EXHIBIT 10.5
MARCIA BARBOSA SERRA
Tradutora Publica Juramentada e Interprete Comercial
Sworn Public Translator and Commercial Interpreter
Rua Aperana, 38 apt 301 - Leblon - 22450
ISS: 1261003-00 - CIC: 606442227-00
Tel.: 274-3844
I, THE UNDERSIGNED, SWORN PUBLIC TRANSLATOR AND COMMERCIAL INTERPRETER IN AND
FOR THIS CITY AND STATE OF RIO DE JANEIRO, FEDERATIVE REPUBLIC OF BRAZIL,
REGISTERED AT THE COMMERCIAL BOARD OF RIO DE JANEIRO UNDER NUMBER 97, DO HEREBY
CERTIFY AND ATTEST THAT A DOCUMENT IN THE PORTUGUESE LANGUAGE WAS SUBMITTED TO
ME FOR TRANSLATION INTO ENGLISH, WHICH I PERFORMED ACCORDING TO MY OFFICE, AS
FOLLOWS:
TRANSLATION NO. 4014/98
(Xerox copy submitted for translation.).......................................
(On paper with letterhead of Petroleo Brasileiro S.A. - PETROBRAS.)...........
Contract No. 101.2.159.97-1...................................................
CHARTERING CONTRACT
CHARTERING Contract OF THE DYNAMIC POSITIONING FLOATING Unit
AMETHYST 6, ENTERED INTO BETWEEN PETROLEO BRASILEIRO S.A. -
PETROBRAS AND THE COMPANY MARITIMA NAVEGACAO E ENGENHARIA LTDA.--
PETROLEO BRASILEIRO S.A. - PETROBRAS, a mixed economy company, organized and
existing under Law No. 2.004, dated 10/03/53, with head office at Av.
Republica do Chile, 65, City of Rio de Janeiro, State of Rio de Janeiro,
Federative Republic of Brazil enrolled in the General Taxpayers' Registry of
the Ministry of Finance under No. 33.000.167/0001-01, represented herein by
the Executive Superintendent of Exploration and Production South-Southeast
LUIZ EDUARDO G. CARNEIRO, hereforth called PETROBRAS, and the Company
MARITIMA NAVEGACAO E ENGENHARIA LTDA., with head office at Avenida Almirante
Barroso, No 42, 34th floor, City of Rio de Janeiro, State of Rio de Janeiro,
Federative Republic of Brazil, enrolled in the General Taxpayers' Registry of
the Ministry of Finance under No. 46.828.596/0001-13, represented herein by
its President, Mr. GERMAN EFROMOVICH, have agreed upon the present Contract
for the chartering of the Dynamic Positioning Floating Unit AMETHYST 6 and
1
its accessories, described in Attachment I, henceforth called the Unit,
according to the authorization of PETROBRAS' Executive Board (MINUTES No.
4.129, Item No. 47, dated 12.19.97) the parties being bound to the terms of
the Invitation to Bid No. 101.0.016.97-5 and subjected to the following Clauses
and Conditions:...............................................................
(End of the Qualification)....................................................
2
FIRST CLAUSE - OBJECT.........................................................
1.1. The object of the present Contract is the chartering to PETROBRAS, of
the Unit, in order to be used in the drilling and/or evaluation and/or
completion and/or workover of oil and/or gas (vertical, directional and
horizontal) wells, in the Brazilian continental shelf, down to a
maximum depth of 5,000 (five thousand) meters, in a water depth down to
1,200 (twelve hundred) meters.........................................
1.1.1. It is included, as an object of the Contract, the performance, by the
CONTRACTOR, of any and all operations needed for the perfect
fulfillment of the chartering object of the Contract, such as, but not
limited to, the performance and supervision of the positioning,
ballasting and movement of the Unit...................................
1.2. PETROBRAS may determine that the CONTRACTOR makes the reentry in wells
already drilled, and it can install in the Unit equipment and
production facilities, the provisions of item 14.1 of this Contract
being complied with...................................................
1.3. The chartering object of the present Contract is included in the
Annual Activities Plans, under the following codes:....................
B 12000 - Boring - Production Development.............................
A 22000 - Boring - Exploratory Drilling...............................
B 13000 - Completion and Intervention for Evaluation - Production
Development.................................................
A 24000 - Intervention for Evaluation - Exploratory Drilling..........
(End of Clause)................................................................
3
SECOND CLAUSE - PERIOD OF VALIDITY AND DURATION...............................
2.1. PERIOD OF VALIDITY - The present Contract binds the parties as of its
signature, but the payments in foreign currency can only be made after
the date of its registry in the Central Bank of Brazil..........
2.2 DURATION - The present Contract will have a duration of
2,190(twenty-one hundred and ninety) days.............................
2.1.1. BEGINNING OF THE CONTRACT - The beginning of the Contract will occur
when the Unit is released by PETROBRAS, through a written notice, to
begin the operations, after the general equipment testing foreseen in
item 3.1 of this Contract is carried out..............................
2.2.2. AUTOMATIC EXTENSION - If at the end of the duration mentioned in 2.2,
some operation is still being performed in a well, the duration of the
present Contract will be automatically extended, until the completion
of the works in said well, considering as the final limit the Unit's
arrival in the port or sheltered waters chosen by common agreement
between the parties and, also, in case there are still PETROBRAS'
equipment aboard the Unit, the completion of the withdrawal of such
equipment will be considered as the final limit.......................
2.2.3. This Contract may be extended for successive periods through a prior
agreement between the parties, by means of an Addendum, the other
Contract conditions being complied with, and limited to a maximum
Contract period of 2,190 (twenty-one hundred and ninety) days.........
2.3. ARRIVAL IN BRASIL - The Unit should arrive at the port or in sheltered
waters, in Macae-RJ. The beginning of operations should occur up to the
date of 12.29.99, the provisions set forth in item 8.1 of this Contract
being complied with...................................................
4
2.3.1. At the port or in sheltered waters mentioned in 2.3, the customs and
helideck inspections in the Unit will be carried out, as well as the
loading/unloading of the CONTRACTOR's and PETROBRAS' materials, and
also the general equipment testing will begin as foreseen in item 3.1
of this Contract......................................................
(End of Clause)................................................................
5
THIRD CLAUSE - CONTRACTOR'S OBLIGATIONS.......................................
3.1. Before the beginning of the Contract, the CONTRACTOR will arrange for a
general test of the operating conditions of all of the Unit's
equipment, as provided for in Attachment VIII, in the presence of
PETROBRAS' Inspection. The occurrences found during the performance of
the tests will be duly recorded in the Daily Drilling Certificate (ADP)
signed by PETROBRAS' Inspection and by the CONTRACTOR's representative.
The Unit will be released to sail to the first location after proving
the good operating conditions of the equipment which comprise the rig's
main systems, that is, energy generation and distribution system,
dynamic positioning system, industrial safety, liquid and bulk storage,
fluid circulation and processing, safety and wellhead, column
elevation, rotation and handling, columns, columns, instrumentation,
formation test equipment and communications system...............
3.1.1. The tests referred to in 3.1 will be made in a period estimated in
(three) days, after which the Unit will be released to sail to begin
the operations, provided there is nothing pending in the rig's main
systems, as set forth in item 3.1.....................................
3.1.1.1. In the event the tests last for a period exceeding 3 (three) days, for
reasons ascribed to PETROBRAS, the rate foreseen in Ref 104 (Waiting
Rate) of Attachment II, will be due, applied as of the fourth day of
tests, until the Unit is released. The periods spent with equipment
repair will not be calculated for the purpose of counting such
duration, and also no fees will be due during such periods.
3.1.2. PETROBRAS may opt for the partial or total performance of the receipt
tests, in sheltered waters, in the deepest water depth set forth in the
Contract, or still in the first location..........................
7
3.2. To maintain, during the Contract period, the Unit, its fittings, as
well as accessories and replacement elements and personnel in perfect
working conditions in a working regime of 24 (twenty-four) hours a day,
7 (seven) days a week, and to guarantee that the Unit is calculated to
carry out the activities object of this Contract........
3.2.1. To strictly comply with the recommendations of the equipment
manufacturers. carrying out the maintenance foreseen in their operation
manuals, which will be provided for in the Unit's preventative
maintenance plan.........................................
3.3. TECHNICAL EVALUATION AWARD AND CERTIFICATES - To submit copies of the
Registry, Survey, Classification and Technical Survey and Evaluation
Award Certificates of the Unit and its fittings, signed by a qualified
and well-known organization, not related with the CONTRACTOR, notarized
in the Brazilian Consulate and translated by a Sworn Public Translator,
if issued abroad, and which should contain:..
3.3.1. Description of the Unit and accessories;..............................
3.3.2. Operationing conditions and physical conditions of the Unit;..........
3.3.3. Light displacement of the Unit (Light weight);........................
3.3.4. Year of construction;.................................................
3.3.5. Year of reconditioning, listing spare parts and parts replaced;.......
3.3.6. Technological differences between the Unit surveyed and a more modern
Unit of the same kind;................................................
3.3.7. Forecast of the average useful life of the good used and its new
analog;...............................................................
3.3.8. Market value, of reproduction and replacement;........................
3.3.9. Net weight of the equipment installed in the Unit;....................
8
3.3.10. Technical catalogues of the equipment installed in the Unit...........
3.4. To regularize, before the proper authorities, the entry and stay of the
Unit in Brazil, arranging, at its expenses, for the Release, Surveys,
Registries and Temporary Admission....................................
3.4.1. Regarding new equipment and equipment without use, the "Technical
Survey and Evaluation Award" referred to in item 3.3 may be replaced by
factory catalogues or purchase invoices, with description, year of
manufacture, useful life forecast and value of each equipment.........
3.5. Safety, Sanitation and Labor Medicine - To carry out its operations in
strict compliance with the international safety, sanitation and labor
medicine standards, being liable for the violations committed. To
supply, for its account, and maintain in perfect operating conditions,
the safety equipment in accordance with the safety plan ("Safety plan")
approved by the Administration of the vessel's Country of Registry, and
with the good practice in the services of
completion/evaluation/workover........................................
3.5.1 (sic) The Unit will comply with the IMO - MODU - CODE (Mobile Offshore
Drilling Unit) standard...............................................
3.6. (sic) SEA OPERATIONS - To manage the Unit in strict compliance with the
laws, standards, regulations and administrative rules, as well as with
the instructions issued by the Shipping Office or by other proper
authorities, specially those regarding the spillage of oil and other
residues from the Unit into the sea, being liable, as a result, for any
charges arising from the violation of such laws, standards,
regulations, administrative rules and instructions, the limit
established in subitem 3.6.2. being complied with, and with the
exception of the cases provided for in item 3.20 of this Contract.....
9
3.6.1. (sic) To plan and carry out operations aiming at preventing and
fighting oil and gas blow outs, fires, or other incidents, complying
with the provision in item 2.4 of Attachment II to this Contract.
Although the CONTRACTOR is considered fully responsible for such
operations, it is obliged to discuss the methods to be adopted with
PETROBRAS, in order to find the best operating solution...............
3.6.2. (sic) Exception is made of the events arising from kick, blow out,
surging, or formation testing, which the CONTRACTOR will be kept free
and safe from. In the other cases of spillage of petroleum, oils and
other residues into the sea, the CONTRACTOR will be liable up to the
limit of US$500,000.00 (five hundred thousand dollars) per event and
its deployments.......................................................
3.7. (sic) To comply with all laws, standards, decrees, regulations,
administrative rules and instructions in force in Brazil, that govern
the exploration and research in the Brazilian submarine shelf,
including those regarding environmental protection....................
3.8. (sic) REPLACEMENT AND REPAIRS - The replacement cost for equipment,
materials and accessories needed for the Unit's perfect operation, as
well as the expenses with repairs of any kind, will run for the
CONTRACTOR's account..................................................
3.8.1. (sic) The above mentioned repair cost covers any and all expenses,
including taxes and duties due from the moment of the purchase of the
equipment, spare parts and materials, to their installation and
placement in the Unit, with exception of expenses with transportation
between the support vessels' port of operation and the Unit...........
10
3.8.2. (sic) Regarding the Temporary Admission of the Unit, as well as the
import of the equipment, materials and accessories mentioned in item
3.8, the CONTRACTOR will comply with the provisions of the Internal
Revenue's Rulling Instruction No. 136/87...............................
3.9. (sic) At the end of this Contract or of its extension, to bear the
charges arising from the return of the Unit, its fittings, accessories,
equipment, spare parts, and materials for replacement or repair, such
charges including, but not limited to, the preparation, packing,
shipping, transportation, unloading, stay, freight, clearance, storage,
wharfage, stowage, insurance and other similar
expenses..............................................................
3.10. (sic) To maintain, at its expenses, besides the Unit, the crew adequate
and sufficient for its operation, being also obliged to comply with the
pertinent legal provisions, issued by Brazilian authorities and by
those of the CONTRACTOR's country of origin...........................
3.11. (sic) To bear all expenses with displacement of the crew, mentioned in
Item 3.10, including transportation from abroad to the Port or Airport
of Macae-RJ, as indicated by PETROBRAS, and the return to the place of
origin, and any and all expenses with the crew's stay in Brazil,
medical and hospital expenses, meals, passports, and similar
expenses..............................................................
3.11.1. To maintain PETROBRAS safe from any complaints, claims from its
employees, representatives, as a result of the present Contract.......
