WHEREAS, the Parties desire to set forth their respective rights and responsibilities with respect to (i) the operation, maintenance and management of the Facilities, (ii) certain general and administrative services and operation and management services to be performed by the Operator for and on behalf of the Partnership and the General Partner and the Partnerships reimbursement obligations related thereto and (iii) the provision of the Services (as defined below), and other matters addressed herein;
NOW THEREFORE, in consideration of their mutual undertakings and agreements hereunder, the Parties undertake and agree as follows:
DESCRIPTION OF FACILITIES
1.1 Facilities Description. Facilities means all facilities, pipelines, compression, dehydration, processing plants, pumps, machinery, measurement equipment and all other appurtenances and equipment, accessions and improvements in respect of the foregoing, owned, leased or operated by Summit Holdings and its subsidiaries. In addition, if Summit Holdings or any of its subsidiaries acquire or construct assets after the date of this Agreement, the assets directly connected to and constructed to support the operation of the Facilities shall automatically become a part of the Facilities and shall be managed and operated by the Operator under this Agreement.
PERFORMANCE OF SERVICES
2.1 Operator Duties and Authority. The Operator shall manage, subject to the terms of this Agreement and to the General Partners general directions, the operation, maintenance, repair, design, alteration and replacement of the Facilities and of the business processes associated with the Facilities as more particularly described below.
2.2 General and Administrative Services. The Operator shall provide, or cause to be provided (through contractors, subcontractors or affiliates), to the Partnership and the General Partner certain centralized corporate, general and administrative services, such as accounting, audit, billing, business development, corporate record keeping, treasury services, cash management and banking, real property/land, legal, engineering, planning, budgeting, geology/geophysics, investor relations, risk management, information technology, insurance administration and claims processing, regulatory compliance and government relations, tax, payroll, human resources and environmental, health and safety, including without limitation permit filing, support for permit filing and maintenance (collectively, the G&A Services). The Operator shall provide the Partnership and the General Partner with such G&A Services in a manner consistent in nature and quality to the services of such type previously provided by the General Partner in connection with its management of the Partnership prior to the Buy-In Transactions.
2.3 Operation and Management Services. The Operator shall provide, or cause to be provided (through contractors, subcontractors or affiliates), the following services relating to the Facilities (the Operation Services and together with the G&A Services, the Services):