400 Schedule A - General Terms Condition

SCHEDULE “A” CONTRACT NO.
4000070445
GENERAL TERMS AND CONDITIONS

TABLE OF CONTENTS
Title Page
1. Definitions A-1
2. CONTRACTOR’s General Obligations A-3
2.1 Perform the WORK A-3
2.2 Provide Labor and Supervision A-4
2.3 Provide Construction and Installation Tools and Equipment A-4
2.4 Obtain Permits and Licenses in CONTRACTOR’s Name A-4
2.5 Obtain COMPANY Identification Cards A-4
2.6 Provide Security at the WORK SITE A-4
2.7 Appoint CONTRACTOR REPRESENTATIVE A-4
2.8 Provide Catering and Accommodation, Transportation, Safety Kits A-5
and Medical Care for CONTRACTOR’s Personnel
2.9 Provide Office Space for COMPANY REPRESENTATIVE A-5
2.10 Conflict of Interest A-5
2.11 Perform CONTRACTOR’s Other Obligations A-6
3. Local Conditions and WORK SITE A-6
3.1 Investigation of Local Conditions A-6
3.2 Investigation of the WORK SITE A-6
3.3 Failure to Conduct WORK SITE Investigation A-6
3.4 Repair Damage to Private Property A-6
4. CONTRACTOR’s Personnel A-7
4.1 Sufficient and Qualified Personnel A-7
4.2 Priority for Hiring Saudi Nationals for Additional Personnel A-7
4.3 Visas for CONTRACTOR’s Expatriate Personnel A-7
4.4 No Offer of Employment to COMPANY’s Employees A-7
4.5 CONTRACTOR’s Personnel Licenses, Certificates and membership A-7
4.6 Compliance with COMPANY’s Work Rules A-7
4.7 CONTRACTOR’s Organization Chart A-7
4.8 Saudi Arabia’s Labor Law A-8
4.9 Removal of Unsuitable CONTRACTOR’s Personnel A-8
4.10 Communicable Diseases A-8
4.11 Trade Tests for CONTRACTOR’s Personnel A-8
4.12 CONTRACTOR’s Liability for Failure to Fulfill its Obligations A-8
5. CONTRACTOR’s Equipment A-9
5.1 Working Condition of CONTRACTOR’s Equipment A-9
5.2 Importation, Marshaling and Re-exportation of CONTRACTOR’s A-9
Equipment
5.3 Limiting Operation of CONTRACTOR’s Equipment to Qualified A-9
Operators
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Schedule “A” – Substation Reinforcement (EHV)
May 2021
6. Materials, Equipment, Spare Parts and Tools for the PROJECT A-9
6.1 Materials, Equipment, Spare Parts and Tools A-9
6.2 Material Standards A-9
6.3 Parts Data Package A-10
6.4 Copy of Purchase Orders and Shipping Documents A-10
6.5 Demurrage Charges A-10
6.6 Licenses and Permits for the Importation of Restricted Materials A-10
6.7 Shipment and Transportation of Materials and Equipment A-10
6.8 Customs Duties A-11
6.9 Reimbursement or Deduction of Customs Duties A-11
6.10 Import and Customs Laws of Saudi Arabia A-11
6.11 Lifting Systems for Materials and Equipment A-11
6.12 Name of Consignee A-11
6.13 Care, Control and Custody of Materials and Equipment A-11
6.14 Special Tools Required to Operate and Maintain the PROJECT A-11
7. Technical Documentation A-12
7.1 Language and Measurement System to be Used A-12
7.2 Submission of “As-Built” Drawings A-12
7.3 Dimensions and Locations of Existing Installation A-12
7.4 Interpretation of the Scope of Work and Technical Specifications A-12
8. Quality Assurance and Quality Control (QA/QC) A-12
8.1 Quality Assurance Activities A-12
8.2 Quality Assurance and Quality Control (QA/QC) Plan A-13
8.3 Independent Inspection Agency A-13
8.4 COMPANY REPRESENTATIVE’s Access to CONTRACTOR’s Suppliers’ A-13
Facilities
8.5 COMPANY’s Failure to Inspect A-13
9. Production Tests A-13
9.1 Factory Tests A-13
9.2 Final Test of Major Components A-14
9.3 Failure to Pass Pre-Shipment Inspection and Testing A-14
9.4 Inspection and Testing Conducted According to Scope of Work and A-14
Technical Specifications
9.5 Inspection and Testing shall also be Conducted as per Manufacturer’s A-14
Standard Quality Assurance Program
Inspection and Testing by CONTRACTOR and COMPANY at WORK A-14
10.
SITE
10.1 Inspection and Testing of the PROJECT A-14
10.2 COMPANY REPRESENTATIVE’s Presence at all WORK Locations A-14
10.3 No Waiver of COMPANY’s Rights in Relation to WORK Defects A-15
10.4 Assistance to COMPANY Inspections A-15
10.5 Advance Inspection Notice A-15
10.6 WORK Closed or Covered before Inspections A-15
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11. CONTRACTOR’s Safety and Loss Prevention Requirements A-15
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11.1 Compliance with COMPANY’s Safety and Loss Prevention A-15
Requirements
11.2 Noncompliance with COMPANY Safety Requirements A-16
11.3 CONTRACTOR’s Safety and Loss Prevention Program A-16
11.4 COMPANY WORK Permits A-16
11.5 No Opening or Closing of Valves and Switches A-16
11.6 Accident Reports A-16
11.7 Accident Records A-17
11.8 Use of Radioactive Sources A-17
11.9 First-Aid Facilities A-17
11.10 Safety Requirements in Appendix II A-17
12. CONTRACTOR’s WORK SITE Responsibility A-17
12.1 Temporary Structures A-17
12.2 Protection of Existing Vegetation and Structures A-18
12.3 Toilet Facilities at the WORK SITE A-18
12.4 Cleanliness of the WORK SITE A-18
12.5 Garbage Container and Trash Collection A-18
12.6 Other Work Near the WORK SITE A-19
13. WORK SCHEDULE and Reports A-19
13.1 CONTRACTOR’s Proposed WORK SCHEDULE A-19
13.2 Progress Reporting A-19
13.3 Progress Reports A-20
13.4 Other Reports and Schedules A-20
13.5 WORK Progress Meetings A-20
13.6 Prior Notice for WORK beyond Normal Working Hours A-20
13.7 CONTRACTOR’s Demobilization Plan A-20
13.8 Updating the WORK SCHEDULE and Other Reports A-20
13.9 Availability of CONTRACTOR’s Documents Upon COMPANY’s Request A-20
14. Protection of the Environment A-20
14.1 Compliance with Rules, Regulations and Decisions applicable in Saudi
A-20
Arabia regarding the Environment
14.2 Prevention of Harming the Environment A-21
14.3 CONTRACTOR’s Liability for Harming the Environment A-21
14.4 Environment Requirements in Appendix II A-21
15. COMPANY’s General Obligations A-21
15.1 Pay the CONTRACT Price A-22
15.2 Provide Materials, Tools and Equipment A-22
15.3 Obtain Permits in COMPANY’s Name A-22
15.4 Allow CONTRACTOR Access to COMPANY Controlled Areas A-22
15.5 Obtain Rights-Of-Way A-22
15.6 Appoint COMPANY REPRESENTATIVE A-22
Title Page
15.7 Provide Monuments, Bench Marks and Survey Points A-22
16. Changes A-22
16.1 CHANGE ORDER A-22
16.2 Basis for Determining Compensation for Changes A-23
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16.3 CHANGE ORDER Agreement Signature A-23
16.4 No Compensation for Performing Changes without a CHANGE ORDER A-23
16.5 Changes Required by Poor Design and Specifications A-23
16.6 Failure by CONTRACTOR and COMPANY to Agree on a Change A-24
Failure by CONTRACTOR and COMPANY to Agree on Compensation
16.7 A-24
and/or Adjustment to Critical Milestone Dates for a Change
17. Completion and Acceptance A-24
17.1 Substantial Breach of CONTRACT A-24
17.2 Design Completion A-24
17.3 Technical Completion A-25
17.4 Notice of Technical Completion and Corrective WORK A-25
17.5 Preliminary Acceptance A-26
17.6 Final Acceptance A-27
17.7 Adjustment to the Critical Milestone Dates A-27
17.8 Completion and Acceptance of PROJECT PORTIONS A-27
18. Warranties and Remedy of Defects A-27
18.1 Warranty Coverage A-27
18.2 Warranty Period and Performance of Corrective WORK A-28
18.3 COMPANY may or may have Others Perform Corrective WORK A-28
18.4 Warranty for Corrective WORK A-28
18.5 Submission of Warranty Certificates A-29
18.6 Rights and Remedies Provided by Law A-29
18.7 Warranty for PROJECT PORTIONS A-29
19. Subcontracts A-29
19.1 Limitations and Exclusions of Subcontracting A-29
19.2 COMPANY’s Authorization and Subcontracting Plan A-29
19.3 Subcontracting Notice to COMPANY A-30
19.4 Assignment of CONTRACTOR’s Rights Under Subcontracts A-30
19.5 No Further Subcontracting A-31
19.6 No Contractual Relationship between SUBCONTRACTOR and A-31
COMPANY
20. Distribution of Risks between COMPANY and CONTRACTOR A-31
20.1 Damage to CONTRACTOR-Supplied Materials and Equipment A-31
20.2 Damage to COMPANY-Supplied Materials, Equipment and Tools A-31
20.3 Damage to CONTRACTOR’s and SUBCONTRACTOR’s Tools and A-31
Equipment
20.4 Damage to the PROJECT Prior to Preliminary Acceptance A-31
20.5 Injury to Person, Claims, Losses and Damages to Property A-31
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Title Page
20.6 Definition of COMPANY’s Other Property A-32
20.7 CONTRACTOR’s Liability Limitation A-32
20.8 Criminal Misappropriation A-32
20.9 Consequential Damages A-32
20.10 Exclusive COMPANY Remedies for the Liabilities of CONTRACTOR A-33
21. Insurance A-33
21.1 Carry and Maintain Insurance at all Times A-33
21.2 Rights of Subrogation A-33
21.3 Liability for Losses for which CONTRACTOR is Responsible A-33
21.4 Insurance Certificates A-34
22. Liquidated Damages for Delay of PROJECT A-34
22.1 Basis of Liquidated Damages Assessment A-34
22.2 Formula for Calculating Liquidated Damages A-34
22.3 Stages of Liquidated Damages Assessment A-34
22.4 Maximum Liquidated Damages to be Assessed A-35
22.5 CONTRACTOR’s Liability for COMPANY’s Extended Supervision Cost A-35
22.6 Liquidated Damages for PROJECT PORTIONS A-36
22.7 CONTRACTOR’s Sole and Exclusive Liability for Delay A-36
22.8 Penalty for Failure to commit to Local Content plan A-36
23. Suspension of WORK A-36
23.1 Notice of WORK Suspension A-36
23.2 Resumption of Suspended WORK A-37
23.3 Maximum Period of Suspension A-37
23.4 Exempted from Suspension A-37
24. Termination at COMPANY Convenience A-38
24.1 Notice of CONTRACT Termination A-38
24.2 Compensation upon CONTRACT Termination A-38
25. Termination by COMPANY For Cause A-38
25.1 Breach of CONTRACT A-38
25.2 Act of Bankruptcy A-38
25.3 Effective Date of Termination A-39
25.4 COMPANY’s Right to Complete Terminated WORK A-39
25.5 Deduction of the Cost of Terminated WORK from CONTRACTOR’s A-39
Invoices
26. Force Majeure A-39
26.1 Definition of Force Majeure A-39
26.2 Notice of Force Majeure A-39
26.3 45-Consecutive Days of Force Majeure A-40
26.4 Perils of War A-40
27. CONTRACTOR’s Obligations Upon Suspension or Termination A-41
Title Page
27.1 Cancellation of Agreements with SUBCONTRACTORS and Suppliers A-41
27.2 Alternative Arrangement A-41
27.3 Protection of WORK in Progress A-41
27.4 Force Majeure Affecting SUBCONTRACTOR A-41
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28. Settlement of Claims and Disputes A-41
28.1 Notice of Additional Compensation and Extension of Critical Milestone A-41
Dates
28.2 Unresolved Dispute A-42
28.3 Continue Performance of WORK if Dispute Arises A-42
28.4 Appeals A-42
28.5 Appropriate Legal Authority A-43
28.6 Laws of the Kingdom of Saudi Arabia shall Control the Interpretation A-43
and Performance of the CONTRACT
28.7 Enforceable Provision A-43
28.8 Provisions Nullified and Voided by Force of Law A-43
29. Publicity Releases A-43
30. Zakat, Value Added Tax (VAT), GOSI and Labor Office Certificates A-44
Submission of Temporary or Final Zakat, Tax, VAT and GOSI
30.1 A-44
Certificates
No Payment Until Zakat, Tax, VAT and GOSI Certificates are
30.2 A-44
Submitted
30.3 Withholding the Last Invoice of Each Hijra Year or Fiscal Period A-44
31. Taxes and Duties A-44
31.1 Payment of Taxes and Duties A-44
31.2 Withholding Tax A-45
31.3 Value Added Tax (VAT)
32. Bank Guarantee A-45
32.1 Extension of Bank Guarantee A-45
32.2 Forfeit of Bank Guarantee A-45
32.3 Bank Guarantees for PROJECT PORTIONS A-45
33. Validity of Commercial Registration A-45
34. CONTRACT Language A-46
35. Manufacturer(s) Responsibilities A-46
35.1 Design, Installation, Testing and Commissioning A-46
35.2 Purchase Contract or Purchase Order A-46
36. Extended Warranty Period for Protective Coating Material and
A-48
Application on Concrete Surfaces
37. Clearing SF6 Gas from Saudi Arabia Customs Authorities A-48
38. Protection Against Infringement A-48
39. Confidentiality of Information A-48
40. Title to Technical Data A-49
41. The “Consortium” as the CONTRACTOR A-49
42. Assignment A-49
43. General Provisions A-49
44. Special Terms and Conditions A-49
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SCHEDULE “A” CONTRACT NO. 4000070445
GENERAL TERMS AND CONDITIONS
1. Definitions
The following words and expressions used in the CONTRACT shall have the meanings hereby assigned to
them, except where the context requires otherwise:
1.1 “ACCEPTABLE, ACCEPT, ACCEPTANCE” as in “Acceptance of WORK by
COMPANY” means, without prejudice to the COMPANY's rights under the
CONTRACT or Regulations, COMPANY has completed its review, inspection,
evaluation, and other necessary aspects, and accepts the WORK by
CONTRACTOR with the understanding that the WORK meets the
requirements of the CONTRACT. Acceptance shall not mean approval.
Acceptance shall not relieve CONTRACTOR of any obligation to meet the
requirements of the CONTRACT. Acceptance shall allow WORK to proceed
only to the next step.
1.2 “AMENDMENT" means any alteration in the CONTRACT signed by both Parties
other than CHANGE ORDER.
1.3 “CHANGE ORDER” means a directive from COMPANY to CONTRACTOR to make
a change within the general scope of the CONTRACT such as, but not limited
to, alterations of the WORK or changes in the sequence of the performance
of the WORK.
1.4 "COMPANY" means the Saudi Electricity Company.
1.5 “COMPANY REPRESENTATIVE" means a party or parties duly authorized by
COMPANY to act on behalf of COMPANY, with whom CONTRACTOR may
consult at all reasonable times, and whose instructions, requests and
decisions shall be binding on COMPANY as to all matters pertaining to the
CONTRACT.
1.6 “CONTRACT” means the agreement between and signed by CONTRACTOR and
COMPANY for the performance of the WORK comprising the covering
Signature Document, this Schedule “A” - General Terms and Conditions, and
Special Terms and Conditions, if any, Schedule “B” - Scope of Work and
Technical Provisions, and Schedule “C” - Contract Price and Payment
Provisions, and any AMENDMENTS and CHANGE ORDERS thereto.
1.7 “CONTRACTOR” means the firm, company, or establishment, or combination of
companies in the form of a consortium under a Consortium Agreement for
the CONTRACT, whose bid for the WORK has been accepted by COMPANY
and is named as such in the Signature Document, and includes the
CONTRACTOR REPRESENTATIVE, successors and assigns.
1.8 “CONTRACTOR REPRESENTATIVE" means a party or parties duly authorized by
CONTRACTOR to act on behalf of CONTRACTOR, with whom COMPANY may
consult at all times, and whose instructions, requests and decisions shall be
binding on CONTRACTOR as to all matters pertaining to the CONTRACT.
1.9 “Critical Milestone Dates" are the contractually required dates by which
specified portions of the WORK are to be completed pursuant to the
CONTRACT. The Critical Milestone Dates as of the Effective Date of the
CONTRACT are set forth in Attachment II to Schedule “B”.
1.10 "Effective Date" means the date first stated in the Signature Document upon
which the CONTRACT becomes effective and CONTRACTOR is fully authorized
by COMPANY to start performance of the WORK.
1.11 “Final Acceptance Date for the WORK" is the contractually required date to
complete the WORK pursuant to the CONTRACT. The Final Acceptance Date
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for the WORK as of the Effective Date of the CONTRACT is set forth in the
Signature Document and in Attachment II to Schedule “B”. If the PROJECT
comprises separable portions and each portion is designated as a PROJECT
PORTION in Schedule “B”, the Final Acceptance of the WORK shall be the
Final Acceptance Date of the last PROJECT PORTION.
1.12 "Force Majeure" is defined in Paragraph 26.1 of this Schedule “A”.
1.13 “Good and efficient fabrication and craft practices” and “International
Standards” refer to those accepted norms in the electric power transmission
industry.
1.14 “Gross Negligence” means any act or omission on the part of COMPANY or
CONTRACTOR which implies a deliberate, conscious, willful or reckless
disregard of any consequences of such act or omission, and shall be deemed
to include any deliberate, conscious, willful or reckless disregard of any
contractual obligations under the CONTRACT (and/or placement in a position
of inability to perform such obligations) and of the harmful consequences to
the physical well-being, property or economic well-being of any person.
1.15 “Other Contractor" means any firm or company or establishment contracted by
COMPANY to execute other work outside the scope of the CONTRACT.
1.16 “Party” means COMPANY or CONTRACTOR individually; and “Parties” means
COMPANY and CONTRACTOR collectively.
1.17 “PROJECT" means the structures, equipment or items being designed,
engineered, procured, fabricated, installed and constructed by CONTRACTOR
pursuant to the CONTRACT.
1.18 “PROJECT PORTION” means the portion of the PROJECT specifically identified
as such and described in Schedule “B”.
1.19 “Prudent Industry Practices” means the exercise of that degree of professional
skills and diligence, and of such practices, methods and acts, at a minimum,
as would ordinarily be expected in the electric power transmission and
distribution industry from a prudent owner and/or operator or service
provider (as applicable) acting lawfully, reliably and safely in connection with
electric power transmission facilities and equipment similar to the PROJECT
to be constructed under this CONTRACT.
1.20 “Scope of Work and Technical Specifications” means the document entitled
Scope of Work and Technical Specifications set forth in Attachment I to
Schedule “B”, including any additions, modifications and clarifications thereof
made by COMPANY and furnished to CONTRACTOR in writing before the
Effective Date of the CONTRACT and during the execution of the WORK as
part of AMENDMENTS and CHANGE ORDERS.
1.21 “Signature Document” means the document signed by the Parties recording
the terms of the CONTRACT between COMPANY and CONTRACTOR, and
listing the CONTRACT documents forming part of the CONTRACT arranged
according to their order of precedence in resolving any inconsistency or
conflict between their provisions.
1.22 “SUBCONTRACTOR” means any firm, company or establishment contracted by
and wholly responsible to CONTRACTOR for executing a specific part of the
WORK with prior written consent of COMPANY, and shall include the
SUBCONTRACTOR’s legal successors but not any assignee of the
SUBCONTRACTOR.
1.23 “Warranty Period” means the period of validity of the warranties under the
CONTRACT commencing on the actual Preliminary Acceptance Date of the
PROJECT or PROJECT PORTION, during which CONTRACTOR is responsible for
defects with respect to the PROJECT or PROJECT PORTION (or the relevant
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part thereof) and their effects, as provided in Paragraphs 18.2 and 18.4 of
this Schedule “A”.
1.24 "Willful Misconduct" means an intentional and wrongful act, or an intentional
and wrongful omission of some act, in either case with the intent to inflict
damage or injury.
1.25 “WORK" means all the work to be performed and services to be provided by
CONTRACTOR pursuant to the CONTRACT.
1.26 “WORK SITE" means all locations at which CONTRACTOR performs any portion
of the WORK within the Kingdom of Saudi Arabia pursuant to the CONTRACT.
1.27 "Value Added Tax (VAT)" means a tax imposed by the government of Saudi
Arabia on Goods and Services in accordance with the Saudi Arabia Value
Added Tax Law and its Implementing Regulations, as may be amended from
time to time.
1.28 “Goods” means all materials and equipment (including spare parts and special
tools and test equipment) for the PROJECT, as specified in the Pricing
Attachment to Schedule “C”, which shall be supplied by CONTRACTOR
pursuant to the CONTRACT.
1.29 “Services” means the engineering and design, construction and installation,
testing and commissioning, and other services specified in the Pricing
Attachment to Schedule “C”, which shall be performed by CONTRACTOR in
connection with the Goods pursuant to the CONTRACT.
1.30 "Tax Invoice" means an invoice issued by CONTRACTOR to COMPANY, Arabic
Language, in respect of the taxable Goods and Services under the CONTRACT
in accordance with the requirements of the Saudi Arabia Value Added Tax
Law and its Implementing Regulations. Also, it is an invoice which entitles
COMPANY for VAT purposes to a tax credit in compliance with the provisions
of the relevant Saudi Arabia Value Added Tax Law.
1.31 "General Authority of Zakat and Tax" The designated government agency that
is responsible for managing, collecting and enforcing the relevant tax Law
and its Implementing Regulations.
1.32 Interpretation
In the CONTRACT, except where the context requires otherwise:
i. Words indicating one gender include all genders;
ii. Words indicating the singular also include the plural, and words indicating
the plural also include the singular;
iii. Provisions including the word "agree", "agreed" or "agreement" require
the agreement to be in writing; and
iv. "Written" or "in writing" means handwritten, typewritten, printed or
electronically made, and resulting in permanent record.
The marginal words and other headings shall not be taken into consideration in the interpretation of
the conditions.
2. CONTRACTOR’s General Obligations
CONTRACTOR shall, in accordance with and subject to the terms and conditions of the CONTRACT, and, in
particular, in conformity with Schedule "B", perform its general obligations, which
include, but not limited to, the following:
2.1 Perform the WORK
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2.1.1 Design and Engineering
Perform all detailed design and engineering, incorporate all COMPANY standards,
internationally recognized standards and specifications, as are
incorporated by reference in the CONTRACT, and prepare and
submit to COMPANY for approval all specifications and drawings
and any other documents required for the procurement of
materials for fabrication, construction, maintenance and operation
of the PROJECT. Such approval by COMPANY, however, shall not
relieve CONTRACTOR of any obligation or liability under the
CONTRACT.
2.1.2 Procurement and Delivery
Perform procurement, fabrication, inspection, testing, expediting, shipping, customs

