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STAR DEEP WATER PETROLEUM LIMITED

AGBAMI PROJECT
FPSO Project Specification

DOCUMENT NO. AGB-CVX-FP-SOW-GN-0100


MUSTANG PROJECT NO: 3261 INTEC PROJECT NO: H-1218.01

0
REV

16-Dec-2003
DATE

Issued for ITT - 2003


DESCRIPTION

DW
ORIG CHK COMPANY APPROVAL: Milton T. Bruce

RJL
APPR

APPROVED BY:

DATE: Project Document Control No. AGB Originator CVX Location FP

DATE: 16 December 2003 Type SOW Discipline GN Seq. No. 0100 Sheet No. 00 Revision 0

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Agbami Project

FPSO Project Specification AGB-CVX-FP-SOW-GN-0100-00-0

Table of Contents
1. GENERAL ..................................................................................................................... 4 1.1 1.2 1.3 1.4 1.5 1.6 2. 2.1 2.2 2.3 2.4 2.5 2.6 3. 3.1 3.2 3.3 4. 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 Project Description ............................................................................................ 4 FPSO Scope of Work Overview ........................................................................ 4 Incident and Injury Free Program ...................................................................... 5 Abbreviations, Acronyms and Defined Terms ................................................... 5 Codes and Standards........................................................................................ 7 Major Contract Interfaces .................................................................................. 7 General.............................................................................................................. 7 Functional Requirements .................................................................................. 7 FPSO Hull ......................................................................................................... 8 FPSO Process and Utility Facilities ................................................................... 9 FPSO Subsea Systems..................................................................................... 10 FPSO Offloading System .................................................................................. 10 COMPANY Provided Technical Documentation................................................ 10 COMPANY Supplied Equipment and Material .................................................. 12 Work Management, Coordination and Responsibilities..................................... 12 General.............................................................................................................. 12 Project Management, Administration & Procurement Services (WBS AF101) 13 Engineering (WBS AF1-02) ............................................................................... 23 Hull (WBS AF1-03) ............................................................................................ 23 Engineered Items Procurement (WBS AF1-04) ................................................ 24 Module Fabrication and Transportation (WBS AF105).................................... 25 Mooring System (WBS AF06) ......................................................................... 25 Integration (WBS AF107) ................................................................................ 26 FPSO Transportation and Mooring Connection (WBS AF1-08) ........................ 29 Hookup, Commissioning and Transition (WBS AF109)................................... 30

FPSO DESCRIPTION ................................................................................................... 7

COMPANY TECHNICAL RESPONSIBILITIES............................................................. 10

CONTRACTOR SCOPE OF WORK (WBS AF1) .......................................................... 12

Appendices Appendix 1 Appendix 2 Appendix 3 Appendix 4 Appendix 5 Appendix 6 Appendix 7 Appendix 8 Appendix 9
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Specifications Drawings Data Sheets Equipment List Lists, Indices, & Schedules Marine Requirements PDMS Model Design Basis Geotechnical & Geophysical Investigations Page 2 of 31

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FPSO Project Specification AGB-CVX-FP-SOW-GN-0100-00-0

Table of Contents
Appendix 10 COMPANY Supplied Equipment Appendix 11 Safety in Designs & Nigeria Safe Practices Manual Appendix 12 Fabrication Requirements Appendix 13 Loadout, Seafastening and Marine Tows

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1. 1.1

GENERAL Project Description Star Deep Water Petroleum Limited, hereinafter referred to as COMPANY, is developing the Agbami Field. The Agbami Field is located offshore Nigeria in the central Niger delta approximately 113 km (70 miles) south-southwest of the nearest Nigerian shoreline and approximately 354 km (220 miles) southeast of the city of Lagos. The Agbami Field is located in Offshore Prospecting Lease (OPL) 216 and extends into OPL 217. The field lies in water depths ranging from 1280 to 1650 meters (4,200 to 5,400 feet). The water depth at the centerline of the FPSO is approximately 1433 meters (4700 feet). The field will be developed by subsea completed production and injection wells connected to a Floating Production, Storage and Offloading (FPSO) Facility through a system of subsea manifolds, flowlines and risers. Treated and stabilized crude oil will be periodically offloaded from the FPSO to tankers through multiple, mid-water fluid transfer lines connected from the stern of the FPSO to a single point mooring (SPM) offloading buoy.

1.2

FPSO Scope of Work Overview CONTRACTOR shall perform the Work in accordance with this Contract and shall comply with the Technical Requirements which provides the minimum requirements for design, engineering, procurement, fabrication/construction, integration, transportation, installation, hook-up, commissioning and transitioning to COMPANY of the completed FPSO. CONTRACTORs scope of work is defined in detail in Section 4 of this document. A summary of the scope of work, aligned with the Work Breakdown Structure (WBS), is: 1. 2. 3. 4. 5. 6. 7. 8. 9. WBS AF1-01 WBS AF1-02 WBS AF1-03 WBS AF1-04 WBS AF1-05 WBS AF1-06 WBS AF1-07 WBS AF1-08 WBS AF1-09 Project Management, Administration & Procurement Services Engineering Hull Engineered Items Procurement Module Fabrication & Transportation Mooring System Integration FPSO Transportation and Mooring Connection Offshore Hookup, Commissioning and Transition

CONTRACTOR shall provide everything reasonably inferable to complete the entire Work not withstanding the fact that every item necessarily required may not be specifically identified in this Contract. Any service or item not specifically noted as COMPANY supplied shall be provided by CONTRACTOR. CONTRACTOR shall perform the Work in strict accordance with this Contract. CONTRACTOR shall not use any equipment or material it deems equivalent or equal to Materials specified by the Technical Requirements unless authorized by COMPANY
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in writing. CONTRACTOR shall obtain such authorization by COMPANY in advance of any proposed use of equivalent or equal Materials. Depending on the nature of such proposed use of equivalent or equal Materials, COMPANY may request that a Change be made in accordance with Article 10 of this Contract using the procedures defined in Exhibit M, Project Controls and Administration. CONTRACTOR shall submit, immediately upon discovery and in writing for COMPANY resolution, any conflicts or questions of interpretation arising from the contents of the Technical Requirements. 1.3 Incident and Injury Free Program COMPANY is committed to execution of the Work within an Incident and Injury Free culture. The elements comprising the Incident and Injury Free Program to be implemented by COMPANY and CONTRACTOR during execution of the Work are detailed in the Exhibits to this Contract, and the Technical Requirements. While it is a contractual requirement that CONTRACTOR comply with the elements comprising the Incident and Injury Free Program, it is equally important that CONTRACTOR and its Subcontractors adopt and share COMPANYs commitment to an Incident and Injury Free culture. Abbreviations, Acronyms and Defined Terms 1.4.1 Abbreviations and Acronyms The following abbreviations and acronyms are referenced within this document: AVL AFC CTM DPR DRS EIA EPCI EPU ESD FAT FEED FEC FPSO HES HPU ICB ICSS Approved Vendor List Authorized for Construction Commissioning and Transition Milestone Department of Petroleum Resources Document Requirement Schedule Environmental Impact Assessment Engineering Procurement Construction Installation Electrical Power Unit Emergency Shutdown Factory Acceptance Test Front End Engineering and Design FPSO Contract Floating Production Storage Offloading Health, Environmental & Safety Hydraulic Power Unit Independent Competent Body Integrated Control and Safety System

1.4

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FPSO Project Specification AGB-CVX-FP-SOW-GN-0100-00-0 Incident and Injury Free Life Cycle Information Management Mechanical Completion MODU Drilling Contractor Management of Change Mobile Offshore Drilling Unit Marine Warranty Surveyor National Petroleum Investment Management Services (part of NNPC) Nigeria National Petroleum Corporation Nigerian Maritime Authority Operations Assurance Offloading System Contract Offshore Prospecting Lease Performance Acceptance Test Plant Design Management System Programmable Logic Controllers Quality Assurance/Quality Control Quantitative Risk Analysis Subsea Installation Contract Subsea Equipment Vendor Subsea Master Control System International Convention for the Safety of Life at Sea Single Point Mooring Transition Assessment Topside Umbilical Termination Uninterruptible Power Supply Value Improving Practices Vendor Evaluation Report Work Breakdown Structure

IIF LCIM MC MDC MOC MODU MWS NAPIMS NNPC NMA OA OSC OPL PAT PDMS PLC QA/QC QRA SIC SEV SMCS SOLAS SPM TA TUT UPS VIP VER WBS 1.4.2

Defined Terms Hull means that part of the Facility described in AGB-CVX-FP-GEN-MA-1001, Floating Production Storage and Offloading Hull Specification, Parts 1 - 4.

