MARINE 2D SEISMIC DATA ACQUISITION SERVICES AGREEMENT
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
MARINE 2D
SEISMIC DATA ACQUISITION SERVICES AGREEMENT
This
agreement is entered into as of the 29th of September
2009 (hereinafter referred to as "the Effective Date").
BETWEEN
Hyperdynamics Corporation
a Company
incorporated and organized under the laws of Delaware with home office
at
One Xxxxx
Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxx
Xxxx, Xxxxx 00000
hereinafter
referred to as “the Company”
ON
THE ONE HAND,
AND Bergen
Oilfield Services AS
a Company
incorporated and organised under the laws of Norway with registered office
at
Xxxxxxxxxxxxxx
0X
X-0000 Xxxxxx
Xxxxxx
hereinafter
referred to as “the Contractor”
ON
THE OTHER HAND,
1
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
NOW THEREFORE, in
consideration of the mutual covenants herein, the parties (hereinafter referred
to as “the Parties”) have entered into this agreement (hereinafter referred to
as “the Agreement”) on the following terms and
conditions:
SECTION
1
FORM
OF AGREEMENT
I
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INTERPRETATION
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1.1
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This
Agreement consists of three main "Sections" as detailed below. Each
Section consists of several
"Clauses".
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1.2
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In
this Agreement, unless the context requires otherwise, the following words
or expressions shall have the following
meanings:
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a)
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"Agreement"
means:
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Section 1
- Form of Agreement;
Section 2
- Scope of Services and Commercial Terms (including all
Appendices);
Section 3
- General Conditions;
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b)
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"Services"
means the marine seismic data acquisition and related services described
in Section 2;
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c)
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“Survey”
means the seismic survey conducted as part of the
Services.
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1.3
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Where
the context so admits, words importing the singular shall include the
plural and vice versa, and words importing persons shall include firms and
corporations and vice versa.
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1.4
|
Clause
headings are for ease of reference only and have no effect on the
interpretation or construction of this
Agreement.
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1.5
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In
the event of any conflict and/or discrepancies between the Sections which
form this Agreement, the Sections shall take precedence in the reverse
order of the list defined in Clause 1.2a) above. Thus, the
terms and conditions of Section 3 “General Conditions” shall take
precedence over Section 2 “Scope of Services and Commercial Terms”, which
shall in turn take precedence over Section 1 “Form of
Agreement”. In the event of any conflict and/or discrepancies
between a Section and its related Appendices, the text of the Section
shall prevail.
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1.6
|
Unless
the context otherwise requires, other terms defined elsewhere in this
Agreement shall have the same meaning throughout the
Agreement.
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2
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
II
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PERFORMANCE
|
|
Contractor
agrees to provide, execute and complete the Services for the sole and
exclusive benefit of Company in accordance with the terms and conditions
set out in this Agreement and Company agrees to pay all amounts due
hereunder for the Services in accordance with the terms and conditions set
out in this Agreement.
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IN
WITNESS WHEREOF this Agreement has been duly executed by both Parties on the
date first hereinabove written:
Signed
for and on behalf of Company:
Name:
Xxx
Xxxxxxx
Title:
Chief Executive Officer
Signed
for and on behalf of Contractor:
Name:
Karstein
Rød
Title:
Chief Executive Officer
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Bergen
Oilfield Services AS
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3
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
SECTION
2
SCOPE
OF SERVICES AND COMMERCIAL TERMS
I
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GENERAL
DESCRIPTION OF SERVICES
|
|
The
Services shall be provided in accordance with the techniques set out in
Appendices C
(Scope of Work), as rapidly as
conditions permit and shall be performed in a professionally competent and
workmanlike manner.
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II
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EQUIPMENT
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2.1
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Contractor
shall make available and use in the conduct of the Survey the equipment
and the vessel BOS ARCTIC as specified in Appendix
B. (Technical Specification) The Contractor
shall make the vessel BOS ARCTIC available for inspection by the Company
within a mutually agreeable time frame prior to mobilization. 2.2 The
Equipment shall be capable of providing data in accordance with the
specifications contained in Appendix
E. (Operating
Standards)
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2.3
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To
verify that the Equipment can produce data in accordance with the agreed
to specifications, Contractor shall conduct the start up and periodic
tests described in Appendix E and following
Company’s written request shall deliver the results thereof to Company.
Company's Representative may attend such tests if Company so
requires.
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2.4
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Contractor
shall provide all normal spare parts for the efficient running and
maintenance of the Equipment and shall at all times during the Survey
replace at its own expense any defective or faulty
parts.
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2.5
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Contractor
shall use reasonable endeavours to provide any additional items of
equipment requested by Company at a price to be agreed between the
Parties.
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III
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PERSONNEL
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Contractor
shall provide the personnel (“the Personnel”) as specified in Appendix B.
IV
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SURVEY
AREA
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4.1
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The
Survey shall take place in the area set out in Appendix A (Location and
Survey Map) by reference to country, area, license block and/or other
description (the "Survey Area") and shall be conducted along the seismic
lines and/or over the total number of kilometres specified in Appendix A. Company
shall furnish Contractor with adequate and customary charts and maps of
suitable scale and detail for the Survey Area. If the seismic lines are
not specified on such charts and maps, then this shall be as subsequently
agreed between Contractor and Company. If the order in which
the seismic lines are to be surveyed is not specified then this shall be
under the control of Contractor, who shall decide, and may subsequently
amend such order.
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4
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
4.2
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Contractor
shall be entitled to rely on the above referenced maps and charts and
shall bear no responsibility to Company for Services rendered based on
faulty or erroneous maps and charts and any claim or damages resulting
there from shall be for Company's sole
account.
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V
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COMMENCEMENT
AND TERMINATION
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Contractor
shall use its best endeavours to arrive with the Equipment and Personnel
in the Survey Area on or before the date set out in Appendix F (Commencement
Date) and shall carry out the Survey as rapidly thereafter as conditions
shall permit.
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VI
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CONTRACT
RATE
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Company
shall pay Contractor in accordance with the rates, charges and fees, and
on the terms set out in Appendix D (Rates,
Charges and Fees). Additionally, in the event of early termination for
reasons other than Contractor's default, Company shall pay Contractor in
accordance with Clause 22.1 of Section 3. The Parties
agree that the Services provided by Contractor cannot be cancelled or
terminated earlier without first reaching an agreement on an early
termination fee to be paid to
Contractor
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VII
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CONTRACTOR
DOWNTIME
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Contractor
shall not start or continue the Survey when the Equipment fails to meet
the Operating Standards set out in Appendix
E.
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VIII
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RESULTS
OF SURVEY
|
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Contractor
shall deliver the field tapes containing the data collected during the
Survey together with such information and reports specified by Company, at
times to be agreed with Company, to such person, carrier or place and in a
manner as Company may require, all as set out in Appendix
C.
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IX
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NAVIGATION
SERVICES
|
Navigation services for GPS and DPGS
signals, including provision of navigation chain, onshore and onboard Equipment
and Personnel required to be provided under this Agreement may be freely
sub-contracted by Contractor without requiring further authorisation from
Company.
X
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SAFE
WORKING PRACTISE
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Contractor
shall be responsible for safety related to the performance of the Work and
Services and shall protect the Work, workers, public and all other persons or
property. The standards for Safe Working Practise
are set out in Xxxxxxxx
X.
0
XXX XXX
Xxxxxxxx Sept 29, 2009 2D Seismic Service Agreement
XI
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ADDITIONAL
SERVICES
|
|
Following
Company’s written request and a subsequent agreement between the Parties,
Contractor may to the best of its ability (but without liability for
failure to do so) supply other personnel, equipment, supplies and services
in the performance of the Survey, such as but not limited
to:
|
|
a)
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Fisheries
Inspectors or other governmental agents necessary to meet the requirements
of the local law, including vessel transport and other expenses for
them.
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6
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
SECTION
3
GENERAL
CONDITIONS
I
|
INDEPENDENT
CONTRACTOR
|
|
The
general scope and practice of the Services shall be under the direction of
Company, but the actual conduct and the manner of performance of the
Services shall be under the direction, supervision and control of
Contractor. Contractor is an independent contractor, and is not an agent
of Company, and persons engaged by Contractor in the Services and all
matters incidental thereto shall be employees or independent
subcontractors of Contractor and not of Company. No employee of Company
shall be deemed to be an employee of Contractor, and neither Company nor
Contractor shall have control over the employees of the
other.
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II
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REPRESENTATIVES
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2.1
|
Company
and Contractor shall each appoint and maintain a competent representative
to act on its behalf. The representative shall be authorised to
act on behalf of Company and Contractor respectively in all matters
concerning the Services and administration of this Agreement.
Representatives shall be available for consultation at all reasonable
times, and all oral/or written communication shall be between these
representatives. Should a Party's representative prejudice the proper and
efficient performance of the Services, the other Party may request his
removal and upon good cause shown, the representative shall be removed and
replaced as soon as is reasonably practicable. Contractor reserves the
right not to allow employees of its competitors or its former employees or
former employees of its affiliates to act as Company
Representatives.
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2.2
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Company
may designate one on-board representative (“the On-Board Representative”)
to act on its behalf and to supervise and where necessary give directions
about the Survey. Such representative should be entitled to
exercise Company's rights arising from this Agreement. All
costs and expenses of and incurred by such representative shall be met by
Company, save that Contractor shall provide accommodation and food for
such representative.
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III
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INGRESS/EGRESS
AND PERMITS/LICENSES
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3.1
|
For
Services rendered off Contractor’s premises, Company shall secure for
Contractor rights of ingress and egress to the area where Services are to
be performed by Contractor. Company shall advise Contractor of any
limitations or restrictions affecting ingress and egress, and Contractor
shall abide by such limitations or restrictions. Should Contractor be
denied free access to such area for any reason not within the control of
Contractor, Contractor shall not be liable to Company for any liability,
loss, cost or expense resulting therefrom. During such period
Contractor shall be paid in accordance with the rates, charges and fees
set out in Appendix
D.
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7
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
3.2
|
Contractor
shall be responsible for obtaining all licenses and approvals required by
applicable law from any authority to enable Contractor to perform the
Services. This does not include permits to be provided by
Company pursuant to 3.3 below.
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3.3
|
Company
shall be responsible for obtaining all licenses, permits and approvals,
required in the name of Company, from any authority or company to enable
the Services to be performed. For the avoidance of doubt this shall
include any license being in the nature of a mineral exploration or
prospecting license. Contractor acknowledges Company’s exclusive contract
with the Republic of Guinea and Company represents to Contractor such
exclusive rights and Company has shown Contractor its rights
are granted through its 2006 Hydrocarbon Production Sharing Contract, and
as such, Company is the lessee and owner of the concession
offshore Guinea and thus Company may notify the Guinea
government of any of all of its petroleum operations and any and all of
its chosen sub-contractors, and therefore Company’s arrangement
with the government is to merely notify the government of its
sub-contractors and ongoing work, and as such Company will be providing
Contractor with permits it writes in accordance with its exclusive
contract with the Republic of Guinea for performing all work specified in
Work Orders associated with this agreement, and such permits, may or may
not come with timely independent acknowledgement from the
Republic of Guinea and the parties agree that any such lack of
acknowledgment will not be cause to delay any Services under this
agreement. In the Company’s experience the Government usually responds in
writing upon acknowledgement requests but not always, thus the 2006
Production Sharing Contract is the basis for it or any of its
Sub-Contractors to enter the contract area to perform petroleum operations
under the 2006 Production Sharing Contract which is in full compliance
with the 1986 Petroleum code of the Republic of
Guinea.
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3.4
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Subject
to the provisions of Clause 13, Company shall indemnify the Contractor
against any liability whatsoever arising from its failure to obtain and
maintain, or any breach of, any license, permit or approval which it is
responsible for obtaining under 3.2 and 3.3
above.
