this document consist of the following:. forms/qp-09 man… · web viewof final zakat...

P.O Box # 2474, Al-Khobar 31952Kingdom of Saudi Arabia

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Al Hamdan Consulting Office Doc. No. FM:PC:23

Rev. 0CONDITION OF CONTRACT Date: July 30, 2011

CONDITION OF CONTRACT

This Contract is entered into in , Kingdom of Saudi Arabia as of __________________________________________________

ON THE ONE HAND

., a limited company, organized under the laws of the Kingdom of Saudi Arabia (the “Company)

AND ON THE OTHER

__________________________________________________________________________________________________________________________________________________________________

Whereas,

The company wishes to have certain works carried out namely the construction of a , Kingdom of Saudi Arabia on the terms and condition below mentioned.

And

The contractor has indicated his willingness to carry out such works on such terms and conditions by submitting a bid to the company to carry out such works.

Now therefore, the parties hereby agree as follows:

1.00 Definition

In this contract words and expressions shall have the same meanings as are respectively assigned to them in the General Terms and Conditions herein after referred to.

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2.00 WORK TO BE PERFORMED:

Except as otherwise provided for in the Contract, the Contractor shall furnish all services, equipment and materials and shall perform all operations necessary and required to satisfactorilyCarry out and perform in accordance with the requirements of the Royal Commission /SEC/PTT/MARAFIQ and the terms and conditions of this Contract the following work, as herein after more fully defined. a. Perform Site Engineering. Procurement and construction of the new,

including but not limited to, any engineering/tests required in addition to that provided by company, procurement, and installation of all materials, and equipment as necessary and incidental to construct and handover the development works together with the commissioning testing and initial operation of the installed equipment and ancillaries and duly accepted by Royal Commission/SEC/PTT/MARAFIQ.

b. The company shall provide the contractor with Royal Commission approved drawings and specifications which illustrate the construction of the works.

3.00 DOCUMENTS INCORPORATED:

The following attachments are by this reference incorporated herein and made a part of this Contract:Section (3) – Form of ContractSection (4) – General Terms and Conditions Section (5) – Special ConditionSection (6) – Price and Payments ProvisionSection (7) – Scope of WorkSection (8) - DrawingsSection (9) – Specifications for Materials & ExecutionSection (10) – Bills of Quantities

In case of conflict between any of the above documents the order of precedence shall be as the numbered above sequence.

Except as otherwise specifically provided herein, no other documents shall be part of this Contract.

4.00 PERIOD PERFORMANCE :

The Contractor shall perform and Complete work under this Contract between the date of notice to proceed and a period of ------ months

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5.00 COMPENSATION:

Except as otherwise provided in this Contract, the Client shall pay to the Contractor as full consideration for the satisfactory performance by the Contractor of this Contract, the following compensation in accordance with the prices and payment provisions set forth in Attachment “C” provision of this contract:

Appendix :The attachment appendix “B” must be complete and forms part of this document.

6.00 NOTICES:

All formal notices required or permitted under this Contract shall be considered as duly given if in writing and hand delivered or sent by registered mail to Client or Consultant at their office address as set forth below, or to such other address as may be designated by formal notice given as herein required. Formal notices may, however, be given initially by telefax, telegram or cable provided that confirmation of such notice is received in compliance with the foregoing provision within fifteen (15) days of the date of the initial notice. All notices shall be effective upon first receipt.

THE COMPANY :

ATTENTION OF:

COPY TO : AL HAMDAN CONSULTING OFFICE P.O. BOX: 2474 ALKHOBAR 31952 KINGDOM OF SAUDI ARABIA.

THE CONTRACTOR:

ATTENTION :

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7.00 LANGUAGE OF CONTRACT :

An English version of this Contract has been executed in duplicate. Attachment “A” through “G” of the contract are in the English Language only. In the event of dispute concerning the intent of this contract English version of the text, where existing, will be applied in interpreting the objective meaning. One original of the Contract will be retained by the Client and the other by the Consultant.

8.0 GOVERNING LAW

The contract shall be governed by and interpreted under the Laws of the Kingdom of Saudi Arabia.

IN WITNESS WHEREOF, the Parties hereto have executed this Contract on the day and year first written above.

_________________________________

________________________________ _______________________________BY :______________________________ BY :_____________________________TITLE:___________________________ TITLE:___________________________

CONTRACT DETAILSAPPENDIX “B”

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1. Date of Notice to Proceed

___________________________________

2. Date of Overall Completion 8 months

3. Bond/Guarantee Securitiesa. Performance 10% of Contract Valueb. Advance Payment Guarantee 5%

4. Warranty Period: 12 Months

5. Retentiona. Value of work Executed 5%b. Release of Final Retention

at the end of warranty period/ 2.5%Final Acceptance/Receiptof Final Zakat Certificate

6. Insurance As per B5 & B6

7. Time within which payment mustBe made after receipt of approved 30 DaysInvoice.

8. Limit of Retention. 10% of Contract Value

9. Liquidated Damages for Delay Liquidated damages shall be

Deducted at the rate of two percent(2%) per week or part of weekafter the schedule contractcompletion date.

________________________________ _______________________________BY :______________________________

BY :_____________________________

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TITLE:___________________________ TITLE:___________________________

ADVANCE PAYMENT UNDERTAKING

In view of the Contract which will be concluded between . and the . and in accordance with the conditions of the said contract, the content of which we hereby declare to have noted. We the undersigned responsible officials and representative of CONTRACTOR. Having taken receipt of an Advance Payment of SR._________________________________________, hereby agree to the deduction of Five percent (5%) from the monthly invoices until the owner has accumulated sums equivalent to the amount here above mentioned.

Should any dispute or conflict arise which cannot be amicably resolved, we agree to pay in full (or any subsequent part remaining) in cash on the owners first demand in the manner ordered, this amount without any person having the right to object, suspend or delay payment for any reason whatsoever.

This undertaking shall remain in force for the period stipulated ie. Until full reimbursement has been collected.

For and behalf of

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ATTACHMENT “A”

GENERAL TERMS AND CONDITIONS

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ATTACHMENT “A”


ARTICLE DESCRIPTION GC-1 DEFINITIONS & INTERPRETATIONS

GC-2 REPRESENTATIONS & WARRANTIES

GC-3 INDEPENDENT CONTRACTOR

GC-4 LAWS AND REGULATIONS GC-5 IMPORT AND CUSTOMS LAWS

GC-6 PERMITS GC-7 CONFIDENTIALITY GC-8 LIABILITY, INDEMNITY AND RELEASE GC-9 DESCRIPTION OF CONTRACT

GC-10 CONTRACT INTERPRETATION AND DISPUTES

GC-11 CONTRACT DOCUMENTS

GC-12 CONTRACTOR'S ORGANISATION AND KEY PERSONNEL GC-13 AUTHORISED REPRESENTATIVE GC-14 ENGINEERING AND DESIGN RESPONSIBILITIES OF CONTRACTOR GC-15 CONTRACTOR PREPARED PLANS, SPECIFICATIONS AND

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DRAWINGS GC-16 LOCAL CONDITIONS

GC-17 DELETED GC-18 WORK AREA AND ACCESS

GC-19 PROTECTION OF PROPERTY

GC-20 TITLE TO MATERIALS FOUND

GC-21 MOBILISATION AND DEMOBILISATION

GC-22 LABOUR AND PERSONNEL GC-23 SUPPLY AND PROCUREMENT RESPONSIBILITIES OF CONTRACTOR GC-24 SAUDI ARABIAN GOOD AND SERVICES

GC-25 ASSIGNMENT OF THE CONTRACT, SUBCONTRACTS AND

PURCHASE ORDERS GC-26 EXPEDITING GC-27 SAMPLES AND CERTIFICATES

GC-28 SHIPPING -DELETED GC-29 DELIVERY, UNLOADING AND STORAGE

GC-30 OWNERSHIP OF EQUIPMENT AND MATERIALS GC-31 RESPONSIBILITY FOR THE WORKS GC-32 INSPECTION AND TESTING

GC-33 WITNESSING AND ADDITIONAL TESTING

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GC-34 CONTRACTOR'S CONSTRUCTION RESPONSIBILITIES AND CONSTRUCTION PLANT

GC-35 LINES AND GRADES GC-36 SAFETY GC-37 SECURITY GC-38 FIRST AID FACILITIES

GC-39 FIRE PREVENTION GC-40 WORK SITE SANITATION GC-41 POLLUTION

GC-42 ILLUMINATION GC-43 COMMERCIAL ACTIVITIES GC-44 COOPERATION WITH OTHERS GC-45 TAXES AND ASSESSMENTS GC-46 ACCOUNTING AND AUDITS GC-47 CHANGES AND EXTRA WORK GC-48 DELAYS AND EXTENSION OF TIME GC-49 SUSPENSION GC-50 TERMINATION FOR DEFAULT GC-51 TERMINATION FOR CONVENIENCE OF THE COMPANY GC-52 USE OF COMPLETED PORTIONS OF THE PERMANENT WORK. GC-53 CLEANING UP AND REMOVAL OF PERSONNEL GC-54 INITIAL AND FINAL ACCEPTANCE GC-55 WARRANTY GC-56 PERFORMANCE SECURITY GC-57 DOCUMENTS, DATA AND PROPRIETARY INFORMATION GC-58 LANGUAGE GC-59 STANDARDS AND CODES GC-60 METRIC SYSTEM

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GC-61 INFORMATION FURNISHED BY THE COMPANY GC-62 ENTIRE CONTRACT AND APPROVALS GC-63 WAIVER GC-64 GOVERNING LAW GC-65 BRIBERY AND CORRUPTION

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GC-1 DEFINITION AND INTERPRETATION 1.1 In the Contract the following expressions shall have the following

meanings save where the context otherwise requires:

"Contract" includes the Form of Contract, the Contract Schedule and the following attachments thereto:

Section (3) – Form of ContractSection (4) – General Terms and Conditions Section (5) – Special ConditionSection (6) – Price and Payments ProvisionSection (7) – Scope of WorkSection (8) - DrawingsSection (9) – Specifications for Materials & ExecutionSection (10) – Bills of Quantities

In case of conflict between any of the above documents the order of precedence shall be as the numbered above sequence.

Except as otherwise specifically provided herein, no other documents shall be part of this Contract.

“Bills of Quantities" means the document as completed by the Contractor attached hereto as Attachment ''G''

"Change" means substitutions, additions or deletions in the Work within the scope of the Contract.

"Change Order" means written instruction directing a change or extra work issued by the Company.

"Construction Plant" means all materials, supplies, plant, machinery, equipment, tools, buildings and structures, including warehouses, offices, camps, garages, shops, scaffolding, temporary roads, parking and work areas and all other items consumed or used or intended to be consumed or used in the performance of the Work but not built into nor forming part of the Permanent Works.

"Contract Price" The Total compensation to be paid to the Contractor in accordance with the terms of this Contract.

"Contract Schedule" means the approved, updated work schedule

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in effect at any given time as more fully described in the Special Conditions under the heading "Contract Schedule".

“Drawing” means the drawings attached hereto as Attachment ''E'' “Extra Work” means work outside the scope of the contract.

"Work" means all the site engineering procurement and construction services and all other activities and responsibilities to be performed by the Contractor as specified, stated, indicated or implied in the Contract including but not limited to the furnishing and supervision of all labour and personnel and the procurement and supply of all equipment, materials and supplies necessary or required to perform the Contract.

"Work Site" means the location or locations in the Saudi Arabia where the Work is to be performed or which are to be used in the construction of the work.

1.2 In the Contract words also include the plural context requires. Imparting the singular only and vice versa where the

“Final Acceptance” and “Certificate of Final Acceptance” means respectively acceptance of the work pursuant to clause GC-54 and the certificate to that effect issued by the Company pursuant to clause GC-54.

“Final Warranty Period” is the warranty period the final completed site development works.

“General Terms and Conditions” means this Attachment “A” which shall be read and construed in conjunction with and as amended or supplemented by the Special Conditions.

“Initial Acceptance”, “Notice of Initial Acceptance “ and Certificate of Initial Acceptance” mean respectively initial acceptance of the whole or any part of the work pursuant to Clause GC-54 and any notice or certificate to that effect issued by the company pursuant to Clause GC-54.

“Instruction to Bidders” means the instructions to bidders issued to the Contractor together with all additions and amendments thereto duly issued.

“Notice to Proceed” means a notice issued by the company to the Contractor under Clause SC-3.

“Performance Period” means the period of eight and half (8 ½) moths following the expiry of [7] days from the date of issue by the Company to the Contractor of Notice to Proceed.

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“Performance Security” means the performance security/guarantee in the form specified in the Instruction to Bidders.

“Permanent Works” means that portion of the work including all works of a permanent nature for which the contractor’s services are engaged hereunder and as more particularly set forth in the Scope of Work, Specification for materials and Execution and Drawings.

“Price and Payment Provisions” means the document attached hereto as Attachment “C”

“Project” means the construction of complete ------------------------------Kingdom of Saudi Arabia.

“Proposal” means the bid for the project submitted by the Contractor.

“Royal Commission” means the Royal Commission Jubail and Yanbu, Kingdom of Saudi Arabia.

“Royal Commission Final Acceptance” means the notice of Final Acceptance and turnover duly issued by Royal Commission.

“Scope of Work” means the document attached hereto as Attachment “F” .

GC-2 REPRESENTATIONS AND WARRANTIES

2.1 The Contractor hereby represents to the Company that as specified in its Proposal, it has made the necessary commitment to perform the Contract Satisfactorily in all respects, that it possesses the necessary professional capabilities, qualifications, licenses, skilled personnel, experience, expertise and financial resources and that it has available or will make available the necessary equipment, materials, tools, facilities and services to perform the Work in an efficient, workmanlike and timely manner in accordance with the terms and conditions of the Contract.

2.2 The Contractor hereby warrants to the Company:

(a) that all site engineering performed under the Contract shall be carried out in accordance with the sound engineering practice, all applicable codes and regulations and the provisions of the Contract;

(b) that in the performance of the Work the Contractor shall observe and exercise the professional standards of skill, care and diligence adhered to by first class international engineering contractors

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performing work of a similar nature to the Work;

(c) that unless otherwise expressly provided in the Contract to the contrary all materials and equipment incorporated in the Permanent Works shall be new and shall conform to the specifications, drawings, samples and other descriptions set forth in the Contract and as submitted by the Contractor and duly approved by the Company/Royal Commission; and

(d) that all workmanship shall be in strict accordance with the provisions of the Contract and with sound construction and engineering practice.

2.3 The Contractor warrants each and every portion of the Permanent Works against defects in site engineering, materials, equipment and workmanship furnished or performed under the Contract for the period of 12 months from and after the date of issuing the notice of Initial Acceptance & Turnover issued by the Royal Commission or the effective date of termination by the Company, whichever is applicable, regardless of whether the same were furnished or performed by Contractor or by its vendors or subcontractors of any tier.

2.4 Upon receipt of written notice from the Company/Royal Commission of any breach of any of the foregoing warranties the Contractor shall at his own cost and expense rework, including all necessary redesign, repair or replace the affected item or part of ` the Permanent Works at a time acceptable to the Company and in such manner as to ensure conformance of the affected item or part of the Permanent Works with the requirements of the Contract. The Company/Royal Commission shall have the sole discretion to determine whether the Contractor shall rework, repair or replace the affected item or part and shall notify the Contractor accordingly. The Contractor shall perform such tests as the Company may require to verify that such rework, repair or replacement complies with the requirements of the Contract. The Contractor hereby warrants such reworked repaired or replaced item or part of the Permanent Works against defects in design, engineering, materials, equipment and workmanship for a further period equivalent to the Warranty Period from and after the date of completion and acceptance of such rework, repair or replacement. All costs and expenses incurred in respect of or incidental to such rework, repair or replacement including without limitation the removal, replacement and re-installation of equipment and materials necessary to gain access and all other costs incurred as a result of such breach of warranty shall be borne by the Contractor. Should the Contractor fail promptly to rectify any breach of warranty following receipt of the Company's written notice the Company may cause the necessary rework, repair or replacement to be carried out

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at the expense of the Contractor.