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1.5

Codes and Standards CONTRACTOR shall, at a minimum, complete the Work in accordance with the latest revisions to referenced codes, standards, rules and regulations in effect on the Effective Date except as explicitly specified otherwise by COMPANY in the Technical Requirements. In the event codes, standards, rules and/or regulations change during the execution of the Work, CONTRACTOR shall: 1. 2. Advise COMPANY when changes are first identified

Develop a recommendation to COMPANY as to the need to include these changes in the Work Changes agreed to by COMPANY will be handled in accordance with the Management of Change (MOC) process as described in Exhibit M, Project Controls and Administration. 1.6 Major Contract Interfaces Development of the Agbami Field will be accomplished through three (3) major Engineering Procurement Construction and Installation (EPCI) contracts plus the purchase of major subsea equipment. In addition to the FPSO CONTRACT (FEC), the two (2) other EPCI contracts are the Subsea Installation Contract (SIC) for installation of subsea systems including manifolds, flowlines and risers, and the Offloading System Contract (OSC) for provision and installation of the offloading pipelines and the SPM offloading system. Subsea systems equipment will be purchased from a Subsea Equipment Vendor (SEV) which will also provide assistance with the integration, hookup and commissioning of such equipment. In addition, a MODU (or MODUs) may be drilling wells in the Agbami Field during times when CONTRACTOR schedules offshore activities required to complete the Work. CONTRACTORs interfaces with these other contractors will be managed in accordance with Exhibit O, Interface Management and as further detailed in Section 4.2.9 of this document. FPSO DESCRIPTION General The following sections present an overview of the Facility, i.e. the Agbami FPSO. It describes the FPSO as developed by COMPANY provided Front End Engineering and Design (FEED) work which represents the FPSOs minimum requirements. In progression of the design from COMPANY's FEED level documents, CONTRACTOR may alter the design as supported by the results of its detailed engineering. CONTRACTOR shall demonstrate to COMPANY's full satisfaction that such alterations in no way reduce the FPSO's minimum requirements. CONTRACTOR shall remain responsible, whether or not design alterations are included, for providing an FPSO that fully complies with this Contract. Functional Requirements The Agbami FPSO shall be a new, purpose-built Facility designed to continuously receive, process and store produced hydrocarbons, re-inject gas and water and simultaneously offload stabilized crude oil on a periodic basis all in accordance with AGB-CVX-GN-DSG-GN-0001, Design Basis. Minimum functional requirements are: Page 7 of 31

2. 2.1

2.2

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1. 2.

Crude oil storage of 333000 to 365000 m3 (2.1 to 2.3 million barrels) of produced oil excluding slops A minimum of 10340 m3 (65,000 barrels) of total slop tank storage provided by two tanks, and two topside process tanks with a minimum combined capacity of 5174 m3 (32,500 barrels) A minimum of fifteen (15) working cargo tanks A double sided, single bottom Hull designed for a 20-year continuous operational life on-station without the need for dry-docking Topsides process facilities consisting of two (2) equal trains with combined production rates of: a. b. c. d. 39747 m3/d (produced oil) 39747 m3/d (produced water) 71544 m /d (total produced fluids) 12743 k(std)m /d (produced gas)
3 3

3. 4. 5.

(250,000 BOPD) (250,000 BWPD) (450,000 BFPD) (450 MMSCFD)

6. 7. 8.

90 MW (ISO) nominal for main power generation Gas re-injection rates of 11752 k(std)m3/d (415 MMSCFD) at 48274 kPa (7,000 psi) Overhead gas compression by two (2) 50 percent electric motor driven compressors and low pressure gas compression by two (2) 50 percent electric motor driven compressors (total of four (4) compressors) Injection gas compression by three (3) 33 percent gas turbine compressors Water injection capacity of 71544 m3/d (450,000 BWPD) at 34480 kPa (5,000 psi) Offloading rate of 7154 m3 oil per hour (45,000 BOPH) minimum and 158978 m3 oil (1,000,000 barrels oil) within a single 24-hour period. Accommodations for 130 personnel (100 permanent beds with 30 pull downs)

9. 10. 11. 12. 2.3

FPSO Hull The FPSO Hulls nominal principal dimensions/characteristics, which CONTRACTOR may optimize as a result of its detailed engineering, are: Length Overall Breadth Depth (at side) Full Load Draft Total Displacement 317 meters 58 meters 32 meters 23.5 meters 417500 metric tons (1,040 feet) (190 feet) (105 feet) (77 feet)

The Hull tank arrangement is shown on drawing AGB-INT-FP-DWG-MA-1010, Tank Arrangement, Plan, Profile, and Transverse Section. Ballast tanks in the 4.0 meters wide (13.12 feet) side tanks are segregated from the oil tanks. All oil storage tanks are located inboard of the ballast tanks. The accommodations structure and helideck are

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located at the bow of the Hull to maximize separation from the process facilities and oil storage tanks. The FEED provides for a conventional cargo pumping system, pump room and piping systems arrangement. The pump room and its machinery space are located at the aft end of the Hull. Other pumping systems are acceptable as detailed in AGB-CVX-FPGEN-MA-1001, Floating Production, Storage and Offloading Hull Specification, Part 2. The Hull is not equipped with a propulsion plant. Main electrical power is supplied from topsides-mounted power generation modules. The FPSO Hull is anchored by a taut-leg spread mooring system. 2.4 FPSO Process and Utility Facilities The topsides production facilities are designed for primary separation of wellstream fluids and processing of the separated liquid phases to meet defined oil delivery, reinjection and overboard discharge specifications. COMPANYs layout is preliminary and shall be verified by CONTRACTOR and adjusted as necessary to meet the Technical Requirements. The topside facilities are located above the main deck of the Hull and supported on elevated modules which in turn are supported by elastomeric bearings and stools above the Hull framing (bulkheads, frames, stringers) with local reinforcement added. Topside facilities consists of: ten (10) primary process equipment and utility modules, two (2) laydown modules, one (1) maintenance / storage module (available for future equipment and module use, respectively); a flare boom / tower located at the Hulls stern; two (2) 50 metric tons primary material handling cranes with 46-meter (150 feet) booms; a multilevel pipe rack cantilevered off the interior of the port-side primary equipment modules; a pneumatic tired, 22 metric tons capacity materials handling trolley that travels on the lower level of the cantilevered pipe rack; and riser pull-in/pig launcher/material handling trolley(s) mounted on rails located on the port, starboard and aft portions of the Hull deck, all as shown on either drawing AGB-MEI-FT-DWG-GN-0502-00, FPSO Topsides General Arrangement Plan or AGB-MEI-FT-DWG-GN-0503-00, FPSO Deck Integration Plan. The primary process and utility modules are: 1. 2. 3. 4. 5. One (1) oil inlet module Two (2) oil production train modules Three (3) gas compression modules Two (2) main power generation modules containing three (3) turbine driven generators One (1) seawater injection module

