(HE) od ot Shillg Haat aiuto | ee Meilitah O11 & Gas By (Livyan Bronch) a TENDER NO: 955 SELLING OF FSO SLOUG VESSEL ON “AS IT IS WHERE IT IS” BASIS Finance Dept. Legal Dept ake bale | Contracts Dept. Contractor = [eorex [=== [eorenae [=] - Page tote(ot C8) ll ot Sed G Ril aahg, Mellitah O11 & Gas BV. (Libyan drench) TABLE OF CONTENTS 1. LETTER OF INVITATION Se2VEMaena INVITATION TO TENDER ACKNOWLEDGEMENT AND CONFIRMATION OF INTENTION TO TENDER” TENDER CLOSING DATE BID SUBMISSION. TENDER VALIDITY PERIOD CURRENCY OF PRICES QUOTED COMMUNICATION... WITHDRAWAL FROM BIDDING, COMPANY ADDRESS. 1 i a 2 a 2 i 2 2 ACKNOWLEDGEMENT AND CONFIRMATION OF INTENTION TO TENDER . CONFIDENTIALITY UNDERTAKING 4. INSTRUCTIONS TO TENDERERS 16. PREAMBLE. ‘SCOPE OF WORK. EXAMINATION OF COMPLETENESS OF TENDER DOCUMENTS CLARIFICATION & QUERIES BY TENDERER COSTS OF TENDER CONFIDENTIALITY AND ETHICAL BUSINESS STANDARDS LIABILITY FOR ERRORS......... : ‘SIGNATURE AND EVIDENCE OF AUTHORITY SUBMISSION OF BID PROPOSAL BID EVALUATION BY COMPANY ACCEPTANCE OF TENDER. COMPLIANCE TENDER BOND ron CANCELLATION OF THE TENDER... CANCELLATION OF THE CONTRACT AWARD. 5. FORM OF TENDER 6 CONTRACT DOCUMENTS. 6.1 AGREEMENT 1 2. 3 4 6 6 7. [User TenlerNe 95 Seng OF FO Siu Vor On “Aree PREAMBLE. ereroin WORDS AND EXPRESSIONS CONTRACT DOCUMENTS. DOCUMENT PRECEDENCE CONTRACT PRICE CONTRACT EFFECTIVE DATE, WORK COMMENCEMENT DATE AND CONTRACT DURATION. REGISTRATION [ries [ae [ga [Za [eo BEN Swath ss aero] Pape? of 6S62 63 Coe) ob ot shiadhg dee) ants Melitan O11 & Ges B.v. (Livyan Branch) & TAXATION : i 3 9. CUSTOMS PROVISIONS. teat By eenlstiersnatv ani’) 10, AGREEMENT AND ACCEPTANCE... . 4 ‘SPECIAL CONDITIONS ..... GENERAL CONDITIONS 1. DEFINITIONS AND INTERPRETATIONS... 2, SCOPE OF CONTRACT 3. _ INDEPENDENT CONTRACTOR...... 4. TENDER BOND (DEPosiT) - 5. CONTRACTOR'S KNOWLEDGE OF THE WORK 6. sun 7. 8 9. SLOUG ACQUAINTANCE PERMITS AND LICENSES ..... COMPANY'S OBLIGATIONS ... CONTRACTOR'S OBLIGATIONS. 10. DESIGNATED REPRESENTATIVES... 44. CONTRACTOR'S RESOURCES, es 12. HEALTH, SAFETY AND ENVIRONMENTAL (HSE) COMPLIANCE... 13. VARIATIONS TO CONTRACT TERMS See, 14. SUSPENSION AND STOPPAGE OF WORK. 15. TERMINATION OF CONTRACT. 16. PROPERTY......... 17. PAYMENT. 18. ASSIGNMENT AND SUB-CONTRACTING. 19. PATENT PROPRIETARY RIGHTS 20. FORCE MAJEURE 21. INSURANCE...... e 22. LAW OF THE CONTRACT 23. DISPUTES. 24. TAXATION 25. LIQUIDATED DAMAGES 26. HANDOVER CERTIFICATE 27. NOTICES ©CePmMVVoOounan a BSSst oa Sesaws APPENDICES ‘Appendix A ~ Commercial Offer (Contract Price) Appendix 8 — Tender Bond (Deposit) Appendix C - List of Qualifying Correspondences Appendix D ~ Technical Annex Appendix E - General HSE Requirements ~ END OF TABLE OF CONTENTS - = [rome os ops ie CF F80 Sig Venn“ Ae Ws he a= [thoCot Cos) ot cont lal G kia Cat Miotiitam Ol & Gane Pv. (Livyen Branch) 1. LETTER OF INVITATION TO TENDER [wer tS [Roane] Tne Ho. 955 eng FSO Sag Ve Page 30168Cot Ct) aed oe SLI g dad tet Molltanh Of & Gas BY Wityen ranch) Dear Sire, Date: Fei 20 1 = SUBJECT | TN, 965 Selling of SLOUG FSO Vessel at Bouri Field, pee | eerie Tender 1, _ INVITATION TO TENDER 14 Meliteh Oil & Gas B.V., Libyan Branch (COMPANY) hereby invites TENDERER to tender for the provision of the above services (hereinafter referred to as the "WORK'), all in accordance with the Tender Documents provided herewith, 1.2 This letter of Invitation to Tender and the acknowledgement of receipt of any submitted bid Proposal shall not be construed as a commitment on the part of COMPANY, nor shall it entitle TENDERER to claim any indemnity from COMPANY. 1.3 TENDERER shall examine the completeness of the Tender Documents collected and shal Satisty itself that it has received all the documents and attachments forming the Tender Documents 1.4 Kindly note that TENDERER has been solocted to tender for the WORK on the basis that ft has the experience and full knowiedge of the applicable International and Libyan Laws, and is capable of executing the WORK within the time frame and to the Quality and Safety Standards required by COMPANY. 1.9 TENDERER is to take note particularly on the instructions to TENDERERS in the Tender Documents as well as the requirements stated in this letter of Invitation to Tender. ACKNOWLEDGEMENT AND CONFIRMATION OF INTENTION TO TENDER 2.1 TENDERER shall, within six (6) calendar days atter receipt of the Tender Documents return the “Acknowledgement and Confirmation of Intent to Tender” (herein attached) by fax to the undersigned at COMPANY'S Tripoli Office, Fax No. 00218 -21-4448263 Phone No 00218- 21, 3335135, Ext 21297. ‘Should no such Confirmation of Intent is received by COMPANY within the stipulated time; COMPANY shall assume that TENDERER does not intend to submit a bid proposal. 22 If TENDERER wishes to decline to bid or if TENDERER subsequently receives a written notice from COMPANY that its bid has not been accepted, TENDERER shall promptly return the Tender Documents to COMPANY at the address stated below and the cost thereof shall be borne by TENDERER 3. TENDER CLOSING DATE 31 The closing date and time for the receipt of TENDERER's bid proposal at COMPANY's office in the manner and form specified in the Instructions to TENDERERS is as specified in the" fi " fax. Bid submissions received after the Stipulated closing date and time shall be rejecied and retumed to TENDERER unopened. ic a amie }32 42 Coe et) ot cnt Shag all atta Moliitah Oil & Gas 6.v. (Libyan Branch) FENDERERS shail consider the time required for delivery of le Bid proposal and shall solely be responsible to allow sufficient time to deliver its bd proposal to Tripoli Libya by the closing date and time, BID SUBMISSION TENDERER's bid submission shall be in strict compliance with the Instructions to TENDERERS specified in the Tender Documents. Non-compliance with the stipulated instructions may render TENDERER’s bid submission being rejected, TENDERER’s bid submission shall consist of three (3) parts in separate sealed envelopes: ) Technical Proposal i) Tender Bond Deposit ii) Priced Commercial Proposal TENDER VALIDITY PERIOD TENDERER's bid submission shall remain valid for a period of one hundred and twenty (120) days from the Tender Closing Date specified above or any extension granted by COMPANY thereafter. if any. COMMUNICATION Any communication regarding the Tender Documents musi be direcied to in writing to the Chairman of the SLOUG Selling Committee at the address stated below. COMPANY ADDRESS COMPANY address to be used for all correspondences, notification of “Receipt of Tender Documents” (form provided), clarification requests and bid proposal submission shall be as follows Mollitah Oi! & Gas B.V, Libyan Branch Dahra Kabira Street Building 1, Red Side 4" Floor P.O Box 91651 Tripoli - Libya Phone; (00218 21) 3335135 — (21297); Fax: (00 218 21) 4446293 Attn: Chairman of FSO Sloug Selling Committee Regards, ‘Mustafa Ahmed Abered ‘Chairman of FSO Sioug Selling Committee Melitah Oil & Gas B.V (Libyan Branch) OD. tees [=o [coves] | cowed] me) i Come enn Pag ot(OE) ok ot jhiallg ta acts Meliiteh Ol & Gas ay (Libyan Greneh) 2. ACKNOWLEDGEMENT AND CONFIRMATION OF INTENTION TO TENDER [=k [cota eax [ear(oe Ct) od ot Shit Eaiaild ao, Meliitah OU & Gas BY. (Libyan Branch) (TO BE PRINTED ON TENDERER'S LETTERHEAD) Date: ‘i 20, To: Chairman of FSO Sloug Selling Committee. Mellitah Oil & Gas B.V (OD), Libyan Branch Dahra Kabira Street Building 1, Red Side 4" Floor, P.O Box $1654, Tripoli, Libya SUBJECT: | TN 956: Selling of FSO SLOUG Vessel at Bouri Field. a | We, 1. Receipt on WORKS. 2. In recognition of your requirement, we hereby certify that we shall submit a bid proposal with Bond Deposit) in strict accordance with your tender instructions. Our bid proposal shall be competitive, and we shall not fix or adjust the amountiprices of our bid in accordance with any ‘agreement or arrangement wth any other person, 3. We also certify that before the specified Tender Closing Date for submission of our bid proposal, we shall not: - a) Communicate to any person, other than the person mentioned in the Tender Document, b) Enter into any agreement or arrangement with any other person that he shall refrain from tendering or as to the amount of any tender to be submitted. ©) Offer or pay or give or agree to pay or give any sum of money or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to bbe done in relation to any other tender or proposed tender for the said WORKS any act or thing of the sort described above. 2) The tender shell be submited in full prior to the due time and date of 12:00 noon on 5 20. 4, In this confimation the word ‘person’ includes any persons or anybody or association, Corporate or ur-incorporate; and ‘any agreement or arrangement’ includes any such transaction, formal or informal and whether legally binding or not. do hereby confirm the following: - of a copy of your Tender Documents for the above subject Signed for and On Behaif of (Name of Tenderer) . In the capacity of [Sonate eae ee eee | ate | Tet No | Fax No re Cones] Raat ouerscarl Tend N95 Scag CFO Slo Venema Page 7 of 68(et) ob ot Shit IG dail) aieebs Meilitah O11& Gas B.v, (Libyan Branch) 3. CONFIDENTIALITY UNDERTAKINGCoe C4) od ot Sha G death iat Mellitah O81 & Gas B.v. (Libyan Branch) (TO BE PRINTED ON TENDERER'S LETTERHEAD) Date: ..../.....120. To: Chairman of FSO SLOUG Selling Committee. SUBJECT Ae We. 1) 2) 3) 4) Melitah Ol & Gas B.V, Libyan Branch Dahra Kabira Street Building 1, Red Side 4" Floor, P.O Box $1651, Tripoli Libya do undertake and agree to the following: Not to exploit any material information supplied by COMPANY. To treat all material information in the possession of the TENDERER as strictly private and Confidential and to take all reasonable and practicable steps to ensure and protect the confidentiality thereof, and not to disclose the existence or content thereof (whether in full or Part cr in extract or summary form) or publish copies thereof to any other person, except the COMPANY. Not to use ary material information or make copies or extracts or summaries thereof for any Purpose except: ') The preparation and submission of tenders and supporting documents in connection with any COMPANY proposed CONTRACT. and any necessary correspondence, discussions oF negotiations with the COMPANY prior to the award of such CONTRACT, or. ‘) The proper performance and observance of the terms and conditions of any COMPANY Proposed CONTRACT which may be awarded to the TENDERER, o li) Any correspondence, discussions, negotiations, invitation or preparation or evaluation or acceptance of tenders, or other matters necessarily arising in connection with any Such Proposed CONTRACT or agreement or with any modification or proposed modification thereof or with the ordering or carrying oUt of any variations or the placing or performance: of any SUBCONTRACT in connection therewith; and Not to cause or permit any third PARTY to do or omit to do anything in contravention of or so as to prejudice the foregoing requirements of this undertaking Signed for and On Behalf of (Name of Tenderer) rece cal rape dase ae oa [eae Telephone No. | Fax No. - == *] Contractor] Page 1 068(DEH) od cot SG dell ceo Meliitah Of! & Gas B.v. (Libyan Branch) 4. INSTRUCTIONS TO TENDERERS Gy [onan] ogee Goma] oa eaeA 11. 12, 13. 