2.5 The above mentioned warranties are not intended as a limitation but are in addition to all other express warranties, guarantees, rights and remedies provided in or arising out of the Contract or otherwise. The Contractor, its guarantors and its surety or sureties if applicable shall be liable for the satisfaction and full performance of all such warranties and guarantees.

GC-3 INDEPENDENT CONTRACTOR

3.1 In performing the Work the Contractor shall act as an independent Contractor and not as an agent of the Company and shall maintain complete control over its employees, representatives and subcontractors of all tiers. All persons employed by Contractor in connection with the Work shall be its employees and not employees of the Company and nothing contained in the Contract or any subcontract awarded by Contractor shall create any contractual relationship between any such subcontractor and the Company. Contractor shall perform the Work in compliance with its own methods subject to compliance with the provisions of the Contract.

3.2 If Contractor is a partnership, joint venture or consortium then for the purposes of the Contract the members of such partnership, joint venture or consortium shall be jointly and severally liable hereunder to the Company notwithstanding any contract between themselves to the contrary.

The composition of the partnership joint venture or consortium shall not be altered without the prior written consent of the Company.

GC-4 LAWS AND REGULATIONS

4.1 In the performance of the Contract, the Contractor and its employees and representative shall at all times comply with all laws, decrees, decisions, ordinances, statutes, regulations, rules and traditions and customs of the Kingdom of Saudi Arabia or any political subdivision or public authority thereof including without limitation tax tariff, labour, safety, security and social security laws and regulations. In addition the Contractor and its employees and representatives shall comply with all personnel rules, plant rules and other rules and instructions of the Company and the Royal Commission and shall perform the Work in such a manner as to avoid endangering the safety or unlawfully interfering with the convenience of the public.

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4.2 If any discrepancy or inconsistency should be discovered between the Contract and any such law, decision, ordinance, regulations, order or decree the Contractor shall immediately report the same in writing to the Company which will issue such further instructions as may be necessary.

GC-5 IMPORT AND CUSTOM LAWS

In connection with the performance of the Contract, the Contractor acknowledges that the import and customs laws and regulations of the Kingdom of Saudi Arabia shall apply to the furnishing and shipment of any product or components thereof to the Kingdom of Saudi Arabia.

The Contractor specifically acknowledges that the aforementioned import and customs laws and regulations of the Kingdom of Saudi Arabia prohibit the importation into the Kingdom of Saudi Arabia of products or components thereof:

(a) originating in Israel

(b) manufactured, produced or furnished by companies organized under the law of Israel, or

(c) manufactured, produced or furnished by nationals or residents of Israel.

The Company, in its general power, reserves the exclusive right to make the final unilateral selection of any proposed carriers or insurers or suppliers of services to be performed within the Kingdom of Saudi Arabia, or of specific goods to be imported in accordance with the terms and conditions of this Contract.

Any loss or delay caused by a carrier, insurer or supplier shall not relieve the Contractor from its obligation under the Contract.

GC-6 PERMITS:

Except as otherwise provided herein, the Contractor shall procure and pay for all permits, authorizations, registrations and inspections and shall furnish any bonds, security or deposits required to perform the Work. In addition, the Contractor shall at its expense, assist the Company in obtaining any permits or authorizations necessary for the performance or implementation of the Work which must formally be issued in the name of the Company.

GC-7 CONFIDENTIALITY

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7.1 The Contractor shall not without the prior written consent of the Company disclose or make available to any person other than the Company or use directly or indirectly except for the performance and implementation of the Work any Confidential Information (as hereinafter defined) acquired in connection with the performance of the Contract unless:

(i) the Confidential Information is known to the Contractor (as evidenced by its written records) prior to obtaining the same from the Company and is not otherwise subject to disclosure restrictions on the Contractor;

(ii) the Confidential Information was in the public domain prior to the time of disclosure by the Contractor; or

(iii) the Confidential Information is disclosed to the Contractor by a third party who did not receive the same directly or indirectly from the Company and who has no obligation of secrecy with respect thereto.

7.2 As used herein the term "Confidential Information" means any information written or oral concerning the Company, the Company's business or the Project relating to or consisting of processes, techniques, procedures, designs, drawings, plans, diagrams, specifications, computer programs, systems, know-how, trade secrets and other technical data, project information, policies and agreements including the Contract.

7.3 The Contractor further agrees that it shall not make any announcements or release any information or photographs concerning the Contract, the Company's business or the Project or any part thereof to any member of the public or the media or any official body unless prior written consent is obtained from the Company.

7.4 The Contractor shall take all steps which may be necessary or appropriate in order that its employees and all subcontractors, vendors and consultants adhere to the provisions of this clause. Appropriate clauses to carry out the purpose and intent hereof shall be included in all subcontracts, purchase orders and consultancy agreements entered into by Contractor pursuant to the performance of the Contract. Notwithstanding Contractor taking such steps and including such clauses as required hereunder the Contractor shall remain liable hereunder for any failure or refusal of its subcontractors, vendors or consultants to comply with the intent of this clause.

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GC-8 LIABILITY, INDEMNITY AND RELEASE

The Contractor shall be liable for and shall indemnity, defend, hold harmless and release the Company, the Royal Commission and their authorized representative and each of them and all of their employees, officers, directors and representatives from and against any all losses, cost and expenses in respect of injuries or damage to any person or property, suits, actions legal or administrative proceedings, claims, demands, damages, liabilities, interest, attorney’s fees, cost and expenses of whatsoever kind or nature, whether arising before or after completion of the work, which are in any manner directly or indirectly caused, occasioned or contributed to in whole or in part by reason of any failure, or alleged failure to comply with the provision of the Contract, any inaccuracy in the representation of the Contractor hereunder or prior to the date hereof, any breach of the warranties of the Contractor hereunder or any act, omission, strict liability, fault or negligence whether active or passive of Contractor or of anyone acting under its direction, control or on its behalf in connection with or arising out of the performance of the Contract, whether or not caused in part by a party indemnified, held harmless or released here under. Without limiting the generality of the foregoing, the same shall include injury to or death of any person or person damage to any property, regardless of where located including without limitation the property of the Company, the Royal Commission, their authorized representative, Contractor, Contractor employees and all other persons. Contractor’s aforesaid indemnity, hold harmless and release obligations and direct liability to the Royal Commission and the Company shall not be applicable with respect to any losses caused by the sole willful misconduct of a party indemnified, held harmless or released hereunder except to the extent that Contractor shall have had the opportunity to prevent or reduce such losses and shall have willfully failed to do so.

GC-9 DESCRIPTION OF CONTRACT

This contract is for the Construction of-------------, and associated site works at ----------------------------in accordance with the contract Drawings, Specifications, Scope of Works and Royal Commission requirements.

GC-10 CONTRACT INTERPRETATION AND DISPUTES

10.1 All claims of the Contractor, all questions of the Contractor concerning interpretation or clarification of the Contract or the acceptable

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performance of the Contract and all questions of the Contractor as to compensation and extension of time shall be submitted in writing to the Company within the appropriate period specified in the Contract or, if no period is so specified, within a reasonable period after such claim or question has arisen, for clarification by the Company.

10.2 The Company shall respond in writing within a reasonable period of time and all determinations, instructions and clarifications of the company shall be final unless the Contractor files with the Company within fourteen (14) days after the Contractor receives from the Company written notice of any such determination, instruction or clarification, a written protest stating clearly and in detail the basis thereof. Within a reasonable period of time the Company will issue a decision in writing on each such protest. The Contractor's failure to file such protest within such fourteen (14) days period shall constitute a waiver by the Contractor of all of its rights of further protest to the Company or otherwise.

10.3 The Company's decision on any such protest shall be final unless within sixty (60) days after the Contractor receives from the Company written notice thereof the Contractor disputes such decision by sending written notice to the Company. If the Contractor disputes such decision as aforesaid or if the Company has an unresolved claim against the Contractor the parties together shall make a good faith effort to resolve such dispute or claim by whatever means they deem appropriate including conciliation and seeking the assistance of technical, accounting and other experts.

10.4 Any dispute or claim which the parties are unable to resolve within a reasonable time after such efforts may be referred by either party to the Grievance Board of the Kingdom of Saudi Arabia for final determination and the Contractor hereby consents and agrees to the said Grievance Board having exclusive jurisdiction to settle liability under any such dispute or claim.

10.5 Notwithstanding any such protest, dispute, claim, resolution effort or Grievance Board proceedings relating directly or indirectly to the Contract the Contractor shall at all times proceed with the due and diligent performance of the Contract in accordance with the determinations, instructions and clarifications of the Company.

GC-11 CONTRACT DOCUMENTS:

Except as otherwise provided herein, the provisions of Section# 3, Section# 4 and Section# 5 hereof shall prevail over those of any other document forming

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part of the Contract. In the event of discrepancies or conflicts between Section3, Section 4 and Section 5, the provision of Section 5 shall govern over those in Section 3 and Section 4, and the provisions of Section 4 shall govern over those in Section 3. Subject to the foregoing, the several documents forming the Contract are intended to be correlative and mutually explanatory, and any Work required in one document and not mentioned in another shall be performed to the same extent and purpose as though required by all. The misplacement, addition or omission of a word or character shall not change the intent of any part of the Contract from that set forth by the Contract as a whole. The Contractor shall be solely responsible for requesting any interpretation or clarification of the Contract and shall bear at its own expense any costs and expenses arising from its failure to do so.

If the Contractor discovers any conflicts, ambiguities, errors, omissions or discrepancies among the various Contract documents, the matter shall be submitted immediately by the Contractor in writing to the Company for clarification. Any work affected by such conflicts, ambiguities, errors, omissions or discrepancies which is performed by Contractor subsequent to discovery but prior to clarification by the Company shall be at Contractor's risk.

GC-12 CONTRACTOR'S ORGANISATION AND KEY PERSONNEL:

As required by the Company, the Contractor shall submit for the Company's approval an organization chart showing the proposed organization to be committed by the Contractor to the performance of the Work, including (i) lines of authority, responsibility and communication, (ii) division of responsibilities between the Contractor's Work Site and off- site organizations, (iii) names, titles and functions of all supervisory and other key personnel, and (iv) the total number of non-manual personnel. In addition, if required by the Company, the Contractor shall submit a detailed resume (and originals or copies of supporting documentation which may be subsequently requested by the Company) of the professional qualifications of each person proposed to occupy a position deemed by the Company to be significant within the organization structure. Upon the approval of such organization chart and proposed personnel by the Company, no changes shall be made without the Company's prior written approval. The Contractor's key personnel assigned to the performance of the Work shall not be reassigned without the Company's prior written approval and until a satisfactory replacement has been approved by the Company.

Before commencing work hereunder, the Contractor shall appoint a competent, English-speaking project manager acceptable to the Company to represent and act for the Contractor at all times during the performance of the Work and shall inform the Company in writing of his address and telephone number and of the scope of his authority and of any and all limitations of such

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authority. Upon the Company's approval of such project manager, no change shall be made without the Company's prior written consent. Such project manager shall have overall responsibility for the Work, whether performed in the Contractor's home or branch offices, at the Work Site or elsewhere, and shall be present at the Work Site during such periods as the Company may designate. The Contractor shall also appoint a competent, English-speaking construction manager acceptable to the Company to be present at the Work Site at all times when construction is in progress and to represent and act with full authority for the Contractor at the work Site in the absence of the Contractor's project manager. All notices, determinations, instructions and other communications given to such project manager or construction manager by the company shall be binding upon the Contractor.

GC-13 AUTHORISED REPRESENTATIVE:

The Company may designate by written notice to the Contractor or by provision elsewhere in the Contract one or more persons, firms or corporations to act as its authorized representative in connection with the administration of the Contract. Except as otherwise provided in such written notice or elsewhere herein, such authorized representative shall have the authority to act for the Company with respect to the performance of the Contract by the Contractor with the objective of achieving full compliance by the Contractor with the terms and provisions of the Contract. The Contractor shall accept and comply with instructions from such authorized representative as though such instructions had been given by the Company, and the Contractor shall deal directly with such authorized representative in all matters arising under the Contract, including but not limited to matters involving Contract interpretation, disputes and submission for the Company's approval.

GC-14 ENGINEERING AND DESIGN RESPONSIBILITIES OF CONTRACTORS:

The Company has furnished the Contractor, as part of the Contract, the drawings, specifications and other data and information necessary for the Contractor to construct the Permanent Works, but should the Contractor or the Company consider further drawings or other data are required the Contractor must supply them at his own expense. The Contractor shall verify and check all such data and shall promptly notify the Company of any errors, omissions or discrepancies, in such drawings and specifications, and other data and information, or the mis-description of Work which is necessary to carry out the intent thereof, or which is customarily performed, shall not relieve the Contractor form performing such omitted or mis-described Work, but such Work shall be performed by the Contractor as if fully and correctly set forth and described therein. The Contractor shall obtain approval from the Company for any deviation from such drawings and specifications, data and information prior to incorporating such deviation into the final design.

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GC-15 CONTRACTOR PREPARED SHOP DRAWINGS:

All shop drawings, and engineering data required by the Contractor's construction technique/system or materials shall be prepared by the Contractor at his own expense. Any drawings, specifications, or other data prepared by the Contractor shall be of equal quality as contained in the Company's and specifications and shall conform to all requirements of the Royal Commission to obtain necessary permits. All specifications and drawings prepared by the Contractor hereunder shall be available for review by the Company at all reasonable times during development and promptly upon completion. All such specifications and drawings required to be submitted by the Contractor for the approval of the Company/Royal Commission shall be prepared and processed in accordance with the requirements and specifications set forth herein. The Company's/Royal Commission approval of specifications and drawings submitted by the Contractor shall not relieve the Contractor of its responsibility for the correctness thereof or of its obligation to meet all the specifications and requirements of the Contract. The Contractor shall not modify or deviate from specifications and drawings approved by the Company without the Company's prior approval of such modification or deviation. The Contractor shall maintain at the Work Site, at all times when construction is in progress, a complete copy of all specifications and drawings kept current with all changes and modifications. The Contractor shall grant the Company free access thereto at all reasonable times for purposes of inspection and review.

GC-16 LOCAL CONDITIONS:

The Contractor shall have the sole responsibility for, and has investigated and satisfied itself concerning, the nature and location of all places where the Work shall be performed and the general and local conditions in the Kingdom of Saudi Arabia, and particularly, but without limitation, with respect to the following: those affecting shipping and transportation, port facilities, port congestion, access, disposal, handling and storage of materials, availability and quality of labour, water and electric power, availability and condition of roads, climatic conditions and seasons, physical conditions, topography and ground surface conditions, subsurface geology and nature and quantity of surface and subsurface conditions to be encountered, equipment and facilities needed preliminary to and during performance of the Contract, local laws, regulations and customs, and all other matters which can in any way affect performance. The failure of the Contractor to acquaint itself with any applicable condition will not relieve it from the responsibility for properly estimating either the difficulties or the cost of successfully performing the Work.

Where the Company has made investigations of conditions in areas where the

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Work is to be performed and where the records thereof are not included as a part of the Contract, the Company may make available such records solely for the purpose of general information and for the convenience of the Contractor. The Company assumes no responsibility whatsoever in respect to the sufficiency or accuracy of the investigations thus made, the records thereof, or of the interpretations set forth therein or made by the Company in its use thereof, and there is no warranty or guarantee, either express or implied, that the conditions indicated by such investigations or records thereof are representative of those existing throughout such areas, or any part thereof, or that unforeseen developments may not occur, or that materials other than or in amounts different from those indicated may not be encountered.

