MARAFIQ–SAUR Document ID No:

MaSa-1-PM-PF-52
OPERATION & MAINTENANCE COMPANY
Classified as MARAFIQ Confidential Page 1 of 7
ATTACHMENT B Rev. No.: 0
Special Conditions – EPC Contract
Date of issue: 05 Apr 2020

KINGDOM OF SAUDI ARABIA

MARAFIQ SAUR OPERATION &
MAINTENANCE COMPANY (MaSa)

ATTACHMENT “B”
SPECIAL CONDITIONS – EPC CONTRACT

Contract PO No. ………

Project Title…………

PROPRIETARY NOTICE IMPORTANT

THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO MASA. ANY DISCLOSURE OR USE IS
EXPRESSLY PROHIBITED EXCEPT UPON WRITTEN PERMISSION BY MASA. Only document with stamps are considered official.
 MARAFIQ–SAUR Document ID No:
MaSa-1-PM-PF-52
OPERATION & MAINTENANCE COMPANY
Classified as MARAFIQ Confidential Page 2 of 7
ATTACHMENT B Rev. No.: 0
Special Conditions – EPC Contract
Date of issue: 05 Apr 2020

Table of Contents

1. CONTRACT SCHEDULE ..................................................................................................... 3

2. COMMENCEMENT AND COMPLETION ............................................................................. 3

3. CONTRACTOR’S OBLIGATIONS ........................................................................................ 5

4. CONTRACTOR’S PERSONNEL ........................................................................................... 6

5. THE CONTRACTOR’S LIABILITY FOR WORK ....................................................................... 6

6. PERFORMANCE SECURITY BOND ..................................................................................... 7

PROPRIETARY NOTICE IMPORTANT

THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO MASA. ANY DISCLOSURE OR USE IS
EXPRESSLY PROHIBITED EXCEPT UPON WRITTEN PERMISSION BY MASA. Only document with stamps are considered official.
 MARAFIQ–SAUR Document ID No:
MaSa-1-PM-PF-52
OPERATION & MAINTENANCE COMPANY
Classified as MARAFIQ Confidential Page 3 of 7
ATTACHMENT B Rev. No.: 0
Special Conditions – EPC Contract
Date of issue: 05 Apr 2020

1. CONTRACT SCHEDULE
Contractor shall submit to MASA for approval a detailed contract schedule showing activities
and sequence of operations needed for the orderly performance and completion of every
separable part of the work in order to meet the dates for the major contract events. The
detailed contract schedule shall be in the format (i.e., bar chart or CPM) established for the
preliminary contract schedule, unless otherwise designated by MASA upon the
commencement of this contract. The detailed contract schedule shall be completed in all
respect covering all activities relating to the work both onsite and offsite. Such schedule shall
show in detail the intended sequence, timing, rates of progress and the interrelation of all
element of the work. Contractor’s submission shall also include a manpower forecast by
discipline and craft and a detailed narrative description of Contractor’s plan for performing the
work.
Contractor’s submission, as modified and approved by MASA, shall become the contract
Schedule and Contractor shall thereafter execute the work in accordance therewith.
Contractor will be permitted reasonable variation in the sequence of activities shown on the
contract schedule, provided that (1) such variation does not jeopardize timely completion of
the work, or portions of the work having separate completion dates, (2) no interference to the
operation of others performing work for the Project is caused thereby, and (3) such variation
shall be subject to prior approval of MASA. Contractor shall at all times notify MASA of any such
proposed variation and of its day schedule of operations. No change, other than the variations
described above, shall be made to the contract schedule except as authorized by a change
order in accordance with the terms of the General condition hereof entitled “CHANGE AND
EXTRA WORK”.
The failure of Contractor to comply with such instructions of MASA be grounds for
determination by MASA that Contractor is not executing the work with such diligence as will
assure performance within the times specified. Upon such determination, MASA may
terminate Contractor’s right to processed with performance of the work, or any separable part
thereof, in accordance with the applicable provisions of this contract, in addition to whatever
rights MASA may have.

2. COMMENCEMENT AND COMPLETION

Contractor shall commence performance of the work on the date specified in the Notice to
Proceed (NTP) and shall complete the work in all aspect within Period of Performance as stated
in Article (4) of Contract Form (Arabic/English).
For Outline Agreement (if applicable), the period of performance of each release purchase
order shall be independent of the Commencement and completion period of the Outline
Agreement as specified in SC2.1 and SC2.2.
PROPRIETARY NOTICE IMPORTANT
THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO MASA. ANY DISCLOSURE OR USE IS
EXPRESSLY PROHIBITED EXCEPT UPON WRITTEN PERMISSION BY MASA. Only document with stamps are considered official.
 MARAFIQ–SAUR Document ID No:
MaSa-1-PM-PF-52
OPERATION & MAINTENANCE COMPANY
Classified as MARAFIQ Confidential Page 4 of 7
ATTACHMENT B Rev. No.: 0
Special Conditions – EPC Contract
Date of issue: 05 Apr 2020

