EXHIBIT 10.13
MARCIA BARBOSA SERRA
Tradutora Publica Juramentada e Interprete Comercial
Sworn Public Translator and Commercial Interpreter
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. 2507/97
(Xerox copy submitted for translation.).......................................
(On paper with letterhead of Petroleo Brasileiro S.A. - PETROBRAS.)...........
INVITATION TO BID No. 101.2.063.97-8..........................................
CHARTERING CONTRACT
CHARTERING CONTRACT OF THE DYNAMIC POSITIONING FLOATING Unit
AMETHYST 4, ENTERED INTO BETWEEN PETROLEO BRASILEIRO S.A. -
PETROBRAS AND THE COMPANY MARITIMA NAV. 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. CARNEIRO, hereforth called PETROBRAS, and the Company
MARITIMA NAVEGACAO E ENGENHARIA LTDA., with head office at Avenida Almirante
Barroso, no. 42, 34th floor, City of
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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, henceforth called the CONTRACTOR, represented herein by its
President, Mr. GERMAN EFROMOVICH, have agreed upon the present CONTRACT for the
chartering of the Dynamic Positioning Floating Unit AMETHYST 4 and its
accessories, described in Attachment I, henceforth called the Unit, according to
the authorization of PETROBRAS Executive Board (MINUTES No. 4111, Item No. 30,
dated 08/14/97) the parties being bound to the terms of the Invitation to Bid
No. 101.001.97-7 and subjected to the following Clauses and
Conditions:...........
(End of the Qualification)....................................................
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FIRST CLAUSE - OBJECT.........................................................
1.1. The object of the present CONTRACT is the chartering to PETROBRAS, of
the Unit, which, according to the CONTRACTOR, will be built in a
shipyard with the purpose of fulfilling this contract, in order to be
used in the drilling and/or evaluation and/or completion and/or workover
of oil and/or gas (vertical, directional and horizontal) wells, in the
Brazilian continental shelf, down to a maximum depth of 5,000 (five
thousand) meters, in a water depth down to 1,200 (twelve hundred)
meters.......................................................
1.1.1. It is included, as an object of the CONTRACT, the performance, by the
CONTRACTOR, of any and all operations needed for the perfect
fulfillment of the chartering object of the CONTRACT, such as, but
not limited to, the performance and supervision of the positioning,
ballasting and movement of the Unit...................................
1.2. PETROBRAS may determine that the CONTRACTOR makes the reentry in
wells already drilled, and it can install in the Unit equipment and
production facilities, the provisions of item 14.1 of this CONTRACT
being complied with...................................................
1.3. The chartering object of the present CONTRACT is included in the
Annual Activities Plan, under the following codesd:...................
B 12000 - Boring - Production Development............................
A 22000 - Boring - Exploratory Drilling..............................
B 13000 - Completion an Intervention for Evaluation - Production
Development...........................................................
Evaluation - Production Development...................................
A 24000 - Intervention for Evaluation - Exploratory Drilling.........
(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, but the payments in foreign currency can only be made after
the date of its registry in the Central Bank of Brazil................
2.2 Duration - The present CONTRACT will have a duration of 2,190 (two
thousand one hundred and ninety) days.................................
2.1.1. BEGINNING OF THE CONTRACT - The beginning of the CONTRACT will occur
when the Unit is released by PETROBRAS, through a written notice, to
begin the operations, after the general equipment testing foreseen in
item 3.1 of this CONTRACT is carried out..............................
2.2.2 AUTOMATIC EXTENSION - If at the end of the duration mentioned in 2.2,
some operation is still being performed in a well, the duration of
the present CONTRACT will be automatically extended, until the
completion of the works in said well, considering as the final limit
the Unit's arrival in the port or sheltered waters chosen by common
agreement between the parties and, also, in case there are still
PETROBRAS' equipment aboard the Unit, the completion of the
withdrawal of such equipment will be considered as the final limit....
2.2.3 This CONTRACT may be extended for successive periods of 365 (three
hundred and sixty-five) running 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 (two thousand one hundred and ninety) day.............
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 06/17/99, the provision set forth in item 8.1
of this CONTRACT being complied with..................................
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2.3.1. At the port or in sheltered waters mentioned in 2.3, the customs and
helipoint inspections in the Unit will be carried out, as well as the
loading/unloading of the CONTRACTOR's and PETROBRAS' materials, and
also the general equipment testing will begin, as foreseen in item
3.1 of this CONTRACT..................................................
(End of Clause)...............................................................
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- - ------------------------------------------------------------------------------
CHARTERING AND SERVICE RENDERING CONTRACT OF THE DYNAMIC POSITIONING FLOATING
Unit AMETHYST 2, ENTERED INTO BETWEEN PETROLEO BRASILEIRO S.A. - PETROBRAS
AND THE COMPANY MARITIMA NAVEGACAO E ENGENHARIA LTDA.
- - ------------------------------------------------------------------------------
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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 operational conditions of all of the Unit's
equipment, as provided for in Attachment VIII, in the presence of
PETROBRAS' Inspection. The occurrences found during the performance of
the tests will be duly recorded in the Daily Drilling Certificate (ADP)
signed by PETROBRAS' Inspection and by the CONTRACTOR's representative.
The Unit will be released to sail to the first location after proving
the good operating conditions of the equipment which comprise the
drill's main systems, that is, energy generation and distribution
system, dynamic positioning system, industrial safety, liquid and bulk
storage, fluid circulation and processing, safety and wellhead, column
elevation, rotation and handling, columns, 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 to begin the
operations, provided there is nothing pending in the rig's main systems,
as set forth in item 3.1.....................................
3.1.1.1.In the event the tests last for a period exceeding 3 (three) days, for
reasons ascribed to PETROBRAS, the rate foreseen in REF 104 (Waiting
Rate) of Attachment II, will be due, applied as of the fourth day of
tests, until the Unit is released. The periods spent with equipment
repair will not be calculated for the purposes of counting such
duration, and no fees will be due during such periods.
3.1.2. PETROBRAS may opt for the partial or total performance of the receipt
tests, in sheltered waters, in the deepest water depth set forth in
the Contract, or also in the first location...........................
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3.2. To maintain, during the contract period, the Unit, its fittings, as
well as accessories and replacement elements and personnel, during
the contract period, in perfect working conditions in a working
regime of 24 (twenty-four) hours a day, 7 (seven) days a week, and to
guarantee that the Unit is calculated to carry out the activities
object of this contract...............................................
3.2.1. To strictly comply with the recommendations of the equipment
manufacturers foreseen in their operation manuals, which will be
provided for in the Unit's preventive maintenance plan................
3.3. TECHNICAL EVALUATION AWARD AND CERTIFICATES - To submit copies of the
Registry, Survey, Classification and Technical Award Certificates of
the Unit and its fittings, signed by a qualified and well-known
organization, not related with the CONTRACTOR, notarized in the
Brazilian Consulate and translated by a Sworn Public Translator, if
issued abroad, and which should contain:..............................
3.3.1. Description o the Unit and accessories;...............................
3.3.2. Operational conditions and physical conditions of the Unit;...........
3.3.3. Light displacement of the Unit (Light weight);........................
3.3.4. Year of construction;.................................................
3.3.5. Year of reconditioning, listing spare parts the parts replaced;.......
3.3.6. Technological difference between the Unit surveyed and a more modern
Unit of the same kind;................................................
3.3.7. Forecast of the average useful life of the good used and its new
analog;...............................................................
3.3.8. Market value, of reproduction and replacement;........................
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3.3.9. Net weight of the equipment installed in the Unit;....................
3.3.10. Technical catalogues of the equipment installed in the Unit...........
3.4. To regularize, before the proper authorities, the entry and stay of
the Unit in Brazil, arranging, at its expense, for the Release,
Surveys, Registries and Temporary Admission...........................
3.4.1. Regarding new equipment and equipment without use, the "Technical Survey
and Evaluation Award" referred to in item 3.3 may be replaced by factory
catalogues or purchase invoices, with description, year of manufacture,
useful life forecast and value of each equipment......................
3.5. SAFETY, SANITATION AND LABOR MEDICINE - To carry out its operations
in strict compliance with the international safety, sanitation and
labor medicine standards, being liable for violations committed. To
supply, for its account, and maintain in perfect operating
conditions, the safety equipment in accordance with the safety plan
("SAFETY PLAN") approved by the Administration of the Unit's Country
of Registry, and with the good marine drilling/evaluation/workover
practice..............................................................
3.5.1. The Unit will comply with the IMO - MODU - CODE (Mobile Offshore
Drilling Unit) standard...............................................
3.6. SEA OPERATIONS - To manage the Unit 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
9
limit established in subitem 3.6.2. being complied with, and with the
exception of the cases provided for in item 3.20 of this Contract.....
3.6.1. To plan and carry out operations aiming at preventing and fighting
oil and gas blow outs, fires, or other incidents, complying with the
provision in item 2.4 of Attachment II to this Contract. Although
the CONTRACTOR is considered fully responsible for such operations,
it is obliged to discuss the methods to be adopted with PETROBRAS, in
order to find the best operating solution.............................
3.6.2. Exception is made of the events arising from kick, blow out, surgings,
or formation testing, which the CONTRACTOR will be kept free and safe
from. In the other cases of spillage of petroleum, oils and other
residues into the sea, the CONTRACTOR will be liable up to the limit
of US$500,000.00 (five hundred thousand dollars), per event and its
deployments...........................................................
3.7. To comply with all laws, standards, decrees, regulations,
administrative rules and instructions in force in Brazil, that govern
the exploration and research in the Brazilian submarine shelf,
including those regarding environmental protection....................
3.8. REPLACEMENT AND REPAIRS - The replacement cost for equipment,
materials and accessories needed for the Unit's perfect operation, as
well as the expenses with repairs of any kind, will run for the
CONTRACTOR's account..................................................
3.8.1. The above mentioned repair cost covers any and all expenses,
including taxes and duties due from the time of the purchase of the
equipment, spare parts and materials, to their installation and
placement in the Unit, with exception of expenses with transportation
between the support vessels' port of operation and the Unit...........
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3.8.2. Regarding the Temporary Admission of the Unit, as well as the import
of the equipment, materials and accessories mentioned in item 3.8,
the CONTRACTOR will comply with the provisions of the Internal
Revenue's Ruling Instruction No. 136/87...............................
3.9. At the end of this CONTRACT or of its extension, to bear the charges
arising from the return of the Unit, its fittings, accessories,
equipment, spare parts, and materials for replacement or repair, such
charges including, but not limited to, the preparation, packing,
shipping, transportation, unloading, stay, freight, clearance,
storage, wharfage, stowage, insurance and other similar expenses......
3.10. To maintain, at its expenses, besides the Unit, the crew adequate and
sufficient for its operation, being also obliged to comply with the
pertinent legal provisions, issued by Brazilian authorities and by
those of the CONTRACTOR's country of origin...........................
3.11. To bear all expenses with displacement of the crew mentioned in item
3.10, including transportation form abroad to the port or airport of
Macae-RJ, as indicated by PETROBRAS, and the return to the place of
origin, and any and all expenses with the crew's stay in Brazil, medical
and hospital expenses, meals, passports, and similar expenses.
