Exhibit 10.1
ONSHORE DAYWORK DRILLING CONTRACT
BETWEEN GREAT SOUTH LAND MINERALS LIMITED
AND
Hunt Energy & Mineral C0. Australia Pty. Ltd. ABN 52 075 814 390
TABLE OF CONTENTS
RECITALS 2 AGREEMENT 2 1 DEFINITIONS 3 2 HEADINGS 3 3 FURTHER ASSURANCES 3 4 COMMENCEMENT DATE 3 5 LABOUR, EQUIPMENT, MATERIALS, SPECIAL TOOLS, SUPPLIES AND SERVICE 4 6 SUMS PAYABLE TO CONTRACTOR 5 7 TIME OF PAYMENT 6 8 TERM 7 9 EQUIPMENT CAPACITY 9 10 CASING PROGRAMME 10 11 DRILLING METHODS AND PRACTICES 10 12 CORING 11 13 REPORTS TO BE FURNISHED BY CONTRACTOR 11 14 INSURANCE 12 15 CLAIMS 13 16 RESPONSIBILITY FOR LOSS OR DAMAGE 13 17 INDEPENDENT CONTRACTOR RELATIONSHIP 16 18 LAWS RULES AND REGULATIONS 17 19 FORCE MAJEURE 17 20 INFORMATION CONFIDENTIAL 18 21 INGRESS AND EGRESS TO LOCATION AND SOUND LOCATION 18 22 CONFLICTS AND WAIVERS 19 23 ADJUSTMENT 19 24 DISPUTE RESOLUTION 20 25 INDUSTRIAL RELATIONS 20 26 ASSIGNMENT 20 27 NOTICES 20 28 GST 21 29 COST GENERALLY 21 30 GOVERNING LAW 21 31 SEVERABILITY 21 32 COUNTERPARTS AND MULTIPLE ORIGINALS 22 SIGNATURES 22 ATTACHMENTS 23 SCHEDULE A 24 SCHEDULE B 27 SCHEDULE C 32 SCHEDULE D 39 SCHEDULE E 40 SCHEDULE F 46 SCHEDULE G 47 SCHEDULE H 48 SCHEDULE I 49 SCHEDULE J 50 SCHEDULE K 51 2 Onshore Drilling Contract
ONSHORE DAYWORK DRILLING CONTRACT
THIS CONTRACT:
BETWEEN GREAT SOUTH LAND MINERALS LIMITED a Company duly incorporated in Australia and having its principal office at Level 3, 65 Murray Street, Hobart, Tasmania, 7000 (" Operator" ) AND Hunt Energy & Mineral Co.-Australia Pty Ltd ABN 52 07 814 390 a Company duly incorporated in the State of South Australia and having its principal office at 15 Scarborough Way, Lonsdale, South Australia, 5160 (" Contractor" )
RECITALS
A. Operator is the owner of SEL 13/98 and has JV rights to drill in SEL 5/2005 in Tasmania, Australia and desires to have wells drilled and completed in search of oil or gas and has requested Contractor to provide drilling services for this purpose (" Services" ).
B. Contractor represents that, to the best of its knowledge and having conducted reasonable due diligence investigations and taken reasonable steps as appropriate, it has drilling equipment, in good working order and safety management systems in place which are fit for purpose and trained, competent personnel capable of efficiently operating such equipment to provide such Services. AGREEMENT
Operator engages Contractor as an independent contractor to drill the well or wells designated in Item 1 of Schedule A in search of oil or gas on a daywork basis.