2.1 Issuance of Release Purchase Order

MASA and Contractor, with respect to each Release Purchase Order issued under the
Outline Agreement, shall visit the work site to determine the amount of the work required
and agree on the estimated quantities based on the items and prices under the Table of
Prices. The agreed estimated quantities shall be the basis of the Release Purchase Order
issued by MASA to Contractor. After completion of the work under a Release Purchase
Order, MASA and the Contractor shall verify the actual work done and this shall be the
basis of payment to Contractor for the relevant Release Purchase Order.

Should the estimated amount under the relevant Release Purchase Order being less than
the actual cost incurred by the Contractor, MASA shall pay the estimated amount. The
difference of the estimated and the actual cost shall be paid to Contractor on top of the
estimated amount after MASA full satisfaction of the actual cost incurred by the
Contractor being higher than the estimated price, and only to the extent satisfied and
agreed by MASA after verification of the work done and such other records and
documents as deemed appropriate by MASA. The Contractor shall render all assistance
and provide all details and documents as may be required by MASA.

In the event that the estimated amount is higher than the actual cost of the work, only
the actual cost to the extent verified and agreed by MASA shall be paid to Contractor by
MASA.
The verification and/or reconciliation of the estimated and the actual cost shall not
constitute a Change Order.

2.2 Period of Issuance of Release Purchase Order:

The Outline Agreement shall be for a period specified hereunder and MASA shall be at
liberty to issue Release Purchase Order starting from the effective date of the Outline
Agreement pursuant to the Notice to Proceed letter to Contractor up to the expiry date
of this Outline Agreement. Each Release Purchase Order shall be assigned independent
commencement and completion period as a period of performance. The period of
performance of each of the Release Purchase Order shall be the basis of MASA and
Contractor to issue the Certificate of Initial Acceptance of each of the Release Purchase
Order and enforce & invoke available remedies. For the avoidance of doubt, the period
of performance of a Release Purchase Order which issued during the validity of the
Outline Agreement may extend beyond the Outline Agreement validity period specified
hereunder.

PROPRIETARY NOTICE IMPORTANT

THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO MASA. ANY DISCLOSURE OR USE IS
EXPRESSLY PROHIBITED EXCEPT UPON WRITTEN PERMISSION BY MASA. Only document with stamps are considered official.
 MARAFIQ–SAUR Document ID No:
MaSa-1-PM-PF-52
OPERATION & MAINTENANCE COMPANY
Classified as MARAFIQ Confidential Page 5 of 7
ATTACHMENT B Rev. No.: 0
Special Conditions – EPC Contract
Date of issue: 05 Apr 2020

Should there be delay in the performance of the work under a Release Purchase Order,
exclusively attributable to MASA acts and/or omissions, the period of performance of the
relevant Release Purchase Order shall be adjusted appropriately by number of days
performance of the work actually delayed by MASA. Should the delay of work under a
Release Purchase Order attributable to the Contractor, either wholly or partially, the
delay penalty for each day of delay under the relevant Release Purchase Order in
accordance to this Outline Agreement terms and conditions shall apply.
The terms and conditions shall be applicable and in full effect to each and every Release
Purchase Order that are issued under this Outline Agreement regardless of the expiration
of the Outline Agreement, if applicable.

3. CONTRACTOR’S OBLIGATIONS
The Contractor shall be responsible performing, providing and complying with the following
items;
3.1 The Contractor shall perform the services as identified in the Scope of Work according
to MASA requirements and with consideration and due diligence to achieve the
objectives of this contract.
3.2 The Contractor shall regularly report to, and obtain direction and guidance from
MASA on all matters relating to the present contract.
3.3 The Contractor shall promptly comply with such instructions as may be issued from
time to time by MASA in connection with the performance of the services.
3.4 The Contractor shall submit to MASA satisfactory and complete report in accordance
with the contract and at such intervals as MASA may require.
3.5 The Contractor shall keep and maintain accordance and complete accounts in respect
of expenditure incurred under the present contract in such form and detail as shall be
satisfactory to MASA for the purposes of making payment or settlement of accounts
under the contract.
3.6 The Contractor shall seek and obtain any visa or residence permit that he may require
to carry out the services and perform his obligations under the present contract.
3.7 The Contractor shall study the project and the scope of the various elements
according to MASA requirements and consideration to achieve the requirements of
MASA.
3.8 The Contractor shall establish a clear conception of the appropriate method of
performing the services and expected cost shall be further studied upon completion.