3.11.1. To maintain PETROBRAS free and safe from any complaints, claims from its
employees, representatives, as a result of the present contract...
3.12. To promote, without charges to PETROBRAS, the replacement and
immediate withdrawal of any crew member that may be requested in
writing by PETROBRAS at any time, due to bad behavior, technical
deficiency, inefficiency or health conditions.........................
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3.13. To maintain a special identification for the crew, so as to
distinguish it from PETROBRAS' and other companies' personnel who may
eventually work in other services related to the object of the
present CONTRACT......................................................
3.14. RADIO COMMUNICATIONS - To supply, operate and maintain VRH, SSB and
Radio-Beacon and portable Transceptor equipment, adequate for
PETROBRAS= land communications system, to guide helicopters, so as to
comply with the Radio-Communications Plan supplied by PETROBRAS,
appearing in Attachment I.............................................
3.14.1. Other Radio Communications systems deemed necessary to support the
CONTRACTOR's operations, both in the Unit and on land, will be
supplied, installed and operated by it. The CONTRACTOR will be
responsible for the obtainment of the licenses and frequencies to
operate such equipment................................................
3.14.2. The CONTRACTOR will maintain, at its expenses, radio operators,
fluent in spoken Portuguese, who will remain 24 (twenty-four) hours a
day operating the equipment installed in the Unit, whether they
belong to PETROBRAS or to the CONTRACTOR..............................
3.14.3. Immediately after the Unit's arrival, the CONTRACTOR will arrange
with the proper authorities the issuing of the "Certificate of
Survey" regarding the radio station existing on board.................
3.14.4. The CONTRACTOR will bear any expenses related to the
telecommunications equipment and services, with exception of those
provided for in item 4.7 of this Contract.............................
3.15. Insurances - To provide for the contracting, at its expenses, of the
insurances necessary to fulfill this CONTRACT and the Brazilian Laws,
intended for the coverage of all of its
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accessories, even when they are being transported under PETROBRAS'
responsibility, as well as the Civil Liability insurance for damages and
losses caused to third
parties...............................................................
3.15.1. The CONTRACTOR will appear as co-insured in the Civil Liability
Insurance made, by force of item 3.12 of the Service Rendering
Policy entered into between that company and PETROBRAS................
3.15.2. During the period of validity of this Contract, the CONTRACTOR should
maintain insurance coverage for the Unit and all of its accessories,
according to the conditions of the London Standard Drilling Barge
Form - All Risk, or similar...........................................
3.15.3. The redress due to the CONTRACTOR's Civil Liability arising from
damages provided for in this Clause, is not limited to the amount set
forth in subitem 3.12.1 of the Service Rendering Contract entered
into between INTERVENIENT PARTY and PETROBRAS, for the Civil
Liability Insurance against Third Parties, and will be ruled by the
pertinent Brazilian laws..............................................
3.16. The franchises that may be established for the insurances mentioned
in item 3.15 and in its subitems, as well as the onus arising from
the insurers' requirements and/or recommendations will fully run for
the CONTRACTOR's account..............................................
3.17. To keep PETROBRAS free and safe from any and all indemnity claim for
damages and/or losses of any kind which the CONTRACTOR may have
sustained as a result of this CONTRACT, whether or not it has made
adequate and sufficient insurance for such circumstances..............
3.17.1. 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
13
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.........................................................
3.17.2. 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..............
3.18. The CONTRACTOR waives for itself and will required from its
Insurers and/or Subcontractors, in any and all insurance made as a
result of this CONTRACT, the inclusion, in each policy contracted,
the provision assuring the waiver of any right of subrogation against
PETROBRAS.............................................................
3.19. To submit to E&P/GETRAT, up to 30 (thirty) days after they have
been signed, as provided for in item 2.2.1, the originals, or
certified copies of the certificates of the insurances 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 co-insured,
except in the civil liability insurance, of which it will participate
as a third party......................................................
3.19.1. The certificates mentioned in item 3.19 will contain a
provision that the insurances mentioned cannot be amended and/or
canceled without PETROBRAS' prior authorization.......................
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3.20. LOSSES AND DAMAGES - The CONTRACTOR will be liable for losses of
and damages to its own equipment and material, and to those which it
and its agents may cause to PETROBRAS or to third parties, as a
result of its duly proven grossly negligent action or omission, in
the following cases:..................................................
3.20.1 In the event of losses or damages to equipment and/or materials
belonging to PETROBRAS and/or third parties, which are aboard the
Unit, or during the movement between the Unit and the support
vessels, the CONTRACTOR's liability will be limited to the
replacement or repair of the equipment so lost or damaged due
to the CONTRACTOR's or its employees= duly proven fault. However,
the CONTRACTOR will not be liable and will be kept free and safe from
in the event of damages to reservoirs, indirect damages or loss of
profit of PETROBRAS, losses and damages arising from pollution
coming from the well, resulting from kick and/or blow-out;...........
3.20.2. 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..........
15
3.21.2. developed as a result of this CONTRACT, unless expressly authorized by
PETROBRAS.............................................................
3.21.3. The provision of this item 3.21 is a standing obligation, valid
even after the termination, in any fashion, of the present CONTRACT...
3.22. UNIT'S HELIPOINT................................................
3.22.1. To arrange for the release of the Unit's helipoint by the
Brazilian proper authorities (Ports and Coast Authority, Civil Aviation
Department of the Ministry of Aeronautics, Internal Revenue, Maritime
Police, Customs), bearing all expenses arising therefrom.....
3.22.2. The Unit's helipoint should be approved for operations with
helicopters of the S-61 type, according to chapter 24 of
Administrative Rule No. 005 of the DPC - "Standards and Procedures
for Maritime Navigation", dated 01.15.97, which deals with the
Construction Installation, Homologation, and Modifications of
Helipoint and Operations of Helicopters in Offshore Platforms and
Merchant Ships........................................................
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To submit to PETROBRAS, at least 30 (thirty) days before the date
foreseen for the Unit's arrival in Brazil, the following documents
regarding the helipoint:..............................................
3.23. The CONTRACTOR should adopt procedures that minimize the
consumption of fuel and industrial water without prejudice for the
operations............................................................
3.24. The CONTRACTOR should provide installations in the Unit for the
training and leisure of all personnel abroad, and which should
contain at least the following:.......................................
a) Parlor game room;.................................................
b) TV room capable of tuning 5 (five) main channels available in
Brazil, in any location;..........................................
c) Movie theater with VCR;...........................................
d) Two other TV sets to be installed in cabins indicated by
PETROBRAS' Inspection.............................................
3.25. Besides sea water, the CONTRACTOR will judiciously use
industrial water to clean the Unit, in order to avoid high
consumption and always giving priority to its use in the drilling
fluid.................................................................
3.26. All documents between the CONTRACTOR and PETROBRAS, when requested
by PETROBRAS, will be written and submitted in Portuguese...
3.27. The CONTRACTOR undertakes to maintain all conditions required in
the bid stage during all of the fulfillment of the CONTRACT........
3.28. To redo any and all operation refused by PETROBRAS, with any
charge to PETROBRAS, as a result of irregular performance, bearing
all costs involved....................................................
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3.29. To maintain a representative accredited and accepted by
PETROBRAS in the Unit or in a place previously designated by
PETROBRAS, to represent the CONTRACTOR in the fulfillment of the
CONTRACT..............................................................
3.31. To comply with the requests contained in the Operation(s)
Authorization(s) issued by PETROBRAS..................................
3.32 To allow, after negotiations between the contracting parties, the
provisional installation in the chartered vessel, of complementary
equipment such as, but not limited to: pipes or rises in catenary by
the J-lay method, or similar, submarine manifolds, provided they do
not jeopardize the Vessel's safety and are in accordance with the
rules of the Classification Society...................................
(End of Clause)...............................................................
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FOURTH CLAUSE - PETROBRAS' OBLIGATIONS........................................
4.1. To adopt the measures necessary for the request to register this
CONTRACT in the Central Bank of Brazil, soon after the proper
documents are received, and the supply of which is the CONTRACTOR's
responsibility........................................................
4.2. To make monthly payments due to the CONTRACTOR as a result of the
present CONTRACT, based on Attachment I and Attachment II and on the
conditions set forth in Clauses Sixth: Measurement, and Seventh:
Form of Payment, and other Attachments, Clauses and Conditions of
this CONTRACT being complied with.....................................
4.3. At its exclusive judgment, and without any co-responsibility,
PETROBRAS may cooperate with the CONTRACTOR, assisting it before the
proper authorities, referring to processes that are going through the
procedural stages in the respective Agencies, regarding the Unit,
materials and/or equipment pertaining to the object of this
Contract. Such cooperation, however, will not lessen the
CONTRACTOR's responsibility for the obtainment of the documents
and/or benefits that may be the object of the respective proceedings..
4.4. PETROBRAS will reimburse the CONTRACTOR, by means of submittal, by
the latter, of the corroborative documents, in the acquisition
currency, the cost of replacement or repair commands and other
components of the production string and of the fishing string
belonging to the CONTRACTOR, which are lost or damaged, by accident
and not due to the normal wear nor to the CONTRACTOR's duly proven
grossly negligent action or omission, with the deduction of a 25%
depreciation per contract year, with a 20% residual
19
value, applying, for its calculation, the least indemnity cost (Ci)
obtained by means of the following formulae:-
Ci = Vr.y (1 - 0.02083n), or Ci + Cr, where:.........................
Ci - indemnity cost;.................................................
Cr - repair cost;....................................................
Vr - replacement value;..............................................
n - number of months or fraction of a month between the date of the
beginning of the CONTRACT and the date of the loss (the fraction
of a month is counted as a whole month);..........................
y - 1 (for new strings), and 0.9 (for "Premium" strings)............
4.4.1. In the event there is a renewal of the string or of a part of the
elements that comprise the production string (pipes, commands and other
components), during the period of validity of the Contract, the
depreciation period to be considered - the "n" of the formula, will be
the one between the purchase date and the date when the element or the
string was lost...................................................
4.4.2. PETROBRAS may, at its discretion and expense, carry out inspection
in the drill string, its components and accessories, the CONTRACTOR
being obliged to repair or replace, for its account, the equipment
rejected..............................................................
4.5. Transportation:.......................................................
4.5.1. PETROBRAS will provide transportation for all crew members of the Unit
from the port or airport as indicated by PETROBRAS in the
beginning of this CONTRACT, and vice-versa. At its exclusive discretion,
the transportation to be provided will be by helicopter...
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4.5.2. PETROBRAS will provide transportation of the material and equipment
object of this Contract, from the port or airport designated to the
Unit and vice-versa...................................................
4.5.3. In any circumstances foreseen in items 4.5.1 and 4.5.2, the granting
of insurance coverage will not be PETROBRAS' competence, and the
CONTRACTOR waives immediately,, for itself and for its insurers, any
return action against PETROBRAS or third parties at its service, as a
result of the transportation provided.................................
