HEOSL-OML30-00-0000-CNT-T-000194

HERITAGE ENERGY OPERATIONAL SERVICES LIMITED (HEOSL)

INVITATION TO TENDER NO. HEOSL-OML30-00-0000-CNT-T-000194

PROVISION OF CONSULTANCY SERVICE – PRODUCTION MAINTENANCE

 HEOSL-OML30-00-0000-CNT-T-000194

TENDER DOCUMENT INDEX

PART A – INSTRUCTIONS TO TENDERERS

1. Introduction
2. Preparation of Tender
3. Examination of Tender Document and Acknowledgement
4. Site Inspection and Conditions
5. Modification and Withdrawal of Tender
6. Award of Contract
7. Tenderer’s Submission of Tender
8. Form of Tender

Appendix 1 - Tender Return Slip

Appendix 2 - Form of Acknowledgement
Appendix 3 - Confidentiality Agreement

TECHNICAL TENDER

Technical Tender Form A - Form of Technical Tender

Technical Tender Form B - Company Details
Technical Tender Form C - Legal Name/Power of Attorney
Technical Tender Form D - Registration
Technical Tender Form E - Work Execution Plan
Technical Tender Form F - Manpower Histograms
Technical Tender Form G - Company/Project Organisation
Technical Tender Form H - Details of Principal Items of Equipment
Technical Tender Form I - Key Project Personnel
Technical Tender Form J - Insurances
Technical Tender Form K - HSSE
Technical Tender Form L - Quality Assurance
Technical Tender Form M - Subcontractors
Technical Tender Form N - Current Commitments
Technical Tender Form O - Liens and Claims
Technical Tender Form P - Nigerian Content Plan
Technical Tender Form Q - Confirmation of Compliance with Nigerian Content
Development Directives

COMMERCIAL TENDER
Commercial Tender Form R - Form of Commercial Tender
Commercial Tender Form S - Schedule of Prices

PART B – PROFORMA CONTRACT

[INSERT THE “CONTRACT STRUCTURE” AS DETAILED WITHIN THE “ORDER OF

PRECEDENCE” SECTION CONTAINED WITHIN THE “FORM OF AGREEMENT” OF
RELEVANT STANDARD CONTRACT]
 HEOSL-OML30-00-0000-CNT-T-000194

PART A

INSTRUCTIONS TO TENDERERS

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INSTRUCTIONS TO TENDERERS

1. INTRODUCTION

1.1 Heritage Energy Operational Services Limited (HEOSL), a company organised and existing
under the Laws of Nigeria with its registered office at 98 Awolowo Road, South West, Ikoyi,
Lagos, Nigeria Federal Republic of Nigeria (hereinafter referred to as “Company”), has a
requirement for (hereinafter referred to as “Work”). Support services to be incorporated
shall include all necessary activities to achieve satisfactory performance of the Work as
described in Section V Scope of Work of the Proforma Contract document.

1.2 The Work is planned to commence Q2, 2020.

2. PREPARATION OF TENDER

2.1 The Tender shall be prepared and submitted in strict accordance with the invitation to
tender documentation (hereinafter called the “Tender Document”) which shall consist of:
1) The Instructions to Tenderers
2) Tender Return Slip (Appendix 1)
3) The Form of Acknowledgement (Appendix 2)
4) The Confidentiality Agreement (Appendix 3)
5) Form of Tender and accompanying Forms thereto
6) Proforma Contract

2.2 The Tender shall be prepared and submitted in strict accordance with the Tender
Document. In the event of a contract award, Tenderer will be required to enter into a formal
contract in the form as presented in the proforma Contract Document. Partial or incomplete
Tenders or Tenders received after the stated due date / time may be rejected.

2.3 Tenderer is required to provide the following information when submitting its tender:

2.3.1 Technical Tender: Form of Technical Tender accompanied by full and

complete details of the technical bid as specified in Schedules 8.1 - 8.17
hereto.

2.3.2 Commercial Tender: Form of Commercial Tender accompanied by full and

complete details of the commercial bid as specified in Schedules 8.18 - 8.19
hereto.

2.4 Notwithstanding the above, Tenderer shall note the following and take it into consideration
when submitting its Tender:

2.4.1 Validity Period: Tenderer’s bid shall be valid for a minimum period of two
hundred and seventy (270) calendar days from the due date for submission of
the Commercial Tender or until a Contract for the Work is fully executed by
Company, whichever is earlier. Company may request for an extension at any
given time during the course of the tender exercise.

Cover Letter: The Tenderer may elect to include a cover letter in the tender
submission; however, it is important to note that this letter should not contain
any contract terms and conditions and commercial proposals.

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2.4.2 Compliance with Joint Venture Contract Requirements in Nigeria -

Incorporation in Nigeria: As a contractor under a Joint Venture Contract
with NPDC, Company shall ensure that Tenderers are registered in (Nigerian
Certificate of Incorporation to be provided), with a significant proportion of
Nigerian content, provided they meet the required standards for the Work to
be performed.

2.4.3 DPR Registration: Tenderer must have a valid registration with the
Department of Petroleum Resources (DPR) and possess in its own name a
current permit to operate as an oil and gas industry service company.
Alternatively, if a Tenderer is affiliated to a company that is incorporated in
Nigeria or otherwise registered with DPR to operate as an oil and gas industry
service company, then Tenderer’s proposal will be considered by Company
provided Tenderer is agreeable to execute the contract resulting from the bid
award both in the name of the Tenderer and its Nigerian affiliate.
Furthermore, the contract shall contain express representation that any work
to be performed in Nigeria or its territorial waters will be performed by the
Nigerian affiliate.

2.4.4 The Terms and Conditions for the Contract shall be in strict accordance with
the terms and conditions as detailed in Section I of the Proforma Contract as
attached hereto. Accordingly, Company wishes to receive un-qualified
Tenders but, in the event, that Tenderer cannot comply with certain of the
terms and conditions at any cost, Tenderer must provide full details of its
proposed exceptions together with the necessary justifications.

Only exceptions submitted by Tenderer with the Technical Tender will be

considered by Company and any exceptions offered at a later date will not be
accepted by Company for consideration. The Tenderer must however
understand that each and every exception must be resolved and/or accepted
by Company unconditionally for the Tenderer to be subsequently able to enter
into a contract.

Notwithstanding the above, Tenderer must note that Company reserves the
right to reject any Tender received which contains exceptions to the proposed
contract terms and conditions.

2.4.5 Confidentiality: Tenderer shall acknowledge its concurrence with the

confidentiality provisions of the Tender by returning the signed Confidentiality
Agreement, no later than four (4) days after receipt of the Tender Document,
strictly using the Form as contained in Appendix 3 Tenderer shall comply with
the confidentiality requirements both during the Tender period and until
written notification has been received of a successful or unsuccessful tender.

2.5 The Tender must be submitted without review by, comparison of the figures with,
arrangement with or the knowledge of any other person or company submitting a Tender
for the same Work, and shall in all respects be without any act of collusion or fraud.

2.6 Tenderer undertakes to give preference to local indigenes when hiring its Nigerian
workforce, provided such local indigenes are sufficiently qualified and skilled.

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Company will place particular reference to the Tenderer’s policy and demonstrated ability
to manage community issues in partnership with Company for the benefit of all parties
involved. In particular, Tenderer is expected to provide details of systems, procedures and

staff in place to proactively assess and manage community issues in an integrated and
effective manner. In the event of a Contract award, Tenderer shall fulfil all community
relations’ requirements of host communities in respect of the Work with prior consultation
with Company. Tenderer’s responsibilities shall be clearly stated in any Contract awarded
for the Work.

2.7 Any and all costs associated with the preparation and submission of Tenderer’s Tender to
Company shall be for Tenderer’s own account and under no circumstances shall such
costs be reimbursable by Company.

3. EXAMINATION OF TENDER DOCUMENT AND ACKNOWLEDGEMENT

3.1 In order to ensure continued participation in this Tender Enquiry, if desired, the Tenderer is
requested to acknowledge receipt of this Invitation to Tender by returning the signed Form
of Acknowledgement no later than four (4) days after receipt of the Tender Document,
strictly using the Form as contained in Appendix 2 herein. Tenderer’s acknowledgement
shall confirm receipt of all the contents of the Tender Document and shall confirm whether
or not the Tenderer will submit a complying Tender by the due date. This
acknowledgement will further detail the name, address, telephone number and facsimile
number of the officer responsible for handling the invitation to tender.

3.2 Company may modify any part of the Tender Document at any time prior to the tender due
dates. Modifications will be made in the form of addenda to the Tender Document and will
be issued simultaneously to all Tenderers.

3.3 Tenderer is responsible for examination of the Tender Document and addenda and for
satisfying itself in all respects as to the content and nature of the documents and in general
to have obtained for itself all necessary information as to risks, contingencies and all other
circumstances that may, in any way, affect the performance of the Work. Should the
Tenderer find discrepancies in or omissions from any part of the Tender Documents that it
considers will have an affect on the satisfactory performance of the Work or should any
other question arise, Tenderer shall notify The Contract and Procurement Advisor in writing
to Heritage Place, 21 Lugard Avenue, Ikoyi, Lagos or by email to
facilitiestendering@HEOSL.com with a copy to idris.alimi@HEOSL.com immediately on
discovery of the discrepancy or omission. All such written communication must be specific
to this Invitation to Tender only and must make clear reference to the allocated Tender
Number (HEOSL-OML30-00-0000-CNT-T-000194) and the Tender Title.

3.4 All queries and communications in relation to this Invitation to Tender shall be directed in
writing solely to The Contracts and Procurement Manager at the address stated in 3.3
above. All such written queries must be specific to this Invitation to Tender only and must
make clear reference to the allocated Tender Number (HEOSL-OML30-00-0000-CNT-T-
000194) and the Tender Title.

Questions, clarifications and answers will be provided to all Tenderers. The last opportunity
for the submission of queries or communications shall be seven (7) calendar days before
Technical Tender due date.

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3.5 Any communication with any other person within Company during the period of this
Invitation to Tender, regarding any aspect of this Tender, will result in immediate
disqualification of Tenderer.

4. SITE INSPECTION AND CONDITIONS

4.1 Tenderer is responsible for making whatever arrangements it considers necessary to

become fully informed regarding all conditions that might in any way affect the performance
of the Work. If considered necessary, arrangements may be made for a visit to the Work
site by contacting The Contracts and Procurement Manager, in writing or by email
correspondence.

4.2 Failure by Tenderer to satisfactorily investigate the conditions as aforesaid shall not relieve
the Tenderer from the responsibility for properly assessing the risk and difficulty of the
Work or estimating the cost of performing the Work.

5. MODIFICATION AND WITHDRAWAL OF THE TECHNICAL TENDER

A Tenderer, having submitted its Technical Tender prior to the relevant due date, may
withdraw its Technical Tender Submission, provided that notification of such withdrawal is
received by The Contracts and Procurement Manager in writing at the address stated in 3.3
above, prior to the relevant due date.

6. AWARD OF CONTRACT

Company reserves the right to accept or reject any or all Tenders received, to waive any
deviation from the Invitation to Tender process or any informality in Tenders received and
to accept or reject one or more of the items in the Tender if this is, in Company’s
judgement, in the best interests of Company. The award of the Contract shall be
conditional upon timely execution and return to Company of Company issued Contract or
Letter of Intent as considered to be appropriate, together with the relevant Certificates of
Insurance and any other documentation referred to herein, within the time specified in this
invitation. The failure of a successful Tenderer to comply with the foregoing requirement
shall entitle the Company to annul the award.

7. TENDERER’S RETURN OF TENDER

7.1 Tenderer shall ensure that its Technical and Commercial Tender is submitted to the
Company in strict accordance with the following document format: -

The Tender submission shall comprise separate sealed packages for (a)
Technical and Un-Priced Commercial Proposal and (b) Priced
Commercial Proposal and submitted to COMPANY’s address at Heritage
Place, 21 Lugard Avenue, Ikoyi, Lagos, Nigeria.

a) Technical and Un-Priced Commercial Proposal:

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The proposal shall be submitted in one (1) original and one (1)
Flash Drive and must contain all information requested in this
Invitation to Tender, in forms A to Q inclusive.

The technical and unpriced commercial proposal MUST NOT

contain pricing or pricing information.

The sealed package must clearly state “Technical and Un-

Priced Commercial Proposal” and shall clearly be marked as
“ITT No: HEOSL-OML30-00-0000-CNT-T-000194 and “Original”,
“Flash Drive” as appropriate (see example below).

