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10.9.2
MANAGEMENT AGREEMENT
between
SIMON-HORIZON LIMITED
and
ERVIK MARINE SERVICES A/S
M.V. "SEAWAY LABRADOR"
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MANAGEMENT AGREEMENT
for
M.V. "SEAWAY LABRADOR"
It is agreed between Simon-Horizon Limited, Horizon House, ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (hereinafter called the "Company") (being
disponent owners of M.V. "SEAWAY LABRADOR" (hereinafter called the "Vessel")
under a demise charterparty ("the Head Charter") to be entered into between
Company and the Royal Bank of Scotland (Industrial leasing) Limited ("the
Registered Owners") as registered owners of the vessel) of the first part and
Ervik Marine Services A/S, ▇▇▇▇▇▇▇▇▇▇ ▇, ▇-▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ (hereinafter
called the "Mangers") of the second part as follows:
1. Nature of Service
1.1 Company hereby appoints Managers to manage the Vessel and to perform
and provide, inter alia, the services specified in this Agreement and
Managers hereby agree to manage the vessel as described in Schedule A
herein and to perform and provide such services from the time
specified in Clause 2.1 of this agreement.
1.2 Company shall employ the Vessel throughout the world in lawful
activities for marine geophysical and/or oceanographic and/or
associated or related duties as required by Company.
2. Commencement
2.1 Management of the Vessel by Mangers shall commence on the 20th day of
December, 1990.
2.2 Upon commencement of the Management of the Vessel under this Agreement
by Managers, a joint survey of the Vessel shall be undertaken by
Company and Managers to determine the precise condition of the Vessel
and its equipment.
3. Managers to Provide
3.1 In consideration of the payment by Company of the Management Fees in
accordance with Clause 9.1. of this Agreement, Managers shall provide
(except as otherwise specified) all services, spares, replacement
parts (excluding same for seismic equipment) and other items referred
to herein entirely at the cost of Managers without any right of
reimbursement from Company.
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3.2 The Managers shall provide and pay for all wages for Officers and Crew
(including all overtime and bonus payments), travel expenses within
the United Kingdom for Officers and Crew, provisions, insurance of the
Vessel (including hull and machinery and protection and indemnity
insurance) for all deck and engineroom store, and the expenses of
maintaining the hull and machinery (excluding seismic equipment) in
the thoroughly efficient state during the duration of this agreement
including (but not limited to) the expenses of providing replacement
parts, equipment or spares, drydocking and other external services
provided in relation to the maintenance of the hull and machinery as
aforesaid.
3.3 The Managers shall also provide and pay for all bedding, crockery and
galley equipment, including the necessary renewal of same, for
officers, Crew and Company's personnel and their representatives,
cleaning materials for all cabins, common areas and work areas.
4. Managers to Provide and Company to Pay
4.1 Company shall be responsible for bunkers. Managers shall provide at
the best available price (with benefit of any reductions, rebates or
commissions) and Company shall reimburse Managers in respect of all
lubricating oils and fresh water (it being understood that the
acceptance of each supply (including bunkers) is the responsibility of
the Chief Engineer). Managers shall pay for and Company shall
reimburse Managers in respect of port charges, pilotages (whether
compulsory or not), canal charges and steersman, boatage, lights, tug
assistance in port when compulsory or at the Company's request or in a
situation when the Master deems same necessary for safety, consular
charges (except those pertaining to the Master, Officers and Crew),
agencies, meals supplied to Company or officials in their service and
their clients' representatives.
4.2 Company shall be responsible for reimbursing Managers for any
extraordinary or special taxes, other than those of the Nation of the
Vessel's Registry, levied on the Managers and/or the Vessel and/or the
Crew.
5. Excluded Ports
5.1 The Vessel shall not be ordered to nor bound to enter any place where
fever or epidemics are prevalent or to which the Master, Officers and
Crew are by Law not bound to follow the Vessel.
5.2 The Vessel shall not be ordered to nor bound to enter any ice bound
place where lights, lightships, marks or buoys are or are likely to be
withdrawn by reason of ice on the Vessel's arrival or where there is
risk that ordinarily the Vessel will not be able on account of ice to
reach her destination or get out. If, on account of ice, the Master
considers it dangerous to remain in any area or place for fear of the
Vessel being frozen in and/or damaged, he has liberty to sail to a
convenient open place and await the Company's fresh instructions.
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5.3 The Vessel shall not be obligated to force ice.
5.4 Save the above, the Company shall be entitled to require Managers to
sail the Vessel to any port or ports around the world without
exclusion.