4.5.4 In the cases when there is need to program exclusive air
transportation, for the Unit's inspection by the Navy and/or the
Shipping Office, the costs arising therefrom will be charged to the
CONTRACTOR............................................................
4.5.5. PETROBRAS may provide air or sea transportation for the CONTRACTOR's
materials, industrial or fresh water and fuel before the beginning of
the Contract, as defined in item 2.2.1. The cost arising therefrom
will be reimbursed by the CONTRACTOR to PETROBRAS at the time the
first invoice is issued...............................................
4.5.6. PETROBRAS will provide tugs and support vessels for the Unit, from
the location where the equipment general testing is performed, to the
first location, between locations and from the last location to the
Brazilian port or sheltered waters closest thereto, which will be
chosen in common agreement between the parties........................
4.5.6.1 PETROBRAS will supply support vessels for the positioning of the Unit
in the locations to be drilled under this Contract....................
4.5.7 PETROBRAS may provide tugs and/or support vessels to load and unload
materials and to handle anchors, in a location to be defined by the
parties, in the cases of inspection and/or dockages, including those
arising from act of God or force majeure, as defined in the
21
Twelfth Clause of this Contract. The costs arising therefrom will be
reimbursed by the CONTRACTOR to PETROBRAS.............................
4.6 FUEL AND WATER - To supply, for its account, all fuel and water
necessary for the operations, complying with the provision set forth
in subitem 4.6.1, from the beginning of the Contract, until its
termination, as defined in subitems 2.2.1 and 2.2.2, respectively.....
4.6.1. The supply of water mentioned in item 4.6 includes also the
industrial water intended for the cleaning of the Unit, the provision
set forth in item 3.23 being complied with............................
4.6.2. PETROBRAS will supply, for its account, the fuel necessary for the
Unit's equipment, up to the limit of (blank)/year. What exceeds this
limit the onus will be for the CONTRACTOR's...........................
4.6.2.1.PETROBRAS will carry out the measurement of the fuel existing aboard the
Unit, at the beginning of the CONTRACT, at the end of each contract
year, and at the end of the CONTRACT, when the average consumption will
be calculated. The volume exceeding the established limit will be
charged to the CONTRACTOR at the time of the measurement, at the
consumer's sales price, on the date PETROBRAS issued the Debt Note, in
force in the City of Rio de Janeiro-RJ, duly adjusted in keeping with
the different ICMN aliquots in force in the State of Rio de Janeiro and
in the State where the Unit is operating..................
4.6.3. During the Unit's dockage periods, all fuel consumed will run for the
CONTRACTOR's full responsibility and cost, from the interruption of
the operation until the return to the same previous situation. The
fuel cost during that period will be charged to the CONTRACTOR, after
the consumption calculation, and at a price to be defined according
to the criterium mentioned in 4.6.2.1.................................
22
4.7. To maintain, besides the CONTRACTOR's radio communications equipment,
aboard the Unit, equipment exclusively for PETROBRAS' communications
with its land bases...................................................
4.8. To notify the CONTRACTOR, in writing, on the application of eventual
fines.................................................................
4.9. To issue the Measurement Bulletin (MB), as set forth in the Sixth
Clause of this Contract...............................................
4.10. To issue the Operation(s) Authorization(s) with all the information
necessary for their performance, such as: location, time limit,
amount, scope and beginning and end dates.............................
4.11 PETROBRAS will reimburse the CONTRACTOR, by means of submittal by the
latter, of corroborative documents, in the acquisition currency, the
cost of replacement of VX rings, VX with Hycar and VX with lead
inserts for BOP and ANM connections with wellheads and filter
elements, as provided for in items 24, 25 and 34 of Attachment IV -
Mutual Obligations of the Chartering Contract.........................
(End of Clause)...............................................................
23
FIFTH CLAUSE - PRICES AND VALUE...............................................
5.1. For the chartering of the Unit and its accessories, PETROBRAS will
pay the rates set forth in Attachment I and Attachment III I to this
CONTRACT, under the conditions set forth in Clauses Sixth:
Measurement, and Seventh: 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 chartering, including profit, needed
for its perfect fulfillment, until the end of the contract, no price
revision claims being therefore valid.................................
5.2. The total estimated balue of this present CONTRACT is of
US$281,743,362.45, equivalent to R$303,662,926.00 (three hundred and
three million, six hundred and sixty-two thousand, nine hundred and
ninety-six reais), converted at the exchange rate of
R$1,060/US$1.,00, referring to the following charges:.................
5.3. PETROBRAS does not undertake to make the payment of the total
estimated in item 5.2, but of the amount corresponding to the
chartering effectively occurred and accepted by PETROBRAS;............
5.4. The financial resources necessary for the payment of the chartering
object of the present Contract are duly equated, and specifically
assured in the current year's budget and provided for in the
following ones, so as to cover the total contract period..............
(End of Clause)...............................................................
24
SIXTH CLAUSE - MEASUREMENT OF THE CHARTERING
6.1. Periodicity of the measurement of the chartering and determination of
the reimbursable expenses.............................................
6.2. For the chartering, the measurement will be monthly, according to the
procedure mentioned below, with the consequent issuing of the
respective Measurement Bulletins (MB):................................
a) The initial measurement of the chartering will be made between
the date of the beginning of this Contract and the last day of
the calendar month;...............................................
b) The intermediate measurements of the chartering, corresponding to
a given month of the order "m", include the period between day 01
of the month "m" and the last day of the calendar month of the
order "m";........................................................
c) The final measurement of the chartering will be made between day 01
of the month "m" and this Contract's termination date..........
6.1.2. The reimbursable expenses, if foreseen in the Contract, will be
determined on any day of the month, according to the vouchers
submitted to and accepted by PETROBRAS, and more than one
determination can be made in the same period covered by the
measurement...........................................................
6.1.2.1.The results found will be submitted to the CONTRACTOR on the 5th (fifth)
working day, as of the submittal of said vouchers, by means of a
Reimbursement Document (RD), which will be signed by the Manager of this
CONTRACT, for invoicing purposes.................................
6.2. Issuing of the Measurement Bulletins (MB).............................
6.2.1. PETROBRAS, through the Manager of this Contract, at the end of each
period as mentioned in the letters of subitem 6.1.1 of this Clause,
will carry out the measurement of
25
the chartering, gathering the results found in the Measurement Bulletin
(MB), for the signature of the Manager of this Contract and of the
CONTRACTOR, complying with the
following:........................................................
a) For the initial, intermediate, and final measurements ending on
the last day of a given month of the order "m", the CONTRACTOR will
receive one of the copies of the MB up to the 5th (fifth) subsequent
working day, so that it may submit the respective collection
documents, as provided for in subitem 6.3.1 of this
Clause;...........................................................
b) For the final measurement, when the termination of the Contract
does not occur in the last day of the month, the CONTRACTOR will
receive one of the copies of the MB, up to the 5th (fifth)
working day after the termination of the Contract, so that it may
submit the respective collection documents, as provided for in
subitem 6.3.1 of this Clause;.....................................
c) For each chartering measurement period, only 1 (one) collection
document may be issued, being understood that collection
documents with partial values regarding said period will not be
taken into account for payment purposes;..........................
d) The portions regarding the basic values and the deductions are to
be made evident in the Measurement Bulletins (MB), if provided
for in the Contract;..............................................
6.3. Time for the submittal of collection documents........................
Chart on following page
6.3.1. The CONTRACTOR will submit the respective collection documents to
PETROBRAS' Financial Department, as mentioned in item 7.1 of this
Contract, in the following conditions:................................
- - -------------------------------------------------------------------------------
TYPE OF MEASUREMENT OCCASION FOR THE SUBMITTAL OF
MEASUREMENT DOCUMENT COLLECTION DOCUMENTS
INITIAL MB Up to the 8th working day following the
INTERMEDIATE last day of the chartering performance
AND FINAL period, and PETROBRAS' will make the
payment on the 30th consecutive day, as
of the final date of the measured period,
the provision in subitem 6.3.1.1 being
complied with..........................
MOBILIZATION MB After the receipt of the MB, and
OF THE Unit PETROBRAS will make the payment on the
30th consecutive day, as of the date the
Collection Document is submitted........
DETERMINATION RD In the first working day after the RD is
OF issued, and the payment will be made
REIMBURSABLE within 30 (thirty) days, as of the date
EXPENSES of its submittal........................
- - -------------------------------------------------------------------------------
26
6.3.1.1.The payments due because of this Contract, referring to the chartering,
will always occur on the 30th (thirtieth) day after the end of the
measured period, included in the MB's, or on the 1st (first) subsequent
working day, provided the CONTRACTOR complies with the time limits for
the submittal of the Collection Documents set forth herein. In the event
of non-compliance, by the CONTRACTOR, with said submittal time limits,
the payments will be postponed for the number of days equal to the delay
in the delivery of such documents..................
6.4. Measurements follow-up................................................
6.4.1. The CONTRACTOR undertakes to follow-up the measurements and the
determinations carried out by PETROBRAS, offering, at that time, the
impugnations or considerations it deems necessary, which will be
submitted to PETROBRAS' appraisal and decision........................
6.4.2. The CONTRACTOR's signature by its representative before PETROBRAS
will imply in the acknowledgment of the accuracy of the Measurement
Bulletin (MB) for all legal purposes..................................
(End of Clause)...............................................................
27
SEVENTH CLAUSE - FORM OF PAYMENT..............................................
7.1. The payments due as a result of this contract will be made by
PETROBRAS to the CONTRACTOR, in Brazilian currency, 30 (thirty)
consecutive days as of the last day of the period of execution of the
service, provided the CONTRACTOR submits the collection documents up to
the 8th (eighth) working day following the last day of the period of
execution of the services..........................................
7.1.1. The payments will be made on the basis of the average exchange rate
of the American Dollar selling price, in force on the working day
immediately beore the date of the effective payment..................
7.1.2. The payment of eventual difference in readjustment will be made on
the same day when the payment of the respective service occurs,
provides the CONTRACTOR submits the corresponding collection document
up to the 5th (fifty) working day the indexes that permit the issuing
of the Readjustment Bulletin (RB) are known...........................
7.1.3. The payment of reimbursable expenses, if any, will be made 30
(thirty) consecutive days after the submittal of the collection
documents.............................................................
7.1.4. In the event of non-submittal of the collection documents within the
time limits set forth above, the payments will be postponed for the
number of days corresponding to those of the delay in the submittal
of the collection documents...........................................
7.2. The collection documents should be submitted, together with the
original of the documents giving rise to it (MB, RB, RD) in the
Docket of the Financial Departments indicated by PETROBRAS, for the
purpose of checking the time limits for the payment...................
28
7.3. The collection departments 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);...
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.........................
7.3.1. In the event the collection documents is inaccurate, it will be
returned to the CONTRACTOR and the time limit foreseen in item 7.1
will be postponed for as many days as those corresponding to the
delay in the submittal of such document...............................
7.3.2. 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...............................................