6. One (1) flare / offloading module Each equipment module has two (2) or three (3) levels of equipment with mezzanines and access platforms and stairs. Inlet separation is divided into two nominal 19874 m3 oil per day (125,000 barrels oil per day) trains. Each separation system consists of a three-phase horizontal high pressure separator and a two-phase low pressure separator. Each train is designed with a water
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treatment system and provisions for future sand jetting equipment. Separated water is treated for overboard disposal or injection to the reservoir. Produced gas is processed and compressed to 48260 kPa (7000 psig) for injection into the reservoir with gas taken off at lower pressure for fuel gas and gas-lift requirements with no planned flaring. Gas-lift, as reservoir recovery mechanism, will be used in the future when reservoir conditions require its application. All provisions required on the FPSO for gas-lift are, however, included in the Work. Power generation for the FPSO is provided by three (3) gas powered, turbine driven generators for normal operating conditions and two (2) diesel engine driven generators for essential and emergency service. The turbine driven generators are nominally rated 30 MW (ISO) class. Two (2) of the main generators are located in one (1) module and the third located in the second module along with the power systems main electrical building containing associated switchgear. The emergency power generator is located on the main deck and the essential services generator is within the Hull. 2.5 FPSO Subsea Systems Facilities and equipment packages required for accepting and controlling production fluids from the subsea wells and injecting gas or water into the reservoir are located on the FPSO. This equipment includes: a hydraulic power unit (HPU); topside umbilical terminations (TUT); a subsea master control station (SMCS); an electrical power unit (EPU); a power distribution unit (PDU); a workover/rig emergency shutdown (ESD) system; and chemical injection system. In addition there are topsides connections to umbilicals and production/injection risers. Location of this equipment is shown on drawing AGB-MEI-FT-DWG-GN-0502-00, FPSO Topsides General Arrangement Plan or is described in AGB-INT-SS-SPC-IC-3566, Subsea Control System FPSO Interface. Section 3.2 of this document references Appendix 10 in which subsea equipment provided by COMPANY for installation on the FPSO by CONTRACTOR is listed. CONTRACTORs specific scope of work associated with installation of this equipment and CONTRACTORs responsibilities to interface with COMPANYs SIC and SEV contractors through COMPANY-managed external interface management system are defined in Section 4.2.9.of this document. 2.6 FPSO Offloading System Offloading of stabilized crude from the FPSO is normally to tankers of opportunity via a single point mooring system (SPM) buoy located approximately 1.8 kilometers from the stern of the FPSO. The crude is transported from the FPSO to the SPM by multiple, mid-water pipelines connected to the FPSOs stern. As a backup, offloading is to an export tanker moored in a tandem configuration by hawsers to the stern of the FPSO. The buoy, transfer lines to the buoy, and the buoy mooring system shall be part of a separate OSC contract. CONTRACTOR shall be required to interface with the OSC contractor through COMPANY-managed external interface management system as more fully defined in Section 4.2.9 of this document COMPANY TECHNICAL RESPONSIBILITIES COMPANY Provided Technical Documentation Technical documents resulting from COMPANYs FEED work being provided to CONTRACTOR are included in Appendices to this document. CONTRACTOR shall Page 10 of 31

3. 3.1

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refer to Exhibit Q, COMPANY Provided Information for the interpretation and use of COMPANY-provided documents in progressing the Work from FEED to final acceptance. The Appendices are: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. Appendix 1 Specifications Appendix 2 Drawings Appendix 3 Data Sheets Appendix 4 Equipment Lists Appendix 5 Lists, Indices & Schedules Appendix 6 Marine Requirements Appendix 7 PDMS Model Appendix 8 Agbami Design Basis Appendix 9 Agbami Geotechnical and Geophysical Investigations Appendix 10 COMPANY Supplied Equipment Appendix 11 Safety in Designs & Nigeria Safe Practices Manual Appendix 12 - Fabrication Requirements Appendix 13 Loadout, Seafastening and Marine Tows

COMPANY will issue to CONTRACTOR within fourteen (14) Days following the Effective Date, native format electronic files of COMPANY deliverables. CONTRACTOR shall note that the following application software has been used in the development of COMPANY-provided information: Item 1. Application Name HYSYS Release/Version Version 3.1 Manufacturer Hyprotech Purpose Steady state process simulation for determination of heat and material balances Multidisciplinary 3D model (Topsides: Piping, Structural and Electrical, Main Deck: Piping and Equipment, Hull: Shell only) Database manager and report generator for Instrument Index and Instrument Data Sheets.

2.

PDMS (Plant Design Management System) INTools

Version 11.4

Aveda (formerly CADcenter)

3.

Version 5.2

Intergraph

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COMPANY will issue to CONTRACTOR the source data files used for these applications but CONTRACTOR shall be responsible for provision, set-up and operation of any software necessary to utilize the data provided. 3.2 COMPANY Supplied Equipment and Material COMPANY-supplied equipment and materials are detailed in Appendix 10, COMPANY Supplied Equipment. Work Management, Coordination and Responsibilities COMPANY reserves the right to review, inspect, and/or witness any portion of the Work and to reject any of the Work not in accordance with this Contract. This reservation shall not replace in whole or in part CONTRACTORs quality assurance/control (QA/QC) responsibilities. CONTRACTOR shall allow access to COMPANY personnel for this purpose at any time during the course of the Work and at all CONTRACTOR Work Sites/locations. COMPANY will apply for and obtain all permits listed in AGB-CVX-PMP-00044, Compliance Assurance Procedure. CONTRACTOR shall, in a timely manner, provide COMPANY with all information required to support COMPANYs permit applications. COMPANY will provide facilitation for resolution of interfaces between CONTRACTORs Work and the work of other COMPANY contractors working on Agbami facilities. COMPANY will maintain an External Interface Management System as described in Exhibit O, Interface Management that will provide CONTRACTOR with information from COMPANYs other contractors working on the Agbami Project as required to progress CONTRACTORs work. COMPANY will provide services in support of the Incident and Injury Free Program as defined in Section 6.2.3 of AGB-CVX-GN-MAN-FS-0200, HES Execution Manual. All other services, equipment and Materials not specifically noted as COMPANY furnished but necessary for CONTRACTOR to execute the Work shall be furnished by CONTRACTOR. 4. 4.1 CONTRACTOR SCOPE OF WORK (WBS AF1) General Health, Environmental & Safety (HES) considerations and protection are of the utmost importance. CONTRACTOR shall be responsible for and at all times demonstrate to COMPANYs satisfaction that all aspects of the Work are conducted safely and in a manner that protects personnel, the environment and all COMPANY or CONTRACTOR facilities. This shall include implementing the Incident and Injury Free Program as detailed in Exhibit E, Health, Environmental & Safety Management Plan. CONTRACTOR shall maintain a pro-active involvement with Subcontractors to ensure HES objectives are met. CONTRACTOR shall provide all labor and Materials necessary to perform the Work with the sole exception of those activities described as COMPANY responsibilities in Section 3 of this document. The Facilities furnished by CONTRACTOR shall be complete in every respect and meet long term running test performance standards defined in AGBCVX-GN-SPC-OP-0130, Commissioning and Transition Requirements and operate in accordance with the expressed and implied requirements of this Contract.
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3.3

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CONTRACTOR shall incorporate into the Work the resulting requirements and recommendations from all studies, analyses, and evaluations undertaken by CONTRACTOR. 4.2 Project Management, Administration & Procurement Services (WBS AF101) 4.2.1 Safety and Security In administration of CONTRACTORs HES responsibilities, CONTRACTOR shall comply with the requirements cited or referenced in Exhibit E, Health, Environmental and Safety Management Plan, Exhibit J, Site Security and Appendix 11, Safety in Designs & Nigeria Safe Practices Manual. CONTRACTOR shall submit for COMPANY review and comment within forty-five (45) Days of the Effective Date, a description of CONTRACTORs Health, Environmental and Safety Management System and a project-specific Health, Environment and Safety Plan as required by Exhibit E, Health, Environmental and Safety Management Plan. COMPANY intends to ensure CONTRACTOR is guided by a policy of strict compliance with all laws and regulations and COMPANY policies and the Incident and Injury Free program as detailed in Exhibit E. CONTRACTOR shall accomplish and provide to COMPANY the results of all risk analyses, assessments and other HES studies and reviews as detailed in and at such times required by AGB-CVX-PMP-00065, Risk Assessment Specification. 4.2.2 Project Management CONTRACTORs overall project management organization is shown in Exhibit U, Project Organization and Key Personnel. CONTRACTOR shall not change key personnel identified in Exhibit U without COMPANYs authorization unless such personnel leave CONTRACTORs employment. COMPANY authorization will not be unreasonably withheld in the event reasons for personnel changes are not within CONTRACTORs control. At all times during execution of the Work, CONTRACTOR shall provide all necessary project management and resources to complete the Work in accordance with this Contract. CONTRACTORs overall organizational structure shall include the following together with all other functions required to execute the Work: 1. 2. 3. 4. 5. 6. 7. 8. Project Management HES Management Regulatory/Permit Management Quality Assurance / Quality Controls Management Classification Management Project Controls Management Interface Management Engineering Management

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FPSO Project Specification AGB-CVX-FP-SOW-GN-0100-00-0 Information Management Operations Assurance Management Commissioning Management Community/Labor Relations Management Procurement Management Subcontract Management Material Control/Handling/Logistics Management Construction/Fabrication/Transportation/Installation Management Hook-Up and Commissioning Management

9. 10. 11. 12. 13. 14. 15. 16. 17.

