EXHIBIT 10.10
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. 3975/97
(Xerox copy submitted for translation.).......................................
(On paper with letterhead of Petroleo Brasileiro S.A. PETROBRAS.)............
CONTRACT 101.2.101.97-0.......................................................
SERVICES RENDERING CONTRACT
SERVICES RENDERING CONTRACT ENTERED INTO
BETWEEN PETROLEO BRASILEIRO S.A. - PETROBRAS AND THE COMPANY
MARITIMA NAVEGACAO E ENG. 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 (E&P), Engineer LUIZ
EDUARDO G.
(2)
CARNEIRO, henceforth 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
to render services, with the use of the Dynamic Positioning Floating Unit
AMETHYST 5 and its accessories, described in Attachment I, henceforth called
the UNIT, according to the authorization of PETROBRAS' Executive Board
(MINUTES No. 4.116, Item No. 24, dated 09/18/97) the parties being bound to
the terms of the Invitation to Bid No. 101.0.001.97-6 and subjected to the
following Clauses and Conditions: ............................................
(End of the Qualification) ...................................................
(3)
FIRST CLAUSE - OBJECT.........................................................
1.1. The object of the present CONTRACT is the rendering, by the CONTRACTOR,
of the services of 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
by using the UNIT................................................
1.1.1. For the fulfillment of the present CONTRACT, the CONTRACTOR is to
maintain its base of operation in the City of Macae-RJ................
1.2. The services object of the present CONTRACT are contained in the
Continental Shelf Activities and Disbursement and Cost Plans, under the
following codes: .....................................................
B 12100-Boring-Production Development.................................
A 22100-Boring-Exploratory Drilling...................................
B 13200-Completion and Intervention for Evaluation-Production
Development........................................................
A 24200-Intervention for Evaluation-Exploratory Drilling..............
C 15200 = Workover Operation..........................................
(End of Clause)...............................................................
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SECOND CLAUSE - PERIOD OF VALIDITY AND DURATION..............................
2.1. Period of Validity-The present CONTRACT binds the parties as of its
signature.............................................................
2.2. Duration-The present CONTRACT will have a duration of 2,190 (twenty-one
hundred and ninety) days..............................................
2.2.1. 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
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 at 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
limit.................................................................
2.2.3. This CONTRACT may be extended for successive periods of 365 (three
hundred and sixty-five) consecutive days, 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 Brazil - 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 07/06/99, the provision set forth in item 9.1 of this CONTRACT
being complied with ..................................................
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
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PETROBRAS' materials, and also the general equipment testing will begin
as foreseen in item 3.1 of this
CONTRACT..............................................................
(End of Clause)...............................................................
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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
CONTRACTOR will be released to begin operations after proving the good
operating conditions of the equipment which comprise the Unit's main
systems, such as, energy generation and distribution system, anchoring
system, industrial safety, liquid and bulk storage, fluid circulation
and processing, safety and wellhead, column elevation, rotation and
handling, 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 3
(three) days, after which the UNIT will be released to sail nothing
pending in the Unit's main systems, as defined 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 fee 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..............................
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3.2. Operation -To render the services object of this CONTRACT using the
UNIT and the equipment listed in ATTACHMENT I, complying with the other
conditions of and ATTACHMENTS to this CONTRACT, according to the
international standards recommended for services of such nature.........
3.2.1. Safety Standards - The CONTRACTOR will carry out the services in strict
compliance with the international safety standards for work of such
nature, aiming at the protection of personnel, materials and equipment
that belong to it, PETROBRAS and third parties. PETROBRAS' Safety Rules,
which the CONTRACTOR states to know will be particularly complied with.
In the event of conflict, between PETROBRAS' standards and the
Contractor's, the Contractor's Standards will prevail, unless PETROBRAS
expressly requires to the contrary in each case............... .......
3.3. Supply of Materials - To be responsible for the purchase, when requested
by PETROBRAS, in the domestic market, of other materials needed to
render the services object of this CONTRACT. The purchase of the
materials mentioned in this item will be submitted to the prior approval
by PETROBRAS which will reimburse them as set forth in item 4.2.....
3.3.1. The materials mentioned in item 3.3 will be delivered by the CONTRACTOR
to PETROBRAS, at the port or airport the latter indicates.............
3.3.2. To submit the expense vouchers in the maximum period of 60 (sixty)
consecutive days after the actual date of the purchase................
3.4. Services by Third Parties - To request, when asked by PETROBRAS, other
specialized services available in Brazil, related to the object of this
CONTRACT, behooving the CONTRACTOR all measures for their actual
performance, including the obtainment of PETROBRAS' prior and express
approval of the costs arising therefrom, which will be reimbursed as set
forth in item 4.2.....................................................
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3.5. Personnel - To be liable, in its own name, and for its own
responsibility and onus, for all personnel needed for the efficient and
complete performance of the services object of this CONTRACT which will
operate on the basis of 24 (twenty-four) hours a day and 7 (seven) days
a week. The list of the minimum personnel to be used by the CONTRACTOR
is basically the one mentioned in ATTACHMENT V.......................
3.5.1. The CONTRACTOR guarantees that the personnel mentioned in ATTACHMENT V
will allow it to fully carry out the performance of the services object
of this CONTRACT, running, as a result, for its own account, all
charges arising from the need to increase the personnel..............
3.5.2.The CONTRACTOR will be liable for the maintenance and cost of the
personnel required for the fulfillment of the operational and safety
rules and regulations issued by the proper authorities, including the
compliance with the provisions of the PORTOMARINST No. 13-02, dated
06/26/85, and of the Navy Department, Ports and Coasts Authority......
3.5.3. The technical personnel should possess proven competence in their
specialization, and the CONTRACTOR is to supply PETROBRAS with their
respective "curriculum vitae".........................................
3.5.4. To provide for training and/or recycling of its personnel in the Course
on BASIC SAFETY NOTIONS, held by PETROBRAS, according to the program and
conditions to be agreed upon between the parties .....................
3.5.4.1. For Superintendents on Board, for the Persons in Charge and for the
Drillers, a qualification certificate in well control supplied by
PETROBRAS or by a Training Center qualified by IADC or IWCS will be
required...................................
3.6. To be liable for all charges regarding the contracting of its personnel
and any additional that are or may become due, as well as for the
withholding and payment of social, labor and
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social security contributions set down by the Law, and other charges
that may become due at any title, being for all purposes, the sole
employer..............................................................
3.6.1. Whenever requested by PETROBRAS, the CONTRACTOR will submit the
documents regarding the proof of payment of its labor obligations,
including social security contributions (CD Negative Debt Certificate)
and FGT. deposits, regarding its employees............................
3.6.2. To make sure that its personnel, who work in activities or operations
that subject them to. noxious agents, included in the list referred to
in Article 58 of Law No. 8.213/91, are not retired in this special
condition, according to the restriction expressly contained in Article
3rd of Law No. 9.032 dated 04.18.95...................................
3.7. To bear all measures and expenses with displacement of personnel, such
as, but not limited to, 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 personnel travel and
stay in Brazil, insurances, medical and hospital expenses, meals,
passports, as well as for extra expenses caused by delay or cancelling
of flights, be it due to bad weather or to the non-availability of
planes................................................................
3.8. To promote, without charges to PETROBRAS, the replacement and immediate
withdrawal of any of its employees that may be required by PETROBRAS at
any time, due to bad behavior, technical deficiency, inefficiency or
health conditions....................................................
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3.9. Whenever requested, to train PETROBRAS' personnel in the services object
of the present CONTRACT...............................................
3.10. All correspondence between the CONTRACTOR and PETROBRAS will be written
and forwarded in Portuguese
3.11 To provide, in the UNIT chartered for the performance of the services
object of this CONTRACT, lodging, food, mess room services, rendered by
a Brazilian company, for PETROBRAS' personnel and those of third parties
at PETROBRAS' service, up to the maximum of 26 (twenty-six) persons,
being agreed that the CONTRACTOR will freely supply 1300 (thirteen
hundred) meals per month. The meals exceeding this number will be paid
by PETROBRAS, based on the rate set forth in the Unit Price Spreadsheet
appearing in ATTACHMENT III.
3.11.1. The quality of the mess room services and the food supply are the
contractor's responsibility, who will maintain a permanent supervision
by a male nurse on board and eventually by a qualified nutritionist.
PETROBRAS may require that the CONTRACTOR takes measures in the event
such services show a loss in quality standards........................