3.12. (sic) To promote, without charges to PETROBRAS, the replacement and
immediate withdrawal of any crew member that may be requested in
writing by PETROBRAS at any time, due to bad behavior, technical
deficiency, or health conditions......................................
11
3.13. (sic) To maintain a special identification for the crew, so as to
distinguish it from PETROBRAS' and other companies' personnel who may
eventually work in other services related to the object of the present
Contract..............................................................
3.14. (sic) RADIO COMMUNICATIONS - To supply, operate and maintain VRH, SSB
and Radio-Beacon and portable Transceptor equipment, adequate for
PETROBRAS' land communications system, for the guidance of helicopters,
so as to comply with the Radio Communications Plan supplied by
PETROBRAS, appearing in Attachment I..................................
3.14.1. (sic) Other Radio Communications systems deemed necessary to support
the CONTRACTOR's operations, both in the Unit and on land, will be
supplied, installed and operated by it. The CONTRACTOR will be
responsible for the obtainment of the licenses and frequencies to
operate such equipment................................................
3.14.2. (sic) The CONTRACTOR will maintain, at its expenses, radio operators,
fluent in spoken Portuguese, who will remain 24 (twenty-four) hours a
day operating the equipment installed in the Unit, whether they belong
to PETROBRAS or to the CONTRACTOR.....................................
3.14.3. (sic) Immediately after the Unit's arrival, the CONTRACTOR will arrange
with the proper authorities for the issuing of the "Terms of Survey"
regarding the radio station existing on board.........................
3.14.4. (sic) The CONTRACTOR will bear any expenses related to the
telecommunications equipment and services, with exception of those
provided for in item 4.7 of this Contract.............................
3.15. (sic) INSURANCES - To provide for the Contracting, at its expenses, of
the insurances necessary to fulfill this Contract and the Brazilian
Laws, intended for the coverage of the Unit and all of its accessories,
even when they are being transported under PETROBRAS' responsibility,
as well as the Civil Liability insurance for damages and losses caused
to third parties.....................................................
12
3.15.1. COMPANY MARITIMA NAVEGACAO E ENGENHARIA LTDA. will appear as co-insured
in the Civil Liability insurance policy which it makes, by force of
item 3.12 of the SERVICES RENDERING Contract entered into between it
and PETROBRAS.........................................................
3.15.2. (sic) During the period of validity of this Contract, the CONTRACTOR
should maintain insurance coverage for the Unit and all of its
accessories, according to the conditions of the London Standard
Drilling Barge Form All Risk, or similar. ............................
3.15.3. (sic) The redress due to the CONTRACTOR's Civil Liability arising from
damages provided for in this Clause, is not limited to the amount set
forth in subitem 3.12.1. of the Services Rendering Contract entered
into between the parties, for the Civil Liability Insurance against
Third Parties, and will be ruled by the pertinent Brazilian laws......
3.16. (sic) The Franchises that may be established for the insurances
mentioned in item 3.15 and in its subitems, as well as the onus
arising from the insurers' requirements and/or recommendations will
fully run for the CONTRACTOR's account.................................
3.17. (sic) To keep PETROBRAS free and safe from any and all indemnity
claim for damages and/or losses of any kind which the CONTRACTOR may
have sustained as a result of this Contract, whether or not it has
made adequate and sufficient insurance for such circumstances..........
13
3.17.1. (sic) PETROBRAS will be equally kept free and safe from any and all
indemnity claim for damages and/or losses of any kind which the
CONTRACTOR may have caused to third parties by its duly proven action
or omission, arising from this Contract, whether or not it has made
adequate and sufficient insurance for such circumstances..............
3.17.2. (sic) In return, the CONTRACTOR will be kept free and safe from any and
all indemnity claim for damages and/or losses of any kind, which
PETROBRAS may have sustained from third parties, or has caused to third
parties by its duly proven action or omission, as a result of this
Contract, whether or not it has made adequate and sufficient insurance
for such circumstances................................................
3.18. (sic) The CONTRACTOR waives for itself and will require from its
Insurers and/or SubContractors, in any and all insurance made as a
result of this Contract, the inclusion, in each policy Contracted, the
provision assuring the waiver of any right of subrogation against
PETROBRAS.............................................................
3.19. (sic) To submit to E&P/GETRAT, up to 30 (thirty) days after the
beginning of the performance, as provided for in item 2.2.1, the
originals of the certificates of the insurances made as a result of
this Contract, containing all essential data, such as insurers, time
limits, periods of validity, amounts insured, and coverage conditions,
and with PETROBRAS appearing as co-insured, except in the civil
liability insurance, of which it will participate as a third party....
3.19.1. (sic) The certificates mentioned in item 3.19 will contain a provision
that the insurances mentioned cannot be amended and/or cancelled
without PETROBRAS' prior authorization................................
14
3.20. (sic) Losses and Damages - The CONTRACTOR will be liable for losses of
and damages to its own equipment and material, and to those which it
and its agents may cause to PETROBRAS or to third parties, as a result
of its duly proven action or omission, in the following cases:........
3.20.1. (sic) In the event of losses of or damages to equipment and/or
materials belonging to PETROBRAS and/or to third parties, which are
aboard the Unit, or during their movement between the Unit and the
support vessels, the CONTRACTOR's liability will be limited to the
replacement or repair of the equipment so lost or damaged due to the
CONTRACTOR's or its employees' duly proven fault. However, the
CONTRACTOR will not be liable and will be kept free and safe from in
the event of damages to reservoirs, indirect damages or loss of profit
of PETROBRAS, losses and damages arising from pollution coming from the
well, resulting from kick and/or blow-out;............................
3.20.2. (sic) In case of losses and damages caused to the well, arising from
the events mentioned in subitem 2.1.5 of Attachment II, the CONTRACTOR
will reimburse PETROBRAS the payments it comes to make to third parties
referring to cementing, logging, or other services related to the
object of the present Contract, as well as to materials (cement,
casing, bits, completion fluid materials). In the event PETROBRAS opts
for the definitive abandonment of the damaged well, the CONTRACTOR will
reimburse the expenses made by PETROBRAS to drill that
well..................................................................
3.20.3. (sic) In the cases mentioned in subitems 3.20.1 and 3.20.2 the limit
for the CONTRACTOR's liability is of US$500,000.00 per event and its
deployments...........................................................
15
3.21. (sic) SECRECY - To maintain complete secrecy on the data and
information supplied by PETROBRAS, as well as on all of the results and
analyses arising from the operations carried out according to the
present Contract......................................................
3.21.1. (sic) All data, information and other documents, of any kind, related
to the fulfillment of the present Contract, will be the exclusive
property of PETROBRAS.................................................
3.21.2. (sic) The CONTRACTOR and its crew cannot disclose nor supply to third
parties any materials or information obtained or developed as a result
of this Contract, unless expressly authorized by PETROBRAS............
3.21.3. (sic) The provision of this item 3.21 is a standing obligation, valid
even after the termination, in any fashion, of the present Contract...
3.22. (sic) Unit's Helideck.................................................
3.22.1. (sic) To arrange for the release of the Unit's helideck by the proper
Brazilian authorities (Ports and Coast Authority, Civil Aviation
Department of the Ministry of Aeronautics, Internal Revenue, Maritime
Police and Customs), bearing all expenses arising therefrom...........
3.22.2. The Unit's helideck shall be approved for operations with S-61 type
helicopters according to chapter 24 of the Administrative Directive
#005 from DPC - Standards and Procedures for Sea Navigation, dated
01/15/97, which deals with the Construction, Installation, Approval and
Changes of Helideck and Operations of Helicopters in Offshore Platforms
and Merchant Ships. - To submit to PETROBRAS, at least 30 (thirty) days
before the date foreseen for the Unit's arrival in Brazil, the
following documents referring to the helideck:........................
16
3.23. (sic) The CONTRACTOR should adopt procedures that minimize the
consumption of fuel and industrial water without prejudice for the
operations............................................................
3.24. (sic) The CONTRACTOR should provide installations in the Unit for the
training and leisure of all personnel aboard, and which should contain
at least the following:...............................................
a) Parlor games room;................................................
b) TV room capable of tuning 5 (five) main channels available in
Brazil, in any location;..........................................
c) Movie theater with VCR;...........................................
d) Two other TV sets to be installed in cabins indicated by
PETROBRAS' Inspection.............................................
3.25. (sic) Besides sea water, the CONTRACTOR will judiciously use industrial
water to clean the Unit, in order to avoid high consumption and always
giving priority to its use in the completion fluid....................
3.26. (sic) All documents between the CONTRACTOR and PETROBRAS, when
requested by PETROBRAS, will be written and submitted in Portuguese...
3.27. (sic) The CONTRACTOR undertakes to maintain throughout the fulfillment
of the Contract, all conditions required in the bid stage.............
3.28. (sic) To redo any and all operation refused by the INSPECTION, without
any charge to PETROBRAS, as a result of irregular performance, bearing
all costs involved....................................................
3.29. (sic) To maintain a representative accredited and accepted by PETROBRAS
in the Unit or in a place previously designated by PETROBRAS, to
represent the CONTRACTOR in the fulfillment of the Contract...........
17
3.31. (sic) To comply with the requests contained in the Operation(s)
Authorization(s) issued by PETROBRAS..................................
3.32. To allow, after negotiations between the Contracting parties, the
provisional installation in the chartered Vessel, of complementary
equipment such as, but not limited to: pipes or rises in catenary by
the J-lay method, or similar, submarine manifolds, provided they do not
jeopardize the Vessel's safety and are in accordance with the rules of
the Classification Society............................................
(End of Clause)................................................................
18
FOURTH CLAUSE - PETROBRAS' OBLIGATIONS.........................................
4.1. To adopt the measures necessary for the request to register this
Contract in the Central Bank of Brazil, soon after the proper documents
are received, and the submittal of which is the CONTRACTOR's
responsibility........................................................
4.2. To make, monthly, the payments due to the CONTRACTOR as a result of the
present Contract, based on Attachment II and Attachment III and
under the conditions set forth in Clauses Sixth: Measurement, and
Seventh: Form or Payment, other Attachments, Clauses and Conditions
of this Contract being complied with..................................
4.3. At its exclusive judgment, and without any co-responsibility, PETROBRAS
may cooperate with the CONTRACTOR, assisting it before the proper
authorities, referring to processes that are going through the
procedural stages in the respective Agencies, regarding the Unit,
materials and/or equipment pertaining to the object of this Contract.
Such cooperation, however, will not lessen the CONTRACTOR's
responsibility for the obtainment of the documents and/or benefits that
may be the object of the respective proceedings.......................
4.4. PETROBRAS will reimburse the CONTRACTOR, by means of submittal, by the
latter, of the corroborative documents, in the acquisition currency,
the cost of replacement or repair of the commands and other components
of the production string and of the fishing string belonging to the
CONTRACTOR, which are lost or damaged, by accident not due to the
normal wear nor to the CONTRACTOR's duly proven action or omission,
with the deduction of a 25% depreciation per Contract year, with a 20%
residual value, applying, for its calculation, the least indemnity cost
(Ci) obtained by means of the following formulae:-....................
19
Ci = Vr.y (1 - 0.02083n), or Ci = Cr, where:.........................
Ci - indemnity cost;.................................................
Cr - repair cost;....................................................
Vr - replacement value;..............................................
n - number of months between the date of the beginning of the
Contract and the date of the loss (the fraction of a month is
counted as a whole month);......................................
y - 1 (for new strings), and 0.9 (for "Premium" strings)............
4.4.1. In the event there is a renewal of the string or of a part of the
elements that comprise the production string (pipes, commands and other
components), during the period of validity of the Contract, the
depreciation period to be considered - the "n" of the formula, will be
the one comprised between the purchase date and the date when the
element or the string was lost.........................................
4.4.2. PETROBRAS may, at its discretion and expense, carry out inspections
in the drill string, its components and accessories, the CONTRACTOR
being obliged to repair or replace, for its account, the equipment
rejected...............................................................
4.5. Transportation:........................................................
4.5.1. PETROBRAS will provide transportation for all crew members to the
Unit from the port or airport, as indicated by PETROBRAS in the
beginning of this Contract, and vice-versa. At its exclusive discretion,
the transportation to be provided will be by helicopter or vessel.......
20
4.5.2. PETROBRAS will provide transportation of the material and equipment
object of this Contract, from the port or airport designated, to the
Unit and vice-versa...................................................
4.5.3. In any circumstances foreseen in items 4.5.1 and 4.5.2, the granting of
insurance coverage will not be PETROBRAS' competence, and the
CONTRACTOR waives immediately, for itself and for its insurers, any
return action against PETROBRAS or third parties at its service, as a
result of the transportation provided.................................
4.5.4. In the cases when there is need to program exclusive air
transportation, for the Unit's inspection by the Navy and/or the
Shipping Office, the costs arising therefrom will be charged to the
CONTRACTOR............................................................
4.5.5. PETROBRAS may provide air or sea transportation for the CONTRACTOR's
materials, industrial or fresh water and fuel before the beginning of
the Contract, as defined in subitem 2.2.1. The costs arising therefrom
will be reimbursed by the CONTRACTOR to PETROBRAS at the time the first
invoice is issued.....................................................
4.5.6. PETROBRAS will provide tugs and support vessels for the Unit, from the
location where the equipment general testing is performed, to the first
location, between locations and from the last location to the Brazilian
port or sheltered waters closest thereto, which will be chosen in
common agreement by the parties.......................................
4.5.6.1. PETROBRAS will supply support vessels for the positioning of the United
in the locations to be drilled under this Contract....................
