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CONTRACT NO.

6600029563 (IK)

SCHEDULE "A"

GENERAL TERMS AND CONDITIONS

TABLE OF CONTENTS

1. Definitions
2. CONTRACTOR Obligations
3. CONTRACTOR Personnel
4. CONTRACTOR Equipment
5. CONTRACTOR WORK Site Responsibility
6. Local Conditions
7. SAUDI ARAMCO Obligations
8. WORK Schedule and Progress Reports
9. WORK Commencement, Prosecution and Completion
10. Changes
11. Warranties and Remedy of Defects
12. Standards, Drawings and Specifications
13. Subcontracts
14. Standby Time
15. Distribution of Risks
16. Insurance
17. Environmental Impact
18. Title to Designs, Confidential Information and Patents
19. Claims Settlement; Disputes
20. Conflict of Interest
21. Suspension of WORK
22. Termination at SAUDI ARAMCO Convenience
23. Termination by SAUDI ARAMCO for Cause
24. Termination by CONTRACTOR
25. CONTRACTOR's Obligations Upon Suspension or Termination
26. Force Majeure
27. Publicity Releases
28. Arabic Translation
29. Government Relations Activities
30. General Provisions
31. CONTRACTOR’s Obligations to Compensate its Personnel
32. CONTRACTOR Vehicle Stickers and ID Cards

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CONTRACT NO. 6600029563 (IK)

SCHEDULE "A"

GENERAL TERMS AND CONDITIONS

1. DEFINITIONS

1.1 "Amendment" means any written alteration of this Contract expressly


designated as an amendment and signed by both parties. All Amendments
must be signed on behalf of Saudi Aramco, by the contract signatory or the
incumbent of the contract signatory's position.

1.2 "Company Representative" means a party or parties duly authorized by


SAUDI ARAMCO to act on behalf of SAUDI ARAMCO, with whom
CONTRACTOR may consult at all reasonable times, and whose instructions,
requests and decisions shall be binding on SAUDI ARAMCO as to all
matters pertaining to this Contract.

1.3 "Contractor Representative" means a party or parties duly authorized by


CONTRACTOR to act on behalf of CONTRACTOR, with whom SAUDI
ARAMCO may consult at all reasonable times, and whose instructions,
requests, and decisions shall be binding on CONTRACTOR as to all matters
pertaining to this Contract.

1.4 "Affiliated Contractor" means CONTRACTOR's affiliated company


responsible for performing services related to the FACILITIES outside of
Saudi Arabia under a separate agreement.

1.5 "FACILITIES" means the structures or items being constructed by


CONTRACTOR pursuant to this Contract.

1.6 "WORK" means all the work and services to be performed by


CONTRACTOR pursuant to this Contract.

1.7 "WORK Site" means all locations at which CONTRACTOR performs any
portion of the WORK.

1.8 The "Scheduled Completion Date" means the agreed date set forth in
Schedule "B" upon which the CONTRACTOR shall achieve Mechanical
Completion.

1.9 "Mechanical Completion" is defined in Paragraph 9.3.

1.10 "Critical Milestone Dates" means the agreed dates set forth in Schedule "B",
by which specified portions of the WORK are to be completed.

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1.11 "Project Completion" shall be achieved when all Exception Items have been
completed or corrected by CONTRACTOR.
1.12 "Software" means all computer programs, procedures, rules and design
matter (e.g., flow charts, logic diagrams, and all other design documentation)
to be provided by CONTRACTOR under this Contract, including but not
limited to source code, file and design layout, configuration data elements,
assembler or compiler output, binary machine usable code, and user
manuals.
1.13 "Computer System" means hardware and associated Software to be
provided by CONTRACTOR under this Contract.
1.14 All dates and periods shall refer to the Gregorian calendar but the
corresponding Hijrah dates shall be provided.
1.15 “Licensor” and “Licensor’s Data” shall mean, respectively, the owner of a
proprietary process who has licensed to SAUDI ARAMCO the right to use
that process in the FACILITIES, and the designs, specifications, and
drawings related to the licensed process.

2. CONTRACTOR OBLIGATIONS
CONTRACTOR shall, in accordance with and subject to the terms and conditions of
this Contract, and, in particular, in conformity with Schedule "B":
2.1 Assist as necessary in the Affiliated Contractor's review of the drawings,
specifications and standards described in Paragraphs 12.1.8 through
12.1.17 of this Schedule ("SAUDI ARAMCO-provided Preliminary Design") to
ensure that it does not conflict with another drawing, specification or
standard referenced in this Contract.
2.1.1 Should the Affiliated Contractor notify SAUDI ARAMCO's affiliate of
such a conflict within six months after the effective date of their
agreement, and the resolution of such a conflict in accordance with
Paragraph 12.1 of this Schedule would result in increased cost,
SAUDI ARAMCO shall have the right to require that CONTRACTOR
implement either: a) the more expensive drawing, specification or
standard, in which case SAUDI ARAMCO shall issue a Change
Order which compensates CONTRACTOR for the increased cost; or
b) the less expensive drawing, specification or standard, without
additional compensation. CONTRACTOR shall be entitled to no
additional compensation for such conflicts discovered more than six
(6) months after the effective date of the agreement between the
Affiliated Contractor and SAUDI ARAMCO's affiliate.

2.1.2 If at any time the resolution of such a conflict in accordance with

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Paragraph 12.1 of this Schedule would result in decreased cost;
SAUDI ARAMCO shall have the right to require that CONTRACTOR
implement the more expensive drawing, specification or standard,
without additional compensation.

2.2 Construct and conduct final testing, inspection and checkout of the
FACILITIES.

2.3 Provide CONTRACTOR-supplied permanent materials and spare parts for


the FACILITIES, including but not limited to, procurement, fabrication,
inspection, expediting, customs clearance and transportation.

2.4 Provide commissioning and start-up assistance.

2.5 Perform quality management and inspection activities in design, engineering,


procurement, fabrication/construction, testing and precommissioning.

2.6 Provide support facilities, machinery, construction plant and equipment


required to perform the WORK ("CONTRACTOR's equipment").

2.7 Provide all of the labor and supervision required to perform the WORK
("CONTRACTOR's personnel").

2.8 Obtain all permits, licenses and other governmental authorizations, which
are necessary for the performance of the WORK except for those which
must be obtained in SAUDI ARAMCO's name.

2.9 Provide proper security at the WORK Site and at CONTRACTOR's materials
yard acceptable to SAUDI ARAMCO.

2.10 Provide "as built" drawings and project record books, all in the English
language, to facilitate operation and maintenance of the FACILITIES.

2.11 Participate in regular WORK progress meetings to be scheduled by the


Company Representative.

2.12 Appoint one or more Contractor Representatives for the duration of the
WORK. At least one Contractor Representative able to speak, read, and
write English and able to read and interpret drawings and specifications shall
be present at the principal location(s) where the WORK is being performed.

2.13 Perform all other obligations, work and services and furnish all other things
which are required by the terms of this Contract or which can reasonably be
inferred from the terms of this Contract as being necessary for the
successful and timely completion of the WORK.

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3. CONTRACTOR PERSONNEL

3.1 CONTRACTOR warrants that it has sufficient competent and fully qualified
personnel to execute the WORK in the manner and within the time required
by this Contract.

3.2 In obtaining additional personnel to supplement its permanent staff in the


performance of the WORK, CONTRACTOR shall give priority to qualified
Saudi Arab nationals and shall ensure that all its subcontractors, at whatever
tier, do the same.

3.3 If CONTRACTOR is unable to obtain sufficient numbers of qualified Saudi


Arab nationals to satisfy its requirements for the performance of the WORK,
CONTRACTOR shall obtain the additional personnel required by recruiting
them outside Saudi Arabia.

3.4 CONTRACTOR's expatriate personnel shall obtain the required passports,


visas, and permits necessary to gain entrance into and to exit from Saudi
Arabia.

3.5 CONTRACTOR shall not, during the course of the WORK, offer employment
to any Saudi Arab national who is at such time an employee of SAUDI
ARAMCO, without SAUDI ARAMCO's prior written consent.

3.6 All of CONTRACTOR's personnel and its subcontractors' personnel shall


have in their possession all required and properly validated licenses or
certificates prescribed by the Saudi Arab Government or SAUDI ARAMCO
as being necessary for the performance of those aspects of the WORK to
which they are assigned.

3.7 CONTRACTOR's personnel and the personnel of its subcontractors shall


comply with all applicable rules and instructions issued by SAUDI ARAMCO
and with generally acceptable standards of conduct for expatriate personnel
living and working in Saudi Arabia. Upon SAUDI ARAMCO's written
request, CONTRACTOR shall, at its own expense, remove from involvement
with or performance of the WORK and replace at its own cost and expense
any CONTRACTOR or subcontractor personnel who fail to comply with the
foregoing rules and instructions.

3.8 If not accomplished before the effective date of this Contract, within thirty
(30) days thereafter, CONTRACTOR shall submit to Company
Representative an organization chart for the WORK. Key personnel as
designated in the chart shall be assigned to the WORK and shall not be
removed or reassigned without SAUDI ARAMCO's prior written permission.

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3.9 Upon SAUDI ARAMCO's written request, CONTRACTOR shall remove from
involvement with or performance of the WORK and replace at its own cost
and expense any CONTRACTOR personnel determined to be unsuitable by
SAUDI ARAMCO.

3.10 CONTRACTOR agrees to defend, indemnify, and hold SAUDI ARAMCO


harmless from any expense, loss, damage, fine or penalty incurred by,
assessed against or demanded from SAUDI ARAMCO as a result of
CONTRACTOR's or any subcontractor's failure to fulfill the obligations set
forth in this Paragraph 3.

4. CONTRACTOR EQUIPMENT

All of CONTRACTOR's equipment and the equipment of its subcontractors shall be


suitable for the safe and efficient performance of the WORK. All such equipment
shall be subject to inspection from time to time by SAUDI ARAMCO. Any such
equipment which is found to be in an unsafe condition shall be promptly removed
from the WORK by CONTRACTOR and replaced or repaired without additional cost
to SAUDI ARAMCO and without delay in completion of the FACILITIES.

5. CONTRACTOR WORK SITE RESPONSIBILITY

5.1 The establishment or construction by CONTRACTOR of all WORK-related


storage areas and temporary structures on or adjacent to SAUDI ARAMCO
premises must be authorized in advance by SAUDI ARAMCO and shall be
confined to areas specified by SAUDI ARAMCO. Authorized temporary
structures shall be provided by CONTRACTOR at its own expense. If not
accomplished prior to the effective date of this Contract, promptly thereafter,
CONTRACTOR shall submit to Company Representative, for SAUDI
ARAMCO's review, a plan for proposed ancillary site facilities required by
CONTRACTOR during performance of the WORK. This plan shall include,
but not be limited to, materials and equipment storage facilities, site offices,
sanitary facilities, vehicle parking areas, temporary electrical supply locations
and trash collection areas, including proposed locations for each.

5.2 CONTRACTOR shall preserve and protect the environment at and adjacent
to the WORK site.

5.3 Except as may be otherwise provided in Schedule "B", CONTRACTOR shall


protect from damage all existing structures, improvements or utilities at or
near the WORK Site, and shall repair and restore any damage thereto
resulting from CONTRACTOR's failure to exercise reasonable care in
protecting the same during CONTRACTOR's performance of the WORK.

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If CONTRACTOR fails or refuses to promptly repair any such damage,
SAUDI ARAMCO may perform such repairs, or have them performed by
others. Paragraph 15.2 shall control with respect to CONTRACTOR's
financial liability arising from or related to such damage.

5.4 CONTRACTOR shall provide and maintain for its personnel ample toilet
facilities at the WORK Site in accordance with applicable SAUDI ARAMCO
standards and specifications and current Saudi Arabian Government
regulations. Sanitary facilities shall be operational at all times while there
are personnel on the WORK Site.

5.5 Where applicable, all of CONTRACTOR's personnel and those of its visitors,
agents and subcontractors shall wear an identification card issued by SAUDI
ARAMCO on their outer garments whenever on the WORK site. Such
identification cards remain the property of SAUDI ARAMCO and
CONTRACTOR shall return them to SAUDI ARAMCO upon Project
Completion, or upon demand by Company Representative.

5.6 CONTRACTOR shall at all times keep the WORK Site neat, clean and free
of waste material and rubbish. CONTRACTOR shall, at the direction of
SAUDI ARAMCO, promptly remove from the WORK Site any surplus
equipment and materials not required for the WORK. Before completion of
the WORK and before final payment is made, CONTRACTOR shall, unless
otherwise provided in this Contract, at SAUDI ARAMCO's direction, remove
from the WORK Site at CONTRACTOR's expense all equipment, temporary
structures, rubbish, unused materials and other such items. In the event of
CONTRACTOR's failure to discharge the foregoing obligation, SAUDI
ARAMCO may accomplish the same or have it accomplished by others, all at
CONTRACTOR's expense.

5.7 It is understood that SAUDI ARAMCO may itself perform work at or near the
WORK Site, or have such work performed by others. CONTRACTOR
agrees to cooperate fully with SAUDI ARAMCO or any other contractor
performing such work, and not to interfere with the performance of such
work.

6. LOCAL CONDITIONS

6.1 CONTRACTOR acknowledges that it has thoroughly investigated, or has


had the opportunity to do so, and satisfied itself as to all general and local
conditions affecting the WORK, including, but not limited to: transportation
and access to the WORK Site, including the availability and conditions of
roads; topography and ground surface conditions at the WORK Site,
including the nature and quantity of surface and subsurface conditions,
materials or obstacles to be encountered to the extent such conditions are

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not latent or concealed; disposal, handling and storage of materials;
availability and quality of labor, water and electric power, climatic conditions,
tides and ground water; and equipment, machinery and materials required by
CONTRACTOR prior to and during performance of the WORK. The failure
of CONTRACTOR to acquaint itself with these conditions will not entitle
CONTRACTOR to any additional compensation and will not relieve it from
the responsibility for meeting the Scheduled Completion Date or the Critical
Milestone Dates.

6.2 Should actual subsurface or other unknown physical conditions encountered


in the performance of the WORK differ materially from either the conditions
indicated in this Contract or the conditions which could have been
anticipated by an experienced contractor, CONTRACTOR shall promptly,
and before such conditions are altered, notify SAUDI ARAMCO orally,
followed by prompt written confirmation. SAUDI ARAMCO shall promptly
investigate such conditions and, if they will affect CONTRACTOR’s costs or
the Scheduled Completion Date or Critical Milestone Dates, issue a Change
Order pursuant to Paragraph 10 or an Amendment, making appropriate
adjustments.

7. SAUDI ARAMCO OBLIGATIONS

SAUDI ARAMCO shall, in accordance with and subject to the terms and conditions
of this Contract, and, in particular, in conformity with Schedule "B":

7.1 Perform SAUDI ARAMCO procurement responsibilities in accordance with


Schedule "G".

7.2 Obtain all permits, licenses, and other governmental authorizations which
must be obtained in SAUDI ARAMCO's name and which are necessary for
the performance of the WORK.

7.3 Allow CONTRACTOR access, subject to SAUDI ARAMCO's normal security


control and safety procedures, to the WORK Site as required for the orderly
performance of the WORK.

7.4 Obtain any rights-of-way that are determined by SAUDI ARAMCO to be


required for the performance of the WORK.

7.5 Appoint one or more Company Representatives.

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7.6 Perform all other obligations required of it by the terms of this Contract in
such time and manner as to facilitate the orderly prosecution of the WORK.

8. WORK SCHEDULE AND PROGRESS REPORTS

8.1 The CONTRACTOR shall plan, schedule and report WORK progress using
the Critical Path Method (CPM) and an automated scheduling system
reviewed and agreed to by the Company Representative.

8.2 Mobilization Schedule

Within thirty (30) days after this Contract’s effective date CONTRACTOR
shall submit a detailed schedule in a format to be agreed by the Company
Representative defining the CONTRACTOR’s planned activities to be
accomplished during the first one hundred and twenty (120) days after this
Contract’s effective date. This schedule shall be updated weekly until
acceptance of the WORK Schedule by the Company Representative.

8.3 WORK Schedule

Within sixty (60) days after this Contract’s effective date, CONTRACTOR
shall submit for SAUDI ARAMCO’s review CONTRACTOR’s WORK
Schedule comprised of a CPM logic network of detailed activities for the
engineering and procurement phases of the WORK and construction
activities at a level of detail necessary to show the CONTRACTOR’s
approach for planning and executing the construction phase of the WORK.
CONTRACTOR shall incorporate detailed construction activities into the
WORK Schedule at least one hundred twenty (120) days prior to start of
construction activities, providing a single integrated network of all phases of
the work. The WORK Schedule shall be updated at least monthly and
CONTRACTOR shall submit both hard copy and electronic files of the
following interrelated documents:

8.3.1 A Detailed Level CPM network logic diagram in precedence diagram


(PDM) format and bargraphs describing all the significant activities to
be accomplished to perform the WORK and their restraints and
dependencies, and with the critical path (zero float) highlighted.
Number of activities and activity durations should be sufficient to
ensure that the scope of work is covered in the WORK Schedule to
the satisfaction of the Company Representative. CONTRACTOR
shall separately list and submit to Company Representative for review

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all activities with a duration of more than twenty-five (25) work days.
Company Representative may, at his sole discretion, require
Contractor to break down activities with durations longer than twenty-
five (25) work days into their component elements of work.

8.3.2 Tabulated lists of WORK Schedule activities containing for each


activity its number, description, discipline, FACILITY area, duration
(original and remaining) in work days, early and late start and finish
dates, total float, percent complete, required man-hours and other
resources, predecessors, and successors; such lists shall be sorted
as required by SAUDI ARAMCO;

8.3.3 A Summary Level CPM time scaled network logic diagram and bar
graphs summarizing the Detailed Level CPM diagram including
restraints and dependencies and showing the Critical Milestone
Dates;

8.3.4 A Milestone Schedule in the form of a bar graph which indicates the
original, revised, and forecasted Critical Milestone Dates and
Scheduled Completion Date, and their current ahead or behind
schedule conditions noted as plus (+) or minus (-) work days;

8.3.4.1 "Original" means Schedule "B" Critical Milestone Dates as


of the effective date of this Contract.

8.3.4.2 "Revised" means Schedule "B" Critical Milestone Dates as


modified by Amendment or Change Order.

8.3.4.3 "Forecasted" means Schedule "B" Critical Milestone Dates


as projected by CONTRACTOR in status reports.

8.3.5 Resources Requirement Forecasts in the form of a series of graphic


displays depicting manpower requirements (original and remaining) by
discipline and type and in the aggregate, in man-hours of effort by
month, and equipment requirements (original and remaining) by
month;

8.3.6 A Narrative Report in a format acceptable to SAUDI ARAMCO,


summarizing each month’s progress, areas of concern, delays and
solutions to the delays, and WORK scheduled to be accomplished in
the next month;

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8.4 The WORK Schedule shall be based upon and incorporate the Critical
Milestone Dates and the Scheduled Completion Date, and shall be regularly
updated or revised and resubmitted to SAUDI ARAMCO for review so that it
accurately reflects actual and forecasted WORK progress, including the
impact of executed Change Orders and Amendments. CONTRACTOR
shall perform the WORK in accordance with the latest SAUDI ARAMCO-
reviewed version of the WORK Schedule, which shall serve as the basis for
WORK progress reporting and schedule controlling and forecasting,
including the determination of CONTRACTOR’s entitlement, if any, to a time
extension under Paragraph 8.9.

8.5 CONTRACTOR shall respond to, and when applicable incorporate, SAUDI
ARAMCO comments on initial and revised WORK Schedule submittals and
resubmit for review the modified WORK Schedule including specific narrative
responses to all SAUDI ARAMCO comments within fifteen (15) days of
receipt of SAUDI ARAMCO comments.

8.6 CONTRACTOR’s failure to submit and update the WORK Schedule as


required in this Paragraph 8 shall entitle SAUDI ARAMCO to withhold
progress payments otherwise due CONTRACTOR until CONTRACTOR
complies with the Paragraph 8.

8.7 CONTRACTOR shall promptly notify SAUDI ARAMCO of any anticipated or


actual slippage in the performance of the WORK as compared to the WORK
Schedule and any currently due time extensions, together with the extended
completion date.

8.8 Upon SAUDI ARAMCO’s request, CONTRACTOR shall provide to SAUDI


ARAMCO all of CONTRACTOR’s calculations and documents supporting the
WORK Schedule and any other related schedules, reports, and forecasts.

8.9 The Critical Milestone Dates and Scheduled Completion Date shall be
adjusted only when necessary to reflect any actual delay in the performance
of a work activity in the critical path either occasioned by force majeure (as
defined in Paragraph 26), or for which SAUDI ARAMCO is responsible under
this Contract. The Critical Milestone Dates and Scheduled Completion Date
shall not be adjusted for delay if the affected activity is not in the critical path
and the duration of the delay does not exceed the activity’s total float as
reflected in the latest reviewed WORK Schedule. The Critical Milestone
Dates shall be adjusted only by Change Order or Amendment and the
Scheduled Completion Date shall be adjusted only by Amendment.

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9. WORK COMMENCEMENT, PROSECUTION AND COMPLETION

9.1 Except for WORK directly related to the actual physical installation of the
FACILITIES, CONTRACTOR shall commence the WORK promptly upon the
effective date of this Contract. CONTRACTOR shall commence the
remaining WORK promptly upon the receipt of a written "Notice to Proceed"
from the Company Representative, which notice shall, provided
CONTRACTOR has complied with all other contractual obligations, be
issued not later than the date specified in Schedule "B". CONTRACTOR
shall prosecute WORK completion with diligence and dispatch so that the
Critical Milestone Dates and Scheduled Completion Date are met and
Exception Items are promptly completed or corrected.
9.2 CONTRACTOR's failure to comply with Paragraph 9.1 above shall, unless
otherwise excused pursuant to this Contract, constitute a substantial breach
of this Contract; provided, however, that failure to achieve any Critical
Milestone Date shall not constitute a substantial breach if CONTRACTOR
promptly develops a revised WORK Schedule which SAUDI ARAMCO
approves and to which CONTRACTOR conforms within seven (7) calendar
days after receipt of SAUDI ARAMCO's approval (or such longer period as
SAUDI ARAMCO may authorize in writing).
9.3 "Mechanical Completion" shall be achieved for the FACILITIES, or any
separable portion thereof, when:
9.3.1 The FACILITIES, or portion thereof, are constructed in strict
compliance with all requirements of this CONTRACT, including the
successful completion of all required inspection, testing, and
precommissioning;
9.3.2 All utility and electric power systems are fully operational;
9.3.3 The WORK Site is in a clean and safe condition, with all surface and
subsea construction debris, equipment, and excess materials
removed; and
9.3.4 SAUDI ARAMCO has issued a Mechanical Completion Acceptance
Notice ("MCAN") for the FACILITIES, or a partial MCAN for any
portion thereof.
9.4 Not less than thirty (30) days prior to the date CONTRACTOR anticipates
Mechanical Completion will be achieved, CONTRACTOR shall notify
Company Representative of the anticipated date. When CONTRACTOR
considers that Mechanical Completion has been achieved, SAUDI ARAMCO
will inspect the FACILITIES as soon as practicable. If the WORK is not in
accord with this Contract, SAUDI ARAMCO shall so notify CONTRACTOR,
specifying the respects in which the WORK is deficient, and CONTRACTOR
shall promptly remedy the deficiency at his expense.

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9.5 SAUDI ARAMCO may, at its option, issue a MCAN or partial MCAN with a
list of items ("Exception Items") which are incomplete, defective or otherwise
not in accordance with this Contract and which do not affect safe and orderly
start-up and operation of the FACILITIES. The issuance of such a notice
shall not relieve CONTRACTOR of its obligation to remobilize, if necessary,
and complete or correct such items at no cost to SAUDI ARAMCO, or
preclude SAUDI ARAMCO from adding additional Exception Items.

9.6 Following the issuance of a MCAN or partial MCAN, CONTRACTOR shall


perform start-up and commissioning assistance by providing labor and
equipment up to the limits set forth in Schedule "B", as directed in writing by
the Company Representative, until the FACILITIES have been successfully
operated, but in no event longer than six (6) months after Mechanical
Completion. Compensation for such WORK shall be paid in accordance
with Schedule "C" unit rates, and shall not be included in the Contract Price.

9.7 SAUDI ARAMCO shall have the right to take possession of, and use for any
purpose, any part of the FACILITIES at any time prior to Mechanical
Completion after so notifying CONTRACTOR. Such taking possession or
use shall not be deemed to be SAUDI ARAMCO's acknowledgement of
Mechanical Completion and shall in no way limit or waive CONTRACTOR's
obligations. If such taking possession or use affects CONTRACTOR's
costs or the time required for completing the WORK, SAUDI ARAMCO will
initiate an Amendment or Change Order making any required adjustment to
the Critical Milestone Dates, the Scheduled Completion Date, or the
compensation due CONTRACTOR. However, should such taking
possession or use result from CONTRACTOR's failure to prosecute the
WORK according to the WORK Schedule, CONTRACTOR shall not be
entitled to any such adjustment.

10. CHANGES

10.1 At any time, the Company Representative may direct CONTRACTOR to


make a change within the general scope of this Contract ("Change") such as,
but not limited to, alterations of the FACILITIES or changes in the sequence
of performance of the WORK, and CONTRACTOR shall perform the WORK
as changed. Such Changes shall be set forth in writing ("Change Order") in
accordance with Paragraph 10.2. Except as provided in Paragraph 10.5,
each Change Order shall be signed by both parties. All WORK involved in
a Change shall be performed in accordance with the terms and conditions of
this Contract, and shall not otherwise affect the existing rights or obligations
of the parties except as expressly provided in this Contract or in a signed
Change Order.

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10.2 In addition to describing the Change, a Change Order shall include:
10.2.1 Any adjustment in the Critical Milestone Dates resulting from the
Change; and
10.2.2 The lump sum price of or the basis for determining any increase in
the compensation due CONTRACTOR or credit due SAUDI
ARAMCO as a result of the Change, if any.
10.3 If a Change may result in a request for an increase in the compensation due
CONTRACTOR, or a request for an adjustment to the Scheduled
Completion Date or Critical Milestone Dates, CONTRACTOR shall promptly
notify the Company Representative orally, followed by prompt written
notification within five (5) working days after SAUDI ARAMCO communicates
the Change. In no event shall CONTRACTOR proceed with the WORK
involved in the Change without a Change Order or an Amendment or an
express written direction to proceed from SAUDI ARAMCO pursuant to
Paragraph 10.5 below. If CONTRACTOR proceeds with the additional
WORK involved in such a Change without a Change Order or an
Amendment, CONTRACTOR shall not be entitled to any additional
compensation for the WORK performed nor to any adjustment of the
Scheduled Completion Date and/or any of the Critical Milestone Dates as a
result of the Change and CONTRACTOR shall be deemed to have
irrevocably waived any claim in relation thereto.
10.4 Compensation for WORK performed under a Change Order, or credit to
SAUDI ARAMCO for WORK deleted by a Change Order shall be calculated
and paid or offset in accordance with Schedule "C".
10.5 Before SAUDI ARAMCO and CONTRACTOR agree to the amount of the
compensation due to CONTRACTOR or credit due to SAUDI ARAMCO
and/or adjustments to the Scheduled Completion Date and/or Critical
Milestone Dates, or agree whether direction from SAUDI ARAMCO
constitutes a Change, SAUDI ARAMCO may direct CONTRACTOR, in
writing, to proceed with the WORK as changed and CONTRACTOR shall
proceed with the WORK. CONTRACTOR's performance of such WORK
shall not prejudice its position that such direction constitutes a Change, that
the Scheduled Completion Date and/or Critical Milestone Dates should be
adjusted, or that CONTRACTOR should receive additional compensation for
such WORK; or SAUDI ARAMCO' position that it is entitled to a credit or that
CONTRACTOR is not entitled to additional compensation or an extension of
time or that the direction does not represent a Change in the WORK. Such
disputes shall be resolved in accordance with Paragraph 19 of this Schedule
“A”.

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CONTRACTOR shall not comply with verbal requests directed at changes in
the WORK. If CONTRACTOR believes that any verbal notice or instruction
received from SAUDI ARAMCO will involve an adjustment to the
compensation due CONTRACTOR, or a request for an adjustment to the
Scheduled Completion Date or Critical Milestone Dates, or integrity of the
WORK, it shall require that the notice or instruction be given in writing and
shall comply with the provisions of Paragraphs 10.1 and 10.2 of this
Schedule. Any costs incurred by CONTRACTOR to perform verbal
changes shall be at the CONTRACTOR’s expense, and CONTRACTOR
shall waive any and all rights to claim from SAUDI ARAMCO for such costs
or additional time to perform the WORK as a result of compliance by
CONTRACTOR with such verbal changes.
10.6 CONTRACTOR shall review and evaluate the SAUDI ARAMCO-provided
Preliminary Design, the FACILITIES performance specifications, and the
other drawings, specifications and standards referenced in this Contract to
identify possible cost reductions. In the event CONTRACTOR identifies
and documents a proposal (“Proposal”) which will result in a net reduction in
SAUDI ARAMCO’s total cost for the design, procurement and construction of
the FACILITIES (“Net Cost Reduction”) and which requires a Change Order
to implement, SAUDI ARAMCO may, in its sole discretion, issue a Change
Order implementing the Proposal. CONTRACTOR’s Proposal shall contain
at least a description of the existing and proposed Contract requirements
and an assessment of the consequences of implementing the Proposal,
including an estimate of the Net Cost Reduction. Should SAUDI ARAMCO
determine, in its sole discretion, to implement the Proposal, the Change
Order price shall include the compensation due CONTRACTOR or credit due
SAUDI ARAMCO as a result of the Change, plus compensation equal to
one-half (fifty percent) of the absolute value of the Net Cost Reduction.
SAUDI ARAMCO’s decision to adopt or reject the Proposal shall be final and
binding on both parties. This Paragraph 10.6 shall not apply to Proposals
that involve the substitution of SAUDI ARAMCO-supplied materials for
CONTRACTOR-supplied materials.
10.7 If SAUDI ARAMCO selects the compensation method described in
Paragraph 2.2.1 of Schedule “C” as the basis for compensation,
CONTRACTOR shall provide SAUDI ARAMCO, along with the Change
Order Price Proposal, a sufficiently detailed breakdown of the proposed
Change Order Price along with copies of all related Vendor/Subcontractor
quotations for the materials/equipment added or any amount of discount or
rebate CONTRACTOR would receive from Vendor(s)/Subcontractor(s),
directly or indirectly, for the said materials/equipment and the cost to be
ultimately incurred by CONTRACTOR, directly or indirectly, after all direct

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and indirect discounts and/or rebates to CONTRACTOR. CONTRACTOR
shall make available all related records and documents for SAUDI ARAMCO
review.

10.8 Notwithstanding Schedule “C”, which provides that WORK performed or


deleted pursuant to a Change Order shall be paid upon completion, SAUDI
ARAMCO shall have the right to elect that the Change Order Price be paid
on a progress or milestone basis by referencing one of the following
subparagraphs on the Change Order, provided the Change Order Price
exceeds $500,000 and the Change will take more than six months to
complete:
10.8.1 CONTRACTOR shall separately invoice SAUDI ARAMCO for the
portion of the Change Order Price allocated to the milestone events
specified on an attachment to the Change Order upon the
achievement of such events, as certified by the Company
Representative’s certification that it is complete.

10.8.2 On or before the tenth day of each Gregorian month during the
progress of the Change, CONTRACTOR shall separately invoice
SAUDI ARAMCO for a proportionate part of the Change Order Price
attributable to work on such Change completed during the preceding
month and not included on previous invoices. CONTRACTOR shall
submit a statement with its invoice signed by Company
Representative, which in reasonable detail, estimates and itemizes
the percentage of the Change completed during the preceding month.
In case of disagreement, Company Representative’s determination as
to the percentage of work on the Change completed shall control.
11. WARRANTIES AND REMEDY OF DEFECTS
11.1 CONTRACTOR warrants (1) that the FACILITIES shall be fabricated and
constructed in accordance with all applicable designs, drawings and
specifications and good and efficient fabrication, construction and craft
practices; (2) that the FACILITIES as fabricated and constructed shall be
free from defects in workmanship and fit for the purposes intended; (3) that
the Computer System shall operate in accordance with the performance and
other criteria contained in Schedule "B"; and (4) that the CONTRACTOR
supplied materials for the FACILITIES shall be merchantable, fit for the
purposes intended, free of defects in design, material, or workmanship, and
conform to the standards and specifications contained in Schedule "B" and
any additional standards and specifications agreed to by SAUDI ARAMCO
and CONTRACTOR. CONTRACTOR does not warrant the FACILITIES
against failure due to faulty operation by SAUDI ARAMCO, conditions of
service more severe than specified in Schedule "B", unsuitability or defect of

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SAUDI ARAMCO-supplied materials which have not been modified, altered
or refurbished by CONTRACTOR, or unsuitability or defect in COMPANY-
Supplied Licensor Data or Licensor process design; provided, however, that
such unsuitability or defect was not reasonably detectable by
CONTRACTOR.
11.2 Any reproducible or documentable recurring error which causes the
Computer System not to operate in accordance with the requirements of
Schedule "B" shall constitute a breach of warranty hereunder. A
reproducible error is defined as a chain of events that can be executed upon
request. A documentable recurring error is an error that appears
repetitively but cannot be reproduced upon request. For purposes of this
warranty, SAUDI ARAMCO will maintain a log in which failures; descriptions
of failures, time and the observing person are recorded. When a given
failure has occurred three (3) times, it shall be deemed a documentable
recurring error.
11.3 If at any time during a one (1) year period after CONTRACTOR corrects or
completes all Exception Items, if any, relating to a MCAN or partial MCAN, it
is discovered that the FACILITIES covered by that MCAN or partial MCAN,
or any of their constituent parts or units, or the incorporated CONTRACTOR
supplied materials, do not meet the foregoing warranties, CONTRACTOR
shall, at no cost to SAUDI ARAMCO, promptly perform or arrange for the
performance of any remedial work required to make the FACILITIES
conform to such warranties, including remobilization to the WORK Site, the
removal of non-conforming WORK, the purchase of replacement materials
originally supplied by CONTRACTOR, and reinstallation as may be
necessary. With respect to any Computer System, CONTRACTOR's
remedial work shall not be considered prompt unless CONTRACTOR
provides a qualified service representative at the installation site within
twenty four (24) hours, after receipt of the necessary travel authorizations
and Saudi Arab Visa, plus reasonable travel time not exceeding two (2) days
if the service representative is not in Saudi Arabia, of CONTRACTOR's
receipt of SAUDI ARAMCO's written notice of warranty claim.
11.4 If CONTRACTOR fails to start or arrange for the start of any remedial work
promptly after receipt of notice from SAUDI ARAMCO to do so, or fails to
perform or cause the performance of such work continuously and with due
diligence to completion, SAUDI ARAMCO may, at its option and without
prejudice to any other rights or remedies which may be available to it,
perform such work either itself or through others at CONTRACTOR's
expense.
11.5 If CONTRACTOR performs remedial work, the provisions of Paragraph 11
shall apply to such work for a period of one (1) year from the date it is
completed. However, the total warranty period shall in no case be extended
beyond two (2) years from the date of Project Completion.
11.6 CONTRACTOR, for SAUDI ARAMCO's benefit, shall obtain a warranty pass-
through statement from its vendors stating substantially that:

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"Seller and Buyer understand that Buyer is contracting with Seller for the
purchase of goods hereunder for ultimate transfer to, and use by, the Saudi
Arabian Oil Company (SAUDI ARAMCO) in Saudi Arabia. Therefore, Seller
agrees that, in any event, all rights of Buyer for any failure to meet
specifications, or for any other breach of warranty shall run to the benefit of
and be fully enforceable by SAUDI ARAMCO."
12. STANDARDS, DRAWINGS AND SPECIFICATIONS
12.1 CONTRACTOR shall keep at the WORK Site a copy of all drawings,
specifications and standards for the FACILITIES. Anything mentioned in
specifications and not shown on drawings, or shown on drawings and not
mentioned in specifications, shall be of like effect as if shown or mentioned
in both. In case of conflict between or within the drawings, specifications or
standards, the matter shall be promptly submitted to Company
Representative, and subject to Paragraph 2.1 of this Schedule, the conflict
shall be resolved in accordance with the following order of precedence:
12.1.1 FACILITIES performance specifications;
12.1.2 SAUDI ARAMCO-provided Waivers;
12.1.3 SAUDI ARAMCO Engineering Standards (SAES's);
12.1.4 SAUDI ARAMCO Materials Systems Specifications (SAMSS's);
12.1.5 SAUDI ARAMCO Standard Drawings;
12.1.6 SAUDI ARAMCO Drafting Manual (SADM);
12.1.7 SAUDI ARAMCO Engineering Procedures (SAEP's);
12.1.8 SAUDI ARAMCO-provided Design Notes;
12.1.9 SAUDI ARAMCO-provided Material Selection Diagrams;
12.1.10 SAUDI ARAMCO-provided Process Flow Diagrams;
12.1.11 SAUDI ARAMCO-provided Heat and Material Balances;
12.1.12 SAUDI ARAMCO-provided Process Piping and Instrument
Diagrams;
12.1.13 SAUDI ARAMCO-provided Equipment Data Sheets;
12.1.14 SAUDI ARAMCO-provided Equipment Technical Specifications;
12.1.15 Other SAUDI ARAMCO-provided Design Specifications;
12.1.16 SAUDI ARAMCO-provided Plot Plans;

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12.1.17 SAUDI ARAMCO-provided Licensor Data; and
12.1.18 Other drawings, specifications or standards referenced in the
Contract. If the conflict is between or within the documents in this
Paragraph 12.1.18, the most stringent drawing, specification or
standard shall control.
12.2 Dimensions and locations of existing and proposed installations and
appurtenances shown on the SAUDI ARAMCO-provided drawings are
approximate only. All dimensions and locations relating to existing and
proposed installations shall be checked by CONTRACTOR at the WORK
Site before starting the WORK.

12.3 During the performance of the WORK, Contractor shall maintain a set of
construction drawings to reflect the current as-built status of the FACILITIES.
Following Mechanical Completion, CONTRACTOR shall furnish to SAUDI
ARAMCO one set of final as-built Computer Aided Drafting Design (CADD)
drawings in full compliance with the SAUDI ARAMCO Drafting Manuals.
CONTRACTOR shall provide such additional types and quantities of
drawings as may be specified in Schedule “B”.

13. SUBCONTRACTS
13.1 Subcontracts for the performance of any portion of the WORK shall be
procured only after CONTRACTOR has received written authorization from
SAUDI ARAMCO that CONTRACTOR may subcontract that portion of the
WORK. If not accomplished prior to the effective date of this Contract, then
promptly thereafter, CONTRACTOR shall prepare and submit to the
Company Representative for SAUDI ARAMCO's approval CONTRACTOR's
subcontracting plan specifically identifying those portions of the WORK
which CONTRACTOR proposes to subcontract. In procuring subcontracts,
CONTRACTOR shall select subcontractors solely on the basis of financial
and technical considerations.

13.2 After receiving SAUDI ARAMCO's written authorization that a portion of the
WORK may be subcontracted, CONTRACTOR shall, before procuring any
subcontract for part or all of that portion of the WORK, submit a notification
to SAUDI ARAMCO containing the following information:

13.2.1 If the proposed subcontractor is a sole proprietorship or partnership,


the name(s) and address(es) of the proprietor or all members of the
partnership, as the case may be.

13.2.2 If the proposed subcontractor is a corporation, the place of its


incorporation or formation and its corporate headquarters.

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13.2.3 The name and address of the proposed subcontractor's principal
bank and a copy of the subcontractor's latest audited financial
statement.

13.2.4 Evidence acceptable to SAUDI ARAMCO of the proposed


subcontractor's safety and technical qualifications to perform the
WORK to be subcontracted.

SAUDI ARAMCO shall, in a timely manner, review the information and,


provided that the proposed subcontractor is, in SAUDI ARAMCO's opinion,
not safety qualified, technically competent, or financially able to perform the
WORK to be subcontracted, SAUDI ARAMCO shall advise CONTRACTOR
in writing of its non-objection to the proposed subcontractor. If SAUDI
ARAMCO objects to the proposed subcontractor, CONTRACTOR shall
either itself accomplish the WORK which would have been performed by the
proposed subcontractor or shall select another subcontractor to which
SAUDI ARAMCO has no objection.
13.3 CONTRACTOR shall ensure that all subcontractors selected by
CONTRACTOR abide by and observe, to the same extent required of
CONTRACTOR, all applicable SAUDI ARAMCO regulations, and
CONTRACTOR agrees to insert or cause to be inserted into all subcontracts
provisions to that effect.

13.4 In the event of any substantial breach of this Contract by CONTRACTOR


and without regard to whether SAUDI ARAMCO terminates this Contract or a
portion of the WORK pursuant to Paragraph 23, CONTRACTOR shall, if
SAUDI ARAMCO requests, assign to SAUDI ARAMCO all of its rights under
all subcontracts entered into by CONTRACTOR, and SAUDI ARAMCO may,
to the extent permitted by applicable law and after prior written notice to
CONTRACTOR, enforce directly against any such subcontractor all rights of
CONTRACTOR under such subcontract. All subcontracts entered into by
CONTRACTOR shall contain a provision whereby the subcontractor agrees
and consents to such assignment by CONTRACTOR to SAUDI ARAMCO.

13.5 CONTRACTOR shall include in every subcontract under this Contract a


provision prohibiting any further subcontracting of any portion of the WORK
by the subcontractor unless the subcontractor first obtains the approval of
CONTRACTOR. CONTRACTOR shall not give such approval without first
obtaining the approval of SAUDI ARAMCO. If SAUDI ARAMCO gives such
approval, CONTRACTOR shall ensure that all further subcontracts entered
into by its subcontractor:

13.5.1 are entered into only after receipt by CONTRACTOR of the


information described in Paragraph 13.2 and CONTRACTOR's

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notification to the subcontractor of its non-objection to the
subcontractor selected on the basis described in Paragraph 13.2;

13.5.2 contain a provision prohibiting any further subcontracting of any


portion of the WORK without first obtaining the approval of
CONTRACTOR, which approval may be given only in accordance
with the provisions of this Paragraph.

13.6 CONTRACTOR shall be fully responsible to SAUDI ARAMCO for the acts
and omissions of all its subcontractors at whatever tier, and their personnel.
CONTRACTOR shall manage, schedule and coordinate the work of all its
subcontractors so as to meet the Scheduled Completion Date and Critical
Milestone Dates. Nothing in this Contract shall create any contractual
relation between SAUDI ARAMCO and any subcontractor unless SAUDI
ARAMCO elects to exercise its rights under Paragraph 13.4. SAUDI
ARAMCO's approval to subcontract any portion of the WORK and SAUDI
ARAMCO's non-objection to CONTRACTOR's subcontractor selection shall
not relieve CONTRACTOR of any of its obligations under this Contract.

14. STANDBY TIME


14.1 SAUDI ARAMCO shall not be liable for or charged by CONTRACTOR for
lost time ("Standby Time") due to CONTRACTOR's inability to supply
materials, equipment and/or personnel, malfunction of CONTRACTOR's
equipment, inclement weather conditions, or, subject to the specific
exceptions in Paragraph 14.3 force majeure. Compensation for Standby
Time shall be payable only for periods in which CONTRACTOR's equipment
or personnel are committed exclusively to the WORK, are ready for
immediate use in the WORK, but cannot be used in performing the WORK
due to circumstances within the sole control of SAUDI ARAMCO; provided,
however, that in all such cases, CONTRACTOR shall, whenever possible,
reschedule such personnel or equipment for use elsewhere so as to
minimize Standby Time.

14.2 CONTRACTOR shall immediately notify Company Representative orally


when CONTRACTOR first anticipates Standby Time may occur, and shall
confirm such notification in writing as soon as practicable. Compensation
for Standby Time shall be payable under the terms of this Contract only for
Standby Time of which SAUDI ARAMCO has been notified as provided
herein. SAUDI ARAMCO reserves the right to reject any request for
compensation for Standby Time in the absence of such timely notice.

14.3 SAUDI ARAMCO shall pay CONTRACTOR's request for compensation for
Standby Time caused by acts of war (declared or undeclared), riots and civil
commotion, hostilities, insurrection or blockades, which occur in the Middle
East.

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14.4 All requests for compensation for Standby Time must be substantiated by
daily time sheets prepared by CONTRACTOR stating the reasons therefor
and submitted to Company Representative for confirmation no later than the
following scheduled work day. Verified Standby Time will be paid for by
SAUDI ARAMCO only if falling on a scheduled work day.

15. DISTRIBUTION OF RISKS


The distribution of risks between SAUDI ARAMCO and CONTRACTOR set forth in
Paragraphs 15.1 through 15.3 hereunder are subject to the specific exclusions set
forth in Paragraph 15.4.

15.1 Property Associated with the FACILITIES


15.1.1 CONTRACTOR shall be responsible for all materials in its custody
until they are delivered to the WORK Site where they will be
incorporated into the FACILITIES. CONTRACTOR shall, up to a
limit of $10,000 per occurrence ($50,000 per occurrence if the loss
or damage occurs offshore), compensate SAUDI ARAMCO for loss
of, or damage to, SAUDI ARAMCO-supplied materials, and shall
hold SAUDI ARAMCO free and harmless from liability for any loss
of, or damage to, materials supplied by CONTRACTOR or third
parties.

15.1.2 Subject to the exclusions set forth in Paragraph 15.1.4, SAUDI


ARAMCO shall be responsible for all materials after they are
delivered to the WORK Site where they will be incorporated into the
FACILITIES; provided that CONTRACTOR shall be responsible for
the first $10,000 per occurrence ($50,000 per occurrence if the loss
or damage occurs offshore) for loss of, or damage to, these
materials.

15.1.3 If prior to Project Completion, all or any part of the FACILITIES are
lost, damaged or destroyed, SAUDI ARAMCO may direct
CONTRACTOR by Change Order to carry out the reconstruction,
repair or replacement WORK, including the removal of debris, and
CONTRACTOR shall promptly undertake the WORK so directed.

Subject to the exclusions set forth in Paragraph 15.1.4, SAUDI


ARAMCO shall compensate CONTRACTOR for such WORK in
accordance with Paragraph 10; provided that: a) CONTRACTOR
shall be responsible for the first $10,000 per occurrence ($50,000
per occurrence if the loss or damage or destruction occurs offshore);
and b) no profit or fee shall be allowed for such WORK if the loss,
damage or destruction is due to the failure of CONTRACTOR

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or its subcontractors or the employees or agents of any of them
having broad supervision or direction of the WORK to observe and
exercise the standard of care necessary to assure that the original
WORK was performed in accordance with sound and generally
accepted engineering and construction practices. To the extent
that SAUDI ARAMCO is not liable for the loss, damage or
destruction under Paragraph 15.1.4, CONTRACTOR shall carry out
the reconstruction, repair or replacement work directed by SAUDI
ARAMCO at CONTRACTOR's sole cost and expense.