clearance and transportation for all the materials, equipment, spare
parts and tools for the PROJECT, except for the items that
COMPANY shall provide pursuant to Paragraph 3.1 of Schedule “B”,
if any.
2.1.3 Construction, Installation, Testing and Inspection

Construct, install (including dismantling/replacement of existing facilities where required
by the Scope of Work and Technical Specifications), and conduct
final testing, inspection and close out of the PROJECT.
2.1.4 Commissioning and Start-up of the PROJECT
Provide all necessary testing tools and equipment, consumables and start-up spare parts,
and perform commissioning and start-up of the PROJECT.
2.2 Provide Labor and Supervision
Provide all of the labor and supervision required to perform the WORK ("CONTRACTOR's Personnel").
2.3 Provide Construction and Installation Tools and Equipment
Provide support facilities, machinery, construction plant, equipment and tools required to perform
the WORK, except those tools and equipment that COMPANY shall provide
pursuant to Paragraph 3.2 of Schedule “B”, if any ("CONTRACTOR's
Equipment").
2.4 Obtain Permits and Licenses in CONTRACTOR’s Name
Obtain all permits, licenses and other governmental, municipality or other authorizations which must
be obtained in CONTRACTOR's name and which are required and necessary
for the performance of the WORK.
2.5 Obtain COMPANY Identification Cards
Immediately after signing the CONTRACT, CONTRACTOR shall fill and submit to COMPANY
REPRESENTATIVE a request to issue COMPANY Identification Cards for all
employees that will work within COMPANY facilities. Upon issuance of
COMPANY Identification Cards, CONTRACTOR shall abide by the COMPANY
policies and procedures related to Identification Cards (including, but not
limited to, cost of issuing and fines for loss of said Identification Cards).
CONTRACTOR shall also abide by the Saudi Arabia Ministerial Decrees and
Government regulations regarding identification cards. CONTRACTOR may
obtain these decrees and regulations from COMPANY’s Industrial Security
Department.
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2.6 Provide Security at the WORK SITE
Provide security in accordance with the security regulations of the Kingdom of Saudi Arabia at the
WORK SITE, construction camps, offices, and at CONTRACTOR's materials
yards, 24 hours per day, 7 days per week.
2.7 Appoint CONTRACTOR REPRESENTATIVE
2.7.1 Appoint one CONTRACTOR REPRESENTATIVE or more for the

duration of the WORK.
2.7.2 During the absence of CONTRACTOR REPRESENTATIVE for any

reason or period of time, his nominated deputy shall likewise have
the same degree of authority. CONTRACTOR must inform
COMPANY, in writing, of the name of the deputy and the time
period during which said deputy shall act as CONTRACTOR
REPRESENTATIVE.
2.7.3 CONTRACTOR REPRESENTATIVE shall be present or represented by

his duly empowered deputy at the principal WORK SITE whenever
the WORK is being performed.
2.8 Provide Catering and Accommodation, Transportation, Safety Kits

and Medical Care for CONTRACTOR’s Personnel
Provide catering, accommodation, transportation, safety kits and medical care for all CONTRACTOR's
personnel.
2.9 Provide Office Space for COMPANY REPRESENTATIVE
Provide at the WORK SITE, office facilities complete with necessary furniture for use by COMPANY
REPRESENTATIVE in accordance with Schedule “B” or the Scope of Work and
Technical Specifications.
2.10 Conflict of Interest
2.10.1 CONTRACTOR warrants that it did not have a conflict of interest in

competing for the CONTRACT as provided in the Instructions to
Bidders for Commercial Proposal and shall not have a conflict of
interest in executing the CONTRACT.
2.10.2 CONTRACTOR may be considered to have a conflict of interest in

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

CONTRACT, CONTRACTOR warrants that its SUBCONTRACTOR shall
abide by this provision.
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2.10.4 CONTRACTOR shall promptly report to COMPANY any actual or
potential occurrence of conflict of interest.
2.10.5 CONTRACTOR agrees that any violation of this Paragraph 2.10 shall
constitute a substantial breach of the CONTRACT, which without
prejudice to COMPANY’s right to enforce any other remedy
provided by law, COMPANY shall have the right to terminate the
CONTRACT for cause as set forth in Paragraph 25 of this Schedule
"A", and claim damages including, -for example- but not limited to,
any increased costs incurred by COMPANY as a result of such
breach.
2.11 Perform CONTRACTOR’s Other Obligations
Perform all other obligations required of it by the terms and conditions of the CONTRACT.
3. Local Conditions and WORK SITE
3.1 Investigation of Local Conditions

CONTRACTOR acknowledges that it has thoroughly investigated, or has had the opportunity to do
so, and satisfied itself as to all general and local conditions affecting the
WORK, including, but not limited to, the following:
3.1.1 Transportation and access to the WORK SITE, including the
availability and condition of roads.
3.1.2 Disposal, handling and storage of materials.
3.1.3 Availability of qualified and experienced skilled, semi-skilled and
unskilled labor, water and electric power.
3.1.4 Climatic conditions, tides and ground water.
3.1.5 Equipment, machinery, safety, security and materials required by
CONTRACTOR prior to and during performance of the WORK.
3.2 Investigation of the WORK SITE
CONTRACTOR acknowledges that it has also thoroughly investigated the locations where the WORK
will be performed, and satisfied itself as to the general and local conditions of
the WORK SITE, including, but not limited to, the following:
3.2.1 Location of existing roads, railways, power lines, telephone lines,

antiquities and treasures, airports and landing strips, pipelines and
communication facilities.
3.2.2 Topography and ground surface conditions, subsurface geology and
the nature and quantity of surface and subsurface materials or
obstacles to be encountered, as well as the findings of COMPANY’s
preliminary geo-technical soil investigation report (if provided part
of the bidding documents, i.e., Bid Package).
3.3 Failure to Conduct WORK SITE Investigation
CONTRACTOR acknowledges familiarity with the topographical and the preliminary geo-technical soil
of the WORK SITE. The failure of CONTRACTOR to inspect the WORK SITE
conditions and acquaint itself with the report(s) as mentioned in Paragraph
3.2.2 of this Schedule “A”, as are ascertainable, will not relieve CONTRACTOR
from the responsibility for meeting the Final Acceptance Date or the Critical
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Milestone Dates and properly completing the WORK at the price set forth in
Schedule "C".
3.4 Repair Damage to Private Property
When in the course of performing the WORK, CONTRACTOR causes damage to private property,
CONTRACTOR shall return the property to its original state at CONTRACTOR's
own expense and without claim for reimbursement from COMPANY.
4. CONTRACTOR’s Personnel
4.1 Sufficient and Qualified Personnel

CONTRACTOR warrants that it shall have sufficient, competent and fully qualified personnel to
execute the WORK in the manner and within the time required by the
CONTRACT.
4.2 Priority for Hiring Saudi Nationals for Additional Personnel
In obtaining additional personnel to supplement its permanent staff in the performance of the In-
Kingdom portion of the WORK, CONTRACTOR shall give priority to qualified
Saudi Arabia nationals and shall ensure that SUBCONTRACTORS do the
same.
4.3 Visas for CONTRACTOR’s Expatriate Personnel
4.3.1 CONTRACTOR specifically acknowledges its responsibility to adhere

to and abide by the requirements of the Government of the
Kingdom of Saudi Arabia with regard to the issuance of visas for its
expatriate personnel.
4.3.2 Non-issuance of visas to CONTRACTOR's expatriate personnel by

the Government of the Kingdom of Saudi Arabia for any reason
shall not relieve CONTRACTOR of its obligation to perform the
WORK.
4.3.3 CONTRACTOR's expatriate personnel shall obtain the required

passports, visas, and permits necessary to gain entrance into and
to exit from the Kingdom of Saudi Arabia at their or
CONTRACTOR’s sole cost and expense.
4.4 No Offer of Employment to COMPANY’s Employees
4.4.1 CONTRACTOR shall not offer employment to any person who is at such
time an employee of the COMPANY without COMPANY's prior written
consent.
4.4.2 CONTRACTOR shall not offer employment to any person who was an
employee of COMPANY before two (2) years from the end of his service,
without COMPANY's prior written consent.
4.5 CONTRACTOR’s Personnel Licenses, Certificates and membership
All of CONTRACTOR's personnel and SUBCONTRACTOR's personnel shall have in their possession all
required and properly validated licenses or certificates including membership
of Saudi Council of Engineers prescribed by the Government of the Kingdom
of Saudi Arabia or COMPANY as being necessary for the performance of those
aspects of the WORK to which they are assigned. CONTRACTOR will provide
to COMPANY upon COMPANY's request copies of these licenses or certificates.
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4.6 Compliance with COMPANY’s Work Rules
CONTRACTOR's personnel and SUBCONTRACTOR’s personnel working in COMPANY's offices and
WORK SITES shall comply with all applicable work rules and instructions
issued by COMPANY for its own employees.
4.7 CONTRACTOR’s Organization Chart
4.7.1 If not already accomplished prior to the Effective Date of the

CONTRACT, then promptly thereafter, CONTRACTOR shall submit to
COMPANY REPRESENTATIVE for review and approval an
Organization Chart of personnel for the WORK including a
description of responsibilities and resumes of key personnel.
4.7.2 Key personnel as designated in the Organization Chart for the
WORK shall be assigned to the WORK on a full time basis and shall
not be removed or reassigned by CONTRACTOR without
COMPANY's prior approval. Subject to receiving this approval, and
if the personnel is still required on the WORK SITE, CONTRACTOR
shall submit for COMPANY approval at least three resumes of
CONTRACTOR’s personnel which CONTRACTOR considers to be
adequate replacements.
4.7.3 CONTRACTOR’s failure to submit the Organization Chart and/or

mobilize approved key personnel within two (2) calendar weeks
from the Effective Date of the CONTRACT shall constitute a
substantial breach of the CONTRACT.
4.8 Saudi Arabia’s Labor Law

CONTRACTOR specifically acknowledges its responsibility to its personnel pursuant to the Saudi
Arabia’s Labor Law, and attests that CONTRACTOR (and SUBCONTRACTOR –
when applicable) shall abide by the instructions and official laws in the
Kingdom of Saudi Arabia related to employment of manpower, and that
CONTRACTOR bears sole responsibility for such.
4.9 Removal of Unsuitable CONTRACTOR’s Personnel
CONTRACTOR shall, upon COMPANY’s written instruction, remove from the WORK any person
employed by CONTRACTOR in the execution of the WORK, who misconducts
himself or is incompetent or negligent, and promptly replace them with
personnel suitable to COMPANY at no additional cost to COMPANY.
4.10 Communicable Diseases
4.10.1 CONTRACTOR's and SUBCONTRACTOR’s personnel shall be
physically fit and free from communicable diseases as defined by
the Ministry of Health of the Kingdom of Saudi Arabia.
4.10.2 CONTRACTOR shall immediately inform the COMPANY
REPRESENTATIVE upon discovery of any cases of communicable
diseases among its personnel or the personnel of its
SUBCONTRACTOR and the action it has taken in accordance with
the Saudi Arabia Ministry of Health reporting requirements.
4.11 Trade Tests for CONTRACTOR’s Personnel
COMPANY reserves the right to require CONTRACTOR's or SUBCONTRACTOR’s personnel to undergo
any trade test or certification test, at CONTRACTOR's or SUBCONTRACTOR’s
expense, that COMPANY may require or conduct prior to the performance of
those aspects of the WORK for which such CONTRACTOR’s or
SUBCONTRACTOR’s personnel are assigned.
4.12 CONTRACTOR’s Liability for Failure to Fulfill its Obligations
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CONTRACTOR agrees to defend, indemnify, and hold harmless COMPANY from any expense, loss,
damage, fine or penalty incurred by, assessed against or demanded from
COMPANY as a result of CONTRACTOR's or SUBCONTRACTOR's failure to
fulfill their obligations set forth in this Paragraph 4 and their obligations
under the CONTRACT.
5. CONTRACTOR’s Equipment
5.1 Working Condition of CONTRACTOR’s Equipment
5.1.1 All of CONTRACTOR's and SUBCONTRACTOR’s construction and

installation equipment shall be suitable for the safe and efficient
performance of the WORK as detailed in Appendix II to this
Schedule.
5.1.2 All such equipment may be subject to inspection/calibration from

time to time by COMPANY or other regulatory organizations. Any
such equipment which is rejected as not conforming to the
foregoing shall be promptly removed from the WORK SITE by
CONTRACTOR and replaced with equipment acceptable to
COMPANY without additional cost to COMPANY and without delay in
completion of the WORK as detailed in Appendix II to this
Schedule.
5.2 Importation, Marshaling and Re-exportation of CONTRACTOR’s

Equipment
5.2.1 CONTRACTOR and SUBCONTRACTOR shall obtain all licenses and
customs clearances for the importation of CONTRACTOR's and
SUBCONTRACTOR’s construction and installation tools and
equipment.
5.2.2 On completion of the WORK, CONTRACTOR and SUBCONTRACTOR
shall be responsible for the marshaling of all such tools and
equipment imported for the execution of the WORK and for the
obtaining of all re-export permits, transportation and freighting of
such tools and equipment. COMPANY shall not provide land for
CONTRACTOR's use for such marshaling.
5.3 Limiting Operation of CONTRACTOR’s Equipment to Qualified Operators
CONTRACTOR's and SUBCONTRACTOR’s equipment shall only be operated by qualified personnel
who possess valid operating permits and licenses.
6. Materials, Equipment, Spare Parts and Tools for the PROJECT
6.1 Materials, Equipment, Spare Parts and Tools
Except for the materials mentioned in Paragraph 3 of Schedule “B”, CONTRACTOR shall supply all
materials and equipment (including start-up spare parts and tools) required
for the successful completion of the WORK.
6.2 Material Standards