GC-17 DELETED.

GC-18 WORK AREA AND ACCESS:

Upon execution of the Contract or within the time elsewhere provided herein, the Company shall assist the Contractor in obtaining the work site from the Royal Commission. All Contractor's work areas at the Work Site will be assigned by the Company and the Contractor shall confine its Construction Plant to the areas so assigned. Should the Contractor find it necessary or advantageous to use any additional land outside the Work Site for any purpose whatever, the Contractor shall, at its own expense, provide and make its own arrangements for the use of such additional land. The Royal Commission and the Company shall at all reasonable times, for the purpose of determining compliance with the requirements of the Contract, have access to such work areas and premises used by the Contractor .

GC-19 PROTECTION OF PROPERTY:

The Contractor shall so perform the Work in the Kingdom of Saudi Arabia as not to close, obstruct or interfere with any utility installation (such as, but not limited to, gas, oil, water or sewage pipeline, telephone or power cable wire or duct), highway, road, structure or other facility whether temporary or permanent, above or below ground, without the written permission of the appropriate national utility company or other authority of the Kingdom of Saudi Arabia and without prior notice to the Royal Commission and/or the Company. If the Contractor in the performance of the Work closes, obstructs, interferes with or damages any such utility installation, highway, road, structure or facility, it shall immediately notify such authority, the Company and the Royal Commission and shall provide, at its own expense, temporary lights, barriers, signals, watchmen and detours and take any other measures required for the safety of persons and property. Unless the appropriate authority, the Company or the Royal Commission otherwise directs, the Contractor shall not, except to the extent necessary to prevent immediate danger to life or property, perform any repair to or restore any such utility

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installation, highway, road structure or facility. In the event the appropriate authority, the Company or the Royal Commission requires the Contractor to perform the repairs or restoration, or any part thereof, as set forth in a written notice to the Contractor. The Contractor shall perform the repairs and restoration in accordance with, and to the extent required, by such written notice. The Contractor shall bear all costs incurred by the Contractor, the appropriate authority, the Company or the Royal Commission in connection with the repair or restoration of any such utility by any such closure, obstruction, interference or damage whether caused by the Contractor knowingly or accidentally.

Unless otherwise specifically provided for in this Contract, the Contractor shall not enter upon lands in their nature state without the Royal Commission's and the Company's prior written approval. The Contractor shall preserve and protect all cultivated and planted areas, and all natural vegetation such as trees, plants, shrubs and grass. The Contractor shall be responsible for damage to any such areas or vegetation including, without limitation, damage arising from the operation of Construction Plant or the stock-piling of materials. The Contractor shall not repair or restore any such area or vegetation without Royal Commission's and Company's prior written approval. The Contractor shall bear all costs in connection with the repair or restoration of any such area or vegetation.

The Contractor shall not be entitled to any extension of time or additional compensation on account of any delay to the Work resulting from any postponement, interference or delay caused by any utility installation, highway, road, structure, facility, natural land, cultivated or planted area, natural vegetation or structure of archaeological or historical value being on the Work Site.

GC-20 TITLE TO MATERIALS FOUND:

Unless otherwise provided herein, the title and interest in all water, soil, stone, gravel, sand, materials, hydrocarbons, timber and all other materials at the Work Site developed or obtained in the excavation or other operations by the Contractor or any of its subcontractor or any of their representatives or employees and the right to use or dispose of the same are hereby expressly reserved in the Company and neither the Contractor nor any of its subcontractors nor any of their representatives or employees shall have any right, title or interest in or to any part thereof, neither shall they nor any of them assert or make any claim thereto. The Contractor will, as determined by the Company, be permitted to use in the Work without charge any such materials which meet the requirements of the Contract and as to which the Company shall have the right to use and consume without payment to a third

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party.

In the event that any items with archaeological or historical value are discovered by the Contractor or any of its subcontractors or any of their representatives or employees, the Contractor shall immediately stop work, notify the Company and await the Company's decision before proceeding with any work. Neither the Contractor nor any of its subcontractors nor any of their representatives or employees shall have any property rights in such items.

In addition, the Contractor shall neither enter into areas, nor damage or destroy structures, designated by the Departments of Antiquities as of archaeological or historical value, without the Royal Commission's and Company's prior written approval. The Contractor shall give due notice to the Royal Commission and Company prior to acting upon any such approval.

GC-21 MOBILISATION AND DEMOBILISATION:

Except as otherwise provided in the Contract the Contractor shall arrange and provide at its own expense for all mobilization and demobilization of its equipment and personnel, including but not limited to providing for temporary facilities, housing and accommodation, transportation, visas, residence permits, customs clearance and customs claims, work permits and all applicable licenses and authorizations, and for immigration and emigration of personnel as appropriate. A separate office to be provided for consultant with all facilities.

GC-22 LABOUR AND PERSONNEL:

The Contractor shall provide and employ only competent, experienced and properly qualified personnel to perform the Work.

The Contractor shall not employ any person than a Saudi Arabian national to perform any part of the Work in the Kingdom of Saudi Arabia, whether on a temporary or permanent basis, unless such person holds a valid residence permit and work permit issued under the laws of the Kingdom of Saudi Arabia.

The Contractor shall be responsible for maintaining labour relations and discipline in such manner that there is harmony and order among its personnel and among the personnel of its subcontractors of any tier, and the Contractor shall comply with and shall cooperate in enforcing the Royal Commission's and the Company's Work Site procedures and instructions which affect the performance of the Work, including but not limited to starting and quitting time, smoking rules, labour procedures, check-in and check-out procedures, Work Site safety rules and daily clean-up. The Company shall have the right, in its absolute discretion, to require the removal of the Contractor's personnel at any level assigned to the performance of the Work inside or outside the

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Kingdom of Saudi Arabia.

The Company shall not be liable for any delay or cost suffered by the Contractor by reason of the Company requiring the removal of any of the Contractor's personnel.

GC-23 SUPPLY AND PROCUREMENT RESPONSIBILITIES OF CONTRACTOR:

Except as otherwise provided herein, the Contractor shall be responsible for the supply and delivery to the Work Site of all equipment, materials and supplies required to accomplish and perform the Work. Such responsibility shall include, but not be limited to, procurement, inspection, expediting, shipment, customs clearance, loading, off-loading and handling and all transportation and storage in the Kingdom of Saudi Arabia. The Contractor shall also be responsible, at its own expense, for all necessary import and export licenses, handling charges, customs duties, port duties, port dues, surcharges, landing pilotage, lighterage and other charges in connection with the shipment of materials, supplies and equipment to and from the Kingdom of Saudi Arabia.

GC-24 SAUDI ARABIAN GOODS AND SERVICES:

With respect to any materials, supplies, goods, equipment or services purchased, leased, contracted for or otherwise obtained or required by the Contractor in performance of the Work, the Contractor shall use its best efforts to give preference to materials, supplies, goods, equipment or services of Saudi Arabian origin or which may be obtained or acquired from entities organized under the laws of the Kingdom of Saudi Arabia and, more particularly, shall whenever practicable given preference to businesses established within Madinat Al-Jubail Al-Sinaiyah.

GC-25 ASSIGNMENT OF THE CONTRACT, SUB-CONTRACTS AND PURCHASE ORDERS

25.1 The Contractor shall not assign the obligations of the Contract. The Contractor shall not assign the benefit of the Contract or any part thereof, nor assign any part of the obligations thereof nor shall the Contractor enter into a contract with any sub-contractor who is to perform part or all of the Work at the Work Site or with any vendor who is to furnish equipment or materials fabricated to meet the specific requirements of the Work without the prior written consent of the Company, such consent not to be unreasonably withheld.

25.2 In applying for consent under this clause 25 the contractor shall submit to the Company the proposed assignment, subcontract or purchase order

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for review provided, however, that the price and payment terms may be deleted from any proposed subcontract or purchase order if the portion of Work to be performed under the subcontract or purchase order is to be compensated under the Contract on a lump sum or unit price basis. The Contractor shall ensure that the terms and conditions of the proposed assignment, subcontract or purchase order comply with and correspond to the terms of the Contract and in particular that the Contractor will if necessary be able to take any action which may be required of it by the Company under this clause 25. The consent of the Company shall not relieve the Contractor or its surety or guarantor of their duties and obligations under the Contract or guarantee and the Contractor shall continue to be responsible for the observance by any such assignee, subcontractor or vendor of the terms and conditions of the Contract. In addition the Company shall not be liable for any delay or cost suffered or incurred by the Contractor by reason of the Company not granting consent to a proposed assignee, subcontractor or vendor.

25.3 Upon execution of any assignment, subcontract or purchase order the Contractor shall furnish the Company with two (2) copies of each such assignment, subcontract or purchase order, provided however that the pricing and payment provisions may be deleted from the submitted documents if the portion of the Work to be performed under such subcontract or purchase order is to be compensated under the Contract on a lump sum or unit price basis.

25.4 Failure by the Contractor to obtain as required hereunder the prior written consent of the Company for the portion of Work to be assigned or subcontracted, the identity of the proposed assigned, subcontractor or vendor and the terms of the assignment, subcontract or purchase order shall be grounds for termination of the Contract in accordance with the provisions of Clause GC-50 ("Termination For Default").

25.5 If, in the opinion of the Company, any portion of the Work being performed by an assignee, subcontractor or vendor is not prosecuted in accordance with the terms and conditions of the Contract, the assignee, subcontractor or vendor shall be removed from the Work by the Contractor at the written request of the Company provided however that any failure of the Company to make such request shall not relieve the Contractor of its obligations hereunder. In addition the Company shall not be liable for any delay or costs incurred by the Contractor by reason of the removal or termination of an assignee, subcontractor or vendor which is not performing any portion of the Work in accordance with the terms and conditions of the Contract, whether or not such removal was requested by the Company.

GC-26 EXPEDITING: of 84



The Contractor shall be responsible for the timely delivery to the Work Site of all materials and equipment furnished by the Contractor under the Contract, including equipment and materials obtained from vendors and subcontractors. However the Company and its representatives shall be allowed free access during working hours to the Contractor's facilities and those of its vendor and subcontractors for the purpose of determining that such materials and equipment will be delivered as scheduled. As required by the Company, the Contractor shall supply, and shall cause its vendors and subcontractors to supply, schedules showing the timing and sequencing of the delivery of all materials and equipment required for the Work and progress reports for use in expediting. The Contractor shall cooperate with and require its vendors and subcontractors to cooperate with the Company in such expediting; provided that nothing contained in the Contract shall create any contractual obligation on the part of the Company to any vendor or subcontractor employed or retained by the Contractor. No action by the Company or its representatives in connection with such expediting shall relieve the Contractor of its responsibility for the timely delivery of all materials & equipment required for the Work.

GC-27 SAMPLES AND CERTIFICATES:

Where samples or certificates are required by the Contract or requested by the Company, they shall be submitted by and at the expense of the Contractor in accordance with the specifications and requirements set forth herein. Samples and certificates shall be subject to approval by the Company/Royal Commission and material represented by such samples or certificates shall not be manufactured, delivered to the Work Site, used in the Construction Plant or incorporated into the Permanent Works without such approval.

GC-28 SHIPPING: - DELETED

GC-29 DELIVERY, UNLOADING AND STORAGE:

Except as otherwise provided in the Contract the Contractor shall deliver to the Work Site, receive, unload, store in a secure place, and deliver from storage to the construction area all materials and equipment required for the performance of the Work. The Contractor's storage facilities and methods of storing shall meet the Company's approval. Materials and equipment subject to damage, degradation or spoilage shall be stored in a suitable enclosure provided by the Contractor.

The Contractor shall keep complete and accurate records, for the Company's inspection, of all materials and equipment received at the Work Site, stored, and issued for use in the performance of the Work.

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GC-30 OWNERSHIP OF EQUIPMENT AND MATERIALS

All equipment and materials furnished by the Contractor for incorporation into the Permanent Works shall become the property of the Company without any further formality upon delivery to the Work Site and all parts of the Permanent Works accomplished at the Work Site shall be the property of the Company. Such equipment, materials and parts of the Permanent Works shall be free from any charges, liens or encumbrances. The Company shall be entitled to dispose of all or any parts of the Permanent Works accomplished at the Work Site to any party or parties on whatever terms it thinks appropriate and on any such disposal may assign any benefit to the Company under the Contract including without limitation the benefit of Clause GC-2 (Representation and Warranties).

GC-31 RESPONSIBILITY FOR THE WORKS

Notwithstanding the provisions of Clause GC-30 (Ownership of Equipment and Materials) Contractor shall be responsible for and shall bear any and all risk of loss of or damage to the Permanent Works, the Construction Plant, all materials and equipment delivered to the Work Site and all other materials and equipment provided or required in connection with the performance of the Work until Initial Acceptance thereof by the Company unless such loss or damage results from the willful misconduct of the Company or its authorized representative.

GC-32 INSPECTION AND TESTING:

The Contractor shall be responsible for all inspection and testing specified in the Contract or required by law, applicable codes, or sound engineering and construction practice except if and to the extent the Contractor shall be relieved of such responsibility by the express terms hereof. In addition, all Work performed hereunder, the Permanent Works and any portion thereof shall be subject at all times during development and upon completion to review, inspection and testing by the Company and the Royal Commission, provided, however, that no such review, inspection or testing shall relieve the Contractor of its obligation with respect to inspection and testing as provided herein. The Contractor shall grant the Royal Commission and Company's employees and duly designated representatives free access at all reasonable times to the Contractor's offices and plants and all other locations where the Work is being performed. In addition, the Company shall have access, at all reasonable times, to the Contractor's calculations, support materials, and data and information concerning the Work, including computer programs and

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printouts, which the Company determines are required to properly and expeditiously review the Work.

The Company shall have the right to reject in writing any part of the Work or the Permanent Works reasonably found to be unsatisfactory or not in conformity with the requirements of the Contract, whereupon such rejected work or Permanent Works shall be satisfactorily corrected, revised or replaced at the Contractor's expense.

In the event that the Company determines to undertake any inspection or testing at the Work Site, the Contractor shall provide safe and convenient facilities and equipment for such inspection and testing and shall furnish all necessary samples, drawings, lists and documents. If the Company/Royal Commission finds that conditions are unsafe for inspection or testing at a particular location, it may, upon notice to the Contractor, refuse to inspect or test at that location until such conditions are corrected. The Contractor shall bear any additional costs resulting from such unsafe conditions including costs incurred to permit subsequent inspection or testing of any portion of the Permanent Works covered or completed at that location before correction of the conditions, whether or not of the Permanent Works is found to meet the Contract requirements. If the Contractor covers all or any portion of the Permanent Works prior to any inspection or test by the Company, the cost of any necessary uncovering and replacing shall be borne by the Contractor.

Inspection and testing of materials and equipment to be incorporated into the Permanent Works may also be made by the Company at the place of production, manufacture or shipment, including the facilities of the Contractor's vendors and subcontractors, and the Contractor shall provide and arrange free access thereto upon reasonable advance notice in writing. If such inspection or testing is to be performed, no such materials or equipment shall be shipped from the place of inspection or incorporated into the Permanent Works prior to such inspection or testing.

The Contractor shall bear any additional costs resulting from re-inspection or re-testing by the Company of any previously rejected portion of the Work or the Permanent Works. Such costs may be deducted, in whole or in part, from any money due or that may become due to the Contractor under the Contract. Neither the failure by the Company to conduct inspection or testing, nor the failure to discover defective engineering, workmanship, materials or equipment, nor payment to the Contractor shall prejudice the rights of the Company to thereafter require and obtain from the Contractor the satisfactory performance of the Work hereunder. No acceptance of any part of the Work or the Permanent Works shall be implied or construed to result from such inspection or testing by the Company.

