2 Bid Package Contract No 110

8/20/2019 2 Bid Package Contract No 110

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Saud i Electr ic i ty o m p a n y

BID FORM CONTRACT NO 1 1 0 3 1 1 4 7 0 0

PRICING ATTACHMENT III

MATERIAL AND EOUIPMENT PRICE COMPONENT

(Material/Equipment Items Delivered to CONTRACTOR's Marshal ling Yard(s) Nearest to the WORK SITE in Saudi Arabia)

- - I i ."'!"' i ~ ~ _ j _ NO.

20.

ITEM DESCRIPTION

MAINTENANCE EQUIPMENT &MISCELLANEOUS ITEMS

UNIT QTY- - = - = - =

_ ; ; ~ - ; ; r ; ; ; . . . . . . . . . . . . . . . . . . ; ; ; ; :

(Saudi Riyals)

~ = ~ = =_ ~ ~ ~ = = = = = ~ ~ = .. " '= ' " - -" ' . . . . = . . . . = " ................-

(Saudi Riyals)

Maintenance Equipment & MiscellaneousItems / Requirements - complete,including installation (as applicable)pursuant to Appendix VII of PTS10C0319.

Lot 1

TOTAL PRICE FOR EQUIPMENT AND MATERIALS

NOTES:

1. The cost of all other materials not listed in this Pricing Attachment "III," but are required tocomplete the WORK are included in the installation prices set forth in Pricing Attachment "IV".

2. The quantities of materials/equipment items used as basis for the Total Amounts in this PricingAttachment "III" were determined by Bidder during the preparation of its Bid. Bidder agrees tha t .the lump sum Bid Price set forth in Paragraph 2.1 of Bid Form shall not be changed or aqjusted inthe event that the quantities actually provided by Bidder are more than the quantities considered byBidder in this Pricing Attachment "III".

3. Bidder agrees that i f i t indicates "Not Applicable" for any of the items l is ted in this PricingAttachment "III", and i t is determined by COMPANY during the implementation of the PROJECT, thatsuch item is applicable for the PROJECT, Bidder shall provide such item without any additional costto COrvIPAI'N.

End o f Bid Form Pricing Attachment I I I

BF-PA-III-3 Name in Print and Signature of Bidder


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Saud i E lec t r i c i t y C o m p a n y

BID FORM CONTRACT NO 11 0 3 11 4 7 0 0

PRICING ATTACHMENT IV

INSTALLATION PRICE COMPONENT

(Major Milestone Events or WORK Items Within Such Events Completed to the Satisfaction of COMPANY)

_ t ' ~ I . . _I __

ITEM DESCRIPTION UNIT QTYNO. (Saudi Riyals)

Construction of Access Road, Finger(Saudi Riyals)

Roads and Structure Pads (IncludingMaterials)

1.

Access Road, complete.1 M1.2 Structure Pad, complete Each

1.3 Finger Roads, complete Each

Soil Investigation (Complete) Lot. 1

Construction of Foundations for Latticed3. Steel Towers (Including Materials)

3.1 Tangent Tower (SlN) Set

3.2 Medium Angle (TA2N) Set

3.3 Heavy Angle (TA3N) SetDead-End Tower (DE).4 Set

Stub Angles (380kV T/L).

Tangent Tower (SlN).1 Set

Medium Angle (TA2N).2 Set

Heavy Angle (TA3N).3 Set

Dead-End Tower (DE) Set

Latticed Steel Towers (Including

4.4

5. Accessories)

Tangent Tower (SlN) Each.15.2 Medium Angle (TA2N) Each

5.3 Heavy Angle (TA3N) Each

Dead-End Tower (DE) Each

Porcelain/Glass Aero Form Type

5.4

6.Insulators String Assembly

Tangent Tower (SlN).1 Set/Tower

6.2 Medium Angle (TA2N) Set/Tower

6.3 Heavy Angle (TA3N) Set/Tower

Dead-End Tower (DE).4 Set/Tower

BF-PA-IV-l Name in Print and Signature of Bidder


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Saudi Electricity ompany

BID FORM CONTRACT NO. 11 0 3 11 4 7 0 0PRICING ATTACHMENT IV



~J _ . _ . _ _ T - . . Y _ n _ . ~ L T - - , ~ _ I _ ~ ~ Y- ~ ~ ~ c ~ ~ _ ~~ r ~

- iOiiI ·w

NO.IT M DES RIPTION UNIT QTY.

(Saudi Riyals) (Saudi Riyals)

7.Four (4) 795kcmil ACSRconductors per phase inconfiguration

condorsquare KM

8.

Two (2) 48-Core Non-Zero dispersionshifted single mode Optical OverheadGround Wire (OPGW) includingHardware accessories

KM

9.Underground Non-MetallicCables UjG NFOC)

Fiber OpticKM

Optical Fiber Cable Joint Boxes, 4-Way10. including necessary hardwares and

accessories

10.1 OPGW-OPGW Each10.2

10.3

OPGW-UjG I\JMFO

UjG NMFOC-UjG NMFOC

Each

Each

11. Optical Fiber Management Rack Each

12. Armor Grip Suspension (AGS) Units Each

13.Grounding Materials including, butlimited to, Groundwire, Rodsconnectors - complete

notLot 1

Compression Deadend14. Suspension Clamps and

conductor and OPGW

Clampsfittings

jfor Lot 1

15.Counterweights for conductors jumperloop insulator idler strings

Each

16. Anti-climbing Device Lot 1

17. Spacer Dampers for Main Conductor Each

18. Vibration Dampers for Shield Wires Each

19. Structure Identification Warning Signs Each

BF-PA-IV-2 Name in Print and Signature of Bidder


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Saud i E lec t r i c i t y Company

BID FORM CONTRACT NO. 11 0 3 11 4 7 / 0 0PRICING ATTACHMENT IV



L 1-1:1 1 1 . 1 1 : ; : ~ K . L P I J U NNO.

UNIT QTY.(Saudi Riyals)Saudi Riyals)

20. Crash Barrier for Towers Lot 1

21. Warning Lights Lot 1

22. Sand Stabilization (Including Materials) Sq.M.

Dismantling and Modification Worksincluding disposal or removed/demolished materials/debris toCOMPANY designated dumping site. The Lot 13.dismantled Tower shall be properlycrated and transported to COIVIPANYdesignated warehouse.

Communication ductbanks/manholes/Lot 14.

handholes including all accessoriesOthers (CONTRACTOR to specify):5.

25.1

25.2

25.3

Site office for Exclusive Use byCOMPANY & COMPANY CONSULTANTS

Lot6. 1(Pursuant to Section 2.08 of PTS10C0319)

TOTAL PRICE FOR INSTALLATION

NOTES:

1. The cost of all other materials not listed in Pricing Attachment IV included the cost of allmaterials that are required to complete the WORK which are not listed in Pricing Attachment III .



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BID FORM CON rRACT NO. 1 1 0 3 1 1 4 7 / 0 0

PRICING ATTACHMENT IV


(Major Milestone Events or WORK Items Within Such Events Completed to the Satisfaction of COMPANY

- - - - - - - - - - - - , - - - - - - - - - - - - L - - - - ' - ; : - : - 7 - = : : - - : : ; - - : ; ; - - ~ = _ ' : - ~ ~ - ~ - ~ - ~ ~ -...... - i i ' i i i lo i io - . if · i . . . . . . . - - ; ; , - .- ... ; . ; . ; ; , = _ C , , , , = _

ITEM DESCRIPTION UNIT(Saudi Riyals) (Saudi Riyals)

2. The quantities of materials/equipment items used as basis for the Total Amounts in this PricingAttachment IV were determined by Bidder during the preparation of its Bid. Bidder agrees thatthe lump sum Bid Price set forth in Paragraph 2.1 of Bid Form shall not be changed or adjusted inthe event that the quantities actually provided by Bidder are more than the quantities consideredby Bidder in this Pricing Attachment IV .

3. Bidder agrees that if it indicates Not Applicable" for any of the items l is ted in this PricingAttachment IV , and it is determined by COIVlPANY during the implementation of the PROJECT,that such item is applicable for the PROJECT, Bidder shall provide such item without any additionalcost to COMPANY.

End o f Bid Form, Pricing Attachment IV



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BID FORM CONTRACT NO. 1 1 0 3 1 1 4 7 0 0

PRICING ATTACHMENT V

TESTING ND COMMISSIONING PRICE COMPONENT

Testing and Commissioning Items Completed by CONTRACTORto the Satisfaction of the COMPANY)

ITEM AMOUNT

NO.ITEM DESCRIPTION

Saudi Riyals]

1 Testing and Commissioning of the PROJE T - complete

TOTAL PRICE FOR TEST ING ND COMMISSIONING

End o f Bid Form Pricing Attachment v

Name in Print and Signature of Bidder

BF-PA-V-l


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ID FORM

PRICING ATTACHMENT VI

CONTRACT NO. 11 0 3 11 4 7 0 0

OPERATIONAL SPARE PARTS PRICE COMPONENT

[Operational Spare Parts Delivered to COMPANY-designated Warehouse(s) and/or Material Yard (s)]

(The Unit Price:; set forth in this Pricing Attachment VI represent compensation for all costs, overheads and profits, direct and indirect costs as ociated with the furnishing of the spares,including but n::>t limited to procurement, packaging, transportation, taxes, import duties, permit fees, insurance and other incidental expenses.)

ITEM NAME OF PART QRC QRM f-

NO.ITEM DESCRIPTION

MANUFACTURER NUMBERUNIT

A) (B)

1l . Sheild wire suspension clamps each type. Sets [N1] 15

12. Sheild wire termination assembly each typeas used for Sets [N1] 25

static.

13. Jumper terminal pad compression sleeve to come with Sets [N1] 10bolts for connecting each type.

14Set d compression dies for steel & aluminum for Sets [N1] 3conductor and OPGW

14a.Set of compression machine, gasoline operated complete Set [Nl ] 1with vJOoden box.

15 Set of 4-way Joint Box, OPGW-OPGW. Each [N1] 4"

16 Set of 4-way Joint Box, OPGW-U/G-NFOC. Each [N1] 2

1725mm O D., Galvanized steel, liquid tight, PVC coated Each [Nl ] 4flexib:e conduit, 3 meters long.