6. The Vessel
6.1 From the time the Management of the Vessel commences this Agreement,
Managers warrant that the Vessel shall fully conform to the
specifications stated in Schedule A herein and shall in every way be
fitted and ready for service throughout the world (unless otherwise
stated in Schedule A).
6.2 Unless otherwise agreed in writing, the Vessel shall remain under the
Bahamas flag for the duration of the Management Agreement.
6.3 The Mangers may, subject to the approval of Company, appoint a
sub-manager for the Vessel. The Managers shall ensure that the
sub-managers duly appointed are made aware of the Managers obligations
under this Management Agreement.
6.4 The Managers shall not make any changes in the appointment of the
Vessel's sub-managers during the first year of this agreement unless
otherwise mutually agreed between Company and Managers beforehand.
6.5 The Company reserves the right, should they be dissatisfied with the
original sub-managers, to require the appointment of an alternative
sub-management company. Any alternative sub-manager shall be
nominated by Managers subject to Company's approval.
6.6 During the period of the Agreement, with the exception only of the
standby period, as per Clauses 7.2 and 9.2 herein, the Vessel shall at
all times with a minimum crew of twelve, namely:
Master
Chief Officer
Second Officer
Chief Engineers
Motorman
Second Engineer
Electrician
Two Able Seamen
Three Catering Personnel
See also Clause 9.3 herein.
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6.7 The Managers warrant that throughout the period of this agreement the
Vessel will be manned only by Officers and Senior Crew members who
shall be British Nationals and up to a maximum of four other Crew
members who can be Foreign Nationals however, should the Company and
Managers agree to amend this requirement any savings made shall be
divided equally between the Company and Managers. Should the Company
have reason to be dissatisfied with any amended crewing arrangement,
then Managers shall revert back to a one hundred percent complement of
British Nationals.
6.8 Throughout the duration of this agreement, the Managers warrant the
Vessel will be fully certificated and shall conform in every respect
with the Bahamas Flag and that all national and international trading
certificates, loadline, firefighting, life saving and other relevant
regulations are fully complied with and remain in full force and
effect.
6.9 The Managers warrant and agree to, at their sole expense: (1) keep the
Vessel in a thoroughly efficient state in hull, machinery and
equipment in good running order and in every respect seaworthy (2) pay
all wages, salaries, taxes and other benefits prescribed by Law for
the Master, Officers and Crew (3) operate and maintain the Vessel,
excluding seismic equipment, in accordance with all applicable State
and Federal Laws, rules and regulations of jurisdictions in which the
Vessel is working and carry onboard required documents.
6.10 Mangers shall comply with the requirements of Company in ensuring the
whole reach and burden and lawful decks of the Vessel shall be
available for Company's marine activities.
6.11 Managers have receive from Company copies of the following documents:
1. the Head Charter
2. The Conversion Contract dated 18 October, 1990 between
Moterenwerk Bremerhaven GMBH, Shipyard Germany.
3. the Conversion Contract to be entered into between the
Registered Owners and Company.
and hereby warrants to Company that Managers are fully aware of the
contents thereof and will comply at all times with the provisions
thereof.
7. Period of Management
7.1 Subject to Clause 8., Company's appointment of Managers as Managers of
the Vessel shall continue for a period of 10 years from the date of
commencement of the Management of the Vessel hereunder.
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7.2 The period of management will comprise of three parts:
AA. Pre-Conversion Period
An interim management period from the time the Vessel
is taken over by the Managers in December, 1990 until
the Vessel arrives at Motorenwerk Bremerhaven GMBH
(MWB) Shipyard, Germany on or about early January,
1991. During this period the terms of this agreement
shall apply in full.
BB. Conversion Period
A standby management period during the time the
Vessel arrives at the shipyard until the Vessel is
ready for Sea Trials on or about mid March, 1990.
During this period only limited management services
are required as may be specified by the Company to
the Managers.
CC. Post-Conversion Period
Upon completion of the conversion of the vessel, when
the Vessel is ready to commence Sea Trials, the terms
of the agreement shall apply in full thereafter, for
the remainder of this agreement.
8. Early Termination of Management Agreement
8.1 The Company shall have the sole right to terminate this Management
Agreement upon 35 days notice to Managers at any time and upon the
expiry of such notice the Company shall pay a lumpsum cancellation fee
of L. 150,000.00 (One Hundred and Fifty Thousand Pounds Sterling) to
the Managers. However, should the Company terminate this agreement in
accordance with Clause 17. of this agreement, no cancellation fee
shall then apply.