Within sixty (60) days after the Notice of Award the Contractor shall submit to

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the Company for review and approval an inspection and testing plan covering all Work whether at the Work Site or elsewhere. The plan shall be in two parts covering off - Work Site and on - Work Site activities respectively. With the Company's prior written approval, the Contractor may delay the submission of the portion of the plan covering on - Work Site activities to a date thirty (30) days prior to commencement of such activities if Work Site activities are not scheduled to commence for a minimum of six (6) months after the Notice of Award. The inspection and testing plan shall include, but not be limited to, a detailed description of each item or part of the Work to be inspected or tested, the nature and frequency of the inspection and testing, the type and size of samples to be taken, if any, the means of recording the inspection and testing data, the name and specified responsibility of any proposed testing or inspection agency and all other information necessary or required to fully describe the inspection and testing to be performed for the Work. The Contractor's inspection and testing plan as approved or modified by the Company shall be used for the inspection and testing of the Work and shall be reviewed and resubmitted for the Company's approval if the Contractor desires to change the sequence, method or nature of the inspection and testing is not in accordance with the current Company's approval of, or failure to approve its responsibility for the inspection, testing and performance of the Work as provided for in the Contract.

GC-33 WITNESSING AND ADDITIONAL TESTING:

The Company shall have the right at anytime to witness any test performed hereunder by the Contractor or its vendors or subcontractors, and the Contractor shall give the Company reasonable advance notice of any such test in accordance with the Company's requirements.

Should shop materials tests in addition to those required hereunder be desired by the Company, the Contractor will be advised in sufficient time to permit the preparation of test specimens during the shop manufacture.

Unless otherwise provided, such additional tests shall be in accordance with the requirements of applicable codes, and the testing will be done by testing organizations approved by the Company and shall be at the Company's expense.

The type and number of field tests in addition to those required hereunder shall be determined solely by the Company. The Contractor will be notified of and may be represented at all such tests. The tests will be made at the expense of the Company, provided that the expense of the Contractor's representatives, if any shall be borne by the Contractor. All of the provisions contained in these General Terms and Conditions shall be extended to cover subcontractors and vendors employed or retained by the Contractor. The Contractor shall be responsible for informing its subcontractors and vendors of

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these requirements.

GC-34 CONTRACTOR'S CONSTRUCTION RESPONSIBILITIES AND CONSTRUCTION PLANT:

Except as otherwise provided in the Contract the Contractor shall furnish all construction services and Construction Plant required to accomplish and perform the Work, including, but not limited to, all supervisions, labour, erection and installation services, haulage, temporary structures, consumable materials, tools and equipment. The Contractor shall provide and use in the performance of the Work only such services, Construction Plant and equipment as are capable of producing the quality and quantity of work and materials required by the Contract and within the time or times specified in the Contract.

Before proceeding with the shipment to the Work Site of any Construction Plant or with erection at the Work Site of any facilities, including but not limited to temporary structures, machinery, equipment, offices, warehouses and camps, the Contractor shall at its expense furnish the Company with such information and drawings relating thereto as the Company may request. Thereafter, upon written order of the Company, the Contractor shall discontinue operation of any unsatisfactory Construction Plant previously admitted to the Work site and shall either modify the unsatisfactory items to meet the Company's approval or remove the unsatisfactory items from the Work Site.

The Contractor shall at the time any Construction Plant is moved on to the Work Site present to the Company an itemized list of all equipment and tools (other than hand tools), including but not limited to welding machines, pumps and compressors. Said list must include description and quantity, and registration and serial number where applicable. Prior to removal of any or all Construction Plant from the Work Site, the Contractor shall clear such removal through the Company. No Construction Plant shall be removed from the Work Site without such prior clearance by the Company. The Contractor shall ensure that each item of mobile Construction Plant located at the Work Site is clearly identified with the name of the Contractor and project and a number assigned by the Contractor. Such identification shall be at least fifteen (15) centimeters in height and shall be placed on opposite sides of such item. The Contractor shall not use, and shall remove from the Work Site, improperly identified Construction Plant.

GC-35 LINES AND GRADES:

Except as otherwise provided herein, all work performed at the Work Site shall conform to the lines and grades specified in the Contract or required by the Company. All survey control points shown herein will be established by the Company and/or Royal Commission, and the Contractor shall complete any

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layouts necessary for the Work and shall be responsible for all measurements necessary for the execution of the Work to the locations, lines and grades specified or required.

If the Contractor or its subcontractors of any tier or any of their representatives or employees move or destroy or render inaccurate any survey control point, such control point shall be replaced by the Contractor at its expense and no extension of time for completion of the Work will be made.

It may be necessary from time to time to interrupt temporarily portions of the Contractor's Work in order that the Company and/or the Royal Commission may make measurements or surveys without interruptions or other interferences that may impair the accuracy of the results. At any such time, upon request of the Company, the Contractor shall interrupt its Work to such an extent as may be required for this purpose. No extension of time for completion of the Work or claim for additional payment will be allowed as a result of such temporary interruption.

GC-36 SAFETY:

The Contractor shall at all times conduct its operations at all locations where the Work is performed in such a manner as to avoid any risk of bodily harm to persons or damage to property. The Contractor shall promptly take all precautions which are reasonable or necessary to safeguard against such risks and shall make regular safety inspection of the conditions where the Work is performed, and any materials or equipment used in the performance of the Work. The Contractor shall be solely responsible for the discovery, determination and correction of any unsafe conditions arising in connection with the performance of the Work.

In addition, the Contractor shall comply with all applicable safety laws, standards, codes and regulations, including any safety program established by the Company and/or the Royal Commission. The Contractor shall cooperate and coordinate with other contractors on safety matters and shall promptly comply with any specific safety instructions or directions given to the Contractor by the Royal Commission or Company. Within thirty (30) days after the commencement date specified in the Notice to Proceed, the Contractor shall submit to the Company for approval, the Contractor's safety program, provided, however, that the Company's approval of any such program shall not relieve the Contractor of its other obligations hereunder. The Contractor shall inform its employees of safety practices and the requirements of any of the Royal Commission's, the Company's and the Contractor's safety programs. The Contractor shall furnish suitable safety equipment and enforce the use of such

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equipment by its employees.

Upon the failure of the Contractor to comply with any of the requirements set forth herein, the Royal Commission and/or the Company shall have the authority to stop any operations of the Contractor affected by such failure until the condition is remedied. No part of the time lost due to any such stop order shall be made the subject of a claim for extension of time or for increased costs or damages by the Contractor.

GC-37 SECURITY:

During the performance of the Work, the Contractor shall be responsible for internal security and protection of all Construction Plant and Permanent Works. The Contractor shall provide at its expense a security force at the Work Site and a lockable store for all portable tools, equipment and material required or used in the performance of the Work.

Within thirty (30) days after the commencement date specified in the Notice to Proceed the Contractor shall submit to the Company for approval, the Contractor's security program, provided, however, that the Company's approval of any such program shall not relieve the Contractor of its other obligations hereunder.

GC-38 FIRST AID FACILITIES:

The Contractor shall be responsible for the provision of adequate first aid facilities at the Work Site for all personnel employed or retained by the Contractor or any of its subcontractors in the performance of the Work. However, other first aid facilities may be present at or near the Work Site which the Royal Commission may, at its option, make available for the treatment of such personnel who may be injured or become ill while engaged in the performance of the Work.

In the event any of the Contractor's personnel or the personnel of a subcontractor requires the services of an ambulance, hospital or physician, the Contractor or its subcontractor will promptly pay all charges therefore directly to the providers of such services.

GC-39 FIRE PREVENTION:

The Contractor shall be responsible for fire prevention and fire protection practices in connection with performance of the Work. The Contractor shall not permit unauthorized fires within or adjacent to the limits of the Work Site and shall be liable for all damage from fire due directly or indirectly to its own activities or to the activities of its employees or of its subcontractors of any tier or their employees.

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The Contractor shall provide fire extinguishers commensurate with the hazard of each work area and shall instruct its personnel in their location and use. Wherever welding or burning is conducted, flammable materials shall be protected and the Contractor shall ensure that protective fire prevention measures are taken and that no fires result from such operations.

At the request of the Company, the Contractor shall immediately remove from the Work Site any material or structures which in the Company's and/or Royal Commission's judgment are contrary to the Royal Commission's and/or the Company's fire prevention program. Within thirty (30) days after the commencement date specified in the Notice to Proceed, the Contractor shall submit to the Company for approval, the Contractor's fire prevention and protection program, provided, however, that the Company's approval of any such program shall not relieve the Contractor of its other obligations hereunder.

Upon the failure of the Contractor to comply with any of the requirements set forth herein, the Royal Commission and/or the Company shall have the authority to stop any operations of the Contractor affected by such failure until the condition is remedied. No part of the time lost due to any such stop order shall be made the subject of a claim for extension of time or for increased cost or damages by the Contractor.

GC-40 WORK SITE SANITATION:

The Contractor shall furnish and maintain, or arrange to obtain, at each of its work areas adequate waste disposal and toilet facilities and potable water for the use of its employees. In addition, the Contractor shall comply with all laws, standards, codes and regulations relating to sanitation at the Work Site, including the Royal Commission's requirements as to waste disposal and toilet facilities and potable water.

Prior to commencing work at the Work Site, the Contractor shall submit to the Company the Contractor's sanitation plan for approval, provided, however, that the Company's approval of any such plan shall not relieve the Contractor of its other obligations hereunder. The Contractor shall provide its employees with all necessary instruction as to the use of sanitation facilities at the Work Site, and shall take all other steps which may be necessary or appropriate in order that its employees utilize such facilities.

Upon the failure of the Contractor to comply with any of the requirements set forth herein, the Company shall have the right to stop the Work or any part thereof until the Contractor does so comply. No part of the time lost due to any such stop order shall be made the subject of a claim for extension of time or for increased costs or damages by the Contractor.

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GC-41 POLLUTION:

Without the prior written approval of the Company, the Contractor shall not release, or permit to be released, into the air or any wadi, stream, sea or other body of water at or in the vicinity of the Project any noxious effluent or substance harmful to human, animal or plant life.

GC-42 ILLUMINATION:

When any work is performed at night, or where daylight is shut off or obscured, the Contractor, at its expense, shall provide artificial light to all areas where such work is performed and access thereto sufficient to permit such work to be performed efficiently, satisfactorily and safely, and to permit thorough inspection. All power sources and wiring for such artificial light shall be installed and maintained in a safe workmanlike condition and shall be in accordance with applicable codes and standards.

GC-43 COMMERCIAL ACTIVITIES:

The Contractor shall not establish any commercial activity or issue concessions or permits of any kind to their parties for establishing commercial activities at the Work Site without the prior approval of the Company. The Contractor shall not allow its employees to engage in any commercial activities at the Work Site.

GC-44 COOPERATION WITH OTHERS:

There may be other contractors, subcontractors, and agents or employees of the Royal Commission and/or Company and their authorized representatives working at or adjacent to the Work Site during the performance of the Work by Contractor. Contractor must anticipate in its schedule and its expenses that the performance of the Work may be interfered with or temporarily delayed from time to time on account of the concurrent activities of others, and Contractor shall fully cooperate with the Royal Commission and/or the Company other contractors and subcontractors to avoid any delay or hindrance of their activities and to assure the orderly completion of the project as a whole The Royal Commission and/or the Company may also require that certain facilities and areas be used concurrently by Contractor and other persons. No extension of time for completion will be granted and no additional payment will be made to Contractor by the Company as a result of such temporary interferences or delays arising from the activities of others at or adjacent to the Work Site.

GC-45 TAXES AND ASSESSMENTS

The Contractor shall pay all taxes and assessments including without of 84



limitation income and franchise taxes, sales, use, excise and value added taxes, Zakat and real and personal property taxes, stamp duties, fines, tariffs, customs duties and levies of every nature due or to become due in connection with the performance of the Contract and shall make any and all payroll deductions and contributions required by law or contract.

GC-46 ACCOUNTING AND AUDITS:

The Contractor shall, at its expense, keep and maintain in one place full and complete records and books of account of its costs and expenses relating to the performance of the Work in accordance with generally accepted accounting practices. Such records and accounts shall permit the Contractor to furnish the Company, upon written notice, an accurate written allocation of the Total Contract Sum to the various elements of the Work, as may be required by the Company.

The Company and its representatives shall have the right to examine, upon reasonable advance notice in writing, any books, accounts and other documents of Contractors directly pertaining to costs when such costs are the basis of a claim or of reimbursement to the Contractor hereunder, the Contractor shall keep and preserve all such books, records, accounts and other documents for a period of at least twelve (12) years from and after completion of the Work.

GC-47 CHANGES AND EXTRA WORK

47.1 The Company may at any time without invalidating the Contract and without notice to the Contractor's guarantor or sureties, (if any) make Changes and may require the Contractor to perform Extra Work. All the provisions of the Contract shall apply to Changes and Extra Work.

47.2 All Changes and Extra Work shall be administered in accordance with the procedure hereinafter set forth, consisting of the issuance of instructions by the Company, the submittal of an estimate by the Contractor and the issuance of a Change Order by the Company. The Company, however, reserves the right to perform any Change or Extra Work with its own resources or to hire other contractors to perform such work.

47.3 Instructions Directing a Change or Extra Work When in the opinion of the Company a Change or Extra Work is required the Company will issue written instructions regarding performance of the Change or Extra Work and requesting the Contractor to submit in writing its estimate of the cost and time required for such Change or Extra Work and its proposed

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method of adjusting the Contract Schedule and the Contract Price provided that in the event of an emergency which, as determined by the Company threatens to disrupt the orderly performance of the Work or endangers persons or property, the Company may issue oral instructions to the Contractor to perform a Change or Extra work and as soon as practicable thereafter confirm such oral instructions in writing. Such instructions whether written or oral may be accompanied by any drawings or data which are necessary to show the extent and details of such Change or Extra Work. If, however, the Contractor receives an order from the Company which in its opinion constitutes a Change or Extra Work and the Company has not identified the order as such the Contractor shall immediately inform the Company in writing prior to commencing performance of such order. The Company will review the Contractor's written notice and will advise the Contractor in writing if a Change or Extra Work has or has not been ordered. In the event that the Company advises the Contractor in writing that a Change or Extra Work has been ordered such advice of the Company shall constitute the Company's written instructions directing a Change or Extra Work. Except as provided in the event of an emergency the Contractor shall not commence work on a Change or Extra Work prior to receiving written instructions from the Company.

47.4 Contractor's Estimate

In the case of any Change or Extra Work the Contractor shall commence and perform such work in strict accordance with the instructions written or oral received pursuant to the foregoing. Unless otherwise directed in such instructions the Contractor shall also within seven (7) days of the receipt thereof submit in writing to the Company a detailed estimate based upon the measured quantities and in the same format as the Bills of Quantities and using the rates contained therein. The detailed estimate shall set forth the increase or decrease if any in the time required for the performance of the Work and in the cost to the Contractor of such performance resulting from the Change or Extra Work. The estimate shall state the basis of compensation proposed for the Change or Extra Work or, if a Change causes a decrease in the Cost, the amount of such decrease shall be stated. Sufficient detail shall be provided to permit thorough analysis of the estimate.