34 32 3.3, 42 (ee (Set Ct) ed ot Slat G Kenainkd cette Meliteh Of & Gas B.v. (Libyan ranch) PREAMBLE ‘The Tender Documents comprise the following, 1. Instructions to TENDERERS: 2. Form of Tender 3. CONTRACT Documents: 3.4. Agreement 3.2. Spacial Conditions 3.3. General Conditions 3.4. Appendices: Appendix A - Contract Price ‘Appendix 8 - Tender Bond (Deposit) ‘Appendix C.- List of Qualitying Correspondences Appendix D - Technical Annex Appendix H - General HSE Requirements The Tender Documents shall be the basis for TENDERER to provide COMPANY with bid Proposal for the WORK as more particularly described in detail in Appendix D - Technical Annex. Acceptance of tenders shall be subject to sufficiency and completeness thereof. ‘The CONTRACT entered into between COMPANY and the successful TENDERER will be based on the Tender Documents and any agreed upon requirements and considerations. SCOPE OF WORK The requirements under this Contract and Scope of Work is described in Technical Annex “Appendix D” EXAMINATION of COMPLETENESS OF TENDER DOCUMENTS. It shall be TENDERER's responsibiliy 1o ensure that it has received a complete set of the Tender Documents. By submitting a bid, TENDERER verifies that it has received a complete set of the Tender Documents including any and all addenda (if any). 'No claims on the grounds of lack of knowledge in any respect will be entertained by COMPANY TENDERER shall be deemed to have included in the Contract Price stated in its bid and consider Such as @ part of its Scope of WORK and included in the Price of the contract, CLARIFICATION & QUERIES BY TENDERER Any question TENDERER may have relating to the Tender Documents must be in writing directed to the Chairman of FSO SLOUG Selling Committee at the address stated in the Letter of Invitation To Tender, and no other person, employee or agent of COMPANY is authorized to change the content of the Tender Documents and/or any addendum. Such question received by COMPANY will be reviewed and where information sought is not included in the Tender Documents, COMPANY will issue an addendum to all TENDERERS which shall then form part of the CONTRACT Documents, foe Sees [ao | tap. [ae comees gee canoe] ] Page 15 0665(oot Ch ob et Sag deli sates Meititah O11 & Gas Pv. (Libyan Branch) 4.3, Addenda are the only means of verifying, clarifying or changing any of the information coniained in the Tender Documents. Receipt of any addendum issued must be acknowledged in the space provided in it. Any or al information issued by COMPANY to one TENDERER shall be circulated to the other TENDERERS to the extent that such information is of interest to all TENDERERS. 4.4 COMPANY will not grant requests for incividual meetings in person with TENDERER to answer any clarification before the Tender Closing Date and before CONTRACT Award unless otherwise indicated in the Tender Documents. 48 Clarfications must be made after five (5) days from receipt of the Tender Documents and the finaiiast clarification must be received by COMPANY not later than seven (7) days before the Tender Closing Date. Any clarification received before or after the related periods will be void COSTS OF TENDER All costs sustained by TENDERER for or in connection with the bid preparation, submission, Clarification and negotiation including attendance at any meetings in respect of or associated with the Tender shall be for TENDERER's account. 6. CONFIDENTIALITY AND ETHICAL BUSINESS STANDARDS. 61 Confidentiality TENDERER undertakes and agrees: i) To treat all mater information related to the Tender as strictly confidential and to take all reasonable and practicable steps to ensure and protect the confidentiality thereof, and ret to disclose the existence or content thereof (whether in full or in part or in extract or summary form) to any other person, except to COMPANY, ji) Not to exploit any material information supplied by COMPANY. li) Not to use any material information or make copies or extracts or summaries thereof for any purpose, except the preparation and submission of Tender and supporting documents in connection with any COMPANY-proposed CONTRACT, and. any necessary correspondence, discussion or negotiations with COMPANY ‘during the ‘Tender phase. 62 Ethical Business Standards TENDERER undertakes and agrees: - iv) Not to pay any commission, fees or grant any rebates to any employees or officers of COMPANY, ¥) Not to enter into any business arrangements wth employees or officers of COMPANY likely to result in conflicts of interest between their private financial activities and their part in the conduct af COMPANY business, vv) Not to engage in any outside interest or activty likely to detrimentally affect, or conflict with, COMPANY'S best interests, vi) Not to favor any employees or officers of COMPANY with gifts transportation, entertainment or any other non-monetary favors or gratulties. “Contractor Page 160F 6St 94 92, 93, 94, 95, 96 The Cot e4) od oe jhidllg aaelt atako Meliitah OF & Gas B.v. (Libyan Branch) LIABILITY FOR ERRORS Whie COMPANY has made considerable efforts to ensure accurate representation of information in the Tender Documents, the information contained in the Tender Documents fe Supplied solely as @ guideline for TENDERERS and is not necessarily comprehensive or exhaustive. Nothing in the Tender Documents is intended to relieve the TENDERERS from in respect of the matters addressed in the SIGNATURE AND EVIDENCE OF AUTHORITY Signature The bid proposal to be submitted by TENDERER shall be signed by the person or persons authorized to legally bind the TENDERER and shall be dated. Any change in the authorized signatory during the bidding period should be informed to COMPANY and COMPANY shall be not responsible for any undue events due to lack of communication, Evidence of Authority Prior to bid proposal submission, TENDERER shall advise COMPANY of the names of the authorized signatories to the bid proposal together with evidence of their authority. ‘SUBMISSION OF BID PROPOSAL TENDERER must not make changes to any part of the Tender Documents nor include in its bid any statements which could be construed as rendering its bid equivocal andlor placing t on a different footing to those of other bids. TENDERER’s bid proposal shall be complete in all respects, separated into commercial and {echnical volumes utilizing the same set-up and organize its bid submission in accordance with the format stipulated in these instructions to TENDERERS. COMPANY has endorsed each page of the CONTRACT Terms and Conditions of the Tender Documents and TENDERER shall initial each page of that Section and relum same with its bid. TENDERER shall in addition initial every page of its bid submission, JTENDERER's bid proposal and all documents and correspondences connected therewith shall be in English language. TENDERER’S bid submission will become COMPANY's property and will be held in strict confidence. TENDERER'S bid proposal shal be submitted in Three (3) separate parts in the sealed envelopes, i ) TECHNICAL PROPOSAL. i) ‘TENDER BOND DEPOSIT |i) PRICED COMMERCIAL PROPOSAL. Proposals shall be submitted in a binder or file so that any part(s), section(s), or subsection(s) can be easily extracted, Each proposal in one (1) original and two (2) copies and One Electronic Copy (CD) of each submited offer, shall be enclosed in separate sealed envelopes clearly marked and labelled as follows: - [User | ofan 3 [ence | [ vga | conwaes] SP conc oa St (Jen“CONFIDENTIAL - DO NOT OPEN" TENDERER'S NAME: TENDER NO. | TENDER TITLE LS aie | “CONFIDENTIAL - DO NOT OPEN” TENDERER’S NAME: .. TENDER NO. : TENDER TITLE TENDER CLOSING DATE : ‘ | ~ PRICED COMMERCIAL PROPOSAL — 8.7. Contents of Technical Proposal ‘As Stipulated in details in Technical Annex 9.8. Tender Bond Deposit as per the Article 13. 8.8. Contents of Priced Commercial Proposal This Proposal shall contain: i. Covering letter relating to the submission of the Priced Commercial Proposal {i Signed onginal Form of Tender (WITH THE BID PRICE) by the authorized signatory of the TENDERER and the stamp of TENDERER ii, Contract Price in Lump-sum basis and Breakdown dataiis. |v. Any other information 10. BID EVALUATION BY COMPANY 10.1 The Technical Proposal shall be subject to evaluation to determine the technic acceptability of the bid proposal based on COMPANY’s established evaluation critera, including technical negation (if deemed necessary), 10.2 TENDERERS are to partcularly note that the technical evaluation will give emphasis on the following first level elements but not ited to. ) Technical Information as requested in this ITT ii) HSE Requirements, 103 COMPANY reserves the right to request TENDERER to provide additional information, as COMPANY may deem necessary, pertaining to its bid proposal during the evaluation period ether in wrting andior in clarification meetings to evaluate the bid proposal 104 The clatifications/information shall be provided in writing and/or in the Minutes of Clarification Meetings, if so convened, signed by both PARTIES, and shall form an integral part of the TathrDocmaria ee ey ee Ga Papas [rare [fraps [Ca [cones [a comoa ts KA a10.5 108 11, Wt 13 11.4 12. 13. User tet) od ct Shiai laid aie Meliitah O11 & Gas nv wiryan erancn) Upon compistion of the techrical evaluation, only technically acceptable bidders shall have their "PRICED COMMERCIAL PROPOSAL" envelopes opened. TENDERERS are to note that the evaluation of the Priced Commercial Proposal will be made based on the following methods: ii) Best Price Method Technically acceptable bids are compared solely on the basis of the total offered price & details, and the CONTRACT is awarded to the best Price bidder for Company, ACCEPTANCE OF TENDER COMPANY does not bind itself to accept the highest bid or any other bid and reserves the right to reject any or all bids at any time. COMPANY reserves the right to accept any bid in part or in whole at its sole discretion based on the overall value of Contract Price, or not at all COMPANY reserves the right, as the interests of COMPANY may require, to reject any or all bids or to waive any minor irregularity or non-compliant issues in the bids received COMPANY considers that if there is a real or potential confict between it and any bidder involved in a breach of CONTRACT litigation with COMPANY, then that bidder involved in ‘such litgation is ineligible to have its bid accepted. Unsuccessful TENDERERS will be notified as soon as practicable after the CONTRACT has been awarded, COMPLIANCE The successful TENDERER shall agree to comply with all laws and regulations affecting the Tender Documenis in any manner and agrees to take further steps as may be necessary {0 affect such compliance. All laws and regulations required to be incorporated into the CONTRACT of this character are hereby incorporated implicitly by inference. TENDER BOND (DEPOSIT). Tenderer shall submit with its Tender @ Tender Bond repayable on first writen demand an ‘amount of $160,000.00 US Dolar (One Hundred and fifty Thousand US Dollar only), in the event TENDERER fails to hold its Tender open for acceptance by COMPANY for the whole of validity period stipulated in the Tender Documents, The Tender Bond shall be valid unti the end of the Validity Period stated in the Tender Documents or any extended period mutually agreed between TENDERER and COMPANY. The preliminary deposit shall be in the form of certified cheque or unconditional and irrevocable Bank letter / Tender Bond (Deposit) issued by a Commercial Bank operating in Libya and attested thereby, to be valid a period not less than 60 days after expiry of the ‘ender validity period. Deposit shall be released by Company at the Award of the Contract except for the Tender Bond of the successful Tenderer that shall not releases until the submission of the Performance Bond as required in the Draft of the Contract Hf the TENDERER with draw his tender prior to the envelopes opening, the Deposit shall become the Company's property without the need of any procedure. TENDERER’s should be attached the “Deposit” in a separate envelope with their offer, If ‘Deposit is not found in the offer, the offer shall be refused (disqualified). France E]ceget | Lot | contracts [pom 4 connector] Page 1 of14, 444 142 143 144 145 146 14.7 15. CE) od ct Shall cata Miellitah Of) & Gas wv. (Libyan Branch) CANCELLATION OF THE TENDER ‘Tender snould be cancelled for the following reasons: If the Tender was canceled by Concerned Authorities for any reasons related to public interests, Hf One Tenderer only remains after excluding the disqualified Tenderers, or Only One Tenderer submitted ts Proposal If the offers weren't submitted in accordance with Spectfications, Requirements, Terms and Conditions, It the offered value does not suit the estimated value of the Project. 