EXAMPLE - "TENDER DOCUMENTS - ITT NO. HEOSL-OML30-00-0000-

CNT-T-000194 CONFIDENTIAL TECHNICAL AND UN-PRICED
COMMERCIAL PROPOSAL ORIGINAL"

Tenderer is required to ensure ONLY the ITT Reference number is

identified on the cover of each of the Tender Parts/packages. No
reference to Tenderer’s company details or contact details shall be
visible on the cover of Tenderer’s submission.

b) Priced Commercial Proposal:

The proposal shall be submitted in one (1) original in hardcopy

form and one (1) Flash Drive and must contain all information
requested in this Invitation to Tender, and shall consists of forms R
to S. The sealed package must clearly state “Priced
Commercial Proposal” and shall clearly be marked as “ITT No:
HEOSL-OML30-00-0000-CNT-T-000194” and “Original”, “Flash
Drive” as appropriate (see example below).

EXAMPLE - "TENDER DOCUMENTS - ITT NO. HEOSL-OML30-00-0000-

CNT-T-000194 CONFIDENTIAL PRICED COMMERCIAL PROPOSAL -
ORIGINAL"

7.2 In order to facilitate ease of downloading the electronic submissions, it is

requested that a single file (or a zipped electronic folder if a single file is not
manageable) should be used for each Part.

7.3 Electronic files must be submitted, wherever practical, in native format

(typically Microsoft Word, Excel, PowerPoint etc) so that the content can be
readily cut, pasted and used in subsequent evaluation or contract
documentation. Spreadsheets provided to illustrate or support any
calculations must be submitted in full working format, so that the operation of
functions and formulas can be verified.

7.4 The content of Commercial and Technical submissions should be structured

in accordance with the relevant numbered parts described below. However,
Tenderers are required to ensure that each electronic file is named in a way
that clearly identifies which numbered part or parts of the relevant
Commercial or Technical Part it relates to.

7.5 Tenderer submission is expected, on or before 12.00 noon on the Tender

closing date specified in the Invitation to Tender letter, addressed for the

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attention of Contract and Procurement Advisor at the address in 3.3 above.

The Tenderer shall ensure that a copy of the Tender Return Slip, as attached in Appendix
1 hereto, is completed with the required information and attached securely to the front of
the Tender envelope.

7.6 All Tenders shall be returned, on written request, to unsuccessful Tenderers, otherwise
they will be destroyed after fourteen (14) days of notification from Company that the Tender
has been unsuccessful.

8. FORMS OF TENDER
Tenderer shall submit its Tender in accordance with the provisions of items 7.2 to 7.6
above and in compliance with the following requirements: -

TECHNICAL TENDER SUBMISSION

8.1 Tender Form A – Form of Technical Tender – governs the submission of the Technical
Tender, and is to be signed, submitted and accompanied with the following Forms, as
required by Company.
8.2 Tender Form B – providing Tenderer’s representative names, telephone numbers, e-mail
addresses etc.
8.3 Tender Form C – providing Tenderer’s full legal name, registration number, place of
incorporation, registered office address, names of executive officers responsible for
Tenderer’s business activities and the provision of a Power of Attorney to act as authorised
representative, if necessary. Tenderer shall also provide a copy of a valid Certificate of
Incorporation.
8.4 Tender Form D – detailing Tenderer’s registration with DPR (or absence of same with
explanation), and accompanied by a copy of a valid DPR certificate for the category of work
being tendered, evidence of payment/exemption of Tax together with audited financial
statements for the last three years. A copy of a valid Tax clearance certificate and VAT
certificate shall be provided.
8.5 Tender Form E – detailing Tenderer’s plan for the execution of the Work, including
Tenderer’s PROGRAMME.
8.6 Tender Form F – providing a manpower histogram showing Tenderer’s proposed manning
levels for the satisfactory execution of the Work.
8.7 Tender Form G – showing Tenderer’s project organisation, positions to be occupied by
key personnel, reporting relationships within the project, interfaces with off-project
personnel and interfaces with subcontractors or vendors (as applicable).
8.8 Tender Form H – showing details of Tenderer’s principle items of equipment to be utilised to
perform the Work.
8.9 Tender Form I – providing a list of key personnel for the Work, how such personnel relate
to the Tenderer’s proposed organisation chart, the positions held by the personnel in
Tenderer’s organisation and resumes of such personnel, including language capabilities.
8.10 Tender Form J – containing copies of certificates of current insurances and/or confirmation
that the insurance cover as required by the Contract will be obtained and maintained in
effect throughout the Contract term.
8.11 Tender Form K – providing detail of Tenderer’s intended health, safety, security and
environmental protection programme and measures to be taken to ensure compliance with
the programme requirements.
8.12 Tender Form L – providing Tenderer’s draft Quality Plan for the Work.

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8.13 Tender Form M – providing Tenderer’s proposed subcontractors list, detailing the scope of
subcontracted work and the subcontractors to be used in the execution of same.
8.14 Tender Form N – detailing similar work which Tenderer has completed as Contractor
during the last three (3) years, or work which is currently in progress, indicating name of
client, client reference person, location of contract, duration and approximate value.
Tenderer should also include details of future known commitments and work for which
Tenderer is currently bidding.
8.15 Tender Form O – showing a list of Tenderer’s current liens and claims.
8.16 Tender Form P – showing details of Nigerian Content Plan, particularly as it relates to the
Work being performed in-country.
8.17 Tender Form Q – showing confirmation of compliance with the Federal Government’s
current Nigerian Content Development Directives.

COMMERCIAL TENDER SUBMISSION

8.18 Tender Form R – Form of Commercial Tender – which governs the submission of the
Commercial Tender.
8.19 Tender Form S – providing detailed Schedule of Prices.

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HERITAGE ENERGY OPERATIONAL SERVICES LIMITED [HEOSL]

HERITAGE PLACE, 21 LUGARD AVENUE, IKOYI, LAGOS
CONTRACT & PROCUREMENT DEPARTMENT

TENDER RETURN SLIP

TENDER NO: ……………………………………………………………………………...

TENDER TITLE: …………………………………………………………………………..

VENDOR NAME: …………………………………………………………………………..

TENDER DUE DATE: ……………………………………………………………………..

VENDOR SIGNATURE: ………………………………………………………………….

 HEOSL-OML30-00-0000-CNT-T-000194
Appendix 2
FORM OF ACKNOWLEDGEMENT

This Form of Acknowledgement shall be copied unchanged on the Tenderer’s company

headed paper with all spaces completed as appropriate. The Form of Acknowledgement
shall be signed by an authorised representative of Tenderer with the name and position of
the authorised representative clearly printed below the signature.

Heritage Energy Operational Services Limited [HEOSL]

Heritage Place,
21 Lugard Avenue,
Ikoyi, Lagos,
Nigeria

For the attention of: The Contracts and Procurement Manager

Dear Sirs,

TENDER NO: [HEOSL-OML30-00-0000-CNT-T-000194]

TENDER TITLE: [PROVISION OF CONSULTANCY SERVICE]

a) We have received all the documents listed in the Index to the Invitation to Tender
without damage and in usable condition.
(Alternatively, please specify any documents that are missing, damaged or
unusable).

b) We have read the Invitation to Tender and will tender strictly in accordance with the
specified requirements.

c) We confirm our adherence to the highest standards of business ethics and, in

particular, we have established precautions to prevent any of our officers,
employees, and agents from making, receiving, providing or offering gifts,
entertainment, payment, loans, or other considerations which may influence the
judgement of individuals during the Tender period.
OR *
We do not wish to tender and therefore return the whole Invitation to Tender package with
this letter.

(* please delete as required)

Yours faithfully,

For and on behalf of:

(Name of Tendering
Company)

Name/signature of
Authorised Person & Title)

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Appendix 3

CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement shall be copied unchanged on the Tenderer’s company

headed paper with all spaces completed as appropriate. The Confidentiality Agreement
shall be signed by an authorised representative of Tenderer with the name and position of
the authorised representative clearly printed below the signature.

Heritage Energy Operational Services Limited [HEOSL]

Heritage Place
21 Lugard Avenue,
Ikoyi,
Lagos,
Nigeria

For the attention of: The Contracts and Procurement Manager

Dear Sirs,

TENDER NO: [HEOSL-OML30-00-0000-CNT-T-000194]

TENDER TITLE: [PROVISION OF CONSULTANCY SERVICE]

We are aware that certain information will be disclosed to us by Heritage Energy Operational
Services Limited (HEOSL) (hereinafter referred to as “COMPANY”), as a part of or in relation to
the subject Work (hereinafter referred to as “Information”). We (hereinafter referred to as
“CONTRACTOR”) our suppliers and sub-contractors and the employees of all the foregoing
hereby obligate ourselves to COMPANY as follows:

a. Any and all know-how, data, process details, designs, drawings, tracings, bills of
material, specifications, and any other technical information and any business
information of any type whatsoever, whether or not characterised as secret or
confidential (hereinafter collectively referred to as the “Information”) obtained in
relation to the Work, by written or oral communication or by drawings, process reports
or otherwise by CONTRACTOR from COMPANY or from its authorised
representatives or any licensors or customers shall be deemed to be COMPANY’s
intellectual and proprietary property and CONTRACTOR shall treat same in strict
confidence. CONTRACTOR shall not use such Information for any purpose other
than that for which it was disclosed to CONTRACTOR in relation to the Work. All such
provided Information shall not be revealed and/or given to third parties except with
COMPANY’s prior written consent.

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b. CONTRACTOR will make Information available only to those of its employees having
a specifically identified need to know Information for the preparation of the tender or
subsequent performance of the Work under the subject Contract. CONTRACTOR will
require that such employees agree to abide by the confidentiality obligations as
detailed herein.

c. CONTRACTOR may disclose, under these same conditions of confidentiality,

Information to suppliers and subcontractors only to the extent necessary for the
preparation of the tender or subsequent performance of the Work under the subject
Contract.

This obligation of confidentiality shall not apply if and to the extent that such
Information:

(i) is in the public domain at the time of disclosure by COMPANY or its authorised
representatives; or
(ii) after such disclosure becomes part of the public domain by publication or
otherwise other than by the CONTRACTOR; or
(iii) is lawfully in CONTRACTOR’S possession prior to such disclosure, as shown in
written records, or
(iv) is lawfully obtained by CONTRACTOR from other sources who are not under
obligation by COMPANY.

Except as required for and to the extent necessary in carrying out its involvement in the
Work, CONTRACTOR shall not divulge that COMPANY or its authorised representatives or
any licensors or customers are the source of any Information obtained by CONTRACTOR.
If requested by COMPANY, CONTRACTOR hereby confirms that it will sign any additional
confidentiality agreement, as required by COMPANY.

For Tenderer:
(Official Stamp)
Signature:
Name:
Position:
Date:

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HERITAGE ENERGY OPERATIONAL SERVICES LIMITED

FORM OF TECHNICAL TENDER AND TECHNICAL TENDER FORMS

TENDER No: [HEOSL-OML30-00-0000-CNT-T-000194]

[PROVISION OF CONSULTANCY SERVICE]

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TENDER FORM ‘A’ - FORM OF TECHNICAL TENDER

This Form of Technical Tender shall be copied unchanged on the Tenderer’s

company headed paper with all spaces completed as appropriate. The Form of
Technical Tender shall be signed by an authorised representative of Tenderer
with the name and position of the authorised representative clearly printed
below the signature.

Heritage Energy Operational Services Limited [HEOSL]

Heritage Place
21 Lugard Avenue,
Ikoyi,
Lagos,
Nigeria

For the attention of: The Contracts and Procurement Advisor

Dear Sirs,

TENDER NO: [HEOSL-OML30-00-0000-CNT-T-000194]

TENDER TITLE: [PROVISION OF CONSULTANCY SERVICE]

Having examined the Invitation to Tender dated)[Date], and in accordance with the
Instructions to Tenderers therein, the undersigned hereby proposes to Heritage
Energy Operational Services Limited (hereinafter referred to as “COMPANY”) to
furnish all management, resources, material, equipment, and related services to
perform the Work, in strict conformity with the provisions of the Tender Document
and any addenda thereto.

The undersigned agrees that this Tender constitutes a firm offer to COMPANY which
cannot be withdrawn for two hundred and seventy (270) calendar days from and after
the due date for submission of the Commercial Tender or until a contract for the
Work is fully executed by COMPANY and the selected Tenderer, whichever is earlier.

The undersigned certifies that it has examined and is fully familiar with all the
provisions of the Tender Document and any addenda thereto; that it has carefully
checked all of the words and other data shown in this Tender; that it has carefully
reviewed the accuracy of all statements in this Tender and attachments hereto; and
that it has by careful examination of the Tender Document and any addenda thereto
and by examination of the actual site conditions as necessary, satisfied itself as to
the nature and location of all Work, the general and local conditions to be
encountered in the performance of the Work, the requirements of the CONTRACT
and all other matters which can in any way affect the Work or the cost thereof. The
undersigned hereby agrees that COMPANY or any authorised representatives of
COMPANY shall

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not be responsible for any errors or omissions and the associated cost on the part of
the undersigned in preparing this Tender.