3.12. Insurances - To provide, for its account, the contracting of the
insurances necessary to fulfill this CONTRACT and the Brazilian laws,
intended to cover its assets and its personnel, even when they are in
transportation under PETROBRAS' responsibility, as well as the Civil
Liability insurance for damages and losses caused to third parties,
which will not imply in limiting the contractor's liability, and it
should also include PETROBRAS as a third party for the purposes of such
coverage .............................................................
3.12.1. The minimum mandatory value of the civil liability insurance is of
US$1,000,000.00 (one million dollars), per event, during the period of
validity of this CONTRACT and of its eventual extension, which amount
is to be converted into Brazilian currency on the date the
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present CONTRACT is signed. MARITIMA NAVEGACAO E ENGENHARIA LTDA. is to
appear as co-insured in this policy...................................
3.13. The franchises which may be established for the insurances mentioned in
item 3.12, as well as the onus arising from the Insurers' requirements
and/or, recommendations will fully run for the contractor's account...
3.13.1. The provision of item 3.13 applies also to the insurances of
transportation made by the CONTRACTOR, regarding the contractor's
equipment by PETROBRAS, as set forth in item 4.4
3.14. The 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.........................................................
3.14.1. 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 for its duly proven grossly negligent
action or omission, arising from this CONTRACT, whether or not it has
made adequate and sufficient insurance for such circumstances.........
3.14.2. 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 grossly negligent action or omission, as a result of
this CONTRACT, whether or not it has made adequate and sufficient
insurance for such circumstances......................................
3.15. To undertake, up to the limit equivalent to US$500,000.00 (five hundred
thousand United States dollars) per event, any and all liability for
death or damages to persons, provided they
12
are caused by duly proven grossly negligent action or omission on its
part and/or its employees and/or personnel...........................
3.16. 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 to subrogation against PETROBRAS.....
3.17. To submit to the CONTRACT Manager, up to 30 (thirty) consecutive days
after its inception, as foreseen, in item 2.2.1, the originals of the
insurance policies made as a result of this CONTRACT, containing all
essential data, such as insurers, time limits, period of validity,
amounts insured, and coverage conditions, and with PETROBRAS appearing
as coinsured, except in the civil liability insurance, of which it will
participate as a third party
3.17.1. The policies mentioned in item 3.17 will contain a provision that the
insurances mentioned cannot be amended and/or cancelled without
PETROBRAS' prior authorization........................................
3.18. Losses and Damages-The CONTRACTOR will be liable for 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 grossly
negligent action or omission, in the following cases:.................
3.18.1. 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 moving 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
for and will
13
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
blowout...............................................................
3.18.2. 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...........
3.18.3. In the cases mentioned in subitems; 3.18.1 and 3.18.2. the limit for the
contractor's liability is of US$500,000.00 per event and its
deployments...........................................................
3.19. 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 services referring to the present CONTRACT.
3.19.1 All data, information and other documents of any kind, referring to the
fulfillment of this CONTRACT, are PETROBRAS' exclusive property.......
3.19.2. The CONTRACTOR and its personnel cannot disclose or supply to third
parties any materials or information obtained as a result of this
CONTRACT, unless expressly authorized by PETROBRAS....................
3.19.3. The provision of this item 3.19 is a standing obligation, valid even
after the termination, in any fashion, of the present CONTRACT........
3.20. The be liable for the violations it commits regarding author's right and
the use of materials and/or performance processes protected by
trademarks and patents, as well as for any claims
14
arising from the bad use it makes of them, running for its account the
payment of any charges, royalties, fees, commission, indemnities, and
any other expenses arising from said violation, including the legal
ones..................................................................
3.21. Sea Operations To render the services object of this CONTRACT in strict
compliance with the laws, standards, regulations and administrative
rules, as well as 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 3.21.2 being complied with, and excepting the
cases provided for in item 3.20 of this CONTRACT......................
3.21.1. To plan and carry out operations intended to prevent and fight oil or
gas blow outs, fires, or other accidents, complying with the provision
set forth in item 2.4 of the ATTACHMENT I 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, so as to
find the best operating solution.......................................
3.21.2. With exception of the cases 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, oil and other residues in
the sea, the CONTRACTOR will be liable up to the limit of US$500,000.00
(five hundred thousand American dollars) per event and its deployments.
3.22. The storage aboard the UNIT, as well as the handling aboard, and between
the UNIT and support vessels, of materials, equipment, drilling or
completion fluid additives, chemical additives belonging to PETROBRAS or
to third parties at the service of PETROBRAS, are the contractor's
responsibility........................................................
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3.23. To bear all expenses, including with diesel oil and transportation of
the UNIT for dockages, including those arising from act of God or force
majeure, as defined in the Thirteenth Clause of the CONTRACT............
3.24. To maintain a hospital ward in the UNIT with at least 2 (two) beds,
provided with equipment and medicine necessary for the prompt attention
to sick and injured persons, as determined by the Shipping Office, such
hospital ward being subjected to periodical inspections by PETROBRAS..
3.25. The CONTRACTOR undertakes to maintain all conditions required in the
bidding. stage, during the performance of the SERVICES CONTRACTED.....
3.26. To maintain an agent 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 ....................
3.27. To comply with the requests contained in the Service Authorization(s)
issued by PETROBRAS...................................................
3.28. 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 risers 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)...............................................................
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FOURTH CLAUSE - PETROBRAS' OBLIGATIONS.........................................
4.1. To make monthly payments for the services rendered by the CONTRACTOR due
to the present CONTRACT, based on the ATTACHMENT II and ATTACHMENT III
and on the conditions set forth in Clauses Sixth: Readjustment Seventh:
Measurement and Eighth: Form of Payment, the other ATTACHMENTS, Clauses
and Conditions of this CONTRACT being complied with.
4.2. To reimburse, by means of submittal of vouchers, the expenses. with
materials and services of third parties, according to items 3.3 and 3.4 of
this CONTRACT. The reimbursement will be comprised of:
a) Amount of the bill issued by the supplying and/or service rendering
company;.........................................................
b) Expenses actually made to place the materials in the UNIT;.......
c) Cost of the :insurance for the materials, as authorized by
PETROBRAS. In the event PETROBRAS does not authorize such
insurance, the CONTRACTOR will not be liable for losses and
damages of any kind that they may. sustain: until their
delivery to PETROBRAS at the port or airport it indicates:........
4.3. Operations and Locations Program PETROBRAS will provide the CONTRACTOR
with the Operations Program, in writing and with due antecedence, and it
also, will notify; on the locations where the services will be rendered,
so that the CONTRACTOR may adopt, in due time, the measures necessary
for their performance.......................................
4.4. Transportation:.......................................................
4.4.1. PETROBRAS will provide transportation to the UNIT of all of the
contractor's personnel involved in the rendering of the services, from
the port or airport indicated by
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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.........
4.4.2. PETROBRAS will provide transportation for the material and equipment,
related to the object of this CONTRACT, from the port or airport
designated, to the UNIT and vice versa
4.4.3 In any circumstances foreseen in this Item, 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...............................................
4.4.4. In the event there is need to program exclusive air transportation, to
survey the UNIT, by the Navy and/or SHIPPING OFFICE, the costs arising
therefrom will be charged to the CONTRACTOR ..........................
4.4.5. 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 item 2.2.1. The costs arising therefrom will
be reimbursed by the CONTRACTOR to PETROBRAS..........................
4.4.6. PETROBRAS will provide tugs and support vessels for the UNIT, from the
location where the general, testing of the equipment 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 between the parties...............................
4.4.6.1. PETROBRAS will provide the support vessels f or the Unit's positioning
in the locations to be drilled during the fulfillment of this
CONTRACT..............................................................
4.4.7. PETROBRAS may provide tugs and/or support vessels to load and unload
materials and to handle anchors, in a place to be defined by the
parties, in cases of inspection and/or dockages, including those arising
from act of God or force majeure, as defined in the
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Thirteenth Clause of this CONTRACT. The costs arising therefrom will be
reimbursed by the CONTRACTOR to PETROBRAS.............................
4.5. Fuel and Water To supply, for its account, all fuel and water necessary
for the performance of the services object of this CONTRACT, from the
beginning of the CONTRACT, as provided for in subitem, 2.2.1, the
provisions of item 3.23 of this CONTRACT being complied with..........
4.5.1. The supply of water mentioned in item 4.5 includes also the industrial
water intended for cleaning the UNIT.
4.6 Completion Fluid-To maintain the control of the properties of the fluid
by an accredited employee, as well as to control the stock of materials
necessary for such purpose...........................................
