= J SAIPEM SAIPEM ANERICA 1311 Broadfield Blvd, Floor 6 Houston, Texas 77084 Tel. 281-552-5600 Fax 281-552-5910 OCEAN MARINE S.A. DE. GV. PRIVADA CASTELLOT ST 24120 CARMEN (CMP) Houston MEXICO 01.07.2019 Vendor code: 161496 Contract No, 1280402 Tel. No. = #5252938384 ‘Esmail address. :karen-baez@oceamarcom.mx. Our reference: Contract No, 1281402 (Reference fo be quoted in any correspondence) Subject: MEXICO MARINE AGENCY SERVICES - CA KU PROJECT ob 312422 Proe, Dept 23 PD - USA. DRAGADOS - TI CA-KU-AL Procurem. Office : 238 COMPANY PURCHASING Requesting Center: 312012 | Buyer 313 Sheila Meranhao PROJECT MANAGEMENT small address: Sheila. Marankao@saipem.com or internal use RefPR: rissisaa Scheduled Commencement Date o1.072019, Scheduled Compietion Date 31.12.2019c= ‘Contract No, 1280402 Vendor Pe, 2 Co dated 01.07.2019 161496 of n OCEAN MARINE S.A, Lael DECY. SAIPEM Base Amount 1.110.600,00 USD (one million one hundred ten thousand six hundred) Maximum Amount 1.110,600,00 USD (one million one hundred ten thousand six hundred) "We hereby award you the present Contract forthe provisions as outlined under subject, that you undertake to execute in accordance with the terms and conditions as set out herein below. ‘This Contract, together with the unconditional acceptance hereto, constitutes the entice and only agreement between Contractor and Subcontractor relating to the provisions as described herein, and supersede any other previous representation, whether expressed, ora or implied, or any inducement or agreement of any kind of nature, ‘Any modifications to the terms and conditions of this Contract shall be issued in writing by the Contractor and shall ‘only be valid upon writen acceptance.” Item Description ‘Quantity UM ait ‘Amount Price usp usp T MARINE AGENCY SERVICES - CA-KU-AT ¥ # # Expected value: on Price List anor other incident costs 1.110.600,00‘Contract No. 1280402 Vendor Pe. dated 01.07.2019 161496 of OCEAN MARINE S.A. DECY. SAIPEM n CONTRACTOR: Saipem America Ine, 2 company established and existing under the laws of Delaware, USA with registered and head offices at 1131 Broadfield Blvd, Houston, Texas, 77084, USA, ‘SUB-CONTRACTOR: means OCEAN MARINE S.A. DE C:¥., a company established and existing under the laws of MEXICO, with registered and head offices at PRIVADA CASTELLOT 57, CARMEN CMP 24120 MEXICO. Whereas: CONTRACTOR desires the SERVICE particularly described inthe SERVICE CONTRACT DOCUMENTS; CONTRACTOR intends to avail itself ofthe cooperation and services of SUB-CONTRACTOR forthe performence of the SERVICE; SUB-CONTRACTOR represents that ho is fully experienced, properly qualified, registered, licensed, equipped, organised and financed to perform such SERVICE diligently upon the rerms and conditions hereunder. The Contract constitutes the entire and only agreement between the PARTIES cclating to the provisions as described herein, and supersedes any other previous representation, whether expressed, verbal or implied, or any inducement oF agreement of any kind or nature. ‘Any modification to the terms and conditions of this Contract shall be agreed in writing and shall be valid only upon written acceptance by the PARTIES, Now, therefore, in consideration of the mutual covenants and agreement hereinafter provided, i is hereby stipulated at follows: 1. SERVICE CONTRACT DOCUMENTS AND PRIORITY The words and expressions used herein shall have the meaning and the interpretation as assigned to them in General ‘Terms and Conditions attached to this SEVICE CONTRACT. ‘The CONTRACT DOCUMENTS shall consist of the following documents binding on both PARTIES and each document shall prevail over the others with the order set below: ~The present CONTRACT; = General Tetms and Conditions for Service Contract Documents High Complexity (QTC-COR-SERV-407-E Rev.6) Scope of Work For Marine Agency Services in the Gulf Coast of Mexico (312422-SAI-DOM-SOW-051), Quality