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IV
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WARRANTIES
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4.1
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Contractor
warrants that the Services will be performed in accordance with good
geophysical practices and with all the requirements of this Agreement and
will at the time of performance comply with the technical and other
specifications contained in this Agreement. Any interpretation
of seismic data, interpretation of test and any recommendation or
reservoir description is expressly excluded from the scope of the
Services. All other
warranties, express or implied, or whether relating to merchantability,
fitness for a particular purpose, or otherwise, are hereby excluded and
disclaimed.
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4.2
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Contractor
does not warrant the accuracy of seismic data transmitted by electronic
processes and will not be responsible for any liability resulting from
breach of the integrity of the data, including any accidental or
international interception of such data by
others.
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8
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
4.3
|
As
long as the data is delivered periodically and can be verified by Company
every week or two weeks during the data acquisition, the Parties
acknowledge that defective, damaged or incorrect data delivered to Company
will become apparent during the course of the
Services. Contractor shall not be liable for any claims
submitted in respect of such data after demobilisation as long as Company
has received all the source data field records and verified and backed up
the source data.
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V
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SEISMIC
DATA
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5.1
|
Until
all raw data field records and tapes in SegD format and P190 navigation
files, and all other raw field records are delivered to the
Company and verified by the Company , Contractor remains responsible for
the integrity protection and security of all seismic data. No data shall
be erased from Contractor’s acquisition and storage media onboard the
acquisition vessel until field tapes have been received and verified by
Company, and the Company notifies Contractor.. If in the
provision of the Services, Contractor loses, damages or destroys Company's
seismic data tapes (which are in Contractor's custody and control),
Contractor shall bear the risk of and shall defend, indemnify and hold
Company harmless against the loss, damage or destruction of such tapes.
Company's remedy and Contractor's liability under this Clause 5.1 shall be
limited to one of the following at Contractor’s
option:
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a)
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refund
to Company of that portion of the seismic data acquisition costs
originally incurred, that is directly related to and required as a result
of the loss, damage or destruction of the tapes;
or
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b)
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re-acquisition
by Contractor of the seismic data lost, damaged or destroyed, at a time to
be determined by Contractor, but within 12 months from the date of such
loss, damage or destruction.
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However,
if the damage is such that it may be reasonably corrected through the
provision of tape copies or further re-processing services, that shall be
the sole remedy available to Company. Notwithstanding the above, if a
reputable or agreed common carrier is used to transport the seismic data
tapes, then Company shall bear the risk of loss, damage or destruction of
the tapes during such transport and Contractor shall bear no liability
therefore. However, until data is obtained from Contractor and
verified, Contractor is not deemed to have delivered the data. In all
cases damaged tapes that are replaced by Contractor shall become the
property of Company.
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5.2
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Unless
specifically and separately contracted and paid for, Contractor assumes no
liability for and shall not be responsible for any gratuitous bailment or
storage of any seismic data, whether on tape, disk, in physical sections,
in computer memory or in any other form whatsoever, Contractor shall not
be liable for any damage, destruction, loss or theft of any such seismic
data or portions thereof and Company agrees to defend, indemnify and hold
Contractor harmless from any and all claims brought by third parties in
relation to such seismic data.
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9
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
5.3
|
Contractor
shall not be required (save as otherwise expressly agreed in writing) to
store, hold or save any drawings, seismic data, tapes, reports, records or
other information in any media about or arising from the Services after
completion of the Services.
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VI
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TITLE
|
|
All
drawings, reports, records, seismic data, tapes and other documents or
information furnished by Contractor in the course of, or as a result of,
performing the Services may be used by Company for any lawful purpose and
shall be and become the property of Company as soon as they are created,
subject only to Contractor’s receipt of the full payment for the Services
rendered.
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VII
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CONFIDENTIALITY
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7.1
|
All
information in any media supplied by Company and all material to which
Company becomes entitled under Clause 6 shall be and remain the property
of Company and shall be returned by Contractor to Company immediately upon
completion or termination of the Services, upon request in writing.
Contractor shall not permit any person other than a duly authorised
representative of Company to borrow or to have access to such information
and material or any part thereof, and shall keep the same strictly
confidential and shall neither divulge any such information to any third
party nor permit any of its officers, employees, or agents to do so
without prior written consent of Company. Excepted from this undertaking
is any information or media already in the public domain or which is
required to be disclosed by law or legal
process.
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7.2
|
Company
shall treat in the strictest confidence all specifications, know-how,
technical and other information about the techniques, services and
equipment used or provided by Contractor under this Agreement and
otherwise concerning Contractor or its operation and shall not disclose
nor allow to be disclosed the same to any third party without the prior
written consent of Contractor. Company warrants that its personnel are
aware of and shall comply with the provisions of this sub-clause
7.2. Excepted from this undertaking is any information or media
already in the public domain or which is required to be disclosed by law
or legal process.
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VIII
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TAXES
|
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Company
to pay, and/or indemnify the Contractor for, all local, State, National
taxes and/or dues assessed on the vessel BOS Angler or the Contractor
by the Republic of Guinea resulting from the Company's orders herein,
whether assessed during or after the currency of this Agreement including
but not limited to any income taxes, remittance taxes, withholding taxes,
contractor's taxes, gross receipt taxes, social security taxes, social
insurance charges, value added taxes, property taxes, excise taxes and
stamp duties. Any such assessments by the Republic of Guinea will be
immediately forwarded to Company to
handle.
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10
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
IX
|
INVOICE
AND PAYMENT FOR THE SERVICES
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9.1
|
In
Section 2 of this Agreement, the Parties have agreed the scope of the
Services to be provided and the compensation for such Services. Should
Company require additional or different Services or in any way change or
modify the scope, parameters or content of the Services from that
previously agreed (the "Additional Services"), Contractor shall be
entitled to additional compensation. The amount of such additional
compensation shall be determined by the Parties with due regard to the
rates of compensation due for the Services previously agreed. However,
Contractor shall not be required to commence the Additional Services until
the Parties have mutually agreed to the compensation due for the
Additional Services.
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9.2
|
Contractor
shall present invoices in accordance with the payment schedule agreed
between the Parties, or if none is specified, and at Contractor’s option,
such invoices may be presented on the 3rd day and 18th
day of
each month or at the end of each completed stage during the progress of
the Services. Invoices shall quote Company’s contract reference number (if
any), and shall be calculated in accordance with the sums, rates, charges
and other provisions of this Agreement and shall be for the amount due for
the Services performed to date less the amount of any previous
invoice.
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9.3
|
Company
shall pay by bank wire transfer direct to Contractor’s bank account or as
otherwise directed, or as otherwise agreed herein (such as payment options
provided for in section 10 below regarding the sale of Deposit Shares and
Cash Proceeds which may be available in Deposit Account for Company to
treat as Applied Cash Proceeds) within fifteen (15) days of receipt of
invoice all undisputed amounts due under that
invoice.
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9.4
|
Company
agrees that should any portion of an invoice be disputed, Company shall
promptly pay the non-disputed
portion.
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9.5
|
Within
fifteen (15) days of receipt of an invoice, Company shall promptly notify
Contractor in writing of the reasons for disputing all or part of that
invoice and Contractor shall promptly produce such evidence as it may have
in support of the disputed amount. Having due regard to all the facts, the
Parties shall seek to reach agreement as to how much, if any, of such
disputed amount should be paid. Failing agreement, the matter may be
referred to arbitration in accordance with Clause 24. If no
notice is given by the 15th
day following receipt of an invoice, it shall be presumed that Company has
no dispute therewith.
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9.6
|
Contractor
may at its absolute discretion charge interest, which Company shall
promptly pay, on all amounts not paid strictly in accordance with the
payment terms of this Clause 9 or as otherwise agreed herein.
Interest shall accrue at 1% per
month.
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9.7
|
The
provisions of Section 10 (X) below may be applied for making payments on
all amounts due herein. The Common Stock shares will be issued to BOS and
be deposited in Deposit Account as described
below.
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11
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
X
|
COMMON
STOCK ISSUED TO CONTRACTOR FOR DEPOSIT AND TO FACILITATE ADDITIONAL
PAYMENT OPTIONS
|
Regarding
the Contractor’s ownership of the common stock of Company’s parent Company,
Hyperdynamics Corporation, as prescribed hereunder, the Contractor shall not of
its own volition cause itself or its affiliates (as the term “affiliates” is
defined in U.S. law) to beneficially own, in the aggregate, more than 4.99% of
the outstanding common stock of Hyperdynamics Corporation until six months after
this Agreement has been fully performed by the Contractor. The Contractor
understands that Hyperdynamics Corporation is a public company. The
Contractor is aware that the work of the Contractor may expose the Contractor to
inside information about Hyperdynamics Corporation and its
affiliates. The Contractor understands that buying or selling
securities while having knowledge of inside information is
unlawful. The Contractor understands that tipping others about inside
information is unlawful.
The
Contractor and Company agree to the following deposit in the form of common
stock and related administration and payment options:
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10.1
|
A deposit for this Agreement of 2,500,000 shares of common stock ,
currently representing approximately 4.4% of the outstanding shares of
Hyperdynamics Corporation’s unregistered restricted common stock, listed
with the American Stock Exchange (AMEX Symbol: HDY - herein referred to as
“Deposit Shares” or “Deposit Stock”) with an agreed value of $4,075,000
shall be made by the Company’s parent company Hyperdynamics
Corporation. SCS Corporation is a wholly owned subsidiary of
Hyperdynamics Corporation. For the purposes of the rest of this
article of the Agreement, Company means collectively both Hyperdynamics
Corporation and SCS Corporation. This deposit shall act as
collateral for the remaining mobilization payment of $1,100,000 due within
8 weeks of the initial payment of $500,000. If the Company does
not timely pay this remaining mobilization fee, the Contractor may begin
to sell the Deposit Shares to satisfy the remaining mobilization
fee.
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10.2
|
To issue the Deposit Shares, restricted common stock certificates
with restrictive legend will be issued to and in the name of Bergen Oil
Field Services AS (Contractor) within 30 days of signing of contract and
after the stock has been listed on the American Stock Exchange (AMEX)
with a Listing of Additional Shares (LAS) application
being approved by the AMEX. These Deposit Shares will be delivered
to Contractor and at their specific direction for international delivery
service such as DHL or Federal
Express.
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10.3
|
Upon the six month anniversary of issuance of the Deposit Stock,
should it remain issued and outstanding, the Deposit Stock will be
deposited into an electronic stock trading account (the “Deposit Account”)
with X.X. Xxxxxx or other mutually agreed registered FINRA broker dealer,
registered and licensed in the United States. The broker dealer receiving
the shares for deposit will be referred to herein as the “Deposit
Manager”. Once the Deposit Account is established and the Deposit Shares
deposited, the Deposit Manager will be immediately instructed by
Contractor to begin selling the Deposit Shares in accordance with SEC
regulations for 144 restricted stock sales and such Deposit Manager will
be instructed by Contractor to sell only a specified maximum number of
shares on any one trading day calculated as
follows:
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12
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
|
Total
average trading volume per day for the prior 90 days as calculated and
reported by Yahoo Financial’s website, multiplied by 5%. Thus,
as an example: On any particular trading day, presuming the reported
average daily trading volume for the last 90 days as reported by Yahoo
Financial is 300,000 shares, then the maximum shares eligible to be sold
on that particular trading day is (300,000 x 5%) 15,000
shares.
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10.4
|
The Deposit Manager will be obligated, by the specific instruction
of the Contractor, to send daily trading records, sales details, and
balances of the Deposit Stock and any cash balances from the proceeds of
the sale of Deposit Shares to Company, at the close of each business day
via email to Hyperdynamics Corporation as
follows: xxxxxx@xxxxxxxxxxxxx.xxx. The Contractor
may optionally arrange for a view and report only login ability for the
Company to view all the activity in the Deposit
Account.
