Schedule A
Schedule A
Schedule A
66000XXXXX
SCHEDULE A
TABLE OF CONTENTS
1. DEFINITIONS....................................................................................................1
1.1 Definitions...............................................................................................1
1.2 Interpretation...........................................................................................9
2. CONTRACTOR OBLIGATIONS......................................................................10
2.1 CONTRACTOR Obligations..................................................................10
3. CONTRACTOR PERSONNEL........................................................................12
3.1 CONTRACTOR to provide Personnel..................................................12
3.2 Requirements for CONTRACTOR Personnel......................................12
3.3 Personnel Organization Chart..............................................................12
3.4 SAUDI ARAMCO may remove Personnel............................................13
3.5 Indemnity...............................................................................................13
4. CONTRACTOR EQUIPMENT.........................................................................13
6. LOCAL CONDITIONS......................................................................................15
6.1 CONTRACTOR Has Investigated Site.................................................15
6.2 No Reliance on Documentation............................................................15
6.3 Unforeseeable Site Conditions.............................................................16
10. CHANGES.......................................................................................................24
10.1 SAUDI ARAMCO may Direct a Change...............................................24
10.2 Adjustment to Critical Milestone Dates and CONTRACTOR'S
Compensation.......................................................................................24
10.3 No Oral Changes..................................................................................24
10.4 Failure to Agree.....................................................................................25
10.5 CONTRACTOR Change Proposals......................................................25
10.6 Payment for Changes...........................................................................26
13. SUBCONTRACTS...........................................................................................32
13.1 Subcontracting Requirements..............................................................32
13.2 CONTRACTOR to Ensure Compliance................................................33
13.3 Assignment of Subcontracts.................................................................34
13.4 Further Subcontracting.........................................................................34
13.5 CONTRACTOR Responsible................................................................34
17. INSURANCE....................................................................................................41
17.1 CONTRACTOR Insurances..................................................................41
17.2 CONTRACTOR Liable for Full Amount of Losses................................43
17.3 Insurance Policies and Certificates.......................................................43
17.4 Rights of Subrogation...........................................................................43
17.5 Subcontracting......................................................................................44
SCHEDULE A
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1. DEFINITIONS
In this Contract, the following terms shall have the meanings as given in this
Paragraph 1.1:
1.1 Definitions
1.1.6 Claim means any claim, demand, cause of action, suit, judgment,
loss, cost, expense, damage, proceeding, fine, penalty, award of
damages, or liability (including reasonable legal costs and
expenses, and sums paid by way of settlement and/or compromise
where any such settlement or compromise was reasonable).
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1.1.8 Company Group means SAUDI ARAMCO and all of its Affiliates,
and their directors, officers, employees, agents, consultants and
representatives, but shall not include any contractor or vendor
engaged by SAUDI ARAMCO nor any of the CONTRACTOR
Group.
1.1.11 CONTRACTOR means the entity entering into this Contract with
SAUDI ARAMCO, as set forth on the signature sheet of this
Contract.
1.1.19 "Critical Milestone Dates" means the agreed dates set forth in
Schedule B by which the CONTRACTOR shall complete specified
portions of the WORK.
1.1.21 Design Office is the location at which the Affiliated Contractor shall
perform all the engineering, detailed design and procurement for
the WORK.
1.1.23 Effective Date shall mean the date specified in the first Paragraph
of the Signature Sheet.
1.1.28 Exception Items means items that are Defective but which do not
affect the safe and/or orderly Commissioning, Start-Up and/or
operation of the FACILITIES or applicable part thereof, and which
do not significantly affect the use of the FACILITIES or applicable
part thereof for their intended purpose in the sole judgment of
SAUDI ARAMCO.
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1.1.35 "Job Site" means the site where the FACILITIES are to be
constructed in the Kingdom of Saudi Arabia.
1.1.38 "Lay Down Yard" means the location or locations where certain
components and Materials for the FACILITIES shall be temporarily
stored, fabricated or assembled or pre-constructed by
CONTRACTOR.
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1.1.42 "Materials" means all materials, goods, and articles of every kind,
but does not include CONTRACTOR Tools and Equipment which
will not become a permanent part of the FACILITIES.
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1.1.54 "Project Standards" means any and all standards referenced in this
Contract.