47.5 The basis of compensation for a Change or Extra Work shall be either the unit or lump sum prices set forth in the Contract if applicable or new unit or lump sum prices. If the Contractor does not propose in its estimate the method of compensation for any Change or Extra Work or any part thereof or if any proposed method is not acceptable to the Company or if a method of compensation for such Change or Extra Work or any part thereof cannot be agreed upon the Contractor shall proceed with such

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Change or Extra Work in accordance with the Company's instructions, shall record its costs for performing such work in accordance with the cost plus provisions set forth in the Price and Payment Provisions, shall keep such records separate and apart from its other records and the amount of the Contract Price shall be adjusted for such work on a cost plus basis as set forth in the Price and Payment Provisions. In the event that the Contractor shall be required to commence such Change or Extra Work before its estimate has been prepared and approved the Contractor shall record its costs as provided above. If at any time after the Contractor commences such Change or Extra Work a method of compensation other than cost-plus is agreed upon such compensation will be made in accordance with such Agreement.

47.6 Issuance of a Change Order

When the basis of compensation and the required adjustments if any to the Contract Price and Contract Schedule have been determined by the Company pursuant to the foregoing provisions the Company shall issue a Change Order setting forth the total adjustments to be made. Such Change Order when signed by the Company shall constitute an amendment to this Contract.

GC-48 DELAYS AND EXTENSIONS OF TIME

Should the amount of extra or additional work of any kin or any cause or delay referred to in the Contract, or exceptional adverse climatic conditions or other special circumstances of any kind whatsoever which may occur, other than through a default of the Contractor, be such as, in the opinion of the Company, to fairly entitle the Contractor to an extension of time for the completion of the Work, the Company shall determine the amount of such extension and shall notify the Contractor accordingly, provided that the Company is not bound to take into account any extra or additional work or other special circumstances unless the Contractor has within seven (7) days after such work has been commenced, or such circumstances have arisen, or as soon thereafter as is practicable, submitted to the Company full and detailed particulars of any extension of time to which he may consider himself entitled in order that such submission may be investigated at the time. In the event of any such circumstances the Contractor shall take all necessary measures to mitigate and minimize the effect of the delay and to continue with the prompt and diligent performance of its obligations under the Contract. Within seven (7) days of termination of any such delay the Contractor shall give an additional written notice to the Company specifying the actual duration of the delay. Failure to give either of the above notices shall be sufficient ground for denial of an extension of time hereunder.

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GC-49 SUSPENSION

49.1 The Company may for any reason whatsoever at its sole discretion suspend at any time and from time to time by notice in writing to the Contractor the performance of all or any portion of the Work. Such notice of suspension will designate the amount and type of Construction Plant and labour which shall remain committed to the Work Site. During the period of suspension, the Contractor shall utilize its Construction Plant and labour in such manner as to minimize costs associated with suspension and shall continue to prosecute and perform the unsuspended part of the Work. Upon receipt of any such notice the Contractor shall unless the notice requires otherwise:

(a) immediately discontinue work on the date and to the extent specified in the notice;

(b) place no further purchase orders or subcontracts for materials, services or facilities with respect to suspended work other than to the extent required in the notice;

(c) promptly make every reasonable effort to obtain suspension upon terms satisfactory to the Company of all purchase orders, subcontracts and rental agreements to the extent they relate to the performance of work suspended; and

(d) continue to protect and maintain the Construction Plant and the Permanent Works including those portions on which work has been suspended.

49.2 As full compensation for such suspension, the Contractor shall be reimbursed for the following costs, where these are reasonably incurred, do not duplicate any items and to the extent that such costs directly result from such suspension of work:

(a) a standby charge during the period of suspension which standby charge shall, in the Company's reasonable opinion, be sufficient to compensate the Contractor for keeping, to the extent required in the notice, its organization and equipment committed to the Work Site on a standby basis;

(b) all reasonable costs associated with mobilization and demobilization of Construction Plant and the Contractor's forces;

(c) an equitable amount to reimburse the Contractor for the direct cost of maintaining and protecting that portion of the Construction Plant and Permanent Works upon which work has been suspended;

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and

(d) an equitable adjustment with respect to the performance of the remaining portion of the Work if as a direct result of any such suspension of work the cost to the Contractor of subsequently performing the Work is increased or decreased.

49.3 Upon receipt of notice to resume suspended work, the Contractor shall immediately resume performance of the suspended work to the extent required in the notice. Any claim on the part of the Contractor for an extension of time or compensation shall be made within ten (10) days after receipt of notice to resume work and the Contractor shall submit for review and approval by the Company a revised Contract Schedule.

49.4 No additional compensation or extension of time shall be granted if suspension results from the Contractor's non compliance with the requirements of the Contract.

GC-50 TERMINATION FOR DEFAULT

50.1 If any or all of the Work to be performed under the Contract is abandoned by the Contractor; or if the Contract or any part thereof is assigned in violation of the provisions hereof, or if any of the Work is sublet by the Contractor without the required approval of the Company; or if the Contractor becomes insolvent or unable to meet its payroll or other current obligations or is adjudicated bankrupt or has an involuntary petition in bankruptcy filed against it or makes an assignment for the benefit of creditors, files a petition for an arrangement, composition or compromise with its creditors under any applicable laws or has a trustee or other officer appointed to take charge of its assets; or if the Contractor fails to comply with a notice from the Company issued under the Special Conditions (Contract Schedule) specifying measures to be taken by the Contractor to meet the currently approved Contract Schedule or if the Contractor is in violation of any of the conditions or provisions of this Contract; or if the Company determines that Contractor is refusing or failing to perform properly any portion of the Work or that Contractor is performing any portion of the Work in bad faith or not in accordance with the terms of the Contract; and if within seven (7) days after receipt of a written notice of default from the Company, the Contractor fails to remedy such default or to provide satisfactory evidence that such default will be corrected the Company may without notice to the Contractor's guarantors and sureties if any, terminate by written notice the Contractor's right to proceed with all or any portion of the Work.

50.2 Upon such termination the Company shall have the right to complete any

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Work by whatever method the Company may deem expedient including employing another contractor under such form of contract as the Company may deem advisable or having the Company provide any labour or materials and perform any part of the Work that has been terminated; and the Company shall have the right to take possession of and to use any or all of the materials and Construction Plant of any and every kind furnished by the Contractor for such part of the Work that has been terminated. In case the expense of so completing such work together with a reasonable charge for administering any contract for such completion exceeds the sum which would otherwise have been payable under the Contract, the Contractor and its guarantors and sureties if any shall be liable for and shall upon notice from the Company promptly pay to the Company on demand the amount of such excess or such sum may be deducted by the Company out of such monies as may thereafter become due to the Contractor. The Company shall not be required to obtain proposals for completing such work but may make any expenditure as in the Company's sole judgment will best accomplish such reasonable completion. The Company shall not be liable for any damage or loss of anticipated profits on account of such termination. Upon receipt of any such written notice of termination of right to proceed the Contractor shall continue to prosecute and perform any unterminated part of the Work and shall at its own expense for that part of the Work affected by any such termination:

(a) immediately discontinue work on the date and to the extent specified in the notice;

(b) assist the Company in making an inventory of all Construction Plant at the Work Site and all Permanent Works in storage at the Work Site, enroute to the Work Site and on order from vendors and subcontractors;

(c) remove from the Work Site all Construction Plant listed in the said inventory other than the Construction Plant which is designated in writing by the Company to be used by the Company in completing the Work;

(d) assign to the Company all subcontracts, purchase orders, supply contracts and equipment rental agreements designated by the Company on terms that avoid any liability of the Company to third parties for any period prior to the date of such assignment;

(e) deliver to the Company in the manner and to the extent determined by the Company any data, drawings, specifications, reports, estimates, summaries, completed work, work in progress and such

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other information and materials as may have been acquired or prepared by the Contractor in connection with the Contract; and

(f) make available to the Company the names and categories of employment of all persons employed on the Work Site other than the Contractor's permanent staff to enable the Company to employ such personnel as the Company may require to complete the Work.

50.3 For the part of the Work with respect to which the Contractor's right to proceed has been terminated, all applicable provisions of the Contract shall continue in full force and effect as to all work performed prior to the effective date of termination. The Company after the effective date of termination and subject to the provisions of Clause 2 (Representations and Warranties) shall bear the risk of loss of or damage to any portion of the Permanent Works upon which the Contractor's right to proceed has been terminated. For the remainder of the Work the Contract shall remain in full force and effect.

50.4 The rights and remedies of the Company provided by this clause are in addition to any and all other rights and remedies provided by law or under the Contract and nothing contained herein shall prejudice the rights of the Company to take whatever action it may deem necessary or appropriate to obtain satisfactory performance of the Contract and satisfactory completion of the Work.

GC-51 TERMINATION FOR CONVENIENCE OF THE COMPANY

51.1 The Company may at any time and from time to time for any reason whatsoever whether or not the Contractor is in default and without notice to the Contractor's guarantors or sureties if any terminate the Contract in whole or in part by giving written notice to the Contractor specifying the part or parts of the Work to be terminated and the effective date of termination. Upon any such termination the Contractor hereby waives any claims for damages including loss of anticipated profits on account of such termination. As the sole right and remedy of the Contractor the Company shall pay the Contractor an amount which shall be determined as follows:

(a) all amounts due and not previously paid to Contractor for work completed in accordance with the Contract prior to such notice and of work thereafter completed as specified in such notice;

(b) the costs which the Company deems to be reasonable, of settling and paying claims arising out of the termination of the Work under subcontracts or purchase orders as hereinafter

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provided;

(c) the costs which the Company deems to be reasonable, incurred pursuant to the performance of any specific written instructions received from the Company concerning such termination;

(d) any other costs which the Company deems to be reasonable, incidental to such termination of the Work;

(e) a sum which the Company deems to be reasonable under all the circumstances as profit for all work satisfactorily performed by the Contractor.

51.2 Upon receipt of any such notice of termination the Contractor shall unless the notice requires otherwise:

(a) immediately discontinue Work on the date and to the extent specified in the notice;

(b) place no further purchase orders or subcontracts for materials; services or facilities other than as may be necessary or required for completion of the portions of the Work that are not terminated;

(c) Promptly make every reasonable effort to obtain cancellation upon terms satisfactory to the Company of all purchase orders and subcontracts to the extent they relate to the performance of work terminated or assign to the Company those purchase orders and subcontracts specified in such notice (but upon terms which avoid any liability of the Company for the period prior to the date of assignment);

(d) assist the Company as specifically requested in writing in the maintenance, protection and disposition of property acquired by the Company under the Contract;

(e) Deliver to the Company in the manner and to the extent determined by the Company any data, plans, drawings, specifications, reports, estimates, summaries, completed work, work in progress and such other information and materials relating to the terminated part of the Work as may have been acquired or prepared by the Contractor in connection with the Contract; and

(f) continue to prosecute and perform any unterminated part of the Work.

51.3 For the part of the Work terminated, subject to the foregoing provisions of 84



all applicable provisions of the Contract shall continue in full force and effect as to all work performed prior to the effective date of termination provided that subject to the provisions of Clause 8 (Liability, Indemnity and Release) and Clause 2 (Representation and Warranties) after such effective date the Company shall bear the risk of loss of or damage to any terminated part of the Permanent Works. For the remainder of the Work the Contract shall remain in full force and effect.

GC-52 USE OF COMPLETED PORTIONS OF THE PERMANENT WORKS

Whenever, as determined by the Company, any portion of the Permanent Works is in a condition suitable for use, the Company may take possession of or use such potion upon reasonable advance notice in writing given to the Contractor.

Except as provided below, such use by the Company shall in no case by construed as constituting Initial or Final Acceptance, and shall neither relieve Contractor of any of its responsibilities under this Contract, nor act as a waiver by the Company of any of the conditions hereof; provided that Contractor shall not be liable for the cost of repairs, rework, or renewals which may be required due to ordinary wear and tear resulting from such use. However, if such use increases the cost or delays the completion of remaining portions of the Work, Contractor shall be entitled to an equitable adjustment in accordance with the Changes provisions contained in the General condition hereof entitled "changes and Extra Work".

If, as a result of Contractor's failure to comply with the provisions of this Contract, such use proves to be unsatisfactory to the Company, the Company shall have the right to continue such use until such portion of the Permanent Works can, without injury or undue inconvenience to the Company, be taken out of service for correction of defects, errors, or omissions, or replacement of unsatisfactory materials or equipment, as necessary for such portion of the Permanent Works to comply with this commencement of appropriate remedial action shall not exceed twelve (12) months unless otherwise mutually agreed upon in writing between the parties. Contractor shall not for its own purposes use any portion of the Permanent Works unless such use is approved by the Company in writing. Where Contractor's request for use of a portion of the Permanent works is granted, Contractor shall properly use and maintain and upon completion of its use, and at its expense, recondition such Permanent Works to the satisfaction of the Company.

Upon taking possession and use of a portion of the Permanent Works, Company may grant Initial Acceptance, with exceptions, as from that date.

GC-53 CLEANING UP AND REMOVAL OF PERSONNEL:

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The Contractor shall, at all times, keep the Work Site areas used by the Contractor in a neat, clean, and safe condition and shall dispose all rubbish and other unwanted materials in specific areas to be designated by the Company. The Contractor shall also ensure that all labour and personnel employed by the Contractor or its subcontractors in the performance of the Work are removed from the Work Site upon completion or termination of the Work. Upon completion of any portion of the Work, the Contractor shall promptly remove all of its Construction Plant and surplus materials not to be used at or near the same location during later stages of Work. Upon completion of the Permanent Works and before final payment is made, the Contractor shall, at its expense, satisfactorily dispose of all Construction Plant, rubbish and unused materials belonging to it or used in the performance of the Work, including the return to the Company's warehouse of any salvageable materials supplied by the Company for use in the performance of the Work but not used; and the Contractor shall leave the Work Site areas used by the Contractor in a neat, clean, and safe condition. In the event of the Contractor's failure to comply with the foregoing, the same may be accomplished by the Company at the Contractor's expense.

GC-54 INITIAL AND FINAL ACCEPTANCE

When Contractor considers that it has completed the permanent Site Development Works, Contractor shall notify the Company in writing that the Permanent Works are ready for initial inspection, testing and turning over. Except as otherwise provided herein, within ten (10) days from the date of receipt of such notice, the Company will commence such inspection and testing and, upon completion thereof, either will give Contractor a Certificate of Initial Acceptance or will advise Contractor in writing of any outstanding item or items which must be furnished, completed or corrected. This process will be repeated until such time as the Company is satisfied that the Permanent Works have been completed in accordance with the requirements of this Contract. Upon issuance of the Company's Certificate of Initial Acceptance, the Company shall become responsible for care and maintenance of the Permanent Works due to ordinary wear & tear resulting from the normal use.

At the end of the period of warranty specified in the Special Condition hereof entitled "Period of Warranty", the Company will issue, after its receipt of the Contractor's written request, a Certificate of Final Acceptance pursuant to which the Company will formally accept the performance of the Work.

Notwithstanding the foregoing provisions of this General Condition and the issuance of Certificate of Initial Acceptance or Final Acceptance, Contractor shall remain obligated under those provisions of this Contract such as but not limited to Confidentiality, Warranty, Indemnity and Taxes and Assessment provisions hereof, which expressly or by their nature extend beyond and survive Initial Acceptance and Final Acceptance.

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GC-55 WARRANTY:

All the Works performed hereunder shall be in accordance with sound engineering practice, all applicable codes and regulations, and the provisions of this Contract, and Contractor shall observe and exercise therein the professional standards of skill, care and diligence adhered to be recognized first-class International Engineering Contractors performing work of a similar nature. Unless otherwise expressly provided herein all materials and equipment incorporated into the Permanent work shall be new and shall conform to the specifications, drawings, samples and other descriptions as set forth in this Contract or provided by Contractor and approved by the Company; where not specified, such materials and equipment shall be of the most suitable grade of their respective kinds for their intended use; and all workmanship shall be in strict accordance with this Contract and with sound construction practices. In accordance with the foregoing provisions of this General Condition, Contractor warrants the Permanent Works against defects in Site engineering, materials, equipment and workmanship furnished or performed under this Contract for the period of time specified in the Special Condition hereof entitled "Period of Warranty" from and after Initial Acceptance or termination by the Company, whichever is applicable, regardless of whether the same were furnished or performed by Contractor or by any of its vendors or subcontractors of any tier.