For purposes hereof the term " daywork basis" means Contractor shall furnish equipment, labour, and perform services as herein provided, for a specified sum per 24 hour day under the direction, supervision and control of Operator (which term is deemed to include any employee, agent, consultant or subcontractor engaged by Operator to direct drilling operations). When operating on a daywork basis, Contractor shall perform all its work on a 24 hours per day 7 days per week basis and shall be fully paid at the applicable rates of payment and assumes only the obligations and liabilities stated herein. 3 Onshore Drilling Contract
1 DEFINITIONS
In this Contract unless the context otherwise requires:-
" Contract" means this contract, including Schedules A to K inclusive; " Designated Field Representative" means the person set out in Item 13 of Schedule A; " GST" means the goods and services tax imposed under the GST Law or similar tax imposed under the GST Law or any similar tax introduced to replace that tax;
" GST Law" means GST Law as defined in Section 195-1 of the " A New Tax System (Goods and Services Tax) Act 1999;
" Governmental Authority" means any government or governmental, semi-government, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity;
" Joint Venture" means the joint venture (if any) between the Operator and any third parties in respect of the well(s) the subject of the Services;
" Rig" or " Drilling Rig" means the rig and other equipment the Contractor provides under this Contract as set forth in Schedule C ;
" Regulations or Practices" means the regulations and requirements of the Department of Primary Industries and Resources, South Australia and Natural Resources and Mines, Queensland or such other Governmental Authority that may have jurisdiction in the relevant area of operations; " Services" means the drilling services provided by the Contractor as set out in Schedule E and in accordance with this Contract. References to dollars or $ are references to Australian dollars unless otherwise expressly stated. 2 HEADINGS
The index hereto and the clause headings herein shall not be considered in interpreting the text of this Contract.
3 FURTHER ASSURANCES
Each party shall perform all acts and execute and deliver all documents and give all assurances necessary to give full effect to the provisions of this Contract.
4 COMMENCEMENT DATE
Operator and Contractor agree to use their best endeavours to commence operations at the first Well Site (" first location" ) on or about 1 st of March 2008. Neither operator nor Contractor shall 4 Onshore Drilling Contract
incur any penalty if delayed by circumstances beyond the Operator or Contractor' s control in accordance with Clause 19 . 5 LABOUR, EQUIPMENT, MATERIALS, SPECIAL TOOLS, SUPPLIES AND SERVICE
5.1 Contractor will furnish and use the Drilling Rig, equipment and personnel described in Schedules C, D and E to drill and then either abandon or complete as the case may be the well or wells to be drilled pursuant to this Contract. This drilling rig shall be, and remain " Fit for Purpose" and all personnel will be trained for and competent in their jobs. 5.2 All labour, equipment, materials, special tools, supplies and services necessary or proper for the operation or maintenance of the Rig and for the drilling and completion of the well or wells shall be furnished in good working condition at the well site or sites by the party designated in Schedule E and at the expense of the party designated in Schedule E . Should labour, equipment, materials, special tools, supplies or services other than those set forth herein or designated in Schedule E be necessary for the drilling or completion of the well or wells the same shall be furnished by Operator at its expense. 5.3 If the Operator requests Contractor to provide any labour, equipment, materials, special supplies or services as set forth in Schedule E which it is the responsibility of Operator to provide, Contractor, if it agrees to provide the same, and for providing bits, reamers and stabiliser parts, hole opener cutters, swab rubbers and similar items, shall be reimbursed by Operator, for actual Contractor' s landed cost at well site or sites plus 15 percent or as otherwise agreed plus GST.
5.4 For providing casual or roustabout labour at the request of the Operator, Contractor shall be reimbursed by Operator at actual Contractor' s cost plus 15 percent.
5.5 Operator will make every effort to stake the first location 14 days before the commencement date specified in Item 2 of Schedule A . 5.6 Upon termination of this Contract, Contractor shall return to Operator any of Operator' s items that are at the time in Contractor' s possession and control in as good condition as turned over to Contractor, fair wear and tear excepted.
5.7 The Operator may request the Contractor to increase the number of Contractor' s personnel and in such event the day rates provided herein shall be adjusted by mutual agreement of the parties hereto.
5.8 Contractor shall nominate from time to time one of its personnel as Contractor' s representative on site (" Designated Field Representative" ). The initial Designated Field Representative for the Contractor is set out in Item 13 of Schedule A. Such representative shall be in charge of the remainder of Contractor' s personnel and shall have full authority to act on behalf of Contractor on all day to day matters which arise between Operator and Contractor.
5.9 Contractor will remove and replace in a reasonable time any of Contractor' s personnel if Operator so requests in writing provided Operator can show reasonable cause for its requirements.
