3 Bid Package Contract No 110

~!.:'~ 4:;t~~1 as~1 Saudi Electricity Company

BID FORM CONTRACT NO. 11031147/00 PRICING ATTACHMENT "III"

MATERIAL AND EOUIPMENT PRICE COMPONENT (Material/Equipment Items Delivered to CONTRACTOR's Marshalling 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) ~ = ~ = =_ ~ _~~o === = = ~ ~ = __

.. "'='"--"' .. -..= .... = "' ................ -....

(Saudi Riyals)

Maintenance Equipment & Miscellaneous Items / 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 to complete 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 Pricing Attachment "III" were determined by Bidder during the preparation of its Bid. Bidder agrees that. the lump sum Bid Price set forth in Paragraph 2.1 of Bid Form shall not be changed or aqjusted in the event that the quantities actually provided by Bidder are more than the quantities considered by Bidder in this Pricing Attachment "III".

3. Bidder agrees that if it indicates "Not Applicable" for any of the items listed in this Pricing Attachment "III", and it is determined by COMPANY during the implementation of the PROJECT, that such item is applicable for the PROJECT, Bidder shall provide such item without any additional cost to COrvIPAI'N.

End of Bid Form, Pricing Attachment "III"

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

-------- -- -- -- ------ --- --- ---- --- -----

~'-:1~ A:~~I as~1 Saudi Electricity Company

BID FORM CONTRACT NO. 11031147/00 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 QTY.NO. (Saudi Riyals) Construction of Access Road, Finger

(Saudi Riyals)

Roads and Structure Pads (Including Materials)

1.

Access Road, complete1.1 KM 1.2 Structure Pad, complete Each 1.3 Finger Roads, complete Each

Soil Investigation (Complete) Lot2. 1 Construction of Foundations for Latticed 3. Steel Towers (Including Materials) 3.1 Tangent Tower (SlN) Set 3.2 Medium Angle (TA2N) Set 3.3 Heavy Angle (TA3N) Set

Dead-End Tower (DE)3.4 Set Stub Angles (380kV T/L)4.

Tangent Tower (SlN)4.1 Set Medium Angle (TA2N)4.2 Set Heavy Angle (TA3N)4.3 Set Dead-End Tower (DE) Set

Latticed Steel Towers (Including 4.4

5. Accessories) Tangent Tower (SlN) Each5.1

5.2 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)6.1 Set/Tower

6.2 Medium Angle (TA2N) Set/Tower 6.3 Heavy Angle (TA3N) Set/Tower

Dead-End Tower (DE)6.4 Set/Tower

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

s:.'-:1~4:':'~las~t Saudi Electricity Company




____ ...~_I__J_._._"'_T-..Y_n_.~'LT--",~_I_~~Y~_'_A_a._~_._._- __=~ ~ ~-_ ~c-~~_-~ ~r~ ~

- .... ii iOiiI .w

NO. ITEM DESCRIPTION UNIT QTY. (Saudi Riyals) (Saudi Riyals)

7. Four (4) 795kcmil ACSR conductors per phase in configuration

"condor" square KM

8.

Two (2) 48-Core Non-Zero dispersion shifted single mode Optical Overhead Ground Wire (OPGW) including Hardware & accessories

KM

9. Underground Non-Metallic Cables (UjG NFOC)

Fiber Optic KM

Optical Fiber Cable Joint Boxes, 4-Way 10. including necessary hardwares and

accessories

10.1 OPGW-OPGW Each 10.2 10.3

OPGW-UjG I\JMFOC UjG NMFOC-UjG NMFOC

Each Each

11. Optical Fiber Management Rack Each

12. Armor Grip Suspension (AGS) Units Each

13. Grounding Materials including, but limited to, Groundwire, Rods connectors - complete

not & Lot 1

Compression Deadend 14. Suspension Clamps and

conductor and OPGW

Clamps fittings

j for Lot 1

15. Counterweights for conductors jumper loop 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

---- -- ---

s:-L:t~ a:~~1 "aS~1 Saudi Electricity Company




.L 1-1:1"1 1.11:;:,~K-.L-P I J.UNNO. 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 Works including disposal or removed /demolished materials/debris to COMPANY designated dumping site. The Lot 123. dismantled Tower shall be properly crated and transported to COIVIPANY designated warehouse.

Communication ductbanks/manholes/ Lot 124. handholes including all accessories Others (CONTRACTOR to specify):25. 25.1 25.2 25.3

Site office for Exclusive Use by COMPANY & COMPANY CONSULTANTS Lot26. 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 all materials that are required to complete the WORK which are not listed in Pricing Attachment "III".


~4~~~~las~1 Saudi Electricity Company

BID FORM CON"rRACT NO. 11031147/00 PRICING ATTACHMENT "IV"



------------,------------L----'-;:-:-7-=::--::;--:;;--~=_':"~--=-~-~~-_:_~~~-__~-~~-~-~-~~-!--...... -ii'iiiloiio-. if -iii.._ ..... _ iI ....... - .. -;;,- .. """".- ... ';.;. ;;",=""_"""""C,,,, = _

ITEM DESCRIPTION UNIT (Saudi Riyals) (Saudi Riyals) 2. The quantities of materials/equipment items used as basis for the Total Amounts in this Pricing

Attachment "IV" were determined by Bidder during the preparation of its Bid. Bidder agrees that the lump sum Bid Price set forth in Paragraph 2.1 of Bid Form shall not be changed or adjusted in the event that the quantities actually provided by Bidder are more than the quantities considered by Bidder in this Pricing Attachment "IV".

3. Bidder agrees that if it indicates "Not Applicable" for any of the items listed in this Pricing Attachment "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 additional cost to COMPANY.

End of Bid Form, Pricing Attachment "IV"


9-1.:t~ a:,.)~1 ~~I Saudi Electricity Company

BID FORM CONTRACT NO. 11031147/00 PRICING ATTACHMENT "V"

TESTING AND COMMISSIONING PRICE COMPONENT (Testing and Commissioning Items Completed by CONTRACTOR

to the Satisfaction of the COMPANY)

ITEM AMOUNT NO. ITEM DESCRIPTION (Saudi Riyals]

1 Testing and Commissioning of the PROJECT complete

TOTAL PRICE FOR TESTING AND COMMISSIONING

End ofBid Form, Pricing Attachment "v"

Name in Print and Signature of Bidder

BF-PA-V-l

~ L:t~ ~~~t :as~t Saudi Electricity Company

BID FORM CONTRACT NO. 11031147/00 PRICING ATTACHMENT "VI"

OPERATIONAL SPARE PARTS PRICE COMPONENT

[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 as!!ociated 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

ITEM NO. ITEM DESCRIPTION

NAME OF MANUFACTURER

PART NUMBER UNIT

QRC

(A)

QRM

(B)

UNIT PRICE

(Saudi Riyals) ( C )

TOTAL AMOUNT

(Saudi Riyals) (A XC)

l. Porcelain Long Rod Insulator Strings hardware & fittings each type as used. complete with Sets [N1] 25

I

2.

2a.

3.

Porcel3in Long Rod Insulator Strings (Dead End) complete with hardware & fittings each type as used.

Porcelain Long Rod Insulator Strings Jumpers complete with hardware & fittings each type as used.

Vibration Dampers each type as used.

Sets [N1]

Sets [N1]

Pcs

15

5

25

I I

I ,

4. Spacer dampers each type as used. Pcs 100

5. Armour Rod for Phase Conductors Sets [N1] 50 I Sa.

6.

Armour Rod for OPGW

Mid span joints (Full tension)

Sets [N1]

Sets [N1]

25

15

I

I

7. Mid span joints for OPGW Sets [N1] 15 "

8. Repair sleeves for phase conductors Sets [N 1] 10

9. Deadend compression sleeves (Full tension). Sets [N1] 25

10. Aircraft Warning Light. Each [N1] 6

BF-PA-VI-1 Name! in Print and Signature of Bidder

~'-:t~ ;Y~~t ~~t Saudi Electricity Company~

BID FORM

PRICING ATTACHMENT "VI" CONTRACT NO. 11031147/00


[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 NUMBER UNIT

(A) (B) 1l. Sheild wire suspension clamps each type. Sets [N1] 15

12. Sheild wire termination assembly each type as used for Sets [N1] 25static.

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

14 Set 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

17 25mm O. D., Galvanized steel, liquid tight, PVC coated Each [Nl] 4 flexib:e conduit, 3 meters long. "

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

19 25mrJ O.D.weather tight connector and 50mm 0.0. GSP Each [N1] 4 conduit cap.