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1.1.72 Verification Period means the period of time following the Effective
Date as specified in Paragraph 1.0 of Attachment I to Schedule B,
during which the CONTRACTOR may review the documents further
specified and ordered in precedence in Paragraph 1.0 of
Attachment I to Schedule B, as applicable.
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1.2 Interpretation
In this Contract:
1.2.1 all dates and periods shall refer to the Gregorian calendar;
1.2.2 a reference to any law shall include references to any law which
amends, extends, consolidates or replaces the same and shall
include any delegated or subordinate legislation, order, ordinance,
directive, statutory instrument, rules, circulars, regulations or by-
laws and any codes, conventions, standards or guidelines made
under the applicable law;
1.2.3 words in the singular shall include the plural and vice versa and
references to one gender include the other genders;
1.2.8 if a word is defined (e.g., Defect), other forms of the same word
(e.g., Defects and Defective) have a corresponding meaning;
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2. CONTRACTOR OBLIGATIONS
2.1.3 Construct and conduct final testing, inspection and checkout of the
FACILITIES.
2.1.4 Provide materials and spare parts for the FACILITIES, including but
not limited to, procurement, fabrication, inspection, expediting,
customs clearance and transportation.
2.1.8 Provide all of the labor and supervision required to perform the
WORK.
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2.1.11 Provide "as built" drawings and project record books, all in the
English language, to facilitate operation and maintenance of the
FACILITIES.
2.1.14 Perform all other obligations, work and services and furnish all
other things which are required by the terms of this Contract or
which can reasonably be inferred from the terms of this Contract as
being necessary for the successful and timely completion of the
WORK.
3. CONTRACTOR PERSONNEL
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3.2.2 CONTRACTOR shall not, during the course of the WORK, offer
employment to any employee of SAUDI ARAMCO, without SAUDI
ARAMCO's prior written consent.
3.2.4 All CONTRACTOR Personnel shall comply with all applicable rules
and instructions issued by SAUDI ARAMCO and with generally
acceptable standards of conduct for expatriate personnel living and
working in Saudi Arabia. Upon SAUDI ARAMCO's written request,
CONTRACTOR shall, at its own expense, remove from involvement
with or performance of the WORK and replace at its own cost and
expense any CONTRACTOR Personnel who fail to comply with the
foregoing rules and instructions.
3.5 Indemnity
4. CONTRACTOR EQUIPMENT
5.1.6 CONTRACTOR shall at all times keep the WORK Site neat, clean
and free of waste material and rubbish. CONTRACTOR shall, at the
direction of SAUDI ARAMCO, promptly remove from the WORK
Site any surplus equipment and materials not required for the
WORK. Before completion of the WORK and before final payment
is made, CONTRACTOR shall, unless otherwise provided in this
Contract, at SAUDI ARAMCO's direction, remove from the WORK
Site at CONTRACTOR's sole risk and expense all equipment,
Temporary Facilities, rubbish, unused materials and other such
items. In the event of CONTRACTOR's failure to discharge the
foregoing obligation, SAUDI ARAMCO may accomplish the same or
have it accomplished by others, all at CONTRACTOR's sole risk
and expense.
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6. LOCAL CONDITIONS
CONTRACTOR shall not, and shall not be entitled to, rely upon
any survey, report or documentation prepared or provided by or
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(b) within seven (7) days after such written notice, provide written
confirmation and transmittal of all relevant and itemized
information of such conditions.
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8.3.1 Within sixty (60) days after this Contract's Effective Date,
CONTRACTOR shall submit for SAUDI ARAMCO's review
CONTRACTOR's WORK Schedule comprised of a resource
loaded, (including but not limited to personnel, equipment, and
material quantities) CPM logic network of detailed activities for the
engineering and procurement phases of the WORK and
construction activities at a level of detail necessary to show the
CONTRACTOR's approach for planning and executing the
construction phase of the WORK. CONTRACTOR shall incorporate
detailed construction activities into the WORK Schedule at least
one hundred twenty (120) days prior to start of construction
activities, providing a single integrated network of all phases of the
work. The WORK Schedule shall be updated at least monthly and
as may be required in Schedule A Paragraph 22. CONTRACTOR
shall submit both hard copy and electronic files of the following
interrelated documents:
(c) A Summary Level CPM time scaled network logic diagram and
bar graphs summarizing the Detailed Level CPM diagram
including restraints and dependencies and showing the Critical
Milestone Dates;
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8.3.2 The WORK Schedule shall be based upon and incorporate the
Critical Milestone Dates and the Scheduled Mechanical Completion
Date, and shall be updated or revised monthly and resubmitted to
SAUDI ARAMCO for review so that it accurately reflects actual and
forecasted WORK progress, including the incorporation and impact
of executed Change Orders. CONTRACTOR shall respond to, and
when applicable incorporate, SAUDI ARAMCO comments on initial
and revised WORK Schedule submittals and resubmit for review
the modified WORK Schedule including specific narrative
responses to all SAUDI ARAMCO comments within fifteen (15)
days of receipt of SAUDI ARAMCO comments. SAUDI ARAMCO
review and comments shall not be deemed a waiver of its rights
and remedies with respect to delayed Critical Milestone Dates or
the Scheduled Mechanical Completion Date specified in this
Contract.