Requirements for Vendors and Subcontractors # High Criticalty (SPC-COR-QUAL-003-E); - HSE Requirements for Subcontractors (Low Risk) SPC-COR-SE-001-E; + Operational Control of Environmental Spaces (STD-COR-HSE-11~E); = Saipem Corporate Sustainability Poliey, available atthe ~— following —_websit hitpi/ww.saipem.convsite/Home/Sustainabilty htt Model 231, including the Code of Ethics; Attachment 1 - Letter of Acceptance; 2. SCOPE OF THE SERVICE CONTRACT SUB-CONTRACTOR undertakes to perform, carry out and provide to CONTRACTOR, the SERVICE as described ‘hereunder in accordance with SERVICE CONTRACT DOCUMENTS: = Scope of Work For Marine Agency Services in the Gulf Coast of Mexica (312422-SAL-DOM-SOW-0051) ‘Ay filing & submittal of documents to MEXICAN authorities on CLIENT’s behalf and any other communications or interactions with the MEXICAN Authority andr any other public official shall have to be specifically authorized by CLIENT by way of issuing 2 revision to this SERVICE CONTRACT. For this SERVICE CONTRACT, OCEAN MARINE S.A. DE CY. isnot authorized to interact in any form whatsoever with the MEXICAN Authority and/or any cther public officials on behalf of CLIENT. Failing to comply with such obligation may result in immediate termination of this SERVICE CONTRACT. Any interaction with the MEXICAN Authority andlor any other public officials wil be the object of subsequent revision (if any) ofthis SERVICE CONTRACT.c= ‘Contract No, 1280402 ‘Vendor Pe, — dated 01.07.2019 161496 of OCEAN MARINE S.A, on DEGY. SAIPEM 3. EFFECTIVE DATE, ‘The EFFECTIVE DATE of the SERVICE CONTRACT DOCUMENTS is the seme date of signature by SUB-CONTRACTOR of the "Attachment I - Letter of Acceptance duly retumed to CONTRACTOR, 4. SERVICE TIME SCHEDULE, 4.1 The SERVICE under this SERVICE CONTRACT shall be performed and carried out in accordance with a detailed SERVICE TIME SCHEDULE which shall be prepared by SUB-CONTRACTOR and submitted tp CONTRACTOR, for CONTRACTOR’s review and approval, within 15 (fifteen) days ftom the EFFECTIVE DATE of this SERVICE CONTRACT, 4.2 Such detailed SERVICE TIME SCHEDULE shall be based on the following Key Date(s) indicated as per Scope of Work For Marine Agency Services in the Gulf Coast of Mexico (312422 SALDOM-SOW-0051), and Time for SERVICE Completion, and shall be periodically reviewed to meet CONTRACTOR’ requirements 5. SITE ‘The SITE of the SERVICE CONTRACT DOCUMENTS is according to Scope of Work For Marine Agency Services in the Gulf Coast of Mexico (312422-SAI-DOM-SOW-0051), 6, APPROVAL OF SUB-CONTRACTOR DOCUMENTS 6.1 With reference to Clauses 8 #APPROVAL OF SUB-CONTRACTOR DOCUMENTS” and 9 #PROGRESS OF ‘THE SERVICE” of the General Tems and Conditions, SUB-CONTRACTOR shall submit to CONTRACTOR all, SUB-CONTRACTOR DOCUMENTS for approval, as specified in the Service Planning and Work Progress Monitoring. 6.2 With reference to Clause 8 APPROVAL OF SUB-CONTRACTOR DOCUMENTS" of the General Terms and Conditions, SUB-CONTRACTOR shall return the SUB-CONTRACTOR DOCUMENTS duly tevisod to CONTRACTOR within 2 (two) days from the day they were sent to SUB-CONTRACTOR for ste revision 7. COMPLETION OF THE SERVICE With reference to Clause 6 #COMPLETION OF THE SERVICE" of the General Terms end Conditions, CONTRACTOR sll issue the COMPLETION CERTIFICATE, or refuse in whole or in pert the SERVICE notifying SUBCONTRACTOR the reasons of such refusal, in accordance with the SERVICE CONTRACT DOCUMENTS, from receipt af SUB-CONTRACTOR written natice of completion of the SERVICE, 8, FREE ISSUED ITEMS - NOT APPLICABLE. 9, INSPECTION AND TESTING - NOT APPLICABLE. 