15.1.4 In no event shall SAUDI ARAMCO be liable for:

a. cost of making good faulty or defective workmanship or


material not supplied by SAUDI ARAMCO;

b. cost of making good fault, defect, error or omission in design,


plan or specification not provided by SAUDI ARAMCO;

c. electrical or mechanical breakdown or loss of service;

d. wear and tear or gradual deterioration due to rust, corrosion,


erosion or exposure; or

e. loss due to disappearance or shortage where such loss is only


revealed by the making of an inventory;

provided that the foregoing exclusions shall not apply to physical


damage caused by these excluded events.
15.1.5 CONTRACTOR shall release and hold harmless SAUDI ARAMCO,
SAUDI ARAMCO's other contractors, their subcontractors, and the
employees or agents of any of them from liability resulting from loss
of, damage or destruction to CONTRACTOR's or its subcontractors'
tools and equipment (including "Marine Craft" as defined in
Paragraph 16.1.4) , whether owned or rented, and wherever located,
which are used or intended for use in performing the WORK even if
such loss, damage or destruction results from SAUDI ARAMCO's
negligence, or the negligence of SAUDI ARAMCO's other
contractors, their subcontractors, or the employees or agents of any
of them. SAUDI ARAMCO shall release and hold harmless
CONTRACTOR, its subcontractors and the employees or agents of
any of them from liability in excess of $10,000 per occurrence where
such liability results from loss of, damage or destruction to SAUDI
ARAMCO's tools and equipment, whether owned or rented, and
wherever located, which are used or intended for use

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in performing the WORK even if such loss, damage or destruction
results from CONTRACTOR's negligence, or the negligence of
CONTRACTOR's subcontractors, or the personnel or agents of any
of them.
15.1.6 Upon the payment of any claim for which SAUDI ARAMCO is liable
hereunder, SAUDI ARAMCO shall be subrogated to all the rights
and remedies of CONTRACTOR arising out of such claim. The
word "occurrence" shall mean any one loss, disaster or casualty or
series of losses, disasters or casualties arising out of one event. In
respect of the perils of flood, earthquake or windstorm, one event
shall be construed to be all losses arising during a continuous period
of 72 hours.
15.1.7 SAUDI ARAMCO assumes liability for and shall indemnify and hold
CONTRACTOR harmless against loss of, damage to, or destruction
of the FACILITIES, materials incorporated into the FACILITIES, and
materials to be incorporated into the FACILITIES (all of which are
collectively referred to hereafter as “Construction Materials”) to the
extent such loss, destruction or damage is not recoverable under
the CONTRACTOR’s or its subcontractors’ insurance coverage, if
such loss, damage or destruction occurs in the Middle East and is
directly or indirectly caused by or results from: war; invasion; acts of
foreign enemies; hostilities (whether war be declared or not); military
or usurped power; or confiscation, nationalization, requisition or
destruction of or damage to the Construction Materials by or under
the order of any government or public or local authority. In the
event of a claim under this Subparagraph, settlement shall be based
on the cost of repair or replacement, whichever is less, of the
Construction Materials lost, damaged or destroyed with Construction
Materials of like kind and quality (meaning alternative or substitute
by equivalent as distinguished from reproduction or identical) without
deduction for depreciation, but not exceeding the actual expenditure
for repair or replacement. If repair or replacement is not made
within two years from the date of loss, damage or destruction, the
value of such Construction Materials shall be the actual cash value
at the time and place of loss. Construction Materials shall be
considered to be lost if confiscation, nationalization, or requisition
exceeds twelve (12) continuous months.
15.2 SAUDI ARAMCO's Other Property
15.2.1 CONTRACTOR shall compensate SAUDI ARAMCO for loss of or
damage to SAUDI ARAMCO's other property which results from the
negligence or willful misconduct of CONTRACTOR or its
subcontractor in the performance of the WORK. Where such loss
or damage is the result of the joint negligence or willful

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misconduct of CONTRACTOR and/or its subcontractors with any
other party including SAUDI ARAMCO, CONTRACTOR's duty to
compensate SAUDI ARAMCO shall be in proportion to
CONTRACTOR's and its subcontractors' allocable share of such
joint negligence or misconduct.
15.2.2 As used herein, SAUDI ARAMCO's other property shall include, but
not be limited to:
a. SAUDI ARAMCO's units, systems, structures, plant and
equipment existing separately from the FACILITIES;
b. any part of the FACILITIES which is part of the WORK which
has been terminated; and
c. all or any part of the FACILITIES from and after the date
SAUDI ARAMCO assumes custody and control thereof
pursuant to Paragraph 9.7.
15.2.3 Subject to the provisions of Paragraph 17 CONTRACTOR's duty to
compensate SAUDI ARAMCO under Paragraph 15.2.1 shall not
exceed the amount recoverable by CONTRACTOR or its
subcontractors under the insurance required to be carried by
CONTRACTOR and its subcontractors pursuant to Paragraph 16.1
or the amount which would have been recoverable under such
insurance if all conditions, requirements, and warranties imposed on
the insured by the insurer are being or had been met. SAUDI
ARAMCO shall hold CONTRACTOR, its subcontractors and the
personnel or agents of any of them free and harmless from liability
to SAUDI ARAMCO for loss or damage exceeding the amounts so
recoverable.
15.3 Third Parties
15.3.1 CONTRACTOR shall indemnify, defend and hold harmless SAUDI
ARAMCO, its affiliates, and the personnel or agents of any of them
(hereafter individually and collectively referred to as "indemnitee")
from claims, demands, and causes of action asserted against the
indemnitee by any person (including, without limitation,
CONTRACTOR's and indemnitee's employees, CONTRACTOR's
subcontractors and employees of such subcontractors, and any
other third party) for personal injury or death and for loss of or
damage to property and resulting from the negligence or willful
misconduct hereunder of CONTRACTOR, its subcontractors or the
employees or agents of any of them, and except as provided in
Paragraph 15.3.3, without regard to whether any acts or omissions

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of other parties contributed to the personal injury or death, or loss of
or damage to property.
15.3.2 SAUDI ARAMCO shall indemnify, defend and hold harmless
CONTRACTOR and its subcontractors from claims, demands and
causes of action asserted against CONTRACTOR and its
subcontractors by any person (except CONTRACTOR's personnel
and the personnel of CONTRACTOR's subcontractors) for personal
injury or death, or for loss of or damage to property (except
CONTRACTOR's property and the property of CONTRACTOR's
subcontractors), and resulting from the negligence or willful
misconduct hereunder of SAUDI ARAMCO, its employees or agents.
15.3.3 Where personal injury, death or loss of or damage to property
referred to in Paragraphs 15.3.1 or 15.3.2 is the result of the joint
negligence or willful misconduct of SAUDI ARAMCO and any other
party, including CONTRACTOR, CONTRACTOR's duty of
indemnification under Paragraph 15.3.1 shall be diminished by, and
SAUDI ARAMCO's duty of indemnification under Paragraph 15.3.2
shall be limited to, SAUDI ARAMCO's allocable share of such joint
negligence or misconduct.
15.4 Consequential Damages and Criminal Misappropriation
15.4.1 CONTRACTOR, its agents and subcontractors shall not be liable to
SAUDI ARAMCO nor shall SAUDI ARAMCO be liable to
CONTRACTOR, its agents and subcontractors, for any
consequential damages, including but not limited to loss of profit or
products, whether such liability is based, or claimed to be based
upon any breach of either party's obligations under this Contract, or
whether such liability is based, or claimed to be based, upon any
negligent act or omission of a party, its personnel, agents, appointed
representatives or subcontractors.
15.4.2 CONTRACTOR shall indemnify, defend and hold SAUDI ARAMCO
harmless from any and all claims, losses, expenses and damages
arising from or related to any criminal misappropriation or
misapplication by any of CONTRACTOR's personnel of any
property, whether tangible or intangible, occurring during the course
of or in connection with the performance of the WORK.
CONTRACTOR shall obtain similar indemnities running to SAUDI
ARAMCO from each subcontractor.
16. INSURANCE
16.1 CONTRACTOR shall carry and maintain in force at all times during the term
of this Contract the following insurances:

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16.1.1 Workers' Compensation and Employer's Liability

Employer's Liability and such Worker's Compensation Insurance or


similar social insurance as shall be necessary and adequate to
cover all CONTRACTOR's personnel while engaged in the
performance of the WORK under this Contract.

16.1.2 Comprehensive General Liability

Its normal and customary comprehensive general liability insurance


coverage with policy limits of at least one million U. S. Dollars (US
$1,000,000) for personal injury, death or property damage resulting
from each occurrence and covering all of CONTRACTOR's
operations under this Contract. CONTRACTOR represents and
warrants that the aforesaid insurance covers, without limitation, loss
of or damage to SAUDI ARAMCO's other property for which
CONTRACTOR is responsible pursuant to Paragraph 15.2.

16.1.3 Automobile Liability

Automobile liability insurance covering owned, non-owned and hired


motor vehicles, with limits of at least one million U. S. Dollars (US
$1,000,000) for personal injury, death, or property damage resulting
from each occurrence.

16.1.4 Marine Insurance

Marine insurance with policy limits adequate to cover and protect: (i)
the full value of CONTRACTOR's vessels, barges, boats, tugs and
all other marine equipment (hereinafter "Marine Craft"), if any,
engaged in the WORK; (ii) injury to or death of the personnel
engaged in WORK on such Marine Craft and; (iii) any other liability
that may result from the operation of such Marine Craft.

16.2 SAUDI ARAMCO and CONTRACTOR agree that the insurance coverages
listed under Paragraph 16.1 are minimum coverages required to be
purchased by CONTRACTOR under this Contract. Should any loss occur
for which CONTRACTOR is responsible, CONTRACTOR shall, except as
provided in Paragraph 15.2.3, be liable for the full amount of the loss,
including the amount in excess of CONTRACTOR's insurance limits and
including the amount of any deductible specified in CONTRACTOR's
insurance policy.

16.3 If requested by SAUDI ARAMCO, CONTRACTOR shall have its insurance


carrier(s) furnish to SAUDI ARAMCO insurance certificates specifying the
types and amounts of coverage in effect and the expiration dates of each

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policy, and a statement that no insurance will be canceled or materially
changed without thirty (30) days prior written notice to SAUDI ARAMCO. If
requested by SAUDI ARAMCO, CONTRACTOR shall permit SAUDI
ARAMCO to examine the original insurance policies or at SAUDI ARAMCO's
option, CONTRACTOR shall furnish SAUDI ARAMCO with copies of
insurance policies certified by the carrier(s) as being true and complete
copies of the original policies. SAUDI ARAMCO's approval of or non
objection to CONTRACTOR's insurance certificates or policies shall not
relieve CONTRACTOR of any obligation or liability under this Contract.

16.4 In all insurance coverage purchased by CONTRACTOR pursuant to


Paragraph 16.1, CONTRACTOR shall have the insurance carriers waive all
rights of subrogation against SAUDI ARAMCO, its affiliated companies and
any of their officers, directors, employees, agents and appointed
representatives. In addition to the foregoing, and if the provisions of
Paragraph 16.1.4 apply, CONTRACTOR shall have its marine insurance
carriers waive all rights of subrogation against SAUDI ARAMCO's other
contractors, their subcontractors, and the personnel or agents of any of
them. Comprehensive General and Automobile Liability and Marine Liability
Insurance policies shall designate SAUDI ARAMCO as an additional insured
as regards SAUDI ARAMCO's liabilities for WORK performed by
CONTRACTOR pursuant to this Contract. Such policies shall contain a
cross liability clause so that SAUDI ARAMCO and CONTRACTOR are
regarded as third parties to each other.

16.5 If CONTRACTOR subcontracts any part of the WORK, CONTRACTOR shall


not require subcontractors to insure against liability waived by SAUDI
ARAMCO pursuant to Paragraphs 15.1.2, 15.2.3 and 15.4. CONTRACTOR
shall require its subcontractors to maintain insurances specified in the
subcontracts, and shall further require that provisions giving SAUDI
ARAMCO the rights specified in Paragraphs 16.3 and 16.4 be included in
such subcontracts.
17. ENVIRONMENTAL IMPACT
17.1 CONTRACTOR shall use its best efforts to prevent and take all reasonable
precautions to avoid pollution or contamination of the land, air or water
arising out of CONTRACTOR's or its subcontractors' performance of the
WORK. Should there be a discharge or escape of any appreciable quantity
of pollutants or contaminants during the performance of the WORK,
CONTRACTOR shall immediately notify SAUDI ARAMCO so that SAUDI
ARAMCO may take the necessary action to contain, control, recover or
disperse the substance.
17.2 CONTRACTOR assumes all liability for and shall defend, indemnify, and
hold SAUDI ARAMCO harmless from expenses incurred in the control and
removal of, any and all pollution or contamination of the land, air or water
arising from spills or discharges of all solid, liquid and gaseous

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wastes, including but not limited to asbestos, polychlorinated biphenyls
(PCB), chemicals, fuels, lubricants, motor oils, pipe dope, paints, solvents,
bilge, garbage and other like materials wholly in CONTRACTOR's or its
subcontractors' possession and control and directly associated with
CONTRACTOR's or any subcontractor's equipment and facilities.
CONTRACTOR shall defend, indemnify, and hold SAUDI ARAMCO
harmless from all claims, losses, expenses or damages in connection with
such pollution or contamination. CONTRACTOR shall lend every
reasonable assistance to SAUDI ARAMCO in handling, controlling or
cleaning up such pollutants or contaminants.
17.3 Subject to the following proviso, SAUDI ARAMCO assumes liability for and
shall defend, indemnify, and hold CONTRACTOR harmless against all
claims, losses, expenses or damages, to the extent they are not recoverable
under CONTRACTOR's insurance coverage carried pursuant to Paragraph
16.1, both in connection with personal injury, including death, of any person
(except CONTRACTOR's personnel or the personnel of any subcontractor)
and in connection with damage to property (except the property of
CONTRACTOR or any subcontractor or the personnel of either of them)
when the injury, death or damage is caused by pollution or contamination
resulting from the discharge or escape, during the performance of the
WORK, of crude oil or other like pollutants or contaminants, or pollutants or
contaminants other than as provided in Paragraph 17.2. This indemnity
shall be effective whether or not the discharge or escape is caused or
alleged to have been caused in whole or in part by the negligence or default
of CONTRACTOR; provided, however, that this indemnity shall not be
applicable to, and CONTRACTOR shall be solely responsible for, any
claims, losses, expenses or damage arising out of the negligence or default
of CONTRACTOR or any subcontractor up to a maximum of U. S. Dollars
Five Hundred Thousand (US $500,000) in the aggregate in respect of all
such incidents.

17.4 CONTRACTOR shall lend every reasonable assistance to SAUDI ARAMCO


in handling, controlling or cleaning up any discharge or escape of pollutants
or contaminants as provided in Paragraph 17.3. If the discharge or escape
arises out of the negligence or default of CONTRACTOR or any
subcontractor, CONTRACTOR's assistance will be at CONTRACTOR's
expense, up to a maximum of U. S. Dollars One Hundred Thousand
(US$100,000), and such expense shall be borne by CONTRACTOR in
addition to any amounts for which CONTRACTOR may be liable under said
Paragraph 17.3. Costs to CONTRACTOR in excess of such maximum shall
be borne by SAUDI ARAMCO. If the pollution or contamination is not the
result of the negligence or default of CONTRACTOR or any subcontractor,
the costs of such assistance shall be borne by SAUDI ARAMCO.

17.5 At the same time the initial WORK Schedule is prepared as provided in
Paragraph 8.1, CONTRACTOR shall prepare and submit to SAUDI

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ARAMCO a contingency plan designed for use if any appreciable quantity of
pollutants or contaminants should be discharged or escape during the
performance of the WORK. The contingency plan shall include: actions to
be taken should such an incident occur; provisions for the notification of
SAUDI ARAMCO and others; the delegation of responsibility for the direction
(subject always to SAUDI ARAMCO's overall direction and control) of efforts
to contain, control, recover or disperse the pollutants or contaminants; and
safety procedures to be followed.

17.6 CONTRACTOR shall, at SAUDI ARAMCO's direction remove from the work
site (including the sea or sea bed located in Saudi Arabian territorial waters),
at CONTRACTOR's expense all CONTRACTOR equipment (including
incapacitated or sunken vessels) hauled material, temporary structures,
rubbish, unusual materials or other such items. In the event of
CONTRACTOR's failure to discharge the foregoing obligation SAUDI
ARAMCO may accomplish the same or have it accomplished by others, all at
CONTRACTOR's expense.

CONTRACTOR shall comply with regulations issued under or by


international environmental conventions and regulatory bodies which the
Saudi Arab Government has adopted.

18. TITLE TO DESIGNS, CONFIDENTIAL INFORMATION AND PATENTS

18.1 All technical data, standards, specifications, designs, drawings and the like
furnished to CONTRACTOR are and shall continue to be the property of
SAUDI ARAMCO. Neither CONTRACTOR nor any subcontractor shall
reproduce or copy any such materials in whole or in part except as required
to perform the WORK. All such material together with all reproductions or
copies of it shall be returned to SAUDI ARAMCO upon Project Completion or
termination of this Contract.

18.2 Except for such designs, drawings and calculations as are considered
proprietary by CONTRACTOR and of which SAUDI ARAMCO is given notice
as provided below, all designs, drawings and calculations developed by
CONTRACTOR, its subcontractors or suppliers, and all Software initially and
specifically developed by CONTRACTOR or its subcontractors or suppliers,
under this Contract shall at all times be the property of SAUDI ARAMCO.
SAUDI ARAMCO shall have the unlimited and unrestricted right to use or
possess such material for whatever purpose. CONTRACTOR shall not
incorporate or procure any material considered proprietary by
CONTRACTOR or its subcontractors or suppliers into designs or drawings
developed under this Contract without first informing SAUDI ARAMCO of the
nature of the proprietary material and obtaining SAUDI ARAMCO's approval
of its incorporation or its procurement. Unless otherwise directed by

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SAUDI ARAMCO, CONTRACTOR shall keep all designs, drawings and
calculations in a neat and legible manner as required by SAUDI ARAMCO
and, following completion of the WORK, shall surrender the originals of all
material to SAUDI ARAMCO. Except as provided above, no design or
drawing developed under this Contract may be duplicated in whole or in part
by CONTRACTOR without first obtaining the written consent of SAUDI
ARAMCO.

18.3 Except as described in Paragraph 18.2, Software and enhancements


developed by CONTRACTOR or its subcontractors or suppliers for the
Computer System are the property of the CONTRACTOR. An
enhancement is Software which improves the Computer System, but which
is not described in Schedule "B" and not specifically developed for the
Computer System. CONTRACTOR hereby grants SAUDI ARAMCO a
royalty free, non-exclusive, perpetual, nontransferable license to use all such
Software and enhancements on the Computer System and to make copies
of the Software and enhancements for use only with the Computer System.

18.4 If any design, drawing or Software developed under this Contract results in
any device, idea, process, or technology, whether patentable or not, all rights
to that device, idea, process, or technology shall be the property of SAUDI
ARAMCO. Accordingly, CONTRACTOR shall execute any patent
applications, assignments, releases, plans, drawings, papers, and/or
instruments which SAUDI ARAMCO may require in order to fully enjoy the
provisions of this Paragraph; provided, however, that SAUDI ARAMCO shall
reimburse CONTRACTOR for any costs incurred by CONTRACTOR in
assisting SAUDI ARAMCO in the perfection of the latter's rights hereunder.
CONTRACTOR represents that all CONTRACTOR personnel, including
agency personnel, and the personnel of its subcontractors have agreed to
assign to CONTRACTOR all discoveries, inventions and improvements
made.
18.5 Except as authorized in writing by the disclosing party, neither party to this
Contract nor their personnel, agents or any subcontractor shall duplicate,
use, or disclose any information supplied by the disclosing party during the
course of the WORK so long as, and to the extent that, the information does
not become part of the public domain, does not correspond to information
furnished or made known to the other party by a third party without restriction
as to its use, or was not within the other party’s possession at the time of
disclosure by the disclosing party.
18.6 CONTRACTOR shall limit its disclosure of any information supplied by
SAUDI ARAMCO during the course of the WORK to those of its personnel
who require it for the performance of the WORK. If SAUDI ARAMCO
designates any other person who may receive such information,
CONTRACTOR shall obtain from each such person a written agreement

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obligating them with respect to such information to the same extent that
CONTRACTOR is obligated under this Contract.
18.7 CONTRACTOR warrants that any designs, drawings and calculations
developed, any Software developed or procured, and any materials
procured, by CONTRACTOR under this Contract shall not infringe any valid
patent, copyright or trade secret owned or controlled by any other party. As
regards such designs, drawings, calculations, Software, and materials,
CONTRACTOR shall defend, indemnify, and hold SAUDI ARAMCO
harmless from any losses, expenses or damages arising out of or incurred
by reason of any actual or alleged infringement of any patent, copyright or
trade secret. If SAUDI ARAMCO’s right to use such designs, drawings,
calculations, Software, or materials is enjoined as a result of a claim of
infringement, CONTRACTOR shall either procure for SAUDI ARAMCO the
right to use the infringing item, replace the infringing item with a substantially
compatible and functionally equivalent non-infringing item, or remove the
infringing item and compensate SAUDI ARAMCO for the costs associated
with procuring a suitable substitute.
18.8 SAUDI ARAMCO warrants that the use by CONTRACTOR in its
performance of the WORK of the technical data, standards, specifications
and similar information furnished by SAUDI ARAMCO to CONTRACTOR for
use in accomplishing the WORK shall not infringe any valid patent, copyright
or trade secret owned or controlled by any other party. As regards such
information SAUDI ARAMCO shall defend, indemnify, and hold
CONTRACTOR harmless from any losses, expenses or damages arising out
of or incurred by reason of any actual or alleged infringement of any patent,
copyright or trade secret.
18.9 CONTRACTOR agrees that it will not transmit, disclose, ship, export, or re-
export either directly or indirectly any technical data (including but not limited
to models, prototypes, blueprints, operating manuals, or technical services)
furnished to it by SAUDI ARAMCO or its affiliated companies pursuant to this
Contract, or any direct product based on or resulting there from (including
but not limited to equipment, plant, process or service) to: (1) any of the
countries to which the written assurance provisions of the United States
Export Administration Regulations may apply now or in the future, (2) any
other country, entity or destination to which the transmission, disclosure,
shipment, export or re-export of technical data or direct product based on or
resulting therefrom is proscribed under the laws or regulations of the United
States. CONTRACTOR agrees to obtain an undertaking identical in terms
to the foregoing from any subcontractor performing work under this Contract
which is given access to any technical data furnished by SAUDI ARAMCO or
its affiliated companies.
18.10 Any agreements between CONTRACTOR and SAUDI ARAMCO entered
into prior to the effective date of this Contract relating to the secrecy or
confidentiality of information exchanged between CONTRACTOR and

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SAUDI ARAMCO shall survive the execution of this Contract, in accordance
with the terms of such agreements.
18.11 Within thirty (30) days after this Contract's effective date, CONTRACTOR
shall submit to the Company Representative CONTRACTOR's plan
describing how CONTRACTOR will protect SAUDI ARAMCO's confidential
information as required by this Paragraph 18.
19. CLAIMS SETTLEMENT; DISPUTES
19.1 CONTRACTOR shall inform SAUDI ARAMCO, promptly following its
occurrence or discovery, of any item or event which CONTRACTOR knows,
or reasonably should know, may result in a request for an extension of time
for completing the WORK or any separate portion thereof, or for additional or
reduced compensation under this Contract. SAUDI ARAMCO and
CONTRACTOR shall endeavor to satisfactorily resolve the matter. Should
it not be disposed of to CONTRACTOR's satisfaction, CONTRACTOR shall
forthwith deliver a written notice of all elements of the claim in triplicate to
SAUDI ARAMCO at the following address:
The Manager, Contracting Department
Attention: Supervisor, Claims & Contract Control Unit
Saudi Arabian Oil Company
P.O. Box 1500
Dhahran 31311, Saudi Arabia

19.2 Any claim of CONTRACTOR against SAUDI ARAMCO for an extension of


time for completion of the WORK or any separable portion thereof, or for
additional compensation of any kind under this Contract, shall be deemed
conclusively to have been waived by CONTRACTOR unless notice of said
claim is set forth in writing by CONTRACTOR and filed with SAUDI
ARAMCO within thirty (30) days after the conditions which give rise to the
claim become known, or reasonably should have become known, to
CONTRACTOR. Within sixty (60) days after SAUDI ARAMCO's receipt of
the notice of said claim, CONTRACTOR shall file with SAUDI ARAMCO a
written analysis of all elements of the claim accompanied by itemized
supporting data identifying, to the extent practicable, the effect on time for
completion of the WORK or any separable portion thereof and the amount of
additional compensation claimed by CONTRACTOR. Failure by
CONTRACTOR to so file such written analysis with supporting data within
said sixty (60) days period shall be deemed conclusively to be a waiver of all
of CONTRACTOR's rights to any such extension of time for completion or to
additional compensation.

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19.3 Should CONTRACTOR and SAUDI ARAMCO be unable to agree upon a
settlement of any claim, the matter shall be treated as an unresolved dispute
in accordance with Schedule "E".

19.4 Should any dispute arise between SAUDI ARAMCO and CONTRACTOR
during CONTRACTOR's performance of the WORK, CONTRACTOR shall,
unless SAUDI ARAMCO directs otherwise, continue to perform the WORK
and any additional WORK, which SAUDI ARAMCO may direct
CONTRACTOR to perform.

20. CONFLICT OF INTEREST

Except for customary promotional material and occasional business entertainment,


limited in value in any instance to the reasonable cost of a business meal, and
other than as specifically authorized under the terms of this Contract,
CONTRACTOR shall not give, offer, or accept, and warrants that it has not given,
offered or accepted, directly or indirectly any money, personal services, credit or
other thing of value, to or from:
20.1 SAUDI ARAMCO or its affiliated or related companies, or
20.2 Any of their agents, independent contractors or subcontractors, or
20.3 The employees of any of the foregoing,

in order to influence the award of this or any other Contract that has been or may
be awarded by SAUDI ARAMCO, or their terms, performance, administration,
extension or termination.

Any violation of this provision shall constitute a substantial breach of this Contract
which, without prejudice to SAUDI ARAMCO's right to enforce any other remedy
provided by law, shall empower SAUDI ARAMCO to terminate this Contract for
default and claim damages including, but not limited to, any increased costs
incurred by SAUDI ARAMCO as a result of such breach.

21. SUSPENSION OF WORK

21.1 SAUDI ARAMCO may at any time, with or without cause, suspend
performance of the WORK or any part thereof by giving CONTRACTOR
prior notice specifying the WORK to be suspended and the effective date of
such suspension. CONTRACTOR shall cease all activity on suspended
WORK on the effective date of suspension but shall continue to prosecute
any unsuspended WORK. CONTRACTOR shall take all actions necessary
to maintain and safeguard the suspended WORK. SAUDI ARAMCO shall
not be liable for loss of anticipated profits or for any damages or any other
costs incurred with respect to suspended

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WORK during the period of suspension, provided that when the suspension
is without cause, SAUDI ARAMCO shall pay reasonable, auditable and
verifiable costs which:
21.1.1 Are incurred for the purpose of safeguarding the WORK and
materials and equipment in transit to or at the WORK Site;
21.1.2 Are incurred for such CONTRACTOR or subcontractor personnel, or
for such CONTRACTOR or subcontractor equipment, which
CONTRACTOR continues to maintain, at SAUDI ARAMCO's
request, at the WORK Site; or
21.1.3 Are otherwise reasonable and unavoidable costs of suspending the
WORK and of reassembling personnel and equipment.
21.2 SAUDI ARAMCO may, at any time, authorize resumption of all or any part of
the suspended WORK by giving notice to CONTRACTOR specifying the part
of WORK to be resumed and the effective date of the resumption.
Suspended WORK shall be promptly resumed by CONTRACTOR after
receipt of such notice. Upon resumption of the suspended WORK, SAUDI
ARAMCO shall initiate a Change Order pursuant to Paragraph 10 or an
Amendment, as appropriate, describing any required adjustments to the
Scheduled Completion Date, Critical Milestone Dates or compensation to
CONTRACTOR that result from the suspension of the WORK under this
Paragraph.

22. TERMINATION AT SAUDI ARAMCO CONVENIENCE


22.1 SAUDI ARAMCO may at any time and at its sole convenience terminate this
Contract or any part of the WORK by giving written notice to CONTRACTOR
specifying the extent and the effective date of the termination ("Termination
Date"). Should SAUDI ARAMCO terminate this Contract or any part of the
WORK in accordance with this Paragraph 22, CONTRACTOR shall
immediately stop performance of the terminated WORK, and demobilize
within ninety (90) days unless otherwise directed by SAUDI ARAMCO.

22.2 Subject to the provisions of Paragraph 22.3, CONTRACTOR shall accept in


full and final settlement of all CONTRACTOR entitlements of any kind for
performance of terminated WORK up to the Termination Date and arising
from any termination under this Paragraph 22 compensation ("Termination
Compensation") for:

a. All reasonable, auditable and verifiable costs necessarily incurred by


CONTRACTOR on or before the Termination Date attributable to
terminated WORK; and

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b. All reasonable, auditable and verifiable costs necessarily incurred by
CONTRACTOR after the Termination date as a direct result of the
termination including, but not limited to, costs arising from compliance
with CONTRACTOR's obligations in this Paragraph and Paragraph 25;
and
c. An amount equal to ten percent (10%) of the sum of the amounts due
under Paragraphs 22.2a and 22.2b.
22.3 Termination Compensation shall be subject to Schedule "C" retention
requirements, shall be reduced by all amounts previously paid to
CONTRACTOR under Schedule "C" for performance of terminated WORK
before the Termination Date (even if resulting in a credit to SAUDI
ARAMCO), and shall exclude compensation for depreciation, liquidation, the
unexpired portion of leases for capital equipment and facilities, or other
capital costs attributable to WORK not to be performed as a result of the
termination. The amount due under Paragraph 22.2 shall exclude
compensation paid by CONTRACTOR to any affiliated subcontractor or
vendor to settle their entitlements of any kind arising from terminated WORK
to the extent such compensation is not a reasonable, auditable and verifiable
cost of such subcontractor or vendor attributable to terminated WORK.
Specifically, compensation in the nature of Paragraph 22.2c shall not be
reimbursed by SAUDI ARAMCO in respect of such subcontractors or vendor.
The Termination Compensation due under Paragraph 22.2 less reductions
and exclusions under this Paragraph 22.3, shall in no event exceed the
Contract Price less amounts previously paid to CONTRACTOR under
Schedule "C".

a. The term "affiliated" shall mean directly or indirectly controlled by the


CONTRACTOR, any parent entity which ultimately, directly or indirectly,
controls the CONTRACTOR, and any entity controlled by such parent.

b. The term "control" shall mean the possession, directly or indirectly, of a


twenty five percent (25%) or more beneficial ownership interest in
another entity.

22.4 CONTRACTOR shall promptly invoice SAUDI ARAMCO for compensation


due under this Paragraph 22, in the format of amounts due under
Paragraphs 22.2a, 22.2b, and 22.2c, less reductions and exclusions under
Paragraph 22.3. SAUDI ARAMCO shall promptly pay such amounts upon
receipt and verification of CONTRACTOR's invoice. Notwithstanding any
other provision of this Contract, SAUDI ARAMCO shall have the right to audit
all of CONTRACTOR's records for the purpose of verifying compensation
paid for terminated WORK, including lump sum and work unit rate
compensation paid pursuant to Schedule "C".

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23. TERMINATION BY SAUDI ARAMCO FOR CAUSE

23.1 Should CONTRACTOR commit a substantial breach of this Contract, SAUDI


ARAMCO may demand, in writing, that CONTRACTOR comply with the
terms of this Contract. If within ten (10) days after receipt of such a
demand, CONTRACTOR has failed to take satisfactory steps to comply, or if
within thirty (30) days CONTRACTOR has not remedied the breach, SAUDI
ARAMCO may without prejudice to the exercise of any other rights or
remedies which may be available to it, terminate this Contract or any part of
the WORK by giving CONTRACTOR notice to that effect. Should
CONTRACTOR commit an act of bankruptcy, or seek legal or equitable relief
for reasons of insolvency, or become unable to meet its financial obligations,
SAUDI ARAMCO may, without prejudice to the exercise of any other rights
or remedies which may be available to it, terminate this Contract by giving
CONTRACTOR notice to that effect. Termination shall be effective on the
date specified in SAUDI ARAMCO's termination notice but in no event prior
to CONTRACTOR's actual receipt of such notice.

23.2 On the day on which termination under Paragraph 23.1 becomes effective,
CONTRACTOR shall stop performance of the terminated WORK. SAUDI
ARAMCO shall retain all amounts which are then due and payable to
CONTRACTOR plus reimbursements due CONTRACTOR for its reasonable
and auditable costs incurred in the performance of the WORK required by
Paragraph 25. If the cost to SAUDI ARAMCO of completing the terminated
WORK is greater than the compensation SAUDI ARAMCO would have paid
CONTRACTOR for completing such WORK pursuant to this Contract, then
SAUDI ARAMCO shall deduct the difference from the retained amounts. If
the difference exceeds the retained amounts, CONTRACTOR shall pay
SAUDI ARAMCO that difference less the retained amounts.

24. TERMINATION BY CONTRACTOR

24.1 Should SAUDI ARAMCO commit a substantial breach of this Contract,


CONTRACTOR may demand, in writing, that SAUDI ARAMCO comply with
the terms of this Contract. If within ten (10) days after receipt of such a
demand, SAUDI ARAMCO has failed to take satisfactory steps to comply, or
within thirty (30) days SAUDI ARAMCO has not remedied the breach,
CONTRACTOR may, without prejudice to the exercise of any other rights or
remedies which may be available to it, terminate this Contract by giving
SAUDI ARAMCO notice to that effect. Should SAUDI ARAMCO commit an
act of bankruptcy, or seek legal or equitable relief for reasons of insolvency,
or become unable to meet its financial obligations, CONTRACTOR may,
without prejudice to the exercise of any other rights or remedies which may
be available to it, terminate this Contract by giving SAUDI ARAMCO notice to
that effect. Such termination shall be effective on the date SAUDI
ARAMCO receives CONTRACTOR's notice.

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24.2 Should CONTRACTOR terminate this Contract pursuant to Paragraph 24.1,
SAUDI ARAMCO shall pay and CONTRACTOR shall accept in full and final
settlement of all obligations, losses, costs, lost profits and damages
connected with such termination the amounts calculated in accordance with
Paragraph 22.

25. CONTRACTOR OBLIGATIONS UPON SUSPENSION OR TERMINATION

CONTRACTOR shall minimize all costs to SAUDI ARAMCO resulting from such
termination or suspension. Unless otherwise directed in writing by SAUDI
ARAMCO, CONTRACTOR shall enter into no further contracts or other obligations,
and immediately make every reasonable effort to terminate or suspend contracts or
other obligations, other than as may be required to complete those portions of the
WORK not suspended or terminated. If SAUDI ARAMCO so directs,
CONTRACTOR shall execute and deliver all documents required to fully vest in
SAUDI ARAMCO CONTRACTOR's rights in contracts and other obligations.
CONTRACTOR shall take any action that may be necessary, or that SAUDI
ARAMCO may direct, for the protection and preservation of WORK in progress.
26. FORCE MAJEURE
26.1 If either party is rendered unable, wholly or in part, by force majeure to
perform its obligations under this Contract, it is agreed that performance of
such obligations by such party, so far as they are affected by force majeure,
shall be excused from the inception of any such inability until it is corrected,
but for no longer period. The party claiming an inability to perform shall,
immediately after the occurrence of the force majeure event, notify the other
party orally of the nature, date of inception and expected duration of the
force majeure and the extent to which it will prevent the party giving such
notice from performing its obligations under this Contract. The party giving
notice shall confirm such notification in writing as soon as practicable. The
party claiming inability to perform shall promptly correct such inability to the
extent it may be corrected through the exercise of reasonable diligence.

26.2 The term "force majeure" as used in this Contract shall mean any act, event,
cause or occurrence rendering a party unable to perform its obligation which
is not within the reasonable control and not caused by the negligence or fault
of such party.

26.3 The following are specifically excluded as force majeure and shall not
constitute a basis for claims for WORK Schedule extensions or costs, or
both, under this Contract:

26.3.1 Late performance by a subcontractor caused by a shortage of


supervisors or labor, inefficiencies, or similar occurrences;

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26.3.2 Late delivery of CONTRACTOR-supplied equipment or materials by
supplier and caused by congestion at a manufacturer's plant or
elsewhere, an oversold condition of the market, inefficiencies, or
similar occurrences; or

26.3.3 Any inability to obtain Iqamas or visas or renewal of Iqamas or visas


for expatriate workers.

The exclusions in Paragraphs 26.3.1 and 26.3.2 shall not apply, however,
where a subcontractor or supplier (i) is unable to perform due to force
majeure as described in Paragraph 26.2 and (ii) an acceptable alternative
source of service, equipment or materials is unavailable.

26.4 Should the WORK be delayed for more than forty-five (45) consecutive days
as a result of force majeure, SAUDI ARAMCO shall either suspend the
WORK affected pursuant to Paragraph 21 or terminate this Contract or the
portion of the WORK involved pursuant to Paragraph 22. Except for certain
costs incurred after the forty-fifth (45th) consecutive day as a result of
termination or suspension of the WORK as specifically provided in
Paragraphs 21 and 22, and except as provided for in Paragraph 14, neither
party shall be liable to the other for costs incurred by the other as a result of
any delay or failure to perform arising out of force majeure.

27. PUBLICITY RELEASES

Should CONTRACTOR or any of its subcontractors desire to publish or release any


publicity or public relations materials of any kind concerning or relating to this
Contract or to CONTRACTOR's or its subcontractors' activities in connection with
this Contract, CONTRACTOR shall first submit such material to SAUDI ARAMCO
for review. CONTRACTOR shall not publish or release, and shall ensure that its
subcontractors do not publish or release, any such material without SAUDI
ARAMCO's prior approval.

28. ARABIC TRANSLATION

Certain sections of this Contract may not have been translated into Arabic at the
date of signature. Except where expressly stated otherwise, it is the intention of
the parties that these sections be promptly translated into Arabic and incorporated
into the Contract. Until such time as they are translated, the English text of those
provisions shall constitute the sole statement of the agreement between the parties
in regard to the matters covered therein. Because of their technical nature,
attachments to Schedules C & G have not been translated into Arabic.

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29. GOVERNMENT RELATIONS ACTIVITIES

CONTRACTOR shall be fully responsible for conducting all government relations


activities within Saudi Arabia on its own behalf and for its personnel. Government
relations activities shall include, without limitation, all contacts with the Saudi Arab
Government, its agencies and officials, concerning matters arising out of or
connected with CONTRACTOR's performance of this Contract. If requested by
CONTRACTOR, SAUDI ARAMCO may provide general guidance to assist
CONTRACTOR in the conduct of such government relations activities; provided
that SAUDI ARAMCO shall not be liable for any loss, claim or award as a result of
providing such guidance to CONTRACTOR. CONTRACTOR shall hold SAUDI
ARAMCO harmless from any loss, claim, or award resulting from CONTRACTOR's
failure to perform its obligations under this Paragraph.
30. GENERAL PROVISIONS
30.1 This Contract shall be binding upon and inure to the benefit of the
successors and assigns of the parties to this Contract; however, this
Contract may neither be assigned nor transferred, either in whole or in part,
by CONTRACTOR without first obtaining the written consent of SAUDI
ARAMCO.
30.2 No benefit or right accruing to either party under this Contract shall be
waived unless the waiver is reduced to writing and signed by both parties to
this Contract. The waiver, in one instance, of any act, condition or
requirement stipulated in this Contract shall not constitute a continuing
waiver or a waiver of any other act, condition or requirement or a waiver of
the same act, condition or requirement in other instances, unless specifically
so stated.

30.3 Failure of any party to exercise any of its rights under this Contract shall in
no way constitute a waiver of those rights, nor shall such failure excuse the
other party from any of its obligations under this Contract. Neither
COMPANY's exercise of any of its rights of review, inspection or testing, nor
CONTRACTOR's submission or updating, or COMPANY's review, revision,
certification, acceptance or approval, of documents prepared by
CONTRACTOR, shall have the effect of amending, modifying, or limiting in
any way the CONTRACTOR's obligations under this Contract, nor the effect
of acknowledging or warranting that the designs, plans, or WORK Schedules
contained in such documents are feasible or achievable.

30.4 CONTRACTOR shall be an independent contractor with respect to the


WORK under this Contract. Neither CONTRACTOR, any subcontractor nor
the personnel of either of them shall be deemed to be the servants, agents
or employees of SAUDI ARAMCO.

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30.5 This Contract shall not be deemed for the benefit of any third party nor shall
it give any person not a party to this Contract any right to enforce its
provisions.

30.6 The warranty, liability, indemnity and confidentiality (including publicity


releases) provisions of this Contract shall survive its termination or final
settlement. The provisions of this Contract relating to termination and
dispute settlement (including choice of law and arbitration) shall survive its
termination, but not its final settlement.

30.7 This Contract supersedes all previous contracts, correspondence and


understandings between the parties concerning the WORK, except for those
understandings or agreements described in Paragraph 18.10 of Schedule
"A" and constitutes their entire agreement concerning the ORK to be
performed hereunder. It shall not be amended except by a writing signed
by both of the parties. No promise, agreement, representation or
modification to this Contract shall be of any force or effect between the
parties, unless set forth or provided for in this Contract, a Change Order or
an Amendment.

30.8 In the event CONTRACTOR fails to perform any of its obligations under this
Contract, SAUDI ARAMCO may, upon fourteen (14) days prior written
notice, and without prejudice to any other remedies permitted by law or this
Contract, perform the CONTRACTOR's obligations, or cause them to be
performed, at CONTRACTOR's expense.

30.9 Where this Contract requires compliance with applicable SAUDI ARAMCO
specifications, standards, manuals, procedures, and similar documents
which were developed by SAUDI ARAMCO's predecessor, the Arabian
American Oil Company (ARAMCO), CONTRACTOR agrees to comply with
the corresponding ARAMCO specifications, standards, manuals, procedures
and similar documents.

31. CONTRACTOR’S OBLIGATIONS TO COMPENSATE ITS PERSONNEL

31.1 CONTRACTOR shall submit a letter with each invoice to the Company
Representative, in a form acceptable to SAUDI ARAMCO, certifying that all
of CONTRACTOR’s personnel have been paid their salaries and benefits for
the preceding month.

31.2 If the CONTRACTOR fails to submit the completed certification letter


referenced above, SAUDI ARAMCO will notify the CONTRACTOR. Upon
receipt of the notice from SAUDI ARAMCO, CONTRACTOR shall promptly
perform or arrange for the performance of the corrective action required to
comply with the requirements of Paragraph 31.1 within ten (10) days from
the receipt of the notice.

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31.3 In the event that CONTRACTOR fails to submit the letter or fails to meet his
obligations to his personnel, SAUDI ARAMCO shall consider this a
substantial breach of Contract. SAUDI ARAMCO shall, in addition to other
remedies at law or specified in this contract, retain all amounts that are due
and owing to CONTRACTOR under this contract between the parties until
the breach of Contract has been remedied.

32. CONTRACTOR VEHICLE STICKERS AND ID CARDS

CONTRACTOR agrees to comply with SAUDI ARAMCO’s requirements in regard


to restricted and non-restricted vehicle stickers and ID cards as follows:

32.1 CONTRACTOR shall comply with General Instruction 710.001 for SAUDI
ARAMCO identification cards (“ID cards”) and General Instruction 710.007
for Restricted and Non-Restricted Area vehicle stickers.

32.2 CONTRACTOR shall use designated SAUDI ARAMCO application forms or


systems in applying for ID cards or vehicle stickers.

32.3 CONTRACTOR shall obtain the required approval from the Company
Representative for its requests before the WORK begins.

32.4 CONTRACTOR shall obtain only one ID card for each employee at a time.

32.5 CONTRACTOR shall renew ID cards at least 10 days before each card’s
expiration date.

32.6 CONTRACTOR shall immediately report any loss of SAUDI ARAMCO ID


cards to SAUDI ARAMCO’s Area ID office or Area Industrial Security
Department.

32.7 CONTRACTOR shall retrieve ID cards from all employees and sub-
contractor employees upon completion of the WORK or termination of the
Contract.

32.8 CONTRACTOR shall retrieve SAUDI ARAMCO ID cards, especially plant ID


cards, from employees leaving Saudi Arabia for any period and deposit the
same with the nearest SAUDI ARAMCO ID office.

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32.9 CONTRACTOR shall report in writing to SAUDI ARAMCO’s area ID office if
any CONTRACTOR employee has left the CONTRACTOR’s employment
without surrendering his SAUDI ARAMCO ID card. CONTRACTOR agrees
that it shall then be subject to, and shall pay, fines assessed by SAUDI
ARAMCO’s Area Industrial Security Organization in accordance with
applicable General Instructions.

32.10 CONTRACTOR agrees that ID cards not timely returned shall be subject to a
fine consistent with applicable General Instructions.

32.11 CONTRACTOR shall appoint a qualified Saudi Arab National to act as a


liaison officer between CONTRACTOR and the SAUDI ARAMCO ID office.

END OF SCHEDULE "A"

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CONTRACT NO. 6600029563 (IK)

SCHEDULE "B"
JOB SPECIFICATION
TABLE OF CONTENTS
SCHEDULE “B” .................................................................................................... 1
JOB SPECIFICATION .......................................................................................... 1
1 GENERAL PROVISIONS ..................................................................................... 1
1.1 Definitions .................................................................................................. 1
1.2 Purpose ..................................................................................................... 4
1.3 Project Language ....................................................................................... 4
1.4 Company Representative and Contractor Representative ......................... 5
1.5 WORK Schedule ........................................................................................ 5
1.6 Scheduled Completion Date and Critical Milestone Dates ......................... 5
1.7 Notice to Proceed ...................................................................................... 6
1.8 Contract Deliverables and Distribution ....................................................... 6
1.9 Engineering Kick-Off Meeting .................................................................... 6
1.10 Construction Kick-off Meeting .................................................................... 6
2 DESCRIPTION OF WORK ................................................................................... 6
2.1 General Description of the WORK ............................................................. 6
2.2 The FACILITIES ........................................................................................ 7
2.3 Process Control System (PCS).................................................................. 7
2.4 Maintenance Requirements ....................................................................... 7
2.5 Verification of Vendor and Subcontractor Data .......................................... 8
2.6 Working Hours ........................................................................................... 9
3 ENGINEERING .................................................................................................. 10
3.1 Field Engineering ..................................................................................... 10
3.2 As-Built Drawings .................................................................................... 11
3.3 Most Stringent Interpretation.................................................................... 12
3.4 Interfaces ................................................................................................. 13
3.5 Project Record Books .............................................................................. 20
3.6 Design Review Meetings ......................................................................... 21
3.7 Design Review ......................................................................................... 21
3.8 3D Model Review ..................................................................................... 22
3.9 Review Drawings ..................................................................................... 22
3.10 Right to Review WORK............................................................................ 23
3.11 Non Material Requirements (NMR) .......................................................... 24
3.12 Welding Requirements............................................................................. 25
3.13 On-Stream Inspection (OSI) and Equipment Inspection Schedule Report
(EIS)......................................................................................................... 25
4 CONSTRUCTION............................................................................................... 27
4.1 Survey Monuments and Survey Control .................................................. 27
4.2 Access to the WORK Site ........................................................................ 27
4.3 Personnel at the WORK Site ................................................................... 27
4.4 Certifications ............................................................................................ 28
4.5 Interfaces with and Support to Affiliated Contractor ................................. 29

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

4.6 Construction Site Subsurface .................................................................. 30


4.7 Constructability Program.......................................................................... 30
4.8 Photography ............................................................................................ 31
4.9 Heavy Lifts ............................................................................................... 31
4.10 Radios...................................................................................................... 32
4.11 Cleaning, Flushing, and Laying up of the Piping Spools and Systems .... 33
4.12 Pre-commissioning and Mechanical Completion ..................................... 33
4.13 Valve Testing and Inspection ................................................................... 35
4.14 Safety Valve Testing and Documentation ................................................ 35
4.15 Vendor Assistance ................................................................................... 37
4.16 Mechanical Completion Acceptance Notice (MCAN) ............................... 37
4.17 Catalysts, Chemicals, Lubricants ............................................................. 38
4.18 WORK after Mechanical Completion ....................................................... 38
4.19 Commissioning and Start-Up Assistance ................................................. 39
4.20 Loss Prevention and Safety ..................................................................... 42
4.21 Inspection Log Books............................................................................... 43
4.22 Project Inspection Record Books ............................................................. 44
5 ADMINISTRATION ............................................................................................. 47
5.1 Communications Administrative Procedure ............................................ 47
5.2 E-mails ..................................................................................................... 47
5.3 Project Execution Plan ............................................................................. 48
5.4 CONTRACTOR Organization and Personnel .......................................... 54
5.5 Change Order Development .................................................................... 56
5.6 Meetings .................................................................................................. 58
5.7 Progress Reports ..................................................................................... 61
5.8 Capital Equipment Listing ........................................................................ 61
5.9 Accounting Plant Numbers ...................................................................... 62
5.10 Waivers .................................................................................................... 62
5.11 Temporary Site Facilities ......................................................................... 62
6 MATERIAL PROCUREMENT............................................................................. 63
6.1 Purchase Order Numbers ........................................................................ 63
6.2 Deviations to Purchase Requisitions ....................................................... 64
6.3 Spare Parts .............................................................................................. 64
6.4 Spare Parts Co-ordinator ......................................................................... 64
6.5 Expediting ................................................................................................ 64

Attachments
I SPECIFICATIONS AND MINIMUM REQUIREMENTS FOR TEMPORARY SITE
FACILITIES
II CRITICAL MILESTONE DATES
III SCOPE OF WORK, DRAWINGS, DOCUMENTS STANDARDS AND
SPECIFICATIONS
IV TEMPORARY FACILITIES AT WORK

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CONTRACT NO. 6600029563 (IK)

SCHEDULE “B”

JOB SPECIFICATION

1 GENERAL PROVISIONS

1.1 Definitions
The following terminologies are used throughout Schedule "B". These
definitions are in addition to the definitions set forth in Schedule "A" and
other parts of this Contract.

1.1.1 “Affiliated Contractor” is the Out-of-Kingdom Contractor


performing all or part of the engineering, detailed design and
procurement for the WORK.

1.1.2 "Commissioning" means all activities associated with start-up and


performance testing of the FACILITIES performed after
Mechanical Completion and issuance of the Mechanical
Completion Acceptance Notice (MCAN), except for exception
items associated with the Scope of WORK which were known at
Mechanical Completion or which are subsequently identified.

1.1.3 "Construction Start" means when CONTRACTOR begins WORK


at the WORK Site directly related to the physical installation of the
FACILITIES, including receipt of material and any pre-fabrication
such as pipe-spooling activities.

1.1.4 "Design Office" is the Out-of-Kingdom (OOK) location at which the


Affiliated Contractor shall perform all the engineering, detailed
design and procurement for the WORK.

1.1.5 “Engineering Contract” is Contract Requisition No. 3000438386


for detailed design, engineering, and procurement of materials for
the FACILITIES between Affiliated Contractor and SAUDI
ARAMCO affiliated Company, AOC/ASC.

1.1.6 “Fabrication Yard” means the location or locations in Saudi


Arabia, in proximity to the WORK Site, where certain components
and materials for the FACILITIES shall be fabricated or
assembled or pre-constructed by CONTRACTOR

1.1.7 "Job Specification” or “Project Specification” includes the entire


Schedule "B" of this Contract including all documents and data
attached to or referenced or implied therein which establishes the
Scope of the WORK, or, as context dictates, the technical
specifications and standards included or referenced in Schedule
“B” of this Contract including all documents and data attached
thereto or referenced therein.

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

1.1.8 "Interface Management Procedure” means the Project Procedure


No. J95-A-DOC-VE-554561 for interface definition, management
and any related guidelines, documents or drawings’ for the Jazan
Refinery and Terminal Program

1.1.9 "Non-Material Requirements" or “NMR” are Vendors' reproducible


drawings and/or specification sheets for the purchased equipment
(i.e. NMR 601, 602 and 603), welding procedures and/or test
reports, performance curves, a priced recommended spare parts
list, installation, operation and maintenance manuals and all other
documents necessary to operate and maintain the equipment
installed in the FACILITES.

1.1.10 “On Stream” means the FACILITIES are operating in accordance


with the Job Specification.

1.1.11 "Other Contractor" means an organization contracted by SAUDI


ARAMCO to execute other work outside the Scope of the WORK
of CONTRACTOR and which is supervised by SAUDI ARAMCO.
The term “Other Contractor” does not include the Affiliated
Contractor.

1.1.12 “PCS” means Process Control System, an integrated set of


computing hardware, processors, peripherals, communication
devices, network and associated software, database
management and applications all of which automate routine
functions and provide computing tools for non-routine functions in
the FACILITIES.

1.1.13 “PCS Vendor” means HONEYWELL Saudi Arabia or its Affiliate,


HONEYWELL Middle East, the organization selected by SAUDI
ARAMCO to supply the PCS, or portions thereof.

1.1.14 "Performance Acceptance" means that the FACILITIES have


been commissioned and successfully operated by SAUDI
ARAMCO operating organizations and the SAUDI ARAMCO
operation organization has issued a Performance Acceptance
Certificate to Company Representative in accordance with GI
2.710.

1.1.15 "Pre-commissioning" means all activities required to prepare the


FACILITIES for Mechanical Completion.

1.1.16 "Purchase Order" or “PO” is an agreement between a Vendor


and Affiliated Contractor or CONTRACTOR for the purchase of
materials and/or equipment and related documentation and
services. A Purchase Order is the end result of a bidding process
and is based on the requirements set forth in a Purchase

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

Requisition. A Purchase Order may cover a full Purchase


Requisition or a portion of a Purchase Requisition or a number of
full and/or partial Purchase Requisitions. In each case, all
requirements specified in the Purchase Requisition(s) is (are)
included in the Purchase Order.

1.1.17 “Program Management Contractor” means Kellogg Brown and


Root Ltd. (KBR) and its affiliates, which have been contracted by
COMPANY and SAUDI ARAMCO to assist in monitoring design,
procurement, construction, Pre-commissioning and start-up of the
FACILITIES.

