EXHIBIT 10.10
BP Exploration Operating Company Limited
Britoil plc
Farburn industrial Estate,
Dyce.
Xxxxxxxx X00 OPS
Tel: (01224) 832000
Fax: (01224) 725273
Telex: 739831
Direct Line: (01224) 832602
Direct Fax: (01224) 833933
Reference:
MAN/PRO/35.
8th September 1995
CONTRACT AGREEMENT to:-
CONTRACT NO. 101237
ATLANTIC FRONTIER PROGRAMME
PROVISION OF CONSTRUCTION SUPPORT VESSEL
SERVICES FOR FOINAVEN DEVELOPMENT
INITIAL SERVICES AGREEMENT
This Contract made between Britoil Public Limited Company (hereinafter
referred to as "Britoil") acting on behalf of itself and the other Co-
venturers who currently have a beneficial interest in the Foinaven Field
and Reading & Xxxxx (Caledonia) Limited (hereinafter referred to as the
"Contractor"), records the terms and conditions under which the
Contractor shall provide the necessary vessel, equipment, marine crew
complEment and vessel maintenance and shore side management team to
support construction activities for the Foinaven Development
(hereinafter collectively referred t as the "Services") all as more
particularly described elsewhere in the Contract.
It is hereby agreed as follows:-
1. CAPACITY OF BRITOIL
1.1 Britoil enters into this Contract as agent or trustee for and on
behalf of itself and the other Co-venturers but notwithstanding
this fact:
(i) The Contractor agrees to look only to Britoil for the due
performance of the Contract and nothing herein contained
shall impose any liability upon, or entitle the Contractor
to commence any proceedings against any Co-venturer other
than Britoil.
(ii) Britoil and only Britoil shall be entitled to enforce this
Contract on behalf of all Co-venturers as well as for
itself and for this purpose Britoil may commence
proceedings in its own name to enforce all obligations and
liabilities of the Contractor and to make any claim which
any of the Co-venturers may have against the Contractor in
relation to or arising out of this Contract, but subject to
the express defences, limitations and exclusions of
liability given to the Contractor in this Contract.
Britoil shall indemnify and hold harmless the Contractor
against any actions taken by Co-Venturers contrary to the
provisions of the sub-clause.
1.2 Wherever in this Contract rights, benefits and/or indemnities
are expressed in favour of Britoil, or given by Britoil, such
rights, benefits and/or indemnities shall apply equally to the
other Co-venturers, Affiliates and their respective officers,
directors, employees and agents.
1.3 Insofar as the Contractor enters into this Contract as agent or
trustee for its Sub-Contractors, Affiliates and their
respective officers, directors, employers and agents, wherever
in this Contract rights, benefits and/or indemnities are
expressed in favour of the Contractor, or given by the
Contractor, such rights, benefits and/or indemnities shall
apply equally to its Sub-Contractors, Affiliates and their
respective officers, directors, employees and agents.
1.4 Wherever in this Contract either party indemnities the other
party for loss or damage to its property, or for injury or
death to its personnel, such indemnity shall only apply to
property or personnel associated with this Contract.
2. CONTRACT DOCUMENTS
2.1 The documents listed below shall be deemed to form and to be
read and to construed as parts of the Contract.
This Contract Agreement together with
- Section "A": Scope of service
- Section "B": Remuneration
- Section "C": Conditions of Contract, with
- Attachment No. 1- Health, Safety, Welfare and Working
Environment
- Attachment No. 2- Contractor's Personnel
2.2 The terms and conditions contained within the above several
documents constitute the entire agreement between the parties
and supersede all previous communications, representations, or
agreements, either oral or written, between the parties hereto
with respect to the subject matter hereof, and no agreements or
understanding varying or extending the same will be binding
upon either party hereto unless in writing, signed by a duly
authorised officer or representative thereof in which writing
this Contract shall be specifically referred to.
2.3 The several documents forming this Contract are to be taken as
mutually explanatory of one another, but in the case on
ability, conflict or discrepancy, the documents shall be
considered in the order of precedence as listed in 2.1
3. DURATION
The Contract shall commence immediately following acquisition of
ownership by the Contractor of the nominated Vessel (the
"Commencement Date" currently anticipated to be on or about 7th
September 1995) and shall continue thereafter for a period of not
less than fifty (50) continuous calendar days and not more than one
hundred (100) continuous calendar days. Such period to be agreed
between Britoil and the Contractor on determination of the exact
scope of the Services.
4. AGREEMENT AND ACCEPTANCE
The Parties hereto accept the terms and conditions contained herein
and agree to be bound by them. The Contract is executed below by
duly authorized representative of the parties.
For and on behalf of Britoil Public Limited Company
___________________________(Signature)
___________________________(Date)
For and on behalf of Reading & Xxxxx (Caledonia) Limited
___________________________(Signature)
_________________________(Date)
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XXXXXXXX XX. 000000
XXXXXXXX FRONTIER PROGRAMME
PROVISION OF CONSTRUCTION SUPPORT VESSEL,
SERVICES FOR FOINAVEN DEVELOPMENT
SECTION "A"
SCOPE OF SERVICES
1. Description
Britoil requires the Contractor to provide construction support
vessel services from which others will undertake subsea work in the
Foinaven Field, West o Shetland. The subsea construction and hook-up
work in the Foinaven Field will include the activities listed below.
The subsea activities will be undertaken by the AFP Foinaven xxxxx
and subsea Alliances. The Contractor will be required to work
closely with these Alliances.
The Contractor will provide the nominated Vessel (and other
Contractors Equipment) for each Alliance to undertake the activities
below. The precise relationship between, and responsibilities of the
Contractor and the various Alliances are yet to be agreed.
2. 1995 Activities
The activities in support of which the Contractor shall provide the
Services include, but are not necessarily limited to:-
Flowline Termination Assembly Installation &
Flowline Pigging and Testing
The vessel will be fitted with handling equipment to allow
terminations of existing Foinaven subsea flowlines to be recovered to
surface, the flowline termination assembly (FTA) to be installed or
replaced and the flowline to be relaid.
The vessel will mobilise to Foinaven field around 7th September, 1995
to install or replace up to 14 FTA'S.
Subsea pigging and testing of these flowlines will also be undertaken
from the vessel. Pigs will be launched and recovered by ROV.
This work is anticipated to continue through to October.
DC1 Manifold Installation
On completion of above, the vessel will be used to transport to
location and install the Foinaven Drill Centre 1 manifold. It will
be installed via moonpool, using purpose designed and installed
lifting frame.
Work is anticipated to take 12 days, in October 1995.
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XXXXXXXX XX. 000000
XXXXXXXX FRONTIER PROGRAMME
PROVISION OF CONSTRUCTION SUPPORT VESSEL
SERVICES FOR FOINAVEN DEVELOPMENT
SECTION "B"
REMUNERATION
In full consideration of the satisfactory provision of the Services by
the Contractor, Britoil shall pay the Contractor as follows:-
1. The daily rate payable for the period of the first 100 continuous
days of Service from the Commencement Date shall be UK L20,000 per
day and shall continue until the Vessel is returned to Invergordon
at the end of such period.
2. Beyond the 100 day period, any further Services undertaken by the
Contractor with the unconverted vessel shall be charged to Britoil
at the rate of L25,000 per day.
Notes
(i) See Clause 18 of the Conditions of Contract (Section "C") for
provisions relative to remuneration in the event of non-
performance by the Contractor.
(ii) Any days when the Contractor is unable to perform for the reasons
set out in said Clause 18 shall not be counted within the first
100 day period.
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
XXXXXXXX XX. 000000
XXXXXXXX FRONTIER PROGRAMME
PROVISION OF CONSTRUCTION SUPPORT VESSEL
SERVICES FOR FOINAVEN DEVELOPMENT
SECTION "C"
CONDITIONS OF CONTRACT
INDEX
CLAUSE TITLE
NO.