8.2 In the event of a termination of this Agreement in accordance with
Clause 8.1. above the liability of Company to pay the Management Fees
to Managers shall cease forthwith without prejudice to the rights of
the parties in respect of any amounts due from one to the other at the
time of termination and without prejudice to any claims which have
arisen between the parties prior to the date of termination.
8.3 In the event of a termination of this Agreement for any reason
whatsoever, Company and Managers shall undertake a joint survey of the
Vessel to determine the condition of the Vessel and its equipment at
such time, and Managers hereby warrant that the Vessel shall at the
time of termination of this Agreement be in the same condition as at
the time management of the Vessel commenced under Clause 2.1. above,
fair wear and tear
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excepted, and Managers shall indemnify Company in respect of any
breach of this warranty.
9. Management Fees
9.1 Commencing from the time of commencement of the management of the
Vessel by Managers until the time such management terminates in
accordance with the provisions hereof and subject to Clauses 15, 19
and 36, and the other relevant provisions of this Agreement Company
shall pay to Managers the following fixed daily Management Fees (or
pro rata for part thereof):
AA. Pre-Conversion Period - L. 2,625 (Two Thousand Six
Hundred and Twenty Five
Pounds Sterling) Per day.
BB. Conversion Period - As AA, less the costs not
incurred whilst under
conversion.
CC. Post-Conversion Period - As AA, plus "escalation"
Clause 9.5 plus any insurance
rate differential.
DD. Should the Vessel operate outside Europe, the daily rates as
hereinabove stated shall be increased, whilst specifically in
such areas, by the following maximum percentages:
Mediterranean/Middle East/Africa - 1.58% (One Point
Five Eight Percent)
United States Gulf and the Americas - 2.37% (Two Point
Three Seven Percent)
Far East/Australasia/Pacific - 3.15% (Three Point
One Five Percent)
9.2 The daily management fee stated in BB, hereinabove shall apply from
the time the Vessel is delivered to Shipyard, whilst the Vessel is
being converted by the Shipyard and shall be payable until such time
that the Vessel proceed to sea after conversion or until latest 1st
April 1991, whichever the earlier. It is agreed that during the
standby period, Managers will maintain a skeleton crew onboard, which
will include at least one engineer and one catering member. Company
shall have use of the Vessel's passenger accommodation during the
standby period and Managers shall provide catering facilities for the
Company's personnel, as required, with Company paying Managers the
victualling rate stated in Clause 10 herein.
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9.3 Should the Company require Managers to increase the ▇▇▇▇▇▇▇ level, as
stated in Clause 6. herein, Managers shall immediately increase the
▇▇▇▇▇▇▇ levels whereupon Company shall pay Managers daily increases in
total costs, including all travelling expenses.
9.4 If due to special Local Legislation in any areas where the Vessel may
operate during the currency of the agreement, where the Managers are
required to change part of all of the Crew or increase the ▇▇▇▇▇▇▇
levels of the Vessel to comply with such special Legislation, Company
shall reimburse Managers for any proven increase in crewing costs.
This Clause shall not be construed to relieve Managers from their
responsibility to provide at all times a fully qualified and
certificated Crew onboard the Vessel for worldwide trading.
9.5 The daily Management Fees stated in Clause ▇.▇.▇▇ shall be firm and
remain fixed (subject to adjustment in accordance with the provisions
of Clause 9.1.DD, 9.3. and 9.4. herein) until 31st March 1991.
Thereafter the daily Management Fees referred to in clause ▇.▇.▇▇
shall be increased on 1st April each year during the term of this
Agreement by an amount equal to 85% of the percentage increase (if
any) in the United Kingdom Retail Prices Index (or such other official
United Kingdom Retail Price Index published in substitution thereof)
for the month of March in that year over the figure of the United
Kingdom Retail Price Index in respect of the month of March in the
previous year.
10. Victualling.
10.1 Managers will provide victualling, which shall include three main
meals per day for the Company's personnel and/or their representatives
onboard the Vessel at the fixed rate of L. 9 (Nine Pounds Sterling)
per man per day. For the Pre-Conversion Period, then at a rate to be
agreed by latest 15th March, 1991 covering the balance of this
Agreement. However, this shall be subject to regular review between
Company and Managers.
10.2 Managers shall maintain a qualified catering team consisting of three
persons onboard the Vessel and meals shall be of high standard and
menus will be varied. The ▇▇▇▇ will provide the Company's Party
Manager onboard with a monthly menu in advance and Company reserves
the right to amend proposed menus, to ensure an acceptable level of
victualling is always maintained.