20 25mm 0.0. subduct, corrugated, flexible & fire retardant Each [N1] 4 (2 hours UL fire rating) 25 meters long. I

UNIT PRICE TOTAL AMOUNT (Saudi Riyals) (Saudi Riyals)

( C ) ( A XC)

I I

I I

I

I I

:

I

I I

I ,

i

!

BF-PA-VI-2 Nam,~ in Print and Signature of Bidder

(j ~'-:1~ ~~~t as~, Saudi Electricity Company BID FORM PRICING ATTACHMENT "VI"

CONTRACT NO. 11031147/00


[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 AMOUNT ITEM NO. ITEM DESCRIPTION

NAME OF MANUFACTURER

PART NUMBER UNIT

QRC QRM (Saudi Riyals) (Saudi Riyals)

(A) (6) ( C ) (A XC)

21 48 cores, OPGW Non-Zero Dispersion mode, (ITU-T G.6SS) 5000 meters/reel.

shifted, Single Reel [Nl] 1 reel i I

22 48 CDres, U/G-NFOC, Non-Zero Dispersion shifted, Single mode, (ITU-T G.655). 2000 meters/reel. Reel [Nl] 1 reel

i "

I

23 Optical Pigtails equipped end (3 meters long)

with FC/PC connectors on one Each [Nl] 24 I I

24 Fiber Splicing Termination Panel-Rack Mounted Type with 48 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.

Legend: Nl - 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

~'-:1~ a:~;a.-!t :as~t Saudi Electricity Company

BID FORM PRICING ATTACHMENT "VI"


OPERATIONAL SPARE PARTS PRICE COMPONENT [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 PART UNITITEM ITEM DESCRIPTION MANUFACTURER NUMBER (A) (B)

NO.

UNIT PRICE TOTAL AMOUNT (Saudi Riyals) (Saudi Riyals)

( C ) (A XC) 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 for

information 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 in Column (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 the particular equipment actually supplied and installed by Bidder under this CONTRACT. Therefore, if any of the items indicated by3idder in its Technical and/or Commercial Proposals 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 cost to 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 COMPANY REPRESENTATIVE during the execution of the WORK. Nonetheless, Bidder agrees to provide the "COMPANY Required Qualtitv" specified in Column (A) for each type/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 of each type/rating/component, in separate sheets and in the same format as this Pricing Attachment "VI". Bidder shall also provide III necessary technical data, drawings, and catal::Jgues.

End ofBid Form, Pricing Attachment "VI"

BF-PA-VI-4 Nam i! in Print and Signature of Bidder

~~~ ~.:I~j 2S'~1 Saudi Electricity Company

BID FORM CONTRACT NO. 11031147/00 PRICING ATTACHMENT "VII"

SPECIAL TOOLS AND TEST EOUIPMENT PRICE COMPONENT

UNIT PRICE TOTAL AMOUNT - AU.

TOTAL

- (saudi KlyalS) (::>audiRlyaISj

Not Required in this CONTRACT

PRICE FOR SPECIAL TOOLS AND TEST EQUIPMENT Not Required

End ofBid Form, Pricing Attachment "VII"

l\lame in Print and Signature of Bidder

BF-PA-VII-l

~~~ ~.)~l as'~t Saudi Electricity Company

BID FORM CONTRACT NO. 11031147/00 PRICING ATTACHMENT "VIII"

PRICE BREAKDOWN FOR TRAINING OF COMPANY PERSONNEL

I __ I J .~ I - .11 1:1"j

NO. ITEM DESCRIPTION Trainees Week [Weeks]

NOT REQUIRED in this CONTRACT

TOTAL PRICE FOR TRAINING OF COMPANY PERSONNEL

[SR] [SR]

NOT REQUIRED

End ofBid Form, Pricing Attachment "VIII"

Name in Print and Signature of Bidder

BF-PA-VIII-l

SIGNATURE PAGES

CJ ~l:I~ ~.:l~l ~~t Saudi Electricity Company DUPLICATE ORIGINAL I

---------'

. , '1_.1

CONSTRUCTION OF 380kV OH"rL FOR OASSIM - 4 SIS

This Contract is made and entered into effective as of the __ day of 1432 corresponding to the ___ day of 2011 .

by and between

SAUDI ELECTRICITY COMPANY Kingdom of Saudi Arabia, ("COfVIPAI\JY"), represented by as __

(Indicate Name of Contractor)

having offices at , Commercial Registration Number , 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 engineering and design, procure, supply and deliver all equipment and materials to WORK SITE, construct, install, test and commission and put into service the 380kV Overhead Transmission Line for Qassim - 4 Substations, as described in Schedule "B" hereto attached.

2. Location of WORK:

Design and Procurement Activities to be Performed Worldwide with the Construction and Installation Activities to be Performed in Qassim Area, in the Kingdom of Saudi Arabia

-,

~~~ ~.:l~1 as'~1 Saudi Electricity Company

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

3. Contract Price expressed in words and figures ciA) rUjl/\J u~~ ~>".u..aJ1~ -,. (This price is subject to change in accordance rLS.....::..~ bl..ll......\ .1JJ.,I\ ~U ~I with the terms and conditions of this Contract) : :(~I liA .bJ~J

SR (LUMP SLIM)

4. Final Acceptance Contract is:

Date for the WORK in this liA ~ ~ ~4-lJ1 ~';ll ~...JL.:j :~~\

- t

Twenty Eight (28 ) Gregorian Months from CONTRACT Effective Date

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

5. Bank Guarantee and Bank Details

A. Bank Guarantee (Performance Bond) To guarantee the successful performance of the WORK, CONTRACTOR has submitted the following Bank Guarantee, which by reference is made an integral part of this CONTRACT:

Number Dated Issued By (Name of Bank) Amount

CONTRACTOR agrees to keep this Bank Guarantee valid throughout the duration of this CONTRACT and throughout the warranty period indicated in Paragraph !...1.ID, Warranties and Remedy of Defects, of the General Terms and Conditions, Schedule "A".

B. CONTRACTOR's Bank Details

CONTRACTOR agrees that all payments to be made by COrvlPANY to CONTRACTOR under this CONTRACT shall be made only through direct wire transfer to the following CONTRACTOR's Bank Account:

Name of Bank Branch Account Number (IBAN)

~ ~l.::.-4JI ~ JJu...J1 0J\..HJ o.Lo JI..,..,b ~\ LJ~I liA ~~ uL.......:o...JI o.Lo JI..,..,bJ ~I I~ u'-:1.J-'-"

LS.....::..~\. "A\ o -';~'I . ~Ir 0-'" L:..:..:.l ..)-"-"'-' ~ - . uU~1 - "i" JJ~~ ~W\ .bJ~IJ

.y~IC~JJ

~I (""J ty11

yL....:J\ ~.J ~1 uliL..=.ll J J~\ ~)\

-~-

~~~~,)~I~~I Saudi Electricity Company


6. Amount of Insurance

CONTRACTOR shall carry and maintain in force the following insurance in accordance with Paragraph ill1 , Insurance, of the General Terms and Conditions, Schedule "A":

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

SR (10,000,000.00) anyone occurrence G ..:lI..:>.. ~ tj~ J"-U' J\.:!.J (,., , )

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

cost of the project

6.3 Medical Insurance Standard cover by CCHI

i-I

6.4 Automobile Insurance All the vehicles used by the Contractor for this Contract shall have standard motor insurance, + SR: Ten (10) Million against third Party Liability (TPL), extended to cover personal accident benefit.

6.5 Professional Indemnity Insurance SR: 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 , ; ; '" .JI lil L.>-o ~I lil -...sJ~ \-V document and the following attached W..r.JI ~L:iJ1 wl,;\", oJ!J ~~I documents: :"'--!

7.1.1 General Terms and Conditions

Schedule "A".