7.3.3 The CONTRACTOR will obligatorily submit, every month to the Manager
of the contract:......................................................
a) Payroll of the CONTRACTOR's employees who are involved in the
rendering of the services contracted;.............................
b) A photocopy of the Social Security Payment Slip (GRPS), duly
settled and authenticated, obligatorily filling out field "8" of
the GRPS (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....................................
c) In case of a Cooperative, to submit the payment vouchers of the
amounts paid, distributed or to its members as remuneration for
the services rendered in the fulfillment of this contract.........
7.3.4 The collection documents will not be accepted by PETROBRAS if
submitted with the Income Tax at Source already withheld..............
7.3.5 It is the responsibility of PETROBRAS' disbursing office the
explanations of doubts regarding the issuing of the collection
documents.............................................................
7.3.6 Eventual payments made for more or for less by PETROBRAS will be
compensated as soon as they are detected, and the respective amounts
will be duly corrected................................................
7.3.7 The CONTRACTOR should indicate the place and fax number, if any, for
the receipt of the "Notice of Payment Foreseen".......................
7.4 The vouchers for reimbursable expenses due to the CONTRACTOR as a
result of this contract deed, will be previously submitted to the
Manager of the Contract, for checking, besides being duly settled by
the respective supplier or service renderer, when such is the case....
7.4.1 If the originals cannot remain in PETROBRAS' hands, copies thereof
may be submitted, which will be checked by the Inspector and/or
Manager, and the following should appear in every original document:
"Copy Submitted for Reimbursement on.../.../...", followed by
30
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.......................................................
7.4.2 The receipt duly formalized by PETROBRAS of any reimbursable expense
voucher, does not represent the recognition of the debt, nor the
proof that the expenses were made.....................................
7.4.4 The collection of reimbursable expenses can only be made through the
issuing of a Services Invoice, after approval of said corroborative
documents and issuing by PETROBRAS of the respective Reimbursement
Document - DR, which will be issued up to 5 (five) working days, as
of the date of submittal of said documents............................
7.4.4.1 PETROBRAS' Inspection has 3 (three) working days to proceed with the
checking of the expense vouchers and to notify its approval to the
CONTRACTOR, so that it may issue the Combined Invoice and Bill of
Sale..................................................................
7.4.5 The total amount of the collection document will be obtained by
applying the following formula:.......................................
VTR = VTD, where
-----
1-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, CONFINS and PIS/PASEP).
31
7.5 The CONTRACTOR agrees that, at PETROBRAS' exclusive option, the
payment referring to the chartering object of the present Contract
may be made by means of financing by third parties, provided the time
limits, currencies, amounts and places for payment set forth in the
Contract are complied with............................................
(End of Clause)...............................................................
32
EIGHTH CLAUSE - FINES.........................................................
8.1. Non-compliance, by the CONTRACTOR, after 92 (ninety-one) days beyond
the time limit mentioned in item 2.3 of this Contract, will imply in the
imposition of fine against the CONTRACTOR, in a written notice,
corresponding to 30% (thirty per cent) of the rate provided for in REF
101 of Attachment III, per day of delay...........................
8.2. In the event of non-compliance, by the CONTRACTOR, with the
inspection's requirements within the time limit it may set, PETROBRAS
may, by a written notice, impose against the CONTRACTOR, per day of
non-compliance with such requirements, as of the end of the time
limit set, a fine corresponding to 20% (twenty per cent) of the rate
provided for in REF 101 of Attachment III. ...........................
8.3. The penalties set forth in this Clause do not exclude any other provided
for in the Laws in force and/or in this Contract, nor the CONTRACTOR's
liability for damages it may cause to PETROBRAS, as a result of
non-fulfillment of the conditions agreed upon herein.
8.4. The amount corresponding to the sum of the basic values of the fines
applied is limited to 10% (ten percent) of the estimated value of the
present Contract......................................................
8.5. The penalties to which the CONTRACTOR is subjected to due to the
provision set forth in this Clause, will be discounted in the first
payment and in the subsequent ones, which the CONTRACTOR is entitled
to, after the sanctions are applied by PETROBRAS......................
8.6. In the event of balance, PETROBRAS reserves itself the right to make
or complement the deduction in collection document(s) related to any
other contract deed eventually entered into with the CONTRACTOR, or
to use any other adequate means to settle the debt, if necessary......
34
8.7. The CONTRACTOR may appeal against the imposition of the fine, in a
declaration, within the non-deferrable time limit of 15 (fifteen)
consecutive days as of the date the notice is received................
8.8. Non-appearance of the CONTRACTOR's personnel for boarding on the date
and time agreed upon between PETROBRAS and the CONTRACTOR, will
subject the CONTRACTOR to the payment of a fine of US$140.00 per
passenger in the case of air transportation, and US$40.00 in the case
of sea transportation.................................................
8.8.1. The fine set forth in item 8.8 will not be charged if the CONTRACTOR
requests PETROBRAS to change the boarding schedule at least 24
(twenty-four) hours in advance.
8.9 In a written notice and without prejudice of the capacity to rescind
the contract, PETROBRAS may impose upon the CONTRACTOR a compensatory
fine of 100% (one hundred per cent) of the amount of the conviction,
due to default of its labor, social security or tax obligations.......
8.9.1 The payment of said fine will not exempt the CONTRACTOR from the
obligation to reimburse PETROBRAS for the amount imposed upon it as a
result of an eventual joint conviction passed by a Labor Court or by
the proper administrative jurisdictions...............................
8.9.2 The CONTRACTOR will be fined in the percentual of 5% (five percent)
on the amount of the invoice in the event it does not submit the GRPS
or submits at variance................................................
(End of Clause)...............................................................
35
NINTH CLAUSE - INSPECTION.....................................................
9.1. The inspection of the chartering contracted herein will be carried
out by PETROBRAS' representatives, and the CONTRACTOR undertakes to
allow their free access to the Unit and to the operations locations,
and to comply immediately with the observations of such inspection,
which will have ample powers:.........................................
9.1.1. To determine, provided it comes to its knowledge and is within its
capacity, the suspension of the operations which perhaps are being
carried out in disagreement with the good technique or which
threatens the safety of persons or assets of PETROBRAS, third parties
and of the CONTRACTOR itself, subitem 2.1.7 of Attachment II being
complied with.........................................................
9.1.2. To refuse the employment of equipment and materials, tools and
production string components condemned or improper, as well as
operations which do not comply with the established programs;.........
9.1.3. To order the withdrawal, from the work site, of any of the
CONTRACTOR's employees who, in PETROBRAS' opinion, may endanger the
good performance of the operations or hinder its inspecting
activities;...........................................................
9.1.4. To certify the accuracy of the information reported daily by the
CONTRACTOR;...........................................................
9.1.5. To 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;......................................
9.1.6. To request from the CONTRACTOR a detailed report on any accident
occurred and on any operation or repair performed.....................
36
9.2. However, the responsibility, operation, movement and administration
of the Unit will be under the exclusive control and command of the
CONTRACTOR or its employees...........................................
9.3. The total or partial action or omission of the Inspection, does not
lessen at all the CONTRACTOR's full responsibility for the rendering
of the obligations agreed upon herein, nor does it imply in any
reduction or change in the CONTRACTOR's obligations in the faithful
and perfect fulfillment of the present Contract.......................
9.4. Recording - PETROBRAS' Inspection should record its observations on
the Driller=s Log approved by the IADC and on the Daily Drilling
Certificate (ADP), to safeguard the rights and responsibilities
foreseen in this CONTRACT.............................................
9.5. During the contract period, PETROBRAS will carry out the CONTRACTOR's
performance evaluation, covering the groups in equipment and
material, human resources, installations, quality and efficiency.
The results of the performance evaluations will be notified and
consolidated by means of a service performance certificate............
(End of Clause)...............................................................
37
TENTH CLAUSE - REsISSION......................................................
10.1. PETROBRAS may rescind the present CONTRACT, without the CONTRACTOR
being entitled to any right to indemnity and/or withholding in the
following cases:......................................................
10.1.1. Nonfulfillment, or irregular fulfillment of contract clauses,
specifications, operations or time limits, as well as the repeated
commitment of faults in the fulfillment of the Contract;..............
10.1.2. Total or partial subcontracting of the object of the present Contract,
the association of the CONTRACTOR will another, merger/division or total
or partial incorporation, except if allowed for in this Contract, which
affects the good fulfillment of this instrument.
10.1.3. Interruption of the operations for more than 60 (sixty) days, in the
cases in which an act of God does not clearly apply (clause 12.4).....
10.1.4. Decree of the CONTRACTOR's bankruptcy.................................
10.1.5. Suspension of the operations for more than 60 (sixty) days............
10.1.6. When the limit for the imposition of penalties provided for in
item 8.4 of this Contract is attained.................................
10.1.7. Slowness in the performance of the works, leading PETROBRAS to prove
the impossibility of completing the operations within the established
time limits...........................................................
10.1.8. Non-compliance with the determination of PETROBRAS' agent appointed
to follow-up and inspect the fulfillment of the CONTRACT, as well as
those of his superiors................................................
10.1.9. The dissolution of the CONTRACTOR.....................................
10.1.10.The social change or the modification of the company's purpose or
structure, which in PETROBRAS' opinion, hinders the performance of the
operations;...........................................................
38
10.1.11.Delay in the beginning of the fulfillment of the CONTRACT for more than
180 (one hundred and eighty) days.....................................
10.1.12.Rescission of the Services Rendering Contract for drilling and/or
Evaluation and/or Completion and/or Workover using the Unit. entered
into between PETROBRAS and the INTERVENIENT PARTY.....................
10.1.13.If the limit set forth in subitem 2.1.9 of Attachment II to this
Contract is attained.
10.1.14.If the limits set forth in NOTE 2 of REF. 102 of Attachment II to this
CONTRACT is attained..................................................
10.1.15.Non-submittal of the proof of default 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.............
10.1.16.Non-submittal or submittal at variance of the GRPS, when the
corresponding invoice is delivered....................................
10.1.16.1.The rescision for this reason does not prevent PETROBRAS from
imposing the respective fine, foreseenm in 8.7.2.;...................
10.2. 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;..
39
c) will withhold the credits arising from the contract deed, up to
the limits of the damages caused to it;...........................
10.3. After the Contract is rescinded, as set forth in this Clause, the
CONTRACTOR is liable, in legal and contract fashion, for the violation
or inadequate performance which gives rise to the rescision, as well as
for the reimbursement of damages which PETROBRAS may come to
sustain...............................................................
10.4 After the Contract is rescinded, PETROBRAS, at its exclusive
judgment, may adjudicate the operations object thereof to which 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...........................
10.4.1. The CONTRACTOR is also liable for the pertinent administrative
sanctions, its full defense being guaranteed..........................
10.5. In the event PETROBRAS does not impose the right to rescind the
present CONTRACT according to this Clause, it may, at its absolute
discretion, withhold the payments of pending invoices, until the
CONTRACTOR fulfills the contract condition it has infringed, but such
fact will not represent novation nor will it generate rights that may
be claimed by the CONTRACTOR..........................................
(End of Clause)...............................................................
40
ELEVENTH CLAUSE - FISCAL CHARGES..............................................