1.1.18 "Purchase Requisition" is documentation originated by Affiliated


Contractor or CONTRACTOR which provides descriptions,
quantities and technical requirements necessary for Affiliated
Contractor or CONTRACTOR to solicit bids for equipment and/or
material and related documentation and services. The Purchase
Requisition also specifies all other requirements such as
inspection, testing, manuals, spare parts lists, Vendor installation /
Commissioning instruction and assistance, and other NMR that
are necessary to fulfill the requirements of this Schedule ‘B’ for
Job Specification.

1.1.19 “Site Mobilization Completion” means that the SAUDI ARAMCO


and CONTRACTOR WORK Site offices, CONTRACTOR’s
catering and accommodation facilities and CONTRACTOR’s
material laydown are one hundred percent (100%) complete,
approved by SAUDI ARAMCO and ready for use for the required
function at the WORK Site, per Attachments I and IV to this
Schedule “B”.

1.1.20 “Site Mobilization Start” means the date on which CONTRACTOR


begins WORK at or near the WORK Site to establish temporary
offices, personnel accommodation, camps, laydown yards, and
other similar facilities.

1.1.21 "Subcontractor" means an organization contracted by and wholly


responsible to CONTRACTOR for executing a specific part of the
WORK.

1.1.22 "Vendor" means a supplier of materials and/or equipment for the


FACILITIES including related documentation and services, where
necessary, in connection with the installation, testing, Pre-
commissioning, Commissioning and Start-Up support of any such
materials or equipment.

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

1.1.23 “Key Personnel" are defined as the Project Manager, Site


Engineering Manager, Project Controls Manager/Supervisor,
Materials Procurement Manager, Construction Manager, QA
Manager, Safety Engineer, Schedulers, QC Engineer, Interface
Manager, Pre-commissioning Manager, Commissioning Manager
and Construction Superintendents.

1.1.24 “Temporary Site Facilities” means CONTRACTOR provided


temporary facilities at the WORK Site or elsewhere in accordance
with the Attachments to this Schedule “B”, including but not
limited to, materials and equipment storage facilities, site offices,
Fabrication Yards, sanitary facilities, vehicle parking areas,
temporary electrical supply locations and trash collection areas
and accommodations.

1.1.25 “JECC” means Jazan Economic City Company.

1.1.26 “SEC” means Saudi Electric Company.

1.1.27 “IGCC” means Integrated Gasification Combined Cycle


Developer.

1.2 Purpose

1.2.1 This Schedule "B" describes and establishes the Scope of the
WORK to be performed by CONTRACTOR pursuant to this
Contract, and contains or references the applicable drawings,
standards, specifications, manuals and other documents, as well
as the administrative, procedural and technical requirements that
CONTRACTOR shall satisfy and/or adhere to in performing the
WORK.

1.2.2 In the absence of quality standards being specified in this


Contract, CONTRACTOR shall establish CONTRACTOR’s own
quality standards for equipment and materials based on the Job
Specification and industry practices, subject to technical review
and approval by SAUDI ARAMCO.

1.3 Project Language

All correspondence and project documents including, but not limited to,
drawings, specifications, data sheets, calculations, manuals, reports and
other NMRs shall be in the English language. CONTRACTOR shall
ensure that all such documents prepared for submittal or delivery to
SAUDI ARAMCO for the WORK under this Contract, whether prepared by
CONTRACTOR, Subcontractor, Vendor or any other party to the WORK,
are prepared in the English language.

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

1.4 Company Representative and Contractor Representative

1.4.1 Company Representative

SAUDI ARAMCO shall notify CONTRACTOR in writing of the


designated Company Representative pursuant to Paragraphs 1.2
and 7.5 of Schedule "A" within five (5) days of the effective date of
this Contract and shall promptly notify CONTRACTOR of any
change in the designation of Company Representative.

1.4.2 Contractor Representative


1.4.2.1 Immediately after the effective date of this Contract,
CONTRACTOR shall notify SAUDI ARAMCO in writing of
the designated Contractor Representative pursuant to
Paragraphs 1.3 and 2.12 of Schedule "A” and shall
promptly notify SAUDI ARAMCO of any change in the
designation of Contractor Representative.
1.4.2.2 For any physical absence of Contractor Representative
from the WORK Site exceeding one (1) working day,
CONTRACTOR shall appoint a substitute Contractor
Representative.
1.4.2.3 Without limiting the generality of Paragraph 1.3 of
Schedule “A”, Contractor Representative shall be
delegated sufficient authority to accept and sign Change
Orders on behalf of CONTRACTOR.

1.4.3 All formal contacts and correspondence between SAUDI


ARAMCO and CONTRACTOR shall be through the Company
Representative and the Contractor Representative, except as
otherwise provided in this Contract.

1.5 WORK Schedule

In conjunction with the Affiliated Contractor, CONTRACTOR shall prepare


and submit CONTRACTOR’s WORK Schedule as required by Paragraph
8 of Schedule “A”. This WORK Schedule shall also include the Interface
Management Procedure activities occurring between Other Contractors
and both CONTRACTOR and the Affiliated Contractor and all required
interfaces between them. The WORK Schedule shall be developed and
maintained in accordance with the Job Specification.

1.6 Scheduled Completion Date and Critical Milestone Dates

The Scheduled Completion Date, as defined in Paragraph 1.8 of Schedule


"A” and Critical Milestone Dates for the WORK, as defined in Paragraph
1.10 of Schedule “A” are listed in Attachment II of this Schedule “B”.

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

1.7 Notice to Proceed

The Notice to Proceed referred to in Paragraph 9.1 of Schedule "A" shall


be issued by SAUDI ARAMCO, within seven (7) calendar days after
receipt of a written request from CONTRACTOR provided that
CONTRACTOR has achieved Site Mobilization Completion and all WORK
required under the Job Specification prior to Construction Start has been
completed and verified by Company Representative. Construction Start
Date shall be as stated in the Critical Milestones dates but shall not occur
until after receipt of this Notice to Proceed.

1.8 Contract Deliverables and Distribution

CONTRACTOR shall prepare and submit to Company Representative,


within thirty (30) calendar days after the effective date of this Contract, a
document distribution matrix, listing all CONTRACTOR submittals, reports,
notices and similar deliverables required under this Contract, including
their submission frequency, quantities required and frequency of
revision/updating.

1.9 Engineering Kick-Off Meeting

SAUDI ARAMCO will conduct a kick-off meeting with CONTRACTOR at


the Affiliated Contractor’s offices within fifteen (15) calendar days after the
effective date of this Contract. All CONTRACTOR Key Personnel shall
attend the meeting. The time and date of the meeting will be designated
by the Company Representative. CONTRACTOR shall prepare and issue
for SAUDI ARAMCO review and concurrence a list of attendees and
meeting agenda at least three (3) calendar days prior to the scheduled
meeting date. A subsequent construction activity kick off meeting shall be
held according to Paragraph 1.10 of this Schedule “B”.

1.10 Construction Kick-off Meeting

A construction kick-off meeting shall be held by CONTRACTOR shortly


after issue of the Notice to Proceed. The time and place of any meeting
will be designated by the Company Representative. CONTRACTOR shall
prepare and issue for SAUDI ARAMCO review and approval a meeting
agenda at least thirty (30) calendar days prior to the scheduled meeting
date.

2 DESCRIPTION OF WORK

2.1 General Description of the WORK

2.1.1 Further to Paragraph 2.0 of Schedule “A”, CONTRACTOR shall


furnish, without limitation, all facilities, tools, labor, supervision,
technical and professional services, material, equipment, supplies

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

and consumables including any other WORK required for


completing, cleaning or start-up of the FACILITIES required to
totally install, construct and test the FACILITIES designed,
engineered, procured and delivered by the Affiliated Contractor in
accordance with the Engineering Contract.

2.1.2 The WORK, in conjunction with the work performed by the


Affiliated Contractor, is the complete delivery, detail design,
engineering, procurement, construction, installation, testing and
pre-commissioning of Affiliated Contractor and CONTRACTOR
provided materials, and any SAUDI ARAMCO materials provided
in accordance with the Job Specification and Schedule “G”,
including Pre-commissioning, Commissioning and start-up
assistance of the FACILITIES.

2.2 The FACILITIES

2.2.1 CONTRACTOR shall refer to documents listed in Attachment III to


this Schedule “B” for a complete description of the FACILITIES to
be provided. Furthermore, CONTRACTOR shall provide
Temporary Site Facilities during the execution of the WORK and
up to Contract Completion as per Attachments I and IV of this
Schedule “B”. Without limitation, Temporary Site Facilities shall
comply with SAUDI ARAMCO Standard SAES-M100 “Saudi
Aramco Building Code” and “Saudi Aramco Sanitary Code”.

2.2.2 The technical Scope of WORK detailed in the documents listed in


Attachment III to this Schedule “B”, including any documents or
standards referenced therein, are by this reference incorporated
into and made part of this Contract and shall be adhered to by
CONTRACTOR in performance of the WORK.

2.2.3 Notwithstanding the foregoing, CONTRACTOR shall install,


construct and test the FACILITIES in accordance with the detailed
design prepared by the Affiliated Contractor as indicated by the
requirements of the Engineering Contract.

2.3 Process Control System (PCS)

CONTRACTOR, in conjunction with the Affiliated Contractor, shall provide


a complete Process Control System (PCS) that meets all requirements set
forth in this Job Specification and shall procure the PCS system in
accordance with the provisions of this Contract.

2.4 Maintenance Requirements

Further to the requirements stipulated in Paragraph 2.0 of Schedule “A”,


CONTRACTOR shall:

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

2.4.1 Verify and incorporate in the FACILITIES access to all equipment


and major piping components (example: control valves, manual
valves, relief valves etc) for servicing, dismantling and storage of
components during maintenance periods and re-assembly.

2.4.2 Verify and incorporate in the FACILITIES material-handling


facilities, such as monorails, cradles, davits and hoists required to
load / off load, dismantle, store, reassemble and transport
material, parts and equipment.

2.4.3 Follow all applicable Vendors’ and Licensors’ written instructions


and recommended practices relating to application, assembly,
preservation, installation, protective (preventive) maintenance and
testing in the detailed design and fabrication of the FACILITIES,
when such instructions and practices are not in conflict with any
terms or conditions of this Contract. If a conflict does arise,
CONTRACTOR shall submit a request for resolution in writing to
the Company Representative.

2.5 Verification of Vendor and Subcontractor Data

2.5.1 CONTRACTOR shall appraise and control the scheduling and


verify and approve the quality of all engineering and procurement
WORK performed by CONTRACTOR affiliates, Vendors and
Subcontractors.

2.5.2 CONTRACTOR shall ensure that all Vendor and Subcontractor


drawings, specifications, data sheets and other documents are
prepared in accordance with this Job Specification and standards.
CONTRACTOR shall implement and maintain internal controls to
ensure the prompt review and approval of such documents and
shall incorporate all applicable information in the design of the
FACILITIES. If such drawings, specifications, data sheets or
documents are not in accordance with this Job Specification,
CONTRACTOR shall correct or redo the documentation to bring it
into compliance with all requirements of this Job Specification.

2.5.3 CONTRACTOR shall verify that the Affiliated Contractor has


incorporated in the design drawings all Vendor provided Process
and Instrumentation Diagrams (P&ID), Instrument Loop Diagrams
(ILD), equipment data sheet, cause and effect chart, logic
diagram drawings, control narrative, and all other information for
skid-mounted and package unit equipment. Incorporation of
information by reference to Vendor provided P&ID and ILD
equipment data sheet information is not acceptable.

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

2.5.4 CONTRACTOR shall ensure that all drawings and data include
the applicable SAUDI ARAMCO plant, drawing, equipment and
instrument identification tag numbers as specified in the SAES-A-
202.

2.5.5 Vendor drawings falling in the category of “Key Drawings” and


those considered as revisable must be made and submitted as
engineering drawings in accordance with SAES-A-202.

2.6 Working Hours

2.6.1 Normal SAUDI ARAMCO construction contractor work hours are


sixty (60) hours per week, ten (10) hours per day, six (6) days per
week, Saturday through Thursday, including work in the month of
Ramadan. Normal contractor holidays are observed in
accordance with a calendar issued annually by SAUDI ARAMCO
(“Contractor Operational Calendar”). However, CONTRACTOR
shall work whatever hours are necessary to maintain the WORK
Schedule and/ or meet special requirements including, but not
limited to, road crossing, shutdowns, tie-ins, testing and Pre-
commissioning at no additional cost to SAUDI ARAMCO. All
WORK shall be in accordance with Saudi Arabian Labor Law.
CONTRACTOR shall notify SAUDI ARAMCO one (1) week in
advance of any planned WORK outside SAUDI ARAMCO’s
normal contractor work hours as described herein or on national
holidays or normal contractor holidays shown on the Contractor
Operational Calendar including national holidays.

2.6.2 If WORK after daylight hours has been scheduled,


CONTRACTOR shall ensure that there is a suitable work
environment including, but not limited to, adequate safety
precautions, sufficient lighting, supervisory staff and the like to the
satisfaction of SAUDI ARAMCO.

2.6.3 CONTRACTOR shall notify SAUDI ARAMCO one (1) week in


advance of any planned WORK outside SAUDI ARAMCO normal
CONTRACTOR WORK hours as described herein or on national
holidays.

2.6.4 CONTRACTOR shall, as necessary, propose alternative WORK


hours to SAUDI ARAMCO in order to coordinate and schedule the
WORK with work being executed by Other Contractors.

2.6.5 CONTRACTOR shall plan and schedule WORK such that


material deliveries and major personnel movements in and out of
the restricted area gates do not interfere with on-going work by

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

Other Contractors and/or operational activities (shift changes,


lunch, and arrival / departure times).

2.6.6 In the event CONTRACTOR’s performance of the WORK is not in


compliance with the WORK Schedule established for such
performance, SAUDI ARAMCO may specify, in writing, the steps
and actions to be taken to achieve compliance with such schedule
and/or exercise any other remedies under this Contract or
applicable law. CONTRACTOR shall take the steps as may be
directed by SAUDI ARAMCO, such as increase manpower, add
additional working shifts or increase the amount of equipment, in
order to improve and recover its progress and schedule
performance, all without additional cost to SAUDI ARAMCO.

3 ENGINEERING

3.1 Field Engineering

3.1.1 CONTRACTOR shall become familiar with the requirements of


the Engineering Contract and provide to the Affiliated Contractor
all WORK Site analysis, soil reports, inspection, survey, detailed
design, engineering, procurement support and construction
support necessary for the successful performance of the Affiliated
Contractor's work.

3.1.2 CONTRACTOR shall verify the accuracy of the Job Specification


documents provided by SAUDI ARAMCO and the detailed design
documents provided by the Affiliated Contractor with respect to
compliance with SAUDI ARAMCO standards and requirements, to
the extent necessary to enable CONTRACTOR to construct,
install and mechanically complete the FACILITIES.

3.1.3 CONTRACTOR shall provide qualified engineers, designers and


draftsmen, in sufficient numbers, at WORK Site as needed, for
the duration of the WORK to: perform lay out, inspection,
checking, calibration and testing and liaison services for the
Affiliated Contractor and Vendors; interpret construction drawings,
specifications and purchase order documents; perform required
field modifications to construction or shop fabrication drawings;
accurately record as-built information on drawings; and perform
any additional field engineering, design or drafting activities and/
or support required to ensure that the FACILITIES are
constructed and mechanically completed in accordance with the
Job Specification requirements. Such personnel shall be fluent in
the written and spoken English language.

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

3.1.4 CONTRACTOR shall ensure that all drawings and other


documents, including Vendor drawings and data, for the WORK
are provided according to standard SAUDI ARAMCO forms and
formats using the plant, drawings, equipment, line numbers and
instrument identification (tag) numbers and Purchase Order
numbers as directed by SAUDI ARAMCO. Should SAUDI
ARAMCO forms or formats not be available, CONTRACTOR shall
prepare and submit proposed forms or formats for Company
Representative approval prior to implementing such forms or
formats.

3.1.5 CONTRACTOR shall identify and propose modifications or


deviations from the Job Specification that in CONTRACTOR’s
judgment would advance the Scheduled Completion Date,
improve Critical Milestone Dates, reduce costs or improve the
efficiency, safety or operability of the FACILITIES. No
modifications or deviations shall be pursued without the written
approval of the Company Representative.

3.1.6 CONTRACTOR shall be aware that review of any request to


deviate from or waive SAUDI ARAMCO standards, specifications
or procedures may include a lengthy review process prior to a
determination being made as to final disposition (approval or
disapproval). This review process is described in SAEP-302.
The time required to process a request for waiver, irrespective of
the final disposition, shall not constitute the basis for delay to the
Scheduled Completion Date or Critical Milestone Dates or the
basis for any Change Order or claim.

3.1.7 CONTRACTOR shall establish a separate tracking system for all


waiver requests submitted to SAUDI ARAMCO.

3.1.8 CONTRACTOR shall prepare and complete drawings,


calculations, data sheets, studies, equipment specifications and
equipment, material and spare parts requisitions, bills of material
and all other documents and activities not prepared or completed
by Affiliated Contractor that are required for the engineering,
procurement and construction of the FACILITIES.

3.2 As-Built Drawings

3.2.1 In conjunction with Affiliated Contractor, CONTRACTOR shall


prepare and submit for Company Representative’s approval a
plan specifying the tools and procedures to be used to prepare,
maintain, verify accuracy, ensure the correctness, completeness
and the manner to update the construction drawings to reflect as-
built conditions.

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

3.2.2 Prior to Mechanical Completion, CONTRACTOR shall submit to


Company Representative four (4) complete sets of construction
drawings marked up with all as-built changes. Mark-ups shall be
prepared using the green color or red color for additions or
changes as per SAUDI ARAMCO standards.

3.2.3 Further to the requirements of Paragraph 12.3 of Schedule “A”,


within sixty (60) calendar days after Mechanical Completion
CONTRACTOR shall submit the revised as-built Drawings
reflecting the as-built status of the FACILITIES to Company
Representative for approval in accordance with SAES-A-202,
SAEP-334 and the following:
• Four (4) complete sets of “D” size drawings organized in
binders.
• Four (4) sets of electronic files for CADD drawings on
electronic media.

3.2.4 CONTRACTOR shall maintain, at the WORK Site, a set of


construction drawings to reflect the current as-built status of the
FACILITIES. CONTRACTOR shall provide access to such
construction documents at any time upon the request of the
Company Representative.

3.3 Most Stringent Interpretation

3.3.1 Subject to the detailed design prepared by the Affiliated


Contractor and in compliance with the requirements of the
Engineering Contract, CONTRACTOR shall follow, and ensure
that Subcontractors and Vendors follow, the most stringent
interpretation of the Job Specification and SAUDI ARAMCO
standards, specifications and procedures that apply to the WORK,
unless specifically waived by SAUDI ARAMCO according to
SAEP-302. The Job Specification and SAUDI ARAMCO
standards, specifications and procedures contain language that
could imply that certain standards, specifications and practices
are discretionary. Where the words such as ’will’, ’may’ or ’should’
appear in SAUDI ARAMCO standards and procedures or SAUDI
ARAMCO-provided Preliminary Design, these shall mean and be
interpreted as ’shall’ by CONTRACTOR.

3.3.2 Where industry standards or SAUDI ARAMCO Specifications


and/or Standards allow alternative design considerations, the
more stringent interpretation shall apply, unless a written waiver
has been obtained from SAUDI ARAMCO. Where words such as
“The Project will” appear in the Job Specification, these shall be

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

interpreted as “CONTRACTOR shall” unless specifically identified


otherwise.

3.3.3 Omission of a specific requirement in one Job Specification


document shall not constitute a conflict with another document
that includes the requirement.

3.4 Interfaces

3.4.1 General
SAUDI ARAMCO will have other projects at the design or
construction stage, located at or near the WORK Site, performed
by others. CONTRACTOR agrees to cooperate fully with SAUDI
ARAMCO and any Other Contractors performing such work and
not to interfere with the performance of such work.

In conducting the WORK, CONTRACTOR shall comply with the


terms and requirements of the Interface Management Procedure
incorporated by reference in Attachment III to this Schedule “B”.
Capitalized terms in this Paragraph 3.4 which are not otherwise
defined in Schedule “A” or this Schedule “B” shall have the
meanings attributed them in the Interface Management
Procedure.

3.4.1.1 CONTRACTOR shall identify possible interface points with Other


Contractor(s) and provide interface drawings in sufficient detail to
define the method and location of interfaces of the WORK and the
work performed under the scope of Other Contractor(s). Such
drawings and/or documents shall as a minimum indicate each
interface point using the appropriate symbol and unique interface
number as defined in the Interface Management Procedure and
Interface Management System Database.

3.4.1.2 CONTRACTOR shall review Other Contractor(s) schedules and


drawings necessary to determine interfaces, technical scope and
timing, and provide a list of any information that is missing or
incorrect to Company Representative within seven (7) calendar
days of receipt of the information.

3.4.1.3 CONTRACTOR shall provide access to Other Contractor(s) to


carry out work related to the interfaces performed within
CONTRACTOR’s areas of responsibility and such access
requirement shall be included in the WORK Schedule and
identified in the Interdependency Schedule and the Interface
Agreements between the CONTRACTOR and Other Contractors.

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

3.4.1.4 Request for access by Other Contractors to carry out work related
to interfaces within CONTRACTOR’s WORK Site shall not be
unreasonably withheld by CONTRACTOR. CONTRACTOR shall
liaise with Other Contractor(s) on this to ensure that the WORK
Schedule and the requirements of the Interdependency Schedule
are maintained.

3.4.1.5 CONTRACTOR shall use the SAUDI ARAMCO-approved


Interface Management System Database as directed by SAUDI
ARAMCO and specified in the Interface Management Procedure,
to manage all interfaces and interface points. CONTRACTOR will
be responsible for creating, coordinating and resolving all
interface actions with Other Contractor(s) officially through the
database system.

3.4.1.6 It is the responsibility of the CONTRACTOR to verify the


information supplied in the Interface Management System
Database against that supplied in the Interface Register and to
request verification and/or clarification of any pertinent
information, prior to utilizing the system.
3.4.1.7 CONTRACTOR shall be responsible for safeguarding all data
stored in the Interface Management System Database and shall
take all precautionary actions to backup and retain data, whilst
any loss of data due to any circumstance shall not be
responsibility of SAUDI ARAMCO. SAUDI ARAMCO shall not
provide any reimbursement for any loss of data.

3.4.2 Interface Management Procedure


3.4.2.1 CONTRACTOR’s WORK shall include all WORK
activities, requirements, development of Interface
Management Plans, Interface Guidelines, Interface
Registers, schedules, meetings, visits, coordination and
utilization of the Interface Management System Database
designated in the document entitled “Interface
Management Procedure” and all other documents
referenced in the Job Specification.

3.4.2.2 CONTRACTOR shall review and verify the Scope of


WORK, scope split and requirements of the Interface
Management Procedure, Interface Register, Job
Specification, Contract and any other documentation
containing interface information and / or requirements
and immediately advise SAUDI ARAMCO of any
incorrect or ambiguous items that require further

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

definition or clarification. This shall be complete within


twelve (12) weeks from effective date of this Contract.

3.4.2.3 The Interface Register lists those interfaces identified


during Front End Engineering Design (FEED).
CONTRACTOR shall be responsible for identifying any
additional interface points during execution of the WORK
and subsequently detailing these and updating all
documentation and Interface Management System
Database as required. SAUDI ARAMCO shall not provide
any further reimbursement for any interface related
activities during the performance of WORK.

3.4.2.4 CONTRACTOR shall review any subsequent revision to


the Interface Management Procedure that are provided to
CONTRACTOR by SAUDI ARAMCO and within seven
(7) days inform the SAUDI ARAMCO Representative in
writing of any changes in the document that have an
impact on CONTRACTOR’s ability to perform the WORK.

3.4.2.5 CONTRACTOR shall provide and update as necessary


all information and data requested in the Interface
Management Procedure, Interface Guidelines, Shared
System Responsibility Matrix, Interface Register and
Interface Management System Database.

3.4.2.6 CONTRACTOR shall immediately inform the SAUDI


ARAMCO Representative and propose changes to the
Interface Documents if changes in CONTRACTOR’s
planned execution of the WORK will have any material
impact on the work being or to be performed by Other
Contractor’s or if additional interfaces are identified by
CONTRACTOR.

3.4.2.7 CONTRACTOR shall submit an Interface Management


Procedure within six (6) weeks of contract effective date
in accordance with Paragraph 3.3 of the Interface
Management Procedure.

3.4.3 Interface Manager


3.4.3.1 Within thirty (30) days after this Contract’s effective date,
CONTRACTOR shall appoint an Interface Manager
responsible for overseeing all interfaces between
CONTRACTOR and SAUDI ARAMCO or between
CONTRACTOR and Other Contractors and third parties.
In addition, CONTRACTOR shall appoint the remaining

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

interface staff in accordance with the Interface


Management Procedure.

3.4.3.2 The Interface Manager shall be an experienced engineer


familiar with all aspects of the WORK and capable of and
authorized to represent CONTRACTOR and
communicate directly with Other Contractors on interface
related issues and make decisions and enter into
agreements binding upon CONTRACTOR. Appointment
of the Interface Manager is subject to approval of
Company Representative.

3.4.4 Correspondence
3.4.4.1 CONTRACTOR shall communicate directly with Other
Contractors to review, define and reach mutual
agreement of interface points and subsequently
exchange technical and scheduling data. This may
require visits by CONTRACTOR personnel to the offices
of Other Contractors. However, all formal
communications and agreements reached with Other
Contractors shall be subject to review by the SAUDI
ARAMCO. CONTRACTOR shall copy SAUDI ARAMCO
on all communications between CONTRACTOR and
Other Contractors. Only SAUDI ARAMCO can issue
instructions and directives to CONTRACTOR. No
communication from Other Contractors shall be
considered an instruction or directive to CONTRACTOR.
Interface queries and agreements shall be documented,
by CONTRACTOR, in the Interface Management System
Database. Once agreed, amendments to interface
agreements can only be made with SAUDI ARAMCO
approval.

3.4.4.2 CONTRACTOR shall provide in timely manner any and


all information regarding the WORK as may be requested
by the SAUDI ARAMCO or any Other Contractor(s) if
such information is necessary for SAUDI ARAMCO or
Other Contractor(s) to carry out their work in accordance
with their schedule. CONTRACTOR further agrees to
request in writing from SAUDI ARAMCO or any Other
Contractors, whichever is performing the WORK in a
timely manner any information about such work that may
be required by CONTRACTOR to perform the WORK in
accordance with the WORK Schedule. Requests and
exchanges of Interface information and data between

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

Contractors shall be by means of the Interface


Management System Database.

3.4.4.3 CONTRACTOR shall immediately inform all Other


Contractors about any change associated with the
interface and coordinate the WORK execution for all
interfaces.

3.4.5 Interface Schedule

3.4.5.1 CONTRACTORS shall provide interface milestones, bar


charts, and interdependency schedules as detailed within
the Interface Management Procedure.

3.4.5.2 CONTRACTOR shall develop a schedule, referred to as


the Interdependency Schedule, which shall identify the
dates for the exchange of interface information required
by CONTRACTOR and each Other Contractors to allow
CONTRACTOR WORK and the work of the Other
Contractors to proceed without delay.

3.4.5.3 Within four (4) weeks after the effective date of this
Contract, CONTRACTOR shall develop and provide to
SAUDI ARAMCO for its review, an initial draft of the
Interdependency Schedule based upon the information
provided in the Interface Register. Within eight weeks (8)
after the effective date of this Contract CONTRACTOR
shall update and re-issue its Interdependency Schedule
to SAUDI ARAMCO. Thereafter CONTRACTOR shall
update the Interdependency Schedule every two (2)
weeks including, but not limited to; look-ahead,
shutdown, tie-in, and heavy lift and recovery schedules.
Interdependency Schedule updates shall reflect updated
WORK Schedule dates and the Interface Management
System Agreement delivery dates for all applicable
actions. Interdependency Schedule shall be submitted
officially by CONTRACTOR to SAUDI ARAMCO.
Interdependency dates shall support and be incorporated
into the WORK Schedule.

3.4.5.4 CONTRACTOR shall coordinate with Other Contractors


and SAUDI ARAMCO as required to produce and update
CONTRACTOR’s Interdependency Schedule.

3.4.5.5 CONTRACTOR shall report interface progress monthly


as part of its monthly progress reports.

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

3.4.6 Shared System


3.4.6.1 Some portions of the FACILITIES will be connected to
and/or operate in conjunction with facilities being
provided by Other Contractors (“Shared System”). For
such Shared Systems, the Interface Management
Procedure identifies the roles and responsibilities of
SAUDI ARAMCO, CONTRACTOR, other Interface
Contractor(s) or third parties.

3.4.6.2 When CONTRACTOR is assigned Lead System


responsibility, CONTRACTOR shall review and analyze
the design of the Shared System prepared by Other
Contractors and immediately inspect the construction
work on the Shared System carried out by Other
Contractors, witness testing of portions of the Shared
System provided by each Other Contractor, and perform
required testing of the entire Shared System that could
not be performed on the individual portions provided by
Other Contractors. SAUDI ARAMCO shall not accept
claims nor compensate CONTRACTOR for cost arising
out of preceding Shared System requirements.

3.4.6.3 CONTRACTOR shall provide in timely manner design


information for other Interface Contractor’s portion of the
Shared System. CONTRACTOR shall invite and allow
other interface Contractor’s access to the WORK Site to
inspect and witness tests for portions of the Shared
System provided by CONTRACTOR and perform any
required test on the portion of the Shared System
provided by CONTRACTOR that can be performed
independently of the entire Shared System.

3.4.6.4 CONTRACTOR shall inform the Company


Representative in writing immediately of any changes,
concerns or deficiencies that are discovered which have
an impact on CONTRACTOR’s ability to perform or
related to the Shared Systems, or WORK, and Shared
Systems Interdependencies.

3.4.6.5 CONTRACTOR’s overall WORK Schedule shall take into


consideration the requirement of Shared Systems.

3.4.7 Interface Meetings


3.4.7.1 All interface meetings shall be in accordance to the
Interface Management Procedure.

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

3.4.7.2 CONTRACTOR shall actively participate in Interface


Meetings during the design phase with the SAUDI
ARAMCO and Other Contractors. Global Interface
Meetings will be held quarterly, and/or as requested by
SAUDI ARAMCO. The SAUDI ARAMCO Interface
Manager shall communicate specific dates for the
meeting to CONTRACTOR. CONTRACTOR shall attend
these meetings. The meetings will be held over a period
of approximately five (5) days. Furthermore,
CONTRACTOR shall actively participate in Interface
Meetings with the SAUDI ARAMCO and Other
Contractors during the Construction phase of the Project.
Interface Meetings will be held, initially, every month from
construction start and more regularly as determined by
SAUDI ARAMCO. CONTRACTOR personnel attending
these meetings shall be subject to prior written approval
by the Company Representative.

3.4.7.3 CONTRACTOR shall be fully responsible for all costs


related to attending Interface Meetings at Other
Contractors’ design offices. The location of such
meetings can be at CONTRACTOR’s work offices or
Other Contractors offices as decided by Company
Representative.

3.4.7.4 SAUDI ARAMCO Interface Manager shall decide who


attends the interface meeting from the CONTRACTOR
personnel. However, as a minimum, following shall
attend the meetings:

A. CONTRACTOR’s Interface Manager;


B. Technical Contacts (Per the concerned technical
discipline); and
C. Engineering Manager

3.4.7.5 CONTRACTOR shall host interface meetings at its


Design Offices. Which may be attended by
representatives from Other Contractors as deemed
necessary by Company Representative.

3.4.8 Interface Guidelines

3.4.8.1 Interface Guidelines have been provided by SAUDI


ARAMCO. The purpose of the Interface Guidelines is to
detail the roles and responsibilities of CONTRACTORs at

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

each interface point in accordance with the Interface


Type.

3.4.8.2 No modifications, additions, or deletions shall be made


by CONTRACTOR to SAUDI ARAMCO issued Interface
Guidelines.

3.4.8.3 CONTRACTOR shall comply strictly to the Interface


Guidelines. SAUDI ARAMCO shall not accept claims nor
provide any further reimbursements for CONTRACTOR
costs associated with complying with Interface Guidelines
and its intentions.

3.4.8.4 CONTRACTOR shall review the Interface Guidelines and


advise SAUDI ARAMCO if additional interface point types
are required. At the same time CONTRACTOR shall
propose the roles and responsibilities of CONTRACTORs
at such interface point for SAUDI ARAMCO approval and
at no further cost. SAUDI ARAMCO’s decision shall be
binding on the CONTRACTOR. SAUDI ARAMCO shall
be responsible for reissue of the Interface Guidelines.

3.4.8.5 CONTRACTOR shall adhere to all the project interface


protocols, terms and conditions, procedures and
guidelines when coordinating with SAUDI ARAMCO,
Other Contractors and third party interfaces and Interface
Points.
3.4.8.6 The contractors, advisers, consultants or agents of each
of SAUDI ARAMCO, Jazan Economic City Company
(JECC), and any other third party to the Project, shall be
permitted at any time to meet and discuss the
implementation of the Project Interfaces between the
parties, and achievement of the Works Details and
Schedule, with a view to facilitating the prompt progress
of the Project. However CONTRACTOR shall not be
entitled to bind or reach agreement on behalf of SAUDI
ARAMCO in respect of any matter without SAUDI
ARAMCO’s express written consent.

3.5 Project Record Books

In searchable, navigable and interactive electronic media, CONTRACTOR


shall provide the Project record books in full compliance with SAEP-122
“Project Record Books” which includes:

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

3.5.1 Drawing Books;


3.5.2 Facilities Operating and Maintenance Instructions Manual;
3.5.3 Design Calculation Book;
3.5.4 Vendor Equipment Operating Instructions & Maintenance
Manuals;
3.5.5 Vendor Inspection Record Books;
3.5.6 Operating Instructions & Maintenance Manual for Process
Automation Systems;
3.5.7 Plant Inspection Book;
3.5.8 Construction Inspection Records;
3.5.9 Pre-commissioning Record Book.

Project Record Books, their format, their contents and the number of
copies, and submission time shall be in full compliance with the Job
Specification.

3.6 Design Review Meetings

CONTRACTOR shall ensure that all its personnel required to support the
detailed design reviews attend the reviews conducted by the Affiliated
Contractor. In addition, CONTRACTOR shall ensure that applicable key
Vendor and Subcontractor representatives are in attendance. The formal
design review meetings will be held at the Affiliated Contractor’s design
office.

3.7 Design Review

Whenever deemed necessary by SAUDI ARAMCO and in addition to the


reviews normally conducted by using electronic means, CONTRACTOR
shall conduct detailed design reviews which shall verify compliance of the
Affiliated Contractor’s proposed design with the Job Specification
requirements, and shall involve SAUDI ARAMCO personnel.
CONTRACTOR shall ensure that all its personnel required to support the
detailed design reviews attend the reviews. In addition, CONTRACTOR
shall ensure that applicable Vendor and Subcontractor representatives are
in attendance. Meetings requiring attendance are considered as an
exception to the normal electronic review. The meetings requiring
attendance will be held at the Affiliated Contractor’s design office unless
otherwise agreed in writing with Company Representative of an alternate
location.

CONTRACTOR shall submit for SAUDI ARAMCO review, approval, and


records all Static and Dynamic Models and relevant software developed

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

during the design. CONTRACTOR shall continuously update these


models up to Project Completion.

3.8 3D Model Review

3.8.1 CONTRACTOR shall arrange and coordinate with the Affiliated


Contractor to acquire the latest version of the 3D model of the
FACILITIES at all phases of the WORK, and shall incorporate all
information required to ensure that the 3D model is complete and
correct. The 3D model shall be part of and made available at the
WORK Site for discussion, demonstration and use during any
design or construction review. CONTRACTOR shall have a
workstation and people available to operate the three-dimensional
(3D) CADD model for all FACILITIES. SAUDI ARAMCO shall be
able to review the model for all FACILITIES at any time.

3.8.2 During any design review, CONTRACTOR, in conjunction with


Affiliated Contractor, shall afford SAUDI ARAMCO its full
cooperation. Such cooperation shall extend to providing meeting
space, personnel, review agenda, calculations, drawings, design
data and other assistance as may be relevant to the specific topic
under review.

3.8.3 CONTRACTOR shall provide one (1) dedicated workstation for


SAUDI ARAMCO use located in the CONTRACTOR’s Site
Offices or in SAUDI ARAMCO Temporary Site Facilities, as
determined by the Company Representative, to access and
review the model. CONTRACTOR shall make available qualified
personnel to operate the three-dimensional (3D) CADD model for
all the FACILITIES. The 3D CADD model shall be provided at the
WORK Site no later than the date on which it is provided for
review by the Affiliated Contractor under the Engineering
Contract.

3.8.4 CONTRACTOR shall update the 3D model and submit to SAUDI


ARAMCO as part of the as-built deliverables.

3.9 Review Drawings

CONTRACTOR shall submit electronic media and hard copies of drawings


and documents to SAUDI ARAMCO in the quantities required by the
Company Representative. All drawings and documents shall be bound
and arranged in a format acceptable to Company Representative.
CONTRACTOR shall comply with SAEP-0303 in the event of an
established electronic review work process for drawings and documents.

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

3.9.1 Review Comments and Resolution


3.9.1.1 CONTRACTOR shall write in a log all comments,
recommendations, concerns and deficiencies in the
WORK noted by either SAUDI ARAMCO or others and
resolve those concerns or actions identified in each
design review. The design review log shall clearly
identify the reviewer, explain each item raised and
identify the organization responsible for resolving the
items raised, or executing the required action, and the
expected date for resolving the item. CONTRACTOR
shall maintain and provide to Company Representative
weekly status report of all issues until resolved.
3.9.1.2 Each review shall only be considered complete upon
Company Representative written approval of the
resolution of deficiencies or actions.

3.10 Right to Review WORK

3.10.1 CONTRACTOR’s submittal of documentation to SAUDI ARAMCO


for review or comment shall be scheduled during normal
CONTRACTOR working hours on normal scheduled
CONTRACTOR workdays or otherwise agreed between SAUDI
ARAMCO and CONTRACTOR. Documents submitted for review
after normal CONTRACTOR working hours shall be considered
received by SAUDI ARAMCO the next workday. Documents
received on a non- normal scheduled CONTRACTOR WORK day
shall be considered received on the next normal scheduled
CONTRACTOR WORK day.

3.10.2 Any documents that are returned to CONTRACTOR with SAUDI


ARAMCO comments shall, when revised by CONTRACTOR, be
resubmitted to Company Representative, together with a
response list on all provided comments including the previous
submission containing SAUDI ARAMCO comments for further
SAUDI ARAMCO review and comments.

3.10.3 CONTRACTOR shall establish and maintain an electronic


database in a format acceptable to SAUDI ARAMCO, to include
listing of all submitted documents, dates of submittal, dates of
return, SAUDI ARAMCO comments and CONTRACTOR’s
responses/agreed actions to comments. SAUDI ARAMCO shall
have access to the database at all times and be provided with an
updated copy of this log at each Weekly Progress Meeting.

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

3.10.4 Exercise of SAUDI ARAMCO’s right to review, inspect, or monitor


CONTRACTOR’s performance, hereunder, shall not relieve
CONTRACTOR of any of its obligations under this Contract.

3.10.5 SAUDI ARAMCO’s comments on project documents returned to


CONTRACTOR after SAUDI ARAMCO review or comment and
any comments noted in log books or other documents provided
for comments following witnessing or inspections at Vendor
facilities or the WORK Site shall serve as notification to
CONTRACTOR of any non-compliance with this Job Specification
without further notice from SAUDI ARAMCO. Absence of SAUDI
ARAMCO comments on project documents or in log books or
other documents shall not relieve CONTRACTOR of responsibility
for non-compliant items that may later be identified by SAUDI
ARAMCO.

3.10.6 SAUDI ARAMCO reserves the right to review and comment on all
documents prepared, produced, provided or supplied by
CONTRACTOR, its Subcontractors and Vendors and any non-
commercial documents or communications produced by
CONTRACTOR or its Subcontractors and Vendors.

3.10.7 As requested by the Company Representative, CONTRACTOR


shall provide copies of any outgoing and incoming non-
commercial communications between CONTRACTOR and the
Affiliated Contractor, Subcontractors, Vendors, Other Contractors
or Licensors to SAUDI ARAMCO within one (1) working day of
issuing or receiving such communications.

3.10.8 CONTRACTOR shall provide technically qualified personnel to


discuss with Company Representatives any issues related to
constructability, design documents, interfaces, vendor submittals,
or any other issues of a technical nature.

3.11 Non Material Requirements (NMR)

3.11.1 CONTRACTOR shall develop and assist Affiliated Contractor in


developing and submitting the project record books, operating
instructions manual and other NMR requirements set forth in the
Engineering Contract.

3.11.2 CONTRACTOR shall include SAUDI ARAMCO’s Project


inspection department as a recipient of the distribution of the
inspection reports and test plans required by SAER 1972
“Minimum Inspection Levels”.

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

3.11.3 Mechanical Completion shall not be considered achieved until all


NMR have been submitted by CONTRACTOR and accepted by
SAUDI ARAMCO.

3.12 Welding Requirements

CONTRACTOR shall incorporate the appropriate provisions of SAEP-352,


concerning approval of welding procedure specifications and qualification
records, into Purchase Requisitions and Purchase Orders and verify all
Vendor and Subcontractor shop and field fabricators’ compliance with the
provisions.

3.12.1 CONTRACTOR shall submit welding procedures, weld maps and


Non-Destructive Testing (NDT) procedures for all shop fabricated
items for Company Representative’s approval prior to
commencement of any fabrication. Any rework or delays caused
by CONTRACTOR’s failure to obtain Company Representative’s
approval for welding procedures, weld maps and/or NDT
procedures shall not be the basis for claims by CONTRACTOR
for additional compensation or schedule extensions.

3.12.2 CONTRACTOR shall ensure that all Vendor and Subcontractor


shop and field fabricators’ welding, weld repair, welder
certification and other associated welding procedures are
developed, implemented and maintained in accordance with
Schedule “Q”.

3.13 On-Stream Inspection (OSI) and Equipment Inspection Schedule Report


(EIS)

CONTRACTOR in Conjunction with Affiliated Contractor shall provide an


Equipment Inspection Schedule Report (EIS) in accordance with SAEP-20
and On-Stream Inspection (OSI), during the construction and Pre-
commissioning of the FACILITIES:

3.13.1 CONTRACTOR shall perform corrosion readings and analysis of


the installed WORK utilizing qualified professional corrosion
engineers to identify corrosion circuits within the FACILITIES.

3.13.2 "API-510 Pressure Vessel Inspection Code”, API-653 “Tank


Inspection, Repair, Alteration, and Reconstruction” and "API-57
Piping Inspection Code”, SAEP 1135 “On-Stream Inspection
Administration” and SABP-A-018 “GOSP Corrosion Control” shall
be used as the basis of the corrosion analysis WORK process.
The EIS shall include an analysis of the results of the inspection
activity on all piping circuits and major pressurized equipment
prioritized by their expected corrosion activity.

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

3.13.3 The analysis in Paragraph 3.13.1, above, shall form the basis of
the EIS to be provided by the CONTRACTOR.

3.13.4 The EIS shall include digitized isometric drawings for piping and
pressurized equipment presented in a format acceptable to the
Company Representative of all the corrosion circuits showing
designated locations for ultrasonic Thickness Measurements
(TML).

3.13.5 TML type shall be single points with the exception of injection
points. Close grid ultrasonic measurements or scanning shall be
used for injection points.

3.13.6 CONTRACTOR is responsible for ensuring that all initial (base


line) thickness measurements are taken at the TML locations per
Paragraphs 3.13.1 and 3.13.2.

3.13.7 After the TMLs assignment per Paragraphs 3.13.1 and 3.13.2,
above, CONTRACTOR shall obtain ultrasonic wall thickness
measurement of TMLs to benchmark the original condition before
product, media or fluid introduction and service exposure.

3.13.8 The benchmark (baseline) thickness data shall be provided after


clearing construction debris, i.e. grit blasting, hydrotest, required
chemical cleaning, and air blowing for all piping circuits and
pressurized equipment.

3.13.9 Systematic Monitoring Program of piping, vessels and tanks for


general loss of wall thickness and localized metal loss in critical
process shall be established and carried out as per the guidelines
of SAEP-1135 and with the utilization of System Assurance &
Inspection Facilities (SAIF) Inspection Program.

3.13.10 CONTRACTOR, upon the request of the Company


Representative, shall provide all assistance required to upload,
migrate and or transfer all the inspection data to the SAUDI
ARAMCO database at no additional cost to SAUDI ARAMCO.

3.13.11 Construction inspection records shall reflect all inspection


activities performed during the WORK. The documentation of
these inspections activities shall be in accordance with SAEP-
1150 and SAEP-122.

3.13.12 The EIS interval readings during the construction recorded in the
PIRB shall be submitted to Company Representative thirty (30)
days prior to Mechanical Completion.

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

3.13.13 The Construction inspection records book shall be submitted to


Company Representative thirty (30) days prior to Mechanical
Completion.

3.13.14 Pre-commissioning record books shall include all records of all


Pre-commissioning activities carried-out during construction prior
to start-up.

4 CONSTRUCTION

4.1 Survey Monuments and Survey Control

CONTRACTOR shall carefully preserve all monuments, benchmarks,


reference points and stakes. CONTRACTOR will be charged with the
expense of replacement of any such items destroyed and shall be
responsible for any mistake or loss of time that may be caused.

Permanent monuments or benchmarks which must be removed or


disturbed shall be protected until they can be properly referenced for
relocation. CONTRACTOR shall furnish material and assistance to
SAUDI ARAMCO for the proper replacement of such monuments or
benchmarks.

4.2 Access to the WORK Site

CONTRACTOR shall monitor SAUDI ARAMCO, and control


CONTRACTOR, Vendor and Subcontractor personnel access and egress
to and from the WORK Site. CONTRACTOR shall implement a
monitoring and control system such as identification cards, vehicle and
equipment stickers issued for access to the WORK Site. SAUDI
ARAMCO may at any time ask for a personnel and equipment count
report at the WORK Site. A weekly summary report of personnel and
equipment at the WORK Site shall be submitted as part of the monthly
progress report.

4.3 Personnel at the WORK Site

CONTRACTOR personnel on the WORK Site or fabrication area shall


wear distinctive clothing and/or hard-hats or other visible means of
identification to show (1) by which Contractor they are employed and (2)
what special certifications, if any, they hold. Such means of identification
shall be subject to prior review and approval by the Company
Representative and shall be included in the Project Execution Plan (PEP).

4.3.1 CONTRACTOR shall obtain SAUDI ARAMCO IDs in accordance


with SAUDI ARAMCO requirements for CONTRACTOR’s,
Vendors’ and Subcontractors’ personnel. CONTRACTOR shall be
responsible for any loss, damage or misuse of SAUDI ARAMCO

B-27
SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

IDs for CONTRACTOR’s, Vendors’ and Subcontractors’


personnel. CONTRACTOR shall be fully responsible for any
delays resulting from failure to obtain the necessary security
clearances and IDs.

4.3.2 CONTRACTOR shall ensure that all CONTRACTOR and


Subcontractor construction personnel wear safety equipment (i.e.,
hard hats, safety glasses and shoes, ear protection, fire
resistance, fire retardant clothing uniforms and other safety
equipment) and flame resistance uniforms at the WORK Site.

4.3.3 CONTRACTOR shall provide to SAUDI ARAMCO, by 7:30 a.m.


each work day, the previous work day's work force report showing
the numbers of CONTRACTOR, Subcontractor and Vendor
personnel, broken down by WORK area, crafts and nationality,
and a list of all equipment at the WORK Site. CONTRACTOR
shall provide additional information on the performance of the
WORK as may be requested by SAUDI ARAMCO for its internal
reporting requirements.

4.3.4 After the introduction of any hydrocarbons to the FACILITIES,


CONTRACTOR shall provide for all of its employees working
inside the plant at that time with Fire Resistance Clothing (FRC).
CONTRACTOR shall also ensure compliance by Vendor and
Subcontractor employees.

Fire Resistant Clothing shall meet the requirements of the SAUDI


ARAMCO Loss Prevention Safety Management Guide 06-001-
2010.

4.3.5 After the introduction of any hydrocarbons to the FACILITIES,


CONTRACTOR shall provide Gas Analyzer Devices for its
employees and Subcontractor and Vendor employees. Five (5)
Gas Analyzers Devices shall be provided for SAUDI ARAMCO
personnel use. Model & specifications of these Gas Analyzer
Devices shall be submitted for Company Representative approval
prior to providing them.

4.3.6 CONTRACTOR shall provide thirty (30) days’ advance written


notice to the Company Representative prior to the demobilization
of Key Personnel or major equipment.

4.4 Certifications

Further to the requirements of Paragraph 3 of Schedule “A”,


CONTRACTOR shall ensure that all specialist personnel such as
equipment operators, welders, riggers, painters, electricians, have in their

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

possession at all times the proper craft/trade certification as may be


required by the Saudi Arab Government and/or SAUDI ARAMCO.
CONTRACTOR shall obtain SAUDI ARAMCO approval of all job
classifications (crafts) that require qualification procedures and job
clearance cards according to SAUDI ARAMCO requirements.
CONTRACTOR shall not perform any such WORK without such permits.
Cranes or heavy equipment shall be allowed to work on the WORK Site
upon having all required current valid Saudi Arab Government and SAUDI
ARAMCO permits, certificates, operator certificates and approvals.

4.4.1 WORK Permits

After MCAN for the FACILITIES or portion thereof,


CONTRACTOR shall be prepared to request from plant
operations the proper WORK Permits and shall be familiar with
the WORK Permit System:
4.4.1.1 CONTRACTOR shall obtain all necessary WORK
Permits for the performance of WORK at the WORK
Site according to the requirements set forth in Schedule
“D” of this Contract. CONTRACTOR shall not perform
any WORK requiring a WORK permit without such
permits.
4.4.1.2 CONTRACTOR shall obtain work permits prior to arrival
of CONTRACTOR personnel at the WORK Site to
avoid delays in commencement of daily WORK
activities. CONTRACTOR shall submit no later than
one (1) hour after scheduled work start, daily lists of
CONTRACTOR personnel engaged in WORK where
the WORK being performed requires a work permit.
4.4.1.3 CONTRACTOR shall be responsible for any schedule
delays and/or cost impact associated with
CONTRACTOR’s inability to obtain work permits due to
CONTRACTOR’s failure to properly and timely
complete forms, or to comply with, or execute the
established SAUDI ARAMCO work permit procedures.