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

7.1. 3 Contract Price and Payment - e;J.lJ1 .bJ~J ~I ~ i- ,-V Provisions - Schedule "C"

"c::" JJ~\

~~~ ~.:l~1 AS"~I Saudi Electricity Company


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

7.2 A referenc~lrLj:hjs Contrac~ to~ny ofthe documents IIstea above shall, In aodrLlofl, be considered a reference to any Attachments to said documents and to all documents referred to in said documents or Attachments.

8. Notices

All notices, authorizations and approvals pertaining to this Contract shall be in writing. All notices between the parties shall be sufficient when delivered in person or sent by fax, or by certified or registered mail, to the appropriate address as follows:

COMPANY:

Manager Consolidated Transmission Area Projects Department Saudi Electricity Company North Service Office

\ \ n \ f V/. : .1W1 ~-J

t.J i.J 'I:.J , -J~~I~)L. t-'-Y . A.JY.Ji.JO.J

c.S1~) ~I lu ~.:l..rJ o-JU) ~i 'f-V ~);.' ?l ;~1-~:;\~11 c.JJI );uJl~ o UI 1 :L ,.clJ~ II U~\, - ~-J . "'"T"' c..s-'. ~ ~I.J J.JI~I ~ w~ ~l~) ~~!-J~lwl) ;"j!"JI~

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

P. O. Box 57, Riyadh 11411 , , t' , ~~)l oY Y.lJ-'" Kingdom of Saudi Arabia Fax No. : 293-2425 E-mail: [email protected] [email protected] :~.Jfi';l\ .:l,1...r.J1

CONTRACTOR: :J;~I

Tel. No.: :U..._iIA Fax No. : :~u E-mail:

-------------

-------------

~l.:t~~~~'~~1 Saudi Electricity Company

CONTRACT NO. 11031147/00 , , Y' , , t V/ : .lit.ll ~.)

IN WITNESS thereof, the parties have executed this CONTRACT in duplicate, intending each duplicate copy to serve as an original, as of the effective date set forth above.

SAUDI ELECTRICITY COMPANY (COMPANY)

~ - ~ 1\Signature: .C;-:I-9~ Name: :r---'""'iI

Title: :~)I .. WIDate:

_____________ .

~l.:l~~.ll~I~~1 Saudi Electricity Company

:_io_

SCHEDULE "A"

--

---

---

1=-4~ A:~~i 'as'~i Saudi Electricity Company

SCHEDlILE"A" CONTRACT NO. 11031147/00

GENERAL "rERMS AND CONDITIONS TABLE OF CONTENTS

-----------------------------.,----------------,

PageTitle A-11. Definitions

--- ~~O-r---- ~----- --- -- ~-2--.;;~--~ ~::_--~---A-22.1 Perform the WORK A-2Provide Materials 2.2 A-22.3 Provide Labor and Supervision A-22.4 Provide Tools and Equipment A-22.5 Obtain Permits and Licenses in CONTRACTOR's Name A-22.6 Obtain Company Identification Cards A-32.7 Provide Security at the WORK SITE A-32.8 Appoint CONTRACTOR REPRESENTATIVE A-32.9 Provide Catering and Accommodation A-32.10 Provide Office Space A-32.11 CONFLICT OF INTEREST A-42.12 Perform Other CONTRACTOR Obligations A-43. Local Conditions and WORK SITE

3,1 A-4Investigation of Local Conditions A-43.2 Investigation of the WORK SITE A-53.3 Failure to Conduct WORK SITE Investigation A-53.4 Repair Damage to Private Property A-54. CONTRACTOR Personnel A-54.1 Sufficient and Qualified Personnel A-54.2 Priority for Hiring Saudi Nationals for Additional Personnel A-54.3 Visas for CONTRACTOR Personnel A-54.4 No Offer of Employment to COMPANY Employees

4,5 A-5CONTRACTOR Personnel Licenses and Certificates A-64.6 Compliance with COMPANY Work Rules A-64.7 CONTRACTOR Organization Chart A-64.8 Labor Law of Saudi Arabia A-64.9 Removal of Unsuitable CONTRACTOR Personnel A-64.10 Communicable Diseases A-64.11 Trade or Certification Tests for CONTRACTOR Personnel A-64.12 CONTRACTOR Liability for Failure to Fulfill its Obligations A-7s. CONTRACTOR Equipment A-75.1 Working Condition of CONTRACTOR Equipment A-75.2 Importation Licenses and Documentation for CONTRACTOR

Equipment A-75.3 Limiting Operation of CONTRACTOR Equipment to Qualified

Operators

-1TK Date of Issue: July 2009 Supersedes: January 2009 *Denotes Change

I

-- - - - - -

~!.:'J-8S=.U ~~~j AS'~j Saudi Electricity Company

PageTitle A-76. Materials, Tools And Equipment A-76.1 Material Standards A-76.2 Parts Data Package A-86.3 Copy of Purchase Orders A-86.4 Demurrage Charges ~

_.- -- - - --- A-8~-----_ .._-- _.. _, - ---- Materials Shipment and Transportation of Materials6.6 ~ A-86.7 Customs Duties

A-86.8 Reimbursement or Deduction of Customs Duties A-96.9 Import and Customs Laws of Saudi Arabia A-96.10 Lifting Systems for Materials A-96.11 Name of Consignee A-96.12 Responsibility for Marshalling of CONTRACTOR Tools and

Equipment A-96.13 Care, Control and Custody of Materials A-96.14 Special Tools Required to Operate and Maintain the PROJECT A-97. Technical Documentation A-97.1 Language and Measurement System to be Used A-97.2 Submission of "As-Built" Drawings A-107.3 Dimensions and Locations of EXisting Installation A-107.4 Interpretation of the Technical Specifications A-108. Quality Assurance and Quality Control (QA/QC) A-108.1 Quality Assurance Activities A-108.2 QA/QC Plan A-108.3 Independent Inspection Agency A-108.4 COMPANY Access to Suppliers Facilities A-118.5 COMPANY's Failure to Inspect A-119. Production Tests A-119.1 Factory Tests A-119.2 Final Test of Major Components A-119.3 Failure to Pass Pre-Shipment Inspection or Testing A-119.4 Inspection and Testing Conducted According to Schedule "B"

10. Inspection and Testing by Contractor and Company at WORK A-12SITE A-1210.1 Inspection and Testing of the PROJECT A-1210.2 COMPANY REPRESENTATIVE's Presence at all WORK Locations A-1210.3 No Waiver of COMPANY's Rights in Relation to WORK Defects A-1210.4 Assistance for COMPANY Inspections A-1210.5 Advance Inspection Notice A-1210.6 WORK Closed or Covered before Inspections

-2

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

r ", ~J4S'U """..-." 4S~' ~ Saudi Electricity Company PageTitle

A-1311. CONTRACTOR Safety and Loss Prevention Requirements A-1311.1 Compliance with COMPANY Safety and Loss Prevention

Requirements A-1311.2 Safety and Loss Prevention Program A-1311.3 COMPANY WORK Permits A-1311.4 No Opening or Closing of Valves and Switches

- _LL5_0raLAccideoLReoocts_ A-14 A-1411.6 Accident Records A-1411.7 Use of Radioactive Sources A-1411.8 First-Aid Facilities A-1512. CONTRACTOR WORK SITE Responsibility A-1512.1 Temporary Structures A-1512.2 Protection of Existing Vegetation and Structures A-1512.3 Toilet Facilities at the WORK SITE A-1512.4 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 Reporting 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-17

Request 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

-3

TK Date of Issue: January 2009 Supersedes: January 2002 *Denotes Change

-------

~l:l~~~~l~~l Saudi Electricity Company

~_--,- ,---- T_i_t_le +-__p_a--=g=---e__------l 16.3 CHANGE ORDER Agreement Signature A-20 16.4 1\10 Compensation for performing Changes without a Change A-20

Order A-2016.5 Changes Required by Poor Design and Specification A-20 A-20

I Compen~afion(or tJia-nge 16.6 Failure by CONTRACTOR and COMPANY to Agree on a Change

A-2017. Completion and Acceptance A-2017.1 Substantial Breach of Contract A-2117.2 Design Completion A-2117.3 Technical Completion A-2117.4 I\lotice of Technical Completion and Corrective WORK A-2217.5 CONTRACTOR's Failure to Perform Corrective WORK A-2217.6 Preliminary Acceptance A-2217.7 Final Acceptance A-2317.8 Adjustment to Final Completion Date A-2317.9 Acceptance and Final Completion of PROJECT PORTIONS A-2318. Warranties and Remedy Of Defects A-2318.1 Warranty Coverage A-2418.2 Warranty Period and Performance of Corrective WORK A-2418.3 COMPANY mayor may have Others Perform Corrective WORK A-2418.4 Warranty for Corrective WORK A-2418.5 Submission of Warranty Certificates A-2418.6 Rights and Remedies Provided by Law A-24Warranty for PROJECT PORTION18.7 A-2519. Subcontracts A-2519.1 COMPANY Authorization and Subcontracting Plan A-2519.2 Subcontracting Notice to COMPANY A-2519.3 Assignment of CONTRACTOR's rights Under Subcontracts A-2619.4 No Further Subcontracting

19.5 No Contractual Relationship between Subcontractor and A-26COMPANY A-2620. Distribution of Risks between COMPANY and CONTRACTOR A-2620.1 Damage to CONTRACTOR-Supplied Materials A-2620.2 Damage to CONTRACTOR's Tools and Equipment A-2620.3 Damages to the PROJECT Prior to Preliminary Acceptance A-2620.4 Injury to Person, Claims, Losses and Damages to Property A-2720.5 Definition of COMPANY's Other Property

-4

TK Date of Issue: January 2009 Supersedes: December 2004 *Denotes Change

~1.:l~ a:~~i as'~1 Saudi Electricity Company

Title Page 20.6 CONTRACTOR Liability for Willful Misconduct and Willful A-27

Negligence (Limitation of Liability 20.7 Criminal Misappropriation A-27 20.8 Consequential Damages A-27

21. 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 Certificates

22. Liquidated Damages for Delay of PROJECT 22.1 Basis of Liquidated Damages Assessment 22.2 Formula for Calculating liquidated Damages 22.3 Stages of Penalty Assessment 22.4 Maximum Penalty to be Assessed 22.5 CONTRACTOR Liability for COMPANY's Extended Supervision

Cost 22.6 Liquidated Damages for PROJECT PORTIONS

23. Suspension Of WORK 23.1 Notice of WORK Suspension 23.2 Resumption of Suspended WORK 23.3 Maximum period of Suspension

24. Termination at Company Convenience 24.1 I\lotice of Contract Termination 24.2 Compensation upon CONTRACT Termination

25. Termination by Company For Cause 25.1 Breach of Contract 25.2 Act of Bankruptcy 25.3 Effective Date of Termination 25.4 COMPANY's Right to Complete Terminated WORK 25.5 Deduction of the Cost of Terminated WORK from

CONTRACTOR Invoices 26. 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

A-28 A-28 A-28 A-29 A-29 A-29 A-29 A-3D A-3D

A-3D A-31 A-31 A-31 A-32 A-32 A-32 A-32 A-32 A-32 A-33 A-33 A-33 A-33

A-33 A-33 A-34 A-34 A-34

-5

TK Date of Issue: May 2006 Supersedes: January 2002 *Denotes Change

~4~ ~.:l~f 6\S'~f Saudi Electricity Company

PageTitle A-3427. CONTRACTOR Obligations Upon Suspension or Termination A-3427.1 Cancellation of Agreement with SUBCONTRACTOR and

Suppliers A-3527.2 Alternative Arrangement A-3527.3 Protection of WORK in Progress r;,- ,J~:l.ZS. :seUlemem: OT \:Ialms anQuispui:es A-3528.1 Notice of Additional Compensation A-3528.2 Unresolved Dispute A-3528.3 Continue Performance of WORK if Dispute Arises A-3628.4 Appeals A-3728.5 Relevant Legal Authority A-3728.6 Laws of Kingdom of Saudi Arabia shall Control interpretation

and the performance of the CONTRACT A-3728.7 Provision Nullified and Voided by Force of Law A-3729. Publicity Releases A-3730. Certificates A-3730.1 Submission of Temporary or Final Certificates A-3730.2 No Payment Until Certificates are Submitted A-3830.3 Withholding the Last Invoice of Each Fiscal Period A-3831 Taxes A-3831.1 I Payment of Taxes A-3831.2 I Withholding Tax

32. A-39Bank Guarantee A-3932.1 Validity of Bank Guarantee A-3932.2 Forfeiting of Bank Guarantee A-3933. Validity Of Commercial Registration A-3934. Contract Language

35. General Provision A-39 A-4036. Special Terms and Conditions A-4036.1 IVlanufacturer(s) Responsibilities A-4236.2 IVlodifications and Clarifications to Schedule "A"

-6

TK Date of Issue: January 2009 Supersedes: December 2004 *Denotes Change

~'-:s~~~~i~~f Saudi Electricity Company

SCHEDULE "A" CONTRACT NO. 11031147/00

GENERAL TERMS AND CONDITIONS

1. Definitions

1.1 "COMPANY", means the Saudi Electricity Company.

1.2 "COMPANY REPRESENTATIVE" means a party or parties duly authorized by COMPANY to act on behalf of COMPANY, with whom CONTRACTOR may consult at all reasonable times, and whose instructions, requests and decisions shall be binding on COMPANY as to all matters pertaining to the CONTRACT.

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

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

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

1.6 "SUBCONTRACTOR" means and wholly responsible to WORK.

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

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

1.8 "PROJECT" means the structures, equipment or items engineered, procured, fabricated, installed and constructed pursuant 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 of the WORK within the Kingdom of Saudi Arabia pursuant to the CONTRACT.

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

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

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

A- 1

TK [Issue Date: January 2002 Supersedes: * Denotes Change