11.1. Taxes (taxes, fees, emoluments, fiscal and parafiscal contributions)
that are due as a direct or indirect result of the present CONTRACT, or
its fulfillment, will be the exclusive responsibility of the taxpayer,
so defined in the tax rule, with no right to reimbursement. PETROBRAS,
as the paying 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.........................................................
11.1.1. The CONTRACTOR states that, in quoting its prices, it has taken into
account the taxes (taxes, fees, emoluments, fiscal and parafiscal
contributions) charged on the fulfillment of this Contract, and it
cannot make any claim due to error on such evaluation, for the purpose
of requesting a price revision [or] reimbursement of payments set down
by the proper authority...............................................
11.1.2. Once found, during the period of validity of the Contract, that the
CONTRACTOR has unduly added to its prices amounts corresponding to
taxes, fiscal and/or parafiscal contributions and emoluments of any
kind that are not charged to the performance of the services agreed
upon, such values will be immediately excluded, with the consequence
reduction of the prices practice and reimbursement of amounts that
may have been paid to the CONTRACTOR..................................
11.2. If, during the period of validity of this CONTRACT, any of the
following events occur:...............................................
o creation of new taxes;............................................
o extinction of existing taxes;.....................................
o changes in the aliquots;..........................................
o establishment of tax incentives of any kind; and..................
41
o exemption or abatement of federal, state or county taxes;.........
which, provedly come to increase or reduce the burdens of the parties
to the contract, the prices will be revised, so as to fit them into
the changes made, compensating, at the first opportUnity, any
differences arising from such changes. However, if it is a question
of tax incentives, the advantages arising therefrom will always be
for PETROBRAS.........................................................
(End of Clause)...............................................................
42
TWELFTH CLAUSE - FORCE MAJEURE................................................
12.1. PETROBRAS and the CONTRACTOR will not be liable for the
nonfulfillment of their respective obligations in case of events that
characterize an act of God or force majeure defined in the sole
paragraph of Article 1.058 of the Brazilian Civil Code. Any suspension
of performance due to such item 12.1 will be limited to the period
during which such cause or its consequences exist, and such period will
be added to the duration of the Contract mentioned in the Second Clause
of the present Contract. However, the CONTRACTOR is assured the right to
receive the rate provided for in Ref 104 of Attachment III, with the
exception of the exemption from payment set forth in subitem 2.1.4 of
the Attachment II, and the reimbursements mentioned in this Contract,
and furthermore, the parties will severally assume their
losses................................................................
12.2 If the circumstances that justify the invoking of the existence of an
act of God or force majeure occurs, the party unable to fulfill its
obligations will immediately notify the other party, in writing, on
the occurrence and its consequences...................................
12.3. If the impediment arising from the force majeure lasts for more than
30 (thirty) 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............................................................
12.4 In the present Contract it will be considered as act of God the
situation in which one of the parties is prevented from fulfilling
its obligations, provided it proves that:.............................
the non-fulfillment of the obligation was due to the existence of an
impediment beyond its control,........................................
43
the party impeded could not, within its ability, overcome the
impediment and its effects, in order to fulfill its contract
obligation within the time limit set down, and........................
the impediment and its effects could not be avoided nor overcome......
(End of Clause)...............................................................
44
THIRTEENTH CLAUSE - ASSIGNMENT AND TRANSFER...................................
13.1. The CONTRACTOR cannot assign or transfer, in whole or in part, the
present Contract, except with PETROBRAS' prior authorization in
writing...............................................................
13.2. The CONTRACTOR cannot assign or give in guarantee, at any title, in
whole or in part, the credits of any kind, arising or deriving from
the present CONTRACT, except with PETROBRAS' prior authorization in
writing. The prior authorization will obligatorily state that
PETROBRAS imposes upon the assignee of the credits the exceptions
that behooves it, mentioning expressly that the payments to the
assignee will be conditioned to the fulfillment, by the assignor, of
all of its contract obligations.......................................
13.3. The occurrence of the above mentioned events, duly authorized by
PETROBRAS, does not exempt the CONTRACTOR form any of its contract
obligations...........................................................
13.4. PETROBRAS may assign or transfer, in whole or in part, the present
Contract, under commercial conditions to be agreed upon by the
parties. .............................................................
(End of Clause)...............................................................
45
FOURTEENTH CLAUSE - ADDITIONAL EQUIPMENT......................................
14.1. PETROBRAS may install in the Unit the additional equipment it deems
necessary for research, drilling, completion of wells or production.
It is agreed, however, that no structural change will be made in the
Unit without the CONTRACTOR's consent in writing. All PETROBRAS'
equipment installed in the Unit will remain its property, and it will
be removed by it before the end of this Contract. The installation
and removal expenses will run for PETROBRAS' account. During the
installation and removal of PETROBRAS' equipment, the rate set forth
in Ref 104 of Attachment III will be paid if the interruption of the
operations becomes necessary..........................................
(End of Clause)...............................................................
46
FIFTEENTH CLAUSE - ATTORNEY OF RECORD.........................................
15.1. The CONTRACTOR undertakes to maintain, in the City of Rio de Janeiro,
State of Rio de Janeiro, Federative Republic of Brazil, during the
period of validity of the CONTRACT and until the settlement of eventual
demands arising from this CONTRACT, a representative with ad-judicia et
extra powers, who may receive service of process, inclusive in
execution proceedings, and also sign compromise and settlements
regarding controversies resulting from this CONTRACT, and the summons
can be made by publication, in the event or absence or lack of an
Attorney..............................................................
15.1.1. Within 30 (thirty) days after the signature of the present Contract,
the CONTRACTOR will notify PETROBRAS the name, qualification, office
and residence of its representative and attorney of record, as set
forth in item 15.1....................................................
(End of Clause)...............................................................
47
SIXTEENTH CLAUSE - CONTRACT RELATIONSHIPS.....................................
16.1 This CONTRACT is related to another one for the rendering of services
of drilling and/or evaluation and/or completion and/or workover, signed
on this same date between PETROBRAS and the INTERVENIENT PARTY........
(End of Clause)...............................................................
48
SEVENTEENTH CLAUSE - INTERVENIENCE............................................
17.1. The INTERVENIENT PARTY signs the present Contract, together with the
CONTRACTOR, being jointly liable with it for all obligations arising
from the present Contract and from its fulfillment, including for
losses................................................................
(End of Clause)...............................................................
49
EIGHTEENTH CLAUSE - LIABILITY.................................................
18.1. PETROBRAS' and the CONTRACTOR's liability for damages will be limited
to the direct damages in accordance with the Brazilian Civil Code and
pertinent laws, with exception of loss of profit and indirect damages,
the direct damages being limited to 100% (one hundred percent) of the
total contract value..................................................
(End of Clause)...............................................................
50
NINETEENTH CLAUSE - COMPLEMENTARY DOCUMENTS
19.l. The AttachmentS mentioned below are an integral part of the present
CONTRACT and, in the event of disagreement between the Attachments
and the CONTRACT, the text of the CONTRACT will prevail...............
Attachments:
I - Technical specifications of the Unit .....................................
II - Applicability of the Rates and Incidental in the Performance.............
III. - Unit Prices Spreadsheet ...............................................
IV - Mutual Obligations ......................................................
V - List of Specialized Personnel.............................................
VI - Environmental Operating Conditions
VII - PETROBRAS' Safety Rules.................................................
VIII - Equipment Testing Program..............................................
IX - Procedures In the Event of Fatal Accidents...............................
(End of Clause)...............................................................
51
TWENTIETH CLAUSE - PRICE READJUSTMENT.........................................
20.1. The contract prices are fixed and non-readjustable....................
(End of Clause) ..............................................................
52
TWENTY-FIRST CLAUSE - ACCEPTANCE..............................................
21.1. After the chartering operations are completed in strict compliance
with the conditions set forth in this contract deed, PETROBRAS will
accept them by means of a Definite Deed of Receipt, signed by both
parties...............................................................
21.2. The signature of the Definite Deed of Receipt does not exempt the
CONTRACTOR from the liabilities foreseen in this contract and in the
laws in force.........................................................
(End of Clause) ..............................................................
53
TWENTY-SECOND CLAUSE - LOSS OR DISAPPEARANCE..................................
22.1. In the event the Vessel is lost or disappears, no payment regarding
the same will be due by PETROBRAS to the CONTRACTOR, as of the day or
as of the moment it was last heard of.................................
(End of Clause)...............................................................
54
TWENTY-THIRD CLAUSE - GROSS OR GENERAL AVERAGE...............................
23.1. The gross or general average will be ruled in the Port of Rio de
Janeiro according to the York and Antuerp Rules/1974..................
(End of Clause) ..............................................................
55
TWENTY-FOURTH CLAUSE - JURISDICTION...........................................
24.1. The Jurisdiction of the County of the Capital of the State of Rio de
Janeiro will be competent to settle any questions arising from the
present Contract, with the express waiver, by the parties, of any
other, however privileged ............................................
(End of Clause) ..............................................................
AND BEING THUS AGREED, the parties sign the present deed in 4 (four) copies
with the same tenor, with the witnesses below ........................
Rio de Janeiro, (blank) ......................................................
PETROLEO BRASILEIRO S.A. - PETROBRAS
(BLANK)
LUIZ EDUARDO G. CARNEIRO - EXECUTIVE SUPERINTENDENT OF EXPLORATION AND
PRODUCTION SOUTH AND SOUTHEAST (E&P-SSE) .....................................
MARITIMA NAVEGACAO E ENGENHARIA LTDA.
(BLANK)
GERMAN EFROMOVICH - PRESIDENT ................................................
WITNESSES:
(Blank) - CPF No. (Blank) ....................................................
(Blank) - CPF No. (Blank) ....................................................
(Attachment I not included in the original document.).........................
56
Attachment "I"
TECHNICAL SPECIFICATIONS OF THE Unit AND ITS ACCESSORIES
(Attachment I not included in the original document.)
57
CONTRACT 101.2.063.97-8...............................................
CHARTERING
Attachment II
APPLICABILITY OF THE RATES AND,
INCIDENTALS 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 drilling, coring, 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 .............................................................
58
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 on 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) - In each measurement period, as agreed upon
in subitem, 6.1.1 of the CONTRACT, the CONTRACTOR will be entitled to the
receipt of a Rate Additional, calculated by the following formulae:...........
AT = 0.10 x (NT - NFM - NREP - NIPG-NTOR) X TO .......... for PI (less than or
equal to) 0,0300..............................................................
AT =(0.16 - 2 x PI) x (NT= NFM - NREP - NIPG - NTOR) x TO ....... for 0,03 (less
than or equal to) PI (less than or equal to) PI
0,0800 AT = Zero .............. to PI>0,800
Where:........................................................................
AT = Rate Additional .........................................................
TO = Operation Rate (REF 101).................................................
PI = Unavailability Proportion, calculated with 4 (four) decimal places,
being: .......................................................................
PI= NREP + NIPG + NTOR
------------------
NT - NFM
NT = Total number of days in the measurement period considered ...............
59
NFM = Total number of days in which the act of God or force majeure occurs,
as defined in the Twelfth Clause of the Contract, in the measurement period
considered ...................................................................