4.5 Interfaces with and Support to Affiliated Contractor

4.5.1 CONTRACTOR shall maintain all necessary functions and


facilities for continuous liaison and support to Affiliated Contractor,
including a full-time representative resident in the Affiliate
Contractor’s office, a qualified and approved Construction
Manager and Project Planner at the Design Office to facilitate and
coordinate the Constructability of the WORK. CONTRACTOR
shall also maintain such functions and facilities for such additional
time as may be required to complete the specific terms of this

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

Contract and the Engineering Contract. CONTRACTOR shall be


fully aware of the requirements of the Engineering Contract.
CONTRACTOR shall provide all procurement and construction
support required by the Affiliated Contractor in performance of the
work under the Engineering Contract. CONTRACTOR shall be
responsible for resolving manufacturing / fabrication, installation,
construction, Pre-commissioning and Mechanical Completion
problems/ issues necessary to ensure the successful
performance of the Affiliated Contractor’s work.

4.5.2 In conjunction with the Affiliated Contractor, CONTRACTOR shall


incorporate maintainability provisions in the design for preventive,
normal overhaul and major maintenance of the FACILITIES.

4.6 Construction Site Subsurface


In the event of probable and possible subsurface obstructions and
hazards, CONTRACTOR shall develop and submit a WORK Site
subsurface hazard identification plan for Company Representative’s
review and comment thirty (30) days prior to commencing construction
work. CONTRACTOR site subsurface hazard identification plan shall
identify probable and possible subsurface hazards such as natural
obstructions, pipelines, utilities and services and shall describe
CONTRACTOR proposed methods to locate and identify and provide
details of the excavation to be performed, show layouts and depths and
hazard safe management procedures prior to commencing excavation in
any WORK Site area.

4.7 Constructability Program

4.7.1 In conjunction with the Affiliated Contractor, CONTRACTOR shall


develop and execute a constructability program for the WORK to
optimize engineering, detail design and procurement with
construction methods, logistics, schedules and safety objectives
and to facilitate the WORK Schedule. The constructability
program shall be executed generally in accordance with
Construction Industry Institute (CII) publications SD-5,
“Constructability Improvement during Engineering and
Procurement”, and SD-6, “Control and Construction Project
Scope.”

4.7.2 The constructability program shall be submitted for review sixty


(60) days after the effective date of the Contract to the Company
Representative, with the following minimum subjects:
4.7.2.1 Constructability procedures.
4.7.2.2 Construction execution plan (plan to follow the
construction logic).

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

4.7.2.3 List of special construction methods such as pipe rack


erection, loading and major lift procedures.
4.7.2.4 Project-wide construction logic and activity durations for
inclusion in the schedule.
4.7.2.5 A logistics plan for the WORK.
4.7.2.6 A comprehensive plan for interfaces with Other
Contractors or with other work being performed within
or adjacent to the WORK Site.

4.7.3 CONTRACTOR shall advise the Company Representative of all


constructability program meetings at least one week prior to each
meeting.

4.7.4 CONTRACTOR shall issue monthly constructability reports


throughout the duration of the WORK until Mechanical
Completion to the Company Representative beginning ninety (90)
days after the effective date of the Contract including, as a
minimum, all constructability issues considered, ideas
implemented and the expected schedule impact.

4.8 Photography

CONTRACTOR understands that possession and use of cameras in


restricted areas in Saudi Arabia, without proper written authority, is
prohibited by SAUDI ARAMCO and the Saudi Arab Government.
CONTRACTOR shall photograph SAUDI ARAMCO facilities only after
obtaining the express written approval of the Company Representative.
CONTRACTOR requests for photography shall be governed by and in
accordance with SAUDI ARAMCO General Instruction GI 710.011.

4.9 Heavy Lifts

CONTRACTOR is responsible for all heavy and oversize equipment


transportation and rigging from ex-works to final resting location.

4.9.1 CONTRACTOR shall provide heavy equipment transportation and


rigging plan for Company Representative’s review and comment
ninety (90) days prior to the expected delivery of the first heavy lift
or oversized piece of equipment at the WORK Site.
CONTRACTOR shall survey and study the routes for moving the
equipment and shall advise SAUDI ARAMCO, timely, in case any
modifications are required to be carried out by CONTRACTOR on
the route for executing the transport.

4.9.2 CONTRACTOR shall submit to Company Representative a heavy


lift and erection plan for each equipment and pipes to be erected

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

over existing live pipes sixty (60) days prior to the scheduled
erection date.

4.9.3 The heavy equipment transportation and rigging plan at a


minimum shall address road load and clearance requirements,
ex-works to final resting location transport sequence, crossing
pipeline corridors, routings under/overhead electrical power lines,
the use of underwriters’ cargo surveyors as applicable, access to
the WORK Site, coordination of rigging, lifting and final placement
activities to handle the heavy load/ oversize items, and
appropriate Saudi Arab Government agency permits and
clearances required for the transportation.

4.9.4 For scheduling and coordination purposes, CONTRACTOR shall


provide a seventy two (72) hour advance WORK Site notice to
Company Representative for each equipment and pipes to be
erected over existing live pipes and for each heavy equipment
delivery notice to Company Representative.

4.9.5 CONTRACTOR shall ensure that Issued for Construction (IFC)


documents are based on heavy transport and lift construction
plans for the FACILITIES or separable portions thereof.
CONTRACTOR shall ensure that all relevant documents fully
reflect the certified ratings of the construction equipment
CONTRACTOR proposes to use during the construction WORK
including adequate safety margins, as applicable.

4.9.6 CONTRACTOR shall design pipeline crossings to satisfy SAES-L-


460, and Library Drawing AC-036660 Sheet 004 in order to
handle the maximum expected loads over the life of the project.
The proposed pipeline crossing designs shall be submitted to
SAUDI ARAMCO for review sixty (60) days prior to Site
Mobilization Start. Review by SAUDI ARAMCO shall not relieve
CONTRACTOR from its obligation to provide adequate designs
for such pipeline crossings.

4.9.7 CONTRACTOR shall provide and lay down thick steel plates as
needed to protect any underground installations like duct banks if
they are installed in areas where Heavy Equipment will be
passing over these areas even if this route is utilized for
temporary durations or during the project construction period only.

4.10 Radios

CONTRACTOR shall be responsible for applying for and obtaining


permission to operate any two-way intrinsically safe radio transmission /
receiving equipment to assist CONTRACTOR to perform the WORK.

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

CONTRACTOR shall comply with the current SAUDI ARAMCO


established procedure to be followed by all radio operators during a
declared emergency. CONTRACTOR understands that the use of two-
way radio equipment is a convenience and is not an essential tool for
performing WORK.

4.11 Cleaning, Flushing, and Laying up of the Piping Spools and Systems

CONTRACTOR shall develop detailed specifications/procedures for


cleaning, flushing and laying up of the piping spools and systems. These
specifications/procedures shall be established identifying acceptable
methods that will be applicable for every individual system category.
CONTRACTOR shall adhere to SAES-L-350 and SAES-A-007
requirements as part of the Contract deliverables for cleaning, flushing,
and laying up of the piping spools and systems. Any damage that results
from non-adherence to SAES-L-350 and SAES-A-007 must be replaced,
tested and inspected at the CONTRACTOR’s cost.

4.12 Pre-commissioning and Mechanical Completion

4.12.1 In conjunction with the Affiliated Contractor, CONTRACTOR shall


develop and submit a project-specific plan for start-up (“Start-Up
Plan”) for SAUDI ARAMCO’s comment no later than ninety (90)
calendar days from the effective date of the Contract. The Start-
Up Plan shall include, but not limited to, the utilization of marked
drawings for the identification of all valves required to be isolated
and blinds to be installed during the start-up of each system.
CONTRACTOR shall be responsible for the required valves
isolation and blind installation during system or group of systems
commissioning and pre-commissioning. CONTRACTOR is also
responsible for supplying any temporary blinds and gaskets that
are required for any system commissioning and pre-
commissioning as well as reinstatement of permanent blinds at no
cost to the SAUDI ARAMCO.
Subject to SAUDI ARAMCO’s approval, the Start-Up Plan shall be
executed generally in accordance with Construction Industry
Institute (CII) Publication “Planning for Start-Up, Implementation
Resource 121-2” and shall comply with requirements set forth in
this Job Specification.

4.12.2 In conjunction with the Affiliated Contractor, CONTRACTOR shall


develop and submit a project-specific Pre-commissioning and
Mechanical Completion Plan for the FACILITIES for SAUDI
ARAMCO’s comment no later than two hundred and seventy
(270) calendar days from the effective date of the Contract. The
Pre-commissioning and Mechanical Completion Plan shall adhere
to the Pre-commissioning and Mechanical Completion

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

requirements contained or referenced in Schedule "A" and


Schedule "B" of this Contract.

4.12.3 CONTRACTOR shall provide, at CONTRACTOR’s cost, an


experienced and suitably qualified person, subjected to SAUDI
ARAMCO approval, to oversee the Pre-commissioning work
described in the Pre-commissioning and Mechanical Completion
Plan for the FACILITIES.

4.12.4 In format acceptable to SAUDI ARAMCO, CONTRACTOR shall


prepare test results packages for the following:
4.12.4.1 Safety relieve devices (PZVs)
4.12.4.2 Piping/equipment pressure testing
4.12.4.3 Electrical equipment testing and energization
4.12.4.4 Instrumentation loop checks
4.12.4.5 Equipment final acceptance/closure
4.12.4.6 Valves required to be tested at the site per SAES-L-108
4.12.4.7 Tie in packages to existing or interface system as
applicable.

4.12.5 SAUDI ARAMCO will review the above mentioned packages to


ensure all the required work, including inspection and testing, has
been completed by CONTRACTOR satisfactorily.

4.12.6 CONTRACTOR shall supply all required Pre-commissioning


fluids, including but not limited to: water, air, nitrogen, steam, oil
and chemicals.

4.12.7 CONTRACTOR shall provide a new hydrotest shelter which will


be used to facilitate all reviews, meetings and other issues related
to A/G piping hydrotest (Hydrotest). This shelter shall be equipped
with electrical and non-electrical utilities including but not limited
to:
a) Power;
b) Utility and sewage water;
c) PC for tracking test packages;
d) Tracking board;
e) Filling cabinets numbered and organized to store Hydrotest
packages.
f) Dedicated office for SAUDI ARAMCO use.

B-34
SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

CONTRACTOR shall make this building ready two weeks before


commencing Hydrotest activities at the WORK Site. Janitorial
services, water, soft drinks to be also provided by the
CONTRACTOR. The layout of this building shall be a reasonable
open space and small office. All furniture shall be of similar quality
to the main SAUDI ARAMCO Site Office.

4.12.8 CONTRACTOR shall make sure the gaskets used for Hydrotest
are of approved and non-poisonous materials. These gaskets
shall have a rating that matches the Hydrotest pressure and shall
not be reused for other Hydrotests. CONTRACTOR shall utilize
special identification (color coding) systems to identify gasket
type, rating and use permanent or temporary.

4.12.9 CONTRACTOR shall provide appropriate barricades surrounding


the Hydrotest location with signs indicating “Hydrotest Ongoing”
activities. Also, personnel conducting Hydrotests shall have
independent radios for their own use.

4.12.10 Upon completion of electrical substation, CONTRACTOR shall


follow the Energization procedures in accordance with GI-2.710.

4.13 Valve Testing and Inspection

Valve testing at the WORK Site shall be performed per SAES-L-108. Any
noted defects or failures are to be remedied to the satisfaction of the
Company Representative. Valve testing and repair to be performed in
workshop approved by SAUDI ARAMCO. CONTRACTOR shall maintain
documentation to evidence compliance with these requirements.

4.14 Safety Valve Testing and Documentation

4.14.1 CONTRACTOR shall ensure that all safety relief devices (e.g.,
relief/safety valves, emergency vent, vacuum breakers and
rupture disks) installed in the FACILITIES are identified by a
unique number in accordance with SAEP-318 “Pressure Relief
Valve Program Authorization for Installation, Deletion and
Changes” and SAEP-319 “Pressure Relief Valves-Routine Test,
Inspection, Quality Assurance & Regulation”. CONTRACTOR
shall request such numbers from SAUDI ARAMCO.

4.14.2 CONTRACTOR shall designate a coordinator to ensure that all


safety devices meet the requirements of SAES-J-600, including
skid mounted and packaged equipment. The coordinator shall
ensure that the proper documentation as outlined below is
assembled during the procurement phase.

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

4.14.2.1 CONTRACTOR shall prepare the SAUDI ARAMCO


form 8020-611 ENG for every safety relief valve in
accordance with 34-SAMSS-611 “Safety Relief Valves
Conventional and Balanced Types” or 8020-612 ENG
form per 34-SAMSS-612 “Safety Relief Valves Pilot
Operated Types”. These forms shall be submitted with
a 3099A form in accordance with SAEP-1131 “Pressure
Relief Valve Program Use of Form 3099A, RV
Authorization” to the Company Representative.
4.14.2.2 Upon approval of the forms, a unique safety relief
number will be issued by SAUDI ARAMCO to the
CONTRACTOR.

4.14.3 CONTRACTOR shall remove from the FACILITIES all safety


valves, including Vendor supplied equipment, and transport them
to SAUDI ARAMCO approved test facilities. CONTRACTOR shall
then have the safety valves bench tested, certified, sealed and
tagged according to SAEP-318 and SAEP-319 not more than
sixty (60) and not less than fifteen (15) days prior to Mechanical
Completion of the FACILITIES, or separable portions thereof.

4.14.4 When CONTRACTOR utilizes a Subcontractor to test and verify


the safety relief valve integrity, the Subcontractor shall be SAUDI
ARAMCO approved and shall complete a 3750 form in
accordance with SAEP-1133 “Form 3750, Pressure Relieving
Device Test Report”. This form shall be forwarded to the
Proponent Maintenance group via the Company Representative.

4.14.5 CONTRACTOR shall ensure that car sealing of all safety valves is
maintained at all times after permanent installation and shall have
safety valves re-tested, re-certified and car sealed, if car sealing
is broken for any reason. CONTRACTOR shall provide safe
transportation from valve shop to the WORK Site.

4.14.6 CONTRACTOR shall check the various documents in the


package against the nameplate of each safety valve for errors or
inconsistencies and correct any error or inconsistencies.

4.14.7 CONTRACTOR shall, for each safety valve, assemble a package


which shall include the Form 3099A, Form 3750, the applicable
P&IDs; Safety Instruction Sheet (SIS); valve instrument
specification sheet and the relief valve calculation sheet.

4.14.8 CONTRACTOR shall submit two (2) copy of each completed


package to Company Representative prior to Mechanical
Completion of the FACILITIES or separable portions thereof.

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

CONTRACTOR shall create and maintain a comprehensive


database for all safety valves in the FACILITIES.

4.15 Vendor Assistance

In conjunction with the Affiliated Contractor, CONTRACTOR shall provide


at the WORK Site, Vendor representative services to ensure proper
installation, testing, and Pre-commissioning of equipment as necessary to
maintain Vendor warranties and as required to successfully achieve the
Mechanical Completion and the Pre-commissioning of the FACILITIES or
separable portions or systems.

4.16 Mechanical Completion Acceptance Notice (MCAN)

4.16.1 Further to Paragraph 9.3 of Schedule "A", CONTRACTOR shall


follow the requirements and procedures specified in GI-2.710,
“Mechanical Completion and Performance Acceptance of the
Facilities”.

4.16.2 CONTRACTOR, as directed by Company Representative, shall


take an active part and shall be responsible to perform WORK,
troubleshoot, resolve problems and modify items of the
FACILITIES in order to satisfy the requirements delineated in GI
2.710, specifically supplement GI 2.710-6.

4.16.3 Any WORK item required prior to achieving the MCAN which
CONTRACTOR performs, or for which CONTRACTOR provides
assistance is considered part of the original scope of WORK and
is included in the Contract. Mechanical Completion shall not be
considered achieved until all Project Record Books, Operating
Instructions and other NMR requirements set forth in the
Engineering Contract have been submitted by CONTRACTOR
and approved by SAUDI ARAMCO.

4.16.4 As part of CONTRACTOR notice to SAUDI ARAMCO of


achieving Mechanical Completion, CONTRACTOR shall prepare
a list of exception items which Company Representative has
accepted the CONTRACTOR scheduled completion after MCAN.
This exception list shall include all open record/log books entries,
Non-Conformance Report (NCR), and any other items identified
by SAUDI ARAMCO at any time prior to MCAN.

4.16.5 CONTRACTOR shall maintain, update and publish the exception


list on a daily basis. A report on the status of the exception items
shall be issued as requested by Company Representative;
however not later than four (4) hours after receipt of request.

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

4.17 Catalysts, Chemicals, Lubricants

4.17.1 CONTRACTOR shall provide and install the initial charge,


including catalysts, catalyst metals and Start-Up quantities of all
chemicals, filtration materials, suction screens, gaskets,
lubricants, desiccants, industrial gases, emulsifiers, batteries,
transformer oils and any other operating fluids, consumables and
materials required for the Pre-commissioning, Commissioning,
Start-Up and for a minimum of ninety (90) calendar days normal
operation of the FACILITIES, based on the full design capacity,
from the date of the approval of the final MCAN, in accordance
with Vendors’ and Licensors’ requirements and procedures. All
unused materials provided in accordance with this Paragraph
shall be properly packed, stored and documented by
CONTRACTOR and shall become the property of SAUDI
ARAMCO. CONTRACTOR shall load the initial charge and Start-
Up quantities of all such operating materials required for Pre-
commissioning, Mechanical Completion and initial operation of
the FACILITIES or separable portions thereof.

4.17.2 CONTRACTOR shall be responsible for the preservation and


storing of all catalysts, catalyst metals, chemicals, fuels, filtration
materials, lubricants, desiccants, industrial gases, emulsifiers,
batteries, transformer oils and any other operating fluids,
consumables and materials required for the on-stream operation
of the FACILITIES in designated chemical storage shelters in
accordance with Vendors’ and Licensors’ requirements and
procedures. The chemical storage shelters shall be those
designed by the Affiliated Contractor and constructed by
CONTRACTOR for the FACILITIES.

4.18 WORK after Mechanical Completion

WORK in any portion of the FACILITIES for which the MCAN has been
issued, including WORK related to the exception items list, shall be
accomplished upon CONTRACTOR’s receipt of a SAUDI ARAMCO
WORK Permit in accordance with GI. 2.100. CONTRACTOR understands
that controlled Performance Acceptance activities take precedence, and
shall adjust its WORK to accommodate SAUDI ARAMCO priorities.

4.18.1 CONTRACTOR shall schedule the activities to be witnessed,


reviewed, inspected and/or approved for Commissioning and
Performance Acceptance in conjunction with SAUDI ARAMCO.

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

4.19 Commissioning and Start-Up Assistance

4.19.1 In conjunction with Affiliated Contractor, CONTRACTOR shall


provide adequate and updated documentation to SAUDI
ARAMCO to permit the proper and safe Start-Up, Commissioning,
operation and maintenance of the FACILITIES.

4.19.2 Such documentation shall include, but is not limited to, ‘red lined’
IFC drawings, “as built” drawings, Subcontractors’ / Vendors’ /
manufacturers’ drawings, spare parts lists, Start-Up spare parts
lists, equipment operating and maintenance manuals, Plant
Operating and Start-Up Manuals/records and calculation records.

4.19.3 In accordance with Paragraph 9.6 of Schedule “A”,


Commissioning and Start-Up assistance shall not exceed one
hundred thousand (100,000) man-hours of labor and forty
thousand (40,000) hours of equipment usage. This man-hours
total does not include Vendor representatives’ man-hours.
CONTRACTOR shall be compensated in accordance with the unit
rates set forth in Schedule "C". CONTRACTOR shall notify
SAUDI ARAMCO upon reaching 60,000 Man-hours and/or 20,000
hours of equipment usage.

4.19.4 Intentionally deleted.

4.19.5 Upon SAUDI ARAMCO request, CONTRACTOR shall make


available, at SAUDI ARAMCO’s cost, selected members of Pre-
commissioning team for overseeing the plant Start-Up activities,
subsequent to Mechanical Completion of the FACILITIES in Saudi
Arabia.

4.19.6 CONTRACTOR shall supply mobile maintenance and access


equipment, tube bundle pullers and special tools needed to
support the Commissioning and Start-Up of the FACILITIES. In
addition CONTRACTOR shall provide physical access (ladders,
platforms, man-lifts etc) for SAUDI ARAMCO inspectors for
verification of the works.

4.19.7 As a minimum, CONTRACTOR shall provide Vendor


Representatives for Installation and Pre-commissioning services
for the following equipment:

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

Vendor Representatives
Allocated
Pre-
Equipment Installation POST –MC
commissioning
Man-Hours
Compressors X X 200
STG X X 400
Pumps X X 200
Gas Turbine X X 200
CGTG-Generator X X 200
Heat Exchangers –
X X 200
Plate Type
Thermodynamic
X X 200
Performance monitoring
Seawater Filters X X 200
Nitrogen Generation
X X 400
Package
Air Dryer Package X X 200
Polishing & Condensate
X X 200
Package
PCS X X 200
Analyzers & Gas
X X 200
Chromatograph System
Paging System X X 200
Fire Detection System X X 200
Transformers X X 200
Switchgears, MCC’s
X X 200
and Protection Relays
PSA X X 200
HVAC X X 200
UPS and DC System X X 200
Control Valves/MOV/ZV
X X 200
Valves
GIS & Associated
X X 200
equipment
Automatic Transfer
X X 200
Switch

Note: CONTRACTOR shall review the requirements in order to


maintain Vendor warranties and as required successfully achieve
Mechanical Completion of the FACILITIES.
Installation for the PCS & Subsystems shall also include the
supervision by the Vendor for the field WORK outside the control
room.
CONTRACTOR shall advise Company Representative when
Vendor Representatives are ready to demobilize from the WORK

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

Site and arrange to make such Vendor representative available to


SAUDI ARAMCO if requested by Company Representative during
Commissioning and Start-up.

4.19.8 CONTRACTOR shall include the Vendor Representative


Commissioning and Start-Up Assistance Man hours indicated in
Paragraph 4.19.7 above within the Contract Lump Sum Price.

4.19.9 CONTRACTOR shall submit a daily time sheet for each Vendor
Representative for SAUDI ARAMCO verification and approval.

4.19.10 In the event the SAUDI ARAMCO approved man-hours is less


than the number presented in Paragraph 4.19.7 above, SAUDI
ARAMCO shall be credited for the quantity of man-hours not
utilized in accordance with the unit rates paid by CONTRACTOR
to the Vendor. SAUDI ARAMCO shall have the right to deduct
from a CONTRACTOR invoice any credit due to SAUDI ARAMCO
under this Paragraph after completion of Commissioning and
Start-up activities.

4.19.11 In the event the actual Commissioning assistance man-hours


greater than the number presented in Paragraph 4.19.7 above,
CONTRACTOR shall be compensated for the extra man-hours in
accordance with the unit rates in the Vendor priced Purchase
Order submitted to COMPANY, and paid by the CONTRACTOR
to the Vendors. CONTRACTOR shall provide means of proof for
such payments at time of its invoice.

4.19.12 CONTRACTOR shall issue an invoice for any compensation due


under this Paragraph after completion of Commissioning activities

4.19.13 For Vendor Representatives, post mechanical completion that are


not specifically identified in this Paragraph, CONTRACTOR shall
be paid by SAUDI ARAMCO the actual invoiced cost paid by
CONTRACTOR for Vendor Representatives directly engaged in
the performance of the WORK.

4.19.14 CONTRACTOR is responsible to supply three (3) full volume


nitrogen fills to the entire process facilities (including all
equipment such as piping, stationary, rotating etc.) which will be
constructed under this Contract.

4.19.15 CONTRACTOR is responsible for commissioning of all non-


hydrocarbon systems at no additional cost to SAUDI ARAMCO

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

4.20 Loss Prevention and Safety

CONTRACTOR shall be fully responsible for WORK Site safety, security


and implementation of positive accident prevention measures in
accordance with Saudi Labor Law, Schedule "D" of the Contract and
SAUDI ARAMCO’s Construction Safety Manual.

4.20.1 Safety Supervisor

In addition to the requirements of Schedule “D”, CONTRACTOR


shall assign a fully qualified Safety Supervisor full time for the
duration of the Contract. Appointment of the CONTRACTOR
Safety Supervisor is subject to SAUDI ARAMCO review and
approval of candidates’ qualifications and, if requested by the
Company Representative, a personal interview.

4.20.2 Safety Programs and Plans

CONTRACTOR shall provide a Safety and Loss Prevention


Program which includes a specific Hazard Identification Plan and
a Program for visits to and safety inspections of the WORK Site,
storage and laydown areas and fabrication yards. The Program
shall include project specific safety procedures and shall include
details covering frequency of inspections, positive accident
prevention measures, record keeping and reporting procedures.

4.20.3 Safety Orientation

Prior to Construction start, CONTRACTOR shall ensure that all


CONTRACTOR, Subcontractor, Vendor and Licensor personnel
performing WORK are given a safety orientation to acquaint them
with WORK Site conditions, including actual and potential hazards
that might be encountered, and the equipment and practices that
must be used to minimize the possibility of accidents.

All CONTRACTOR personnel shall also be required to attend and


complete a safety orientation course.

CONTRACTOR will include SAUDI ARAMCO Safety


requirements in its orientation course.

4.20.4 Staffing Levels

CONTRACTOR shall ensure that there are sufficient qualified


safety personnel assigned to the WORK to ensure the full and
consistent implementation of the Loss Prevention and Safety
requirements of this Contract.

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

4.20.5 Weekly Safety Meeting

CONTRACTOR shall conduct a weekly safety meeting with all


CONTRACTOR personnel. The safety meeting will include as part
of the agenda weekly safety statistics, and a root cause analysis
discussion of an incurred loss time injury case. The discussed
topic shall be recorded and highlighted in the weekly progress
meeting.

4.20.6 Emergency Evacuation

CONTRACTOR shall develop and conduct emergency drills for its


personnel to test the effectiveness of its emergency evacuation
plan and to familiarize employees with evacuation routes and
assembly points. CONTRACTOR shall ensure that
CONTRACTOR, Subcontractor, and Vendor personnel
performing WORK are aware of the evacuation plan procedure.
Any stoppage and delay to the WORK due to these drills shall not
be deemed a cause for stand-by time and shall be to
CONTRACTOR’s account.

CONTRACTOR shall be aware that emergency drills are


conducted at the Refinery to test the effectiveness of the
Emergency Evacuation Plan and to familiarize employees with
evacuation routes and assembly points.

4.20.7 Plant Security and Inspection

CONTRACTOR shall make employees and their personal effects,


vehicles, materials, tools and equipment available for inspection
at the request of SAUDI ARAMCO. CONTRACTOR shall further
ensure that anything brought into the plant can be visibly
inspected.

No adjustment in Contract Price or additional time will be


authorized for delays resulting from satisfying inspection
requirements.

4.21 Inspection Log Books

CONTRACTOR shall, as a minimum:

4.21.1 Provide at a convenient location, at all times during the execution


of the WORK, “Inspection Log Books” and e-Log Books in a
format acceptable to SAUDI ARAMCO into which SAUDI
ARAMCO personnel can write comments regarding their
observations on the WORK Site, any observed safety or non-

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

compliance items associated with the WORK, the WORK Site or


CONTRACTOR’s Temporary Site Facilities, such as, fabrication
yards, laydown/storage yards, construction personnel camps and
warehouses.

4.21.2 Review the Inspection e-Log Books every working day and
respond in writing to all comments to the satisfaction of the
Company Representative within twenty-four (24) hours of when
the Inspection Log Book entry was made. Such response shall
include an indication of when the corrective action will be
completed, which is normally expected within three (3) days.

4.21.3 If requested, meet with and discuss with the Company


Representative or other SAUDI ARAMCO personnel who are
involved with reviewing the WORK any response made by
CONTRACTOR to the Inspection Log Book entries.

4.21.4 Develop and maintain a current database of all resolved (closed)


and unresolved (open) items from all Inspection Log Books.
CONTRACTOR shall prepare and issue Inspection Log Book
Reports from said database as requested by the Company
Representative.

4.21.5 Provide the Inspection Log Books and the Inspection Log Book
Reports in a format approved by Company Representative.
Separate log books for different inspection disciples or review
agencies shall be provided by CONTRACTOR, if requested by
the Company Representative.

4.21.6 Acknowledge that all Inspection Log Books, Inspection Log Book
Reports and the Inspection Log Book databases shall be the
property of SAUDI ARAMCO and shall be delivered to Company
Representative, if requested.

4.21.7 CONTRACTOR shall establish electronic log book program.


CONTRACTOR shall provide at least one (1) computer per area
to their inspectors to be able to read log entry and answer them.
All the above requirements for the normal log entry will apply. If
the electronic log book software is ready, this will replace the hard
copy above. However, all other log book requirements above will
be applicable.

4.22 Project Inspection Record Books

4.22.1 Project Inspection Record Books (PIRB) shall be provided by the


CONTRACTOR in the format described in SAEP-122 “Project

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

Records”, Appendix A. The PIRB shall be submitted one (1)


month prior to Mechanical Completion.

4.22.2 The PIRB are essential in setting the base line for the operating
facility to perform future inspections in corrosion monitoring to
ensure the continued safety of the FACILITIES.

4.22.3 CONTRACTOR, as soon as vessel and piping have been


identified, shall perform a corrosion analysis of the WORK utilizing
qualified Corrosion Engineers to identify corrosion circuits within
the facility. API-510 “Pressure Vessel Inspection Code” and API-
570 “Piping Inspection Code” shall be used as the basis of their
analysis. SAEP 1135 - On-Stream Inspection Administration –
provides additional guidance.

4.22.3.1 The analysis in Paragraph 4.22.3 shall form the basis of


an On-Stream Inspection (OSI) Program, to be
provided by the CONTRACTOR which shall prioritize all
piping circuits and major pressurized equipment by their
expected corrosion activity.

4.22.3.2 The PIRB for piping shall include digitized isometric


drawings of the corrosion circuits showing designated
ultrasonic Thickness Measurements Locations (TMLs).

4.22.3.3 The PIRB for all pressurized equipment shall include


digitized drawings of the equipment showing
designated locations for TMLs. The estimated number
of TMLs for the FACILITIES is 19,000 On-Stream
Inspection (OSI) data points in CONTRACTOR’s Scope
of Work (not subject to contract price variation).

4.22.3.4 TMLs type shall be single points with the exception of


Injection Points. Close grid ultrasonic measurements or
scanning shall be used for Injection Points.

4.22.3.5 CONTRACTOR is responsible for ensuring that all


initial (base line) thickness measurements are taken at
the TML locations per Paragraphs 4.22.3.2 and
4.22.3.3.

4.22.3.5.1 After the TMLs (On-Stream Inspection


Gauge Points) assignment per Paragraphs
4.22.3.2 and 4.22.3.3 of this Schedule “B”,
CONTRACTOR shall obtain Ultrasonic
Wall Thickness Measurement of TMLs to

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

benchmark the original condition before


media introduction and service exposure.

4.22.2.5.2 The benchmark (baseline) thickness data


shall be provided after clearing
construction debris, ie, grit blasting,
hydrotest, required chemical cleaning, and
air blowing for class 1 fixed-equipment and
piping (Carbon Steel Exposed To Amine,
Caustic, Wet H 2 S service, Acid Gas being
Scrubbed, eg, H 2 S, CO 2 ) and class 2
fixed-equipment and piping (BFW
Deaeration equipment). UT thickness
reading for Class 3 fixed-equipment and
piping can be taken after hydrotest and
dry-out.

4.22.3.6 CONTRACTOR shall cut insulation as required and


provide a removable cover with a full seal. The
insulation opening shall be two (2) inch diameter for
small piping (up to six (6) inch) and four (4) inch
diameter for more than six (6) inch piping or static
equipment (vessels, exchangers, etc). Injection points
shall be identified clearly as CIP in the OSI drawings.
Also, the exact location of TML (i.e. 3, 6, 9, 12 o’clock)
shall be shown in the OSI drawings. The “OSI” shall be
clearly stenciled near the TMLs location on field for all
piping and equipments. All operational dead leg piping
shall be identified and shall have adequate TMLs for
close monitoring.

4.22.3.7 SAUDI ARAMCO Form SA-8281 shall be used for


recording the initial ultrasonic thickness.

4.22.3.8 All digitized drawings are to be presented in a format


acceptable to the Company Representative.

4.22.4 CONTRACTOR shall, upon completion of the analysis in


Paragraph 4.22, generate for SAUDI ARAMCO approval,
Equipment Inspection Schedules for all major equipment in
accordance with SAEP-20, “Equipment Inspection Schedule”.

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

5 ADMINISTRATION

5.1 Communications Administrative Procedure

Routine contractual communication between SAUDI ARAMCO and


CONTRACTOR shall be in letter format. Letters may be faxed but the
communication shall still be in letter format in accordance with the
following:

5.1.1 Correspondence Numbering

All correspondence shall be between SAUDI ARAMCO and


CONTRACTOR and shall be uniquely sequentially numbered by
both SAUDI ARAMCO and CONTRACTOR.

5.1.2 Correspondence Register

CONTRACTOR shall maintain a register of all correspondence


with SAUDI ARAMCO noting the sequence number, the
correspondence date, the originator and a description (subject,
reference, etc.).

5.1.3 Correspondence Handling

All written correspondence from CONTRACTOR shall be signed


by Contractor Representative and shall be delivered to Company
Representative in one (1) original only. All written correspondence
from SAUDI ARAMCO shall be signed by Company
Representative and shall be delivered to Contractor
Representative in one (1) original only. Any correspondence not
issued in accordance with this procedure shall not have
contractual validity and CONTRACTOR waives any entitlement,
recourse or otherwise under this Contract.

5.2 E-mails

Communication by E-mail is for the expedient transfer of preliminary


technical data and non-contractual information.

E-mails, or documentation included therein, sent from CONTRACTOR to


SAUDI ARAMCO are not accepted as fulfillment of any requirement of the
Contract. CONTRACTOR shall provide all contractually required
submittals, notifications and the like in accordance to this communications
administrative procedure.

E-mails, or documentation included therein, sent from SAUDI ARAMCO to


CONTRACTOR do not, in themselves, constitute either acceptance of a
proposal or an instruction under the terms of the Contract either of which

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

may be, or may result in, a change to the Contract. CONTRACTOR shall
not act on any E-mail that CONTRACTOR believes results in a change to
the Contract whether or not the SAUDI ARAMCO E-mail stated that it
constituted a change. CONTRACTOR shall request in writing to the
Company Representative that SAUDI ARAMCO issue a Change Request.

5.3 Project Execution Plan

5.3.1 CONTRACTOR shall, in conjunction with Affiliated Contractor,


prepare and submit for Company Representative’s review a
detailed PEP. The PEP shall establish the managerial and
administrative requirements and functions to be followed in the
execution of all phases of the WORK and shall provide a uniform
system for the performance, monitoring, reporting and control of
all Contract and WORK activities. CONTRACTOR shall, subject
to review and comments by SAUDI ARAMCO, revise the PEP as
required throughout the execution of the WORK.

5.3.2 CONTRACTOR shall develop and implement a plan describing


how documents are to be provided to SAUDI ARAMCO for review
and comment for inclusion in the PEP. Such plan shall include
sufficient safeguards to ensure that all applicable comments
received from the Company Representative are tracked for
progress until resolved by CONTRACTOR,

5.3.3 CONTRACTOR shall prepare the PEP and any other


correspondence, reports and other documents that will be
furnished to SAUDI ARAMCO using the latest version of Microsoft
Corporation Office Professional.

5.3.4 CONTRACTOR shall submit the PEP in two stages. Stage one,
inclusive of all information specified in Paragraph 5.3.7 of this
Schedule “B” shall be submitted no later than forty-five (45) days
following the effective date of this Contract. Stage two, inclusive
of all information specified in Paragraph 5.3.8 of this Schedule “B”
shall be submitted no later than ninety (90) days following the
effective date of this Contract.

5.3.5 CONTRACTOR shall incorporate SAUDI ARAMCO review


comments and return the PEP for approval within fifteen (15) days
of their receipt. SAUDI ARAMCO shall have the right to audit
CONTRACTOR’s effective use of the approved PEP and all
revisions thereto.

5.3.6 Pending CONTRACTOR’s submission and SAUDI ARAMCO’s


approval of CONTRACTOR’s PEP, CONTRACTOR shall follow
the plans and procedures outlined in the PEP forming part of

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

CONTRACTOR’s Technical Proposal submitted in the context of


this Contract, to the extent that it does not conflict with the
requirements of this Contract.

5.3.7 PEP items to be submitted within forty-five (45) days of the


effective date of this Contract shall at a minimum cover the
following:
5.3.7.1 Project Organization chart of CONTRACTOR
personnel, to the level of discipline lead, listed by name,
job title, forecast mobilization and demobilization dates
Project Organization,
5.3.7.2 Manpower Staffing Plan (with histograms) required to
execute the WORK. CONTRACTOR’s Staffing Plan
shall explain any deviation from that included in
CONTRACTOR’s Technical Proposal.
5.3.7.3 Administrative procedures for documentation,
distribution, inter/outer office mail, courier services,
travel, office equipment/supplies, incidental services,
holidays, vacations, relief assignments, signature
authority, visitors, weekly, monthly, quarterly, bi-annual
and annual reporting/meeting/teleconference
requirements.
5.3.7.4 Control of Drawings and Related Documents review
procedure:
5.3.7.4.1 CONTRACTOR shall develop and
implement document control and review
procedures for inclusion in the PEP which
defines CONTRACTOR methods for
ensuring the security and control of
drawings and related documents produced
by or provided to CONTRACTOR.
5.3.7.4.2 CONTRACTOR procedures shall address
document control in WORK areas
containing project or SAUDI ARAMCO
documents at the CONTRACTOR Office,
Subcontractors’ and Vendors’ facilities.
5.3.7.4.3 CONTRACTOR shall control all Project
documents with assigned drawing numbers
and shall be capable of grouping drawings
by separate SAUDI ARAMCO reference
numbers.
5.3.7.4.4 The format and content of the
CONTRACTOR control system and

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

drawing and document control logs shall be


included in the PEP. The control system
shall be based on the SAUDI ARAMCO
SAES-A-202 and SAEP-127 and shall be
submitted to Company Representative for
review and approval.
5.3.7.5 Record Center Administration
5.3.7.5.1 The PEP shall describe the plan for
establishing, operating and maintaining a
secured room ("Record Center") for
drawings, specifications, standards and
codes required for the detail design and
engineering of the FACILITIES.
CONTRACTOR Record Center shall be
equipped to store, retrieve and manage all
engineering documents, engineering
calculations, CADD files, engineering
studies, velum drawings, design
specifications, Subcontractors’ drawings
and documentation, Vendor drawings and
codes and standards at one (1) central
accessible location in the Design Office.
5.3.7.5.2 Within the plans for the Record Center, the
PEP shall describe the plan for organizing
and continuously updating the Project
dedicated technical library of drawings, data
sheets, specifications and procedures,
WORK description documents, standards,
narratives, and Vendor data for materials
and equipment. The technical library shall
contain all international codes, standards
and specifications referenced in this Job
Specification or that are required to execute
the design.
5.3.7.5.3 CONTRACTOR shall provide a dedicated
staff in the Record Center for the duration
of the Contract to produce, maintain,
update and revise documents to be turned
over to SAUDI ARAMCO. Documents shall
be readily accessible for review and use by
SAUDI ARAMCO at any time.
5.3.7.5.4 SAUDI ARAMCO personnel shall have
access to and use of CONTRACTOR

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

Record Center, technical library and Vendor


catalogue files.
5.3.7.6 Security Plan - this shall include security procedures for
the protection of information and technology specified
as confidential according to GI-710.002 and SAUDI
ARAMCO Engineering Procedure SAEP-127.
Confidential project documents shall not leave the
WORK Site without the written authorization of the
Company Representative. This shall include:
5.3.7.6.1 Document Routing Procedure.
5.3.7.6.2 List of all deliverables under this Contract.
5.3.7.6.3 Subcontracting Plan.

5.3.7.7 PEP Project Control and Reporting System

The Cost Reporting Section in the PEP shall be based


on reporting on a percentage basis, which shall include
a summary of total billings (monthly and cumulative)
together with forecast payments scheduled for design,
procurement and construction. This section shall be
represented graphically and in tabular form and shall
indicate actual and forecast invoice amount.

5.3.7.8 Project scheduling, progress reporting formats and


content.

5.3.7.9 Coordination plan for interfacing with SAUDI ARAMCO,


Affiliated Contractor, Vendors, Licensors,
Subcontractors and Other Contractors.

5.3.7.10 The format, content and issue of timing of procurement


reports.

5.3.7.11 Material Procurement Plan for materials and equipment


to meet construction need dates, expediting services
and Saudi Arabian manufacturer participation.

5.3.7.12 Staffing Plan for the PCS Vendor office and


coordination plan between the PCS Vendor and the
Design Office.

5.3.7.13 Quality Plan for design and procurement and


construction in accordance with Schedule “Q” including
Plan and Procedures for Pre-Inspection.

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

5.3.7.14 Change Order System to control and process changes


to the WORK. The Change Order System shall be
subject to Company Representative’s approval prior to
its implementation.

5.3.7.15 Plan for developing and submitting of Operating Spare


Parts Data Package.

5.3.8 PEP items to be submitted within ninety (90) days of the effective
date of this Contract include:

5.3.8.1 Plan for transfer of CONTRACTOR’s personnel to


Saudi Arabia during construction.

5.3.8.2 Plan for Temporary Site Facilities for CONTRACTOR’s


and SAUDI ARAMCO personnel.

5.3.8.3 IK/OOK engineering and procurement staffing plan for


providing support throughout construction.

5.3.8.4 Plan for CONTRACTOR’s provision of Saudi Arabian


custom clearance services

5.3.8.5 Plan for coordinating the transport, staging, and storage


of materials in Saudi Arabia with the Affiliated
Contractor.

5.3.8.6 Construction Execution Plan, which addresses and


identifies major or special construction methods,
construction logic and activity durations for inclusion in
the construction schedule and a logistics plan for the
Construction Contract WORK.

5.3.8.7 The Construction Execution Plan shall include a


detailed field fabrication plan, inclusive of
Subcontractor’s and Vendors’ planned fabrication.

5.3.8.8 The Construction Execution Plan shall include a field


material control plan detailing CONTRACTOR’s plans
for material reporting, handling and storage.

5.3.8.9 Plan for procurement of commissioning and start-up


materials and spare-parts.

5.3.8.10 Formats for Inspection Log Books and Inspection Log


Book Reports to be used during construction.

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

5.3.8.11 Plan for providing protection against corrosion and


damage when transporting and storing materials and
equipment to and at the WORK Site in accordance with
Vendor’s requirements or recommendations and SAUDI
ARAMCO standards and specifications.
CONTRACTOR shall develop an equipment protection
program and submit it to the Company Representative
in accordance with Attachment II to Schedule “G”.

5.3.8.12 Further to Schedule “A”, and as part of the PEP,


CONTRACTOR in conjunction with the Affiliated
Contractor shall address managing and accounting for
any relevant facts derived from the WORK Site
investigation and the additional geotechnical
investigation, soils boring and analysis report.
5.3.8.12.1 The WORK Site investigation report shall
be to further discover any relevant general
and local information required to design,
engineer and construct the FACILITIES and
support facilities, survey coordinates,
existing equipment and above ground and
below ground piping layouts and sizes;
existing grades, topographical and ground
surface conditions; subsurface conditions
including the nature and quantity of
materials and obstacles that will be
encountered to the extent such conditions
are not latent or concealed; electrical and
piping tie-in locations and any above
ground or underground obstructions; storm
data; availability of temporary and
permanent electric power; fuel, water,
sewers and other utilities; site access for
equipment and material delivery and
security aspects; and any other conditions
which may affect the design or construction
of the FACILITIES.
5.3.8.12.2 The additional geotechnical investigation
and soils boring and analysis report shall be
to verify and confirm any SAUDI ARAMCO
provided geotechnical data to ensure the
accuracy and adequacy of geotechnical
data used for design calculations. In
addition, in conjunction with the Affiliated
Contractor, CONTRACTOR shall perform
soil resistivity, geotechnical erosion control,

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

cathodic protection, electric power and


other construction WORK Site surveys as
necessary

5.3.8.13 CONTRACTOR shall disseminate, distribute and


implement the provisions of this Contract, including the
requirements of CONTRACTOR’s PEP and
CONTRACTOR’s own procedures, to all
CONTRACTOR personnel responsible for the
performance of the WORK. SAUDI ARAMCO may
require CONTRACTOR to revise CONTRACTOR’s
PEP Procedures in order to facilitate the efficient and
timely completion of the WORK.

5.3.8.14 CONTRACTOR shall, subject to review and comments


by SAUDI ARAMCO, revise the PEP as required
throughout the execution of the WORK.

5.3.8.15 CONTRACTOR shall provide eight (8) controlled hard


copies plus an electronic copy of the PEP for SAUDI
ARAMCO use.

5.4 CONTRACTOR Organization and Personnel

5.4.1 CONTRACTOR Personnel performing the WORK shall be


dedicated to the Project on a full time basis. The Contractor
Representative shall have primarily responsibility for
CONTRACTOR’s accomplishment of all of the WORK. The
Contractor Representative shall have, as a minimum,
subordinates to whom separate responsibilities are assigned,
respectively, for the construction, procurement and controls
portions of the WORK.

5.4.2 CONTRACTOR shall ensure that all Key Personnel are fluent in
the written and spoken English language.

5.4.3 Intentionally deleted.

5.4.4 CONTRACTOR shall coordinate with the Affiliated Contractor to


ensure that the Affiliated Contractor’s employees assigned to the
Engineering Contract as Project Manager/Project Director shall
relocate to Saudi Arabia and be assigned as the Project
Manager/Project Director for this Contract. Timing for the
transition of the Project Manager/Project Director between the
Engineering Contract and this Contract shall be subject to
agreement by the Company Representative.

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

5.4.5 Unless otherwise agreed in writing by the Company


Representative, CONTRACTOR shall also relocate the following
personnel to Saudi Arabia from the Affiliated Contractor and be
assigned to the CONTRACTOR to provide continuity between the
Design Office and the WORK:
5.4.5.1 Lead Process Engineers
5.4.5.2 Lead Instrumentation & Control Engineer
5.4.5.3 Project Interface Manager
5.4.5.4 Lead Electrical Engineer
5.4.5.5 Lead Piping Engineer
5.4.5.6 Lead Mechanical/Rotating Equipment Engineer
5.4.5.7 Lead Civil/Structural Engineer
5.4.5.8 Control Systems and Instrumentation Specialist
5.4.5.9 Constructability Program Manager
5.4.5.10 Pre-commissioning Manager
5.4.5.11 QA/QC Manager
5.4.5.12 Project Control Manager
5.4.5.13 Procurement Manager
5.4.5.14 Design Manager
5.4.5.15 Safety and HSE Manager
5.4.5.16 Certified Welding Specialists
5.4.5.17 Project Manager
5.4.5.18 Construction Manager
5.4.5.19 Area Manager

5.4.6 CONTRACTOR shall arrange for and obtain at no additional cost


to SAUDI ARAMCO, as and when required for the successful
performance of the WORK, any and all required visas and other
documentation, transportation, travel and living accommodation
for any personnel engaged in the WORK that are
CONTRACTOR’s responsibility, and ensure that Subcontractors
and Vendors do the same for their personnel.

5.4.7 CONTRACTOR shall provide Company Representative with two


(2) weeks advance notice of schedule and travel plans for
CONTRACTOR’s Key Personnel, Affiliated Contractor’s
personnel, Vendor representatives and Subcontractor personnel

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

who plan to visit the WORK Site or any other facility of SAUDI
ARAMCO or its affiliates.

5.4.8 CONTRACTOR shall provide and maintain all WORK Site


engineering, procurement and construction functions, and
adequate manpower (as deemed by SAUDI ARAMCO) required
for continuous support of the WORK until Project Completion has
been achieved and for such additional time as may be required to
complete the specific terms of this Contract.

5.4.9 CONTRACTOR shall ensure the presence of required Affiliated


Contractor personnel at the WORK Site.

5.4.10 Within thirty (30) calendar days after the effective date of this
Contract, CONTRACTOR shall designate a qualified Saudi
National as documentation controller to control maps, drawings
and other sensitive documents for the duration of the Contract.
CONTRACTOR shall comply with the requirements of GI 710-002
and SAEP-127.

5.4.11 CONTRACTOR shall provide living accommodation for


CONTRACTOR’s personnel assigned to the WORK. Facilities
shall be maintained in strict accordance with SAUDI ARAMCO’s
CONTRACTOR Camp Standards, SAES-M-100 and SAUDI
ARAMCO sanitary code which by this reference is made part of
this Job Specification. All facilities provided by CONTRACTOR
shall be subject to inspection for health and safety concerns by
SAUDI ARAMCO. CONTRACTOR shall respond to any
comments on health or safety made by SAUDI ARAMCO and
shall rectify all deficiencies in a timely manner to the satisfaction
of the Company Representative.

5.5 Change Order Development


Further to the requirements of Paragraph 10 of Schedule “A” and
Paragraph 2 of Schedule “C”, Change Orders shall be developed and
administrated at no additional cost to SAUDI ARAMCO as follows:

5.5.1 At such time as CONTRACTOR determines that CONTRACTOR


is entitled to a Change Order as provided for by Paragraph 10 of
Schedule “A”, CONTRACTOR shall request in writing to the
Company Representative that SAUDI ARAMCO issue a Change
Request, as defined below.

5.5.2 Upon receipt of a letter from CONTRACTOR requesting that a


Change Request be issued, SAUDI ARAMCO shall review the
request and, in a timely manner, either issue a Change Request

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

or respond to CONTRACTOR in writing with a letter explaining


why a Change Request will not be issued.

5.5.3 At such time as SAUDI ARAMCO agrees or determines that


CONTRACTOR is entitled to a Change Order as provided for by
Paragraph 10 of Schedule "A", SAUDI ARAMCO shall issue a
letter that instructs CONTRACTOR to provide a priced proposal
("Change Request").

5.5.4 Upon receipt of a Change Request from SAUDI ARAMCO,


CONTRACTOR shall comply with the instructions in the Change
Request to meet with SAUDI ARAMCO personnel to define the
scope of the potential change (if so instructed) and to prepare and
submit a priced proposal. CONTRACTOR priced proposal shall
include sufficient detail to permit SAUDI ARAMCO analyze the
price and schedule impact, if any. CONTRACTOR shall provide
additional supporting detail if, in the sole judgment of SAUDI
ARAMCO, the detail that has been submitted is not sufficient for
SAUDI ARAMCO to analyze the price and/or schedule impact.
The detail shall, at a minimum, provide a list of affected
deliverables, a breakdown of man-hours by deliverable and job
title/equipment item as in Schedule “C”, a list of materials and
quantities with associated cost for each individual item or cost per
unit quantity as applicable, and a schedule fragment showing how
the Change Order work would be incorporated into the WORK
Schedule and any resulting impact on Critical Milestone Dates.
Following submittal of a priced proposal, CONTRACTOR shall
meet with SAUDI ARAMCO to mutually agree a price that may be
used as the basis for issuing a Change Order in accordance with
Paragraph 10 of Schedule “A”. All work performed under this
Paragraph 5.5.4 shall be at no additional cost to SAUDI ARAMCO
regardless of whether or not a Change Order is issued as a result
of the Change Request.