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10.5
|
The Contractor may at any time move cash sales proceeds realized
from the sale of Deposit Shares (herein referred to as the “Cash Proceeds”
or “proceeds”) into any other account of Contractor, but immediately upon
doing so, Contractor must notify Company with a memo via email that
specifies which outstanding invoices that Contractor is applying such Cash
Proceeds to. Such application of proceeds must be made to the oldest
outstanding invoice(s) first. No Cash Proceeds shall be moved by
Contractor from Deposit Account unless there are legitimate outstanding
invoice(s) to apply such proceeds
to.
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10.6
|
On the due date of any outstanding invoice(s) due to Contractor by
Company under this Agreement, Company may elect to do the following to pay
for such legitimate and undisputed outstanding
invoice(s):
|
|
a.
|
Pay
outstanding invoice(s) in their entirety in cash by wire
transfer; or
|
|
b.
|
Pay
any portion of the outstanding invoice(s) with Cash Proceeds available in
the Contractor’s Deposit Account that have already cleared with the Cash
Proceeds deposited after the prior sale of Deposit Stock. This form
of payment will be referred to herein as an “Applied Cash Proceeds”
payment. In such case the Company will email a memo to the
Contractor of how much of the cash in the Deposit Account is to be applied
to which invoice(s) that become due. Such amount designated will be
considered the “Applied Cash Proceeds” to pay all or parts of such
outstanding and due invoice(s). It will be the sole responsibility
of the Contractor to move such Applied Cash Proceeds out of the Deposit
Account to its other cash accounts. Any remaining balance of cash required
to pay off the invoice(s) that are due must be paid by Company by cash
wire transfer as provided for herein within the agreed upon
terms.
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13
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
|
10.7
|
Once the Deposit Manager begins selling the Deposit Shares, the
Company at any time prior to all of the Deposit Shares being sold, notice
the Contractor by email and redeem any Deposit Shares remaining unsold in
the Deposit Account, for a price of $6 per share, by wiring the
appropriate amount to the Deposit Account. In such case the shares
will be transferred to the Company immediately by electronic transfer
(DTC) and no more Deposit Shares may be
sold.
|
|
10.8
|
Also after the Deposit Manager has begun selling the shares, and at any
time there are no more invoice balances outstanding that were generated
from the 3-D survey and processing work associated with this Agreement,
then no more Deposit Shares will be sold by Contractor and Contractor will
instruct Deposit Manager not to sell any more Deposit Shares. At
such time as the parties agree that all obligations under the Agreement
have been fulfilled, then any remaining unapplied Sales Proceeds and
Deposit Shares, at the option of the Company, will be refunded directly to
the Company and the Deposit Account
closed.
|
|
However,
if the Company agrees and approves, upon request of Contractor to Company,
then any remaining unapplied Sales Proceeds may be applied as Company’s
credit towards future work with the Contractor. Also upon the
Company’s agreement and approval, any remaining Deposit Shares may be sold
by Contractor, or at Contractors risk held by Contractor. In this
case, if the stock is sold, the net Sales Proceeds amount from the sale of
the remaining Deposit Stock shall be credited by Contractor to Company’s
account to be available to pay for future
services.
|
|
Should
the Contractor decide (the “Decision”) not to sell the Deposit Stock, then
Company shall receive a credit against future work based on the number of
Deposit Shares remaining times the closing last sales price reported by
the AMEX on the date of the Decision. In this case, as approved
by the Company, the remaining Deposit Shares would remain as an asset
owned by Contractor with no further encumbrances and the risk of loss in
the future on such remaining Deposit Shares shall be born entirely by
Contractor.
|
EXAMPLE:
On the
date of the Decision when there are no more unpaid Company
obligations to Contractor under this Agreement, and if there was 500,000 Deposit
Shares remaining on January 31, 2009 in the Deposit Account together with
$100,000 and Contractor and Company agreed that 100% of the obligations had been
met by the Company, and the Company agreed to take a credit opposed to a refund,
and the last trade price of Hyperdynamics stock was $7 per share; then the
Company would receive a credit for ($100,000 + ($7x500,000) $3,600,000 to be
applied against future invoices for future work. If the Contractor decided
to not sell the stock remaining, still under the required selling limitation,
then upon notice of Contractors intent to keep the Deposit Stock, a credit of
$3,600,000 would be issued by Contractor to Company for future work and if the
stock was sold for $20 in the future, Contractor would receive $10,000,000
(500,000 x $20) and all proceeds would belong to Contractor. If the same
stock sold for $5 then Company would still have a credit on the books for
$3,500,000 for stock that Contractor sold for $2,500,000.
14
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
XI
|
RECORDS
AND AUDIT
|
11.1
|
Contractor
shall keep and preserve accurate accounts and records in accordance with
generally accepted accounting principles and practices, showing all
quantities consumed and costs and charges incurred pertaining to the
Services.
|
11.2
|
For
the purpose of reviewing and verifying the costs of cost reimbursable
items and the quantities of both these and of items or expenses
reimbursable on a cost or “cost-plus” basis, or as called for under this
Agreement, Company or its authorised representatives shall have access, at
all reasonable and mutually agreed to times, to all the accounts and
records of Contractor pertaining to the Services
only.
|
11.3
|
If
as a result of any review or audit the invoices submitted in accordance
with Clause 9 are found to be in error, such errors shall be adjusted in
the next invoice issued, or by issuance of an additional invoice or credit
note.
|
11.4
|
The
provisions of this Clause 11 shall be valid only one (1) year after the
invoice including said reimbursable items has been
issued.
|
11.5
|
Nothing
herein shall entitle company or its authorised representatives to access
to any of Contractor’s privileged, confidential, trade-secret or
"other-client" information or
documents.
|
XII
|
CONTRACTOR’S
PERSONNEL
|
12.1
|
Contractor
shall provide all personnel necessary to carry out the Services
("Contractor’s Personnel"). Contractor shall be responsible for the
payment of wages, salaries and all other remuneration or benefits due to
Contractor’s Personnel, for safety measures, for payment of compensation
in respect of accident or injury or occupational disease, and for payment
of any and all contributions to the tax or other Governmental authorities
in respect of Contractor’s Personnel, and shall defend, hold harmless and
reimburse Company for any expense which Company may incur as a
result of Contractor’s failure to comply with such
responsibility.
|
12.2
|
Contractor’s
Personnel shall be skilled and experienced in their several trades and
callings. Company may upon showing good cause request in writing the
removal of any of Contractor’s Personnel who are prejudicing the proper
performance of the Services. Contractor shall promptly at its own cost
replace such personnel.
|
12.3
|
Contractor
shall ensure that its personnel comply with any applicable immigration law
and hold work permits when required, details of which shall be submitted
to Company upon request.
|
12.4
|
If
the Services involve close liaison and cooperation between Company
personnel and any of Contractor’s Personnel, Contractor shall not
voluntarily reassign such personnel from the Services without reasonable
notice to Company, and in any event only upon providing a satisfactory
replacement.
|
15
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
12.5
|
If
Contractor is performing the Services in a location other than his own
place of business, Contractor and Contractor’s Personnel will comply fully
with all the procedures and regulations applicable to that location of
which it has been made aware.
|
XIII
|
SAFETY
|
13.1
|
Provided
Company gives Contractor an adequate opportunity, Contractor shall
familiarize itself completely with all locations at which the Services are
to be performed and the hazards which might be encountered in carrying out
the Services, as far as is reasonably
practicable.
|
13.2
|
Contractor
shall take all reasonable safety measures in relation to the type of work
undertaken and shall conduct its operations in such a way as to comply at
all times with its obligations and duties under all legislation,
regulations and enactments relating to health and safety matters
applicable to the locations at which the Services are
performed.
|
13.3
|
Company
shall give Contractor adequate notice of any Company safety rules and
applicable to the Services (including any relating to illicit drugs,
alcohol and firearms) and shall also, if required by Company, appoint a
Safety Officer who shall be responsible for all safety matters relating to
Contractor’s Personnel.
|
13.4
|
Contractor
shall cooperate fully with, and shall comply with any lawful directions
from, the police, Company, safety officials and fire authorities should
any of them consider there to be a safety hazard and request Contractor to
alter its mode of operations.
|
XIV
|
LIABILITY
AND INDEMNITY
|
Notwithstanding
anything to the contrary contained herein or in any other agreement between the
Parties, the following shall apply :
14.1
|
Except
as set forth in Clause 4.3 of Section 2 above, each Party (as indemnitor)
shall defend, indemnify and hold harmless the other Party (as indemnitee)
from and against any and all liability, causes of action, actions, claims,
demands, suits, damages, losses, costs and expenses (including reasonable
attorneys fees) for property damage or loss and/or personal injury,
illness or death incurred by the indemnifying Party, its affiliated
companies, co-venturers, partners, other contractors, sub-contractors,
agents, representatives and all their respective employees,
officers and directors.
|
14.2
|
All
claims of third parties shall be determined at
law.
|
14.3
|
Neither
Company nor Contractor shall be liable to the other for loss of
production, loss of profits, loss of business, loss or damage to a well,
formation or reservoir, damage or injury resulting from pollution
originating in a well, formation or reservoir, inaccuracy of any data or
incorrect interpretation or recommendation, or any other indirect or
consequential damages, including, inter-alia, special and punitive
damages.
|
16
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
14.4
|
Notwithstanding
anything to the contrary contained herein, in no event shall Contractor be
liable for any subsea or submerged equipment of any type located within
the Survey Area and belonging to the Company Group, their contractors or
any third party and Company shall defend, indemnify and hold Contractor
Group harmless from and against any and all claims relating to the loss of
or damage to any such equipment, whether or not resulting from any act or
omission, breach of duty, statutory or otherwise, or the negligence in any
form of Contractor Group.
|
14.5
|
Unless
stated otherwise above, the exclusions of liability and indemnities
contained in this Clause 13, shall apply to any such injury, illness,
death, loss or damage, without regard to the cause(s) thereof including,
without limitation, unseaworthiness, strict liability, negligence, gross
negligence or wilful misconduct, ultra-hazardous activity, breach of
express or implied warranty, breach of duty, imperfection of material,
defect of failure of equipment, defect or "ruin" or other condition of
premises, or the sole, joint or concurrent negligence or other fault of
the indemnified Party or its owners, directors, officers, employees,
agents and/or representatives.
|
14.6
|
For
the purposes of this Clause 13 and with regard to when acting only as an
indemnitee, "Company", "Contractor" and "Party" shall include such Party’s
parent, subsidiary and affiliated companies (where affiliated means any
entity more than 50% owned or controlled, either directly or indirectly,
by said Party’s ultimate parent company), subcontractors, coventurers and
other contractors, and their respective owners, shareholders, directors,
officers and employees (where any person provided by a Party in connection
with the Services shall be deemed that Party’s
employee).
|
14.7
|
The
Parties agree that Contractor’s liability, if any, to the Company or HDY
under this Agreement shall not exceed the aggregate amount of payments
received by Contractor for its services under this Agreement and Company
shall indemnify and hold harmless Contractor for any amounts in excess
thereof.
|
XV
|
INSURANCE
|
15.1
|
Without
limiting the indemnity obligations or liabilities of Contractor at any and
all times during the terms of this Agreement, Contractor agrees to carry
insurance of the types and in minimum amounts (shown in US dollars) as
follows:
|
|
a)
|
Workmen’s
Compensation insurance in full compliance with applicable laws and
regulations of the area where the Services are
performed;
|
|
b)
|
Employer’s
Liability insurance, with minimum limits of $ 1,000,000.00 per occurrence,
covering injury or death to any employee which may be outside the scope of
the Xxxxxxx’x Compensation statue of the area where the Services are
performed.