10. LIQUIDATED DAMAGES ‘With reference to Clause 16 #LIQUIDATED DAMAGES” of the General ‘Terms and Conditions, SUB-CONTRACTOR shall be liable ofthe follow 10.1 Liquidated damages, payable to CONTRACTOR in case the completion ofthe SERVICE is delayed beyond the COMPLETION DATE, ‘are equal fo 5% (Five percent) of the TOTAL SERVICE CONTRACT AMOUNT for each Calendar Day by which ‘completion of the SERVICE is delayed 10.2 Liquidated damages, payable to CONTRACTOR in case the delivery of SUB-CONTRACTOR DOCUMENTS is elayed beyond the term stated in Clause 6 above, are equal to { % (One peteent) of the TOTAL SERVICE CONTRACT AMOUNT for each day by which delivery ofContraet No. 1280402 Vendor Pe dated 01.07.2019 161496 of OCEAN MARINE S.A. DECY. SAIPEM n ‘SUB-CONTRACTOR DOCUMENTS is delayed. 11, SUSPENSION 11.1 With reference to Clause 25 #SUSPENSION FOR CONVENIENCE" of the General Terms and Conditions, ifthe duration of the suspension continues for a period of more than 15 (fifteen) days, the PARTIES shall agree on further actions to be taken in terms of suspension or termination, 12, FORCE MAJEURE ‘With reference 19 Clause 26 #RORCE MAJEURE” of the General Tens and Conditions, the unaffected PARTY shall have the right to terminae the SERVICE CONTRACT if an oceurrence of Force Majeure continues fora ptid of more than 30 hity) days. 13. WARRANTIES: 1.1 With reference to Clause 18 #WARRANTIES” of the General Terms and Conditions the WARRANTY PERIOD shall be 12(twelve) months from the acceptance of the SERVICE. 13.2 The WARRANTY PERIOD for the e-performed SERVICE shall be extended for 12 (twelve) months from the date of issuance of the COMPLETION OF REMEDIAL WORK CERTIFICATE, 14, PRICING. 14.1 The SERVICE shall be compensated to SUB-CONTRACTOR as per the SERVICE CONTRACT DOCUMENTS. 142 This SERVICE CONTRACT allows for a MAXIMUM AMOUNT of 1,110,600.00 USD (One milton, one hundred ten thousand an six hundred dollas). 15, INVOICING. With reference to Clause 23 "INVOICING AND PAYMENT" of the General Terms and Conditions, the SERVICE. CONTRACT shall be invoiced as follows: Bofore submitting an original invoice, SUB-CONTRACTOR shill provide » PROFORMA INVOICE for approval within 10 working days Each single service rendered by SUB-CONTRACTOR detailing the following information: )The SERVICE CONTRACT Number; byQuantties; ‘©}Equipment/Personnel description where applicable; «DALI costs listed for equipmentservices rendered to date (Costs are to match the SERVICE CONTRACT details stated herein, Any Variation must have prior approval in the form of a change fo the SERVICE CONTRACT); Any mark-up percentages (%4) costs for services rendered to date as agreed in the SERVICE CONTRACT; DAIL supporting documentation which includes third party invoices, utilizations end breakdowns of any personel costs complete with timesheets; a)TT/BACS payments information full bank details ie. bank name, adéress, sort code, account name and number; )VAT Number(s) SUB-CONTRACTOR shall issue the PROFORMA INVOICE to the following! Contacts Project Director: Raul Gonzalez E-Mail Address: raul.gonzalez@saipem.com AND Fermin Blum E-Mail Address: Fermin Blum@stipem.com Project Logistis: Osear Millan E-Mail Address: Oscar.millan@saipem.com‘dated 01.07.2019 151496 of OCEAN MARINE S.A. Ee DECY. SAIPEM c= ‘Contract No. 1280402 ‘Vendor Pe a n 15.1 Invoice fssuing: The invoice(s) shall be issued after completion of each SERVICE, individual Lump Sums completed, or monthly for ‘day rates and approval of PROFORMA INVOICE to Reference and Address: ‘SAIPEM AMERICA 1311 BROADFIELD BLVD., FLOOR 6 HOUSTON, TEXAS 77084, USA. Ref, SERVICE CONTRACT No.:1280402 PROJECT CA KU DOMSA, F.A.0. ACCOUNTS PAYABLE DEPARTMENT 1522 All invoices must be raised and isued in the curency of the SERVICE CONTRACT. 15.2.2 All invoiced charges must be outlined in the SERVICE CONTRACT DOCUMENTS. CONTRACTOR shall reserve the right fo reject invoices which contain SERVICES and costs not allowed for under cover ofthis SERVICE CONTRACT. 15.2.3 All invoices must cleatly reference SUB-CONTRACTOR's required remittance details in the form of Bank Name, Sort Code and Account Number as a minimum. 