If awarded a CONTRACT, the undersigned agrees to execute the CONTRACT and

deliver it to COMPANY’s authorised representative within fourteen (14) calendar
days after award of the CONTRACT together with the necessary Parent Company
Guarantee and Certificates of Insurance. Work shall not commence until the required
Certificates of Insurance are submitted. Notwithstanding the above, the undersigned
accepts that failure to so sign the formal CONTRACT shall give COMPANY, at its
option and without other remedies available to COMPANY in Law, the right to annul
the award, without notice, until such time as the undersigned signs the CONTRACT.
The undersigned understands that COMPANY is not bound to accept any tender that
it receives. The tender information required by the Instructions to Tenderers as
attached hereto is by this reference incorporated herein and made a part of this
Technical Tender.

The undersigned also acknowledges receipt, understanding and full consideration of

the following addenda to the Tender Document.

Tender Addenda:

Number/date
Number/date
Number/date
Number/date
Number/date
Number/date

For Tenderer:
(Official Stamp)
Signature:
Name:
Position:
Date:

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TENDER FORM ‘B’ – COMPANY DETAILS

Tenderer shall provide below, it’s proposed representative names, telephone

numbers, e-mail addresses.

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TENDER FORM C – LEGAL NAME/POWER OF ATTORNEY

Tenderer shall detail below its full legal name, registration number, place of
incorporation and registered office address. Tenderer is also to list the names
of the executive officers responsible for Tenderer’s business activities and
Power of Attorney for the signature of the Tender, if necessary. Contact e-mail
addresses and faxes should also be listed.

Tenderer shall provide a copy of a valid Certificate of Incorporation.

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TENDER FORM D – REGISTRATION

1. Tenderer shall detail Tenderer’s registration with DPR, and submit a copy of
a valid DPR certificate for the category of work being tendered or the receipt
for the registration with DPR for the category of work being tendered.

2. Tenderer shall provide the following information: -

 Evidence of Registration with Corporate Affairs Commission

 Evidence of payment/exemption of Tax for the last three years
 Audited financial statement for the last three years
 Evidence of compliance with Nigerian employment law
 Evidence of Recruiter’s License from Federal Ministry of Labour
 Evidence of Registration with the National Pension Commission and
Pension
 Fund Administrator(s)
 Evidence of Annual Turnover
 Evidence of last payment of workers’ monthly contributions to the
Pension Fund Administrators
 Evidence of industrial relations strategy
 Evidence of PAYE Remittance in the last three (3) years
 Evidence of verifiable current workers’ condition of service
 Evidence of Registration with/and remittance to Industrial Training Fund
 Details of arrangements with principal Bankers with guarantee of
minimum of USD200,000 and other sources of finance.

3. Tenderer shall also provide a copy of a valid Tax clearance certificate which
bears its Tax Identification Number (TIN) and a VAT certificate.

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 HEOSL-OML30-00-0000-CNT-T-000194

TENDER FORM E - WORK EXECUTION PLAN

Tenderer shall describe, in detail, its proposed method of performing the Work,
including method statements for appropriate aspects of the Work,
incorporating practices and procedures to be adopted. Tenderer shall include
its Programme for execution of the Work.

For Project related Work, Tenderer shall also provide a Work Execution Plan in
sufficient detail so as to clearly explain the sequence and manner in which the
Work is to be carried out, co-ordinated and managed.

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 HEOSL-OML30-00-0000-CNT-T-000194

TENDER FORM F - MANPOWER HISTOGRAMS

Tenderer shall attach Technical manpower histogram detailing proposed

manning levels for execution of the Work.

The manpower histogram shall include available Technical and Administrative

personnel and shall correlate with the Tenderer’s Work Execution Plan and Project
Organisation Chart submitted in accordance with Forms E and G.

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 HEOSL-OML30-00-0000-CNT-T-000194

TENDER FORM G – PROJECT ORGANISATION

Tenderer shall attach its project organisation (including Home office support)
showing numbers and titles of key personnel. The chart shall show reporting
relationships, interfaces with off-project personnel and interfaces with
subcontractors.

The project organisation chart will show lines of authority/ responsibility

/communication together with written description of the overall working of the
organisation with particular emphasis on the Home Office/Field Office interface.
Additional details shall be provided indicating availability, place/project from which
mobilisation shall occur, rotation/rest policy.

Tenderer shall advise the geographic location of all offices to be involved in

performance of the Work.

Tenderer shall provide evidence of valid Technical Partnerships/Alliances with local

and/or foreign companies/subcontractors to be used to perform designated parts of
the Work.

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 HEOSL-OML30-00-0000-CNT-T-000194

TENDER FORM H – DETAILS OF PRINCIPAL ITEMS OF EQUIPMENT

Tenderer shall provide details of resources i.e. onshore facilities, bases,

offices etc. to support the Work (owned and/or hired).

Tenderer shall particularly show details of branch offices, local and

international medical insurance, retained hospitals, immigration returns, plan
on workers training etc.

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 HEOSL-OML30-00-0000-CNT-T-000194

TENDER FORM I - KEY PROJECT PERSONNEL

Tenderer shall list below, all key project personnel as identified on the project
organisation chart and attaches pro forma resumes in the form detailed below.
Resumes for nominated Senior Personnel down to all key discipline positions
shall be provided. At the discretion of Company, key personnel may be listed
in the Contract and will not be removed from the Work without prior written
approval. All Tenderer’s personnel shall be fluent in the English language; this
requirement is also stated in the Pro Forma Contract.

Pro forma Professional Resume

Name:

Position:

Date of Birth:

Education and Qualifications:

Languages:

Synopsis of Professional Experience:

Project Types:

Chronological description of the Professional experience relating to the Work:

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 HEOSL-OML30-00-0000-CNT-T-000194
TENDER FORM J – INSURANCE

Tenderer shall provide copies of valid insurance certificates for all insurances
required by the Contract and confirmation that such insurances shall remain in
full effect for the duration of the Contract. Tenderer shall provide evidence of
payment of workers’ Life Insurance Policy Premium for 2019 as required by
National Pension Commission and Workmen Compensation Insurance cover
as required under the Employees Compensation Act.

Tenderer shall particularly show evidence of Third-Party Liability Insurance

with a guarantee minimum of US$2,000,000.

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 HEOSL-OML30-00-0000-CNT-T-000194

TENDER FORM K – HSSE

Tenderer shall detail below or attach details of its programme to address the
following:

1. General descriptions of its intended health, safety, security and environmental

protection programme and measures to be taken to ensure compliance with
the programme requirements by both itself and its subcontractors.

2. As a minimum Tenderer shall provide information concerning the following:

a) Tenderer’s HSSE Organisation.

b) Duties and responsibilities of Contract HSSE Officer(s).
c) Tenderer’s draft Contract HSSE Plan.
d) Copies of Tenderer’s current HSSE Policies, Programs and Procedures.
e) Evidence of hospital retainership Agreement in respect of Tenderer’s
current personnel.
f) Tenderer’s last three (3) years HSSE statistics (complete Table below).

Year: Year: Year:

Indicators 2017 2018 2019

Total Man Hours Worked

Number of Fatal Injuries (FI)

Total Lost Time Injury cases (LTI)

Total Lost work Days

Total Medical Treatment Cases (MTC)

Total Restricted Workday Cases (RWDC)

Lost Time Injury Frequency (LTIF) *

Total Recordable Injury Frequency (TRIF)**

Number of fire incidents and other emergencies

*LTIF = FI + LTI X 1,000,000

Total Man hours worked

**TRIF = FI + LTI + MTC X 1,000,000

Total Man Hours Worked

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 HEOSL-OML30-00-0000-CNT-T-000194

TENDER FORM L - QUALITY MANAGEMENT

Tenderer shall submit its draft Quality Plan for the Contract.

The draft Quality Plan shall set out the specific inspection and testing to be carried
out, and the practices, recourses and sequence of activities thereto. It shall also
describe how the Tenderer shall interpret, implement, execute and maintain the
quality requirements for the Work.

The Quality Plan must be specific to the Work.

Evidence of approved Management Policy and severance conditions shall be shown.

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 HEOSL-OML30-00-0000-CNT-T-000194
TENDER FORM M - SUBCONTRACTORS

Tenderer shall list below, all suppliers and subcontractors that it intends to use
to assist in its performance of the Work. The portions of the Work to be
subcontracted and the names of subcontractors and suppliers may be taken
from this document and listed to form part of the Contract.

Tenderer shall particularly show evidence of valid Technical

Partnership/Alliance with local and/or foreign companies/subcontractors to be
used to perform designated parts of the Work or evidence of presence in other
major countries.

1 Tenderer shall provide and explain its subcontract plan including philosophy
and management organisation and how it will be employed in the execution of
the Work.

2 Tenderer shall list, stating the name and addresses, of any and all proposed
subcontractors it intends to employ to execute and complete any major (10%
or more) part(s) of the Work. The scope of Work to be performed by these
proposed subcontractors shall be clearly identified.

3 Tenderer shall submit a brief report on the financial status and technical
capabilities of each of the proposed subcontractors and their past
experiences in executing works of a similar nature.

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 HEOSL-OML30-00-0000-CNT-T-000194

TENDER FORM N – EXPERIENCE AND COMMITMENTS

Tenderer shall list below or attach, as appropriate, a listing of its similar work
which Tenderer has completed over the past three (3) years as well as future
commitments and work for which Tenderer is currently bidding. The list shall
identify the name of the client, the location of the work, the contract scope, the
date of execution and approximate value of the work. For current/future
commitments, the approximate percentage of completion or scheduled award
date, as appropriate, should also be included. Tenderer shall detail its
percentage resources employed in the current and anticipated commitments
and those available for this Work.

Tenderer shall show evidence of provision of services for accommodation and

logistics.

Tenderer shall clearly state if it has more than eight (8) years experience in
performing similar work in Nigeria.

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 HEOSL-OML30-00-0000-CNT-T-000194

TENDER FORM O – LIENS AND CLAIMS

Tenderer shall list below a complete list of liens and claims either held by
Tenderer or held by a third party against Tenderer’s assets.

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 HEOSL-OML30-00-0000-CNT-T-000194

TENDER FORM P – NIGERIAN CONTENT PLAN

In line with the Nigerian Oil and Gas Industry Content Development Act, 2010
(“hereinafter referred to as ‘The Act”), Tenderer shall prepare and submit a
detailed Nigerian Content Plan in line with the guidelines provided hereunder:

Ref No. Description

Q1 Provide detailed description of all work activities that could be
envisaged using Nigerian resources as well as names and addresses
of potential companies to be employed in this regard.
Q2 Provide a brief outline of the nature of the work and what items of
goods, services, materials or consumables you envisage would be
procured in Nigeria.
Q3 Submit the manpower plan and manning histogram showing the
organogram, the nationality of each personnel and man-hour
distributions using detailed breakdown of human resources and time
allocation for the technical staff in the organization during the
deployment period in Nigeria. For construction or services, show the
estimated Nigerians to be employed in man-hours. The plan to be
submitted shall be consistent and comply with the Nigerian Content
set target in Schedule A of the Act.
Q4 Provide details on past experiences/present commitment to training
and development of Nigerians. Provide a list of Nigerian Engineers
(supported with CV’s) and other related disciplines, who could be
employed in respect of the Work. For projects, show the employment
opportunities for each phase of project development and training
activities.
Q5 Provide a detailed training plan that you intend to implement based on
the requirement of the Act and in line with such other directives that
may be applicable in response to the Federal Government’s initiative
on capacity building for the oil & gas industry.
Q6 Provide details of your corporate ownership structure in percentages
showing clearly the percentage of Nigerian Shareholders.
Q7 If applicable, provide details on how you intend to ensure that a
minimum of 50% of the equipment to be deployed for execution of this
work shall be owned by the Nigerian subsidiary, if work is to be
performed jointly with any Multinational Company.
Q8 If applicable, give the name(s) & address of Subcontractor(s); the
applicable distribution of the scope of work, estimated value of each
sub-contract with details on how the Subcontractors intend to comply
with the Act.
Q9 Describe any specific programmes you have in place to transfer
technology and skills to indigenous businesses and people for the
duration of the contract.
Q10 If applicable, outline a revolving plan for oil and gas related research
and development initiatives to be undertaken in Nigeria.
Q11 Describe where your project management team and procurement

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 HEOSL-OML30-00-0000-CNT-T-000194
centre will be located in Nigeria along with an organisation chart to
substantiate these details.
Q12 If applicable, confirm that certification of your welding procedures and
welders will be conducted in Nigeria with details on who the certifying
authorities will be.
Q13 If applicable, confirm, with examples, your ability on how to harmonise
international codes and standards in the industry to support utilisation
of locally manufactured products.
Q14 State any further innovative proposals that you feel will boost Nigerian
Content in respect of this work
Q15 Provide evidence of Nigerian Content Equipment Certificate (NCEC).
Q16 Provide evidence of registration with NCDMB NOGIV JQS portal.
Q17 In addition to the above, provide detailed description on how you
intend to comply with the Act with respect to the following Code
Descriptions (Q17.1 – Q17.17) in relation to the target Nigerian
Content levels
Q17.1 If applicable, Feed and Detailed Engineering and other Engineering
Services.
Q17.2 If applicable, Fabrication and Construction Services.
Q17.3 Materials and Procurement.
Q17.4 If applicable, Well and Drilling Services/Petroleum Technology.
Q17.5 If applicable, Research & Development Services.
Q17.6 If applicable, Exploration, Subsurface, Petroleum Engineering and
Seismic.
Q17.7 If applicable, Transportation/Supply/Disposal Services.
Q17.8 Health, Safety and Environment.
Q17.9 If applicable, Information Systems and/or Information Technology and
Communication Services.
Q17.10 If applicable, Marine, Operations and Logistics Services.
Q17.11 If applicable, Finance and Insurance Services.
Q17.12 In applicable, Installation, Hook-up and Commissioning Services.
Q17.13 If applicable, Inspection, Testing & Certification Services.
Q17.14 If applicable, Project Management and Consulting Services.
Q17.15 If applicable, Surveying/Positioning Services.
Q17.16 If applicable, Modification and Maintenance Services.
Q17.17 If applicable, Freight Forwarding and Shipping Services.