4.7. Ancillary Services-To provide, at its expenses and under its
responsibility, the ancillary services, referring to: cementing,
formation testing, electric logging, flexitube operation, operation with
nitrogen, electric wire operation, wireline operation, when they derive
from PETROBRAS' own programming.......................................
4.8. At its exclusive judgment, and without any coresponsibility, PETROBRAS
may cooperate with the CONTRACTOR, assisting it before the Foreign Trade
Department Trade Exchange Coordinating Office (CTIC), regarding
proceedings submitted to these Agencies, referring to materials and/or
equipment pertaining to the rendering of the services object of this
CONTRACT. Such cooperation, however, will not lessen , the contractor's
liability for the obtainment of the documents and/or benefits that may
be the object of the respective proceedings...........................
4.9. To issue Service Authorization (s) with all information necessary for
their performance, such as: location, time limit, value scope, and
beginning and end dates...............................................
4.10. To notify the CONTRACTOR, in writing, on the imposition of eventual
fines.................................................................
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4.11. To issue the Measurement Bulletin (MB), as set forth in the Seventh
Clause: Measurement, of this CONTRACT.................................
(End of Clause)...............................................................
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FIFTH CLAUSE - PRICES AND VALUE...............................................
5.1. For the rendering of the services object of this CONTRACT, PETROBRAS
will pay to the CONTRACTOR the rates set forth in ATTACHMENT II and
ATTACHMENT III to this CONTRACT, under the conditions set forth in
Clauses Sixth-Measurement Seventh-Measurement, and Eighth-Form of
Payment...............................................................
5.1.1. The contract prices include all specified tariffs, supervision,
administration, taxes, fiscal emoluments and all expenses that fall
directly or indirectly upon the rendering of the services, 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 R$26,117,862.95
(twenty-six million, one hundred and seventeen thousand, eight hundred
and sixty-two reais and ninety-five cents)............................
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 services rendered
and accepted by PETROBRAS.............................................
5.4. In the event the UNIT begins the Contract before the time limit of
630(six hundred and thirty) days granted according to item 2.3 of the
present CONTRACT, PETROBRAS will grant a bonus for anticipation, varying
linearly from zero, for zero days of anticipation, up to a maximum
amount of 30%..(thirty percent) of the value of the mobilization rate,
for an anticipation greater than or equal to 180 (one hundred and
eighty) days..........................................................
5.5. In the event the UNIT suffers a delay regarding the time limit granted
in item 2.3 of the present Contract, the CONTRACTOR will have its
mobilization rate reduced in up to 30% (thirty percent), for a delay
greater than or equal to 90 (ninety) days, which will vary linearly up
to zero; for zero day of delay.....................................
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5.6. In the event the UNIT suffers a delay greater than 90 (ninety) days, as
of the time limit granted in item 2.3 of the present Contract, besides
the maximum reduction of 30% (thirty percent) in the mobilization rate,
the CONTRACTOR will be subjected to the. imposition of fines according
to items 8.1 and 9.1 of the 91st (ninety-first) to the 180th (one
hundred and eightieth) day of delay...................................
5.7. The financial resources necessary for the payment of the services
object of the present CONTRACT are duly equated and specifically assured
in the budget for the present fiscal year and foreseen for the
following ones to cover the period for the total rendering of the
services..............................................................
(End of Clause)...............................................................
22
SIXTH CLAUSE - PRICE READJUSTMENT.............................................
6.1. The contract prices in Brazilian currency, will be readjusted yearly,
after l (one) year as of the month when the CONTRACTOR's proposal was
submitted has elapsed, for more or for less, as a result of the
variation of the elements that comprise the readjustment formula, set
forth in subitems 6.2.1 and 6.2.2 below...............................
6.1.1. If during the period of validity of this CONTRACT, new legal provisions
are created which permit the reduction of the periodicity referred to in
6.1, the parties will make a new agreement regarding the contract
prices, to expurgate eventual overprices arising from the periodicity
originally established for the application of the readjustment........
6.2. The prices set forth in the Unit Prices Spreadsheet-ATTACHMENT III to
this CONTRACT, will be readjusted by applying the following calculation
formulae: ............................................................
6.2.1. For the prices of REF 101, 104 and 105 of the Unit Prices Spreadsheet-
ATTACHMENT III:
INS USA MEQ
PCR = PCI, [0.55 ----- + 0.10 ----- + 0.35 -----]
ISOo USAo MEQo
6.2.2. For the price referring to extra meals, appearing in the Unit Prices
Spreadsheet - ATTACHMENT III:....................................
ABR
PRC = PCI. [-----]
ABRo
Where: .......................................................................
PCR = readjusted contract price;..............................................
PCI = initial contract price, in force on the date of the contractor's
proposal;...................................................................
23
INS = Index number of the National Consumer Price Index (INPC), published by
the Brazilian Institute of Geography and Statistics IBGE,
corresponding to the months in which the readjustment is due............
INSo= Index number of the INS defined above, corresponding to the month when
the CONTRACTOR's proposal was submitted;................................
USA = value of the United States dollar selling rate in the commercial
exchange in force on the 30th day of the month in which the
readjustment is due;....................................................
USAo = value of the same rate in force on the 30th day of the month the
CONTRACTOR's proposal was submitted;....................................
MEQ = definitive value of the Wholesale Index - Domestic - Availability -
Brazil-Production Goods - Machinery, Vehicles and Equipment - Machinery
and Equipment - Column 15 of the Getulio Vargas Foundation's Magazine
"Conjuntura Economica", code A0161724, corresponding to the month when the
readjustment is due;................................................
MEQo = definitive value of this same index, corresponding to the month when
the CONTRACTOR's proposal was submitted;...............................
ABR = definitive value of the Price Index - Consumer Price - Brazil - Cost of
Living - Food, Column 1, Code A0201475, of the Getulio Vargas Foundation's
Magazine "Conjuntura Economica", corresponding to the month when the
readjustment is due;.....................................
ABRo = definitive value of this same index, corresponding to the month when the
CONTRACTOR's proposal was submitted ..................................
6.2.3. The reference basis of the CONTRACTOR's proposal is the month of May/97.
24
6.3 PETROBRAS will make the readjustment calculation, expressing its result,
duly made evident, in the Measurement Bulletin (MB) of the services to
which it refers, for the purposes of issuing the respective collection
document.....................................................
6.4. In the event of delay in the partial or total disclosure of the indexes,
a readjustment factor will be provisionally used, calculated on the
basis of the last indexes known by then, at the time the Measurement
Bulletin (MB) was issued..............................................
6.4.1. The eventual difference between the definitive and the provisional
readjustment will be invoiced by the CONTRACTOR after the issuing of the
Readjustment Bulletin (RB) by PETROBRAS, as provided for in subitem
7.3.1 of this CONTRACT................................................
6.5. The readjustment will not include the services performed before the date
when the reason that justifies it has occurred........................
6.6. The readjustment factor will be applied with 4 (four) decimal places,
without rounding off..................................................
6.7. The CONTRACTOR states that the prices proposed for the performance of
the services object of the contract have taken into account all costs,
inputs, expenses and other legal obligations for the complete
fulfillment of the contract provisions established....................
(End of Clause)...............................................................
25
SEVENTH CLAUSE - MEASUREMENT..................................................
7.1. Periodicity of the measurements of the services and determination of the
reimbursable expenses.................................................
7.1.1. For the services, the measurement will be made monthly, according to the
procedures mentioned below, with the consequent issuing of the
respective Measurement Bulletins (MB).................................
a) the initial measurement of the services 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 services, corresponding to a
given month, of the order "m", cover the period between day 01 and
the last day of the calendar month of the order "m";................
c). The final measurement of the services will cover the period between
day 01 of the month "m" and the day of the termination of this
CONTRACT..........................................................
7.1.2. The reimbursable expenses, if provided for 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...................
7.1.2.1. 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......................................
7.1.2.2. The reimbursable expenses and the deductions, if provided. for in the
CONTRACT, are to be individually made evident in the Reimbursement
Documents (RD)........................................................
7.2. Issuing of the Measurement Bulletins (MB)...............................
26
7.2.1. PETROBRAS, through the Manager of this CONTRACT, at the end of each
period as mentioned in the letters of subitem 7.1.1 of this Clause, will
carry out the measurement of the services, 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 CONTRACTOR will receive one of the copies of the MB up
to the 5th (fifth) subsequent working day, so that it may submit the
respective collection documents, As provided for in subitem 7.4.1 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 7.4.1;............
c) For each measurement period of the services, 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, with exception of the cases of
collection of differences in readjustment, if any;.................
d) In the Measurement Bulletins (MB), the portions regarding the basic
and readjustment values, if any, will be made evident, using the last
definitive factor known by then, and the deductions, if provided for
in the CONTRACT....................................................