15.2.4 The invoices shall make reference to the SERVICE CONTRACT number, All supporting documentation where applicable shall be atached to the invoice. The invoices shall be addressed as follows: SAIPEM AMERICA 1311 BROADFIELD BLVD. FLOOR 6 HOUSTON, TEXAS 77084, USA Ref, SERVICE CONTRACT No: &EKKO-EBELNS PROJECT CA KU DOMSA F.A.0, ACCOUNTS PAYABLE DEPARTMENT INVOICES NOT FULLY COMPLYING WITH THE ABOVE REQUIREMENTS SHALL BE REJECTED. 16, PAYMENT 16.1 Invoice Payment: All paymonts to SUB-CONTRACTOR forthe SERVICE shall be made within 45 days from receipt of comrectly prepared and adequately supported invoice(s) 16.2 Currency: SUB-CONTRACTOR's invoices shall be issued and paid in USD currency. 17, PARENT COMPANY GUARANTEE AND BANK GUARANTEES With With reference to Clause 24 PARENT COMPANY GUARANTEE AND BANK GUARANTEES” of the General Terms and Conditions, SUB-CONTRACTOR shall provide the following guarantees: 17.1 Parent Company Guarantee [Not applicable 172 Performance Bond SUB-CONTRACTOR shall provide a Performance Bond of an amount equal to 10% (ten percent) of the TOTAL, SERVICE CONTRACT AMOUNT, Such Performance Bond shall be issued as per the Performance Bond Form hereto attached SUB-CONTRACTOR shall provide CONTRACTOR with the Performance Bond within 15 (fifteen) days from the EPPECTIVE DATE, 18. TAXES. ‘The TOTAL SERVICE CONTRACT AMOUNT shall be inclusive ofall exes, except for the Value Added Tax, othe Gross Sale Tax, or any similar indirect tax that, where applicable, shall be indicated separately.cf ‘Contract No. 1280402 Vendor Pe. 7 — dated 01.07.2019 161496 of n al OCEAN MARINE S.A. Le DECN. SAIPEM 19, LIMITATION OF LIABILITY With reference to Clause 31 #LIMITATION OF LIABILITY” of the General Terms end Conditions, SUB-CONTRACTOR’s liability towards CONTRACTOR under or in connection with the SERVICE CONTRACT DOCUMENTS shall be limited to 100% (one hundred percent) of the TOTAL. SERVICE CONTRACT AMOUNT. 20. INSURANCE REQUIREMENTS. ‘SUB-CONTRACTOR shall obtain and maintain throughout the duration of the SERVICE CONTRACT DOCUMENTS. the insurance coverage as provided in Clause 32 #INSURANCE REQUIREMENTS” of the General Terms and Conditions, with the following limits: 20.1 General Third Party Liability Insurance with a limit per occurrence of not less than 5,000.000,00(Five Million Dollars) 20.2 Automobile Liability: Automobile liability insurance covering owned, non-owned and rented automotive ‘equipment with policy limits of equivalent to three hundred thousand dollars ($300,000) in local eurreney (Bef) coverage for injury, death, or property damage resulting from each accident or per LAW, whichever is applicable All above insurance shall be deemed to: ~ cover SUB-CONTRACTOR’ lability under the indemnity provisions ofthe SERVICE CONTRACT, and have adequate coverage, and be from undervriters acceptable to CONTRACTOR, which acceptance shall not be unreasonably withheld, and = be so written or endorsed to provide that the insurance companies shall have no right of recovery against CONTRACTOR'S INDEMNIFIED PARTIES, and - name CONTRACTOR'S INDEMNIFIED PARTIES and their Client as addtional assureds, o the extent of the labilies assumed by the SUB-CONTRACTOR under the SERVICE CONTRACT DOCUMENTS. 21. CORRESPONDENCE - NOTICES ‘Comespondence and notices shall be delivered es listed below: SAIPEM AMERICA ‘OSCAR MILLAN - OFFSHORE PROJECT LOGISTICS E-Mail Address: Osear.nillan@saipem.com OCEAMAR ely Gonzalez - Comercial Coordinator acly gonzalez@oceamar.com Mayke Camacho - Corporate BD Manager smayka.camacho@eemza.com 21. GENERAL TERMS AND CONDITIONS - ADDITIONAL CLAUSES / AMENDMENTS 22.1 Additional Clauses “The following Clauses are hereby added tothe General Terms and Conditions: #85 SECURITY Ifthe SERVICE is performed at CONTRACTOR premises andor at SITE, SUB-CONTRACTOR shall comply with all epplicable host county and intetational security laws, with CONTRACTOR security management system, which, in line