10.3 Company's personnel on night duty shall be allowed access to the
galley or other suitably designated area, where they can obtain cold
salads or light snacks, it always being understood that the Vessel's
catering personnel will not be on duty and that Company's own
personnel shall not interfere with galley equipment.
10.4 The Vessels' stewards shall clean Company's cabins at least twice per
week and change the linen once a week. Company's personnel shall have
access to at least one washing machine and a drying machine onboard.
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10.5 The Master shall maintain a bond onboard the Vessel limited to beer,
spirits and tobacco, which he shall procure at his own expense. The
Company's Party Chief, solely on behalf of the Company's own
personnel, shall be at liberty to purchase such items from the Master
at cost plus ten percent.
10.6 Company and Managers agree that any personnel in their employment
found to be under the influence of alcohol or drugs whilst onboard the
Vessel, shall be subject to instant dismissal.
11. Payment
11.1 Managers shall invoice Management Fees and victualling charges or
other amounts due from time to time hereunder per calendar month,
whereby Managers shall invoice Company on the fifteenth day of each
month worked and Company shall pay Managers so that the funds are
received by managers within thirty days of their invoice date.
11.2 In default of payment the Managers shall immediately inform Company in
writing of such default and should such default not be rectified
within seven days from such notice being given, the Mangers shall have
the right to withdraw their services from the Vessel after first
proceeding to a safe port, without noting any protest and without
interference by any Court or any other formality whatsoever and
without prejudice to any claim the Managers may otherwise have on the
Company under this Agreement.
11.3 Managers invoices for other costs due from Company shall be
accompanied by supporting documentation and shall be submitted to
Company whereafter Company shall make payment to Mangers within thirty
days from the invoice date.
12. Modifications and Additions to Vessel
12.1 Upon commencement of the management of the Vessel under Clause 2.1.
herein, Managers shall always ensure Company, their agents and
servants have full access at all times to the Vessel to undertake
modifications to the Vessel and embark and install their equipment.
12.2 All structural modifications and alterations undertaken by the Company
their agents or servants to the Vessel shall be at the Company's own
cost and shall be to the approval of the Vessel's Classification
Society and/or other relevant safety authorities.
13. Responsibility & Exemption
13.1 Company shall not be responsible for loss or damage to any property of
Managers, nor any personal injury or death of Managers personnel
howsoever or by whomsoever caused, even if caused by act, neglect,
default of Company, and Managers agree to indemnify
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Company against all consequences and liabilities arising from and in
connection with such loss or damage of personal injury or death of
Managers' personnel.
13.2 Provided Managers shall have complied with the insurance requirements
of Clause 14. hereof Managers shall not be responsible for damage to
property of Company nor for personal injury or death of Company's
personnel howsoever or by whomsoever caused, even if caused by act,
neglect or default of Managers and Company agrees to indemnify
Managers against all consequences and liabilities arising from or in
connection with such loss or damages or personal injury or death of
Company's personnel.
13.3 The Managers hereby agree to indemnify and hold harmless Company from
and against any loss of liability (including legal expenses) arising
out of any claim or cause of action for loss of damage to property of
third parties or for injury to or loss of life of any third person,
caused by neglect or default on the part of Company.
14. Insurance
14.1 The Managers agree to maintain at their expense, for the
Pre-Conversion Period, until the Vessel enters the Shipyard, the
marine insurance policies for the Vessel within Norwegian trading
warranties, namely:
"Hull and Machinery" (All Risks) including War Risks and
Collision Liability - sum insured up to full value of the
vessel being ▇.▇▇ 100,000,000 (One Hundred Million Norwegian
Kroner).
"Protection & Indemnity" - sum insured up to full value of the
Vessel, including Wreck Removal with unlimited, as per rules
of P&I Club and including Oil Pollution liability indemnity up
to a maximum of US$ 500,000,000 (Five Hundred Million United
States Dollars).
"▇▇▇▇▇▇▇'▇ Compensation and Employees' Liability" insurance or
coverage of a comparable nature to the full extent required by
the Laws applicable in any jurisdiction relative to Managers
employees.
The above insurances will be subject to review prior to the
Vessel completing conversion.
14.2 The Registered Owners and Company shall be named as joint assured in
Managers placed in insurance policies for Hull & Machinery for the
Protection & Indemnity. In the context of this provision, Company
shall include any of its named clients having an interest in the
operation for which the activities as described in Clause 1 hereof are
being performed.
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14.3 Whenever called for under any contracts with Company's clients,
managers to produce to Company a certificate or a certified copy of
the insurance policies effected in accordance with the provisions of
this Agreement or such other confirmation as may be acceptable to the
Company.