~~~ ~.:I~t AS~I Saudi Electricity Company

2. CONTRACTOR General Obligations

CONTRACTOR shall, in accordance with and subject to the terms and conditions of the CONTRACT, and, in particular, in conformity with work and services to be performed by CONTRACTOR 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 -'~.erfo[m_aU_detail.ed __desiao__and_enqine_e[i[lQ._incomoJ"ate__alJ ._C.Qr\tleAN'r' stanClards, internationally recognized stanaaros ana specifications, as are incorporated by reference in the CONTRACT, and prepare all specifications and drawings and any other documents required for the procurement of materials for fabrication, construction, maintenance and operation of the PROJECT.

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

2.1.3 Construct, install and conduct final testing, inspection and close out of the 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 of Schedule "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 tools required 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 other authorizations which must be obtained in CONTRACTOR's name and which are necessary for the performance of the WORK.

2.6 Obtain Company Identification Cards

Immediately after signing the contract, CONTRACTOR shall fill and submit to COMPANY REPRESENTATIVE a request to issue Company Identification Cards for all employees that will work within COMPANY facilities. Upon issue of Company Identification Cards, CONTRACTOR shall abide by COMPANY policies and procedures related to Identification Cards (including but not limited to cost of issuing and fines for loss of said Identification Cards). CONTRACTOR shall also abide by Ministerial Decrees and Government regulations regarding identification cards. CONTRACTOR may obtain these decrees and regulations from COrvIPAI\lY'S Industrial Security Department.

A-2

TK [Issue Date January 2009 Supersedes: January 2002 * Denotes Change

r '\ .~.>f5'!' a,,,..-.!' :as~1 ~ Saudi Electricity Company

2.7 Provide Security at the WORK SITE

Provide security in accordance with security regulations of the Kingdom of Saudi Arabia at the WORK SITE, construction camps, offices and at CONTRACTOR's materials yards, 24 hours per day, 7 days per week.

2.8 Appoint CONTRACTOR REPRESENTATIVE

Appoint one CONTRACTOR REPRESENTATIVE or more for the duration of the

2.8.1 During the absence of CONTRACTOR REPRESENTATIVE for any reason or period of time, his nominated deputy shall likewise have the same degree of authority. CONTRACTOR must inform the COMPANY, in writing, of the name of the deputy and the time period during which said deputy shall act as CONTRACTOR REPRESENTATIVE.

2.8.2 CONTRACTOR REPRESENTATIVE shall be present or represented at the principal WORK SITE whenever the WORK is being performed.