7.3. Collection of the readjustment difference.............................
27
7.3.1. For the payment of an eventual readjustment complement, due to the
non-availability of indexes at the time the MB is issued, PETROBRAS will
issue a Readjustment Bulletin (RB)....................................
7.3.1.1. The Readjustment Bulletin (RB) will be submitted to the CONTRACTOR on
the third working day after the, disclosure of the indexes applicable to
the calculation of the definitive readjustment factor.................
7.4. Time for the submittal of collection documents..........................
7.4.1. The CONTRACTOR will submit the respective collection documents to
PETROBRAS' Financial Department, as mentioned in item 8.1 of this
CONTRACT, in the following conditions:................................
- - --------------------------------------------------------------------------------
MEASUREMENT OCCASION FOR THE SUBMITTAL OF COLLECTION
TYPE OF MEASUREMENT DOCUMENTS DOCUMENTS
- - ------------------- ----------- ----------------------------------------------
INITIAL MB Up to the 8th working day following the last
day of the performance of the services, and
INTERMEDIATE PETROBRAS will make the payment on the
30th consecutive day, as of the final day of
AND FINAL the period measured, the provision in subitem
4.1.1 being complied with.
INITIAL RB In case of an eventual complement of
readjustment difference, the RB will be issued
up to the 3rd working day after the index to
INTERMEDIATE calculate its issuing is known, and the
payment will be made together with the payment
AND FINAL of the principal, the minimum of 10 (ten)
working days between the submittal of the
Collection Document and the date of payment
being complied with
DETERMINATION OF RD In the first working day after the DR is
REIMBURSABLE issued, and the payment will be made in a
EXPENSES period of 30 (thirty) days as of the day of
its submittal.
- - --------------------------------------------------------------------------------
7.4.1.1 The payments due because of this CONTRACT, referring to the services,
will always occur on the 30th day after the end of the measured period,
included in the MB's, or on the
28
first subsequent working day, provided the CONTRACTOR fulfills 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..................
7.5. Measurement follow-up.................................................
7.5.1. 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 to PETROBRAS appraisal and decision........................
7.5.2 The CONTRACTOR's signature by its representative before PETROBRAS will
imply in the acknowledgement of the accuracy of the Measurement Bulletin
(MB) and/or Readjustment Bulletin (RB) for all legal purposes.........
(End of Clause)...............................................................
29
EIGHTH CLAUSE - FORM AND PLACE OF PAYMENT
8.1. The monthly 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 performance of the
services, provided the CONTRACTOR submits the collection documents until
the 8th (eighth)working day after the last day of the period of
performance of the services...........................................
8.1.1. The payment of an eventual difference in readjustment will be made on
the same day in which the payment of the respective service occurs,
provided the CONTRACTOR submits the corresponding collection document up
to the 5th (fifty) working day after the indexes that permit the issuing
of the Readjustment Bulletin (RB) are known...........................
8.1.2. The payment of reimbursable expenses, if any, will be made 30 (thirty)
consecutive days after the submittal of the collection document.......
8.1.3. In the event of non-submittal of the collection documents in the time
limits set above, the payment will be postponed for as many consecutive
days as those corresponding to the delay in the delivery of the
collection documents..................................................
8.2. The collection documents will be submitted, together with the original
of the document giving rise to them (MB, RB, RD) in the Docket of the
Financial Department indicated by PETROBRAS, for the purposes of
checking the fulfillment of the time limits for their payment.........
8.3. The collection documents will be issued without erasures, complying with
the pertinent laws in force, and will contain obligatorily the following
information: .........................................................
a) Place and date of its emission 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);....
30
d) Gross value of the collection documents, 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 will appear in the payee's
collection document................................................
8.3.1. In the event the collection document is inaccurate, it will be returned
to the CONTRACTOR and the time limit foreseen in item 8.1 will be
postponed for as many days as those corresponding to the delay in the
submittal of such document............................................
8.3.2. In the event of re-submittal of the collection document, as a result of
a previous impugnation, this fact should appear in the history of the
collection document...................................................
8.3.3. 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 field "8" (other
information), the name, CGC of PETROBRAS, number, date and amount of
the Invoice or Bill of Sale referring to the services rendered in the
month..............................................................
31
c) In case of a Cooperative, to submit the payment vouchers of the
amount s paid, distributed or credited to its members as a
remuneration for the services rendered in the fulfillment of this
contract..........................................................
8.3.4. The collection documents will not be accepted by PETROBRAS if submitted
with Income Tax at Source already withheld...........................
8.3.5. It is the responsibility of PETROBRAS' disbursing office the explanation
of doubts regarding the issuing of the collection documents..........
8.3.6. 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...............................................
8.3.7. The CONTRACTOR should indicate the place and fax number, if any, for the
receipt of the "Notice of Payment Foreseen"..........................
8.4. The vouchers for the 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 rendered, when such is the case........
8.4.1. If the original 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.
32
8.4.2 In special cases of reimbursement of import costs (duties and/or
expenses), the CONTRACTOR will send a letter submitting the vouchers for
such expenses, together with the import proceeding, to the office
responsible for its follow-up.........................................
8.4.3. 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 was made............................................
8.4.4. The collection of reimbursable expenses can only be made through. the
issuing of a Services Invoice, after approval by PETROBRAS of the
respective Reimbursement Document RD, which will be issued up to 5
(five) working days, as of the date of submittal of said documents....
8.4.4.1. PETROBRAS' Inspection has 3 (three) working days to proceed with the
checking of the expense voucher and to notify its approval to the
CONTRACTOR, so that it may issue the Combined Invoice and Bill of Sale.
8.4.5. The total amount of the collection document will be obtained by applying
the following formula:................................................
VTD
VTR = ----- , where:
I-ICP
VTR = total amount to be reimbursed to the CONTRACTOR;........................
VTD = total amount of the reimbursable expenses, effectively authorized; .....
ICP = total of the sum of the aliquots of taxes collected, in the decimal
form (ISS or ICMS, as the case may be, COFFINS and PIS/PASEP)...........
(End of Clause)...............................................................
33
NINTH CLAUSE - FINES..........................................................
9.1. Noncompliance, by the CONTRACTOR, after ninety-one days beyond the time
limit mentioned in item 2.3 of this CONTRACT have elapsed, will imply in
the imposition of fine against the CONTRACTOR, in a written notice,
corresponding to 30% (thirty per cent) of the rate foreseen in REF 101
of ATTACHMENT III, per day of delay..................................
9.2. In the event of noncompliance, by the CONTRACTOR, with the inspection's
requirements within the time limit it may set, PETROBRAS may, by a
written notice, impose against the CONTRACTOR, per day of noncompliance
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.................................................
9.3. The penalties set forth in this Clause do not exclude any other provided
for in the Laws in force and/or in this CONTRACT......................
9.4. The amount corresponding to the sum of the basic values of the fines
imposed is limited damages to 10% (ten per cent) of the estimated total
value of the present CONTRACT.........................................
9.5. The basic values of the fines will be readjusted by the readjustment
factor calculated by the formula shown in subitem 6.2.1 of this CONTRACT
and in force in the period of its imposition..........................
9.5.1. The fines will be forwarded by the Inspection, for discount by the
Disbursing Office, as soon as the pertinent definitive readjustment
factors are known.....................................................
9.5.2. 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.................
34
9.6. 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.
9.6.1 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..................................
9.6.2 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 it at variance................................................
9.6.2.1. The GRPS is considered at variance if it does not have proof of
payment of social security contributions of all of the CONTRACTOR's
Brazilian crew working in the fulfillment of the CONTRACT.............
9.7. 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................
(End of Clause)...............................................................
35
TENTH CLAUSE - INSPECTION.....................................................
10.1. The inspection of the services contracted herein will be carried out by
PETROBRAS' representatives, and the CONTRACTOR undertakes to allow
their free access to the UNIT and to the service locations and to
comply immediately with the observations of such inspection, which will
have ample powers to:.................................................
10.1.1. Determine the interruption of the evaluation and/or completion of the
well, for the purpose of carrying out formation testing, corings,
electric loggings and other services deemed necessary;................
10.1.2. Determine, provided it comes to its knowledge and is within its
capacity, the suspension of the services 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 and of the CONTRACTOR
itself, complying with subitem 2.1.7 of ATTACHMENT I..................
10.1.3. Refuse the use of improper or inadequate techniques, as well as the
operations that do not comply with the established programs.