21
4.5.7. PETROBRAS may provide tugs and/or support vessels to load and onload
materials and to handle anchors, in a location to be defined between
the parties, in the cases of inspection and/or dockages, including
those arising from act of God or force majeure, as defined in the
Twelfth Clause of this Contract. The costs arising therefrom will be
reimbursed by the CONTRACTOR to PETROBRAS.............................
4.6. FUEL AND WATER - To supply, for its account, all fuel and water
necessary for the operations, complying with the provision set forth in
subitems 4.6.1 and 4.6.2, from the beginning of the Contract, until
its termination, as defined in subitems 2.2.1 and 2.2.2, respectively.
4.6.1. The supply of water mentioned in item 4.6 includes also the industrial
water intended to clean the Unit, the provision set forth in item 3.23
being complied with......................................
4.6.2. PETROBRAS will supply, for its account, the fuel necessary for the
Unit's equipment, up to the limit of 15.695m3/year. Over this limit the
onus will run for the CONTRACTOR's account........................
4.6.2.1.PETROBRAS will carry out the measurement of the fuel existing aboard the
Unit, at the beginning of the Contract, at the end of each Contract
year, and at the end of the Contract, when the average consumption will
be calculated. The volume exceeding the established limit will be
charged to the CONTRACTOR at the time of the measurement, at the
consumer's sales price, on the date PETROBRAS issues the Debt Note, in
force in the City of Rio de Janeiro-RJ, duly adjusted in keeping with
the different ICMS aliquots in force in the State of Rio de Janeiro and
in the State where the Unit is operating..................
4.6.3. During the Unit's dockage periods, all fuel consumed will run for the
CONTRACTOR's full responsibility and cost, from the interruption of the
operations until the return to the same previous situation. The fuel
cost during that period will be charged to the CONTRACTOR, after the
consumption calculation, and at a price to be defined according to the
criterium mentioned in 4.6.2.1.................................
22
4.7. To maintain, besides the CONTRACTOR's radio communications equipment,
aboard the Unit, equipment exclusively for PETROBRAS' communications
with its land bases...................................................
4.8. To notify the CONTRACTOR, in writing, on the imposition of eventual
fines.................................................................
4.9. To issue the Measurement Bulleting (MB), as set forth in the Sixth
Clause of this Contract...............................................
4.10. To issue the Operation's Authorization(s) with all the information
necessary for their performance, such as: location, time limit, amount,
scope, and beginning and end dates....................................
4.11. PETROBRAS will reimburse the CONTRACTOR, by means of submittal by the
latter, of corroborative documents, in the acquisition currency, the
cost of replacement of VX rings, VX with Hycar and VX with lead inserts
for the BOP and WCT connections with well-heads and filter elements, as
provided for in items 24, 25 and 34 of Attachment IV - Mutual
Obligations of the Chartering Contract................................
(End of Clause)................................................................
FIFTH CLAUSE - PRICES AND VALUE................................................
5.1. For the chartering of the Unit and its accessories, PETROBRAS will pay
the rates set forth in Attachment II and Attachment III to this
Contract, under the conditions set forth in Clauses Sixth: Measurement,
and Seventh: Form of Payment..........................................
23
5.1.1. The Contract prices will include all specified tariffs, supervision,
administration, taxes, fiscal emoluments and all expenses that fall
directly or indirectly upon the chartering, including profit, needed
for its perfect fulfillment, until the end of the Contract, no price
revision claims being therefore valid................................
5.2. The total estimated value of this present Contract is of
US$295,019,262.45 (two hundred and ninety-five million, nineteen
thousand, two hundred and sixty-two dollars and forty-five cents),
equivalent to R$322,308,544.22 (three hundred and twenty-two million,
three hundred and eight thousand, five hundred and forty-four reais and
twenty-two cents), converted at the exchange rate of R$1,0925/US$1.00,
referring to the chartering of the Unit...............................
5.3. PETROBRAS does not undertake to make the payment of the total estimated
in item 5.2, but of the amount corresponding to the chartering
effectively occurred and accepted by PETROBRAS........................
5.4. In the event the Unit suffers a delay of up to 90 (ninety) days,
regarding the time limit granted in item 2.3 of the present Contract,
the CONTRACTOR will have its total daily rate reduced in 10% (ten
percent), as of the beginning of the Contract, for a period equal to
the number of days of delay...........................................
5.5. In the event the Unit suffers a delay exceeding 90 (ninety) days,
counted as of the time limit granted in item 2.3 of the present
Contract, besides the reduction of the 10% (ten percent) in the total
daily rate for a period of 90 days, as defined in item 5.4, the
CONTRACTOR will also be subjected to the imposition of a fine according
to item 8.1 of this Contract..........................................
24
5.6. The financial resources necessary for the payment of the chartering
object of the present Contract are duly equated, and specifically
assured in the current year's budget and provided for in the following
ones, so as to cover the total Contract period........................
(End of Clause)...............................................................
25
SIXTH CLAUSE - MEASUREMENT OF THE CHARTERING
6.1. Periodicity of the measurement of the chartering and determination of
the reimbursable expenses.............................................
6.1.1. For the chartering, the measurement will be monthly, according to the
procedures mentioned below, with the consequent issuing of the
respective Measurement Bulletins (MB):................................
a) The initial measurement of the chartering will be made between
the date of the beginning of this Contract and the last day of
the calendar month;...............................................
b) The intermediate measurements of the chartering, corresponding to
a given month of the order "m", cover the period between day 01
of the month "m" and the last day of the calendar month of the
order "m";........................................................
c) The final measurement of the chartering will be made between day 01
of the month "m" and this Contract's termination date..........
6.1.2. The reimbursable expenses, if foreseen in the Contract, will be
determined on any day of the month, according to the vouchers submitted
to and accepted by PETROBRAS, and more than one determination can be
made in the same period covered by the
measurement...........................................................
6.1.2.1. The results found will be submitted to the CONTRACTOR on the 5th
(fifth) working day, as of the submittal of said vouchers, by means of
a Reimbursement Document (RD), which will be signed by the Manager of
this Contract, for invoicing purposes.................................
6.1.2.2. The reimbursable expenses and the deductions, if foreseen in the
Contract, will be severally made evident in the Reimbursement Documents
(RD).........
6.2. Issuing of the Measurement Bulletins (MB).............................
26
6.2.1. PETROBRAS, through the Manager of this Contract, at the end of each
period as mentioned in the letters of subitem 6.1.1 of this Clause,
will carry out the measurement of the chartering, gathering the
results found in the Measurement Bulletin (MB), for the signature of
the Manager of this Contract and of the CONTRACTOR, complying with
the following:.........................................................
a) For the initial, intermediate, and final measurements ending on the
last day of a given month of the order "m", the CONTRACTOR will
receive one of the copies of the MB up to the 5th (fifth) working
day of the subsequent month, so that it may submit the respective
collection documents, as provided for in subitem 6.3.1 of this
Clause;............................................................
b) For the final measurement, when the termination of the Contract does
not occur in the last day of the month, the CONTRACTOR will receive
one of the copies of the MB, up to the 5th (fifth) working day after
the termination of the Contract, so that it may submit the
respective collection documents, as provided for in subitem 6.3.1 of
this Clause;.......................................................
c) For each measurement period of the chartering, only 1 (one)
collection document may be issued, being understood that collection
documents with partial values regarding said period will not be
taken into account for payment purposes;...........................
d) The portions regarding the basic values and the deductions are to be
made evident in the Measurement Bulletins (MB), if foreseen in the
Contract;..........................................................
6.3. Time for the submittal of collection documents........................
27
6.3.1. The CONTRACTOR will submit the respective collection documents to
PETROBRAS' Financial Department, as mentioned in item 7.1 of this
Contract, in the following conditions:................................
28
- - --------------------------------------------------------------------------------
TYPE OF MEASUREMENT OCCASION FOR THE SUBMITTAL
MEASUREMENT DOCUMENT OF COLLECTION DOCUMENTS
- - --------------------------------------------------------------------------------
INITIAL MB Up to the 8th working day following
INTERMEDIATE the last day of the chartering
AND FINAL performance period, and PETROBRAS
will make the payment on the 30th
consecutive day, as of the final
date of the measured period, the
provision in subitem 6.3.1.1 being
complied with.
- - --------------------------------------------------------------------------------
MOBILIZATION MB After the receipt of the MB, and
OF THE Unit PETROBRAS will make the payment on
the 30th consecutive day, as of the
date the collection document is
submitted.
- - --------------------------------------------------------------------------------
DETERMINATION RD In the first working day after the
OF RD is issued, and the payment will
REIMBURSABLE be made within 30 (thirty) days, as
EXPENSES of the date of its submittal.
- - --------------------------------------------------------------------------------
29
6.3.1.1. The payments due by virtue of this Contract, referring 1st (first) to
the chartering, will always occur on the 30th day as of the end of the
measured period, covered by the MB's, or on the first working day
subsequent thereto, provided the CONTRACTOR complies with the time
limits for the submittal of the Collection Documents set forth herein.
In the event of non-compliance, by the CONTRACTOR, with said submittal
time limits, the payments will be postponed for the number of days
equal to the delay in the delivery of such documents..................
6.4. Measurements follow-up................................................
6.4.1. The CONTRACTOR undertakes to follow-up the measurements and the
determinations carried out by PETROBRAS, offering, at that time, the
impugnations or considerations it deems necessary, which will be
submitted for PETROBRAS' appraisal and decision.......................
6.4.2. The CONTRACTOR's signature by its representative before PETROBRAS will
imply in the acknowledgment of the accuracy of the Measurement Bulletin
(MB) for all legal purposes...........................................
(End of Clause)................................................................
30
SEVENTH CLAUSE - FORM OF PAYMENT...............................................
7.1. The payments due as a result of this Contract will be made by PETROBRAS
to the CONTRACTOR, in Brazilian currency, 30 (thirty) consecutive days
as of the last day of the period of execution of the services, provided
the CONTRACTOR submits the collection documents up to the 8th (eighth)
working day following the last day of the period of execution of the
services..............................................................
7.1.1. The payments will be made on the basis of the average exchange rate of
the American Dollar selling price, in force on the working day
immediately before the date of the effective payment..................
7.1.2. The payment of eventual difference in readjustment will be made on the
same day when the payment of the respective service occurs, provides
the CONTRACTOR submits the corresponding collection document up to the
5th (fifth) working day following that when the indexes that permit the
issuing of the Readjustment Bulletin (RB) are known...................
7.1.3. The payment of reimbursable expenses, if any, will be made 30 (thirty)
days after the submittal of the collection document...................
7.1.4. In the event of non-submittal of the collection documents within the
time limits set forth above, the payments will be postponed for the
number of days corresponding to those of the delay in the submittal of
the collection documents..............................................
31
7.2. The collection documents should be submitted, together with the
original of the document giving rise to it (MB, RB, RD) in the Docket
of the Financial Department indicated by PETROBRAS, for the purpose of
checking the time limits for the payment.
32
7.3. The collection documents will be issued without erasuares, complying
with the pertinent laws in force, and will contain obligatorily the
following information:................................................
a) Place and date of its issuing and number of the collection
document;..........................................................
b) Number and date of signature of the Contract deed;.................
c) Number and date of the documents originating them (MB, RB, RD);....
33
d) Gross value of the collection document, both in numbers and in
writing;..........................................................
e) Name and code of the banking establishment, branch, and the
respective code, and number of the current account of the payee,
where the payments will be made;..................................
f) In order that a particular payment is made in a banking
establishment different from the one indicated at the time the
Contract deed was signed, such amendment will obligatorily be
preceded by a fax/correspondence from the CONTRACTOR or shall appear
in the payee's collection document.................................
7.3.1. In the event the collection document is inaccurate, it will be returned
to the CONTRACTOR and the time limit foreseen in item 7.1 will be
postponed for as many days as those corresponding to the delay in the
submittal of such document.
34
7.3.3 The CONTRACTOR will obligatorily submit, every month to the Manager of
the Contract:.........................................................
a) Payroll of the CONTRACTOR's employees who are involved in the
rendering of the services Contracted...............................
b) A photocopy of the Social Security Payment Slip (GRPS), duly settled
and authenticated, obligatorily filling out the date that identify
PETROBRAS, informing in field "8" of the GRPS (other information),
the name, CGC/CEI of PETROBRAS, number, date and amount of the
Invoice or Bill of Sale referring to the services rendered in the
month..............................................................
35
c) In case of a Cooperative, to submit the payment vouchers of the
amounts paid, distributed or credited to its members as remuneration
for the services rendered in the fulfillment of this Contract......
7.3.4. The collection documents will not be accepted by PETROBRAS if submitted
with the Income Tax at Source already withheld........................
7.3.5. It is the responsibility of PETROBRAS' disbursing office the
explanations of doubts regarding the issuing of the collection
documents.............................................................
7.3.6. Eventual payments made for more or for less by PETROBRAS, will be
compensated as soon as they are detected, and the respective amounts
will be duly corrected................................................
7.3.7. The CONTRACTOR should indicate the place and fax number, if any, for
the receipt of the "Notice of Payment Foreseen."......................
7.4. The vouchers for reimbursable expenses due to the CONTRACTOR as a
result of this Contract deed, will be previously submitted to the
Manager of the Contract, for checking, besides being duly settled by
the respective supplier or service renderer, when such is the case....
