APPENDIX A
MODEL DOCUMENT FOR THIRD-PARTY GUARANTEES
The MMS developed
the following model third-party indemnity agreement. Executing this document will meet the
requirements of 30 CFR 256.57 for a third-party guarantee. You may execute this document
or you may modify the document. If you choose to modify this document MMS will review your
modifications and will allow you to use the modified document if MMS determines that the
modified document meets all of the requirements of 30 CFR 256.57. |
THIRD-PARTY
INDEMNITY AGREEMENT
This THIRD-PARTY INDEMNITY AGREEMENT, made
and entered into this (day) day of (month) , (year), by
(Guarantor Company Name) , MMS Company Number (#)
, (Guarantor) for the benefit of the MINERALS MANAGEMENT SERVICE of the
UNITED STATES DEPARTMENT OF THE INTERIOR (MMS) provides for the following:
I. By signing this document, the undersigned
attests to the following:
A. If a party to this agreement is a
corporation, it is incorporated and in good standing under the laws of the
State of (State) and has all corporate power, authorizations,
consents, and approvals required to carry on its business as is now
conducted and to enter into this agreement.
B. If a party to this agreement is a
corporation, the undersigned include corporate officers who are authorized
to bind the corporation.
C. The undersigned are authorized to execute,
deliver, and perform under the terms of this agreement on behalf of any
non-corporate guarantor.
D. This agreement does not contravene or
constitute a default under any provisions of applicable law or regulation or
of its charter, certificate of incorporation or bylaws or any agreement,
judgment, injunction, order, decree or other instrument to which it may be
subject.
II. The Guarantor agrees to the following
provisions
A. The Guarantor will punctually satisfy
(check one)
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the performance and compliance by
(Name of Indemnified Company) , MMS Company Number ,
(Indemnified company) with the terms and conditions of the lease and
governing Federal regulations for all leases in the ____ OCS Region for
which the indemnified company has a lease interest or an operating
interest. |
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the performance and compliance by
(Name of Indemnified Company) , MMS Company Number ,
(Indemnified company), with the terms and conditions of the lease and
governing Federal regulations for lease number _____________.
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the performance and compliance by
(Name of Indemnified Company) , MMS Company Number ,
(Indemnified company) with the terms and conditions of the lease and
governing Federal regulations for lease number _____________ for an amount
not to exceed __________________. |
B. If MMS notifies the Guarantor that the
indemnified company, the indemnified company’s operator, or an operating
rights owner has failed to comply with any lease term or regulation, the
Guarantor will:
(1) not challenge the determination , and
(2) either:
i) Take corrective action to bring
the lease into compliance within the time period specified by MMS,
or
ii) Provide within 7 calendar days,
sufficient funds to permit the MMS Regional Director to complete
corrective action.
C. When a Guarantor complies with this
agreement by correcting a problem or paying for a third party or for MMS to
correct a problem, that compliance will not reduce the Guarantor's liability
for remaining obligations.
D. If this agreement is terminated, the
Guarantor will remain liable for all work and workmanship performed and
liabilities that accrued during the period that this Third-Party Guarantee
was in effect until such time that the indemnified company provides
alternate security for the obligation and MMS releases the Guarantor from
further liability.
E. If the Guarantor wishes to terminate the
period of liability under this guarantee, the Guarantor must:
(1) Notify the indemnified company and
the MMS Regional Director at least 90 days before the proposed
termination date,
(2) Obtain the MMS Regional Director’s
approval for the termination of the period of liability for all or a
specified portion of the Guarantor’s Guarantee, and
(3) Remain liable for all work and
workmanship performed and liabilities that accrued during the period
that this Third-Party Guarantee was in effect until such time that the
indemnified company provides a replacement bond assuming all outstanding
liabilities and in an amount no less than the guarantee herein and MMS
releases the Guarantor from further liability.
F. If a party to this agreement is a
partnership, joint venture, or syndicate, the Indemnity Agreement binds each
partner or party who has a beneficial interest in the Guarantor.
G. Each party who is a guarantor under this
agreement agrees to be bound jointly and severally for the undertakings
herein.
IV. If during the life of the third-party
guarantee, the guarantor no longer meets the criteria established in 30 CFR
256.57(a)(3) and 30 CFR 256.57(c)(3), the guarantor and the indemnified
company will notify the MMS Regional Director immediately.
GUARANTOR
(company name)
(Affix Corporate Seal)
GUARANTOR
(signature)
(signature)
CORPORATE OFFICIAL
CORPORATE OFFICIAL
(typed signer's name)
(typed signer's name)
TYPED NAME TYPED NAME
(typed signer's title)
(typed signer's title)
TYPED TITLE TYPED TITLE
Witness my hand and notary seal this (day)
day of (month), (year).
(signature)
(Affix Notary Seal) NOTARY PUBLIC NAME
INDEMNIFIED COMPANY
(company name)
(Affix Corporate Seal) INDEMNITOR
(signature)
(signature)
CORPORATE OFFICIAL CORPORATE OFFICIAL
(typed signer's title)
(typed signer's title)
TYPED NAME TYPED NAME
(typed signer's title)
(typed signer's title)
TYPED TITLE TYPED TITLE
Witness my hand and notary seal this (day)
day of (month), (year).
(signature)
(Affix Notary Seal) NOTARY PUBLIC NAME