Upon receipt of written notice from the Company or the Royal Commission of any breach of warranty during the applicable warranty period due to defective engineering, materials, equipment, or workmanship, the affected item or part of the Permanent Works shall be reworked, including all necessary redesign, repair or replacement, by Contractor at a time acceptable to the Royal Commission. Contractor shall perform such tests as the Company and the Royal Commission may require to verify that such rework complies with the requirements of this Contract. Contractor warrants such reworked item or part of the Permanent Works against defects in engineering, materials, equipment and workmanship for the period of time specified in the Special Condition hereof entitled "Period of Warranty" from and after the date of completion and acceptance of such rework. All costs incidental to such rework and testing thereof, including the removal, replacement and re-installation of equipment and materials necessary to gain access, and all other costs incurred as a result of the breach of warranty, shall be borne by Contractor. Should the contractor fail to promptly rectify the Breach of Warranty in accordance with the Royal Commission's written notice, the Royal Commission may perform or cause to be performed the necessary rework at Contractor's expense.

The above warranties are not intended as a limitation but are in addition to all other express warranties, guarantees, rights and remedies provided in or arising out of the Contract or otherwise. Contractor, its guarantors, and its surety or sureties, if any, shall be liable for the satisfaction and full

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performance of the warranties as set forth herein.

GC-56 PERFORMANCE SECURITY

The Contractor shall submit to the Owner on the date of signature of the contract, a performance bond for the value of 10% of the value of Contract and valid for the duration of the contract. This bond must be issued by a bank acceptable to the owner. Otherwise the value of the performance bond will be deducted from the first progress payment of the contractor, and to be held until issuing the Certificate of Substantial Completion.

GC-57 DOCUMENTS, DATA AND PROPRIETARY INFORMATION:

All materials and documents prepared or developed by the Contractor or its employees, representative or subcontractors in connection with the performance of the Work, including but not limited to all manuals, data, designs, drawings, plans, specifications, reports, calculations, summaries, maps, models and samples, shall become the property of the Company when prepared, and the Contractor and its subcontractors shall not use such materials and documents for any purpose other than the performance of the Work without the Company' prior written approval. Such materials and documents, together with any materials and documents furnished to the Contractor or its subcontractors by the Company, shall be delivered to the Company upon completion of the Permanent Works.

Subject to the provisions of Clause 7 ("Confidentiality"), where such materials or documents contain technical information or know-how previously known to the Contractor or its subcontractors or previously acquired by the Contractor or its subcontractors from others, the Contractor or its subcontractors shall have the unrestricted right to use or dispose of such information or know-how as they see fit. However, where such technical information or know-how is created or acquired by the Contractor or its subcontractors in the performance of the Work hereunder, then the Contractor or its subcontractors shall have the right to use, but not to disclose to others, such technical information or know-how. The Company shall have the unrestricted right to use and disclose to others any and all such technical information or know-how, and any and all manuals, data, designs, drawings, plans, specifications reports, calculations, summaries, maps, models and samples which become the property of the Company as provided in the provisions of the Contract. The Contractor shall not be entitled to additional compensation as a result of any such use or disclosure by the Company. The Contractor shall take all steps which may be necessary or appropriate in order that its employees, representatives and subcontractors adhere to the provisions of this General Condition. Appropriate Clauses to carry out the purpose and intent hereof shall be included in all subcontracts and similar agreements entered into by the Contractor pursuant to the performance of the

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Contract.

GC-58 LANGUAGE:

All notices and communications under the Contract and all technical materials, documents and reports submitted to the Company shall be in the English language unless otherwise directed in writing by the Company. Notwithstanding the foregoing, the Contractor shall adhere to any decrees and regulations of the Government of the Kingdom of Saudi Arabia requiring submission of certain documents in Arabic, and in addition the Contractor shall arrange, at its own expense, for such translations from English to Arabic and from Arabic to English as may be required to facilitate the performance of the Work.

GC-59 STANDARDS AND CODES:

Except as specified otherwise elsewhere in the Contract, Saudi Arabian standards and codes, when they exist, shall be exclusively used and specified by the Contractor in the performance of the Work. When such standards and codes do not exist, then the Contractor may use and specify other, internationally recognized standards and codes with the prior written consent of the Company. Whenever references are made in the Contract to standards or codes in accordance with which the Work is to be performed or tested, the edition or revision of the standards or codes current on the date of the Contract shall apply, unless otherwise expressly set forth. The Contractor shall notify the Company of any revisions in such standards or codes during the performance of the Work, and the Contractor shall be compensated in accordance with the provisions of Clause 47 ("Changes and Extra Work") for any Change or Extra Work if the Company requires the Contractor to use such revisions in the performance of the Work. In case of conflict between any referenced standards or codes, or between any referenced standards and codes and the technical specifications set forth in the Contract, the Contractor shall notify the Company, which will determine which standards and codes shall govern.

GC-60 METRIC SYSTEM:

The Contractor shall use the metric system of measurement for all designs, specifications, plans and drawings, except as otherwise approved in writing by the Company.

GC-61 INFORMATION FURNISHED BY THE COMPANY:

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The Company shall furnish the Contractor any general information and data readily available to the Company which may be of use to the Contractor in the performance of the Work. However, except where included as a part of the Contract, the Company makes no representation with respect to the reliability, accuracy, or completeness of any information or data it may furnish hereunder; and the Company assumes no responsibility for any Work which is based upon such information or data. The failure of the Company to furnish any such information or data shall not affect the obligations of the Contractor to perform the Work hereunder.

GC-62 ENTIRE CONTRACT AND APPROVALS

The Contract embodies the entire Contract between the Company and the Contractor relating to the Work and the parties here to shall not be bound by or be liable for any statement, representation, promise, inducement or understanding of any kind or nature relating to the Work or the provisions of the Contract which is not set forth or provided for or referred to herein. Any work provided for herein which has been performed or caused to be performed by the Contractor prior to the date of the Contract shall be deemed to have been performed under the Contract. Save as provided in Clause 47 ("Changes and Extra Work") no changes, amendments or modifications of any of the terms or conditions of the Contract shall be valid unless and until reduced to writing and signed by both parties. In addition all approvals, consents and determinations by the Company shall be in writing and any action or failure to act by the Company shall not relieve the Contractor of any of its responsibilities for performance of the Contract.

GC-63 WAIVER

None of the provisions of the Contract shall be considered waived by the Company unless such waiver is reduced to writing and signed by the Company. No such waiver shall be construed as modification of any of the provisions of the Contract or as a waiver of any past or future default or breach under or of the provisions of the Contract save as expressly stated in such waiver.

GC-64 GOVERNING LAW:

This Contract shall be governed by and interpreted under the laws of the Kingdom of Saudi Arabia.

GC-65 BRIBERY AND CORRUPTION

The Company shall be entitled to terminate the Contract and recover from the of 84



Contractor the amount of any costs and loss resulting from such termination if the Contractor or any of its employees or its agents have offered, requested, given, received or agreed to give or receive from any person any bribe, gift, commission, brokerage fee or other consideration of any kind as an inducement or reward for doing or forbearing from doing anything in relation to obtaining or executing the Contract. In any such case the Contractor shall forfeit to the Company any amount of money or other consideration so offered, requested, given, received or to be given or received. Any provable cost incurred by the Company as a result of any corrupt act shall be refundable by the Contractor to the Company.

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ATTACHMENT “B”

SPECIAL CONDITIONS

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ATTACHMENT ‘B’

SPECIAL CONDITIONS

ARTICLE DESCRIPTION NUMBER

SC-1 CONTRACT SCHEDULE

SC-2 PROGRESS REPORTS

SC-3 COMMENCEMENT AND COMPLETION

SC-4 DELETED

SC-5 DELETED

SC-6 DELETED

SC-7 WORK SITE FACILITIES

SC-8 SPARE PARTS

SC-9 INSURANCE REQUIREMENTS

SC-10 DELETED

SC-11 DELETED

SC-12 ACCOMMODATION AND MESSING FACILITIES

SC-13 EQUIPMENT RENTAL RATES

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SC-14 PERIOD OF WARRANTY

SC-15 DELETED

SC-16 WORK SITE TRANSPORTATION

SC-17 DELETED

SC-18 OTHER CONTRACTORS AND SUPPLIERS

SC-19 VALID RESIDENCE PERMIT

SC-20 SUPPORT INDUSTRIES SC-21 DELETED SC-22 CONTACTS WITH ROYAL COMMISSION SC-23 PROJECT SIGN BOARDS SC-24 DUST AND POLLUTION CONTROL SC-25 START-UP SC-26 EXPLOSIVES SC-27 SANITARY REQUIREMENT SC-28 INSPECTION AND TESTING SC-29 OPERATION AND MAINTENANCE DATA SC-30 DELETED SC-31 DELETED SC-32 COMPANY'S LEASE STIPULATIONS SC-33 DESIGN GUIDELINES SC-34 ACCESS PERMIT SC-35 LOCAL MATERIAL SOURCES SC-36 MAINTENANCE DURING CONSTRUCTION PERIOD AND

WARANTEE PERIOD SC-37 BARRICADES AND WARNING SIGNS

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SPECIAL CONDITIONS

Save as hereafter mentioned words and expressions in these Special Conditions shall have the same meaning as in the Contract of which these Special Conditions form part.

SC-1 CONTRACT SCHEDULE:

The Contractor shall perform the Work in accordance with the preliminary Contract Schedule attached hereto as Proposal Data 1F, until approval of the detailed Contract Schedule described herein. Within thirty (30) days from and after the date of the Contract, the Contractor shall submit to the Company for approval a detailed Contract Schedule showing the activities and sequence of operations needed for the orderly performance and completion of every separable part of the Work in order to meet the Contract completion date. The Completion date in the Contract Schedule shall mean Initial Acceptance by the Company and the Royal Commission. The detailed Contract Schedule shall be in the format (e.g., bar chart or CPM) established for the preliminary Contract Schedule, unless otherwise designated by the Company upon the commencement of this Contract. The detailed Contract Schedule shall be complete in all respects covering all activities relating to the Work both on-site and off-site including, but not limited to, engineering, design, fabrication and delivery of equipment and materials and the delivery of Construction Plant. Such schedule shall show in detail the intended sequence, timing, rates of progress and the interrelation of all elements of the Work. The Contractor's submission shall also include a manpower forecast by discipline and craft and a detailed narrative description of the Contractor's plan for performing the Work.

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The Contractor's submission, as modified and approved by the Company, shall become the Contract Schedule and the Contractor shall thereafter prosecute the work in accordance therewith. The Contractor will be permitted reasonable variation in the sequence of activities shown on the Contract Schedule, provided that such variation: (1) does not jeopardize timely completion of the Work, or portions of the Work having separate completion dates, (2) does not interfere with the operations of the Work having separate completion dates, (3) does not interfere with the operation of others performing Work for the Project, and (4) shall be subject to the prior approval of the Company. The Contractor shall at all times notify the Company of any such proposed variation and of its day to day schedule of operations. No change, other than the variations described above, shall be made to the Contract Schedule except as authorized by a Change Order in accordance with Clause GC-47 of the General Terms and Conditions of the Contract ("Changes and Extra Work"). If at any time during the performance of the Work, the Contractor's actual progress is, in the Company's judgment, inadequate to meet the requirements of the Contract Schedule, the Company may so notify the Contractor who shall thereupon take such steps as may be necessary to improve its progress. If within a reasonable period, as determined by the Company, the Contractor does not improve its performance to meet the currently approved Contract Schedule, the Company may require additional measures such as an increase in the Contractor's work force, an increase in the number of shifts, overtime operations, additional days of work per week and an increase in the amount of Construction Plant; all without additional cost to the Company. Neither such notice by the Company nor the Company's failure to issue such notice shall relieve the Contractor of its obligation to achieve the quality of the Work and rate of progress required by the Contract.

The failure of the Contractor to comply with such instructions of the Company may be grounds for determination by the Company that the Contractor is not prosecuting the performance of the Work with such diligence as will assure completion within the times specified. Upon such determination, the Company may terminate the Contractor's right to proceed with the performance of the Work or any separable part thereof, in accordance with the applicable provisions of the Contract, in addition to whatever other rights the Company may have.

SC-2 PROGRESS REPORTS:

During the course of the Work, the Contractor shall submit to the Company weekly progress reports in duplicate on the actual progress of the Work, separated into the major contractual activities listed in the Special Condition 1 ("Contract Schedule"). Such reports (which do not include reports on such items as manpower and equipment which are reported daily) shall be furnished in such form and manner as the Company may request and shall

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contain the following:

(a) The activities scheduled to be in progress or actually in progress during the reporting period, together with the Contractor's estimate of progress made to the cut-off date and actual or forecast start and completion dates for each of these activities;

(b) The activities scheduled to be started within the next two (2) reporting periods with forecast start date.

(c) A brief narrative report presenting a general resume of Contract progress and a description of any anticipated variations from the Contract Schedule, together with an assessment of the impact of such variations and a statement of the proposed corrective action;

(d) A list of the equipment used at the Work Site during the reporting period and any equipment idle during the reporting period;

(e) A statement of the total number of men actually engaged at the Work Site during the reporting period, with such total stated separately as to office, supervisory and manual personnel;

(f) A Work Site manpower and equipment forecast, by month to the date of completion of the Work, stating the total number of men and separately stating such total as to office, supervisory and manual personnel; and

(g) A material receiving report listing material received at the Work Site, material due but not received during the reporting period, and a forecast by month of material deliveries through to completion of the Work.

SC-3 COMMENCEMENT AND COMPLETION:

The Contractor shall commence performance of the Work upon the date specified in the Notice to Proceed issued to the Contractor under the Contract and shall furnish sufficient forces, facilities and Construction Plan, and shall work such hours, including extra shifts and overtime operations, so as to prosecute the work to completion in accordance with the requirements of Article 4 of the Contract.

Completion shall mean the completion dates as stated in the Contract Schedule, and will be considered to have been achieved on the date of issuance of Company's Certificate of Initial Acceptance in accordance with Article GC-54.

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SC-4 TO SC-6 DELETED.

SC-7 WORK SITE FACILITIES:

The Contractor shall provide in an approved position and as a self contained compound a Company/Consultants project office with 30 square metres of good quality air conditioned offices, complete with toilets, kitchen facility, telephone, office supplies and equipment including computer and copying machine. The furniture to be provided as follows:

2 No. Desks 1 No. Conference Table 8 No. Chairs 1 No. Drawing Cabinets 2 No. Computer with printer A3 size 1 No. Filing Cabinet 5 No. Shelves

The Compound to have a security fence complete with locking gates and shaded car parking for 4 cars.

A temporary fence will be erected around the Administration Building to separate the work area.

All services to be provided free of charge to the Company including but not limited to telephone, water and electricity.

SC-8 SPARE PARTS:

The Contractor shall obtain from its vendors and subcontractors, at the time of obtaining offers for the supply of equipment, the price and listing of the recommended spare parts necessary to ensure two (2) continuous years of normal operation of the equipment from the date of Initial Acceptance. On the basis of such information, the Contractor shall compile for each unit of equipment a list of recommended spare parts, which shall include parts numbers, type, size specification and vendor's reference. The list for each unit of equipment as completed shall be submitted to the Company together with copies of the information obtained from vendors and subcontractors. The Company will review and return to the Contractor a copy of such list indicating the items which they require to be supplied. The Contractor shall thereupon purchase, inspect and expedite such items as are required by the Company and shall ensure that they are delivered to the Work Site before Initial Acceptance.