"

18Reducer coupling 50mm diameter to 25mm diameter, Each [N1] 4Galvanized steel.

"

1925mrJ O.D.weather tight connector and 50mm 0.0. GSP Each [N1] 4conduit cap.

2025mm 0.0. subduct, corrugated, flexible & fire retardant Each [N1] 4(2 hours UL fire rating) 25 meters long.

I

UNIT PRICE TOTAL AMOUNT


( C ) ( A X C )

II

II

I

II

:

I

II

I,

i

BF-PA-VI-2 a m ~ in Print and Signature of Bidder


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~ : 1 ~ s ~S a u d i Elec t r ic i ty C o m p a n yBID FORM

PRICING ATTACHMENT VICONTRACT NO 11 0 3 11 4 7 / 0 0


[Operational Spare Parts Delivered to COMPANY-designated Warehouse(s) and/or Material Yard (s)]

(The Unit Prices set forth in this Pricing Attachment VI represent compensation for all costs, overheads and profits, direct and indirect costs a c lisociated with the furnishing of the spares,including but not limited to procurement, packaging, transportation, taxes, import duties, permit fees, insurance and other incidental expenses.,

i

UNIT PRICE TOTAL AMOUNTITEM

NOITEM DESCRIPTION

NAME OFMANUFACTURER

PARTNUMBER

UNITQRC QRM


(A) (6) ( C ) A X C )

2148 cores, OPGW Non-Zero Dispersionmode, (ITU-T G.6SS) 5000 meters/reel.

shifted, Single Reel [Nl ] 1 reeliI

22 48CDres, U/G-NFOC, Non-Zero Dispersion shifted, Single

mode, (ITU-T G.655). 2000 meters/reel.Reel [Nl ] 1 reel

iI

23 Optical Pigtails equippedend (3 meters long)with FC/PC connectors on one Each [Nl ] 24

II

24Fiber Splicing Termination Panel-Rack Mounted Type with48 Fe/PC (FSTP-RM)

Each [Nl ] 1, I

,

TOTAL PRICE FOR OPERATIONAL SPARE PARTS

The successful bidder shall submit itemized prices and complete technical data.

LegendN l means each Type as used.

QRC (A)- Means the quantity required by COMPANY.QRM (B)- Means the quantity recommended by the Manufacturer for ten [10] years of Operation of the PROJECT .

BF-PA-VI-3 Nam\ in Print and Signature of Bidder


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Saudi Elect r ic i ty ompany

BID FORM

PRICING ATTACHMENT VI

CONTRACT NO. 11 0 3 11 4 7 / 0 0


[Operational Spare Parts Delivered to COMPANY-designated Warehouse(s) and/or Material Yard (s)

(The Unit Prices set forth in this Pricing Attachment VI represent compensation for all costs, overheads and profits, direct and indirect costs c :;sociated with the furnishing of the spares,including but not limited to procurement, packaging, transportation, taxes, import duties, permit fees, insurance and other incidental expenses!)

i

QRC QRMNAME OF PARTUNIT

ITEMITEM DESCRIPTION

MANUFACTURER NUMBER(A) (B)

NO



( C ) A X C )I

Notes:

1. The Manufacturer's Recommended Quantity for 10 Years Operation for each item specified in Column (B) were obtained by Bid :ier from the respective manufacturers forinformation purposes only. Bidder shall only supply, as part of the lump sum Bid Price set forth in Paragraph 2.1 of Bid Form, the i'COMPANY Required Quantity specified inColumn (A) of this Pricing Attachment VI .

2. Bidder shall provide complete Technical spare parts data along with Parent Equipment data six (6) months prior to Technical Completklf1 of the PROJECT.

3. Notwithstanding anything stated elsewhere in the Bidder's Technical and/or Commercial Proposals to the contrary, Bidder agrees to th I following:

3.1 Bidder shall provide all the items specified in Column (A), "COMPANY Required Quantity , of this Pricing Attachment VI , unless aliI item is specifically not applicable for theparticular equipment actually supplied and installed by Bidder under this CONTRACT. Therefore, if any of the items indicated by3 idde r in its Technical and/or CommercialProposals as Not Applicable is found applicable for the finally accepted equipment during the execution of the WORK, Bidder shall pn:vide such items without any additional costto COMPANY.

3.2 Bidder acknowledges that the specific types, ratings and components of the items may not be known until the equipment are f:,ally selected and approved by COMPANYREPRESENTATIVE during the execution of the WORK. Nonetheless, Bidder agrees to provide the "COMPANY Required Qualtitv specified in Column (A) for eachtype/rating/component of equipment item actually supplied and installed by Bidder for the PROJECT under this CONTRACT without an 1 additional cost to COMPANY.

3.3 For t1e same relay specification, if relays from different manufacturers are installed, each type or module of all the relays should be oli'ered.

4. For all items that consist of more than one type/rating/component, Bidder shall provide afurther itemized price break-up showing t; Ie description, unit price and total price ofeach type/rating/component, in separate sheets and in the same format as this Pricing Attachment VI . Bidder shall also provide necessary technical data, drawings, andcatal::Jgues.

End of Bid Form, Pricing Attachment VI

BF-PA-VI-4 Na mi! in Print and Signature of Bidder


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BID FORM CONTRACT NO. 11 0 3 11 4 7 / 0 0PRICING ATTACHMENT VII

SPECIAL TOOLS AND TEST EOUIPMENT PRICE COMPONENT


A U

TOTAL

- saudi KlyalS) ::>audiRlyaISj -

ot Required in this CONTR CT

PRICE FOR SPECIAL TOOLS AND TEST EQUIPMENT Not Required

End o f Bid Form, Pricing Attachment VII

l\lame in Print and Signature of Bidder

BF PA VII l


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BID FORM CONTRACT NO. 1 1 0 3 1 1 4 7 0 0

PRICING ATTACHMENT VIII

PRICE BREAKDOWN FOR TRAINING OF COMPANY PERSONNEL

I J I.11 1:1 j

NO.ITEM DESCRIPTION

Trainees Week[Weeks]

NOT REQUIRE in t h i s CONTR CT

TOTAL PRICE FOR TRAINING OF COMPANY PERSONNEL

[SR] [SR]

NOT REQUIRED

End o f Bid Form Pricing Attachment V I I I

Name in Print and Signature of Bidder

BF PA VIII l


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PROFORMA CONTRACT


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SIGN TURE PAGES


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J ~ l I ~ l ~ l Saudi Electricity CompanyDUPLICATE ORIGINAL I

- - - - - - - - -

.1_.1

CONSTRUCTION OF 380kV OH rL FOR OASSIM - 4S S

This Contract is made and entered into effective as ofthe day of 1432 corresponding to the

day of 2 11

by and between

SAUDI ELECTRICITY COMPANY

Kingdom of Saudi Arabia, ( COfVIPAI\JY ), representedby as

Indicate Name of Contractor)

having offices at , Commercial RegistrationNumber , issued at on _( CONTRACTOR ), represented by as

The parties hereby agree to the following:

1 WORK to be performed by CONTRACTOR

CONTRACTOR shall provide detailed engineeringand design, procure, supply and deliver all

equipment and materials to WOR SITE,construct, install, test and commission and putinto service the 380kV Overhead TransmissionLine for Qassim - 4 Substations, as described inSchedule B hereto attached.

2. Location of WORK:

Design and Procurement Activities to bePerformed Worldwide with the Construction andInstallation Activities to be Performed in QassimArea, in the Kingdom of Saudi Arabia

-


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~ ~ ~ . : l ~ 1 a s ~ 1 Saudi Electr ici ty Company

CONTRACT NO. 11031147/00 , , . . , tv/- - : ~ l r!.1

3. Contract Price expressed in words and figures ciA) rUjl/ \J ~ ~ > . u . . a J 1 - .(This price is subject to change in accordance r L S ~ bl..ll......\ . 1 J J . I \ ~ U ~with the terms and conditions of this Contract) : : ~ I liA b J ~ J

SR (LUMP SLIM)

4. Final AcceptanceContract is:

Date for the WORK in this liA ~ 4 l J 1 ~ ' ; l l ~ . . . J L . : j ~ ~ \

- t

Twenty Eight (28 ) Gregorian Months fromCONTRACT Effective Date

~ J t i ()4 t : J ~ \ ~ ~ A) 6 J ~ . J ¥W~ I ~ ~

5. Bank Guarantee and Bank Details

A. Bank Guarantee (Performance Bond)To guarantee the successful performance of theWORK, CONTRACTOR has submitted thefollowing Bank Guarantee, which by reference ismade an integral part of this CONTRACT:

NumberDatedIssued By (Name of Bank)Amount

CONTRACTOR agrees to keep this BankGuarantee valid throughout the duration of thisCONTRACT and throughout the warranty periodindicated in Paragraph ...1.ID, Warranties andRemedy of Defects, of the General Terms and

Conditions, Schedule "A".

B. CONTRACTOR s Bank Details

CONTRACTOR agrees that all payments to bemade by COrvlPANY to CONTRACTOR under thisCONTRACT shall be made only through directwire transfer to the following CONTRACTOR'sBank Account:

Name of Bank

BranchAccount Number

(IBAN)

~ l . : : . - 4 J I JJu...J1 0J\..HJo.Lo JI..,..,b L J ~ I liAuL.......:o...JI o.Lo JI..,..,b J ~ I ~ u'-:1.J-'-

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. y ~ I C ~ J J

~ I (""Jty11

yL....:J\ ~ . J ~ uliL..=.ll J ~ \ ~ \

- -


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~ ~ ~ ~ ~ I ~ ~ I Saudi Electr ic i ty Company

CONTRACT NO. 11 0 3 11 4 7 / 0 0

6 . Amount o f Insurance

CONTRACTOR shall carry and maintain in forcethe following insurance in accordance withParagraph i l l 1 , Insurance, o f th e GeneralTerms and Conditions, Schedule "A":

6.1 Comprehensive General Liability Insurance: 4...+J J " '" .wI ..l.......::::a J ....L.:z 0+-0L:i: L W I

SR (10,000,000.00) anyone occurrence G lI :> ~ t j ~ J"-U' J\.: .J (,., ••• ,••• )

6.2 Contractor's All RiskInsurance:SR (Contract Price) or replacement

cost of the project

6.3 Medical InsuranceStandard cover by CCHI

i I

6.4 Automobile InsuranceAll the vehicles used by the Contractor forthis Contract shall have standard motor

insurance, + SR: Ten (10) Million againstthird Party Liability (TPL), extended tocover personal accident benefit.