1 the offers were accompanied by unacceptable reservations and Conditions to Company Proven that there is @ suspicious and corruption or illegal means to participate and win the Tender. Cancellation should be done by the Operation Management Committee based on a recommendation of Sub-committee, with mention of the reasons for this decision, CANCELLATION OF THE CONTRACT AWARD. ‘Awarding should be cancelled for the following reasons: 154 152 153 154 155 156 187 (s Tend Na 8- HfTenderer fails or rejects to pay Company, the Contract Price as stipulated way. Ifthe offers weren't submitted in accordance with Specifications, Requirements, Terms and Conditions. Hf the Tender was cancelled by Concemed Authorities for any reasons related to public interests, Cancellation of the Tender for Reasonable reasons to Company. Delete the Tenderer from Company List Company has the right to negotiate the other Tenderer with the same Rales, Terms and Conditions. If Tenderer fails or rejects to Comply or Carry out the registration and required actions within the Concerned Authorities due to such awarding END OF INSTRUCTIONS | ee Ce (fro 2 Geil) Page 20 of 6 pe(et et) oll op ShaalIg dail tho Mellit ah O11 & Gas B.v, (Libyan Branch) 5. FORM OF TENDER (Ger [3 [Fie TelesCt C8) oh ot Std G Lal tal Meliitah O11 & Gas B.v. (Libyan Branch) Date 20, ‘To. Chairman of FSO Stoug Selling Committee Mellitah Oil & Gas B.V, Libyan Branch Dahra Kabira Street, P.O Box 91651, Tripol - ; - | .. | TN-955. Selling of FSO SLOUG Vessel at Bouri Field ] [SURE comm of Tender | 1. We, the undersigned, having examined the Tender Documents hereby tender and offer to buy the SLOUG Vessel "AS it is where it is" basis, execute, carry out, complete all the relevant WORKS, (as more particularly described and referred to in the Tender Documents, including the Instructions to Tenderers, Conditions of CONTRACT and the Appendices), and remedy the defects if any, all in conformity with the said documents and to perform and observe the provisions and agreements contained or reasonably to be inferred from therein ‘as in Appendix A — Contract Price. 2 Contractor shall Pay Company in USD as Stipulated in Appendix A. 3. We hereby undertake, if our bid is accepted to commence the WORKS within .... ays upon award of the CONTRACT by COMPANY and to execute and complete the required WORKS within the stipulated duration: ji) to execute the CONTRACT when called upon to do so : and ii) to obtain all insurances stipulated all in accordance with the Conditions of CONTRACT. 4, We undertake to do any extra WORKS not covered by the above Scope of WORKS which may be ordered by you and hereby agree that the value of such extra WORKS shall be determined as provided for in the Conditions of CONTRACT. 5. We agree to abide by this bid for a period of one hundred and twenty (120) days from the ‘Tender Closing Date fixed for receiving the same and it shall remain binding upon us and ‘may be accepted by you at any time before the expiration of that period. 6 This bid is submitted under our covering letter Reference. No. 2 dated. ‘and the completed bid documents and other information required by the Instructions to TENDERERS, which are enclosed therewith all of which shall be read and construed as forming a part hereof. 7. Unless and until a fermal agreement is prepared and executed this bid together with your writien acceptance thereof shall constitute a binding CONTRACT between us valid from the date of your vrtten Letter of Acceptance 8. We understand that you are not bound to accept the highest or any bid you may receive. [cores] a cormecrr] = Page 19 of (ier a me [ES Tine | "Tene 95 -Stng OH FSO Sig Vel nH Whe as ContCote» of. ge jldllg abil atato Moellitah O11 & Gas B.v. (Libyan Branch) Dated this .. day OF ee a 20, Signature Name In the capacity of Duly authorized to sign tenders for and on behalf of - END OF FORM OF TENDER - Ger oe [Frm eet | [ew cal ‘a Nt anaes les pec mace(ot et) ob oe GLH g Laid atalg, Mellitah Ol! & Gas By, (Libyan Granch) 6. CONTRACT DOCUMENTS Cat | Contracts] =} | convacter] (Gun Feld) Page 21 of 68Cont eo) god ge Slitllg tabilt atte Melliteh ON Gas mv. wivy: 6.1 AGREEMENT eer ot [Free eae entre #3 - Sint OF Seg Ven OAs ar (or Fn) Page 22 0f65(om 8) od ot Shelia G dekladald ceteabio Melittah Of & Gas B.¥. (Libyan Branch) PREAMBLE THIS CONTRACT is made and entered into in Tripoli in Libya by and between MELLITAH OIL & GAS B. V. (LIBYAN BRANCH) with its main office at Dat El Imad Complex, Tower 1, Floor 16, P.O. Box 91651, Tripoli (Libya).as an Oil and Gas Operator by vitue of certain Oil Agreements, Commercial registration No: (58475) represented by capacity of Chairman of ‘Operator's Management Committee, (hereinafter called COMPANY"), and CONTRACTORS NAME (BUYER) with its business address at | hereinafter called “CONTRACTOR? Represented in signing of this Agreement by in his capacity as WHEREAS: COMPANY requires CONTRACTOR to Buy the FSO SLOUG Vessel, and carry out all the Works related to Disconnection and Towing of FSO SLOUG Vessel at Bouri Field specified in the CONTRACT, and more particularly described within the TECHNICAL ANNEX (hereinafter referred to as the "WORK") in accordance with good engineering practice and in an efficient and expert manner, and in ful conformity in all respects with the CONTRACT, and COMPANY has accepted an offer by CONTRACTOR to carry out such WORK; and WHEREAS: ‘A. CONTRACTOR represents that it possesses all requisites necessary to perform tho WORK diligently in accordance with the current standards and practices of the industry ‘and is fully experienced, quaiffied, able and wiling to perform such WORK in the manner aforesaid and in full conformity with the CONTRACT: 8. CONTRACTOR represents that it has full knowledge of all the applicable international ‘and Libyan laws, concerning contracting, the SERVICE and its execution, taxation, ‘customs duties and other laws, and the existing laws of any other country where any part of the WORK are to be performed, and also any rules or regulations - local or governmental, and that it has the capability of being able to know the effect of any legislation to be enacted in Libya or any other country where any part of the WORK is to bbe carried out which affects or could affect the WORK or activities of CONTRACTOR under the CONTRACT and that it knows the locations where the WORK are to be performed and all circumstances concerning the fulfilment of the WORK and the CONTRACT; ©. CONTRACTOR accepts that the CONTRACT shall be fully governed by the laws of Libya D. CONTRACTOR understands that all interim payments under the CONTRACT wil be considered payments on account of the CONTRACT PRICE, and that CONTRACTOR should pay to Company the remaining CONTRACT PRICE as ¢ will be matured totally according to Artie 5 below. Page 23 of 6S2 52 (ee) od oo Shitllg laa aiako Wihetthta i OL! & Gas BV. (Libyan Branch) NOW THEREFORE, in consideration of mutual covenants and agr provided, iis hereby agreed as follows: WORDS AND EXPRESSIONS In this AGREEMENT words and expressions shall have the same meanings as ‘respectively assigned to them in the General Conditions. CONTRACT DOCUMENTS: 'n consideration of the mutual covenants and agreements herein contained, COMPANY and CONTRACTOR agree that the documents listed below (hereinafter referred to as "CONTRACT DOCUMENTS") shall be deemed to form and be read and construed as part of the CONTRACT which govern all relations between COMPANY and CONTRACTOR in connection with the WORK performed under the CONTRACT. The CONTRACT — DOCUMENTS comprise: + This AGREEMENT + Special Conditions + General Conditons > Appendices ‘Appendix A —Contract Price Appendix B — Tender Bond (Deposit) ‘Appendix C — List of Qualifying Correspondences ‘Appendix D — Technical Annex Appendix E ~ General HSE Requirements No change, amendment, or other modification to or in any document or provision forming Part of the CONTRACT shall be valid or effective unless produced in wntting. DOCUMENT PRECEDENCE ‘The CONTRACT DOCUMENTS set out in Article 3 above shall be taken as mutually explanatory of one another. However, in the event of any conflict or inconsistency between such CONTRACT DOCUMENTS, precedence shall be established in the order ‘set out in Articie 3 above, and in case of conflict or inconsistency between the General Conditions, Special Conditions and the AGREEMENT, the latter shall prevail on the others. CONTRACT PRICE CONTRACTOR shall pay COMPANY in US Dollar only as stipulated in Contract price, which should be paid to COMPANY as described in the Appendix A, The CONTRACT PRICE shall remain firm fixed and unchanged for the entire CONTRACT DURATION and not subject to escalation for any reason. All CONTRACT Prices in Appendix A — Contract Price shall include any and all charges and provisions necessary for the execution of the WORK under the CONTRACT in a workmanlike and expeditious manner, and in accordance with the CONTRACT DOCUMENTS. Page 26 oF64 62 63 7 7A 744 72 Taal 7.22 8 9 ot 92 [User He) oii Meltitan On & CONTRACT EFFECTIVE DATE, WORK COMMENCEMENT DATE AND CONTRACT DURATION: CONTRACT EFFECTIVE DATE: ‘The CONTRACT shall be deemed to be effective from. (hereinafter called the EFFECTIVE DATE) and continues until the issuance of the Final Handover of the Vessel, WORK COMMENCEMENT DATE AND COMPLETION DATES The WORK shall be deemed to commence from the EFFECTIVE DATE (hereinafter called the WORK COMMENCEMENT DATE) and shall continue (hereinafter called the WORK COMPLETION PERIOD), CONTRACT DURATION To be submitted by CONTRACTOR and agreed by the Parties. REGISTRATION REGISTRATION OF CONTRACTOR'S BRANCH OR OFFICE IN LIBYA {The laws, rules and regulations of the Libya require that CONTRACTOR has to register ts status and mainiain a Branch Office or Representative Office on the terrtery of Libya for the Purpose of the CONTRACT realization. CONTRACTOR shall provde such registration formalities at its own cost and maintain this registration vald at least for ihe Period mutually agreed with COMPANY. All costs resulted from the said registration and