18. Risk Management For all major Subcontractor locations listed in Exhibit V, List of Subcontractors and Suppliers and all major work sites listed in Exhibit W, CONTRACTORs Facilities and Equipment, CONTRACTOR shall develop a project organizational structure tailored to the requirements of the work being done at the locations with management and/or discipline supervisory representation having reporting responsibilities to the equivalent functions in CONTRACTORs overall organizational structure. CONTRACTORs Work Site organizational structure at CONTRACTORs major Work Sites shall include: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. Construction/Fabrication Manager(s) Engineering Manager Site HES Manager(s) Site Project Controls Manager Construction QA/QC Manager Community/Labor Relations Manager Construction Superintendents Site Internal Interface Coordinator(s) Security Coordinator Site Material Management / Logistics Manager Training Coordinator

12. Operations Assurance Coordinator CONTRACTOR shall ensure that all Subcontractors develop project management organizations that support and have clear lines of responsibility and reporting to CONTRACTORs project management organization. CONTRACTOR shall provide to COMPANY copies of Subcontractors project management organizations charts as requested by COMPANY.

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4.2.3

Project Alignment Activities CONTRACTOR shall provide or support COMPANY in the following activities intended to support COMPANY and CONTRACTOR goal alignment and execution effectiveness. 1. CONTRACTOR shall conduct project alignment workshops within fourteen (14) Days of commencing work at each of the major Work Sites as defined in Exhibit W, CONTRACTORs Facilities and Equipment. CONTRACTOR shall plan for one-day workshops per location unless it believes more time is required. The workshops shall include representation by personnel from CONTRACTORs and subcontractors project organizations (for those subcontractors involved in work at the major Work Site). In addition, COMPANY personnel and COMPANYs project stakeholders (e.g., DPR, NNPC, and others) will attend these meetings as COMPANY deems necessary. CONTRACTOR shall structure the workshops to: a. b. c. Ensure clear alignment regarding upcoming project activities among both CONTRACTOR and COMPANY project teams Develop a clear channels of communication CONTRACTOR and COMPANY personnel between

Identify potential opportunities and threats that must be addressed to ensure successful project execution

CONTRACTOR shall provide all facilities including the venue and all other support to ensure the success of these workshops. 2. CONTRACTOR shall conduct Incident and Injury-Free Workshops and CONTRACTOR and COMPANY shall develop Safety Leadership Teams (SLTs) in accordance with the requirements contained in AGB-CVX-GNMAN-FS-0200, HES Execution Manual. CONTRACTOR and COMPANY shall establish an effective process for alignment of objectives in order to facilitate the effective execution of activities at each of the major Work Sites. CONTRACTOR and COMPANY site representatives shall meet weekly to address progress at the site, issues, opportunities, and other critical aspects of the activities taking place at their respective Work Sites. These representatives shall address, at a minimum, the items identified in Exhibit M for the weekly progress reports tailored to focus on specific Work Site activities. CONTRACTOR shall host and chair two sail away readiness review meetings. One shall be held at the shipyard prior to transit of the Hull to the integration site and the second shall be held at the integration site prior to transit of the integrated FPSO to the Agbami field. Both meetings shall be held at least thirty (30) Days but not more than forty-five (45) Days before the scheduled sail away dates. The focus of the first meeting shall be to review the status of Hull construction work and verify there shall be no shipyard carryover work requiring completion at the integration site. The focus of the second meeting shall be to review the status of integration site activities required to attain Commissioning and Page 15 of 31

3.

4.

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FPSO Project Specification AGB-CVX-FP-SOW-GN-0100-00-0 Transition Milestone 1 (CTM 1). These activities are detailed in AGBCVX-GN-SPC-OP-0130, Commissioning and Transition Requirements and shall be completed by CONTRACTOR prior to sail away from the integration site.

5. 6.

CONTRACTOR shall provide the support for the Operations and HES peer reviews as defined in AGB-CVX-GN-PRO-AD-0170. CONTRACTOR shall implement a Transition Assessment (TA) process for the following transition points during execution of the Work: a. b. c. d. Hull engineering to Hull fabrication Topsides engineering to topsides fabrication Fabrication (Hull and module) to integration Integration to offshore installation and commissioning

The process shall demonstrate CONTRACTORs effectiveness in planning and preparing for the major transitions. CONTRACTOR shall prepare and submit for COMPANY review and comment at least forty (40) but not more than sixty (60) Days before the commencement of the transition activity, procedures to be used and items to be addressed for each of the TAs. Items to be addressed should include, but not be limited to, timing and how key personnel from the project team will be transitioned to Work Site organizations where required, how engineering activities will be transitioned to fabrication site activities, roles and the responsibilities, authorities and organizational reporting and communication structure (both internally and with COMPANY) of transitioning personnel. 7. CONTRACTOR shall develop a Risk Management Program that addresses risks associated with overall project execution. CONTRACTOR shall provide all databases required. The results of CONTRACTORs Risk Management Program, including the risks identified, risk mitigation measures and strategies adopted, and tracking activities shall be addressed in all project and site weekly meetings. CONTRACTOR shall develop a Constructability Plan and submit it for COMPANY review and comment within one hundred twenty (120) Days of the Effective Date. The plan shall demonstrates that constructability has been thoroughly integrated into CONTRACTORs overall project execution strategy. CONTRACTORs Constructability Plan shall, at a minimum, address: a. Rolls and responsibilities of key project personnel, as defined in Exhibit U, Project Organization and Key Personnel, in constructability planning. At least one person among CONTRACTORs key personnel shall have centralized authority and control of constructability planning and implementation. b. How construction execution planning shall be integrated into CONTRACTORs overall project execution plan. c. How major or special construction methods shall be incorporated into or coordinated with the basic design approach. Page 16 of 31

8.

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FPSO Project Specification AGB-CVX-FP-SOW-GN-0100-00-0 d. Development and implementation of construction logic and activity durations in order to achieve and maintain a quality construction driven Contract Schedule. e. Development and implementation of site logistic plans. f. Development and implementation of site arrangement studies to insure access for plant equipment and construction equipment. g. Use of personnel with specialized construction knowledge to provide input on constructability for specialized construction or implementation of technically innovative procedures. CONTRACTOR shall develop and maintain a lessons learned database and issue lessons learned reports to COMPANY on a quarterly basis commencing six (6) months after the Effective Date. Each report shall provided lessons learned categorized by engineering, procurement, Hull fabrication, module fabrication, integration and commissioning. These reports shall include objective and candid summaries of lessons learned during these activities. CONTRACTOR shall also identify key lessons learned from prior projects and indicate how these are being addressed on this project. Each report shall include actions taken or to be taken by CONTRACTOR for each lesson learned to prevent reoccurrence. Reports shall not be released in any format by CONTRACTOR to a third party without COMPANYs authorization. CONTRACTOR shall, as part of its project execution planning, submit to COMPANY within one hundred twenty (120) Days after the Effective Date a plan that identifies how technical specialist resources will be utilized for elements of the Work where CONTRACTOR has never used the technologies before or where the technologies have not been used on similar facilities.

9.

10.

4.2.4

Project Controls Requirements 4.2.4.1 General CONTRACTOR shall develop and use project control and procedures as required by Exhibit M, Project Controls and Administration. CONTRACTOR shall submit to COMPANY a Project Controls Plan for review and comment within forty-two (42) Days of the Effective Date. Document and Information Management CONTRACTOR shall implement a comprehensive document management system in accordance with Exhibit M, Project Controls and Administration, AGB-CVX-GN-SPC-GN-1000, Information Management Requirements, and AGB-CVX-GN-PRO-GN-0100, CONTRACTOR Document Control and Exchange. CONTRACTOR shall submit for COMPANY review and comment an Information Management Plan within thirty (30) Days of the Effective Date. The plan shall address the requirements detailed in AGB-CVXGN-SPC-GN-1000.

4.2.4.2

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FPSO Project Specification AGB-CVX-FP-SOW-GN-0100-00-0 CONTRACTOR shall submit all documentation, including all documentation that is originated by CONTRACTORs Subcontractors, to COMPANY in native electronic formats complying with the requirements of AGB-CVX-GN-SPC-GN-1000, Information Management Requirements. General requirements for paper documentation shall be submitted to COMPANY as detailed in AGBCVX-GN-SPC-GN-1000. Specific requirements for paper documentation are also provided in AGB-CVX-GN-SPC-AD-0400, Specifications for Operations, Maintenance and Training Manuals. CONTRACTOR shall use COMPANY-provided electronic data sheet templates, to be provided to CONTRACTOR within thirty (30) Days after the Effective Date, for all equipment to which the data sheets are applicable. These templates have the same required contents and layout as the data sheets provided in Appendix 3 to this document but are formatted to allow COMPANY to extract the data into databases. These COMPANY supplied templates, however, will not have any of the technical data filled in. CONTRACTOR shall be responsible for filling in the technical data for each piece of equipment on the appropriate template and including these data sheets in vendor bid packages. This requirement specifically excludes instrumentation data sheets, which CONTRACTOR shall produce in INTools.