10.1.4 Refuse the employment of condemned or improper materials, tools and
production string components, which do not comply with PETROBRAS' and
API's standards.......................................................
10.1.5. 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 services or hinder its inspecting activities ..................
10.1.6. Certify on the accuracy of the information reported daily by the
CONTRACTOR............................................................
10.1.7. Notify the CONTRACTOR, in writing, on the imposition of the fines
provided for in this CONTRACT, including those referring to the
CONTRACTOR's action or omission.......................................
10.1.8. Request from the CONTRACTOR a detailed report on any accident occurred
and on any operation or repair performed..............................
36
10.1.9. Request from the CONTRACTOR the documentation regarding the proof of
payment of its labor obligations, including social security
contributions (Negative Debt Certificate) and deposits in the FGTS, for
the crew members......................................................
10.2. Recordings-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 liabilities foreseen in this
CONTRACT..............................................................
10.3. During the period of validity of the CONTRACT, PETROBRAS will carry out
evaluation of the CONTRACTOR's performance, 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
service performance certificates.........
(End of Clause)...............................................................
37
ELEVENTH CLAUSE - RECISION....................................................
11.1 PETROBRAS may rescind the present CONTRACT, without the CONTRACTOR being
entitled to any right to indemnity and/or withholding in the following
cases:................................................................
11.1.1. Nonfulfillment, or irregular fulfillment of contract clauses,
specifications, operations or time limits, as well as the repeated
perpetration of faults in the fulfillment of the CONTRACT;............
11.1.2. Total or partial subcontracting of the object of the present CONTRACT,
the association of the CONTRACTOR will another, merger/ division or
total or partial incorporation, except if allowed for in this CONTRACT,
which affects the good fulfillment of this instrument.................
11.1.3. Interruption of the services for more than 60 (sixty) days, without
good cause and previous notice to PETROBRAS;..........................
11.1.4. Decree of the CONTRACTOR's bankruptcy.................................
11.1.5. Suspension of the services for more than 60 (sixty) days .............
11.1.6. When the limit for the imposition of penalties provided for in item 9.4
of this CONTRACT is attained........................................
11.1.7. Slowness in the performance of the works, leading PETROBRAS to prove the
impossibility of completing the services within the established time
limits................................................................
11.1.8. Noncompliance with the determinations of PETROBRAS' agent appointed to
follow-up and inspect the fulfillment of the CONTRACT, as well as those
of his superiors......................................................
11.1.9. The dissolution of the CONTRACTOR.....................................
11.1.10 The social change or the modification of the company's purpose or
structure, which in PETROBRAS' opinion, hinders, the performance of the
services;.............................................................
11.1.11 Delay in the beginning of the fulfillment of the CONTRACT for more
than 180 (one hundred and eighty) days................................
38
11.1.12 Rescision of the CHARTERING CONTRACT of the UNIT entered into between
PETROBRAS and the INTERVENIENT PARTY..................................
11.1.13. If the limit set forth in subitem 2.1.9 of ATTACHMENT II to this
CONTRACT is attained..................................................
11.1.14. If the limits set forth in NOTE 2 of REF 102 of ATTACHMENT II to this
CONTRACT is attained..................................................
11.1.15. 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 proved.............
11.1.16. Non-submittal or submittal at variance of the GRPS, when the
corresponding invoice is delivered....................................
11.1.16.1. The rescision for this reason does not prevent PETROBRAS from
imposing the respective fine, foreseen in 8.7.2;......................
11.2. In the event of rescision of the contract deed for the reasons foreseen
in 10.1, PETROBRAS:
a) will take over the object of the contract deed, on the stage and
location where it is found;........................................
b) will enforce the contract guarantee, if any, for the reimbursement of
the amounts of fines and indemnities due to it;.......................
c) will withhold the credits arising from the contract deed, up to the
limits of the damages caused to it;...................................
11.3. 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
39
the rescision, as well as f or the reimbursement of damages which
PETROBRAS may come to sustain.........................................
11.4. 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
answering for damages PETROBRAS may sustain...........................
11.4.1. The CONTRACTOR is also liable for the pertinent administrative
sanctions, its full defense being guaranteed..........................
11.5 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)...............................................................
40
TWELFTH CLAUSE - FISCAL CHARGES...............................................
12.1. 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 disbursing source, will discount and withhold within
the legal time period, from the payments it makes, the taxes it is
liable to by the laws in force........................................
12.1.1. 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 or reimbursement of payments set down by
the proper authority..................................................
12.1.2. 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 contributors 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 consequence reduction
of the prices practiced and reimbursement of 'amounts that may have been
paid to the CONTRACTOR...............................................
12.2. 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; 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.............
41
(End of Clause)...............................................................
42
THIRTEENTH CLAUSE - FORCE MAJEURE.............................................
13.1 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 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............................
13.2. If the circumstance 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 and its consequences.......................................
13.3. 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)...............................................................
43
FOURTEENTH CLAUSE - ASSIGNMENT AND TRANSFER...................................
14.1. The CONTRACTOR cannot assign or transfer, in whole or in part, the
present CONTRACT, except with PETROBRAS' prior authorization in writing.
14.2. 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....................................................
14.3. The occurrence of the above mentioned events, duly authorized by
PETROBRAS, does not exempt the CONTRACTOR from any of its contract
obligations...........................................................
14.4. 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)...............................................................
44
FIFTEENTH CLAUSE - CONTRACT RELATIONSHIPS.....................................
15.1. This CONTRACT is related to another one for chartering the UNIT, signed
on this same date between PETROBRAS and MARITIMA NAVEGACAO E ENGENHARIA
LTDA.
(End of Clause)...............................................................
45
SIXTEENTH CLAUSE - INTERVENIENCE..............................................
16.1. Clause non-applicable in this Contract...................................
(End of Clause)...............................................................
46
SEVENTEENTH CLAUSE - ACCEPTANCE...............................................
17.1. After the services are completed in strict compliance with the
conditions set forth in the present deed, PETROBRAS will accept them
by means of a DEFINITIVE ACCEPTANCE DEED signed by the parties........
17.1.1. Before the signature of the DEFINITIVE ACCEPTANCE DEED, the CONTRACTOR
will comply with all of the Inspection's requirements regarding claims,
without any charge to PETROBRAS.......................................
17.1.2. The signature of the DEFINITIVE ACCEPTANCE DEED does not exempt the
CONTRACTOR from the liabilities provided for in this CONTRACT and in the
laws in force.........................................................
(End of Clause)...............................................................
47
EIGHTEENTH - CLAUSE LIABILITY.................................................
18.1. PETROBRAS' and the CONTRACTOR'S liability f or 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 indirect damages being limited to 100% (one hundred percent) of the
total contract value..................................................
(End of Clause)...............................................................
48
NINETEENTH CLAUSE - COMPLEMENTARY DOCUMENTS...................................
19.1. 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 - Responsibilities in the Performance and Mutual Obligations.............
V - List of Specialized Personnel;.........................................
VI - Environment Operating Conditions.......................................
VII - PETROBRAS' Safety Rules................................................
VIII - Radio Communication and Radio Beacon Frequency Plan....................
IX - Equipment Testing Program..............................................
X - Procedures in the Event of Fatal Accidents.............................
(End of Clause)...............................................................
49
TWENTIETH CLAUSE - JURISDICTION...............................................
20.1. 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 ..............................................
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, (blank).......................................................
PETROLEO BRASILEIRO S.A.-PETROBRAS............................................
(SIGNED:) LUIZ EDUARDO G. CARNEIRO............................................
LUIZ EDUARDO G. CARNEIRO-EXECUTIVE SUPERINTENDENT OF EXPLORATION AND PRODUCTION
SOUTH - SOUTHEAST.............................................................
MARITIMA NAVEGACAO E ENGENHARIA LTDA..........................................
(SIGNED:) GERMAN EFROMOVICH...................................................
GERMAN EFROMOVICH - PRESIDENT
WITNESSES:
(SIGNED:) ANDRE MESQUITA PINTO................................................
CPF No. 299.579.427-49
(SIGNED:) ROBERTA LOMENHA DA COSTA............................................
CPF No. 034.053.477-00........................................................
50
CONTRACT 101.2.101.97-0.......................................................
SERVICES RENDERING
ATTACHMENT II
APPLICABILITY OF THE RATES AND INCIDENTS IN
THE PERFORMANCE.
1 - APPLICABILITY OF THE RATES - DEFINITION OF THE SERVICE RATES PER 24
(TWENTY-FOUR) HOUR DAY........................................................
REF 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 drilling lines scouring and cutting
operations....................................................................