5.10 Operator shall nominate from time to time one of its personnel on site to receive reports as specified in Clause 13 and act as Operator' s representative (" Designated Field Representative" ). The initial Designated Field Representative for the Operator is set out in Item 13 of Schedule A. 5 Onshore Drilling Contract
5.11 Contractor shall have the right to request Operator in writing to remove and replace any of Operator' s Third Party personnel if Contractor can show reasonable grounds for such request. However Operator shall have the right to make the final decision with respect to any such removals and replacements.
5.12 Contractor shall be responsible at its cost for maintaining reasonable stock levels of Contractor' s items and replenishing items consumed, damaged or lost.
5.13 If required contractor shall conduct a full tubular drilling string and associated down hole tools inspection prior to the commencement of operations hereunder.
5.14 Contractor shall supply Operator upon request with copies of reports of any tubular inspections carried out in respect of the Contractor' s drilling string and associated down hole tools.
5.15 Any tubular and associated down hole tools which failed to pass any such inspection test will be replaced or repaired by Contractor at its expense prior to commencement of or resumption of operations pursuant to this Contract. Any delay caused in the drilling operations as a result of any such replacement or inspection will be at the cost of the Contractor. 5.16 Operator may at any time during the term of this Contract request Contractor to arrange to have inspections of Contractor' s tubular and down hole tools performed at Operator' s expense.
5.17 Contractor represents that the equipment described in Schedule C conforms in all respects to the Regulations and Practices. 5.18 Contractor represents to the Operator that it will, and agrees to maintain the Drilling Rig and all plant and equipment referred to in Clauses 5.1 and 5.2 in good working order and operating condition at all times throughout the operation of this Contract.
5.19 Contractor represents to the Operator that, to the best of its knowledge and having conducted reasonable due diligence investigations and taken reasonable steps as appropriate, the Rig and associated equipment are fit for their purpose and use or intended use and conforms to the agreed industry standards applicable to the equipment certification, safety management systems, maintenance systems and maintenance scheduling in accordance with current industry practice and regulatory requirements and applicable Regulations and Practices.
5.20 Contractor also represents to the Operator that all personnel supplied by the Contractor to perform duties on the Rig are competent and trained with respect to the tasks/duties expected of the position(s). Evidence of competence of personnel to be demonstrated by the Contractor to the Operator at quarterly Operations/HSE review meetings measured against Australian Drilling Industry Training Committee endorsed training matrices for onshore Rig personnel.
5.21 Contractor agrees the drilling rig to be inspected by a third party inspector prior to spudding and signed off as being fit for purpose. Costs of the inspection will be at Operator' s expense; while the cost of any resulting repairs or modifications will be charged at Rig Repair Rate, as per Schedule B, Item 12.4.
6 SUMS PAYABLE TO CONTRACTOR
6.1 Subject to the provisions hereof Operator agrees to pay Contractor for the work performed, services rendered, the materials, equipment, and supplies furnished by Contractor as hereinafter provided. 6 Onshore Drilling Contract
6.2 The work other than Rig moves shall be performed on a day work basis and the day work rates per twenty-four (24) hour day shall be as specified in Schedule B . Payment of rates shall be calculated on time to the nearest half hour.
6.3 The relevant Standby Rate as set out in Schedule B will be payable:
(a) during any period of delay when Contractor is unable to proceed because of an act or omission of Operator including without limitation the failure of Operator to provide items or to furnish services which are the responsibility of the Operator as specified in Schedule E ; or
(b) from the moment Contractor could have spudded in any well had it not been delayed by Operator until the operating rates first become payable. 6.4 Contractor agrees to mobilise the Rig, Camp and Crew to the first location, rig up, and ready to drill Rathole & Mousehole prior to spud for the sum designated in Item 6 of Schedule B .
6.5 Rigging up and preparedness to spud on the first and subsequent locations shall be verified by the Operator' s Designated Field Representative. 6.6 For demobilisation of Contractor' s Rig, Camp and crew at completion of this Contract Operator agrees to pay to Contractor the sum specified in Item 7 of Schedule B .