7.4.1. If the originals cannot remain in PETROBRAS' hands, copies thereof may
be submitted, which will be checked by the Inspector and/or Manager,
and the following should appear in every original document: "Copy
Submitted for Reimbursement On ___/___/___", followed by the signature
and identification by name, position and registry number, and the
originals will be returned to the CONTRACTOR. The following text will
appear in the copies of each document in PETROBRAS' hands: "Checked
with the Original On ___/___/___", which the Inspector and/or Manager
will sign, identifying the signature by name, position, and registry
number................................................................
36
7.4.2. In special cases of reimbursement of import expenses (duties and/or
expenses), the CONTRACTOR will submit a letter forwarding the vouchers
for such expenses, together with the import process to the department in
charge of its follow-up................................................
7.4.3. The receipt, duly formalized by PETROBRAS of any reimbursable expense
voucher, does not represent the recognition of the debt, nor the proof
that the expenses were made............................................
7.4.4. The collection of reimbursable expenses will be made through the issuing
of a Services Invoice, after approval of said corroborative documents
and issuing by PETROBRAS of the respective Reimbursement Document - DR,
which will be issued up to 5 (five) working days, as of the date of
submittal of said documents............................................
7.4.4.1.PETROBRAS' Inspection has 3 (three) working days to proceed with the
checking of the expense vouchers and to notify its approval to the
CONTRACTOR, so that it may issue the Combined Invoice and Bill of Sale.
7.4.5. The total amount of the collection document will be obtained by applying
the following formula:.................................................
VTD
VTR = ---------------- , where.........................
1 - ICP
VTR = total amount to be reimbursed to the CONTRACTOR;...............
VTD = total amount of the reimbursable expenses, actually authorized;
ICP = total of the sum of the aliquots of taxes collected, in the
decimal form (ISS or ICMS, as the case may be, COFINS and
PIS/PASEP).....................................................
37
EIGHTH CLAUSE FINES............................................................
8.1. Non-compliance, by the CONTRACTOR, after 91 (ninety-one) days beyond
the time limit mentioned in item 2.3 of this Contract, will imply
in the imposition of a fine against the CONTRACTOR, in a written
notice, corresponding to 30% (thirty per cent) of the rate provided for
in Ref 101 of Attachment III, per day of delay exceeding 90 days.......
8.2. In the event of non-compliance, by the CONTRACTOR, with the
inspection's requirements within the time limit it may set, PETROBRAS
may, by a written notice, impose upon the CONTRACTOR, per day of
non-compliance with such requirements, as of the end of the time limit
set, a fine corresponding to 20% (twenty per cent) of the rate provided
for in Ref 101 of Attachment III. ....................................
8.3. The penalties set forth in this Clause do not exclude any other
provided for by the laws in force and/or in this Contract, nor the
CONTRACTOR's liability for damages it may cause to PETROBRAS, as a
result of non-fulfillment of the conditions agreed upon herein.
8.4. The amount corresponding to the sum of the values of the fines applied
is limited to 10% (ten percent) of the estimated value of the present
Contract..............................................................
8.5. The penalties to which the CONTRACTOR is subjected to due to the
provision set forth in this Clause, will be discounted in the first
payment and in the subsequent ones, which the CONTRACTOR is entitled
to, after the sanctions are applied by PETROBRAS......................
8.6. In the event of balance, PETROBRAS reserves itself the right to make or
complement the deduction in collection document(s) related to any other
Contract deed eventually entered into with the CONTRACTOR, or to use
any other adequate means to settle the debt, if necessary.............
38
8.7. The CONTRACTOR may appeal against the imposition of the fine, in a
declaration, within the non-deferrable time limit of 15 (fifteen)
consecutive days as of the date the notice is received................
8.8. Non-appearance of the CONTRACTOR's personnel for boarding on the date
and time agreed upon between PETROBRAS and the CONTRACTOR, will subject
the CONTRACTOR to the payment of a fine of US$140.00 per passenger in
the case of air transportation, and US$40.00 in the case of sea
transportation........................................................
8.8.1. The fine set forth in item 8.8 will not be charged if the CONTRACTOR
asks PETROBRAS to change the boarding schedule at least 24
(twenty-four) hours in advance........................................
8.9 In a written notice and without prejudice of the capacity to rescind
the Contract, PETROBRAS may impose upon the CONTRACTOR a compensatory
fine of 100% (one hundred per cent) of the amount of the conviction,
due to default of its labor, social security or tax obligations.......
8.9.1. The payment of said fine will not exempt the CONTRACTOR from the
obligation to reimburse PETROBRAS for the amount imposed upon it as a
result of an eventual joint conviction passed by a Labor Court or by
the proper administrative jurisdictions...............................
8.9.2 The CONTRACTOR will be fined in the percentual of 5% (five percent) on
the amount of the invoice in the event it does not submit the GRPS or
submits at variance...................................................
(End of Clause)................................................................
39
NINTH CLAUSE INSPECTION........................................................
9.1. The inspection of the chartering Contracted herein will be carried out
by PETROBRAS' representatives, and the CONTRACTOR undertakes to allow
their free access to the Unit and to the operations locations, and to
comply immediately with the observations of such inspection, which will
have ample powers to:.................................................
9.1.1. Determine, provided it comes to its knowledge and is within its
capacity, the suspension of the operations which perhaps are being
carried out in disagreement with the good technique or which threaten
the safety of persons or assets of PETROBRAS, third parties or of the
CONTRACTOR itself, the subitem 2.1.7 of Attachment II being
complied with.........................................................
9.1.2. Refuse the employment of condemned or improper equipment and
materials, tools and production string components, as well as
operations which do not comply with the established programs;.........
9.1.3. Order the withdrawal from the work site, of any of the CONTRACTOR's
employees who, in PETROBRAS' opinion, may endanger the good performance
of the operations or hinder its inspecting activities;................
9.1.4. Certify on the accuracy of the information reported daily by the
CONTRACTOR;...........................................................
9.1.5. Notify the CONTRACTOR, in writing, on the imposition of the penalties
provided for in this Contract, including those referring to the
CONTRACTOR's action or omission;......................................
9.1.6. Request from the CONTRACTOR a detailed report on any accident occurred
and on any operation or repair performed.....................
40
9.2. However, the responsibility, operation, movement and administration of
the Unit will be under the exclusive control and command of the
CONTRACTOR or its employees...........................................
9.3. The total or partial action or omission of the Inspection, does not
lessen at all the CONTRACTOR's full responsibility for the rendering of
the obligations agreed upon herein, nor does it imply any reduction or
change in the CONTRACTOR's obligations in the faithful and perfect
fulfillment of the present Contract...................................
9.4. PETROBRAS' Inspection should record its observations on the
Driller's Log approved by the IADC and on the Daily Drilling
Certificate (ADP), to safeguard the rights and responsibilities
foreseen in this Contract.............................................
9.5. During the Contract period, PETROBRAS will carry out the CONTRACTOR's
performance evaluation, covering the groups in equipment and material,
human resources, installations, quality and efficiency. The results of
the performance evaluations will be notified and consolidated by means
of a service performance certificate..................................
(End of Clause)................................................................
41
TENTH CLAUSE - RESCISSION......................................................
10.1. PETROBRAS may rescind the present Contract, without the CONTRACTOR
being entitled to any right to indemnity and/or withholding in the
following cases:......................................................
10.1.1. Nonfulfillment, or irregular fulfillment of Contract clauses,
specifications, operations and Inspection's requests, provided the fact
mentioned is not remedied within the time limit of 60 (sixty) days, or
time limits, as well as the repeated commitment of faults in the
fulfillment of the Contract;..........................................
10.1.2. Total or partial subContracting of the object of the present Contract,
the association of the CONTRACTOR with another, merger/division or
total or partial incorporation, except if allowed for in this Contract,
which affects the good performance of this instrument;................
10.1.3. Interruption of the operations for more than 60 (sixty) days;.........
10.1.4. Decree of the CONTRACTOR's bankruptcy.................................
10.1.5. When the penalties provided for in item 8.4 of this Contract is
attained;.............................................................
10.1.6. Slowness in the execution of the works, leading PETROBRAS to prove the
impossibility of completing the operations within the established time
limits;...............................................................
10.1.7. Non-compliance with the determinations of PETROBRAS' agent appointed to
follow-up and inspect the fulfillment of the Contract, as well as those
of his superiors;......................................................
10.1.8. The dissolution of the CONTRACTOR;....................................
10.1.9. The social change or the modification of the company's purpose or
structure, which in PETROBRAS' opinion, hinders the performance of the
operations;...........................................................
42
10.1.10. Delay in the beginning of the fulfillment of the Contract for more than
180 (one hundred and eighty) days......................................
10.1.11. Rescission of the Services Rendering Contract for Drilling and/or
Evaluation and/or Completion and/or Workover using the Unit, entered
into between PETROBRAS and MARITIMA NAVEGACAO E ENGENHARIA LTDA.......
10.1.12. If the limit set forth in subitem 2.1.9 of Attachment II to this
Contract is attained..................................................
10.1.13. If the limits set forth in NOTE 2 of Ref. 102 of Attachment II to this
Contract are attained.................................................
10.1.14. Non-submittal of the proof of fulfillment of labor obligations towards
the employees directly involved in the services object of this
Contract, including social security contributions and deposits in the
FGTS, when requested by the Inspection, or if such default is
proven;...............................................................
10.1.15. Non-submittal or submittal at variance of the GRPS, when the
corresponding invoice is delivered....................................
10.1.15.1The rescission for this reason does not prevent PETROBRAS from
imposing the respective fine, foreseen in 8.7.2;......................
10.2. In the event of rescission of the Contract deed for the reasons
foreseen in 10.1, PETROBRAS will:.....................................
a) take over the object of the Contract deed, on the stage and location
where it is found;.................................................
b) enforce the Contract guarantee, if any, for the reimbursement of the
amounts of fines and indemnities due to it;........................
43
c) withhold the credits arising from the Contract deed, up to the
limits of the damages caused to it.................................
10.3 After the contract is rescinded, as set forth in this clause, the
CONTRACTOR is liable, in legal and contract fashion, for the violation
or inadequate performance which gives rise to the rescision, as well as
for the reimbursement of damages which PETROBAS may come to sustain....
10.4. After the Contract is rescinded, PETROBRAS at its exclusive judgment,
may adjudicate the operations object thereof to whom it deems
appropriate, without behoving the CONTRACTOR any consultation or
interference, claim and/or indemnity, for whatever title, and the
CONTRACTOR will be liable to legal and Contract penalties, besides being
liable for damages PETROBRAS may sustain...............................
10.4.1. The CONTRACTOR is also liable for the pertinent administrative
sanctions, its full defense being guaranteed..........................
10.5. In the event PETROBRAS does not impose the right to rescind the present
Contract according to this Clause, it may, at its absolute discretion,
withhold the payments of pending invoices, until the CONTRACTOR
fulfills the Contract condition it has infringed, but such fact will
not represent novation nor will it generate rights that may be claimed
by the CONTRACTOR.....................................................
(End of Clause)................................................................
44
ELEVENTH CLAUSE - FISCAL CHARGES...............................................
11.1. Taxes (taxes, fees, emoluments, fiscal and parafiscal contributions)
that are due as a direct or indirect result of the present Contract, or
of its fulfillment, will be the exclusive responsibility of the
taxpayer, so defined in the tax rule, with no right to reimbursement.
PETROBRAS, as the withholding source, will withhold and pay within
the legal time period, from the payments it makes, the taxes it is
liable to by thelaws in force..........................................
11.1.1. The CONTRACTOR states that, in quoting its prices, it has taken into
account the taxes (taxes, fees, emoluments, fiscal and parafiscal
contributions) charged on the fulfillment of this Contract, and it
cannot make any claim due to error on such evaluation, for the purpose
of requesting a price revision [ou] reimbursement of payments set down
by the property authority.............................................
11.1.2. Once found, during the period of validity of the Contract, that the
CONTRACTOR has unduly added to its prices amounts corresponding to
taxes, fiscal and/or parafiscal contributions and emoluments of any
kind that are not charged to the performance of the services agreed
upon, such values will be immediately excluded, with the consequent
reduction of the prices practiced and reimbursement of amounts that may
have been paid to the CONTRACTOR......................................
11.2. If, during the period of validity of this Contract, any of the
following events occur:
creation of new taxes;..............................................
extinction of existing taxes;.......................................
changes in the aliquots;............................................
45
establishment of tax incentives of any kind; and....................
exemption or abatement of federal, state or county taxes,...........
which, provedly come to increase or reduce the burdens of the
parties to the Contract, the prices will be revised, so as to fit
them into the changes made, compensating, at the first opportUnity,
any differences arising from such changes. However, if it is a
question of tax incentives, the advantages arising therefrom will
always be for PETROBRAS............................................
(End of Clause)................................................................
46
TWELFTH CLAUSE - FORCE MAJEURE................................................
12.1. PETROBRAS and the CONTRACTOR will not be liable for the nonfulfillment
of their respective obligations in case of events that characterize an
act of God or force majeure defined in the sole paragraph of Article
1.058 of the Brazilian Civil Code. Any suspension of performance due to
this item 12.1 will be limited to the period during which such cause or
its consequences exist, and such period will be added to the duration
of the Contract mentioned in the Second Clause of the present Contract.
However, the CONTRACTOR is assured the right to receive the rate
provided for in Ref 104 of Attachment III, with the exception of the
exemption from payment set forth in subitem 2.1.4 of the Attachment II,
and the reimbursements mentioned in this Contract, and furthermore, the
parties will severally assume their losses............................