Page 33 of 74
 TENDER FORM Q – STATEMENT OF COMPLIANCE WITH NIGERIAN CONTENT
DIRECTIVES

Tenderer shall submit a Letter of Compliance confirming its strict adherence to the
Nigerian Oil and Gas Industry Content Development Act. In this regard, each Tenderer
is required to replicate the below text on its Company’s letter headed paper with all
spaces completed as appropriate. This Statement of Compliance shall be signed by
an authorised representative of the Tenderer with the name and position of the
authorised representative clearly printed below the signature:

Heritage Energy Operational Services Limited (HEOSL)

Heritage Place,
21 Lugard Avenue, Ikoyi,
Lagos, Nigeria

For the attention of: The Contracts and Procurement Advisor

Dear Sirs,

TENDER NO: [HEOSL-OML30-00-0000-CNT-T-000194]

TENDER TITLE: [PROVISION OF CONSULTANCY SERVICE]

We have received Tender Form ‘P’ listed in the Index to the Invitation to Tender without
damage and in usable condition and confirm our strict compliance with the Federal
Government’s Nigerian Oil and Gas Industry Content Development Act and all subsequent
directives arising therefrom.

We also confirm that we are committed to the task of implementing in full, our Nigerian
Content Plan as shall be reviewed and endorsed by the Nigerian Content Development
Management Board (NCDMB).

OR *

We cannot comply with the Federal Government’s Nigerian Content Act and therefore do not
wish to tender and return the whole Invitation to Tender package with this letter.
(* please delete as required)
Yours faithfully,

For and on behalf of:

(Name of Tendering
Company)

(Name of Authorised Person

& Title)

Page 34 of 74
 HERITAGE ENERGY OPERATIONAL SERVICES LIMITED (HEOSL)

FORM OF COMMERCIAL TENDER AND COMMERCIAL TENDER FORMS

TENDER NO: [HEOSL-OML30-00-0000-CNT-T-000194]

TENDER TITLE: [PROVISION OF CONSULTANCY SERVICE]

Page 35 of 74
 TENDER FORM R - FORM OF COMMERCIAL TENDER

This Form of Commercial Tender shall be copied unchanged on the Tenderer’s

company headed paper with all spaces completed as appropriate. The Form of
Commercial Tender shall be signed by an authorised representative of Tenderer with
the name and position of the authorised representative clearly printed below the
signature.

Heritage Energy Operational Services Limited (HEOSL)

Heritage Place,
21 Lugard Avenue,
Ikoyi,
Lagos,
Nigeria

For the attention of: The Contracts and Procurement Advisor

Dear Sirs,

TENDER NO: [HEOSL-OML30-00-0000-CNT-T-000194]

TENDER TITLE: [PROVISION OF CONSULTANCY SERVICE]

Having examined the Invitation to Tender dated [Date], and in accordance with the
Instructions to Tenderers therein, the undersigned hereby proposes to Heritage Energy
Operational Services Limited (HEOSL) (hereinafter referred to as “COMPANY”) to furnish all
management, resources, material, equipment, and related services to perform the WORK, in
conformity with the provisions of the Tender Document and any addenda thereto, and at the
rates and prices as set forth in the Schedule of Prices attached hereto as Commercial
Tender Form S.

The undersigned agrees that this Tender constitutes a firm offer to COMPANY which
cannot be withdrawn for two hundred and seventy (270) calendar days from and after
the due date for submission of the Commercial Tender or until a contract for the Work
is fully executed by COMPANY and the selected Tenderer, whichever is earlier.

The undersigned certifies that it has examined and is fully familiar with all the provisions of
the Tender Document and any addenda thereto; that it has carefully checked all of the words
and figures shown in its Schedule of Prices; that it has carefully reviewed the accuracy of all
statements in this Tender and attachments hereto; and that it has by careful examination of
the Tender Document and any addenda thereto and by examination of the actual site
conditions as necessary, satisfied itself as to the nature and location of all Work, the general
and local conditions to be encountered in the performance of the Work, the requirements of
the CONTRACT and all other matters which can in any way affect the Work or the cost
thereof. The undersigned hereby

agrees that COMPANY or any authorised representatives of COMPANY shall not be

responsible for any errors or omissions and the associated cost on the part of the
undersigned in preparing this Tender.

If awarded a CONTRACT, the undersigned agrees to execute the CONTRACT and deliver it
to COMPANY’s authorised representative within fourteen (14) calendar days after award of

Page 36 of 74
the CONTRACT together with the Parent Company Guarantee (if applicable) and
Certificates of Insurance. Work shall not commence until the required Certificates of
Insurance are submitted. Notwithstanding the above, the undersigned accepts that failure to
so sign the formal CONTRACT shall give COMPANY, at its option and without other
remedies available to COMPANY in Law, the right to annul the award, without notice, until
such time as the undersigned signs the CONTRACT. The undersigned understands that
COMPANY is not bound to accept any tender that it receives. The tender information
required by the Instructions to Tenderers, as attached hereto, is by this reference
incorporated herein and made a part of this Commercial Tender.

The undersigned also acknowledges receipt, understanding and full consideration of the
following addenda to the Tender Document.

Tender Addenda:

Number/date
Number/date
Number/date
Number/date
Number/date
Number/date

For Tenderer:
(Official Stamp)
Signature:
Name:
Position:
Date:

Page 37 of 74
 TENDER FORM S - SCHEDULE OF PRICES

Tenderer shall complete the attached Schedule of Prices including all requested rates
and prices.

Notes:

1. All Rates and Prices are inclusive of all taxes (including Withholding Tax) but exclusive
of Value Added Tax (VAT). However, VAT, at the applicable rate, shall be added as a
separate line item to the total Rates and Prices.

2. In the event that Tenderer requires payment for Work performed in dual currency in lieu
of 100% Naira payment, the Currency split shall be a maximum - 60 % US Dollars and
40% Naira, in accordance with the current NNPC Directives. The required payments in
US Dollars must be fully justified by Tenderer.

3. Nigerian Content Value:

If applicable, Tenderer must separate the costs of the in-country resources from the
foreign component costs to facilitate computation of the Nigerian Content Value.

4. All Rates and Prices are fully inclusive of all necessary personnel, equipment, materials
and consumables to perform the Work.

5. Reimbursable Sums

Tenderer will be reimbursed for his documented and justifiable cost relating to Freedom
to Operate (FTO) to commence services at OML 30.

Sums shall be invoiced at the completion of the whole service.

Page 38 of 74
 PART B

PROFORMA CONTRACT

Page 39 of 74
 INDEX

Preamble

Article 1 Contractor’s Services

Article 2 Term

Article 3 Payment and Taxes

Article 4 Termination

Article 5 Performance of Work

Article 6 Confidentiality

Article 7 Insurance and Indemnities

Article 8 Assignment and Subcontracting

Article 9 Notices

Article 10 Governing Law

Article 11 Headings

Article 12 Dispute Resolution

Article 13 Compliance with Nigerian Law

Article 14 Entire Agreement

Article 15 Patents and Other Proprietary Rights

Exhibit “A” Scope of Work

Exhibit “B” Remuneration

Exhibit “C” Proforma Call-off Order

Exhibit “D” Proforma Confidentiality / Conflict of Interest Declaration

Schedule “1” Non- Conformance Report (NCR)

Page 40 of 74
 AGREEMENT FOR GENERAL CONSULTANCY SERVICES

THIS AGREEMENT is made and entered into between:

HERITAGE ENERGY OPERATIONAL SERVICES LIMITED, a company registered under

the Laws of the Federal Republic of Nigeria with registered office at 21 Lugard Avenue,
Ikoyi, Lagos, Nigeria (hereinafter referred to as the "Company" and where the context so
admits shall include its successors in title and assigns) of the one part; and

[ ] , a company registered under the Laws of the Federal Republic

of Nigeria with registered office at …………………………………………. (hereinafter referred
to as the "Contractor" and where the context so admits shall include its successors in title
and assigns) of the other part.

WHEREAS,

(i) Company desires that consultancy work as more particularly described in the
CONTRACT documents (hereinafter referred to as the “Services”) should be
carried out on its behalf;

(ii) Contractor is in the business of providing specialised consultancy services to oil

and gas companies and represents that it possesses the requisite knowledge and
specialised skill to perform the Services diligently in accordance with current
standards and practices of the industry and subject to the provisions of the
Contract and associated documents;

(iii) Company and Contractor wish to enter into an agreement on a non-exclusive,

call-off basis for the performance by Contractor of Consultancy services for as
and when required during the term hereof.

NOW THEREFORE BOTH PARTIES AGREE AS FOLLOWS:

Article 1 – Contractor’s Services

a) Contractor shall provide the Services described in Exhibit “A” hereto and made a part
hereof. Such Services shall be required by Company by the issuance of a Call-off Order.
b) The Services to be provided hereunder by Contractor shall be provided as an
independent contractor and such Services shall be rendered under the control of
Company as to the results to be accomplished but not as to the means of such
accomplishment. Contractor is not an agent or employee of Company for any purpose.
Contractor will not participate in any Company employee fringe benefit programme,
including, without limitation, any hospitalisation, pension, retirement, profit sharing or
thrift plan.
c) Contractor shall perform the Services at locations agreed with Company and in a manner
satisfactory to Company, using techniques agreed upon between Company and
Contractor, with due diligence and in a safe and professional manner in accordance with
the best oil and gas industry practices.
d) Contractor shall provide Company with Consultant staff who are suitably qualified in the
class of work required by Company for the performance of the Services (hereinafter
referred to as the “Consultants”).
e) Company shall have the absolute right to interview all Consultants proposed by
Contractor and Company shall, at its absolute discretion, accept or reject any of them for
the Services to be performed under this Agreement.

Page 41 of 74
f) Contractor shall perform the Services with due diligence and so that the Services are free from
any faults, defects or imperfections.

g) If defects are discovered in the Services, Contractor shall ensure the re-performance of
the Services and take all such actions as are reasonably required by Company to rectify
the defective Services, at no additional cost and risk to Company.

Article 2 – Term
This Agreement shall be effective from the [ ] day of [ ], 20[ ] and shall continue for a
period of [ ] with Company having an option to extend the term for further
period(s),subject to mutual agreement on the compensation to be paid for any Services
performed during the extension period(s).

Article 3 – Payment and Taxes

3.1 Payment
(a) Company shall, during the term of this Agreement, and in
consideration of Contractor’s proper performance of the Services hereunder,
compensate Contractor in accordance with the rates and prices as stated in Exhibit
“B” hereto and made a part of this Agreement.
Payment of amounts due under this Agreement shall be made by Company to
Contractor forty-five (45) days after stamped receipt of Contractor invoices
accompanied by the daily time sheets for the relevant month, duly signed by the
personnel supervising Contractor’s Services. Each invoice shall show separately the
individual amounts under each of the headings in Exhibit “B” - Remuneration and
shall quote the Company Agreement Reference Number, Title, Contractor’s Tax
Identification Number (TIN), if applicable and such other details as may be specified
in the CONTRACT.
b) Company shall make such payment by bank transfer to the bank account designated
by Contractor as provided under Exhibit “B”.
c) If Company disputes any items on any invoice in whole or in part or if the invoice is
prepared or submitted incorrectly in any respect, Company shall not be required to
make partial payment against said invoice in dispute. Accordingly, Company shall
notify Contractor of the reasons in writing. If Contractor requires payment for any
undisputed portion of an invoice then Contractor shall be required to issue a credit
note against the full amount of the invoice and submit a separate invoice for the
undisputed portion only. Thereafter, the parties shall expeditiously and in good faith
negotiate a settlement of the disputed portion.
3.2 Taxes
a) Withholding Tax and Nigerian Content Development Fee
The Rates and Prices stated in Exhibit “B” hereto shall be inclusive of Withholding
Tax and Nigerian Content Development Fee. Company shall deduct Withholding Tax
(WHT) and Nigerian Content Development Fee (NCDF) from invoices at the time of
payment to the extent that the Government or other authorities in Nigeria require
such deductions. Company shall remit the same to the Nigerian Government and
provide official tax receipts to acknowledge such remittance as soon as they are
received from the relevant authorities. The Parties however recognize that Contractor
may execute some of the Services under this Agreement outside Nigeria. Where in
such circumstances, Contractor claims to be entitled to be exempted from any
statutory deductions, Contractor shall provide an exemption certificate or
confirmation letter to Company. Thereafter Company shall cease to deduct WHT
from those Contractor’s invoices that cover any Services performed by Contractor
outside Nigeria.

