SECTION A - AGREEMENT

POWER GENERATION PHASE 1 FOR PCIHBV GARRAF OPERATIONS

PROJECT

Section A ‐ Agreement

For

Mechanical Erection Works of PACKAGE A

(Contract No. IQ002‐SS‐013‐00)

08.2020
 SECTION A - AGREEMENT

THIS AGREEMENT No.IQ002-SS-013-00 is made on the date 31st August, 2020

BY AND BETWEEN:

SEPCOIII Electric Power Construction Co., Ltd. Iraq Branch, a corporation organized and existing under
the laws of Republic Of Iraq, with a place of business at Baghdad, Iraq (hereinafter referred to as "the
Contractor" or “Contractor” or “SEPCOIII”, which expression shall, unless excluded by or repugnant to the
context thereof, include its legal successors and permitted assignee), and

XXXXXXXXXXXXXXXXXXXXXXX, a company incorporated under the laws of XXXXX, with a place of

business at XXXXXXXXXX (hereinafter referred to as "the Subcontractor" or “Subcontractor” or “XXX”, which
expression shall, unless excluded by or repugnant to the context thereof, include its legal successors and
permitted assignee).

WHEREAS

A. PETRONAS CARIGALI IRAQ HOLDING B.V., hereinafter called the “Owner” is desirous of engineering,
procurement, construction, commissioning and bringing into commercial operation a PROVISION OF
ENGINEERING, PROCUREMENT, CONSTRACTION AND COMMISSIONING OF POWER
GENERATION PHASE-1 FOR PETRONAS CARIGALI IRAQ HOLDING B.V.’s, GARRAF
OPERATIONS project to be located on the Southern part of Iraq, in the Thi Qar Governorate, about
85km North of Nasiriyah (hereinafter called “the Project”) to be executed.

B. For build of the “Project”, the Owner has award an EPCC Contract (hereinafter called “MAIN
CONTRACT”) to the Contractor.

C. The Contractor desires to engage the Subcontractor to carry out and complete the Works: Mechanical
Erection Works of PACKAGE A

D. Subcontractor expressed its experienced and qualified in carrying out and completing such Works and has
agreed to carry out and complete such Works in accordance with the terms and conditions of this
Agreement.

E. The Contractor has accepted the intention and quotation by the Subcontractor for Mechanical Erection
Works of PACKAGE A

F. The Subcontractor has acquainted himself with the stipulations and requirements of the Contractor and
has admitted and accepted as follows:

Subcontractor has previous experience in the field of the required work and has executed work of the
same nature and level or higher than that required.

Subcontractor has studied the works required to be executed in the light of the Specifications and
Conditions and acquainted himself with all predicted matters which may effect the execution of the
Work, including examining the Site of the Work and has assured himself of the soundness of the
obtained information.

In case any of the statements or information submitted by the Subcontractor is proved to be incorrect
or constitute fraudulent acts or forgery, the Contractor has full right to cancel the Contract.

NOW, THEREFORE, THIS AGREEMENT:

That in consideration of the premises and of mutual covenants, conditions and agreements contained herein,
the parties hereto do hereby agree and covenant as follows:

Article-1

The preamble above constitutes an integral part of the Contract.

Page 1 of 4
 SECTION A - AGREEMENT
Article-2

The following documents shall together constitute the Contract between the Contractor and the
Subcontractor and the term “Contract” in all such documents shall be construed and supplemented
accordingly and harmoniously with each other. If ambiguities or inconsistencies are found in such documents,
their order of precedence as follows will apply. Otherwise, the Contractor shall at his sole discretion give the
instruction and the Subcontractor shall comply with it and no claims will be admitted. Notwithstanding the
foresaid clauses, any conflictions or ambiguities between Technical Specifications, regulations, procedures,
standards or legal requirements found by Subcontractor, Subcontractor should inform Contractor immediately,
and perform under the instructions of Contractor without extra payment.