2.9 Provide Catering and Accommodation

Provide catering, accommodation, transportation and medical care for all CONTRACTOR's personnel.

2.10 Provide Office Space

Provide at the WORK SITE, office facilities complete with necessary furniture for use by COMPANY REPRESENTATIVE per the Scope of Work.

2.11 CONFLICT OF INTEREST

2.11.1 CONTRACTOR warrants that it did not have a conflict of interest in competing for the CONTRACT as prOVided in the Instructions to Bidders for Commercial Proposal and shall not have a conflict of interest in executing the CONTRACT.

2.11.2 CONTRACTOR may be considered to have a conflict of interest in the execution of the CONTRACT with one or more parties, if any CONTRACTOR's director, officer, agent, employee, appointed representative or independent consultant has a conflict of interest in the bidding and award of a subcontract for a portion of the WORK, or a purchase order for supply of material or equipment for the PROJECT. Where any CONTRACTOR's director, officer, agent, employee, appointed representative or independent consultant has interest (personal, professional, financial or otherwise), directly or indirectly, in a subcontractor being considered for a subcontract or purchase order for a portion of the WORK under the CONTRACT, CONTRACTOR shall present relevant evidence to COMPANY demonstrating that no conflict of interest has occurred in bid solicitation and award of the subcontract or purchase order, and that competition was fair and transparent.

2.11.3 If further subcontracting is authorized under the terms of the COI\JTRACT, CONTRACTOR warrants that its SUBCONTRACTOR shall abide by this provision.

2.11.4 COI\JTRACTOR shall promptly report to COMPANY any actual or potential occurrence of conflict of interest.

A- 3

TK [Issue Date: July 2009 Supersedes: January 2002 * Denotes Change

~ ~~ ~~~j :a.S'~j Saudi Electricity Company

2.11.5 CONTRACTOR agrees that any violation of this paragraph 2.11 shall constitute a substantial breach of the CONTRACT, which without prejudice to COMPANY's right to enforce any other remedy provided by law, COMPANY shall have the right to terminate the contract for cause as set forth in paragraph 25 of this Schedule "A", and claim damages including, -for example- but not limited to, any increased costs incurred by COMPANY as a result of such

b~~_~~b_

2.12 Perform Other CONTRACTOR Obligations

Perform all other obligations required of it by the terms of the CONTRACT.

3. Local Conditions and WORK SITE

3.1 Investigation of Local Conditions

CONTRACTOR acknowledges that it has thoroughly investigated, or has had the opportunity to do so, and satisfied itself as to all general and local conditions affecting the WORK, including, but not limited to, the following:

3.1.1 Transportation and access to the WORK SITE, including the availability and condition of roads.

3.1.2 Disposal, handling and storage of materials.

3.1.3 Availability and quality of qualified and highly experienced labor, water and electric power,

3.1.4 Climatic conditions, tides and ground water.

3.1.5 Equipment, machinery and materials required by CONTRACTOR prior to and during performance of the WORK.

3.2 Investigation of the WORK SITE

CONTRACTOR acknowledges that it has also thoroughly investigated the location where the WORK will be performed, and satisfied itself as to the general and local conditions of the WORK SITE, including, but not limited to, the following:

3.2.1 Location of existing roads, railways, power lines, telephone lines, antiquities and treasures, airports and landing strips, pipelines and communication facilities.

3.2.2 Topography and ground surface conditions, subsurface geology and the nature and quantity of surface and subsurface materials or obstacles to be encountered, and obtain COMPANY's preliminary soil analysis report(s) for plant locations (if available).

A-4

TK [Issue Date: July 2009 Supersedes: January 2009 * Denotes Change

CJ .~a:,.,....;,:as~1 . Saudi Electricity Company

3.3 Failure to Conduct WORK SITE Investigation

The failure of CONTRACTOR to inspect the WORK SITE conditions and acquaint itself with the report(s) as mentioned in paragraph 3.2, as are ascertainable, will not relieve the CONTRACTOR from the responsibility for meeting the Final Acceptance Date or the Critical Milestone Dates as defined in the CONTRACT and properly completing the WORK at the price set forth in Schedule "C" of this CONTRACT.

When in the course of performing the WORK, CONTRACTOR causes damage to any property; CONTRACTOR shall return the property to its original state at CONTRACTOR's own expense and without claim for reimbursement from COrvIPANY.

4. CONTRACTOR Personnel

4.1 Sufficient and Oualified Personnel

CONTRACTOR warrants that it shall have sufficient, competent and fully qualified personnel as set forth in the bid documents, to execute the WORK in the manner and 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 the performance of the In-Kingdom portion of the WORK, CONTRACTOR shall give priority 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 abide by requirements of the Government of the Kingdom of Saudi Arabia with regard to the issuance of visas for its expatriate personnel. Non-issuance of visas to CONTRACTOR's expatriate personnel by the Government of the Kingdom of Saudi Arabia shall not relieve CONTRACTOR of its obligation to perform the WORK. CONTRACTOR's expatriate personnel shall obtain the required passports, visas, and permits necessary to gain entrance into and to exit from the Kingdom of Saudi Arabia.

4.4 No Offer of Employment to COMPANY Employees

CONTRACTOR shall not offer employment to any person who is at such time an employee 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 in their possession all required and properly validated licenses or certificates prescribed by the Government of the Kingdom of Saudi Arabia or COMPANY as being necessary for the performance of those aspects of the WORK to which they are assigned. CONTRACTOR will provide to COMPANY upon COMPANY's request copies of these licenses or certificates.

A-5

TK [Issue Date: December 2009 Supersedes: January 2009 * Denotes Change

r ..\"'~ a",~, :a5:>"J1 ~ Saudi Electricity Company

4.6 Compliance with COMPANY Work Rules

CONTRACTOR's personnel and SUBCONTRACTOR's personnel working in COMPANY's offices shall comply with all applicable work rules and instructions issued by COMPANY for its own employees.

4.7 CONTRACTOR 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"LCba ,-LClLne.r-sClrl n e.Lfnr_tbe..WORK. .indudLnQ_a description of responsibilities and resumes of key personnel.

4.7.2 Key personnel as designated in the organization chart for the WORK shall be assigned to the WORK on a full time basis and shall not be removed or reassigned by CONTRACTOR without COMPANY's prior approval. Subject to receiving this approval, and if the personnel is still required on the WORK SITE, the CONTRACTOR shall submit for COMPANY approval at least three resumes of CONTRACTOR personnel which CONTRACTOR considers to be adequate replacements.

4.8 Labor Law of Saudi Arabia

CONTRACTOR specifically acknowledges its responsibility to its personnel pursuant to the Labor Law of the Kingdom of Saudi Arabia, and attests that CONTRACTOR (and SUBCONTRACTOR - when applicable-) shall abide by the instructions and official laws in the Kingdom of Saudi Arabia related to employment of manpower, and that CONTRACTOR bears sole responsibility for such.

4.9 Removal of Unsuitable CONTRACTOR Personnel

At COrvIPAI\lY's discretion and without having to notify the CONTRACTOR of the cause, CONTRACTOR shall at its own expense, upon receipt of COMPANY's written request, remove from employment in the WORK any CONTRACTOR personnel determined unsuitable by COMPANY and promptly replace them with personnel suitable to COMPANY.

4.10 Communicable Diseases

CONTRACTOR's and SUBCONTRACTOR's personnel shall be physically fit and free from communicable diseases as defined by the Ministry of Health. CONTRACTOR shall immediately inform the COrvlPANY REPRESEI\lTATIVE upon discovery of any cases of communicable diseases among its personnel or the personnel of its SUBCONTRACTOR and the action it has taken in accordance with the Ministry of Health reporting requirements.

4.11 Trade or Certification Tests for CONTRACTOR Personnel

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

4.12 CONTRACTOR Liability for Failure to Fulfill its Obligations

CONTRACTOR agrees to defend, indemnify, and hold COMPANY harmless from any expense, loss, damage, fine or penalty incurred by, assessed against or demanded from COMPANY as a result of CONTRACTOR's or SUBCONTRACTOR's failiJrp to fllifill thpir ohligi'ltions SPot forth in this Paragraph 4.