4.2.4.3

Document Submission and Review CONTRACTOR shall submit for COMPANY review drawings, specifications, data sheets, calculations, reports, schedules, forms, lists, plans, analyses, programs, procedures, manuals, certifications, procurement packages and other documents as required by this Contract and at the times defined in AGB-CVX-GN-SPC-GN-1000, Information Management Requirements. CONTRACTOR shall allow in its schedule fourteen (14) Days from receipt of CONTRACTORs document by COMPANY for COMPANY review except for review of Vendor Evaluation Reports (VERs) for vendors not on COMPANYs Approved Vendor List (AVL). Requirements for the VERs and COMPANY review times are detailed in Exhibit K, Procurement. COMPANYs review or lack of review of CONTRACTORs documents shall not relieve CONTRACTOR from fully complying with the Technical Requirements. Any remedial work or purchase of Material resulting from CONTRACTORs failure to comply with this Contract, regardless of COMPANYs review or lack of review of CONTRACTORs documents, shall not be the basis for a Change in accordance with Article 10 of this Contract.

4.2.5

Procurement CONTRACTOR shall procure, inspect, expedite, transport, receive, asset register, catalogue the inventory, warehouse and preserve/protect all Materials required for the Work in accordance with the Technical Requirements and Exhibit K, Procurement. Page 18 of 31

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The Approved Vendors List (AVL) is provided as Attachment K-1 to Exhibit K and is also referred to within Contract documents as AGB-CVX-GN-LST-GN-0100, Approved Vendors List. CONTRACTOR shall procure services, equipment or material from vendors on the AVL unless CONTRACTOR requests and COMPANY approves an alternate vendor as further defined in Exhibit K. At the completion of the Work, CONTRACTOR shall deliver to COMPANYs shore base in Onne, Nigeria, all spare parts and equipment not identified for storage on the FPSO in accordance with the studies to be performed as specified in AGB-CVX-GN-SPC-OP-8100, Spare Parts Selection and Holding Requirements. Spare parts and equipment shall be itemized and containerized. Weights of filled containers shall not exceed 9.1 tonnes (10 short tons). All spare parts and equipment delivered by boat shall be delivered on self-propelled workboats not more than 61 meters (200 feet) in length with less than 4.6 meters (15-foot) draft. COMPANY shall unload all spare parts and equipment from CONTRACTORs vessel at COMPANYs shore base. CONTRACTOR and COMPANY shall perform a joint inspection during handover of the spare parts and equipment at COMPANY shore base. CONTRACTOR shall be responsible for replacement of any shortages, damaged goods, incorrect material, make or model resulting from the joint inspection. CONTRACTOR shall inform COMPANY at least 48 hours prior to delivery of spare parts and equipment to COMPANY. 4.2.6 Quality Assurance/Quality Control (QA/QC) Services CONTRACTOR shall perform all QA/QC services required to ensure compliance with the Technical Requirements and Exhibit L, Quality Assurance & Quality Control including, but not limited to the following: 1. All inspection services at all CONTRACTORs and Subcontractors Work Sites in order to ensure compliance with the Technical Requirements. Inspection activities required by CONTRACTOR are detailed in AGB-CVXGN-SPC-QA-0100, Inspection and Quality Control. Providing within ninety (90) Days of the Effective Date, a description of CONTRACTORs quality system for review, comment, and consent by COMPANY. CONTRACTOR shall apply quality system requirements to all subcontracted and purchased items or services including an internal and external audit program to demonstrate proactive compliance with the Technical Requirements in every aspect. Providing COMPANY within seven (7) Days of the Effective Date one controlled copy of CONTRACTORs QA Manual. CONTRACTOR shall provide COMPANY with one controlled copy of each update to the manual that is issued during the course of the Work. in the Technical

2.

3.

4.2.7

Classification/Certification/Verification Classification, Certification and Verification as used Requirements are defined and include activities as follows:

Classification is defined as an ongoing process of certification carried out over the FPSOs life. For the duration of the Work, it is an independent review and verification including relevant quality control (QC) inspections, audits, and
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engineering calculations by a Classification Society to ensure that the Facility has been designed, fabricated and/or installed to satisfy the applicable Classification Society rules. Certification is defined as an independent review and verification including relevant QC inspections, audits, and engineering calculations to ensure that the Facility has been designed, fabricated and/or installed to satisfy agreed upon rules stipulated by national and/or international regulations. Variances will require approval by the applicable national authority unless said approval authority is delegated to the certification authority. Certifications shall be performed by agencies or societies which are authorized or licensed to issue said certificates in Nigeria and in all other applicable jurisdictions. Verification is defined as an independent review including relevant QC inspections, audits, and engineering calculations to ensure that the safety critical elements of the Facility have been designed, fabricated and/or installed to satisfy agreed upon specifications and performance standards. A certificate or report is issued confirming verification of compliance or fitness for purpose. The Classification Society retained in accordance with Section 4.2.8.1 below shall be appointed as the Independent Competent Body (ICB) to conduct the verification program. 4.2.8 Implementation and Management of Classification and Verification Plan CONTRACTOR shall be responsible for implementing and managing the Classification and Verification Plan provided in AGB-CVX-GN-SPC-QA-5001, Classification and Verification Plan. CONTRACTOR shall review and update the Classification and Verification Plan as the Work progresses at times and for events as described in AGB-CVX-GN-SPC-QA-5001. CONTRACTOR shall provide evidence that CONTRACTOR-appointed ICB accepts and attests to the initial suitability of the safety critical elements and associated performance standards contained in the AGB-CVX-GN-PRO-FS-0800, Safety Critical Elements Methodology. 4.2.8.1 Classification Society CONTRACTOR shall retain ABS to fulfill the classification/certification/verification requirements of this Contract. CONTRACTOR shall use ABS to class the Hull and mooring system, class the topsides using risk based verification, and to provide verification of the tow and installation procedures. FPSO Classification CONTRACTOR shall perform Hull and moorings design/fabrication/ construction work in accordance with class rules. CONTRACTOR shall perform topsides design/fabrication/construction work in accordance with the risk based verification system described in AGB-CVX-GNSPC-QA-5001, Classification and Verification Plan. The FPSO class notation shall be under the rules of ABS and, for Hull and mooring system, in accordance with AGB-CVX-FP-GEN-MA-1001, Floating Production, Storage and Offloading Hull Specification Parts 1 through Page 20 of 31

4.2.8.2

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FPSO Project Specification AGB-CVX-FP-SOW-GN-0100-00-0 4. CONTRACTOR shall provide COMPANY with all ABS documentation including all related certifications indicating that the Hull, moorings and topsides have been designed and built in accordance with their FPSO classification requirements. CONTRACTOR shall be responsible for all submissions required by ABS approval

4.2.8.3

Communication CONTRACTOR shall maintain all necessary channels of communication with COMPANY to complete all classification/certification/verification requirements. In addition, CONTRACTOR shall facilitate communication between COMPANY and ABS at all times. CONTRACTOR shall allow and support free and open communication between ABS and COMPANY. CONTRACTOR shall require ABS to keep COMPANY advised on matters related to the classification/verification process. To ensure that all classification requirements are met, CONTRACTOR shall provide to ABS all necessary drawings, engineering calculations and supporting documentation required for review and evaluation in order to satisfy societys rule requirements. CONTRACTOR shall provide ABS with direct access to all facilities involved in execution of the Work. CONTRACTOR shall provide to COMPANY a copy of all communications to ABS at the time they are sent. CONTRACTOR shall require that ABS copy COMPANY on all of its communications to CONTRACTOR and its Subcontractors and vendors. Flagging The FPSO shall be registered under the Nigerian flag in compliance with the coastal state laws and regulations of Nigeria. CONTRACTOR shall ensure that COMPANY is provided with all certifications and documentation to obtain compliance with flag state requirements. Deliverables CONTRACTOR shall obtain and provide to COMPANY all Classification Society approvals and all necessary certifications required to complete the Work.