NREP = Total number of days under repair rate (REF 102) in the measurement
period considered ............................................................
NIPG = Total number of days under exemption from payment (according to item
2.1 of this Attachment) in the measurement period considered .................
NTOR = Total number of days with reduced operation rate (according to
subitems 2.2.3 and 2.2.4 of this Attachment) in the measurement period
considered ...................................................................
REF. 104 - WAITING RATE (TE) - corresponds to 95% (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 Twelfth
Clause of the 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 drilling or
other activity, from geology, from production, rest for PETROBRAS' team or
of those of third party at PETROBRAS' service; waiting for towage or
support vessels..........................................................
60
NOTE 1. The period spent in disconnecting the LMRP from the BOP due to
environmental conditions, will be considered as Bad Weather, 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% of the Operation Rate (TO) and
will be applied during the following periods: ................................
a) Beginning of the Contract - After the acceptance of the Unit's equipment
operating conditions, once the general testing provided for in Item 3.1.
of the Contract has been carried out, until the spud in of the first
well or reentry in the first well (beginning of lowering 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 lowering the first tool for
access to the well); ....................................................
NOTE: This period includes the DP system calibration and tests, always in
each new location, and in others in each contract year or at any time, when
requested by PETROBRAS........................................................
c) End of Contract - After the end of 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.............................................
61
Ref. 106 MOBILIZATION OF THE Unit (MOB) - No rate will be due for the
mobilization of the Unit and its accessories..................................
Ref. 107 DEMOBILIZATION OF THE Unit (DEMOB) - No rate will be due or the
demobilization of the Unit and its belongings.................................
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 Operating conditions ...................
2.1.4. Stoppage of the services and/or of the Unit for inspection or dockage
purposes, including surveys and dockages arising from act of God or
force majeure, as defined in the Twelfth Clause of the Contract, the
corresponding expenses also running for the CONTRACTOR's account .....
62
NOTE 1. The exemption from payment will begin in the moment there is an
interruption of the operational continuity object of this Contract, even if
the withdrawal of all or part of PETROBRAS' and/or the CONTRACTOR's cargo
becomes necessary for the inspection and/or dockage...........................
NOTE 2. The end of the exemption from payment, due to the inspection and/or
dockage, will occur:..........................................................
a) On the return to the same location, the moment the operation
returns to the previous situation;................................
b) In the mobilization for another location, the moment the Unit
starts sailing after PETROBRAS' or the CONTRACTOR's materials
have been put back on board.......................................
2.1.5. Occurrence of kick, drill string sticking, loss of circulation,
fishing or abandonment, caused by the CONTRACTOR's duly proven action
or omission, from the moment the problem was ascertained, until the
return to the situation prior to its occurrence, or displacement to
another location, in the event of abandonment ........................
2.1.5.1.The exemption from payment referred to in 2.1.5 will be limited to a
period of 15 (fifteen) days, per event, after which the reduction
foreseen in subitem 2.2.3 of this Attachment will be applied..........
2.1.6. Occurrence of blow out caused by the CONTRACTOR's duly proven action
or omission, from the moment the problem was ascertained, until the
return to the situation prior to its occurrence ......................
63
2.1.6.1.The exemption from payment referred to in item 2.1.6 will be limited to
a period of 45 (forty-five) days, after which the reduction foreseen in
subitem 2.2.4 of this Attachment will be applied......................
2.1.7. Suspension of the services, determined by PETROBRAS' Inspection,
based on item 9.1.1 of the Contract...................................
2.1.8. Interruption of the operations due to a failure occurred in any of
the Unit's equipment, at the time of the testing to be carried out
according to item 3.1 of the Contract ................................
2.1.9. In the occurrence of events of exemption from payment provided for in
subitem 2.1.1, 2.1.2, 2.1.3, and 2.1.7, for a total accumulated period
exceeding 30% (thirty percent) in any 6 (six) month period, PETROBRAS
may rescind the present Contract, based on. its subitem 10.1.8
2.2. Reduction in the Daily Operation, Waiting and Movement Rate ..........
The rates foreseen in this Attachment will be reduced in the following cases .
2.2.1. Total or partial inoperativeness or malfunction of any equipment
which delays or hinders the operation, such as, but not limited to,
winches, top drive, kelly spinner, geolograph, current meter, air
compressors, shale shaker, desander; desilter, 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 .................................................................
64
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 in which low efficiency is verified:..................
Operating Parameters: ........................................................
- - - Maneuver of the drill string in a cased well (except BHA): ...............
o Inside the riser and 20" casing = 500 m/h.........................
o Inside the 13 3/8" casing = 600 m/h ..............................
o Inside of 9 5/8" casing = 700 m/h ................................
- - - Break of DP's per Unit - 25jt/h ..........................................
- - - Casing string run in the sea/inside the riser/previous casing (joints
with approximately 12 m long) ............................................
o 30" Casing - 2 jt/h..........................................
o 20" Casing - 5 jt/h..........................................
o 13 3/8" Casing - 13 jt/h ........................................
o 9 5/8" Casing - 18 jt/h ........................................
o 7" Casing - 15 jt/h.........................................
- - - Running of drilling riser, excluding normal time for testing (50 ft
joint): 45/m/h ...........................................................
- - - Pulling of drilling riser (50 ft joints): 60 m/h..........................
- - - Installation or pulling of the kill/choke lines/telescopic
joint/stretchers: 6.0h ...................................................
- - - Diverter installation or pulling: 2.0h ...................................
- - - Assembly of the dampening lines in the M.R.: 1.5h........................
65
- - - Assembly of the flexitube equipment: 5.0h. ...............................
- - - Assembly of the production tail: 2.0h ....................................
- - - Tubing running or pulling, per Unit - 150 m/h ............................
- - - Tubing running or pulling per section - 300 m/h...........................
- - - Completion risers running or pulling - 50 m/h ............................
- - - Assembly of terminal head and sling's -2.0 h .............................
- - - Moving of 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 SOP - 1.5h
NOTE: The above mentioned operating parameters are based on normal weather
condition.....................................................................
2.2.3. Beginning on the 16th '(sixteenth day), inclusive, of the occurrence of
kick, drill string sticking, loss of circulation or fishing, caused by
the CONTRACTOR's duly proven action or omission, until the return to the
situation prior to its occurrence, the applicable rate will be reduced
by 50% (fifty percent) ...............................................
2.2.4. Beginning on the 46th (forty-sixth) day, inclusive, of the occurrence of
Blow out caused by the CONTRACTOR's duly proven action or omission,
until the return to the situation prior to its occurrence, the
applicable rate will be reduced by 50% (fifty percent)................
2.3. Period of Validity of the Contract Rates the contract rates set forth
in this Attachment will apply in the period set forth below: .........
66
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 this Unit's arrival at a port or sheltered waters
chosen by common agreement between the parties, and if there is
PETROBRAS' equipment still aboard, with the withdrawal of such
equipment from the Unit...........................................
2.4. Blow-Out - PETROBRAS will be responsible for the well control
operation costs, in the event of blow-out and caving caused by the
blow-out. Such provisions apply only to the well control costs and
do not apply to the loss of assets, lesions and/or damages caused by
the blow-out, which are protected by the provisions of the pertinent
items of this Contract. The CONTRACTOR undertakes to place at
PETROBRAS' disposal all of its resources in personnel and equipment
related to this COontract without any additional charges to
PETROBRAS. If the CONTRACTOR has contributed with duly proven
grossly negligent action or omission for the occurrence of the
accident, no rate will be due, until the solution of the problem, in
compliance with the provisions in subitems, 2.1.6 and 2.2.4 of this
Attachment ...........................................................
(End of Attachment)...........................................................
67
RENDERING OF SERVICES
- - -------------------------------------------------------------------------------
Unit PRICES SPREAD SHEET CONTRACT NO. 101.2.008.97-9
- - -------------------------------------------------------------------------------
OBJECT OF BID: CHARTERING OF THE FLOATING Unit PROVIDED WITH
DYNAMIC POSITIONING SYSTEM.
- - -------------------------------------------------------------------------------
PLACE OF OPERATION: BRAZILIAN CONTINENTAL SHELF
- - -------------------------------------------------------------------------------
Unit'S NAME: AMETHYST 4
- - -------------------------------------------------------------------------------
COMPANY'S NAME: MARITIMA NAVEGACAO E ENGENHARIA LTDA.
- - -------------------------------------------------------------------------------
CODE ITEMIZATION Unit Unit PRICE (US$)
- - -------------------------------------------------------------------------------
02.222.305 OPERATION RATE DAY 114,599.70
(REF. 101)
- - -------------------------------------------------------------------------------
02.222.306 REPAIR RATE DAY No Rate Will Be Due
(REF. 102)
- - -------------------------------------------------------------------------------
02.222.307 WAIT. BAD DAY (95% OF Ref. 101)
WEATHER RATE
(REF. 104.1)
- - -------------------------------------------------------------------------------
02.222.308 WAIT. FORCE DAY (95% OF Ref. 101)
MAJEURE RATE
(REF. 104.2)
- - -------------------------------------------------------------------------------
02.222.309 WAIT. RATE DAY (95% OF Ref. 101)
WAITING
(REF. 104.3)
- - -------------------------------------------------------------------------------
02.222.310 MOVEMENT RATE DAY (95% OF Ref. 101)
(REF. 105)
- - -------------------------------------------------------------------------------
68
- - -------------------------------------------------------------------------------
02.222.311 MOBILIZATION UNIQUE No Rate Will Be Due
RATE (REF. 106)
- - -------------------------------------------------------------------------------
SIGNATURES DATE OF THE
PROPOSAL
- - -------------------------------------------------------------------------------
PETROBRAS CONTRACTOR (blank) 07/07/97
(blank)
- - -------------------------------------------------------------------------------
69
Contract 101.2.063.97-8.......................................................
CHARTERING
Attachment IV
MUTUAL OBLIGATIONS
- - -------------------------------------------------------------------------------
DESCRIPTION ON ACCOUNT OF SUPPLIED BY
--------------------------------------------
PET CONT PET CONT
- - -------------------------------------------------------------------------------
1. Production Adaptor Base an X X
AMN.
- - -------------------------------------------------------------------------------
2. Cement, bentonite, baritine X X
and other materials and
additives for manufacturing
mud and cementing.
- - -------------------------------------------------------------------------------
2. (sic) Cementing and logging
Unit:
a) Installation and removal X X
b) Maintenance X X
c) Rent X X
- - -------------------------------------------------------------------------------
3. Equipment and tools specific X X
for evaluation, completion and
production of wells.
- - -------------------------------------------------------------------------------
4. Fishing tools and replacement
materials for pipes and
production tools.
- - -------------------------------------------------------------------------------
a) Foreseen in X X
Attachment I
- - -------------------------------------------------------------------------------
b) Not foreseen in X X
Attachment I
- - -------------------------------------------------------------------------------
70
- - -------------------------------------------------------------------------------
DESCRIPTION ON ACCOUNT OF SUPPLIED BY
--------------------------------------------
PET CONT PET CONT
- - -------------------------------------------------------------------------------
5. Equipment, tools and X X
replacement materials needed
for the services of logging,
formation tests and/or
production and/or perforation,
not included in Attachment I.