The Company shall pay to Contractor:

(i) The net delivered cost to the Contractor at the Work Site,

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comprising the amount of vendor's invoices plus the amount of actual shipping cost.

(ii) 15% of the net delivered cost as defined in (i) above.

Payment shall be made following delivery of the spare parts required by the Company to the Work Site and presentation of the Vendor's and carrier's invoices; no other compensation shall be paid to Contractor for spare parts except as expressly provided for herein.

During performance of the Work, the Contractor shall not use any spare parts obtained under the foregoing provisions without approval of the Company. The Contractor's supply of spare parts pursuant to this Special Condition shall not release the Contractor from its obligation under Clause 2 of the General Terms and Conditions of the Contract ("Representations and Warranties")

SC-9 INSURANCE REQUIREMENTS:

A: Contractor's Insurance:

Unless otherwise expressly provided in the Contract, the Contractor shall at its sole expense, take out and maintain in effect at all times during the performance of the Contract until Final Acceptance of all Work by the Company pursuant to Clause 54 of the Contract, and the Contractor and Subcontractors of each tier have demobilized and left the Work Site insurance coverage with limits not less than those set forth below. Not less than (10) days before commencing Work at the Work Site, the Contractor shall deliver to the Company certificates of insurance, identified on their face as to project name and the contract number to which applicable, in format acceptable to the Company and signed by the insurance carrier or its authorized representative, as evidence that policies providing such coverage and limits of insurance are in full force and effect. Such insurance shall provide that the insurance carrier shall furnish the Company with written notice at least sixty (60) days prior to the effective date of any material change, cancellation or non- renewal of the insurance. Such insurance shall name the Company and the Royal Commission and any designated authorized representatives as additional insureds and shall provide for an insurer's waiver of subrogation and a cross- liability or severability of interest clause in favour of all insured parties. Additionally, the Contractor shall be responsible to ensure that subcontractors of each tier carry insurance equal to that stipulated herein against the various risks and exposures arising out of the implementation of the subcontract (except if and to the extent such risks and exposures are otherwise covered by insurance provided by the Contractor or the Company hereunder), with similar naming of additional insureds, waiver of subrogation and cross- liability or

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severability of interest and other requirements provided for herein.

1: Workmen's Compensation or Social Insurance applicable to industrial illness or injury to cover all employees. The certificate of insurance shall clearly indicate that the policy provides all employees with all benefits required by the law of the employees' country of origin and, if and to the extent the laws of the Kingdom of Saudi Arabia shall be applicable, all benefits required under the laws of the Kingdom of Saudi Arabia. Employer's liability insurance shall be provided to cover all employees with a limit of not less than SR 5,000,000 per occurrence.

2: Motor Vehicle Liability Insurance for all motor vehicles used by the Contractor in connection with the Work with limits not less than SR 2,500,000 each occurrence for property damage and SR 5,000,000 each occurrence for personal injury.

3: "All Risk" Transit Insurance covering physical loss and damage from any cause irrespective of percentage, including war, strikes, riots and civil commotions, with a limit as declared per shipment covering all goods shipped and destined to become part of the Work including materials and supplies from the earliest point when transportation begins, until such time as delivery is made to the Work Site in Al-Jubail, Kingdom of Saudi Arabia.

4: Comprehensive third party liability insurance covering property damage and personal injury including completed operations, contractual and contractors protection in the amount of SR 5,000,000 or its equivalent to any one occurrence insuring the Contractor and subcontractors of any tier. The policy for such insurance will contain a cross-liabilities severability of interest clause as well as a clause to indemnify, hold harmless and defend the Company, the Royal Commission and their affiliates as additional insureds.

B: COMPANY'S INSURANCE:

Without in any way measuring or limiting the Contractor's obligations under the Contract, will carry and maintain the following insurance coverages, with the Contractor and subcontractors of each tier named as additional insureds:

1: "All Risks" Builders Risk/Insurance covering replacement cost, including cost of transportation at time of reconstructing the loss, of physical loss or damage to temporary and permanent facilities, forms and structures, including contents thereof, machinery, equipment, materials and supplies at the Madinat Al-Jubail Al-Sinaiyah Work Site to be used or used in the performance of the Work excluding buildings,

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materials, equipment and all other property owned, hired or leased by the Contractor, subject to the following provisions and limitations:

1: The Contractor shall bear all losses for damages up to SR 17,000 per occurrence.

2: The Contractor shall bear all losses for damages arising from gross negligence or willful misconduct on the part of the Contractor's management.

3: The Contractor shall promptly document and report all losses to the Company and shall comply with the Company's instructions in regard to the repair of damages.

4: The Contractor shall provide all required documentation requested by Company to support insurance claims against the Company's all Risk Builders Risk Insurance.

The foregoing policy will provide for an insurer's waiver of subrogation in favour of each insured party.

At the Contractor's request, evidence shall be furnished that the foregoing insurance is in effect.

The Contractor shall maintain accurate accident and injury reports and shall furnish the Company with a monthly summary of injuries and man-hours lost due to injuries.

The Contractor shall adhere to the Company's declaration and claims procedures applicable with respect to the foregoing insurance notified to the Contractor in writing. The Contractor's right to make any claim under any policy of insurance furnished by the Company shall be subject to the Contractor's compliance with such procedures, together with any such amendments thereto.

The Company reserves the right at any time to require the Contractor to obtain any or all of the coverages set forth above subject to requirements similar to those relating to the policies referred to in paragraph A hereof, with the premiums for such insurance to be reimbursed to the Contractor by the Company.

SC-10 & SC-11 DELETED.

SC-12 ACCOMMODATION AND MESSING FACILITIES:

The Contractor and his sub-contractors shall at their own expense provide accommodation and messing facilities for all persons employed by them in

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performing the Contract.

SC-13 EQUIPMENT RENTAL RATES - DELETED

SC-14 PERIOD OF WARRANTY:

In accordance with Clause 2 of the General Terms and Conditions ("Representations and Warranties"), the period of warranty referred to therein shall be Twelve (12) months from the date of Certificate of Initial Acceptance.

SC-15 DELETED.

SC-16 WORK SITE TRANSPORTATION:

The Contractor shall provide suitable transportation for its employees between camps where its employees reside and the Work Site; the Contractor's equipment used in the performance of the Work shall not be considered suitable for this purpose. The Contractor shall also provide adequate parking areas at the Work Site for all of its construction equipment used in the performance of the Work and for all vehicles used in transporting its personnel and shall include such equipment, vehicles and areas within the coverage of its security program established pursuant to Clause 37 of the General Terms and Condition ("Security").

SC-17 DELETED.

SC-18 OTHER CONTRACTORS AND SUPPLIERS:

In the event that the Company authorizes the Contractor to disclose any Confidential Information to another contractor or supplier, for the purpose of obtaining information from such contractor or supplier, the Contractor shall ensure that the information disclosed by the Contractor is sufficiently general in nature as not to give such contractor or supplier any particular advantage over other contractors or suppliers in the event that such contractor or supplier is subsequently invited by the Company to submit a proposal for any material, equipment or work related to such information disclosed by the Contractor. In addition, the Contractor shall ensure that designs, specifications, maps, plans, or other documents prepared hereunder for use by the Company in the procurement of materials, equipment, supplies or services shall not specify any particular item of materials, equipment, supplies or services in such a way as to place a particular contractor or supplier in an exclusive position to supply such material, equipment or supplies or perform such services, or afford any one contractor or supplier an advantage over other contractors or supplier who produce like materials, equipment or supplies or who perform like services. If the Contractor

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believes it is in the Company's best interest either to specify a particular item of material, equipment or supplies or method of performing the work in a way that would favour a particular such contractor or supplier, or to prepare the design in such a way that would give a particular advantage to such a contractor or supplier, it shall so notify the Company, which will issue such instructions as it may deem appropriate.

SC-19 VALID RESIDENCE PERMIT:

The Contractor acknowledges its awareness of the laws of the Kingdom of Saudi Arabia whereby it is an offence to offer accommodation to or in any way protect or assist any person who does not hold a valid residence permit.

SC-20 SUPPORT INDUSTRIES:

The Contractor shall give preference to utilizing the services of those firms who are authorized by the Royal Commission to provide support services to contractors, unless the Contractor can establish that the prices quoted by such authorized firms are too high or the quality does not conform with the requirement of the Contract. In no event shall the Contractor be permitted to construct on the Work Site, as temporary works, any manufacturing plant such as, but not limited to, plants for concrete batching, asphalt mixing, concrete block or prefabricated panels. In the event, the Contractor objects to utilizing the services of any such authorized firm on the grounds of price or quality, it shall refer the matter to the Company for determination and the Company's decision on the matter shall be final.

SC-21 DELETED.

SC-22 CONTACTS WITH ROYAL COMMISSION:

All correspondence and business with the Royal Commission must be conducted via the Consultant and the Contractor shall receive the Company's permission prior to contacting the Royal Commission or its agents and representatives.

All Manufacturers should be approved by Royal Commission.

SC-23 PROJECT SIGN BOARDS:

The Contractor shall, at its expense furnish, erect and maintain a project sign in accordance with the Royal Commission Standard Format for Project Signs at Work Site. On completion of such Work at a general work area, the Contractor shall at its expense, remove the sign.

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SC-24 DUST AND POLLUTION CONTROL:

The Contractor shall maintain all excavations, embankments, haul roads, access roads, plant sites, waste disposal areas, borrow areas and all other work areas free from dust, as determined by the Company and/or Royal Commission. Industry accepted methods of dust control suitable for the area involved, such as sprinkling, chemical treatment, light bituminous treatment or similar methods, will be permitted.

The Contractor shall ensure that solid, liquid gaseous materials are handled and disposed of in a manner to minimize environmental damage. Local Laws and regulations shall be applicable.

SC-25 START-UP:

All equipment forming part of the Permanent Work shall be completely hooked up, tested and operable. All equipment shall be cycled through a minimum of one (1) complete operation, and any defective equipment, parts of components or other parts of the Work shall be replaced and re-tested at the Contractor's cost, except for the cost relating to the testing of equipment, if any, furnished by the Company.

Certification of the equipment by the manufacturer, supplier or vendor shall be supplemented by certification of the Contractor that said equipment functions according to performance specifications approved by the Company.

SC-26 EXPLOSIVES:

The use of explosives is not allowed under the Contract unless prior written approval of the Company is obtained. Any permits required for the handling and use of such explosives must be arranged by the Contractor through the appropriate authorities within the government of the Kingdom of Saudi Arabia.

SC-27 SANITARY REQUIREMENT:

The Contractor shall comply with all sanitary laws, standards, codes and regulations, including any sanitation requirements established by the Royal Commission or the Company.

The Contractor shall cooperate fully with inspection teams authorized by the Royal Commission or Company.

SC-28 INSPECTION AND TESTING:

In addition to the requirements of Clause 32 of the General Terms and Conditions of the Contract ("INSPECTION AND TESTING"), the Contractor

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shall prepare and submit to the Company for approval within thirty (30) days of the Notice of Award an Inspection and Testing Plan covering all of the Contractor's work activities both on and off the Work Site. The plan shall be in two parts covering off Work Site and on Work Site activities respectively. The Contractor, with the Company's prior written approval, may delay the submission of the portion of the plan covering on-Work Site activities to a date thirty days prior to commencement of such activities if Work Site activities are not scheduled to commence for a minimum of six months after the Notice of Award. The Inspection and Testing Plan shall include, but not be limited to, a full and complete description of each item or part of the Work to be inspected or tested, the nature and frequency of the inspection and testing, the type and size of samples to be taken, if any, the means of recording the inspection and testing data, the name and specific responsibility of any proposed testing or inspection agency and all other information necessary or required to fully describe the inspection and testing function to be performed for the Work. The Contractor's Inspection and Testing Plan when approved by the Company shall be used for the inspection and testing of the Work and shall be revised and resubmitted for the Company's approval whenever the Contractor wishes to change the sequence, method or nature of the inspection and testing or the sequence, method or nature of the inspection and testing differs from the current approved Contract Schedule and Scope of the Work. Neither the Company's approval of or failure to approve the Contractor's Inspection and Testing Plan shall detract from the Contractors' responsibility for the inspection, testing and performance of the Work as provided for in the Contract. Such Inspection and Testing program shall be applicable for the Contractor manufactured items, Vendor supplied items and on-site construction.

SC-29 OPERATION AND MAINTENANCE DATA

Contractor shall provide to the Royal Commission for review and approval Operation and Maintenance Data for mechanical, electrical and specialty equipment and systems incorporated in the Site Development Works. These shall be in two parts (1) Operation and (2) Maintenance and shall cover the following subjects where applicable.

(A) Technical description of the equipment. (1) + (2)

(B) Operations instructions, including sequence of operations for electrical, hydraulic and pneumatic control systems. (1)

(C) Lubrication instructions, including frequency of application and types of lubricants. (1) + (2)

(D) Maintenance instruction including step-by-step procedures for of 84



dismantling, cleaning, servicing, replacing parts and reassembling and recommended clearances and tolerances.

(E) Parts list with part identification numbers and sources or replacement parts. (2)

(F) Equipment operating modes, cold start, re-start, shutdown and emergency. (1) + (2)

Two copies of all operations and maintenance data shall be submitted.

SC-30 DELETED.

SC-31 DELETED.

SC-32 COMPANY'S LEASE STIPULATIONS:

The Contractor confirms that he has examined the Company's lease with the Royal Commission and agrees to abide by the provisions therein which are within the Contractor's control to do so.

SC-33 DESIGN GUIDELINES:

The Contractor affirms that he has examined the documents "Informational Guide and Design Guidelines for Community Development" for private construction within Madinat Al-Jubail Al-Sinaiyah and agrees to abide by the provisions therein which are within the Contractor's Control to do so.

SC-34 ACCESS PERMIT:

The Contractor affirms (a) that he has examined the Royal Commission's "ACCESS PERMIT" form and its attachment titled "Work Site Rules For Community Building Construction", (b) that it agrees to comply with the provisions therein including those provisions addressed to the "Lessee" and (c) that it agrees that all cost and expense of compliance whether specified for the Contractor or "Lessee" shall be for the Contractor's account and shall be paid by the Contractor.

The Contractor or its sub-contractor must obtain a Work Permit Certificate from the Company's representative before the start of the work. The Contractor must comply with the Company's safety rules.

The Contractor will be required to comply with the Royal Commission handover procedures.

SC-35 LOCAL MATERIAL SOURCES of 84



Contractor shall locate and provide materials acceptable to the Company and the Royal commission. Contractor shall be totally responsible for locating and producing materials meeting the technical specifications. The exploring, testing of samples and developing of such material sources and the cost thereof are the responsibility of Contractor.

No material, regardless of its source, shall be incorporated in the Work, until representative samples taken by Contractor and tested in an approved laboratory or tested by Contractor in the presence of the Royal Commission have been approved and written authority is issued.

SC-36 MAINTENANCE DURING CONSTRUCTION PERIOD

Contractor shall maintain the complete Works during construction period and until Initial Acceptance of the Works. This maintenance shall be done with adequate equipment and forces to ensure that the complete or are kept in satisfactory condition at all times.

SC-37 BARRICADES AND WARNING SIGNS

Contractor shall, at its expense and without further or other order, provide, erect and maintain at all times during the progress or temporary suspension of the Work, suitable barricades, fences, signs or other adequate protection, and shall provide, keep and maintain such warning lights, signals and watchmen as may be necessary or as may be ordered by the Royal Commission or the Company to ensure the safety of the public as well as those engaged in connection with the Work.