Page 42 of 74
b) Value Added Tax

The Rates and Prices stated in Exhibit “B” hereto shall be exclusive of Value Added
Tax (VAT), sales or similar tax, which may be levied on such payment by the Federal
Board of Inland Revenue of Nigeria. When applicable, Contractor shall add VAT at
the prevailing rate to its invoices to Company.
Company shall pay VAT directly to the Federal Board of Inland Revenue (FBIR), if
applicable.
Where VAT is chargeable it shall be identified as a separate line item on the invoice.

c) The Contractor shall be responsible for:

(i) the payment of all taxes, duties, levies, charges and contributions (and any
interest or penalties thereon) for which Contractor is liable as imposed by any
appropriate government authority whether of the Federal Republic of Nigeria
or elsewhere, whether or not they are calculated by reference to the wages,
salaries, benefits or expenses and other remuneration paid directly or
indirectly to persons engaged or employed by Contractor; and
(ii) the payment of all taxes, duties, levies, charges and contributions (and any
interest or penalties thereon) including but not limited to income, profits,
corporation taxes and taxes on capital gains, turnover and value added taxes
for which Contractor or Consultants are liable, whether arising in the Republic
of Nigeria, its territorial waters, its continental shelf or elsewhere, arising from
this Agreement; and

(iii) compliance with all statutory obligations to make deductions and remit the
required amounts to any appropriate government authority whether of the
Federal Republic of Nigeria or elsewhere, including, but not limited to income
tax, PAYE, national insurance, employee taxes, charges, social security
costs, levies and contributions whether or not they are measured by the
wages, salaries or other remuneration or benefits paid to persons employed
by Contractor, or persons providing services in connection with the
Agreement to Contractor, and the imposition of a similar obligation upon any
Sub-Contractor or any other person employed by them or providing services
to them in connection with the Agreement; and
(iv) ensuring that any Sub-Contractor or any other person employed by them or
providing services on or in connection with the Agreement shall comply with
this Clause.

d) Contractor shall supply to Company all such information, in connection with activities
under the Agreement, as is necessary to enable Company to comply with the lawful
demands for such information by any appropriate government authority whether of
the Federal Republic of Nigeria or elsewhere.
f) Contractor shall save, indemnify, defend and hold Company harmless against all
levies, charges, contributions and taxes of the type referred to in this Clause and any
interest or penalty thereon which may be assessed, by any appropriate government
authority whether of the Republic of Nigeria or elsewhere, on costs incurred in
connection therewith.

Page 43 of 74
g) If Company receives a notice requiring it to pay any levies, charges, contributions or
taxes of the types referred to in this Clause and/or any interest or penalty thereon
whether with respect to Contractor, any Sub-Contractor or any other person
employed by them or providing any services to them on or in connection with the
Agreement, Company shall forthwith notify Contractor who shall work with Company
to make all reasonable endeavours to make any valid appeal against such payment.
In the event that the COMPANY is ultimately required to make such payment,
Company may recover from Contractor any such sums and all reasonable costs
incurred in connection therewith and Contractor shall within fourteen (14) calendar
days of receiving written notice from Company pay to Company any such sum or
Company shall be entitled to deduct such sums from any monies due, or which may,
become due, to Contractor.
3.3 Expenses
In the event that Contractor incurs travel or other directly related expenses in providing
Services to the Company, Company shall reimburse Contractor in the full amount thereof, to
the extent that the said expenses appear to be reasonable, and provided Company has
approved such expenses in advance. Any expenses or costs incurred shall be charged to
Company at actual net documented cost without mark-up and backed up with appropriate
receipts.

Article 4 – Termination
This Agreement may be terminated for any reason by Company upon the giving of fourteen
(14) days written notice to Contractor. Contractor will however continue to perform any
incomplete portion of the Services if so requested by Company and the terms of this
Agreement will then continue to apply for that purpose only. In such an event, Contractor will
be reimbursed for Services satisfactorily performed up to and including the date of
termination.
Without limitation, Company may, by written notice, terminate this Agreement in whole or in
part if Contractor or any of its Consultants are in breach of any of the terms of this
Agreement which, in the case of a breach capable of remedy, is not remedied by the
Contractor at its own cost and risk within seven (7) days of receipt by the Contractor of a
notice from Company specifying the breach and requiring its remedy.
Except where Contractor is in breach or to the extent that Company has a claim against
Contractor, payments, if any, becoming due to Contractor, pursuant to Article 3 hereof after
termination, shall be made to Contractor when due.

It is specifically agreed that in the event of termination of the Contract by Company for any
reason whatever, Contractor shall not be entitled to claim for any reduction of anticipated
income and/or profit.

Article 5 – Performance of work

While providing the Services, Contractor, its Consultants, officers, employees, agents and
servants shall:
a) act and perform with diligence, dedication, a high degree of commitment, and
the highest ethical standards. The maintenance of the highest reputation for integrity
is essential and is not in any circumstances to be sacrificed for the sake of results.
b) refrain from any business relationship with any other company on activities
that may conflict with Company’s business. Company will determine when and
whether the outside business interests of Contractor constitute a conflict of interest
with the activities of Company.
c) observe in all respects Company’s regulations with respect to safety of
persons and property, as may be determined by Company or its duly authorised
representative from time to time.
Page 44 of 74
If Company is not satisfied with the performance of any of Contractor’s Consultants, for any
reason, Contractor shall, if required by Company, cease to engage such Consultant in the
performance of the Services and promptly provide a substitute(s) at no additional cost and
risk to Company.

Article 6 - Confidentiality
All knowledge and information that Contractor may acquire with respect to the Company’s
business shall be kept secret and confidential by Contractor, its employees and Consultants
unless Company shall declare in writing that such knowledge and information have come
into the public domain. All written information in hard-copy as well as electronic form,
drawings, documents and material prepared by Contractor in the course of Services
hereunder are and shall remain the exclusive property of Company and shall be returned to
Company by Contractor upon termination of this Agreement or at any time upon written
request by Company to do so.
Contractor shall ensure that Contractor’s Consultants execute a Confidentiality Agreement,
in accordance with the pro-forma attached hereto as Exhibit “D”.

Contractor shall ensure that Contractor’s Consultants shall not, at any time during, or after
the term of this Agreement, publish without prior written authorisation from Company, or
divulge or use for itself or others, any trade secret or confidential technical or business
information or material of Company, or of any other party to whom Company owes an
obligation of confidence.

Article 7 – Insurances and Indemnities

a) Without limitation of its obligations and responsibilities, Contractor shall maintain in full
force, at its own cost and effect for the duration of this Agreement the following insurance
policies:-
Employers Liability Insurance and/or Workmen’s Compensation Insurance (where the
jurisdiction requires the same) with a minimum value as may be required by statute or
similar legislation, covering injury to or death of the Consultants engaged in the
performance of the Services.
General Third Party Liability Insurance for any incident or series of incidents covering
the Services to be performed by Contractor, to a minimum value of U.S. Dollars
2,000,000.
Third Party and Passenger Liability Insurance and other motor insurance as required by
applicable jurisdiction.
Group Personal Accident Insurance.
Such Insurance shall be endorsed to provide that the underwriters include Company as
a co-insured and that they waive their rights of recourse including subrogation rights
against Company. Approval by Company of any insurer or terms of insurance proposed
shall not relieve Contractor of any obligation or liability under or arising from the
Agreement or generally at law.
b) Contractor shall save, indemnify, defend and hold harmless Company against any and
all claims, demands, liabilities, judgements or obligations, including, attorney fees arising
out of or in any way relating to :-
(i) Death of or injury to Contractor’s Consultants, officers, employees, agents and
servants;
(ii) Loss of or damage to Contractor’s property or the property of its Consultants,
officers, employees, agents and servants;
in connection with the performance of the Services, regardless of any cause.

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c) Company shall save, indemnify, defend and hold harmless Contractor against any and
all claims, demands, liabilities, judgements or obligations, including, attorney fees arising
out of or in any way relating to :-
(i) Death of or injury to Company’s officers, employees and servants;
(ii) Loss of or damage to Company’s property or the property of its officers, employees
and servants;
in connection with the performance of the Services, regardless of any cause.
The indemnities given hereunder shall apply in connection with the performance or non-
performance of this Agreement, irrespective of any negligence and or breach of duty
(statutory or otherwise) of the person to be indemnified.
Neither party shall be liable to the other for incidental or consequential loss or damage,
whether or not foreseeable at the date hereof. Consequential loss or damage shall
include but not be limited to: loss of profit, loss of use, loss of contract, loss of
production, loss of revenue, business interruption or increased cost of working.

Article 8 – Assignment and Subcontracting

This Agreement is personal to the Contractor and non-transferable to any third party.
Contractor shall not subcontract any part of the Services to a third party and shall not assign
this Agreement or any part thereof without Company’s prior written consent. Contractor's
right to sub-contract shall not in any way relieve Contractor from any obligations of the
Contract.

Company is entitled to assign the Contract or any part of it or any benefit or interest in or
under it to any Affiliate of Company.

Article 9 – Notices
All notices under this Agreement shall be in writing and deemed to be properly served if
signed by a duly authorised representative of the Party giving the notice, delivered
personally or by registered or certified mail to the other Party, receipt acknowledged by a
responsible officer or representative, and delivered to the addresses set forth below:

To Company:
21 Lugard Avenue,
Ikoyi,
Lagos, Nigeria
Attention:
Telephone:
E-Mail:

To Contractor:
[ ]
Attention:
Telephone:
E-mail:

Article 10 – Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the
Federal Republic of Nigeria and the parties hereby submit to the jurisdiction of the Courts of
Nigeria.

Article 11 – Headings
The headings used in this Agreement are for convenience only and have no application in
interpretation of the Agreement.
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Article 12 – Dispute Resolution
Any dispute arising out of the Agreement that cannot be resolved amicably shall be referred
to and finally resolved by arbitration pursuant to the Arbitration and Conciliation Act, CAP
A18 of the Laws of the Federation of Nigeria 2004.

The place of arbitration shall be Lagos, Nigeria. There shall be a panel of three arbitrators
for the resolution of the dispute, one to be appointed by each party and the two so
nominated shall in turn choose a third arbitrator. If either party fails to appoint an arbitrator
within fourteen days of the date on which the other party has sent a notice requiring the
appointment to be made, then that party’s arbitrator shall be appointed at the request of the
other party by the Chief Judge of the Federal High Court within twenty one days of the
request of the other party. If the two arbitrators fail to appoint a third arbitrator within fourteen
days of the date of appointment of the two arbitrators, then the third arbitrator shall at the
request of either party be appointed by the Chief Judge of the Federal High Court within
twenty one days of the request to the Chief Judge. If any of the arbitrators (“original
arbitrator”) should die, withdraw, become incapable of serving or refuse to serve, a
successor arbitrator shall be selected and appointed in the same manner as the original
arbitrator. The arbitrators shall not be affiliated nor have any past or present business
dealings with either Company or Contractor or their respective affiliates and shall be
knowledgeable in the subject matter of arbitration. The arbitrator shall determine the matters
in the dispute and the English language shall be used throughout the arbitration
proceedings. The parties agree that the award of the arbitrators shall be final and binding
upon the parties without right of appeal and it shall be enforceable by any court having
jurisdiction over the person or assets of the party against whom the award is made, without
the merits of the disputes being re-opened.

Article 13 – Compliance with Nigerian Laws

Contractor shall comply with all applicable laws, rules and regulations of any governmental
or regulatory body having jurisdiction over the service to be performed.
The Contractor shall obtain all licences, permits, temporary permits and authorisations
required by the applicable laws, rules and regulations for the performance of the Services,
save to the extent that the same can only be legally obtained by Company.
Should changes in any applicable laws, rules and regulations made after the
commencement of the Agreement, result in increases in the cost to the Contractor, the
Contractor shall only be entitled to an adjustment in the Contract Price to the extent
described in Exhibit B, or where, at its sole discretion, Company may consider such to be
appropriate.

Article 14 – Force Majeure

If fulfilment of any of the terms of this Contract (other than the obligation to make payment of
money) shall be delayed, hindered or prevented by Force Majeure which shall include, but
not limited to, acts of God, action of the elements, war, strike or labour disputes, acts of the
public enemy, rules and regulations of Governmental Authorities having jurisdiction, acts of
terrorism, maritime or aviation disasters or any other cause beyond the reasonable control of
either party, the parties shall consult together with a view to determining mutually acceptable
measures to overcome the difficulties arising there from. In the event of a delay or
prevention continuing for a period of thirty (30) consecutive days by reason of a Force
Majeure condition, then both Company and Contractor shall have the right forthwith to
terminate this Contract by giving notice in writing.