4.2.8.4

4.2.8.5

4.2.9

Project Interface Management CONTRACTOR shall be responsible for managing all interfaces internal to the execution of the Work. COMPANY will manage the external interfaces. CONTRACTOR shall provide all information required by COMPANY for management of interfaces between CONTRACTORs work with those of other COMPANY contractors working on Agbami facilities. Requirements for CONTRACTOR internal and external interface systems are defined in Exhibit O, Interface Management.

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CONTRACTOR shall provide both an internal interface coordinator and an external interface coordinator for the duration of the Work. The roles and responsibilities of these coordinators are described in Exhibit O. CONTRACTOR shall submit for COMPANY review and comment within thirty (30) Days of the Commencement Date, an Interface Management Plan complying with the requirements detailed in Exhibit O, and AGB-CVX-GN-SPCAD-0201, Interface Management Specification. CONTRACTOR shall perform all work indicated for the FEC in AGB-CVX-GNSPC-AD-0220, External Interface Requirements. This work is required to install and commission COMPANY provided equipment and provide support to COMPANYs contractors working on Agbami facilities where their work interfaces with CONTRACTORs work. CONTRACTOR shall allow access for and cooperate fully with COMPANYs other contractors for all activities described in AGB-CVX-GN-SPC-AD-0220. CONTRACTOR shall provide information, drawings, and other deliverables resulting from its work activities are required by COMPANYs other contractors to execute their interface responsibilities with CONTRACTORs Work. 4.2.10 Commissioning Planning CONTRACTOR shall develop all manuals, procedures, checklists, and plans required for commissioning, transitioning and start-up as detailed in AGB-CVXGN-SPC-OP-0130, Commissioning and Transition Requirements. CONTRACTOR shall provide an Operations Assurance Team (hereinafter referred to as CONTRACTOR OA Team) as required by Exhibit P, Operations Assurance to participate in the planning of commissioning and transitioning of FPSO systems and subsystems leading to Final Acceptance of the FPSO by COMPANY. The team shall be multi-disciplined and include personnel with commissioning and operations experience. CONTRACTOR shall develop and submit within ninety (90) Days of the Commencement Date for COMPANY review and comment, a level three Commissioning Plan that shall meet the minimum requirements of AGB-CVX-GN-SPC-OP-0130, Commissioning and Transition Requirements and AGB-CVX-GN-SPC-OP-0135, Specification for Pre-Commissioning/Commissioning Practices. CONTRACTORs Commissioning Plan shall fully consider all manpower and resource requirements necessary to reduce offshore work activities to mechanically complete and commission the Facilities to as short a duration as possible. CONTRACTORs Commissioning Plan shall include a thorough analysis of offshore accommodation requirements with fully defined and detailed contingencies to mechanically complete and commission the Facilities as required to complete the Work. 4.2.11 Permits CONTRACTOR shall obtain all permits, licenses, approvals, registrations, and the like required to perform the Work other than those specifically stated as obtained by COMPANY in AGB-CVX-PMP-00044, Compliance Assurance Procedure. CONTRACTOR shall provide COMPANY all technical support and information required in support of COMPANY obtained permits, licenses,
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approvals, registrations and the like. CONTRACTOR shall perform all tasks required to maintain and update the permit approval matrix and perform all other activities associated with the permitting process as detailed in AGB-CVX-PMP00044. 4.2.12 Nigerian Content A description of the minimum work scopes that CONTRACTOR shall perform and execute in Nigeria as Nigerian content is provided in Exhibit G, Nigerian Content. CONTRACTOR shall use qualified local Nigerian firms and labor, where possible, to execute the minimum work scopes. Exhibit K, Procurement, provides additional COMPANY requirements related to utilization of Nigerian contractors, suppliers and vendors. 4.2.13 COMPANY Required Site Facilities CONTRACTOR shall provide COMPANY with office facilities and support as detailed in Exhibit M, Project Controls and Administration. 4.3 Engineering (WBS AF1-02) 4.3.1 Engineering Design CONTRACTOR shall furnish all professional, technical and support personnel, material, equipment, computer hardware and software, consumables, and support facilities necessary to perform all detailed design and engineering of the FPSO including but not limited to all studies, process design, development of specifications, calculations, data sheets, engineering drawings, bills of material, incorporation of vendor information and the like for the execution of the Work as required to meet the Technical Requirements. CONTRACTOR shall perform all design, engineering and design reviews in accordance with the requirements detailed in AGB-CVX-GN-SPC-AD-0600, Detailed Engineering Specification. CONTRACTOR shall subcontract for the provision of a completely operational Integrated Control and Safety System (ICSS) incorporating the Hull, topsides and subsea interface systems to a firm specializing in this type of work. Companies specializing in this work that are acceptable to COMPANY are provided on the AVL. CONTRACTOR shall submit to COMPANY within forty-five (45) Days of the Commencement Date a definition of the division of work tasks between CONTRACTOR and its ICSS Subcontractor as required by AGB-CVX-GN-SPCIC-1000, Integrated Control and Safety System Requirements. CONTRACTOR shall provide all as-built documentation, training manuals, testing plans and the like as required by AGB-CVX-GN-SPC-GN-1000, Information Management Requirements. 4.4 Hull (WBS AF1-03) 4.4.1 Hull Fabrication CONTRACTOR shall furnish all fabrication engineering, labor, Materials, consumables, construction equipment, shipyard facilities, supervision, inspection, services, scheduling, interface coordination, and support facilities necessary to fabricate the Hull and install marine systems, as required to meet the Technical Page 23 of 31

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Requirements. CONTRACTOR shall also provide all mobilizations, temporary facilities required during fabrication and demobilizations, including removal of all temporary facilities, as required to accomplish the Work. CONTRACTOR shall perform all fabrication and testing activities as detailed in AGB-CVX-FP-GENMA-1001, Floating Production, Storage and Offloading Hull Specification, Parts 1 through 4. 4.4.2 Hull Model Testing CONTRACTOR shall perform Hull model tests for both tow and operational conditions as required by AGB-CVX-FP-GEN-MA-1001, Floating Production, Storage and Offloading Hull Specification, Part 1 and AGB-INT-FT-SPC-MA1031, FPSO Mooring System. CONTRACTOR shall perform a test for the transit of the Hull from the shipyard to the integration site that models the Hull as it exists after completion of all shipyard fabrication work. In addition, CONTRACTOR shall perform a test for transit of the FPSO from the integration site to the installation site at the Agbami Field with the topsides facilities and modules integrated on the Hull and operational models that model mooring and riser restraints, all as required by AGB-CVX-FP-GEN-MA-1001 and AGB-INT-FTSPC-MA-1031. CONTRACTOR shall develop a model test program that shall be submitted to COMPANY for review and comment no less than sixty (60) Days prior to CONTRACTOR awarding a contract to a model test basin Subcontractor. 4.4.3 Hull Transit From Shipyard to Integration Site CONTRACTOR shall provide all transportation engineering, labor, material, equipment, tools, consumables, construction equipment, supervision, inspection, services, scheduling, interface coordination, support facilities, ocean-going tugs, and tow rigging required to prepare the Hull for and tow the Hull from the shipyard fabrication site to the integration site and moor the Hull at CONTRACTORs quay, all as required to meet the Technical Requirements. CONTRACTOR shall perform all tow preparation work and execute the tow in accordance with the requirements of Appendix 13, Loadout, Seafastening and Marine Tows, AGB-CVX-FP-GEN-MA-1001, Floating, Production, Storage and Offloading Hull Specification, and AGB-CVX-GN-SPC-GN-0700, Topsides Special Requirements. CONTRACTOR shall preserve all Facilities included in the tow as required by AGB-CVX-GN-SPC-GN-0600, Equipment Preservation and Protection (Assembly, Shipment, Installation).

4.5

Engineered Items Procurement (WBS AF1-04) CONTRACTOR shall procure, transport to Work Sites and provide all inspection required at vendor manufacturing locations for the engineered items listed in the Work Breakdown Structure provided in Exhibit M, Project Controls and Administration. CONTRACTOR shall procure, transport and inspect all engineered items as required by the Technical Requirements and Exhibit K, Procurement.