12.2 If the circumstances that justify the invoking of the existence of an
act of God or force majeure occurs, the party unable to fulfill its
obligations will immediately notify the other party, in writing, on the
occurrence of its consequences........................................
12.3. If the impediment arising from the force majeure lasts for more than 90
(ninety) consecutive days, any of the parties may opt for the
termination of the Contract, with both parties complying with their
mutual obligations due until the date of the beginning of said
impediment............................................................
(End of Clause)................................................................
47
THIRTEENTH CLAUSE - ASSIGNMENT AND TRANSFER...................................
13.1. The CONTRACTOR cannot assign or transfer, in whole or in part, the
present Contract, except with PETROBRAS' prior authorization in
writing...............................................................
13.2. The CONTRACTOR cannot assign or give in guarantee, at any title, in
whole or in part, the credits of any kind, arising or deriving from the
present Contract, except with PETROBRAS' prior authorization in
writing. The prior authorization will obligatorily state that PETROBRAS
imposes upon the assignee of the credits the exceptions that behooves
it, mentioning expressly that the payments to the assignee will be
conditioned to the fulfillment, by the assignor, of all of its Contract
obligations.......................................
13.3. The occurrence of the above mentioned events, duly authorized by
PETROBRAS, does not exempt the CONTRACTOR form any of its Contract
obligations...........................................................
13.4. PETROBRAS may assign or transfer, in whole or in part, the present
Contract, under commercial conditions to be agreed upon by the parties.
.............................................................
(End of Clause)...............................................................
48
FOURTEENTH CLAUSE - ADDITIONAL EQUIPMENT......................................
14.1. PETROBRAS may install in the Unit the additional equipment it deems
necessary for research, drilling, completion of wells or production. It
is agreed, however, that no structural change will be made in the Unit
without the CONTRACTOR's consent in writing. All PETROBRAS' equipment
installed in the Unit will remain its property, and it will be removed
by it before the end of this Contract. The installation and removal
expenses will run for PETROBRAS' account. During the installation and
removal of PETROBRAS' equipment, the rate set forth in Ref 104 of
Attachment III will be paid if the interruption of the operations
becomes necessary......................................................
(End of Clause)...............................................................
49
FIFTEENTH CLAUSE - ATTORNEY OF RECORD.........................................
15.1. The CONTRACTOR undertakes to maintain, in the City of Rio de Janeiro,
State of Rio de Janeiro, Federative Republic of Brazil, during the
Contract period and until the settlement of eventual demands arising
from this Contract, a representative with "ad-judicia et extra" powers,
who may receive service of process, inclusive in execution proceedings,
as well as to sign compromise and settlements regarding controversies
resulting from this Contract, and the summons can be made by
publication, in the event or lack of an Attorney..............
15.1.1. Within 30 (thirty) days after the signature of the present contract,
the CONTRACTOR will notify PETROBRAS the name, qualification, office
and residence of its representative and attorney of record, as set
forth in item 15.1....................................................
(End of Clause)...............................................................
50
SIXTEENTH CLAUSE - CONTRACT RELATIONSHIPS.....................................
16.1. This Contract is related to another one for the rendering of services
of drilling and/or evaluation and/or completion and/or workover, signed
on this same date between PETROBRAS and MARITIMA NAVEGACAO E ENGENHARIA
LTDA.
(End of Clause)...............................................................
51
SEVENTEENTH CLAUSE - INTERVENIENCE............................................
17.1. Clause non-applicable in this Contract................................
(End of Clause)...............................................................
52
EIGHTEENTH CLAUSE - LIABILITY.................................................
18.1. PETROBRAS' and the CONTRACTOR's liability for damages will be limited
to the direct damages in accordance with the Brazilian Civil Code and
pertinent laws, with exception of loss of profit and indirect damages,
the direct damages being limited to 100% (one hundred percent) of the
total Contract value..................................................
(End of Clause)...............................................................
53
NINETEENTH CLAUSE - COMPLEMENTARY DOCUMENTS
19.l. The ATTACHMENTS mentioned below are an integral part of the present
Contract and, in the event of disagreement between the Attachments and
the contract, the text of the contract will prevail...............
ATTACHMENTS:..................................................................
I - Technical specifications of the Unit .............................
II - Applicability of the Rates and Incidents in the Performance......
III - Unit Prices Spreadsheet ........................................
IV - Mutual Obligations ..............................................
V - List of Specialized Personnel;....................................
VI - Environmental Operating Conditions...............................
VII - PETROBRAS' Safety Rules..........................................
VIII - Equipment Testing Program.......................................
IX - Procedures In the Event of Fatal Accidents........................
(End of Clause)...............................................................
54
TWENTIETH CLAUSE - PRICE READJUSTMENT.........................................
20.1. The contract prices are fixed and non-readjustable....................
(End of Clause) ..............................................................
55
TWENTY-FIRST CLAUSE - ACCEPTANCE..............................................
21.1. After the chartering operations are completed in strict conpliance
with the conditions set forth in this Contract deed, PETROBRAS will
accept them by means of a Deed of Definitive Receipt, signed by both
parties...............................................................
21.2. The signature of the Deed of Definitive Receipt does not exempt the
CONTRACTOR from the liabilities foreseen in this Contract and in the
laws in force.........................................................
(End of Clause) ..............................................................
56
TWENTY-SECOND CLAUSE - LOSS OR DISAPPEARANCE..................................
22.1. In the event the vessel is lost or disappears, no payment regarding
the same will be due by PETROBRAS to the CONTRACTOR, as of the day or
as of the moment it was last heard of.................................
(End of Clause)...............................................................
57
TWENTY-THIRD CLAUSE - GROSS OR GENERAL AVERAGE................................
23.1. The gross or general average will be ruled in the Port of Rio de
Janeiro according to the York and Antwerp Rules/1974..................
(End of Clause) ..............................................................
58
TWENTY-FOURTH CLAUSE - JURISDICTION...........................................
24.1. The Jurisdiction of the County of the Capital of the State of Rio de
Janeiro will be competent to settle any questions arising from the
present Contract, with the express waiver, by the parties, of any
other, however privileged ............................................
(End of Clause) ..............................................................
AND BEING THUS AGREED, the parties sign the present deed in 3 (three) copies
with the same tenor, with the witnesses below ........................
Rio de Janeiro, January 12, 1998. ............................................
(Signed:) Luiz Eduardo G. Carneiro
LUIZ EDUARDO G. CARNEIRO - EXECUTIVE SUPERINTENDENT OF EXPLORATION AND
PRODUCTION SOUTH - SOUTHEAST - PETROLEO BRASILEIRO S.A. - PETROBRAS...........
(Signed:) German Efromovich
GERMAN EFROMOVICH - PRESIDENT.................................................
MARITIMA NAVEGACAO E ENGENHARIA LTDA..........................................
WITNESSES:....................................................................
(Signed:) Elaine Brabo .......................................................
CPF No. 970.702.897-15. ......................................................
(Signed:) (illegible) ........................................................
CPF No. 610.769.457-91. ......................................................
Contract 101.2.159 97-1.......................................................
59
CHARTERING
ATTACHMENT II
APPLICABILITY OF THE RATES AND, INCIDENTS IN THE
PERFORMANCE.
1 - APPLICABILITY OF THE RATES - DEFINITION OF THE CHARTERING RATES PER 24
(TWENTY-FOUR) HOUR DAY .......................................................
REP 101 - OPERATION RATE - It will be applied during the activities requiring
the use of the Unit, such as electric logging, formation testing, completion,
and workover operations, including line scouring and cutting
operations....................................................................
REP 102 - REPAIR RATE - In the periods when there is an interruption of the
activities that require the use of the Unit, mentioned in Ref 101 of this
ATTACHMENT and the operations for Moving the Unit between locations, Ref 105 of
this ATTACHMENT, due to maintenance, including replacement of mud pump spare
parts, and/or repair in the Unit's equipment, or in those which supply is the
Contractor's responsibility, no rate will be due ......................
NOTE 1. The repair period will be considered as of the interruption of the
operation that is being performed, until the return to the same situation when
the interruption occurred, except for the periods when the interruption in the
repair activities occur due to adverse sea conditions, as set forth in NOTE 2 of
Ref. 104 ...........................................................
NOTE 2. In the event the CONTRACTOR remains in Repair Rate for an accumulated
total of 30% of the time, for any period of 6 (six) Contract months, PETROBRAS
may rescind the present Contract, based on subitem 10.1.14 of this contract.....
60
NOTE 3. It will be considered as repairs the occurrences due to wash outs in
the drill pipes and in the other elements of the drill string, belonging the
CONTRACTOR, with exception of those arising from the presence of H2S and from
abnormal mechanical conditions occurred in the well ..........................
NOTE 4. At the Inspection's discretion, for the maintenance of the BOP, the
CONTRACTOR may be granted a franchise of up to 24 hours between the instant the
BOP is set on the test stump, until its operating withdrawal, and the moment of
its movement for the next running in another well, without the CONTRACTOR
entering in repair rate, provided such maintenance is carried out according to
international standards. In the period within these 24 hours intended
exclusively for the BOP maintenance, the waiting rate (Ref. 104) will be
due...................................................................
REP. 103 - RATE ADDITIONAL (AT) - In each measurement period, as agreed upon in
subitem, 6.1.1 of the contract, the CONTRACTOR will be entitled to receive a
Rate Additional, calculated by means of the following formulae:.............
AT = 0.10 x (NT - NFM - NREP - NIPG NTOR) x for PI less than or equal 0.0300 TO
AT = (0.16 - 2 x PI) x (NT - NFM - NREP - NIPG - for 0.03 less than or equal to
PI 0,0800 NTOR) x TO.........................................................
AT = Zero to PI> 0.0800
Where:........................................................................
AT = Rate Additional .........................................................
TO = Operation Rate (Ref 101).................................................
PI = Unavailability Proportion, calculated with 4 (four) decimal places,
being: .......................................................................
NREP + NIPG + NTOR
PI = ------------------
NT - NFM
NT = Total number of days in the measurement period considered;...............
61
NFM = Total number of days in which the act of God or force majeure occurs, as
defined in the Twelfth Clause of the contract, in the measurement period
considered ...................................................................
NREP = Total number of days under repair rate (Ref 102) in the measurement
period considered;............................................................
NIPG = Total number of days under exemption from payment (according to item 2.1
of this Attachment) in the measurement period considered .................
NTOR = Total number of days with reduced operation rate (according to subitems
2.2.3 and 2.2.4 of this ATTACHMENT) in the measurement period considered
Ref. 104 - WAITING RATE (TE) - corresponds to 95% of the operation rate (TO) and
which will be applied in Bad Weather, Force Majeure and Waiting situations, as
defined below:.................................................
1) BAD WEATHER SITUATIONS - in the event of stoppage of the operations when
environmental conditions are so severe as to endanger the Unit's operating
capacity, the limitations in Attachment IV being complied with, making the
operations unstable or unsafe or preventing support vessels from having
access to the Unit, or preventing the tugs' operations, at the time of
change of locations, although the Unit may operate normally, in spite of
the Bad Weather .........................................................
2) FORCE MAJEURE SITUATIONS - during the period when the Unit cannot operate,
due to act of God or force majeure, as defined in the TWELFTH CLAUSE of the
Contract, until the removal of the impediment or the rescission of the
Contract, as the case may be ..........................
3) WAITING - waiting for the arrival, maintenance or availability of materials
from PETROBRAS or third parties, under PETROBRAS' responsibility, even if
the Maintenance is made in the Unit; waiting for daylight to carry out
formation tests; waiting for orders from PETROBRAS, such as, but not
limited to: change of programs, definition to proceed with the completion
or other production activity, rest for PETROBRAS' team or of those of third
party at PETROBRAS' service; waiting for tugs or support vessels........
62
NOTE 1. The period spent in disconnecting the LMRP from the BOP due to
environmental conditions will be considered as Bad Weather situation, until the
return to the previous situation .........................................
NOTE 2. If a Bad Weather situation occurs which interrupts a Repair activity,
the waiting Rate (Ref 104) with a 40% (forty percent) reduction, will be due
during that period ...........................................................
Ref. 105 - Movement Rate - corresponds to 95% (ninety-five percent) of the
Operation Rate (TO) and will be applied during the following periods: ........
a) Beginning of the Contract - After the acceptance of the Unit's equipment
operating conditions, once the general testing provided for in Item 3.1. of
the contract has been carried out, until the spud in of the first well or
reentry in the first well (beginning of running the first tool for access
to the well); ................................................
b) Between locations - After the end of the completion or intervention
operations in a well, with the arrival of the BOP or tool used in the well
(the one which occurs last) in the moon pool, until the spud in or reentry
in a new well (beginning of running the first tool for access to the well);
NOTE: This period includes the DP system calibration and tests, always in each
new location, and in others in each Contract year or at any time, when requested
by PETROBRAS........................................................
63
c) End of Contract - After the end of the spud in or intervention operations
in the last well, with the arrival of the BOP or tool used in the well (the
one which occurs last) in the moon pool, until the Unit's arrival in a
place of sheltered waters, chosen in common agreement between the parties,
or, if there are PETROBRAS' equipment still aboard, until the withdrawal
of such equipment from the Unit.............
Ref. 106 MOBILIZATION OF THE Unit (MOB) - No rate will be due for the
mobilization of the Unit and its fittings.....................................
Ref. 107 DEMOBILIZATION OF THE Unit (DEMOB) - No rate will be due for the
demobilization of the Unit and its fittings...................................