with existing industry best practice, establishes security-related guidelines and procedures to lower existing risks to ‘As Low As Reasonsbly Procticable (ALARP), as per CONTRACTOR Project Security Plan, and with all security procedures and instuctions existing and implemented at SITE and/or for the perfomance of the. SERVICE. SUB-CONTRACTOR operating under different security procedures shall notify in writing its intention to deviate from CONTRACTOR applicable security procedures and insteuctons, and shall prepve a #Seeurity Bridging Documeat™ in ore to. harmonize SUB-CONTRACTOR security procedures and instructions with those of CONTRACTOR. The “Security Bridging Document” shall be approved by CONTRACTOR and SUB-CONTRACTOR shal be responsible. to implement i in a imely manner to execute the SERVICE as per its obligations in accordance withthe SERVICE CONTRACT.”‘Contract No. 1280402 Vendor Pe, 5 dated 01.07.2019 161496 of n a | OCEAN MARINE S.A. Ea DEY. SAIPEM #57 EXPORT CREDIT AGENCIES SUB-CONTRACTOR acknowledges and agrees that CONTRACTOR may aval itself of financing facility through the involvement of Export Credit Agencies (HECA”). SUB-CONTRACTOR will, to the extent required by CONTRACTOR, assist in good faith and cooperate with CONTRACTOR and any proposed Financing Entities ‘any of their advisers) in respect of the negotiation of the Financing Documents, and will furish such n and documents reasonably requested by CONTRACTOR and/or te proposed Financing Entities SUB-CONTRACTOR will do all other things necessary, at no additional cost to CONTRACTOR, to permit the full Ulsation of the credit facilites or other debt arrangements relating to any and all applicable ECA including meeting of all ongoing terms, conditions and requirements of any ECA financing and agreeing modifications to this SERVICE, CONTRACT as the Financing Entities may reasonably req 22.2 Amendments ‘The following Clauses ofthe General Terms and Conditions are hereby amended as follows: Paragraphs 23.3.6 and 23.3.9 of Clause #23 INVOICING AND PAYMENT” aze hereby cancelled and replaced by the following 233.6 CONTRACTOR shall pay such invoice within the period specified in the SERVICE CONTRACT fram receipt of a correctly prepared and adequately supported invoice by electronic bank transfer tothe bank account nominated by SUB-CONTRACTOR. For payment in freiga/hard currencies, CONTRACTOR reserve the right to execute all the payment obligations by means of a centralized cash management system. In this case, Ssipem Finance International B.V. after approval from CONTRACTOR, shall assume and execute the relevant payment obligations and shall pay SUB-CONTRACTOR within the peviod specified in the SERVICE CONTRACT from receipt by CONTRACTOR of a correct prepared and adequately supported inv ‘The use ofthis centralized cash management system does not imply eny assignment of the SERVICE CONTRACT nor assignment of any other rights or obligations from CONTRACTOR to Saipem America Inc. nor shall it give SUB-CONTRACTOR any right or claim against Saipem Ameria Inc SUB-CONTRACTOR shall provide CONTRACTOR with the details of its bank account within 15 (fifteen) days from the EFFECTIVE DATE, 23.39 Payments shall not be made to anyone other than SUB-CONTRACTOR, nor in any countries other than the countries of incorporation of the PARTIES or where the SERVICE is performed, and to the bank account provided by ‘SUB-CONTRACTOR as per paragraph 23.36 Payments shal not be made to numbered zeeounts or in cash.” Paragraph 37.3.1 Administrative Responsibility of Clause #37 CONFIDENTIALITY AND ETHICAL BUSINESS STANDARDS? is hereby cancelled and replaced by the following: #873. ADMINISTRATIVE RESPONSIBILITY SUB-CONTRACTOR declares to have received and has knowledge of the contents ofthe Organization, Management and Control Model, including Saipem’s Code of Ethics, drafted by CONTRACTOR in accordance with the legislation