required for the operation and maintenance of CONTRACTOR'S Branch Office/Representative Office shall be borne by CONTRACTOR CONTRACTOR shall, at its care and charge, accordingly obtain the said registration in Libya, entrance visa, sojoum and work permits for its PERSONNEL and any ether authorization, thus allowing CONTRACTOR to fully operate for purpose of the CONTRACT execution throughout the CONTRACT DURATION, REGISTRATION OF THE CONTRACT WITH THE FISCAL AUTHORITIES OF LIBYA CONTRACTOR shall, at its care and charge. undertake to register this CONTRACT with Libyan Fiscal Authorities in accordance with the provisions of the law within Fifteen (15) days from the signature thereof. All Stamp Tax costs resutting from this registration shall be for CONTRACTORS account. And Income Tax costs resuting from. this fegistration shall be for Company's account Upon registration, CONTRACTOR shall provide COMPANY with a copy of the registered CONTRACT. TAXATION All Stamp Tax costs resuiting from this registration shall be for CONTRACTOR’s account. And Income tax costs shall be for COMPANY'S account CUSTOMS PROVISION CONTRACTOR shall have to import MATERIALS, EQUIPMENT and tools for the ‘execution of the WORK under the CONTRACT within the provisions of laws/Customs Decree(s), to be as following: The modaities/procedures for handing these aspects shall be as follows: All customs exempted and non-exempted as per customs Tax Law and related customs decrees is the responsibilty of Contractor. Company may support Contractor in this instance by iseuing supporting eter. Fee Finance ete acter Page 28 of 65 [egal(Pe) ot ot Slat Laat ate Mallitah O11 & Gas B.v. (Linyan Branch) 10 AGREEMENTAND ACCEPTANCE The PARTIES hereto accept the terms and conditions contained herein and agree to be bound by them, and the duly authorized representatives of the PARTIES execute the CONTRACT below. IN WITNESS WHEREOF the PARTIES hereto have caused their duly authorized representatives to execute this AGREEMENT in duplicate originals which after being signed by both PARTIES shall constitute two (2) CONTRACT originals together with all related attachments and enclosures as spectfied hereby. | Signed For and On Behalf of | Signed For and On Behalf of COMPANY | CONTRACTOR Signature: Signature: Name: | Name ot : Position: Position: Chairman of Operator's Management Committee Date: I ! | Date: lege OO = END OF AGREEMENT - [Uae Wee [irae comme] ==] Tah SO oy nn 75h Tastes(Se) od ot Shall G alll cet Meliitah OF & Ges B.v. (Linyan Branch) 6.2 SPECIAL CONDITIONS [user. [ales [Finance | Tend Na 955-0 Sg Vane On As Lh 5a fa [cies 5 ein = Peto10. 4 12 (oP 4) od ot Shad g teal tena, Meliitah Oi! & Gas mv. (Lipyan Branch) The FSO SLOUG Vessel is offered for sale “as it is Where it is’, which is located in (Bouri Field, including all the relevant works for disconnection and towing, COMPANY undertakes to provide CONTRACTOR with all the necessary documents, which are required by the relevant maritime authonty in order to change the ownership, Contractor is enttled on his own account to finalize the necessary arrangements to change the ownership and to obtain the deletion certificate. Once the deletion of the vessel in order to be re-registered, each individual party undertakes to submit the necessary required documents to the relevant maritime ‘authority in order to grant the deletion certiicate, CONTRACTOR on his own expenses undertakes to provide the new vessel's registry certificate and to cover all necessary expenses related to translation, legalizing the deletion certificate and any other certificates that are required to be translated or legalized COMPANY is not liable for any delay, which might occur in completing of the authorization and licenses related to the matter. In the event of the vessel is towed from the port where it presently lies, CONTRACTOR undertakes to provide the towing certificate and to bear all the costs related thereto, such as surveyor's fees, arrangements, preparations to have such certificates issued for the vessel In the event that the vossel sails or towed from the port where she presently lice, CONTRACTOR undertakes to bear full responsibilties, and settle all pot dues for departure, such as tug assistance, CONTRACTOR has to tow the Vessel after disconnection and dismantling directly to the ‘departure according to the technical specification and Conditions, ‘Transfer of the Title should be done by CONTRACTOR under Libyan Ports Authorities, However, COMPANY may assist CONTRACTOR about this matter. Stand-by time not attributed to Company, should be for CONTRACTOR’ full charge, CONTRACTOR shall pay COMPANY in US Dollar only as stipulated in Contract price as described in Appendix A. Certifying Authorities: should be utilized as marine warranty survey and provided by the Contractor. FSO SLOUG Vessel should become CONTRACTOR'S (Buyer) property totally after signing Hana Over Certiicate by both parties, and CONTRACTOR should carry out the further actions. - END OF SPECIAL CONDITIONS - User. “eo 9.955. Sing OF SO Slag Va On c =n Page 28 oF(Se) ah cow jel etl a Meliitah O11 & Gas B.v. Livyen Branch) 6.3 GENERAL CONDITIONS [Wser. [eerie [rinance “Tee He 95 Sting OFFSO Sg Vl On Coens] ga Contec ame] Tea 68rte) ek co jlill tala aia Meititah O11 & Gas Bw. (Liwyan Branch) 1 DEFINITIONS AND INTERPRETATIONS 11 Definitions For the purpose of this CONTRACT and unless otherwise stated in the text, certain words and expressions in capital letters used in this CONTRACT shal have the following meanings; it being understood that reference to the singular includes feference to the plural, as the context may require, and vice versa: 14.4. “AFFILIATE” means, in respect of any PARTY: |) Any company or other legal entity which is controled by the PARTY, or i) Any company or other legal entity which directly or indirectly controls the PARTY, or i) Any company or other legal entity which is directly or indirectly controlled by any company or other legal entity which direcily or indirectly controls the PARTY. For the purpose of this definition, “contro!” means the right to exercise the votes attaching to more than fifty percent (50%) of the issued equity shares of such ‘company or other legal entity, oF the right to appoint more than half the diractors of such company or other legal entity. 1.1.2 “APPROVED or APPROVAL’ means approved in writing, including subsequent writen confirmation of previous verbal approval 14.3. "AREA OF OPERATIONS’ or ‘WORK-SITE” means the location(s) or areas utiized in connection with the CONTRACT. 1.1.4 "Articles", “Clauses” and "Paragraphs" in referring to subdivisions of the CONTRACT shal be identified as follows: + 0) Article + 01 Clause + 001 Paragraph 1.1.8 “CERTIFYING AUTHORITY or BODY" means independent International Certitying / Inspection Authority appointed by CONTRACTOR to certify the WORK as per the CONTRACT. 14.6 °CO-VENTURER’ for the purpose of this CONTRACT means COMPANY and any other co-venturer, having an interest in the operations for which the activities described in the CONTRACT are being performed, and their respective successors- intitle and/or their respective permitted assigns. 1.4.7 "COMPANY" and ‘CONTRACTOR’ shall include, where the context so requires, divisions, subsidianes, AFFILIATES, joint ventures, officers, drectors, employees and agents, 4.4.8 "COMPANY GROUP" means COMPANY and its AFFILIATES, CO-VENTURERS, agents and its or their employees, cirectors and/or officers. 1.19 "COMPLETION’ shall mean completion of the execution of the Scope of WORK in accordance with the provision of the GONTRACT prior to HANDOVER. 14.10 COMPLETION DATE" shal ke the date as stated in Clause 6.2 the AGREEMENT. 1.1.11 ‘CONTRACT’ means the documents listed in Article 3 of the AGREEMENT and any I [corr] 9, [contrat ett) Page 0 of 651442 1.4.13 1114 1.4.15 1.1.16 war 1.4.18 1.1.19 4.1.20 44.21 4.1.22 14.23 41.28 1125 1126 User. T t (oat eo) od ot shit G Latael cutenteleo — a Meliitah Ol! & Gas B.v. (Libyen Branch) | amendment(s) to the CONTRACT DOCUMENTS issued subsequently thereto. “CONTRACT DURATION” means the duration specfied in Clause 6.2 of the AGREEMENT “CONTRACT EXECUTION PLAN’ means the current APPROVED planning document for performing the WORK containing the detailed work plan (Leval Il) and method statements, programs and procedures that has been prepared by CONTRACTOR in accordance with the Scope of WORK and incorporates the KEY DATES and requirements of COMPANY's PROGRAMME. There shall be only one CONTRACT EXECUTION PLAN at any time ‘CONTRACT PRICE” means any or all the amounts (as the context so admits) payable to of for the account of COMPANY in accordance with the provieions of the CONTRACT. "CONTRACTOR GROUP" means CONTRACTOR and its AFFILIATES, SUB- CONTRACTORS, agents and its or their employees, directors andior officers, "CONTRACTOR'S PERSONNEL" means the personne! employed, engaged or Provided by or on behalf of CONTRACTOR under the CONTRACT which shall include its SUB-CONTRACTORS’ persomel in order to execute the WORK, and whose employment (subject to the terms and conditions of the CONTRACT) may be ‘on permanent, contract, agency or temporary basis. “DAY” means calendar day. "DEFECTS" means any discrepancy, fault, failure, deficiency, error or omission in the WORK or any part of the WORK whether or not caused by negligence of CONTRACTOR. “EFFECTIVE DATE” means the date when this CONTRACT shall be deemed to have come into force as specified in Clause 7.1 of the AGREEMENT. "ENGINEERING" means all those design and services activities forming part of the WORK as described in the scope of the WORK in the TECHNICAL ANNEX "EQUIPMENT, MATERIALS andlor GOODS" means the equipment, machinery, Instruments, tools, materials and each part and component thereof to be provided by CONTRACTOR for the performance of the WORK and/or to be installed in or forming part of the WORK, and in relation to materials to be supplied by CONTRACTOR include all mechanical and electrical equipment or plant, hardware, including leased equipment for incorporation into the WORK, and’ software, apparatus, supplies, articles and things of a like nature which are intended to form or forming part of the WORK. “FORCE MAJEURE" shall have the meaning ascribed to it in Article 18 hereot, "GOOD INTERNATIONAL OIL FIELD PRACTICE” means all practices generally accepted in the Intemational Petroleum Industry as good, safe, economical, and efficient in exploring, producing, processing, and transporting oil, gas. "HANDOVER" means the handover of the FSO SLOUG Vessel to CONTRACTOR from COMPANY as evidenced by the receipt by CONTRACTOR of a HANDOVER: Cerificate signed by COMPANY "HANDOVER DATE" for the SLOUG or part thereof means the actual date of HANDOVER by COMPANY to CONTRACTOR "HOME OFFICE” means CONTRACTOR'S HOME OFFICE location(s) whore the WORK, necessary works, which can be performed. Tees gn cane epee (A “y1.4.27 1.1.28 1.1.29 4.1.31 1.1.32 1.1.33 1136 1.1.35 1.4.37 Tar ta om Cord et) ot ot Slag dail alah Mellitah ON & Gas e.v, Wivyen Branch) (INDUSTRIAL PROPERTY RIGHTS" means patents, utlly models, registered designs and models, trademarks, service marks, applications for ary of the foregoing and the rights to apply for any of the foregoing, design rights, ownership of inventions, proprietary information and/or technical know-how, copyright, authorship, whather patent able or not, and