Article 15 – Patents and Other Proprietary Rights

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(a) Company shall have the right of use for the purposes of the CONCTRACT, whether
directly or indirectly, of any patent, copyright, proprietary right, confidential know how,
trademark or process provided by the other party.

(b) Contractor shall indemnify Company against all claims, liabilities, damages, losses,
costs, and expenses, which arise out of or result from Company's purchase, use or
resale of goods or work supplied against the CONTRACT concerning infringement or
alleged infringement of any patent registered design, trade mark, service mark,
copyright or similar protection.

Article 16 – Entire Agreement

This Agreement constitutes the entire agreement between Company and Contractor with
respect to furnishing by Contractor of the Services and it cannot be amended, supplemented
or terminated except by an instrument in writing signed by Contractor and a duly authorised
official of Company.

The duly authorised representatives of the Parties have executed the Agreement in duplicate
upon the dates written below:

HERITAGE ENERGY OPERATIONAL SERVICES NAME OF CONTRACTOR

LIMITED

Signature: Signature:

Name: Name:

Title: Title:

Date: Date:

Page 48 of 74
 EXHIBIT “A”

SCOPE OF WORK

1. GENERAL

Contractor shall provide Company with high calibre personnel on a call-off basis to
perform the Services. This is a non-exclusive Agreement, and Company does not
guarantee any minimum call-offs against this Agreement.

Contractor shall utilise appropriate screening and matching methods to ensure that only
suitably qualified candidates are forwarded to Company. Contractor shall ensure that
candidates hold valid statutory certificates if appropriate. Contractor shall provide, if
requested by Company, accurate and detailed curriculum vitae in a timely fashion to suit
the Consultant requirements indicated by Company.

1.1 Non-conformance Report (NCR):

In the event of delay or non-performance due to lack of or incomplete equipment supply,

equipment failure and/or personnel incompetence in respect of all or any part of the
WORK required under this Contract, Contractor shall be issued an NCR for its action
and reversion within 7days. Where the Contractor does not revert within the specified
time frame, Company shall withhold all outstanding invoices payable to Contractor for
the relevant call-off until required NCR(s) has been duly filled and returned to Company.
A template of Company's standard NCR is attached herein under Schedule 1 to this
Exhibit A.

2. SPECIFIC SCOPE OF WORK

Contractor shall provide as a minimum the following:

I. Managing and coordinating the efficient and safe daily operation of the
production plants;
II. Developing and implementing schedules and procedures for safety
inspections;
III. Preventive maintenance programs; and
IV. Implementation of plant-wide operations hazard awareness programs.

a) Identification and supply of competent Manpower in line with Company requirements,

utilizing appropriate screening and matching methods to ensure that only suitably
qualified personnel are recommended to Company in a timely fashion.
b) Provision of mobilization, demobilization and in-country ground logistics
c) Ensuring that personnel hold valid statutory certificates e.g NSE, COREN, if
applicable.
d) Provision of suitable accommodation (optional) and medical arrangements based on
staff assignments/status.
e) Ensuring that contract staff conform in all matters with all enactments and regulations
of the Nigerian Government and be familiar with and conform to all rules, procedures
and policies of Company.
f) Ensuring prompt payment of contract staff salaries as per their contractual terms and
conditions.

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 g) Provision of General Welfare Management to Company, e.g. security, maintaining
next of kin data, medical check ups, statutory training/certification, etc.

3. OTHER SERVICES

3.1 Contractor shall ensure that all personnel supplied to the Company;

I. carry out their job responsibilities to the required level of standards.

II. work in accordance with industry practice or/and regulations established by the relevant
laws governing employment in Nigeria
III. have undergone a pre-employment examination in a reputable hospital and are certified
fit to work.
IV. have satisfactory background and security checks are done on each of its personnel
and report submitted to the Company

3.2 Contractor shall deduct all statutory payments (PAYE, Pension, Workmen’s
Compensation), as required by relevant laws, from its personnel and remit to the
appropriate authorities. Evidence on payment shall be provided to Company on a quarterly
basis.

3.3 Where applicable, as requested by the Company Contractor shall be responsible for
housing, transportation and security of its personnel supplied to the Company.

3.4 Contractor shall ensure its personnel have comprehensive medical insurance coverage
including annual medical check-up and medical evacuation where required.

3.5 Contractor shall ensure it has an BOSIET and/or Company certified competency
assurance management system in place to demonstrate the currency of its personnel’s
skills, especially for contractor personnel supplied to the Company’s field and other technical
operations.

3.6 The Contractor shall ensure all technical personnel supplied to the Company’s field
location pass the Minimum Industry Safety Training (or equivalent Safety Standard
Assessment) approved by the Company within first three months of being assigned to the
Company. This shall be a condition precedent to their continued assignment to the
Company.

3.7 Contractor shall be responsible for the provision of Personal Protective Equipment to its
personnel to be assigned to Company field locations before the Consultant /Personnel is
assigned or deployed to the field.

3.8 The Company shall have the right to audit the Contractor’s activities from time to time as
it relates pay administration, benefits provision, statutory remittances, learning and
development and any other activities relating to this Contract.

4. PERSONNEL PROVISION

4.1 Normal Working Hours and Work Location

Normal working hours of Contract personnel shall be Monday through Friday 0800 – 1700
hours for office based personnel, and twelve (12) hours per shift according to operations,
seven days per week for field based personnel. From time to time, Contract personnel may
be required to work in excess of the above hours of work, including weekends and/or public
holidays, at the discretion of Company supervisor(s) of the Contractor personnel.

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Rotation and travel days, where applicable, shall be specified within Company’s fully
authorised call-off order

5. CALL OFF PROCEDURE

5.1 Company shall contact Contractor, as and when required, requesting details of potential
candidates for Company nominated positions. Details of relevant job descriptions shall
be supplied by Company at this time. Company shall then inform Contractor of its
requirement to forward CVs of potential candidates for each potential call-off position,
and the proposed day rate for each candidate.

Notwithstanding the above, Company reserves the right to forward CVs to Contractor for
Contractor to supply the related candidates as Contractor Personnel, all in accordance
with this CONTRACT.

5.2 Company shall provide Contractor with a special Call-off Order on each occasion that
Contractor supplies the successful candidate for the required Company position. The
Call-off Order reference number is to be quoted on all related correspondence and
invoices, along with the Contract number. The Call-off Order must be fully authorised by
Company prior to Contractor mobilising Contractor Personnel. Exhibit “C” hereto
provides an example of the Company’s pro-forma Call-off Order document. The Call-off
Order will only be valid if authorised through signature by the Manager, Human
Resources.

6. HEALTH, SAFETY AND ENVIRONMENT AND BUSINESS CONDUCT AND ETHICS

Contractor shall ensure that it and its Consultants familiarise themselves with and adhere
to all Company requirements for Health, Safety and Environment and Business Conduct
and Ethics.

Page 51 of 74
 SCHEDULE 1

NON CONFORMANCE REPORT (NCR)

Page 52 of 74
 CONTRACT NO: CONTRACT TITLE:

CONTRACTOR REPRESENTATIVE: COMPANY REPRESENTATIVE:

DESCRIPTION OF NON-CONFORMANCE
SPONSOR

REQUIREMENT/RECOMMENDATION

Impact: Name of Complainant:

Action Agreed: Signature Date

REMEDIAL ACTION TAKEN

CORRECTIVE/PREVENTIVE ACTION TO BE TAKEN

CONTRACTOR

HAS THE NECESSARY CORRECTIVE/PREVENTIVE ACTION Y N

BEEN TAKEN?
HAS THE CAUSE OF THE PROBLEM BEEN REMOVED? Y N
HAS DOCUMENTATION BEEN REVISED WHERE NECESSARY? Y N
NAME OF CONTRACTOR’S REPRESENTATIVE SIGNATURE DATE
CLOSE OUT

NAME OF COMPANY REPRESENTATIVE SIGNATURE DATE

NON-CONFORMANCE REPORT

Page 53 of 74
 EXHIBIT “B”

REMUNERATION

In full consideration of services performed by Contractor, Company shall pay Contractor at

the rates set out in this Exhibit “B”:

1.0 CONTRACT CURRENCY

To be specified within the fully authorised call-off issued to Contractor. Currency

payment shall, however, be limited to United States Dollars (USD) or Nigerian Naira
(or a mixture thereof).

2.0 INVOICES

2.1 All invoices must quote the Agreement Number, and make particular reference to
separate call-offs. Invoices shall be sent to:

HERITAGE ENERGY OPERATIONAL SERVICES LIMITED,

21 Lugard Avenue, Ikoyi,
Lagos, Nigeria

Marked "For the attention of the Head, Business Transactions".

Invoices shall be accompanied by such documentation as Company may require in

order to verify the correctness of invoice(s), e.g. timesheets etc.

3.0 PAYMENT TERMS

Invoicing and Manner of Payment are detailed within Article 3.1 of the General Terms
and Conditions hereto.

4.0 BANK DETAILS

Contractor’s payments shall be made to the account detailed below:

(To be inserted)

5.0 SCHEDULE OF RATES

Contractor shall be reimbursed as follows for the provision of the services performed
by the Consultant(s), as detailed in Exhibit “A” hereto:

(To be inserted)

6.0 Cancellation

In the event of a cancellation booking by Company prior to the assignment

commencing, Company undertakes to notify Contractor as soon as practicable. In
such an event, Contractor will not charge Company for the cancellation of relevant
Contractor Personnel assignment.

In the event of unsuitable Contractor Personnel being assigned to Company, no

charge will be made to Company, provided notification is given to Contractor within
twenty four (24) hours of Contractor’s Personnel reporting for duty at the nominated
Company location. It is hereby understood that Company will dispense with the
services of such unsuitable Contractor Personnel immediately.

Page 54 of 74
 EXHIBIT “C”

PROFORMA SERVICE CALL-OFF ORDER

This Call-off Order is issued to Contractor in accordance with the Terms and Conditions of
the Contract referenced below.

1. Contract Number:

2. Call Off Order Number:

3. Contractor:

4. Contractor Personnel Details:

Full Name:

Position:

Take Home Salary Rate:

Specify per calendar month/per week/per day
Specify Payments in NAIRA

Work Location:

Work Rotation:

Start date:

Duration of this Call-off:

Accommodation to be supplied and paid by Company: (specify YES/NO)

Food provided (specify YES/NO)

5. Any other relevant details:

Authorised by:

__________________________________________________

Company Representative

Page 55 of 74
 EXHIBIT “D”

PROFORMA CONFIDENTIALITY/CONFLICT OF INTEREST DECLARATION

CONFIDENTIALITY/CONFLICT OF INTEREST DECLARATION

I, _________________________________________
HEREBY DECLARE and UNDERTAKE as follows: -

1. I shall not, during my assignment to Heritage Energy Operational Services Limited

(hereinafter referred to as "Company") divulge or utilise, except so far as may be
necessary for the exercise of my duties with Company any Confidential Information and I
shall, both during and after my assignment to Company take all reasonable precautions
to keep all such information secret;

2. I shall not, except so far as may be necessary for the exercise of my duties remove any
original or copy of any communication, document or other materials (including samples
or specimens) of whatever nature from the possession of Company. If, on the expiry or
prior termination of my assignment to Company, I am in possession of any original or
copy of any communication, document or other material (including samples or
specimens) of whatever nature obtained from Company or containing any Confidential
Information I shall immediately return the same to the Company Representative;

3. I understand and agree that, for the purposes of this Declaration, the expression
"Confidential Information" shall mean information (technical, scientific, commercial or
otherwise) which is:-

a. generated by me in the course of my duties with Company and/or

b. becoming known to me as a consequence of my assignment with Company or

under any previous contract/assignment with Company to the extent that such
information was not already in the public domain at the time of generation or of
becoming known;

4. I understand and agree that if and when I am granted access to a Company computer
system or systems, data, software and associated computer outputs I am responsible for
maintaining the confidentiality of the information contained therein and for complying
with software copyright laws and licensing agreements, and, without limitation, I
acknowledge that:-

Page 56 of 74
 a. Unauthorised copying or use of software is prohibited;

b. Because of the potential for computer viruses the use of any software not
developed internally or acquired from an approved software vendor or approved
professional organisation is prohibited, unless individually checked and approved
by Company's Information Systems Department;

c. Computer hardware and software should be used only for the purposes of
Company business activities;

d. Computer output of any kind constitutes Confidential Information;

5. I shall not at any time during my assignment to Company under this Contract,

a. be a party to any negotiations, discussions or communications of whatever

nature with another company which is about to be, or is, contracting with
Company where I (or any member of my family) have/has any interest or
business connection of whatever nature in or with that company,

b. perform any service for Company in connection with the same subject matter as
relates to that company and if, at any time during my assignment to Company it
becomes apparent to me that I would be expected by Company to:

i. negotiate, discuss and communicate with such a company in which I (or any
member of my family) have/has such an interest or business connection, or

ii. perform any service for Company in connection with the same subject matter
as relates to that company I undertake to declare immediately in writing to
Company's General Manager, Legal, the existence of such an interest or
business connection;

6. I understand the full meaning of this Declaration and, in particular, that if I am in breach
of any of my undertakings hereunder, such breach may result in summary termination by
Company of the agreement with my employers in respect of my assignment to
Company.