in force regarding the administrative liability of legal entities for offences committed by their directors, employees andlor agents. With reference to the performance of the activities under the SERVICE CONTRACT, SUB-CONTRACTOR declares to have given and implemented instructions to its directors, employees and/or agents, aimed at preventing the commission or the attempt of any offence under the #1997 OBCD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions” (the $OECD Convention”), the United "Nations Convention against Corruption and any applicable anti-corruption laws (For instance, the Italian Legislative Decree No. 231 of 8 Sune 2001, the US. Foreign Corrupt Practices Act or any other ant-bribery laws, as the ease may be). Furthermore SUB-CONTRACTOR undertakes vis-t-vis CONTRACTOR to continue effectively implementing such instructions forthe entire duration ofthe SERVICE CONTRACT and to respect all applicable anti-bribory laws. ‘With respect to the performance of the activities under the SERVICE CONTRACT, SUB-CONTRACTOR undertakes vis-i-vis CONTRACTOR, for the entire duration of the SERVICE CONTRACT, to strictly abide by the principles of the Saipem Code of Ethics and of the Saipem Anti-Corruption Managing System Guidelines and to respect HumanCc Contract No. 1280402 Vendor Ps, ay dated 01.07.2019 161496 of all OCEAN MARINE S.A. om DEC. SAIPEM ‘Rights in evordance with Saipem Sustainability Policy, available on the website wwwrseipem.com. SUB-CONTRACTOR stall guarantee that enyone providing services in relation to the SERVICE CONTRACT will only works on the basis of @ witen contact that imposes contions and commitments of compliance equivalent to those assumed by SUB-CONTRACTOR becin, The PARTIES agree that any non-compliance, even patel, with the abovementioned declarations and undertakings, reasonably resulting in adverse consequences for CONTRACTOR, wil be considered ¢ material default under the SERVICE CONTRACT and, asa consequence, will entile CONTRACTOR to uniltrally withdraw, even during is performance, or to terminate the SERVICE CONTRACT, by delivering notice mal, which shall include a trier ‘summary of the circumstances or ofthe legal proceedings demonstrating such non-compliance. In the event of infomation that could reasonably imply such non-compliance, while awaiting verification or decision, CONTRACTOR will have the right 0 suspend the performance ofthe SERVICE CONTRACT, by delivering notiee via ‘writen mail, which shall include a bre summary ofthe relevant information. Should the information be obtained fom the press, CONTRACTOR shal have th right to exereise such right when the information has been confirmed by an oficial document ofthe Judicial Authority andor otherwise confirmed bythe Judicial Authority The exercise of such right wil be tothe sole detriment of SUB-CONTRACTOR, which shall bear, in all cases, all sitional exponses and costs end shall hold CONTRACTOR harmless from any thiedsperty action arising fom of consequential to such non-compliance. SUB-CONTRACTOR shall promptly report fo CONTRACTOR any requestor demand for any uadue inencial oF other advantage of any kind received by SUB-CONTRACTOR during the term ofthe SERVICE CONTRACT. ‘Notwithstanding anything to the contary inthe SERVICE CONTRACT, in case of sub-contract including the contracts entered into for the appointment of sub-agents, sub-represetatives, sub-consultants or similar figures), SUB-CONTRACTOR shall (9 cary ou, prior to signing the sub-contract, controls on its sub-contractor in line with Ssipem Anti-Corruption Managing System Guidelines and (i) ensure that its sub-contractor acs on the basis of a ‘written contact which includes provisions related to compliance and anti-corruption laws equivalent to those se forth in this Anite SUB-CONTRACTOR scknowledges and represents that = the TOTAL SERVICE CONTRACT AMOUNT to be paid by CONTRACTOR to