A-6

TK [Issue Date: January 2009 Supersedes: January 2002 * Denotes Change

~l:t~ ~.:l~1 AS'~I Saudi Electricity Company

5. CONTRACTOR Equipment

5.1 Working Condition of CONTRACTOR Equipment

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

completion of the WORK.

5.2 Importation Licenses and Documentation for CONTRACTOR Equipment

CONTRACTOR and SUBCONTRACTOR shall obtain all licenses and customs clearances 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 by qualified 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-up spare parts, required for the successful completion of the WORK in accordance with the following requirement:

6.1.1 All materials supplied by CONTRACTOR shall be new and not more than one (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 the CONTRACT.

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

6.2 Parts Data Package

CONTRACTOR shall, within sixty (60) calendar days after placing its purchase order or purchase contract for equipment with the manufacturer(s), submit to COMPANY a complete Parts Data Package for each and every item of equipment which requires operating spare parts as covered by each purchase order or purchase contract. The Parts Data Package shall include the following:

6.2.1 A complete Bill of Materials with appropriate drawings illustrating and identifying all parts/components in their respective positions on each item of equipment. A Bill of Materials is a list of parts required to build a unit of equipment. (See sample shown as Exhibit I to Schedule "B" of the CONTRACT).

6.2.2 Completed Parent Equipment Cataloging Data, Exhibit II to Schedule "B" of the CONTRACT, for each item of equipment and for each subassembly or auxiliary equipment that is identified by a unique model number or serial number.

A-7

TK [Issue Date: July 2005 Supersedes: June 2003 * Denotes Change

G .~~ ~..,....r' as"~1 . Saudi Electricity Company

6.2.3 Completed Recommended Spare Parts Data for Parent Equipment, Exhibit III to Schedule "B" of the CONTRACT, for each of the equipment specified in the Parent Equipment Cataloging Data form.

6.2.4 List of recommended special material and/or tools, if any, required for 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 purchase orders placed by them for materials, both local and international, and shall supply copies of bills of lading and other shipping documents including packing lists 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 charges accruing at the port of entry through delay in dockside clearance by CONTRACTOR 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 other documentation required for the importation of restricted materials such as radios, 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 the PROJECT 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 shall pay without claim for reimbursement from COMPANY all customs duties and taxes 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 and on 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 at any time after the CONTRACTOR submitted its Commercial Proposal for this CONTRACT, COMPANY shall either reimburse CONTRACTOR or deduct from CONTRACTOR invoices, in accordance with Paragraph 3.1 of Schedule "C" of this CONTRACT.

AS TK [Issue Date: June 2003 Supersedes: January 2002 * Denotes Change

r ..\t,>..".s:li 4,,>..-.>' ""'~, ~ Saudi Electricity Company

6.9 Import and Customs Laws of Saudi Arabia

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

6.10 Lifting Systems for Materials

rOI\JIR.tl.CIORsbaJLdesiao_and_enqjoeeUb~_maJ~Llilllifti nQ2ystems necessary to transp6rthealiY lift materials for the PROJECT by rantl and sea trom tne manufacturer plants and facilities to the WORK SITE and shall arrange for such transportation

6.11 Name of Consignee

All materials and equipment (including spare parts and tools) imported into the Kingdom 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 the marshalling of all tools and equipment imported for the execution of the WORK and for the obtaining of re-export permits, transportation and freighting of such tools and equipment. COMPANY shall not provide land for CONTRACTOR's use for such marshalling.

6.13 Care. Control and Custody of Materials

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

6.14 Special Tools Required to Operate and Maintain the PROJECT

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

7. Technical Documentation

CONTRACTOR shall supply to COMPANY all the technical documentation as specified in Schedule "B".

7.1 Language and Measurement System to be Used

All correspondence and documentation provided by CONTRACTOR shall be in the Arabic or English languages as applicable and when specifically requested by COrvIPANY. 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 final "as-built" drawings and documents the COMPANY deems necessary to maintain for its own records, and in accordance with the requirements of Schedule "B".

A-9


r.. .~ ~'..-.r' :a.s'~1 ~ Saudi Electricity Company

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 COMPANY are approximate only. All dimensions and locations relating to existing and proposed installations shall be checked and verified by CONTRACTOR at the WORK SITE before starting the WORK.

7.4 Interpretation of the Technical Specifications

Whenever disagreement between CONTRACTOR and COMPANY arises concernihg the meaning of a part of or the whole Technical Specifications, then COIVlPANY REPRESENTATIVE's interpretation of the applicable part, or the whole, shall govern.

8. Quality Assurance and Quality Control (QA/QC)

8.1 Quality Assurance Activities

CONTRACTOR shall provide quality assurance to ensure that all specifications and standards of the CONTRACT are met. CONTRACTOR's quality assurance activities 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 shall submit to COMPANY, CONTRACTOR's quality assurance and quality control plan in 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 an affiliate, subsidiary or interlocked directorate of CONTRACTOR or any other similar association) inspection agency to provide quality control monitoring of CONTRACTOR's quality assurance and quality control program for all materials manufactured or procured by CONTRACTOR including all required testing during manufacturing. This independent agency shall furnish material status, inspection and test reports to COMPANY as specified in Schedule "B".

8.4 COMPANY Access to Suppliers Facilities

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

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

A-l0 TK [Issue Date: January 2009 Supersedes: January 2002 * Denotes Change

r "\ .~Jo4S'l' ~'..-." >.s~1 ~ Saudi Electricity Company

8.4.3 CONTRACTOR will make reasonable efforts to obtain access to supplier plants, for COMPANY REPRESENTATIVE, subject to the conditions set forth above, where shipment is to be made directly from the supplier's plant to the port of exit.

8.5 COMPANY's Failure to Inspect

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

9. Production Tests

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

9.1 Factory Tests

For major factory tests during the manufacturing flow cycle, which COMPANY has specifically indicated a desire to witness, CONTRACTOR shall issue to COMPANY a 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 REPRESENTATIVE to attend. Completion of such major factory tests, however, will not be delayed to 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 from the factory and which COMPANY has specifically indicated a desire to witness, CONTRACTOR shall issue to COMPANY a written notice at least thirty (30) days prior to the occurrence of such tests, to permit the COMPANY REPRESENTATIVE to attend.

9.2.2 If COMPANY REPRESENTATIVE is not present at the time scheduled for the final tests, the final test will proceed without further delay; prOVided that the Representative of the Independent Inspection Agency described in 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 do not conform to specification, COMPANY shall have the right to reject the affected unit, or part thereof, and to demand that CONTRACTOR replace such unit or part thereof, with a conforming unit or part provided that CONTRACTOR cannot bring such unit or part thereof into conformity with specification, within a reasonable time, so long as there is no effect on the time frame for the execution of the project.

9.4 Inspection and Testing Conducted According to Schedule "B"

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

A-ll TK [Issue Date: January 2002 Supersedes: * Denotes Change

~'-:'~ ~.:l~l A\S~1 Saudi Electricity Company

10. Inspection and Testing by CONTRACTOR and COMPANY at WORK SITE

10.1 Inspection and Testing of the PROJECT

CONTRACTOR shall be responsible for inspecting and testing the PROJECT in its entirety and all component parts of the PROJECT, including those parts installed by SUBCONTRACTOR. CONTRACTOR shall provide whatever inspection and testing the CONTRACT requires CONTRACTOR to perform, to ensure conformance to Schedule "B".

10.2 COMPANY REPRESENTATIVE's Presence at all WORK Locations

COMPANY shall be entitled to have COMPANY REPRESENTATIVE present at all locations where CONTRACTOR or SUBCONTRACTOR are engaged in the performance of the WORK, at any and all times, to review and inspect all aspects of their performance of the WORK and to perform or witness whatever tests are required by the CONTRACT or which COMPANY otherwise considers necessary.

10.3 No Waiver of COMPANY's Rights in Relation to WORK Defects

Inspection or non-inspection, or witnessing or non-witnessing, by COMPANY shall not be construed as waiving any of COMPANY's rights in relation to defects in the WORK, nor shall acceptance of any part of the WORK relieve CONTRACTOR of its responsibilities under Paragraph 18, "Warranties and Remedy of Defects", of this Schedule "A".

lOA Assistance for COMPANY Inspections

In connection with any inspection or tests performed by COMPANY, CONTRACTOR shall provide such assistance as COMPANY may direct for the safe and efficient performance of such inspections or tests at no additional cost to COMPANY.