6.2.1 All materials and equipment (including start-up spare parts and
tools) for the PROJECT supplied by CONTRACTOR and/or
SUBCONTRACTOR(S) shall be new and not more than one
Gregorian year of manufacturing date subsequent to the Effective
Date of the CONTRACT.
6.2.2 All materials and equipment (including start-up spare parts and
tools) for the PROJECT supplied by CONTRACTOR shall meet all
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required standards, specifications, and schedule requirements as
defined elsewhere in the CONTRACT.
6.3 Parts Data Package
CONTRACTOR shall, within sixty (60) calendar days after placing its purchase order or purchase
contract for equipment with the manufacturer(s), submit to COMPANY a
complete Parts Data Package for each and every item of equipment which
requires operating spare parts as covered by each purchase order or
purchase contract. The Parts Data Package shall include the following:
6.3.1 A complete Bill of Materials with appropriate drawings
illustrating and identifying all parts/components in their respective
positions on each item of equipment. A Bill of Materials is a list of
parts required to build a unit of equipment. (See sample shown as
Exhibit I to Schedule "B").
6.3.2 Completed Parent Equipment Cataloging Data Form, Exhibit
II to Schedule "B", for each item of equipment and for each sub-
assembly or auxiliary equipment that is identified by a unique
model number or serial number.
6.3.3 Completed Recommended Spare Parts Data Form for Parent
Equipment, Exhibit III to Schedule "B", for each of the equipment
specified in the Parent Equipment Cataloging Data form.
6.3.4 Complete Operational Spare Parts Data filled per COMPANY’s

ordering and cataloging requirements, if required per Schedule “C”
of the Contract.
6.3.5 List of Recommended Special Materials and/or Tools, if any,
required for maintenance, repair and operation of the PROJECT.
6.3.6 Manufacturer's List of all Interchangeable
Parts/Components, if any, between the manufacturer's
equipment.
6.4 Copy of Purchase Orders and Shipping Documents
CONTRACTOR shall furnish COMPANY with unpriced copies of all major purchase orders placed by
CONTRACTOR for materials and equipment, both local and international, and
shall supply copies of bills of lading and other shipping documents including
packing lists relating to those materials and equipment (including spare parts
and tools) to be incorporated into the PROJECT as part of the WORK.
6.5 Demurrage Charges
CONTRACTOR shall be responsible for payment of all demurrage charges accruing at the port of
entry through delay in dockside clearance by CONTRACTOR without claim for
reimbursement from COMPANY.
6.6 Licenses and Permits for the Importation of Restricted Materials

CONTRACTOR shall be responsible for obtaining licenses, permits and other documentation required
for the importation of restricted materials such as radios, explosives,
radioactive isotopes, highly volatile or otherwise dangerous chemicals.
6.7 Shipment and Transportation of Materials and Equipment
CONTRACTOR shall arrange for and pay all transportation charges of all materials and equipment
(including spare parts and tools) for the PROJECT from manufacturer to port
of exit, ocean and airfreight to Saudi Arabia, and freighting to and within the
WORK SITE.
6.8 Customs Duties
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6.8.1 Except as provided in Paragraph 6.9 of this Schedule "A",
CONTRACTOR shall pay without claim for reimbursement from
COMPANY all customs duties and taxes including all fees of any
kind and nature required or levied by the Saudi Arabian
Government on all imported materials and equipment (including
spare parts and tools) to be incorporated into the PROJECT.
6.9 Reimbursement or Deduction of Customs Duties
In the event that the rate of customs duties on the imported materials and
equipment (including spare parts and tools) to be incorporated into the
PROJECT are increased or decreased at any time after CONTRACTOR
submitted its Commercial Proposal for the CONTRACT, COMPANY (as the
case may be) shall either reimburse CONTRACTOR or deduct from
CONTRACTOR’s invoices the difference, in accordance with Schedule "C".
6.10 Import and Customs Laws of Saudi Arabia
CONTRACTOR acknowledges that the Import and Customs Laws and Regulations of the Kingdom of
Saudi Arabia shall apply to the import and shipment of any products or
components thereof to or from Saudi Arabia including the regulations related
to prohibition of importation.
6.11 Lifting Systems for Materials and Equipment
CONTRACTOR shall design and engineer the lifting systems necessary to transport heavy lift
materials and equipment for the PROJECT by land and sea from the
manufacturer plants and facilities to the WORK SITE and shall arrange for
such transportation.
6.12 Name of Consignee
All materials and equipment (including spare parts and tools) imported into the Kingdom of Saudi
Arabia shall name as sole consignee, the CONTRACTOR.
6.13 Care, Control and Custody of Materials and Equipment
CONTRACTOR shall be responsible for the care, control and maintenance of all materials and
equipment (including spare parts and tools) obtained for the execution of the
WORK up to actual Preliminary Acceptance of the PROJECT and failure, loss,
or damage to such material or equipment prior thereto shall be for account of
CONTRACTOR, with the following exclusions:
6.13.1 Except those materials and equipment retained by COMPANY

pursuant to Paragraph 25.4.2 of this Schedule "A", and
6.13.2 Unless such failure, loss or damage is caused by Force Majeure

event as provided for in Paragraph 26.4 of this Schedule “A”, and
6.13.3 Unless such failure, loss or damage is caused by willful misconduct

or gross negligence of COMPANY.
6.14 Special Tools Required to Operate and Maintain the PROJECT
CONTRACTOR shall provide any special tools to install, adjust, operate and maintain the PROJECT
during start-up. Special tools required for subsequent maintenance shall be
provided and turned over to COMPANY in an as-new condition on Preliminary
Acceptance.
7. Technical Documentation
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CONTRACTOR shall supply to COMPANY all the technical documentation as specified in the Scope of Work
and Technical Specifications, and shall comply with the following requirements:
7.1 Language and Measurement System to be Used
7.1.1 Except for technical correspondence and documentation which shall

be in the English language only, CONTRACTOR shall provide all
other correspondence and documentation in the Arabic or English
languages as applicable and when specifically requested by
COMPANY.
7.1.2 The metric system of measurement shall be used; however,

suppliers using the English system of measurement shall furnish
the drawings and documents with equivalent metric units as well.
7.2 Submission of “As-Built” Drawings

Upon Final Acceptance of the WORK, CONTRACTOR shall submit to COMPANY the final “as-built”
drawings and documents the COMPANY deems necessary to maintain for its
own records, and in accordance with the requirements of the Scope of Work
and Technical Specifications.
7.3 Dimensions and Locations of Existing Installations
7.3.1 The dimensions and locations of existing and proposed installations
and appurtenances shown on drawings and data sheets supplied by
COMPANY are approximate only.
7.3.2 CONTRACTOR shall, before starting the WORK, check and verify all
dimensions and locations relating to existing and proposed
installations at the WORK SITE.
7.4 Interpretation of the Scope of Work and Technical Specifications
7.4.1 Any disagreement between CONTRACTOR and COMPANY
concerning the meaning of a part of or the whole Scope of Work
and Technical Specifications shall be clarified through mutual
discussion between the Parties in accordance with the relevant
CONTRACT documents listed in Schedule “B”.
7.4.2 In the event the Parties fail to reach a mutual agreement within a
reasonable period, then, without prejudice to the CONTRACTOR’s
rights under Paragraph 28, Settlement of Claims and Disputes, of
this Schedule “A”, CONTRACTOR shall proceed with the
performance of the WORK in accordance with the COMPANY
REPRESENTATIVE's interpretation.
8. Quality Assurance and Quality Control (QA/QC)
8.1 Quality Assurance Activities
8.1.1 CONTRACTOR shall provide quality assurance to ensure that all
specifications and standards of the CONTRACT are met.
8.1.2 CONTRACTOR's quality assurance activities shall include quality
control functions including, but not limited to, inspection, testing
and examination.
8.2 Quality Assurance and Quality Control (QA/QC) Plan
Prior to the commencement of the WORK under the CONTRACT, CONTRACTOR shall submit to
COMPANY a CONTRACTOR's Quality Assurance and Quality Control Plan in
accordance with the Scope of Work and Technical Specifications for
engineering and design, materials procurement, fabrication, construction and
installation, testing and inspection.
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8.3 Independent Inspection Agency
8.3.1 CONTRACTOR shall contract with an independent (meaning other
than an affiliate, subsidiary or interlocked directorate of
CONTRACTOR or any other similar association) inspection agency
to provide quality control monitoring of CONTRACTOR's quality
assurance and quality control program for all materials and
equipment manufactured or procured by CONTRACTOR including all
required testing during manufacturing. This independent agency
shall furnish material and equipment status, and inspection and
test reports to COMPANY as specified in the Scope of Work and
8.3.2 The requirement of this Paragraph 8.3 is waived in case
CONTRACTOR has already established its QA Procedure and is fully
ISO 9000 certified.
8.4 COMPANY REPRESENTATIVE’s Access to CONTRACTOR’s Suppliers’

Facilities
8.4.1 CONTRACTOR shall provide COMPANY REPRESENTATIVE with
access to CONTRACTOR's supplier's facilities on reasonable notice
for purposes of obtaining information on production progress,
determining status and witnessing the tests and inspections.
8.4.2 CONTRACTOR shall inform COMPANY REPRESENTATIVE of
CONTRACTOR's supplier's methods of reporting production
progress.
8.4.3 CONTRACTOR will make reasonable efforts to obtain access to
suppliers’ plants, for COMPANY REPRESENTATIVE, subject to the
conditions set forth above, where shipment is to be made directly
from the supplier's plant to the port of exit.
8.4.4 COMPANY shall bear all costs and expenses in connection with such
visits by the COMPANY REPRESENTATIVE to CONTRACTOR's
suppliers' facilities and plants including, but not limited to, traveling
and board and lodging expenses. However, if additional visits by
the COMPANY REPRESENTATIVE shall be necessary to witness
further tests and inspections for reasons attributable to
CONTRACTOR, its SUBCONTRACTORS or its suppliers,
CONTRACTOR shall be responsible for any additional costs incurred
by COMPANY.
8.5 COMPANY’s Failure to Inspect

COMPANY's failure to inspect shall in no way relieve CONTRACTOR of any obligation set forth in the
CONTRACT.
9. Production Tests
Tests and inspections of materials and equipment for the PROJECT shall be conducted in the manner
stipulated in the Scope of Work and Technical Specifications and the following
requirements:
9.1 Factory Tests
For major factory tests during the manufacturing process which COMPANY has specifically indicated
a desire to witness, CONTRACTOR shall issue to COMPANY a written notice
specifying the date and the time of the test at least ninety (90) calendar days
prior to the occurrence of such tests to permit the COMPANY
REPRESENTATIVE to attend. Completion of such major factory tests,
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however, will not be delayed to accommodate the COMPANY
REPRESENTATIVE.
9.2 Final Tests of Major Components
9.2.1 In the case of the final tests of major components prior to shipment
from the factory and which COMPANY has specifically indicated a
desire to witness, CONTRACTOR shall issue to COMPANY a written
notice at least ninety (90) calendar days prior to the occurrence of
such tests, to permit the COMPANY REPRESENTATIVE to attend. If
the COMPANY REPRESENTATIVE is not present at the time
scheduled for the final tests, CONTRACTOR will advise COMPANY by
fax of this fact.
9.2.2 If the COMPANY REPRESENTATIVE is not present at the time
scheduled for the final tests, the final tests will proceed without
further delay; provided that the representative of the Independent
Inspection Agency described in Paragraph 8.3 of this Schedule "A",
if applicable, is present. In any case, either the COMPANY
REPRESENTATIVE or the Independent Inspection Agency, if
applicable, shall be present at final tests.
9.3 Failure to Pass Pre-Shipment Inspection or Testing
Where pre-shipment inspection or testing demonstrates that a unit or units do not conform to the
specification, COMPANY shall have the right to reject the affected unit or part
thereof, and to demand that CONTRACTOR replace such unit or part thereof,
with a conforming unit or part, provided that CONTRACTOR cannot bring
such unit or part thereof into conformity with the specification, within a
reasonable time.
9.4 Inspection and Testing Conducted According to Scope of Work and
Technical Specifications
Inspection and testing of materials and equipment shall be conducted in the manner stipulated in
the Scope of Work and Technical Specifications.
9.5 Inspection and Testing shall also be Conducted as per Manufacturer’s
Standard Quality Assurance Program
Further to Paragraph 9.4 of this Schedule “A”, inspection and testing of materials and equipment
shall also be conducted as per Manufacturer’s Standard Quality Assurance
Program which is based on National and International Standards.
10. Inspection and Testing by CONTRACTOR and COMPANY at WORK SITE

10.1 Inspection and Testing of the PROJECT
10.1.1 CONTRACTOR shall be responsible for inspecting and testing the
PROJECT in its entirety and all component parts of the PROJECT,
including those parts installed by SUBCONTRACTORS.
10.1.2 CONTRACTOR shall provide whatever inspection and testing the
CONTRACT requires CONTRACTOR to perform, to ensure
conformance to the Scope of Work and Technical Specifications.
10.2 COMPANY REPRESENTATIVE’s Presence at all WORK Locations
COMPANY shall be entitled to have the COMPANY REPRESENTATIVE present at all locations where
CONTRACTOR or SUBCONTRACTORS are engaged in the performance of the
WORK, at any and all times, to review and inspect all aspects of their
performance of the WORK and to perform or witness whatever tests are
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required by the CONTRACT or which COMPANY otherwise considers
necessary.
10.3 No Waiver of COMPANY’s Rights in Relation to WORK Defects
Inspection or non-inspection, or witnessing or non-witnessing, by COMPANY shall not be construed
as waiving any of COMPANY's rights in relation to defects in the WORK, nor
shall acceptance of any part of the WORK relieve CONTRACTOR of its
responsibilities under Paragraph 18, Warranties and Remedy of Defects, of
this Schedule "A".
10.4 Assistance to COMPANY Inspections
In connection with any inspections or tests performed by COMPANY, CONTRACTOR shall provide
such assistance as COMPANY may direct for the safe and efficient
performance of such inspections or tests at no additional cost to COMPANY.
10.5 Advance Inspection Notice
For any inspection or any test to be witnessed by the COMPANY REPRESENTATIVE, CONTRACTOR
shall advise the COMPANY REPRESENTATIVE in writing of said inspection or
test sufficiently in advance (but in any event no later than seven [7] calendar
days prior to the date thereof) to enable the COMPANY REPRESENTATIVE to
attend.
10.6 WORK Closed or Covered before Inspections
10.6.1 If any part of the WORK or the PROJECT is closed or covered before
the required inspection or witnessing has been performed or
without agreement by COMPANY, it must, if required by COMPANY
be opened or uncovered for inspection or witnessing and re-closed
or re-covered all at CONTRACTOR's expense without claim for
reimbursement from COMPANY and without any adjustment to the
Critical Milestone Dates.
10.6.2 If, however, proper notifications are given by CONTRACTOR and
COMPANY does not attend as requested, and if the WORK or
PROJECT is uncovered at COMPANY’s subsequent request and
found in accordance with the CONTRACT, then COMPANY shall, in
addition to the CONTRACT Price, pay CONTRACTOR the reasonable
costs incurred by CONTRACTOR in complying with the COMPANY’s
instructions. Also, CONTRACTOR shall be entitled to an equitable
adjustment to the Critical Milestone Dates to the extent that
CONTRACTOR has thereby been delayed or impeded in the
performance of any of its obligations under the CONTRACT.
11. CONTRACTOR’s Safety and Loss Prevention Requirements

11.1 Compliance with COMPANY’s Safety and Loss Prevention
Requirements
CONTRACTOR shall at all times comply with and ensure that CONTRACTOR's and SUBCONTRACTOR’s
employees and agents comply with all COMPANY’s Safety and Loss
Prevention rules and regulations as may be amended from time to time.
Specifically, it shall be the CONTRACTOR's responsibility to comply with the
provisions of COMPANY’s 5-STAR Safety and Health Management System in
addition to the publication entitled "Safety Guide", and any revisions or
additions or deletions to the foregoing as may be made by COMPANY from
time to time, and such other related requirements, specifications, and
standards as are made known to CONTRACTOR by COMPANY during the
performance of the WORK. CONTRACTOR is solely responsible for
familiarizing itself with all such rules and regulations, which are available
from COMPANY's Loss Prevention Division. CONTRACTOR shall take, or cause
to be taken, any additional measures which the COMPANY REPRESENTATIVE
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may direct to protect against injury to or death of any person or damage to
or loss of any property during CONTRACTOR’s performance of the WORK.
11.2 Noncompliance with COMPANY Safety Requirements
CONTRACTOR’s non-compliance with the (5-Star) Safety Program and

“Safety Manual” shall constitute a substantial breach of the CONTRACT and
COMPANY shall have the right to terminate the CONTRACT for cause in
accordance with Paragraph 25 of this Schedule "A", without prejudice to
COMPANY’s right to enforce any other remedy provided by law and
CONTRACTOR shall reimburse COMPANY for any and all damages and losses
incurred as a cause of this breach.
11.3CONTRACTOR’s Safety and Loss Prevention Program