1. DEFINITIONS
2. BRITOIL'S REPRESENTATIVE
3. CONTRACTOR'S REPRESENTATIVE
4. CONTRACTOR'S EQUIPMENT
5. CONTRACTOR'S PERSONNEL
6. BRITOIL'S PERSONNEL
7. HEALTH, SAFETY, WELFARE AND WORKING ENVIRONMENT
8. EQUIPMENT SUPPLIED BY Britoil
9. INFRINGEMENT
10. LIABILITY AND INDEMNITY
11. INSURANCE
12. SUNKEN EQUIPMENT AND MATERIALS
13. INVOICING AND PAYMENT
14. AUDIT
15. ASSIGNMENT AND SUB-CONTRACTING
16. TERMINATION WITHOUT CAUSE
17. TERMINATION WITH CAUSE
18. NON-PERFORMANCE BY CONTRACTOR
19. SUSPENSION
20. TAX INFORMATION AND INDEMNITY
21. INDEPENDENT CONTRACTOR
22. CONFIDENTIAL INFORMATION
23. PUBLICITY
24. COMPLIANCE WITH LAWS AND REGULATIONS
25. CONDUCT OF CONTRACTOR
26. FREEDOM FROM LIENS
27. RECORDS AND REPORTS
28. INSPECTION OF SITE
29. LIQUIDATION OR INSOLVENCY
30. FORCE MAJEURE
31. NOTICES
32. LIQUIDATED DAMAGES
33. APPLICABLE LAW AND LANGUAGE
Attachment No. 1 - Health, Safety, Welfare and Working Environment
Attachment No. 2 - Contractor's Personnel
Attachment No. 3 - Form of Mutual Hold Harmless Arrangement
In this Contract the following words and expressions shall have the
meanings assigned to them, except where the context otherwise requires.
1. DEFINITIONS
1.1 "Affiliate" as applied to Britoil shall mean and include The
British Petroleum Company plc and any company which is a
subsidiary of The British Petroleum Company plc within the
meaning of the Companies Xxx 0000.
1.2 "Affiliate" as applied to the Contractor or any Sub-contractor
shall mean and include the Contractor's or any Sub-contractor's
ultimate holding company and any company or corporation which is
a direct or indirect subsidiary of the latter.
1.3 "Attachment" shall mean the attachments hereto marked 1, 2 and 3
of this Section "C", which form part hereof.
1.4 "Britoil" shall mean Britoil Public Limited Company having a
place of business at Xxxxxxxx Xxxx, Xxxxxxx Xxxxxxxxxx Xxxxxx,
Xxxx, Xxxxxxxx, XX0 OPB and shall include Britoil Public Limited
Company's legal personal representatives, successors and
permitted assigns.
1.5 "Britoil's Equipment" shall mean any Britoil owned equipment,
materials and supplies that may be provided by Britoil under the
Contract.
1.6 "Britoil Personnel" shall mean the persons employed by Britoil,
its Co-venturers or its or their Affiliates in connection with
the Services.
1.7 "Britoil's Representative" shall mean the person or persons
appointed as such by Britoil (and notified in writing to the
Contractor) to perform the functions set out in Clause 2 hereof
and shall include any other person or persons notified in writing
as deputy at the Site.
1.8 "Contractor" shall mean Reading & Xxxxx (Caledonia) Limited
having its registered office at Xxxxxx House, 0 Xxxxxx Xxxxxx,
Xxxxxxxx, Xxxxxxxxx XX0 0XX and shall include Reading & Xxxxx
(Caledonia) Limited legal personal representatives, successors
and permitted assigns (for avoidance of doubt, Contractor's
Equipment does not include the provision of equipment of third
services provided by, or for the account of Britoil).
1.9 "Contractor's Equipment" shall mean the Vessel (as defined below)
and all other items of plant, equipment, miscellaneous materials
and consumables provided by the Contractor and where appropriate
its Sub-contractors in connection with the Services.
1.10 "Contractors Personnel" shall mean the persons employed by the
Contractor, and where appropriate, Sub-contractors or its or
their Affiliates, in connection with the Services.
1.11 "Contractor's Representative" shall mean the person appointed as
such by the Contractor and notified in writing to Britoil to
perform the functions set out in Clause 3 hereof and shall
include any other person or persons notified in writing as a
deputy.
1.12 "Co-venturers" shall mean each of a:
Britoil Public Limited Company, a company incorporated in
Scotland whose registered office is at Xxxxxxxx Xxxx, Xxxxxxx
Xxxxxxxxxx Xxxxxx, Xxxx, Xxxxxxxx, XX0 OPB ("Britoil");
Britoil Public Limited Company, a company incorporated in England
whose registered office is at Britannic House, I Finsbury Circus,
London EC2M 7BA ("Britoil");
Shell UK Limited, a company incorporated in England whose
registered office is at Xxxxx-Xxx Xxxxx, Xxxxxx, Xxxxxx, XX0X ODX
("Shell");
1.13 "Event of Default" shall mean an event where:
(a) an order is made or a resolution (whether requiring
confirmation or not) is passed for the winding up of the
Contractor; or
(b) (without the prior written consent of Britoil) the
Contractor suspends payment of its debts, becomes unable or
admits in writing its inability to pay its debts, makes a
general assignment for the benefit of or enters into any
composition or arrangement of any kind with its creditors,
ceases or threatens to cease to carry on business or
disposes of all or (without the prior written consent of
Britoil) a substantial part of its assets; or
(c) a receiver, administrator, administrative receiver or
trustee is appointed in respect of the Contractor or over
all or substantially all of its assets; or
(d) there occurs any of the events specified in (a) to (c) above
or any event analogous thereto in relation to Reading &
Xxxxx.
1.14 "Guarantee" shall mean the performance guarantee entered into by
Reading & Xxxxx with Britoil dated of even date herewith.
1.15 "Other Contractors" shall mean those contractors employed by
Britoil at the offshore Site for the purposes of, or in
connection with, the Services, excepting the Contractor and its
Sub-contractors, and which Britoil has notified the Contractor of
in writing prior to their locating to the offshore Site.
1.16 "Reading & Xxxxx" shall mean Reading & Xxxxx Corporation, a
Delaware Corporation, having its principal office at 000
Xxxxxxxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx XXX.
1.17 "Section" shall mean the attachments hereto marked Section "A",
"B" and "C", which attachments form parts of the Contract.
1.18 "Services" shall mean the services to be provided by the
Contractor under the Contract as more particularly described in
item 1 of Section "A" hereto and may include such other services
as may from time to time be formally agreed between the
Contractor and Britoil (for the avoidance of doubt, Services does
not include the provision of third party services provided by, or
for the account of Britoil).
1.19 "Site" shall mean any location on United Kingdom Continental
Shelf where the Contractor is providing the Services.
1.20 "Sub-contractors" shall mean those persons or companies of any
tier engaged by the Contractor in connection with the Services.
1.21 "Vessel" shall mean the semi-submersible support vessel "Iolair"
or such other appropriate vessel as may from time to time to
agreed between Britoil and the Contractor.
1.22 "Well" shall mean any well in connection with which the Services
are provide and for the purposes of this Contract shall mean and
include all facilities upstream of the loading flange on an oil
tanker or the connection flange to a fixed production platform.
Words importing the singular include the plural and vice versa where the
context so requires.
2. BRITOIL'S REPRESENTATIVE
2.1 Britoil's Representative shall be responsible for monitoring the
Services and shall, subject to the provisions of the Contract,
have the necessary authority to stop or suspend any part of the
Services which in his opinion is not performed to a satisfactory
standard.
2.2 In addition to the duties defined hereunder Britoil's
Representative is authorized to require that the Contractor
provide such other services that Britoil's Representative deems
necessary to ensure the safety of the Well and the completion of
the Services. All reasonable additional costs incurred by the
Contractor in complying with such requirement will be reimbursed
by Britoil.
3. CONTRACTOR'S REPRESENTATIVE
3.1 The Contractor's Representative shall be available at all
reasonable times and shall be authorized to receive, on behalf of
the Contractor, and arrange to execute all instructions in
connection with the Services received from Britoil's
Representative.
4. CONTRACTOR'S EQUIPMENT
4.1 The Contractor shall provide the Vessel and other Contractor's
Equipment suitably modified to support the performance of the
activities described in Section "A" hereto.
Equipment and services customarily supplied by third parties,
such as Coiled Tubing Unit, ROV Unit, stimulation equipment,
completion riser, and relate services, as well as, all subsea
tools, equipment and services are to be supplied by third parties
for account of Britoil.
4.2 Contractor's Equipment, including the Vessel, shall be fully
certified and/or classified by the Certifying Authority or
appropriate Statutory Authority prior to the commencement of the
Services hereunder. In addition, the Contractor shall maintain
such certification and classification in full effect for the
duration the Services.
5. CONTRACTOR'S PERSONNEL
5.1 The Contractor shall provide Contractor's Personnel in accordance
with attachment 2 hereto Section "D" and such additional
personnel as Britoil may, from time to time and on reasonable
notice, reasonably require.
5.2 At the written request of Britoil's Representative, the
Contractor shall, at its cost, secure the lawful removal of
Contractor's Personnel from duties under the Contract, who for
just cause, is unacceptable to Britoil. Contractor shall replace
any person so removed without delay at Contractor's expense with
a competent substitute approved by Britoil.