5.5.5 At such time as CONTRACTOR considers that work under a


Change Order is complete, CONTRACTOR shall so inform the
Company Representative in writing and request that SAUDI
ARAMCO initiates a Change Order settlement form.

5.5.6 Upon receipt of a letter from CONTRACTOR indicating that work


under a Change Order is complete and requesting that a Change
Order Settlement form be initiated, SAUDI ARAMCO shall review
the work under the Change Order and, in a timely manner, either
initiate a Change Order settlement form if SAUDI ARAMCO
agrees that the work under the Change Order is complete; or
respond to CONTRACTOR in writing with a letter explaining why
SAUDI ARAMCO considers that the work under the Change

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

Order is not complete and a Change Order Settlement form will


not be initiated.

5.5.7 CONTRACTOR shall include and identify all WORK covered by


Change Orders in the WORK Schedule.

5.6 Meetings

In addition to formal and informal communications between SAUDI


ARAMCO and CONTRACTOR, frequent formal routine meetings are
necessary throughout the duration of the Contract. In order to assure
continued communication and to document such interfaces the following
meetings shall take place:

5.6.1 Major Meetings

Meetings may be scheduled at any time to resolve problems.


Major meetings may be scheduled on a regular basis and will be
determined as the Contract WORK develops. CONTRACTOR
shall provide to Company Representative with an agenda for each
meeting at least one (1) full regularly scheduled workday prior to
the meeting for Company Representative’s comments.

Some of the major meetings to be scheduled include:


a) Quality Control & Audit Meetings;
b) Safety Meetings.
c) Design Review Meetings
d) 3D Model Review Meetings;
e) Procurement Status Meetings
f) Co-ordination Meetings;
g) Special Interface Meetings.
Regularly scheduled meetings will generally be held at the WORK
location; however, it may occasionally be necessary for
CONTRACTOR to participate in meetings at other locations, e.g.,
Vendor’s office or SAUDI ARAMCO home office.

5.6.2 Regular Progress Review and Planning Meetings

Progress review meetings shall be held on a regularly scheduled


basis, usually for planning and progress overview. These
meetings will provide a forum for review of CONTRACTOR's
operations, overview of progress and schedule, discussion and
resolution of problems facing the CONTRACTOR and SAUDI
ARAMCO, and co-ordination of the activities. CONTRACTOR
shall provide to Company Representative with an agenda for each

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

meeting at least one (1) full regularly scheduled workday prior to


the meeting for Company Representative’s comments.
5.6.2.1 Weekly Meetings
CONTRACTOR shall conduct in conjunction with
Affiliated Contractor a weekly progress meeting at the
WORK Site to review progress of the WORK including,
but not limited to, activities, procurement of material,
WORK Schedule, interfaces, potential Change Orders
and any other technical issues of concern.
5.6.2.2 CONTRACTOR shall conduct a separate weekly quality
assurance and inspection meeting to review the quality
of the WORK.
5.6.2.3 Weekly Procurement Meeting
Within forty (40) calendar days of effective date of
Contract, CONTRACTOR shall initiate formal weekly
procurement meetings. Meetings shall be chaired by
the Procurement Manager and shall be attended by the
Design Manager and all supervisors of procurement,
inspection, engineering and scheduling. The purpose of
the meeting shall be to ensure that interrelated
procurement and design problems are addressed
directly and effectively by the concerned parties and
resolved promptly. CONTRACTOR shall document all
such meetings including an action item list explaining
concern raised, organization responsible for resolution
and final resolution as agreed by Company
Representative.
5.6.2.4 Delay Reporting
CONTRACTOR shall prepare and submit a written
delay analysis report at the next weekly progress
meeting whenever actual WORK progress is behind
schedule. CONTRACTOR delay analysis report shall
outline the reasons for the delay, quantify the time
delay, identify the impact upon other activities, propose
alternative plans to recover from the delay and forecast
the overall impact on completion of the WORK. The
most current approved WORK Schedule shall be the
basis for the analysis.

5.6.3 Management Review Meetings


5.6.3.1 SAUDI ARAMCO will provide instructions to
CONTRACTOR regarding the preparation required for
periodic SAUDI ARAMCO Management Review

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

Meetings including schedules for their occurrence,


location, presentation formats, agenda, and logistic
support and information/data requirements.
CONTRACTOR shall arrange for CONTRACTOR’s
executive management visits to the project location in
Saudi Arabia if they are requested to attend the
Management Reviews Meetings.
5.6.3.2 CONTRACTOR shall prepare presentations for and
participate in SAUDI ARAMCO Management Review
Meetings that will be held periodically in any calendar
year during the period from the effective date of this
Contract through Contract completion. This meeting
shall provide SAUDI ARAMCO Executive Management
with an up-to-date status of all aspects of the WORK.
CONTRACTOR shall incorporate information from
Vendors, Licensors, Other Contractors and the
Affiliated Contractor, as required, to provide a complete
status on the material procurement and construction of
the FACILITIES.
5.6.3.3 The Management Review Meetings shall be held in
SAUDI ARAMCO offices. Attendance at the meeting
will be limited to senior project personnel as identified
by the Company Representative. Some sessions of the
meeting may be restricted to SAUDI ARAMCO and/or
Other Contractors personnel.

5.6.4 Minutes of Meeting


5.6.4.1 CONTRACTOR shall prepare minutes for every
meeting held within one (1) regularly scheduled
workday for review by the Company Representative.
Minutes shall cover all issues discussed at each
meeting, specify any agreed actions including the
individual with prime responsibility and the target
completion date, and show status of all open issues
carried forward from previous meetings.
5.6.4.2 Meeting minutes shall be brief and prepared in a format
acceptable to SAUDI ARAMCO. Minutes shall be
countersigned by CONTRACTOR and Company
Representative or his designee before final distribution.
Approved meeting minutes shall not constitute
agreements for Change Orders or amendments to this
Contract.
5.6.4.3 CONTRACTOR’s meeting minutes shall include an
action item log listing and monitoring all action items

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

until they are agreed as resolved and cleared by both


parties.
5.6.4.4 Each issue raised at the meetings shall receive a
unique sequential number and shall remain on the
agenda and in minutes until the Company
Representative agrees that the issue is closed. Upon
agreement of the Company Representative,
CONTRACTOR shall show the closed issues in the
minutes with a status of “to be closed.” CONTRACTOR
shall maintain a database of all open and closed issues
including status and recorded discussions from each
meeting at which it was discussed. SAUDI ARAMCO
shall have access to this database at any time. Upon
request from the Company Representative,
CONTRACTOR shall provide Company Representative
with an accessible copy of the current database.

5.7 Progress Reports

5.7.1 Monthly Report


5.7.1.1 CONTRACTOR shall prepare a Monthly Report,
covering at a minimum the following:
a) Status or revised WORK Schedule including
variance analysis on any out of sequence or
delayed activities.
b) Status for list of deliverables.
c) Status for list of all Purchase Orders.
d) QA/QC report on current and planned WORK
activities.
e) Progress Photos for each unit.
f) Procurement Report.
5.7.1.2 For purposes of the Monthly Report only,
CONTRACTOR shall report the forecast construction
progress on the same basis as progress payments as
defined in Paragraph 2 of Attachment I to Schedule “C”

5.8 Capital Equipment Listing

CONTRACTOR shall maintain and update on a regular basis a capital


equipment list based on the requirements of GI 202.305. CONTRACTOR
capital equipment list shall be organized by Purchase Order
(CONTRACTOR and SAUDI ARAMCO), item number, engineering plant

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

number, equipment tag number, and shall include a description,


manufacturer, model number, serial number and approximate cost.

5.9 Accounting Plant Numbers

Further to Paragraph 2.6 of Schedule “G” and in conjunction with the


Affiliated Contractor, CONTRACTOR shall provide assistance to SAUDI
ARAMCO to ensure that plant numbers are assigned and affixed to all
equipment installed by CONTRACTOR in the FACILITIES in accordance
with SAUDI ARAMCO GI-202.305. CONTRACTOR shall:

5.9.1 Prepare and submit, in accordance with Paragraph 8 of GI-


202.305, forms SA-9032-1 to the Company Representative for
forwarding to other SAUDI ARAMCO organizations.

5.9.2 Supply and affix, or ensure that Vendor supply and affix, suitable
tags in accordance with Paragraph 6 of GI-202.305.

5.9.3 Enter the assigned asset numbers on the blank tags of all
equipment installed by CONTRACTOR in accordance with
Paragraph 6 of GI-202.305.

5.9.4 Verify, in writing, that the assigned asset numbers have been
correctly marked on all CONTRACTOR-installed equipment.

5.9.5 Provide, as part of the Pre-commissioning and Mechanical


Completion Plan, a plan for affixing tags, marking tags,
completing forms and verifying tag numbers on the attached tags.

5.10 Waivers

SAUDI ARAMCO review of any CONTRACTOR request to deviate from


SAUDI ARAMCO generated standards, specifications, procedures and
other documents of similar nature that were not prepared solely for this
Project may include a lengthy review process prior to a determination
being made as to final disposition (approval or disapproval). This review
process is described in SAEP-302. The time required to process such a
request for waiver, irrespective of the final disposition, shall not constitute
a basis for delay to the Scheduled Completion Date or Critical Milestone
Dates or a basis for any Change Order or claim.

5.11 Temporary Site Facilities

5.11.1 CONTRACTOR shall furnish install and maintain Temporary Site


Facilities, including all equipment and services for use by SAUDI
ARAMCO and CONTRACTOR in accordance with Attachment I
and IV to this Schedule “B” for the duration of this Contract.

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

5.11.2 CONTRACTOR shall provide service and maintain Office


Facilities for the exclusive use of SAUDI ARAMCO personnel at
the WORK Site. WORK Site office Temporary Facilities shall be
made available and ready for use by SAUDI ARAMCO from the
notice to proceed date until WORK is essentially complete to the
satisfaction of SAUDI ARAMCO. The office location and layout
are subject to approval by Company Representative.

5.11.3 For all lands provided by SAUDI ARAMCO to CONTRACTOR for


Temporary Site Facilities, CONTRACTOR shall execute a “Land
Use Authorization” document at least sixty (60) days prior to the
need for the land and shall abide by all terms and conditions
specified therein. This document is applicable to the use of any
and all land owned or controlled by SAUDI ARAMCO. Related
requirements are specified in GI 2.716, Land Use Permit and GI
2.718, CONTRACTOR Site Allotment Procedure.

5.11.4 All required Temporary Site Facilities shall be ready and available
to use in time to allow a practical start of the WORK and to
provide full support to the required Scheduled Completion Date.

5.11.5 During the construction phase, CONTRACTOR shall provide and


furnish all operating consumables and utilities and maintain all
Temporary Site Facilities. CONTRACTOR shall maintain all
services up to Project Completion. At the completion of the
WORK, CONTRACTOR shall remove all Temporary Site Facilities
and utilities including underground installations and all areas used
shall be restored to their original condition.

5.11.6 Office and temporary facilities provided by CONTRACTOR for


use by SAUDI ARAMCO personnel shall be as described in
Attachment I and IV to Schedule “B”. SAUDI ARAMCO will
designate areas for temporary facilities including those for use by
SAUDI ARAMCO, CONTRACTOR and Subcontractors. The
areas are further described in Attachment I and IV to this
Schedule “B”.

6 MATERIAL PROCUREMENT

6.1 Purchase Order Numbers

Upon request from CONTRACTOR, SAUDI ARAMCO will provide dummy


SAUDI ARAMCO Purchase Order numbers to be used by CONTRACTOR
on all CONTRACTOR’s Purchase Orders.

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SCHEDULE “B” CONTRACT NO. 6600029563 (IK)

6.2 Deviations to Purchase Requisitions

CONTRACTOR shall include a requirement in all Purchase Requisitions


requiring Vendors to fully identify and explain any deviations, such as
exceptions, alternatives and clarifications, which Vendors may propose to
CONTRACTOR material/equipment specification requirements.
Consideration of any such deviation by CONTRACTOR shall be
contingent on obtaining a waiver for this deviation from SAUDI ARAMCO
in accordance with SAEP-302.

6.3 Spare Parts

Further to Paragraph 7.2 of Schedule “G”, in conjunction with the Affiliated


Contractor, CONTRACTOR shall provide Company Representative with a
list of Start-Up spare parts that CONTRACTOR will provide at the same
time as each Purchase Order is issued. Start-up spare parts are the
responsibility of CONTRACTOR. CONTRACTOR shall provide all the
necessary spares on a timely basis during pre-commissioning,
commissioning and start-up.

6.4 Spare Parts Co-ordinator

CONTRACTOR shall designate a qualified member of its Project team as


the spare-parts coordinator.

6.5 Expediting

CONTRACTOR shall confirm required shipping schedules with Vendors


prior to final Purchase Order placement and thereafter expedite and
inspect Purchase Orders and their revisions and amendments. Further,
CONTRACTOR shall:

6.5.1 Maintain control of delivery dates established for the WORK.

6.5.2 Expedite all drawings and engineering approvals, including design


calculations, special tools, spare parts packages and data
generated by Vendors requiring approval by CONTRACTOR and
review by the Company Representative.

6.5.3 If equipment or material is needed to maintain the progress of the


WORK and the delivery is overdue, the CONTRACTOR shall
expedite the delivery of such equipment by any means including,
but not limited to air shipments, at no additional cost to SAUDI
ARAMCO.

END OF SCHEDULE “B”

B-64
CONTRACT NO. 6600029563 (IK)

SCHEDULE “B”
ATTACHMENT I

SPECIFICATIONS AND MINIMUM REQUIREMENTS FOR


TEMPORARY SITE FACILITIES - BUILDINGS

1.0 Buildings
All buildings included in the Temporary Site Facilities shall comply with SAUDI
ARAMCO standard SAES-M-100, “SAUDI ARAMCO Building Code”, and SAUDI
ARAMCO Sanitary Code
1.1 Temporary camp and office Facilities building frames and materials shall
be designed for loads in accordance with wind, environmental and
weather exposure data applicable to the construction WORK Site location.
Building frames shall be supported on isolated concrete footings.
1.2 Modularized building structures meeting internationally recognized
standards of quality, durability, safety, sanitation, and reliability may be
proposed by CONTRACTOR for consideration by SAUDI ARAMCO.
Proposals for building modules shall include manufacturer’s name,
address, phone and facsimile numbers, and sufficient product information
to enable SAUDI ARAMCO to evaluate the suitability of such structures at
SAUDI ARAMCO’s sole option.
1.3 Each modularized pre-engineered unit shall meet the following minimum
office and living requirements:
• Welded steel skids or attached running gear
• All wall framing mortise and tenon; glued and pinned construction or
approved equal construction method.
• Four (4)-inch wall thickness
• Fully insulated
• Aluminum roof covering
• Vinyl linoleum floor covering for office Facilities
• Paneled interior walls and freshly painted
• Suspended ceiling completely wired and plumbed with concealed
wiring and plumbing
• Built-in circuit breaker panel and exterior electrical connection.
• Ground fault interruption devices.
• Air conditioning and heating by split unit with individual controls to
maintain temperature between 70° and 75°F.
• Offices with full height walls shall be lockable and have windows
facing the outside of the building with blinds.
• Multi-purpose Fire Extinguisher.

B-I-1
SCHEDULE “B”, ATTACHMENT I CONTRACT NO. 6600029563 (IK)

1.4 Materials
All materials used shall be new. Prior to installation, the material provider’s
catalogue, specification and when appropriate, samples shall be submitted
to Company Representative for review and comments.
1.4.1 Doors
External doors and locks shall be anodized or powder coated and
aluminum flush doors to match with external finish color shall be
provided. External doors shall be fire retardant (according to
industry standards) and provided with push panic bars. Internal
doors shall be painted solid core with frame with door stopper.
1.4.2 Windows
Windows shall be single glazed powder coated aluminum sliding
panel with sliding insect screen. Glazing to be tinted low reflection
solar control laminated glass. Windows shall be covered with 1”
retractable blinds. All windows shall be provided with locks. Fixed
ventilators with air extractors in accordance with the SAUDI
ARAMCO Sanitary Code shall be provided adjacent to the windows
located in the toilets.
1.4.3 Flooring
Reinforced cement concrete grade slabs shall be provided below
for all floor finishes. Floor finishes for various rooms shall be as
follows:
1.4.3.1 Floor finishes for rooms and offices shall be carpet tiles of
approved make, quality and color over cement concrete
slab or approved equal.
1.4.3.2 Floor finishes for prayer room shall be carpet tiles of
approved make, quality and color.
1.4.3.3 Floor finishes for toilets and kitchen shall be of non-slip
ceramic floor tiles on a mortar bed. Baseboard and tile
grouting shall match with floor tiles.
1.4.4 Ceilings
Suspended ceilings shall be 600 x 600 mm.sq. textured mineral
fiber ceiling tile in a white-coated metal lay-in grid suspension
system, or approved equal. Height of ceiling bottom above finished
floor shall be minimum 2.750 meter. above finished floor level.
Lighting fixtures and other heavy items are to be independently
suspended.
1.4.5 Walls
1.4.5.1 External walls shall be constructed with fire resistant
material insulated sandwich panels, or approved equal.

B-I-2
SCHEDULE “B”, ATTACHMENT I CONTRACT NO. 6600029563 (IK)

Interior of the external walls shall be provided with gypsum


board partitions up to ceiling height.
1.4.5.2 All internal partitions shall be gypsum board partitions up to
ceiling height to be provided.
1.4.5.3 Wall finishes for kitchen and toilets shall be of glazed
ceramic wall tiles up to ceiling height.
1.4.5.4 All walls shall be painted and not less than four inches (4”)
in width.
1.4.6 Fixtures, Plumbing and Drainage
Sanitary closets and cabinets shall be white vitreous china. Wash
basins shall be vanity type with full width beveled edge silvered
mirror over. Showers shall be equipped with hot and cold water
supply and a low water consumption shower head. Kitchen shall be
provided with sink and drain board, low and high level cabinets and
water filters to all kitchen plumbing fixtures.
1.4.6.1 Sanitary Facilities
CONTRACTOR shall be responsible for the design, supply,
installation and operation of construction WORK Site toilet
and hand washing facilities in adequate proportion to
SAUDI ARAMCO and CONTRACTOR’s staff and workforce
and those of its Subcontractors. The toilet facilities shall be
of sound durable and hygienic construction consistent with
their purpose and shall have adequate lighting, ventilation
and continuous supply of water.
1.4.6.2 Sanitary Facilities Fixtures
Toilet facilities shall include toilet systems including
Western and Eastern style, urinals, sinks, wall mounted
water heaters, air extractors, mirrors, toilet roll holders,
paper towel holders, soap dishes, coat hooks and garbage
bins. Urinals shall be provided with automatic flushing
arrangement.
1.4.6.3 Drainage
Drainage pipework from kitchen sink, toilets, urinals,
showers and wash basins to be routed to outside of
building with provision of bends, traps, manholes, septic
tank and soak pit.
1.4.7 Fire Alarm System
CONTRACTOR shall furnish, install and maintain a fire alarm
system for the temporary camp Facilities and offices. The fire alarm
system shall consist of:

B-I-3
SCHEDULE “B”, ATTACHMENT I CONTRACT NO. 6600029563 (IK)

• Manual call points strategically located and in compliance with


SAUDI ARAMCO regulations and applicable fire protection
codes through the Temporary Site Facilities, including Offices,
• Fire alarm bells,
• A fire alarm panel with alarm annunciation and resetting and
smoke detectors.
The fire alarm panel shall have modules for future zone connection
and include auxiliary relays for external connection to central fire
alarm system.
The fire alarm panel shall be metal enclosed, dust proof, include a
terminal block for external cable connections and shall have a
battery backup. Illuminated exit signs with battery backup shall be
provided at the doors.
1.4.8 Electrical System
The power system shall provide all required electrical power supply
to the temporary office and camp facilities in accordance to SAUDI
ARAMCO standards for power quality and safety wiring installation
to include, but not be limited to, 120 volt, 60 HZ and 220 volts, 60
HZ as needed on a twenty-four 24 hour per day, seven 7 days a
week basis.
Adequate back-up shall be provided to prevent power outages and
all SAUDI ARAMCO occupied spaces shall be provided with
voltage regulators. All temporary structures shall be grounded.
Metal enclosures of the power distribution panel boards shall be
connected to a grounding system.
1.4.9 Air Conditioning
Air conditioning with split type air conditioner shall be provided for
all Office Facilities. AC units with heating arrangement shall be
provided in all camp and office rooms / corridors. Office building
entrance shall not be directly exposed to outside weather conditions
and shall be provided with air-conditioning internal lobby and
corridors.
1.4.10 Water
CONTRACTOR shall provide, install, operate and maintain potable
water supply including fire-water and distribution system with
sufficient storage capacity, for use during construction as well as
providing water supply to all CONTRACTOR’s and SAUDI
ARAMCO Temporary Site Facilities.

END OF ATTACHMENT I TO SCHEDULE “B”

B-I-4
CONTRACT NO. 6600029563 (IK)

SCHEDULE "B"

ATTACHMENT II

CRITICAL MILESTONE DATES

1. Milestone Dates

The following constitutes the Critical Milestone Dates, as referenced in


Paragraph 1.6 of Schedule “B”. The Critical Milestones are defined in Paragraph
2 of this Attachment II.

Number of Consecutive
Calendar Days / Date from
Item Milestone Event
the Effective Date of the
Contract
1. Complete temporary facility 31-Oct-2013
2. Commence Construction -Civil 1-Dec-2013
3. Complete Process Interface Buildings (PIB) for 15-July-2015
Utilities.
4. Complete PCS SAT for utilities PIB’s 31-Oct-2015
5. Complete Central Control Building (CCB) for the 15-July-2015
whole refinery
6. Issue Final Mechanical Completion for all Facilities 31-Oct-2015
7. Project Completion Complete all ‘No’ Exception 31-Dec-2015
Items
8. Complete Work and demobilization 31-July-2016

B-II-1
SCHEDULE “B”, ATTACHMENT II CONTRACT NO. 6600029563 (IK)

2. Milestone Definitions
Item Milestone Definition
1. CONTRACTOR Completes WORK at or near the WORK Site to establish temporary
offices, personnel accommodation, camps, laydown yards, and other similar facilities.
2. Start underground work i.e. drainage and infrastructure. Start major equipment’s
Foundation work within Utilities Plot Plan
3. Complete Process Interface Building (PIB) for all Utilities Facilities and make ready to
receive PCS hardware
4. Complete Site Acceptance Test (SAT) for Utilities facilities PCS
5. Complete Central Control Building (CCB) for the whole refinery and make ready to
receive PCS hardware
6. Issue and acquire Company Approval of Final Mechanical Completion Acceptance
Notification for all Utilities Facilities.
7. Complete or correct all Exception Items by CONTRACTOR.
8. Complete all WORK associated with the Contract and demobilize from Work Site,
and Temporary Site Facilities. CONTRACTOR returns Temporary area to
COMPANY Satisfaction.

END OF ATTACHMENT II TO SCHEDULE “B”

B-II-2
CONTRACT NO. 6600029563 (IK)

SCHEDULE “B”

ATTACHMENT III

SCOPE OF WORK, DRAWINGS, DOCUMENTS, STANDARD AND SPECIFICATIONS

1.0 OVERVIEW

1.1 Project Summary

CONTRACTOR shall provide for the design, procurement, fabrication,


installation, construction, pre-commissioning, and commissioning/startup
assistance of the FACILITIES as described in this Job Specification.

1.2 Vendor References on Documents

Some documents in the technical Scope of WORK may have been written
with references to the individual responsibilities of the Vendor and
CONTRACTOR. This division of responsibility reflects SAUDI ARAMCO’s
normal way of executing similar WORK. Notwithstanding the specific
statements contained therein that may refer to one party or the other,
including without limitation, a Vendor having the responsibility for
particular actions being taken, CONTRACTOR shall be responsible to
carry out, and ensure that the Vendor performs all aspects of the WORK
and provides all materials and equipment in full compliance with this Job
Specification.

1.3 Standards Cutoff Date

Where reference is made to SAUDI ARAMCO Standards or specifications


without noting a specific revision or date, the specification or standard in
effect on March, 2012 shall govern.

2.0 REFERENCED DOCUMENTS

The following documents, including but not limited to all documents listed in
document number J95-A-DOC-VE-549078 and including any documents or
standards referenced therein, constitute this Contract. Volumes B, C and D are
by this reference incorporated into and made part of this Contract and shall be
adhered to by CONTRACTOR in performance of the WORK.

• Volume A – This Contract document


• Volume B – Project Overall Requirements
• Volume C - Project Technical Requirements
• Volume D - Contract Specific Requirements

END OF ATTACHMENT III TO SCHEDULE “B”

B-III-1
CONTRACT NO. 6600029563 (IK)

SCHEDULE “B”

ATTACHMENT IV

TEMPORARY FACILITIES AT WORK SITE

TEMPORARY SITE FACILITIES

• SCOPE

CONTRACTOR shall provide and fully maintain adequate facilities, buildings,


equipment and specialist services, to accommodate and support SAUDI
ARAMCO, CONTRACTOR’s management, supervision, specialist Vendors and
direct manpower/labour and any/all Subcontract work forces. These facilities and
its office equipment and furniture will be the property of CONTRACTOR and shall
support the field management of the Project from initial mobilization through to
demobilization on completion of the WORKs.

In providing the required Temporary Site Facilities, CONTRACTOR shall comply


with the Company Representative approval requirements, security and
confidentiality requirements of SAEP-127, and to SAUDI ARAMCO
Specifications and Safety Standards regardless of whether the Temporary Site
Facilities are constructed at site or manufactured.

All Facilities to be used by SAUDI ARAMCO personnel shall be running in full


service up to the Project Completion Date.

CONTRACTOR shall be responsible for maintenance of the designated main and


field temporary site offices areas.

CONTRACTOR shall pay to SAUDI ARAMCO a rental fee for the land provided
for the Temporary Site Facilities in accordance with the terms of this Contract.

1.0 Location of Temporary FACILITIES


1.1 Temporary Site FACILITIES
SAUDI ARAMCO has allocated several areas for CONTRACTOR to be
used for the Site construction Facilities – refer to the ‘Overall Master Site
Layout’ as referenced in Volume B of this Contract. CONTRACTOR shall
be responsible for planning the most effective use of the available spaces
and shall determine the layout of its Temporary Site Facilities, including
site offices and fences and allocation within each area.
1.2 Camp Facilities
As per ‘Overall Master Site Layout’ as referenced in Volume B of this
Contract, SAUDI ARAMCO has assigned a designated area to be used for
CONTRACTOR and Subcontractors personnel camp Facilities.

B-IV-1
SCHEDULE “B”, ATTACHMENT IV CONTRACT NO. 6600029563 (IK)

2.0 Project Execution Plan


As part of the Project Execution Plan, CONTRACTOR shall prepare, for SAUDI
ARAMCO’s review and approval, a comprehensive Temporary Site Facility Plan
that details all CONTRACTOR’s Temporary Site Facilities and procedures to be
used to maintain and administer them.
This plan shall address, as a minimum, the following:
• Plot plans and building layouts;
• Power Supply to offices and Camp Facilities
• Power distribution system;
• Communications and data cabling and equipment;
• Raw and drinking water supply and handling requirements;
• Fire protection provisions;
• Security provisions;
• First aid, medical services and evacuation plan;
• Sewage and sanitation plan;
• Refuse handling requirements.
• Roads, access, and lighting
• Dinning and Catering
• Emergency Power
• Emergency Water
• Reinstatement to original conditions

3.0 SPECIFIC SITE CONSTRUCTION FACILITIES REQUIREMENTS


3.1 CONTRACTOR’s Temporary Site Facilities
The maximum area of the CONTRACTOR’s Temporary Site Facilities
have been designated as per Overall Master Site Layout Plan as
referenced in Volume B this Contract.
CONTRACTOR’s Temporary Site Facilities shall include, but not limited
to, the following:
• CONTRACTOR’s Site Offices/field offices, including Site Offices for
use by SAUDI ARAMCO;
• Subcontractors’ site offices and FACILITIES;
• CONTRACTOR’s yards, hard standings, parking and lay-up provisions,
transport, all vehicle repairs, service and maintenance capability;
• Warehouse;
• Materials management, storage, quarantine, and lay down areas;
• Fabrication and Painting Yard
• Valve Testing Shop
• Site lunch shelters;

B-IV-2
SCHEDULE “B”, ATTACHMENT IV CONTRACT NO. 6600029563 (IK)

• First aid, ambulance and medical services as per SAUDI ARAMCO


Construction Safety Manual; and in compliance with SAUDI ARAMCO
medical minimum standards requirements for industrial clinics manual
(MMSR).
• Site fencing, area lighting;
• Raw water storage, distribution and water treatment;
• Sewage and Sanitary system holding distribution and transport to
evaporation pound/designated dump area in accordance with SAES-A-
104. Sewage and Sanitary systems shall be designed in accordance
with SAUDI ARAMCO Sanitary Code.
• Fire prevention, fire protection, and firefighting services;
• Construction site sanitary and hygiene arrangements.
• Emergency/additional Power Generation and distribution for all Site
Offices, Lay down Yard.
• Copper and Fibre-Optics shall be routed to a suitably positioned
pedestal at each CONTRACTOR’s Pad.
All required Facilities are to be ready, available prior to, and in time to
allow a practical start of the WORK and to provide full support to Project
members through the scheduled required completion date.
CONTRACTOR shall also provide temporary-smoking Facilities within
CONTRACTOR’s provided Temporary Site Facilities for use by
CONTRACTOR and other personnel at location designated by Company
Representative. Smoking will not be allowed in any other areas than those
so designated and provided.
CONTRACTOR shall erect a Project sign at a location designated by the
Company Representative. The Project sign shall be in accordance and as
outlined in the SAUDI ARAMCO Construction Safety Manual. The Project
sign shall be installed prior to construction start.
Additional direction signs shall be installed to direct delivery vehicles and
visitors to the WORK Site.
At the completion of the WORK and after SAUDI ARAMCO has agreed so
in writing, CONTRACTOR shall remove all Temporary Site Facilities and
utilities including underground installations and all areas used shall be
restored to their original condition.
3.2 Temporary Site Facilities for SAUDI ARAMCO Use
CONTRACTOR shall submit for the Company Representative’s review
and approval, CONTRACTOR plan for SAUDI ARAMCO Site Office. The
plan shall include SAUDI ARAMCO offices layout, air-conditioning,
ventilation distribution, temperature control and equipment sizing
calculations, furniture and office equipment layout. The Site Offices shall
be air conditioned, and shall consist of management offices, conference
rooms, prayer rooms, open office space for clerks, partitioned office space

B-IV-3
SCHEDULE “B”, ATTACHMENT IV CONTRACT NO. 6600029563 (IK)

for inspectors and field engineers, kitchen, copy machines, file cabinets,
drawing racks and other storage areas..
During the construction phase, CONTRACTOR shall provide and maintain
SAUDI ARAMCO Site Office to accommodate SAUDI ARAMCO
designated personnel. The offices shall be as follows:
• Main Site Offices, contiguous with CONTRACTOR’s main office.
SAUDI ARAMCO offices and CONTRACTOR, Subcontractor, and
Vendor offices shall be joined by an access corridor with a door in-
between for convenient movement between all offices.

3.3 SAUDI ARAMCO Main Site Offices:


3.3.1 The SAUDI ARMCO Main Site Offices shall consist of management
offices, conference rooms, prayer room, open office space for
clerks, partitioned office space for inspectors and field engineers,
kitchen, copy machines, file cabinets, drawing racks and other
storage areas per typical office layout drawing.
3.3.2 All Temporary Facilities shall be adequately lit and freshly painted.
Offices shall be provided to meet the following sizes:
• Management offices, twenty 20 square meters
• Senior personnel offices, fifteen 15 square meters
• Professional offices , twelve 12 square meters
• Partitioned offices, five 5 square meters
• Main conference room (forty 40 persons)
• Small conference room (fifteen 15 persons)
• Management conference room, near the project manager's
office (fifteen 15 persons)
• Document Control closed area, two-hundred 200 square
meters.
3.3.3 The Managers, Senior Personnel and professional offices shall be
lockable. The complete office complex shall be provided with split
air conditioning units and all offices shall be fully equipped with
following furniture (office furniture selection shall be brand new and
subject to Company Representative approval) :
• Swivel arm chair;
• Lockable desk with drawers;
• Computer tables;
• Speakerphones;
• Four 4 layer book case;
• Five drawer file cabinet;
• Meeting table with four (4) matching armed visitor chairs, (for
Manager and Senior Personnel offices only);
• Reference table with four (4) visitor chairs, (for double
occupancy offices only);

B-IV-4
SCHEDULE “B”, ATTACHMENT IV CONTRACT NO. 6600029563 (IK)

• Erasable marker board, (for all lockable offices);


• Wastepaper basket;
• Coat hanger;
• Multifunction desk calculator;
• In/out trays and other standard desktop equipment;
• Small refrigerator, (for seven (7) offices only).
In addition to above, the open office space shall be provided with
additional office furniture/equipment such as:
• Fifteen (15) five (5) drawer file cabinet;
• Four (4) map tables for the general use;
• Ten (10) drawing rack holding up to ten (10) hanger;
• One (1) heavy duty type paper shredder;
• One (1) Typewriter;
• Four (4) multipurpose photocopiers machines with networking
and scanning capabilities (Minolta EP 2080, Cannon NP 6062
or equivalent) with automatic document feed and multiple copy
sorters, multiple paper sources including A3 or 11”x17” paper,
two sided copying, variable enlargement and reduction supplied
with all paper, consumable material and maintenance provision
capable of producing one hundred (100) copies per minute;
• Three (3) facsimile machines (Ricoh 3700. Panasonic latest
model or equivalent) supplied with all paper, consumable
materials and maintenance provision;
• Three (3) Black and White network laser printer-copier-scanner
with a minimum of thirty (30) pages-per-minute. Must
photocopy, scan to email, scan and print to 11’X17’ size and
double sided. (Konica Minolta BizHub C652DS or equivalent);
• Three (3) Color network laser printers with a minimum ten (10)
pages-per-minute for color;
• Audio conferencing unit for Manager and Senior Personnel
offices;
• One (1) Colour Desktop Laser Printer with a minimum twenty
(15) pages-per-minute and 1200 x 1200 dpi for each lockable
office.
• Conference rooms shall be sized for comfortable seating for a
total number of persons as indicated above. Further it shall be
equipped with 1080P presentation projection system (Sony
Bravia SXRD VPL-VW200 or equivalent) along with projection
screen and presenter lectern equipped with keyboard shelf and
LCD preview monitor, audio and video conferencing unit (50”
Minimum), electronic interactive white board with printing
capability, wall clock, light dimmers, appropriate sized
conference table and one large dry marker board.

B-IV-5
SCHEDULE “B”, ATTACHMENT IV CONTRACT NO. 6600029563 (IK)

3.3.4 Prayer room shall be provided for a minimum of thirty (30) persons
and to be air conditioned and provided with appropriate praying
carpet type, shoe rack, and bookshelf. The praying carpet must be
changed at least once every year and/or whenever get damaged.

3.3.5 Visitor waiting area shall be provided for a minimum of (6) person
and to be equipped with a sofa and table.

3.3.6 Restroom shall include as a minimum three (3) western and three
(3) eastern toilets, five (5) urinals and four (4) hand-washing basins
with cold and hot water supply. CONTRACTOR shall be
responsible to supply complete sanitary requirements for the toilet
facilities such as toilet paper, towels, cleaning and detergent
agent’s etc. The toilet facilities shall be cleaned several times a
day.

3.3.7 Smoking shelter shall be climate control.

3.3.8 CONTRACTOR shall supply complete office stationery throughout


the Contract duration in sufficient amounts and quantities for the
number of personnel identified below. This includes but is not
limited to paper for photocopiers (w/paper selection of A4/A3 and
letter sizes), facsimiles and printers, writing pads, pens, pencil,
staplers, tape, hole punches, files and folders and other supplies.
CONTRACTOR shall also supply one (1) heavy duty shredding
machine and light duty shredding machines for each senior
personnel office.

3.3.9 CONTRACTOR shall supply complete kitchen furniture including


coffee machine, refrigeration, microwave oven, heavy duty water
boiler, and crockery, cutlery, hot/cold water dispenser and toaster.

3.3.10 CONTRACTOR shall also provide throughout the contract duration


all consumable such as coffee, tea, sugar, soft drinks, fruit juices,
bottled mineral water, paper and plastic products (cups, paper
towels serviettes etc.) and selection of daily fruits, pastries, donuts
and biscuits for the number of occupants in the office.

3.3.11 CONTRACTOR shall provide janitorial service for the SAUDI


ARAMCO Project Management Team (SAPMT) Temporary Offices
until Project Completion Date. The Temporary Offices shall be
cleaned, all waste removed, on a daily basis.

3.3.12 CONTRACTOR shall provide adequate shaded vehicle parking


spaces for a minimum of 75 car parking lots. These parking lots are
to be adjacent to SAUDI ARAMCO Temporary Offices.

B-IV-6
SCHEDULE “B”, ATTACHMENT IV CONTRACT NO. 6600029563 (IK)

3.4 CONTRACTOR’s Site Offices


3.4.1 CONTRACTOR shall provide Site Offices for its management
personnel to facilitate proper and practical control of progress,
quality of WORK and safety of the work forces. CONTRACTOR’s
Site Offices shall be located adjacent to SAUDI ARAMCO Main Site
Offices.
3.4.2 The office shall be of sound construction and shall afford adequate
standards of weather and dust protection, space, furnishing,
facilities, air conditioning and necessary services for
accommodation of staff. The office shall be properly maintained
and serviced.
3.4.3 The office shall contain management offices and open semi-
screened work areas for supervisors and technical staff. Adequate
conference facilities shall be provided for CONTRACTOR’s internal
co-ordination and sub-contractors meetings and for review
meetings with SAUDI ARAMCO. Kitchen and separate western and
eastern toilet facilities shall also be provided.
3.5 CONTRACTOR’s Field Offices
CONTRACTOR shall provide offices for its field supervision team local to
work areas to ensure and fully facilitate proper and practical control of
progress, quality of WORK and safety of work forces, equipment usage
and operations. CONTRACTOR’s field offices shall be of sound
construction and provide adequate standard of facilities for
accommodation of staff. The offices shall be properly maintained.
3.6 Sub-contractor's Site Offices and Support Facilities
CONTRACTOR shall ensure that its Subcontractors are contractually
obligated and committed to meet SAUDI ARAMCO standards in terms of
organization, staffing, workforce, equipment systems and facilities that
CONTRACTOR has contracted to provide to SAUDI ARAMCO.
3.7 Accommodation Camp (CONTRACTOR and its Subcontractors)
CONTRACTOR shall be responsible for designing, constructing, operating
and maintaining accommodation camps, ensuring and maintaining
adequate standards of living, dining, medical, fire-fighting facilities,
recreational facilities, cleaning and laundry services for its staff, workforce,
specialists and subcontractors in accordance with SAES-M-100 and
SAUDI ARAMCO Sanitary code. CONTRACTOR accommodation camp
is subject to SAUDI ARAMCO periodic inspection and review.
CONTRACTOR shall be responsible for correcting all deficiencies
identified by SAUDI ARAMCO.
CONTRACTOR shall insure that all camp areas are fenced, secured and
serviced with access roads.

B-IV-7
SCHEDULE “B”, ATTACHMENT IV CONTRACT NO. 6600029563 (IK)

3.8 Electrical and Non-Electrical Utilities

SAUDI ARAMCO will not provide any electric or water to the


CONTRACTOR. It is the CONTRACTOR responsibility to obtain its own
utility supply. The SAUDI ARAMCO will not be responsible or take any
liability or delays for any failure of the CONTRACTOR to obtain electrical
and water supplies.

SAUDI ARAMCO shall provide, at Temporary Site Facilities, connection


for waste water for CONTRACTOR use in Temporary Site Facilities for
SAUDI ARAMCO Site Offices, CONTRACTOR and Subcontractor offices
and accommodation. CONTRACTOR should be responsible for design,
installation of distribution network within Temporary Site Facilities and to
WORK Site. CONTRACTOR shall be responsible for any additional
treatment or wastewater/sewer handling capacity. SAUDI ARAMCO shall
not be responsible for any loss or interruption to the wastewater treatment
facilities.

CONTRACTOR shall be responsible for providing, maintaining and


operating the electrical and non-electrical utilities within Temporary Site
FACILITIES as indicated in Construction Execution Requirements J95-A-
DOC-VE-545400.

3.9 Site Sanitation

CONTRACTOR shall be responsible for the design, supply, installation


and operation of WORK Site toilet and hand washing facilities in adequate
proportion to the CONTRACTOR’s staff and workforce and those of its
Subcontractors. These facilities shall be daily serviced, cleaned and
maintained by CONTRACTOR’s dedicated staff who shall ensure the
highest standard of hygiene.

The toilet facilities shall be of sound durable and hygienic construction


consistent with their purpose and shall have adequate lighting, ventilation
and continuous supply of water. Sewage shall be collected via holding
tanks and disposed of it to a SAUDI ARAMCO approved treatment facility.

3.10 Waste Disposal


CONTRACTOR shall be responsible for preparing a waste management
plan to manage and arrange disposal of wastes on a daily basis to a
landfill site and/or other SAUDI ARAMCO-approved facilities.

Disposal of all classes of waste shall be in accordance with the


requirements of SAUDI ARAMCO procedures and the Saudi Arabian
Government and Local Municipality Regulations.

B-IV-8
SCHEDULE “B”, ATTACHMENT IV CONTRACT NO. 6600029563 (IK)

3.11 Communications
Temporary (voice and data) communications shall be provided for the
camp and offices. The systems installed shall include telephone, data,
LAN and facsimile connections. The number of lines must be sufficient to
enable CONTRACTOR and its on-site Subcontractors and vendors to
operate efficiently.
For SAUDI ARAMCO LAN and telephone lines, SAUDI ARAMCO will
identify an existing communications pedestal in the general vicinity of the
Site Office location. CONTRACTOR shall provide a communications
pedestal for use of SAUDI ARAMCO Personnel at SAUDI ARAMCO
OFFICES, adjacent to the existing communications pedestal, and make
the necessary connections from the Site Office to the CONTRACTOR-
provided pedestal. CONTRACTOR shall supply the required connections
and make the necessary connection between the CONTRACTOR-
provided pedestal and the existing pedestal under SAUDI ARAMCO’s
direction.
CONTRACTOR shall provide all internal office structured wiring system for
telephone and data requirements and install any and all telephone
equipment, telephone, facsimile machines, LAN systems, PCs, printers
etc. for its own and SAUDI ARAMCO use. All telecommunications
equipment, cable and wiring shall meet relevant SAUDI ARAMCO
standards.
CONTRACTOR shall provide all cables, equipment and accessories such
as switches, routers, hubs Uninterruptable Power Supply (UPS), modems,
etc. inside a dedicated air-conditioned telecommunication room inside
SAUDI ARAMCO site offices complex to support all computers mentioned
above.
For SAUDI ARAMCO WORK Site offices a minimum of one telephone
outlet and two (2) data outlets per ten (10) m2 of office space shall be
provided. CONTRACTOR shall also provide suitable electrical
convenience receptacles in the vicinity of the data outlet. Telephone wiring
to the Site Offices and the camp rooms shall be configured to allow
allocation of same telephone number to the office and the camp room for
each individual SAUDI ARAMCO employee. To facilitate this service,
CONTRACTOR shall coordinate with SAUDI ARAMCO Camp Contractor.
SAUDI ARAMCO’s IT Representative shall configure all of SAUDI
ARAMCO’s PMT network communications equipment and desktop
software to SAUDI ARAMCO standards regardless as to who provides the
equipment. CONTRACTOR’s assigned IT personnel shall perform
upgrades to operating systems and applications as required by SAUDI
ARAMCO, at no additional cost.

B-IV-9
SCHEDULE “B”, ATTACHMENT IV CONTRACT NO. 6600029563 (IK)

3.12 Computer/Data Services


CONTRACTOR shall provide computers and maintenance of computer
facilities in the provided SAUDI ARAMCO Temporary Site Office Facilities.
CONTRACTOR shall provide the following computer equipment for use by
SAUDI ARAMCO designated personnel. This computer equipment shall
remain the property of CONTRACTOR after Project completion.
3.12.1 Midsize Desktop
a) Lenovo ThinkStation S20 Form Factor with Intel Xeon W3565
Processor (3.20GHz 1066MHz 8MB L2) or better, the latest
Windows operating system, and Microsoft Office Professional
Plus 2010, or the latest, pre-installed.
b) 500 GB/7200RPM hard disk;
c) 12GB DDR3 memory
d) Super Multi DVD Writer
e) Lenovo ThinkVision L2251X (22in wide) LCD Monitor (VGA,
DVI-D, Display Port, HDCP support)
f) Integrated Ethernet 10/100/1000;
g) Four (4) USB Ports;
h) NVIDIA Quadro 2000 (1GB Dual link DVI+DP+DP) or better
sound, video cards and external speakers;
i) Matching keyboard and wireless mouse pointing devices,
Logitech MX revolution wireless mouse
j) Surge protector;
k) Color Desktop Laser Printer shall have a minimum print rate of
fifteen (15) pages per minute.
l) CONTRACTOR should provide one (1) copy per machine of
specified version of Adobe Acrobat Pro version and Microsoft
Project
m) Visioneer 9750, or latest, PDF with ADF Scanner
n) Transcend thirty-two (32) Gigabytes USB 2.0 Flash Diskor
equivalent

SOFTWARE (latest version) to accommodate all of the above


computers:
a) Latest McAfee virus and spyware protection software with
continuous updates.
b) Adobe Acrobat Professional ME full version software- latest
version
c) Latest Roxio creator Pro software full version

B-IV-10
SCHEDULE “B”, ATTACHMENT IV CONTRACT NO. 6600029563 (IK)

d) Visio
e) Microsoft Project

All licenser-released upgrades to the software shall be provided


at CONTRACTOR’s expense during the time SAUDI ARAMCO
personnel are resident in the Site Office.
3.12.2 CONTRACTOR shall provide a file server with the below
minimum requirements which must be agreed upon by Company
Representative in advance. This file server is to remain the
property of CONTRACTOR. File Server minimum requirements
a) Hewlett-Packard ProLiant DL380 G7 X/E5630-1 6GB (1x
2,54GHz Quad-Core, 12MB L3 cache, 3x 2GB PC3-10600R,
SA P410i-256MB, 2x 146GB 15k SFF SAS,DVD+/-RW, 460
Watts PS)
b) Hewlett-Packard 6 x 500GB 10K 6G 2.5-inch SFF SAS Dual-
Port Hard Disk Drive
c) Microsoft Windows Server 2008 R2 Standard Edition;
d) Users Licenses (as needed)
e) Hewlett-Packard eCare Pack ProLiant DL380 Family, three (3)
year, thirteen (13) hour/five (5) days per week, four (4) hour
on-site response
f) Hewlett-Packard 512MB P-Series Battery Backed Write Cache
Upgrade
g) Hewlett-Packard 460 Watts HE, 12 Volts Hot Plug AC Power
Supply Kit
h) Rack-optimized design
i) Both 110 & 220 Power ready with UPS/Surge Protection;
j) Symantec Backup Exec backup software with open file agent
support, complete with TAPE backup unit.
k) Redundant power supply and Fan
All licenser-released upgrades to the software shall be provided at
CONTRACTOR’s expense during the time SAUDI ARAMCO
personnel are resident in the Site Office.
3.12.3 Laptop Computer minimum requirements:
a) Sony Vaio Z Series Laptops or equivalent with the following
specifications or better:
i. Intel® Core™ i7-2640M processor (2.80GHz / 3.50GHz
with Turbo Boost)
ii. the latest Windows operating system and
iii. Memory of 8GB RAM or better; and

B-IV-11
SCHEDULE “B”, ATTACHMENT IV CONTRACT NO. 6600029563 (IK)

iv. 13.1" LED backlit Full HD display (1920 x 1080)


v. 512GB (256GB x2) solid state drive with RAID hard disk or
better;
vi. Built-in Gigabit Ethernet/Fax/Modem combo and Wireless
internet card;
vii. AMD Radeon™ HD 6650M (1GB) graphics and CD/DVD
player / burner
b) Leather carrying case with dual compartment or better;
c) Wireless Mouse – Logitech MX Revolution or equivalent
d) Surge protector;

All peripherals must be compatible.

Upon SAUDI ARAMCO request, CONTRACTOR shall furnish


USB Internet Broadband Access Device with its monthly
subscription to access any of the available nationwide wireless
internet Broadband Access network service inside the country or
internationally. CONTRACTOR will be reimbursed for this item in
accordance with the provisions of this Contract governing
incidental costs.

SOFTWARE (latest version) to accommodate the above


computers:
• Latest McAfee virus and spyware protection software with
continuous updates.
• Adobe Acrobat Professional ME full version software- latest
version
All licenser-released upgrades to the software shall be provided at
CONTRACTOR’s expense during the time SAUDI ARAMCO
personnel are resident in the Site Office.
Software and Hardware shall be required to be updated with
latest versions if applicable every two (2) years

3.12.4 Other Equipment


Presentation projection system (Sony VPL-DX15 Network Mobile
Presentation Projector or equivalent) along with projection screen
and presenter lectern equipped with keyboard shelf and LCD
preview monitor.
3.12.5 Network Communications
Per Company Representative Direction CONTRACTOR shall
configure all of SAUDI ARAMCO’s PMT network communications
equipment and desktop software to SAUDI ARAMCO standards
regardless as to who provides the equipment. CONTRACTOR’s
assigned IT personnel shall perform upgrades to operating

B-IV-12
SCHEDULE “B”, ATTACHMENT IV CONTRACT NO. 6600029563 (IK)

systems and applications as required by SAUDI ARAMCO, at no


additional cost.
3.12.6 Local Area Network (LAN) System
CONTRACTOR shall provide the required equipment and wiring
system, including gateway, to facilitate a LAN in CONTRACTOR’s
offices. This wiring system may be part of an existing wiring
system already installed in the building. Wiring hubs shall be in
secure areas.
CONTRACTOR shall provide and connect all computers and
printers for SAUDI ARAMCO to the LAN. A Gigabit Ethernet
infrastructure shall be provided.
CONTRACTOR shall provide a qualified Information Systems
Person and cooperate with the Company Representative to effect,
in a timely manner, additions, deletions and/or changes to the
connections to the LAN.
• CONTRACTOR shall provide reliable wireless internet access
(WiFi) for SAUDI ARAMCO staff use within SAUDI ARAMCO
Site Offices.