SUB-CONTRACTOR in accordance with the provisions ofthe SERVICE CONTRACT is solely die forthe performance ofthe SERVICE and that this amount shall not be diveedy or indirectly transfered either to a Public Official? oF to any members of CONTRACTOR GROUP; + at the EFFECTIVE DATE, and for the entre duration of the SERVICE CONTRACT, all members of SUB-CONTRACTOR, including members ofits family, its respective directors, shareholders, officers and employeos (including agency personnel) are not Public Offcials™ and that SUB-CONTRACTOR shall prompt. notify CONTRACTOR of any change inthe aforementioned status; ~ at te time the SERVICE CONTRACT is signed, thee are no conflicts of interest, even potential, and that he will immediatly report to CONTRACTOR should a conic arse during the performance ofthe SERVICE CONTRACT; - SUB-CONTRACTOR shall register in its books and records fail and teaspaently the amount received and, shall have in place and meintin forthe entire duration of the SERVICE CONTRACT its own regulatory instruments 10 ensure compliance; = SUB-CONTRACTOR shall promptly notify CONTRACTOR of any change to SUB-CONTRACTOR's management, board of directors andor init contro structure and in respect of the information provided to CONTRACTOR daring the seletion phase andor in respect of anything, that could have bearing on the ability of SUB-CONTRACTOR to conduct eotvtes under the SERVICE CONTRACT CONTRACTOR shall have the sight, at any time, 10 verify SUB-CONTACTOR’s compliance with is obligations Under this Clause and fo carry out audits on the SUB-CONTRACTOR, in ease CONTRACTOR may reasonably ‘consider that SUB-CONTRACTOR has violated the provisions referred to inthis Clause, In ease of SUB-CONTRACTOR's breach of the obligations, representations and werranteseeered 0 inthis Clause, ‘CONTRACTOR shall have the right fo temminate the SERVICE CONTRACT, to suspend any payment and 1 reoeive compensation of any damage incured in relation thereto, *Public Official ‘a. anyone who performs public functions in a legislative, judicial or administrative capacity; ' anyone acting in an official capacity for or on behalf of (i) a national, regional or local government; (i) an agency, epariment or instrumentality of the European Union or of an Malian or @ nor-Halian national, regional or local ‘government; (ii) an Italian or a non-talian company that is owned, controlled (when the public administration, by virtue ofits powers or prerogatives of a public information nature, substantially exercises contol over a company) ot iavested in by government (including, for example, employees of #national oil companies") (iv) public international ‘organisation such asthe European Bank for Reconstruction and Development, the Internstional Bank for Reconstructf= ‘Contract No. 1280402 Vendor Pe, ey dated 01.07.2019 161496 of OCEAN MARINE. DE CY. ‘and Development, the Intemational Monetary Fund, the World Bank, the United Nations or the World ‘Organization; or (¥) an Italian ora foreign political party, a member of a political party or candidate for political oie; «©, anyone in charge of providing 2 public service, ie. whoever performs a public service for whatever reason, where public service means an activity that is governed in the same way as a public function, except that the power vested in the latter is absent Pursuant to Anti-Corruption Laws and in perticulae any jurisprudence deriving from them, the representatives of loc ities are treated as Public Officials." Ifthe SERVICE is performed at CONTRACTOR premises andlor at SITE, SUB-CONTRACTOR shall comply with all applicable host eountry and international security laws, with CONTRACTOR security management system, which, in line with existing industry best practice, establishes security-related guidelines and procedures to lower existing risks to ‘As Low As Reasonably Practicable (ALARP), as per CONTRACTOR Project Security Plan, and