6.5 Professional Indemnity InsuranceSR: 1,000,000 (for Professional staff only)

7 . CONTRACT Documents .l..l.1.J\ ~ l ; ; l .oQ - V

7.1 This COI\JTRACT consists of this signed , ; ; '" .JIl l L.>-o ~ I l l s J ~ \- Vdocument and the following attached W..r.J I ~ L i Jw l , ; \ , oJ!Jdocuments: :"'--

7.1.1 General Terms and ConditionsSchedule "A".

7.1.2 Scope of Work and Technical Provisions - Schedule "B"

7.1.3 Contract Price and Payment - e;J.lJ1 b J ~ J ~ I i ,-V

Provisions - Schedule "C" "c::" J J ~ \


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CONTRACT NO. 11 0 3 11 4 7 / 0 0

7.1.4 Pricing Attachments I, II, III, IV, V,VI, VII, and VIII

7.2 A r e f e r e n c ~ l r L j : h j s C o n t r a c ~ t o ~ n y o f t h edocuments IIstea above shall, I n aodrLlofl,be considered a reference to anyAttachments to said documents and to alldocuments referred to in said documents orAttachments.

8 . otices

All notices, authorizations and approvalspertaining to this Contract shall be in writing. Allnotices between the parties shall be sufficientwhen delivered in person or sent by fax, or bycertified or registered mail, to the appropriateaddress as follows:

COMPANY:

Manager

Consolidated Transmission Area Projects DepartmentSaudi Electricity CompanyNorth Service Office

\ \ • n \ f V/ . • : 1W1 ~ - J

t.J i .J I:.J , J ~ ~ I ~ L . t - ' - Y

. A.JY.Ji.JO.J

c . S 1 ~ u . : l . . r J o-JU) ~ i 'f-V~ ; . l ~ 1 ~ : ; \ ~11 c JJI ; u J l ~ o U I 1 • :L . c l J ~ II U ~ \ , - ~-J . ' T ' • c..s- . •~ I . J J . J I ~ I l ~ ) ~ ~ - J ~ l w l; j J I ~

. .: . \ .... 1 11 ) J.JI.L;oJ1 ill :i

P. O. Box 57, Riyadh 11411 , , t ' , ~ ~ ) l oY Y.lJ-'"Kingdom of Saudi Arabia

Fax No. : 293-2425E-mail: [email protected] [email protected] : ~ . J f i ; l \ .:l 1...r.J1

CONTRACTOR: : J ; ~ I

Tel. No.: _iIA

Fax No. : : ~ u E-mail:


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CONTRACT NO. 11 0 3 11 4 7 / 0 0 , , • , , t V/ • • : .lit.ll ~ .

IN WITNESS thereof, the parties have executedthis CONTRACT in duplicate, intending eachduplicate copy to serve as an original, as of theeffective date set forth above.

SAUDI ELECTRICITY COMPANY COMPANY)

· ~ ~ Signature: . C ; : I 9 ~

Name: :r--- i I

Title: : ~ I

.. WIDate: .


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Saudi lectricity ompany

_io_

S HEDULE "A"


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Saudi Electricity Company

SCHEDlILE A CONTRACT NO. 11 0 3 11 4 7 0 0

GENERAL rERMS AND CONDITIONSTABLE OF CONTENTS

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - . - - - - - - - - - - - - - - - -

Pageitle

A-1. Definitions~ ~ r ~ 2 ; ; ~ ~ ~ : : _ ~

A-2.1 Perform the WORKA-2rovide Materials.2A-2.3 Provide Labor and SupervisionA-2.4 Provide Tools and EquipmentA-2

.5 Obta in Permits and Licenses in CONTRACTOR s NameA-2.6 Obtain Company Identification CardsA-3.7 Provide Security at the WORK SITEA-3.8 Appoint CONTRACTOR REPRESENTATIVEA-3.9 Provide Catering and AccommodationA-3.10 Provide Office SpaceA-3.11 CONFLICT OF INTERESTA-4.12 Perform Other CONTRACTOR ObligationsA-4 Local Conditions and WORK SITE

3,1 A-4nvestigation of Local ConditionsA-4.2 Investigation of the WORK SITEA-5.3 Failure to Conduct WORK SITE InvestigationA-5.4 Repair Damage to Private PropertyA-5 CONTRACTOR Personnel

A-5.1 Sufficient and Qualified PersonnelA-5.2 Priority for Hiring Saudi Nationals for Additional PersonnelA-5.3 Visas for CONTRACTOR PersonnelA-5.4 No Offer of Employment to COMP NY Employees

4,5 A-5ONTRACTOR Personnel Licenses and CertificatesA-6.6 Compliance with COMP NY Work RulesA-6.7 CONTRACTOR Organization Chart

A-6.8 Labor Law of Saudi ArabiaA-6.9 Removal of Unsuitable CONTRACTOR PersonnelA- 6.10 Communicable DiseasesA-6.11 Trade or Certification Tests for CONTRACTOR PersonnelA- 6.12 CONTRACTOR Liability for Failure to Fulfill its ObligationsA-7 CONTRACTOR Equipment

A-7.1 Working Condition of CONTRACTOR EquipmentA-7.2 Importation Licenses and Documentation for CONTRACTOR

Equipment

A-7.3 Limiting Operation of CONTRACTOR Equipment to QualifiedOperators

-

TK Date of Issue: July 2009 Supersedes: January 2009 Denotes Change

I


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A-7. Materials, ools And EquipmentA-7.1 Material StandardsA-7.2 Parts Data PackageA-8.3 Copy of Purchase Order sA-8.4 Demurrage Charges

_ A-8 _ . _ -

Materials

Shipment and Transportation of Materials.6-8.7 Customs Duties

A-8.8 Reimbursement or Deduction of Customs DutiesA-9.9 Import and Customs Laws of Saudi ArabiaA-9.10 Lifting Systems for MaterialsA-9.11 Name of ConsigneeA-9.12 Responsibility for Marshalling of CONTRACTOR Tools and

Equipment

A-9.13 Care, Control and Custody of MaterialsA-9.14 Special Tools Required to Operate and Maintain the PROJE T

A-9. Technical DocumentationA-9.1 Language and Measurement System to be UsedA-9.2 Submission of As-Built Drawings

A-10.3 Dimensions and Locations of EXisting Installation

A-10.4 Interpretation of the Technical SpecificationsA-10. Quality Assurance and Quality Control QA/QC)A-10.1 Quality Assurance ActivitiesA-10.2 QA/QC PlanA-10.3 Independent Inspection AgencyA-10.4 COMPANY Access to Suppliers FacilitiesA-11.5 COMPANY s Failure to InspectA-11. Production TestsA-11.1 Factory TestsA-11.2 Final Test of Major Components

A-11.3 Failure to Pass Pre-Shipment Inspection or TestingA-11.4 Inspection and Testing Conducted According to Schedule B

10. Inspection and Testing by Contractor and Company a t WORKA-12

SITE

A-120.1 Inspection and Testing of the PROJE T

A-120.2 COMPANY REPRESENTATIVE s Presence at all WORK LocationsA-120.3 No Waiver of COMPANY s Rights in Relat ion to WORK DefectsA-120.4 Assistance for COMPANY Inspections

A-120.5 Advance Inspection NoticeA-120.6 WORK Closed or Covered before Inspections

-2

TK Date of Issue: January 2009 Supersedes: july 2005 tDenotes Change


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Pageitle

A-131 CONTR CTOR Safety and Loss Prevention Requirements

A-131.1 Compliance with COMPANY Safety and Loss PreventionRequirements

A-131.2 Safety and Loss Prevent ion Program

A-131.3 COMPANY WORK Permits

A-131.4 No Opening or Closing of Valves and Switches_ L L 5 _ 0 r a L A c c i d e o L R e o o cts_ A-14

A-141.6 Accident Records

A-141.7 Use of Radioactive SourcesA-141.8 First-Aid FacilitiesA-152 CONTR CTOR WORK SITE Responsibility

A-152.1 Temporary Structures

A-152.2 Protection of Existing Vegetation and Structures

A-152.3 Toilet Facilities at the WORK SITE

A-152.4 Cleanliness of the WORK SITE

12.5 Garbage Container and Trash Collection A-16

12.6 Other Work near the WORK SITE A-16

13 WORK SCHEDULE and Reports A-16

13.1 CONTRACTOR's Proposed WORK SCHEDULE A-16

13.2 Progress Report ing A-16

13.3 Progress Reports A-16

13.4 Other Reports and Schedules A-16

13.5 WORK Progress Meetings A-17

13.6 Prior Notice for WORK beyond Normal Working Hours A-17

13.7 CONTRACTOR Demobilization Plan A-17

13.8 Updating the WORK SCHEDULE and Other Reports A-17

13.9 Availability of CONTRACTOR's Documents Upon COMPANY's A-17Request

14 Pollution A-17

14.1 Prevention of Pollution A-17

14.2 CONTRACTOR's Liability for Pollution A-17

15 COMPANY General Obligations A-18

15.1 Pay the CONTRACT Price A-18

15.2 Provide Materials, Tools and Equipment A-18

15.3 Obtain Permits in COMPANY's Name A-18

15.4 Allow CONTRACTOR Access to COrvIPAI JY Controlled Areas A-18

15.5 Obtain Rights-Of-Way A-1S

15.6 Appoint COMPANY REPRESENTATIVE A-18

15.7 Provide Monuments, Bench Marks and Survey Points A-1S

16 Changes A-19

16.1 CHANGE ORDER A-19

16.2 Basis for Determining Compensation for Changes A-19

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~ _ ---- T_i_t_le p_a g e ------l16.3 CHANGE ORDER Agreement Signature A-2016.4 1\1 Compensation for performing Changes without a Change A-20

Order

A-206.5 Changes Required by Poor Design and SpecificationA-20

A-20I o m p e n ~ a f i o n o r tJia-nge

16.6 Failure by CONTRACTOR and COMPANY to Agree on a Change

A-207 Completion and cceptance

A-207.1 Substantia l Breach of ContractA-217.2 Design Complet ionA-217.3 Technical Completion