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4.6

Module Fabrication and Transportation (WBS AF105) 4.6.1 Module Fabrication CONTRACTOR shall furnish all fabrication engineering, labor, Materials, tools, consumables, construction equipment, yard facilities, supervision, inspection, services, scheduling, interface coordination and support facilities necessary to fabricate, test, and commission modules as required to meet the Technical Requirements. CONTRACTOR shall also provide all mobilizations, temporary facilities required during fabrication and demobilizations, including removal of all temporary facilities, as required to accomplish the Work. CONTRACTOR shall perform all module fabrication work as detailed in Appendix 12, Fabrication Requirements and as required by the Technical Requirements... Transportation of Modules From Fabrication Sites to Integration Site CONTRACTOR shall provide all transportation engineering, labor, material, equipment, tools, consumables, construction equipment, supervision, inspection, services, scheduling, interface coordination, support facilities, transportation vessels (barges or others), ocean going tugs, and tow rigging to loadout, tie down for transport and transport to the integration site all topside modules or other FPSO Facilities and associated loose items as required to meet the Technical Requirements. CONTRACTOR shall perform all tow preparation work and execute tows in accordance with the requirements of Appendix 13, Marine Transportation/Transit Requirements and AGB-CVX-GN-SPC-GN-0700, Topsides Special Requirements including the requirements of CONTRACTOR provided Marine Warranty Surveyor (MWS). CONTRACTOR shall preserve all Facilities included in the tow as required by AGB-CVX-GN-SPC-GN-0600, Equipment Preservation and Protection (Assembly, Shipment, Installation). Prior to loadout, CONTRACTOR shall, weigh and determine center-of-gravity for all modules as required by AGB-MEI-FT-PRO-GN-0170, Weight Control Procedure Topsides Modules. CONTRACTOR shall weigh all modules after all module components have been installed and just prior to loadout. CONTRACTOR shall weigh all modules by instrumented and calibrated load cells.

4.6.2

4.7

Mooring System (WBS AF06) 4.7.1 Mooring System Fabrication CONTRACTOR shall furnish all fabrication engineering, labor, Materials, tools, consumables, construction equipment, yard facilities, supervision, inspection, services, scheduling, interface coordination and support facilities necessary to fabricate the mooring system and its components as required to meet the Technical Requirements. CONTRACTOR shall also provide all mobilizations, temporary facilities required during fabrication and demobilizations, including removal of all temporary facilities, as required to accomplish the Work. CONTRACTOR shall perform all mooring fabrication work in accordance with the requirements of Appendix 12, Fabrication Requirements and as required by the Technical Requirements.

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4.7.2

Mooring System Transportation CONTRACTOR shall provide all transportation engineering, labor, material, equipment, tools, consumables, construction equipment, supervision, inspection, services, scheduling, interface coordination, support facilities, transportation vessels (barges or other), ocean going tugs, and tow rigging to loadout, tie down for transport and transport the mooring system or any component thereof from initial supply locations to CONTRACTOR Work Sites as required to meet the Technical Requirements. CONTRACTOR shall perform all loadout, tow preparation work and execute tows in accordance with the requirements of Appendix 13, Loadout, Seafastening and Marine Tows including requirements of COMPANYs MWS.. CONTRACTOR shall preserve all Facilities included in the tow as required by AGB-CVX-GN-SPC-GN-0600, Equipment Preservation and Protection (Assembly, Shipment, Installation). Mooring System Installation and Testing CONTRACTOR shall furnish all installation engineering, labor, material, equipment, tools, consumables, construction equipment, supervision, inspection, services, scheduling, interface coordination and support facilities necessary to install and test the off-FPSO components of the mooring system as required to meet the Technical Requirements. Off-FPSO and on-FPSO components of the mooring system are defined in AGB-INT-FT-SPC-MA-1031, FPSO Mooring System. CONTRACTOR shall perform a pre-installation bottom survey of the anchor sites and a post installation survey of the mooring system after it has been connected to the FPSO. The mooring system installation and testing of the mooring lines and anchors, and all surveying shall be accomplished as detailed in AGB-INT-FT-SPC-MA-1031. CONTRACTOR shall develop and submit to COMPANY for review and comment at least one hundred twenty (120) Days prior to the installation of the system, mooring systems installation procedures that comply, at a minimum, with the requirements of AGB-INT-FT-SPC-1031. During the time CONTRACTOR installs the mooring system, COMPANYs SIC and OSC may be working in the Agbami field and drilling operations by a COMPANY contracted, dynamically positioned MODU may be ongoing. CONTRACTOR shall coordinate its mooring installation work with COMPANY through COMPANY managed interface management system so that neither CONTRACTORs nor COMPANY contractors work activities are adversely affected.

4.7.3

4.8

Integration (WBS AF107) 4.8.1 General CONTRACTOR shall furnish all fabrication engineering, labor, Materials, consumables, construction equipment, yard facilities, supervision, inspection, services, scheduling, interface coordination, support facilities and select a safe mooring location for the integration site necessary to perform installation and hook-up of modules and all other FPSO Facilities as required by the Technical Requirements. CONTRACTOR shall provide all mobilizations, temporary facilities

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required during integration and demobilizations, including removal of all temporary facilities, as required to accomplish the Work. CONTRACTOR shall provide all labor, fuel, lubricants, replacement parts, and tools to perform mechanical completion and commissioning of the FPSO systems as required by the Technical Requirements. 4.8.2 Hull Mooring at Integration Site CONTRACTOR shall submit an integration site mooring plan for COMPANY review and comment one hundred twenty (120) Days prior to mooring the Hull at the integration site. The mooring plan shall account for, but is not limited to, the following: 1. Safety of the bare Hull arrival at the integration site, including but not limited to, all port clearances, river passages, harbor tugs, pilots, berthing arrangement and other marine or navigational aids required Requirements for deballasting on arrival including disposal of ballast water Satisfactory and stable under keel clearance and the continuing avoidance of marine hazards Mooring arrangements Weather considerations in the event of severe weather conditions, including tidal fluctuations Shore based utilities, including but not limited to, power, water, sewage, firewater, crane access

2. 3. 4. 5. 6.

7. Safety and security of the Hull from all potential hazards CONTRACTOR shall provide a mooring system inclusive of fairleads, bits, mooring winches, fenders, and any other components required. CONTRACTOR shall provide all personnel and mooring wires/ropes to safely secure the Hull at the integration site. 4.8.3 Safety and Security of Hull at Integration Site CONTRACTOR shall safely maintain and periodically adjust the moorings as needed throughout the integration period. Depending upon CONTRACTORs module placement and crane access plan, the Hull may be moved or turned at various times. For each such movement, CONTRACTOR shall consult with COMPANYs representative and provide to COMPANY for review and comment, thirty (30) Days prior to moving the Hull, all plans and procedures required to accomplish the move. CONTRACTOR shall continually assess the Hull for structural impact, trim and heel angles, bottom clearance, and Hull stability due to added (or reduced) topside weights and ballasting/de-ballasting operations occurring during the course of the integration work. CONTRACTOR shall provide security services and implement a site security plan that will assure security of the FPSO such that only personnel explicitly assigned to the Work may be allowed access to the FPSO or equipment and
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Materials stored at CONTRACTORs facility. CONTRACTORs security plan for the integration site shall, at a minimum, comply with the requirements of Exhibit J, Site Security. 4.8.4 Installation of Topsides Modules CONTRACTOR shall install the topsides modules and all other Facilities as required by the Technical Requirements. CONTRACTOR shall perform all fabrication work required to install topside modules in accordance with Appendix 12, Fabrication Requirements and as required by the Technical Requirements. CONTRACTOR shall submit to COMPANY for review all detailed drawings, specifications, and procedures developed for installation of topsides modules prior to installation of the modules. Such documents shall be submitted to COMPANY at the times during the progression of the Work as required by AGBCVX-GN-SPC-GN-1000, Information Management Requirements. For all lifts, CONTRACTOR shall comply with the requirements of AGB-CVX-GNMAN-FS-0200, HES Execution Manual. For all lifts of 180 tonnes (198 short tons) or more, CONTRACTOR shall prepare and submit to COMPANY six (6) Weeks prior to making such lifts, written lift procedures. Such procedures shall comply with, at a minimum, the requirements of AGB-CVX- GN-SP-CS-0100, Specification for Heavy Lifts and Installation. 4.8.5 Integration Site Mechanical Completion and Commissioning At the integration site, CONTRACTOR shall perform and certify mechanical completions and commissioning as required by CONTRACTORs Commissioning Plan. Definitions of milestones and details of the commissioning process are provided in AGB-CVX-GN-SPC-OP-0130, Commissioning and Transition Requirements. CONTRACTOR shall: 1. Mechanically Complete (MC), function test and certify individual systems and subsystems to MC-2 status prior to commencement of individual systems and subsystems commissioning. Commission to Performance Acceptance Test (PAT-1) requirements all systems required to achieve Commission Transition Milestone 1 (CTM1). CONTRACTOR shall not transit the FPSO from the integration site to the Agbami Field until these minimum requirements are fully completed and documented.