IN WITNESS WHEREOF I have set my hand this ___day of __________, Two Thousand and
Seven.

SIGNATURE: ______________________________

WITNESS: ______________________________

Page 57 of 74
 SECTION V

HEOSL HSSE REQUIREMENTS

Page 58 of 74
 HEALTH, SAFETY, ENVIRONMENT AND QUALITY MANAGEMENT

GENERAL ENVIRONMENTAL, HEALTH, SAFETY AND SOCIAL (EHSS) OBJECTIVES

1. The COMPANY regards EHSS management as an integral part of its business processes.
EHSS management is given equal priority to all other business considerations

1.1 The COMPANY sets targets for EHSS performance to drive continuous
improvement.

1.2 The COMPANY is committed to ensuring that everything reasonably practicable

is done in managing its activities to maintain healthy and safe working conditions
that protect its employees, contractors and local communities, minimise the risk
of personal injuries and avoid any adverse impact on the environment.

1.3 The COMPANY is committed to maintaining open communication and

involvement with all its employees, contractors and local communities in
establishing safe and environmentally responsible working practices.

1.4 To ensure that these objectives continue to be met, the COMPANY has
implemented and maintains an EHSS Management System which sets out the
COMPANY's approach in identifying and managing environmental, health,
safety and social risks.

2. ENVIRONMENTAL, HEALTH, SAFETY AND SOCIAL MANAGEMENT SYSTEM

2.1 If requested the CONTRACTOR shall provide the COMPANY with a copy of its
EHSS policy together with any revisions or amendments issued during the term
of the CONTRACT. The CONTRACTOR shall also have established
arrangements for monitoring this policy.

2.2 The CONTRACTOR must have a documented EHSS management system in

place which demonstrates commitment to continuous improvement and
excellence in EHS issues.

2.3 The CONTRACTOR's EHSS management system shall be effective in

implementing the aims and objectives of CONTRACTOR’s EHSS policy and
shall include provisions for auditing the effectiveness of the CONTRACTOR's
EHSS management system as applied to the WORK.

2.4 The CONTRACTOR shall review its EHSS management system at least annually
and update it as necessary.

2.5 Without prejudice to the foregoing generalities, the CONTRACTOR's EHSS

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 management system shall require an assessment of all identifiable EHSS risks
associated with the WORK to be submitted to the COMPANY and shall indicate
the proposed method of controlling those risks to an acceptable level.

2.6 Certain activities pose a higher risk to the safety of personnel, property and the
environment. Higher risk activities will accordingly demand a higher level of EHSS
management from the CONTRACTOR GROUP. Where the use of
SUBCONTRACTOR involves the importation of higher risk activity, the
CONTRACTOR shall ensure and demonstrate the appropriate level of EHSS
management.

2.7 Where the WORK is being provided at more than one WORKSITE, the
CONTRACTOR may be required to provide different levels of EHSS
management at each WORKSITE.

3. COMPATIBILITY OF EHSS AND HSE MANAGEMENT SYSTEMS

3.1 The CONTRACTOR's EHSS management system shall, where relevant interfaces
exist, be compatible with the COMPANY's EHSS management system. The
CONTRACTOR shall liaise with the COMPANY to ensure that the roles and
responsibilities in the systems are clearly defined and allocated and are clearly
understood by all parties involved in the WORK.

1.2 Within the framework of its EHSS management system, the CONTRACTOR shall

perform the WORK to EHSS performance standards which are compatible with
those in the COMPANY's EHSS Management System.

3.3 Where COMPANY and CONTRACTOR agree it is appropriate, the interfaces

between the CONTRACTOR and the COMPANY shall be documented in the form
of an EHSS Management System (EHSSMS) Interface Document which shall be
deemed to be part of the CONTRACT. The EHSSMS Interface Document shall
incorporate any specific requirements relevant to the WORK.

3.4 The CONTRACTOR shall ensure that similar standards apply to the EHSS

management systems used by all SUBCONTRACTORS.

4 COMPLIANCE
3.1 The CONTRACTOR shall, as a minimum, observe and comply with all relevant

and Current statutory requirements, approved codes of practice and industry

guidance on EHSS matters.

3.2 The CONTRACTOR shall take all necessary steps to ensure that all
CONTRACTOR personnel comply with all relevant EHSS legislation and guidance
and that they are:

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 4.2.1 fully conversant with the working conditions at the WORKSITE, the
hazards
and
risks associated with the WORK and the roles and standards relating to the
environment including the handling of waste and hazardous materials;

4.2.2 fully aware that they are expected to bring to the immediate notice of their
Supervisor all environmental, health and safety risks which they believe
not to be under adequate control, so that action may be taken to prevent
potential injuries or other losses and provide a safe and healthy workplace;

4.2.3 familiar with all other safety and working instructions applicable at the
WORKSITE, including the COMPANY’s permit to work system; and

4.2.4 available at all times for periodic drills, instructions on survival, lifesaving
and firefighting as requested and conducted by the COMPANY and shall,
(where appropriate) prior to or on the day of arrival at the WORKSITE,
attend an EHSS induction course conducted by the COMPANY.

4.3 The CONTRACTOR shall observe and comply with all relevant and current
COMPANY standards and expectations on EHSS matter to the extent they are
not in conflict with CONTRACTOR’s own management system which shall prevail
in the event of any discrepancy or ambiguity.

4.4 If, in the opinion of the COMPANY, the CONTRACTOR is working in a manner
which contravenes any requirement of these EHSS provisions, the COMPANY
shall serve notice on the CONTRACTOR to this effect and the CONTRACTOR
shall immediately take action to rectify the situation.

4. COMPETENCE ASSURANCE
4.1 The CONTRACTOR shall have a formal system of Competence Assurance in
place for CONTRACTOR personnel, the scope of which will cover as a minimum:

4.1.1 all trade/discipline skills engaged in the provision of the WORK;

4.1.2 understanding of safe working practices including, without limitation,
communications, permit to work systems and risk assessment including
risk to the environment;

4.1.3 a means of confirming that the system is effective and verification that all
CONTRACTOR personnel are covered and have been assessed for
competence.

5.3 The CONTRACTOR's formal process for the selection of its SUBCONTRACTORS
will include assessment of the SUBCONTRACTORS’ own Competence

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 Assurance system.

5.3.1 Personnel provided by the CONTRACTOR shall be qualified, skilled,

Experienced and competent in their respective disciplines to a
recognised industry standard, where available. The COMPANY has
the right to instruct CONTRACTOR personnel to undertake
independent testing/examination which, if personnel pass, shall be at
the COMPANY's cost. If personnel provided by the CONTRACTOR
GROUP fail such test/examination, the CONTRACTOR shall remove
them from the WORKSITE and provide suitable replacements at no
additional cost to the COMPANY. CONTRACTOR shall be liable for
the cost of the test in this instance

5. REPORTING

6.1 If requested by COMPANY the CONTRACTOR shall, as a minimum,

submit a formal monthly report to the COMPANY, which summarises its
EHSS performance in the preceding reporting period. This report shall
detail, without limitation, the following:
6.1.1 performance against agreed/planned EHSS targets;
6.1.2 all recordable injuries (i.e. lost time, restricted work and medical treatment
as defined by COMPANY procedure);
6.1.3 all other accidents, spills or other unplanned discharges which either result
in, or have potential for, significant injury/damage/loss or are reportable to
a statutory authority;
6.1.4 all near miss incidents which have potential for injury/damage/loss;
6.1.5 the issue or proposed issue of an Improvement or Prohibition Notice,
notice
of intended prosecution or other legal process;
6.1.6 any other event reportable to a statutory authority;
6.1.7 a summary of monitoring activity, reviews, inspections and audits;
6.1.8 a summary of the status of any remedial actions;
6.1.9 total working hours for all CONTRACTOR personnel on the WORK;
6.1.10 any additional environmental data that may be required by Section IV -
Scope of Work.

1.2 In the event of an incident or an accident involving any personal injury or disease
to CONTRACTOR’S personnel or loss or damage to CONTRACTOR’S
equipment or property, as a consequence of the provision of any personal injury
or disease to CONTRACTOR’S personnel or loss or damage any service or
action in connection with the WORK, the CONTRACTOR shall be responsible for
providing a notification of the event to the COMPANY within 24 hours and a
detailed investigation into the immediate and remote causes of the event within 7
days. The investigation shall include but not be limited to health and medical
reports of affected personnel, any related previous health and medical reports,
compliance to procedures and checklists, certification of personnel and
equipment, records and log s sheets, pictures (before, during and after), remedial
actions taken to avoid, mitigate, and remediate and any other relevant information
as required by the COMPANY.

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7. MEDICALS, TRAINING AND PROTECTIVE CLOTHING

7.1 The CONTRACTOR shall ensure that all CONTRACTOR GROUP personnel
sent to a WORKSITE have, within the previous twelve (12) months, passed a
thorough medical check-up to confirm the health status and physical fitness for
the type of work onshore, to recognized oilfield standards.

7.2 The CONTRACTOR shall, if requested by COMPANY, produce medical records

for the COMPANY's inspection.

7.3 The CONTRACTOR shall formally advise the COMPANY in writing of any known
medical disability, condition, illness or injury suffered in the previous twelve (12)
months of any personnel provided by the CONTRACTOR on the WORK which
may adversely affect their own health and safety, or the health and safety of
others in performance of the CONTRACT

8. TRAINING

8.1 The CONTRACTOR shall ensure that all CONTRACTOR GROUP Personnel
performing services hereunder shall have attended all survival, safety and
operational (including without limitation with respect to well control) training
courses
required by Applicable Law in the Area of Operations and as is generally
consistent
with international petroleum industry practice and/or as otherwise reasonably
required by the COMPANY.

8.2 The CONTRACTOR shall, if requested by COMPANY, produce records,

certificates of completion or training attendance for the COMPANY's inspection.

9. PROTECTIVE CLOTHING

9.1 Unless otherwise agreed, the CONTRACTOR shall, at its own expense, provide

its personnel with all necessary protective clothing and equipment suitable for the
working conditions.

10. WORKING CONDITIONS

1.1 The CONTRACTOR shall ensure that it keeps all places of work as clean and

tidy as is reasonably practicable under the circumstances, to minimise the risk of

causing injury to persons, impact on the environment or damage to property.

1.2 On completion of the WORK or sooner termination of the Contract , the

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 CONTRACTOR shall, without delay, clear away and remove from the
WORKSITE all surplus materials and equipment and leave all areas in a clean
and tidy condition to the satisfaction of the COMPANY.

2. PORTABLE AND TRANSPORTABLE EQUIPMENT

2.1 The CONTRACTOR shall observe and comply with the CONTRACTOR’s
procedures with regard to the selection, deployment, operation and maintenance
of equipment onshore. For the purposes of this clause –Environment, Health,
Safety and Security, equipment shall mean all portable or transportable plant,
tools, offices, workshops etc. provided by the CONTRACTOR GROUP.

2.2 The CONTRACTOR is responsible for ensuring that all equipment is operated in
accordance with safe working practices. Location of equipment at the onshore
WORKSITE shall be agreed in advance with the COMPANY REPRESENTATIVE.

3. EHSS PLAN

12.1 If requested by the COMPANY, the CONTRACTOR shall prepare a plan for the
management of all aspects of the WORK, (referred to as the "EHSS Plan"). The
EHSS Plan shall be submitted to the COMPANY for review and endorsement in a
timeframe as agreed with the COMPANY.

4. EHSS PERFORMANCE STANDARDS

13.1 All CONTRACTOR personnel shall comply with all current and relevant
COMPANY EHSS Practices as they relate to the WORK.

13.2 Without prejudice to the requirement to adhere to its own management system,
the CONTRACTOR shall, refer to the COMPANY'S standards and procedures as
a guide in the management of technical integrity as relevant to the WORK.

14. ENVIRONMENTAL SAEFGUARDS

14.1 In the performance of the CONTRACT, the CONTRACTOR shall at all times:
a. comply with the worksite environmental management system as it affects
their operations;
b. Observe and comply with all laws and regulations concerning the
production, carrying, keeping, treating and/or disposal waste;
c. act to minimise the quantity of wastes;
d. observe and comply with all laws and regulations concerning the use and
discharge of chemicals;
e. observe and comply with all laws and regulations concerning atmospheric

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 emissions; and
f. observe and comply with all laws and regulations concerning discharges to
the marine environment.
15. SUBSTANCE ABUSE POLICY

15.1 THE COMPANY is committed to providing a safe and healthy and working
environment for all its employees, visitors and third parties impacted by its
operations. This includes an environment free from the hazards caused by the
abuse of substances including alcohol. This equally applies in all aspects of
onshore staff of the COMPANY and its CONTRACTORS and all WORKSITES.