11.3.1 CONTRACTOR shall develop a Safety and Loss Prevention Program
designed to prevent injury to personnel or damage to the WORK
and property.
11.3.2 Immediately upon the Effective Date of the CONTRACT,
CONTRACTOR shall prepare and submit its Safety and Loss
Prevention Program to COMPANY, for COMPANY's review and
comments.
11.3.3 CONTRACTOR shall ensure full implementation of the program.
11.3.4 CONTRACTOR shall appoint a safety supervisor to coordinate the
program.
11.4COMPANY WORK Permits
11.4.1 CONTRACTOR shall obtain each day COMPANY Work Permit(s) for
any WORK to be carried out during such day in any COMPANY
specified "restricted area".
11.4.2 It shall be the CONTRACTOR's responsibility to ascertain, in
advance, whether the WORK area is designated a restricted area.
11.4.3 COMPANY REPRESENTATIVE shall give guidance on restricted area
locations.
11.5No Opening or Closing of Valves and Switches
CONTRACTOR shall ensure that CONTRACTOR's personnel and SUBCONTRACTOR’s personnel do not
open or close any valves, electrical switches, or operate any other piece of
COMPANY’s plant without the prior written approval of COMPANY and then
only under the direct supervision of the supervising operator or plant
foreman.
11.6Accident Reports
11.6.1 CONTRACTOR shall ensure that an immediate oral report is made
to the COMPANY REPRESENTATIVE in the case of all:
11.6.1.1 Fatal injuries.
11.6.1.2 Injuries requiring medical attention which results in lost
time.
11.6.1.3 Damage over SR: 10,000.00 to CONTRACTOR's plant or
equipment.
11.6.1.4 Damage to any plant or equipment not owned by
CONTRACTOR.
11.6.1.5 Fires.
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11.6.2 In the case of fatal or non-fatal injuries, oral reports shall be
followed promptly by a written report.
11.6.3 For accidents involving damage to property only, a full written
report shall be forwarded to the COMPANY REPRESENTATIVE
promptly after the occurrence.
11.7Accident Records
11.7.1 CONTRACTOR shall maintain, in a format approved by the
COMPANY REPRESENTATIVE, a current record showing all:
11.7.1.1 Working injuries.
11.7.1.2 Fires.
11.7.1.3 Incidents of equipment and property damage over SR:
10,000.00.
11.7.1.4 Motor vehicle collisions.
11.7.1.5 Incidents involving damage to COMPANY’s equipment
and property.
11.7.2 The Accident Records shall be available for inspection at all
reasonable times and shall be provided to COMPANY on request.
11.8Use of Radioactive Sources
11.8.1 CONTRACTOR shall ensure that restricted materials will be used

only if the usage is in compliance with laws, rules, and regulations
of the Government of the Kingdom of Saudi Arabia and with prior
written approval of COMPANY.
11.8.2 Where the WORK requires the use of ionizing radiation, either by
CONTRACTOR or some other organization approved by COMPANY,
CONTRACTOR shall ensure that all employees are made aware of
the precautions to be taken.
11.9First-Aid Facilities
CONTRACTOR shall provide and maintain adequate first-aid facilities at the WORK SITE, in
accordance with all laws, rules and regulations of the Government of the
Kingdom of Saudi Arabia, and the requirements of the Scope of Work and
Technical Specifications, if any.
11.10 Safety Requirements in Appendix II
In addition to the above safety requirements, CONTRACTOR shall comply with all safety
requirements detailed in Appendix II to this Schedule
12. CONTRACTOR’s WORK SITE Responsibility
12.1Temporary Structures
12.1.1 The establishment or construction by CONTRACTOR of all WORK-

related storage areas and temporary structures on or adjacent to
COMPANY premises shall be authorized in advance by COMPANY
and shall be confined to areas specified by COMPANY.
12.1.2 CONTRACTOR shall provide authorized temporary structures at its
own expense.
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12.1.3 If not already accomplished prior to the Effective Date of the
CONTRACT, promptly thereafter, CONTRACTOR shall submit to
COMPANY REPRESENTATIVE, for COMPANY's approval, a plan for
proposed ancillary site facilities required by CONTRACTOR during
performance of the WORK.
12.1.4 The plan for ancillary site facilities shall include but not be limited
to: materials and equipment storage facilities, site offices,
conference room, prayer area, first-aid facilities as described in
Paragraph 11.8 of this Schedule “A”, camp accommodations,
sanitary facilities, vehicle parking, temporary electrical supply,
telecommunication facilities and trash collection, as well as
proposed locations for each in accordance with the Scope of Work
and Technical Specifications.
12.2Protection of Existing Vegetation and Structures
12.2.1 CONTRACTOR shall preserve and protect all existing vegetation

such as trees, shrubs and grass on or adjacent to the WORK SITE
that do not interfere with the WORK.
12.2.2 Except as may be otherwise provided in Schedule "B" or in the

Scope of Work and Technical Specifications, CONTRACTOR shall
protect from damage all existing structures, improvements or
utilities at or near the WORK SITE, and shall repair and restore at
CONTRACTOR's expense any damage thereto resulting from
CONTRACTOR's failure to exercise reasonable care in protecting the
same during CONTRACTOR's performance of the WORK. If
CONTRACTOR fails to undertake these repairs or restoration,
COMPANY shall have such repairs or restoration performed by
others at CONTRACTOR's expense.
12.3Toilet Facilities at the WORK SITE
CONTRACTOR shall provide and maintain for its personnel ample toilet facilities at the WORK SITE in
accordance with applicable COMPANY standards and specifications. Sanitary
facilities shall be operational at all times while there are personnel on the
WORK SITE.
12.4Cleanliness of the WORK SITE
12.4.1 CONTRACTOR shall at all times keep the WORK SITE neat, clean
and free of waste material and trash.
12.4.2 CONTRACTOR shall, at the direction of COMPANY, promptly remove
from the WORK SITE any surplus equipment and materials not
required for the WORK.
12.4.3 Before Final Acceptance of the WORK and before final payment is
made, CONTRACTOR shall at COMPANY's direction, remove from
the WORK SITE all equipment, temporary structures, trash, unused
materials and other such items. In the event of CONTRACTOR's
failure to discharge the foregoing obligation, COMPANY may
accomplish the same, or have it accomplished by others, all at
CONTRACTOR's expense.
12.5Garbage Container and Trash Collection
12.5.1 CONTRACTOR shall provide sufficient covered garbage containers

at all necessary places to ensure adequate storage capacity and to
prevent litter.
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12.5.2 CONTRACTOR shall clean the premises and collect trash and refuse
at least daily.
12.5.3 CONTRACTOR shall dispose of garbage and refuse in a manner
acceptable to COMPANY.
12.5.4 CONTRACTOR shall immediately remove any garbage that may

pose a fire, health, or environment hazard.
12.5.5 CONTRACTOR shall be responsible for management and disposal of

all scrap/garbage created by CONTRACTOR and its
SUBCONTRACTORS, and transfer them to the proper location
approved by the concerned Saudi Arabia municipality.
12.6Other Work near the WORK SITE
12.6.1 It is understood that COMPANY may itself perform work at or near

the WORK SITE, or have such work performed by Other
Contractors.
12.6.2 CONTRACTOR agrees to cooperate fully with COMPANY or any

Other Contractors performing such work, and not to interfere with
the performance of such work.
12.6.3 COMPANY shall ensure that the activities of Other Contractors shall
not affect the CONTRACTOR's WORK SCHEDULE.
13. WORK SCHEDULE and Reports

13.1CONTRACTOR’s Proposed WORK SCHEDULE
13.1.1 Prior to the commencement of WORK under the CONTRACT,
CONTRACTOR shall prepare and submit to COMPANY the
CONTRACTOR's proposed schedule ("WORK SCHEDULE").
13.1.2 The WORK SCHEDULE shall:
13.1.2.1 Be based on the Critical Milestone Date(s) and Final
Acceptance Date,
13.1.2.2 Incorporate the scheduled completion dates for
engineering and design, procurement and delivery of
materials and equipment, construction, installation,
testing and commissioning, and
13.1.2.3 Show the order in which CONTRACTOR shall perform
the WORK and any other information concerning
CONTRACTOR's WORK scheduling as COMPANY may
request.
13.2Progress Reporting
13.2.1 The WORK SCHEDULE shall be used as the basis for progress
reporting, schedule controlling and schedule forecasting.
13.2.2 At regular intervals, CONTRACTOR shall revise the WORK
SCHEDULE to include the effect of Changes (as defined in
Paragraph 16.1 of this Schedule "A") and to reflect actual WORK
progress.
13.2.3 CONTRACTOR shall regularly prepare schedule forecasts that
predict the actual dates of completion of engineering and design,
procurement and delivery of materials and equipment,
construction, installation, testing and commissioning, Technical
Completion and Final Acceptance, and any separable portions
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thereof specified by COMPANY, plus the occurrence of any Critical
Milestone Dates listed in Attachment II to Schedule "B".
13.2.4 CONTRACTOR shall promptly notify COMPANY of any anticipated or
actual slippage in the performance of the WORK as compared to
the WORK SCHEDULE to enable COMPANY and CONTRACTOR to
promptly initiate appropriate remedial action.
13.3Progress Reports
CONTRACTOR shall submit to COMPANY a WORK Progress Report on a Bi-Weekly basis or more
frequently as specified in the Scope of Work and Technical Specifications.
13.4Other Reports and Schedules
In addition to the WORK SCHEDULE and reports set forth under this Paragraph 13, CONTRACTOR
shall furnish COMPANY with other reports and schedules as stipulated in the
Scope of Work and Technical Specifications.
13.5WORK Progress Meetings
WORK progress meetings shall be held regularly between COMPANY and CONTRACTOR in
accordance with the provisions of the Scope of Work and Technical
Specifications.
13.6Prior Notice for WORK beyond Normal Working Hours
Should it be necessary for CONTRACTOR to work other than its normal working hours as shown on
the WORK SCHEDULE, then CONTRACTOR shall give COMPANY a minimum of
three (3) COMPANY working days written advance notification in each
instance.
13.7CONTRACTOR’s Demobilization Plan
Not less than sixty (60) calendar days prior to the date CONTRACTOR anticipates Final Acceptance of
the WORK, CONTRACTOR shall submit to the COMPANY REPRESENTATIVE a
plan for demobilizing from the WORK SITE. The said Plan shall provide
coverage for start-up and commissioning of the PROJECT.
13.8Updating the WORK SCHEDULE and Other Reports
Neither the updating of CONTRACTOR's WORK SCHEDULE, nor the submission, updating, change or
revision of any other report or schedule submitted to COMPANY by
CONTRACTOR under the CONTRACT, nor COMPANY's review of any such
report or schedule shall have the effect of amending or modifying, in any
way, the Final Acceptance Date, Critical Milestone Dates or of modifying or
limiting, in any way, the CONTRACTOR's obligations under the CONTRACT.
13.9Availability of CONTRACTOR’s Documents Upon COMPANY’s Request
All of CONTRACTOR's calculations, drawings and documents supporting schedules, reports and
forecasts shall be available to COMPANY on request.
14. Protection of the Environment
14.1Compliance with Rules, Regulations and Decisions applicable in Saudi

Arabia regarding the Environment
14.1.1CONTRACTOR shall abide by the rules, regulations, decisions and

regional and international agreements applicable in Saudi Arabia
regarding the environment, including the “General Environmental
Law” issued by the General Authority of Meteorology and
Environmental Protection (PME) and all of its regulations, rules,
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standards, decisions and instructions; in addition to abiding with all
standards, specifications and regulations pertaining to public health
in the WORK SITE.
14.1.2COMPANY may in the case of failure of CONTRACTOR to meet any of

the above requirements suspend the WORK or any part thereof
until the obligation of the CONTRACTOR to these requirements is
met. CONTRACTOR shall not consider time lost as a result of the
WORK suspension as reason for requesting time extension or cost
increase or compensation for damages.
14.2 Prevention of Harming the Environment
14.2.1 CONTRACTOR shall prevent pollution or contamination of the

environment (water, air, land and outer space and all the contents
of these milieus such as inanimate objects, flora, fauna, various
forms of energy, systems and natural processes and human
activities by any contaminant harmful to humans, animals or plants
or harming the environment or human activities in and around the
work site arising out of CONTRACTOR's or SUBCONTRACTOR's
14.2.2 In the event of environmental pollution or harm to the environment

regardless of the type and size of contamination or harm to the
environment during the implementation of the WORK,
CONTRACTOR shall immediately take the necessary measures and
shall officially notify COMPANY.
14.2.3 CONTRACTOR shall safely and durably preserve the environment in

and around the WORK SITE and take the necessary action to
protect it at CONTRACTOR's expense and without claim for
reimbursement from COMPANY. If CONTRACTOR fails or refuses to
take such necessary action, COMPANY reserves the right to have
others implement the work required at the expense of
CONTRACTOR.
14.2.4 CONTRACTOR shall not be responsible for any pre-existing

pollution, contamination or harm to the environment at the WORK
SITE. However, unless otherwise directed by COMPANY in writing
not to do so, in the event of discovery of any pollution or harm to
the environment, CONTRACTOR shall immediately inform COMPANY
and take, following the COMPANY’s approval, the necessary action
to remove the pollution or harm to the environment and COMPANY
shall reimburse CONTRACTOR the actual verifiable and auditable
costs incurred by CONTRACTOR for the effort and if relevant shall
equitably extend the contractually required Date for Completing the
WORK.
14.2.5 CONTRACTOR shall ensure that the establishment or company that

it will employ for the removal of harm to the environment is
experienced in such work and is duly qualified and licensed by the
appropriate authority of the Government of Saudi Arabia.
14.3 CONTRACTOR’s Liability for Harming the Environment
CONTRACTOR assumes full liability for and shall compensate COMPANY, its authorized
representatives, and any or all its employees and shall indemnify and
hold them harmless from all claims, lawsuits, losses, legal and
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procedural fees, expenses or damages to persons or assets resulting
from or incurred wholly or partially, either before, during, or after
performance of the WORK and directly or indirectly attributed to
CONTRACTOR's negligence or actions resulting in harm to the
environment.
14.4 Environment Requirements in Appendix II
In addition to the above environmental requirements, CONTRACTOR shall comply with all the
environmental protection requirements detailed in Appendix II to this
Schedule.
15. COMPANY’s General Obligations
COMPANY shall, in accordance with and subject to the terms and conditions of the CONTRACT, undertake to
perform its general obligations listed below in such time and manner as to facilitate
the orderly progress of the WORK.
15.1Pay the CONTRACT Price

COMPANY shall pay CONTRACTOR the CONTRACT Price set forth in Schedule "C" (CONTRACT Price),
In addition to the VAT according to payment terms.
15.2Provide Materials, Tools and Equipment
Provide materials, tools and equipment required for the performance of the WORK that are to be
provided by COMPANY pursuant to Paragraph 3, COMPANY-Supplied
Materials, Tools and Equipment, of Schedule “B”.
15.3Obtain Permits in COMPANY’s Name
Obtain all permits, licenses, and other governmental authorizations which must be obtained in
COMPANY's name and which are required and necessary for the performance
of the WORK.
15.4Allow CONTRACTOR Access to COMPANY Controlled Areas
Allow CONTRACTOR access, subject to COMPANY's normal security control and safety procedures, to
COMPANY controlled areas only as may be required for the orderly
15.5Obtain Rights-Of-Way
Obtain any easements and rights-of-way that are determined by COMPANY to be required for the
15.6Appoint COMPANY REPRESENTATIVE
Appoint one or more COMPANY REPRESENTATIVES.
15.7Provide Monuments, Benchmarks and Survey Points
15.7.1 Provide CONTRACTOR the minimum number of monuments,

benchmarks and survey points determined in COMPANY's discretion
to be required to do the WORK.
15.7.2 At the onset of the WORK, CONTRACTOR shall field-verify the

correctness of these monuments, benchmarks and survey points.
After this verification, it is the CONTRACTOR's responsibility to
maintain these monuments, benchmarks and survey points and to
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ensure that all WORK done is located in accordance with drawings
and specifications.
15.7.3 COMPANY at its discretion may order removed and replaced any
WORK not properly located, at no cost to COMPANY.
16. Changes
16.1 CHANGE ORDER
16.1.1 At any time, COMPANY may direct, in a CHANGE ORDER,

CONTRACTOR to make a change within the general scope of the
CONTRACT ("Change") such as, but not limited to, alterations of
the WORK or changes in the sequence of the performance of the
WORK and CONTRACTOR shall perform the WORK as specified in
the CHANGE ORDER.
16.1.2 In addition to describing the Change, a CHANGE ORDER shall

include the following:
16.1.2.1 Any adjustment in the Critical Milestone Dates or Final

Acceptance Date resulting from the Change, and
16.1.2.2 The lump sum price of or the basis for determining any
increase in the compensation due CONTRACTOR or
credit due COMPANY as a result of the Change, if any,
and
16.1.2.3 Any necessary adjustments to performance guarantees

or other aspects of the works that would result from
such proposed Change.
16.2 Basis for Determining Compensation for Changes
COMPANY shall establish the basis for determining the compensation due CONTRACTOR or credit due
COMPANY for each Change, as follows:
16.2.1 The prices stated in Pricing Attachments to Schedule "C" will be

used to determine the compensation to be paid to CONTRACTOR
for Changes or credit due COMPANY, provided that such Change
must not exceed an increase in the WORK by more than 10% (ten
percent) or a decrease by more than 20% (twenty percent) of the
CONTRACT Price.
16.2.2 Changes exceeding an increase in the WORK by more than 10%