REF 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% (thirty percent) 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.....................................
51
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 Inspections discretion, for the maintenance of the BOP, the
CONTRACTOR may be granted a franchise of up to 24 (twenty-four) hours
between the instant the BOP is set of the test stump, until its
operational withdrawal, and the moment of its movement for the next
lowering in another well, without the CONTRACTOR entering into the
repair rate, provided such maintenance is carried out according to
international standards. In the period within these 24 (twenty-four)
hours intended exclusively for the BOP maintenance, the waiting rate
(Ref. 104) will be due...............................................
REF. 103 - RATE ADDITIONAL (RA) - The CONTRACTOR will be entitled to the receipt
of a Rate Additional ........................................................
REF. 104 - WAITING RATE (TE) - corresponds to 95% (ninety-five percent) 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 VI, being complied with, making the
operations unstable or unsafe or preventing support vessels to have 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 THIRTEENTH CLAUSE of
the
52
CONTRACT, until the removal of the impediment or the rescision 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 towage or support vessels.......
NOTE 1. The period spent in disconnecting the LMRP from the BOP due to
environment 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 25% (twenty-five percent) reduction,
will be due during that period........................................
REF. 105 - MOVING 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 a new well (beginning of the running
of the first tool for access to the well):.........................
b) Between locations-After the end of the drilling operations,
completion or intervention 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).................................
53
NOTE: In this period are included 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.......................................
c) End of the 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 sheltered waters location, chosen in common
agreement between the parties, or, if there is PETROBRAS' equipment
still aboard, until the withdrawal of such equipment from the
UNIT...........................................................
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 equipment or subaquatic 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 Operation 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 THIRTEENTH CLAUSE of the CONTRACT, the
corresponding expenses also running for the CONTRACTOR's account......
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
54
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 operations returns
to the previous situation;.........................................
b) In the mobilization for another location, the moment the UNIT starts
sailing after PETROBRAS' and/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..............................
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 10.1.1 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...........................................
55
2.1.9. In the occurrence of events of exemption from payment provided for in
subitems 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
11.1.13...............................................................
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 operations, such as, but not limited to, winches,
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...............................................................
2.2.2. Low Efficiency-REFERENCE RATES 101 and 105 of this ATTACHMENT will
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 corresponding activity
period, 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................................
56
- - - Break of DP's per unit = 25jt/h.............................................
- - - Casing string run in the sea/inside the riser/previous casing (joints
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..........................
- Assembly of the flexitube equipment: 5.Oh..............................
- 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 slings-2.0 h.................................
- Moving of ANM 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
conditions..............................................................
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
57
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.................
b) End: after the end of the drilling or completion of the last well,
with the 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....
58
(End of ATTACHMENT)...........................................................
59
ATTACHMENT III - UNIT PRICES SPREADSHEET
SERVICE RENDERING
UNIT PRICES SPREAD SHEET
OBJECT OF BID: SERVICES OF COMPLETION, EVALUATION AND OF OIL AND GAS WELLS, BY
MEANS OF THE USE OF THE FLOATING UNIT PROVIDED WITH DYNAMIC POSITIONING SYSTEM.
PLACE OF OPERATION: BRAZILIAN CONTINENTAL SHELF AND INTERNATIONAL WATERS.
UNIT'S NAME: AMETHYST 5
COMPANY'S NAME: MARITIMA NAVEGACAO E ENGENHARIA LTDA.
CODE ITEMIZATION UNIT UNIT PRICE. (US$)
07.201.351 OPERATION RATE (REF. 101) DAY 11,512.69
07.201.358 REPAIR RATE (REF. 102) DAY No rate will be due
07.201.362 WAIT. BAD-WEATHER RATE DAY (95% OF REF. 101)
08.201.363 WAIT.-FORCE MAJEURE RATE(REF.104.2) DAY (95% of Ref 101)
07.201.464 WAIT. RATE WAITING (REF.104.3) DAY (95% of Ref. 101)
07.201.366 MOVEMENT RATE (REF. 105) DAY (95% of Ref. 101)
09.252.008 MEALS (ITEM. 3.11. CONT. P.S.) EACH (MAXIMUM R$ 20.00/meal)
SIGNATURES DATE OF THE. PROPOSAL
PETROBRAS CONTRACTOR 05/13/97
(illegible) German Efromovich
60
SERVICE RENDERING
ATTACHMENT IV
RESPONSIBILITY IN THE PERFORMANCE AND
MUTUAL OBLIGATIONS
1 - RESPONSIBILITIES IN THE PERFORMANCE
1. RESPONSIBILITIES IN THE PERFORMANCE.......................................
1.1. The CONTRACTOR should provide, at its own expenses, pipe inspection
according to API-RP 7 G Standard for drill string elements in use, at
every 15,000m drilled. This inspection should be necessarily made by
personnel accredited by PETROBRAS, and accompanied by PETROBRAS'
Inspection which will attest the drill string conditions in accordance
with the results of said inspection. The drill string elements rejected
by the Inspection will be immediately repaired and/or replaced by the
CONTRACTOR, which will assume the corresponding costs.................
1.1.1. The CONTRACTOR should make provisions so that the same numbering of the
parts is maintained for the period of validity of the CONTRACT........
1.1.2. The reports on the inspections made on the drill string, riser column,
and handling equipment will be submitted to PETROBRAS immediately after
their performance.....................................................
1.1.3. The CONTRACTOR should maintain a control of the elements of the string
used in each well, recording at each maneuver, in the driller's log,
which parts belong to the BHA in use, mentioning the inspection report
numbering.............................................................
1.1.4. The CONTRACTOR will provide, at its expenses, for the inspection of
the drill string, when requested in writing by PETROBRAS, in the event
of abnormal occurrences, such as wash-out or frequent string breaks...
61
1.1.5. The CONTRACTOR will provide, at its expenses, for the inspection
according to API RP-8B standard, in each contract year, in all drill
string and casing handling equipment, such as, but not limited to,
slips, elevators, travelling tongs, hook, elevator arms, spiders,
drilling winch, etc. This inspection should be necessarily accompanied
by PETROBRAS' Inspection which will attest the drill string conditions
in accordance with the results of said inspection. The equipment
rejected by the Inspection will be immediately repaired and/or replaced
by the CONTRACTOR.....................................................
NOTE: The same procedure described in 1.1.5 will be applied to the riser
column and to its handling tools, complying with standard API RP2K....
1.2. Casing-The CONTRACTOR should measure and run the conductors and the
casing strings in accordance with the drilling programs established by
PETROBRAS.............................................................
1.2.1. The CONTRACTOR will keep the casing pipes with their respective
protectors............................................................
1.2.2. The CONTRACTOR will exert its best efforts to remove all recoverable
casing, when the well is abandoned....................................
1.3. Cementing, Formation Testing and Electric Logs-the CONTRACTOR will
provide facilities and give assistance to third parties, charged by
PETROBRAS, for the performance of cementing, electric log, drill string
testing, and other related services, complying with the programs and
safety rules set down by PETROBRAS....................................
1.4. Fishing-the CONTRACTOR should carry out all fishing operations that may
become necessary......................................................
1.5. Subsurface Pressures-the CONTRACTOR will exert its best efforts to
control subsurface pressures, always maintaining all safety equipment,
including, the ancillary ones, in good
62
operating conditions, so as to avoid contamination of the drilling fluid
by hydrocarbons and fires resulting from blowouts.....................
1.6. Well Completion and Abandonment-the CONTRACTOR will complete or abandon
the wells in safety conditions, according to the programs set down by
PETROBRAS.............................................................
1.7. Drilling Reports-the CONTRACTOR undertakes to inform daily to PETROBRAS,
until 01:00h of the following day, the progress of the operations,
weather conditions, bulk and liquid stock consumption, and the status
of the equipment that comprise the vessel's dynamic positioning system,
and of others that the Inspection considers necessary, by means of
bulletins, reports and records approved by the IADC and/or required by
the Inspection........................................................
1.7.1. The duration of the delays or wastes of time, their reasons, and other
facts deemed important, will be recorded in detail in the Daily Drilling
Data..................................................................
1.7.2. Whenever PETROBRAS requests it, the CONTRACTOR will submit detailed
reports on the progress of the operations carried out, or on any
accident that may have occurred.......................................
1.8. The CONTRACTOR undertakes to inform immediately to PETROBRAS' Inspection
when the UNIT enters in a DEGRADED STATE..............................
1.8.1. The following situations are considered DEGRADED STATE: (to be defined
in common agreement between the parties)..............................