16. RIGHT TO AUDIT

16.1 COMPANY reserves the right to carryout audits at CONTRACTORS and

subcontractors’ premises or worksites to monitor compliance with COMPANY’s
EHSS Management System. CONTRACTOR shall fully cooperate and facilitate
these audits at the request of COMPANY.

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 SECTION VI

NIGERIAN CONTENT REQUIREMENTS

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NIGERIAN CONTENT REQUIREMENTS

1. INTRODUCTION

1.1 The objective of this section is to highlight the contractual requirements imposed by the
Nigerian Oil & Gas Industry Content Development (NOGICD) ACT 2010 on both
COMPANY and CONTRACTOR and ensure they are adhered to throughout the
implementation of the CONTRACT.

2. CONTRACTOR`S NIGERIAN CONTENT PLAN

2.1. CONTRACTOR shall submit a duly signed Nigerian Content Plan to demonstrate that
first consideration has been given to Nigerian human and material resources. This plan
is attached herein as Appendix 1 to this Section.

2.2 CONTRACTOR`s Nigerian Content Plan shall contain staff training details, Research
and Development on Engineering, Project Management and Procurement (including
software to be used, number of personnel, name of organization providing such training
and evidence of past training record) for Nigerian personnel including description of any
specific programs in place for transfer of technology and skills to indigenous business
and Nigerians.

2.3 CONTRACTOR shall, if applicable, provide evidence of a duly approved Expatriate

quota application issued by the Nigerian Content Development and Monitoring Board.

2.4 CONTRACTOR shall provide when required, detailed description of location of in-
country facilities (equipment, storage, repairs, maintenance and testing facilities).

2.5 CONTRACTOR shall provide detailed description of the role, work scope, man-hours
and responsibilities of all Nigerian companies and personnel involved in executing the
WORK.

2.6 CONTRACTOR shall be contractually bound to insure all insurable risk related to this
CONTRACT with an insurance company, through an insurance broker registered in
Nigeria. Insurance risk shall not be placed onshore without the prior written approval of
the National Insurance Commission.

2.7 CONTRACTOR shall ensure all professional employees engaged in provision of

engineering or other professional services are registered with the relevant professional
bodies in Nigeria.

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 2.8 CONTRACTOR shall ensure that all EQUIPMENT deployed for this WORK have the
requisite Nigerian Content Equipment Certificate (NCEC) issued by the Nigerian
Content Development and Monitoring Board.

2.9 CONTRACTOR shall ensure that first consideration is given to the Nigerian Sub-
Contractors which demonstrate ownership of Equipment, Nigerian Personnel and
capability to execute projects.

2.10 CONTRACTOR shall ensure that it deducts 1% NC Fund from all its Sub-Contractors in
respect of WORK to be performed under this CONTRACT for onward remittance.
to the account of Nigerian Content Development and Monitoring Board as required by
the Act.

3. NIGERIAN CONTENT PERFORMANCE REPORT

3.1 CONTRACTOR shall demonstrate full compliance with the Nigerian Oil & Gas Industry
Content Development (NOGICD) Act, 2010 by submitting the following reports
(attached as Appendix 2 to this Section) to the Nigerian Content Department of
COMPANY.

3.1.1 Monthly Man-hours report (Local and Foreign).

3.1.2 Monthly materials usage report.
3.1.3 Monthly training man-hours report.
3.1.4 Monthly Nigerian Content spend report (Local and Foreign).
3.1.5 Monthly Materials Procurement report (Local and Foreign).
3.1.6 Company Project Organization Chart.
3.1.7 List and details of Subcontractors.
3.1.8 Expatriate Quota application approval (if applicable).
3.1.9 Materials Procured (if applicable).
3.1.10 Equity Ownership Percentage (if applicable).
3.1.11 Employment Performance Report (if applicable).

It is mandatory that CONTRACTOR submit applicable reports to COMPANY on a

monthly basis, as failure to do so, may lead to delay in the payment of submitted
invoices.

4. NIGERIAN CONTENT TARGETS MONITORING AND ENFORCEMENT

During the execution of WORK under this CONTRACT, COMPANY shall embark on
routine monitoring exercises to confirm the level of CONTRACTOR’S compliance in
respect of its Nigerian Content plan.

The scope of monitoring shall include but not be limited to the following:

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 a) Verification of Corporate documents (DPR Certificate, Form CAC2, CAC7, Tax
clearance, Contract Document and Memorandum of Agreement (MoA) with
Partners if any).

b) Verification of Personnel and Positions in the organization (Local and Foreign).

c) Verification of actual monthly man–hours expected during the course of service

(Local and Foreign).

d) Verification of total amount spend on Labour (Local and Foreign).

e) Verification of Training Plan execution and total man-hours on training.

f) Verification of source of materials purchased.

g) Verification of Sub-contractors’ details and level of Nigerian Content compliance.

h) Verification of material usage recorded in tonnages (Local and Foreign).

i) Verification of Nigerian Content spend on Equipment.

j) Verification of Financial Institutions utilized (Local and Foreign).

k) Verification of Insurance Institutions utilized (Local and Foreign).

l) Verification of Legal Institutions utilized (Local and Foreign).

m) Verification of equipment covered by Nigerian Content Equipment Certificates

n) Verification of compliance with the Nigerian Content level set out in the Schedule to the
Nigerian Oil & Gas Industry Content Development (NOGICD) Act 2010 in respect of all
other goods and services not specifically mentioned above.

CONTRACTOR shall without limitation grant full access to COMPANY`s Nigerian

Content team / Nigerian Content Development Monitoring Board`s representatives into
its books /accounts/ records/ payroll summary/payments and receipts with a view to
ascertaining level of compliance as it relates to Nigerian Content requirements.

5. COMMUNICATION ON NIGERIAN CONTENT MATTERS

All communication / notices that are required to be given under this CONTRACT in
respect of Nigerian Content matters shall be in writing. Any such notice may be
delivered personally or by any first class pre-paid letter, facsimile transmission, or
electronic mail, to the Representatives of the respective parties at the following
addresses:

To COMPANY:

Legal Department
Heritage Energy Operational Services Limited (HEOSL),

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Heritage Place,
21 Lugard Avenue,
Ikoyi, Lagos

To CONTRACTOR:

CONTRACTOR Name and contact details to be Inserted

SECTION VII

COMMUNITY RELATIONS REQUIREMENTS

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 COMMUNITY RELATIONS REQUIREMENTS

1.0 INTRODUCTION

The objective of this section is to highlight the Community Relations responsibilities of

CONTRACTOR aimed at establishing good working relationship, understanding and co-
operation between CONTRACTOR and host communities and ensure adherence
throughout the implementation of the CONTRACT.

2.0 CONTRACTOR`S COMMUNITY RELATIONS MANAGEMENT PLAN & POLICY

CONTRACTOR shall submit a duly signed Community Relations Management Plan and
Policy which will foster cordial relations between CONTRACTOR and host communities
and facilitate smooth operations.

3.0 EMPLOYMENT OF COMMUNITY PERSONS

In accordance with NOGID Act 2010 Section 28 (1 & 2), CONTRACTOR shall employ
host community persons for all unskilled work required for operation in all COMPANY’s
assets covered by this CONTRACT. Under this CONTRACT, host community
employment statistics shall be minimum of 10% Semi-Skilled and 2% of Skilled workers
where available/applicable. The remuneration for the community workers including their
daily/monthly wages and disengagement compensations will be agreed by
CONTRACTOR and appropriate community group as will be advised by COMPANY’s
Community Relations Department. The community workers must be provided with
Personal Protective Equipment (PPE) by CONTRACTOR, and the terms and conditions
of their employment must be clearly stated in letters of engagement to be signed by
each worker.

The categories of community worker employment are as follows:

 Skilled Labour/work force means employment or Job of specialised skills

acquired from formal education or training institutions. Minimum of 2% of this
category must be reserved for the community.

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  Semi-Skilled Labour means employment or job that requires minimal technical
skills/training and these includes welders-mate fitter-mate, carpenters etc.
Minimum of 10% of this category must be reserved for the community.

 Unskilled Labour means employment or job that does not require formal
education or specialised skills and these include security, labour, cleaners,
diggers, drivers etc. 100% of this category of jobs must be reserved for the
community

CONTRACTOR shall be reimbursed for his documented and justifiable cost relating to
Freedom to Operate (FTO) for completion of this service/work.

 Sums shall be invoiced at the completion of the whole service/work and reimbursed
without mark-up. FTO sum shall not be included in the total contract price.

CONTRACTOR shall not be reimbursed for the following FTO cost:

 Cost for engaging skilled and unskilled workers from the community where
service/work is to be performed.
 Cost for truck and crane entries and public relations at the gate of the community where
service/work is to be performed

4.0 TRAINING/ORIENTATION PLAN OF COMMUNITY PERSONS

CONTRACTOR shall provide detailed training plan for host community persons working
in their employ in line with NOGICD Act 2010 section 29 (a) sub sections (i). An
orientation plan prior to commencement of work include description of the job, work
scope, man-hours etc. and these should be clearly stated in the offer letters to each of
the workers.

5.0 UNDERTAKING COMMUNITY SOCIAL RESPONSIBLITIES (CSR)

5.1 It is expected that CONTRACTOR will deliver CSR obligations within the host
communities they work. Such CSR programs/projects could be done in vital areas like
healthcare, education, empowerment, infrastructure etc in order to support efforts of
COMPANY towards self-reliance and sustainable development of the host community.
Project(s) to be delivered will be agreed between CONTRACTOR and the host
community, under the facilitation of COMPANY’s Community Relations Department.
CONTRACTOR is free to sign-post its emblem/Logo on the project and claim full
recognition for the project.

5.2 COMPANY will bear no cost associated with CONTRACTOR’s own community relations
obligations as requested by COMPANY in the CRMP, except if COMPANY gives
specific written requests to CONTRACTOR to employ additional community personnel or
award contracts/local projects or pay monies to any community people in addition to
CONTRACTOR’S own Community Relations Programme outside those agreed in CRMP
as highlighted herein.

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6.0 SUBCONTRACTING OF REQUIRED SERVICES TO COMPETENT CONTRACTORS
FROM THE HOST COMMUNITY

CONTRACTORS must consider engaging competent sub-contractors from within the

host community for supply of required items and services for their operations. These
supply/services will include but not limited to supply of food items, drinking water and
soft drinks, supply of vehicles/workers, buses, office stationeries, fuel/lubricants, cement,
cables, paint, provisions, bush clearing, grubbing/stripping, concrete works, security
surveillance, sand/chippings, woods, water borehole drilling, waste and sewage
evacuation etc, where these are required, enquiries should be made through
COMPANY’s Community Relations Department for identification of capable host
community contractors who can provide the services/supply. CONTRACTOR reserves
the right to determine the competence of any nominations from within the host
community.

7.0 COMMUNITY RELATIONS GRIEVANCE HANDLING PROCEDURE

During the execution of WORK under this CONTRACT, CONTRACTOR shall provide
description of the process to address community related grievances/issues and ensure
its application in an efficient and effective manner and to prevent re-occurrence of the
issues. CONTRACTOR’s approach to handling grievances/issues must align with
COMPANY’s Community Relations Grievance Handling Procedure. When in doubt
regarding issues concerning the community or their community workers, CONTRACTOR
shall contact the Community Relations Department for guidance in line with
COMPANY’s Community Relations Grievance Handling Procedure.

8.0 COMMUNITY RELATIONS REPORTING REQUIREMENT

CONTRACTOR is expected to provide the following documents to COMPANY’s the

Community Relations Department for monitoring compliance.

1. Monthly report of Community Relations activities being undertaken during

execution of the contract.
2. Register of all Community Relations issues and actions taken with dates.
3. Monthly report on community issues.
4. Quarterly Listing of host community workers employed with their positions,
training attended and where they come from.
5. Quarterly Listing of host community Contractors/Suppliers engaged, and their
respective types of work.

9.0 COMMUNICATION ON COMMUNITY RELATIONS MATTERS

All communication / notices that are required to be given under this CONTRACT in
respect of Community Relations matters shall be in writing. Any such notice may be
delivered personally or by any first-class pre-paid letter, facsimile transmission, or
electronic mail, to the Representatives of the respective parties at the following
addresses:

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To COMPANY:
Community Relations Division
Heritage Energy, Heritage Place, 21 Lugard Avenue, Ikoyi, Lagos.
Name:
Title: Manager, Government & Community Relations.
E-mail:
Phone Number:

To CONTRACTOR:

CONTRACTOR Name and contact details to be Inserted.

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