2 - INCIDENTS IN THE PERFORMANCE .............................................
2.1. Exemption from Payment - PETROBRAS will be exempted from the payment of
the rates foreseen in this ATTACHMENT, during the period in which
occurs ...............................................................
2.1.1. Interruption of the services due to the CONTRACTOR's duly proven fault
arising from operational error and/or lack of material or equipment,
inclusive due to the loss of subaquatic equipment or spare parts
2.1.2. Stoppage of the services and/or of the Unit due to measures related to
impositions by made the insurers ..................................
2.1.3. CONTRACTOR's refusal to operate under the conditions foreseen in
Attachment VI - Environmental Operating Conditions ..................
2.1.4. Stoppage of the services and/or of the Unit for inspection or dockage
purposes, including surveys and dockages arising from act of God or
force majeure, as defined in the Twelfth Clause of the contract, the
corresponding expenses also running for the CONTRACTOR's account .....
64
NOTE 1. The exemption from payment will begin in the moment there is an
interruption of the operational continuity object of this contract, even if the
withdrawal of all or part of PETROBRAS' and/or the CONTRACTOR's cargo becomes
necessary for the inspection and/or dockage...........................
NOTE 2. The end of the exemption from payment, due to the inspection and/or
dockage, will occur:..........................................................
a) On the return to the same location, the moment the operation returns
to the previous situation;................................
b) On the mobilization to another location, the moment the Unit starts
sailing after PETROBRAS' or the CONTRACTOR's materials have been put
back on board. .....................................
2.1.5. Occurrence of kick, drill string sticking, loss of circulation, fishing
or abandonment, caused by the CONTRACTOR's duly proven action or
omission, from the moment the problem was ascertained, until the return
to the situation prior to its occurrence, or displacement to another
location, in the event of abandonment ........................
2.1.5.1. The exemption from payment referred to in 2.1.5 will be limited to a
period of 15 (fifteen) days, per event, after which the reduction
foreseen in subitem 2.2.3 of this ATTACHMENT will be applied
2.1.6. Occurrence of blow out caused by the CONTRACTOR's duly proven action or
omission, from the moment the problem was ascertained, until the return
to the situation prior to its occurrence ......................
65
2.1.6.1. The exemption from payment referred to in item 2.1.6 will be limited to
a period of 45 (forty-five) days, after which the reduction foreseen in
subitem 2.2.4 of this ATTACHMENT will be applied......................
2.1.7. Suspension of the services, determined by PETROBRAS' Inspection, based
on item 9.1.1 of the Contract...................................
2.1.8. Interruption of the operations due to a failure occurred in any of the
Unit's equipment, at the time of the testing to be carried out
according to item 3.1 of the contract ................................
2.1.9. In the occurrence of events of exemption from payment provided for in
subitem 2.1.1, 2.1.2, 2.1.3, and 2.1.7, for a total accumulated period
exceeding 30% (thirty percent) in any 6 (six) month period, PETROBRAS
may rescind the present contract, based on its subitem 10.1.13.........
2.2. REDUCTION IN THE DAILY OPERATION, WAITING AND MOVEMENT RATE...........
The rates foreseen in this Attachment will be reduced in the following
cases .............................................................
2.2.1. Total or partial inoperativeness or malfunction of any equipment which
delays or hinders the operation, such as, but not limited to, winches,
top drive, kelly spinner, geolograph, current meter, air compressors,
shale shaker, mixing pumps, mud laboratory equipment and bulk receipt
and transfer systems, are reason for the reduction of the daily rate
provided for in Ref 101, in 1% (one percent), cumulative per equipment,
provided the CONTRACTOR is notified in writing in the Daily Drilling
Certificate (ADP), by PETROBRAS' Inspection and which, after the time
limit the latter has set to repair said equipment, such repair has not
been made..................
66
2.2.2. Low Efficiency - Reference Rates 101 and 105 of this Attachment will
have suffer a 20% (twenty percent) reduction, in the event low
efficiency is verified, according to the operating efficiency parameters
listed below. Such reduction will be applied during the whole period
corresponding to the activity in which low efficiency is verified:....
Operating Parameters: ........................................................
- - - Maneuver of the drill string in a cased well (except BHA): ...............
o Inside the riser and 20" casing = 500 m/h.........................
o Inside the 13 3/8" casing = 600 m/h ..............................
o Inside of 9 5/8" casing = 700 m/h ................................
- - - Break of DP's per Unit - 25jt/h ..........................................
- - - Casing string running in the sea/inside the riser/previous casing (joints
with approximately 12 m long) ............................................
o 30" Casing - 2 jt/h ........................................
o 20" Casing - 5 jt/h ........................................
o 13 3/8" Casing - 13 jt/h ........................................
o 9 5/8" Casing - 18 jt/h ........................................
o 7" Casing - 15 jt/h ........................................
- - - Running of drilling riser, excluding normal time for testing (50 ft
joint): 45/m/h ...........................................................
- - - Pulling of drilling riser (50 ft joints): 60 m/h
- - - Installation or pulling of the kill/choke lines/ telescopic
joint/stretchers: 6.0h ...................................................
- - - Diverter installation or pulling: 2.0h ...................................
- - - Assembly of the dampening lines in the M.R.: 1.5h........................
67
- - - Assembly of the flexitube equipment: 5.0h. ...............................
- - - Assembly of the production tail: 2.0h ....................................
- - - Tubing running or pulling, per Unit - 150 m/h ............................
- - - Tubing running or pulling per section - 300 m/h...........................
- - - Completion risers running or pulling - 50 m/h ............................
- - - Assembly of terminal head and sling's -2.0 h .............................
- - - Moving of WCT to/from the moon pool - 3.0 h...............................
- - - Moving of tree cap or tree running tool to/from the moon pool - 2.5h .....
- - - Assembly of lubricator and wire line BOP - 1.5h
NOTE: The above mentioned operating parameters are based on normal weather
condition.....................................................................
2.2.3. Beginning on the 16th (sixteenth day), inclusive, of the occurrence of
kick, drill string sticking, loss of circulation or fishing, caused by
the CONTRACTOR's duly proven action or omission, until the return to
the situation prior to its occurrence, the applicable rate will be
reduced by 50% (fifty percent) ...............................
2.2.4. Beginning on the 46th (forty-sixth) day, inclusive, of the occurrence
of Blow out caused by the CONTRACTOR's duly proven action or omission,
until the return to the situation prior to its occurrence, the
applicable rate will be reduced by 50% (fifty percent) ...........
2.3. Period of Validity of the Contract Rates-the contract rates set forth
in this Attachment will apply in the period set forth below: .........
a) Beginning: release of the Unit, by PETROBRAS, to sail to the first
location, after the equipment general testing provided for in item
3.1 of the Contract has been carried out, with the exception of the
provision in its subitem 3.1.1.1................
68
b) End: after the end of the completion of the last well, with this
Unit's arrival at a port or sheltered waters chosen by common
agreement between the parties, and if there is PETROBRAS' equipment
still aboard, with the withdrawal of such equipment from the Unit.
2.4. Blow-Out - PETROBRAS will be responsible for the well control operation
costs, in the event of blow-out and caving caused by the blow-out. Such
provisions apply only to the well control costs and do not apply to the
loss of assets, lesions and/or damages caused by the blow-out, which
are protected by the provisions of the pertinent items of this
contract. The CONTRACTOR undertakes to place at PETROBRAS' disposal all
of its resources in personnel -and equipment related to this Contract,
without any additional charges to PETROBRAS. If the CONTRACTOR has
contributed with duly proven action or omission for the occurrence of
the accident, no rate will be due, until the solution of the problem,
in compliance with the provisions in subitems, 2.1.6 and 2.2.4 of this
Attachment ........................................
(End of ATTACHMENT)...........................................................
69
ATTACHMENT III - Unit PRICES SPREADSHEET
CHARTERING
ATTACHMENT III - Unit PRICES SPREADSHEET
CHARTERING
- - -------------------------------------------------------------------------------
Unit PRICES SPREAD SHEET Contract NO. 101.2.008.97-9
- - -------------------------------------------------------------------------------
OBJECT OF BID: CHARTERING OF A FLOATING Unit, PROVIDED WITH DYNAMIC
POSITIONING SYSTEM.
- - -------------------------------------------------------------------------------
PLACE OF OPERATION: BRAZILIAN CONTINENTAL SHELF AND INTERNATIONAL WATERS
- - -------------------------------------------------------------------------------
Unit'S NAME: AMETHYST 6
- - -------------------------------------------------------------------------------
COMPANY'S NAME: MARITIMA NAVEGACAO E ENGENHARIA LTDA.
- - -------------------------------------------------------------------------------
CODE ITEMIZATION Unit Unit PRICE (US$)
- - -------------------------------------------------------------------------------
OPERATION RATE
02.222.305 (Ref. 101) DAY 119,999.70
- - -------------------------------------------------------------------------------
REPAIR RATE (Ref. No rate will be
02.222.306 102) DAY due
- - -------------------------------------------------------------------------------
WAIT. - BAD
WEATHER RATE
02.222.307 (Ref. 104.1) DAY (95% OF Ref. 101)
- - -------------------------------------------------------------------------------
WAITING RATE -
FORCE MAJEURE
02.222.308 (Ref. 104.2) DAY (95% OF Ref. 101)
- - -------------------------------------------------------------------------------
WAITING RATE -
WAITING
02.222.309 (Ref.104.3) DAY (95% OF Ref. 101)
- - -------------------------------------------------------------------------------
70
- - -------------------------------------------------------------------------------
MOVEMENT RATE
02.222.310 (Ref. 105) DAY (95% OF Ref. 101)
- - -------------------------------------------------------------------------------
MOBILIZATION RATE NO RATE WILL BE
02.222.311 (Ref. 106) UNIQUE DUE.
- - -------------------------------------------------------------------------------
DATE OF THE
SIGNATURES PROPOSAL
- - -------------------------------------------------------------------------------
PETROBRAS CONTRACTOR
(illegible) (illegible) 09/08/97
- - -------------------------------------------------------------------------------
(Illegible rubber stamp.)......................................................