- - -------------------------------------------------------------------------------
6. Lubricants and greases for the X X
CONTRACTOR's equipment.
- - -------------------------------------------------------------------------------
7. Industrial and fresh water. X X
- - -------------------------------------------------------------------------------
8. Replacement materials, X X
including fishing tools and
other CONTRACTOR's
equipment listed in
Attachment I.
- - -------------------------------------------------------------------------------
9. Consumer equipment and X X
materials for completion
fluid tests listed in
Attachment I. (Note:
PETROBRAS will inform
inform monthly on the
minimum stock needed).
- - -------------------------------------------------------------------------------
10. Steel ropes, slings, sisal X X
or nylon ropes and cordate
in general, needed for
tying towlines, for mooring
support vessels and in cargo
evaluation completion and
handling.
- - -------------------------------------------------------------------------------
11. Boxes for loading and
- - -------------------------------------------------------------------------------
71
- - -------------------------------------------------------------------------------
DESCRIPTION ON ACCOUNT OF SUPPLIED BY
--------------------------------------------
PET CONT PET CONT
- - -------------------------------------------------------------------------------
unloading of liquids and bulk X X
material with connections
compatible with those of the
supply vessels.
- - -------------------------------------------------------------------------------
12. Materials to make drilling X X
and completion fluid.
- - -------------------------------------------------------------------------------
13. Conventional bits. X X
- - -------------------------------------------------------------------------------
14. Safety equipment for X X
individual use: gloves,
helmets, boots, masks,
ear protectors and other
personal use equipment
for the CONTRACTOR's
employees.
- - -------------------------------------------------------------------------------
15. Services, materials and X X
equipment to mark locations.
- - -------------------------------------------------------------------------------
16. Surveyinf o the sea bottom, X X
if necessary.
- - -------------------------------------------------------------------------------
17. Welding equipment and X X
material needed for well
completion and abandonment
operations.
- - -------------------------------------------------------------------------------
18. Bulls eye for running X X
tools
- - -------------------------------------------------------------------------------
19. Warehouses, office and X X
storage area for the
CONTRACTOR on land.
- - -------------------------------------------------------------------------------
72
- - -------------------------------------------------------------------------------
DESCRIPTION ON ACCOUNT OF SUPPLIED BY
--------------------------------------------
PET CONT PET CONT
- - -------------------------------------------------------------------------------
20. Radio-beacon with working X X
frequencies compatible with
those mentioned in Attachment
I.
- - -------------------------------------------------------------------------------
21. Safety and survival equipment, X X
including maintenance
(subjected to periodical
inspection by PETROBRAS
- - -------------------------------------------------------------------------------
22. Screens for mud sieves, X X
according to
PETROBRAS'
specifications.
- - -------------------------------------------------------------------------------
23. Materials for the maintenance X X
of equipment and test lines,
supplied by the CONTRACTOR,
for formation testing and/
or production painting,
boiler factor and welding).
- - -------------------------------------------------------------------------------
24. VX ring, VX with HYCAR
and VX with lead insert
for connection BOP-
WELLHEAD, LMRP-BOP
STACK:
a) In normal operation X X X
b) In reinstallation due X X X
to problem with the ESCP
- - -------------------------------------------------------------------------------
25. VX ring, VX with X X X
HYCAR and VX with
- - -------------------------------------------------------------------------------
73
- - -------------------------------------------------------------------------------
DESCRIPTION ON ACCOUNT OF SUPPLIED BY
--------------------------------------------
PET CONT PET CONT
- - -------------------------------------------------------------------------------
lead insert for ANM'
- - -------------------------------------------------------------------------------
26. Remote operation
submarine vehicle (ROV)
a) Installation and removal X X
b) Maintenance X X
c) Rent X X
- - -------------------------------------------------------------------------------
27. Hydraulic fluid for X X
BOP driving and test
- - -------------------------------------------------------------------------------
28. Hydraulic fluid for X X X
ANM driving and test
- - -------------------------------------------------------------------------------
29. Special greases for X X
pipes and completion
equipment
- - -------------------------------------------------------------------------------
30. Individual safety X X
equipment for operation
in the moon pool.
- - -------------------------------------------------------------------------------
31. Paper and ink for X X
microcomputer printer.
- - -------------------------------------------------------------------------------
32. Beacons, hydrophones, X X
transducers, transponders,
batteries.
- - -------------------------------------------------------------------------------
33. Diesel Oil
- - -------------------------------------------------------------------------------
a) up to the limit set X X
forth in Clause 4.6.2
- - -------------------------------------------------------------------------------
b) above the limit set X X
forth in Clause 4.6.2
- - -------------------------------------------------------------------------------
34. Filter elements for the X X
completion fluid filtering
Unit.
- - -------------------------------------------------------------------------------
(End of Attachment)...........................................................
74
Attachment V
LIST OF (MINIMUM) SPECIALIZED PERSONNEL
ABOARD
- - ----------------------------------------
Captain or Barge 1
- - ----------------------------------------
Tool Pusher (1 2
superintendent
aboard)
- - ----------------------------------------
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 2
(Portuguese speaker)
- - ----------------------------------------
75
- - ----------------------------------------
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..
76
Attachment VI
ENVIRONMENTAL OPERATING CONDITIONS
(PERMISSIBLE LIMITS FOR ENVIRONMENTAL
CONDITIONS ACTING SIMULTANEOUSLY)
- - -------------------------------------------------------------------------------
OPERATION HEAVE PITCH WIND WAVE CURRENT
(FEET) OR (MPH) (FEET) (KNOTS)
ROLL
(DEGREES)
- - -------------------------------------------------------------------------------
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
- - -------------------------------------------------------------------------------
LMPR 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 1,5 1,5 19 2,1 0,75
- - -------------------------------------------------------------------------------
77
- - -------------------------------------------------------------------------------
lines)
- - -------------------------------------------------------------------------------
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 BOP 2,5 3,0 39 6,7 0,75
78
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. 41/72:
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).
79
Attachment VIII
EQUIPMENT TESTING PROGRAM
In order to carry out the Unit's equipment testing in an easier and
more agile manner, the CONTRACTOR is to submit to PETROBRAS, as quickly as
required the following documents:.............................................
1. CERTIFICATES............................................................
a) Survey and Appraisal Report, updated and valid for the fiscal
year regarding the Unit offered, issued by one of the entities:
ABS, NOBLE & DENTON, DNV, LLOYDS or BUREAU VERITAS, and if the
report is issued abroad, it will be translated into Portuguese by
a sworn public translator and notarized in the Brazilian
Consulate.........................................................
b) Classification or Class Confirmation Certificate for hull and
equipment, compatible with the proposal submitted (certified
copy);............................................................
c) Report on claims from the classification societies mentioned in
the Class Confirmation Certificate (in the event there are
claims);..........................................................
NOTE:PETROBRAS will evaluate the above mentioned documents and will
mention in what time limited 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-MUDU-CODE - Mobile Offshore Drilling Unit - latest edition
(unnecessary for Drill Ship);.....................................
80
g) Cargo Ship Safety Equipment Certificate;..........................
h) Cargo Ship Safety Construction Equipment;.........................
NOTE:All documents required are to be within their period of
validity....................................................
2. INDUSTRIAL SAFETY AND ENVIRONMENTAL CONTROL.............................
- Manuals and emergency plans in the Portuguese Language............
3. STORAGE CAPACITY........................................................
- Complete floor plan of bulk movement system, specifying:..........
a) Exclusive lines to move cement;.............................
b) Exclusive lines to move bentonite and baritine;.............
c) Location and type of bulk line valves and their respective
driving systems;............................................
d) Pneumatic lines for cleaning and clearing bulk lines;.......
e) Location of the manometers;.................................
f) Quantity, flow, operating pressure and location of the air
drying Unit(s);.............................................
g) 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 t 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.......
81
- 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.........
- Floor plan of the mud tanks system, emphasizing the supply lines,
guns lines, mixture funnel and centrifugal pumps interconnection
lines.............................................................
5. WELLHEAD SAFETY EQUIPMENT SYSTEM........................................
- Sketch of the BOP/LMRP, specifying lines, valves and
measures/dimensions...............................................
- Floor plan of the kill and choke lines from the BOP to the choke
manifold, specifying valves, connections, dampener chambers,
anchorage points and interconnection with the other systems.......
- Floor plan of the atmospheric air separator.......................
- Layout of the trip tank installation, giving the following
information:......................................................
a) Capacity;...................................................
b) Location;...................................................
c) Sensitivity;................................................
d) Measuring system;...........................................
e) Scale type;.................................................
f) Driller=s scale visualization conditions;...................
g) Supply System for the above item............................
- Floor plan of the stand pipe manifold, specifying lines, valves,
manometers and interconnections with the other systems............
82
- Inspection report on the riser, riser handling tools and
connectors, telescopic joint and flexible joint, according 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................................................
- Biannual inspection certificate of the choke manifold, with
the manufacturer's approval.................................
- Biannual inspection certificate of the BOP Unit and driving
system, with the manufacturer's approval....................
- 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 rusting maintenance and prevention plan
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 MONOGENERATORS 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.
83
- 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)....................
- 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 vouchers (for new tools)...................
11. SUNDRY SYSTEMS..........................................................
- Winches load test certificate.....................................
- Description of the compressed air system, emphasizing
compressors, layout of lines, valves and interconnection with the
other systems.....................................................
- Preventive Maintenance Plans with their respective timecharts.....
- 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 service rendering
contracts.........................................................
NOTE:Such equipment must be in places of easy access for inspection.
A) RECEIPT TEST......................................................
84
- 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 service rendering
contracts.
NOTE:Such equipment must be in places of easy access for
inspection..................................................
- The following systems, equipment and tools listed below
will be checked, inspected and tested:......................
1) DRILL STRING, COMPONENTS AND ACCESSORIES....................
- The CONTRACTOR will submit recent inspection reports,
according to the specification API RP7G for the whole
drill string and accessories such as, but not limited
to: drill pipes, drill collars, HW, Subs,
stabilizers, reamers, bumper subs, lift-sub, kelly,
slips, elevators, fishing tools, etc., which proves
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...................
85
NOTE 2: For the string, components and new accessories, no inspection report
will be required, documents proving that such equipment is new will
be sufficient........................................................
NOTE 3: The CONTRACTOR's equipment will be stored and arranged so as to
facilitate the inspection by sampling to be carried out by PETROBRAS.
- The same procedure will be adopted for the telescopic
joints and flexible joints............................
2) EXTRACTOR OF SOLIDS.........................................
The following will be examined:.............................
- sieves,...............................................
- desander..............................................
- degasser, test suction and discharge..................
- centrifuge (if any)...................................
The operation and work pressure, as well as the existence
of manometers, will be checked..............................
3) MUD TANKS AND VALVES........................................
Waterproofness, working of the agitators, mixture funnel
and depth gun, besides the existence of fixed marks to
control the tanks volume will be checked....................
4) CENTRIFUGAL PUMPS...........................................
The following will be checked:..............................
