BP Exploration & Production Inc.
and
[Insert Name of Company]
PIPELINE CROSSING OF THE FIBER OPTIC CABLE
AGREEMENT
1.
This Pipeline Crossing of the Fiber Optic Cable and Anchoring Activity Agreement
(Agreement) effective __[date]__ sets forth the terms and conditions agreed on between
__[insert name of Company]__________ (“Company”) and BP Exploration & Production
Inc. (“BP”) for the __[Pipeline Name]__Pipeline, referred to herein as the (“Pipeline”),
crossing over BP’s fiber optic cable (BOEMRE segment number 17364) within ___[Area
Name and Block Numbers]__________________, Gulf of Mexico.
2.
Construction of the Pipeline crossing of the fiber optic cable shall be in accordance with the
crossing design attached hereto as Exhibit “A” for all crossing locations. No changes shall be
made unless authorized in writing by BP. All work performed by Company hereunder shall be
(i) completed to BP’s satisfaction in accordance with the Exhibit “A”, (ii) pursuant to industry
accepted crossing techniques and procedures and the requirements of this Agreement, and
(iii) concluded on or by __[date]__.
3.
Company field personnel must notify the BP Control Contact Newt Jackson (“BPCC”) (504)
282-7790 or cell (504) 756-6004 in the event of any abnormal condition due to or resulting
from Company activity at the crossing work site. Company shall also notify BPCC when its
work vessel(s) arrive at the job site, before any field work is begun, and after all work has been
satisfactorily completed and it is preparing to leave the work site.
4.
BP may choose to mobilize an inspection team to inspect the work during the crossings or
anytime thereafter for any suspected damage.
5.
At least five (5) business days prior to the earlier of: (i) the mobilization of the vessel (if not
equipped with a helipad) or (ii) the commencement of operations in the vicinity of BP fiber
optic cable (if vessel is equipped with a helipad), Company shall notify the BPCC so that a
designated BP representative may be present to witness such activities. Company will
accommodate BP representatives on board the barge or vessel to inspect all work performed.
6.
All costs incurred by BP in connection with the activities described herein shall be borne by
Company, including reasonable costs incurred by BP for all inspection performed to ensure
compliance with the terms and conditions set forth herein.
7.
Prior to the departure of the BP representative from the work site, Company shall deliver to
such BP representative, unedited videos of all crossing operations, including, videos taken
prior to the commencement of the work, during the work and after all work has been
completed. Such videos shall demonstrate all major details of the crossing activities over the
BP fiber optic cable. Company shall also deliver to the BPCC, all "X" and "Y" coordinates, the
Pipeline crossing coordinates and other information as may be reasonably required by BP. If,
in BP’s opinion, any repairs to the BP fiber optic cable, including repairs to the coating, are
required prior to commencement of crossing activities, Company shall permit BP to make such
repairs in a manner acceptable to BP before crossing activities can proceed. If any repairs to
the BP fiber optic cable, including repairs to the coating, are required as a result of damages
to same resulting directly from Company’s crossing activities, Company shall make such
repairs in a manner acceptable to BP at the sole expense of Company.
8.
The BP representative will have access to Company’s full time communications equipment
(cellular telephone or other communication equipment if beyond cellular range) to
communicate the line crossing operations with the BPCC.
9.
Company must provide a 1-foot 6-inch minimum clearance that extends for 20 feet along the
axis of the BP fiber optic cable on either side of the proposed crossings.
10.
BP will not permit any lifting, repositioning, floating via lift bags, jetting and/or lowering of the
BP fiber optic cable without its prior written approval.
11.
Company will secure all necessary permits and approvals and, along with its employees,
representatives, agents, contractors and subcontractors, shall comply with all applicable laws,
rules, ordinances, decrees and regulations in connection with the performance of the activities
contemplated hereunder.
12.
Company will verify by video the placement and position of the Pipeline on the supporting
sandbags, concrete mattresses, or other approved material for separation over the BP fiber
optic cable. Inspections will be performed as soon as practical after the initial crossing and
again after the hydrostatic test. Specific requirements related to mattresses include:
A.
The manufacturer of mattresses used in this crossing must be specified and approved
by BP prior to installation. If concrete mattresses are placed in contact with BP fiber
optic cable, the mattresses must be installed with an anti-abrasive (Tuf-N-Nuf or BP
approved equal) between BP fiber optic cable and the concrete mattresses.
B.
If concrete mattresses are to be laid directly over the BP fiber optic cable, Company
shall also lay polyurethane mats in between the fiber optic cable and the concrete
mats to provide sufficient separation. Additionally, reflectors shall be installed at each
corner of the matted area, at mats on each side of the BP fiber optic cable at the actual
crossing and at other appropriate locations to ensure the crossing is properly oriented.
Alternate methods will be considered but must be approved by BP prior to the
beginning of the actual fieldwork.
13.
If, after the installation of the Pipeline, Company mobilizes a remotely operated vehicle (ROV)
or divers to inspect the BP fiber optic cable crossing location or to perform any repairs within
200’ of the BP fiber optic cable right of way, Company shall provide the BPCC with at least (5)
business days notice prior to the earlier of: (i) mobilization of the vessel (if not equipped with
helipad) or (ii) the commencement of such inspection or repair operations (if vessel is
equipped with helipad), so that a designated BP representative can be present on board the
barge or vessel during the periods of ROV inspection or repair.