9.1.1 Except for WORK directly related to the actual physical installation
of the FACILITIES, CONTRACTOR shall commence the WORK
promptly upon the Effective Date of this Contract. CONTRACTOR
shall request issuance of, and commence the remaining WORK
promptly upon the receipt of, a written "Notice to Proceed" from the
Company Representative, which notice shall, provided
CONTRACTOR has complied with all other contractual obligations,
be issued not later than the date specified in Schedule B.
CONTRACTOR shall prosecute WORK completion with diligence
and dispatch so that the Critical Milestone Dates and Scheduled
Mechanical Completion Date are met and Exception Items are
promptly completed or corrected.
9.2.1 CONTRACTOR shall, within five (5) days of the earlier of:
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(a) the estimate of the extent (if any) of the delay or potential
delay to the Critical Milestone Dates and/or the Scheduled
Mechanical Completion Date; and
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(e) All utility and electric power systems are fully operational; and
(f) The WORK Site is in a clean and safe condition, with all
surface and subsea construction debris, equipment, and
excess materials removed and adequate physical segregation
has been provided as SAUDI ARAMCO considers necessary
to ensure that SAUDI ARAMCOs WORK Permit and access
control standards for operational plant may be applied; and
9.4.2 Not less than thirty (30) days prior to the date CONTRACTOR
anticipates Mechanical Completion will be achieved,
CONTRACTOR shall notify Company Representative of the
anticipated date. When CONTRACTOR considers that Mechanical
Completion has been achieved, SAUDI ARAMCO will inspect the
FACILITIES as soon as practicable. If SAUDI ARAMCO considers
that the conditions precedent for Mechanical Completion in
Paragraph 9.4.1 have been achieved, SAUDI ARAMCO may issue
a Mechanical Completion Acceptance Notice (MCAN) to
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9.4.3 If the WORK is not in accord with this Contract, SAUDI ARAMCO
shall so notify CONTRACTOR, specifying the respects in which the
WORK is deficient, in which case CONTRACTOR shall promptly
remedy the deficiency at CONTRACTORs risk, cost and expense,
and this Paragraph 9.4.3 shall be repeated (as many times as is
necessary) until SAUDI ARAMCO has issued an MCAN to
CONTRACTOR unless SAUDI ARAMCO requires otherwise by
notice in writing to CONTRACTOR.
9.4.4 SAUDI ARAMCO may, at its sole discretion, issue any MCAN with a
list of Exception Items. Where SAUDI ARAMCO does issue an
MCAN with a list of Exception Items, CONTRACTOR shall promptly
remedy the Exception Items at its risk, cost and expense. Where
SAUDI ARAMCO has categorized any Exception Items as having to
be remedied prior to the commencement of certain WORK, the
Exception Items must be completed prior to the commencement of
such WORK.
SAUDI ARAMCO shall have the right to take possession of, and use for any
purpose, any part of the FACILITIES at any time prior to Mechanical
Completion after so notifying CONTRACTOR. Such taking possession or
use shall not be deemed to be SAUDI ARAMCO's acknowledgement of
Mechanical Completion and shall in no way limit or waive CONTRACTOR's
obligations. If such taking possession or use affects CONTRACTOR's costs
or the time required for completing the WORK, SAUDI ARAMCO will initiate
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10. CHANGES
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(b) The lump sum price of or the basis for determining any
increase in the compensation due CONTRACTOR or credit
due SAUDI ARAMCO as a result of the Change, if any.