(ten percent) or decrease by more than 20% (twenty percent) of
the CONTRACT Price shall be negotiated between COMPANY and
CONTRACTOR, pursuant to Paragraph 2.1 of Schedule "C".
16.3 CHANGE ORDER Agreement Signature
Except as provided under Paragraph 16.7 of this Schedule “A”, each CHANGE ORDER Agreement
shall be signed by both Parties. All work involved in a Change shall be
performed in accordance with the terms and conditions of the CONTRACT,
and without any prejudice to any COMPANY's rights in suspension or
termination in accordance with the CONTRACT.
16.4 No Compensation for Performing Changes without a CHANGE ORDER
16.4.1 If a Change may result in a request for an increase in the

compensation due CONTRACTOR or a request for an adjustment to
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the Final Acceptance Date or Critical Milestone Dates,
CONTRACTOR shall not proceed with the work involved in the
Change without a CHANGE ORDER signed by COMPANY.
16.4.2 If CONTRACTOR proceeds with the additional work involved in such

a Change without a CHANGE ORDER, CONTRACTOR shall not be
entitled to any additional compensation for the work performed or
to any adjustment of the Final Acceptance Date or Critical
Milestone Dates as a result of the Change.
16.5 Changes Required by Poor Design and Specifications
Changes required by poor design, specification omissions, correction of errors, procurement,

construction, or any other failure on the part of CONTRACTOR to comply with
the CONTRACT, shall not be considered as Changes, but will be wholly at
CONTRACTOR's responsibility and cost.
16.6 Failure by CONTRACTOR and COMPANY to Agree on a Change
16.6.1 If COMPANY and CONTRACTOR fail to agree on whether or not any

direction by COMPANY constitutes a Change, COMPANY may direct
CONTRACTOR, in writing, to proceed with the WORK as changed
and CONTRACTOR shall immediately proceed with the WORK as
changed.
16.6.2 CONTRACTOR's performance of such WORK, as changed, shall not

prejudice either COMPANY's or CONTRACTOR's position that such
direction constitutes a Change, and that the Final Acceptance Date
and/or Critical Milestone Dates should be adjusted, and/or that
CONTRACTOR should receive additional compensation for such
WORK or that COMPANY should receive additional credit for
reduction of the WORK. Such dispute shall be resolved mutually in
accordance with Paragraph 28, Settlement of Claims and Disputes,
of this Schedule "A".
16.7 Failure by CONTRACTOR and COMPANY to Agree on Compensation

and/or Adjustment to Critical Milestone Dates for a Change
16.7.1 Should COMPANY and CONTRACTOR fail to agree on the amount of

the compensation or credit due for each Change or fail to agree on
an adjustment to the Final Acceptance Date or Critical Milestone
Dates, COMPANY may nevertheless direct CONTRACTOR, in a
CHANGE ORDER signed by COMPANY alone, to proceed with the
WORK as changed.
16.7.2 Should COMPANY so direct CONTRACTOR, CONTRACTOR shall

proceed with the WORK as changed and COMPANY shall
compensate CONTRACTOR or calculate the credit due COMPANY, in
accordance with COMPANY's good faith estimate or saving of the
cost and taking into consideration all costs incurred by
CONTRACTOR or savings resulting from the Change.
16.7.3 CONTRACTOR's performance of the WORK as changed shall not

prejudice any request by CONTRACTOR for additional compensation
for the Change or for an adjustment in the Final Acceptance Date
or Critical Milestone Dates nor COMPANY's claim for a credit. Such
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dispute shall be resolved mutually in accordance with Paragraph
28, Settlement of Claims and Disputes, of this Schedule "A".
17. Completion and Acceptance
17.1Substantial Breach of CONTRACT
CONTRACTOR shall commence the WORK promptly upon the Effective Date of the CONTRACT and
shall prosecute the completion thereof with diligence and dispatch and in
such a way as to ensure that the Final Acceptance Date and Critical Milestone
Dates are met. Should CONTRACTOR fail to so prosecute the WORK and after
the Maximum Liquidated Damages for Delay of PROJECT indicated in
Paragraph 22.4 of this Schedule "A" has been reached plus an additional
remedy period of sixty (60) calendar days for CONTRACTOR to make good its
failure, such failure shall constitute a substantial breach of the CONTRACT.
17.2Design Completion
Design Completion shall be achieved when all designs, engineering, drawings, standards,
specifications, vendor drawings and other documents required in the Scope
of Work and Technical Specifications for design, fabrication and construction
of the PROJECT are completed and, to the extent required in the Scope of
Work and Technical Specifications, are reviewed and approved by COMPANY,
and the CONTRACTOR’s release of such documents [Issued for Construction
(IFC)] is noted by COMPANY.
17.3Technical Completion
17.3.1 Technical Completion of the PROJECT shall be achieved when:
17.3.1.1 All components, assemblies, or structures to be
supplied by CONTRACTOR and all COMPANY-supplied
items, if any, have been assembled and installed in
strict compliance with the approved plans, drawings,
and specifications, and
17.3.1.2 All required testing and commissioning of the PROJECT
or any of its components, assemblies, or structures
installed by CONTRACTOR have been successfully
achieved, and
17.3.1.3 The PROJECT is constructed in accordance with the
requirements of the Scope of Work and Technical
Specifications, except for minor items (punch list items)
not affecting the safety and reliable operation of the
PROJECT, and
17.3.1.4 The WORK SITE is clean and in a safe condition with all
construction debris, equipment and excess materials
removed, and
17.3.1.5 COMPANY has given CONTRACTOR a written
notification [Technical Completion Certificate (TCC)]
that all Technical Completion activities mentioned in
Paragraphs 17.3.1.1 thru 17.3.1.4 above have been
completed and that the PROJECT is ready for thirty
(30) consecutive calendar days performance trial.
17.3.2 The actual date on which all of the requirements of Paragraphs
17.3.1.1 thru 17.3.1.4 above have been fulfilled shall be deemed
as the actual Technical Completion Date of the PROJECT, even if
the Technical Completion Certificate (TCC) is issued by COMPANY
at a later date.
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17.4Notice of Technical Completion and Corrective WORK
17.4.1 Not less than thirty (30) calendar days prior to the date
CONTRACTOR anticipates Technical Completion of the PROJECT,
CONTRACTOR shall notify COMPANY in writing of the date on which
CONTRACTOR anticipates that the PROJECT will be technically
complete.
17.4.2 When CONTRACTOR considers the PROJECT to be technically
complete, CONTRACTOR shall notify COMPANY in writing.
17.4.3 Within thirty (30) calendar days of receipt of the notice from
CONTRACTOR, COMPANY shall inspect the PROJECT and, if
CONTRACTOR demonstrates to COMPANY that the PROJECT is
technically complete in accordance with the CONTRACT, COMPANY
shall notify CONTRACTOR in writing that all Technical Completion
activities are complete for the PROJECT.
17.4.4 If the PROJECT is not technically complete in accordance with the
CONTRACT, or COMPANY believes that it may not be, COMPANY shall
so notify CONTRACTOR, in writing, specifying the respects in which
the PROJECT is or may be deficient and CONTRACTOR shall correct
the deficiencies or demonstrate to COMPANY that no deficiencies
exist.
17.4.5 CONTRACTOR shall notify COMPANY in writing when it considers the
deficiencies corrected and COMPANY shall inspect the PROJECT
within thirty (30) calendar days of receipt of such notice.
17.4.6 If CONTRACTOR demonstrates to COMPANY that the PROJECT, as
corrected, is technically complete in accordance with the CONTRACT,
COMPANY shall notify CONTRACTOR in writing that all Technical
Completion activities are complete.
17.4.7 If the PROJECT, as further corrected, is again not complete in
accordance with the CONTRACT, or COMPANY believes it may not be,
the Parties shall again proceed in the manner described above until
all deficiencies are corrected or CONTRACTOR demonstrates to
COMPANY that the PROJECT, as corrected, is technically complete
and the PROJECT is declared in writing by COMPANY to be technically
complete and is ready for a thirty (30) consecutive calendar days
performance trial.
17.4.8 Should CONTRACTOR fail to start any required corrective WORK
promptly after receipt of COMPANY's notice, or fail to perform such
corrective WORK continuously and with due diligence to completion,
COMPANY may, at its option, perform such corrective WORK itself or
through others and charge the cost to CONTRACTOR.
17.5Preliminary Acceptance
17.5.1 Preliminary Acceptance of the PROJECT shall be achieved when:
17.5.1.1 All utilities and support systems are fully operational,
and has completed thirty (30) consecutive calendar
days of trial run period, and
17.5.1.2 All warranties are in place pursuant to the terms of the
CONTRACT, and
17.5.1.3 The Test Record Books have been received by
COMPANY, and
17.5.1.4 COMPANY has received from CONTRACTOR a list of
manufacturers of equipment and equipment
components supplied and installed under the
CONTRACT, and
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17.5.1.5 COMPANY has received the complete Parts Data
Package, and
17.5.1.6 All outstanding punch list items are completed by
CONTRACTOR, and
17.5.1.7 COMPANY has received Field marked–up As-built
drawings, and
17.5.1.8 COMPANY has given CONTRACTOR a written
certification [Preliminary Acceptance Certificate (PAC)]
that all Preliminary Acceptance activities mentioned in
Paragraphs 17.5.1.1 thru 17.5.1.7 above have been
completed.
17.5.2 The actual date on which all of the requirements of Paragraphs
17.5.1.1 thru 17.5.1.7 above have been fulfilled shall be deemed as
the actual Preliminary Acceptance Date of the PROJECT, even if the
Preliminary Acceptance Certificate (PAC) is issued by COMPANY at a
later date.
17.5.3 CONTRACTOR shall perform start-up and trial operation of the
PROJECT by providing labor and equipment until they have been
successfully operated at the conditions specified in the Scope of
Work and Technical Specifications.
17.6Final Acceptance
17.6.1 Final Acceptance of the WORK shall be achieved when:
17.6.1.1 Technical Completion of the PROJECT has been
achieved, and
17.6.1.2 Preliminary Acceptance of the PROJECT has been
achieved, and
17.6.1.3 CONTRACTOR has fully demobilized from the WORK
SITE, and
17.6.1.4 All final As-Built Drawings and the Operation and
Maintenance Manuals have been received by COMPANY,
and
17.6.1.5 CONTRACTOR has delivered to the COMPANY’s
warehouse(s) the operation and maintenance spare
parts, as stipulated in Schedule “B”, and
17.6.1.6 The COMPANY personnel have been trained on
operation and maintenance of the PROJECT as
described in Schedule "B", and
17.6.1.7 CONTRACTOR has delivered to COMPANY the
specialized Test Equipment, and
17.6.1.8 The Final Receipt and Release Agreement (COMPANY
Form # 15076) has been signed by CONTRACTOR and
COMPANY in accordance with Schedule "C".
17.7Adjustment to the Critical Milestone Dates
The Final Acceptance Date and Critical Milestone Dates shall be adjusted when so stipulated in an
AMENDMENT or in a CHANGE ORDER Agreement.
17.8Completion and Acceptance of PROJECT PORTIONS
If the PROJECT comprises more than one (1) PROJECT PORTION as may be indicated in Schedule
“B”, the provisions of this Paragraph 17, Completion and Acceptance, shall be
applied separately for each PROJECT PORTION, except for the Final Receipt
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and Release Agreement under sub-paragraph 17.6.1.8 of this Schedule “A”
which shall be required only for the last PROJECT PORTION is completed.
18. Warranties and Remedy of Defects
18.1 Warranty Coverage
18.1.1 CONTRACTOR warrants:
18.1.1.1 that it shall perform the WORK in a competent, diligent
and workmanlike manner; and in accordance with
Prudent Industry Practices, and the Scope of Work and
Technical Specifications; and
18.1.1.2 that the PROJECT shall be engineered and designed in
accordance with good quality, efficiency, design and
engineering practices; shall meet the design criteria
described in the Scope of Work and Technical
Specifications and any additional design criteria agreed
between COMPANY and CONTRACTOR; and, as
engineered and designed, shall be fit for the purposes
intended; and
18.1.1.3 that the materials and equipment for the PROJECT shall
be merchantable, fit for the purposes intended, free of
defects in design, engineering, material or
workmanship; and conform to the standards and
specifications contained or referred to in the Scope of
Work and Technical Specifications, and any additional
standards and specifications contained or referred to in
Schedule "B"; and that COMPANY shall have complete
title to such materials and equipment upon Final
Acceptance of the WORK, without any withholding
rights, financial obligations, or security interest; and
18.1.1.4 that the fabrication of all parts and units of the

PROJECT shall be free of defects in workmanship and in
accordance with the designs, drawings, and
specifications prepared by CONTRACTOR and with good
and efficient fabrication and craft practices; and
18.1.1.5 that all materials and equipment are compatible with

the International Standards, and that test certificates
are provided where required by the Scope of Work and
18.2 Warranty Period and Performance of Corrective WORK
18.2.1 Should COMPANY discover at any time prior to or within one (1)
Gregorian year after the actual Preliminary Acceptance Date of the
PROJECT that the WORK does not conform to the warranties set
forth in Paragraph 18.1 of this Schedule “A”, CONTRACTOR shall,
after receipt of notice from COMPANY, promptly perform or arrange
for the performance of any corrective WORK required to make the
WORK conform to the warranties set forth in the said Paragraph
18.1 above, including all WORK of removal, engineering, design,
replacement or re-fabrication of material and reinstallation as may
be necessary at no extra cost to COMPANY.
18.2.2 CONTRACTOR shall not be responsible and liable for defects or

deficiencies on the WORK during the Warranty Period, which are
due to normal wear and tear, improper operation and maintenance
by COMPANY and its agents or Other Contractors.
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18.3 COMPANY may or may have Others Perform Corrective WORK
Should CONTRACTOR refuse to undertake the corrective WORK, then COMPANY may perform or
have others execute some or all of the corrective WORK at CONTRACTOR's
expense, without prejudice to all rights and remedies provided to COMPANY
under the CONTRACT.
18.4 Warranty for Corrective WORK
If, pursuant to Paragraph 18.2 of this Schedule “A”, CONTRACTOR performs corrective WORK, the
provisions of this Paragraph 18 shall apply to said corrective WORK and any
materials or equipment provided by CONTRACTOR for a period of one (1)
Gregorian year from the date the corrective WORK is completed. However,
the total Warranty Period shall in no case extend beyond thirty six (36)
Gregorian months from the actual Preliminary Acceptance Date of the
PROJECT. CONTRACTOR shall maintain all relevant CONTRACT documents,
records, designs and drawings for the duration of the warranty of the
PROJECT.
18.5 Submission of Warranty Certificates
All warranties obtained by CONTRACTOR for materials and equipment purchased by CONTRACTOR
for incorporation in the PROJECT shall be deemed to be for the benefit of
COMPANY and shall on Preliminary Acceptance of the PROJECT be made
available to COMPANY.
18.6 Rights and Remedies Provided by Law
The rights and remedies of COMPANY provided by this Paragraph 18 are cumulative and in addition
to any other rights and remedies provided by law or otherwise.
18.7 Warranty for PROJECT PORTIONS
If the PROJECT comprises more than one (1) PROJECT PORTION as may be indicated in Schedule “B”
of the CONTRACT, the provisions of this Paragraph 18 shall be applied
separately for each PROJECT PORTION.
19. Subcontracts
19.1 Limitations and Exclusions of Subcontracting
19.1.1 CONTRACTOR shall not subcontract the entire WORK.
19.1.2 CONTRACTOR shall not subcontract any portion of the WORK

without a prior written authorization of COMPANY as described in
Paragraph 19.3 of this Schedule “A”, which authorization shall not
be unreasonably withheld.
19.1.3 The Subcontracting Plan and the SUBCONTRACTORS proposed by

CONTRACTOR in its Technical Proposal for the WORK and accepted
by COMPANY prior to the Effective Date of the CONTRACT shall be
deemed approved by COMPANY in accordance with the
requirements of this Paragraph 19, Subcontracts.
19.1.4 CONTRACTOR shall not allow a SUBCONTRACTOR to further

subcontract any portion of the subcontracted WORK as described in
Paragraph 19.5 of this Schedule “A”. CONTRACTOR shall ensure to
include such restrictions in any subcontracting arrangements.
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19.1.5 The provisions of this Paragraph 19, Subcontracts, shall not apply
to suppliers. For clarity and purposes of this paragraph,
SUBCONTRACTORS are those who perform site works (on-site
activities), while suppliers are those who supply materials and
equipment but do not perform site works.
19.2 COMPANY’s Authorization and Subcontracting Plan
Any subcontract for the performance of any portion of the WORK shall be procured only after
CONTRACTOR has received written authorization from COMPANY to
subcontract that portion of the WORK. If not already accomplished prior to
the Effective Date of the CONTRACT, then promptly thereafter, CONTRACTOR
shall submit to the COMPANY REPRESENTATIVE for COMPANY's approval, the
CONTRACTOR's Subcontracting Plan. The Subcontracting Plan shall
specifically identify those portions of the WORK that CONTRACTOR proposes
to subcontract. In procuring subcontracts, CONTRACTOR shall select
SUBCONTRACTOR solely on the basis of commercial, financial and technical
considerations.
19.3 Subcontracting Notice to COMPANY
19.3.1 After receiving COMPANY's written authorization that a portion of

the WORK may be subcontracted, CONTRACTOR shall, before
procuring any subcontract, submit a notification to COMPANY
containing the following information:
19.3.1.1 If the proposed SUBCONTRACTOR is a sole

proprietorship or partnership, the name and address of
the proprietor or each member of the partnership, as
the case may be.
19.3.1.2 If the proposed SUBCONTRACTOR is a corporation, the

place of its incorporation or formation and its corporate
headquarters.
19.3.1.3 The name and address of the proposed

SUBCONTRACTOR’s principal bank; and a copy of the
SUBCONTRACTOR’s valid Saudi Arabia Commercial
Registration, Zakat and GOSI Certificates and latest
audited Financial Statement for the previous year.
19.3.1.4 Documentation acceptable to COMPANY of the proposed

SUBCONTRACTOR's technical qualifications to perform
the WORK to be subcontracted.
19.3.2 COMPANY shall, in a timely manner, review the foregoing

information and, if the proposed SUBCONTRACTOR is, in
COMPANY's opinion, commercially qualified, technically competent
and financially able to perform the WORK to be subcontracted,
advise CONTRACTOR in writing of its non-objection to the proposed
SUBCONTRACTOR.
19.3.3 If COMPANY objects to the proposed SUBCONTRACTOR,

CONTRACTOR shall either itself accomplish the WORK that would
have been performed by the proposed SUBCONTRACTOR, or shall
select another SUBCONTRACTOR to which COMPANY has no
objection.
19.4 Assignment of CONTRACTOR’s Rights Under Subcontracts
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19.4.1 In the event of any substantial breach of the CONTRACT by
CONTRACTOR and without regard as to whether COMPANY terminates
the CONTRACT or a portion of the WORK pursuant to Paragraph 25,
Termination by COMPANY for Cause, of this Schedule "A",
CONTRACTOR shall, if COMPANY requests, assign to COMPANY all of
its rights under all subcontracts entered into by CONTRACTOR, and
COMPANY may, to the extent permitted by applicable law and after
prior written notice to CONTRACTOR, enforce directly against any
such SUBCONTRACTOR all rights of CONTRACTOR under such
subcontract.
19.4.2 All subcontracts entered into by CONTRACTOR shall contain a

provision whereby the SUBCONTRACTOR agrees and consents to
such assignment by CONTRACTOR to COMPANY.
19.5 No Further Subcontracting
CONTRACTOR shall include in every subcontract under the CONTRACT, a provision prohibiting any
further subcontracting of any portion of the WORK by the SUBCONTRACTOR.
19.6 No Contractual Relationship between SUBCONTRACTOR and COMPANY
19.6.1 CONTRACTOR shall be fully responsible to COMPANY for the acts

and omissions of SUBCONTRACTOR and its personnel.
19.6.2 CONTRACTOR shall manage, schedule and coordinate the work of
its SUBCONTRACTOR to meet the Final Acceptance Date and
Critical Milestone Dates.
19.6.3 Nothing in the CONTRACT shall create any contractual relation
between COMPANY and any SUBCONTRACTOR unless COMPANY
elects to exercise its rights under Paragraph 19.4 of this Schedule
“A”.
19.6.4 COMPANY's approval to subcontract any portion of the WORK and
COMPANY's non-objection to the SUBCONTRACTOR selected by
CONTRACTOR shall not relieve CONTRACTOR of any of its
obligations, duties or responsibilities under the CONTRACT.
20. Distribution of Risks Between COMPANY and CONTRACTOR
20.1 Damage to CONTRACTOR-Supplied Materials and Equipment