6.7 As part of its rig day rate (s) Contractor will furnish a forklift and appropriately trained operator. If Operator uses forklift as per Item 60 of Schedule E , Operator agrees to pay hourly rate as detailed in Item 12. 9 of Schedule B .
6.8 If during the term of this Contract Contractor remobilises its personnel after having demobilised such personnel then Operator will reimburse Contractor for Contractor' s necessary out-of-pocket costs for such demobilisation and remobilisation provided both demobilisation and remobilisation are done at the written request of Operator. Such necessary out-of-pocket expenses will include by way of example but not be limited to travelling expenses wages and travelling time.
6.9 If the Contractor or Operator deems it necessary to shut down the Rig for repairs or maintenance the Contractor shall cease to be paid at the rate specified in Item 1 of Schedule B and will be paid the repair rate specified in Item 4 of Schedule B . Time chargeable under this rate shall not exceed 8 hours for any one occurrence or 24 hours cumulative per calendar month. Subject to Clause 21.4 the Contractor shall not be able to charge the Operator any fee for repairs and maintenance carried out in excess of the periods hereinbefore referred to in this clause. The Contractor covenants and agrees with the Operator to use due diligence in effecting such repairs replacement or maintenance in a good and workmanlike manner.
6.10 Any obligation on the Operator to pay any amounts under this Contract are subject to the Operator being provided with a tax invoice and to the Contractor establishing it is registered for GST.
7 TIME OF PAYMENT
7.1 Subject to the provisions of Clause 15.2 of this Contract and compliance by Contractor with all the terms and conditions of this Contract and Schedule B Operator agrees to make payments to Contract as herein set out.
7.2
Payment shall be due and payable by Operator of the full amount of each of Contractor' s invoices within 14 days of receipt of the same by Operator. Invoices shall be submitted on a fortnightly (14 days) basis. Mobilisation fee is to be paid in 7 Onshore Drilling Contract
full within 14 days of receipt of the relevant invoice. (20 days rig move rate to be prepaid prior to commencing mobilization.)
7.3 Any undisputed sum or sums not paid within 14 working days after due date as herein before specified shall bear interest at the rate of 5 percent per annum from such date until payment.
7.4 Operator shall notify Contractor within 21 days of receipt of any invoice that the same or any portion thereof is disputed, and will pay any undisputed portion in accordance with the terms set out above. On satisfactory resolution of any dispute in relation to the whole or any portion of any invoice, Operator shall pay any amount proved to have been correctly invoiced within 7 days of such resolution. Any such amount shall at Contractor' s option bear interest from the original due date until payment at the rate of 5 percent per annum.
8 TERM
8.1 The term of this Contract shall be deemed to commence when each party has executed the same and shall continue in force thereafter until terminated in any of the ways set out.
8.2 Except for those provisions of this Contract which are of a continuing nature and subject to the above provisions this Contract shall terminate on completion of the drilling programme outlined in Schedule A hereto unless the term hereof is extended by Operator exercising its option to drill an additional well or wells in which case it shall terminate on completion of the drilling programme for that well or those wells. Operator may reduce this program, without penalty, at any time by giving the contractor 30 days notice.
8.3 After completion of said drilling programme the Contractor may, if the landowner who owns the land upon which the well site is located agrees, elect to stack the Drilling Rig at the well site, or move the Rig immediately to another location. In the event Contractor elects to stack the Drilling Rig at the well site after completion of said drilling programme, Contractor shall from that point forward bear all risk related to moving the Rig from the well site to the nearest government sealed road, and shall be due no compensation for delays that may result from inability to move equipment from the well site. 8.4 Notwithstanding the termination of this Contract the parties shall continue to be bound by any provisions of this Contract that reasonably require some action or forbearance after the cessation of the day rates provided for hereunder.
8.5 Early Termination
(a) This Contract may be terminated without prejudice to any rights accrued to the date of the termination by either party giving to the other written notice of termination when total loss or destruction of the Rig or a major breakdown thereof causes interruption to or prolonged stoppage of operations (whether caused by an event of Force Majeure or any other cause) for a period in excess of 15 consecutive days.