If Managers fail to or refuse to obtain or maintain any insurances
required by the clients under Company's contracts with them, then
Company shall have the right to procure such insurance at Managers'
expense in which event any amount paid to secure such insurance shall
immediately become due and payable by Managers.
14.4 Neither party to this agreement shall be liable to the other for any
consequential or special damage.
15. Damage or Breakdown of Vessel
15.1 Subject to Clause 19, any event of whatsoever nature which hinders or
prevents the full working of the Vessel including (but not limited to
the generality of the foregoing) drydocking or other necessary
measures to maintain the efficient operation of the Vessel, deficiency
of men or stores, strike of Master, officers or crew, breakdown of
machinery or equipment, damage to hull or other accident (whether or
not required by Company and whether or not due to negligence of
Managers), no Management Fees shall be payable by Company during the
period in which the Vessel and her equipment is not fully operational
(whether or not required for service) and pro rata for any part
thereof.
15.2 The provisions of Clause 15.1 herein shall include the specific events
stipulated in Clause 36 whereby Company shall be released from any
liability to pay Management Fees for the duration of such events as
further specified in Clause 36 herein.
16. Loss of Vessel
16.1 Should the Vessel be lost or missing, this Agreement shall be deemed
to have been terminated and management fees to cease from the date
when the Vessel was lost. If the date cannot be ascertained, fifty
percent of the daily management fee shall be paid from the date the
Vessel was last reported until the calculated date of arrival at her
destination.
17. Cancellation
17.1 In the event of Company being released from its liability to pay to
Managers the management Fees in accordance with the terms of this
Management Agreement for thirty consecutive days or in the event of a
material breach by Managers of the provisions of this Agreement,
Company shall have the option of cancelling this Agreement. Company,
if required by Managers, to declare within forty-eight hours after
receiving notice whether they cancel this Agreement or not. In
default of any written notice from Managers
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Company have the right of automatically cancelling this Agreement at
any time after the said period of 30 days or breach, without noting
any protest and without interference by any Court, any formality
whatsoever and without prejudice to any claim the Company may
otherwise have on the Managers.
18. Masters and Crew
18.1 The Master to prosecute all voyages and operations with the utmost
diligence and despatch, and, so comply fully and accurately with the
operating schedules laid down by the Company and their party manager,
without compromising the safety of the ship and/or of the Crew. The
Master to be under the orders of Company as regards employment or
agency.
The Company shall advise the Master as to general location of
the Vessel's operational area and the Master shall be solely
responsible for the selection of the route from and to such
area.
If the Master shall reasonably consider that the instructions
given by the Company or their party manager may endanger the
safety of the Vessel and/or of the Crew, he must advise the
party manager accordingly and the Master is entitled not to
follow such instructions.
The Master, Officers and Manager's Crew will fully
co-operation with the Company, their party manager and crew,
with a view to the full and satisfactory performance of the
service.
18.2 If the Company has good reason to be dissatisfied with the conduct of
the Master, Officers or ratings of Managers crew, the Manager shall as
soon as possible replace the person or persons in question.
Immediately after such replacement or replacements a joint
investigation by Company and Managers shall be conducted in order to
ascertain that such complaint or replacement was reasonable to ensure
a continuous smooth operation. Notwithstanding the foregoing, any
member of the Vessel's crew found to be under the influence of alcohol
or drugs, shall be, as far as practically possible, immediately
removed from the Vessel.
18.3 The Vessel to work day and night, if required, without any extra
payment by the Company.
18.4 The Master and engineer to keep full and correct logs accessible to
the Company or their agents at all times.
18.5 Decisions concerning the safety of the Vessel and/or the personnel
onboard shall be the responsibility of the Vessel's Master. The
safety of the Company's seismic equipment,
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whether on board or deployed from the Vessel, is, however, the sole
responsibility of the Company, through the auspices of the Party
Chief.
18.6 Should the Company have reason to be dissatisfied with anything for
which the Managers are responsible, Company shall promptly inform
Managers in writing whereafter Managers will promptly look into the
matter.
19. Maintenance of Vessel
19.1 Notwithstanding the provisions of Clause 15 herein, Company shall
allow Managers one day of 24 hours per calendar month or pro rata for
part thereof for maintenance and/or overhaul and/or repairs at times
to be mutually agreed between both parties and during such period
Company shall continue to be liable to pay to Managers the Management
Fees. Days can be accumulated up to a maximum of twelve days but days
not taken by managers will not be compensated by Company at the end of
this agreement. Any planned drydocking and/or overhauls and/or
repairs are to be coordinated with Company but should be scheduled
between 1st December and 1st March each year. Company shall, however,
have the right to request Managers to bring forward planned
maintenance and/or drydockings and/or overhauls and/or repairs or,
subject to classification approval, delay same to be coordinated with
Company's own planned maintenance, repairs and renewals.