14.
It is understood that no anchors will be used in the course of operations to install the Pipeline
as the installation vessels will be dynamically positioned. If anchors are used for vessel
positioning for later maintenance or operational issues, Company shall furnish their anchoring
procedure plans to BP prior to actual field work, allowing sufficient time for the plan’s review
and approval by BP.
15.
Company will ensure vessel anchors are equipped with pennant wires and can buoys. All
anchors will be deployed and retrieved with an anchor handling tug. This tug will be equipped
with a remote D.G.P.S. tied into the survey equipment on the construction vessel. Not
applicable if dynamically positioned vessels are utilized.
16.
All anchors will be kept a minimum of 500 feet away from the BP fiber optic cable unless a
closer distance is mutually agreed on between the Company representative and the BP
representative in writing. The decision shall be made considering wind and sea conditions,
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water depth, quality of the survey signal for positioning anchors, strength and reliability of the
satellite signal, accessibility to current pipeline maps of the area, proximity of valve
assemblies, pipeline congestion in the area, etc. BP reserves the right to approve all anchor
patterns prior to placement. Not applicable if dynamically positioned vessels are utilized.
17.
COMPANY SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS BP AND ITS
AFFILIATES,
THEIR
AGENTS,
EMPLOYEES,
OFFICERS,
DIRECTORS,
REPRESENTATIVES, INVITEES, INSURERS, CONTRACTORS, SUBCONTACTORS (OF
ANY TIER), SUCCESSORS AND ASSIGNS (THE “BP PARTIES”) FROM AND AGAINST
ANY LOSS, DAMAGE, CLAIM, SUIT, LIABILITY, JUDGMENT AND EXPENSE
(INCLUDING ATTORNEY’S FEES AND THE COSTS OF LITIGATION), AND ANY FINES,
PENALTIES AND ASSESSMENTS ARISING OUT OF INJURY, OR DEATH OF PERSONS
(INCLUDING THAT OF EMPLOYEES OF BP PARTIES, COMPANY PARTIES, AND ITS
AND THEIR CONTRACTORS OR SUBCONTRACTORS), OR DAMAGE TO OR LOSS OF
ANY PROPERTY OF THE BP PARTIES OR COMPANY PARTIES OR HARM TO THE
ENVIRONMENT, CAUSED BY, ARISING OUT OF, OR RESULTING FROM, EITHER
DIRECTLY OR INDIRECTLY, THE ACTIVITIES OF COMPANY OR ITS CONTRACTORS
OR SUBCONTRACTORS CONTEMPLATED UNDER THIS AGREEMENT, REGARDLESS
OF CAUSE AND EVEN IF AS A RESULT OF THE SOLE OR CONCURRENT
NEGLIGENCE, STRICT LIABILITY, NEGLIGENCE PER SE, OR OTHER FAULT OF THE
BP PARTIES, INCLUDING ANY PREMISES DEFECT IN ANY PREMISES OWNED OR
OPERATED BY THE BP PARTIES, WHETHER OR NOT PRE-EXISTING THIS
AGREEMENT, THE VIOLATION OF ANY MUNICIPAL, STATE OR FEDERAL STAUTE OR
THE SEAWORTHINESS OF ANY VESSEL OR THE AIRWORTHINESS OF ANY
AIRCRAFT, BUT EXCEPTING ANY INJURY, DEATH, DAMAGES OR HARM CAUSED BY
THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF BP.
18.
Company shall carry adequate insurance or shall self-insure in order to support its
indemnification obligations hereunder; provided, however, that failure to secure such
insurance coverage shall in no way act to relieve from its obligations hereunder.
Notwithstanding anything herein to the contrary, indemnification obligations under this
Agreement shall not be limited in amount or scope to coverage provided by insurance that is
required of hereunder.
19.
Company will furnish BP with an electronic set and a hard copy set of “as-built” and “profile”
drawings within 60 days after completion of the crossing contemplated herein. Both sets
should be mailed or electronically transmitted to:
Attention: Newt Jackson
BP Exploration & Production Inc.
6401 Paris Avenue
New Orleans, LA 70122
E-Mail: Newton.Jackson@bp.com
20.
If any provision of this Agreement is adjudicated or otherwise found to be against public policy,
void, or otherwise unenforceable, then such provision shall be deleted or modified, in keeping
with the express intent of the parties hereto, as necessary to render all the remainder of this
Agreement, valid and enforceable. All such deletions or modifications shall be the minimum
required to effect the foregoing.
21.
This Agreement may not be assigned by Company without the prior written consent of BP,
which consent shall not be unreasonably withheld.
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22.
No waiver by BP of any one or more defaults by Company in the performance of any provision
of this Agreement shall operate or be construed as a waiver of any future default or defaults,
whether of a like or different character.
This Agreement shall be governed by and construed in accordance with the laws of the State of
Texas, without regard to any conflicts of law provisions that might permit or direct the application of
the law of another jurisdiction.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective,
duly authorized representatives as of the day and year first above written.
(INSERT COMPANY NAME HERE)
By:
______________________________________
Name: __________________________
Title: _____________________________
BP Exploration & Production Inc.
By:
______________________________________
Name: Wayne Fletcher
Title: Attorney-in-Fact
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