(b) By Operator:
i
Notwithstanding the provisions of Schedule A with respect to the depth to be drilled, Operator shall have the right to direct the stoppage of the work to be performed by Contractor hereunder at any time prior to reaching the specified depth or drilling all the wells outlined in Schedule 8 Onshore Drilling Contract
A, even though Contractor has made no default hereunder. In such event Operator shall reimburse Contractor as set forth in Clause 8.6 hereof.
ii In the event that the Contractor has any execution levied against it in excess of Fifty Thousand Dollars ($50,000), becomes insolvent, enters into, or proposes or attempts to enter into, any compromise or arrangement with creditors, has an order made, or a resolution passed (or attempted to be passed) for the winding up of the Contractor, or a receiver or receiver and manager is appointed or a mortgagee takes possession of the whole or any part of its property or undertaking or an administrator of the Contractor is appointed, or if any other act, matter, thing or circumstance renders the Contractor incapable of performing the Services; or the Contractor breaches any of the terms or conditions hereof, then the Operator shall have the right, without prejudice to any other of its rights or remedies, by written notice to the Contractor, forthwith to terminate this Contract, and the Contractor' s right to compensation shall be as set forth in Clause 8.6(b) .
(c) By Contractor:
i Notwithstanding the provision of Schedule A with respect to the depth to be drilled, in the event Operator shall become insolvent, or be adjudicated a bankrupt, or file, by way of petition or answer, a debtor' s petition or other pleading seeking adjustment of Operator' s debts, under any bankruptcy or debtor' s relief laws now or hereafter prevailing, or if any such be filed against Operator, or in case a receiver be appointed of the Operator or of the Operator' s property, or any part thereof, or Operator' s affairs be placed in the hands of a creditor' s committee, or following ten days prior written notice to Operator if Operator does not pay Contractor within the time specified in Clause 7.2 , all undisputed items due and owing, Contractor may, at his option, elect to terminate further performance of any work under this Contract and Contractor' s right to compensation shall be as set forth in Clause 8.6 .
8.6 Early Termination Compensation
(a) In the event Operator terminates the Contract pursuant to Clause 8.5(b)(i) prior to the completion of drilling program or to the depth specified in Item 3 of Schedule A , or in the event the Contractor terminates the Contract pursuant to Clause 8.5(c) , then Contractor and Operator shall negotiate compensation due to Contractor which will cover the Contractor' s out of pocket expenses incurred and to be incurred as a consequence of such early termination. These expenses will not include loss of income due to the rig not operating.
(b) In the event Operator terminates the Contract pursuant to Clause 8.5(b)(ii) , then the Operator shall reimburse the Contractor such part of the payment referred to in the Schedules, which may be due for Services rendered prior to the date of termination and such amount shall be received by the Contractor in full satisfaction and discharge of all claims and demands of any nature whatsoever against the Operator in respect of this Contract.
8.7 Suspension 9 Onshore Drilling Contract
8.7.1 Weather
In the event that sustained weather conditions, flooding or other ground conditions prevent continuation of the operations, or in the event that the Operator is unable to obtain relevant Joint Venture or regulatory approvals for the next drilling location, the Operator shall have the right to suspend this Contract by notice to the Contractor, in which case the Operator shall pay to the Contractor Standby With Crew Rate as specified in Item 12(2) of Schedule B for a 24 hour period, (or until crews can be evacuated) together with the actual costs to transport the Contractor' s personnel away from the Rig, and back to the Rig when notice of the lifting of the suspension is given by the Operator, such costs to be calculated in accordance with Clause 6.
8.7.2 Safety
If during the performance of the contract, the Operator' s Designated Field Representative is of the opinion that the Contractor is either:
(i) conducting the Services in breach of the Contractor' s safety policies or procedures, or any applicable safety Regulations and Practices or any other safety rules and regulations and procedures supplied by the Operator to the Contractor from time to time or: (ii) conducting the Services in such a way as to endanger the life or safety of any persons or which may be likely to cause damage to any property, whether belonging to the Operator or otherwise
8.7.2.1 Then the Operator' s Designated Field Representative shall notify the Contractor in writing of the breach of safety involved and the Contractor shall rectify the breach notified forthwith.