with all security procedures and instructions existing and implemented st SITE and/or for the performance of the SERVICE, SUB-CONTRACTOR operating under different security procedures shall notify in writing its intention to deviate fron CONTRACTOR applicable security procedures and instructions, and shall prepare a #Seourity Bridging Document” in forder fo harmonize SUB-CONTRACTOR security procedures and instructions with those of CONTRACTOR, The ‘Security Bridging Document” shall be approved by CONTRACTOR and SUB-CONTRACTOR shall be responsible to implement it in timely manner to execute the SERVICE as per its obligations in accordance with the SERVICE CONTRACT, 23, SUB-CONTRACTOR PROCUREMENT OF ADDITIONAL GOODS AND/OR SERVICES ON BEHALF OF CONTRACTOR 23.1 SUB-CONTRACTOR might be requested to procure additional Goods and/or Services not included in the Price List, on behalf of CONTRACTOR, including but not limited to the following: Provision of stationary, {T materials & devices, food & catering, faritute, consumables, spare parts, rigging equipment, lashing & sea fastening materials, dunnage, handling tools and equipment, gases, gas racks, offshore containers, PPE, fencing, any type of testng/ sampling, scaffolding, marine warranty survey, security/patrolling services ets, b. Rental of any type of handling/liting equipment, ofhore & office container, cars/offies & Furniture, apartments, igs racks, car drivers, tower lights, provision of various personnel (riggers, stevedores, foreman, crane operators, drivers, telly men, secretary, eto) 23.1.1 It is undersiood thet the request to procure additional Serviees shall not be related to commercial serviees, consultancy activities and activities which may imply contacts with Public Official, 23.3 All activities rendered by SUB-CONTRACTOR under sub-clause 23.1 here above shall be on a cost plus fe basis, 2.4 The procurement process adopted shall be in compliance withthe following requirements: ‘According to Clause 48.2 ofthe General Terms and Conditions, only requests issued in writing by CONTRACTOR'S Representative shall be considered valid bb. SUB-CONTRACTOR shall acknowledge in writing the receipt and the acceptance of requests as per sub-clause 22.3 here above. e-SUB-CONTRACTOR shal submit not less than 3 (three) offers to the evaluation of CONTRACTOR’: Representative, except in the case of specific local market cireumstances to be duly documented by SUB-CONTRACTOR (e.g, the presence of a sole vendor inthe area). 4. Only CONTRACTOR'S Representative isin charge of selecting the preferred offeror, if necessary, to request in ‘writing SUB-CONTRACTOR to submit additional offers, unless otherwise foreseen as per sub-clause 23.3 here above, 10 uc= = Ban SAIPEM Contract No. 1280402 dated 01.07.2019 ‘Vendor 161496 OCEAN MARINE S DEGY. Pe. of 1 nl 24, LETTER OF ACCEPTANCE, ‘The validity of the SERVICE CONTRACT DOCUMENTS is conditional upon SUB-CONTRACTOR's confirmation ‘of acceptance of all Terms and Conditions set out hereunder, SUB-CONTRACTOR shall complete, sign and return to CONTRACTOR the Attachment 1 # Letter of Acceptance - together with other documents as set out in the said Attachment, within 5 (five) days of receipt thereof. SAIPEM AME] Name: Title: Date A saipemn america Executive President & CEO Glorgio MartelliATTACHMENT | - LETTER OF ACCEPTANCE (Vendor's Stamp) Saipem America Inc. Proc. Dept.: PD - USA Office: COMPANY PURCHASING 1311 Broadfield Blvd, Floor 6 Houston, Texas 77084 For the attention of Mrs: Sheila Maranbso Date: Subject: Contract No. 1280402 dated 01.07.2019 We hereby confirm our full aeseptance of the WORK / SERVICE CONTRACT DOCUMENTS specified in the above ‘mentioned Contract without any reservation whatsoever. We transmit herewith a copy of the above mentioned Contract together with a copy of the General Terms and Conditions, and of any applicable Special Conditions, duly initialed on