A-217.4 I\lotice of Technical Completion and Corrective WORKA-227.5 CONTRACTOR s Failure to Perform Corrective WORKA-227.6 Preliminary AcceptanceA-227.7 Final AcceptanceA-237.8 Adjustment to Final Completion DateA-237.9 Acceptance and Final Completion of PROJECT PORTIONSA-238 Warranties and Remedy Of DefectsA-238.1 Warranty Coverage

A-248.2 Warranty Period and Performance of Corrective WORKA-248.3 COMPANY mayor may have Others Perform Corrective WORK

A-248.4 Warranty for Corrective WORKA-248.5 Submission of Warranty CertificatesA-248.6 Rights and Remedies Provided by LawA-24arranty for PROJECT PORTION8.7A-259 Subcontracts

A-259.1 COMPANY Authorization and Subcontracting PlanA-259.2 Subcontracting Notice to COMPANY

A-259.3 Assignment of CONTRACTOR s rights Under SubcontractsA-269.4 No Further Subcontracting

19.5 No Contractual Relationship between Subcontractor andA-26

COMPANY

A-260 Distribution of isks between COMP NY and CONTR CTOR

A-260.1 Damage to CONTRACTOR-Supplied Mat erialsA-260.2 Damage to CONTRACTOR s Tools and Equipment

A-260.3 Damages to the PROJECT Prior to Preliminary AcceptanceA-260.4 Injury to Person, Claims, Losses and Damages to PropertyA-270.5 Definition of COMPANY s Other Property

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Title Page

20.6 CONTRACTOR Liability for Willful Misconduct and Willful A-27Negligence (Limitation of Liability

20.7 Criminal Misappropriation A-27

20.8 Consequential Damages A-2721 Insurance A-27

_2LLJ_Cau::y_ao_d Maintain Insurance at allTimes A-27-

r

21.2 Rights of Subrogation

21.3 Liability for Losses for which CONTRACTOR is Responsible

21.4 Insurance Certificates22 Liquidated Damages for Delay of PROJE T

22.1 Basis of Liquidated Damages Assessment22.2 Formula for Calculating liquidated Damages22.3 Stages of Penalty Assessment

22.4 Maximum Penalty to be Assessed

22.5 CONTRACTOR Liability for COMPANY's Extended SupervisionCost

22.6 Liquidated Damages for PROJE T PORTIONS2 3 Suspension Of WORK

23.1 Notice of WORK Suspension23.2 Resumption of Suspended WORK

23.3 Maximum period of Suspension

24 Termination a t ompany onvenience24.1 I\lotice of Contract Termination24.2 Compensation upon CONTRACT Termination

2 5 Termination by ompany For ause

25.1 Breach of Contract

25.2 Act of Bankruptcy

25.3 Effective Date of Termination

25.4 COMPANY's Right to Complete Terminated WORK25.5 Deduction of the Cost of Terminated WORK from

CONTRACTOR Invoices26 Force Majeure

26.1 Definition of Force Majeure

26.2 Notice of Force Majeure

26.3 45-Consecutive Days of Force Majeure

26.4 Perils of War

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Pageitle

A-347 CONTRACTOR Obligations Upon Suspension or TerminationA-347.1 Cancellation of Agreement with SUBCONTRACTOR and

SuppliersA-357.2 Alternative ArrangementA-357.3 Protection of WORK in Progressr; J ~l ZS seUlemem T \ : Ia lms anQuispui :es

A-358.1 Notice of Additional CompensationA-358.2 Unresolved DisputeA-358.3 Continue Performance of WORK if Dispute ArisesA-368.4 Appeals

A-378.5 Relevant Legal AuthorityA-378.6 Laws of Kingdom of Saudi Arabia shall Control interpretation

and the performance of the CONTR CT

A-378.7 Provision Nullified and Voided by Force of LawA-379 Publicity ReleasesA-370 CertificatesA-370.1 Submission of Temporary or Final CertificatesA-370.2 No Payment Until Certificates are SubmittedA-380.3 Withholding the Last Invoice of Each Fiscal PeriodA-381 - Taxes

A-381.1 I Payment of TaxesA-381.2 I Withholding Tax

3 2 A-39ank GuaranteeA-392.1 Validity of Bank GuaranteeA-392.2 Forfeiting of Bank GuaranteeA-393 Validity Of Commercial RegistrationA-394 Contract Language

35 General Provision A-39A-406 Special Terms and Conditions

A-406.1 IVlanufacturer(s) ResponsibilitiesA-426.2 IVlodifications and Clarific ations to Schedule A

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S HEDULE A CONTR CT NO 1 1 0 3 1 1 4 7 0 0

GENER L TERMS AND CONDITIONS

1 Definitions

1.1 COMPANY , means the Saudi Electricity Company.

1.2 COMPANY REPRESENTATIVE means a party or parties duly authorized byCOMPANY to act on behalf of COMPANY with whom CONTRACTOR may consultat all reasonable times, and whose instructions, requests and decisions shall bebinding on COMPANY as to all matters pertaining to the CONTRACT.

1.3 CONTRACT means the agreement signed by CONTRACTOR and COMPAI\IY forthe performance of the WORK including this Schedule A -General Terms andConditions, Special Terms and Conditions, if any, Schedule B -Scope of WORKand Technical Provisions, and Schedule C Contract Price and PaymentProvisions.

1.4 CONTRACTOR means the firm, company, or establishment, whose bid for theWORK has been accepted by COMPANY and includes the CONTRACTORREPRESENTATIVE, successors or assignee.

1.5 COI\lTRACTOR REPRESENTATIVE means a party or parties duly authorized byCONTRACTOR to act on behalf of CONTRACTOR, with whom COMPANY mayconsult at all times, and whose instructions, requests and decisions shall bebinding on CONTRACTOR as to all matters pertaining to the CONTRACT.

1.6 SUBCONTRACTOR meansand wholly responsible toWORK.

any firm, company or establishment contracted byCONTRACTOR for executing a specific part of the

1.7 OTHER CONTRACTOR means any firm or company or establishment contractedby COMPANY to execute other work outside the scope of the CONTRACT.

1.8 PROJECT means the structures, equipment or itemsengineered, procured, fabricated, installed and constructedpursuant to the CONTRACT.

being designed,by CONTRACTOR

1.9 WORK means all the work and services

pursuant to the terms of this CONTRACT.

to be performed by CONTRACTOR

1.10 WORK SITE means all locations at which CONTRACTOR performs any portion ofthe WORK within the Kingdom of Saudi Arabia pursuant to the CONTRACT.

1.11 AMENDMENT means any alteration in the CONTRACT signed by both partiesother than CHAI\lGE ORDER.

1.12 Critical Milestone Dates are the agreed dates by which specified portions of theWORK are to be completed.

1.13 Final Acceptance Date is the agreed date to complete the WORK.

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2 CONTRACTOR General Obligations

CONTRACTOR shall, in accordance with and subject to the terms and conditions of theCONTRACT, and, in particular, in conformity with work and services to be performed byCONTRACTOR pursuant to the terms of Schedule B , perform its general obligations,which include, but not limited to, the following:

2.1 Perform the WORK

2 .1 1 ~ . e r f o [ m _ a U _ d e t a i l . e d __ desiao and_enqine_e[i[lQ._incomoJ ate __ alJ ._C.Qr\tleAN rstanClards, internationally recognized stanaaros ana specifications, asare incorporated by reference in the CONTRACT, and prepare allspecifications and drawings and any other documents required for theprocurement of materials for fabrication, construction, maintenance andoperation of the PROJECT.

2.1.2 Perform procurement, fabrication, inspection, testing, expediting,shipping, customs clearance and transportation for materials, equipmentand spare parts for the PROJECT.

2.1.3 Construct, install and conduct final testing, inspection and close out ofthe PROJECT.

2.1.4 Perform commissioning and start-up of the PROJECT.

2 2 Provide Materials

Except for materials to be provided by COMPANY pursuant to Paragraph 3 1 ofSchedule B , provide all materials and spare parts required to perform the

WORK ( COI\lTRACTOR-supplied materials").2 3 Provide Labor and Supervision

Provide all of the labor and supervision required to perform the WORK( CONTRACTOR's Personnel ).

2 4 Provide Tools and Equipment

Provide support facilities, machinery, construction plant, equipment and toolsrequired to perform the WORK ( CONTRACTOR's Equipment").

2 5 Obtain Permits and Licenses in CONTRACTOR s Name

Obtain all permits, licenses and other governmental, municipality or otherauthorizations which must be obtained in CONTRACTOR's name and which arenecessary for the performance of the WORK.

2 6 Obtain Company Identification Cards

Immediately after signing the contract, CONTRACTOR shall fill and submit toCOMPANY REPRESENTATIVE a request to issue Company Identification Cards forall employees that will work within COMPANY facilities . Upon issue of CompanyIdentification Cards, CONTRACTOR shall abide by COMPANY policies andprocedures related to Identification Cards (including but not limited to cost ofissuing and fines for loss of said Identification Cards) . CONTRACTOR shall alsoabide by Ministerial Decrees and Government regulations regarding identificationcards. CONTRACTOR may obtain these decrees and regulations fromCOrvIPAI\lY S Industrial Security Department.

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3.3 Failure to Conduct WORK SITE Investigation

The failure of CONTRACTOR to inspect the WORK SITE conditions and acquaintitself with the report s) as mentioned in paragraph 3.2, as are ascertainable, willnot relieve the CONTRACTOR from the responsibility for meeting the FinalAcceptance Date or the Critical Milestone Dates as defined in the CONTRACT andproperly completing the WORK at the price set forth in Schedule C of thisCONTRACT.

When in the course of performing the WORK, CONTRACTOR causes damage toany property; CONTRACTOR shall return the property to its original state atCONTRACTOR's own expense and without claim for reimbursement fromCOrvIPANY

4 CONTRACTOR Per sonnel

4 1 Sufficient and Oualified Personnel

CONTRACTOR warrants that it shall have sufficient, competent and fully qualifiedpersonnel as set forth in the bid documents, to execute the WORK in the mannerand within the time required by the CONTRACT.

4 2 Priority for Hiring Saudi Nationals for Additional Personnel

In obtaining additional personnel to supplement its permanent staff in theperformance of the In-Kingdom portion of the WORK, CONTRACTOR shall givepriority to qualified Saudi nationals and shall ensure that SUBCONTRACTOR do

the same.