71
Contract No. 101.2.159.97-1
CHARTERING
ATTACHMENT IV
MUTUAL OBLIGATIONS
- - -------------------------------------------------------------------------------
DESCRIPTION ON ACCOUNT OF SUPPLIED BY
----------------------------------------------------
PET CONT PET CONT
- - -------------------------------------------------------------------------------
1. Production Adaptor
Base and WCT X X
- - -------------------------------------------------------------------------------
2. Cement, bentonite,
baritine and other
materials and
additives for
manufacturing mud and
cementing. X X
- - -------------------------------------------------------------------------------
2. (sic) Cementing and logging Unit:
a) Installation and
removal X X
b) Maintenance X X
c) Rent X X
- - -------------------------------------------------------------------------------
3. Equipment and tools
specific for
evaluation, completion
and production
operations of wells. X X
- - -------------------------------------------------------------------------------
72
- - -------------------------------------------------------------------------------
DESCRIPTION ON ACCOUNT OF SUPPLIED BY
----------------------------------------------------
PET CONT PET CONT
- - -------------------------------------------------------------------------------
4. Fishing tools and
replacement materials
for pipes and production
tools:
a) Foreseen in
Attachment I X X
b) Not foreseen in
Attachment I X X
- - -------------------------------------------------------------------------------
5. Equipment, tools and
replacement materials
needed for the
services of logging,
formation tests and/or
production and/or
perforation, not
included in Attachment
I. X X
- - -------------------------------------------------------------------------------
6. Lubricants and
greases for the
CONTRACTORs equipment X X
- - -------------------------------------------------------------------------------
7. Industrial and
fresh water. X X
- - -------------------------------------------------------------------------------
73
- - -------------------------------------------------------------------------------
DESCRIPTION ON ACCOUNT OF SUPPLIED BY
----------------------------------------------------
PET CONT PET CONT
- - -------------------------------------------------------------------------------
8. Replacement
materials, including
for fishing tools and
other CONTRACTOR's
equipment listed in
Attachment I. X X
- - -------------------------------------------------------------------------------
9. Consumer equipment
and materials for
completion fluid tests
listed in Attachment
I. (Note: PETROBRAS
will inform monthly on
the minimum stock
needed). X X
- - -------------------------------------------------------------------------------
10.Steel ropes,
slings, sisal or nylon
ropes and cordage in
general, needed for
tying towlines, for
mooring support
vessels and in cargo
evaluation, completion
and handling. X X
- - -------------------------------------------------------------------------------
11.Hoses for loading
and unloading of
liquids and bulk
material with
connections compatible
with those of the
supply vessels. X X
- - -------------------------------------------------------------------------------
12.Materials to make
completion fluid. X X
- - -------------------------------------------------------------------------------
13.Conventional bits. X X
- - -------------------------------------------------------------------------------
74
- - -------------------------------------------------------------------------------
DESCRIPTION ON ACCOUNT OF SUPPLIED BY
----------------------------------------------------
PET CONT PET CONT
- - -------------------------------------------------------------------------------
14.Safety equipment
for individual use:
gloves, helmets,
boots, masks, ear
protectors, and other
personal use equipment
for the CONTRACTOR's
employees. X X
- - -------------------------------------------------------------------------------
15.Services, materials
and equipment to mark
locations. X X
- - -------------------------------------------------------------------------------
16.Surveying of the
sea bottom, if
necessary. X X
- - -------------------------------------------------------------------------------
17.Welding equipment
and material needed
for well completions
and abandonment
operations. X X
- - -------------------------------------------------------------------------------
18.Bulls eye for
running tools. X X
- - -------------------------------------------------------------------------------
19.Warehouses, office
and storage area for
the CONTRACTOR on land. X X
- - -------------------------------------------------------------------------------
20.Radio-beacon with
working frequencies
compatible with those
mentioned in
Attachment I. X X
- - -------------------------------------------------------------------------------
21.Safety and survival
equipment, including
maintenance (subjected
to periodical
inspection by
PETROBRAS. X X
- - -------------------------------------------------------------------------------
22.Screens for mud
sieves, according to
PETROBRAS'
specifications. X X
- - -------------------------------------------------------------------------------
75
- - -------------------------------------------------------------------------------
DESCRIPTION ON ACCOUNT OF SUPPLIED BY
----------------------------------------------------
PET CONT PET CONT
- - -------------------------------------------------------------------------------
23.Materials for the
maintenance of
equipment and test
lines, supplied by the
CONTRACTOR, for
formation testing
and/or production
(painting, boiler
factory and welding). X X
- - -------------------------------------------------------------------------------
24.VX ring, VX with
HYCAR and VX with lead
insert for connection
BOP-WELLHEAD, LMRP-BOP
STACK:
a) In normal operation X
b) In reinstallation X X
due to problem with
the ESCP X X X
- - -------------------------------------------------------------------------------
25.VX ring, VX with HYCAR
and VX with lead
insert for WCT. X X X
- - -------------------------------------------------------------------------------
76
- - -------------------------------------------------------------------------------
DESCRIPTION ON ACCOUNT OF SUPPLIED BY
----------------------------------------------------
PET CONT PET CONT
- - -------------------------------------------------------------------------------
26.Remote operation
submarine vehicle
(ROV)
a) Installation and
removal X X
b) Maintenance X X
c) Rent X X
- - -------------------------------------------------------------------------------
77
- - -------------------------------------------------------------------------------
DESCRIPTION ON ACCOUNT OF SUPPLIED BY
----------------------------------------------------
PET CONT PET CONT
- - -------------------------------------------------------------------------------
a) Supplied by the
CONTRACTOR X X
- - -------------------------------------------------------------------------------
b) Supplied by
PETROBRAS X X
- - -------------------------------------------------------------------------------
27.Hydraulic fluid for
BOP driving and test. X X
- - -------------------------------------------------------------------------------
28.Hydraulic fluid for
WCT driving and test. X X
- - -------------------------------------------------------------------------------
29.Special greases for
pipes and completion
equipment. X X
- - -------------------------------------------------------------------------------
30.Individual safety
equipment for
operation in the moon
pool. X X
- - -------------------------------------------------------------------------------
31.Paper and ink for
microcomputer printer. X X
- - -------------------------------------------------------------------------------
32.Beacons,
hydrophones, transducers,
transponders, batteries. X X
- - -------------------------------------------------------------------------------
33. Diesel oil
a) up to the limit set
forth in Clause
4.6.2. X X
b) above the limit set
forth in Clause
4.6.2. X X
- - -------------------------------------------------------------------------------
34.Filter elements for
the completion fluid
filtering Unit. X X
- - -------------------------------------------------------------------------------
78
ATTACHMENT V
LIST OF (MINIMUM) SPECIALIZED PERSONNEL
ABOARD
----------------------------------------
- Captain or Barge 1
----------------------------------------
- Tool Pusher (1
board
superintendent) 2
----------------------------------------
- Driller 2
----------------------------------------
- Assistant Driller 2
----------------------------------------
- Derrickman 2
----------------------------------------
- Roughneck 6
----------------------------------------
- Crane Operator 2
----------------------------------------
- Area Man 8
----------------------------------------
- Welder 2
----------------------------------------
- Watchstander 2
----------------------------------------
- Subsea Engineer 1
----------------------------------------
- Mechanic 1
----------------------------------------
- Assistant Mechanic 1
----------------------------------------
- Electrician 1
----------------------------------------
79
----------------------------------------
- Assistant
Electrician 1
----------------------------------------
- Radio Operator
(Portuguese
speaking) 2
----------------------------------------
- Male nurse 1
----------------------------------------
- Storekeeper 1
----------------------------------------
- Safety guard 1
----------------------------------------
NOTE: Supplementary personnel will be supplied according to the CONTRACTOR's
conveniences and needs or to comply with the requirements of government laws....
80
CONTRACT NO. 101.2.159. 97-1...................................................
ATTACHMENT "VI"
ENVIRONMENTAL OPERATING CONDITIONS
(PERMISSIBLE LIMITS FOR ENVIRONMENTAL
CONDITIONS ACTING SIMULTANEOUSLY)
- - -------------------------------------------------------------------------------
PITCH
OR
HEAVE ROLL WIND WAVE CURRENT
OPERATION (FEET) (DEGREES) (MPH) (FEET) (KNOTS)
- - -------------------------------------------------------------------------------
Conductor's jetting/driving 2.0 2.5 30 3.0 1.4
- - -------------------------------------------------------------------------------
Drilling 2.5 3.0 30 3.0 1.4
- - -------------------------------------------------------------------------------
Casing running 2.0 3.0 30 3.0 1.4
- - -------------------------------------------------------------------------------
Casing hanger setting 1.5 2.0 30 2.1 1.4
- - -------------------------------------------------------------------------------
BOP running 1.5 1.5 19 2.1 2.5
- - -------------------------------------------------------------------------------
BOP setting 1.5 1.5 19 2.1 1.4
- - -------------------------------------------------------------------------------
Maneuvering 3.5 3.0 44 8.5 1.4
- - -------------------------------------------------------------------------------
LMPR disconnection 7 4 51 10.5 2.5
- - -------------------------------------------------------------------------------
LMPR connection 1.5 1.5 19 2.1 1.4
- - -------------------------------------------------------------------------------
Formation testing 3.5 4.0 44 8.5 1.4
- - -------------------------------------------------------------------------------
Operation with boats 2.5 3.0 39 6.7 1.4
- - -------------------------------------------------------------------------------
Running the WCT (lay-away) 1.5 1.5 19 2.1 2.5
- - -------------------------------------------------------------------------------
81
- - -------------------------------------------------------------------------------
Running the WCT (without
lines) 1.5 1.5 19 2.1 2.5
- - -------------------------------------------------------------------------------
Operation with flexitube 2.0 3.0 30 5.0 1.4
- - -------------------------------------------------------------------------------
Operation with wire-line 3.0 4.0 44 8.5 1.4
- - -------------------------------------------------------------------------------
82
CONTRACT NO 101.2.159. 97-1.....................................................
ATTACHMENT VIII
EQUIPMENT TESTING PROGRAM
In order to carry out the Unit's equipment testing in an easier and
more agile manner, the CONTRACTOR is to submit to PETROBRAS, as quickly as
required the following documents:.............................................
1. CERTIFICATES............................................................
a) Survey and Appraisal Report, updated and valid for the fiscal year
regarding the Unit offered, issued by one of the entities: ABS,
NOBLE & DENTON, DNV, LLOYDS or BUREAU VERITAS, and if the report is
issued abroad, it will be translated into Portuguese by a sworn
public translator and notarized in the Brazilian
Consulate.........................................................
b) Classification or Class Confirmation Certificate for hull and
equipment, compatible with the proposal submitted (certified
copy);............................................................
c) Report on claims from the classification societies mentioned in the
Class Confirmation Certificate (in the event there are
claims);..........................................................
NOTE:PETROBRAS will evaluate the above mentioned documents and will
indicate in what time limits eventual claims will be settled,
and at PETROBRAS' judgment, it can be at the time the Unit's
inspection or at mobilization after the Contract is
signed...................................................
d) Freeboard Certificate;............................................
e) IOPP (International Oil Pollution Prevention) Certificate;........
f) IMO-MUDU-CODE Certificate - Mobile Offshore Drilling Unit - latest
edition (unnecessary for Drill Ship);......................
83
g) Cargo Ship Safety Equipment Certificate;..........................
h) Cargo Ship Safety Construction;...................................
NOTE: All documents required are to be within their period of
validity....................................................
2. INDUSTRIAL SAFETY AND ENVIRONMENTAL CONTROL.............................
- Manuals and emergency plans in the Portuguese Language............
3. STORAGE CAPACITY........................................................
- Complete floor plan of bulk movement system, specifying:..........
a) Exclusive lines to move cement;.............................
b) Exclusive lines to move bentonite and baritine;.............
c) Location and type of bulk line valves and their respective
driving systems;............................................
d) Pneumatic lines for cleaning and clearing bulk lines;.......
e) Location of the manometers;.................................
f) Quantity, flow, operation pressure and location of
compressors;................................................
g) Quantity, flow, operating pressure and location of the air
drying Unit(s);.............................................
h) Schematic drawing of each silo with their respective aeration
systems and points of connection with the bulk
lines.......................................................
4. FLUID CIRCULATION AND PROCESSING SYSTEM.................................
- Sketch of the system emphasizing pulsation dampers (suction and
tamping), safety valves, feed pumps, position of the suction lines
in relation to the suction sieves' tanks and filters........
- Floor plan of the drilling fluid feed and discharge lines showing
the flexibility in relation to the sand traps and mud tanks.......
84
- Floor plan of the degasser installation showing the active tank,
separate processed mud and gas discharge lines, emphasizing this
line's connection point with the gas discharge line...............
- Floor plan of the mud tanks system, emphasizing the supply lines,
gun lines, mixture funnel and centrifugal pumps interconnection
lines.............................................................
5. WELLHEAD SAFETY EQUIPMENT SYSTEM........................................
- Sketch of the BOP/LMRP, specifying lines, valves and
measures/dimensions...............................................
- Floor plan of the kill and choke lines from the BOP to the choke
manifold, specifying valves, connections, dampener chambers,
anchorage points and interconnection with the other systems.......
- Floor plan of the atmospheric air separator.......................
- Layout of the trip tank installation, giving the following
information:......................................................
a) Capacity;...................................................
b) Location;...................................................
c) Sensitivity;................................................
d) Measuring system;...........................................
e) Scale type;.................................................
f) Driller's scale visualization conditions;...................
g) Supply System for the above item............................
- Floor plan of the stand pipe manifold, specifying lines, valves,
manometers and interconnections with the other systems............
85
10. FISHING TOOLS AND ACCESSORIES...........................................
- Inspection report on all components of the fishing tools (used
equipment) or purchase vouchers (for new tools)...................
11. SUNDRY SYSTEMS..........................................................
- Winches load test certificate.....................................
- Description of the compressed air system, emphasizing compressors,
layout of lines, valves and interconnection with the other
systems.....................................................
- Preventive Maintenance Plans with their respective timecharts.....
- Ballast and sewer flowchart.......................................
- Proof will be needed for the existence on board and for the
operating capacity of all equipment and accessories listed in
Attachments C and D to the chartering and services rendering
Contracts.........................................................
NOTE:Such equipment must be in places of easy access for survey.
A) RECEIPT TEST......................................................
86
- Proof will be needed for the existence on board and for the
operating capacity of all equipment and accessories listed in
Attachments C and D to the chartering and service rendering
Contracts.
NOTE: Such equipment must be in places of easy access for inspection
- The following systems, equipment and tools listed below will
be checked, inspected and tested:......................
1) DRILL STRING, COMPONENTS AND ACCESSORIES....................
- The CONTRACTOR will submit recent inspection reports,
according to the specification API RP7G for the whole
drill string and accessories such as, but not limited
to: drill pipes, drill collars, HW, Subs, stabilizers,
reamers, bumper subs, lift-sub, kelly, slips, elevators,
fishing tools, etc., which prove the good conditions of
the string and its accessories. The information from the
reports and the general conditions of the string and its
accessories will be checked by PETROBRAS by means of a
sampling inspection. In the event of discrepancy between
the data submitted by the CONTRACTOR and those checked
by PETROBRAS, showing an inadequate condition of the
string and its accessories, the CONTRACTOR will carry
out another inspection, for its own account...........
NOTE 1: Any equipment refused by the inspection will be
immediately repaired or replaced by the
CONTRACTOR, for its own account.................
87
NOTE 2: For the string, components and new accessories,
no inspection report will be required, documents
proving that such equipment is new will be
sufficient..............................
NOTE 3: The CONTRACTOR's equipment will be stored and
arranged so as to facilitate the inspection by
sampling to be carried out by PETROBRAS.........
- The same procedure will be adopted for the telescopic
joints and flexible joints............................
2) EXTRACTOR OF SOLIDS.........................................
The following will be examined:.............................
- sieves,...............................................
- desander,.............................................
- degasser, -test suction and discharge................
- centrifuge (if any)...................................
The operation and work pressure, as well as the existence
of manometers, will be checked..............................
3) MUD TANKS AND VALVES........................................
Waterproofness, working of the agitators, mixture funnel
and depth gun, besides the existence of fixed marks to
control the tanks volume will be checked....................
4) CENTRIFUGAL PUMPS...........................................
The following will be checked:..............................
88
- working, vibration and noises;........................
- Packing (leaks);......................................
- Work pressures........................................
NOTE: Items 3 and 4 will be tested with sea water................
5) MUD LABORATORY AND TEST EQUIPMENT...........................
The existence on board and the adequacy to the requirements
described in Attachments B and C to this Contract will be
checked.....................................................
6) DRILLING DERRICK............................................
Maintenance conditions (corrosion), fastening system and the
conditions of the traveling block rails will be
examined....................................................