any similar rights, And to belong to Company. “invitee” means any party, other than the PARTIES, whose presence in the AREA OF OPERATIONS is at the invitation of a PARTY as a guest and not under SUB- CONTRACT or CONTRACT with COMPANY. "LEGISLATION" mean all applicable Statutes, Statutory Instruments, Codes of Practice, Guidance Notes, by-laws, regulations and directives of any local or other Statutory governing or public authority or body. "MECHANICAL COMPLETION" means the completon of the DISCONNECTION & DISMANTELING of the WORK including all Disconnection, Dismantling, inspection, testing, towing, “MILESTONE” means an event which signifies the completion of a definite portion of the WORK “MONTH" means calendar month; “PARTY” means either COMPANY or CONTRACTOR and the plural of same means both of them ‘PROGRAMME’ means the schedule of events and associated dates set out in the CONTRACT EXECUTION PLAN together with amendments to any or all such dates ‘a8 may be made from time to time. “PROJECT PROPERTY" means any item whother of a permanent or temporary nature which may be, incorporated into, purchased, appropriated or intended for the WORK whether or not such item is the property of COMPANY GROUP. or CONTRACTOR GROUP or any other THIRD PARTIES. “REPRESENTATIVES’ )) “COMPANY DESIGNATED REPRESENTATIVE" means the person or persons designated by COMPANY and authorized to act on COMPANY'S behall in matters relating to the CONTRACT. li) "CONTRACTOR DESIGNATED REPRESENTATIVE" means the person or Persons notified to COMPANY and authorized to act on CONTRACTOR'S behalf in matters relating to the CONTRACT. “SUB-CONTRACT" means any contract entered into between CONTRACTOR and any THIRD PARTY in the manner and to the extent permitted under the terms of the CONTRACT where under CONTRACTOR sub-contracts the performance of any Part of the WORK and the words “lo SUBCONTRACT” shall be construed accordingly. ‘"SUB-CONTRACT PLAN’ means a plan detaiing al parts of the WORK to be sub- contracted by CONTRACTOR giving as a minimum the following information: i) Name and address of proposed SUB-CONTRACTOR; |) Technical Evaluation: ii) Scope of Work of proposed SUB-CONTRACTOR; iv) Program of Scope of Work ¥)_ Work location ee [es] a Contracts |} Contractor] Page 2 of 65 a4.1.40 1441 1.4.42 1.4.43 12 124 122 123 124 (eet Ct ind ot Shilo dell aio | Miolliitah O11 & Gs ev. Linyan Branch) “SUB-CONTRACTOR’ means any company, corporation, fim, partnership, or any combination thereof engaged directly or indirectly by CONTRACTOR for the performance of the WORK or any part thereof. “TECHNICAL ANNEX’ means the Scope of WORK and/or Technical Specifications included in the Technical Documents and forming an integral part of the CONTRACT DOCUMENTS, “THIRD PARTIES" mean all parties other than the PARTIES to the CONTRACT, or any other party to be included to work under this subject, "VARIATION" means any addition, omission, change or modification in the WORK authorized by COMPANY. "VARIATION ORDER” shall_mean the document issued by COMPANY to CONTRACTOR evidencing COMPANY'S authorization of a change or modification in the WORK "WORK" means all the supplies. activties and services provided by CONTRACTOR under the CONTRACT, as more fully described in the TECHNICAL ANNEX and. includes any and all obligations, duties and responsibilties necessary for the Successful completion therecf, including the furnishing of PERSONNEL. reports and all MATERIALS, EQUIPMENT, facilties and services reasonably incidental theroto or any other services required by COMPANY and, where the context indicates, it ‘may also refer to the physical results of the performance of such obligations, duties and responsibilties, "WORKING AREA means the discrete portions of the WORK-SITE within which COMPANY has authorized CONTRACTOR to perform the WORK Interpretation The CONTRACT constitules the entire agreement between the PARTIES with respect to the subject matter hereof and the documents listed in the AGREEMENT Shall include the provisions and terms agreed upon between the PARTIES, and shail supersede any other agreements, communication previously incurred between the PARTIES, and shall constitute the final document of the concordance and ‘engagements the PARTIES have undertaken to perform the WORK The several documents forming the CONTRACT are to be taken as mutually explanatory of one another, but in case of ambiguities or discrepancies the same. shall be submitted to COMPANY'S DESIGNATED REPRESENTATIVE, who shall thereupon issue to CONTRACTOR instructions directing in what manner the WORK is to be carried out. Titles and headings of Articles and Clauses mentioned in this CONTRACT are inserted for identification and convenience of reference purposes only and are not construed to confine, limit or describe the scope of the CONTRACT or the intent of any provisions thereof, and shall not affect the construction or interpretation of the CONTRACT. Any provision herein which in any way may contravene the applicable laws or ‘egulations of any jurisdiction to which the CONTRACT is subject to, shall be deemed, to the extent of such contravention, severable and of no force or effect and shall not affect any other provisions of the CONTRACT 2. SCOPE OF CONTRACT [User athe [France | Sing OFF50 Shag Vem Onn pee Pai - Cons cee]32 48 4 444 5 64 52 524 (ee) tt Shit denial tbe Miellitah O11 & Gas B.v. (Livyan Branch) The scope of the CONTRACT is detailed out in the TECHNICAL ANNEX. The Required service, as the areas of intervention are described in deiail in Appendix D INDEPENDENT CONTRACTOR CONTRACTOR shall act as an “independent Contractor’ and the relationship of COMPANY and CONTRACTOR shall not be that of principal and agent (except where COMPANY specifically authorizes in writing for CONTRACTOR to act as agent for COMPANY), or of employer and employee. CONTRACTOR shall not, by vitue of aciing as agent (if authorized by COMPANY), be relieved from any of its obligation or lability under the CONTRACT CONTRACTOR shall be responsible for, and shal have exclusive direction and complete control of ts agents, employees and SUB-CONTRACTORS engaged in the performance of the WORK, and shall have complete control over the detals of the WORK end the manner in which the WORK shall be performed and accomplished, subject to compliance with the CONTRACT, and being responsible towards ‘COMPANY only for the results of the WORK CONTRACTOR shall be liable for the performance and control of the WORK, management of iis PERSONNEL and ofits SUB-CONTRACTORS, and in general for whatever else necessary to allow CONTRACTOR to execuie and complete the WORK according to Appendix D. TENDER BOND (DEPOSIT) CONTRACTOR shall, at its own cost and expense, provide COMPANY with an irrevocable, unconditional and confirmed Tender Bond in a form of deposit amount equal to US$150,000.00 (One Hundred and fifty thousand US Dollar) issued by an International Bank acceptable to COMPANY ‘The Tender Bond shall be in the format and in accordance wth the terms specified by COMPANY (as per specimen provided in the APPENDIX B and shall be Provided with the ofer and shall be kept valid throughout the CONTRACT DURATION. CONTRACTOR'S KNOWLEDGE OF THE WORK Competency CONTRACTOR warrants that it is a competent, qualified and experienced contractor (in carrying out work similar to, or the same as the WORK), equipped, organized, insured and financed to perform the WORK in an efficient and professional manner ‘and meeting all of the requirements of the CONTRACT Knowledge of the WORK CONTRACTOR shall have satisfied itself as to the nature of the WORK, including but not limited to, the project management and supervision, the obtaining of permits, licenses, consents end authorizations, and all other necessary services, PERSONNEL, labor, and MATERIALS required for the proper performance of the WORK, AE [contador] sath) | Finance [coniracts| Tene Me 985 ela OFF50 Siu Vel On Age er Ba - Ces, iPad) Page 4 oF 65 ey elem) = URE Jus}} A oe "a SOCote) ol ot shite dail ateebo. Mellitah Ol! & Gas B.v. (Libyan Bn affecting the WORK and as to the possibilty of executing such WORK as shown and described in the CONTRACT and that it has adequately considered and evaluated ail costs and risks of its pertinence, and as such agrees with the AGREEMENT suitable for the case and compensations equitably remunerating for performing the WORK 523 Any parts of the WORK, not expressly referred to in the CONTRACT but are inherently necessary to complete the WORK in accordance with the standards set ‘out in the CONTRACT, shall be performed by CONTRACTOR and shall be deemed to have been included in the CONTRACT PRICE 6 SLOUG ACQUAINTANCE 6.1 CONTRACTOR shall be deemed to have inspected the Sloug, SPM and its surroundings and obtained for itself on its own responsiblity all necessary information and shall have be fully acquainted with the Sloug where the WORK is to be performed and shail be solely responsible for satisfying itself concerning the nature and location of the WORK. and the general and local conditions, including but not limited to the following i) physical conditions of the Sioug and surrounding areas as a whole il) seasonal, climatic and meteorological conditions thet averagely occur at the Sloug: ii) environmental conditions and considering its protection procedures including Ateas of Scientific Interest, Special Protection Area: iv) availabilty and quality of labor, power and water supplies, and road conditions ¥) transportation, right-of-way and access, disposal, handling and storage of MATERALS, vi) facilties, consumables and supplies needed preliminary to and during the performance of the WORK; vil) National or local LEGISLATION. 