6. BRITOIL PERSONNEL
6.1 Britoil Personnel shall be suitably experienced, trained and
qualified to perform the obligations of Britoil under the
Contract.
6.2 At the written request of the Contractor, Britoil shall, at its
cost, secure the lawful removal of Britoil Personnel from duties
under the Contract, who for just cause, is unacceptable to the
Contractor.
7. HEALTH, SAFETY, WELFARE AND WORKING ENVIRONMENT
The Contractor shall comply fully with the provisions for Health, Safety
and Working Environment contained in Attachment 1 hereto.
8. EQUIPMENT SUPPLIED BY BRITOIL
8.1 Britoil shall provide Britoil Equipment as necessary for the
proper execution of the Services by the Contractor. Such Britoil
Equipment, if applicable, shall be stored by the Contractor on
the Contractor Equipment.
8.2 The Contractor shall use such Britoil Equipment solely for the
execution of Services.
8.3 The Contractor shall take all reasonable care of Britoil
Equipment in the Contractor's possession and return such Britoil
Equipment (where appropriate) to Britoil upon expiry of its use.
Any necessary servicing, maintenance repair of such Britoil
Equipment by the Contractor shall be carried out at mutually
agreed rates.
8.4 Britoil shall provide, and shall procure that Other Contractors
provide, to the Vessel prior to transportation to the
Contractor's Equipment all statutory, certification and COSHH
data relative to Britoil Equipment or Other Contractor's
equipment.
9. INFRINGEMENT
9.1 The Contractor shall hold harmless and indemnify Britoil from and
against all claims proceedings and liabilities for or on account
of infringement or alleged infringement of any patent rights,
design, trade xxxx or name or other protected right of any third
party or any legislation or regulation of any competent authority
with regard to the disclosure or use of any technology,
equipment, machinery, materials or process disclosed or provided
to Britoil the Contractor or Sub-contractors and shall defend at
its sole expense any and all such proceedings.
9.2 Britoil shall hold harmless and indemnify the Contractor from and
against all claims proceedings and liabilities for or on account
of infringement or alleged infringement of any patent rights,
design, trade xxxx or name or other protected right of any third
party of any legislation or regulation of any competent authority
with regard to the disclosure or use of any technology,
equipment, machinery, materials or process disclosed or provided
to the Contractor (either for its use or for use by any Sub-
contractor ) by Britoil and shall defend at its sole expense any
and all such proceedings.
9.3 Both parties shall at all times have the right to be represented
by their ow counsel and to participate in the defence of any such
proceedings if both shall be made parties defendant thereto.
Each party shall give notice in writing forthwith to other of any
such claims and proceedings as aforesaid and shall supply other
party with all information and documents in connection therewith
as it may reasonably require.
10. LIABILITY AND INDEMNITY
10.1
(a) The Contractor shall defend, indemnify and hold harmless
Britoil, from and against any and all liability for loss,
damage or destruction of the Contractor's Equipment and any
other property of the Contractor whether arising under
contract or in tort, and against all costs, claims,
demands, proceedings and causes of action resulting
therefrom, regardless of how such loss, damage or
destruction occurs, and irrespective of the negligence
(whether sole or contributory) or other fault of or breach
of duty or statutory strict liability of Britoil or Britoil
Personnel.
(b) Britoil shall defend, indemnify and hold harmless the
Contractor, from and against any and all liability for
loss, damage or destruction of Britoil's Equipment and any
other property of Britoil whether arising under contract or
in tort, and against all costs, claims, demands,
proceedings and causes of action resulting therefrom
regardless of how such loss, damage or destruction occurs,
and irrespective of the negligence (whether sole or
contributory) or other fault or breach of duty or statutory
strict liability of the Contractor or Contractor's
Personnel.
10.2 The Contractor shall defend, indemnify and hold harmless Britoil,
from and against any and all liability for death, illness or
injury to any Contractor's Personnel or the loss of or damage to
the property of Contractor's Personnel whether arising under
contract or in tort, and against all costs, claims, demands,
proceedings, and causes of action resulting therefrom, regardless
of how such death, illness or injury or loss of or damage to the
property occurred, irrespective of the negligence (whether sole
or contributory) or other fault or breach of duty or statutory
strict liability of Britoil or Britoil Personnel.
10.3 Britoil shall defend, indemnify and hold harmless the Contractor,
from and against any and all liability for death, illness or
injury to Britoil Personnel or the loss of or damage to the
property of Britoil Personnel whether arising under contract or
in tort, and against all costs, claims, demands, proceedings and
causes of action resulting therefrom, regardless of how such
death, illness o injury or loss of or damage to the property
occurred, irrespective of the negligence (whether sole or
contributory) or other fault or breach of duty or statutory
strict liability of the Contractor or Contractor's Personnel.
10.4 The Contractor shall assume all responsibility for and shall
defend, indemnify and hold harmless Britoil, from loss or damage
arising from pollution or contamination of any nature or
substance whatsoever by consumable products such as diesel,
lubricants or grease (except as otherwise provided in Sub-clause
10.5(d) below) originally taken to the Site by or on behalf of
the Contractor for the purpose of the conduct of the Services by
the Contractor irrespective of whether such loss or damage is
caused by the negligence (whether sole or contributory) or other
fault or breach of duty or statutory strict liability of the
Contractor or the Contractor's Personnel.
10.5 Subject to the provisions contained in Sub-clauses 10.1(a), 10.2
and 10.4, Britoil shall assume all responsibility for and shall
defend, indemnify and hold harmless the Contractor, from and
against any and all liability for loss, distraction or damage
arising from the following events whether in contract or in tort
and against all claims, demands, proceedings and causes of
actions resulting therefrom regardless of how such loss or
destruction occurs and irrespective of the negligence (whether
sole or contributory) or other fault or breach of duty, or
statutory strict liability of the Contractor or Contractor's
Personnel:
(a) loss of or damage to any Well or, for loss of or any damage
to any formation or reservoir or mineral resources.
(b) blowout or other uncontrolled flow of oil or gas or other
substances originating from any Well including the cost of
bringing the Well under control.
(c) loss or damage arising from pollution, contamination or
seepage other than as described in Clause 10.4 which results
from fire, blowout, cratering, or any loss of control of the
hole or other flow of oil, gas or other substances
originating or emanating from the Well.
(d) pollution or contamination arising from the disposal of oil
materials such as, but not limited to, oil emulsion, oil
based or chemically treated drilling fluids, contaminated
cuttings, lost circulation materials and other substances,
where the responsibility for disposal lies with Britoil.
10.6 Notwithstanding any other provision of the Contract, Britoil
shall not be liable for and the Contractor shall defend,
indemnify and hold Britoil, harmless from and against indirect or
consequential losses or damages (including, without limitation,
loss of profit, loss of product, loss of production or business
interruption) suffered by the Contractor in connection with the
performance of the Contract regardless of how such losses or
damages occur and irrespective of whether such loss or damage is
based on contract, negligence, statutory strict liability or
other breech of duty. Notwithstanding any other provision of the
Contract the Contractor shall not be liable for and Britoil shall
defend, indemnify and hold the Contractor, harmless from and
against indirect or consequential losses or damages (including,
without limitation, loss of profit, loss of product, loss of
production or business interruption) suffered by Britoil in
connection with the performance of the Contract regardless of how
such losses or damages occur and irrespective of whether such
loss or damage is based an contract, negligence, statutory strict
liability or other breach of duty .
10.7 Without prejudice to the other provisions of this Clause 10, the
Contractor shall defend, indemnify and hold harmless Britoil, and
its employees, servants and agents from and against any and all
liability for death, illness or injury to any third party or for
loss of or damage to any third party's property and against all
claims, demands, proceedings and causes of action resulting
therefrom, to the extent caused or contributed to by the
negligence, statutory strict liability, or other breach of duty
of the Contractor or its employees, servants or agents.
10.8 Without prejudice to the other provisions of this Clause 10,
Britoil shall defend, indemnify and hold harmless the Contractor,
and its employees, servants and agents from and against any and
all liability for death, illness or injury to any third party or
for loss of or damage to any third party's property and against
all claims, demands, proceedings and causes of action resulting
therefrom, to the extent caused or contributed to by the
negligence, statutory strict liability, or other breach of duty
of Britoil or its employees, servants or agents.
10.9 The Contractor shall use its best endeavours to enter into mutual
hold harmless arrangements with Other Contractors at the offshore
Site in respect of liabilities in relation to Contractor's and
Other Contractors' respective property and personnel.