|
|
c)
|
General
Third Party Liability Insurance, including but not limited to Contractual
Liability insurance, in full compliance with any applicable laws and
regulations of the area where the Services are performed, with minimum
limits of $ 1,000,000.00 for personal injury, death and property damage
per occurrence.
|
17
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
|
d)
|
(i)
|
Protection
and indemnity insurance to at least the declared value of the
vessel.
|
|
(ii)
|
Hull and machinery insurance covering the vessel and all inboard and over
the side equipment.
|
|
e)
|
Insurance
of tapes while at Contractor’s
risk.
|
|
f)
|
any
other cover required by law.
|
15.2
|
All
such insurance shall be carried by Contractor at Contractor’s expense with
an insurance company or companies satisfactory to Company and authorised
to do business in the area where the Services are to be performed. Said
insurance shall not be cancelled or changed materially without fourteen
(14) days prior written notice to Company. For liabilities assumed
hereunder by Contractor, Contractor’s insurance shall be endorsed to
provide that the insurer(s) waive all right(s) of subrogation against
Company except as to workers compensation paid. Company likewise shall
cause its insurer(s), if any, to waive all right(s) of subrogation against
Contractor for liabilities Company assumes hereunder. If requested by
Company, Contractor shall furnish evidence of insurance coverage as
required above.
|
15.3
|
Company
may request Contractor to amend the insurances listed above or the cover
specified therein. To the extent that this is possible, and to the extent
that Contractor is in agreement, such amendments will be made and
witnessed by a side letter agreement. Any increase in premiums resulting
from these amendments will be paid by Company upon presentation of
corresponding invoices.
|
XVI
|
COMPLIANCE
WITH LAWS, RULES AND REGULATIONS
|
|
Contractor
and Company respectively agree to comply with all laws, rules and
regulations, whether municipal, regional and/or national which are
applicable to the Services or operations covered by this Agreement or
rising out of the performance of such Services operations. If either Party
is required to pay any fine or penalty resulting from the other Party’s
failure to comply with such laws, rules or regulations, the Party failing
to comply shall immediately reimburse the other for any such payment
except as otherwise provided in Clause 13 of this
Agreement.
|
18
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
XVII
|
CONFLICTS
OF INTEREST
|
|
Contractor
represents to Company that no director, officer, employee or agent of
Contractor or of any subcontractor or vendor of Contractor, has given or
received or shall give or receive any commission, fee, rebate, gift,
entertainment or other payment or remuneration of significant cost or
value to or from Company, its directors, officers, employees or agents, in
connection with the Services to be performed by Contractor hereunder.
Likewise, Company represents to Contractor that no director, officer,
employee or agent of Company has given or received, or shall give or
receive any similar payments to or from Contractor, its directors,
officers, employees or agents, in connection with the Services to be
performed by Contractor hereunder. Both Parties hereto shall promptly
notify the other in the event of any violation of the above subclause by
an employee or representative of either Party and both Parties agree to
take all reasonable action necessary to address and correct the
violation.
|
XVIII
|
PATENT
AND INTELLECTUAL PROPERTY RIGHTS
|
18.1
|
Contractor
shall defend at its sole expense any and all legal proceedings brought
against Company claiming infringement of patent or copyright or other
intellectual property right based upon any method, material or equipment
(excluding any such method, material or equipment provided by Company to
Contractor) used or provided by Contractor in performance of the Services,
and Contractor shall indemnify and hold Company harmless from and against
any judgment by a court of competent jurisdiction for damages arising from
any such claim, provided that Company lends its full cooperation to
Contractor in the defence of such claim. Contractor shall have
the sole right to control the defence of such
claim.
|
18.2
|
Company represents
and warrants that any and all data, information, documents, material,
supplies and equipment provided by it to Contractor, or any method,
process or technique which Company requires Contractor to use, is the
rightful property of Company and Company has full right to supply such
items to Contractor. Company agrees to defend, indemnify and hold
Contractor, harmless from and against any damage, loss, cost and/or
expense (including attorneys fees) resulting from a breach of this
representation and warranty.
|
19
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
XIX
|
EXPORT
LICENSES
|
19.1
|
Contractor
shall be responsible for applying for all necessary export licenses (if
any) required to carry out the Services, and Company shall fully cooperate
with Contractor to supply all relevant information and details about
Company and its operations including provision of end-user certificates or
other documentation that may be required by the appropriate licensing
authority.
|
19.2
|
Contractor
shall use its reasonable endeavours to ensure that all relevant export
licenses are granted so as to meet the time schedule for performance of
the Services. However, Contractor shall not be liable for any failure or
delay in commencement or provision of the Services arising from failure to
obtain said licenses in a timely manner or at
all.
|
19.3
|
Equipment
and technology provided to Company by Contractor in performance of the
Services may be subject to United States or other countries export
licensing laws and controls, and may be licensed for ultimate destination
only in the country in which the Services are to be performed. Diversion
contrary to law is prohibited. Company shall not export or re-export such
equipment or technology without first obtaining Contractor’s written
permission and the necessary licenses or authorizations from the relevant
export control authorities.
|
XX
|
TAXES
AND DUTIES
|
20.1
|
Contractor
shall be solely responsible for, shall bear, shall pay and shall file
timely tax returns for all taxes and other charges levied or assessed by
any and all governmental agencies having jurisdiction, to the extent that
such taxes and other charges are imposed on, arise out of, or are related
to Contractor’s equipment or other property, the work, or its performance
under this Agreement. Such taxes and other charges shall include, by way
of illustration and not limitation, income taxes, remittance taxes,
withholding taxes, contractor’s taxes, gross receipts taxes, social
security taxes, social insurance charges, value added taxes, property
taxes, excise taxes, and stamp
duties.
|
20.2
|
Contractor
shall comply with all governmental requirements regarding reporting,
filing of returns, and maintenance of books and records; and Contractor
shall pay all costs of such
compliance.
|
XXI
|
LIENS
|
|
Contractor
agrees to pay all rightful claims for labour, materials, services and
supplies furnished by Contractor hereunder and agrees to allow no lien,
charge or charging order for same to be fixed upon any of Company’s real
or personal property. Likewise, Company agrees to pay all
rightful claims for labour, materials, services and supplies furnished by
Company hereunder and agrees to allow no lien, charge or charging for same
to be fixed upon any of Contractor’s real or personal property (including
vehicles or vessels).
|
20
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
XXII
|
TERMINATION
|
22.1
|
Operations
under this Agreement shall terminate upon completion of the Services which
Contractor has contracted to perform, or at the conclusion of the time
period agreed by the Parties, whichever occurs earlier. The Parties agree
that the Services provided by Contractor cannot be cancelled or terminated
by Company early without
first reaching an agreement on an early termination fee to be paid to
Contractor.
|
22.2
|
If
either Party is in default of its obligations hereunder to the extent that
performance of the Services is materially affected, the other Party shall
give written notice to the defaulting Party of such default requiring it
to be remedied within a reasonable period, bearing in mind the nature and
severity of the default, and in any event not being less than two (2)
weeks. If the default is not rectified within the specified period, then
said other Party may terminate this Agreement forthwith by
prior written notice.
|
22.3
|
If
either Party is put into liquidation or has a receiver or manager
appointed or makes an arrangement or composition with its creditors or a
debenture holder exercises powers of possession of property or management
or otherwise interferes with its business, then the other Party may
terminate this Agreement forthwith by prior written notice. This
sub-clause shall not apply to either Party's own internal
re-structuring.
|
22.4
|
Termination
shall be without prejudice to the rights of either Party arising before
such termination, including without limitation Contractor’s right to be
paid all amounts due to it up to
termination.
|
XXIII
|
SUBCONTRACTS
AND ASSIGNMENTS
|
23.1
|
Except
as expressly provided, Contractor may not assign, sub-contract any part of
the obligations or benefits of this Agreement except with the consent of
the Company. Both Parties shall have the right to assign this Agreement to
any of its parent or subsidiary companies or to the other affiliated
companies of its parent companies
|
23.2
|
If
Company assigns this Agreement, Company shall remain liable for any
obligations owed to Contractor under this Agreement in the event Company’s
assignee fails to honour such
obligations.
|
XXIV
|
FORCE
MAJEURE
|
24.1
|
"Force
Majeure" shall mean any act or event which is outside the reasonable
control of Company or Contractor including, without prejudice to the
foregoing generality, Act of God, epidemic, tidal wave, explosion,
lightning, earthquake, hurricane, war (whether declared or not), riots and
strikes and industrial action, civil and military disturbance, acts of
terrorism and acts of government or governmental authority or of a
representative thereof.
|
21
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
24.2
|
If
either Party is prevented from or delayed in performing its obligations
hereunder as a result of Force Majeure, such prevention or delay shall not
be considered a breach of the Agreement, but shall for the duration of
such event relieve the Parties of their respective obligations (except as
to payment) under the Agreement.
|
24.3
|
During
any Force Majeure, Contractor shall be compensated at the Stand-by rate.
Should the Force Majeure suspension period last for more than fourteen
(14) days, either Party may terminate this Agreement. In the event of such
termination, Contractor shall be paid for all work done, and the
Demobilisation fee.
|
XXV
|
LAW
AND ARBITRATION
|
|
Unless
otherwise agreed in writing by the Parties, the following terms shall
apply:
|
25.1
|
Any
dispute, controversy or claim arising out of or in connection with this
Agreement, or the breach, termination or validity thereof, shall be
settled by final and binding arbitration in accordance with the United
Nations Commission on International Trade Law (“UNCITRAL”)
Arbitration Rules as such rules may exist from time to
time.
|
25.2
|
The
arbitration shall be heard and determined by one arbitrator, who shall be
jointly appointed by the Parties. If the Parties are unable to agree an
arbitrator, the arbitrator shall be appointed by the London Court of
Arbitration or some other proper authority agreed by the
Parties.
|
25.3
|
The
arbitration shall take place in and all disputes shall be determined in
accordance with the laws of the jurisdiction indicated
below:
|
|
·
|
England
(London)
|
25.4
|
N/A
|
25.5
|
The
award shall be made and shall be payable in USD free of any tax or any
other deduction.
|
25.6
|
The
award shall include interest from the date of any breach or other
violation of this Agreement. The arbitrator shall also fix an appropriate
rate of interest from the date of the breach or other violation to the
date when the award is paid in
full.
|
25.7
|
In
no event, however, should the interest rate during such period be lower
than the LIBOR rate in existence on the date of the arbitrator’s decision,
nor higher than 12%.
|
25.8
|
The
Parties agree that the award of the arbitrator will be the sole and
exclusive remedy between them regarding any and all disputes arising in
connection with this Agreement and shall not be appealable. The award of
the arbitrator may, however, be enforced by application to any proper
court with jurisdiction over the Parties. If any provision or
award of the arbitration should be deemed to be unenforceable in the
jurisdiction in which it is being enforced, then said provision or award
shall be deemed to be modified to remove any such objectionable provision
so as to make the remainder of the award
enforceable.
|
22
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
25.9
|
This
Agreement shall be construed and interpreted in accordance with the laws
of the jurisdiction selected in Clause 24.3
above.
|
25.10
|
All
notices to be given in connection with the arbitration shall be in
accordance with Clause 26 hereof.
|
XXVI
|
ENTIRE
CONTRACT AND WAIVER
|
26.1
|
This
Agreement constitutes the whole agreement between the Parties concerning
the subject matter hereof and supersedes any previous oral or written
agreements relating to said subject
matter.