3.13 Repair and Trouble Shooting Services


CONTRACTOR shall provide repair services for hardware/software
problems for all equipment and provide consumables for the computers,
printers and CD-ROM writer and shall provide a qualified Information
Technology person and cooperate with the Company Representative to
effect, in a timely manner, additions, deletions and/or changes to the
connections to the LAN.
3.14 Telephones
CONTRACTOR shall provide touch-tone telephone services and individual
telephone line accountability as follows:
3.14.1 All telephone equipments with private direct lines including the
following functions:
a) Speakerphone;
b) External/internal conference;
c) Redial;
d) Individual voice mail/call answer;
e) Internal direct dial access to all SAUDI ARAMCO personnel;
f) Hold transfer;
g) Individual programmable speed dial;
h) Dial “0” option to go to secretaries.

B-IV-13
SCHEDULE “B”, ATTACHMENT IV CONTRACT NO. 6600029563 (IK)

Secretarial telephones shall include the following in addition to


those listed above:
a) Call pick-up;
b) Direct access to SAUDI ARAMCO personnel telephone lines.
3.14.2 Standard telephone services shall include, at a minimum, single
user number with internal, local and long distance external calling
capabilities for each of the SAUDI ARAMCO personnel and in the
SAUDI ARAMCO Conference Rooms. Standard telephone
services may be through CONTRACTOR’s switchboard as
additions to CONTRACTOR’s existing telephone system.
3.14.3 In addition to standard telephone service, CONTRACTOR shall
provide additional direct analog lines, independent of
CONTRACTOR’s switchboard, with long distance calling
capabilities for Facsimile machines and as needed by SAUDI
ARAMCO.

3.15 Office Shredders


The specified shredders shall be WILHELM DAHLE BURO-TECHNIK
GMB or equivalent with the following specifications. Solid wooden
cabinet, For extremely sensitive documents, Compact Design, Easy to
use, Feed width 400mm, Shred capacity A4 70 gsm 8-10 sheets, Shred
Speed 15 m/min, Shred Size 2x15 mm Heavy Duty Shredder, Cross Cut,
twelve (12) Sheet Capacity, thirty-six (37) liters.

3.16 Photocopiers

Multipurpose photocopiers machines with networking and scanning


capabilities (Minolta EP 2080, Cannon NP 6062 or equivalent) with
automatic document feed and multiple copy sorters, multiple paper
sources including A3 or 11”x17” paper, two sided copying, variable
enlargement and reduction supplied with all paper, consumable material
and maintenance provision capable of producing one hundred (100)
copies per minute.

3.17 Facsimile Machines


Facsimile Machines shall use plain paper technology shall feature
electronic storage of a minimum of fifty (50) pages (Ricoh 3700,
Panasonic latest model or equivalent). CONTRACTOR shall provide all
consumable materials and maintenance.

3.18 Computer Quantities


CONTRACTOR shall supply, install and maintain throughout the Contract
duration the identified computer system requirements with all printer

B-IV-14
SCHEDULE “B”, ATTACHMENT IV CONTRACT NO. 6600029563 (IK)

supplies and accessories to include, but not be limited, to duplex printing


papers and toner kits.
CONTRACTOR shall provide computer equipment as follows:
Personal Computer: Quantity required = one hundred (100)
Laptop Computer: Quantity required = Six (6)

3.19 Cell Phone


CONTRACTOR shall provide twenty-five (25) Cell Phone sets, for SAUDI
ARAMCO’s use, thirty (30) days from the effective date of the Contract
and up to Project Completion. Cell phones shall be distributed to the
designated SAUDI ARAMCO Project team members as directed by the
Company Representative. “Cell Phone” shall be complete set of latest and
advanced Bravo phone with international dialing, Internet and Data
Transfer, and roaming capabilities. Internet and Data Transfer shall be
limited to two (2) Gigabytes per month as part of the line rental base cost.
Line rental, local calls, base Internet and Data Transfer and roaming
charges shall all be included in the Cell Phone cost and shall be charged
to the CONTRACTOR account. All international calls and excess cellular
internet and data charges directly incurred by SAUDI ARAMCO, or SAUDI
ARAMCO-sponsored personnel through the use of SAUDI ARAMCO-
dedicated cell phones are to be charged to SAUDI ARAMCO. The cell
phone sets shall be the property of CONTRACTOR and its usage, by
SAUDI ARAMCO, shall remain until Project Completion.

4.0 MATERIALS MANAGEMENT, STORAGE LAYDOWN FACILITIES

CONTRACTOR shall provide an organization, security FACILITIES and


equipment for the effective control of its materials and equipment and materials
issued by SAUDI ARAMCO throughout the process of receiving, inventorying,
protecting/preserving, storing, issuing, installing, testing and pre-commissioning.
CONTRACTOR shall comply with the requirements of SAUDI ARAMCO
Construction Safety Manual with respect to materials management and storage
lay down FACILITIES.
CONTRACTOR shall demonstrate the precaution to be taken by it, and special
FACILITIES and instruction to be issued, for the provision of storage of
hazardous and toxic chemicals, including fuel storage in accordance with SAUDI
ARAMCO Standards and General Instructions.

5.0 CONTRACTOR’s PRODUCTION FACILITIES

CONTRACTOR shall provide site production facilities and shall prepare drawings
and plans showing layout, sizes, capacity and operational details of its site
production facilities fully describing these provisions in its Temporary Site
Facilities Plan.

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SCHEDULE “B”, ATTACHMENT IV CONTRACT NO. 6600029563 (IK)

CONTRACTOR shall ensure that these Facilities and any other off site
production facilities shall fully support the program production needs and comply
with SAUDI ARAMCO standards and specifications.

5.1 Concrete Batching Plant


CONTRACTOR shall purchase concrete from SAUDI ARAMCO approved
local supplier. Concrete shall be weight batched with computer controlled
equipment which shall have the capacity of recording constituents of each
mix produced in a three (3) day period including records of the transit truck
and the foundation/area/location where the mix is placed.
Laboratory Facilities shall be provided for the testing of the aggregates
and concrete to meet the requirements of the relevant specifications.

5.2 Pipe Work Fabrication


Pipe work prefabrication shall be preferably carried out away from the
WORK Site. The fabrication facilities shall include separate equipment
and areas for carbon steel, stainless steel and alloys.
CONTRACTOR shall demonstrate its proposals for ensuring non-
contamination of stainless and alloy steels during fabrication and erection.
The facilities shall be so arranged to provide safe, efficient production and
highest quality of workmanship, including stress relieving and the
standards of inspection and testing throughout the entire fabrication
process.
CONTRACTOR shall ensure that all its and its Subcontractors’ and
Vendors’ equipment is reliable, calibrated as required, routinely checked,
serviced and operated in a logically planned and safe manner, to allow
production of fabrications to meet the Project program needs.

5.3 Preparation and Painting Works


This WORK shall be carried out away from the WORK Site with due
regard to local environment and population of local adjacent WORK areas.
CONTRACTOR shall prepare a detailed drawing and plan for its proposed
operation of both preparation and painting works and shall submit these to
SAUDI ARAMCO for approval.
Such WORK will be performed as part of a production cycle of
pipe/steelwork receipt, layout, storage, preparation, painting, fabrication
and spool lay down storage. Emphasis shall be placed on traffic handling
movements, fencing, use of craneage, lifting and handling equipment,
safety of operations, first aid/hygiene/sanitary facilities and use, pre-usage
and storage of blasting cleaning materials.
5.4 CONTRACTOR shall provide a new hydrotest shelter which will be used
to facilitate all reviews, meetings and other issues related to A/G piping

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SCHEDULE “B”, ATTACHMENT IV CONTRACT NO. 6600029563 (IK)

hydrotest (Hydrotest) in accordance with Schedule ‘B’, ‘Pre-


commissioning and Mechanical Completion’ paragraph.

6.0 SITE ACCESS

Access to the construction area will be as indicated on the ‘Overall Master Site
Layout’ drawing. This drawing will show general site layout, proposed/allocated
spaces for CONTRACTOR offices and WORK areas. Further access
requirements shall be the responsibility of CONTRACTOR.
CONTRACTOR shall be responsible for maintaining existing site roads and all
other access roads.
CONTRACTOR shall strictly control access into its WORK areas.
CONTRACTOR shall provide a detailed plan for approval by SAUDI ARAMCO
on its methods of transporting its staff and workforce to and from the WORK Site,
Temporary Site Facilities area, including the camp accommodation. This plan,
Control of Traffic and Labor, shall fully describe and detail CONTRACTOR
management, supervisory and administration controls on all workforce personnel
within the construction area and supporting Temporary Site Facilities.

7.0 FENCING AND SECURITY

CONTRACTOR shall provide, install and maintain temporary security fencing for
fencing its Subcontractor camp.
CONTRACTOR shall provide, install and maintain security guard houses for all of
own CONTRACTOR camps and Subcontractors camps.

8.0 QUANTITIES

Subject to the provisions of this Attachment IV to Schedule “B”, CONTRACTOR


shall provide offices and equipment for SAUDI ARAMCO personnel in the
quantities as given in Table 1 below

Table 1 Office FACILITIES


QUANTITY
ITEM
Package Specific
Management Office 4
Senior Personnel Office 8
Professional Office 20
Partitioned offices 60
Conference Room 1
Meeting Room 2
Senior Secretary Area 2

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SCHEDULE “B”, ATTACHMENT IV CONTRACT NO. 6600029563 (IK)

QUANTITY
ITEM
Package Specific
Secretary WORK Areas 6
Document Control Area 1
Drawing Review Area 1
Prayer Room 1
Kitchen/Coffee Room 2
Restroom 2
LAN Room 1
Photocopiers 4
Facsimile Machines 3
File Servers 1
Laptop Computers 6
B&W Laser Network Printers 3
Color Laser Network Printers 3
Lite-pro Presentation Projector 1
B&W Desktop Laser Printer Per office
Mid sized Desktop Computer 100
Parking Space 75
Cell Phones 25

All furniture, office equipment and communications equipment provided by


CONTRACTOR under this Attachment IV to Schedule “B” shall remain
property of CONTRACTOR.

END OF ATTACHMENT IV TO SCHEDULE “B”

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CONTRACT NO. 6600029563 (IK)

SCHEDULE "G"

MATERIALS, TOOLS, AND EQUIPMENT

1.0 SAUDI ARAMCO-SUPPLIED MATERIAL, TOOLS AND EQUIPMENT

1.1 The material listed on Attachment I shall be furnished to CONTRACTOR by


SAUDI ARAMCO, or, if applicable, to the Affiliated Contractor at its
fabrication yard outside Saudi Arabia, during normal working hours from the
locations noted on Attachment I, at no cost, and in usable condition subject
only to repairs or reconditioning normal to material received at a fabrication
yard or construction site.

1.2 The tools and equipment listed on Attachment I shall be furnished to


CONTRACTOR by SAUDI ARAMCO during normal working hours from the
locations noted on Attachment I on an "as is, where is" basis.

1.3 CONTRACTOR shall be responsible for safeguarding SAUDI ARAMCO-


supplied material, tools, and equipment and ensuring that they are treated
with due care, properly maintained, and used and operated in a prudent
manner.

1.4 Upon completion of the WORK, or at any other time as directed by Company
Representative, CONTRACTOR shall document as required by SAUDI
ARAMCO, properly pack, identify and return unused or reusable SAUDI
ARAMCO-supplied material, tools and equipment to any SAUDI ARAMCO
designated location which is no further from the WORK Site than the original
delivery point of such items. The condition of all returned SAUDI ARAMCO-
supplied material, tools, and equipment shall be as good as when received
by CONTRACTOR, normal wear and tear excepted.

1.5 Except as noted in Paragraph 1.1 with regard to furnishing material outside
Saudi Arabia, SAUDI ARAMCO shall be responsible only for loading and
unloading those SAUDI ARAMCO-supplied items located within a SAUDI
ARAMCO-operated materials supply facility. CONTRACTOR, or its Affiliated
Contractor shall provide ten (10) SAUDI ARAMCO work days advance
written notice of its marine vessels' arrival at a commercial port or a SAUDI
ARAMCO wharf facility for receipt of SAUDI ARAMCO-supplied items.
CONTRACTOR shall be represented at the loading or unloading for its entire
duration, and shall sign a receiving form attesting to the quantity and
condition of the SAUDI ARAMCO-supplied material, tools, and equipment
upon receipt.

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1.6 All SAUDI ARAMCO-supplied material, tools, and equipment deemed by the
Company Representative to be unusable shall be documented as required
by SAUDI ARAMCO, and transported by CONTRACTOR to any SAUDI
ARAMCO-designated disposal location, where CONTRACTOR shall make
disposal in accordance with instructions received from the Company
Representative.

2.0 CONTRACTOR-SUPPLIED MATERIALS, TOOLS AND EQUIPMENT

2.1 Except as provided in Paragraph 1, CONTRACTOR shall supply all


materials, tools and equipment, and all else required for the successful
completion of the WORK. CONTRACTOR-supplied material shall be new
and unused, and shall be procured in accordance with Attachment II of this
Schedule "G".

2.2 Except for CONTRACTOR materials sourcing directed by COMPANY or


SAUDI ARAMCO pursuant to Attachment IV of this Schedule "G",
CONTRACTOR supplied material, its sources and related services shall be
selected on the basis of financial, quality, schedule and technical capability,
provided that Saudi Manufacturers, vendors and carriers shall be preferred in
accordance with Paragraphs 3.0 and 4.0.

2.3 CONTRACTOR-supplied materials shall duplicate, or have interchangeable


parts with, other similar materials either being used in the construction of the
FACILITIES or already listed in the SAUDI ARAMCO SAP R/3 Material
Master catalog.

2.4 CONTRACTOR-supplied material shall comply with Saudi Arab Standards


Organization (SASO) requirements. If a SASO certificate is required for
CONTRACTOR-supplied materials, CONTRACTOR shall promptly forward a
copy of the SASO-approved certificate to the Company Representative.

2.5 CONTRACTOR shall supply any special tools needed to install, adjust and
maintain CONTRACTOR-supplied material.

2.6 CONTRACTOR shall proceed in strict accordance with General Instruction


202.305, which is incorporated by reference in this Contract, to assign plant
numbers and affix tags.

2.7 SAUDI ARAMCO reserves the right to reject any CONTRACTOR proposed
supplier, if such supplier does not meet the supplier selection requirements
of Attachment III, Paragraph 4 of Schedule “Q” – Supplier Selection.

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3.0 PREFERENCE FOR SAUDI VENDORS AND CARRIERS

SAUDI ARAMCO utilizes Saudi vendors and Saudi carriers for procuring and
shipping a significant portion of its material requirements, and encourages its
suppliers and contractors to utilize the services of these Saudi companies for a
significant share of their procurement and transportation requirements for SAUDI
ARAMCO projects.

Whenever CONTRACTOR procures material or makes transportation


arrangements, SAUDI ARAMCO encourages CONTRACTOR to contact Saudi
vendors, the two national ocean carriers, the National Shipping Company of Saudi
Arabia (NSCSA) and the United Arab Shipping Company (UASC), and the national
airline, Saudi Arabian Airlines (SAUDIA), or their representatives (full details of
which may be obtained from SAUDI ARAMCO), and to give them the opportunity of
quoting in respect to CONTRACTOR's requirements.

4.0 PREFERENCE FOR SAUDI MANUFACTURERS

4.1 "Saudi Manufacturers" are industrial establishments within Saudi Arabia who
mine, manufacture or assemble products using reasonable amounts of local
raw materials or local manpower in their production, as certified by the
Ministry of Industry and Electricity.

4.2 As far as is practicable, CONTRACTOR shall standardize material types,


sizes and characteristics so that products of Saudi manufacturers can be
used as standard or acceptable alternative materials.

4.3 For each material requirement whose value exceeds Ten Thousand U.S.
Dollars ($10,000), and for which SAUDI ARAMCO's Approved Local
Manufacturers List in SAP R/3 lists a Saudi manufacturer, CONTRACTOR
shall either directly purchase the materials from a technically acceptable
Saudi manufacturer or develop competitive quotations from at least three (3)
Saudi manufacturers. If less than three (3) manufacturers are listed then all
shall receive quotation requests. If CONTRACTOR determines to purchase
such material from a Saudi manufacturer, CONTRACTOR may place the
order without further SAUDI ARAMCO involvement or compensation.
Otherwise, CONTRACTOR shall advise SAUDI ARAMCO of:

4.3.1 the lowest technically acceptable Saudi manufacturer quotation,


including the price F.O.B. the Manufacturer’s plant or warehouse
plus the costs of moving the material to the WORK Site; and

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4.3.2 the lowest technically acceptable non-Saudi manufacturer quotation,
including the price F.O.B. the port of export plus the cost of export
packing and preparation, insurance, Saudi Arab Customs Duties
with the material Harmonized Codes, ocean freight, levies and port
fees, and the other costs of moving the material to the WORK Site.

CONTRACTOR shall separately state the costs comprising each quotation in


Saudi Riyals, converted, if necessary, at SAUDI ARAMCO's prevailing
currency exchange rates.

4.4 Promptly after receipt of the two quotations described in Paragraphs 4.3.1
and 4.3.2, SAUDI ARAMCO shall have the right to direct CONTRACTOR to
purchase the material from the Saudi manufacturer, and CONTRACTOR
shall comply with SAUDI ARAMCO's direction. SAUDI ARAMCO's exercise
of its right shall have no effect on any of CONTRACTOR's other obligations
under this Contract, and the material so purchased shall be considered
CONTRACTOR-supplied material.

4.5 If SAUDI ARAMCO exercises its right under Paragraph 4.4, upon receipt of
the material at the WORK Site SAUDI ARAMCO shall pay CONTRACTOR
an amount determined by subtracting the price described in Paragraph 4.3.2
from the price described in Paragraph 4.3.1. Except for this amount, SAUDI
ARAMCO shall pay no other compensation of any kind arising out of or as a
result of SAUDI ARAMCO's direction.

4.6 If CONTRACTOR's records do not establish CONTRACTOR's compliance


with this Paragraph 4, CONTRACTOR shall pay SAUDI ARAMCO ten
percent (10%) of the purchase price for material so procured.

5.0 ADDITIONAL MATERIALS

Should CONTRACTOR require additional material, SAUDI ARAMCO may, at its


sole discretion, make available certain materials for the FACILITIES. Such
materials shall be transferred by a letter, initiated by CONTRACTOR, and signed by
both CONTRACTOR and SAUDI ARAMCO, and shall be considered SAUDI
ARAMCO-supplied. The price for such materials shall be established solely by
SAUDI ARAMCO at the time of the transfer. SAUDI ARAMCO shall accept the
agreed transfer price as full and complete compensation for such transfers. Such
material shall be made available to CONTRACTOR at a location specified by
SAUDI ARAMCO. CONTRACTOR shall be responsible for collecting the material
from its location and transporting it to the WORK Site. The agreed transfer price for
such material shall be deducted from CONTRACTOR’s invoices by mean of an
internal account. CONTRACTOR shall take such actions as may be necessary to
establish this internal account prior to any transfers. SAUDI ARAMCO shall not be
obligated to accept for return any unused transferred material.
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6.0 SAUDI ARAB CUSTOMS DUTY FOR CONTRACTOR-SUPPLIED TOOLS
AND EQUIPMENT

CONTRACTOR shall not include in the Contract Price Saudi Arab Customs duties
for any CONTRACTOR-supplied tools and equipment to be used in connection with
the WORK and then re-exported. If CONTRACTOR re-exports such tools and
equipment and is unable to obtain a refund of Saudi Arab Customs duties
deposited with Saudi Arab Customs, SAUDI ARAMCO shall promptly reimburse
CONTRACTOR for Saudi Arab Customs duties paid by CONTRACTOR on such
tools and equipment. CONTRACTOR shall submit its invoice to SAUDI ARAMCO
for such reimbursement accompanied with proof that CONTRACTOR has
deposited the duties, re-exported the tools and equipment, and failed after
reasonable effort to obtain a refund of deposited duties.

7.0 CAPITAL SPARE PARTS, START-UP SPARE PARTS, OPERATING SPARE


PARTS AND OPERATING MATERIALS

7.1 CAPITAL SPARE PARTS: “Capital Spare Parts” are those major
replacement parts or complete units essential to continuous operation when
long delivery or manufacturing economy is a significant factor. Capital Spare
Parts are subject to Start-up and Operating Spare Parts support the same as
Parent Equipment. CONTRACTOR shall procure the Capital Spare Parts
listed in Attachment III of this Schedule “G” concurrently with the
procurement of Parent Equipment.

Prior to issuing purchase orders CONTRACTOR shall identify and


recommend to SAUDI ARAMCO additional requirements for Capital Spare
Parts not identified in Attachment III. The recommendations shall also
include long lead time, machined, molded or cast parts which can best be
supplied when included in the manufacturing schedule of the Parent
Equipment, and their quoted material prices and any other information
required for their justification. If SAUDI ARAMCO determines that additional
Capital Spare Parts are necessary a Change Order will be issued.

7.2 START-UP SPARE PARTS: “Start-Up Spare Parts” are parts or components
required during construction, pre-commissioning, and commissioning.
CONTRACTOR shall provide the Start-Up Spare Parts associated with all
CONTRACTOR-furnished equipment and specifically identified SAUDI
ARAMCO-furnished equipment.

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7.3 OPERATING SPARE PARTS: “Operating Spare Parts” are spare parts or
components that are required for continuous operation of the plant,
equipment, or system after commissioning of the FACILITY. SAUDI
ARAMCO shall purchase and ship all Operating Spare Parts for all
CONTRACTOR-furnished equipment, SAUDI ARAMCO-furnished
equipment, or Capital Spare Parts.

7.4 OPERATING MATERIALS: “Operating Materials” are consumable materials


that are required for the continuous operation of the facility and are
consumed in the normal course of operations and, therefore, require periodic
replenishment. CONTRACTOR shall supply all required quantities of
chemicals, filtration materials, lubricants, desiccants, industrial gases,
emulsifiers, batteries, transformer oils, and any other catalysts, operating
fluids, consumable, and materials required for the initial charge, pre-
commissioning and start-up, and commissioning of the FACILITIES. All
unused materials provided in accordance with this Paragraph shall be
properly packed and documented by CONTRACTOR and shall become the
property of SAUDI ARAMCO. CONTRACTOR shall also provide a forecast
of the initial charge and start-up quantities of all items referenced in this
Paragraph to SAUDI ARAMCO no later than twelve (12) months prior to
Mechanical Completion of the FACILITIES, or each separable portion
thereof, achieving partial Mechanical Completion. The forecast shall include
quantities expected during Start-up and normal maximum and minimum
operating conditions as well as during summer and winter operating
conditions, and any other limiting conditions. CONTRACTOR shall identify
the cataloged Material Master numbers (9CAT’s) for the same or equivalent
bulk chemicals and lubricants that are in the SAP R/3 Material Master
catalog and include these in the applicable Project Record Books.

8.0 DATA ACQUISITION FOR OPERATING SPARE PARTS AND OPERATING


MATERIALS

CONTRACTOR shall provide to SAUDI ARAMCO all Vendor and Sub-Vendor data
on Operating Spare Parts and Operating Materials in strict accordance with the
instructions contained in SAEP-3101. For the purposes of establishing Contract
payments pursuant to Schedule “C”, procurement of any equipment or material item
shall not be considered complete unless the CONTRACTOR has submitted, and
SAUDI ARAMCO has approved, the Operating Spare Parts Data and Operating
Materials Data required per SAEP-3101.

9.0 LIFE CYCLE COSTING (LCC)

9.1 CONTRACTOR shall obtain competitive quotations from at least three


manufacturers for the equipment identified in Paragraph 3 of the

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Attachment IV in this Schedule, and ensure that each quotation includes the
specific LCC data elements required therein.

9.2 CONTRACTOR shall technically evaluate the quotations received, by


ascending commercial value, until three or more are considered acceptable
or until all quotations received have been evaluated, and provide SAUDI
ARAMCO a copy of each technically acceptable quotation. The quotation
shall identity the specific LCC data elements required in Paragraph 3 of the
Attachment IV in this Schedule, the price F.O.B. port of export, and costs for
export packing and preparation, insurance, ocean freight, levies and port
fees, and all other costs to deliver the goods to the WORK Site.
CONTRACTOR shall identify CONTRACTOR’s proposed source of supply,
and separately detail any additional costs that would be incurred should
SAUDI ARAMCO direct CONTRACTOR to purchase the equipment from
another source. All cost or price information shall be converted to US
Dollars at SAUDI ARAMCO’s prevailing currency exchange rates.

9.3 Within ten (10) working days after receipt of acceptable quotation copies and
the price and cost information described in Paragraph 2, SAUDI ARAMCO
shall have the right to direct CONTRACTOR to purchase the equipment from
any manufacturer technically qualified by CONTRACTOR other than the
CONTRACTOR’s proposed source of supply. CONTRACTOR shall comply
with SAUDI ARAMCO’s direction. If SAUDI ARAMCO exercises its right, it
shall compensate CONTRACTOR for any difference between the total
delivered equipment cost (as determined pursuant to paragraph 2 above) of
CONTRACTOR’s proposed source of supply and that of the SAUDI
ARAMCO directed manufacturer. SAUDI ARAMCO’s exercise of its right
shall have no effect on any of CONTRACTOR’s other obligations under this
Contract, and the equipment so purchased shall be considered
CONTRACTOR-supplied equipment.

9.4 If the equipment purchased fails to meet the efficiency warranty set forth in
the applicable SAMSS as stated in SAEP-341, CONTRACTOR shall pay
SAUDI ARAMCO in accordance with the penalty provisions included in the
Guarantee And Warranty section of that applicable SAMSS.

9.5 If CONTRACTOR’s records do not establish CONTRACTOR’s compliance


with these Life Cycle Costing Requirements, CONTRACTOR shall pay
SAUDI ARAMCO ten percent (10%) of the purchase price for equipment so
procured.

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10.0 TRANSLATION

Because of the technical nature of Attachment I, it has not been translated into
Arabic. CONTRACTOR and SAUDI ARAMCO agree to be bound by the English
text.

END OF SCHEDULE "G"

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CONTRACT NO. 6600029563 (IK)

SCHEDULE "G"

ATTACHMENT I

SAUDI ARAMCO-SUPPLIED MATERIALS, TOOLS AND EQUIPMENT

1.0 SAUDI ARAMCO-SUPPLIED MATERIAL

Description Unit Quantity Delivery Point

NONE

2.0 SAUDI ARAMCO-SUPPLIED TOOLS AND EQUIPMENT

Description Unit Quantity Delivery Point

NONE

END OF ATTACHMENT I

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CONTRACT NO. 6600029563 (IK)

SCHEDULE "G"

ATTACHMENT II

MATERIALS PROCUREMENT BY CONTRACTOR

1.0 CONTRACTOR's PROCUREMENT PLAN

CONTRACTOR shall submit for SAUDI ARAMCO's review a Procurement Plan


within thirty (30) days after the effective date of this Contract. At minimum, the
Procurement Plan shall cover the following:

1.1 A description of the procurement process and the way procurement


information will flow from quotation development through delivery to WORK
Site.

1.2 A description of engineering/procurement/purchasing interfaces, corrective


actions, and procedures for SAUDI ARAMCO review of documents when
required.

1.3 A description of all periodic reports to be produced and their scheduled issue
dates, which reports shall include a Monthly Materials Procurement Status
Report.

1.4 A procedure for accomplishing the standardization of material pursuant to


Schedule "G" and detailed procedures for control of all material substitutions.

1.5 A procedure for safeguarding and controlling all CONTRACTOR-supplied


and SAUDI ARAMCO-supplied materials at the WORK Site, including the
continuous maintenance and control of records of identification, receipt and
issuance and all other materials control and materials management
procedures required to ensure the uninterrupted flow of equipment and
materials.

2.0 CONTRACTOR'S PROCUREMENT DOCUMENTS

2.1 CONTRACTOR shall analyze all bids and, if requested by SAUDI ARAMCO,
provide the technical and scheduling details of any proposed placement.

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2.2 All CONTRACTOR’s requisitions and purchase orders shall also be
numbered using SAUDI ARAMCO's purchase order numbering system.
SAUDI ARAMCO's number shall be used on all documentation and shall be
listed in CONTRACTOR reports as directed by SAUDI ARAMCO.

2.3 CONTRACTOR's purchase orders and quotation requests shall include the
following requirements:

2.3.1 Applicable SAMSS's, SAES's, project specifications, and standard


drawings. Where a sub-supplier will be involved, the
CONTRACTOR shall require the supplier to distribute these
attachments to the sub-supplier as part of the order to sub-supplier.

2.3.2 Inspection and testing requirements per the applicable Saudi


Aramco Form SA-175.

2.3.3 Listing of supplier Non-Material Requirements (NMR's), referencing


SA-7900 Series forms.

2.3.4 Listing of supplier QA records to be prepared, submitted, or made


available for CONTRACTOR's and COMPANY's review and
approval. (e.g. refractory installation, welding, repair, heat treatment
procedures, welder qualifications, Hydrotesting, coating and
Nondestructive Testing [NDT] procedures).

2.3.5 Provision for COMPANY's and CONTRACTOR's right of access to


the supplier’s facility and WORK documents for inspection and audit
per paragraph 1.5 of Schedule Q.

2.3.6 CONTRACTOR supplemental technical specifications

2.3.7 Capital Spare Parts per Schedule "G", Attachment III or as


otherwise required by SAUDI ARAMCO.

2.3.8 Spare parts data requirements per Schedule "G".

2.3.9 Operating and maintenance manuals requirements.

2.3.10 Special tools to install, adjust and maintain equipment during start-
up. Special tools needed for subsequent maintenance shall be
provided and turned over to SAUDI ARAMCO at Project Completion.

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2.3.11 Vendor representatives as agreed necessary for start up of
equipment.

2.3.12 All information submitted shall be in the English language and units
of measure as indicated in the job specification.

2.4 CONTRACTOR shall ensure that all applicable provisions of Schedule “Q”
are included in all requisitions and purchase orders to suppliers and their
subsuppliers.
2.5 CONTRACTOR requisitions shall be submitted to the Company
Representative for review prior to placement of each Purchase Order.

3.0 MATERIALS PROCUREMENT STATUS REPORT

3.1 CONTRACTOR shall issue a Materials Status report monthly, or as


otherwise requested, reporting on the status of each requisition and order.
The report shall identify and track the procurement of all materials, including
schedule, forecast and actual procurement milestone dates, and specifically
identify all long lead items, vessels, heavy lift/oversized equipment items,
specialized installation equipment, and special fabrication items. Standard
CONTRACTOR reports may be used if such reports are acceptable to
SAUDI ARAMCO. For all purchases the report shall include information on
at least the following:

3.1.1 Quotation/requisition number and date issued for bid


3.1.2 Identify if Saudi Manufacturer Equalization may be required
3.1.3 Contractor Order number and date placed
3.1.4 Corresponding SAUDI ARAMCO Order number
3.1.5 Vendor and country of manufacture
3.1.6 Change Order/revision number and date
3.1.7 Brief description
3.1.8 Item and tag number
3.1.9 Required delivery date of design drawings/data for approval
3.1.10 Delivery date for equipment/materials
3.1.11 Receipt Date
3.1.12 Receiving Inspection Results
3.1.13 Non-Material Requirements received or missing
3.1.14 Preservation Requirements received and implemented.

3.2 Identification of Source of Material

CONTRACTOR shall provide information to COMPANY/SAUDI ARAMCO on


the source of all material provided by CONTRACTOR.
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3.2.1 The source of material shall be identified as one of the following:

3.2.1.1 “Saudi Manufacturer” which means a Saudi registered


company that manufactures or assembles material or
equipment within Saudi Arabia. This category applies
regardless of whether a Purchase Order has been placed
directly with the Saudi Manufacturer or with a third party
agent or vendor.

3.2.1.2 “OOK Manufacturer” which means a company that


manufactures or assembles material or equipment outside of
Saudi Arabia.

3.2.1.3 “Saudi Vendor” which means a Saudi registered company


that acts on behalf of an OOK Manufacturer and is party to
the Purchase Order executed by the CONTRACTOR.

3.2.2 List of Purchase Orders

3.2.2.1 CONTRACTOR shall prepare and provide to


COMPANY/SAUDI ARAMCO a list of all Purchase Orders for
material or equipment that indicates the actual or, for
unplaced Purchase Orders, the likely source of the material
(“Purchase Order Source of Material List”). The Source of
Material List shall identify the portion of the Material Price
associated with each Purchase Order. The sum of the
amounts for all Purchase Orders shall be equal to 100% of
the Material Price.

3.2.2.2 To the extent that a list of Purchase Orders has been


included in Schedule “C” and/or a list of Purchase Orders is
required for and has been prepared for determining progress
payment for the Material Price, the Purchase Order Source of
Material List shall be consistent with such other lists in
respect to the items listed and portions of the Materials Prices
associated with each item. Subject to the concurrence of the
Company Representative, a single list may be used to
determine progress payments for the Material Price and to
serve as the Source of Material List.

3.2.2.3 In addition to the source of material and associated portion of


the Material Price, the Purchase Order Source of Material List
shall include:

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3.2.2.3.1 The actual or forecast dates for PR issue, PO
placement, shipment, and arrival at the site.

3.2.2.3.2 For placed Purchase Orders, the name of the


Saudi Manufacturer or OOK Manufacturer and, if
applicable, the name of the Saudi Vendor.

3.2.2.4 The Purchase Order Source of Material List shall be provided


to COMPANY/SAUDI ARAMCO by CONTRACTOR at the
end of every month every month from the month in which the
first Purchase Order is placed until the month in which all
materials, have been received at the WORK. All invoices for
portions of the Material Price shall include an attachment that
breaks down the portion of the Material Price being invoiced
into separate amounts for each source of material. Progress
Payments for portions of the Material Price will not be made
until an up-to-date and compliant Purchase Order Source of
Material List and the breakdown of the amount being invoiced
has been received by COMPANY/SAUDI ARAMCO.

3.2.3 Detailed Electronic Contractor Procurement Report

CONTRACTOR shall compete and provide to COMPANY/SAUDI


ARAMCO at the end of every month, from the month in which the first
Purchase Order is placed until the month in which the last Purchase
Order has been placed, a detailed, line item-level report for placed
Purchase Orders by utilizing the program and in the format provided
by COMPANY/SAUDI ARAMCO. The value of line items shall be
calculated as portions of the Material Price associated with each
Purchase Order.

4.0 PROCUREMENT CORRESPONDENCE

All correspondence, specifications, drawings, data on spare parts and special tools,
or other papers pertaining to procurement shall bear the following references:

4.1 Name of FACILITIES and location


4.2 Symbol or code of FACILITIES
4.3 Equipment plant tag numbers, if any
4.4 SAUDI ARAMCO Contract number
4.5 Quotation request or purchase order number
4.6 Corresponding SAUDI ARAMCO Order number

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5.0 SHIPPING AND HANDLING

5.1 CONTRACTOR shall be responsible for shipping, export customs duties,


storage and care and protection of materials to be imported into Saudi
Arabia. CONTRACTOR shall be responsible for clearing the material
through Saudi Arabia Customs, offloading, inspection on receipt, delivery to
the WORK Site, and care and protection of material in Saudi Arabia until
Mechanical Completion.

5.2 CONTRACTOR shall arrange for all In-Kingdom heavy lifts including all
coordination activities with Saudi Arab traffic authorities and Saudi Electric
Company (SEC). CONTRACTOR shall provide equipment necessary to
offload at the port, transport to WORK Site, offload and position the
equipment at WORK Site.

END OF ATTACHMENT II

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CONTRACT NO. 6600029563(IK)

SCHEDULE "G"

ATTACHMENT III

CAPITAL SPARE PARTS

CONTRACTOR shall provide all capital spare parts as listed below:

Equipment Tag Equipment Description Required Spare


Utilities
J49-U-001 A/B/C/D Air Compressors one set of compressor rotors
J40-U-0103 A/B/C Nitrogen Compressors one set of compressor rotors
One warehouse spare pump set
Closed Drain Transfer
J54-G-0400A/B (i.e. pump, motor and coupling
Pumps
as one vertical pump assembly).
J54-G-0101-0201-0301 A/B/ Cooling water pump one warehouse spare Pump

END OF ATTACHMENT III

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CONTRACT NO. 6600029563 (IK)

SCHEDULE "G"

ATTACHMENT IV

SAUDI ARAMCO DIRECTED SOURCING OF MATERIALS

1. CONTRACTOR material sourcing directed by SAUDI ARAMCO Standards:

1.1 CONTRACTOR shall solicit quotations and purchase materials and


equipment from only the sources identified for those materials listed in the
SAUDI ARAMCO’s Regulated Vendor List (RVL) and the following SAUDI
ARAMCO Engineering Standards, unless otherwise approved by SAUDI
ARAMCO per Paragraph 1.2 below.

1.1.1 SAES-J-002 Technically Acceptable Instruments


1.1.2 SAES-Y-100 Regulated Vendors List for Custody Measurement
Equipment
1.1.3 SAES-Z-002 Technically Accepted Process Automation Systems

1.2 To capture technical or material pricing advantages, CONTRACTOR is


encouraged to propose vendors other than those identified under Paragraph
1.1 of this Attachment, in which case CONTRACTOR shall qualify any
proposed vendors per Schedule “Q”, Attachment III, Paragraph 1.2. If such
a vendor is considered qualified by SAUDI ARAMCO, then SAUDI ARAMCO
and CONTRACTOR shall equally share any material pricing benefit as
follows:

CONTRACTOR shall submit a change order request crediting SAUDI


ARAMCO for one-half (fifty percent) of the difference between the
proposed vendors price and the lowest price obtained from a competitive
development with all vendors on the applicable regulated list under
Paragraph 1.1 of this Attachment. Copies of all applicable vendor
proposals shall be included in CONTRACTOR’s submittal. SAUDI
ARAMCO’s decision to adopt or reject the proposal shall be final and
binding on both parties.

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CONTRACT NO. 6600029563 (IK)

2. CONTRACTOR material sourcing directed by the specific requirements of this


SAUDI ARAMCO Contract:

CONTRACTOR shall solicit quotations and purchase requirements only from the
sources identified for the materials listed below:

Communication and IT Materials:

MATERIAL TYPE MANUFACTURER SERVICE TYPE


Distribution Switches & Firewalls Juniper Data
Access Switches HP Procurve Data
Wireless LAN Materials Aruba Networks Internet Access
Base Stations & Dispatcher
Cassidian TETRA Mobile Radio
Workstations
IP Telephony Materials Huawei IP Telephony System
Voice Alerting & Conferencing
Huawei Voice Alerting System
Materials
Rack Materials Chatsworth Products Rack System

3. Life Cycle Costing (LCC)

CONTRACTOR shall provide quotations that include the specific data elements as
required by SAEP-341 Paragraph 2 for the following equipment:

Equipment Description TAG Number

All equipment requires LCC in accordance with the SAUDI ARAMCO


Materials System Specifications (SAMSS) and SAEP-341.

END OF ATTACHMENT IV

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CONTRACT NO. 6600029563 (IK)

SCHEDULE “H”

SPECIAL TERMS AND CONDITIONS

TABLE OF CONTENTS

1.0 WITHHOLDING PAYMENTS


2.0 CONFLICT RESOLUTION
3.0 COMPUTER SYSTEM
4.0 PURCHASE OF MATERIALS
5.0 INTENTIONALLY LEFT BLANK
6.0 TERMS TO REFERENCE CONTRACTOR
7.0 PROCESS CONTROL SYSTEM
8.0 SEAMLESS SCOPE
9.0 WORK SCHEDULE AND PROGRESS REPORTS
10.0 ACCESS TO THE WORK SITE
11.0 CONTRACT REQUISITION NUMBER
12.0 REGULATED VENDOR LISTS
13.0 OPERATING MATERIALS
14.0 SAUDIZATION PROVISIONS
15.0 CRANES AND RIGGING EQUIPMENT
16.0 DAMAGE TO MATERIAL DURING SHIPMENT
17.0 HAZARDOUS MATERIALS
18.0 PERFORMANCE OF WORK IN SAUDI ARABIA BY ENGINEERING
CONTRACTOR
19.0 SCHEDULE RECOVERY
20.0 DRAFTING REQUIREMENTS
21.0 CONTRACTOR ADMINISTRATIVE, ENGINEERING, AND PROCUREMENT
SUBMITTALS
22.0 KEY PERSONNEL
23.0 PURCHASES BY THE CONSTRUCTION CONTRACTOR
24.0 PROJECT SPECIFIC QUALITY REQUIREMENTS
25.0 REMOVAL OF CONSTRUCTION ELEMENTS
26.0 INCIDENTAL COSTS

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SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

27.0 ROCK EXCAVATION


28.0 TERMINOLOGY IN SCHEDULES “G” AND “Q”
29.0 UNITS OF MEASURE
30.0 COMMISSIONING OF NON-HYDROCARBON SYSTEMS
31.0 PROXIMITY WARNING SYSTEMS FOR EARTHMOVING AND
CONSTRUCTION EQUIPMENT AND SITE PERSONNEL
32.0 MATERIAL AND EQUIPMENT PRESERVATION
33.0 WORK SITE MATERIAL MANAGEMENT SYSTEM
34.0 LAND FOR TEMPORARY SITE FACILITIES
35.0 SAUDI ARAMCO OPTION - TRANSPORTATION OF
OVERSIZE/OVERWEIGHT EQUIPMENT
36.0 SAUDI ARAMCO OPTION – ALTERNATIVE INSTRUMENTATION OR
ELECTRICAL EQUIPMENT SUPPLIERS
37.0 CHANGES/MODIFICATIONS TO SCHEDULE “A”
38.0 SAUDI ARAMCO DIRECTED SOURCING OF AIR COOLED HEAT
EXCHANGERS
39.0 CONTRACTOR’S OBLIGATIONS TO COMPENSATE ITS EMPLOYEES,
SUBCONTRACTORS, AND SUPPLIERS

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CONTRACT NO. 6600029563 (IK)

SCHEDULE “H”

SPECIAL TERMS AND CONDITIONS

Should the special terms and conditions set forth in this Schedule “H” conflict with any
terms and conditions of another Schedule to this Contract, the special terms and
conditions contained herein shall prevail.

1.0 WITHHOLDING PAYMENTS

Without limiting the application of Paragraph 8.6 of Schedule "A", SAUDI


ARAMCO may, at its sole discretion, withhold any and all payments otherwise
due CONTRACTOR under Paragraph 6 of Schedule "C" for the following failures,
until such time CONTRACTOR achieves or completes the required action:

1.1 If CONTRACTOR fails to achieve a Critical Milestone Date set forth in


Attachment II to Schedule "B"; or

1.2 If CONTRACTOR fails to correct deficiencies in items of engineered


equipment, non-engineered equipment or bulk materials, related
documentation and/or services identified by SAUDI ARAMCO or specified
in CONTRACTOR's Inspection Release Reports prior to shipment from
Vendor(s) of such items; or

1.3 If CONTRACTOR fails to correct deficiencies in WORK or portions of the


FACILITIES for which CONTRACTOR is otherwise eligible for payment.

2.0 CONFLICT RESOLUTION

2.1 Add the following new Subparagraphs to the end of Paragraph 1 of


Schedule “A”:

“1.16 “FACILITIES Performance Specification” means any statement or


expression contained in any document, drawing, specification, or
standard that is part of or referenced in this Contract that describes
the performance of the FACILITIES.

1.17 “SAUDI ARAMCO-provided Preliminary Design” means any and all


drawings, or specifications, or standards included or referenced in
this Contract that were prepared specifically for the FACILITIES
and were provided to CONTRACTOR by SAUDI ARAMCO prior to
award of this Contract, including, without limitation, those drawings,
specifications and standards described in Paragraphs 12.1.8
through 12.1.17 of this Schedule.

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SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

1.18 “Project Standards” means any and all drawings, specifications, or


standards referenced in this Contract including those that are not
part of the SAUDI ARAMCO-provided Preliminary Design.”

2.2 Delete Paragraph 2.1 of Schedule “A” in its entirety and replace it with the
following revised Paragraph:

“2.1 Review, and assist as necessary in the Affiliated Contractor’s


review of, the SAUDI ARAMCO-provided Preliminary Design to
ensure that it does not conflict with another drawing, specification
or standard referenced in this Contract.

2.1.1 If the CONTRACTOR notifies SAUDI ARAMCO of such a


conflict within three (3) months after this Contract's effective
date, and the resolution of such a conflict in accordance with
Paragraph 12.1 of this Schedule would result in increased
cost, SAUDI ARAMCO shall have the right to require that
CONTRACTOR implement either: a) the more expensive
drawing, specification or standard, in which case SAUDI
ARAMCO shall issue a Change Order which compensates
CONTRACTOR for the increased cost; or b) the less
expensive drawing, specification or standard, without
additional compensation. CONTRACTOR shall be entitled
to no additional compensation for such conflicts discovered
more than three (3) months after this Contract's effective
date.
2.1.2 If at any time the resolution of such a conflict in accordance
with Paragraph 12.1 of this Schedule would result in
decreased cost; SAUDI ARAMCO shall have the right to
require that CONTRACTOR implement the more expensive
drawing, specification or standard, without additional
compensation.”

2.3 Delete Paragraph 12.1.6 of Schedule “A” in its entirety.

2.4 Delete Paragraph 12.3 of Schedule “A” in its entirety and replace with the
following:

“12.3 During the performance of the WORK, CONTRACTOR shall


maintain a set of construction drawings to reflect the current as-built
status of the FACILITIES. Following Mechanical Completion,
CONTRACTOR shall furnish to SAUDI ARAMCO one (1) set of
final as-built Computer Aided Drafting Design (CADD) drawings in
full compliance with the SAUDI ARAMCO Engineering Standard
SAES-A-202. CONTRACTOR shall provide such additional types
and quantities of drawings as specified in Schedule “B”.”

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SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

3.0 COMPUTER SYSTEM

Delete Paragraph 1.13 of Schedule “A” in its entirety and replace it with the
following:

“1.13 “Computer System” or “PCS” means the Process Control System


hardware and software to be provided by CONTRACTOR under this
Contract as defined by SAUDI ARAMCO Mandatory Requirements (i.e.
SAUDI ARAMCO Engineering Standards and Material System
Specifications) and described by the Job Specification (Schedule “B”).
The Computer System, or PCS, includes, but is not limited to, Distributed
Control System (DCS), Emergency Shutdown Systems (ESD),
Compressor Control Systems (CCS), Machinery Protection System
(MPS), Data Acquisition and Historization System (DAHS), Instrument
Asset Management System (IAMS), Alarm Management System (ALMS)
and their interfaces with auxiliary systems.”

4.0 PURCHASE OF MATERIALS

4.1 Schedule “G”, Attachment II, Paragraph 2.3.3 is hereby deleted in its
entirety and the following new Paragraph 2.3.3 inserted in its place:

“2.3.3 Listing of supplier Non-Material Requirements (NMR’s) referencing


SA-7900 series forms. Each Purchase Order shall include the
following language:

“Non-Material Requirements” (NMR item 601, 602, and 603 on


SAUDI ARAMCO 7900 Series Forms) are an integral part of this
requirement as are the complete spare parts packages. As
such, notwithstanding the terms of payment provisions in the
applicable conditions of purchase, Purchase Order payment up
to the full Purchase Order price may be withheld until all Non-
Material Requirements and spare parts data packages are
delivered and accepted by COMPANY.”

4.2 Schedule “G”, Attachment II, Paragraph 2.3 is hereby amended by adding
the following new Subparagraphs 2.3.13 to 2.3.19 inclusive:

“2.3.13 Vendor shall provide original manufacturer source information for


all material and spare parts supplied on each Purchase Order
including, but not limited to, manufacturer’s name, address, sales
order number, sales contact name, telephone number, fax number
and e-mail address.

2.3.14 Defined requirements for complete original equipment


manufacturer spare parts data in compliance with SAEP-3101 and

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SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

SAEP- 3102. Appendix “D” of SAEP-3101 shall form an integral


part of each Purchase Order.

2.3.15 Material delivery shall not be considered complete until two (2)
complete original sets and one (1) electronic copy of Vendor
equipment operating instructions and equipment maintenance
manuals have been transmitted to buyer and receipt of instructions
and manuals has been acknowledged by Buyer.

2.3.16 Include a requirement for Vendor’s submittal of all warranty and


guarantee information and identify SAUDI ARAMCO as beneficiary
of warranties in accordance with Paragraph 11.4 of Schedule “A”.

2.3.17 Vendors to identify and explain any deviations, such as


exceptions, alternative and clarifications, which Vendors may
propose in respect of material/equipment specification
requirements.

2.3.18 Vendors shall include provisions to permit COMPANY to acquire


training for SAUDI ARAMCO personnel at fixed prices and/or rates
at any time within one (1) year after delivery of all equipment to the
WORK site.

2.3.19 Include provisions requiring all equipment publications and training


manuals to be supplied in electronic format at no additional cost,
and provisions permitting SAUDI ARAMCO to adapt, re-format,
publish and distribute such equipment publications and training
manuals, or information contained therein, by any means within
any SAUDI ARAMCO site to permit in-house training and support.”

4.3 Schedule “G”, Attachment IV, Paragraph 1 is hereby deleted in its entirety
and the following new Paragraph 1 inserted in its place:

“1. CONTRACTOR material sourcing directed by SAUDI ARAMCO


Standards:

1.1 CONTRACTOR shall solicit quotations and purchase


materials and equipment from only the sources identified for
those materials and equipment listed in the SAUDI
ARAMCO’s Regulated Vendor List (RVL) provided on a CD
with the Invitation for Proposal (IFP) package and the
following SAUDI ARAMCO Engineering Standards, unless
otherwise approved by SAUDI ARAMCO per Paragraph 1.2
below.

1.1.1.1 SAES-J-002 Technically Acceptable Instruments

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SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

1.1.1.2 SAES-Z-002 Technically Accepted Process


Automation Systems
1.1.1.3 SAES-T-101 Regulated Vendor List for
Communication equipment and Materials

1.2 To capture technical or material pricing advantages,


CONTRACTOR is encouraged to propose vendors other
than those identified under Paragraph 1.1 of this Attachment,
in which case CONTRACTOR shall qualify any proposed
vendors per Schedule “Q”, Attachment III. If such a vendor
is considered qualified by COMPANY, then COMPANY and
CONTRACTOR shall equally share any material pricing
benefit as follows:

CONTRACTOR shall submit a change order request


crediting COMPANY for one-half (fifty percent) of the
difference between the proposed vendors’ price and the
lowest price obtained from a competitive development with
all vendors on the applicable regulated list under Paragraph
1.1 of this Attachment. Copies of all applicable vendor
proposals shall be included in CONTRACTOR’s
submittal. COMPANY’s decision to adopt or reject the
proposal shall be final and binding on both parties.”