A proforma mutual hold harmless document is attached to these
Conditions of Contract as Attachment 3, which shall form the
basis for such hold harmless arrangements.
10.10 Subject to the Contractor using its best endeavours to enter into
such mutual hold harmless arrangements with Other Contractors, to
the extent that the Contractor is unable to enter into such
mutual hold harmless arrangements due to any of the Other
Contractors:-
i) refusing to do so, or
ii) requiring indemnification on terms substantially and
materially more onerous to the Contractor than those set out
in Attachment 3,
then provided the Contractor has used its best endeavours to
settle such dispute, Britoil shall upon written request from the
Contractor indemnify the Contractor to the extent set out in sub-
clauses 10.1(b) and 10.3 in respect of such Other Contractor's
personnel and equipment.
10.11 The benefit of any indemnity given by an indemnifying party
pursuant to this Clause 10 shall extend to the indemnified party
its Co-venturers and its and their Affiliates and its and their
officers, directors, employees, servants and agents.
10.12 The indemnity obligations of this Clause 10 shall continue
notwithstanding the completion or termination of the Contract.
00.XXXXXXXXX
11.1 The Contractor shall provide and maintain or shall cause to be
provided and maintained, with a first class insurance company,
insurance adequate to cover its risks and liabilities hereunder
and to fulfil the requirements of national, local or other
government authority or other appropriate bodies.
11.2 The Contractor shall obtain from its underwriters a waiver of all
rights of subrogation in respect of the liabilities assumed by
the Contractor hereunder against Britoil, its Co-venturers and
their respective Affiliates in connection with the Services to be
performed hereunder. Furthermore the Contractor shall arrange
for Britoil, its Co-venturers and its and their respective
Affiliates to be named as additional assured on all policies of
insurance, to the extent of the liabilities assumed by the
Contractor under the Contract.
The Contractor shall procure that any Sub-contractor hereunder
obtains, from its underwriters of insurance, waivers of all
rights of subrogation as aforesaid and shall arrange for Britoil,
Co-venturer's and its and their respective Affiliates similarly
be named as additional assured on all policies of insurance.
11.3 The Contractor shall, ensure that, in addition to the
requirements of Clause 11.1 above, the following are provided and
maintained and require its Sub-contractors to effect and
maintain:
(a) Employer's Liability Insurance including, but not by way of
limitation, Maritime Employer's Liability Insurance, in
respect of its liability for loss, damage, injury or death
arising out of or in connection with the performance of the
Contract for a sum of not less than required by law or US
$500,000 per person, whichever is the greater.
(b) Protection and Indemnity Insurance and/or Marine Liability
Insurance with minimum policy limits equal to the
replacement value of the Vessel, provided by the Contractor,
with minimum cover of US $25 million and general third party
liability insurance with a minimum cover of L2 million.
(c) Hull and Machinery Insurance including, but not by way of
limitation, collision Liability Insurance with minimum
policy limits equal to market value of the Vessel, provided
by the Contractor.
(d) Wreck and debris removal insurance sufficient to comply with
the liabilities detailed in Clause 12.
(e) War risk insurance cover on the Contractor's Equipment.
11.4 The Contractor shall, if so requested by Britoil, provide Britoil
with copies of all its Certificates of insurance relating to the
Contractor's operations herein and shall produce to Britoil
either the aforesaid Certificates of Insurance or the current
premium receipts in respect thereof.
11.5 The Contractor shall give not less than thirty days (seven days
with respect to war risk cover) written notice to Britoil of any
intended material change to any of its insurance policies
including any change of Insurer through whom such insurance are
effected.
11.6 Britoil shall, to the extent of the liabilities assumed by
Britoil under the Contract, obtain from its underwriters a waiver
of all rights of subrogation in respect of the liabilities
assumed by Britoil hereunder against Contractor, its Affiliates
and the Sub-contractors in connection with the Contract.
12.SUNKEN EQUIPMENT AND MATERIALS
12.1 The Contractor shall at its own expense, if required by
Governmental authorities or if required by Britoil for
operational reasons, raise and remove from the sea-bed the
Contractor's Equipment, including any of the Contractor's
Equipment which may have been lost overboard due to any act or
omission of the Contractor or its Sub-contractors during the
course of operations hereunder or, otherwise deal with the
Contractor's Equipment in accordance with the Britoil
instructions, notwithstanding that the Contractor's Equipment,
may be insured and whether or not declared a loss.
12.2 In the event that Contractor fails to carry out its obligations
hereunder Britoil may buoy and light the sunken Contractor's
Equipment and, at its sole discretion, may elect, at anytime
thereafter, to raise, remove and dispose of same and shall
recover all costs and expenses so incurred from the Contractor.
12.3 Prior to moving the Contractor's Equipment from Site Britoil may,
at its own expense, conduct a sea-bed survey to satisfy itself of
the Contractor's compliance with its obligations hereunder.
Britoil's failure to timely notify the Contractor of sunken
Contractors Equipment shall relieve the Contractor of any
obligation to raise, remove and dispose of such Contractor's
Equipment. Nothing in this Sub-Clause shall relieve the
Contractor of its obligations to comply with the requirements of
Governmental authorities under Clause 12. 1.
13.INVOICING AND PAYMENT
13.1 Payment in respect of the Services performed by the Contractor
shall be made in accordance with the provisions of Section "B"
of this Contract.
13.2 Invoices, bearing this Contract's number, shall be rendered in
the currency(ies) specified in Section "B" and submitted to the
following address:-
Britoil Public Limited Company
x/x Xxxxxxxx Xxxxxxxxxx
Xxxxxxxx Xxxxx
Xxxx of Rubislaw
Xxxxxxxx Xxxxx
Xxxxxxxx XX0 0XX
Attention: Xx. X. Xxxxx
13.3 Subject to the provisions contained in Clause 13.4 below Britoil
shall pay invoices within 30 days of receipt into the
Contractor's nominated bank account or as otherwise agreed in the
Contract.
13.4 If Britoil shall dispute any invoice in whole or in part, it
shall advise the Contractor of the amount in dispute and shall
request a credit note for said amount. Such credit note shall be
required by Britoil before paying any undisputed items on the
invoice. Britoil shall endeavour to make such payments within
the original stipulated payment period from receipt of invoice.
Upon resolution of any disputed items the Contractor shall re-
invoice Britoil for such agreed sums previously invoiced and
credited.
13.5 Payment by Britoil of any invoice submitted by the Contractor
shall not discharge or release the Contractor from any of its
obligations under the Contract or be deemed approval or
acceptance of Services covered by such invoice.
13.6 Britoil may deduct from payments hereunder any withholding taxes
require by any United Kingdom Governmental Authority and shall
account therefor to the Government Authority. Britoil shall
provide the Contractor with original tax receipts or the official
documentation of amounts so deducted.
13.7 To the extent that payments to be made under this Contract are
subject to any Value Added Tax (VAT) the proper amount of such
tax shall be shown as a separate item on the Contractor's
invoice. All prices/rates contained in the Contract are
exclusive of VAT.
14.AUDIT
14.1 The Contractor, its Affiliates, Sub-contractors, suppliers and
agents, shall maintain true and correct sets of records in
connection with the Services and transactions related thereto and
shall retain all such records for a period of no less than twenty
four (24) months after expiry or termination of this Contract.
14.2 Britoil and Co-venturers, including any independent firm of
auditors appointed by Britoil or by the Co-venturers, shall have
the right at Britoil's expense to audit the relevant books and
accounts of the Contractor, including supporting documentation,
in relation to all reimbursable charges paid for by Britoil under
this Contract at any time up to two years from expiry or
termination of the Contract.
14.3 The Contractor shall make available to Britoil or the Co-
venturers or appointed auditors the relevant books and accounts
and supporting documentation requested by Britoil or the Co-
venturers or appointed auditors within fifteen days of the
written request for provision of such books, accounts or
documentation for the purposes set out in Clause 14.2.
14.4 In addition to Britoil's rights as shown in sub-clause 14.2,
Britoil shall have the right to be a party with the Contractor in
the joint inspection and audit of the records of Sub-contractors
or suppliers specific to the Services. The selection of sub-
contracts or purchase orders to be inspected and audited shall be
determined by Britoil.
14.5 Any incorrect payments, identified by any independent firm of
auditors, made by Britoil in respect of the aforesaid
reimbursable or other charges shall be reimbursed by or paid to
the Contractor as the case may be, within sixty (60) days of such
amounts being agreed by the parties.
15.ASSIGNMENT AND SUB-CONTRACTING
15.1 Britoil may assign all or any part of its rights, liabilities or
obligations herein to an Affiliate or Co-venturer upon the same
terms and conditions as those agreed between the parties hereto
by giving written notice of such assignment to the Contractor.