|
26.2
|
The
provisions of this Agreement can not be varied or waived except in writing
signed by the duly authorised representatives of the Parties and failure
by either Party to exercise a right (including the right to enforce an
obligation of the other) shall not constitute a waiver of such right and
shall not prevent that Party from exercising that right at a later
stage.
|
XXVII
|
NOTICE
|
|
Any
notice to be given hereunder shall be in writing and shall be properly
given if delivered by hand or sent by registered post, DHL or Federal
Express or recorded delivery or by telex or fax confirmed by a letter
within 24 hours to Company or Contractor at the relevant address set below
or at such another address as may from time to time be notified. A notice
shall be deemed to be received at the time of delivery if by hand, DHL or
Federal Express, on completion of the transmission if by telex, and 14
days (national) or 30 days (international) after the date of delivery to
the postal authorities if by post, provided that if such time is outside
normal working hours of the place where such notice is received is shall
not be deemed received until two normal working hours
thereafter.
|
XXVIII
|
ENGLISH
LANGUAGE
|
|
The
English language shall be used throughout in all exchanges between the
Parties including all communication, reports, correspondence, drawings,
specifications, calculations and
invoices.
|
XXIX
|
SAVING
CLAUSE
|
|
In
the event any provision, clause, sentence or part of these General
Conditions is inconsistent with or contrary to any applicable law, the
same shall be deemed to be modified to the extent required to comply with
said law (it being the intention of both Parties to enforce to the fullest
extent all terms of these General Conditions) and as so modified, this
Agreement shall continue in full force and
effect.
|
23
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
XXX
|
FIRST
RIGHT OF REFUSAL FOR FUTURE
3D
|
|
Contractor
will have a first right of refusal on any 3D survey conducted by Company
offshore Republic of Guinea within 12 months of contract
signature.
|
24
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
Appendices
Appendix
A
|
Location
and Survey Map
|
|
Appendix
B
|
Technical
Specification
|
|
Appendix
C
|
Scope
of Work
|
|
Appendix
D
|
Rates,
Charges and Fees
|
|
Appendix
E
|
Operating
Standards
|
|
Appendix
F
|
Commencement
Date
|
|
Appendix
G
|
QHSE
|
25
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
APPENDIX A
SURVEY
MAP
Final and
approved pre plots and maps for the 2D program shall be inserted when finally
decided by Company.
26
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
APPENDIX B
27
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
APPENDIX C
SCOPE
OF WORK
The 2009
2D survey will be acquired using the seismic vessel S/V BOS Arctic. The work
consists of up to 9000 km of full fold 2D data and is located offshore Republic
of Guinea.
The
program will be recorded with the following parameters:
2D Definition
|
Acquisition
mode 1 streamer, single source.
|
|
Energy Source
|
Air
pressure Minimum 2,000 psi
|
|
Volume
|
4,320
cu. in.
|
|
Source
depth
|
6
m
|
|
Shot
interval
|
25
m
|
|
Streamers
|
Number
of streamers
|
1
|
Streamer
length
|
8,000
m
|
|
Streamer
depth
|
8-10
m
|
|
Group
interval
|
12.5
m
|
|
Data
Recording
|
Record
length
|
9-10
sec
|
Sampling
rate
|
2
ms
|
|
Medium
|
3592
|
|
Format
|
Seg
D
|
|
Seismic
QC
|
(see
separate doc. for CQ processing)
|
|
Navigation
|
||
Primary
System
|
DGPS
|
|
Secondary
System
|
DGPS
|
|
In
sea Positioning
|
Acoustics
|
Final and approved
acquisition parameters shall always be according to final signed Seismic Work
Order, (SWO), which is found in the Contract Project Safety Plan (CPSP) provided
to both parties.
28
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
APPENDIX
D
RATES,
CHARGES AND FEES
Acquisition
For the
services and the survey, Contractor shall be compensated as follow.
Mobilisation port Offshore
Republic of Guinea
Lump
Sum
|
USD
1.6 Million
|
$ 500,000
of Mobilisation Fee to be paid by Company within 7 calendar days of contract
signature.
Remainder
of Mobilisation Fee ($ 1.1 M) to be paid when funds are available to Company,
but no later than six (6) weeks after contract signature.
Any time
required for port call in the Republic of Guinea will be charged at the stand by
rate.
For the
2D seismic survey the mobilization period will be regarded as finished when the
equivalent of one prime line has been successfully recorded and all equipment is
working correctly as far as it can be reasonably demonstrated to the
satisfaction of the Client representative on board.
Standby Hourly rate
(24h)
|
USD
5,000
|
29
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
Standby
Rate
The
Standby Rate shall apply when CONTRACTOR’s equipment is fully operational and is
able to perform the SERVICES but is prevented from doing so by any of the
following. Any application of Standby shall be pro-rated to the nearest
minute.
All
Standby items are also applicable during mobilization and
demobilization.
1.
Awaiting instructions or services from COMPANY.
2.
Awaiting permits from COMPANY where provision of such permits are the sole
responsibility of COMPANY.
3.
Experimental time and travel time associated with experimental time at the
written request of COMPANY.
4. Time
taken to re-configure guns and streamer at COMPANY request
5. When
assisting ships in distress or saving life at sea.
Standby
due to Force Majeure or when assisting ships in distress or saving life at sea
shall be paid at 50% of the Standby Rate.
During
standby periods, CONTRACTOR shall be allowed to make repair of equipment without
loss of standby compensation providing that any such repair does not extend the
period of standby and providing prior permission has been given by
COMPANY
REIMBURSABLE
COSTS
CONTRACTOR
shall pass on reimbursable charges for additional equipment or services
requested in writing or previously agreed by COMPANY at cost plus 5% handling
fee on any third party invoice. Reimbursable charges may include: \
1. Port,
pilot and agents fees for port calls specifically requested by
COMPANY.
2. Data
shipment costs to COMPANY’s designated processing centre unless data are to be
processed by CONTRACTOR in which case there will be no charge to COMPANY. Any
additional reimbursable items and/or services must be requested in writing by
COMPANY and CONTRACTOR shall in turn immediately confirm in writing all such
costs to COMPANY
3.
Additional tape copies
4.
Acquisition and Processing of Gravity and Magnetic data if
requested
Acquisition
Deliverables
2 copies
original raw seismic field data, SEG-D format on 3592 tapes.
Copied
seismic raw field data with navigation merged to header, SEG-Y format on 3592
tapes.
30
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
Navigation
data, XXXXX X0/00 (xx X0/00), X0/00 on 3592 tapes.
Pre plot
map and post plot map, fold maps, sail line map at a suitable scale agreed with
Company.
Invoicing
Contractor
shall invoice Company for all completed work according to instructions in art.
9, section 3 as follows:
After
3000 kms of data has been acquired Contractor will invoice $ 2.68
Million USD
After
6000 kms of data has been acquired Contractor will invoice $ 2.68
Million USD
After
9000 kms of data has been acquired Contractor will invoice $ 2.68
Million USD
BOS Data
Processing AS will invoice $ 360,000 USD for onboard data processing using the
Basic Time Sequence.
31
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
APPENDIX E
OPERATING
STANDARDS
MOBILISATION
start-up meeting
At the
beginning of mobilisation, a start-up meeting shall be held onboard between all
COMPANY’s and contractor’s key personnel to review the work
details.
The
technical information and documentation included in the CONTRACT and the
Contract Project Safety Plan shall be checked and reviewed together with the
relevant seismic personnel. Where necessary, SURVEY details not included in the
CONTRACT shall be discussed during the meeting.
In
addition, CONTRACTOR shall provide the recording instrument test procedures for
this start-up meeting.
During
MOBILISATION, calibrations, adjustments and checks of vessel equipment shall be
performed by CONTRACTOR if these are older than 3 months.
Equipment
requirements
Seismic
recording system
A
telemetry recording system (digital streamer) is required.
The
required recording media is IBM 3592 magnetic cartridges.
The
required recording format for field seismic data is preferably SEG D revision
2
Streamer
and peripheral equipment
Digital
streamers are required.
The
lead-in of the streamer shall be equipped with fairings to minimise towing
noise.
The
streamer shall have an adequate number of high quality stretch sections for
de-coupling and sufficient isolation from the vessel to remain within the noise
specifications.
The
following requirements shall be met :
Number of
depth controllers: 1 per 300 m
Number of
depth sensors: 1 per 300 m
Redundancy
of the first and last depth controller/depth sensors
Accuracy
of depth sensors: +/- 0.5 m
The
streamer shall be equipped with a tail buoy with a suitable towing link, rGPS, a
radar reflector and a strobe light.
Spare
equipment
The
following spare equipment shall be present onboard:
1)
|
Lead-in,
stretch and active sections:
|
10%
of nominal equipment
|
2)
|
Active
buoys:
|
one
unit
|
3)
|
Other
in-water equipment (electronic modules, repeater modules, depth
controllers, tension transducers, etc) : 10% of nominal
equipment.
|
Spare
equipment shall be repleted when consumed.
32
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
Calibrations,
adjustments and checks to perform during mobilisation
Instrument
tests
A set of
monthly instrument tests shall be performed and recorded on magnetic tape during
mobilisation
These
tests shall be carried out in the working configuration, i.e. with the streamer
deployed and at survey speed.
Polarity
check
Polarity
of all channels of a shot record shall be verified during mobilisation and each
time a streamer section or an electronic module is changed to ensure that all
traces exhibit the same polarity.
Polarity
of the near-field signatures shall also be checked to make sure they display the
same polarity as the seismic channels.
Pre-amplifier
gain adjustment
The gain
level of the pre-amplifier shall be adjusted to avoid amplitude overflow on near
traces.
Streamer
balancing
Before
starting the survey, the streamer shall be balanced to be neutrally buoyant at
the specified operating depth. Balancing shall be performed at a vessel speed of
4 knots through the water.
During
acquisition, the streamer balance shall be maintained to have a minimum action
from the depth controllers.
Streamer
noise evaluation
When the
streamer is correctly balanced, 10 noise records shall be recorded and displayed
for streamer noise evaluation.
The
following procedure shall be used for this streamer noise
recording:
The
streamer is deployed at nominal depth
The
vessel shall sail at the nominal acquisition speed
The
vessel shall not be turning and the streamer shall be straight
A low-cut
filter (to be specified by the On-Board Representative shall be applied for this
streamer noise recording
Apart the
low-cut filter, the recording parameters shall be the normal acquisition
settings.
All the
channels shall be recorded.
Streamer
noise RMS amplitude shall be measured and averaged from the full length of these
ten noise records. These average amplitudes shall be displayed on an amplitude
vs. channel paper plot with a scale in mbars and delivered as an
ASCII file to the On-Board Representative.
Calibrations,
adjustments and checks to perform during the survey
Recording
instrument tests
COMPANY’s
requirements for daily and monthly instrument test procedures and specifications
are dependent on the type of recording equipment to be used for the work, the
recording parameters and the area of operations.
33
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
CONTRACTOR's
own procedures and specifications for instrument quality control shall be part
of CONTRACTOR’s Project Safety Plan.
These
procedures and specifications shall be in accordance with Manufacturer's
recommendations which shall be made available to COMPANY on request and shall be
available onboard.
The daily
and monthly instrument test procedures shall at least comprise the following
verifications :
Streamer
electronic input noise and offset referenced to 1 mV
Preamplifier
calibration
Hydrophone
group sensitivity
Filter
impulse response
Harmonic
distortion
Dynamic
range test
Streamer
noise
Data
transmission validity
The daily
or monthly instrument tests shall be run according to their respective daily and
monthly basis and at any other time requested by the On-Board Representative
whenever a fault is suspected.
Monthly
instrument tests shall be also run immediately after the last line
acquisition.
Daily
tests shall be recorded on the production tapes.
Monthly
instrument tests shall be recorded on a separate test tape.
