OPERATING CONTRACT
Exhibit
10.2
This
Operating Contract entered into this ______________7th ____day
of
October, 2008 by and between:
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Operator:
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▇▇▇▇
▇. Oil and Gas Company
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Address:
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▇▇▇▇
▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Owner:
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Lucky
Brothers, LLC
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Address:
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▇▇▇▇
▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
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Great
Plains Exploration, LLC
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Address:
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▇▇▇▇
▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, 01I
44060
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In
consideration of mutual promises and agreements herein contained, OWNER engages
OPERATOR as an independent contractor to operate the hereinafter designated
well
in conformity herewith.
| A. |
NAME
AND LOCATION OF WELL Alpha Plaza Investments, Ltd. Property-Highland
Heights, Ohio
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| B. |
OBLIGATIONS
OF CONTRACTOR
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| 1. |
To
engage a qualified contractor to drill the well on terms and
conditions which are approved by
Owner.
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| 2. |
To
thereafter do and perform any and all things necessary or
incidental to the proper operation of the
well.
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| 3. |
To
comply with all rules and regulations of the State of Ohio and
other agencies having jurisdiction.
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| 4. |
To
furnish, by telephone call, a detailed daily drilling report
to
OWNER'S office at 440-255-6325
before 11:00 AM.
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| 5. |
To
provide OWNER with monthly reports concerning the operation
of the well on or before the twentieth (20t")
day of each
month for the previous month.
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| 6 |
To
notify
local inspector for the Ohio Department of Natural Resources,
Division of Mineral Resources Management, when
needed.
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| 7. |
To
carry
at all times during the term of this Agreement at
OPERATOR'S expense, insurance of the type and in minimum amounts
as
follows.
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| A. |
Statutory
workers' compensation and employer's liability
insurance covering all of the contractor's
employees.
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| B. |
Comprehensive
general liability insurance with limits of $5,000,000 per occurrence
for
death or bodily injury or property damage, naming as additional
insureds
OWNER and Alpha Plaza Investments,
Ltd.
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| C. |
Automobile
liability insurance with limits of $1,000,000 per occurrence combined
limit for bodily injury and property
damage.
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| D. |
OPERATOR
agrees to provide OWNER and Alpha Plaza Investments, Ltd. with a
certificate of insurance evidencing coverage's upon request by the
OWNER
or Alpha Plaza Investments, Ltd.
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| E. |
CONTRACTOR
shall indemnify, defend and save harmless Operator,
Lucky Brothers, LLC, and Alpha Plaza Investments,
Ltd. in connection with any and all claims for injury to or damage
of personal property and for injury or death to personsoccasioned
by the acts of CONTRACTOR, CONTRACTOR'S employees, agents, and
servants.
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| 8. |
OPERATOR
agrees to pay all claims for labor, material, services, and supplies
furnished by OPERATOR hereunder and agrees to allow no lien or charge
to
be fixed upon the lease, the well(s), the land on which the well(s)
is/are
to be drilled, or other property of OWNER. OPERATOR agrees to indemnify,
protect and save OWNER harmless from and against all such claims
and
liens.
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| 9. |
OPERATOR
shall be an independent contractor with respect to performanceof
all work hereunder and neither OPERATOR nor anyone employed by OWNER
shall
be deemed for any purpose to be the employee, agent, servant, or
representative of the OWNER in the performance of any work or service
or
any part thereof in any manner dealt with hereunder, OPERATOR shall
have
no direction or control of OPERATOR of its employees and agents except
in
the results to be obtained. Work contemplated herein shall meet the
approval of OWNER
and shall be subject to the general right of inspection provided
for the
operator to secure the satisfactory completion
thereof.
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OPERATOR
agrees not to sublet or assign any of the work required hereunder, except for
the work normally performed by subcontractors, without the express written
consent of OWNER.
In
the
event of the failure or inability of OPERATOR to perform any
of its
obligations hereunder in a timely manner, OWNER shall have all rights remedies
provided by law, including without limitation the right to immediately terminate
this agreement.
| C. |
OBLIGATIONS
OF OWNER:
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| 1. |
To
insure that OPERATOR has access at all times to the well and to
all of the
equipment associated
therewith.
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To
reimburse
OPERATOR for all expenses incurred in connection
with the
performance of OPERATOR'S duties hereunder.
2
| D. |
OBLIGATIONS
OF OPERATOR:
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| 1. |
Comply
with all obligations of OWNER under and pursuant to OWNER'S lease
with
Alpha Plaza Investments, Ltd. and with OPERATOR'S other obligations
hereunder.
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| 2. |
UNDERGROUND
DAMAGE: OPERATOR agrees to defend and indemnify OWNER for any and
all
claims against OWNER resulting from operations under this Agreement
on
account of injury to, destruction of or loss or impairment of any
property
right in or to oil, gas or other mineral substance or water, if at
the
time of the act or omission causing such injury, destruction, loss,
or
impairment, said substance had not been reduced to physical possession
above the surface of the earth, and for any loss or damage to any
formation, strata, or reservoir beneath the surface of the
earth.
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| 3. |
JURISDICTION
AND VENUE: This Agreement shall be governed in all respects by law
of the
State of Ohio, without regard to conflict of laws or provisions thereof
Any action filed by either party as a result of a dispute resulting
from
this Agreement shall only be filed in the Common Pleas Court of Lake
County, Ohio, or in the United States District Court for the Northern
District of Ohio, Eastern Division it being expressly agreed by the
parties that said forums shall have exclusive and sole jurisdiction
and
venue to hear disputes between the parties arising out of this
Agreement.
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3
IN
WITNESS WHEREOF, the parties hereto have set their signatures and executed
this
instrument as of the date and year first above written.
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OWNER:
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OPERATOR:
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LUCKY
BROTHERS, LLC
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▇▇▇▇
▇. OIL AND GAS
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COMPANY
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BY:
/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇/
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PRESIDENT
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BY:
ALPHA ACQUISITION, LLC
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Co-Managing
Member
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BY:
/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇/
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Authorized
Member
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BY:
▇▇▇▇ D OIL AND GAS COMPANY
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Co-Managing
Member
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BY:
/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, PRESIDENT
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