2.

3.

Mechanically complete and commission to PAT-1 requirements, at the integration site, as many other systems and subsystems as possible in order to reduce offshore mechanical completion and commissioning work to a minimum. From CONTRACTORs commencement of MC-2 activities, COMPANY will organize its operating personnel into work teams in parallel with CONTRACTORS personnel to commence hands-on training and involvement of COMPANY operating personnel. This alignment between COMPANY and CONTRACTOR shall ensure COMPANY personnel preparing to take over responsibility from CONTRACTOR for equipment are able to combine their
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training with suitable and sufficient experience of and familiarity with the new Facilities and operating requirements under all foreseen conditions. CONTRACTOR shall not include these COMPANY resources when planning CONTRACTOR resources for mechanical completion and commissioning which remains CONTRACTORS full responsibility. 4.8.6 Supply of Fuel, Lubricants, Chemicals, and Consumables CONTRACTOR shall supply all FPSO fuels, lubricants, hydraulic fluids, chemicals and other consumables required at the integration site. All transfer and storage systems involved shall be subject to PAT-1 requirements before use. CONTRACTOR shall provide all permanent or temporary safety and emergency systems necessary to prevent and mitigate the potential hazards of these activities and continued storage. Accommodations CONTRACTOR may not use the permanent FPSO accommodations unit for subsistence of its personnel or for administrative purposes at any time while accomplishing the Work. Inclination Testing CONTRACTOR shall perform required inclination testing as specified by SOLAS in accordance with the Classification Societys requirements to verify lightship weight and center of gravity, and stability of the completed FPSO as ready for tow to the installation site and for offshore operations.

4.8.7

4.8.8

4.9

FPSO Transportation and Mooring Connection (WBS AF1-08) 4.9.1 FPSO Transit to Installation Site CONTRACTOR shall provide all transportation engineering, labor, material, equipment, tools, consumables, construction equipment, supervision, inspection, services, scheduling, interface coordination, support facilities, ocean-going tugs, and tow rigging required to prepare for and tow the integrated FPSO from the integration site to the Agbami Field installation site as required to meet the Technical Requirements. CONTRACTOR shall perform all tow preparation work and execute the tow in accordance with the requirements of Appendix 13, Loadout, Seafastening and Marine Tows, AGB-CVX-FP-GEN-MA-1001, Floating, Production, Storage and Offloading Hull Specification, AGB-CVX-GNSPC-GN-0700, Topsides Special Requirements including requirements of COMPANYs MWS. CONTRACTOR shall preserve all Facilities included in the tow as required by AGB-CVX-GN-SPC-GN-0600, Equipment Preservation and Protection (Assembly, Shipment, Installation). CONTRACTOR shall provide COMPANY advance notice of the planned commencement of transit in the reducing windows schedule as required by Exhibit M, Project Controls and Administration. CONTRACTOR shall provide for maintenance and security of the FPSO during transit from the integration site to the installation site. CONTRACTOR shall maintain the FPSO in a safe condition during the tow and ensure all essential support equipment required for immediate use by CONTRACTOR and

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Agbami Project

FPSO Project Specification AGB-CVX-FP-SOW-GN-0100-00-0

COMPANY personnel is operational once the FPSO has been moored at the installation site. CONTRACTOR shall prepare and submit to COMPANY for review and comment, procedures to be used for maintaining the FPSO during transit one hundred twenty (120) Days before the planned transit. 4.9.2 Connection of FPSO to Mooring System CONTRACTOR shall supply all necessary vessels, equipment, services and personnel required to connect the FPSO to the mooring system at the installation site in accordance with the Technical Requirements and as detailed in AGB-INTFT-SPC-MA-1031, FPSO Mooring System. CONTRACTOR shall connect the FPSO to the pre-installed, off-FPSO components of the mooring system. The location and heading of the FPSO when connected to the mooring system shall be as specified in AGB-INT-FT-SPC-MA-1031. CONTRACTOR shall submit for COMPANY review and comment an Installation Plan at least one hundred eighty (180) Days prior to arrival of the FPSO at the installation site. The Installation Plan shall include, but not be limited to: 1. Description of the step by step sequence of connecting the off-FPSO components to the on-FPSO components of the mooring system as required by AGB-INT-FT-SPC-MA-1031, FPSO Mooring System. OffFPSO and on-FPSO mooring components are also defined in that document. Adjusting the FPSO location, final pre-tensioning of the mooring system

2. 4.10

Hookup, Commissioning and Transition (WBS AF109) 4.10.1 General CONTRACTOR shall supply all labor, equipment, Materials, replacement parts, tools, fuel, lubricants, chemicals, consumables, inspection, supervision, utilities, services, scheduling, and interface coordination to complete mechanical completion and commissioning of the FPSO systems as required by AGB-CVXGN-SPC-OP-0130, Commissioning and Transition Requirements. 4.10.2 Offshore Completion and Transitioning Activities CONTRACTOR shall check that all systems and subsystems meeting PAT-1 requirements at the integration site are mechanically aligned, are function checked and have not been damaged during the tow. CONTRACTOR shall repair or replace items damaged during tow to their original condition including retesting. CONTRACTOR shall mechanically complete and commission Facilities required to achieve CTM2 and CTM3. CONTRACTOR shall not progress commissioning the systems required to achieve CTM3 until all activities required to achieve CTM2 are completed. CONTRACTOR shall continue mechanical completion and commissioning of Facilities as required by AGB-CVX-GN-SPC-OP-0130, Commissioning and Transition Requirements. COMPANY will issue a Notice of Final Acceptance of the Facilities in accordance with Article 16 of the Contract.

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Agbami Project

FPSO Project Specification AGB-CVX-FP-SOW-GN-0100-00-0

4.10.3 Fuel, Lubricants, Chemicals and Consumables CONTRACTOR shall supply all fuel, lubricants, utility and production chemicals and consumables required to fill all storage tanks onboard the FPSO after mooring of the FPSO at the installation site. CONTRACTOR shall provide all production chemicals as detailed in AGB-CVX-FP-DAT-HP-0380-01-0, Chemicals and Consumables First Fill Requirements Data Sheet. CONTRACTOR shall continue to supply all FPSO fuels, lubricants, hydraulic fluids, process chemicals and other consumables until the certificate for Performance Acceptance Test 2 (PAT-2) for each FPSO system and subsystem is issued at the offshore installation site as required to achieve CTM3 as defined in AGB-CVX-GN-SPC-OP-0130, Commissioning and Transition Requirements. Subsequent to issuing of the SAHF-2 certificate, CONTRACTOR shall be reimbursed for supply of fuels, lubricants, hydraulic fluids, process chemicals and other consumables as a Change in accordance with Article 10 of this Contract for work required to complete Commissioning and Transition Milestones 4 and 5 as shown in AGB-CVX-GN-SPC-OP-0130. 4.10.4 Offshore Accommodations CONTRACTOR may not use the FPSO accommodation unit for subsistence of its personnel or administrative purposes. CONTRACTOR shall provide a flotel type accommodation for its personnel required for all offshore work required at the installation site. CONTRACTOR shall allow space for subsistence of 50 of COMPANYs personnel in its flotel accommodation and provide safe transportation between the flotel and the FPSO for COMPANY personnel during the course of all offshore work at the installation site. 4.10.5 Operational Support (WBS AF1-09-06) CONTRACTOR shall provide commissioning, operations and maintenance support in the form of personnel at the technician, foreman and supervisory levels for activities required to achieve CTM4 and CTM5. CONTRACTOR shall provide such support on a cost reimbursable basis in accordance with the rate schedule provided in Exhibit C, Compensation Adjustment. Additionally, COMPANY may require CONTRACTOR to supply, on a cost reimbursable basis, the services listed in Exhibit C, Compensation Adjustment. All such services shall be handled as a Change in accordance with Article 10 of this Contract and shall be reimbursed in accordance with the rate schedule in Exhibit C.

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