15.2 The Contractor shall not assign or sub-contract all or any part
of its rights, liabilities, or obligations herein without
Britoil's prior written consent, such consent not to be
unreasonably withheld.
Such consent, if given, shall not relieve the Contractor of any
of its liabilities or obligations under the Contract and
Contractor shall remain responsible for the acts, omission,
defaults and negligence of any Sub-contractor, its personnel or
agents as fully as if they were acts, omissions, defaults or
negligence of the Contractor, Contractor's Personnel or agents.
16.TERMINATION WITHOUT CAUSE
16.1 Without prejudice to and in addition to Britoil's rights stated
elsewhere in the Contract, Britoil may at its absolute discretion
terminate the Contract at any time without cause in whole or in
part on giving 30 days written notice subject to the provisions
of Clause 16.2.
16.2 If the Contract is terminated pursuant to Clause 16.1 by Britoil,
the Contractor and Britoil shall have the following rights,
obligations and duties:
16.2.1 Britoil shall assume and become liable for and shall indemnify
the Contractor against all obligations and commitments that the
Contractor may have therefore in good faith undertaken or
incurred in connection with the Contract and in accordance with
the terms thereof, including but not limited to contractual
obligations and commitments to Sub contractors. Britoil shall
thereupon be entitled to all rights, set-offs and benefits held
by the Contractor under or in connection with such obligations
and commitments.
16.2.2 Britoil shall reimburse the Contractor, insofar as such charges
shall not have already been covered by payments to the Contractor
for:
a) such portion or portions of the Services executed or
performed in accordance with the Contract up to the date of
termination.
b) documented and evidenced costs in respect of any expenditure
reasonably incurred by the Contractor in expectation of
completing the Services.
c) documented and evidenced additional demobilisation expenses
incurred above those already provided for in the Contract
after the date of termination, unless provision for the same
is made under the Contract.
d) such reasonable amount to be agreed between Britoil and the
Contractor with respect to expected profit, such amount being
proportionate to the elapsed duration of the Contract and its
initial expected duration.
16.2.3 In the event that the Contractor obtains work for the Vessel
prior to expiry of the period referred to in 16.1 above, then
Britoil's liability for payment under 16.2 shall be reduced by
the income received by the Contractor for said period.
17.TERMINATION WITH CAUSE
17.1 In the event of a breach by the Contractor of any of the terms
or conditions of the Contract or in the event that the
Contractor fails to proceed with the Services with due
diligence; or persistently or flagrantly neglects to carry out
its obligations under the Contract; or fails to maintain an
acceptable level of safety or comply with the requirements of
Clause 7 hereof; or fails to comply with any reasonable
instructions given to it in writing by Britoil or Britoil's
Representative in connection with the Services; or if the
Contractor subcontracts all or any part of the Services without
the prior consent of Britoil; or if the Contractor should
abandon the Contract, then Britoil may give notice in writing to
the Contractor to make good such breach, failure, neglect or
contravention and if so required, shutdown operations.
Should the Contractor fail to commence to remedy or refuse or
fail to prove to Britoil's satisfaction that it has taken, and
is continuing to take, measures to remedy the matters specified
in the notice within a period of not more than seven days or
such other reasonable longer period as Britoil may agree to,
Britoil shall have the right to terminate the Contract forthwith
upon expiry of the period of notice or upon such later date
determined by Britoil, subject to completion of operations to
secure the current activities.
17.2 The Contract shall be terminated upon the total loss (as
hereinafter defined) of the Contractor's Equipment or part
thereof so as to prevent it from carrying out the Services.
Such termination shall be at the date and time of such total
loss or at such time as the relevant part of the Contractor's
Equipment is no longer able to perform the Services as
aforesaid.
In the context of this Clause "total loss" shall mean an actual,
constructive, compromised or arranged total loss of the
Contractor's Equipment or any element thereof.
17.3 Britoil shall have the right to terminate the Contract if the
Contractor fails to maintain the Classification and/or
Certification of the Contractor's Equipment.
17.4 In the event that the Contractor's Equipment is shutdown for
repair and as a result the Contractor is prevented from
performing the Services for a continuous period of more than
fourteen days, other than whilst the Contractor is carrying out
modifications to comply with Britoil's requirements, then
Britoil shall have the right to terminate the Contract by giving
notice in writing to the Contractor.
17.5 In the event of termination under this Clause 17, Britoil shall
not be liable for any further payment to the Contractor other
than any payment which may be due in respect of Services
provided prior to the date of termination as to the Contractor
by Britoil.
18.NON-PERFORMANCE BY CONTRACTOR
In the event the Contractor fails to perform any of its obligations or
to provide any of the Contractor's Equipment or in the event that the
Contractor's Equipment fails to meet the manufacturer's recommended
performance for such equipment so as to make operations unsafe or to
reduce substantially the efficiency thereof, Britoil's Representative
shall notify the Contractor in writing specifying the nature of such
failure and shall require the Contractor to make good or procure that
it be made good that part of the Services which has not been performed
in accordance with the Contract. Should the Contractor fail to
remedy, or commence and proceed with timely due diligence to remedy
such default or failure within ten (10) calendar days (or such other
period as may be agreed), then Britoil shall, immediately thereafter,
without prejudice to any rights available to Britoil under common law
or statute, have the right to take any of the following actions:
(a) to require the Contractor to provide suitable alternative
Contractor's Equipment (including if appropriate an alternative
Vessel by mutual agreement); or
(b) to shut down operations until such time as the Contractor shall
have made good the specified failure. For any such period of
shutdown Britoil shall pay the Contractor zero dayrate; or
(c) to terminate the Contract if such failure is not remedied in
accordance with the revisions of Clause 17.1.
19.SUSPENSION
19.1 Britoil may at any time suspend the performance of the Services
or any part thereof by giving not less than seven days written
notice to such effect to the Contractor.
19.2 Britoil shall inform the Contractor of any specific requirements
it may have with regard to the safety of operations currently
that it requires the Contractor to implement prior to such
suspension being effected.
19.3 Any extra cost, including that occasioned by the subsequent
resumption of the Services, incurred by the Contractor in giving
effect to Britoil's instruction will be reimbursed by Britoil.
19.4 During the period of any such suspension, except where due to
the default or negligence of the Contractor or as in accordance
with Clause 19.5 below, Britoil will pay the Contractor in
accordance with the provisions of Section "B".
19.5 Subject to agreement between the parties hereto the Contract may
be suspended to enable the Contractor to use the Contractor's
Equipment to perform work for another operator.
Any special conditions applying to such suspension shall be
agreed in writing between Britoil and the Contractor.
00.XXX INFORMATION AND INDEMNITY
20.1 The Contractor shall pay any tax (except as otherwise provided
in Clause 13.7), and shall ensure that due payment is made by
its Sub-contractors under the Contract of any tax, which may be
assessed upon the Contractor or any such Sub-contractor in
connection with the activities of the Contractor or any such
Sub-contractor under the Contract.
20.2 The Contractor shall make all payments to its Personnel or to
its Sub-contractors net of tax or other deductions which the
Contractor is required to make in compliance with its statutory
obligations.
20.3 The Contractor shall supply and shall ensure that any of its
Sub-contractors under the Contract shall supply all information
to Britoil in connection with activities under the Contract as
may be necessary to enable Britoil or an Affiliate to comply
with the lawful demand for such information by any government
authority.
20.4 In the event that the Contractor or any of its Sub-contractors
or any of its or their employees are non-resident in the United
Kingdom for the purposes of Section 830 of the Income and
Corporation Taxes Xxx 0000, the Contractor, including any Sub-
contractor hereunder, shall make an application to the Inland
Revenue for the issue, to Britoil, of a Certificate under the
provisions of Paragraph 7 of Schedule 15 of the Finance Act,
1973.
In the event that the Contractor, including any Sub-contractor
hereunder, fails to procure that the Inland Revenue issue a
Certificate to Britoil, or such Certificate is subsequently
cancelled, then Britoil may withhold from any payment due to the
Contractor an amount which, in the reasonable opinion of
Britoil, represents the amount of tax which may be assessed on
Britoil by the government authorities in the event of non-
payment by the Contractor of any taxes which may be due arising
out of or in connection with the Services provided under the
Contract.
20.5 In the event that Britoil or any of its Affiliates are made
accountable under law for payment of any tax or penalty which
may be assessed on the Contractor or its Sub-contractor's or its
or their employees arising out of or in connection with the
Services provided under the Contract then Britoil shall, prior
to payment of any tax or penalty, give written notice to the
Contractor of the assessment.