CONTRACTOR shall release and indemnify COMPANY for damage to or loss of CONTRACTOR-supplied
materials and equipment (including spare parts and tools) for the PROJECT
prior to Preliminary Acceptance of the PROJECT, unless caused by willful
misconduct or gross negligence of COMPANY.
20.2 Damage to COMPANY-Supplied Materials, Equipment and Tools
CONTRACTOR shall release and indemnify COMPANY for damage to or loss of COMPANY-supplied
materials, equipment and tools at any time when these items are in
CONTRACTOR’s custody and control at any location unless caused by willful
misconduct or gross negligence of COMPANY.
20.3 Damage to CONTRACTOR’s and SUBCONTRACTOR’s Tools and
Equipment
CONTRACTOR shall be responsible for and shall release and hold harmless COMPANY, Other
Contractors, their subcontractors, and the personnel or agents of any of
them from liability resulting from damage to or loss of CONTRACTOR's or
SUBCONTRACTOR's tools and equipment, whether owned or rented and
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wherever located, which are used or intended to be used for performing the
WORK, unless caused by willful misconduct or gross negligence of COMPANY.
20.4 Damage to the PROJECT Prior to Preliminary Acceptance
If prior to Preliminary Acceptance, any part of the PROJECT is damaged, destroyed or lost,
CONTRACTOR shall promptly carry out the reconstruction, repair or
replacement thereof, at no extra cost to COMPANY.
20.5 Injury to Person, Claims, Losses and Damages to Property
20.5.1 Subject to specific exclusions provided in Paragraphs 20.7 and 20.9

of this Schedule “A”, CONTRACTOR shall defend, indemnify and
hold harmless COMPANY from any and all claims, losses, expenses
or damages arising from, or related to, the injury to or death of
any person and the damage to, or loss of, any property, including
COMPANY’s other property, resulting from any acts or omissions of
CONTRACTOR or its personnel or its agents or SUBCONTRACTOR.
20.5.2 Where such loss or damage is the result of the joint negligence or
willful misconduct of CONTRACTOR and/or SUBCONTRACTOR with
any other party including COMPANY, CONTRACTOR’s duty to
compensate COMPANY shall be in proportion to CONTRACTOR’s and
SUBCONTRACTOR’s allocable share of such joint negligence or
misconduct.
20.6 Definition of COMPANY’s Other Property
As used herein, COMPANY's other property shall include, but not be limited to, the following:
20.6.1 COMPANY's units, systems, structures, plant and equipment

existing separately from the PROJECT.
20.6.2 Any part of the PROJECT included in any part of the WORK that has
been terminated.
20.7 CONTRACTOR’s Liability Limitation
Unless caused by the willful misconduct or gross negligence of CONTRACTOR or its personnel or its
agents or SUBCONTRACTOR, COMPANY shall release and hold harmless
CONTRACTOR for losses, expenses or damages to the COMPANY resulting
from its contractual obligations under this CONTRACT to the extent that such
damage exceeds the scope or limits of insurance policies required to be
purchased by CONTRACTOR pursuant to the CONTRACT or exceeds the
CONTRACT amount in case of damages that are not covered by the required
insurance.
20.8 Criminal Misappropriation
CONTRACTOR shall indemnify, defend and hold harmless COMPANY from any and all claims, losses,
expenses and damages arising from or related to any criminal
misappropriation or misapplication by any of CONTRACTOR's personnel of
any property, whether tangible or intangible, occurring during the course of
or in connection with the performance of the WORK. CONTRACTOR shall
obtain from SUBCONTRACTOR an indemnity and release for COMPANY
identical to the one described in this Paragraph 20.8.
20.9 Consequential Damages
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CONTRACTOR, its agents and SUBCONTRACTORS shall not be liable to COMPANY, nor shall
COMPANY be liable to CONTRACTOR, its agents and SUBCONTRACTORS, for
any consequential damages, loss of profit and claims for indirect and
consequential losses, whether such liability is based, or claimed to be based,
upon any breach of either Party's obligations under the CONTRACT, or
whether such liability is based, or claimed to be based, upon any negligent
act or omission of a Party, its personnel, agents, appointed representatives
or subcontractor.
20.10Exclusive COMPANY Remedies for the Liabilities of CONTRACTOR

The remedies set forth in this Schedule “A” shall be the sole and exclusive remedies of
COMPANY for the liabilities of CONTRACTOR arising out of or in
connection with the CONTRACT, despite any remedy otherwise
available at law.
21. Insurance
21.1 Carry and Maintain Insurance at all Times
CONTRACTOR shall, at its own expense, carry and maintain in force at all times from the Effective Date
of the CONTRACT through the Preliminary Acceptance of the PROJECT the
following insurance policies with an insurance company licensed in the Kingdom
of Saudi Arabia and acceptable to COMPANY:
21.1.1 Comprehensive General Liability Insurance (CGL)
a) Coverage
Comprehensive General Liability Insurance coverage with limits of no less than the
amount reflected in the Signature Document per occurrence for
bodily injury, death or property damage during the performance
of the WORK. CONTRACTOR represents and warrants that the
aforesaid insurance covers, without limitation, loss of, or
damage to COMPANY’s other property for which CONTRACTOR is
responsible pursuant to Paragraph 20.5 of this Schedule “A”.
b) Designation of COMPANY as Additional Insured in CGL
The Comprehensive General Liability Insurance shall designate COMPANY as an
additional insured as regards COMPANY’s liabilities for WORK
performed by CONTRACTOR pursuant to the CONTRACT. Such
policy shall contain a cross-liability clause so that COMPANY and
CONTRACTOR are regarded as third parties to each other.
21.1.2 CONTRACTOR’s All Risk Insurance
CONTRACTOR’s All Risk Insurance coverage for the entire PROJECT. The sum insured per
occurrence shall be no less than the total CONTRACT Price, or
replacement cost of the PROJECT and the cost of removing debris
following an insured loss.
21.2 Rights of Subrogation
In all insurance coverage purchased by CONTRACTOR pursuant to Paragraph 21.1 of this Schedule “A”,
CONTRACTOR shall have the insurance carriers waive all rights of subrogation
against COMPANY, its affiliated companies and any of their personnel, agents
and appointed representatives.
21.3 Liability for Losses for which CONTRACTOR is Responsible
COMPANY and CONTRACTOR agree that the insurance coverages listed in Paragraph 21.1 of this
Schedule “A” are minimum coverage required to be purchased by CONTRACTOR
under the CONTRACT. Should any loss occur for which CONTRACTOR is
responsible, CONTRACTOR shall, except as provided in Paragraph 20.5 of this
Schedule “A”, be liable for the full amount of the loss; including the amount in
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excess of any deductible specified in CONTRACTOR’s insurance policies, and any
amounts not recovered from the insurers.
21.4 Insurance Certificates
21.4.1 COMPANY’s Option to Require CONTRACTOR to Provide
Insurance Certificates
If requested by COMPANY, CONTRACTOR shall have its insurance carrier(s) furnish to
COMPANY insurance certificates specifying the types and amounts
of coverage in effect, the expiration dates of each policy, and
statement that no insurance will be canceled or materially changed
without thirty (30) calendar days prior written notice to COMPANY.
21.4.2 COMPANY’s Option to Examine Insurance Policies
If requested by COMPANY, CONTRACTOR shall permit COMPANY to examine the original
insurance policies or, at COMPANY’s option, CONTRACTOR shall
furnish COMPANY with copies of insurance policies certified by the
carrier(s) as being true and complete copies of the original policies.
COMPANY’s approval of, or non-objection to, CONTRACTOR’s
insurance certificates or policies shall not relieve CONTRACTOR of
any obligation or liability under the CONTRACT.
21.4.3 Material Alteration to the Terms of Insurance Polices

CONTRACTOR shall not make any material alteration to the terms of any insurance policies
without prior approval of COMPANY. If an insurer makes or
(attempts to make) any alteration, CONTRACTOR shall promptly
give notice to COMPANY.
22. Liquidated Damages for Delay of PROJECT
22.1 Basis of Liquidated Damages Assessment
22.1.1 Liquidated Damages shall be assessed against CONTRACTOR for
failure to complete the PROJECT in accordance with the Technical
Completion Date specified in Attachment II of Schedule "B" or as
adjusted in accordance with Paragraph 17.7 of this Schedule "A".
22.1.2 Liquidated Damages shall be calculated for each day of delay based
on the "Daily Average Cost" (DAC) of the PROJECT.
22.2 Formula for Calculating Liquidated Damages
The DAC equals the CONTRACT Price, as stated in Schedule "C" divided by the PROJECT Duration,
which is the total number of days from the Effective Date of the CONTRACT
to the Technical Completion Date specified in Attachment II of Schedule "B"
or as adjusted in accordance with Paragraph 17.7 of this Schedule "A".
That is,
CONTRACT Price (Saudi Riyals)
DAC =
PROJECT Duration (Days)
22.3 Stages of Liquidated Damages Assessment

Liquidated Damages shall be assessed in three (3) stages as follows:
22.3.1 First Stage
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For each day of delay up through fifteen (15) days or five percent (5%) of the PROJECT
Duration, whichever is greater, Liquidated Damages shall be one-
fourth of the Daily Average Cost.
22.3.2 Second Stage
For each day of delay beyond the initial fifteen (15) days or five percent (5%) of the
PROJECT Duration, and up through the next fifteen (15) days or
five percent (5%), whichever is greater, Liquidated Damages shall
be one-half of the Daily Average Cost.
22.3.3 Third Stage

For each day of delay beyond the second fifteen (15) days or five percent (5%) of the
PROJECT Duration and up through the actual date of Technical
Completion of the PROJECT, Liquidated Damages shall be the Daily
Average Cost.
22.4 Maximum Liquidated Damages to be Assessed
The total Liquidated Damages assessed against CONTRACTOR shall not exceed ten percent (10%) of
the total CONTRACT Price. However, if the portion of the PROJECT not
completed by the Technical Completion Date does not prohibit full utilization
of the PROJECT on this date and does not cause any inconvenience in the
utilization of any other utility, then the total Liquidated Damages shall not
exceed ten percent (10%) of the value of the PROJECT not executed as
determined by COMPANY.
22.5 CONTRACTOR’s Liability for COMPANY’s Extended Supervision Cost
In addition to the Liquidated Damages referred to above, CONTRACTOR shall be liable for the
payment of the extended supervision cost incurred by COMPANY beyond the
Technical Completion Date specified in Attachment II of Schedule "B" or as
adjusted in accordance with Paragraph 17.7 of this Schedule "A". This
payment shall be calculated based upon the formula indicated below.
22.5.1 COMPANY Performs the Construction Management Supervision
For situations wherein COMPANY performs the Construction Management Supervision,

CONTRACTOR shall pay COMPANY for additional Construction
Management cost incurred by COMPANY as a result of
CONTRACTOR's failure to meet the Technical Completion Date.
This payment shall be calculated based upon the following formula:
Construction
1 CONTRACT Delay Period (days)*
Management = X X
100 Price (SR) PROJECT Duration
Supervision Cost
(days)
*Where: Delay Period equals the total number of days between the
Technical Completion Date as specified
in Attachment II of Schedule "B" or as
adjusted in accordance with Paragraph
17.7 of this Schedule "A" and the
actual date of Technical Completion of
the PROJECT.
22.5.2 Outside Consultant to Provide Construction Management

Supervision
For situations wherein COMPANY employs an outside Consultant to provide Construction
Management Supervision Services, CONTRACTOR shall pay
COMPANY for the total additional cost incurred by COMPANY
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beyond the Technical Completion Date due to the extended
Construction Management Supervision Services. The additional
cost shall be equal to the actual price of the extended contract
(inclusive of VAT) between the Construction Management
Consultant and COMPANY.
22.6 Liquidated Damages for PROJECT PORTIONS
If the PROJECT comprises more than one (1) PROJECT PORTION, as may be
indicated in Schedule “B”, the provisions of this Paragraph 22 of Schedule “A”
shall be applied separately for each PROJECT PORTION.
22.7 CONTRACTOR’s Sole and Exclusive Liability for Delay
The Parties agree that payment by CONTRACTOR to COMPANY of the aforementioned Liquidated
Damages and COMPANY’s Extended Supervision Cost shall be the
CONTRACTOR's sole and exclusive liability for delay in achieving the
contractually required Technical Completion Date by reasons attributable to
CONTRACTOR. However, the payment of such Liquidated Damages and
COMPANY’s Extended Supervision Cost shall not in any way relieve or
construed to relieve CONTRACTOR from any of its obligations to complete the
PROJECT or from any other obligations and liabilities of CONTRACTOR under
the CONTRACT.
22.8 Penalty for Failure to commit to Local Content plan
If CONTRACTOR fails to commit to Local Content Measurement Template, COMPANY shall impose
penalties according to Appendix I of Schedule "A" (Terms and Conditions of
Local Content).
23. Suspension of WORK
23.1 Notice of WORK Suspension
23.1.1 COMPANY may at any time, due to poor performance or a breach of

any of the terms or conditions of the CONTRACT by CONTRACTOR,
suspend performance of the WORK in whole or any part thereof by
giving CONTRACTOR not less than seven (7) calendar days’ prior
written notice specifying the WORK (or parts of the WORK) to be
suspended and the effective date of the suspension. CONTRACTOR
shall cease all activities on the WORK specified in the notice from
the stated effective date, but shall continue to prosecute any
unsuspended WORK. CONTRACTOR shall take all actions necessary
to maintain and safeguard the suspended WORK. COMPANY shall
not be liable for loss of anticipated profits or for any damages or
any other costs incurred with respect to WORK suspended with
cause during the period of suspension.
23.1.2 COMPANY may at any time suspend performance of the WORK in

whole or any part thereof without cause (through no fault of
CONTRACTOR) by giving CONTRACTOR not less than seven (7)
calendar days’ prior written notice specifying the WORK (or parts of
the WORK) to be suspended and the effective date of the
suspension. CONTRACTOR shall cease all activities on the WORK
specified in the notice from the stated effective date, but shall
continue to prosecute any unsuspended WORK. CONTRACTOR
shall take all actions necessary to maintain and safeguard the
suspended WORK. However, should COMPANY then notify
CONTRACTOR to resume suspended WORK, COMPANY shall
estimate the compensation due to CONTRACTOR for the suspended
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period and pay CONTRACTOR for such reasonable, auditable and
verifiable costs which are:
23.1.2.1 Incurred for the purpose of safeguarding the WORK and

materials and equipment in transit to or at the WORK
SITE.
23.1.2.2 Incurred for maintenance of such CONTRACTOR’s or
SUBCONTRACTOR’s equipment, which CONTRACTOR
continues to maintain at COMPANY’s request, at the
WORK SITE.
23.1.2.3 Other reasonable and unavoidable costs of suspending

the WORK and of reassembling personnel and
equipment.
23.2 Resumption of Suspended WORK
23.2.1 COMPANY may, at any time, direct CONTRACTOR to proceed with
all or any part of the suspended WORK by giving written notice to
CONTRACTOR specifying the part of WORK to be resumed and the
effective date of the resumption. The effective date of resumption
shall not be less than seven (7) calendar days from the said written
notice. CONTRACTOR shall promptly resume suspended WORK on
the effective date of resumption.
23.2.2 Except in the case of suspension due to CONTRACTOR’s default or
breach of the CONTRACT, should the suspension affect the Final
Acceptance Date of the WORK, or any other Critical Milestone
Dates, COMPANY will extend the affected date(s) by the same
period of the suspension plus a reasonable additional period to be
agreed by the Parties for CONTRACTOR to remobilize and resume
the suspended WORK.
23.3 Maximum Period of Suspension
Notwithstanding the provisions of Paragraphs 23.1 and 23.2 above, the maximum suspension period
shall not exceed one half (1/2) of the CONTRACT duration or six (6)
Gregorian months, whichever is less, from the date of suspension. Should the
suspension period exceed one half (1/2) of the CONTRACT duration or six (6)
Gregorian months, whichever is less, and COMPANY has not notified
CONTRACTOR to resume the suspended WORK, the CONTRACT shall then be
treated as automatically terminated partly or wholly, depending on the
suspended WORK, without the need of issuing a notice to the CONTRACTOR.
If the WORK was suspended without cause and COMPANY terminates the
WORK in part or whole, COMPANY shall compensate CONTRACTOR in
accordance with Paragraphs 23.1.2 and 24.2 of this Schedule "A".
23.4 Exempted from Suspension
Any materials or equipment that are already manufactured prior to the effective date of suspension
and ready for shipment, and those on production lines shall be exempted
from suspension if the suspension is not the result of circumstances and
reasons attributable to CONTRACTOR.
24. Termination at COMPANY Convenience
24.1 Notice of CONTRACT Termination
COMPANY may, at any time and at its sole convenience, terminate the CONTRACT or any part of the
WORK by giving written notice to CONTRACTOR specifying the WORK to be
terminated and the effective date of termination. CONTRACTOR shall stop
performance of the WORK involved on the effective date of termination.
24.2 Compensation upon CONTRACT Termination
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24.2.1 Should the CONTRACT or any portion of the WORK become
automatically terminated in accordance with Paragraph 23.3 of this
Schedule “A” or should COMPANY terminate the CONTRACT or any
portion of the WORK for convenience in accordance with Paragraph
24.1 of this Schedule “A”, and upon receipt and verification of
CONTRACTOR's invoice, COMPANY shall, in full and final settlement
of COMPANY’s obligations hereunder, pay CONTRACTOR all
amounts properly payable pursuant to Schedule "C" for WORK
performed up to the effective date of termination.
24.2.2 Additionally, COMPANY shall pay CONTRACTOR, subject to