19.2 Notwithstanding the provisions of Clause 15 herein, Company shall
allow Managers to carry out maintenance or overhaul of the Vessel when
Company's own equipment is being maintained, repaired or overhauled
provided that the services of the Vessel are not immediately required
by Company and during such period Company shall continue to pay to
Managers the Management Fees. Should, however, the Vessel not be
ready to sail as required by Company the Management Fees for such
period shall cease to be payable by Company to the Managers, backdated
to the time Managers originally commenced any maintenance or overhaul
of the Vessel (other than days allowed in accordance with Clause 19.1
above).
20. Salvage
20.1 All salvage and all proceeds from derelicts other than Company's
property shall be divided equally between the company and Managers
after deducting the Master's, Officers', Crews' and Company's
personnel's share, hire of Vessel for time lost and cost of the fuel
consumed and all other expenses (including Crew and Company's
personnel costs) incurred. Apportionment of all loss of time and all
expenses paid, excluding damage to or loss of the Vessel incurred in
saving or attempting to save life and in unsuccessful attempts to
salve shall be mutually agreed between Company and Managers prior to
any salvage attempts. No attempt to undertake salvage shall be made
by the Vessel unless such has been mutually agreed between the parties
or unless there is a legal obligation upon the Master or Managers to
carry out salvage.
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21. War
21.1 The Vessel, unless the consent of the Managers be first obtained, not
to be ordered nor continue to any place or on any voyage nor be used
on any service which will bring her within a zone which is dangerous
as a result of any actual or threatened act of war, war hostilities,
warlike operations, acts of piracy or of hostility or malicious damage
against this or any other Vessel or its cargo by any person, body or
state whatsoever, revolution, civil war, civil commotion or the
operation of international law, nor be exposed in any way to any risks
or penalties whatsoever consequent upon the imposition of sanctions
nor carry any goods that may in any way expose her to any risks of
seizure, capture, penalties or any other interference of any kind
whatsoever by the belligerent or fighting powers or parties or by any
Government or Ruler.
21.2 Should the Vessel approach or be brought or ordered within such zone,
or be exposed in any way to the said risks (1) Managers to be entitled
from time to time to insure their interests against any of the risks
likely to be involved thereby on such terms as they shall think fit,
Company to make a refund to the managers of the premium on demand and
(2) notwithstanding the provisions of Clause 15 Management Fees to be
paid by Company to Managers for all time lost, including any time lost
owing to loss or injury to the Master, officers or crew or to the
action of the crew in refusing to proceed to such zone or to be
exposed to such risks.
21.3 Any action of Managers in accordance with the provisions of this
Clause 21 shall not be deemed contrary to the instructions of Company.
21.4 If in the compliance of the provisions of this Clause anything is done
or is not done, such not to be deemed a deviation.
22. Secrecy
22.1 All information regarding Company's and their clients' operation,
investigations and findings, together with the nature and
specification of Company's equipment installed on board the Vessel
shall be regarded as confidential to Company and under no
circumstances shall any such information be divulged to unauthorized
persons or the Press without the prior written permission of Company.
23. Assignment
23.1 Managers rights and obligations under this Agreement are not
assignable or transferable in whole or in part without Company's prior
written approval which it shall have the right to withhold.
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24. Travel Expenses
24.1 Outside United Kingdom traveling expenses related to crew changes
shall be borne by Company and shall be re- invoiced by managers to
Company at cost in accordance with Clause 11 herein.
25. Vessel's Name/Colours/Markings
25.1 During this Agreement Managers shall not change the name, markings or
colours of the Vessel without Company's permission or unless Company
instructs Managers to do so.
26. Force Majeure
26.1 Any delay or failure to carry out the duties imposed upon either party
under this agreement shall not be deemed to be a breach thereof if
such delay or failure results from a force majeure event beyond the
control of the party affected. In the event that a force majeure
situation occurs, both parties shall promptly consult and agree a
course of action.
27. Arbitration
This agreement shall be governed by English law and any dispute
arising under this Charter shall be referred to arbitration in London.
One Arbitrator to be nominated by Company and the other by the
Managers and in case the Arbitrators shall not agree then to the
decision of an Umpire to be appointed by them, the award of the
Arbitrators or the Umpire to be final and binding upon both parties.