- working, vibration and noises;........................
- Packing (leaks);......................................
86
- 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 C and D to this CONTRACT will be
checked.....................................................
6) DRILLING DERRICK............................................
Maintenance conditions (corrosion), fastening system and
the conditions of the traveling block rails will be
examined....................................................
7) CROWN BLOCK.................................................
The pulleys will be examined as to the profile wear,
alignment, clearance, buckling of the axles, lubrication,
etc.........................................................
8) MUD PUMPS...................................................
The following will be carried out:..........................
- observation of working, vibrations, noises;...........
- pressure and maximum work flows tests for the liner
used;.................................................
- safety valve working test;............................
- checking of the suction and discharge pulsation
dampeners;............................................
- watertightness tests with nominal pressure of the mud
pumps and of all manifold valves;.....................
- watertightness tests with nominal pressure of all
manifold values of the stand pipe manifold and of the
kelly hose;...........................................
87
- random disassembling of the suction for visual
inspection of the piston, sleeve, packing, valve and
seat..................................................
9) SWIVEL......................................................
The mandril, gooseneck, body, etc., will be check and
nominal pressure test with rotation will be performed.......
10) MOTION COMPENSATOR..........................................
The piston alignment, lock bar, alignment in the rail,
general conditions, leaks and chains will be checked........
11) RISER AND GUIDE LINE TENSIONERS.............................
The general conditions, leaks, pulleys and cables will be
inspected...................................................
12) RISER RECOIL SYSTEM/HANG OFF SYSTEM/FILL-UP SYSTEM VALVE
(IF ANY)....................................................
The systems' operation will be checked.
13) HIGH COMPRESSORS AND AIR RESERVOIRS.........................
The general conditions, leaks, lines and system yield will
be checked..................................................
14) TOP DRIVE...................................................
Working tests (connection and disconnection of one or more
sections of the DP's) will be carried out and the general
conditions will be inspected................................
15) KELLY SPINNER...............................................
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...........
88
16) HOOK........................................................
The general conditions and the locking system will be
checked.....................................................
17) TRAVELLING 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) TRIP TANK...................................................
Capacity, installation site, sensitivity to the level
indicator system, visualization condition and supply system
will be inspected...........................................
21) HYDRAULIC TONGS AND PNEUMATIC SPIDER FOR CASING AND
PNEUMATIC TONGS FOR DRILL PIPES.............................
- Operation tests will be made and maintenance
conditions will be checked............................
89
- The existence of an alignment guide for the sand-line
cable in the drum will be checked.....................
22) SAND-LINE OF WIRE-LINE SYSTEM...............................
- Operation of the clutches and brake will be tested by
lowering the photoclinometer inside the drill string
coinciding with the photoclinometer overshot test (TOTCO)
will be tested. Test to be made on location before the
beginning of the operations.................................
23) CHOKE MANIFOLD..............................................
All valves with low pressure (300 psi) and in high pressure
(system's work pressure). Manometers, hydraulic choke
operation, manual choke, remote control panel, etc. will be
tested......................................................
24) UPPER AND LOWER KELLY COCK, INSIDE BOP AND SAFETY VALUE
- Drivers will be tested and work pressure tests will
be made...............................................
- The end connections of each element will be checked
and tested with work pressure. The CONTRACTOR should
have end seal plugs adequate for the test.............
25) KILL AND CHOKE LINES HOSES..................................
The end connections will be checked and tested with the
system's work pressure. The CONTRACTOR should have end
seal plugs adequate for the test............................
26) DRILL INSTRUMENTATION SYSTEM................................
90
The following will be tested:...............................
- geolograph;...........................................
- rotary table tachometer;..............................
- manometers;...........................................
- stroke counter;.......................................
- level control in the mud tanks;.......................
- torque indicator......................................
27) FLARE PIPE AND BOOMS........................................
Their existence on board will be checked, analyzing the
maintenance conditions of the lines by means of
inspections, and the facilities for installation 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......
91
- the opening and closing of all ram, annular a kill
and choke valve chambers will be tested...............
- the hydraulic driving Unit will be checked as to:
fluid used, fluid low level alarm, low air pressure
and low accumulators pressure, maintenance
conditions, leaks and mixing systems..................
- the volumetric capacity of accumulators and the
capacity of electric and pneumatic pumps of the
hydraulic Unit will be tested.........................
- the locking system of the ram valve(s) will be tested.
- the SPM valves conditions will be checked by opening and
inspecting one of them, chosen at random..........
- the locking/unlocking system of the H-4 hydraulic
connectors will be tested.............................
- the surface and bottom accumulators' pre-charge will
be checked............................................
- the operation of the following systems will be tested:
o driving back-up.................................
o emergency recovery..............................
o handling........................................
29) TRAVELING TONGS, EZY-TORQ, TORQUE SENSOR, SLIPS, ETC........
One or more sections of the drill collars and drill pipes
will be assembled/disassembled to check the working of such
equipment. The general maintenance conditions, chuck jaws
and cables will be checked..................................
92
30) BULK TRANSFER SYSTEM........................................
The following will be carried out:..........................
- the operation of the compressor will be checked, and
noise, oil and air leaks, and maintenance state,
filters and dehumidifier will be inspected............
- operation and watertightness of valves, lines and silos
will be checked, looking for possible 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-GENERATORS ASSEMBLY..............................
The following will be carried out:
- vibration, noises, insulation, leaks, maintenance,
etc., will be checked.................................
- generators input and output in the bus bar,
synchronism and load divisions will be tested.........
- load and voltage and frequency regulation will be
tested................................................
33) DESSALTER...................................................
Operation and production capacity will be checked...........
34) CAT-LINES CRANES............................................
93
The following will be carried out:
- operation of the winches and maintenance of the
cabled will be checked................................
- the elevation and rotation system, the operation with
flying boom and pulley block and the operation of the
boom height pawl will be checked......................
- the report of the last inspection carried out by the
Unit's classification society in the winches will be
examined..............................................
35) DEJECTA TREATMENT Unit......................................
Its operation will be inspected.............................
36) TELECOMMUNICATION SYSTEM....................................
Operational tests will be made in all radio equipment
existing on board, including radio-beacon...................
37) OVERHEAD TRAVELING CRANE....................................
Their operation, and the maintenance conditions of cables
and sliders will be examined................................
38) DC/SCR MOTORS...............................................
The maintenance conditions and insulation, as well as the
collectors and brushes will be examined.....................
- SCR functional test...................................
39) DIVERTER....................................................
The following will be tested:...............................
94
- flow line wing valves;................................
- diverters and insert packer lock;.....................
- the control panel will be checked.....................
40) SAFETY EQUIPMENT............................................
SALVAGE.....................................................
Fireproof rigid vessels (capsules, whalers):................
- lowering, motor, fuels, sprinklers, start;............
- rations, garnishing, hatches, cleaning, fire
extinguisher, signaling equipment.....................
Inflatable rafts:...........................................
- quantity, capacity, location, height in relation to
the sea;..............................................
- validity of the last inspection, means of access to
the sea;..............................................
- conditions of the cocoon..............................
Jackets:....................................................
- quantity (sufficiency), location, protection, and
maintenance...........................................
Life-buoys:.................................................
- quantity (sufficiency), location, heaving-lines,
lanterns, smudge pots.................................
Escape routes:..............................................
- vertical and horizontal signaling (indicative plates);
- clearing, lighting(emergency).........................
WATER SUPPLY SYSTEM FOR FIRE FIGHTING.......................
95
Fire ring:..................................................
- water system for the platform;........................
- sprinkler system;.....................................
- painting, corrosion, signaling, visual conditions;....
- valves, hydrants, guns................................
Fire pumps:.................................................
- operation;............................................
- motor, fuel, start, panel, tests......................
FIRE FIGHTING FIXED SYSTEMS.................................
- Foam system: chambers, tanks, guns, hydrants and
carrier liquid;.......................................
- Cylinders; conditions, reloading, retesting (CO2 or
HALON, if any);.......................................
- Lines and diffusers: general conditions;.............
- Automatic: feedings, panels, batteries, detectors,
tests;................................................
- Manual: commands, interconnections, tests;...........
- Alarms: interconnections.............................
FIRE EXTINGUISHERS
- water, carbon dioxide, chemical powder (portable and
carts);...............................................
- distribution, location, general conditions;...........
- revision, recharge, retest, control, meters,
replacement...........................................
FIRE POSTS..................................................
- hose, keys, sprinkler;................................
96
- fiber boxes, general conditions, post identification;.
- visual signaling: sufficiency and general conditions.
EMERGENCY EQUIPMENT.........................................
- autonomous breathing apparatus, reserve bottles,
breathable air fixed system, fire proximity clothing,
lantern, ax, safety belts;............................
- distribution, location, general conditions,
inventory, maintenance and replacement................
COMMUNICATIONS AND ALARMS...................................
- telephone (internal, external): Operating capacity;..
- radiophony: VHF. Operating capacity;................
- portable transceptors: quantity; distribution,
intrinsic safety;.....................................
- intercom: quantity, distribution, and horns
audibility, interconnection with the platform, coding
of sound alarm tones, amplifiers;.....................
- visual signaling: sufficiency, general conditions;...
- fire alarm, glass breaking type: batteries, bells,
tests.................................................
EMERGENCY LIGHTING..........................................
- charger, batteries and lanterns.......................
HELIPOINT...................................................
- protection: guns, fire extinguishers, salvage
equipment;............................................
- painting, protection screen, net, landing lights,
safety warnings;......................................
- guest welcoming practices.............................
LOAD LIFTING................................................
97
- winches: general conditions, operation, signaling,
maintenance;..........................................
- manual and electric tackles: general conditions,
operation, signaling, maintenance;....................
- material movement and storage areas...................
TRAINING....................................................
- abandonment, fire fighting, first aid and brigade.....
MANUALS AND PLANS...........................................
- emergency; safety;....................................
- disclosure, knowledge;................................
- tasks schedules for emergency and abandonment
situations, including in Portuguese...................
ORDER AND CLEANLINESS.......................................
- installation's general aspect;........................
- particularly alarming places..........................
SMOKE, HEAT AND GAS DETECTION SYSTEM........................
- test of hydrocarbons detection sensors................
BALLAST AND SEWER SYSTEM....................................
- functional test.......................................
41) ANCHORING SYSTEM............................................
42) DYNAMIC POSITIONING SYSTEM..................................
43) PROPULSION SYSTEM...........................................
B) LOCATION MOVING TEST..............................................
98
To be defined between the CONTRACTOR and PETROBRAS................
C) BEGINNING OF CONTRACT YEAR TEST...................................
To be defined between the CONTRACTOR and PETROBRAS................
99
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....................
100
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....................................................
. - . - . - . - . - . - . - . - . - . - . - . - . - . - . - . - . - . - . - .
THESE BEING the precise terms and content of the aforementioned document, I
hereby set my Hand and Seal on this Translation, performed on September 18,
1997, in this City of Rio de Janeiro, Federative Republic of Brazil.
/s/ MARCIA BARBOSA SERRA
_____________________________
Marcia Barbosa Serra
Sworn Public Translator