COMPANY’s audit, reasonable and verifiable costs incurred by
CONTRACTOR within thirty (30) calendar days following the
effective date of termination as a direct result of such termination,
including, but not limited to the following:
24.2.2.1 Reasonable cancellation charges actually paid by
CONTRACTOR to SUBCONTRACTORS or suppliers; and
24.2.2.2 Reasonable demobilization charges, and reasonable
costs incurred in preserving or protecting materials,
equipment or WORK in progress at the time of
termination; plus
24.2.2.3 An amount equal to fifteen percent (15%) of the
foregoing termination costs indicated in Paragraphs
24.2.2.1 and 24.2.2.2 above, in full settlement of all
CONTRACTOR’s claims for other costs and loss of
anticipated profits.
25. Termination by COMPANY for Cause
25.1 Breach of CONTRACT
25.1.1 Should CONTRACTOR commit a substantial breach of the
CONTRACT, COMPANY may demand in writing that CONTRACTOR
comply with the terms of the CONTRACT.
25.1.2 If within fourteen (14) calendar days thereafter CONTRACTOR fails
to remedy the breach, COMPANY may at any time during the
continuance of the breach, and without prejudice to the exercise of
any other rights or remedies which may be available to COMPANY,
terminate the CONTRACT or any portion of the WORK by giving
CONTRACTOR written notice to that effect.
25.2 Act of Bankruptcy
Should CONTRACTOR commit an act of bankruptcy, or seek legal or equitable relief for reasons of
insolvency, or become unable to meet its financial obligations, COMPANY
may, without prejudice to the exercise of any other rights or remedies which
may be available to it, immediately terminate the CONTRACT or any portion
of the WORK by giving CONTRACTOR written notice to that effect.
25.3 Effective Date of Termination
Any termination pursuant to Paragraphs 25.1 and 25.2 of this Schedule “A” shall be effective on the
date specified in COMPANY's notice but in no event prior to CONTRACTOR's
actual receipt of such notice.
25.4 COMPANY’s Right to Complete Terminated WORK
25.4.1 On the day, on which termination under Paragraph 25.1 or 25.2 of
this Schedule “A” becomes effective, CONTRACTOR shall stop
performance of the terminated WORK.
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25.4.2 COMPANY shall then have the right to complete the terminated
WORK either itself or through others, and also retain all materials
and equipment for the PROJECT as well amounts which are due and
owing to CONTRACTOR under this or any other Contract between
the Parties until the damages to COMPANY resulting from such
termination for cause, including COMPANY's reasonable and
verifiable costs of completing the terminated WORK, have been
determined.
25.5 Deduction of the Cost of Terminated WORK from CONTRACTOR’s
Invoices
If the cost to COMPANY of completing the terminated WORK (exclusive of VAT) is greater than the
compensation that COMPANY would have paid CONTRACTOR for completing
such WORK (exclusive of VAT) pursuant to the CONTRACT, then COMPANY
shall deduct the difference from the retained amounts. If the difference
exceeds the retained amounts, CONTRACTOR shall pay COMPANY that
difference less the retained amounts.
26. Force Majeure
26.1 Definition of Force Majeure
26.1.1 The term "force majeure" as used in the CONTRACT shall mean any
act, event, cause or occurrence rendering a Party unable to perform
its obligations, which is not within the reasonable control of such
Party or its subcontractors.
26.1.2 The Party claiming an inability to perform shall not be liable for any
delay or failure in performing its obligations under the CONTRACT
due to a force majeure event, provided that no relief shall be
granted to the said Party pursuant to this clause "force majeure" to
the extent that such failure or delay:
26.1.2.1 Would have nevertheless been experienced by the

claiming Party had the force majeure event not occurred;
or
26.1.2.2 Was caused by the failure of the claiming Party to

comply with its obligations to make all responsible efforts
to prevent and reduce to a minimum and mitigate the
effect of any delay occasioned by any force majeure
event, including recourse to alternate sources of
services, equipment, and materials.
26.2 Notice of Force Majeure
26.2.1 If either Party is rendered unable, wholly or in part, by force majeure

to perform its obligations under the CONTRACT, it is agreed that
performance of such obligations by such Party, so far as they are
affected by force majeure, shall be excused from the inception of
any such inability until it is corrected but for no longer period.
26.2.2 The Party claiming an inability to perform shall, immediately after

the occurrence of the force majeure event, notify the other Party
orally of the nature, date of inception and expected duration of the
force majeure and the extent to which it will prevent the Party giving
such notice from performing its obligations under the CONTRACT.
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26.2.3 The Party giving oral notice shall confirm such notification in writing
as soon as practicable.
26.2.4 The Party claiming inability to perform shall promptly take all
reasonable measures to correct such inability and to mitigate the
effects on the other Party. Neither Party shall be liable to the other
for damages or losses resulting from force majeure.
26.2.5 The only sufficient proof of the above-mentioned force majeure

events as well as their duration shall be a certificate(s) issued by
competent authorities.
26.3 45-Consecutive Days of Force Majeure

26.3.1 Should the WORK be delayed for more than forty-five (45)
consecutive days as a result of force majeure, COMPANY shall either
suspend the WORK affected pursuant to Paragraph 23, Suspension of
WORK, of this Schedule "A" or terminate the CONTRACT or the
portion of the WORK involved pursuant to Paragraph 24, Termination
at COMPANY Convenience, of this Schedule "A".
26.3.2 Except for certain costs incurred after the forty-fifth (45 th)
consecutive day of force majeure event as a result of suspension or
termination of the WORK as specifically provided in Paragraphs
23.1.2 and 24.2.2 of this Schedule "A", neither Party shall be liable
to the other for costs incurred by the other as a result of any delay
or failure to perform arising out of force majeure.
26.3.3 If, pursuant to Paragraph 23.2 of this Schedule “A”, COMPANY
directs CONTRACTOR to resume the suspended WORK affected by
force majeure event, then COMPANY after completion, shall
compensate CONTRACTOR a mutually agreed amount for the repair
of damage (if any) to, or for reconstruction or replacement in case of
loss of, the PROJECT in a CHANGE ORDER or in an AMENDMENT. The
Parties shall also mutually agree on the necessary adjustments to
the Final Acceptance Date and other Critical Milestone Dates
considering re-mobilization to the WORK SITE by CONTRACTOR and
other factors, as well as necessary adjustments to CONTRACTOR’s
performance guarantees and other aspects of the WORK that would
result from the repair or reconstruction or replacement of the
PROJECT affected by a force majeure event.
26.4 Perils of War
CONTRACTOR shall have no obligations to COMPANY nor shall COMPANY have any obligation to
CONTRACTOR with respect to any damage to or loss of property caused by
the perils of war (declared or undeclared), insurrection, riot, revolution,
terrorism, nuclear reaction or other like perils.
27. CONTRACTOR’s Obligations Upon Suspension or Termination
27.1 Cancellation of Agreements with SUBCONTRACTORS and Suppliers
If the CONTRACT or any portion of the WORK is terminated as provided in Paragraphs 24 and 25 of
this Schedule "A", and if COMPANY so requests, CONTRACTOR shall
immediately use its best effort to procure cancellation of some or all existing
agreements or other obligations entered into by CONTRACTOR with
SUBCONTRACTORS, suppliers or others.
27.2 Alternative Arrangement
Alternatively, COMPANY may direct CONTRACTOR to execute and deliver to COMPANY all documents
related thereto required by COMPANY and to take all steps necessary to fully
vest in COMPANY the rights and benefits of CONTRACTOR under existing
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agreements or other obligations with SUBCONTRACTORS, suppliers and
others.
27.3 Protection of WORK in Progress
CONTRACTOR shall make its best endeavors to do whatever is necessary in COMPANY's opinion to
preserve and protect the WORK already in progress, and to protect materials,
equipment and supplies in transit or at the WORK SITE and to minimize all
costs to COMPANY and CONTRACTOR resulting from such suspension or
termination.
27.4 Force Majeure Affecting SUBCONTRACTOR
If any SUBCONTRACTOR is entitled under any contract or agreement relating to the WORK to relief
from force majeure on terms additional to or broader than those specified in
this Schedule "A", such additional or broader force majeure events or
circumstances shall not excuse the CONTRACTOR’s non-performance or
entitle it to relief under Paragraph 26.2.1 of this Schedule "A".
28. Settlement of Claims and Disputes
28.1 Notice of Additional Compensation and Extension of Critical Milestone
Dates
28.1.1 It shall be CONTRACTOR's responsibility to provide written notice to
COMPANY, within twenty-eight (28) calendar days following its
occurrence or discovery, of any item or event which CONTRACTOR
knows, or reasonably should know, may result in a request for
additional compensation and/or extension of the Critical Milestone
Dates under the CONTRACT.
28.1.2 COMPANY and CONTRACTOR shall endeavor to satisfactorily resolve

the matter and should it not be disposed of to CONTRACTOR's
satisfaction, CONTRACTOR shall, within fourteen (14) calendar
days, deliver a written notice of claim to COMPANY at the following
address:
The Manager
Contracting Department
Operating Area
Saudi Electricity Company
P. O. Box
, Kingdom of Saudi Arabia
28.1.3 Failure by CONTRACTOR to so notify COMPANY during the above

specified periods, or failure by CONTRACTOR to supply COMPANY
with information sufficient to evaluate CONTRACTOR's position,
shall constitute a basis by COMPANY for rejecting any
CONTRACTOR claim based on such item or event.
28.2 Unresolved Dispute
28.2.1 COMPANY will evaluate any claim submitted by CONTRACTOR in

accordance with Paragraph 28.1 of this Schedule "A".
28.2.2 Should CONTRACTOR and COMPANY fail to agree upon a

settlement of any claim, COMPANY will advise CONTRACTOR in
writing of its determination. The matter shall then be treated as an
unresolved dispute in accordance with Paragraph 28.5 of this
Schedule "A".
28.3 Continue Performance of WORK if Dispute Arises
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Should any dispute arise between COMPANY and CONTRACTOR during CONTRACTOR's performance
of the WORK, CONTRACTOR shall, unless COMPANY directs otherwise,
continue to perform the WORK and any additional WORK that COMPANY may
direct CONTRACTOR to perform. However, any such additional WORK shall be
determined by the Parties as to whether or not it is a Change in accordance
with the provisions of Paragraph 16, Changes, of this Schedule “A”.
28.4 Appeals
If CONTRACTOR rejects COMPANY's written determination in regard to any CONTRACTOR’s claim,

CONTRACTOR may resort to the following:
28.4.1 Notice of Appeal
CONTRACTOR may file a notice of appeal there from. Any such appeal shall:
28.4.1.1 Be in writing;
28.4.1.2 Be submitted as soon after receipt of COMPANY's
written determination as is practicable, but in no event
more than thirty (30) calendar days thereafter;
28.4.1.3 Specify all substantive reasons why CONTRACTOR
deems COMPANY's written determination to be
unsatisfactory; and
28.4.1.4 Be addressed to COMPANY:
Attention: The Manager
Contracting Department
Operating Area
P. O. Box
, Kingdom of Saudi Arabia
28.4.2 Dispute Settlement Board
28.4.2.1 As soon as practicable after COMPANY's receipt of

CONTRACTOR's notice of appeal, COMPANY shall
establish a Contract Dispute Settlement Board
("Board").
28.4.2.2 The Board shall be empowered to review all relevant,

available evidence and information concerning
CONTRACTOR's appeal.
28.4.3 Findings and Recommendations of Settlement Board
28.4.3.1 Upon completion of its evidentiary review, the Board

shall prepare its findings and recommendations
concerning CONTRACTOR’s appeal.
28.4.3.2 COMPANY shall communicate its decision to

CONTRACTOR in a formal writing which shall set forth
COMPANY’s findings and, as appropriate, COMPANY’s
final offer of settlement.
28.4.3.3 Should CONTRACTOR be in agreement therewith as set

forth in sub-paragraph 28.4.3.2 above, CONTRACTOR’s
claim for additional compensation and/or extension of
Critical Milestone Dates shall be deemed resolved as
between the Parties; provided, however, that at any
time prior to CONTRACTOR’s receipt and acceptance of
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COMPANY’s findings/offer of settlement, CONTRACTOR
may avail itself of the provisions set forth in Paragraph
28.5 of this Schedule “A”.
28.4.3.4 Nothing contained herein shall preclude CONTRACTOR

from exercising its rights under said Paragraph 28.5 of
this Schedule “A” notwithstanding CONTRACTOR’s
failure to pursue such rights as are afforded it under
this Paragraph 28.4.
28.5 Appropriate Legal Authority

28.5.1 Any dispute or difference between the Parties hereto arising out of
or relating to the CONTRACT or any further agreements, which may
result from it, which is not settled by agreement between the
Parties, shall be referred to the appropriate Saudi Arabia Legal
Authority for settlement.
28.5.2 The decision of this Saudi Arabia Legal Authority shall be final and
binding upon the Parties.
28.6 Laws of the Kingdom of Saudi Arabia shall Control the Interpretation
and Performance of the CONTRACT
It is agreed by the Parties hereto for themselves and all persons claiming under them that,
regardless of where the CONTRACT shall be entered into or performed, the
laws of Saudi Arabia shall control the interpretation and the performance of
the CONTRACT and any further agreements that may result from it.
28.7 Enforceable Provision
The provisions of the CONTRACT shall be enforceable notwithstanding the existence of any claim or
dispute of CONTRACTOR against COMPANY whether predicated on the
CONTRACT or otherwise.
28.8 Provisions Nullified and Voided by Force of Law
Should any other provision of the CONTRACT or any further agreements, which may result from it,
be null and void by force of law, such nullity shall not affect the validity of
the foregoing applicable law and settlement provisions.
29. Publicity Releases
29.1 CONTRACTOR or SUBCONTRACTOR shall obtain a prior written consent of the
COMPANY in the event that CONTRACTOR has the desire to use COMPANY’s
name or logo, or to publish or attach to it any photographic or other material
relating to this Contract, and shall first submit such materials to COMPANY for
review.
29.2 CONTRACTOR shall not publish or release, any of the materials referred to in
paragraph 29.1 above, and shall ensure that its SUBCONTRACTOR doesn’t
publish or release, any such material without COMPANY's prior written
approval.
29.3 CONTRACTOR and SUBCONTRACTOR shall ensure that their suppliers and / or
agents and / or their employees and / or any representatives and / or agent
and others directly or indirectly associated with the performance of the WORK
under this CONTRACT are bound by paragraph 29 of this Schedule “A”.
29.4 CONTRACTOR or SUBCONTRACTOR (in case of obtaining a prior written
consent to use COMPANY’s name or logo) shall NOT use COMPANY’s name or
logo in any other works, and shall use it only for the execution of this
CONTRACT.
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29.5 CONTRACTOR shall be liable for its own and its SUBCONTRACTOR’s acts and /
or suppliers and / or agents and / or its employees and / or any
representatives and / or agents, and others directly or indirectly associated
with the implementation of WORK with regards of misuse of COMPANY’s name
or logo. CONTRACTOR shall abide by this CONTRACT, and shall indemnify and
hold COMPANY harmless from all claims, suites, costs, losses, fees, and
damages incurred as a result of misuse of its name or logo.
30. Zakat, Value Added Tax (VAT), GOSI and Labor Office Certificates
29.1 Submission of Temporary or Final Zakat, Tax, VAT and GOSI
Certificates
CONTRACTOR hereby agrees to present to COMPANY, promptly after the commencement of the
CONTRACT and at the beginning of each Hijra year or applicable fiscal period
thereafter, the following:
30.1.1 the appropriate temporary or final Zakat Certificate from the
General Authority of Zakat and Tax which confirms that all
applicable Zakat and CONTRACTOR’s income tax obligations have
been fully paid by CONTRACTOR throughout the previous year or
period;
30.1.2 the appropriate temporary or final VAT Tax Certificate from the
General Authority of Zakat and Tax which confirms that all
applicable VAT obligations have been fully paid by CONTRACTOR
throughout the previous year or period; and
30.1.3 the appropriate temporary or final GOSI Certificate from the

General Organization for Social Insurance (GOSI) which confirms
that all applicable CONTRACTOR’s GOSI contributions have been
fully paid by CONTRACTOR throughout the previous year or period.
29.2 No Payment Until Zakat, Tax, VAT and GOSI Certificates are
Submitted
Notwithstanding anything contained elsewhere in the CONTRACT to the contrary, CONTRACTOR

agrees that any amount due under the CONTRACT shall be payable only after
such Zakat, Tax, VAT and GOSI certificates have been received by COMPANY.
Pending delivery to COMPANY of such certificates, however, CONTRACTOR
shall continue to perform diligently and to fulfill all of its obligations under
the CONTRACT.
29.3 Withholding the Last Invoice of Each Hijra Year or Fiscal Period
COMPANY shall also withhold payment of CONTRACTOR's last invoice submitted during each Hijra
year or applicable fiscal period and of CONTRACTOR's final invoice under the
CONTRACT until CONTRACTOR has presented to COMPANY final certificates
for the previous year or financial period from the following Saudi Arabia
government agencies:
30.3.1 General Authority of Zakat and Tax confirming that CONTRACTOR

has fully paid all applicable Zakat, income taxes and VAT.
30.3.2 The General Organization for Social Insurance (GOSI)

confirming that all obligations by CONTRACTOR have been met.
30.3.3 Labor Office confirming that CONTRACTOR has completed the final
disposition of the labor recruited for the CONTRACT.
These certificates shall be delivered to:
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May 2021
The Manager
Controller’s Department
Operating Area
P. O. Box
Kingdom of Saudi Arabia
31. Taxes and Duties
31.1 Payment of Taxes and Duties
Except for the Value Added Tax (VAT) as provided in Paragraph 31.3 below, CONTRACTOR, or
CONTRACTOR's personnel, shall pay all taxes, penalties, customs duties,
fees, levies, assessments and charges required or levied by the Government
of the Kingdom of Saudi Arabia and the government of any country, or any
political subdivision thereof, arising out of or relating to the performance of
the WORK, without claim for reimbursement from COMPANY.
31.2 Withholding Tax
Pursuant to pertinent provisions of the Income Tax Law of the Kingdom of Saudi Arabia issued under
Royal Decree No. M/1 dated 15/1/1425, an income tax will be deducted if
CONTRACTOR is considered as a Non-Resident in the Kingdom of Saudi
Arabia (as defined in Article 3 of the Income Tax Law), in accordance with
Schedule "C".
31.3 Value Added Tax (VAT)
31.3.1 COMPANY shall bear and pay value added tax (VAT) in accordance
with the Saudi Arabia Value Added Tax Law and its Implementing
Regulations for WORK items specified in the Pricing Attachment to
Schedule “C”.
31.3.2 CONTRACTOR shall bear and pay Value Added Tax, without claim
for reimbursement from COMPANY, in accordance with the Saudi
Value Added Tax and its Implementing Regulations for materials
and supplies used for implementing the Work.
31.3.3 COMPANY shall not be responsible for VAT that relate to any
purchases by CONTRACTOR or SUBCONTRACTORS or its other
suppliers.
31.3.4 It shall at all times remain the sole responsibility of the