28. Notices
All notices due under this agreement shall be given in writing to:
Company Managers
Simon-Horizon Limited Ervik Marine Services A/S
Horizon House, Brunholmgt ▇,
▇▇▇▇▇▇ ▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇,
Swanley, Norway.
▇▇▇▇, ▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Mr. B.E. Timmins Mr. E.A. With
Corporate Development Director Member of the Board
For the Company For the Managers
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SCHEDULE A
1. Main Description
Vessel "SEAWAY LABRADOR"
Flag Bahamas
Built Brattvag Skipsinredning A/S
(1982/1983)
Converted Brattvag/Liaaen (1983)
Design ME 202 Platform Supply/Liaaen
ROV-Survey
Classification DnV + 1A1 (MV), EO, SF Supply
Vessel, Helideck
Call Sign C6DQ3
2. Measurements
Dimensions
Length o.a. 67.2m (220.4')
Length b.p. 60.0m (196.8')
Breadth 16.8m (55.1')
Depth moulded 7.1m (23.3')
Max Draft 6.07m (19.9')
Draft 5.5m (18.03')
Gross Registered Tons 1905 tons
Max. Speed 12.5 knots
Max. Deck Load abt. 300 tons (as presently
configured)
3. Capacities
Fuel oil 950 m3
Fresh water 650 m3
Ballast water 1130 tons
Lube oil 29,000 litres
4. Lube Oil Consumption
Lube Oil 83 litres per day
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5. Machinery
Main Engines 4 x Wartsila WASA 8 R 22 HF each
1725 BHP, total 6900 BHP. Diesel
electric system designed to burn MDO.
Bow thrusters 2 x 900 BHP (1324 kw) Brunvoll var.
pitch. Thrust: 2 x 10.6 tons.
▇▇▇▇▇ thrusters 2 x 2000 BHP (2940 kw), Main
Azimuth, 360 degrees rotating
thrusters. Two speeds available
for economical operations.
Main Generators 4 x 1220 kw
Harbour Generator 165 kw
Power for computers and other electronic equipment (3 Phae, 440 V, 60
Hz) is available through a "smooth current" clean power system.
7. Helicopter Deck
Helideck installed midship designed for ▇▇▇▇ 212 helicopters according
to Norwegian Maritime Directorate regulations and in compliance with
Helicopter service's recommendations.
8. Stabilization
Passive stabilization for roll reduction.
9. Moonpool
Dimensions 2.8 x 4.5 m (nominal)
10. Navigation and Electrical Instrumentation
Radar Two Furuno FR 1221 (3 cm)
Gyro Two ▇▇▇▇▇▇▇▇▇ SKR 82 Gyros
Autopilot ▇▇▇▇▇▇▇▇▇
Radiodirection finder Furuno FD 120B
AP Navigator Type FD (decca main chain)
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Echosounder Furuno FE 881
Echosounder Simrad EA 200 with dual transducers
(38 and 200 KHz) and Anschutz heave
compensator
Electromagnetic log
(Doppler) JRC Type JLN 203
Magnetic Compass Neptun 10" RK10
Two SSB radios SKANTI TRP 500 (Radiostation is not
approved for Worldwide trading).
One Telex SAIT XH 5111 TP
Four VHF Radios Sailor RT 143/145
3 Handheld UHF radios
A platform above obstructions for mounting of navigation antennae.
11. Accommodation
Cabin capacity: 21 single cabins w/shower (11-12 available to charterer)
8 double cabins w/shower (305 available to charterer)
4 double cabins without shower (4 available to charterer)
1 hospital
All accommodation fully air conditioned.
+++++++++++
Post-Conversion specifications to be inserted and attached to this
agreement.
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FIRST ADDENDUM OF M.V. "SEAWAY LABRADOR" MANAGEMENT AGREEMENT DATED
19TH DECEMBER, 1990 BETWEEN SIMON-HORIZON LIMITED AND ERVIK MARINE SERVICES
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This first Addendum dated 19th December, 1990 is deemed to be incorporated in
the Management Agreement dated 19th December, 1990.
36. Special Conditions
If any of the undermentioned events shall occur Company's liability to
pay the Management Fees shall be suspended in full for the duration of
such event or events when and as often as the same shall from time to
time occur.
The right of Company to suspend payment of the Management Fees during
the occurrence of such event may be waived temporarily by the Party
Chief on behalf of Company but cannot be permanently waived unless
expressly agreed in writing between Company and Managers. A temporary
waiver may be withdrawn at any time by notice from the Party Chief to
the Master. During the period of any such waiver the full daily
Management Fees shall continue to be paid.