6.2 Therefore, CONTRACTOR has acknowledged that it has setisfied itself as to all the conditions and circumstances affecting the WORK and as to the possibilty of ‘executing such WORK as shown and described in the CONTRACT, and that it has adequately considered and evaluated all coste and risks of its pertinence, and as such agrees with the AGREEMENT suitable for the case and compensation equitably remunerating for performing the WORK. 7 PERMITS AND LICENSES 74 CONTRACTOR shall obtain in a timely manner, and maintain all permits, licenses, consents, authorizations and approvals, and give all notices and pay al sums as may bbe necessary in connection with the performance of the WORK. CONTRACTOR shall, if so requested by COMPANY, provide COMPANY with documentary evidence of compliance with the foregoing, 7.2 Unless otherwise specified, CONTRACTOR shall procure all necessary permits including all visas, sojourn and work permits for its PERSONNEL involved in the WORK and licenses in connection with the performance of the WORK. Boo [raph aoe corres ee omer Page 38 of =]73 74 a2 83 84 as 92 93 94 05 6 (eet Ct) od ot Shildon Meliitah O11 & Gas B.y. «wyan erancny a a ee All costs for compliance with all LEGISLATION and obtaining all visas, sojourn, Permits, licenses, consents, authorizations and APPROVALS applicable to the WORK shall be for the account of CONTRACTOR, COMPANY ‘shail give assistance as may be necessary to CONTRACTOR jn connection with the performance of its obligations under this Article 7. COMPANY'S OBLIGATIONS: Support and assistance as necessary in the form of supporting letters to enable CONTRACTOR to obtain visas and permits or authonzations required for the Rerformance of the WORK in Libya. However, it is CONTRACTOR'S duty and responsibilty to obtain such visa and permits, To furnish to CONTRACTOR such data as is required for the execution of the WORK and shall give timely APPROVAL and decisions when required, First Aid Assistance for CONTRACTOR Personnel and its Subcontractor (if any). ‘Accommodation and catering on-board. Company will provide transportation of Contractor Personnel from Tripoli/Malta ~SLOUG and vice versa via available Helicopterivessel. CONTRACTOR'S OBLIGATIONS The CONTRACTOR undertakes that it is experienced in the type of SERVICES to be Performed hereunder and the CONTRACTOR's PERSONNEL are experienced in the {ype of SERVICES and have the relevant technical and engineering knowedge. Tho SERVICES shall be carried out in accordance with the provisions of this CONTRACT and to the satisfaction of the COMPANY REPRESENTATIVE. The CONTRACTOR shall ensure that the CONTRACTOR'S PERSONNEL exercise due care in the performance of the SERVICES CONTRACTOR shall be solely responsible for the performance of the SERVICES and for the adequacy in accordance with the Scope of Work. Payment to COMPANY as stated in Agreement and Special Conditions. CONTRACTOR shall arrange and meet the cost of all expenses associated with the PERSONNEL provided by CONTRACTOR under the CONTRACT, including but without limitation, all wages, salanes, overtime, taxes, benefits. allowances, social seourity contributions, and (save as may be otherwise expressly provided herein) the cost of visas, passports, accommodation, subsistence, travelling (including travels for rew rotation), insurance and medical treatment, and desert passes). CONTRACTOR shall hold harmless and indemnify COMPANY from any claims whatsoever that COMPANY is required to pay in respect of CONTRACTOR's PERSONNEL utilized in respec of this CONTRACT. CONTRACTOR shall comply with labor and social security laws and regulations in Libya. CONTRACTOR shall, so requested by COMPANY, provide proof of compliance with such laws and regulatons. ‘The CONTRACTOR shall liase with the COMPANY REPRESENTATIVE to ensure that the SERVICES are satistactorly performed in a safe and timely manner Tene 955 Sing CF Show Yon On AAA Cu [contracts] Gm Contractor | on. [reo [oe [eee [ole Pagers(oe Eo) cob ot Shel Real mali Meillitah O11 & Ges BV. (Cibyan Branch) 10 DESIGNATED REPRESENTATIVES. 10.1 COMPANY'S REPRESENTATIVE 10.11 COMPANY shall, by notice in wiiting to CONTRACTOR, appoint COMPANY DESIGNATED REPRESENTATIVE who shall have such authority and power to act for and on behalf of COMPANY on such matters in connection with this CONTRACT ‘as shall be specified in such notice 10.1.2 Only COMPANY DESIGNATED REPRESENTATIVE js authorized to receive on behalf of COMPANY notifications, information, and decisions of | the CONTRACTOR under the provisions of this CONTRACT. 10.2 CONTRACTOR'S REPRESENTATIVE 10.2.1 CONTRACTOR shall by written notice to COMPANY nominate the Project Manager (or any other designation CONTRACTOR may use to reflect its seniority in the organization) as CONTRACTOR DESIGNATED REPRESENTATIVE. 1022 CONTRACTOR DESIGNATED REPRESENTATIVE shall have the authority to commit CONTRACTOR to any course of action or mission within the rights. and obigations of CONTRACTOR under the provisions of this CONTRACT, and shall notify COMPANY of ali information and decisions of CONTRACTOR and receive from COMPANY all instructions and communications. All notifications, information, decisions, actions andiot omissions by CONTRACTOR DESIGNATED REPRESENTATIVE shall bo as if from CONTRACTOR and shall commit CONTRACTOR. All such communication shall be between the appointed representatives or their delegated assistant(s) of CONTRACTOR and COMPANY 11 CONTRACTOR'S RESOURCES 111 Personnel 11.1.1 CONTRACTOR warrants that it has the experience and capabilty including sufficient and competent personnel to efficiently and expeditiously perform the WORK. 11.1.2 CONTRACTOR shall make its own arrangement for the engagement of personnel, local or dhawise, and save in s0 far as this CONTRACT otherwise provides, for their equipment transport, maintenance, payment. 11.1.3 CONTRACTOR further warrants that it shall continuously provide such personnel shall not be replaced without the prior APPROVAL of COMPANY to a suitable Successor. In order to ensure that continuity of the WORK is maintained, any replacement shall work alongside the person who is to be replaced for a HANDOVER period at no cost to COMPANY. 11.1.4 CONTRACTOR shall be solely responsible for all costs and expenses (including but not limited to, salary, taxes, benefits, pension, medical and life assurance, contributions and other payroll burden and emoluments whatsoever) incurred in connection with the employment and administration of CONTRACTOR'S PERSONNEL and all matters relating thereto, 11.1.8 CONTRACTOR shall provide and pay for the transportation of its own PERSONNEL from point of origin to Tripoli or Malta and vice versa and all logistic assistance and related costs in Tripoli or Malta a ee een 135~Stg OF 150 Shug Vee On “Ass. Kise ~ Con re Aa Fl) Page 37 of116 (te) od oe Slated deal ccieebo Meliitah ON& G 'S BLY. (Libyan Branch) CONTRACTOR shall be responsible for the safety of its PERSONNEL and for Payment of compensation in respect of any accident or injury or occupational disease suffered by them. 12 HEALTH, SAFETY AND ENVIRONMENTAL (HSE) COMPLIANCE 12.4 124 12.1.2 12.13 122 1224 1222 1223 12.24 HSE Compliance CONTRACTOR shall give all notices and otherwise fully comply with all laws, statutes, regulations, ordinances, rules, standards, orders or determinations of any governmental authority (including related determinations, interpretations, orders or ‘opinions by any judicial or acministrative authorty) which nas jurisdiction over CONTRACTOR, the WORK or the WORK-SITE or AREA OF OPERATIONS Pertaining to protection or conservation of the eir, land, water, human health, industrial hygiene or other aspects of the environment. Without prejudice to CONTRACTOR'S responsibilty to provide for health, safety and ‘security of CONTRACTOR'S PERSONNEL and to observe the respective laws and regulations of the WORK-SITE and AREA OF OPERATIONS. CONTRACTOR shall comply with COMPANY'S health and safety measures as advised from time to time by COMPANY'S HSE officers, CONTRACTOR'S obligation to observe health and safety measures according to this. Article 12 shall be considered an essential and basic obligation; failwe to comply with which shall give COMPANY the right to suspend or terminate the CONTRACT. Management of HSE, Quality and Radiation (HSE-QR) The WORK shall be carried out under "HSE-QR Management System’ conditions, in compliance with environmental requirements, health and safety requirements and in accordance with COMPANY'S “Qualty and Execution Requirements” Speciticatons, if and where relevant, with the purpose of avoiding any anomalous environmental impact and minimizing any foreseeable risks. Throughout the CONTRACT DURATION, CONTRACTOR shall ensure that it has in place and in operation suitable and effective arrangements comprising Project documented systems for the management of HSE-QR which comply with the relevant EU and national LEGISLATION for management of HSE-OR at the WORK CONTRACTOR shall be responsible for identifying and applying the requirements of ail such LEGISLATIONS CONTRACTOR shall prepare, and submit to COMPANY for acceptance, a Project, HSE-QR (Health, Safety, Environment, Quality, Radiation Protection) Plan and Philosophy (le., Integrated Quality Pian and any documents specified therein) connected with the WORK. as specified in the “Quality and Execution Requirements” Specifications so that COMPANY may be reasonably satisfied that, if the Plan is properly applied and performed by CONTRACTOR, the WORK may be performed by CONTRACTOR ‘safely, efficiently and in compliance with all relevant LEGISLATIONS and COMPANY'S requirements, Review by COMPANY of the HSE-QR Plan submitted by CONTRACTOR shall not absolve CONTRACTOR of any of its responsibilities under the LEGISLATION or this CONTRACT. COMPANY reserves the right to call for changes to the Plan if, in the opinion of COMPANY, the Pian or any part of it will lead to achievement of COMPANY'S objectives. Page 38 of 63(ef) ol gt Slag dail ccihe Mellitah Ol! & Gas na. (Libyan Branch) 12.2.5 Without prejudice to CONTRACTOR'S liabilites hereunder, COMPANY reserves the right to confim to CONTRACTOR in writing itsagreement to the above documentation within ten (10) DAYS after receipt thereof No response by COMPANY within the aforesaid period shall amount to acceptance of the documentation submitted by CONTRACTOR The acceptance of said documentation shall not relieve CONTRACTOR from its responsiblity for non-compliance with any of the provisions of above documentation 12.2.6 CONTRACTOR shall have implemented and have in place at the commencement of the WORK, and maintain for the duration therecf, a formal documented Quality Management System based on tha! part of the ISO 9000 series of standards relevant to CONTRACTOR'S part of the WORK. At CONTRACTOR'S discretion, the System may be integrated with or stand apart from the system for management of HSE-QR required under Paragraph 1323 but shall be capable of providing a system for managing and verifying the quality of the WORK so as to meet COMPANY'S requirements. 1227 CONTRACTOR further covenants, warrants and represents that CONTRACTOR'S PERSONNEL and the personnel of its SUB-CONTRACTORS are suitably trained to salely perform the WORK. 12.2.8 CONTRACTOR shall ensure that PERSONNEL iniended to work offshore have been both medically examined and under‘aken valid safety, fire-fighting, H2S and survival training APPROVED by OPITO, and are in possession of current certificates thereof CONTRACTOR shall not change or otherwise remove from the WORK personnel who are identified within this CONTRACT as KEY PERSONNEL from HSE-OR perspective, without giving COMPANY a minimum of twe (2) Days notice in writing 1229 CONTRACTOR shall not permit the access of any of its PERSONNEL or personnel ofany of its SUB-CONTRACTORS to COMPANY'S Premises/Plant without COMPANY'S consent. 12210 CONTRACTOR shall consult with COMPANY'S Safety Department over any problems of industrial safety. 122.11 CONTRACTOR shall submit to COMPANY, within Three (3) DAYS of the date of the injuryldamage, the Accident Report, using COMPANY'S ad hoc Forms, 122.12 CONTRACTOR shall perform all necessary hazard, risk assessment and interface ‘isk studies associated with the WORK 122.13 CONTRACTOR shall ensure that the protection of the natural environment forms part of ‘ts proposal for performing the WORK and shall take steps to minimize any uisance which may occur during the performance of the WORK 43. VARIATIONS TO CONTRACT TERMS ‘No variation of any of the terms of the CONTRACT shall be valid unless it is in writing and signed by or on behalf of each of the Parties hereto. The expression ‘variation’ shall include any variation, supplement, deletion or replacement whatsoever. 14 SUSPENSION AND STOPPAGE OF WORK 141 Suspension COMPANY shall have the right by notice in writing to CONTRACTOR to suspend the WORK or any part thereof for reasonable reasons, from time to time or at any time at 5 es an Ce A Page 3 of mee Test No. 155- Sting OF150 Sha Vou On “Aare LAr(ee) ot ot ShatlG hentai cette Melilteh O11 Gas ev. (Livyan Branch) its sole discretion. CONTRACTOR shall upon receipt of such notice comply therewith and shall cease all progress on the said suspended part of the WORK, but shall continue to perform any unsuspended part of the WORK with all due diligence. 