5.0 [Intentionally left blank]

6.0 TERMS TO REFERENCE CONTRACTOR

6.1 Wherever the following terms appear in the drawings, specifications or


standards referenced in this Contract, such words shall have the same
meaning as "CONTRACTOR":

6.1.1 “LUMP SUM TURNKEY (LSTK) Contractor”


6.1.2 “LSTK Contractor”
6.1.3 “LSTK contractor”
6.1.4 “Contractor”
6.1.5 “Project Construction Agency” in Paragraph 4 of GI 2.710

6.2 Wherever the words “Owner” or “Company” appear in the drawings,


specifications or standards referenced in this Contract, such words shall
have the same meaning as “SAUDI ARAMCO” or, if clear from the
context, its out-of Kingdom affiliate.

6.3 Wherever the words “Furnish” or “Provide” appear in the drawings and/or
specifications referenced in this Contract, with respect to the provision of

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SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

the FACILITIES, such words shall have the same meaning as “construct
and pre-commission”.

7.0 PROCESS CONTROL SYSTEM (PCS)

7.1 PCS Vendor’s Scope of Work/Supply is limited to the procurement of the


PCS and services related to the PCS procurement. This includes, but is
not limited to, interface with CONTRACTOR, procurement of PCS and
subsystems and coordination with subsystems vendors. This also includes
complete PCS execution, including design, configuration, integration,
testing, documentation and packing.

7.2 Without limiting the generality of any other provision of this Contract, the
CONTRACTOR’s Scope of Work, and the lump sum Contract Price,
include all PCS related activities starting with, but not limited to, PCS
shipment from PCS Vendor’s facilities to the WORK Site, receipt and
handling of PCS system at site, installation, testing and pre-
commissioning.

7.3 All WORK Site activities and support provided by the PCS Vendor or
subsystems Vendors leading to Mechanical Completion, including, but not
limited to, installation supervision, PCS System power-up, performance of
the PCS Site Acceptance Tests (SAT), and pre-commissioning support,
are not included in the lump sum Purchase Order price for the PCS, but
are included in the Contract Lump Sum Price for this Contract.
CONTRACTOR shall compensate PCS Vendor and PCS Sub-vendors for
the provided WORK Site activities using the field support rates included in
the PCS Agreement between the PCS Vendor and SAUDI ARAMCO.

7.4 CONTRACTOR, in conjunction with the Affiliated Contractor, shall:

7.4.1 Deliver, handle, install, test and perform Pre-commissioning


activities for the PCS required for the FACILITIES.

7.4.2 In addition to the requirements of Schedule “B” of this Contract;


provide Commissioning and Start-Up assistance as required by
SAUDI ARAMCO in accordance with established PCS Agreement
field support rates.

7.4.3 Coordinate interfaces with Other Contractors, Affiliated Contractor,


the PCS Vendor and the PCS Subsystem Vendors to ensure
common and consistent PCS installation, testing, Pre-
commissioning, Commissioning and interfacing activities in
accordance with Schedule “B”. CONTRACTOR, Affiliated
Contractor, Other Contractors and their respective affiliated
contractors shall perform their overall system integration

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SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

responsibilities as detailed in the Interface Management


Procedure in Volume B of this Contract.

7.4.4 Contract with the PCS Vendor to perform PCS Site Acceptance
Test, support PCS related Pre-commissioning activities, and
support start-up/Commissioning activities.

7.4.5 Relocate the Process Control Specialist(s) to the WORK Site


Office to review, advise, coordinate, supervise, monitor and
provide engineering support, as required, for the installation, Site
Acceptance Test, Pre-commissioning of the PCS in the
FACILITIES and Commissioning/Start-Up assistance.

7.5 CONTRACTOR shall coordinate with the Affiliated Contractor to ensure


that the Central Control Room (CCR) and the Process Interface Buildings
(PIB) in its Scope of WORK are “ready to receive” the PCS equipment
before the PCS is scheduled to be shipped to WORK Site. “Ready to
Receive” shall mean that the CCR and PIBs have their finishing (paints,
raised floors, false ceilings, lighting, doors, tiles, HVAC ducting, etc.)
complete and all equipment in the buildings installed, Pre-commissioned,
and operational in accordance with the SAUDI ARAMCO-provided
Preliminary Design. The equipment referenced above includes, but is not
limited to, fire extinguishers, power distribution, HVAC, UPS, batteries with
Personnel Protection Equipment and showers, Main Fire Detection
System, and Local Fire Detection System linked to the Main Fire Detection
System in the CCR and to the Fire Station.

7.6 CONTRACTOR shall follow all applicable PCS Vendor’s written


instructions and recommended practices relating to application, shipment,
assembly, preservation, installation, protective (preventive) maintenance
and testing during the fabrication and construction of the PCS for the
FACILITIES, when such instructions and practices are not in conflict with
any terms or conditions of this Contract. CONTRACTOR shall submit a
request for resolution in writing to the Company Representative if a conflict
does arise.

7.7 CONTRACTOR shall coordinate the development of the overall WORK


Schedule with the Affiliated Contractor and the PCS Vendor to meet all
milestone dates or relevant progress dates set forth in the PCS
Agreement.

7.8 CONTRACTOR shall witness and demonstrate to SAUDI ARAMCO all


PCS Site Acceptance Tests and perform loop and functional tests as part
of Pre-commissioning at the WORK Site.

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SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

7.9 CONTRACTOR shall, as part of the Lump Sum Contract Price for this
Contract, provide adequate full time representative(s) from the PCS
Vendor to supervise the installation and ensure that the warranties for the
PCS are valid.

8.0 SEAMLESS SCOPE

CONTRACTOR acknowledges that the WORK to be performed hereunder is


greatly dependent on and related to that performed by its Affiliated Contractor
under the Engineering Contract. The WORK hereunder and the work under the
Engineering Contract, from start of detailed design, procurement of materials,
shipping and construction/fabrication In-Kingdom through installation, testing and
commissioning, constitutes one functional project and a seamless and unitary
body of work. Therefore, CONTRACTOR agrees and acknowledges that it shall
not be excused or justified from complying with the terms and conditions of this
Contract because of the failure of its Affiliated Contractor to fulfill its obligations
under the Engineering Contract and shall not claim against SAUDI ARAMCO
and/or its affiliated entity which is party to the Engineering Contract to recover
any losses or damages incurred by CONTRACTOR as a result of such failure.

9.0 WORK SCHEDULE AND PROGRESS REPORTS

Delete Paragraph 8 of Schedule “A” in its entirety and replace it with the
following:

“8.0 WORK SCHEDULE AND PROGRESS REPORTS

8.1 The CONTRACTOR shall plan, schedule and report on the


progress of the WORK using the Critical Path Method (CPM)
utilizing the latest Primavera Enterprise software at the time of
Contract award (the “WORK Schedule”). Detailed requirements
related to Planning and Scheduling are included in the applicable
sections of the Planning, Scheduling, Progress Control and
Reporting Document which is included with the Contract scope
package, Volume B “Project Overall Requirements”.

8.2 FRONT-END WORK SCHEDULE: Within thirty (30) days after this
Contract's effective date CONTRACTOR shall submit a detailed
schedule in a format to be agreed by the Company Representative
defining the CONTRACTOR's planned activities to be
accomplished during the first one hundred twenty (120) days after
this Contract's effective date. Upon approval by SAUDI ARAMCO
of this schedule, it shall be utilized as the Front-End Baseline
Schedule (Rev. A), which will be the basis against which
subsequent updates will be compared. This Schedule shall be

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SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

updated weekly until acceptance of the WORK Schedule (as


detailed below) by the Company Representative.

8.3 INITIAL WORK SCHEDULE: Within sixty (60) days after this
Contract's effective date, CONTRACTOR shall submit for SAUDI
ARAMCO's review CONTRACTOR's Initial WORK Schedule
comprised of a CPM logic network of detailed activities for the
engineering and procurement phases of the WORK and
construction activities at a level of detail necessary to show
CONTRACTOR's approach for planning and executing the
construction phase of the WORK. Upon SAUDI ARAMCO approval
of this Initial WORK Schedule, it shall be utilized as the Initial
Baseline Schedule for the execution of the WORK.

8.4 The construction portion of the Initial WORK Schedule shall be in


sufficient detail to identify the functional elements of the
construction and pre-commissioning activities on site. The
construction activities anticipated to occur within the first year after
the Contract effective date shall be at the definitive level of detail,
as discussed above.

8.5 DETAILED WORK SCHEDULE: Subsequently, CONTRACTOR


shall integrate detailed construction activities into the initial WORK
Schedule and submit it for approval no later than one hundred
twenty (120) days after the Contract’s effective date. This detailed
WORK Schedule shall provide a single integrated network of all
phases of the WORK, including the identification of interfaces with
Other Contractors. In order to be sufficient for review, this WORK
Schedule must comply with the parameters set forth in the Project
Specification, as defined in Schedule “B”, for planning and
scheduling, as well as the criteria listed below.

8.6 Upon SAUDI ARAMCO’s approval of the detailed WORK Schedule,


this will become the Project Baseline WORK Schedule (assigned
as Rev.0), against which all subsequent updates will be compared.

8.7 The engineering portion of the WORK Schedule shall be sufficiently


detailed to reflect the major steps (i.e. development, reviews,
revisions, issue for design, etc) for each package of deliverables.

8.8 The procurement portion of the WORK Schedule shall identify each
envisioned Purchase Order package for the project, from
specification development through delivery at the WORK Site. In
the case of bundled Purchase Orders with numerous material
items, the items shall be defined within the notes fields of the
applicable activities, and the range of delivery dates shall be

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SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

reflected in appropriate detail to allow meaningful logic to the


construction activities. This may require numerous fabrication and
delivery activities for a single Purchase Order if necessary. The
procurement activities shall reflect all engineering and construction
inputs and outputs (for example, Vendor data submittal availability
for integration into the design).

8.9 All Schedules (as defined above) shall be resource loaded (using
WORK-hours) and must be reconcilable to the approved
budget/definitive estimate. The resource loading shall be done at
the greatest level of detail practicable, and the use of Level of Effort
(hammock) activities for this purpose shall be minimized.

8.10 The resource loaded Baseline WORK Schedule will be the basis for
the planned (Early/Late/Forecast) progress curves as well as the
planned/forecast resource histograms.

8.11 At a minimum interval of every two (2) weeks (utilizing period


ending dates falling on Fridays), CONTRACTOR shall update the
WORK Schedule in conjunction with the update of the DCI/Quantity
Surveying Progress systems. The updates shall accurately reflect
the Project status (utilizing physical activity percent complete) as
well as an updated forecast for the WORK in the near future. The
update cycle and deadlines for reporting will be defined by SAUDI
ARAMCO and will be common among CONTRACTOR and all
Other Contractors.

8.12 CONTRACTOR shall promptly notify SAUDI ARAMCO of any


anticipated or actual slippage in the performance of the WORK as
compared to the WORK Schedule and any potential (forecast)
impacts to subsequent WORK activities and/or Critical Milestones.
Such occurrences shall also be highlighted in the periodic Status
Reports as part of the schedule analysis section.

8.13 CONTRACTOR shall maintain all notes and documents that form
the basis for the WORK Schedule, and shall prepare a basis of
Schedule document as a deliverable with each schedule submitted
for review and approval as a baseline. This basis document shall
identify all considerations, strategic, logistics and other factors that
are integrated into the Schedule.

8.14 CONTRACTOR’s failure to submit and update the WORK Schedule


as required in this Paragraph 8 shall entitle SAUDI ARAMCO to
withhold progress payments otherwise due CONTRACTOR until
CONTRACTOR complies with this Paragraph 8.

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SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

8.15 The Critical Milestone Dates and Scheduled Completion Date shall
be adjusted only when necessary to reflect any actual delay in the
performance of a WORK activity in the critical path either
occasioned by force majeure (as defined in Schedule “A”,
Paragraph 26), or for which SAUDI ARAMCO is responsible under
this Contract. The Critical Milestone Dates and Scheduled
Completion Date shall not be adjusted for delay if the affected
activity is not in the critical path and the duration of the delay does
not exceed the activity’s total float as reflected in the latest
reviewed WORK Schedule. The Critical Milestone Dates shall be
adjusted only by Change Order or Amendment and the Scheduled
Completion Date shall be adjusted only by Amendment.

8.16 Upon SAUDI ARAMCO's request, CONTRACTOR shall provide to


SAUDI ARAMCO all of CONTRACTOR's calculations and
documents supporting the WORK Schedule and any other related
schedules, reports, and forecasts.”

10.0 ACCESS TO THE WORK SITE

Further to the provisions of Paragraphs 6.1 and 7.3 of Schedule “A”,


CONTRACTOR acknowledges that it has visited the WORK Sites and that the
Contract Price includes compensation for any additional cost CONTRACTOR
may incur as a result of the available means of access to the WORK site being
used by others. CONTRACTOR agrees that additional costs and delays
resulting from CONTRACTOR’s use or inability to use the available access road
shall not entitle CONTRACTOR to any additional compensation and shall not
relieve CONTRACTOR from the responsibility for meeting the Critical Milestone
Dates and the Scheduled Completion Date.

11.0 CONTRACT REQUISITION NUMBER

This Contract was referred to as REQUISITION NO. 3000438591 (IK) during its
development prior to execution and has been changed as Contract No.
6600029563 (IK).

12.0 REGULATED VENDOR LISTS

Any request by CONTRACTOR to qualify a proposed vendor submitted pursuant


to Paragraph 1.2 of Attachment IV to Schedule “G” shall include the date by
which a decision to adopt or reject the proposal must be made so that, in the
event of rejection, an order could be placed with one of the Vendors already
included on the applicable Restricted Vendors List without adversely affecting the
WORK Schedule. SAUDI ARAMCO may reject a proposal for any reason,
including but not limited to, SAUDI ARAMCO’s determination that there is

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SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

insufficient time for a comprehensive review of a proposed Vendor’s


qualifications.

13.0 OPERATING MATERIALS

Delete Paragraph 7.4 of Schedule “G” in its entirety and replace it with the
following revised Paragraph 7.4:

“7.4 OPERATING MATERIALS: “Operating Materials” are consumable


materials, including those listed in the text of this Paragraph below, which
are required for the continuous operation of the FACILITIES and are
consumed in the normal course of operations and, therefore, require
periodic replenishment. Further to the provisions of Paragraph 2.1 of
Schedule "G", CONTRACTOR shall provide and install the initial charge,
including catalysts, catalyst metals (Including Precious Metals) and Start-
Up quantities of all chemicals, filtration materials, suction screens,
gaskets, lubricants, desiccants, industrial gases, emulsifiers, batteries,
transformer oils and any other operating fluids, consumables and
materials required for the Pre-commissioning, Commissioning, Start-Up
and for a minimum of ninety (90) calendar days normal operation of the
FACILITIES, based on the full design capacity, from the date of the
approval of the final MCAN, in accordance with Vendors’ and Licensors’
requirements and procedures. All Precious Metals shall be become the
property of SAUDI ARAMCO. All unused materials provided in accordance
with this Paragraph shall be properly packed, stored and documented by
CONTRACTOR and shall become the property of SAUDI ARAMCO.
CONTRACTOR shall load the initial charge and Start-Up quantities of all
such operating materials required for Pre-commissioning, Mechanical
Completion and initial operation of the FACILITIES or separable portions
thereof.

CONTRACTOR shall provide a forecast, in a format acceptable to SAUDI


ARAMCO, of the initial charge and Start-Up quantities of all items
referenced in this Paragraph (including items expected during Start-Up
and normal maximum and minimum operating conditions as well as during
summer and winter operating conditions, and any other limiting conditions)
to SAUDI ARAMCO no later than twelve (12) months prior to Mechanical
Completion of the FACILITIES, or each separable portion thereof,
achieving partial Mechanical Completion. CONTRACTOR shall identify
the SAUDI ARAMCO Material Systems (SAMS) stock numbers for the
same or equivalent bulk chemicals and lubricants that are in SAMS stock
and include these in the forecast and the applicable Project Record
Books.”

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SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

14.0 SAUDIZATION PROVISIONS:

14.1 Mandatory Saudization Percentages

CONTRACTOR shall recruit, hire, and train Saudi Arab personnel so that
the actual level of Saudization for the groups listed in the table
hereinbelow performing the WORK shall not be less than the minimum
parentage specified for each group.

Group Minimum Percentage


A 20%
B 10%
C 15%
D 20%

14.2 Deductions for Insufficient Saudization Levels

Should the required level of Saudization for any group be below the
specified minimum percentage at any time during any invoice period,
CONTRACTOR’S invoice for that period may be reduced by an amount
equal to the number of additional manhours needed to meet the minimum
(calculated in accordance with Paragraph 14.4) multiplied by the
corresponding rate per manhour from the following table:

Group Rate for Deductions


A SR 25
B SR 18
C SR 15
D SR 15

14.3 Definitions of Groups

The groups listed above are defined as follows:

14.3.1 Group A is comprised of certified and/or degreed engineers and


construction field personnel.
14.3.2 Group B is comprised of certified craftsman/skilled labor.
14.3.3 Group C is comprised of unskilled labor.
14.3.4 Group D is comprised of certified and/or degreed project
management and administrative personnel.

14.4 Calculations

14.4.1 All calculations and any resulting deduction shall be applied


separately to each group defined in Paragraph 14.3. Under no
circumstances shall exceeding the specified minimum percentage

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SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

for one group be used as the basis for eliminating or reducing a


deduction for another group.

14.4.2 For each specified group, the actual level of Saudization for a
particular period shall be determined by dividing the total number
of manhours actually worked by qualified Saudi Arab
CONTRACTOR personnel involved directly with performance of
the WORK, by the total number of manhours worked by all
CONTRACTOR personnel directly involved with performance of
the WORK.

14.4.3 In the event the actual level of Saudization for a period is less
than the specified minimum level of Saudization, the number of
additional man-hours needed to meet the minimum shall be the
number of man-hours that must be added to the number of hours
worked by Saudi Arab personnel (the numerator) so the quotient
is equal to or greater than the specified minimum percentage.

14.5 Subcontractor Personnel

The calculation of the actual levels of Saudization shall include all


personnel involved in performance of the WORK including all
Subcontractor personnel.

14.6 Daily Rosters and Timesheets

In order to provide a means of verifying personnel present on the WORK


Site, CONTRACTOR shall provide the Company Representative, before
the end of each working day, with a daily rosters listing all personnel for
each specified group (including Subcontractor personnel as applicable),
indicating their name, nationality, job classification, work location, and
actual hours worked that day. In order to determine the number of man-
hours for Saudi Arab and non-Saudi Arab personnel CONTRACTOR shall
prepare a monthly man-hour summary report for each specific group,
supported by daily rosters, indicating the total man-hours worked by Saudi
Arab personnel and non-Saudi personnel for the preceding
month. Copies of these roster and monthly summary in an electronic
format (worksheet or database) of all man-hours worked during the
previous month including a calculation of the actual level of Saudization
shall be provided to the Company Representative no later than five (5)
working days into each month.

14.7 Verification

SAUDI ARAMCO shall have the right to verify the presence and/or
nationality and/or job qualifications of any employees listed for each

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SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

specific group. CONTRACTOR shall assist the Company Representative


or his designated representative in performing such verifications through
such actions as, but not limited to, arranging for unique markings on
hardhats or uniforms, providing copies of documents demonstrating
nationality and/or job qualifications, and providing assistance on the
WORK Site to identify and/or talk with CONTRACTOR and Subcontractor
personnel.

14.8 Overstatements on Daily Timesheets

If a verification performed by SAUDI ARAMCO shows a CONTRACTOR’s


daily rosters and/or timesheet to have substantially overstated the actual
level of Saudization (by reporting excessive hours for Saudi personnel or
underreporting the number of non-Saudi personnel), SAUDI ARAMCO
may deduct an amount equivalent to the number of man-hours by which
the rosters or timesheets were overstated, multiplied by the corresponding
rate from the table in Paragraph 14.2 and the number of working days in
the current invoice period. Such deductions may be waived if
CONTRACTOR provides a written explanation as to the reason for the
difference between what was reported on the rosters of timesheets and
what was observed by SAUDI ARAMCO during the verification and such
explanation is accepted, in writing, by the Company Representative.

14.9 Reconciliation

Upon completion of the WORK, CONTRACTOR may summarize all the


manhours for each group for the entire duration of the Contract and
determine the actual overall level of Saudization for the group by dividing
the total number of manhours actually worked by qualified Saudi Arab
CONTRACTOR personnel directly engaged with performance of the
WORK, by the total number of manhours worked by all CONTRACTOR
personnel directly engaged with performance of the WORK.

14.9.1 If these calculations show that the actual overall level of


Saudization reached or exceeded the minimum level of
Saudization for the group, any deductions made in accordance
with Paragraph 14.2 for one or more instances where the level of
Saudization was not achieved for a particular time period, shall be
reversed and repayments shall be made to CONTRACTOR.

14.9.2 If these calculations show that the actual overall level of


Saudization did not reach the minimum Saudization for the group,
a portion of the deducted amounts for each group shall be
reversed and partial repayments shall be made to
CONTRACTOR based on the following:

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SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

Establish the overall number of additional manhours needed


to meet the minimum (the number of manhours that would
have to be added to the total number of hours worked by
Saudi Arab personnel (the numerator) so the quotient is
equal to or greater than the specified minimum percentage);

Establish the sum of all additional manhours as determined


for individual months (in accordance with Paragraph 14.4.2
and used for making deductions in accordance with
Paragraph 14.2); and

If the overall number of additional manhours is less than the


sum of additional manhours for individual months, calculate
the amount of the partial repayment by subtracting the
overall number of additional manhours from the sum of
additional manhours for individual months, and then multiply
the difference by the corresponding rate from the table in
Paragraph 18.2.

14.9.3 Any reversal of deductions and repayment made under this


Paragraph 14.9 shall be applied totally separately to each group
defined in Paragraph 14.3. Under no circumstance shall
exceeding the specified minimum percentage for one group be
used as the basis for reversing deductions made for not meeting
the specified minimum percentage for another group.

14.9.4 No provision of this Paragraph 14.9 shall apply to allow a reversal


or repayment of any amounts deducted in accordance with
Paragraph 14.8.

14.10 Saudization Plan

14.10.1 Within thirty (30) days of the execution of this Contract,


CONTRACTOR shall submit for acceptance by the Company
Representative a Saudization Plan. This plan shall include, but is
not limited to, the following:

14.10.1.1 Strategy for meeting the minimum level of Saudization


for each group for the duration of the Contract.

14.10.1.2 Plans for technical training for personnel in each


group.

14.10.1.3 List of job skills courses to which CONTRACTOR’s


Saudi employees in each group will be enrolled.

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SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

14.10.1.4 Plans for hiring and/or training Saudi personnel in


positions not covered by the groups.

14.10.2 No invoices for progress payments for the Construction Price


(other than for an Advance Payment if provided for by the
Contract) shall be paid by SAUDI ARAMCO until the Saudization
Plan has been accepted by the Company Representative. Such
acceptance shall not be unreasonably withheld.

14.10.3 CONTRACTOR shall revise its Saudization Plan as may be


necessary during the life of the job to ensure that the intentions of
the originally agreed to plan are achieved. The revised
Saudization Plan shall be submitted to SAUDI ARAMCO for
acceptance. Such acceptance shall not be unreasonably withheld.

14.10.4 CONTRACTOR shall act in accordance with the accepted


Saudization Plan and include information on the implementation
of the Saudization Plan in special monthly meetings or in regularly
scheduled progress review meetings, as directed by the Company
Representative.

14.10.5 For individual Saudi potential candidates in the skilled/technical


groups, the maximum training period shall be six (6) months.
During training, CONTRACTOR shall assign a qualified and
experienced mentor to each trainee or group of trainees as
applicable to provide on-the-job training. Upon completion of
training, trainees may be hired by CONTRACTOR as regular full
time employees.

14.11 Disagreements

In the event of any disagreements as to whether the actual level of


Saudization for a particular time period or for the entire Contract has been
achieved for any group, the Company Representatives determination shall
prevail.

14.12 Continued or Repetitive Failure

Continued or repetitive failure to achieve the minimum level of Saudization


for one or more specified groups, without providing an explanation
acceptable to the Company Representative, or failure to provide
requested documentation or support to verify presence or qualification of
personnel, or evidence of falsified records shall constitute a substantial
breach of this Contract and may result in CONTRACTOR being
suspended from consideration for future contracts for a period to be
determined solely by SAUDI ARAMCO.

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SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

14.13 Other Obligations

Compliance with the requirement of this Paragraph 14.0 shall not relieve
CONTRACTOR of any other obligations, including, but not limited to,
those to the Government of Saudi Arabia.

14.14 Reporting Total Level of Saudization

In addition to the detailed reports required by Paragraph 14.6,


CONTRACTOR shall provide information on the actual and projected level
of Saudization (manhours worked by Saudi personnel and total manhours
worked by all personnel) for its entire workforce (including Subcontractor
personnel) broken down into the following four (4) categories:
Management and Professional, Administrative, Skilled, and Unskilled.
Such information shall be provided as part of CONTRACTOR’s regular
periodic status report or in a separate ad hoc report. The information shall
also be provided in an electronic form (database or spreadsheet). The
format for the report and electronic form for the information shall be
subject to acceptance by the Company Representative. Such acceptance
shall not be unreasonably withheld.

14.15 Out of Kingdom Assignment of Saudi Arab employees:

In conjunction with the Affiliated Contractor, CONTRACTOR shall select at


least five (5) Saudi National employees from Group A to be involved in the
work activities under the Engineering Contract and shall arrange with the
Affiliate Contractor to provide necessary on-the-job training. All costs
associated with this shall be borne by CONTRACTOR. Such employees
will be in the following activities/positions as applicable: Engineering
(Electrical, Piping, Mechanical, Rotating Equipment, Civil/Structural,
Control Systems, and Instrumentation), Constructability Program, Pre-
commissioning, Interfaces, Project Control, Procurement, QA/QC,
Planning and Scheduling. Upon completion of their assignments, and in
conjunction with Affiliated Contractor, CONTRACTOR shall treat such
Saudi personnel as “Key Personnel” and reassign them to the
Construction Site until the Mechanical Completion is achieved. Should the
required number of Saudi employees fall below the above stated levels
during a calendar month, CONTRACTOR’s invoice for that month shall be
reduced for each employee below the stated level. The amount of the
reduction shall be SR15,000 per man per month, deducted from the Lump
Sum prices stated under Attachment I to Schedule “C” starting on third
(3rd) month after the employees should have been mobilized in-kingdom
up to the time Mechanical Completion is achieved. This reduction is in
addition to those required under Paragraph 14.2 of this Schedule "H".

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SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

15.0 CRANES AND RIGGING EQUIPMENT

Notwithstanding the requirements of Schedule “D” and G.I. 7.030, inspection and
certification of all temporary and permanent elevating/lifting equipment, including,
but not limited to, cranes, shall be by one of a number of third-party inspection
agencies approved by SAUDI ARAMCO’s Inspection Department for the
particular type of equipment. CONTRACTOR may request the list of currently
approved third-party agencies and the types of equipment for which each is
approved from the Company Representative. Any re-inspection of equipment that
failed to receive certification during a previous inspection must be performed by
the same inspection agency that carried out the initial inspection. CONTRACTOR
shall be responsible for the cost of all such third-party inspections and
certifications. CONTRACTOR shall keep a record of all inspections and
certifications carried out by third-party inspection agencies, including failures and
re-inspections, and provide SAUDI ARAMCO with access to these records upon
SAUDI ARAMCO’s request.

16.0 DAMAGE TO MATERIAL DURING SHIPMENT

Insert the following new Subparagraph “f” to Paragraph 15.1.4 of Schedule “A”:

“f. cost for repairing or replacing damaged equipment or material when the
damage is attributable to mishandling and was discovered only at the time
of installation, in-situ testing, or operation of the material or equipment.”

17.0 HAZARDOUS MATERIALS

In addition to and not in replacement of the provisions of Schedule “D”, when


CONTRACTOR, in the course of performing its obligations under this Contract,
handles hazardous materials, shall ensure that the handling and disposal of such
materials are performed in accordance with currently accepted industry practices
for the handling of such material. CONTRACTOR shall ensure that, in handling of
the hazardous materials, especially liquids, such material is properly
containerized and labeled in accordance with SAUDI ARAMCO Supply Chain
Management Manual Materials Control MC 22.03. Saudi Arab Government
regulations must be followed in disposing of hazardous waste materials.
CONTRACTOR must provide SAUDI ARAMCO proof that the hazardous wastes
have been properly disposed of at a licensed hazardous waste disposal facility.
CONTRACTOR must also provide SAUDI ARAMCO proof of an established land
treatment/disposal program which is designed to ensure that hazardous
constituents placed in or on the treatment/disposal zone are degraded,
transformed or immobilized within the treatment zone to prevent migration to
ground and/or surface waters. SAUDI ARAMCO must have approved such a
program prior to any disposal of any hazardous material by CONTRACTOR.
Notwithstanding the provisions of Paragraph 17 of Schedule "A" regarding Risk

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SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

of Loss and Pollution, in accepting this Contract, CONTRACTOR agrees to


comply with the above stated standards and shall strictly conform to them.
CONTRACTOR shall be responsible for any damage or loss to life or the
environment that could occur as a result of not complying with these standards.

18.0 PERFORMANCE OF WORK IN SAUDI ARABIA BY ENGINEERING


CONTRACTOR

Notwithstanding anything to the contrary in this Contract, any services physically


performed, or caused to be performed in the Kingdom of Saudi Arabia by
Engineering Contractor to fulfill its obligations pursuant to Engineering Contract
must be performed, invoiced, and paid under this Contract.

19.0 SCHEDULE RECOVERY

If CONTRACTOR falls behind the approved WORK Schedule, CONTRACTOR


shall take such steps as may be necessary to regain the WORK Schedule. The
Company Representative may require CONTRACTOR to increase the number of
shifts, or overtime operative days of WORK per week, manpower loading or
equipment loading, or all of the foregoing and to submit for approval such
schedule as may be deemed necessary to demonstrate the manner in which the
WORK Schedule will be regained, all without additional cost to SAUDI ARAMCO.

If CONTRACTOR falls behind the approved WORK Schedule, SAUDI ARAMCO


may also at its option hire additional labor and equipment to augment
CONTRACTOR's construction force, for which the costs will be back charged to
CONTRACTOR. CONTRACTOR shall accept and utilize additional labor and
equipment force in the most expedient manner, maximizing its use in an effort to
return to the WORK Schedule and complete the WORK as quickly and efficiently
as possible.

20.0 DRAFTING REQUIREMENTS

In conjunction with the Affiliated Contractor, CONTRACTOR shall ensure that all
CONTRACTOR’s, Subcontractors’, Vendors’ and Subvendors’ documents,
drawings, data, specifications, manuals and instructions developed to meet the
quality standards set forth in SAES-A-202, SAES-A-020,and SAEP-334.

21.0 CONTRACTOR ADMINISTRATIVE, ENGINEERING, AND PROCUREMENT


SUBMITTALS

All CONTRACTOR administrative, engineering, and procurement


correspondence and submittals shall be in Color searchable PDF format that are
generated using Adobe PDF Virtual Printer, or equivalent. Scanned copies are
not acceptable. All files required in specific formats, such as ETAP studies files,

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SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

and formats specified by engineering standards such as SAES-A-202 are


excluded from this requirement.

22.0 KEY PERSONNEL

CONTRACTOR shall provide those Key Personnel proposed in its Technical


Proposal submitted in the context of this Contract to perform the WORK.
However, Saudi Aramco retains the right to approve or reject any proposed Key
Personnel. All substitutions, whether in place of personnel to which Saudi
Aramco has objected or otherwise, must be approved by Saudi Aramco in
writing. Such approvals will be entirely at the discretion of SAUDI ARAMCO, but
will not be unreasonably withheld.

23.0 PURCHASES BY THE CONSTRUCTION CONTRACTOR

CONTRACTOR shall make all necessary arrangements to ensure that the


Affiliated Contractor develops the technical aspects of and process on behalf of
the CONTRACTOR, all Purchase Requisitions and Purchase Orders originated
by Affiliated Contractor or by SAUDI ARAMCO and assigned to Affiliated
Contractor under the Engineering Contract for the equipment and materials
included in the Materials Price of this Contract. All technical and administrative
requirements of this Contract shall apply to the development and processing of
these Purchase Requisitions and Purchase Orders. Purchase Order placement
shall remain with the CONTRACTOR.

24.0 PROJECT SPECIFIC QUALITY REQUIREMENTS

In the event of a conflict among Attachment IV to Schedule “Q”, Project Specific


Quality Requirements, and Schedule “Q” itself, Attachment VI to Schedule “Q”
shall govern.

25.0 REMOVAL OF CONSTRUCTION ELEMENTS

CONTRACTOR shall obtain written approval from the Company Representative


forty-eight (48) hours in advance of removing key personnel, construction
equipment or material from the WORK Site. The consent of SAUDI ARAMCO
shall not be unreasonably withheld.

26.0 INCIDENTAL COSTS

SAUDI ARAMCO shall reimburse CONTRACTOR for actual auditable and


verifiable incidental costs incurred on SAUDI ARAMCO’s behalf provided such
costs are not included in the Contract Price or Paragraphs 2.1 or 2.2 of Schedule
“C” and are over and above those detailed in Attachment IV to Schedule “B”, are
incurred pursuant to SAUDI ARAMCO’s advance written direction and approval,
and do not exceed fifty thousand US Dollars (US$50,000) per occurrence, and

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SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

cumulative value of five hundred thousand US Dollars (US$500,000) per


calendar year. CONTRACTOR shall invoice SAUDI ARAMCO monthly for such
incidental costs with substantiating documentation acceptable to SAUDI
ARAMCO.

27.0 ROCK EXCAVATION

The Lump Sum Contract Price includes compensation for all excavation required
to complete the WORK including sand, marl and the amounts of Rock Excavation
specified in Paragraph 27.8 below. All excavation shall be done by hand except
when an alternative method has been specifically approved in advance and in
writing by SAUDI ARAMCO on a case-by-case basis.

27.1 “Rock Excavation” is defined as excavation which cannot be accomplished


utilizing a back hoe (CAT 245 or equivalent) sized and operated in
accordance with the rock identification procedure below, and using good
construction practices, which therefore requires removal by the use
jackhammer, drilling, rock splitter or other mechanical equipment.

27.2 CONTRACTOR shall provide a “Rock Identification” procedure for SAUDI


ARAMCO's approval, prior to start of excavation, in order to identify rock
excavation as defined above.

27.3 During the course of any excavation work, should Rock Excavation or
suspected Rock Excavation areas be encountered, CONTRACTOR shall
isolate and mark the area and promptly inform the Company
Representative in writing.

27.4 For the above areas CONTRACTOR shall attempt to excavate the area
using a back hoe (CAT 245 or equivalent) suitably equipped with a rock
bucket.

27.5 CONTRACTOR shall submit a rock profile which shows the volume of
Rock Excavation to be removed in order to achieve the required
dimensions or elevations. The Rock Excavation profile shall be developed
from actual survey data.

27.6 The requirements of Subparagraphs 27.4 and 27.5 above shall be


witnessed/verified by the Company Representative.

27.7 Should CONTRACTOR fail to comply with the requirements of this


Paragraph, CONTRACTOR shall not be entitled to any Rock Excavation
compensation.

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SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

27.8 The Lump Sum Price shall include 1,000 cubic meters of machine Rock
Excavation and 500 cubic meters of hand Rock Excavation. Volume
excavated will be based on exact dimensions per specifications.

27.9 For Rock Excavation in excess of or below the quantities stated in


Paragraph 27.8 above, and as agreed to by the Company Representative
in writing, CONTRACTOR will be compensated or SAUDI ARAMCO will
be credited, for the difference between the quantities in Paragraph 27.8
above and the actual quantities excavated multiplied by the difference
between the applicable rock and non-rock WORK Unit Rates of
Attachment I to Schedule "C". The value of such payments shall be
invoiced as an addition or credit to the Lump Sum Price.

28.0 TERMINOLOGY IN SCHEDULES “G” AND “Q”

In Schedules “G” and “Q” of this Contract, references to “COMPANY” shall be


deemed to mean “SAUDI ARAMCO”.

29.0 UNITS OF MEASURE

All CONTRACTOR deliverables and submittals required under this Contract


which are issued for SAUDI ARAMCO review and/or approval, shall be in
accordance with Unit of Measure Specification included in the Job Specification
(Schedule “B”).

30.0 COMMISSIONING OF NON-HYDROCARBON SYSTEMS

For clarity, and without limiting any other provision in this Contract,
CONTRACTOR is responsible for commissioning of all non-hydrocarbon systems
included in the Scope of WORK at no additional cost to SAUDI ARAMCO.

31.0 PROXIMITY WARNING SYSTEMS FOR EARTHMOVING AND


CONSTRUCTION EQUIPMENT AND SITE PERSONNEL

31.1 Definitions

31.1.1 “Tag Based Proximity Warning Alert System” or “TB PWAS” shall
mean a set of equipment consisting of Tags to be worn or affixed to
personnel or objects, Sensor(s), Alarm Display(s) to be installed in
moving equipment, and Data Loggers capable of recording
historical operational data for the TB PWAS, which detects objects
and personnel within a pre-defined hazard zone and provides an
audible and visible warning to equipment operator(s) when entry
into the zone is detected. It may optionally also provide audible
warning to people entering the zone.

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SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

31.1.2 “Tag” shall mean a device worn by personnel or affixed to objects


to allow them to be detected by the TB PWAS sensor(s).

31.1.3 “Sensor” shall mean a device that detects the proximity of Tags and
communicates that information to Alarm Display(s)

31.1.4 “Alarm Display” shall mean a device located in or on moving


equipment that provides a visible and audible display to the
equipment operator indicating that a Tag has been detected
entering, or remains present, in the pre-defined hazard zone.

31.1.5 “Data Logger” shall mean a device that digitally records pertinent
historical operational information regarding the TB PWAS for later
analysis, where such information includes operational status,
equipment failure events, and hazard detection events, and the
recorded information includes specific equipment and tag
identification and date and time of occurrence.

31.1.6 “Rear View / Multiple View Closed Circuit Camera System” or


“RVCCCS” shall mean a single or multiple camera and display
monitor system that provides a view of blind spots around the
equipment to the equipment operator. It may also optionally
perform image analysis to highlight or alert nearby obstacles
including objects or personnel to the equipment operator.

31.1.7 “Proximity Warning System Equipment” shall mean all TB PWAS


and RVCCCS equipment in use at the Job, Laydown, and
Fabrication Sites.

31.1.8 “Job, Laydown, and Fabrication Sites” means the location or


locations in Saudi Arabia where (a) the FACILITIES are to be
constructed (job site), (b) certain components and Materials for the
FACILITIES shall be temporarily stored (laydown yard), and / or (b)
certain components and materials for the FACILITIES shall be
fabricated, assembled, or pre-constructed in proximity to the
FACILITIES (fabrication yard).

31.2 Requirements

Unless otherwise directed via a written exception by authorized SAUDI


ARAMCO Company Representative with such direction specifying the
locations, dates, and other particulars of such exception (with such
exception based on a documented risk assessment performed by
CONTRACTOR according to SAUDI ARAMCO Loss Prevention
Department guidelines, and approved by SAUDI ARAMCO),

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SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

CONTRACTOR shall ensure compliance with the following requirements


at all Job, Laydown, and Fabrication Sites:

31.2.1 Equipment Use Requirements

31.2.1.1 Use of Both Tag Based Proximity Warning Alert Systems


and Rear View Cameras

All earthmoving and construction equipment at the Job,


Laydown, and Fabrication Sites, including, but not limited
to, the following list, whether owned or operated directly
by CONTRACTOR, Subcontractor, and any
Subcontractors thereof, or rented or provided for the
WORK via other agreements, shall have both TB PWAS
and RVCCCS installed, tested, and operating at all times
while the equipment is at the Job, Laydown, and
Fabrication Sites.

Examples of earthmoving and construction equipment


include, but are not limited to:

31.2.1.1.1 Bulldozer
31.2.1.1.2 Roller / Vibratory Compactor
31.2.1.1.3 Earthmoving Equipment
31.2.1.1.4 Haul and Dump Trucks
31.2.1.1.5 Tracked or Wheeled Shovels and Loaders
31.2.1.1.6 Tracked or Wheeled Excavators
31.2.1.1.7 Scrapers
31.2.1.1.8 Motor Graders
31.2.1.1.9 GradeAlls
31.2.1.1.10 Water Tankers
31.2.1.1.11 Waste and Fuel Tankers
31.2.1.1.12 Tractors
31.2.1.1.13 Telescopic Handlers
31.2.1.1.14 Backhoe

31.2.1.2 Use of Rear View Cameras

All trucks delivering concrete at the Job, Laydown, and


Fabrication Sites, whether owned or operated directly by
CONTRACTOR, Subcontractor, and any Subcontractors
thereof, or rented or provided for the WORK via other
agreements, shall have RVCCCS installed, tested, and
operating at all times while the concrete delivery trucks
are at the Job, Laydown, and Fabrication Sites.

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SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

31.2.1.3 Excluded Equipment

Buses, passenger cars, pickup trucks, concrete pump


trucks, and external vendor or supplier delivery trucks
(with the exception of earth hauling trucks, trucks
delivering concrete, and other equipment listed in
paragraphs 33.2.1.1 and 33.2.1.2) bringing material to
the Job, Laydown, and Fabrication Sites (collectively,
“Excluded Equipment”) do not require installation or use
of a TB PWAS or RVCCCS.

31.2.2 Personnel Use Requirements

31.2.2.1 All CONTRACTOR, subcontractor (or subcontractors


thereof), and visitor personnel, (excluding operators,
drivers, and crew of Excluded Equipment), while on the
Job, Laydown, and Fabrication Sites, shall be provided
by CONTRACTOR with Tags compatible with the TB
PWAS system in use at the Job, Laydown, and
Fabrication Sites and shall be required to wear them at
all times.

31.2.2.2 Any CONTRACTOR personnel without properly worn and


functional Tags shall not be allowed to remain on the
Job, Laydown, and Fabrication Sites as applicable and
must report to the Proximity Warning System
Coordinator.

31.2.3 Equipment Technical Requirements

31.2.3.1 All TB PWAS must reliably operate in the complete range


of extremes of temperature, humidity, dust, and vibration,
and direct exposure to sun and rain and other
environmental factors which may be present at the Job,
Laydown, and Fabrication Sites.

31.2.3.2 Any TB PWAS employed at the Job, Laydown, and


Fabrication Sites must be able to detect any Tags from a
minimum of at least twelve (12) meters distance, or
greater as determined by CONTRACTOR risk
assessment. The detection range alert threshold for the
hazard zone should be adjustable from a minimum of
three (3) meters to the longest detection range supported
by the equipment. The TB PWAS should detect Tags
throughout a three hundred sixty (360) degree radius of
the equipment carrying the installed TB PWAS Sensor(s)

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SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

and Alarm Display(s), and activate an alarm notifying the


equipment operator of a hazard.

31.2.3.3 The TB PWAS detection range threshold adjustment


shall be designed to allow adjustment only be adjustable
by designated CONTRACTOR safety personnel and not
by individual equipment operators.

31.2.3.4 The equipment operator must be able to silence a TB


PWAS audible warning for a particular detection event.
However, another detection event occurring after the
silenced warning should automatically trigger another
audible warning.

31.2.3.5 Tags employed at the Job, Laydown, and Fabrication


Sites shall be non-intrusive, hands free, and integrated or
fitted on personnel high visibility vests, hard hats, or
otherwise conveniently worn, and not interfere with
personnel’s ability to safely perform work.

31.2.3.6 All TB PWAS equipment at a Job, Laydown, and


Fabrication Sites (Tags, Sensor(s), Alarm Display(s), and
Data Loggers) shall be completely compatible and
interoperable.

31.2.3.7 TB PWAS may employ any suitable signaling method (for


example, infrared or radio frequency identification) which
is robust and not subject to interface from other
equipment at or near the Job, Laydown, and Fabrication
Sites, and which does not interfere with the operation of
other equipment at the Job, Laydown, and Fabrication
Sites.

31.2.3.8 RVCCCS must provide:

31.2.3.8.1 The ability for the equipment operator to view


the area behind the equipment through a
minimum overall viewing angle of one hundred
sixty (160) degrees centered on the rear of the
equipment, to a distance of at least ten (10)
meters.

31.2.3.8.2 A minimum of four color camera inputs to a


color display for the equipment operator which
shall be of minimum 7” diagonal screen size,
with the capability of monitoring all cameras

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SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

simultaneously on the same display with


adequate resolution and color rendition to
allow the easy visual identification of hazards
around the vehicle.

31.2.3.8.3 The ability to operate effectively in low light


environments (illumination greater than or
equal to 5 foot-candles or 54 lux).

31.2.4 Operation and Maintenance Requirements

31.2.4.1 CONTRACTOR shall designate a Proximity Warning


System Coordinator within its safety organization who
shall have responsibility and authority to supervise and
direct the procurement, installation, training, use,
maintenance, effectiveness, and performance monitoring
of the Proximity Warning System Equipment. The
Proximity Warning System Coordinator and any other
CONTRACTOR personnel responsible for installation,
training, maintenance, or performance monitoring shall
receive appropriate training from the Proximity Warning
System Equipment manufacturer(s) or their authorized
agents.

31.2.4.2 CONTRACTOR shall establish a process to positively


verify that all personnel’s Tags are correctly worn and
functioning each day prior to the start of a work shift, or
upon entry to the Job, Laydown, and Fabrication Sites for
visitors and other personnel not regularly at the Job,
Laydown, or Fabrication Sites for entire work shifts.

31.2.4.3 CONTRACTOR shall establish a process to positively


verify and document that all Proximity Warning System
Equipment installed on earthmoving and construction
equipment is operating correctly at the beginning of each
day.

31.2.4.4 CONTRACTOR shall ensure that for all equipment on the


Job, Laydown, and Fabrication Sites, the TB PWAS alert
threshold detection range shall be set to a distance of six
(6) meters unless otherwise determined by a
CONTRACTOR risk assessment which shall be
approved by an authorized SAUDI ARAMCO Company
Representative.

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SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

31.2.4.5 CONTRACTOR shall ensure that proper maintenance of


the Proximity Warning System Equipment is performed
according to the specification of the manufacturer(s) to
ensure that the equipment operates correctly and
effectively, with verification of such operation to be
certified and documented by the manufacturer(s) or their
authorized agent(s). Earthmoving and construction
equipment or personnel without correctly operating
Proximity Warning System Equipment shall not be
permitted to access or perform work at the Job, Laydown,
and Fabrication Sites.

31.2.4.6 CONTRACTOR shall ensure that all equipment operators


shall be provided with training on the purpose, use, and
maintenance of TB PWAS and RVCCCS prior to
operating any equipment with the system installed, and
the administration of such training shall be documented
in the project safety records.

31.2.4.7 The CONTRACTOR shall ensure that all personnel using


Tags shall be provided training on the purpose, use, and
maintenance of the Tag prior to entering the Job,
Laydown, and Fabrication Sites, and the administration of
such training shall be documented in the project safety
records.

31.2.5 Normal and Incident Trend Reporting and Investigation


Requirements

The Proximity Warning System Coordinator shall conduct weekly,


and monthly trend reporting of any incidents, including “near
misses,” that either activate proximity alarms or should reasonably
have activated such alarms shall be investigated and such
investigation shall document the status of installation, use,
operation, maintenance, and effectiveness of the Proximity Warning
System Equipment, including any data recorded by Data Logger
equipment.

31.3 No Release

Compliance with the requirements set forth herein regarding Proximity


Warning System Equipment shall not excuse CONTRACTOR from
compliance with safety requirements set forth in Schedule “D” of this
Contract, or any other terms or conditions of this Contract, except in cases
of conflict with such terms or conditions in which case these requirements
shall prevail.

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SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

32.0 MATERIAL AND EQUIPMENT PRESERVATION

In addition to and not in substitution of the requirements of Paragraph 1.5 of


Attachment II of Schedule “G”, CONTRACTOR shall develop an equipment
protection program and submit it to the Company Representative in accordance
with the requirements below.
32.1 CONTRACTOR shall provide protection against corrosion and damage
when transporting and storing materials and equipment to and at the
construction WORK Site in accordance with Vendors’ requirements or
recommendations and SAUDI ARAMCO standards and specifications.

32.2 CONTRACTOR shall extend the protection measures against actual or


consequential damage resulting from exposure or lack of proper
maintenance or protection measures to equipment and materials
regardless if in storage or installed as part of the WORK.

32.3 Prior to Mechanical Completion, CONTRACTOR shall repair or replace


any equipment or materials that have been determined to show evidence
of gradual deterioration, corrosion or erosion.

32.4 CONTRACTOR shall effectively control its materials and equipment and
materials issued by SAUDI ARAMCO throughout the process of receiving,
inventorying, protecting/preserving, storing, issuing, installing, testing and
pre-commissioning. As part of the PEP, CONTRACTOR shall develop a
plan to implement such effective control, and CONTRACTOR shall
provide the necessary personnel, security facilities and equipment to
implement such effective control.

33.0 WORK SITE MATERIAL MANAGEMENT SYSTEM

Further to Schedule “G” requirements, CONTRACTOR shall provide a


computerized Material Management System (MMS) at the WORK Site including,
but not limited to, the following features: Material Scheduling, forecasting,
ordering, receiving, handling and field discovered material shortages.
CONTRACTOR shall be able to produce Material Status reports on daily, weekly
or on request basis through MMS. CONTRACTOR shall provide Material Status
reports to the Company Representative on request.

34.0 LAND FOR TEMPORARY SITE FACILITIES

34.1 Within thirty (30) days after the effective date of this Contract,
CONTRACTOR shall advise SAUDI ARAMCO in writing of the area, in
square meters, of the land required for its Temporary Site Facilities, which
area shall not exceed the area allocated for this Contract in the Overall
Master Site Layout.

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SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

34.2 Within thirty (30) days after the receipt of CONTRACTOR’s request in
accordance with Paragraph 34.1 above, SAUDI ARAMCO shall notify
CONTRACTOR in writing of the specific area and location of the land to
be allocated to the CONTRACTOR for its Temporary Site Facilities for this
Contract (the “Temporary Site”).