Instrument
tests shall be immediately processed by CONTRACTOR onboard the vessel. The
results and comments of the computer analysis shall be submitted to the On-Board
Representative. Equipment which does not meet Manufacturer's specifications
shall be replaced; in such cases a new set of monthly instrument tests shall be
performed.
Streamer
checks
Streamer
and polarity shall be verified whenever maintenance has been performed, in
case of a reconfiguration, at the beginning of each line and each time an
anomaly is suspected or observed on the monitors.
Seismic
offset shall be checked after every streamer reconfiguration.
After any
streamer reconfiguration, the following documents shall be
provided:
List of
streamer sections and modules
Streamer
bird list in case of bird change.
Online
Quality Control
The
seismic channels shall be displayed in real-time on oscilloscopes.
Multi-channel
monitors showing raw shot and monotrace gathers shall be produced. RMS and
maximum amplitude attributes shall be computed and displayed
online.
Documents
to be provided at end of line acquisition
The
following documents shall be supplied to the On-Board Representative as shortly
as possible after completion of each line:
Prints of
observer logs
Seismic
QC documents, including streamer depth plot.
34
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
Seismic
recording operational specifications
Seismic
tape recording
All data
shall be recorded on new, certified error free, IBM 3592 magnetic
cartridges
The
required recording format for field seismic data is preferably SEG D revision
2
The
recorded magnetic tapes shall be numbered consecutively
All tapes
shall be labelled with paper stickers mentioning CONTRACTOR and vessel name,
survey name, line number, shot point range, recording date and tape
number
All
magnetic tapes, recorded or unrecorded, shall be stored in an air-conditioned
room.
Observer’s
report
A printed
version of the observer’s report shall be attached to each (original or copy)
seismic field tape.
The
observer’s report shall be also provided as an electronic file written on IBM
3592 magnetic cartidges or on CD-ROM. The format shall be ADOBE ACROBAT pdf
files.
The
observer’s report shall at least provide the following
information :
CONTRACTOR
and vessel names
COMPANY
and SURVEY names
line
number
recording
date
list of
streamer noise and instrument test records
list of
records to be processed with corresponding shot point number and shot recording
time
any
deviation from the acquisition parameters
any
anomaly noticed during shot recording (noisy or dead channels, reversed
polarity, seismic source dysfunction, etc). In case of noisy channels, the cause
of the noise shall be mentioned
weather
and swell conditions
sea
current conditions, streamer feathering angle at the start, middle and end of
the line
records
not to be processed shall be mentioned with the reason for rejecting
them.
System
polarity
The
recording system polarity shall be in accordance with the convention adopted by
the SEG Committee on technical standards: a compression wave shall
produce:
Trace
sensitivity
The
sensitivity of the traces shall be homogeneous:
The
sensitivity of any trace shall not differ by more than +/- 3 dB from any other
trace
The mean
sensitivity of any streamer section shall not differ by more than +/- 1.5 dB
(20%) from the mean sensitivity of adjacent sections (inline
homogeneity)
35
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
Streamer
noise
Streamer
noise under normal operating conditions (i.e. with the streamer properly
balanced, without shipping noise, rig noise or swell noise, without seismic
interference, etc. and during normal weather conditions) and measured with the
procedure described above, shall not exceed the Manufacturer's specification or
the following specification whichever is the less, unless otherwise approved by
Company.
Maximum
group noise in mbars
|
||
First
20 groups
|
20
|
|
Standard
group
|
10
|
|
Group
supporting a depth controller or any other kind of externally mounted
devices (acoustic unit, retriever etc.)
|
15
|
|
Last
20 groups of each streamer
|
15
|
External
noise
In case
of external noise caused by non optimal recording conditions (shipping noise or
rig noise, seismic interference, swell noise, etc.), the following
specifications shall be applied. COMPANY SUPERVISOR may however decide to relax
these specifications after assessing the impact of external noise with respect
to the geophysical objectives of the SURVEY.
1)
|
Shipping
noise
|
The data
shall be regarded as “out of specification” when the following shipping noise is
recorded:
Shipping
noise RMS amplitude above 20 µbars, for a noise coming from ahead (i.e. : 0° to
20°)
Shipping
noise RMS amplitude above 10 µbars, for a noise coming from forward of the beam
(i.e. : 20° to 65°)
Shipping
noise RMS amplitude above 5 µbars, for a noise coming from abeam (i.e. : 65° to
115°)
Shipping
noise RMS amplitude above 15 µbars, for a noise coming from aft of the beam
(i.e. : 115° to 135°)
Shipping
noise RMS amplitude above 30 µbars, for a noise coming from astern (i.e. : 135°
to 180°)
Or when
shipping noise is present on more than 40 consecutive records.
2)
|
Swell
noise
|
Swell
noise can be tolerated if affecting randomly less than 20 % of the
traces
3)
|
Seismic
interference
|
The
recorded data shall be regarded as “out of specification”, when a seismic
interference noise with RMS amplitude above the following limits (depending on
shooting rate difference and interference move-out) is recorded:
Move-out
smaller than 1s
|
Move-out
greater than 1 s
|
|||
If
shooting rates differ by less than 1s
|
10
µbars
|
10
µbars
|
||
If
shooting rates differ by more than 1 s
|
10
µbars
|
20
µbars
|
36
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
Streamer
balancing
The
streamer balance shall allow the average streamer depth (i.e. average of the
depth sensor values) to be maintained at the nominal depth, " D ", at
a water speed of between 3.5 and 5.0 knots. The following conditions shall be
met:
All the
depth sensors shall be within D ± 1.0 m (if D > 5 m)
The wing
angle of a depth controller located on the active part of a streamer shall not
permanently exceed 10°. 5° is tolerated for the depth controller located at the
front end of the first active section.
Feathering
angle specification
The
feathering of the streamer shall be less or equal to 15°.
Trace
“out of specification”
A trace
shall be defined as “ out of specification ” in any of the following
circumstances:
The trace
fails the instrument tests
The trace
or group of traces does not comply with the sensitivity
specification
Noise
level exceeds continuously or intermittently the streamer or external noise
specifications
Spikes
(intermittent or continuous)
No
response (dead trace)
Trace
picking up mono frequency noise
Trace not
showing a coherent signal (wild trace)
Signal
distorted or out of phase by more than 1/4 sampling rate (this includes reversed
polarity traces)
Streamer
“out of specification”
The
streamer shall be defined as “ out of specification ” in any of the
following circumstances:
1)
|
At
the start of the SURVEY or following each new
deployment
|
·
|
there
are more than 4% of traces “out of specification” over the
whole streamer
|
·
|
there
are more than 4 traces “out of specification” in any group of 48
consecutive traces (only two adjacent traces “out of
specification” are allowed)
|
·
|
there
are more than 6 traces “out of specification” in any group of 96
consecutive traces
|
·
|
at
least two calibrated depth sensor is not
operational
|
2)
|
During
recording
|
·
|
there
is more than 4% of traces “out of specification ” over the whole
streamer
|
·
|
any
4 adjacent traces are “ out of
specification ”
|
·
|
there
are more than 6 traces “out of specification” in any group of 48
consecutive traces
|
·
|
there
are more than 9 traces “out of specification” in any group of 96
consecutive traces
|
·
|
3
calibrated depth sensors are not operational over the whole
streamer
|
·
|
2
adjacent calibrated depth sensors of the streamer are not operational (not
applicable for redundant
sensors)
|
Nevertheless,
CONTACTOR shall keep the number of traces “out of specification” and depth
sensors “out of specification” as low as possible by changing them during
any streamer retrieval.
37
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
Seismic
record “out of specification”
A seismic
record is considered “out of specification” due to recording anomaly under any
of the following circumstances:
The
streamer is “out of specification”
No
seismic data recorded on the field tape
Seismic
record on the field tape is incomplete or corrupted
Streamer
feathering does not comply with specifications.
38
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
Seismic
source
Equipment
requirements
CONTRACTOR
shall provide a source with a stable array geometry.
CONTRACTOR
shall provide air compressors capable of supplying and maintaining a dynamic
operating pressure at the source array within the operating range recommended by
the gun manufacturer and at the production shot interval.
CONTRACTOR
shall provide an inline air pressure transducer, preferably near the largest gun
in each sub-array. Pressure readings from these sensors shall be displayed in
the recording room for monitoring and recorded on the seismic
tapes.
Each gun
string shall be suspended from float to ensure that all guns are being operated
at the specified depth.
At least
three depth transducers shall be attached to each sub-array, one mounted at each
end and one in the middle. The gun depths shall be displayed in the recording
room, monitored and recorded on the seismic tapes.
Near-field
signature recording
Each
array shall have a minimum of 3 near field hydrophones.
A
near-field hydrophone shall be located at about 1 m from its corresponding gun
or centre of gun cluster.
During
the survey, CONTRACTOR shall record and display on-line each near-field
hydrophone signature for each shot record on auxiliary channels (or on the far
traces before the first arrivals). The channel assignment shall be clearly
documented on the operator logs.
The
Manufacturer characteristics of the signatures of any individual gun of the
seismic source shall be made available for consultation by the On-Board
Representative).
Gun
synchroniser and firing system
The
system shall be able to :
Monitor
the firing time of every gun in service
Control
the firing time of each gun in both manual and automatic modes with an accuracy
of 0.1 ms
Synchronise
all the guns within a specified time window
Provide a
mean of determining the deviation from aim-point of any one gun and produce an
alarm in the event of bad timing of any one gun
Detect
gun misfires and produce an alarm if any one gun is misfiring
Detect
gun autofires and produce an alarm if any one gun is autofiring
Log any
“out of specification” events
Produce a
summary of the shots affected by any source anomaly, at the end of each line
(see below)
Produce a
line listing of all individual gun times and time errors with appropriate
flag
Identify
correct internal counter file number with data record
Measure
electronic leakage in the firing circuitry
39
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
Checks
to perform before starting a line acquisition
Checks to
be performed during the shot trials, or before beginning of the
line:
Check the
air pressure of each individual sub-array
Check
that the air pressure is not dropping more than 5% of the nominal value between
consecutive shots
Check
that there is no in-water air leakage
Check
that the source is firing at its nominal volume specified
Check the
gun synchronisation
Online
Quality Control
“ Target ”
and “ direct arrival ” RMS amplitude attributes shall be computed and
displayed.
The
near-field signatures of the guns shall be displayed online to check for
variations of individual gun output due to air leakage.
Documents
to be provided at end of line acquisition
The
following information in the form of statistics, histograms, time series or QC
plots shall be provided to the On-Board Representative as shortly as possible
after completion of each line or segment of line:
Air
pressure and array volume variation
Gun
drop-outs
Autofires,
misfires, shot with at least one gun showing gun timing error
Source
depth
Source
geometry (separation between adjacent sub-arrays)
Source
information recording
The time
break of each individual gun shall be recorded in each shot record
header.
Synchronisation
All the
guns shall fire within +/- half the recording sampling rate.
Source
geometry specifications
The
average sub-array separation of any source, computed over a line or segment of
line, shall remain within +/- 5% from the nominal separation defined. In
addition, the sub-array separation shall remain within +/- 10% from the nominal
separation for more than 90% of the shots of a line or segment of
line.
Source
depth specifications
The
average depth of any individual depth sensor, computed over a line or segment of
line, shall remain within +/- 10% from the nominal depth.
The
average depth of any source, computed over a line or segment of line, shall
remain within +/- 5% from the nominal depth. The source depth is defined as the
average depth of all source depth sensors.
40
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
Gun
“out of specification” definition
A gun is
considered “out of specification” and shall be shut down, under any of the
following circumstances :
The
time-break is not recorded. The absence of recorded time-break can be
temporarily tolerated (up to 3 hours) if CONTRACTOR can demonstrate that the gun
fires within the specified time window by analysing the near-field hydrophone
signal.