The Contractor shall, without dispute as to the amount of tax or
penalty lawfully assessed , pay to Britoil the full amount of
any such tax or penalty within thirty days of the Contractor
receiving notification from Britoil of the assessment.
In the event that the Contractor fails to make such payment
Britoil may withhold, from the Contractor any payment due to the
Contractor, and amount equal to the aforesaid assessment.
20.6 The Contractor shall indemnify and keep indemnified Britoil
against any and all payments required to be made and losses,
costs or expenses of whatsoever nature incurred by Britoil as a
result of or in connection with any failure by the Contractor or
any of its Sub-contractor's to comply with the provisions of
this Clause.
20.7 For the purposes of this Clause only, the expression 'tax' shall
mean, where the context so admits, any tax, duty or other charge
of any nature whatsoever, including any penalty or interest,
assessed or levied on the Contractor in respect of the
Contractor's activities or the activities of its Sub-
contractor's or its or their employees under the Contract, by
any government or other authority having jurisdiction at the
Site.
20.8 The obligations contained in this Clause shall continue
notwithstanding completion or termination of the Contract.
20.9 Britoil shall provide to the Contractor the original receipt(s)
or other official documentation of any amounts withheld under
this Clause.
21.INDEPENDENT CONTRACTOR
The Contractor shall, in the performance of the Services, act as an
independent contractor and neither it nor Contractor's Personnel shall
have any authority to act as agent for or on behalf of Britoil.
22.CONFIDENTIAL INFORMATION
22.1 All information obtained by the Contractor during the course or
conduct of the Services shall be held confidential and shall not
be divulged by Contractor, Contractor's Personnel, its servants,
Sub-contractors or agents to any third party.
This obligation shall not apply to information which:
(i) is part of the public domain; or
(ii) was in the Contractor's possession prior to award of the
Contract and which Britoil did not notify the Contractor
as being confidential, or
(iii) was received from third parties having to the best of the
Contractor's knowledge the right to disclose such
information, or
(iv) is required to be disclosed by the Contractor or by its
Sub-contractors in order to comply with the requirements
of this Contract or of any law, regulations or authority.
22.2 The obligations contained in this Clause shall continue
notwithstanding the completion or termination of the Contract.
23.PUBLICITY
23.1 The Contractor shall not publish or permit to be published any
information about or photographs in connection with the Services
or about Britoil's business without the prior written consent of
Britoil.
23.2 The. obligations contained in this Clause shall continue
notwithstanding the expiry or termination of the Contract.
24.COMPLIANCE WITH LAWS AND REGULATIONS
24.1 The Contractor shall comply with, and give all notices required
by, an regulatory or statutory authority in relation to the
performance of the Contract. The Contractor shall ensure that
Contractor's Personnel observe and comply with all such laws,
rules and regulations or instructions required by any regulatory
or statutory authority.
24.2 Subject to the provisions of Clauses 9 and 10, the Contractor
shall indemnify Britoil against any and all penalties which may
be lawfully asserted or assessed because of the Contractor's
infraction of laws and regulations of any tier applicable at the
Site and Britoil shall indemnify the Contractor against any and
all penalties which may be lawfully asserted or assessed because
of Britoil's infraction of laws and regulations of any tier
applicable at the Site.
24.3 In the event of changes and/or amendments to the laws and
regulations governing the Contract, having an impact on the
Contractor's obligations under the Contract then, except where
such changes and/or amendments were already schedule to come
into effect during the Contract and had been announced prior to
the date hereof, Britoil shall reimburse the Contractor its
demonstrated reasonable additional costs incurred in connection
with such change. Such additional costs shall, if applicable,
take into consideration the remaining anticipated life and
future use of the Contractor's Equipment.
25.CONDUCT OF THE CONTRACTOR
25.1 The Contractor, shall not, and shall procure that its Affiliates
and Subcontractor's shall not, at any time during the Contract
or in any manner nor for any purpose whatsoever entice either
directly or indirectly any person employed by Britoil. The
Contractor shall have a procurement policy and procedures which
comply with the Britoil Policy on Business Conduct and Code of
Business Conduct. The Contractor will ensure that all
Contractor's Personnel involved in its procurement process are
familiar with the content of the policy and procedures.
25.2 The Contractor shall not, except for bona fide medical purpose,
keep or dispense any drugs or alcoholic liquors to any Personnel
on the Contractor's Equipment and will use every reasonable
effort to prevent any sale, barter, gift, dispensation or other
disposal of same to be made by any of the Contractor's
Personnel.
25.3 The Contractor shall take all reasonable precautions and shall
use its best endeavour to prevent any riotous or unlawful
behaviour by or amongst any of Contractor's Personnel.
26.FREEDOM FROM LIENS
26.1 The Contractor shall use its best endeavours to prevent the
imposition of any liens or attachments, arising out of the
Contractor's default, by or on behalf of any third party
including its suppliers, its Personnel or its Sub-contractor's
on Contractor's Equipment or Britoil's Equipment and shall hold
harmless and indemnify Britoil from and against the same.
26.2 If, notwithstanding the best endeavour of the Contractor, as a
result of the imposition of such liens or attachments Britoil
incurs costs or expenses or becomes liable for payment, then
Britoil shall have the right to withhold amount equal to any
such costs or expenses or payment incurred or made by Britoil
from any payments due to the Contractor hereunder.
26.3 No assignment or transfer by the Contractor of rights to monies
due to Contractor hereunder shall, unless Britoil has given its
prior written approval such assignment, have any force or effect
so far as Britoil's rights concerned until all such liens or
attachments shall have been completely discharge.
27.RECORDS AND REPORTS
The Contractor shall maintain and provide Britoil with copies of such
certificates, data and information relating to the Services, as
Britoil may reasonably request or as will enable Britoil to comply
with its statutory reporting obligation.
28.INSPECTION OF THE SITE
28.1 The Contractor shall be deemed to have satisfied itself in
respect of, but not limited to, the scope and nature of the
Services, local facilities, and environment conditions and all
other matters which may affect the performance of the Services.
28.2 The Contractor shall have no claim for extra payment nor shall
it be relieved or excused from any of its responsibilities,
liabilities or obligations hereunder arising out of Contractor's
failure to comply with the provisions of Clause 28.1 unless such
claim arises out of a change which became effective after, but
which was not public knowledge prior to, the date hereof or
arises out of erroneous information provided by Britoil or its
Affiliates.
29.LIQUIDATION OR INSOLVENCY
If the Contractor commences liquidation proceedings or becomes
insolvent, or has a receiving order made against it, or compounds with
its creditors, or being corporation commences to be wound up, not
being a members' voluntary winding up for the purpose of
reconstruction or amalgamation, or carries on its business under a
receiver for the benefit of its creditors or any of them, Britoil
shall be liberty either;
(i) to terminate the Contract forthwith by notice in writing to the
Contractor or to the receiver or liquidator or to any person in
whom the Contract may have become vested, or
(ii) to give such receiver, liquidator, or other person the option of
carrying out the Services subject to his providing a guarantee
for performance of the Services up to an amount to be agreed
without prejudice to any right of action or remedy which shall
have accrued or shall accrue thereafter to Britoil.
In the event of the voluntary winding up of the Contractor for the
purposes of reconstruction or amalgamation, the Contractor shall seek
the prior written agreement of Britoil to such reconstruction or
amalgamation, which agreement shall not be unreasonably withheld. The
Contractor shall obtain guarantees, satisfactory to Britoil, for the
continuing performance of the Contract from any reconstructed or
amalgamated company.
30.FORCE MAJEURE
30.1 A Force Majeure occurrence shall mean an occurrence beyond the
control and without the fault or negligence of the party
affected and which by the exercise of reasonable diligence the
said party is unable to prevent or provide against.
30.2 In the event of a Force Majeure occurrence neither party shall
be liable for failure to perform their obligations and both
parties shall bear their own respective costs arising from and
attributable to Force Majeure.
30.3 In the event of a single incident or occurrence of Force Majeure
lasting more than thirty (30) days, the parties hereto shall
agree an appropriate course of action which may include the
decision to terminate the Contract without this giving rise to
any claim for compensation from either of the parties hereto,
other than for the Services carried out up to the time of such
termination
31.NOTICES
31.1 All notices in respect of the Contract shall be given in writing
to the parties hereto at the address specified hereunder.
Notices shall be deemed to be given when sent by registered mail
or telex or delivered by hand and a receipt obtained.