1.8.2. In the event of non-fulfillment of Clause 1.8, and the UNIT comes to
enter into yellow alert or red alert, a 20% (twenty percent) fine will
be charged on the operation rate during the whole period in which the
abnormality persists..................................................
1.9. The CONTRACTOR undertakes to measure the sea current profiles (intensity
and direction with reference to the true North) from the surface of the
sea down to the sea bottom, carried out at 0600 and 1200 GMT (Greenwich
Mean Time), and to deliver daily the data obtained to
63
PETROBRAS. Such profiles should obligatorily cover the following depths:
20, 50, 150, 200, 250, 300, 350, 400m, and at every 100 (one hundred)
meters thereafter, until the last depth investigated corresponds to 5
(five) meters from the bottom of the sea...............................
1.9.1. The data should be delivered to PETROBRAS' Inspector, in disk and in a
format according to PETROBRAS' instructions...........................
1.10. Maintenance and Conservation-the CONTRACTOR will be responsible for the
maintenance, conservation and cleaning services of the UNIT and of all
existing equipment and installations, maintaining all safety devices in
perfect operating and adjustment conditions...........................
1.10.1. The CONTRACTOR undertakes to keep and maintain PETROBRAS's materials and
equipment, aboard the UNIT, as well as all that are object of the
loading and unloading operations in the support vessels...............
1.11. Ancillary Services-in equal price, time limit and availability
conditions, the CONTRACTOR should give preference to the ancillary
services rendered by Brazilian companies, when they become necessary for
the rendering of the services object of this CONTRACT.................
1.12. Lubricants-to preferably use lubricants of the make PETROBRAS
DISTRIBUIDORA-BR, submitting a justification in the event it uses
another make..........................................................
1.13. Wellhead inclination-the wellhead will not be installed with
inclinations exceeding 1 1/2 degree (one and a half degree). If, by the
Inspection's decision, the well continues to be drilled with an
inclination exceeding that limit, the possible wear of the inner parts
of the BOP, Lower Marine Riser, Adapt Riser and Spool, resulting
therefrom, will be PETROBRAS' responsibility, provided the CONTRACTOR
proves that said wear resulted from the operation in that well with
wellhead inclination exceeding 2 degrees (two degrees)................
64
1.14. The CONTRACTOR should submit a description of its operating procedures
for the events of disconnection, formation testing, and BOP and choke
manifold testing......................................................
1.14.1. The procedures to be adopted will be discussed and approved by
PETROBRAS.............................................................
1.15. The Board Superintendents, Tool Pushers, and Drillers will be required
to have proven technical competence in kick control, attested by a
certificate of training in an entity recognized by PETROBRAS..........
1.16. The CONTRACTOR should carry out well shutoff training exercises every
week, on an occasion to be agreed upon with the Inspection, and
according to the rules in force in PETROBRAS, which operation should be
entered in the Driller's Log..........................................
1.16.1. The CONTRACTOR should submit a Safety Project for BOP, Choke Manifold
and in well shutoff training test, which will be approved by PETROBRAS'
Inspection............................................................
1.17. Drill Riser-the CONTRACTOR will maintain the drill riser inner joints
perfectly clean and free from debris and/or rust......................
1.17.1. The CONTRACTOR should perform the inner cleaning of all drill riser
joints, using the proper tool and compressed air, whenever the operation
following the riser string run is a completion and/or workover
operation.............................................................
65
2. MUTUAL OBLIGATIONS
- - --------------------------------------------------------------------------------
DESCRIPTION ON ACCOUNT OF SUPPLIED BY
- - ----------------------------------------- --------------- --------------
PET CONT PET CONT
------- ------ ----- -------
1. Cementing, logging, formation and/or
production tests, directional drilling,
perforating, wireline, nitrogen unit,
flexitube, etc. X X and
2. Welding services necessary for drilling,
completion, well abandonment and
maintenance operations. X X
3. Technical supervision for manufacturing
and control of drilling fluid, completion. X X
4. CONTRACTOR's land support base (office
and storehouse). X X
5. Handling and storage of materials and
equipment belonging to or supplied by the
CONTRACTOR on land or in the UNIT. X X
6. Handling and storage of materials and
equipment of PETROBRAS or third parties,
aboard the UNIT. X X
7. Land transportation, cargo loading and
unloading of materials under the
CONTRACTOR's responsibility. X X
8. Fishing services. X X
9. Cleaning and painting services aboard the
UNIT, including those of PETROBRAS'
materials and equipment installed in
the UNIT. X X
10. Mess room, hostelry and meal supply
services:
- - - CONTRACTOR's personnel X X
- - - PETROBRAS' personnel (up to 1300 meals
a month) X X
- - - PETROBRAS' personnel (exceeding 1300 meals
a month) X X
11. BOP and riser lines tests, not programmed,
carried out with the Cementing Unit. X X
66
12. Operations with special tools. X X
13. Air or sea transportation of the
CONTRACTOR's equipment and personnel
in the area of operation. X X
14. Air or sea transportation of the
CONTRACTOR's personnel in the area
of operation, besides those programmed
for shift changes and Supervision
personnel. X X or X
15. Air or sea transportation programmed
but not used by the CONTRACTOR,
without prior notice to PETROBRAS. X X
16. Air or sea transportation of the
CONTRACTOR's material and/or personnel,
in an emergency character, due to the
CONTRACTOR's failure or lack of
programming. X X
17. All customs expenses, fees, including
agent services, licences, taxes or
similar charges regarding the import
or shipment to the UNIT of all
equipment, spare parts and
consumables of the CONTRACTOR. X X
18. All expenses, including those with
licences, taxes or similar charges
regarding the vessel's adaptation and
operation in accordance with the Laws,
Rules, Decrees, Administrative Rules
and Instructions in force in Brazil. X X
19. Services of submarine inspection,
measurement, intervention, etc. with a
remote operated submarine vehicle. X X
20 Services to interconnect the boom lines
with the burners. X X
21 Special repair and recovery services
with qualified welding in equipments
and lines belonging to:
a) PETROBRAS X X
b) CONTRACTOR X X
22. Communication services via satellite,
when used by:
- PETROBRAS X X or X
- the CONTRACTOR X X or X
23. Maintenance of communication service
via satellite. X X or X
67
24. Rental of Brasilsat satellite signal X X or X
25. Rental of satellite signal for the DGPS X X
26. Services in the burners supplied by
Contractor.
- Operation during production tests X X
- Maintenance and repairs X X
27. Services for the Remote
- Operation Vehicle (ROV): Installation,
operation, maintenance and removal of
the vehicle X X
- Welding services and adaptation work
for the installation and removal of
the vehicle, winch, command cabin,
storehouse and workshop X X
End of Attachment)............................................................
68
ATTACHMENT V
LIST OF (MINIMUM) SPECIALIZED PERSONNEL ABOARD
- Captain or Barge 1
- Tool Pusher (1 superintendent on board) 2
- Driller 2
- Assistant Driller 2
- Derrickman 2
- Roughneck 6
- Crane operator 2
- Area Man 8
- Welder 2
- Watchstander 2
- Subsea Engineer 1
- Mechanic 3
- Electrician 3
- Radio Operator (Portuguese speaker) 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....................................................................
(End of Attachment)...........................................................
69
ATTACHMENT VI
ENVIRONMENTAL OPERATING CONDITIONS
(PERMISSIBLE LIMITS FOR ENVIRONMENTAL CONDITIONS ACTING SIMULTANEOUSLY)
- - --------------------------------------------------------------------------------
PITCH
HEAVE OR ROLL WIND WAVE CURRENT
OPERATIONs (feet) (Degrees) (MPH) (feet) (knots)
- - --------------------------------------------------------------------------------
Conductor's jetting/driving 2.0 2.5 30 3.0 1.5
Drilling 2.5 3.0 30 3.0 1.5
Casing running 2.0 3.0 30 3.0 1.5
Casing hanger setting 1.5 2.0 30 2.1 1.5
BOP running 1.5 1.5 19 2.1 1.0
BOP setting 1.5 1.5 19 2.1 0.75
Maneuvering 3.5 3.0 44 8.5 1.5
LMPR disconnection 7 4 51 10.5 1.0
LMRP connection 1.5 1.5 19 2.1 0.75
Formation testing 3.5 4.0 44 8.5 1.5
Operation with boats 2.5 3.0 39 6.7 1.5
Running the ANM (lay-away) 1.5 1.5 19 2.1 0.75
Running the ANM (without lines) 1.5 1.5 19 2.1 0.75
Operation with flexitube 2.0 3.0 30 5.0 1.5
Operation with wire-line 3.0 4.0 44 8.5 1.5
Operation with BAP 2.5 3.0 39 6.7 0.75
(End of Attachment)...........................................................