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11.3.1 Notwithstanding any other terms of this Contract, including but not
limited to Schedule A Paragraph 16, if at any time during a one (1)
year period after:
(b) with respect to any Exception Items listed on the MCAN, the
date that CONTRACTOR completes or corrects such
Exception Items,
it is discovered that:
(d) any wear and tear or gradual deterioration of the kind specified
in Paragraph 11.3.2 below has occurred in respect of the
FACILITIES,
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12.1 Conflicts
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13. SUBCONTRACTS
13.1.1 Subcontracts for the performance of any portion of the WORK shall
be procured only after CONTRACTOR has received written
authorization from SAUDI ARAMCO that CONTRACTOR may
subcontract that portion of the WORK. If not accomplished prior to
the Effective Date of this Contract, then promptly thereafter,
CONTRACTOR shall prepare and submit to the Company
Representative for SAUDI ARAMCO's approval CONTRACTOR's
subcontracting plan specifically identifying those portions of the
WORK which CONTRACTOR proposes to subcontract. In
procuring subcontracts, CONTRACTOR shall select Subcontractors
solely on the basis of financial and technical considerations.
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14.1.2 when the Materials are delivered to the designated lay-down area
at the project WORK Site; and
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14.5 Encumbrances
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15.2 Notification
16.1.2 After Materials are delivered to the designated lay-down area of the
project WORK Site CONTRACTOR shall up to a limit of US$
250,000 (two hundred and fifty thousand) per occurrence (US$
1,000,000 (one million) per occurrence if the loss or damage occurs
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16.2.1 If prior to the end of the last extended warranty period, all or any
part of the FACILITIES or SAUDI ARAMCO Other Property are lost,
damaged or destroyed, SAUDI ARAMCO may direct
CONTRACTOR by Change Order to carry out any reconstruction,
repair or replacement WORK (including the removal of debris) and
CONTRACTOR shall promptly undertake the WORK so directed.
16.2.2 Notwithstanding any other term of this Contract, if the loss, damage
or destruction of the FACILITIES or SAUDI ARAMCO Other
Property is caused by a breach of CONTRACTORs obligations
under Paragraph 11.1 and/or Paragraph 11.3, CONTRACTOR shall
carry out the reconstruction, repair or replacement WORK at
CONTRACTORs sole cost and expense.
FACILITIES
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16.2.6 Upon the payment of any claim for which SAUDI ARAMCO is liable
hereunder, SAUDI ARAMCO shall be subrogated to all the rights
and remedies of CONTRACTOR arising out of such claim. The
word "occurrence" shall mean any one loss, disaster or casualty or
series of losses, disasters or casualties arising out of one event. In
respect of the perils of flood, earthquake or windstorm, one event
shall be construed to be all losses arising during a continuous
period of 72 hours.
SAUDI ARAMCO assumes liability for and shall indemnify and hold
CONTRACTOR harmless against loss of, damage to, or destruction of any
of the
FACILITIES,
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16.8.2 Paragraph 16.8.1 shall not apply in relation to, or otherwise limit or
affect:
CONTRACTOR shall indemnify SAUDI ARAMCO from any and all Claims
arising from or related to any criminal misappropriation or misapplication by
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17. INSURANCE
Onshore:
Offshore:
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17.5 Subcontracting
18.1.1 CONTRACTOR shall use its best efforts to prevent and take all
reasonable precautions to avoid pollution or contamination of the
land, air or water arising out of CONTRACTOR's or its
Subcontractors' performance of the WORK. Should there be a
discharge or escape of any appreciable quantity of Pollutants or
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18.1.2 CONTRACTOR assumes all liability for any and all expenses and
costs incurred in the control, removal, and restoration as per the
applicable Kingdom of Saudi Arabia laws and regulations of any
and all Pollutants contaminating the land, air or water and arising
out of CONTRACTOR's or CONTRACTOR Groups negligence or
misconduct. CONTRACTOR shall lend every reasonable
assistance to SAUDI ARAMCO in handling, controlling or cleaning
up such Pollutants.
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19.5 No Disclosure
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19.10 Confidentiality
The Manager
Contracting Department
Attention: Supervisor, Claims & Contract Control Unit
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in order to influence the award of this or any other Contract that has
been or may be awarded by SAUDI ARAMCO, or their terms,
performance, administration, extension or termination.