10.5 Advance Inspection Notice

For any inspection or any test to be witnessed by COMPAI\lY REPRESENTATIVE, CONTRACTOR shall advise COMPANY REPRESENTATIVE in writing of said inspection or tests sufficiently in advance (but in any event no later than seven (7) days prior to the date thereof) to enable COMPANY REPRESENTATIVE to attend.

10.6 WORK Closed or Covered before Inspections

If any part of the WORK or the PROJECT is closed or covered before the required inspection or witnessing has been performed or without agreement by COMPANY, it must, if required by COMPANY be opened or uncovered for inspection or witnessing and re-c1osed or re-covered all at CONTRACTOR's expense without claim for reimbursement from COMPAI\lY.

A-12


("".. \ ~J4SJ.I ,"=,.,....>' :as~1 ~ Saudi Electricity Company

11. CONTRACTOR Safety and Loss Prevention Requirements

11.1 Compliance with COMPANY Safety and Loss Prevention Requirements

CONTRACTOR shall at all times comply with and ensure that CONTRACTOR's and SUBCOI'.JTRACTOR'S employees and agents comply with all COMPANY Safety and Loss Prevention rules and regulations. Specifically, it shall be the CONTRACTOR's responsibility to comply with the provisions of COMPANY's publication entitled "Accident Prevention Manual", and any revisions to the foregoing_its may be made by COMPANY from time to time, and such other relate-d reqUirements, sp-e-Cifi1:atiO-ns, and standards as are made Known to CONTRACTOR by COMPANY during the performance of the WORK. CONTRACTOR is solely responsible for familiarizing itself with all such rules and regulations, which are available from COMPANY's Loss Prevention Division. CONTRACTOR shall take, or cause to be taken, any additional measures which the COMPANY REPRESENTATIVE may direct to protect against injury to or death of any person or damage to or loss of any property during CONTRACTOR's performance of the WORK.

11.2 CONTRACTOR Safety and Loss Prevention Proqram

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

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

11.3 COMPANY WORK Permits

CONTRACTOR shall obtain each day COMPANY work permit(s) for any WORK to be carried out during such day in any COMPANY specified "restricted area". It shall be the CONTRACTOR's responsibility to ascertain, in advance, whether the WORK area is designated a restricted area. COMPANY REPRESENTATIVE shall give 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, electrical switches, or operate any other piece of COMPANY plant without the prior approval of COMPANY and then only under the direct supervision of the supervising operator or plant foreman.