36.1 Accommodation
Failure to provide accommodation as follows:
A. All accommodation in the aft deck module shall be available to the
Company at all times unless, if required through operational necessity
of legal requirement, there is a need to release one berth for
Manager's Radio Officer.
B. The conference room and offices (within the module) may be
redesignated by the Party Chief even if this curtails their use as
public areas by Crew.
C. The Party Chief shall be allocated the former Chief Engineer's suite
in the bridge accommodation.
D. All other accommodation shall be available to Manager's Crew. It is
recognised that Manager's accommodation exceeds actual requirements
and when necessary this excess accommodation shall be made available
to Company's personnel.
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36.2 Catering
Failure to provide the following catering facilities:
A. Company requires three cooked means per day.
B. Company requires reasonable access between 1900 and 0500 hours to cold
and dry stores to provide light refreshments and means for themselves.
36.3 Propulsion
Failure to meet the minimum technical requirements set out below:
A. The Vessel should have four working diesel generators sets at all
times. Any one diesel generator set may be shut down for up to twelve
continuous hours for minor repairs and maintenance, after prior notice
(if possible) to Company's representative. This condition can be
waived by prior agreement between Company and Managers.
B. The Vessel shall have two fully operational azimuth thrusters at all
times.
C. The Vessel shall have one of the two bow thrusters fully operational
at all times.
36.4 Electrical Supply
Failure to meet the following electrical requirements:
A. A minimum of one megawatt of power 600 volts is required at a
distribution point in the aft working module.
B. A domestic power supply suitable for domestic appliances and
instrument room and work shop lighting shall be maintained.
4A and 4B are required 24 hours a day.
36.5 Specific Equipment
Failure of any of the following specific equipment to operate as
reasonably expected by Company or to manufacturer's specifications:
A. Bridge radar (both radars to be working when Vessel leaves port).
B. Auto pilot.
C. Gyro compass.
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D. Aft deck crane.
E. Ship's intercom.
F. VHF/MF radios.
36.6 General Equipment, Services, Crew
A. Any failure to meet the requirements of the appropriate classification
society, flagging authority or insurance requirements.
36.7 Performance
Failure to meet any of the following performance requirements:
A. The Vessel shall be capable of an average cruising speed of 10 knots
at an average fuel consumption of 10 tonnes per twenty four hours, or
less.
B. The Vessel shall be able to demonstrate and maintain a speed of 12
knots in a sea state of up to force four, using an average of 15
tonnes of fuel oil, or less, per twenty four hours.
C. The Vessel shall be capable of meeting the requirements of 4B and 9E
(electrical supply) whilst in port, by using a standby or 'shore
generator' with a fuel consumption or less than 2 tonnes per twenty
four hours.
D. The Vessel shall be capable of anchoring in water depths of up to 100
metres.
36.8 Endurance
Failure to maintain the following:
The Vessel shall have a potential endurance of 65 days and in
particular shall have the following usable tank capacities:
A. Fuel oil tank capacity 950 cubic metres
B. Lube oil tank capacity 29 cubic metres
C. Fresh water tanker capacity 650 cubic metres
36.9 Provision of Equipment
Managers shall provide the following equipment for unsupervised use by
Company's personnel. Maintenance, repair and provision of consumables
for the equipment shall be for Company's account:
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A. Echosounder Type Simrad EA 200 or similar.
B. Satellite Communications System Type Magnavox and one Telefax machine.
C. Instrument Room Radar Repeater System Type Furuno or similar.
36.10 Additional
A. Fuel, port calls and other charges accuring during the period where
Company is not liable to pay the Management Fees in accordance with
the terms of this Agreement shall be charged to Managers Account.
B. No Management Fees shall be payable by Company to Managers should the
Vessel fail to maintain course/speed to Company's requirements due to
Vessel malfunctions or operator error/deficiency.
C. Company shall not pay to Managers the Management Fees in respect of
delays to the Vessel in leaving port due to the Vessel/personnel not
being ready and any consequential delays (e.g., tides, etc.) provided
reasonable notice shall have been given to Managers by Company for
departure.
D. In relation to any event where Company is relieved from its obligation
to pay Management Fees in accordance with this Agreement Company shall
only be obliged to recommence payment of the Management Fees upon
reasonable evidence from Managers to Company that the relevant event
has ceased and the Vessel is returned to an equally favourable
position after the occurrence of such event.
/s/ B.E. Timmins /s/ [signature illegible]
For the Company For the Managers
19 Dec '90
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