4 3 Visas for CONTRACTOR Personnel

CONTRACTOR specifically acknowledges its responsibility to adhere to and abideby requirements of the Government of the Kingdom of Saudi Arabia with regardto the issuance of visas for its expatriate personnel. Non-issuance of visas toCONTRACTOR's expatriate personnel by the Government of the Kingdom ofSaudi Arabia shall not relieve CONTRACTOR of its obligation to perform theWORK. CONTRACTOR's expatriate personnel shall obtain the required passports,visas, and permits necessary to gain entrance into and to exit from the Kingdomof Saudi Arabia.

4 4No Offer of Employment to COMPANY EmployeesCONTRACTOR shall not offer employment to any person who is at such time anemployee of the COMPANY without COMPANY's prior written consent.

4 5 CONTRACTOR Personnel Licenses and Certificates

All of CONTRACTOR's personnel and SUBCONTRACTOR's personnel shall have intheir possession all required and properly validated licenses or certificatesprescribed by the Government of the Kingdom of Saudi Arabia or COMPANY asbeing necessary for the performance of those aspects of the WORK to whichthey are assigned. CONTRACTOR will provide to COMPANY upon COMPANY'srequest copies of these licenses or certificates.

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4.6 Compliance with COMP NY Work Rules

CONTRACTOR s personnel and SUBCONTRACTOR s personnel working in

COMPANY s offices shall comply with all applicable work rules and instructionsissued by COMPANY for its own employees.

4.7 CONTR CTOR Organization Chart

4.7.1 Prior to the commencement of the WORK under the CONTRACT,CONTRACTOR shall submit to COMPANY REPRESENTATIVE for review and

. ',:,,, n,,, , ,L,, , 'Ln n;::u-,i'ZatiClO LCb a ,-LClLne.r-sClrl n e .Lfn r_ tbe WORK . .indudLnQ_adescription of responsibilities and resumes of key personnel.

4.7.2 Key personnel as designated in the organization chart for the WORKshall be assigned to the WORK on a full time basis and shall not beremoved or reassigned by CONTRACTOR without COMPANY s priorapproval. Subject to receiving this approval, and i f the personnel is still

required on the WORK SITE, the CONTRACTOR shall submit forCOMPANY approval at least three resumes of CONTRACTOR personnelwhich CONTRACTOR considers to be adequate replacements.

4.8 Labor Law of Saudi rabia

CONTRACTOR specifically acknowledges its responsibility to its personnelpursuant to the Labor Law of the Kingdom of Saudi Arabia, and attests thatCONTRACTOR (and SUBCONTRACTOR - when applicable-) shall abide by theinstructions and official laws in the Kingdom of Saudi Arabia related toemployment of manpower, and that CONTRACTOR bears sole responsibility forsuch.

4.9 Removal of Unsuitable CONTR CTOR Personnel

At COrvIPAI\lY s discretion and without having to notify the CONTRACTOR of thecause, CONTRACTOR shall a t its own expense, upon receipt of COMPANY swritten request, remove from employment in the WORK any CONTRACTORpersonnel determined unsuitable by COMPANY and promptly replace them withpersonnel suitable to COMPANY.

4.10 Communicable Diseases

CONTRACTOR s and SUBCONTRACTOR s personnel shall be physically fit and freefrom communicable diseases as defined by the Ministry of Health. CONTRACTORshall immediately inform the COrvlPANY REPRESEI\lTATIVE upon discovery of anycases of communicable diseases among its personnel or the personnel of itsSUBCONTRACTOR and the action it has taken in accordance with the Ministry ofHealth reporting requirements.

4.11 Trade or Certification Tests for CONTR CTOR Personnel

COMPANY reserves the right to require CONTRACTOR s or SUBCONTRACTOR spersonnel to undergo any trade test or certification test, at CONTRACTOR s orSUBCONTRACTOR s expense, that COMPANY may require or conduct prior tothe performance of those aspects of the WORK for which such CONTRACTOR sor SUBCONTRACTOR s personnel are assigned.

4.12 CONTR CTOR Liability for Failure to Fulfill its Obligations

CONTRACTOR agrees to defend, indemnify, and hold COMPANY harmless fromany expense, loss, damage, fine or penalty incurred by, assessed against or

demanded from COMPANY as a result of CONTRACTOR s or SUBCONTRACTOR sfailiJrp to fllifill thpir ohligi ltions S ot forth in this Paragraph 4.

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5. CONTRACTOR Equipment

5.1 Working Condition of CONTRACTOR Equipment

All of CONTRACTOR's and SUBCONTRACTOR's equipment shall be in first-classoperating condition, and suitable for the safe and efficient performance of theWORK. All such equipment may be subject to inspection and approval from timeto time by COMP NY or other regulatory organizations. Any such equipmentwhich is rejected as not conforming to the foregoing shall be promptly removedfrom the WORK SITE by CONTRACTOR and replaced with equipment acceptable

completion of the WORK.

5.2 Importat ion Licenses and Documentation for CONTRACTOR Equipment

CONTRACTOR and SUBCONTRACTOR shall obtain all licenses and customsclearances for the importation and re-export of CONTRACTOR's and

SUBCONTRACTOR's equipment.5.3 Limiting Operation of CONTRACTOR Equipment to Oualified Operators

CONTRACTOR's and SUBCONTRACTOR's equipment shall only be operated byqualified personnel who possess valid operating permits and licenses.

6 . Materials Tools and Eguipment

6.1 Material Standards

Except for materials mentioned in paragraphs 3.1 and 3.2 of Schedule "B",CONTRACTOR shall supply all materials, tools and equipment, including start-upspare parts, required for the successful completion of the WORK in accordancewith the following requirement:

6.1.1 All materials supplied by CONTRACTOR shall be new and not more thanone (1) year of manufacturing date of each item.

6.1.2 Materials for the PROJECT shall meet or exceed all required standards,specifications, and schedule requirements as defined elsewhere in theCONTRACT.

6.1.3 CONTRACTOR shall abide by all Ministerial Decrees regarding the use oflocally manufactured materials.

6.2 Parts Data Package

CONTRACTOR shall, within sixty (60) calendar days after placing its purchaseorder or purchase contract for equipment with the manufacturer(s), submit to

COMPANY a complete Parts Data Package for each and every item of equipmentwhich requires operating spare parts as covered by each purchase order orpurchase contract. The Parts Data Package shall include the following:

6.2.1 complete Bill of Materials with appropriate drawings illustrating andidentifying all parts/components in their respective positions on eachitem of equipment. A Bill of Materials is a list of parts required to build aunit of equipment. (See sample shown as xhibit I to Schedule B o f theCONTRACT .

6.2.2 Completed Parent Equipment Cataloging Data Exhibit to ScheduleB of the CONTRACT, for each item of equipment and for each sub

assembly or auxiliary equipment that is identified by a unique model

number or serial number.

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6 2 3 Completed Recommended Spare Parts Data for Parent Equipment,Exhibit I I I to Schedule B of the CONTRACT, for each of the equipmentspecified in the Parent Equipment Cataloging Data form.

6 2 4 List of recommended speci l material and/or tools, if any, requiredfor maintenance, repair and operation of the PROJECT

6 2 5 Manufacturer s list of all interchangeable parts/components,any, between the manufacturer's equipment.

if

CONTRACTOR shall furnish COMPANY with un-priced copies of all purchaseorders placed by them for materials, both local and international, and shallsupply copies of bills of lading and other shipping documents including packinglists relating only to those materials and equipment (including spare parts and

tools) to be incorporated into the PROJECT as part of the WORK

6 4 Demurrage Charges

CONTRACTOR shall be responsible for payment of all demurrage chargesaccruing at the port of entry through delay in dockside clearance byCONTRACTOR without claim for reimbursement from COMPANY

6 5 Licenses and Permits for the Importation of Restricted Materials

CONTRACTOR shall be responsible for obtaining licenses, permits and otherdocumentation required for the importation of restricted materials such asradios, explosives, radioactive isotopes, highly volatile or otherwise dangerous

chemicals.6 6 Shipment and Transportation of Materials

CONTRACTOR shall arrange for and pay all transportation of all materials for thePROJECT from manufacturer to port of exit, ocean and airfreight to Saudi Arabia,and freighting to and within the WORK SITE.

6 7 Customs Duties

Except as provided in Paragraph 6 8 of this Schedule A , COI\lTRACTOR shallpay without claim for reimbursement from COMPANY all customs duties andtaxes including all fees of any kind and nature required or levied by the

Saudi Arabian Government on all imported materials and equipment(including spare parts and tools) to be incorporated into the PROJECT andon all imported COI\lTRACTOR's equipment (including spare parts and tools)to be used in performing the WORK.

6 8 Reimbursement or Deduction of Customs Duties

In the event that the rate of customs duties are increased or decreased atany time after the CONTRACTOR submitted its Commercial Proposal for thisCONTRACT, COMPANY shall either reimburse CONTRACTOR or deduct fromCONTRACTOR invoices, in accordance with Paragraph 3 1 of Schedule C ofthis CONTRACT.

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6 9 Import and Customs Laws of Saudi Arabia

CONTRACTOR acknowledges that the import and Customs laws and regulationsof the Kingdom of Saudi Arabia shall apply to the import and shipment of anyproducts or components thereof to or from Saudi Arabia including theregulations related to prohibition of importation.

6 10 Lifting Systems for Materials

r O I \ J I R t l I O R s b a J L d e s i a o _ a n d _ e n q j o e e U b ~ _ m a J ~ L l i l l lftinQ2ystems necessaryto transp6rthealiY lift materials for the PROJECT by rantl and sea trom tnemanufacturer plants and facilities to the WORK SITE and shall arrange for suchtransportation

6 11 Name of Consignee

All materials and equipment (including spare parts and tools) imported into theKingdom of Saudi Arabia shall name as sole consignee, the CONTRACTOR.

6 12 Responsibility for Marshallinq of CONTRACTOR Tools and Equipment

On completion of the WORK, CONTRACTOR shall be responsible for themarshalling of all tools and equipment imported for the execution of the WORKand for the obtaining of re-export permits, transportation and freighting ofsuch tools and equipment. COMPANY shall not provide land for CONTRACTOR'suse for such marshalling.