A-13


~~~ ~.:l.,......r; AS'~I Saudi Electricity Company

11.5 Oral Accident Reports

CONTRACTOR shall ensure that an immediate oral report is made to COMPANY REPRESENTATIVE 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 promptly by a written report. For accidents involving damage only, a full written report shall be forwarded to COMPANY REPRESENTATIVE promptly after the occurrence.

11.6 Accident Records

CONTRACTOR shall maintain, in a format approved by COMPANY REPRESENTATIVE, 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 be submitted to COMPANY on request.

11.7 Use of Radioactive Sources

CONTRACTOR shall ensure that restricted materials will be used only if the usage is in compliance with laws, rules, and regulations of the Government of the Kingdom of Saudi Arabia and with prior approval of COlvIPANY. Where the WORK requires the use of ionizing radiation, either by the CONTRACTOR or some other organization approved by COMPANY, CONTRACTOR shall ensure that 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 the WORK SITE, in accordance with all laws, rules and regulations of the Government of the Kingdom of Saudi Arabia.

A-14


r '\ .~ ;0",,....;' 4SytJ' ~ Saudi Electricity Company

12. CONTRACTOR WORK SITE Responsibility

12.1 Temporary Structures

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

12.1.2

r '\ .l,>jfS:U ,"=,..-.>' as~1 ~ Saudi Electricity Company

12.5 Garbage Container and Trash Collection

CONTRACTOR shall provide sufficient covered garbage containers at all necessary places to ensure adequate storage capacity and to prevent litter. CONTRACTOR shall clean the premises and collect trash and refuse at least daily. CONTRACTOR shall dispose of garbage and refuse in a manner acceptable to COMPANY. CONTRACTOR shall immediately remove any garbage that may pose a fire, health, or environment hazard.

12.6 Other Work near the WORK SITE

It is understood that COflilPANY may itself perform work at or near the WORK SITE, or have such work performed by other Contractors. CONTRACTOR agrees to cooperate fully with COMPANY or any other Contractors performing such work, and not to interfere with the performance of such work.

13. WORK SCHEDULE and Reports

13.1 CONTRACTOR's Proposed WORK SCHEDULE

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

13.2 Progress Reporting

13.2.1 The WORK SCHEDULE shall be used as the basis for progress reporting, schedule controlling and schedule forecasting. At regular intervals, CONTRACTOR shall revise the WORK SCHEDULE to include the effect of Changes (as defined in Paragraph 16.1 of this Schedule "A") and to reflect actual WORK progress. CONTRACTOR shall regularly prepare schedule forecasts that predict the actual date(s) of design and fabrication completion, Technical Completion and Final Acceptance, and any separable portions thereof specified by COMPANY, plus the occurrence of any Critical Milestone Dates listed in Attachment II to Schedule "B".

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

13.3 Progress Reports

CONTRACTOR shall submit to COMPANY a WORK Progress Report on a BiWeekly 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 Paragraph 13, CONTRACTOR shall furnish the COfliIPAI\JY with other reports and schedules as stipulated under Schedule "B",

A-16


~l:'~ a:.:l~1 4S"~1 Saudi Electricity Company

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 working hours as shown on the WORK SCHEDULE, then CONTRACTOR shall give COMPANY i't. minimum Qf 12 hours writteo. advance. notification in. each. instance.

13.7 CONTRACTOR Demobilization Plan

Not less than sixty [60] days prior to the date CONTRACTOR anticipates Final Acceptance of the WORK, CONTRACTOR shall submit to COMPANY REPRESENTATIVE a plan for demobilizing from the WORK SITE. Said Plan shall provide coverage for start-up and commissioning.

13.8 Updating the WORK SCHEDULE 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 to COrvIPAI\lY by CONTRACTOR under the CONTRACT nor COMPANY's review of any such report or schedule shall have the effect of amending or modifying, in any way, the Final Acceptance Date, Critical Milestone Dates or of modifying or limiting 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 water arising out of CONTRACTOR's or SUBCONTRACTOR's performance of the WORK. Should there be a discharge or escape of any quantity of pollutants, radioactive materials or contaminants during the performance of the WORK, CONTRACTOR shall immediately take the necessary action to contain, control, recover or disperse the substance at CONTRACTOR's expense. If CONTRACTOR fails to take such necessary action, COrvIPAI\lY shall have others perform this effort at CONTRACTOR's expense.

14.2 CONTRACTOR's liability for Pollution

CONTRACTOR assumes all liability for and shall defend, indemnify, and hold COMPANY harmless from all claims, losses, expenses or damages resulting from or incurred in the control and removal of, any and all pollution or contamination 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 or SUBCONTRACTOR's possession.

A-17

TK [Issue Date January 2009 Supersedes: January 2002 * Denotes Change

r "'\ ."->P ..",...,....t. >5y'lJ1 ~ Saudi Electricity Company

15. COMPANY General Obligations

COMPANY shall, in accordance with and subject to the terms and conditions of the CONTRACT, undertake to perform its general obligations listed below in such time and manner as to facilitate the orderly prosecution of the WORK:

15.1 Pay the CONTRACT Price

Pay CONTRACTOR the CONTRACT Price set forth in Schedule "c" (CONTRACT J:~d,..",_\

15.2 Provide Materials. Tools and Eguipment

Provide materials, tools and equipment required for the performance of the WORK that are to be provided by COMPANY pursuant to Paragraph 3, COMPANY Supplied Materials, Tools and Equipment, of Schedule "B".

15.3 Obtain Permits in COMPANY's Name

Obtain all permits, licenses, and other governmental authorizations which must be obtained in COMPANY's name and which are necessary for the performance of the WORK.

15.4 Allow CONTRACTOR Access to COMPANY Controlled Areas

Allow CONTRACTOR access, subject to COMPANY's normal security control and safety procedures, to COMPANY controlled areas only as may be required for the orderly performance of the WORK. If COMPANY identification cards are issued to CONTRACTOR, CONTRACTOR shall also abide by all current Ministerial decrees and Government regulations regarding identification cards. Details regarding these decrees and regulations are available through COMPANY's Industrial Security Department.

15.5 Obtain Rights-Of-Way

Obtain any easements and rights-of-way that are determined by COMPANY to be required for the performance of the WORK.

15.6 Appoint COMPANY REPRESENTATIVE

Appoint one or more COMPANY REPRESENTATIVES.

15.7 Provide Monuments. Benchmarks and Survey Points

Provide CONTRACTOR the minimum number of monuments, benchmarks and survey points determined in COMPANY's discretion to be required to do the WORK. At the onset of the WORK, COrvlPANY and CONTRACTOR shall verify the correctness of these monuments, benchmarks and survey points. After this verification, it is the CONTRACTOR's responsibility to maintain these monuments, benchmarks and survey points and to ensure that all WORK done is located in accordance with drawings and specifications. COMPANY at its discretion may order removed and replaced any WORK not properly located, at no cost to COMPANY.

A-1S TK [Issue Date: January 2002 Supersedes: * Denotes Change

-----

~!.:'~ ~~~l AS'j-.7.n Saudi Electricity Company

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 the CONTRACT ("Change") such as, but not limited to, alterations of the WORK or changes in the sequence of the performance of the WORK and CONTRACTOR shall perform the WORK as specified in the CHAI'\JGE ORDER.

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

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

b] The lump sum price of or the basis for determining any increase in the compensation due CONTRACTOR or credit due COMPANY as a result of the Change, if any

16.2 Basis for Determining Compensation for Changes

16.2.1 COMPANY shall establish the basis for determining the compensation due CONTRACTOR or credit due COMPANY for each Change, as follows:

a] The prices stated in Attachments to Schedule "C" will be used to determine the compensation to be paid to CONTRACTOR for Changes or credit due COMPANY, provided that such Change must 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) of the CONTRACT Price shall be negotiated between COMPANY and CONTRACTOR, pursuant to Paragraph 2.1 of Schedule "C".

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

16.2.3 Should COMPANY and CONTRACTOR fail to agree on the amount of the compensation or credit due for each Change or fail to agree on an adjustment to the Final Acceptance Date or Critical Milestone Dates, COMPANY may nevertheless direct CONTRACTOR, in a CHANGE ORDER signed by COMPANY alone, to proceed with the WORK as changed. Should COIV1PANY so direct COI\JTRACTOR, CONTRACTOR shall proceed with the WORK as changed and COMPANY shall compensate CONTRACTOR or calculate the credit due COMPANY, in accordance with COMPANY's good faith estimate of the cost or savings resulting from the Change. CONTRACTOR's performance of the WORK as changed shall not prejudice any request by CONTRACTOR for additional compensation for the Change or for an adjustment in the Final Acceptance Date or Critical Milestone Dates nor COMPANY's claim for a credit.

A-19


16.7

r .. \,,,..,.ro ~'.-." AS~I ~ Saudi Electricity Company

16.3 CHANGE 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 shall be performed in accordance with the terms and conditions of the CONTRACT, and without any prejudice to any COMPANY's rights in suspension or termination in accordance with the CONTRACT.

16.4 No Compensation for performing Changes without a CHANGE ORDER

If a Change may result in a request for an increase in the compensation due -~~-~;~~~~~~~~-?~::-:--:---:-::--:;-:~;-::::~--f:--:-;-:--~~~_~_:_:_~~_~~_~_~ .....__ ~_~_~_?J __ ~~~_~J----?_~_~~ C\~_~~ __ ~_~__ ~ ...._~_~ __ A

Critical Milestone Dates, CONTRACTOR shall not proceed with the work involved in the Change without a CHANGE ORDER signed by COMPANY. If CONTRACTOR proceeds with the additional work involved in such a Change without a CHANGE ORDER, CONTRACTOR shall not be entitled to any additional compensation 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 errors, procurement, construction, or any other failure on the part of CONTRACTOR to comply with the CONTRACT, shall not be considered as Changes, but will be wholly at CONTRACTOR's responsibility and cost.

16.6 Failure by CONTRACTOR and COMPANY to Agree on a Change If COMPANY and CONTRACTOR fail to agree on whether or not any direction by COMPANY constitutes a Change, COMPANY may direct CONTRACTOR, in writing, to proceed with the WORK as changed and CONTRACTOR shall immediately proceed with the WORK as changed. CONTRACTOR's performance of such WORK, as changed, shall not prejudice either COMPANY's or CONTRACTOR's position that such direction constitutes a Change, and that the Final Acceptance Date and/or Critical Milestone Dates should be adjusted, and/or that CONTRACTOR should receive additional compensation for such WORK or that COMPANY should receive additional credit for reduction of the WORK. Failure by CONTRACTOR and COMPANY to Agree on Compensation for Change

Should COMPANY and CONTRACTOR fail to agree as to the compensation due CONTRACTOR or credit due COMPANY, adjustments in the Final Acceptance Date or Critical Milestone Dates, or whether a direction from COMPANY constitutes a Change, such dispute shall be resolved in accordance with Paragraph 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 commencement date set forth in Schedule "B" and shall prosecute the completion thereof with diligence and dispatch and in such a way as to ensure that the Final Acceptance Date and Critical Milestone Dates are met. Should CONTRACTOR fail to so prosecute the WORK, such failure shall constitute a substantial breach of the CONTRACT.

A-20


-- -- -

~ ~~ ~~~1 6\S'~1 Saudi Electricity Company

17.2 Design Completion

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

.i I.':> I ecnnu:al ....ompn:Liuil

Technical Completion of the PROJECT shall be achieved when: 17.3.1 All components, assemblies, or structures to be supplied by

CONTRACTOR have been assembled and installed in strict compliance with the approved plans, drawings, and specifications, and

17.3.2 All required testing and commissioning of the PROJECT or any of its components, assemblies, or structures installed by CONTRACTOR have been successfully achieved, and

17.3.3 The PROJECT is constructed in accordance with the requirements of Schedule "B", and

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

17.3.5 COrvIPAI\lY has given COI\lTRACTOR a written notification that all Technical Completion activities have been completed and that the PROJECT is ready for thirty (30) consecutive calendar days Performance Trial.

17.4 Notice of Technical Completion and Corrective WORK

17.4.1 Not less than thirty (30) days prior to the date CONTRACTOR anticipates Technical Completion of the PROJECT, CONTRACTOR shall notify COMPANY in writing of the date on which CONTRACTOR anticipates 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 CONTRACTOR demonstrates to COIVlPANY's satisfaction that the PROJECT is technically complete in accordance with the CONTRACT, COMPANY shall notify CONTRACTOR in writing that all Technical Completion activities are complete for the PROJECT.

17.4.4 If the PROJECT is not technically complete in accordance with the CONTRACT, or COMPANY believes that it may not be, COMPANY shall so notify CONTRACTOR, in writing, specifying the respects in which the PROJECT is or may be deficient and CONTRACTOR shall correct the deficiencies or demonstrate to COMPANY's satisfaction that no deficiencies exist.

17.4.5 CONTRACTOR shall notify COMPANY in writing when it considers the deficiencies corrected and COMPANY shall inspect the PROJECT within thirty (30) days of receipt of such notice.

A-21

TK [Issue Date: January 2009 Supersedes: March 2006 * Denotes Change

r",\ .~~,~':>SyUl ~ Saudi Electricity Company

17.4.6 If CONTRACTOR demonstrates to COMPANY's satisfaction that the PROJECT, as corrected, is technically complete in accordance with the CONTRACT, COMPANY shall notify CONTRACTOR in writing that all Technical Completion activities are complete.

17.4.7 If the PROJECT, as further corrected, is again not complete in accordance with the CONTRACT, or COMPANY believes it may not be, the parties shall again proceed in the manner described above un