Gun
firing more than once in the recording cycle (autofire)
Synchronisation
of gun out of specification during 8 consecutive shotpoints
Gun
showing continuous or intermittent misfiring or malfunctioning
Gun with
an air leak (even if the source air pressure can be maintained within
specification)
Characteristics
of the near-field signature of the gun such as peak-to-peak amplitude,
peak-to-bubble ratio, bubble period, below Manufacturer's
specifications
Record
“out of specification” definition
A record
is considered “ out of specification ” due to a source anomaly, under
any of the following circumstances:
At least
one active gun is out of the synchronisation specification
The
automatic gun control system is not operating properly
The
operating air pressure falls below 90 % of nominal air pressure.
There is
at least one sub-array without operational depth sensor
The
source depth is out of specification
The
source geometry is out of specification
41
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
Navigation
and positioning general requirements
Positioning
configuration
CONTRACTOR
shall supply a minimum of two positioning systems for the vessel which shall be
independent of one another. They are designated as primary and secondary (etc.)
systems. If these are two DGPS systems then the methods of delivery of the RTCM
corrections should be as independent as possible.
The first
CMP shall be positioned by a combination of the following equipment and survey
methods:
RGPS
unit and/or in-line measured offsets and/or cross-line nominal and computed
offsets and/or gyrocompass.
The
feather angle shall be monitored either by the RGPS position of the tailbuoy
and/or by the streamer shape modelled by steamer compasses.
CONTRACTOR
shall prove to COMPANY that the configuration of all positioning systems and
sensors is always capable of achieving the required precision and that
sufficient redundancy exists to ensure valid statistical results and to maintain
the required precision in case of certain levels of EQUIPMENT
failure.
All
positioning sensors data shall be collected within one shot point
cycle.
Documents
to be provided at the end line acquisition
CONTRACTOR
shall provide a line QC report which shall demonstrate and prove with
statistically acceptable indicators that the required specifications have been
met. These indicators shall also demonstrate the quality of the positioning data
using statistically acceptable indicators.
CONTRACTOR
shall record a detailed daily log of all significant chronological events. This
log shall include
system
and equipment changes as well as any parameter changes.
all
calibration or equipment checks whether in port or at sea, whether static or
dynamic in nature.
all
system malfunctions, including all losses of GPS signals or RTCM corrections
both on and offline, signal strengths, periods of signal instability, deviations
from pre-programmed lines and DGPS quality parameters.
all other
details concerning any aspect of vessel or insea positioning.
Trails of
any remedial action or maintenance shall be kept.
Positioning
tolerances
The
in-line position of the near trace CMP shall be known within 10 m at 95%
confidence level.
End
of line Quality Control
The
minimum of the following information shall be output every position fix and
these shall be made available to the On-Board Representative.
1)
|
Comparisons
between the multiple reference corrections (Least Squares
residuals).
|
2)
|
Comparisons
between the configured multiple reference station solutions (e.g. primary
against secondary against tertiary
etc.).
|
3)
|
Age
of corrections
|
4)
|
Information
received from the reference and monitor
stations
|
5)
|
elevation,
azimuth and signal to noise ratio (SNR) for all
satellites.
|
The
minimum of the following QC values shall be available in tabular and graphical
forms for each solution whether single reference or multiple reference station
solutions. This would typically mean two sets of QC output for each of the two
independent systems although they may be combined in a third solution for
navigation purposes.
42
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
1)
|
normalised
residuals
|
2)
|
rejections
from the W-test
|
3)
|
average
unit variance figures
|
4)
|
rejections
from the F-test
|
5)
|
positional
standard deviations of latitude, longitude and height (flagged when used
in height aiding)
|
6)
|
semi-major
axis and orientation of error
ellipses
|
7)
|
marginal
detectable errors (MDE’s)
|
8)
|
external
reliability (positional effect of largest
MDE)
|
Any of
the following situation shall be clearly highlighted in the end of line
positioning report :
the
number of GPS satellites used falls bellow minimum
the PDOP
is greater than specified
the age
of correction is greater than specified
the
performance level of the transmission link falls bellow
specification
the
system is used in height aided mode without sufficient information about the
height
the
computed position on or using the monitor station does not agree the known
position within the specification
the
precision figure of a independent DGPS system is greater than
specified
the
number of operational reference stations falls bellow
specifications.
the
position difference between two independent DGPS (primary versus secondary) is
greater than specified
the
number of independent DGPS systems falls below specifications
DGPS
operational specifications
DGPS,
delivery of differential corrections
The
installation of a DGPS system at reference stations shall be in accordance with
Article 1 of the “ UKOOA Guidelines for the Use of DGPS for Offshore
Surveying ”.
1)
|
The
ITRF co-ordinates of the reference stations shall have been determined
with an accuracy in three dimensions within 0.20
m.
|
2)
|
A
station “ health check ” shall have been carried out, as
described in Article 1 and Exhibit B2 of the “ UKOOA Guidelines for
the Use of DGPS for Offshore
Surveying ”.
|
3)
|
The
standard deviation for the code and carrier wave observations shall not
exceed 3.0 m and 0.5 m
respectively.
|
4)
|
A
minimum of two reference stations per system shall be
operational.
|
5)
|
The
performance level of the transmission link shall not be less than 98% of
the transmission of valid corrections in any period of one
hour
|
6)
|
The
age of corrections shall be less than 10
s.
|
43
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
Hardware
and software
1)
|
CONTRACTOR
shall be responsible for selecting the optimum location for all hardware.
The hardware and software used at all stations shall be benchmarked in
accordance with UKOOA
guidelines.
|
2)
|
CONTRACTOR
shall agree not to change the DGPS software at any stage of the
operation without informing
COMPANY.
|
3)
|
The
reference stations shall receive data from all GPS satellites in view and
compute corrections to phase smoothed pseudo-ranges and ionospheric
refraction delays where dual frequency
receiver.
|
4)
|
Where
multiple reference station solutions are employed, a single set of Quality
Controlled corrections may be issued. This shall be subject to COMPANY
approval and providing that sufficient QC is exercised and that this
demonstrates to COMPANY that the positioning is
reliable.
|
Data
acquisition
A minimum
of 5 satellites shall always be used and the PDOP shall be no greater than
4.
In order
to optimise the use of the satellite constellation and to avoid the use of poor
satellite data, CONTRACTOR shall use NANU's and GPS planning software for
offshore and reference stations to provide :
1)
|
times
of satellite maintenance
|
2)
|
availability
and distribution of satellites
(PDOP’s)
|
3)
|
effects
of local obstructions on available satellite
constellation
|
4)
|
predicted
positional standard
deviations
|
5)
|
predicted
reliability
|
6)
|
times
where extra observables are required for times of poor
reliability.
|
Data
processing
1)
|
The
precision of the position of each DGPS system shall be expressed in terms
of the semi major axis of the standard error ellipse at 95% confidence
level. This semi major axis shall be no greater than 5
m.
|
2)
|
If
the position difference between two independent DGPS (primary versus
secondary) is greater than 7 m at the 95% confidence level, than the
system out of specification shall be
discarded.
|
3)
|
The
differential corrections and their rates of change shall be used to
extrapolate the corrections to the time of its application. Ionospheric
correction application, all filtering and processing algorithms, Least
Squares calculations together with the weighting strategy for low
elevation satellites are described in The Project Quality
Plan .
|
4)
|
Redundancy
such as the use of other non GPS observations shall be provided to the
level to enable sufficient quality control. CONTRACTOR shall not use fixed
height in the calculation of DGPS positions. In certain circumstances
height aiding shall be permitted to increase the level of
redundancy.
|
Height
aiding shall be permitted providing that sufficient information is known about
the height of the GPS antenna. This information shall be derived from
either:
·
|
A
spheroidal height computed from 3D DGPS positioning, computed from the
commencement of the SURVEY or operations. The standard deviation of all
the computed heights shall be no greater than 10
m.
|
5)
|
The
standard deviation of the height observation shall reflect the conditions
in the CONTRACT AREA but shall never be greater than 2 m when using height
aiding. In any case, height aiding shall not be used if the physical
motion of the vessel in the vertical axis is greater than 2 m due to tide,
pitch, roll or heave.
|
44
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
6)
|
The
independent DGPS systems may be combined in a Least Squares solution but
CONTRACTOR’s system shall be able to compute the position and display,
record and output all statistics as outlined in the “ Guidelines for
the Use of Differential G.P.S. in Offshore Surveying ” for each
system thus clearly demonstrating the reliability of the combined system
as well the individual systems. All DGPS positioning shall be configured
so that every observation used is proved to be
valid.
|
Where
possible the pseudo-range corrections derived from several reference stations
shall be used to increase the reliability of the DGPS solution using the
weighting strategies and algorithms included in The Project Quality
Plan.
The
solution shall include all of the following:
a
weighted least squares computation which estimates the best set of
corrections.
reference
station solutions which are weighted to compensate for their respective baseline
lengths.
reference
station solutions which are weighted to compensate for differences of
atmospheric conditions and satellite geometry in the case of Wide Area
DGPS.
Calibrations,
adjustments and checks to perform during MOBILISATION
All
positioning sensors shall be calibrated unless a recent calibration report or
previous historical data has been accepted by COMPANY.
Feathering
angle monitoring
There
shall be the necessary equipment to monitor the feathering angle.
This
shall be achieved either by the RGPS position of the tailbuoy and/or by the
streamer shape modelled by steamer compasses.
Bathymetry
equipment
requirements
Bathymetry
data shall be collected from integrated echo sounder. This shall be precision
dual or single frequency with a hull mounted transducer. It shall be capable of
reading depths in the depth range of SURVEY AREA.
Bathymetry
operational specifications
The speed
of sound in sea water shall be measured to an accuracy of 2 m/s.
Non
functioning echo sounder shall be repaired or replaced within 8 hours of
failure. After this delay, the echo sounder shall be regarded as “out of
specification”.
Raw data
shall be collected in digital form, processed and reduced for transducer and
velocity of sound in water corrections.
Operational
specifications
Line
numbering
A sail
line shall be named in the following way (maximum16 characters):
The SWO
shall describe the line numbering method.
45
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
Shot
Point Numbering
The shot
point positions and numbers of the pre-plotted lines shall correspond to the
near trace CMP positions (mid-point between the centre of the source array and
the centre of the nearest receiver group).
Start
and end of line
The start
and end of the pre-plotted lines shall correspond to the full-fold limit. The
first shot point of a sail line shall therefore be fired when the position of
the corresponding near trace CMP coincides with the pre-plotted start of line to
ensure the required coverage within the full-fold limit.
The guns
shall however be fired for at least 10 shots prior to start of line or segment
of line to synchronise the guns and initiate the navigation
filters.
Run-in
The
length of run-in shall be sufficient to ensure that the streamer is straight at
the first shot point of a line or line segment whether prime or
reshoot.
A minimum
of one and a half streamer length as run-in is required for the start of each
line in order to straighten and stabilise the streamer (i.e. the vessel shall be
on the pre plotted sail line headed for the first shot point at this
distance).
Run-out
A run-out
corresponding to half a streamer length shall be recorded after the pre-plotted
end of the line to ensure the required coverage within the full-fold
limit.
Lines
recorded in several segments
As far as
it is possible, lines shall be recorded in one pass.
In case
of a line acquired in several segments, the following rules shall
apply:
Direction
specification
A segment
of 2D line shall not be recorded in the opposite direction to another segment of
that line unless very specific conditions are met (obstructions, shallow waters,
etc) and only with On-Board Representatives agreement.
Feather
matching specification
The
streamer feathering of overlapped segments shall not differ by more than
8°.