Contractor shall furnish and erect all detour and traffic control signs required. Contractor shall furnish all posts, skids, easels and supports, and shall be required to set, move and remove all signs as directed. All signs, barricades and traffic control devices shall be approved by the Royal Commission prior to erection on the project. The cost of furnishing and erection and maintenance of all warning signs and barricades shall be considered included in the Contract Compensation and Contractor will not be paid an additional amount for such work.

Contractor shall erect a temporary fence around the existing contractor for the administration building until work is completed.

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ATTACHMENT “C”

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PRICE AND PAYMENT PROVISIONS

ATTACHMENT “C”


INDEX

ARTICLE DESCRIPTION NUMBER

C-1 COMPENSATION C-2 PAYMENT C-3 CURRENCY AND MANNER OF PAYMENT C-4 RELEASE WITHHELD C-5 ASSIGNMENT OF MONIES C-6 LIQUIDATED DAMAGES FOR DELAY

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C-7 PAYMENT FOR PERMANENT WORKS C-8 FINAL PAYMENT C-9 ADVANCE PAYMENT C-10 DELETED C-11 DELETED C-12 RETENTION C-13 BILLS OF QUANTITIES


Save as hereafter mentioned words and expressions in these Price and Payment Provisions shall have the same meaning as in the Contract of which these Price and Payment Provisions form part.

C-1 COMPENSATION:

The Company shall pay to Contractor the Contract Price set forth in this Contract as compensation in full for performance of the Work, for all responsibilities and obligations of Contractor under this Contract, for all loss damage arising out of the performance of the Work and for all risks of every description connected with the Work, except as may be otherwise expressly provided in this Contract.

C-2 PAYMENT:

The Contract Price shall be paid to the Contractor in accordance with the following payment provisions:

C-2.1 The Contract Price shall be paid to the Contractor on the basis of monthly estimates as the Work proceeds. Such estimates shall be

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prepared by Contractor in the form and manner requested by the Company and shall be submitted for the Company's approval on or about the end of each month covering the amount and value (in terms of the Contract Price) of work performed by Contractor up to the date of such estimate. The estimate may be made by strict measurement or by estimate or partly by one method and partly by the other. Estimates shall be based on cumulative total quantities of Work performed and shall not include materials or equipment not incorporated into the Permanent Works, except as otherwise expressly provided herein or authorized by the Company during the course of performance of the Work. The quantity of Work to be paid for under any item set forth in the Schedule of Prices shall be the amount or number approved by the Company of units of Work completed in accordance with the Contract.

C-2.2 Contractor shall make surveys necessary for determining quantities of Work to be paid for hereunder. Copies of field notes, computations, and other records made by Contractor for the purpose of determining quantities shall be furnished to the Company upon request. Contractor shall notify the Company in writing prior to the time any survey is made, and the Company, at its discretion, may arrange to have a representative present to witness and verify such survey.

C-2.3 Measurements and computations shall be made by such methods as the Company may consider appropriate for the class of Work measured.

C-2.4 Monthly Statement:

On the dates agreed with the Company the Contractor shall prepare and submit in triplicate a detailed statement to the Company, in the form and manner agreed to by the Company setting out the total amount of completed works as set out above. The Contractor shall notify the Company in writing prior to the time the survey is to be made in order that the Company, at its discretion, may arrange to witness and verify such survey. Copies of the Field Notes, computerizations and other records made by Contractor for the purpose of determining the quantity of such Work shall be furnished to the Company upon request.

C-2.5 Company Review/Payment:

a) Review by the Company of Contractor's statement shall be completed within ten (10) days of its receipt, and a copy of the statement as modified or approved shall be returned to

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Contractor. Contractor shall thereupon submit to the Company and invoice prepared in the form and manner designated by the Company, reflecting the amount of the approved statement. Contractor shall also provide with each invoice a forecast of the amounts of its future invoices to be submitted to the Company with the following three (3) months.

b) Within fifteen (15) days of receipt of an approved invoice the Company shall pay the Contractor the approved invoice amount less any amounts to be deducted there from in accordance with the Terms and Conditions of this Contract.

C-2.6 Payment Provisions

Before payment of the first progress payment can be approved, the Contractor shall submit and have approval from the Company of the following documents:

a: Detailed Procurement Plan and Schedule.

b: Detailed Construction Schedule.

c: Construction Inspection Plan.

d: Security Plan.

e: Fire Prevention Plan.

f: Health and Safety Plan.

g: Materials and Inventory Plan.

k: Anticipated Overall Cash Flow based upon a detailed Construction Schedule.

C-3 CURRENCY AND MANNER OF PAYMENT:

The Contract Price shall be paid to the Contractor by Cheque made payable to the Contractor in Saudi Riyals and drawn on a Saudi Arabian bank designated by the Company.

C-4 RELEASE WITHHELD:

As a condition precedent to making any payments to the Contractor hereunder, the Company may require the Contractor to submit complete waivers and releases of any and all claims of any person, firm or corporation supplying labour, services, equipment or materials in connection with or in

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any way related to the performance of the Work. Upon request, Contractor shall also furnish acceptable evidence that all such claims have been satisfied.

In addition, any amounts otherwise payable to the Contractor hereunder, may be withheld, in whole or in part, by the Company, if:

(a) Any claims are filed against the Contractor by the Company or third parties, or if the Company is required to withhold such amounts by the Government of Saudi Arabia pursuant to the laws and regulations of the Kingdom of Saudi Arabia; or

(b) The Contractor is in default of any of the terms or conditions of this Contract; or

(c) There is reasonable doubt that this Contract can be completed within the time specified or for the balance of the Contract Price then unpaid.

If the foregoing causes for withholding are removed to the satisfaction of the Company, the withheld payments shall forthwith be made. If such causes are not promptly removed after written notice to the Contractor, the Company may rectify the same at the Contractor's expense and deduct all costs and expenses incurred thereby from such withheld payments of from any other monies due, or which may become due to the Contractor. If the amount of such withheld payments or other monies due to the Contractor under this Contract is insufficient to meet such costs, or if any claim against the Contractor is discharged by the Company after final payment is made, the Contractor and its guarantors or sureties, if any, shall promptly pay the Company all costs incurred thereby regardless of when such claims arose or whether such claim imposed a lien upon the Permanent Works or the real property upon which the Permanent Works are situated.

C-5 ASSIGNMENT OF MONIES

The Contractor shall not assign monies due or to become due to it under the Contract without the prior written consent of the Company such consent not to be unreasonably withheld. In the event that the Company has consented to such assignment of monies written notice shall be given by the Contractor to the Company at least 15 days before payment is due identifying the payment to be made, stipulating in whose favour the payment is to be made and releasing and holding harmless the Company from any liability arising from the Company making payment in accordance with the terms of such notice. Such notice shall be in addition to any previous notice of assignment given to the Company and shall be in such form, contain such terms and be given by such parties as the Company may require. Any assignment of monies shall be subject to all

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proper set offs in favour of the Company and to all deductions and withholding provisions provided for in the Contract.

C-6 LIQUIDATED DAMAGES FOR DELAY

The contract price will be reduced as liquidated damages to Company for delay, by 2% per week for each week that the works are not completed in accordance with the date stipulated for completion of the works, to a maximum of Ten Percent (10%) of the Contract Sum.

C-7 PAYMENT FOR PERMANENT WORK

Upon issuance by the Company of the Certificate of Initial Acceptance, of all permanent works completed under this Contract, Contractor shall submit an estimate in writing for the Company approval of the amount and value (in terms of the Contract Price) of all Work completed under this Contract Upon the Company's approval of such estimate, Contractor shall prepare and submit its final invoice for all permanent works completed in accordance with the approved estimate. Unless otherwise specified by applicable laws or regulations of the Kingdom, the Company shall, within forty-five (45) days following receipt of such invoice, pay to Contractor all amounts remaining due, including the aggregate of all amounts retained by the Company from previous progress payments; provided that Contractor shall have satisfactorily met all the requirements for this payment, including the submission with its invoice of a copy of a current certificate, which shall remain current until the date on which this payment shall be made, showing Contractor's good standing with the Zakat and Income Tax Departments, and where required, of an amendment to the Performance Security by an appropriate amount so that the amended value of the Performance Security is not less than Five (5%) percent of the final Contract Price for the permanent works and provided further that Contractor, and any assignee of Contractor whose assignment is in effect at the time of this payment, shall have furnished the Company with an indemnity and release from all claims arising under or by virtue of this Contract, except such claims, if any, as may with the consent of the Company be specifically excepted from the operation of the indemnity and release in stated amounts to be set forth therein.

C-8 FINAL PAYMENT

Upon issuance by the Company of the Certificate of Final Acceptance. Contractor shall submit to the Company its final invoice covering the balance of all amounts remaining due hereunder. Such invoice shall be submitted in the same form and manner, as Contractor's previous invoices.

Unless otherwise specified by applicable laws or regulations of the Kingdom.

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Company shall, within Thirty (30) days following the receipt of such invoice pay the Contractor all amounts remaining due, provided that Contractor shall have satisfactorily met all the requirements for final payment, including the submission with its final invoice of a copy of a certificate, current as of the date of the Certificate of Maintenance, showing Contractors good standing with the Zakat and Income tax Department and provided further that Contractor, and any assignee of Contractor whose assignment is in effect at the time of final payment, shall have furnished the Company with an indemnity and release from all claims arising under or by virtue of this Contract, except such claims, if any, as may with the consent of the Company be specifically excepted from the operation of the indemnity and release in stated amounts to be set forth therein.

C-9 ADVANCE PAYMENT:

An advance, payment of five percent (5%) of the Contract Price may be paid by the Company to the Contractor subject to the following terms and conditions:

(a) The Contractor shall use such advance payment monies only for payment of obligations associated with mobilization for performance of this Contract.

(b) Prior to the first request for advance payment and as a condition of payment against this request, the Contractor shall furnish to the Company a security for such advance payment in a form of a bank bond in an amount equal to the total cash advance.

Such security shall remain valid for the entire period during which all or any part of the advance has not been repaid to the Company, provided only that the amount of such security may be reduced from time to time to an amount equal to or exceeding the amount of the advance payment still outstanding as of the Contractor's last invoice paid by the Company.

(c) The total amount advanced to the Contractor shall be repaid to the Company in increments by the Contractor deducting from each invoice submitted to the Company in accordance with the Price and Payment Provisions of the Contract, five percent (5%) of the net amount otherwise due and payable under the invoice, until the entire amount of the advance has been repaid. Any outstanding amount of advance payment not repaid prior to completion of the Work shall be deducted from the final payment.

(d) When the entire advance payment has been repaid to the Company, the Contractor shall notify the Company accordingly in writing and

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the Company shall return the Advance Payment Security to the Contractor.

C-10 DELETED

C-11 DELETED

C-12 RETENTION:

Retention will be calculated and deducted from each payment in the following manner:

(a) Value of Work properly executed, before the adjustment, if any, for an advance payment of ___________________________.

Retention will be released and adjusted against the appropriate payments in the following manner:

(a) Upon initial acceptance by the Company of the whole of the Work at the rate of 5% of the value of work completed reducing to 2 ½% during the warranty period.

(b) Upon final acceptance by the Company of the whole of the Contract at the end of the Warranty Period and receipt of Final Zakat Certificate.

(c) The limit of retention fund will be 10% of the total Contract Value.

C-13 BILL OF QUANTITIES

The Bills of quantities have been prepared to assist the Bidder in pricing the Project. It must however be noted that this contract is on a Lump Sum Price for carrying out the whole construction works as shown on the drawings and described in the Specifications and Scope of Work.

As stated in the Contract the BILLS OF QUANTITIES are provided to assist the Owner in evaluating and awarding the Contract and for monthly valuation purposes.

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ATTACHMENT “D”

Construction Scope of Work

The proposed ----------- consists of the following:

1 ----------------- consisting of , production area/clean.

2 External Site Works, Service utilities, boundary walls, Fences, Fire Water Tanks & Pumps, roadways & parking and open storage areas. All connections to R.C., S.E.C Marafiq Services stub outs.

The overall layout of the facilities are shown on drawing# CE-001.

1.0 External Works (Outside Site Boundary)

i) Supply and install all necessary main Electrical, Telephone and water supplies complete with all necessary appurtenances to the connection location at the Boundary wall, including all wiring, conduits and the like to complete the system.

ii) Construction of main Acess Road to connect with existing Roadway complete with Kerbs, Pavers, Ramps etc.

iii) All conections to SEC, STC and Water Authority.

2.0 External Works (Within Site Boundary).

i) Supply, placing and completion of all required fill materials as specified and finishing to required grade levels falls.

ii) Excavation, construction of foundations and ground beams, reinforced C.M.U. wall with finishes as indicated on the drawings.

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iii) Construction of all services lines (Potable water, Sanitary Waste drains, Irrigation lines, Electrical services, including supplies to lighting, Telephone services, etc.) including valve boxes clean out etc., all in accordance with drawings, B/Q and specifications.

3.0 Building Construction

i) Supply and install all materials, fixtures and fitting as described on the contract drawings and detailed in the Bill of Quantities and Specification.

4.0 Cranes

Installation of all cranes and Weight Bridge supplied by owner

5.0 Dewatering

Dewatering of the boiler is included. Dewatering discharge request to Royal Commission will be arrange by Contractor.

6.0 Machines on Site

The Contractor should take into consideration and make necessary provision that all machines & equipments will start coming on site after 6 month of starting of work.

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SECTION 2

FORM OF CONTRACT

This Contract is entered this _______________________________ day __________________between:

. (Herein after called the “Owner”) having its principal place of business at :P.O. Box

and

_________________________________________(Herein after called the “Contractor”, having its Principal place of business at :

It has been agreed as follows:-

Article 1: The Contractor undertake to perform for the Owner all the Work as defined and detailed in this Contract according to all its provision.

Article 2: This Contract consist of :-

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Section 1. Instructions to Tenderers and Form of Tender Forms and Appendices

Section 1B Construction Scope of workSection 2 Form of Contract Section 3A General ConditionsSection 3B Special ConditionsSection 4 Preliminaries

Article 3: Incase of conflict between any of the above documents the following order of precedence shall be followed:-

1. Attachment ‘3B’ - Special Conditions 2. Attachment ‘3A’ - General Conditions 3. Attachment ‘4’ - Prelimenaries 4. Drawings 5. Attachment ‘1B’ - Construction Scope of Work 6. Bills of Quantities 7. Geotechnical & Topographical Survey

Article 4: As full consideration for the satisfactory completion and performance by the contractor of this Contract, the owner shall pay to the contractor the sum as specified in clause 10 of the Special Conditions hereof.

In Witness Whereof, Owner and Contractor have caused this Contract to be executed in duplicate, each of which shall be considered an original, as of the day and year first above written.

On behalf of . On behalf of. ___________________ ___________________

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Date : _______________________ Date : _______________________

SECTION 2C

FORM OF “PERFORMANCE BOND”

To :

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Sir,

1.0

2.0

3.0

In view of the Contract which will be concluded between of the one part and Mr. / Messrs_____________________________(Contractor ) of the other part, in accordance with the conditions of the said Contract, the contents of which we hereby declare to have noted, we the undersigned, responsible officials and representatives of the __________________________________________________________________________Situated in ____________________________________who are authorized to sign on its behalf and to give undertakings in its name hereby declare that we hold at your disposal the sum of SR__________________________________________________________________________________________________as a surety.

This Surety shall be free of interest and payable to you in cash on your demand in the manner ordered, without the Contractor or any person on his behalf or ourselves having the right to suspend or delay payment or to object thereto for any reason whatsoever.

This undertaking shall remain in force for the period and subject to the conditions stipulated in the Conditions of Contract and Tender documents for Proposed Works.

For and on behalf of the

Bank____________________________ Date_____________________________

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