31.2 Notices to the Contractor shall be sent to:-
Reading & Xxxxx (Caledonia) Limited
Xxxxxx Xxxxx
Xxxxxxxxxx Xxxxxx
Xxxxxxxx Xxxxxxxxxx Xxxxxx
XXXXXXXX XX00 0XX
Attention: A. Bakoni
Fax No. (01224) 690355
31.3 Notices to Britoil shall be sent to:-
Britoil Public Limited Company
Xxxxxxx Xxxxxxxxxx Xxxxxx
Xxxx
XXXXXXXX XX0 0XX
Attention: Nominated Britoil Representative and copied to
Contracts and Procurement Manager, Atlantic Frontier Programme.
Telex no: 739831 and Fax no. 00000 000000.
32.LIQUIDATED DAMAGES
32.1 In addition to and notwithstanding the provision of Clause 29,
it is the intention of the Parties that the liability of the
Contractor and Reading & Xxxxx for its or their inability to
perform the Services under this Contract as a result of an Event
of Default shall be regulated by the provisions of this Clause
32. Britoil therefore agrees that it shall only be entitled to
recover from Reading & Xxxxx and/or the Contractor and Reading &
Xxxxx and/or the Contractor shall only be obliged to pay to
Britoil liquidated and ascertained damages in accordance with
the following clauses 32.2 and 32.3 if the Contractor and/or
Reading & Xxxxx fails to perform the Services which it is
obliged to perform under this Contract and/or the Guarantee
following an Event of Default and not otherwise and Britoil
shall not be entitled to demand liquidated and ascertained
damages as aforesaid if termination of this Contract occurs by
reason of the term or duration thereof having expired.
32.2 If an Event of Default occurs and the Contractor and/or Reading
& Xxxxx are unable to perform the Services as aforesaid Britoil
shall have the right t recover either directly from Reading &
Xxxxx (under the Guarantee) and/or Contractor (under this
Contract) or, (at Britoil's sole discretion) by deducting from
any monies due or which may become due to the Contractor the sum
"LD" which sum shall be calculated as follows:
LD=NR x (CR - the Rate)
Without prejudice to the liability of the Contractor the
liability of Reading & Xxxxx in respect of LD under the
Guarantee shall not exceed US $500,000.
32.3 Such payment as aforesaid by Reading & Xxxxx and/or Contractor
shall be liquidated and ascertained damages for any such Event
of Default and Reading & Xxxxx and the Contractor acknowledge
that the foregoing assessment comprises a genuine pre-estimate
of Britoil's loss. Payment of liquidated damages by Reading &
Xxxxx and/or the Contractor (to the full extent due under the
Guarantee and this Contract respectively) or the deduction
thereof by Britoil (to such extent) shall relieve Reading &
Xxxxx and/or the Contractor from its or their obligations under,
the Guarantee(insofar only as it relates t this Contract) and
the Contract.
32.4 For the purposes of this Clause 32 the following words and
expressions shall have the following meaning:-
"CR" means the day rate which an independent maritime surveyor
of international repute deems to be the then current open
market day rate in the Operating Area for a vessel
equivalent in respect o specification and standard to the
Vessel. The rate ascertained by such surveyor shall be
final and binding on the parties and the costs o such
surveyor shall be borne by Britoil;
"NR" means the number of days remaining under Section B -
Remuneration this Contract from the date of the Event of
Default; and
"Rate"means the rate payable under Section B - Remuneration of
this Contract.
32.5 In the event that the Contractor does not pay the liquidated
damages or there is no deduction thereof by Britoil in terms of
this clause 32 Reading & Xxxxx liability under the Guarantee
(insofar as it relates to this Contract) shall not exceed US
$500,000.
33.APPLICABLE LAW AND LANGUAGE
The Contract shall be governed by and construed in accordance with
English Law and the parties hereto agree to submit to the jurisdiction
of the English Courts. The ruling language of the Contract shall be
English.
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CONTRACT NO. 101237
PROVISION OF CONSTRUCTION SUPPORT VESSEL SERVICES
FOR FOINAVEN DEVELOPMENT
ATTACHMENT NO. 1 TO SECTION "C"
HEALTH, SAFETY AND ENVIRONMENTAL MANAGEMENT
ITEM TITLE
1. Health, Safety and Environmental Management System
2. Compatibility Of HSE Management Systems
3. HSE Plan
4. Reporting
5. Statutory and Other Requirements
6. HSE Performance Standards
7. Working Conditions
8. Occupational Health and Medical Fitness
9. Waste Disposal and Environmental Safeguards
10. Right of Audit
11. Additional Documents
0.Xxxxxx., Safety and Environmental Management System
1.1 Britoil places prime importance on health, safety and
environmental ("HSE") issues and requires that its contractors
and their sub-contractors subscribe to and actively pursue the
highest standards of HSE performance. The Contractor shall
therefore observe and comply with these HSE provisions.
1.2 The Contractor shall perform the Service under a formal system
which follows the principles outlined in the Health and Safety
Executive publication HS(G)65 "Successful Health and Safety
Management", as may be revised from time to time.
1.3 The Contractor's HSE management system shall be adequately
documented and shall be shown to be effective in implementing the
aims and objectives of the Contractor's HSE policy.
Without prejudice to the foregoing generality, the Contractor's
HSE management system shall:-
(a) incorporate measures which demonstrate that all Personnel
are competent to perform their tasks safely; and
(b) ensure that in the performance of the Service, all hazards
to the health of Personnel, Britoil staff and third parties
have been identified, assessed and eliminated where
possible or being controlled through formal planning
methods and procedures.
1.4 The Contractor shall be responsible for ensuring that all
Subcontractors and their personnel understand the principles and
requirements of these HSE provisions and that similar standards
apply to Subcontractor's HSE management systems.
2.Compatibility Of HSE Management Systems
2.1 The Contractor's HSE management system shall, where relevant, be
compatible with Britoil's HSE management system. The Contractor
shall liaise with the Britoil Representative to ensure that the
roles and responsibilities in both systems are clearly defined
and allocated and are clearly understood by all parties involved
in the Service.
2.2 Within the framework of his HSE management system, the Contractor
shall work to HSE performance standards which are compatible with
those in the Britoil HSE Management System.
2.3 Any critical interfaces between the Contractor and Britoil shall
be documented in the Contractor's Safety Management System
Document.
2.4 Where applicable, the Contractor shall ensure that similar
standards apply to the HSE management systems used by all Sub-
contractor(s).
3.HSE Plan
3.1 The Contractor shall prepare a plan for the management of all HSE
aspects of the Service, known as the "HSE Plan". The HSE Plan
shall be based on the requirements of the HSE management system.
3.2 The HSE Plan shall include an assessment of all identifiable HSE
risks associated with the Service and shall indicate the proposed
method of controlling those risks to an acceptable level. It
shall also include measurable and realistic targets for HSE
performance, covering, but not necessarily limited to:-
- Frequency of injuries which result in lost time (i.e. unfit
to resume normal duties the next day or next shift).
- Number of statutorily reportable events.
- Injury severity data.
- Predetermined targets for environmental emissions and waste
production.
- A follow-up system to ensure that all remedial actions
required by Britoil and from the Contractor's own reviews
and investigations of accidents and incidents are closed
out.
3.3 The HSE Plan shall include details of the proposed method of
auditing the effectiveness of the Contractor's HSE management
system as applied to the Service.
3.4 The HSE Plan shall form part of the Contract. It shall be
reviewed at least annually and updated as necessary to
incorporate any proposed changes to the Service and/or Contract.
4.Reporting
4.1 The Contractor shall prepare a quarterly written HSE report to
the Britoil Representative, covering the following matters as
relevant:-
- Progress made against the HSE Plan.
- An overview of all accidents and near-miss events.
- Performance against HSE targets.
- Total working hours for all Personnel.
- Details of the quantity and nature of any emissions and
waste generated.
- A summary of any equipment QAI reports.
- Copies of all inspection reports, including those provided
to external bodies.
- A summary of the status of remedial actions.
4.2 The Contractor shall also prepare an annual HSE report which
summarises his performance and that of Sub-contractor(s) during
the performance of the Service in the preceding year. This
report shall include the cumulative total number of accidents
near-misses and hours worked.
5.Statutory and Other Requirements
5.1 The Contractor shall observe and comply with all relevant and
current statutory requirements, approved codes of practice and
official guidance on HSE matters issued by the UK Government.
5.2 The Contractor shall take all necessary steps to ensure that all
Personnel comply with all relevant HSE legislation and guidance.
6 .HSE Performance Standards
6.1 The Contractor shall comply with Britoil's "Technical Integrity
Performance Standards" in the management of Technical integrity
as relevant to the service.