70
ATTACHMENT VII
PETROBRAS' SAFETY RULES
1. Service Rule No. 46/71:_________________________________________________
o Safety Rules for Offshore Operations______________________________
2 Service Order No. 01/72:________________________________________________
o Operational Safety Rules - Continental Shelf______________________
3. Service Rule No. 41/72L_________________________________________________
o Electricity-Safety Rules__________________________________________
4. Service Order No. 01/76:________________________________________________
o Industrial Safety Rules (general)_________________________________
o Industrial Safety Rules (Drilling)________________________________
o Industrial Safety Rules (Production)______________________________
5. General Safety Manual___________________________________________________
o Safety and Environmental Instruction for Contractors (E&P-BC)____
(End of Attachment)...........................................................
71
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 evaluated the above mentioned documents and will
mention in what time limits eventual claims will be settled, and at
PETROBRAS' judgment, it can be at the time of the Unit' s inspection or
at mobilization after the contract is signed............................
d) Freeboard Certificate;............................................
e) IOOP (International Oil Pollution Prevention) Certificate;........
f) IMO-MUD-CODE Certificate-Mobile Offshore Drilling Unit-latest
edition (unnecessary for Drill Ship);.............................
g) Cargo Ship Safety Equipment Certificate;..........................
h) Cargo Ship Safety Construction;...................................
NOTE: All documents required are to be within their period of validity........
72
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.......
- Floor plan of the degasser instalation showing the active tank,
separate processed mud and gas discharge lines, emphasizing the
connection point of this line with the gas discharge line.........
73
- 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 instalation 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............
- Inspection report on the riser, riser handling tools and
connectors, telescopic joint and flexible joint, according to the
API RP 2P and RP 2Q standards, with update date not exceeding 1
year..............................................................
NOTE: If the reports indicate the need of repair in some equipment, the
service performance certificates will also be submitted.................
74
- Biannual inspection certificate of the BOP, with the
manufacturer's approval...........................................
- Proof of technical hability of the well drilling and control
personnel.........................................................
- To supply an internal maintenance and rust prevention program for
the marine risers and kill and choke lines........................
6. ENERGY GENERATION SYSTEM................................................
- Unifilar diagram of the energy generation and distribution
system............................................................
7. STABILITY
- To submit the vessel's stability curve, updated in the proposal's
conditions, in keeping with the environmental conditions...........
8. DYNAMIC POSITIONING SYSTEM (including the motor generators assembly,
thrusters and propellers)..............................................
- Schematic diagram of the dynamic positioning system...............
- To submit the inspection and tests procedures to be carried out
at every new location.............................................
- To submit the tests and inspections procedures to be carried out
at the end of each contract year..................................
9. DRILLING STRING AND ACCESSORIES.........................................
- Inspection report on all equipment of the drilling and completion
strings, subs and accessories (used equipment)....................
75
- Purchase voucher of the drill and completion strings, subs and
accessories (for new equipment)...................................
10. FISHING TOOLS AND ACCESSORIES...........................................
- Inspection report on all components of the fishing tools (used
equipment) or purchase voucher (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 of the chartering and services rendering
contracts.........................................................
NOTE: Such equipment must be in places of easy access for survey........
A) RECEIPT TEST............................................................
- 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 of the chartering and services rendering
contracts.........................................................
NOTE: Such equipment must be in places of easy access for survey........
- The following systems, equipment and tools listed below will be
checked, inspected and tested:.....................................
1) DRILL STRING, COMPONENTS AND ACCESSORIES..........................
----------------------------------------
76
- 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, wich 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...........
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,...........................................................
- dessander,........................................................
- degasser - test suction and discharge............................
- centrifugue (if any)..............................................
77
The operation and work pressure, as well as the existence of manometers,
will be checked...................................................
3) MUD TANKS AND VALVES..............................................
Water proofness, working of the agitators, mixture funnel and
depthgun, besides the existence of fixed marks to control the tanks
volume will be checked............................................
4) CENTRIFUGAL PUMPS................................................
The following will be checked:..........................................
- 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 travelling 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;.........
78
- 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;...........................................
- watertightness tests with nominal pressure of all manifold
valves 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 checked 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 LINES TENSIONERS..................................
The general conditions, leaks, pulleys and cables will be
inspected.........................................................
12) RISER RECOIL SYSTEM/HANG OFF SYSTEM/ FILL-UP 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......................................
79
15) KELLY SPINNER.....................................................
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) TREAVELLING 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 clutches 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 system will be checked...............................
20) TRIO TANK.........................................................
Capacity, installation site, sensitivity of 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...........................................................
80
22) SAND-LINE OR WIRE-LINE SYSTEM.....................................
- Operation of the clutches and brake will be tested by
lowering the photo-clinometer 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 VALVE............
- Drivers will be tested and work pressure tests will be made..
- 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 LINE 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;....................................
81
- manometers;.................................................
- stroke counter;.............................................
- level control in the mud tanks;.............................
- torque indicator ...........................................
Their existence on board will be checked, analysing the
maintenance conditions of the lines by means of inspection, and
the facilities for instalation of the production test equipment
system............................................................
28) BOP SYSTEM........................................................
The following will be carried out:................................
- 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 and kill and
choke valves chambers will be tested........................
82
- 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.....................................................
- The operation of the following systems will be tested:......
o Driving back-up...........................................
o emergency recovery.......................................
o handling..................................................
29) TRAVELLING TONGS, EZY-TORG, 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
noises, oil and air leaks, and maintenance state, filters
and dehumidifier will be inspected..........................
83
- operation and watertightness of valves, lines and silos
will be checked, looking for possible clogging..............
- 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 GENERATOR ASSEMBLY.....................................
The following will be carried out:................................
- vibration, noises, insulation, leaks, maintenance, etc.
will be checked.............................................
- generators input and output in the bus bar, synchronisms
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............................................
84
Its operation will be inspected...................................
36) TELECOMMUNICATION SYSTEM..........................................
Operational tests will be made in all radio equipment existing on
board, including radio-beacon.....................................
37) OVERHEAD TRAVELLING CRANES........................................
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 extinguishers,
signalling equipment........................................
Inflatable rafts:.................................................
- quantity, capacity, location, height in relation to the sea;
85
- validity of the last inspection, means of access to the
sea;........................................................
- conditions of the cocoon....................................
Jackets:
- quantity (sufficiency), location, protection, and
maintenance.................................................
Life-buoys:.......................................................
- quantity (sufficiency), location, heaving-lines, lanterns,
smudge pots.................................................
Escape routes:....................................................
- vertical and horizontal signalling (indicative plates);.....
- clearing, lighting (emergency)..............................
Water Supply System for Fire Fighting.............................
Fire ring:........................................................
- water system for the platform;..............................
- sprinklers 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 (C02 or HALON,
if any).....................................................
- Lines and diffusers: general conditions.....................
- Automatic: feeding, panels, batteries, detectors, tests.....
86
- Manual: commands, interconnections, tests...................
- Alarms: interconnections:...................................
Fire Extinguishers................................................
- water, carbon dioxyde, 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,
lantern, ax, safety belt;...................................
- 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;.....................................................
- intercom: quantity, distribution, and horns audibility,
interconnection with the platform, coding of sound alarm
tones, amplifiers;..........................................
- visual signaling: sufficiency, general conditions;..........
87
- fire alarm, glass breaking type: batteries, bells, tests...
Emergency Lighting................................................
- charger, batteries and lanterns.............................
Helideck..........................................................
- protection: guns, fireextinguishers, 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, signalling, maintenance;.........................
- material movement and storage areas.........................
Training..........................................................
- abandonment, fire fighting, first aid and brigade...........
Manuals and Plans.................................................
- emergency; safety;..........................................
- disclosure, knowledge;......................................
- distribution, control, updating;............................
- tasks schedules for emergency and abandonment situations,
including in Portuguese.....................................
Order and Cleanliness.............................................
- installation's general aspect;..............................
- particularly alarming places................................
88
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 .....................
(End of Attachment)...........................................................
89
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....................
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..................................................
90
(End of Attachment)...........................................................
THESE BEING the precise terms and content of the aforementioned document, I
hereby set my Hand and Seal on this Translation, performed on December 22nd,
1997 in this City of Rio de Janeiro, Federative Republic of Brazil............
/s/ MARCIA BARBOSA SERRA
------------------------
Marcia Barbosa Serra
Sworn Public Translator