22.2.1 If, at any time SAUDI ARAMCO reasonably believes that due to the
progress of the WORK any Critical Milestone shall not be achieved
or that Mechanical Completion shall not be achieved by the
Scheduled Mechanical Completion Date, SAUDI ARAMCO may in
its discretion require CONTRACTOR to prepare and provide it with
a corrective action plan whereby CONTRACTOR details, to the
satisfaction of SAUDI ARAMCO, how it intends to complete the
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22.2.2 CONTRACTOR shall promptly (and in any event within ten (10)
days from receipt of SAUDI ARAMCOs notice requiring a corrective
action plan) prepare and submit a corrective action plan to SAUDI
ARAMCO (addressing, where appropriate, why the delay occurred;
the proposed corrective actions, which shall be documented and
recorded in detail; and a progress forecast based on implementing
the proposed corrective actions), for SAUDI ARAMCOs review and
Approval;
22.2.4 the process in Paragraph 22.2.3 above shall be repeated (as many
times as is necessary) until SAUDI ARAMCO has approved a
corrective action plan that has been so amended and resubmitted
by CONTRACTOR (the plan once approved by SAUDI ARAMCO
shall be the Corrective Action Plan);
22.2.5 CONTRACTOR shall implement, at its risk, cost and expense and
without any additional compensation, the measures set out in the
Corrective Action Plan in accordance with that Corrective Action
Plan and otherwise in accordance with Good Engineering Practice;
and
22.3.2 prevent the relevant portions of the WORK being delayed beyond
the Critical Milestone Dates and/or Mechanical Completion being
delayed beyond the Scheduled Mechanical Completion Date;
and/or
23.1.1 Are incurred for the purpose of safeguarding the WORK and
materials and equipment in transit to or at the WORK Site;
24.2.3 An amount equal to ten percent (10%) of the sum of the amounts
due under Paragraphs 24.2.1 and 24.2.2.
Schedule C.
26.1 Termination
28.2.1 The term "force majeure" shall mean any of the following acts,
events, circumstances which renders a Party or its subcontractor
unable to perform its obligations and the cause of which and the
inability to perform is not caused by any act or omission of the Party
asserting force majeure pursuant to Paragraph 26.1: War, hostilities
(whether or not war has been declared), civil commotion, riot,
insurrection, public demonstration, sabotage, acts of vandalism,
fire, flood, earthquake, deadly epidemic, explosion, aircraft crashes
or things falling from aircraft, release of ionizing radiation or
contamination by radioactivity, blockades, any strike, lock-out or
other industrial trade dispute (not involving solely the employees of
the Party claiming force majeure or its subcontractor(s)).
28.2.2 The following are specifically excluded as force majeure and shall
not constitute a basis for claims for WORK Schedule extensions or
costs, or both, under this Contract:
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31.2 No Waiver
31.2.1 No benefit or right accruing to either Party under this Contract shall
be waived unless the waiver is reduced to writing and signed by
both parties to this Contract. The waiver, in one instance, of any
act, condition or requirement stipulated in this Contract shall not
constitute a continuing waiver or a waiver of any other act,
condition or requirement or a waiver of the same act, condition or
requirement in other instances, unless specifically so stated.
31.2.2 Failure of any Party to exercise any of its rights under this Contract
shall in no way constitute a waiver of those rights, nor shall such
failure excuse the other Party from any of its obligations under this
Contract. Neither SAUDI ARAMCO's exercise of any of its rights of
review, inspection or testing, nor CONTRACTOR's submission or
updating, or SAUDI ARAMCO's review, revision, certification,
acceptance or approval, of documents prepared by
CONTRACTOR, shall have the effect of amending, modifying, or
limiting in any way the CONTRACTOR's obligations under this
Contract, nor the effect of acknowledging or warranting that the
designs, plans, or WORK Schedules contained in such documents
are feasible or achievable.
This Contract shall not be deemed for the benefit of any third
party nor shall it give any person not a Party to this Contract any
right to enforce its provisions.
31.5 Survival
law and arbitration) shall survive its termination, but not its final
settlement.
31.8 No Release
31.11 Interpretation
31.13 Invalidity
CONTRACTOR shall, unless otherwise expressly stated, carry out all of its
obligations under this Contract at its own cost and expense.
END OF SCHEDULE A
A-77
MP-LSTK / MP-IK-LSTK / MP-IK-LSPB 04/89
Revised 08/15