15 TERMINATION OF CONTRACT 15.1. Termination Procedure 15.1.1. Any termination shall become effective as of the date and in the manner specified in the notice of termination and shall be wthout prejudice to any ciaim which CONRACTOR may have against COMPANY 18.1.2 On receipt of such termination notice CONTRACTOR shall, unless otherwise directed by the notice, immediately discontinue the WORK and/or the placing of ‘orders in connection with the performance of the WORK and shall, if so requested, Use any reasonable effort to cancel all existing commitments upon terms satisfactory to COMPANY, and shall thereafter perform only such portion(s) of the WORK as may be necessary to preserve and protect the part of the WORK already in progress and to protect ali CONTRACTOR'S or COMPANY'S GOODS located at CONTRACTOR'S base or in transit thereto. Company may terminate the Contract with prior notice of 15 Fifteen days. 152 Termination of CONTRACT for CONTRACTOR'S Default 152.1 Same as specified in other clauses hereof, COMPANY shall be entitled to terminate the CONTRACT or any part thereof, without any compensation or liability to CONTRACTOR, in any of the following cases: i) CONTRACTOR has not commenced the WORK by the appointed date, due to causes under its control and/or has not completed the WORK within the agreed peried, due to reasons under ite control; ii) CONTRACTOR refuses to perform the WORK in accordance with the terms. set forth herein; i) CONTRACTOR fails to substantially comply with its obligations and tabilties as set forth herein, or is in material or persistent breach of any other of its ‘ebiigations under the CONTRACT, iv) CONTRACTOR fails to secure the registration in accordance with Article 8 of the AGREEMENT; V) CONTRACTOR becomes insolvent to its creditors or has to assign its GOODS for the benefit of creditors; its fim is placed in liquidation o is adjudicated in bankruptcy; has been, of is in process of being, subjected to ‘any form of composition proceedings: vi) CONTRACTOR dissolves or terminates its corporate ex'stence other than by merger or reorganization into an AFFILIATE. or an order is made by a Court ‘r an effective resolution is passed for the dissolution, liquidation or winding up of CONTRACTOI vi) CONTRACTOR assigns the CONTRACT to THIRD PARTIES or SUB- CONTRACTS the WORK without COMPANY'S prior written consent, vii) CONTRACTOR fails to comply wth the current LEGISLATION relating to taxation, insurance, salaries, wages and social security contributions for its PERSONNEL and safely, LEGISLATION. T[tmwee [ora] capa [La [Teonnaen cme] Page 40 of 65 (ede ‘Tend No 985- Stn OFS0 Seg Vena Ap Were aC(ot C8) ok ot Sal G deal ines Mellitah O11 & Gas BV. (Libyan Branch) is) CONTRACTOR makes VARIATION(S) to the scope of the CONTRACT without COMPANY'S prior APPROVAL and/or authorization >) CONTRACTOR fails to meet the quality assurance and environmental Fequirements during the execution of the WORK: %) FORCE MAJEURE events persist for a period in excess of 6 ty (60) DAYS, 1822 It COMPANY considers that one of the aforessid causes of termination exisis, 1 CONTRA eagPh 152.2(v) and (vi), COMPANY may give written notice (eee K,GONTRACTOR requiring CONTRACTOR to remedy such cause utente (10) DAYS of receipt of COMPANY'S notice 15.2.3 If, upon the expiry of the aforesai 15.24 If COMPANY terminates the CONTRACT, CONTRACTOR shall cease performance of ihe Serminated WORK immediately but has to avold any probleme atten may Cause any negative consequence. 182 COMPANY shail then be entitled to be reimbursed, within forty five (45) DAYS of ncaa DY, CONTRACTOR'S ofthe relevant debit note for all direct damages inconed in connection with such termination. ‘Such direct damages payable by CONTRACTOR shall be limited to: ') the actual cost of THIRD PARTIES incurred by COMPANY to complete the WORK and; ') the actual cost of COMPANY'S Project Management Team incured by COMPANY as a result of such termination, 18 PROPERTY Property in the WORK or any part thereof including but not limited to al drawings, fies, Secuments, calcuations, software, data, information, MATERIALS and other long go peed for gncitonally to COMPANY as soon as the item is prepared, Incorporated fe oe 17 PAYMENT SONTRACTOR shall pay COMPANY tho Contract Price as stipulated in Article 10 of Special Conditions, with the following. Beneficiary Name: Mellitah Oil & Gas B.V Bank Name: Libyan Foreign Bank Account Number, 40339 Bic: LAFBLYLTXxx. (Currency of Payment: US Dollar pee 5 [wee [a> [at [Use Tine io. 955~ Sling OFFS0 Se Vout nas fer haa com Aven Ll Ky) eenaa] [contracts](oe Ea) ol ow Sli lg daeild adeno Mellitah O11 & Gas B.v. wiwyan Branch) 18 ASSIGNMENT AND SUB-CONTRACTING 18.1 Assignment 1 CONTRACTOR agrees not to assign the CONTRACT or any part thereof without the prior written consent of COMPANY: such consent shall not ‘be writing to do so. ' CONTRACTOR shall not assign the CONTRACT or any part thereol to a SUB- CONTRACTOR or any AFFILIATE or subsidiary company without the price waoe consent of COMPANY; ‘such consent shall not be unreasonably pithheld, Provided that CONTRACTOR remains liable for all its obligations hereunder. 182 Credit Assignment ‘| None of CONTRACTOR'S credit under this CONTRACT may be assigned, i being understood that CONTRACTOR shail be solely responsdie for falure to comply with this condition Furthermore, CONTRACTOR may not, under any circumstances, entrust THIRD PARTIES with special orders to Pay the payments to Company or in any case to adopt any kind of delegation as far as action of payment is concemed, 18.3 Sub-contracting 18.3.1 CONTRACTOR shall not SUB-CONTRACT al or part of the WORK. 1832 However, CONTRACTOR may SUB-CONTRACT any portion of the WORK with the Prior written consent of COMPANY to an AFFILIATE or subsidiary of CONTRACTOR and in euch case CONTRACTOR shall not be relieved of its duties, obligation, warranties, liablties and responsibilities as set forth in the CONTRACT. 1833 CONTRACTOR shall n'a timely manner, natty COMPANY before issuing any Snduiries or invitation to tender for any proposed SUB-CONTRACT. CONTRACTOR Shall make avaiable to COMPANY all information regarding the proposed SUE. CONTRACTORS including the terms and conditions of the proposed SUB. CONTRAGTS together with a complete and detailed description of the work te be SUB-CONTRACTED CONTRACTOR shall provide to COMPANY copies of al executed SUB-CONTRACTS. 1834 CONTRACTOR shall only select and use those SUB-CONTRACTORS, for those Paris of the WORK, as are acceptable 1o and APPROVED by COMPANY. 1835 Whenever APPROVED by COMPANY, the WORK sub-contracted to THIRD PARTIES shall continue to be the sole responsiblity of CONTRACTOR both in connection with the progress and execution of the sub-contracted work. it being understood that the SUB-CONTRACTORS and relevant personnel and MATERIALS shall be considered as CONTRACTOR'S employees and property, 183.6 CONTRACTOR shall be solely responsible for the acts and omissions of the SUB- CONTRACTORS, their employees and agents, as though they were the acts and omissions of CONTRACTOR, However, CONTRACTOR may SUB-CONTRACT any tor Page a2 oF 65(HE) od ot Shit alld dio, Mellitah O11 & Gas BV. (Libyan Branch) Portion of the WORK with the prior written consent of COMPANY to an AFFILIATE or Subsidary of CONTRACTOR and in such case CONTRACTOR shall not be relieved of its duties, ebligations, warranties, labilties and responsibilities as set forth in the CONTRACT. 18.3.7 No SUB-CONTRACT shal: 1) Create any contractual relationship between such SUB-CONTRACTOR and COMPANY; Impose upon such SUB-CONTRACTOR terms less onerous than those contained in this CONTRACT taking into account the nature of the WORK to be Performed under such SUB-CONTRACT and the CONTRACT value of such ‘SUB-CONTRACT. 1838 CONTRACTOR shall ensure that every SUB-CONTRACT shall contain @ confidentiality undertaking imposing on any SUB- CONTRACTOR obligations similar to that undertaken by CONTRACTOR; ") contain restrictions on and provisions relating to SUB-CONTRACTING to the same effect as herein contained, ensure that the rights of COMPANY and the relevant requirements in the CONTRACT regarding SUB-CONTRACTORS are effectively provided for in any SUB-CONTRACT. 183.9 All SUB-CONTRACTORS performing work at the WORK-SITE shall be security vetted and any acceptance by COMPANY of such SUB-CONTRACTORS will be ‘Subject to securtty APPROVAL by the relevant authorities, 19 PATENT PROPRIETARY RIGHTS 19.1 Indemnification 19.11 CONTRACTOR shall hold harmiess and indemily COMPANY from and against all ‘actions, claims, demands, costs, charges, proceedings and expenses arising from or Incurred by resut of any infringement of letters, patent, design or copyright in respect of any processes, EQUIPMENT, tools andior Materials supped by CONTRACTOR 181.2 GOMPANY on its part warrants that any design or instruction furnished by it shall not be such as to cause CONTRACTOR te infringe any patent, design or copyright in the performance of the CONTRACT. 18.1.3 COMPANY shall hold harmless and indemnify CONTRACTOR from and against all actions, claims, demands, costs, charges, proceedings and expenses arising from or incurred by result of any infringement of letters, patent design or copyright in respect f cesign or instructions furnished by COMPANY. 19.14 All findings and results and in particular all industrial property rights, patent or non- Patent, as directly obtained through or in the course of the WORK under te CONTRACT and based on COMPANY'S data shall belong to COMPANY 20 FORCE MAJEURE 20.1 Cases of FORCE MAJEURE 20.1.1 For the purpose of this CONTRACT, the expression FORCE MAJEURE shall mean any circumstances or events so listed in Paragraph 20.1.2 below or of a like kind beyond the reasonable control and contemplation of the PARTY affecied which Prevent or impede the due performance of the CONTRACT. being circumstances or Tend o.955- Sein F780 Sg Val Os “OTs Where Basen Page 49 oF «5 [snonce [oe] tag [Lox [corres] gp] comma] a)Com C8) nk ot Shit da iadeg Meliitah O11 & Gas ev. winy. Branch) Sipe hich could not have been prevented or avoided by the ‘exercise of due diligence, prudence or the adoption of all precautions, Same a8 specifically mentioned in Paragraph 20.1.2 below, weather conditions shall reoocnattute FORCE MAJEURE. The shortage of lator, mete on other which ate theme constitute FORCE MAJEURE unless ceused by cheunetenr en which are themselves FORCE MAJEURE. 