6 13 Care. Control and Custody of Materials

CONTRACTOR shall be responsible for the care, control, and maintenance of allmaterials, tools and equipment obtained for the execution of the WORK up toFinal Acceptance of the WORK and failure, loss, or damage to such material orequipment prior thereto shall be for account of CONTRACTOR.

6 14 Special Tools Required to Operate and Maintain the PROJE T

CONTRACTOR shall provide any special tools to install, adjust, operate andmaintain the PROJECT during start-up. Special tools required for subsequentmaintenance shall be provided and turned over to COMPANY in an as-newcondition on Preliminary Acceptance.

7. Technical Documentation

CONTRACTOR shall supply to COMPANY all the technical documentation as specified inSchedule B .

7 1 Language and Measurement System to be Used

All correspondence and documentation provided by CONTRACTOR shall be in theArabic or English languages as applicable and when specifically requested byCOrvIPANY Only the metric system of measurement shall be used.

7 2 Submission of As-Built Drawings

Upon Final Acceptance of the WORK, CONTRACTOR shall submit to COMPANY the

finalas-built drawings and documents the

COMPANYdeems

necessaryto

maintain for its own records, and in accordance with the requirements ofSchedule B .

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7.3 Dimensions and Locations of Existing Installation

Dimensions and locations of existing and proposed installations and

appurtenances shown on drawings and data sheets supplied by COMP NY areapproximate only. All dimensions and locations relating to existing and proposedinstallations shall be checked and verified by CONTRACTOR at the WORK SITEbefore starting the WORK.

7.4 Interpretat ion of the Technical Specifications

Whenever disagreement between CONTRACTOR and COMPANY arises concernihgthe meaning of a part of or the whole Technical Specifications, then COIVlP NYREPRESENTATIVE's interpretation of the applicable part, or the whole, shallgovern.

8. Quality Assurance and Quality Control QA/QC)

8.1 Quality Assurance Activities

CONTRACTOR shall provide quality assurance to ensure that all specificationsand standards of the CONTRACT are met. CONTRACTOR's quality assuranceactivities shall include quality control functions including but not limited to,inspection, testing and examination.

8 2 QA QC Plan

Prior to the commencement of WORK under the CONTRACT, CONTRACTOR shallsubmit to COMPANY, CONTRACTOR's quality assurance and quality control planin accordance with Schedule B for engineering, materials procurement,

fabrication, testing and inspection.

8.3 Independent Inspection Agency

CONTRACTOR shall contract with an independent (meaning other than anaffiliate, subsidiary or interlocked directorate of CONTRACTOR or any othersimilar association) inspection agency to provide quality control monitoring ofCONTRACTOR's quality assurance and quality control program for all materialsmanufactured or procured by CONTRACTOR including all required testing duringmanufacturing. This independent agency shall furnish material status, inspectionand test reports to COMP NY as specified in Schedule B .

8.4 COMPANY Access to Suppliers Facilities

8.4.1 COMPANY REPRESENTATIVE will be provided access to CONTRACTOR'ssupplier's facilities for purposes of obtaining information on productionprogress, determining status and witnessing the tests and inspections.

8.4.2 COMPANY REPRESENTATIVE will be informed of CONTRACTOR'ssupplier's methods of reporting production progress.

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8.4.3 CONTRACTOR will make reasonable fforts to obtain access to supplierplants, for COMPANY REPRESENTATIVE, subject to the conditions setforth above, where shipment is to be made directly from the supplier'splant to the port of exit.

8.5 COMPANY's Failure to Inspect

COIVIPANY s failure to inspect shall in no way relieve CONTRACTOR of anyobligation set forth in the CONTRACT.

9. Production Tests

Materials and equipment tests and inspection shall be conducted in the mannerstipulated in Schedule "B" and the following requirements:

9.1 Factory Tests

For major factory tests during the manufacturing flow cycle, which COMPANY hasspecifically indicated a desire to witness, CONTRACTOR shall issue to COMPANYa written notice specifying the date and the time of the test at least thirty (30)days prior to the occurrence of such tests to permit COMPANY REPRESENTATIVEto attend. Completion of such major factory tests, however, will not be delayedto accommodate the COMPANY REPRESENTATIVE.

9.2 Final Test of Major Components

9.2.1 In the case of the final test of major components prior to shipment fromthe factory and which COMPANY has specifically indicated a desire towitness, CONTRACTOR shall issue to COMPANY a written notice at least

thirty (30) days prior to the occurrence of such tests, to permit theCOMPANY REPRESENTATIVE to attend.

9.2.2 f COMPANY REPRESENTATIVE is not present at the time scheduled forthe final tests, the final test will proceed without further delay; prOVidedthat the Representative of the Independent Inspection Agency describedin Paragraph 8.3 of this Schedule "A" is present.

9.3 Failure to Pass Pre-Shipment Inspection or Testing

Where pre-shipment inspection or testing demonstrates that a unit or units donot conform to specification, COMPANY shall have the right to reject the affectedunit, or part thereof, and to demand that CONTRACTOR replace such unit or part

thereof, with a conforming unit or part provided that CONTRACTOR cannot bringsuch unit or part thereof into conformity with specification, within a reasonabletime, so long as there is no effe t on the time frame for the execution of theproject.

9.4 Inspection and Testing Conducted ccording to Schedule B

Inspection and testing of materials and equipment shall be conducted in themanner stipulated in Schedule "B" of this contract.

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11 CONTRACTOR Safety and oss Prevention Requirements

11.1 Compliance with COMPANY Safety and oss Prevention Requirements

CONTRACTOR shall at all times comply with and ensure that CONTRACTOR'sand SUBCOI'.JTRACTOR'S employees and agents comply with all COMPANYSafety and Loss Prevention rules and regulations. Specifically, it shall be theCONTRACTOR's responsibility to comply with the provisions of COMPANY'spublication entitled "Accident Prevention Manual", and any revisions t o t heforegoing_its may be made by COMPANY from t ime to t ime, and such otherrelate-d reqUirements, sp-e-Cifi1:atiO-ns and standards as are made Known tCONTRACTOR by COMPANY during the performance of the WORK.CONTRACTOR is solely responsible for familiarizing itself with all such rules andregulations, which are available from COMPANY's Loss Prevention Division.CONTRACTOR shall take, or cause to be taken, any additional measures whichthe COMPANY REPRESENTATIVE may direct to protect against injury to or

death of any person or damage to or loss of a ny p ro pe rt y duringCONTRACTOR's performance of the WORK.

11.2 CONTRACTOR Safety and oss Prevention Proqram

11.2.1 CONTRACTOR shall develop a safety and loss prevention program toensure that the WORK is prosecuted in a manner that prevents therisks of injury to personnel or damage to equipment and property.

11.2.2 Immediately upon the execution of the CONTRACT, CONTRACTORshall prepare and submit its safety and loss prevention program toCOMPANY, for COrvlPANY's approval. CONTRACTOR shall ensure fullimplementation of the program in accordance with Schedule "B".CONTRACTOR shall appoint a safety supervisor to coordinate theprogram.

11.3 COMPANY WORK Permits

CONTRACTOR shall obtain each day COMPANY work permit(s) for any WORK tobe carried out during such day in any COMPANY specified "restricted area". Itshall be the CONTRACTOR's responsibility to ascertain, in advance, whether theWORK area is designated a restricted area. COMPANY REPRESENTATIVE shallgive guidance on restricted area locations.

11.4 No Opening or Closing of Valves and Switches

CONTRACTOR shall ensure that CONTRACTOR's personnel and

SUBCONTRACTOR's personnel do not open or close any valves, electricalswitches, or operate any other piece of COMPANY plant without the priorapproval of COMPANY and t he n o nl y u nd er the direct supervision of thesupervising operator or plant foreman.

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11.5 Oral Accident Reports

CONTRACTOR shall ensure that an immediate oral report is made to COMPANYREPRESENTATIVE in the case of all:

11.5.1 Fatal injuries.

11.5.2 Injuries requiring medical attention which result in lost time.

11.5.4 Damage to any plant or equipment not owned by CONTRACTOR.

11.5.5 Fires.

In the case of fatal or non-fatal injuries oral reports shall be followed promptlyby a written report. For accidents involving damage only, a full written reportshall be forwarded to COMP NY REPRESENTATIVE promptly after theoccurrence.

11.6 Accident Records

CONTRACTOR shall maintain in a format approved by COMPANYREPRESENTATIVE, a current record showing all:

11.6.1 Working injuries.

11.6.2 Fires.

11.6.3 Incidents of equipment and property damage over SR 10 000.

11.6.4 Motor vehicle collisions.

11.6.5 Incidents involving damage to COMPANY equipment and property.

This record shall be available for inspection at all reasonable times and shall besubmitted to COMP NY on request.

11.7 Use o f Radioactive Sources

CONTRACTOR shall ensure that restricted materials will be used only if theusage is in compliance with laws, rules, and regulations of the Government ofthe Kingdom of Saudi Arabia and with prior approval of COlvIPANY. Where theWORK requires the use of ionizing radiation either by the CONTRACTOR orsome other organization approved by COMPANY, CONTRACTOR shall ensurethat all employees are made aware of the precautions to be taken.

11.8 First Aid Facilities

CONTRACTOR shall provide and maintain adequate first-aid facilities at theWORK SITE, in accordance with all laws, rules and regulations of theGovernment of the Kingdom of Saudi Arabia.

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12 CONTRACTOR WORK SITE Responsibility

12.1 Temporary Structures

12.1.1 The establishment or construction by CONTRACTOR of all WORK-related storage areas and temporary structures on or adjacent toCOMPANY premises shall be authorized in advance by COMPANY andshall be confined to areas specified by COMPANY.

12.1.2 O N T R A C T O R ~ ~ ~ provide u t h o r i z e d ~ m p o r r y S!fuctures ~ t itsown expense. 001: aireac.iy a c c u f f l ~ j i ; f i t U IJI lUI U II t:: t::ln::i..llvt:: uoecof the CONTRACT, promptly thereafter, CONTRACTOR shall submit toCOMPANY REPRESENTATIVE, for COMPANY's approval, a plan forproposed ancillary site facilities required by CONTRACTOR duringperformance of the WORK.