8.7.2.2 In the event the contractor does not rectify the breach of safety notified as above as soon as possible, the Operator' s Designated Field Representative may direct the Contractor to suspend performance of the services until such time that the Contractor satisfies the Operator' s Designated Field Representative that the Services will be provided in conformity with all applicable safety provisions and Regulations and Practices.
8.7.2.3 During such periods of suspension, the Operator shall not be liable for or required to make any payments of what so ever nature to the Contractor. 8.7.3.4 In the event that the Contractor fails to rectify the breach of safety for which the Services are suspended pursuant to Clause 8.7.2 within 30 days of the receipt of such notice or if the Contractors performance of the Services has involved recurring breaches of safety pursuant to Clause 8.7.2 then the Operator may exercise its powers to terminate the contract forthwith without further obligation to the Contractor.
9 EQUIPMENT CAPACITY
If applicable hereunder, operations shall not be attempted under conditions which exceed the capacity of the equipment specified to be used hereunder. Contractor shall make the final decision as to when an operation or attempted operation would exceed the capacity of specified equipment. 10 Onshore Drilling Contract
Contractor hereby represents that the equipment specified in Schedule C has sufficient capacity to drill to a minimum depth of 2,300m with 4 1 / 2" drillpipe, and to set all strings of casing as specified in Item 6 of Schedule A under normal operating conditions.
10 CASING PROGRAMME
10.1 The casing programme shall be as provided in Item 6 of Schedule A . The exact setting depth of each string of casing the amount of cement and the process to be used in cementing shall be specified by Operator at the time of each casing setting. If Operator requires a variation in the casing programme requiring the use of additional handling tools same will be furnished by Operator at Operator' s expense.
10.2 Contractor shall run all strings of casing and shall be compensated therefore at day work rates as set out in Item 1 of Schedule B . 10.3 Except in emergencies Contractor' s pumps shall not be used for pumping cement (but may be used for displacing cement) whilst carrying out Operator' s casing programme and Operator shall at its own expense furnish all pumps and other special equipment and service necessary for the running of cement in respect of such programme. 10.4 Contractor shall be under no liability to Operator for any loss or damage resulting from casing joints being knocked off in the hole as a result of defective pipe, faulty casing seat, faulty cementing or any operating practice directed by Operator or its Designated Field Representative during running casing. Casing and cementing operations shall be supervised by Operator' s Designated Field Representative.
11 DRILLING METHODS AND PRACTICES
11.1 Contractor agrees to perform all work to be carried out by it under the terms of this Contract and the specifications and conditions set forth in Schedule A with due diligence and care and in accordance with good drilling practice.
11.2 Contractor represents to the Operator that the Drilling Rig is capable of and will during this Contract remain capable of: 11.2.1 drilling to the depth specified in Item 3 of Schedule A with the pipe specified in Item 4 of Schedule A and Schedule C; and
11.2.2 carrying out any appropriate testing that the Operator may require; and
11.2.3 completing the well.
11.3 Any drill pipe drill collars or substitutes in excess of those furnished by Contractor as specified in Schedule C shall be supplied by Operator at its expense.
11.4 Contractor agrees to maintain well control equipment in good operating condition at all times checking it as prescribed in Item 11 of Schedule A and shall use all reasonable means to control and prevent fires and blowouts to protect the hole and to protect Operator' s equipment.
11.5 Subject to the terms hereof, and at Operator' s cost, at all times during the drilling of the well, Operator shall have the right to control the mud programme.
11.6 In the event of Operator requiring the use of any fluid chemical or substance in the mud programme in respect of which any Regulations and Practices requiring the provision of additional or special clothing or equipment for Contractor' s employees is then in force Operator shall reimburse to Contractor any additional costs incurred by Contractor in complying with such Regulations and Practices. 11 Onshore Drilling Contract
11.7 Contractor agrees that every effort will be made to drill a straight hole to the specifications described in Item 8 of Schedule A . Contractor agrees to run deviation surveys, using a Totco survey tool as reasonably ...
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