PROPRIETARY NOTICE IMPORTANT

THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO MASA. ANY DISCLOSURE OR USE IS
EXPRESSLY PROHIBITED EXCEPT UPON WRITTEN PERMISSION BY MASA. Only document with stamps are considered official.
 MARAFIQ–SAUR Document ID No:
MaSa-1-PM-PF-52
OPERATION & MAINTENANCE COMPANY
Classified as MARAFIQ Confidential Page 6 of 7
ATTACHMENT B Rev. No.: 0
Special Conditions – EPC Contract
Date of issue: 05 Apr 2020

4. CONTRACTOR’S PERSONNEL
4.1 The Contractor shall employ and provide for the performance of the services, a
sufficient number of specialized and technical personnel in his offices and work sites.
4.2 The Contractor shall appoint one of his technical personnel as project manager,
provided that he has the suitable qualifications, to be available at the Contractor’s
office throughout the contract period and provided that his appointment shall be
subject to MASA’s prior written approval. The Contractor shall, upon the direction of
MASA, replace his project manager by another qualified one approved by MASA.
4.3 The Contractor shall observe that his personnel are working in a legal manner and
shall provide evidence of this to MASA.
4.3.1 Except as MASA may otherwise agree in writing, which shall not be
unreasonably withheld, no unreasonable changes shall be made in the key
Personnel. If, for any reason beyond the reasonable control of the Contractor,
it becomes necessary to replace any of the key Personnel, the Contractor shall
provide as a replacement a person of equivalent or better qualifications.
4.3.2 If MASA finds that any of Personnel have (i) committed serious misconduct or
have been charged with having committed a criminal action, or (ii) have
reasonable cause to be dissatisfied with the performance of any of the
personnel, then the Contractor’s shall, at MASA’s written request specifying
the grounds thereof, provide as a replacement a person with qualifications and
experience acceptable to MASA.
4.3.3 The Contractor shall have no claim for additional costs out of or incidental to
any removal and/or replacement of personnel.

5. THE CONTRACTOR’S LIABILITY FOR WORK

5.1 The Contractor shall be responsible for damage resulting from any faults in the designs
and specifications prepared by him. The approval of MASA of such designs and
specifications shall not relieve the Contractor from his responsibility.
5.2 The Contractor shall bear all consequences resulting from claims raised by others
against his breach of any right, concession, design or trademark.
5.3 The Contractor shall bear all consequences resulting from damages to others caused
by the fulfillment of contract obligations.

PROPRIETARY NOTICE IMPORTANT

THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO MASA. ANY DISCLOSURE OR USE IS
EXPRESSLY PROHIBITED EXCEPT UPON WRITTEN PERMISSION BY MASA. Only document with stamps are considered official.
 MARAFIQ–SAUR Document ID No:
MaSa-1-PM-PF-52
OPERATION & MAINTENANCE COMPANY
Classified as MARAFIQ Confidential Page 7 of 7
ATTACHMENT B Rev. No.: 0
Special Conditions – EPC Contract
Date of issue: 05 Apr 2020

6. PERFORMANCE SECURITY BOND

6.1 Within the time required by MASA, but not later than Seven (7) days after the date of
this Contract or after the commencement date specified in the Notice to Proceed
issued to Contractor hereunder, whichever is earlier, Contractor shall deliver to the
MASA (Finance Department) an unconditional bank guarantee payable to the order
of MASA in a form and issued by a bank acceptable to MASA. No payment will be
processed by MASA unless an acceptable Performance Bond/Bank Guarantee is
received. Such performance security shall be valid until the issue of the Final
Acceptance certificate by MASA to the Contractor indicating that Contractor has
completed all its obligations under the Contract. The performance security shall be in
an amount equal to five percent (5%) of the total Contract Price, including applicable
VAT as per the provisions of KSA VAT Law and Regulations, for the entire Contract
period.
6.2 If, at any time, the total Contract Price is increased or decreased by a Change Order
issued pursuant to the General Condition hereof entitled “Change Order”, such
Change Order may also require an adjustment in the amount of the Performance
Security to reflect such increase or decrease.
6.3 *For any Outline Agreement, Procurement and Contracts Department together with
the Business Unit shall agree and decide whether the basis of issuance of Performance
Security Bond is in yearly, per project or Outline Agreement ceiling value. Such
decision shall be binding on the Contractor and in accordance thereof, the Contractor
shall issue Performance bond in the manner provided under Clause 6 (1) and (2)
above.

Note: *This clause shall be applicable to all Outline Agreement only.

PROPRIETARY NOTICE IMPORTANT

THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO MASA. ANY DISCLOSURE OR USE IS
EXPRESSLY PROHIBITED EXCEPT UPON WRITTEN PERMISSION BY MASA. Only document with stamps are considered official.