204.2 The circumstances which shall (provided they fulfi the equirements of Paragraph 20.1.1 above) be within the definition of FORCE MAJEURE sie ) Acts of God; l) Decrees of Government; it) fires, explosion; iv) earthquake, flood, lightning, ¥) hurricane (Beaufort Force 12 and above); W) acts of war, invasion, hostiities; Wi) rebellion, revolution; vil) riot 5) sabotage: in this sense measures as boycott enacted by ‘any country's Pot construc tm the intent of causing prejudice to the interests of Litya, shat ot constitute a case of FORCE MAJEURE %) _fonizing radiation, contamination by radio activity, Xi) pressure waves from aerial devices or martime disaster. Los eIeeSs agreed that any strice(s) caused by and/or resulting from TONTRACTOR'S corporate potcy andior decisions ~ albet this my inane outside firms ~ shall be deemed as being due to a default by CONTRACTOR; under no rcumstances shall any Such strikes(s) count as FORCE MAJEUR 20:13 The PARTIES shall be releved from labilty under the CONTRACT to the extent that comely wine reumstance or event of FROCE MAJEURE, they have failed te MAJEURE, 20.14 In the event CONTRACTOR should be delayed in the completion of the WORK by Tragen ef FORCE MAJEURE, the time within which the WORK is to be completed tnder the CONTRACT shall be extended forthe period corresponding to such delay, 202 Notification of Caso of FORCE MAJEURE 202.1 APARTY seeking roiof under this Article shall immediately notify in writing the other 2022 The PARTIES shall digenty do all that is reasonably possible to Femove or repair the Sffects of FORCE MAJEURE and shall resume the performence oc soon as 20.3 No Claims for Damages due to FORCE MAJEURE 203.1 The occurence of a FORCE MAJEURE cause shall not entitle CONTRACTOR to ar be tancation whatsoever from COMPANY for damages suffered by lis herr and its faclties and/or for the interruption of the WORK and the relevent stand-by. [Fanee [oe onde N95 ~ Sing 150 Slug Vel On Uifc Whee nf ats emma(oe 68) oll cot Shit IG diet eielg. Mellitah O11 & Gas BY. (Libyan Branch) 2082 Likewise, COMPANY shall not debit CONTRACTOR wih ay charge Te ike celay ‘consequently occuring with regard to COMPANY'S programs, 21 INSURANCE 21.1 CONTRACTOR'S Insurance 21-114 Prior to commencement of the WORK, CONTRACTOR shall, at its own cost and Srponse, effect and mainiain, and shall ensure thal its SUB-CONTRACTORS etfog Feeenatntain throughout the CONTRACT DURATION, insurance pouces wilt Parrers and under forms of policies satisfaciory to COMPANY, which shall incl ae but nox lmited to the minimum Iypes and amounts set out in Ciauee 24 Alton, policies shal be suitably endorsed as to territorial andior navigational lintatone indude the WORK covered under the CONTRACT. CONTRACTOR shall base any and all expenses, deductibles or franchises incorporated therein 21.4.2 CONTRACTOR shal provide COMPANY with a Certificate of insurance endorsed by CONTRACT, unless a current Certficate has already been provided to COMPANY. 211.3 Faiture to secure the insurance coverage, or the fallure to comply fly with any of the on trace provisions of this CONTRACT, or the failure to secure such endorsements On,tne policies a8 may be necessary to camry out the terms and provisions of the GONTRACT. shall in no way serve to relieve CONTRACTOR from the blgations of this CONTRACT. 212 Minimum Amount of insurance Coverage 21.2.1 The minimum amounts of insurance coverage that CONTRACTOR must slipuiate in accordance with this Clause 21.2 are as follows )) Against damage to and loss of CONTRACT WORK including COMPANY'S ‘materiale covering the total value of the CONTRACT: ') USS 23,000 (US Dollars Twenty Three Thousand) in respect of damages due or related to pollution li) Against accidents or damages to THIRD PARTIES: * Foriiiness. bodily injury andior death — per occurrence US$25,000 * For property damage ~ per occurrence US$300,000 '") Workers Compensation and Employers Liabiity coverage to the full extent required by law in the place where any work is undertaken or whatever contrasts of employment with CONTRACTOR'S employees are made or expressed to be made, ¥) All fisks coverage for physical loss or damage to property and/or EQUIPMENT Qwned leased or provided by CONTRACTOR or any ofits SUB-CONTRACTORS for the full replacement value thereof 7122 In the [event that liability for any injury, loss or damage be denied by CONTRACTOR'S Underwriters in the whole or in part because of breach of sad Insurance herein required, CONTRACTOR shall hold harmless, defend, ond indemnity COMPANY against all consequent claims, demands ‘and expenses Including attomey's fees. 22 LAW OF THE CONTRACT 22.1 Governinglaw [oe [tide 3 | rane [ES aa Ltn) Page 45 oF Homey](Hee) od ot Sli Ig dade wiete Mellitah OF! & Gas By. (Libyan Branch) Metvestions arising out of the CONTRACT. including but not limited to ite vail, interpretation, performance or breach shall be governed by and interpreted accordance with the laws of Libya 22.2 Compliance with the Laws CONTRACTOR shall comply with all aws, rules, regulations, ordinances, judgments, orders and other official acts of any governmental authority which are in force now oy may, in future come into force, applicable to CONTRACTOR, CONTRACTOR'S business, EQUIPMENT and personnel engaged in the performance of the CONTRACT, of arising out of or incidental {o such performance all in accordance wih the CONTRACT 23 DISPUTES 23.1 Disputes 23.1.1 Any dispute between the PARTIES arising out of or in connection with the CONTRACT, or the breach thereof, shal, f the PARTIES are unable to mutually resolve such dispute, be finally settied by Libyan Courts, 7312 CONTRACTOR shall, nevertheless, complete the WORK, if $0, directed by COMPANY. 232 Libyan Jurisdiction and Arbitration 2321 The Libyan Judiciary shall be competent to consider the dsputes arising from the Contract for the works under Contract, and executed in Libya, 232.2 The WORK shall continue throughout the arbitration proceedings unless otherwise required by writen notice fom COMPANY. If CONTRACTOR suspends or discontinues the performance of the CONTRACT WORK or part thereof during the Deliberation proceedings, other than pursuant to the aforesaid written notice from COMPANY ot pursuant to suspension. COMPANY shall have the right (o terminate the CONTRACT. 24 TAXATION 241 Erroneous Payment 241.1. The erroneous payment of taxes by CONTRACTOR, or higher costs due to @ wrong interpretation of fiscal standards and laws or any penalty applied by the Authorities to CONTRACTOR for delayed or omitted payment of pertinent taxes, shall not give CONTRACTOR any right to request reimbursement or any kind of indemnification from COMPANY which, in tum, shall be waived from any and all responsibilities and indemnified by CONTRACTOR, should, for causes imputable to CONTRACTOR, COMPANY sustain any expense for the above-mentioned reasons 25 LIQUIDATE DAMAGES. 25.1.4 If CONTRACTOR fails to commence the WORK stated in the Article 6.2 of the Letier of Agreement for reasons attributable to CONTRACTOR, or fails to Complete the Payment to Company on the specified date, or Coniractor fails to Compote the werk on specified time, COMPANY shall be entitled to charge CONTRACTOR a penalty equal to 0.5 percent (0.5%) of the Contract Price for each day of delay afler the EFFECTIVE DATE due to not performing the work or its duties under the Contract, and upto Ten percent (10%) of total contract value lad 7 | tapal [contacts "Tener. 23 ~seling FSO Sloug Vel On “Ai Wher it Bass Cam Ara Bi 1 | contrecter] as](Seed) ok cot Shit Ng deaiaiald cies Mollitoh O11 & Gas ev. (Lieyansranch) CONTRACTOR from its Liability under this Contract, as well as having effect of limiting ¢F cancelling those rights and obligations of the Parties under this Contract, 27 NOTICES 27.1 Service of Notice £0Y notice under the CONTRACT between the PARTIES required to be in wrting and bear COMPANY's CONTRACT Number shall be generally deemed to be served CEuvered to a culy authorized representative, personally, by regietered mail, or sert by telex or fax to COMPANY or CONTRACTOR, as the case may be, to the addresses indicated below, 27.2 Any notification under the CONTRACT shall be mado by letter, cable oF telex to the folowing addresses: COMPANY: Mellitah Oil & Gas B.V, Libyan Branch Dahra Kabira Street Building 1, Red Side 4" Floor, P.O Box 91654 Tripoli - Libya Phone: (00 218 21) 3335135 ~ (21297); Fax (00 218 21) 446293, Attn: Chairman of FSO Sloug Selling Committee ‘CONTRACTOR oe BS ee - END OF GENERAL CONDITIONS = V4] contractor] « Page 47 of 65 claws(Set C2) ot cot Shit Hetil alte Mellitah O11 & Gas BY. Wibyan Branch) 7. APPENDICES tees | Cai | cones] phd Convenor am] Stig OFF30 Si Vat OA Ba - Corre Page 48 oF 6s(Sl C8) ld ot SRNNG denial catalase Meilitah Ol & Gas By. Wye eranchy APPENDIX A COMMERCIAL OFFER (CONTRACT PRICE)(OE) ot oy GRNIG Lai beg, Mellitah Oi! & Gas ev. wityenerencn) APPENDIX A COMMERCIAL OFFER (Contract Price) ‘The Commercial offer shall be as follows in the separate sealed envelope 1. Total Lumpsum price of the Contract in USD 2. Break down cost of the activities performed by the Contractor as below in USD: Cost of Disconnection. Cost of Towing, Cost of Tank Cleaning. Any other Cost. Remaining amount to be paid to the Company. > 50% of the Total amount pay to the Company at mobilization to the Worksite, » 50% of the Total Amount pay to the Company before Handover Contractor stamp tina representative : a Designation Z Z ea Signature See ee Date ae - END OF APPENDIX A- ae ee era Te 98S 10 ae en Or(os Eo) cod ot Shag feild caine, Mellitan Ong Gas ev. (Libyan Branch) APPENDIX B TENDER BOND (DEPOSIT) (Be SS [roe Tot Sm Sn(oe) ob ot ShlaIG deat ilo, Mellitah Oli & Gas Bv. (Libyan Branch) FORMAT OF STAND BY LETTER OF GREDIT FOR TENDER BOND (Deposit) FROM: Libyan Commercial Bank or INTERNATIONAL BANK (Acceptable to LFB or UBAE) TO Libyan FOREIGN BANK (LF8) - TRIPOLI, LIBYA - OR UBAE BANK. MILAN BRANCH = ITALY UNDER QUR FULL responsibility AND INDEMNITY, YOU ARE KINDLY REQUESTED TO CONISE THE FOLLOWING TEXT OF STAND-BY LETTER OF CREDIT ADDING YOUR CONFIRMATION: By order and for the account of. - hereinafter referred By cette DE RER: we hereby open our Irrevocable, Unconditional and Confirmed Stara by Letter of Credit Nr. for an amount of 10,000.00 USD in favor of MELLITAH OIL & GAS BV Libyan Branch, Dat Al Imed ‘Complex, Zripoli, Libya hereinafter referred to as “COMPANY” or "BENEFICIARY" to cover ANION Guarantee the Performance of Tender Obligation to hold its TENDER submitted and te valiity peried specified in the TENDER Documents related to the following: TENDER NO. 985 dated, SBLC Effective Date: ee eee ‘SBLC Expiry Date i Ins Stand-by Lettor of Credit shall be valid from the expiring date Validity of the TENDER, Sper nich date in the absence of your instructions within its vallty, wil be automatically ‘considered as null and avoid. Any reference in the Stand by Lettor of Credit to text codes, dates etc. relating to a ceqect Proforma invoice andior any other documents should not affect our lability Under our undertaking to pay the amount of your claim as above covered by this Stan bby Letter of Credit on first beneficiary's simple written demand, hs Stand by Letter of Credit is subject to the Uniform Customer and Practice of the Documentary Credit of international Chamber of Commerce, Paris - 2007 publication Nr. 600, 1m reimbursement We hereby undertake to cover you as per your instruction upon receipt of your tested TLX claim or in writing by crediting your external account with the bark of your Choice notwithstanding any contestation, dispute, precautionary garnishee altachmert oder Py tne ‘applicant or any of other pary and without recourse to any legal oF jude! proceedings. Please advise beneficiary adding your confirmation, NOTE: ALL COSTS INCLUDING CONFIRMATION and EXTENTION CHARGES FROM ALL BANKS ARE TO THE ACCOUNT OF THE BIDDER. - END OF APPENDIX B - ee em HF Contractor]. Page 3 [Fnance [oor] tae ‘emir No 933 - Setting OF FSO Sloug Vessel On Mgt Base Contin Ave