12.1.3 The plan for ancillary site facilities shall include but not be limited to:materials and equipment storage facilities, site offices conferenceroom, prayer area, clinic, camp accommodations, sanitary facilities,vehicle parking, temporary electrical supply, telecommunicationfacilities and trash collection, as well as proposed locations for each inaccordance with Schedule B

12.2 Protection of Existing Vegetation and Structures

12.2.1 CONTRACTOR shall preserve and protect all existing vegetation suchas trees, shrubs and grass on or adjacent to the WORK SITE that donot interfere with the WORK.

12.2.2 Except as may be otherwise provided in Schedule "B", CONTRACTOR

shall protect from damage all existing structures, improvements orutilities at or near the WORK SITE, and shall repair and restore atCONTRACTOR's expense any damage thereto resulting fromCONTRACTOR's failure to exercise reasonable care in protecting thesame during CONTRACTOR's performance of the WORK. fCONTRACTOR fails to undertake these repairs or restoration,COMPANY shall have such repairs or restoration performed by othersat CONTRACTOR's expense.

12.3 Toilet Facilities at the WORK SITE

CONTRACTOR shall provide and maintain for its personnel ample toilet facilitiesat the WORK SITE in accordance with applicable COMPANY standards andspecifications. Sanitary facilities shall be operational at all times while thereare personnel on the WORK SITE

12.4 Cleanliness of the WORK SITE

CONTRACTOR shall at all times keep the WORK SITE neat, clean and free ofwaste material and trash. CONTRACTOR shall, at the direction of COMPANY,promptly remove from the WORK SITE any surplus equipment and materialsnot required for the WORK. Before completion of the WORK and before finalpayment is made, CONTRACTOR shall at COMPANY's direction, remove fromthe WORK SITE all equipment, temporary structures, trash, unused materialsand other such items. In the event of CONTRACTOR's failure to discharge theforegoing obligation COMPANY may accomplish the same, or have itaccomplished by others, all at CONTRACTOR's expense.

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CONTRACTOR shall provide sufficient covered garbage containers at allnecessary places to ensure adequate storage capacity and to prevent litter.CONTRACTOR shall clean the premises and collect trash and refuse at leastdaily. CONTRACTOR shall dispose of garbage and refuse in a manneracceptable to COMPANY. CONTRACTOR shall immediately remove any garbagethat may pose a fire, health, or environment hazard.

12.6 Other Work near the WORK SITE

I t is understood that COflilPANY may itself perform work at or near the WORKSITE, or have such work performed by other Contractors. CONTRACTORagrees to cooperate fully with COMPANY or any other Contractors performingsuch work, and not to interfere with the performance of such work.

13. WORK S HEDULE and Reports

13.1 CONTRACTOR s Proposed WORK S HEDULE

Prior to the commencement of WORK under the CONTRACT, CONTRACTORshall prepare and submit to COMPANY, CONTRACTOR's proposed schedule( WORK SCHEDULE ). The WORK SCHEDULE shall be based on and incorporatethe scheduled design and fabrication completion dates, Critical MilestoneDate(s) and Final Acceptance Date and shall show the order in whichCONTRACTOR shall perform the WORK, and any other information concerningCONTRACTOR's WORK scheduling as COMPANY may request.

13.2 Progress Reporting

13.2.1 The WORK SCHEDULE shall be used as the basis for progressreporting, schedule controlling and schedule forecasting. At regularintervals, CONTRACTOR shall revise the WORK SCHEDULE to includethe effe t of Changes (as defined in Paragraph 16.1 of this Schedule"A") and to reflect actual WORK progress. CONTRACTOR shallregularly prepare schedule forecasts that predict the actual date(s) ofdesign and fabrication completion, Technical Completion and FinalAcceptance, and any separable portions thereof specified byCOMPANY, plus the occurrence of any Critical Milestone Dates listed inAttachment to Schedule B .

13.2.2 CONTRACTOR shall promptly notify COMPANY of any anticipated oractual slippage in the performance of the WORK as compared to theWORK SCHEDULE to enable COMPANY and CONTRACTOR to promptlyinitiate appropriate remedial action.

13.3 Progress Reports

CONTRACTOR shall submit to COMPANY a WORK Progress Report on a Bi-Weekly basis or more frequently as specified in Schedule 'B".

13.4 Other Reports and Schedules

In addition to the WORK SCHEDULE and reports set forth under this Paragraph13, CONTRACTOR shall furnish the COfliIPAI\JY with other reports and schedulesas stipulated under Schedule "B",

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13 5 WORK Progress Meetings

WORK progress meetings shall be held regularly between COMPANY and

CONTRACTOR in accordance with the provisions of Schedule B .

13 6 Prior Notice for WORK beyond Normal Working Hours

Should it be necessary for CONTRACTOR to work other than its normal workinghours as shown on the WORK SCHEDULE, then CONTRACTOR shall giveCOMP NY i t . minimum f 1 2 hours writteo. advance. notification in . each.instance.

13 7 CONTRACTOR Demobilization Plan

Not less than sixty [60] days prior to the date CONTRACTOR anticipates FinalAcceptance of the WORK, CONTRACTOR shall submit to COMPANY

REPRESENTATIVE a plan for demobilizing from the WORK SITE. Said Plan shallprovide coverage for start-up and commissioning.

13 8 Updating the WORK S HEDULE and Other Reports

Neither the updating of CONTRACTOR's WORK SCHEDULE, nor the submission,updating change or revision of any other report or schedule submitted toCOrvIP I\lY by CONTRACTOR under the CONTRACT nor COMPANY's review of anysuch report or schedule shall have the effe t of amending or modifying in anyway the Final Acceptance Date, Critical Milestone Dates or of modifying orlimiting in any way CONTRACTOR's obligations under the CONTRACT.

13 9 Availability of CONTRACTOR s Documents Upon COMPANY s Request

All of CONTRACTOR's calculations and documents supporting schedules,reports and forecasts shall be available to COMPANY on request.

14. Pollution

14 1 Prevention of Pollution

CONTRACTOR shall prevent pollution or contamination of the land or waterarising out of CONTRACTOR's or SUBCONTRACTOR's performance of theWORK. Should there be a discharge or escape of any quantity of pollutantsradioactive materials or contaminants during the performance of the WORK,CONTRACTOR shall immediately take the necessary action to contain controlrecover or disperse the substance at CONTRACTOR's expense. I f CONTRACTORfails to take such necessary action, COrvIP I\lY shall have others perform this

ffort at CONTRACTOR's expense.

14 2 CONTRACTOR s l iabi l i ty for Pollution

CONTRACTOR assumes all liability for and shall defend indemnify and holdCOMPANY harmless from all claims, losses, expenses or damages resultingfrom or incurred in the control and removal of, any and all pollution orcontamination of the land or water arising from spills or discharges of fuels,lubricants motor oils, transformer oil, pipe dope paints solvents bilge,garbage and other like materials wholly in CONTRACTOR's orSUBCONTRACTOR's possession.

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16 Changes

16.1 CHANGE ORDER

16.1.1 At any time, COMPANY may direct, in a CHANGE ORDER,CONTRACTOR to make a change within the general scope of theCONTRACT ("Change") such as, but not limited to, alterations of theWORK or changes in the sequence of the performance of the WORKand CONTRACTOR shall perform the WORK as specified in theCHAI \JGE ORDER.

16.1.2 In addition to describing the Change, a CHANGE ORDER shall includethe following:

a] Any adjustment in the Critical f'Jlilestone Dates or FinalAcceptance Date resulting from the Change and

b] The lump sum price of or the basis for determining any increasein the compensation due CONTRACTOR or credit due COMPANYas a result of the Change, if any

16.2 asis for Determining Compensation for Changes

16.2.1 COMPANY shall establish the basis for determining the compensationdue CONTRACTOR or credit due COMPANY for each Change, asfollows:

a] The prices stated in Attachments to Schedule "C" will be used todetermine the compensation to be paid to CONTRACTOR for

Changes or credit due COMPANY, provided that such Changemust not exceed an increase in the WORK by more than 10%(ten percent) or a decrease by more than 20% (twenty percent)of the CONTRACT Price.

b] Changes exceeding an increase in the WORK by more than 10%(ten percent) or decrease by more than 20% (twenty percent) ofthe CONTRACT Price shall be negotiated between COMPANY andCONTRACTOR, pursuant to Paragraph 2.1 of Schedule "C".

16.2.2 Such Changes shall be set forth in the CHANGE ORDER in accordancewith Paragraph 16.2 of this Schedule "A".

16.2.3 Should COMPANY and CONTRACTOR fail to agree on the amount ofthe compensation or credit due for each Change or fail to agree on anadjustment to the Final Acceptance Date or Critical Milestone Dates,COMPANY may nevertheless direct CONTRACTOR, in a CHANGEORDER signed by COMPANY alone, to proceed with the WORK aschanged. Should COIV1PANY so direct COI\JTRACTOR, CONTRACTORshall proceed with the WORK as changed and COMPANY shallcompensate CONTRACTOR or calculate the credit due COMPANY, inaccordance with COMPANY's good faith estimate of the cost orsavings resulting from the Change. CONTRACTOR's performance ofthe WORK as changed shall not prejudice any request byCONTRACTOR for additional compensation for the Change or for anadjustment in the Final Acceptance Date or Critical Milestone Datesnor COMPANY's claim for a credit.

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.. .ro ~ . - . S ~ Saudi Electricity Company16.3 CH NGE ORDER Agreement Signature

Except as provided under paragraph 16.2.3 above, each CHANGE ORDER

Agreement shall be signed by both parties. All work involved in a Change shallbe performed in accordance with the terms and conditions of the CONTRACT,and without any prejudice to any COMPANY's rights in suspension ortermination in accordance with the CONTRACT.

