.
4.3. The Customer shall make payment to Contractor's settlement account in
the amount of 100% of the cost of the monthly-approved scope of services before
the 1st day of the month preceding the rendering of services.
4.4. Before the 15th day of each month the Contractor and the Customer
shall sign an act of mutual settlements for the services rendered to the
Customer by the Contractor.
5. LIABILITY
5.1. All disputes arising from the Contract shall be settled by
negotiations. Should no agreement be reached in the course of negotiations, all
disputes arising from this Contract shall be settled in the KMAO Court of
Arbitration.
5.2. In the event that the Customer fails to make payments in the time
frame specified in item 4.3. hereof, the penalty in the amount of 0,1% shall be
imposed on the outstanding amount for each day of delay, however, the amount of
penalty should not exceed more than 10% of the outstanding amount irrespective
of the time frame for which the penalty was imposed.
5.3. In the event of the Customer's delay to make payment for the
Contractor's rendered services within more than 30 days, the Contractor shall be
entitled to compensate for the cost of rendered services by withholding the
amount of stock-tank oil at the price equal to that of OAO TNK-Nyagan. In such
case the Contractor shall promptly (within 2 days) notify the Customer.
5.4. In the event of violations of the obligations under this Contract in
regard to the technological process, the party at fault shall pay damages to the
affected party in accordance with the requirements of Regulations.
6. FORCE-MAJEURE
6.1. The parties shall be liable for non-fulfillment or improper
fulfillment of the obligations under this Contract, if not proved that the
proper fulfillment was impossible due to force-majeure events that arose after
signing the Contract in the place of its execution. Such force-majeure events
include without limitation restrictive legal acts issued by the legislative and
executive bodies, wars, strikes, fires, floods, earthquakes, civil disturbances,
explosions, epidemic, hostilities, acts of civil disobedience and sabotage.
6.2. The party that claims force-majeure events shall notify the other
party of such events in writing within 30 calendar days after the date when it
became known to such party that force-majeure events occurred. The notification
shall include the description of force-majeure and how it can affect the
execution of the Contract.
6.3. Any party that claimed the occurrence of force-majeure shall promptly
submit the proper evidence that confirm the occurrence of force-majeure.
6.4. In the event that force-majeure circumstances last more than 3
months, each party shall be entitled to terminate this Contract.
6.5. After the force-majeure ceases to affect the execution of this
Contract, the party that claimed force-majeure shall notify the other party in
writing of how the mentioned force-majeure event altered the performance of the
Contract.
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7. VALIDITY
7.1. The Contract comes into effect after its signing by the authorized
representatives of the parties and shall be valid until December 31, 2001
inclusive and payment terms shall be valid until they are fulfilled in full.
7.2. Each party shall be entitled to terminate the Contract independently
by notifying the other party in writing within 45 days before the date of
termination.
8. MISCELLANEOUS
8.1. In the events that are not stipulated by this Contract the parties
shall be governed by applicable RF Law.
8.2. All Annexes and Amendments to this Contract are an integral part of
this Contract.
8.3. The Contract is made in two original copies, one copy for each party.
Both copies have equal legal effect.
9. ANNEXES.
9.1. Integral parts of the Contract are:
9.1.1 Annex No 1 - Schedule of crude oil delivery to the Contractor within
a year (with a breakdown into months) - 1 page.
9.1.2 ▇▇▇▇▇ ▇▇ ▇ - ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ price agreement.
10. LEGAL ADDRESSES
CUSTOMER: CONTRACTOR:
628002 Tyumen region, KMAO, OAO "TNK-Nyagan" 627790 ▇▇▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇ region, Nyagan, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇ bld.1
11. SIGNATURES.
CUSTOMER: CONTRACTOR:
▇.▇. ▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇
ANNEX NO 1
TO CONTRACT NO
DATED NOVEMBER, 2000
SERVICE RENDERING ON ACCEPTANCE, TREATMENT,
TRANSPORTATION, TEMPORARY STORAGE AND METERING
OF OIL
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SCHEDULE
DELIVERY OF CRUDE OIL
------------------------------------------------------------------------
MONTH PRODUCTION, T TECH. LOSSES, T DELIVERY TO TRUNK
PIPELINE, T
------------------------------------------------------------------------
January 10000 84 9916
------------------------------------------------------------------------
February 12000 101 11899
------------------------------------------------------------------------
March 19000 160 18840
------------------------------------------------------------------------
1 quarter 41000 344 40656
------------------------------------------------------------------------
April 21000 176 20824
------------------------------------------------------------------------
May 23000 193 22807
------------------------------------------------------------------------
June 23500 197 23303
------------------------------------------------------------------------
2 quarter 67500 567 66933
------------------------------------------------------------------------
July 25000 210 24790
------------------------------------------------------------------------
August 27000 227 26773
------------------------------------------------------------------------
September 28000 235 27765
------------------------------------------------------------------------
3 quarter 80000 672 79328
------------------------------------------------------------------------
October 30000 252 28748
------------------------------------------------------------------------
November 32000 269 31731
------------------------------------------------------------------------
December 34000 286 33714
------------------------------------------------------------------------
4 quarter 96000 809 95194
------------------------------------------------------------------------
Per year 284500 2390 282110
------------------------------------------------------------------------
CUSTOMER: CONTRACTOR:
▇.▇. ▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇
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