7) CROWN BLOCK.................................................
The pulleys will be examined as to the profile wear,
alignment, clearance, buckling of the axles, lubrication,
etc.........................................................
8) MUD PUMPS...................................................
The following will be carried out:..........................
- observation of working, vibrations, noises;...........
- pressure and maximum work flows tests for the liner
used;.................................................
- safety valve working test;............................
- checking of the suction and discharge pulsation
dampeners;............................................
- watertightness tests with nominal pressure of the mud
pumps and of all manifold valves;.....................
89
- watertightness tests with nominal pressure of all
manifold values of the stand pipe manifold and of the
kelly hose;...........................................
- random disassembling of the suction for visual
inspection of the piston, sleeve, packing, valve and
seat..................................................
9) SWIVEL......................................................
The mandril, gooseneck, body, etc., will be check and nominal
pressure test with rotation will be performed.......
10) MOTION COMPENSATOR...........................................
The piston alignment, lock bar, alignment in the rail, general
conditions, leaks and chains will be checked........
11) RISER AND GUIDE LINE TENSIONERS.............................
The general conditions, leaks, pulleys and cables will be
inspected...................................................
12) RISER RECOIL SYSTEM/HANG OFF SYSTEM/FILL-UP SYSTEM VALVE
(IF ANY)....................................................
The systems' operation will be checked......................
13) HIGH COMPRESSORS AND AIR RESERVOIRS.........................
The general conditions, leaks, lines and system yield will be
checked..................................................
14) TOP DRIVE...................................................
Working tests (connection and disconnection of one or more
sections of the DP's) will be carried out and the general
conditions will be inspected................................
15) KELLY SPINNER...............................................
90
The general conditions, specially the rollers' wear, and
working will be checked, and connection and disconnection
operation of one or more DP's will be carried out...........
16) HOOK........................................................
The general conditions and the locking system will be
checked.....................................................
17) TRAVELING BLOCK.............................................
The pulleys wear, axles alignment, lubrication system,
retraction system, etc., will be inspected..................
18) DRAWWORKS...................................................
- The operation of the mechanical break system (brake
bands), electromagnetic (distance between irons, voltage
level and SCR feeder conditions), cooling system and
clutcheads will be checked.................
- The operation of the cat-heads and height limitator with
the assembly/ disassembly of one or more command
sections, will be checked.............................
19) ROTARY TABLE................................................
The operation in high and low, brake system, tachometer and
lubrication ................................................
20) TRIP TANK...................................................
Capacity, installation site, sensitivity to the level
indicator system, visualization condition and supply system
will be inspected...........................................
21) HYDRAULIC TONGS AND PNEUMATIC SPIDER FOR CASING AND
PNEUMATIC TONGS FOR DRILL PIPES.............................
- Operation tests will be made and maintenance conditions
will be checked...............................................
91
22) SAND-LINE OR WIRE-LINE SYSTEM...............................
- Operation of the clutches and brake will be tested by lowering
the photoclinometer inside the drill string coinciding with
the photoclinometer overshot test (TOTCO) will be tested. Test
to be made on location before the beginning of the
operations.................................
- The existence of an alignment guide for the sand-line cable in
the drum will be checked.................................
23) CHOKE MANIFOLD..............................................
All valves with low pressure (300 psi) and in high pressure
(system's work pressure), Manometers, hydraulic choke
operation, manual choke, remote control panel, etc., will
be tested...................................................
24) UPPER AND LOWER KELLY COCK, INSIDE BOP AND SAFETY VALUE
- Drivers will be tested and work pressure tests will be
made...............................................
92
- The end connections of each element will be checked and
tested with work pressure. The CONTRACTOR should have
end seal plugs adequate for the test.............
25) KILL AND CHOKE LINES HOSES..................................
The end connections will be checked and tested with the
system's work pressure. The CONTRACTOR should have end
seal plugs adequate for the test............................
26) DRILL INSTRUMENTATION SYSTEM................................
The following will be tested:...............................
- geolograph;...........................................
- rotary table tachometer;..............................
- manometers;...........................................
- stroke counter;.......................................
- level control in the mud tanks;.......................
- torque indicator......................................
27) FLARE PIPE AND BOOMS........................................
Their existence on board will be checked, analyzing the
maintenance conditions of the lines by means of inspection,
and the facilities for installation of the production test
equipment system............................
28) BOP SYSTEM..................................................
The following will be carried out:..........................
93
- pressure tests of the slide valves with low pressure and
high pressure, compatible with the system.........
- pressure tests of the annulars with low pressure and
high pressure, compatible with the system.............
- complete function test in both POD's, through all
panels................................................
- choke and kill valves tested with low pressure and high
pressure, compatible with the system.............
- working of the shear ram valve will be checked with
opening for examination of the blades conditions......
- the opening and closing of all ram, annular a kill and
choke valve chambers will be tested...............
- the hydraulic driving Unit will be checked as to: fluid
used, fluid low level alarm, low air pressure and low
accumulators pressure, maintenance conditions, leaks and
mixing systems..................
- the volumetric capacity of accumulators and the capacity
of electric and pneumatic pumps of the hydraulic Unit
will be tested.........................
- the locking system of the ram valve(s) will be tested.
- the SPM valves conditions will be checked by opening and
inspecting one of them, chosen at random..........
- the locking/unlocking system of the H-4 hydraulic
connectors will be tested.............................
- the surface and bottom accumulators' pre-charge will be
checked............................................
94
- the operation of the following systems will be tested:
o driving back-up.................................
o emergency recovery..............................
o handling........................................
29) TRAVELING TONGS, EZY-TORQ, TORQUE SENSOR, SLIPS, ETC........
One or more sections of the drill collars and drill pipes
will be assembled/disassembled to check the working of such
equipment. The general maintenance conditions, chuck jaws
and cables will be checked..................................
30) BULK TRANSFER SYSTEM........................................
The following will be carried out:..........................
- the operation of the compressor will be checked, and
noise, oil and air leaks, and maintenance state, filters
and dehumidifier will be inspected............
- operation and watertightness of valves, lines and silos
will be checked, looking for possible clodding..
- transfer of cement from 1 silo to the daily silo (if
any) and from this to the surge- tank will be made....
31) EMERGENCY ENERGY GENERATION SYSTEM..........................
- a black-out in the energy system generation system will
be simulated to see if the emergency generator is
automatically turned on............................
32) MAIN MOTOR-GENERATORS ASSEMBLY..............................
95
The following will be carried out:
- vibration, noises, insulation, leaks, maintenance, etc.,
will be checked.................................
- generators input and output in the bus bar, synchronism
and load divisions will be tested.........
- load and voltage and frequency regulation will be
tested................................................
33) DESSALTER...................................................
Operation and production capacity will be checked...........
34) CAT-LINES CRANES............................................
The following will be carried out:
- operation of the winches and maintenance of the cabled
will be checked................................
- the elevation and rotation system, the operation with
flying boom and pulley block and the operation of the
boom height pawl will be checked......................
- the report of the last inspection carried out by the
Unit's classification society in the winches will be
examined..............................................
35) DEJECTA TREATMENT Unit......................................
Its operation will be inspected.............................
36) TELECOMMUNICATION SYSTEM....................................
Operational tests will be made in all radio equipment existing
on board, including radio-beacon...................
96
37) OVERHEAD TRAVELING CRANE....................................
Their operation, and the maintenance conditions of cables and
sliders will be examined................................
38) DC/SCR MOTORS...............................................
The maintenance conditions and insulation, as well as the
collectors and brushes will be examined.....................
- SCR functional test...................................
39) DIVERTER....................................................
The following will be tested:...............................
- flow line wing valves;................................
- diverters and insert packer lock;.....................
- the control panel will be checked.....................
40) SAFETY EQUIPMENT............................................
SALVAGE.....................................................
Fireproof rigid vessels (capsules, whalers):................
- lowering, motor, fuels, sprinklers, start;............
- rations, garnishing, hatches, cleaning, fire
extinguisher, signaling equipment.....................
Inflatable rafts:...........................................
- quantity, capacity, location, height in relation to the
sea;..............................................
- validity of the last inspection, means of access to the
sea;..............................................
- conditions of the cocoon..............................
97
Jackets:....................................................
- quantity (sufficiency), location, protection, and
maintenance...........................................
Life-buoys:.................................................
- quantity (sufficiency), location, heaving-lines,
lanterns, smudge pots.................................
Escape routes:..............................................
- vertical and horizontal signaling (indicative plates);
- clearing, lighting(emergency).........................
WATER SUPPLY SYSTEM FOR FIRE FIGHTING.......................
Fire ring:..................................................
- water system for the platform;........................
- sprinkler system;.....................................
- painting, corrosion, signaling, visual conditions;....
- valves, hydrants, guns................................
Fire pumps:.................................................
- operation;............................................
- motor, fuel, start, panel, tests......................
FIRE FIGHTING FIXED SYSTEMS.................................
- Foam system: chambers, tanks, guns, hydrants and carrier
liquid........................................
- Cylinders; conditions, reloading, retesting (CO2 or
HALON, if any)........................................
- Lines and diffusers: general conditions..............
98
- Automatic: feedings, panels, batteries, detectors,
tests;................................................
- Manual: commands, interconnections, tests;...........
- Alarms: interconnections.............................
FIRE EXTINGUISHERS
- water, carbon dioxide, chemical powder (portable and
carts);...............................................
- distribution, location, general conditions;...........
- revision, recharge, retest, control, meters,
replacement...........................................
FIRE POSTS..................................................
- hose, keys, sprinkler;................................
- fiber boxes, general conditions, post identification;.
- visual signaling: sufficiency and general conditions.
EMERGENCY EQUIPMENT.........................................
- autonomous breathing apparatuses, reserve bottles,
breathable air fixed system, fire proximity clothing,
flashlight, ax, safety belts;.........................
- distribution, location, general conditions, inventory,
maintenance and replacement...........................
COMMUNICATIONS AND ALARMS...................................
- telephone (internal, external): Operating capacity;..
- radiophony: VHF. Operating capacity;................
- portable transceptors: quantity; distribution, intrinsic
safety;.....................................
99
- intercom: quantity, distribution, and horns audibility,
interconnection with the platform, coding of sound alarm
tones, amplifiers;.....................
- visual signaling: sufficiency, general conditions;...
- fire alarm, glass breaking type: batteries, bells,
tests.................................................
EMERGENCY LIGHTING..........................................
- charger, batteries and lanterns.......................
HELIDECK....................................................
- protection: guns, fire extinguishers, salvage
equipment;............................................
- painting, protection screen, net, landing lights, safety
warnings;......................................
- guest welcoming practices.............................
LOAD LIFTING................................................
- winches: general conditions, operation, signaling,
maintenance;..........................................
- manual and electric tackles: general conditions,
operation, signaling, maintenance;....................
- material movement and storage areas...................
TRAINING....................................................
- abandonment, fire fighting, first aid and brigade.....
MANUALS AND PLANS...........................................
- emergency; safety;....................................
- disclosure, knowledge;................................
- distribution, control, updating;......................
100
- tasks schedules for emergency and abandonment
situations, including in Portuguese...................
ORDER AND CLEANLINESS.......................................
- installation's general aspect;........................
- particularly alarming places..........................
SMOKE, HEAT AND GAS DETECTION SYSTEM........................
- test of hydrocarbons detection sensors................
BALLAST AND SEWER SYSTEM....................................
- functional test.......................................
41) ANCHORING SYSTEM............................................
42) DYNAMIC POSITIONING SYSTEM..................................
43) PROPULSION SYSTEM...........................................
B) LOCATION MOVING TEST..............................................
To be defined between the CONTRACTOR and PETROBRAS................
C) BEGINNING OF Contract YEAR TEST...................................
To be defined between the CONTRACTOR and PETROBRAS................
101
Contract No. 101.2.159.97-1...................................................
ATTACHMENT "IX"
PROCEDURES IN THE EVENT OF FATAL ACCIDENTS
1. If, during the period of validity of the Contract, a fatal accident occurs
with a CONTRACTOR's employee, the CONTRACTOR should:.............
1.1. Notify the Inspection immediately, for the proper measures;.............
1.2. Take measures so that the employee's relatives be notified with the utmost
urgency on the event, giving them the social support due;........
1.3 Formally establish an Investigation Commission, within 48 hours after the
accident, in order to, in the maximum time limit of 15 days, identify the
causes and recommend the measures deemed necessary to prevent similar
accidents...............................................
2. The report should contain, at least, the following information regarding
the accident:.................................................
- description;......................................................
- exact location;...................................................
- data regarding the injured persons;...............................
- basic and immediate causes;.......................................
- measures to be taken in order to prevent its repetition...........
3. The CONTRACTOR should guarantee the Commission enough authority and
autonomy to carry out the investigations without any restrictions.......
4. A PETROBRAS' employee should participate in the Commission, appointed by
the authority in charge of the operational office....................
102
5. After conclusion of the Commission's work, it will also behoove the
CONTRACTOR, at the Inspection's request, to disclose the results of the
report, so as to convey the experience from the accident to other
Contractor companies....................................................
(All pages of the document were initialed.)...................................
- - --------------------------------------------------------------------------------
THESE BEING the precise terms and content of the aforementioned document, I
hereby set my Hand and Seal on this Translation, performed on the 5th of
February, 1998, in this City of Rio de Janeiro, Federative Republic of Brazil.
/s/ MARCIA BARBOSA SERRA
____________________________________
Marcia Barbosa Serra
Sworn Public Translator
103