A – Agreement

B -Letter of Award

C – Subcontract Conditions

D – Scope of Work

E - Technical Specification

F – Drawings

G – Project Schedule& Milestone

H – Bill of Quantity, (hereinafter called “BOQ”)

I – Appendix
Appendix 1: QA & QC
Appendix 2: HSE(Health Safety And Environment) Agreement
Appendix 3: Forms
Appendix 4: Agreement of Safety Management for Rental Machinery
Appendix 5: Manpower Material Machinery plan
Appendix 6: Security Management
Appendix 7: Regulations governing the use of contractor machinery by subcontractors
Appendix 8: Subcontractor Integrity Agreement
Appendix 9: Bid Documents Clarification or Difference List

Article-3

SCOPE OF WORK
The scope of Work for Mechanical Erection Works of PACKAGE A to be carried out by the Subcontractor
pursuant to the terms of the Contract has been specified in relevant clauses, Consist of but not limited to the
following items:
1.1 The scope of Work for Mechanical Erection Works of PACKAGE A in the area of Garraf Oil Field Captive
Power Station Project Site to be carried out by the Subcontractor pursuant to the terms of the Contract has
been specified in relevant clauses of Agreement, Contract Conditions, Drawings, Specifications and all
Appendixes which provided by the Contractor.
1.2 The detailed requirements of scope of Work are specified in SECTION D- Scope of Work.
Article-4

THE SUBCONTRACTOR'S COVENANT TO PROVIDE THE WORKS

Page 2 of 4
 SECTION A - AGREEMENT
In consideration of the payments to be made by the Contractor to the Subcontractor as provided in the
Contract, the Subcontractor covenants with the Contractor to carry out the Works in conformity in all respects
with the provisions of the Contract.

Article-5

CONTRACT PRICE and PAYMENT

In consideration of the Subcontractor carrying out the Works, the Contractor hereby covenants to pay to the
Subcontractor at the time and in the manner prescribed in the payment schedule subject to such
deductions/adjustments as may be allowable in the Contract.
The Provisional Contract Price under this Contract shall be USD xxxxxx (Say US Dollar xxxxxxxxxxxx only)
as per item rates and tentative quantities mentioned in the BOQ which includes all taxes and duties and fees.
The final total contract price will be finally worked out by multiplying actual completed quantity by the
Subcontractor as per the drawing by the fixed item rate in the BOQ, and may be adjusted according the
relevant clauses of the Contract.
The unit rates in the BOQ will remain firm during the tenure of the Contract and no escalation shall be
payable under whatever reasons unless otherwise stated explicitly in the Contract.
In general, payments under this Contract will be effected in the currency. Application for payment becoming
due and payable by the Contractor will be reviewed, modified as required and approved by the Contractor's
Representative and then issue direct payment to the Subcontractor. The Subcontractor should comply with
the payment procedures and instructions issued by the Contractor.
Article-6

EFFECTIVE DATE AND COMMENCEMENT DATE

The Effective Date of the Contract shall be the date of issued the Letter of Award by the Contractor. The
commencement date of the Contract shall be the date of the Notice To Proceed(NTP).
If the Subcontractor fails to be approved by the Owner, this Contract shall be terminated by the Contractor
without any reimbursement to the Subcontractor.
The Subcontractor undertakes to complete the Works as per the Section Project Schedule& Milestone and
appendix. The Subcontractor covenants that should he fail to complete the work within the agreed
contractual period, the Contractor shall duly enforce the Liquidated Damages in conformity with what is
stated in the Contract Documents.
Article-7
By accepting and signing the Contract, the Subcontractor will be deemed to accept the obligation of
supplying and executing everything necessary to complete the Work in the Contract according to the intent of
the specification and as per the best Industry Practice.

IN WITNESS WHEREOF the Parties hereto have duly executed this Agreement as of the Day and Year first
before written.

Page 3 of 4
 SECTION A - AGREEMENT
Authorised signature(s) of Contractor
Seal In the presence of : SEPCOIII ELECTRIC POWER CONTRASTRUCTION
if CO., LTD. IRAQ BRANCH
any

Name :

Signature :

Seal Authorised signature(s) of Subcontractor

if In the presence of:
any

Name :

Signature :

Page 4 of 4