16.4 No Compensation for performing Changes without a CH NGE ORDER

f a Change may result in a request for an increase in the compensation due~ ~ ~ ; ~ ~ ~ ~ ~ ~ ~ ~ ? ~ ; ~ ; ~ f ; ~ ~ ~ _ ~ _ _ _ ~ ~ _ ~ ~ _ ~ _ ~

___ ~ _ ~ _ ? J

__~ ~ _ ~ J ? _ ~ _ ~ ~ ~ _ ~ ~ __ _ ~_ _ ~ _ ~

Critical Milestone Dates, CONTRACTOR shall not proceed with the workinvolved in the Change without a CHANGE ORDER signed by COMPANY

f CONTRACTOR proceeds with the additional work involved in such a Changewithout a CHANGE ORDER, CONTRACTOR shall not be entitled to any additionalcompensation for the work performed or to any adjustment of the Final

Acceptance Date or Critical Milestone Dates as a result of the Change.16.5 Changes Required by Poor Design and Specifications

Changes required by poor design, specification omissions, correction of errorsprocurement construction or any other failure on the part of CONTRACTOR tocomply with the CONTRACT, shall not be considered as Changes, but will bewholly at CONTRACTOR's responsibility and cost.

16.6 Failure by CONTRACTOR and COMPANY to Agree on a Change

f COMPANY and CONTRACTOR fail to agree on whether or not any direction byCOMPANY constitutes a Change, COMPANY may direct CONTRACTOR, inwriting to proceed with the WORK as changed and CONTRACTOR shallimmediately proceed with the WORK as changed. CONTRACTOR's performanceof such WORK, as changed, shall not prejudice either COMPANY's orCONTRACTOR's position that such direction constitutes a Change, and that theFinal Acceptance Date and/or Critical Milestone Dates should be adjustedand/or that CONTRACTOR should receive additional compensation for suchWORK or that COMPANY should receive additional credit for reduction of theWORK.

Failure by CONTRACTOR and COMPANY to Agree on Compensation forChange

Should COMPANY and CONTRACTOR fail to agree as to the compensation dueCONTRACTOR or credit due COMPANY, adjustments in the Final AcceptanceDate or Critical Milestone Dates, or whether a direction from COMPANYconstitutes a Change, such dispute shall be resolved in accordance withParagraph 28, Settlement of Claims and Disputes, of this Schedule A .

17 Completion and Acceptance

17.1 Substantial Breach of CONTRACT

CONTRACTOR shall commence the WORK promptly upon the commencementdate set forth in Schedule B and shall prosecute the completion thereof withdiligence and dispatch and in such a way as to ensure that the FinalAcceptance Date and Critical Milestone Dates are met. Should CONTRACTORfail to so prosecute the WORK, such failure shall constitute a substantial breachof the CONTRACT.

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17.2 Design Completion

Design Completion shall be achieved when all designs, engineering, drawings,standards, specifications, vendor drawings and other documents required inSchedule B for design, fabrication and construction of the PROJECT arecompleted and, to the extent required in Schedule B , are reviewed andapproved to be issued for construction (IFC) by COMPANY and when all vendordrawings for major engineered items of equipment have been received byCOMPANY.

i I. :> ecnnu a l o m p n L i u i l

Technical Completion of the PROJECT shall be achieved when:

17.3.1 All components, assemblies, or structures to be supplied byCONTRACTOR have been assembled and installed in strict compliancewith the approved plans, drawings, and specifications, and

17.3.2 All required testing and commissioning of the PROJECT or any of itscomponents, assemblies, or structures installed by CONTRACTOR havebeen successfully achieved, and

17.3.3 The PROJECT is constructed in accordance with the requirements ofSchedule B , and

17.3.4 The WORK SITE is clean and in a safe condition with all constructiondebris, equipment and excess materials removed, and

17.3.5 COrvIPAI\lY has given COI\lTRACTOR a written notification that allTechnical Completion activities have been completed and that thePROJECT is ready for thirty (30) consecutive calendar daysPerformance Trial.

17.4 Notice of Technical Completion and Corrective WORK

17.4.1 Not less than thirty (30) days prior to the date CONTRACTORanticipates Technical Completion of the PROJECT, CONTRACTOR shallnotify COMPANY in writing of the date on which CONTRACTORanticipates that the PROJECT will be technically complete.

17.4.2 When CONTRACTOR considers the PROJECT to be technically complete,CONTRACTOR shall notify COMPANY in writing.

17.4.3 Within thirty (30) days of receipt of the notice from CONTRACTOR,COMPANY shall inspect the PROJECT and, if CONTRACTORdemonstrates to COIVlPANY s satisfaction that the PROJECT istechnically complete in accordance with the CONTRACT, COMPANY shallnotify CONTRACTOR in writing that all Technical Completion activitiesare complete for the PROJECT.

17.4.4 f the PROJECT is not technically complete in accordance with theCONTRACT, or COMPANY believes that it may not be, COMPANY shallso notify CONTRACTOR, in writing, specifying the respects in which thePROJECT is or may be deficient and CONTRACTOR shall correct thedeficiencies or demonstrate to COMPANY's satisfaction that nodeficiencies exist.

17.4.5 CONTRACTOR shall notify COMPANY in writing when it considers thedeficiencies corrected and COMPANY shall inspect the PROJECT within

thirty (30) days of receipt of such notice.

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17.4.6 f CONTRACTOR demonstrates to COMPANY's satisfaction that thePROJECT, as corrected, is technically complete in accordance with theCONTRACT, COMPANY shall notify CONTRACTOR in writing that all

Technical Complet ion activities are complete.

17.4.7 f the PROJECT, as further corrected, is again not complete inaccordance with the CONTRACT, or COMPANY believes it may not be,the parties shall again proceed in the manner described above until alldeficiencies are corrected or CONTRACTOR demonstrates toCOMPANY's satisfaction that. the PROJECT ~ c o r r e c t e d ~ technicallycomplete ana mePKUJi:L I IS aeCiarea In wrn:mg oyC0 i viPAi -iY Detechnically complete and is ready for a thirty (30) consecutive calendardays performance trial.

17.5 CONTRACTOR s Failure to Perlorm Corrective WORK

Should CONTRACTOR fail to start any required corrective WORK promptly afterreceipt of COMPANY's notice, or fail to perform such corrective WORKcontinuously and with due diligence to completion COMPANY may, at itsoption perform such corrective WORK itself or through others and charge thecost to CONTRACTOR.

17.6 Preliminary Acceptance

Preliminary Acceptance of the PROJECT shall be achieved when:

17.6.1 COMPANY has informed CONTRACTOR in writing that the PROJECThas successfully completed thirty (30) consecutive calendar days oftrial run period in accordance with all contractual obligations and

17.6.2 All utilities and support systems are fully operational and

17.6.3 COMPANY has received Field marked -up As built drawings andOperations Maintenance manuals, and

17.6.4 All warranties are in place pursuant to the terms of the CONTRACT,and

17.6 .5 The Test Record Books have been received by COMPANY, and

17.6.6 All Outstanding Punch list items are completed by CONTRACTOR tothe full satisfaction of the COMPANY and

17.6.7 The COMPANY has received from CONTRACTOR a list ofmanufacturers of equipment and equipment components supplied andinstalled under the CONTRACT, and

17.6 .8 COMPANY has received the complete Parts Data Package and

17.7 Final Acceptance

Final Acceptance of the WORK shall be achieved when:

17.7.1 Technical Completion for the PROJECT has been achieved, and

17.7.2 Preliminary Acceptance of the PROJECT has been achieved, and

17.7 .3 CONTRACTOR has fully demobilized from the WORK SITE, andA-22

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17.7.4 All final "as-built" drawings and the Operation and MaintenanceManuals have been received by COMPANY and

17.7.5 CONTRACTOR has delivered to the COMPANY's warehouses the operationand maintenance spare parts, as stipulated in Schedule "B", and

17.7.6 The COMPANY personnel have been trained on operation andmaintenance of the PROJECT as described in Schedule B of thisCONTRACT, and

17.7.7 CONTRACTOR has delivered to COMPANY the specialized TestEquipment.

17.7.8 The Final Receipt and Release Agreement (form # 15076) has beensigned by CONTRACTOR and COMPANY in accordance with Schedulelie .

17.8 Adjustment to Final Acceptance Date

The Final Acceptance Date and Critical IVlilestone Dates shall only be adjustedwhen so stipulated in an AMENDMENT or in a CHANGE ORDER Agreement.

17.9 Acceptance and Final Completion of PROJE T PORTIONS

f the PROJECT includes more than one (1) PROJECT PORTION as may beindicated in Schedule "B" of this CONTRACT, the provisions of this paragraph17 shall be applied separately for each PROJECT PORTION for purposes ofParagraph 22.3 of this Schedule "A".

18 Warrant ies and Remedy of Defects

18.1 Warranty Coverage

CONTRACTOR warrants:

18.1.1 that it shall perform the WORK in a first class and workmanlikemanner, and

18.1.2 that the PROJECT shall be engineered and designed in accordancewith the highest quality, efficiency and state of the art design andengineering practices; shall meet the design criteria described inSchedule B and any additional design criteria agreed to byCOMPANY; and as engineered and designed, shall be fit for thepurposes intended, and

18.1.3 that the materials for the PROJECT shall be merchantable, fit for thepurposes intended, free of defects in design, material orworkmanship, and conform to the standards and specificationscontained or referred to in Schedule B and any additional standardsand specifications required by COMPANY, and that COMPANY shallhave complete title to such materials upon final acceptance of thePROJECT without any withholding rights, financial obligations, orsecurity interest; and

18.1.4 that the installation of all parts and units of the PROJECT shall be free

of defects in workmanship and in accordance with the designs,drawings, and specifications prepared by CONTRACTOR and with goodand efficient fabrication and craft practices, and

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18.1.5 that all materials and equipment are compatible with theInternational Standards, and that test certificates are provided.

18.2 Warranty Period and Performance of Corrective WORK

Should COMPANY discover at any time prior to or within one (1) year afterPreliminary Acceptance that the WORK does not conform to the warranty setforth in Paragraph 18.1 of this Schedule "A", CONTRACTOR shall, after receiptof notice from COMPANY, promptly perform or arrange for the performance ofany corrective WORK required to make thelNORK conform the warranties r ~ ~ i u i i ~li :::> juTt 'dragrapn 1 6 . 1 aoove, inClUDing ail WUKK or removal,engineering, des ign, r ep lacement or re-fabrication of material andreinstallation as may be necessary. The correct ive WORK shall be performedto COMPANY's satisfaction and shall be accomplished at no cost to COMPANY.

18.3 COMP NY mayor may have Others Perform Corrective WORK

Should CONTRACTOR refuse to under take the corrective WORK, then theCOMPANY may perform or have others perform some or all of the correctiveWORK at CONTRACTOR's expense, without prejudice