Minimum
length for a segment of line
The
minimum acceptable length for a segment of line shall be equal to one cable
length, without being less than 5 km (first SP – last SP). No short
“ window ” can be recorded or reshot in the middle of a
line.
Overlaps
Overlaps
between consecutive segments of a line shall be recorded to provide full fold
coverage overlap in one CMP.
The shot
point overlap between 2 segments recorded in the same direction shall therefore
correspond to half a streamer length.
Between 2
segments recorded in converging opposite direction, the shot point overlap shall
therefore be twice the “ set back offset ” plus one streamer
length.
46
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
Survey
acquisition speed
Whilst
recording online and changing lines, the vessel speed through the water shall be
maintained at a nominal 4.8 knots (with variation between 3.5 knots minimum and
5.5 knots maximum, depending both on the acquisition parameters and the
current).
During
the straight part of a run-in, the vessel speed through the water shall be the
same that during recording online. A variation of 20% is allowed, providing it
does not affect the streamer behaviour at the start of line.
CONTRACTOR
shall make every endeavour to determine the best combination of propeller pitch
and shaft rotation speed (if applicable) in order to minimise the vessel
generated noise.
Vessel
steering
The
vessel shall be steered so that the position of the first near-trace CMP shall
not deviate more than 25 m from the pre-plotted line.
Line
recording not to commence
Recording
of any new line or line segment shall not commence under any of the
circumstances defined:
Streamer
is not straight or stabilised in depth
There is
less than two calibrated depth sensors operational per sub-array
The
streamer feathering cannot be computed (either with the tail buoy RGPS position,
or with the vessel heading sensors and streamer compasses)
Reporting
Daily
operational report
CONTRACTOR
shall submit for approval of COMPANY SUPERVISOR a “ Daily Operational
Report ” covering all WORK operations in the CONTRACT AREA during the
period from 0h00 UTC to 24h00 UTC.
The
report shall include :
1)
|
A
list of recorded lines with :
|
·
|
Line
number, sequence number
|
·
|
Line
heading
|
·
|
First
SP, first SP to process, first chargeable
SP
|
·
|
Last
chargeable SP, last SP to process, last
SP
|
·
|
Number
of chargeable SPs and SPs to
process
|
·
|
Line
status : accepted, rejected or pending, complete or
incomplete)
|
·
|
Comment
(reason when aborted or rejected, seismic and positioning quality,
etc.)
|
The daily
production sum-up
A daily
diary specifying the nature and status of each period of time
:
·
|
recording,
line change, stand-by, break-downs,
etc.
|
·
|
non
chargeable, chargeable or disputed time
period
|
The daily
sum-up of all the timings according to their nature
47
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
The daily
sum-up of the chargeable and disputed times
Safety,
Health and Environment matters.
Seismic
acquisition final operational report
CONTRACTOR
shall supply within 45 days of the SURVEY COMPLETION DATE a “ Seismic
Acquisition Final Operational Report ” concerning all operations related to
the WORK.
The
report shall be provided both in a paper and CD-ROM form:
the
CD-ROM version shall be output in PDF 1.3 ADOBE ACROBAT 4 format
a
detailed table of contents shall be included to facilitate navigation within the
document
True Type
fonts shall be used.
The
report shall provide the following information :
Description
of the acquisition parameters effectively used during the SURVEY.
List of
PERSONNEL involved in the WORK
Description
of the EQUIPMENT effectively used during the WORK
Calibration
reports for all positioning systems
Detail of
positioning equipment, description of the processing of the positioning data, QC
summary and problems encountered
Wind and
sea condition statistics during the SURVEY, including information on swell and
current directions and amplitudes
Mention
of all other environmental constraints met during the SURVEY and their
impact on production: fixed obstructions, floating debris, marine animal life,
fishing or shipping activity, industrial noise, other seismic surveys,
etc.
WORK
chronological milestones
A
recapitulative list of the lines to be processed with :
|
·
|
The
line and sequence numbers
|
|
·
|
Date
of acquisition
|
|
·
|
The
line status : complete or incomplete, reason for aborting the line in
case of incomplete line
|
|
·
|
The
first and last shot point to be
processed
|
Production
statistics of the SURVEY (histograms and pie-slices) relating to their
categories (prime, infill, etc)
Timing
statistics of the SURVEY (histograms and pie-charts) relating to their
categories (recording, line change, transit, type of stand-by, type of
break-downs, etc.)
Safety,
Health and Environment matters.
For
proper archiving in COMPANY’s filing system, the report title shall follow this
model:
“ Country
of WORK ”
“ Block,
area or field name ”
“ SURVEY
name ” 2D Marine Seismic Survey Seismic Acquisition Final Operational
Report
“ Month(s)
and Year(s) of acquisition ”
Deliverable
dispatching
General
shipping requirements
A
transmittal letter shall be included in all shipments of data. A copy of this
transmittal shall be faxed, prior to the shipment, to the addressees (processing
centre, COMPANY’s archives.) and to the On-Board Representative. The transmittal
shall give the references of the shipment (date, carrier, etc.) and include a
list of the shipped data.
48
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
Positioning
data
The
following shall be delivered to COMPANY within 6 weeks of SURVEY COMPLETION
DATE:
raw
positioning data tapes
final
post-processed positioning (including bathymetry) data tapes
post
survey shot point maps and bathymetric charts
On-Board
Seismic QC Processing
The
onboard 2D QC seismic processing will be based on the reading of field tapes
thus ensuring QC of the recorded data.
The
standard 2D QC procedure will consist of reformatting the field data,
re-sampling from 2 to 4 milliseconds, and then producing the following five
different sets of QC products for each line:
Brute
stack
Single
fold near-trace section
All shots
and channels selected for RMS noise and signal analyses
A data
set containing all auxiliary channels for gun problem determination and source
comparison QC
Spectrum
and FK analysis
In
addition, near offset QC, as well mis-tie QC, is performed during the survey.
The mis-tie QC is done along selected lines. As this is most important when
acquiring in deep water areas over a long period of time (checking for possible
changes in water velocity), the QC task will be designed for this purpose using
the survey pre-plot as a guide.
Standard
QC Processing
Stacked
sections
The
purpose of the initial brute stack is to reveal any noise problem present,
therefore bad shot editing will be done at a later stage, if required. The 2D
stacks will be displayed on hardcopy at an appropriate scale with a
comprehensive side-label including details of operator, contractor, vessel,
prospect, line number, date, shooting direction and processing sequence.
Annotation will include shot point, field file and CMP numbering used for easy
identification of problematic areas. The stacks can be displayed with a
post-stack TVF/gain/scaling sequence requested by the onboard Client
Representative. The processing sequence will normally be as
follows:
1. SEG-D
3592 input
2.
Reformat to internal DISCO format
3.
Resample from 2 to 4 milliseconds in conjunction with an anti-alias
filter
49
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
4. Swell
noise attenuation (low cut filter) 4 to 8 Hz (18db/Oct)
5. Trace
summation or K-filter followed by alternate trace drop
6.
Geometry definition
7.
Spherical divergence correction (V**0, T**2)
8.
Velocity analysis every 4.0 km (2.0 km if line < 20 km)
9.
NMO
10. Front
end mute
11. Stack
– scaled by number of live samples (traces)
12.
Source- streamer bulk static shift
13.
Hardcopy display to full record length
14.
Application of TV filter and scaling
15.
Hardcopy display to full record length
Brute
stacks will be made available for the onboard Client representative within 12
hrs after completion of the line.
SEG-Y
format.
All brute
stacks will be converted to 32 bits format SEG-Y format after merging the
navigation data with the seismic. All trace headers will be integer format and
applied to byte positions following the SEG Technical Standards committees
“Recommended Standards for digital tape formats”, rev 0 (1975) and rev 1 (2001).
The SEG-Y data will be delivered on 3592 tapes at
demobilisation.
50
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
APPENDIX F
COMMENCEMENT
DATE
The
survey will commence on or about Oct 25, 2009
Mobilization
port will be Las Palmas
Demobilization
port is Las Palmas
51
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
APPENDIX G
QHSE
Health,
Safety and Environment
CONTRACTOR
shall assume full responsibility for the safety of all operations connected with
the work as of the commencement date until expiry of CONTRACT, including,
without prejudice to the foregoing generality:
|
i.
|
full
responsibility for ensuring the implementation of CONTRACTOR’s own safety
instructions and procedures.
|
|
ii.
|
full
responsibility throughout the said period for the safety of all persons
entitled to be on board CONTRACTOR's
vessels.
|
|
iii.
|
full
responsibility throughout the said period for complying fully with all
applicable laws and regulations relating to the safety, health and welfare
of all persons entitled to be on board CONTRACTOR’s
vessels.
|
|
iv.
|
compliance
with the regulations from the IAGC and
OGP.
|
Safety
for personnel
CONTRACTOR
shall ensure, at his own cost, the safety and welfare of all persons involved in
the execution of the work. CONTRACTOR shall comply, and ensure compliance by all
his sub-contractors, with:
|
i.
|
all
Health, Safety and Environmental applicable
laws.
|
|
ii.
|
the
latest IAGC and OGP guidelines pertaining to Health, Safety and
Environment.
|
CONTRACTOR
shall take all measures with respect to Health, Safety, Environment protection
and security as related to the conduct of the survey and shall inform company
representative of such measures prior to commencement date, in accordance with
items i and ii above.
Safety
report
CONTRACTOR
shall provide COMPANY with a report of any event that puts, or might put, at
risk the safety of personnel or equipment. Such report, marked “Urgent”, shall
be submitted as soon as possible after the occurrence of the said event to
COMPANY’s office and for the attention of company representative. This report
shall be confirmed by a letter from CONTRACTOR to COMPANY giving all details of
the event, action taken, and the consequences thereof.
Health,
Safety, Environment incident reports
CONTRACTOR
shall immediately report to company representative any accident as occurred to,
in, or within the vessel together with any dangerous occurrence resulting in, or
having the potential for, personnel injury or death and/or property damage or
loss and/or environment impact. Furthermore, CONTRACTOR shall furnish COMPANY
with copies of all reports made to any government authority as required by
applicable laws.
CONTRACTOR
shall inform company representative, by the most expeditious means, of any
circumstance which might lead to a dangerous condition for the
persons,
52
HDY BOS
Contract Sept 29, 2009 2D Seismic Service Agreement
Vessels
to be used by contractor
CONTRACTOR
shall ensure that vessels, used for operation, has been issued, and complies,
with all necessary safety and seaworthiness certificates permitting it to be
employed for work. CONTRACTOR shall ensure that no modifications of any kind
have been, or are, made to the vessels that might invalidate the said
certificates.
CONTRACTOR
shall, prior to COMMENCEMENT DATE, provide COMPANY with such copies of the said
safety and seaworthiness certificates as COMPANY may request. CONTRACTOR shall
also permit COMPANY to examine the original of any such
certificate.
CONTRACTOR
shall assume full responsibility for the safety of CONTRACTOR’s vessels and
marine operations of such vessels conducted in connection with the survey. In
particular, CONTRACTOR shall ensure that:
CONTRACTOR’s
vessels shall at all times be:
i.
|
in
safe working condition;
|
ii.
|
suitable
for the work to be carried
out,
|
iii.
|
free
from any legal, contractual or any other restriction preventing it from
operating in the SURVEY AREA and subject to conditions as required by the
terms of CONTRACT.
|
CONTRACTOR
shall allow a COMPANY Safety Representative to inspect the all vessels and its
equipment if requested by COMPANY. If, at any time, in the reasonable opinion of
COMPANY the vessels are found defective, inefficient or otherwise inadequate for
conduct of work, and if COMPANY so requests, CONTRACTOR shall carry out all
works as may be necessary to remedy said defect, inefficiency or
inadequacy.
53