6.2 Where necessary and appropriate, the Contractor shall seek advice
from Britoil's HSQ Department on the interpretation of the HSE
Practices.
7.Working Conditions
The Contractor shall ensure that all Personnel are:-
(a) fully conversant with the working conditions at the work site,
the rules and standards relating to the Environment and the
hazards and risks associated with the Service to be provided.
(b) fully aware that they are expected to bring to the immediate
notice of their Supervisor all health, safety and environmental
risks which they believe not to be under adequate control, so
that action may be taken to prevent potential injuries or other
losses and provide a safe and healthy workplace.
8.Occupational Health and Medical Fitness
8.1 The Contractor shall ensure that all Personnel are medically fit
for the work to be done.
8.2 The Contractor shall formally advise the Britoil Representative
of any known medical disability or condition of any Personnel
which may adversely affect their own health and safety, or the
health and safe of others.
9.Waste Disposal and Environmental Safeguards
The Contractor and any Sub-Contractor(s) shall at all times in
providing the Service act to minimise the total quantity of wastes
arising from the performance of the Service and shall, in the conduct
of the Service and following completion thereof observe and comply
with all laws and regulations concerning the production, carrying,
keeping, treating and/or disposal of waste. If required by law, the
Contractor and or Sub-Contractor(s) shall forthwith register as a
Registered Waste Broker or Licensed Waste Manager.
10.Right of Audit
Britoil reserves the right to audit the Service to assure itself that
HSE matters are being managed and controlled in accordance with the
declared requirements of the Contractor's HSE management system and
Britoil's HSE performance standards.
11.Reference Documents
The following reference documents are available for review at
Britoil's Aberdeen offices by application to the Britoil
Representative:-
HSE Management System, Document No. HSQ 10.02.05.
HSE Practices, Document No. HSQ 00.04.01.
Safety Training Standards, Document No. HSQ 34.02.01.
Technical Integrity Performance Standards, Document No. XEG-G-93-W29
============================================================================
CONTRACT NO. 101237
PROVISION OF CONSTRUCTION SUPPORT VESSEL SERVICES
FOR FOINAVEN DEVELOPMENT
ATTACHMENT NO. 1 TO SECTION "C"
CONTRACTOR'S PERSONNEL
The following provisions shall apply to the Contractor with respect to
the provision of Contractor's Personnel for the provision of the
Services. Any and all costs associated with compliance with these
provisions are to the Contractor's account.
Numbers and Categories
The Contractor has the full responsibility for ensuring that with
respect to the overall Services being provided by the Contractor,
sufficient numbers of appropriately trained, certified, experienced and
qualified disciplines of Contractor's Personnel are available all times
to conduct all aspects of the Services in a safe, diligent and efficient
manner commensurate with good oil field practice.
The Contractor recognises that during the provision of the Services the
xxxxxxx level requirements will require adjustment to suit the actual
operational situation. The Contractor will utilise its best efforts to
ensure xxxxxxx levels are optimised to the most appropriate technical
and commercial levels for the benefit of this Atlantic Frontier
Programme, Clair 1996 Extended Test as a whole.
The Contractor to advise Britoil
The Contractor's Representative shall advise the Britoil Representative
at the outset of the Services the projected number of Contractor's
Personnel proposed over the duration of the Services. It shall be the
responsibility of the Contractor's Representative to advise the Britoil
Representative of any significant adjustment to the previously advised
xxxxxxx levels.
Any material adjustment to the number of Contractor's Personnel engaged
by the Contractor that impacts the remuneration provisions of the
Contract shall be formally agreed and registered by the Britoil
Representative and the Contractor's Representative.
Safety, Medicals and Survival Training
The Contractor shall ensure that all Contractor's Personnel are suitably
trained and skilled for the tasks to be undertaken, that they are in
possession of valid medical and combined fire fighting and survival
training certification throughout the duration of the Contract.
The requirement for such training and medicals shall be in accordance
with good oil field practice and as provided for within the current
UKOOA guidelines, except relation to personnel involved solely with the
flowline, tanker or tanker support vessel who will only occasionally
transfer to the rig.
The Contractor shall ensure that periodic training in relation to
safety, accident prevention and protection of the environment is carried
out at the Location. Training for specialised operations shall also be
provided. Records of such training and safety meetings shall be held by
the Contractor.
Safety Equipment and Protective Clothing
The Contractor shall ensure that adequate safety equipment and personal
protective clothing is available at all times to Contractor's Personnel.
Such safety equipment and protective clothing shall be to
internationally recognised standards and be suitable for the service and
environment that Contractor's Personnel are working in.
Passports
The Contractor shall ensure that Contractor's Personnel are in
possession of valid passports where applicable.
=============================================================================
CONTRACT NO. 101237
PROVISION OF CONSTRUCTION SUPPORT VESSEL SERVICES
FOR FOINAVEN DEVELOPMENT
ATTACHMENT NO. 1 TO SECTION "C"
MUTUAL INDEMNITY AND HOLD HARMLESS AGREEMENT
ENTERED INTO THIS............... DAY OF ............. 1995
BETWEEN:
(1)
(2)
etc
(hereinafter collectively referred to as the "SIGNATORIES "
Whereas:
(A) Britoil Public Limited Company (hereinafter referred to as
"Britoil") has entered into a contract or agreement with each of
the SIGNATORIES regarding the performance of services for
Britoil's operations in connection with, related to, or in
support of the Service (hereinafter referred to as "OPERATIONS");
(B) Britoil and each of the SIGNATORIES intended to enter into,
contracts or agreements with other contractors for the
performance of services in connection with, related to, or in
support of the OPERATIONS and certain of said other contractors
have signed, or may sign, counterparts or like mutual Agreements;
and
(C) The SIGNATORIES wish to modify the relationship inter se at
common law and avoid entirely disputes as to their liabilities of
damage or injuries to their respective property or employees;
Now, therefore, each of the SIGNATORIES in consideration of the
reciprocal covenants of each of the other SIGNATORIES agrees with them
that:
1. Indemnities by the SIGNATORIES
In relation to the carrying out of the OPERATIONS, each of the
SIGNATORIES shall be solely responsible for and shall defend,
indemnity and hold harmless the other SIGNATORIES (and their
respective GROUPS as defined below) against all loss, damage, costs,
expenses, claims or liability (including but not limited to legal
expenses) arising out of any claim or cause o action for.-
(i) sickness of, personal injury to or death of PERSONNEL (as defined
below) of the indemnifying SIGNATORY and/or of any members of its
GROUP, and
(ii) loss of or damage to any PROPERTY (as defined below) of the
indemnifying SIGNATORY and/or of any members of its GROUP; and
(iii) indirect, consequential or economic losses or damages
suffered by the indemnifying SIGNATORY and/or any members
of its GROUP (including but not limited to, loss of profit,
loss of use, vessel downtime, loss of production and
business interruption); and
(iv) pollution damages of whatsoever nature which are caused by the
escape discharge or emission from the PROPERTY of the
indemnifying SIGNATORY and/or any members of its GROUP, or within
their respective care, custody and/or control and
(v) any other losses, damages, liabilities, obligations or duties of
any kind of the indemnifying SIGNATORY and/or any member of its
GROUP,
arising out of or any way connected with the OPERATIONS howsoever cause
and irrespective of negligence in any form or other breach of duty
(statutory, contractual or other) on the part of any of the SIGNATORIES
and/or any members of their respective GROUPS and any other form of
liability including but not limited to strict liability.
2. Definitions, etc., Applicable to this Agreement
In this Agreement the following definitions apply:
(i) "GROUP" in relation to a SIGNATORY means the SIGNATORY in
question and its sub-contractors and its and their holding
subsidiary and affiliated companies of any tier and its and their
respective PERSONNEL.
(ii) "PERSONNEL" in relation to a SIGNATORY (or any member of its
GROUP) means its officers, directors, employees and agents
(including any person hired as a consultants and agency staff
hired through an employment or other agency).
(iii) "PROPERTY" in relation to a SIGNATORY (or any member of its
GROUP) includes vessels, equipment, machinery, tools, materials,
supplies, and other objects or items owned, rented, leased,
chartered or otherwise belonging to the party in question or the
member of the GROUP in question.
3. Co-operation in Relation to Claims
Each of the SIGNATORIES shall obtain endorsements (on all relevant
insurances effected or maintained by it which covers risks and
liabilities expressly assumed under the indemnities contained herein)
confirming that the underwriters and/or insurers of such insurances
waive all rights of subrogation against the other SIGNATORIES and their
respective GROUPS to the extent of the said risks and liabilities
expressly assumed hereunder.