CONTRACTOR to:
31.3.4.1 Assess the VAT rate(s) and tax liability arising out of or in
connection with the CONTRACT; and
31.3.4.2 Account for or pay any VAT (and any other tax liability)
relating to payments made to the contractor under the
contract to the relevant tax authority.
32. Bank Guarantee
32.1 Extension of Bank Guarantee
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In the event that the CONTRACTOR’s Bank Guarantee described in the Signature Document needs to
be extended, as a result of delayed Preliminary Acceptance due to any
reason whatsoever, CONTRACTOR shall, no later than seven (7) calendar
days after the actual Preliminary Acceptance Date, submit to COMPANY an
extension of the Bank Guarantee covering the entire Warranty Period. Upon
written request of CONTRACTOR, the value of the Bank Guarantee may be
reduced at the end of the Warranty Period to proportionately cover the value
of any uncompleted portion of the WORK or the corrected/rectified WORK as
mentioned in Paragraph 18.4 of this Schedule "A".
32.2 Forfeit of Bank Guarantee
Should CONTRACTOR fail to extend the validity of its Bank Guarantee as required in Paragraph 32.1
above, COMPANY shall draw down the full amount of the Bank Guarantee.
After expiration of the Warranty Period specified in Paragraph 18 of this
Schedule "A" and if COMPANY has drawn down the Bank Guarantee, then
COMPANY shall refund to CONTRACTOR that amount of the Bank Guarantee
which was drawn down, less that amount which COMPANY, in its full and
absolute discretion, deems necessary to retain in order to meet the
CONTRACTOR's warranty obligations.
32.3 Bank Guarantees for PROJECT PORTIONS
If the PROJECT comprises more than one (1) PROJECT PORTION as may be indicated in Schedule
“B”, and CONTRACTOR has submitted separate Bank Guarantee for each
PROJECT PORTION, the provisions of this Paragraph 32 shall be applied
separately for each PROJECT PORTION.
33. Validity of Commercial Registration
33.1 CONTRACTOR shall ensure that its Commercial Registration (CR) or License
valid throughout the entire duration of the CONTRACT and any extension(s)
thereof.
33.2 In the event that its CR or License expires during the term of the CONTRACT
and any extension(s) thereof, CONTRACTOR shall submit to COMPANY a copy
of its application form or proof for renewal prior to the expiration of its CR or
License and shall submit its new or renewed CR or License within forty-five
(45) calendar days after the expiration of its previous CR or License.
33.3 Failure by CONTRACTOR to submit such document may cause COMPANY to

withhold its invoices until its new or renewed CR or License is submitted to
COMPANY.
34. CONTRACT Language
If there is any discrepancy between the CONTRACT Arabic Text and English Text, the
Arabic Text shall prevail.
35. Manufacturer(s) Responsibilities
35.1 Design, Installation, Testing and Commissioning
35.1.1 In order to ensure proper construction practices and acceptable

quality of work, CONTRACTOR shall arrange for the
manufacturer(s) to provide all necessary supervision and quality
control during all phases of the WORK, related to manufacturer’s
equipment, at no extra cost to COMPANY. A manufacturer(s)
representative shall be physically present, at a minimum, during all
phases of installation, testing and commissioning and shall either
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perform the WORK or approve installation methods and supervise
CONTRACTOR’s personnel during the execution of the WORK. The
provisions of this Paragraph 35.1 do not relieve CONTRACTOR of its
responsibility to fully and satisfactorily complete the WORK.
35.1.2 CONTRACTOR shall be responsible for obtaining and submitting to

COMPANY manufacturer’s written approval of all the design work
required under the CONTRACT.
35.1.3 CONTRACTOR shall be responsible for obtaining and submitting to

COMPANY manufacturer’s written approval covering all phases of
the complete installation.
35.2 Purchase Contract or Purchase Order
35.2.1 Copy of Purchase Contract or Purchase Order
When CONTRACTOR places its order with the manufacturer(s), CONTRACTOR shall
immediately provide COMPANY with a copy of the Purchase
Contract or Purchase Order without price, pursuant to Paragraph
6.4 of this Schedule "A".
35.2.2 Breach of Warranty
CONTRACTOR agrees that COMPANY shall have the right to proceed against CONTRACTOR
for breach of warranty and/or to proceed against the
manufacturer(s) for breach of warranty. Therefore, CONTRACTOR
agrees to include the following clause in all Purchase Contracts or
Purchase Orders placed with the manufacturer(s):
“Buyer (or CONTRACTOR or name of CONTRACTOR) and manufacturer understand that

Buyer (or CONTRACTOR or name of CONTRACTOR) is contracting
with manufacturer for the purchase of  for ultimate sale to and
use by the Saudi Electricity Company (COMPANY). Therefore,
manufacturer agrees that all rights of Buyer (or CONTRACTOR or
name of CONTRACTOR) for any failure to meet the specifications or
for any other breach of the warranty provided by this Purchase
Order shall run to the benefit of and be fully enforceable by
COMPANY.”
 CONTRACTOR to specify the specific type of materials, e.g. cables, switch gears, transformers,
etc)
35.2.3 Warranty
CONTRACTOR shall exclude from its Purchase Contract or Purchase

Order placed with the manufacturer(s) all limitations on warranties
and remedies and shall include in the Purchase Contract or Purchase
Order as the only express warranty the following written warranty:
(a) Vendor (or "Seller" or Name of Manufacturer)

Warrants That:
1. Upon delivery to Buyer or ("CONTRACTOR" or

name of CONTRACTOR), Vendor shall convey clear
title to the Goods free of any lien, encumbrance or
security interest.
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May 2021
2. The Goods shall conform to Buyer's Data and all
contractual specifications and standards and shall
be of high quality and workmanship within
generally recognized industry standards and shall
be fit for the purpose or use for which they are
bought to the extent such purpose or use is known
or reasonably should be known to Vendor.
3. If the Goods are sold by sample, they shall

conform to the sample.
(b) If at any time prior to or following delivery to Buyer in Saudi

Arabia, but prior to installation or incorporation of the Goods
under Contract No. 4000070445, the Goods are found not to
conform to any of the foregoing warranties, Buyer shall have the
right to reject non-conforming Goods or all of the Goods or to
cancel all or a portion of this Order without further obligation to
Vendor. All costs incurred by Buyer as a result of such rejection
shall be for the account of Vendor.
(c) Additionally, if the Goods are found not conforming to the

foregoing warranties at any time within one (1) Gregorian year
after the actual Preliminary Acceptance under Contract No.
4000070445 , Buyer may require Vendor to repair or replace
non-conforming Goods at Vendor’s cost. The foregoing warranties
shall apply to said repairs or replacements of the non-conforming
Goods for a period of one (1) Gregorian year from the date the
repair or replacement is completed. Should Vendor fail to repair
or replace non-conforming Goods, Buyer may repair or replace
such Goods either itself or through others and charge the cost
thereof to Vendor.
(d) The foregoing rights of Buyer are not exclusive and shall
not limit Buyer’s right to avail itself of any other remedy
provided by law or equity.”
35.2.4 Purchase Order Conditions
CONTRACTOR shall also include the following clause in the Purchase Contracts or Purchase
Orders placed with the manufacturer(s)/supplier(s):
“The Saudi Electricity Company (COMPANY) reserves the right to perform plant survey,
quality assessment (audit) and quality surveillance activities, and
to inspect material at the supplier’s/manufacturer’s facility to
verify compliance with the terms and conditions of the Purchase
Order and its related documents at COMPANY cost.
COMPANY reserves the right to witness any and all tests specified and to perform such
visual examination (inspection) at the supplier’s/manufacturer’s
facility. COMPANY reserves the right to require certificates and
data from the supplier/manufacturer on any pertinent aspect of
the manufacturing process, including but not limited to, mill test
reports, heat treatment certificates, welders and welding
procedure qualification records, non-destructive examination
records, test records and quality control manual that will form part
of the non-material requirement that shall be shipped to COMPANY
as a document package.”
36. Extended Warranty Period for Protective Coating Material and Application on
Concrete Surfaces
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May 2021
Notwithstanding Paragraphs 18.2 and 18.4 of this Schedule "A", the warranty period for the items listed
below shall be extended for a total warranty period of ten (10) Gregorian years from
the actual Preliminary Acceptance of the PROJECT:
a) Protective coating materials.

b) Waterproofing materials and the installation of the membrane.
37. Clearing SF6 Gas from Saudi Arabia Customs Authorities

37.1 Further to Paragraph 6.6 of this Schedule "A", CONTRACTOR shall obtain the
required permits for clearing SF6 gas from Saudi Arabian Customs
Authorities before the gas reaches the destination port in the Kingdom of
Saudi Arabia.
37.2 COMPANY’s involvement in clearing SF6 gas from Customs will be limited to
issuing a letter to the Saudi Arabian Customs Authority declaring that the gas
will be used for COMPANY's projects.
37.3 Demurrage charges and/or delay in the completion of the WORK that may
result from late clearance of SF6 gas from Customs Authorities shall be the
sole responsibility of CONTRACTOR.
37.4 Alternatively, CONTRACTOR may purchase SF6 gas locally. In such case,
CONTRACTOR shall submit a confirmation from the equipment’s
manufacturer that using the local SF6 gas will not affect the equipment
manufacturer’s warranties described in Paragraph 35 of this Schedule “A”.
38. Protection Against Infringement
CONTRACTOR warrants that the WORK does not infringe any patent rights, copyrights, trademarks, or trade
secrets owned or controlled by any third party, either in the country of manufacture
or use. CONTRACTOR agrees to defend, indemnify and hold harmless COMPANY
against any and all liability, loss or expense arising out of patent, copyright,
trademark infringement or trade secret misappropriation claim relating to the WORK.
39. Confidentiality of Information
39.1. CONTRACTOR shall safeguard, treat as confidential, and shall not divulge any
COMPANY Data to anyone other than SUBCONTRACTORS and persons
designated in writing by COMPANY, so long as, and to the extent that, such
COMPANY Data does not become part of the public domain, does not
correspond to information furnished or made known to CONTRACTOR as a
matter of right or on an unrestricted basis by a third party, or was not within
CONTRACTOR’s lawful possession at the time of disclosure.
39.2. CONTRACTOR shall apply latest Cyber Security standards when uploading
COMPANY’s files and engineering designs on the Internet.
39.3. CONTRACTOR shall maintain all data related to COMPANY and its sensitive
infrastructure projects by implementing COMPANY’s information security
requirements. CONTRACTOR shall be fully responsible for any leakage of
such information and data.
39.4. CONTRACTOR shall comply with all the regulations, directives, guidance and
instructions issued by the Kingdom and royal decrees related to Cyber
Security
40. Title to Technical Data

COMPANY Data shall remain COMPANY property and shall be returned to COMPANY upon COMPANY request.
All designs, submittals, drawings, schemes and calculations prepared by
CONTRACTOR shall become COMPANY property. CONTRACTOR’s drawings and other
documentation made available to COMPANY can be utilized by COMPANY without
restriction except for information which is indicated by CONTRACTOR as being
proprietary or confidential in nature which cannot be shared with third parties except
with CONTRACTOR’s written approval. CONTRACTOR retains the intellectual rights to
all such drawings and other documentation which it provides to COMPANY.
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May 2021
41. The “Consortium” as the CONTRACTOR
In the case of a Consortium as the CONTRACTOR, as mentioned in Paragraph 1.7 of this Schedule “A”:
41.1 All companies forming the consortium shall be jointly and severally liable for
the execution of the CONTRACT as well as the obligations set forth in the
CONTRACT; and
41.2 The Consortium shall nominate, in writing, a Representative (Consortium
Leader) who shall have the authority to conduct all business for and on
behalf of any and all the members of the Consortium during the bidding
process and during the execution of the CONTRACT; and
41.3 The Consortium shall submit a certified true copy of their duly signed
Consortium Agreement, which shall also become part of the CONTRACT; and
41.4 The Consortium shall not alter its composition or legal status without the
prior consent of COMPANY.
42. Assignment
CONTRACTOR shall not assign the whole or any part of the CONTRACT or any benefit
or interest in or under the CONTRACT, however, it:
42.1 May assign the whole or any part with the prior consent of COMPANY, and at
the sole discretion of COMPANY, and
42.2 May, as security in favour of a bank or financial institution, assign its right to
any money due, or become due, under the CONTRACT.
43. General Provisions
The CONTRACT supersedes all previous agreements, correspondence, understandings and representations
between the Parties concerning the WORK, and constitutes their entire agreement
concerning the WORK to be performed hereunder. No promise, agreement,
understanding, representation or modification to the CONTRACT shall be of any force
or effect between the Parties, unless set forth or provided for in the CONTRACT, a
CHANGE ORDER or an AMENDMENT.
44. Special Terms and Conditions
Should the Special Terms and Conditions set forth below conflict with any other terms or conditions of the
CONTRACT, the Special Terms and Conditions contained herein shall prevail:
44.1 Under clause 4.0- CONTRACTOR’s Personnel add following sub paragraph:
4.13 CONTRACTOR shall be responsible to comply/fulfill the training &

qualification requirement by SEC/ISD, from the SEC training center,
without additional cost to facilitate SEC ID issuance for its
staff/manpower in order to be eligible to enter project site. This also
include all subcontractors who are working in the project. Details of
special training for each specialties as per the Training and
Certification Matrix for Projects Contractors attached (appendix - III).
End of Schedule "A"
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May 2021

400 Schedule A - General Terms Condition

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400 Schedule A - General Terms Condition

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SCHEDULE “A” CONTRACT NO.

GENERAL TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS

2. CONTRACTOR’s General Obligations

2.1 Perform the WORK

Perform procurement, fabrication, inspection, testing, expediting, shipping, customs

2.1.3 Construction, Installation, Testing and Inspection

2.2 Provide Labor and Supervision

2.3 Provide Construction and Installation Tools and Equipment

2.4 Obtain Permits and Licenses in CONTRACTOR’s Name

2.5 Obtain COMPANY Identification Cards

2.7 Appoint CONTRACTOR REPRESENTATIVE

2.7.1 Appoint one CONTRACTOR REPRESENTATIVE or more for the

2.7.2 During the absence of CONTRACTOR REPRESENTATIVE for any

2.7.3 CONTRACTOR REPRESENTATIVE shall be present or represented by

2.8 Provide Catering and Accommodation, Transportation, Safety Kits

2.9 Provide Office Space for COMPANY REPRESENTATIVE

2.10 Conflict of Interest

2.10.1 CONTRACTOR warrants that it did not have a conflict of interest in

2.10.2 CONTRACTOR may be considered to have a conflict of interest in

2.10.3 If further subcontracting is authorized under the terms of the

2.11 Perform CONTRACTOR’s Other Obligations

3. Local Conditions and WORK SITE

3.1 Investigation of Local Conditions

3.2.1 Location of existing roads, railways, power lines, telephone lines,

3.3 Failure to Conduct WORK SITE Investigation

3.4 Repair Damage to Private Property

4.1 Sufficient and Qualified Personnel

4.2 Priority for Hiring Saudi Nationals for Additional Personnel

4.3 Visas for CONTRACTOR’s Expatriate Personnel

4.3.1 CONTRACTOR specifically acknowledges its responsibility to adhere

4.3.2 Non-issuance of visas to CONTRACTOR's expatriate personnel by

4.3.3 CONTRACTOR's expatriate personnel shall obtain the required

4.4 No Offer of Employment to COMPANY’s Employees

4.5 CONTRACTOR’s Personnel Licenses, Certificates and membership

4.7.1 If not already accomplished prior to the Effective Date of the

4.7.3 CONTRACTOR’s failure to submit the Organization Chart and/or

4.8 Saudi Arabia’s Labor Law

5.1 Working Condition of CONTRACTOR’s Equipment

5.1.1 All of CONTRACTOR's and SUBCONTRACTOR’s construction and

5.1.2 All such equipment may be subject to inspection/calibration from

5.2 Importation, Marshaling and Re-exportation of CONTRACTOR’s

6.2 Material Standards

6.3.4 Complete Operational Spare Parts Data filled per COMPANY’s

6.6 Licenses and Permits for the Importation of Restricted Materials

6.10 Import and Customs Laws of Saudi Arabia

6.11 Lifting Systems for Materials and Equipment

6.12 Name of Consignee

6.13 Care, Control and Custody of Materials and Equipment

6.13.1 Except those materials and equipment retained by COMPANY

6.13.2 Unless such failure, loss or damage is caused by Force Majeure

6.13.3 Unless such failure, loss or damage is caused by willful misconduct

6.14 Special Tools Required to Operate and Maintain the PROJECT

7.1 Language and Measurement System to be Used

7.1.1 Except for technical correspondence and documentation which shall

7.1.2 The metric system of measurement shall be used; however,

7.2 Submission of “As-Built” Drawings

8.4 COMPANY REPRESENTATIVE’s Access to CONTRACTOR’s Suppliers’

8.5 COMPANY’s Failure to Inspect

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

11. CONTRACTOR’s Safety and Loss Prevention Requirements

11.2 Noncompliance with COMPANY Safety Requirements

CONTRACTOR’s non-compliance with the (5-Star) Safety Program and