34.3 Effective fourteen (14) days after delivery of SAUDI ARAMCO’s notice
under Paragraph 34.2 above, and continuing until the CONTRACTOR has
fully vacated the land and restored the Temporary Site to its original
condition, CONTRACTOR shall pay to SAUDI ARAMCO a rent for the
Temporary Site, payable annually in advance, calculated as follows:

Square Meters X SAR 4.5/m2/year = Annual Rent for Temporary Site

34.4 Within thirty (30) days of Completion, CONTRACTOR shall vacate and
restore the Temporary Site to its original condition. Upon the Company
Representative’s written acknowledgement that the CONTRACTOR has
vacated and satisfactorily restored the Temporary Site, SAUDI ARAMCO
will refund to CONTRACTOR a prorated amount of the current year’s
Annual Rent for Temporary Site. Such refund will be payable for full
calendar months remaining in the current rental year only.

34.5 Under no circumstances will the CONTRACTOR be permitted to use the


Temporary Site for operations or purposes other than for the performance
of this Contract.

34.6 CONTRACTOR shall ensure that all of its personnel, including the
personnel of any of its Subcontractors or vendors, shall have vacated the
Temporary Site within thirty (30) days of Completion under this Contract.

34.7 In the event that the CONTRACTOR fails to vacate the Temporary Site
within thirty (30) days of Completion, CONTRACTOR shall be deemed to
have abandoned any facilities or equipment remaining on the Temporary
Site and SAUDI ARAMCO may enter the Temporary Site, dispose of any
facilities or equipment remaining thereon at its discretion, and restore the
Temporary Site to its original condition. SAUDI ARAMCO may conduct
such services through its own resources or through a contract with a third
party which SAUDI ARAMCO, in its sole discretion, considers suitable. All
costs incurred by SAUDI ARAMCO in removing facilities and equipment
and restoring the Temporary Site to its original condition shall be borne by
the CONTRACTOR, and SAUDI ARAMCO shall have the right to deduct
such costs from any amounts owed to the CONTRACTOR, or to invoice
and claim such amounts from the CONTRACTOR.

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SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

35.0 SAUDI ARAMCO OPTION – TRANSPORTATION OF OVERSIZED/


OVERWEIGHT EQUIPMENT

35.1 For the purposes of this Paragraph 35, the term “Oversized Equipment”
shall mean items of equipment required by CONTRACTOR in the
construction of the FACILITIES, the dimensions of which are too large or
the weight of which is too great for the conventional overland
transportation methods available. For clarity, Oversized Equipment does
not include bulk materials.

35.2 SAUDI ARAMCO may, at its sole discretion, construct and make available
to the CONTRACTOR, a construction jetty located at the Jazan Economic
City port (the “Construction Jetty”).

35.3 SAUDI ARAMCO may, at its option, permit the CONTRACTOR to utilize
the Construction Jetty starting on September 30, 2014 for the purposes of
delivery of Oversized Equipment. Such option shall be exercised by
written notice delivered to the CONTRACTOR on or before December 31,
2013. In the event that SAUDI ARAMCO exercises such option, the lump
sum Contract Price shall be adjusted by reducing the Construction Price
by the applicable amount specified in Attachment I to Schedule “C”.

35.4 Use of Construction Jetty:

35.4.1 The Construction Jetty design will allow for access by both sea
going barges and vessels with RORO capability as well as side off-
loading. The Construction Jetty will be sufficient for delivery of
Oversized Equipment within the overall envelope of one hundred
and ten (110) meters length, eighteen (18) meters height/width, and
deadweight of one thousand and seven hundred (1700) Te.

35.4.2 CONTRACTOR shall be responsible for all marine services,


expedited offloading, customs clearing and all necessary
Government requirements, ship agents, and transportation of
equipment from the Construction Jetty to the WORK Site.
CONTRACTOR shall also be responsible for all coordination with
JEC and all Other Contractors working at the WORK Site.

35.4.3 In the event that CONTRACTOR and any Other Contractor, or third
party permitted by SAUDI ARAMCO to utilize the Construction Jetty
request usage of the Construction Jetty during overlapping time
periods, SAUDI ARAMCO shall schedule utilization of the
Construction Jetty its sole discretion. CONTRACTOR shall be
responsible for all delays and/or costs associated with or resulting
from such scheduling decisions. Without limitation, all costs of
vessel/barge berthing and offloading will be CONTRACTOR’s sole

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SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

responsibility, and shall not be the subject of a claim or


CONTRACTOR initiated Change Order for additional compensation
or WORK Schedule revision.

35.4.4 At least ninety (90) days prior to the arrival of the first Oversized
Equipment item, CONTRACTOR shall submit a “Construction Jetty
Specific Transportation Plan” to SAUDI ARAMCO for review and
approval. Such Plan shall include, but not be limited to, the
following:

35.4.4.1 All data sheets.

35.4.4.2 Estimated arrival schedule.

35.4.4.3 Handling and transportation procedure.

35.4.4.4 Special lifting requirement.

35.4.4.5 Details of shipping agents.

35.4.5 CONTRACTOR shall submit to SAUDI ARAMCO, fourteen (14)


days before the arrival of any Oversized Equipment item, a
package including but not limited to:

35.4.5.1 Copy of Bill of Lading.

35.4.5.2 Copy of unpriced Purchase Order.

35.4.5.3 Ship Expected Time of Arrival (ETA).

35.4.5.4 Ship Static Data Sheet.

35.4.5.5 Approved lifting plan.

35.4.5.6 Estimated clearing time.

35.4.6 For clarity and without limiting the generality of any other provision
of this Contract, the lump sum Contract Price specified under this
Contract includes all transportation of all equipment and materials
required for the CONTRACTOR to complete the WORK.
Construction of the Construction Jetty and its provision for
CONTRACTOR’s use are at the sole discretion of SAUDI
ARAMCO. CONTRACTOR shall not be entitled to any claim for
additional compensation or delay in scheduled Project Completion
in the event that SAUDI ARAMCO elects not to exercise its option
to provide a Construction Jetty for CONTRACTOR’s use.

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SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

35.4.7 Without limitation, the SAUDI ARAMCO “Oil Ports & Terminal
Rules, Regulations & General Information” and all SAUDI
ARAMCO specific port rules shall apply to the use and operation of
the Construction Jetty.

36.0 SAUDI ARAMCO OPTION – ALTERNATIVE INSTRUMENTATION OR


ELECTRICAL SUPPLIERS

36.1 SAUDI ARAMCO may, at its sole option, require the CONTRACTOR to
utilize specified manufacturers and suppliers, as applicable, for
instrumentation and/or electrical equipment to be included in the
FACILITIES. The following is a list of the instrumentation and electrical
equipment categories and potential suppliers:

36.1.1 Instrumentation equipment:

36.1.1.1 Fire Detection Systems


36.1.1.1.1 Siemens Building Technologies
36.1.1.1.2 Honeywell Notifier
36.1.1.1.3 Tyco Simplex

36.1.1.2 Paging System


36.1.1.2.1 Gaitronics
36.1.1.2.2 Tyco

36.1.2 Electrical Equipment – Power System Automation (PAS)

36.1.2.1 SEL Middle East B.S.C.


36.1.2.2 ABB Oy, Substation Automation Systems
36.1.2.3 Siemens Limited, ED Energy Automation

36.2 SAUDI ARAMCO may exercise its option to require CONTRACTOR to


utilize any of the manufacturers specified in Paragraph 36.1 above by
written notice delivered to the CONTRACTOR within one-hundred and
twenty days (120) after the effective date of this Contract.. In the event
that SAUDI ARAMCO exercises such option, the lump sum Contract Price
shall be adjusted by reducing or increasing the Price by the applicable
amount(s) specified in Attachment I to Schedule “C”.

36.3 Without limitation, CONTRACTOR shall not be entitled to any further


compensation or to an adjustment in the Project Completion date or any
Critical Milestone date as a result of SAUDI ARAMCO’s exercise of its
option in accordance with Paragraph 36.2 above.

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SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

37.0 CHANGES/MODIFICATIONS TO SCHEDULE “A”

37.1 Add the following definitions to the definitions in Schedule “A”:

“1.16 “SAUDI ARAMCO Other Property” means SAUDI ARAMCO’s units,


systems, structures, plants and equipment existing separately from the
FACILITIES, and any part of the FACILITIES for which WORK has been
terminated or for which SAUDI ARAMCO assumes custody and control
pursuant to Paragraph 9.7.

1.17 “CONTRACTOR Group” means CONTRACTOR, all CONTRACTOR’s


subcontractors, all CONTRACTOR personnel, the Affiliated Contractor, all
Affiliated Contractor’s subcontractors and all personnel thereof, and all of
their respective affiliates, directors, officers, employees, agents,
consultants and representatives, but shall not include SAUDI ARAMCO or
its affiliates, employees, agents, consultants and officers.

1.18 “Good Engineering Practice” means those practices, methods and


standards that a skilled, prudent and expert international contractor would
be expected to use in relation to the design, engineering, procurement and
construction of works similar to the FACILITIES.

1.19 “Defect” means any defect, deficiency, inadequacy, incompleteness, loss,


failure, fault, error or omission in the WORK (or any part thereof) and/or
the FACILITIES (or any part thereof), or otherwise any aspect of the
WORK and/or the FACILITIES which is not in accordance with this
Contract including breach of any representation or warranty relating to the
WORK (or any part thereof) and/or the FACILITIES (or any part thereof)
and where the WORK (or any part thereof) and/or the FACILITIES (or any
part thereof) is unfit for its intended purpose.

37.2 Delete Paragraph 11 of Schedule “A” in its entirety and replace with the
following new Paragraph 11:

“11. WARRANTIES AND REMEDY OF DEFECTS

11.1 CONTRACTOR Warranty

CONTRACTOR warrants that:

11.1.1 the FACILITIES shall be fabricated and constructed in


accordance with Good Engineering Practice, all applicable
designs, drawings, standards and specifications and good
and efficient fabrication, construction and craft practices;

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SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

11.1.2 the FACILITIES as fabricated and constructed shall be free


from Defects (including Defects as defined in the Affiliated
Contract) and fit for the purposes intended;

11.1.3 any Computer System(s) shall operate in accordance with


the performance and other criteria contained in Schedule
“B”;

11.1.4 the CONTRACTOR supplied materials for the FACILITIES


shall be merchantable, fit for the purposes intended, free of
Defects in design, plan, specification, material, or
workmanship, and conform to the performance and other
criteria contained in Schedule “B” and any other applicable
standards and specifications agreed to by SAUDI ARAMCO
and CONTRACTOR; and

11.1.5 all workmanship, designs, plans and specifications provided


for or in connection with the WORK (other than those
supplied by SAUDI ARAMCO) shall be free from Defects.

11.1.6 CONTRACTOR does not warrant the FACILITIES against


failure due to faulty operation by SAUDI ARAMCO,
conditions of service more severe than specified in Schedule
“B”, unsuitability or defect of SAUDI ARAMCO-supplied
materials which have not been modified, altered or
refurbished by CONTRACTOR, or unsuitability or defect in
SAUDI ARAMCO-supplied Licensor’s data or Licensor
process design; provided, however, that such unsuitability or
defect was not reasonably detectable by CONTRACTOR.

11.2 Systemic Defects

Any reproducible or documentable recurring error which causes


any Computer System(s) not to operate in accordance with the
requirements of Schedule “B” shall constitute a breach of warranty
hereunder. A reproducible error is defined as a chain of events that
can be executed upon request. A documentable recurring error is
an error that appears repetitively but cannot be reproduced upon
request. For purposes of this warranty, SAUDI ARAMCO will
maintain a log in which failures; descriptions of failures, time and
the observing person are recorded. When a given failure has
occurred three (3) times, it shall be deemed a documentable
recurring error.

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SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

11.3 Remedy of Defects

11.3.1 Notwithstanding any other terms of this Contract, if at any


time during a one (1) year period after:

11.3.1.1 SAUDI ARAMCO issues an MCAN or partial


MCAN; or

11.3.1.2 with respect to any Exception Items listed on the


MCAN, the date that CONTRACTOR completes or
corrects such Exception Items,

it is discovered that:

11.3.1.3 the FACILITIES covered by that MCAN or partial


MCAN, or any of their constituent parts or units, or
the incorporated CONTRACTOR supplied
materials, do not meet the foregoing warranties; or

11.3.1.4 any wear and tear or gradual deterioration of the


kind specified in Paragraph 11.3.2 below has
occurred in respect of the FACILITIES,

CONTRACTOR shall, at no cost to SAUDI ARAMCO,


promptly perform or arrange for the performance of any
remedial work required to make the FACILITIES conform to
such warranties and/or to remedy the wear and tear or
gradual deterioration (as applicable), including remobilization
to the WORK Site, the removal of non-conforming WORK,
the purchase of replacement materials originally supplied by
CONTRACTOR, and reinstallation as may be necessary.
With respect to any Computer System, CONTRACTOR's
remedial work shall not be considered prompt unless
CONTRACTOR provides a qualified service representative
at the installation site within twenty-four (24) hours, after
receipt of the necessary travel authorizations and Saudi
Arab Visa, plus reasonable travel time not exceeding two (2)
days if the service representative is not in Saudi Arabia, of
CONTRACTOR's receipt of SAUDI ARAMCO's written notice
of warranty claim.

11.3.2 CONTRACTOR shall be liable for and shall indemnify


SAUDI ARAMCO from any costs of repair or replacement of
the FACILITIES arising out of any wear and tear or gradual
deterioration due to rust or corrosion (whether caused by
corrosive liquids or gases, sea coast spray, mist or
otherwise) occurring during the warranty period specified in
Paragraph 11.3.1 (as may be extended in accordance with

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SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

Paragraph 11.3.5) to the extent that such wear and tear or


gradual deterioration prevents the proper functioning of the
FACILITIES in accordance with the Contract.

11.3.3 CONTRACTOR’s obligations under Paragraphs 11.3.1 and


11.3.2 shall apply regardless of whether any Defect in
workmanship, component parts, plans or specifications, or
any part thereof, have been supplied by CONTRACTOR or
by its Subcontractors.

11.3.4 If CONTRACTOR fails to start or arrange for the start of any


remedial work promptly after receipt of notice from SAUDI
ARAMCO to do so, or fails to perform or cause the
performance of such work continuously and with due
diligence to completion, SAUDI ARAMCO may, at its option
and without prejudice to any other rights or remedies which
may be available to it, perform such work either itself or
through others at CONTRACTOR's sole risk and expense.

11.3.5 If CONTRACTOR performs remedial work, the warranty


granted under Paragraph 11.3.1 shall be extended for a
period of one (1) year following the date of completion of
such remedial work in respect of any items so repaired or
replaced. However, the total warranty period shall in no case
be extended beyond two (2) years from the date of the
MCAN or partial MCAN (or, with respect to any Exception
Items, two years following the date of completion or
correction thereof).

11.4 Vendor Pass-Through Warranty

CONTRACTOR, for SAUDI ARAMCO's benefit, shall obtain a


warranty pass-through statement from all its vendors stating
substantially that:

"Seller and Buyer understand that Buyer is contracting with


Seller for the purchase of goods hereunder for ultimate transfer
to, and use by, the Saudi Arabian Oil Company (SAUDI
ARAMCO) in Saudi Arabia. Therefore, Seller agrees that, in any
event, all rights of Buyer for the goods’ failure to meet
specifications, or for any other breach of Seller’s warranty shall
run to the benefit of and be fully enforceable by SAUDI
ARAMCO."

H-38
SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

37.3 Delete Paragraph 15 of Schedule “A” in its entirety and insert the following
new Paragraph 15 in its place:

“15. DISTRIBUTION OF RISKS

The distribution of risks between SAUDI ARAMCO and CONTRACTOR


set forth in Paragraphs 15.1 through 15.7 are subject to the specific
exclusions set forth in Paragraphs 15.8 and 15.9.

Nothing in this Paragraph 15 shall limit CONTRACTOR’s obligations and


liabilities under Paragraphs11, 16 and17.

15.1 Loss or Damage to Material

Notwithstanding any other term of this Contract, including


ownership or any limitation of liability, CONTRACTOR shall be
responsible for all materials until they are delivered to the
designated lay-down area at the project WORK Site where they will
be incorporated into the FACILITIES. CONTRACTOR shall
compensate SAUDI ARAMCO for loss or damage to SAUDI
ARAMCO supplied materials, and shall hold SAUDI ARAMCO free
and harmless from liability for any loss of, or damage to, materials
supplied by CONTRACTOR or third parties.

After materials are delivered to the designated lay-down area of the


project WORK Site, CONTRACTOR shall, up to a limit of $250,000
per occurrence ($1,000,000 per occurrence if the loss or damage
occurs offshore), compensate SAUDI ARAMCO for loss of or
damage to the materials caused by CONTRACTOR or
CONTRACTOR Group.

15.2 The FACILITIES and SAUDI ARAMCO's Other Property

15.2.1 If, prior to the end of the last extended warranty period, all or
any part of the FACILITIES or SAUDI ARAMCO Other
Property are lost, damaged or destroyed, SAUDI ARAMCO
may direct CONTRACTOR by Change Order, subject to the
other terms and conditions in this Paragraph 15.2, to carry
out any reconstruction, repair or replacement WORK
(including the removal of debris) and CONTRACTOR shall
promptly undertake the WORK so directed.

15.2.2 Notwithstanding any other term of this Contract, for any loss,
damage or destruction of the FACILITIES or SAUDI
ARAMCO Other Property either

a) caused by a breach of CONTRACTOR’s obligations


under Paragraph 11.1 and/or Paragraph 11.3 which

H-39
SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

requires additional reconstruction, repair, or


replacement work beyond the remedial work for which
CONTRACTOR is completely responsible as set forth
in Paragraph 11.3; or

b) due to an event resulting from the negligence, wilful


misconduct or fault of CONTRACTOR or
CONTRACTOR Group, without regard to whether any
acts or omissions of other parties contributed to the
loss,

CONTRACTOR shall be responsible for up to but not


greater than:

i) the first US$250,000 per occurrence of loss


and damage occurring onshore;

ii) the first US$1,000,000 per occurrence of loss


and damage occurring offshore;

iii) the first US$30,000,000 per occurrence of loss


and damage occurring offshore, for SAUDI
ARAMCO Other Property involving the
CONTRACTOR or CONTRACTOR Group’s
use of Marine Craft, whether temporarily
moored or not.

For all of the above circumstances within this


Paragraph 15.2.2, these limits of liability do not apply
in regards to CONTRACTOR or CONTRACTOR
Group’s risk of loss as defined in Paragraph 17 of this
Contract.

15.2.3 If the loss, damage or destruction of the FACILITIES or


SAUDI ARAMCO Other Property is due to a cause other
than as set out in Paragraph 15.2.2, SAUDI ARAMCO shall
compensate CONTRACTOR for such WORK in accordance
with Paragraph 10.

15.2.4 Upon the payment of any claim for which SAUDI ARAMCO
is liable hereunder, SAUDI ARAMCO shall be subrogated to
all the rights and remedies of CONTRACTOR arising out of
such claim. The word "occurrence" shall mean any one loss,
disaster or casualty or series of losses, disasters or
casualties arising out of one event. In respect of the perils of
flood, earthquake or windstorm, one event shall be

H-40
SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

construed to be all losses arising during a continuous period


of seventy-two (72) hours.

15.3 Hostilities and Political Risk

SAUDI ARAMCO assumes liability for and shall indemnify and hold
CONTRACTOR harmless against loss of, damage to, or destruction
of the materials to be incorporated into the FACILITIES (materials
which are in transit to the WORK site) to the extent such loss,
destruction or damage is not recoverable under the
CONTRACTOR’s or its subcontractors’ insurance coverage, if such
loss, damage or destruction occurs in the Middle East and is
directly or indirectly caused by or results from: war; invasion; acts of
foreign enemies; hostilities (whether war be declared or not);
military or usurped power; or confiscation, nationalization,
requisition or destruction of or damage to the Construction
Materials by or under the order of any government or public or local
authority. In the event of a claim under this Subparagraph,
settlement shall be based on the cost of repair or replacement,
whichever is less, of the Construction Materials lost, damaged or
destroyed with Construction Materials of like kind and quality
(meaning alternative or substitute by equivalent as distinguished
from reproduction or identical) without deduction for depreciation,
but not exceeding the actual expenditure for repair or replacement.
If repair or replacement is not made within two (2) years from the
date of loss, damage or destruction, the value of such Construction
Materials shall be the actual cash value at the time and place of
loss. Construction Materials shall be considered to be lost if
confiscation, nationalization, or requisition exceeds twelve (12)
continuous months. SAUDI ARAMCO also assumes liability for and
shall indemnify and hold CONTRACTOR harmless against loss of,
damage to, or destruction of those individual items of
CONTRACTOR’s and its subcontractors’ tools and/or equipment
with replacement values in excess of One Hundred Thousand US
Dollars (US$100,000) for any one item, which are used for or
intended for use in performing the WORK, to the extent such loss,
destruction or damage is not recoverable under the
CONTRACTOR’s or its subcontractors’ insurance coverage, if such
loss, damage or destruction occurs in the Middle East and is
directly or indirectly caused by or results from: war; invasion; acts of
foreign enemies; hostilities (whether war be declared or not);
military or usurped power; or confiscation, nationalization,
requisition or destruction of or damage to the tools and/or
equipment by or under the order of any government or public or
local authority. For such tools and equipment intended for use in
performing the work, this indemnity shall only apply once the tools
and equipment start moving to the SAUDI ARAMCO designated

H-41
SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

WORK site with prior notice given to the Company Representative.


In the event of a claim under this Subparagraph, settlement shall be
based on the cost of repair or replacement, whichever is less, of the
tools and/or equipment lost, damaged or destroyed with tools and
equipment of like kind and quality (meaning alternative or substitute
by equivalent as distinguished from reproduction or identical)
without deduction for depreciation, but not exceeding the actual
expenditure for repair or replacement. If repair or replacement is
not made within two years from the date of loss, damage or
destruction, the value of such tools and equipment shall be the
actual cash value at the time and place of loss. Tools and
equipment shall be considered to be lost if confiscation,
nationalization, or requisition exceeds twelve (12) continuous
months.

The CONTRACTOR shall notify SAUDI ARAMCO in writing


immediately or not later than seven (7) working days from the
occurrence of the event.

15.4 CONTRACTOR and CONTRACTOR Group Property

CONTRACTOR shall release and hold harmless SAUDI ARAMCO,


SAUDI ARAMCO's other contractors, their subcontractors, and the
employees or agents of any of them from liability resulting from loss
of, damage or destruction to CONTRACTOR's or CONTRACTOR
Group's property, tools and equipment (including "Marine Craft" as
defined in Paragraph 16.1.4), whether owned or rented, and
wherever located, which are used or intended for use in performing
the WORK, even if such loss, damage or destruction results from
SAUDI ARAMCO's negligence, or the negligence of SAUDI
ARAMCO's other contractors, their subcontractors, or the
employees or agents of any of them.

15.5 CONTRACTOR and CONTRACTOR Group Personnel

CONTRACTOR shall release and hold harmless SAUDI ARAMCO,


its affiliates, and the personnel or agents of any of them, and
SAUDI ARAMCO's other contractors, their subcontractors, and the
employees or agents of any of them, from liability resulting from
personal injury or death to CONTRACTOR and CONTRACTOR
Group’s employees, without regard to whether any acts or
omissions of other parties contributed to the personal injury or
death.

H-42
SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

15.6 SAUDI ARAMCO Personnel

SAUDI ARAMCO shall release and hold harmless CONTRACTOR


and CONTRACTOR Group from liability resulting from personal
injury or death to SAUDI ARAMCO employees, without regard to
whether any acts or omissions of other parties contributed to the
personal injury or death.

15.7 Third Party Liability

15.7.1 CONTRACTOR shall indemnify SAUDI ARAMCO, its


affiliates, and the personnel or agents of any of them and
SAUDI ARAMCO's other contractors, their subcontractors,
and the employees or agents of any of them from liability
resulting from any personal injury or death and for loss of or
damage to property of any third party due to the negligence
or wilful misconduct hereunder of CONTRACTOR, its
subcontractors or the employees or agents of any of them.

15.7.2 SAUDI ARAMCO shall indemnify CONTRACTOR and


CONTRACTOR Group from liability resulting from any
personal injury or death and for loss of or damage to
property of any third party due to the negligence or wilful
misconduct hereunder of SAUDI ARAMCO.

15.8 Consequential Damages

15.8.1 CONTRACTOR, its agents and subcontractors shall not be


liable to SAUDI ARAMCO nor shall SAUDI ARAMCO be
liable to CONTRACTOR, its agents and subcontractors, for
any consequential damages, including but not limited to loss
of profit or products, whether such liability is based, or
claimed to be based upon any breach of either party's
obligations under this Contract, or whether such liability is
based, or claimed to be based, upon any negligent act or
omission of a party, its personnel, agents, appointed
representatives or subcontractors.

15.8.2 Paragraph 15.8.1 shall not apply in relation to, or otherwise


limit or affect:

15.8.2.1 CONTRACTOR’s liability arising from


CONTRACTOR’s fraud or willful misconduct;

15.8.2.2 CONTRACTOR's liability arising from it repudiating


this Contract;

H-43
SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

15.8.2.3 CONTRACTOR's liability in connection with any


breach of Paragraph 20;

15.8.2.4 CONTRACTOR's liability under Paragraphs 15.9,


18.7 and 27; and

15.8.2.5 CONTRACTOR's liability which is connected with


(or, but for a failure by the CONTRACTOR to
comply with its obligations under this Contract,
would have been connected with) an insured risk
under any insurance policy effected in accordance
with this Contract.

15.9 Criminal Misappropriation or Misapplication

CONTRACTOR shall indemnify SAUDI ARAMCO from any and all


claims arising from or related to any criminal misappropriation or
misapplication by any of CONTRACTOR's personnel of any
property, whether tangible or intangible, occurring during the course
of or in connection with the performance of the WORK.
CONTRACTOR shall obtain similar indemnities running to SAUDI
ARAMCO from each subcontractor.

37.4 Delete Paragraph 16 of Schedule “A” in its entirety and insert the following
new Paragraph 16 in its place:

“16. INSURANCE

16.1 CONTRACTOR Insurances

CONTRACTOR shall carry and maintain in force at all times during


the term of this Contract the following insurances and any other
insurances that may be required in accordance with all Saudi
Arabian insurance laws and regulations:

16.1.1 Workers' Compensation and Employer's Liability

Employer's Liability and such Worker's Compensation


Insurance or similar social insurance as shall be necessary
and adequate to cover all CONTRACTOR's personnel
while engaged in the performance of the WORK under this
Contract.

16.1.2 Comprehensive General Liability

Normal and customary comprehensive general liability


insurance coverage in regard to all the WORK, with
minimum policy limits for any loss occurring:

H-44
SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

16.1.2.1 Onshore –

of not less than ten million U. S. Dollars


(US$10,000,000) per occurrence for personal
injury, death or property damage, and including
sudden and accidental pollution coverage.

16.1.2.2 Offshore –

of not less than thirty million U. S. Dollars


(US$30,000,000) per occurrence for personal
injury, death or property damage, and including
sudden and accidental pollution coverage.

16.1.3 Automobile Liability

Automobile liability insurance covering owned, non-owned


and hired motor vehicles, with limits of at least two million
U. S. Dollars (US $2,000,000) for personal injury, death, or
property damage resulting from each occurrence.

16.1.4 Marine Operations

If the performance of this Contract requires


CONTRACTOR to use Marine Craft (as defined below)
owned or leased by CONTRACTOR, CONTRACTOR shall
carry or require the owners of such Marine Craft to carry
Marine insurance with policy limits adequate to cover and
protect:

16.1.4.1 the full value of CONTRACTOR's vessels,


barges, boats, tugs and all other marine
equipment (hereinafter "Marine Craft"), if any,
engaged in the WORK;

16.1.4.2 injury to or death of the personnel engaged in


WORK on such Marine Craft; and

16.1.4.3 for other liability, including but not limited to


pollution, that may result from the operation of
such Marine Craft a policy limit of not less than
one hundred million U.S. Dollars
(US$100,000,000) per occurrence.

16.1.5 Marine Cargo In Transit

All risk Marine Cargo-transit land-sea-and air open cover


for all material from the point of origin at manufacturers’

H-45
SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

site, including loading and unloading, until such time as


those goods reach their final designated lay-down area at
the WORK Site.

16.1.6 Aviation Liability

If the performance of this Contract requires the use of


aircraft owned or leased by CONTRACTOR (including
helicopters), CONTRACTOR shall carry, or require the
owners of such aircraft to carry Aviation Liability Insurance,
including Passenger Legal Liability, with a limit not less
than fifty million U.S. Dollars (US$50,000,000) applicable
to bodily injury, sickness or death and loss of or damage to
property of third parties.

16.2 CONTRACTOR Liable for Full Amount of Losses

SAUDI ARAMCO and CONTRACTOR agree that the insurance


coverages listed under Paragraph 16.1 are minimum coverages
required to be purchased by CONTRACTOR under this Contract.
Should any loss occur for which CONTRACTOR is responsible
under this Contract, CONTRACTOR shall be liable for the full
amount of the loss (subject to any limitations set forth in Paragraph
15 or otherwise in this Contract), including the amount in excess of
CONTRACTOR's insurance limits and including the amount of any
deductible specified in CONTRACTOR's insurance policy.

16.3 Insurance Policies and Certificates

If requested by SAUDI ARAMCO, CONTRACTOR shall have its


insurance carrier(s) furnish to SAUDI ARAMCO insurance
certificates specifying the types and amounts of coverage in effect
and the expiration dates of each policy, and a statement that no
insurance will be cancelled or materially changed without thirty (30)
days prior written notice to SAUDI ARAMCO. If requested by
SAUDI ARAMCO, CONTRACTOR shall permit SAUDI ARAMCO to
examine the original insurance policies or at SAUDI ARAMCO's
option, CONTRACTOR shall furnish SAUDI ARAMCO with copies
of insurance policies certified by the carrier(s) as being true and
complete copies of the original policies. SAUDI ARAMCO's
approval of or non objection to CONTRACTOR's insurance
certificates or policies shall not relieve CONTRACTOR of any
obligation or liability under this Contract.

16.4 Rights of Subrogation

In all insurance coverage purchased by CONTRACTOR pursuant


to Paragraph 16.1, CONTRACTOR shall have the insurance

H-46
SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

carriers waive all rights of subrogation against SAUDI ARAMCO, its


affiliates and any of their officers, directors, employees, agents and
appointed representatives. In addition to the foregoing, and if the
provisions of Paragraph 16.1.4 apply, CONTRACTOR shall have its
marine insurance carriers waive all rights of subrogation against
SAUDI ARAMCO's other contractors, their subcontractors, and the
personnel or agents of any of them. Comprehensive General and
Automobile Liability and Marine Liability Insurance policies shall
designate SAUDI ARAMCO as an additional insured as regards
SAUDI ARAMCO's liabilities for WORK performed by
CONTRACTOR pursuant to this Contract. Such policies shall
contain a cross liability clause so that SAUDI ARAMCO and
CONTRACTOR are regarded as third parties to each other.

16.5 Subcontracting

If CONTRACTOR subcontracts any part of the WORK,


CONTRACTOR shall not require Subcontractors to insure against
liability waived by SAUDI ARAMCO pursuant to Paragraph 15.2.
CONTRACTOR shall require its Subcontractors to maintain
insurances specified in the subcontracts, and shall further require
that provisions giving SAUDI ARAMCO the rights specified in
Paragraphs 16.3 and 16.4 be included in such subcontracts.”

37.5 Delete Paragraph 17 of Schedule “A” in its entirety and insert the following
new Paragraph 17 in its place:

“17. ENVIRONMENTAL IMPACT

17.1 CONTRACTOR shall use its best efforts to prevent and take all
reasonable precautions to avoid pollution or contamination of the
land, air or water arising out of CONTRACTOR's or its
subcontractors' performance of the WORK. Should there be a
discharge or escape of any appreciable quantity of Pollutants or
contaminants during the performance of the WORK,
CONTRACTOR shall immediately notify SAUDI ARAMCO in writing
so that SAUDI ARAMCO may take the necessary action to contain,
control, recover or disperse the substance.

17.2 CONTRACTOR assumes all liability for any and all expenses and
costs incurred in the control, removal, and restoration as per the
applicable Kingdom of Saudi Arabia laws and regulations, of any
and all Pollutants contaminating the land, air or water and arising
out of CONTRACTOR's or CONTRACTOR Group’s negligence or
misconduct. CONTRACTOR shall lend every reasonable

H-47
SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

assistance to SAUDI ARAMCO in handling, controlling or cleaning


up such Pollutants.

17.3 At the same time the initial WORK Schedule is prepared as


provided in Paragraph 8.3, CONTRACTOR shall prepare and
submit to SAUDI ARAMCO a contingency plan designed for use if
any appreciable quantity of Pollutants or contaminants should be
discharged or escape during the performance of the WORK. The
contingency plan shall include: actions to be taken should such an
incident occur; provisions for the notification of SAUDI ARAMCO
and others; the delegation of responsibility for the direction (subject
always to SAUDI ARAMCO's overall direction and control) of efforts
to contain, control, recover or disperse the pollutants or
contaminants; and safety procedures to be followed.

17.4 CONTRACTOR shall, at SAUDI ARAMCO's direction remove from


the WORK Site, or locations along routes of travel to the WORK
Site and including the sea or sea bed located in Saudi Arabian
territorial waters, at CONTRACTOR's expense, all CONTRACTOR
tools and equipment (including project support buildings and
incapacitated or sunken vessels) hauled material, abandoned
material, rubbish, unusual materials or other such items. In the
event of CONTRACTOR's failure to discharge the foregoing
obligation SAUDI ARAMCO may accomplish the same or have it
accomplished by others, all at CONTRACTOR's expense.

17.5 CONTRACTOR shall comply with regulations issued under or by


international environmental conventions and regulatory bodies
which the Saudi Arab Government has adopted.

17.6 In this Paragraph 17, “Pollutants” means any hazardous materials


or substances, including any form of organic or chemical matter
whether solid, liquid, gas, odour, heat, vibration or radiation which
makes or has the capacity to make the environment:

17.6.1 unsafe or unfit for habitation or occupation by persons or


animals;
17.6.2 degraded in its capacity to support plant life;
17.6.3 contaminated; or
17.6.4 otherwise degraded.

H-48
SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

38.0 SAUDI ARAMCO DIRECTED SOURCING OF AIR COOLED HEAT


EXCHANGERS

38.1 Notwithstanding the provisions of Schedule “G”, Attachment IV,


CONTRACTOR shall solicit quotations and purchase requirements of air
cooled heat exchangers only from the sources identified below:

Approved Saudi manufacturer sources

a) Zamil Hudson Company Ltd. (10041844/30005365)


b) Abahsain Specialized Industrial (10042274/30005410)
c) Olayan Descon Engineering Company (10013433/30000741)
d) Hamon D'hondt Middle East Co. Ltd. (10040299/30005062)

38.2 For the avoidance of any doubt, Paragraph 1.2 to Schedule G Attachment
IV does not apply to air cooled heat exchangers.

38.3 Notwithstanding anything to contrary, if the above specified manufactures


decline to bid or is unable to meet WORK Schedule requirements,
CONTRACTOR shall place the PO, after obtaining approval from
COMPANY, with any other sources listed in SAUDI ARAMCO’s Regulated
Vendor List (RVL) at no additional cost or schedule impact to COMPANY.

39.0 CONTRACTOR’S OBLIGATIONS TO COMPENSATE ITS EMPLOYEES,


SUBCONTRACTORS, AND SUPPLIERS

39.1 CONTRACTOR shall submit a letter with each invoice to the Company
Representative, in a form acceptable to SAUDI ARAMCO, certifying either
(a) that all of the due and payable salaries and benefits for
CONTRACTOR’s employees have been paid and that all
CONTRACTOR’s due and payable invoices including but not limited to
invoices from its subcontractors and suppliers related to this Contract
have been paid or (b) that any unpaid or delayed payments by
CONTRACTOR of amounts due and owing to employees, subcontractors,
and suppliers or other invoices for more than forty-five (45) consecutive
calendar days shall be listed on the required letter with clear indication of
reasons for the delay and actions taken for payment.

39.2 If the CONTRACTOR fails to submit the completed certification letter


referenced above, SAUDI ARAMCO will notify the CONTRACTOR. Upon
receipt of the notice from SAUDI ARAMCO, CONTRACTOR shall
promptly perform or arrange for the performance of the corrective action
required to comply with the requirements of Paragraph 39.1 within ten (10)
days from the receipt of the notice.

H-49
SCHEDULE “H” CONTRACT NO. 6600029563 (IK)

39.3 Failure of CONTRACTOR to comply with the requirements of Paragraph


39.2 will be considered a material breach of Contract. SAUDI ARAMCO
shall, in addition to any other remedies available under this Contract or at
law, retain all amounts that are due and owing to CONTRACTOR under
this Contract between the parties until the breach of Contract has been
remedied. Also, such failure to comply may result in CONTRACTOR
being excluded from consideration for future contracts for a period to be
determined solely by SAUDI ARAMCO.

END OF SCHEDULE “H”

H-50
CONTRACT NO. 6600029563 (IK)

SCHEDULE “Q”
QUALITY REQUIREMENTS
TABLE OF CONTENTS

1. General

2. Quality Management System Requirements

3. Documentation Requirements

4. Management Responsibility

5. Resource Management

6. Project Realization/Execution

7. Measurement, Analysis and Improvement

Attachment I CONTRACTOR and Subcontractor Quality Personnel


Qualification Requirements

Attachment II SAUDI ARAMCO Standards and Procedures Containing


Quality Requirements

Attachment III Quality Requirements for CONTRACTOR Supplied Materials

Attachment IV Quality Requirements for the Construction Phase

Attachment V Summary of Quality System Deliverables

Attachment VI Project Specific Quality Requirements

Q-i
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

SCHEDULE “Q”
QUALITY REQUIREMENTS
1. GENERAL

1.1 This Schedule describes COMPANY’s minimum requirements for


CONTRACTOR’s Quality System.

1.2 CONTRACTOR shall be totally responsible for the quality of WORK


required by this Contract.

1.3 CONTRACTOR shall inspect, test and accept all parts of the WORK as
defined in Schedule “B” and individual Release P.O. where applicable,
including its subcontractors' work, in conformance with all drawings,
specifications and standards applicable to the WORK.

1.4 COMPANY shall be entitled to have the Company Representative or


his nominee present at all locations where CONTRACTOR or its
subcontractors and suppliers are engaged in the performance of the
WORK, at any and all times, to review all aspects of CONTRACTOR's
Quality activities and to witness whatever inspection and testing is
required by this Contract. COMPANY retains the right to conduct
whatever additional tests or inspections it deems necessary to assure
itself that the materials meet the requirements of the Contract.
CONTRACTOR shall not refuse access to technical or other data
which CONTRACTOR considers proprietary or confidential, and which
is reasonably required to inspect CONTRACTOR's performance of the
WORK, except where the nominee of COMPANY’s Company
Representative is a competitor of CONTRACTOR in the sale,
engineering, or installation of systems similar to the FACILITIES or is
related to or affiliated with such a firm, in which event the Company
Representative may nominate an alternate.

1.5 COMPANY will complete its review of CONTRACTOR’s Quality


documents (Quality Plan and Inspection & Test Plans) and personnel
qualifications no more than thirty (30) calendar days after submittal of a
document or its subsequent modifications. Following its initial review,
COMPANY will approve or provisionally approve the submitted
document or personnel qualification, or it will reject the document with
comments.

1.6 The foregoing or any other provisions elsewhere in this Contract


notwithstanding, in no event shall CONTRACTOR commence WORK
directly related to the actual physical installation of the FACILITIES

Q-1
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

prior to obtaining SAUDI ARAMCO's written approval on


CONTRACTOR's Quality Plan.

1.7 For any inspection or any test required to be witnessed by COMPANY


standards, including any required by applicable laws, rules and
regulations of Saudi Arabia, CONTRACTOR shall provide notice of
said inspection or test as specified in the approved Inspection and Test
Plans (ITP’s) and Vendors’ Inspection and Test Plans to enable the
Company Representative to attend. If any part of the WORK or the
FACILITIES is closed or covered before the required inspection or
witnessing has been performed or without agreement by COMPANY, it
must, if required by COMPANY, be opened or uncovered for inspection
or witnessing and re-closed or recovered at CONTRACTOR's expense.

1.8 If any inspection or test directed or performed by COMPANY, or by


another party at the direction of COMPANY, reveals any defect in
CONTRACTOR-supplied materials or in the WORK, CONTRACTOR
shall bear the cost of such inspection and testing and shall promptly
correct such defect at CONTRACTOR's expense.

1.9 If CONTRACTOR does not adhere to the Quality requirements of this


schedule, COMPANY may, after two weeks notification to
CONTRACTOR, supply sufficient inspection and testing services to
assure that the WORK is being done as required by this Contract.
CONTRACTOR shall bear the cost of such inspection and testing.

2. QUALITY MANAGEMENT SYSTEM REQUIREMENTS

CONTRACTOR shall implement for this Contract a Quality Management


System in accordance with the latest version of ISO 9001 (Quality
Management Systems - Requirements), which is incorporated herein by
reference and this Schedule “Q”. Definitions contained in ISO 9000, (Quality
Management Systems – Fundamentals and Vocabulary) latest version shall
apply. In case of conflict between ISO 9001 and this Schedule, the
requirements of this Schedule shall have precedence.

3. DOCUMENTATION REQUIREMENTS

3.1 CONTRACTOR shall plan, organize, control and execute all WORK in
accordance with CONTRACTOR’s Quality Plan(s), Inspection and Test
Plans (ITPs) and documented procedures. The Quality Plan(s) shall
ensure that quality personnel and processes, including those of
subcontractors are effective and that the WORK is completed in strict
compliance with all provisions of Schedule “B” of this Contract and the
Scope of Work in the individual Release P.O. where applicable.

Q-2
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

3.2 CONTRACTOR shall prepare a narrative project specific Quality Plan


including when applicable, the Construction Inspection & Test Plans
and procedures, covering as applicable, design, procurement,
construction and pre-commissioning activities in accordance with the
latest version of ISO 10005 (Quality Management Systems -
Guidelines for Quality Plans) and this Schedule and submit it to the
Company Representative for review and approval no later than thirty
(30) calendar days after the effective date of this Contract. The
minimum requirements for the content of the Construction Inspection
and Test Plans are specified in Attachment IV of this Schedule “Q”.
CONTRACTOR may adopt any pre-approved SAUDI ARAMCO Typical
Inspection and Test Plan (SATIP) and associated SAUDI ARAMCO
Inspection Checklists (SAIC) in lieu of its own Inspection and Test
Plans and Procedures. CONTRACTOR may customize the SATIP and
SAIC to suit the scope of WORK, with the approval of Company
Representative.

3.3 CONTRACTOR shall submit Vendors’ Inspection and Test Plans in


accordance with Attachment III to this Schedule “Q”. Pending
COMPANY approval of the Inspection and Test Plans, CONTRACTOR
shall not permit fabrication to begin on any item required to have ITP’s.

3.4 CONTRACTOR shall not commence WORK prior to COMPANY


approval of the applicable ITP.

3.5 If CONTRACTOR adopts the COMPANY Typical Inspection Plans


(SATIP) and COMPANY Inspection Checklists (SAIC) in its Quality
Plan, it shall include a list of applicable SATIPs for execution of the
scope of the WORK in accordance with Schedule “B” of this Contract.
When any part of the scope of WORK is not supported by a SATIP(s),
CONTRACTOR shall prepare an Inspection and Test Plan(s) and
supporting checklists and submit to COMPANY for approval a
minimum of 30 days prior to the start the activity.

3.6 CONTRACTOR shall modify its Quality Plan(s) and ITPs or SATIPs,
when applicable, to reflect any significant changes identified by
CONTRACTOR or COMPANY. CONTRACTOR’s revised Quality
Plan(s) or SATIPs shall then be resubmitted for COMPANY’s approval
within seven (7) calendar days from date of submittal.

3.7 The latest revision of CONTRACTOR’s Quality Manual and applicable


Quality Plans and all referenced documentation shall be available for
COMPANY’s use at the CONTRACTOR's design, procurement,
fabrication and installation or construction locations. Reference
documents include all those contained in drawings, specifications and

Q-3
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

procedures for the inspection of equipment and materials to be


fabricated or constructed at the applicable site.

4. MANAGEMENT RESPONSIBILITY

4.1 In accordance with ISO 9001, CONTRACTOR's top management shall


review the project specific Quality System every six months to ensure
that the system is suitable, adequate and effective. Top management
reviews shall be scheduled events included in the quality audit
schedule approved by the Company Representative as provided in
Paragraph 7.3.2 of this Schedule “Q”.

4.2 Within two (2) weeks after the scheduled review date, CONTRACTOR
shall advise the Company Representative in writing of the results and
recommended actions of such reviews. Changes to the Quality System
that result from CONTRACTOR’s Top Management Reviews shall be
incorporated in the Project Quality Plans, with the approval of the
Company Representative.

5. RESOURCE MANAGEMENT

5.1 CONTRACTOR shall provide resources to implement the Quality


System as set forth in this Contract. For all procurement, construction,
and pre-commissioning activities, sufficient COMPANY approved
Quality personnel identified in Attachment VI of this Schedule “Q” shall
be on-site prior to the start of the applicable WORK.

5.2 When specified in Attachment VI of this Schedule “Q” CONTRACTOR


shall designate the Quality Assurance Manager for this Contract within
seven (7) calendar days of the effective date of this Contract. The
Quality Assurance Manager shall be assigned to the WORK through
Project Completion.

5.3 When a dedicated Construction Quality Control Manager is specified in


Attachment VI of this Schedule “Q”, CONTRACTOR shall designate
the Quality Control Manager for this Contract one month prior to start of
fabrication. The Quality Control Manager shall be assigned to the
WORK through Project Completion.

5.4 When required by Attachment VI, the Procurement Quality Control


Manager or Supervisor shall be assigned to the WORK within one
month of the effective date of the contract and shall be assigned to the
WORK through Project Completion.

5.5 CONTRACTOR, subcontractors and third party agency Quality


personnel assigned to the WORK shall meet the minimum qualification
Q-4
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

requirements of Attachment I of this Schedule “Q”, and must be


technically competent to perform their duties.

5.6 CONTRACTOR shall verify and provide resumes and all associated
certifications in legible format of all CONTRACTOR and subcontractor
Quality personnel to COMPANY for review and approval prior to the
start of work for each individual. COMPANY shall have the right to
interview and/or test assigned inspectors. COMPANY has the right to
reject proposed candidates if they do not comply with the requirements
in Attachment I or if COMPANY has had prior poor experience with
such candidates.

5.7 If WORK includes welding and NDT and exceeds 500 groove/butt weld
joints, CONTRACTOR shall designate a NDT Coordinator a minimum
thirty (30) calendar days prior to the start of welding. This individual
may perform other Quality functions on the project.

5.8 CONTRACTOR may subcontract inspection services, subject to


COMPANY’s review and approval.

5.9 CONTRACTOR’s Quality personnel shall be dedicated to perform


quality functions as described in this Schedule “Q” and shall perform no
other function on this Contract.

5.10 CONTRACTOR’s quality personnel shall have sufficient and well


defined responsibilities, qualifications, authority, and organizational
freedom to identify quality problems and areas of non-conformance
and to initiate, recommend and substantiate corrective actions. During
all phases of the WORK, CONTRACTOR’s QC Supervisor(s) shall
functionally report to the CONTRACTOR Quality Assurance Manager
or Quality Control Manager.

5.11 Not later than thirty days following the issuance of Notice to Proceed,
CONTRACTOR shall submit to the Company Representative as part of
the monthly Quality Management Report, (See Para. 7.7) a listing,
sorted by discipline of:

● Quality personnel forecast to be mobilized in the next sixty (60)


days
● Quality personnel forecast to be demobilized in the next sixty
(60) days

5.12 CONTRACTOR shall include in its Quality Plan(s) a listing of ITPs for
individual Release Purchase Orders were applicable, and maintain

Q-5
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

current as an attachment, its organization chart(s) clearly showing


assignments of personnel including:

5.12.1 All planned quality personnel for the project including sub-
contractor quality personnel in accordance with Attachment VI
of this schedule “Q”.

5.12.2 Reporting relationships from the inspector through to level


above the CONTRACTOR’s project manager for this contract.

5.12.3 Internal and external lines of communication.

5.12.4 Interfaces between the CONTRACTOR and its subcontractors


and suppliers, and between CONTRACTOR and COMPANY.

5.12.5 Mobilization and de-mobilization dates for all planned quality


personnel.

5.13 Planned staffing levels shall comply with Attachment VI of this


Schedule “Q”; any reduction from the required levels must be approved
in advance in writing by the Company Representative.

5.14 CONTRACTOR shall make quality personnel changes required due to


vacations, illness, temporary assignments, emergency leave,
resignations or other reasons as necessary to maintain required
Quality coverage. CONTRACTOR shall advise the Company
Representative of such personnel and quality coverage at least thirty
(30) calendar days in advance of scheduled absences or changes. All
other changes such as illness and emergency leaves shall be notified
within 24 hours.

5.15 CONTRACTOR shall implement an ongoing training program to


introduce and familiarize all CONTRACTOR and sub-contractor
personnel with the project quality requirements for their area of
responsibility.

6. PROJECT REALIZATION/EXECUTION

6.1 Design Phase Quality Activities

6.1.1 CONTRACTOR shall comply with the Design Phase


requirements of CONTRACTOR’s approved Quality Plan and
this Schedule “Q”.

6.1.2 CONTRACTOR shall perform Design Reviews at appropriate


stages during the Design Phase. CONTRACTOR shall notify
Q-6
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

the Company Representative two weeks prior to the start of


any Design Reviews. As a minimum, these reviews shall be
completed prior to the COMPANY scheduled Design Reviews
stated in schedule “B”. CONTRACTOR shall maintain records
of such CONTRACTOR Design Reviews in accordance with
the Quality Plan, including solicitation, recording and resolution
of all comments.

6.2 Procurement Phase Quality Control Activities

CONTRACTOR shall comply with the Procurement quality


requirements of CONTRACTOR’s approved Quality Plan and
Attachment III of this Schedule “Q”.

6.3 Construction Phase Quality Control Activities

CONTRACTOR shall comply with the Construction quality


requirements of CONTRACTOR’s approved Quality Plan and
Attachment IV of this Schedule “Q”.

6.4 Pre-Commissioning Phase Quality Control Activities

6.4.1 CONTRACTOR shall comply with the Pre-commissioning


quality requirements of CONTRACTOR’s approved Quality
Plan and Schedule “B”.

6.4.2 Prior to completion of the WORK, CONTRACTOR shall


perform the inspections required by Schedule “B” to complete
pre-commissioning activities and document and correct any
non-conformances. A copy of the inspection results and status
of the correction of non-conformances shall be submitted to
the Company Representative each week until the acceptance
of the applicable system.

7. MEASUREMENT, ANALYSIS AND IMPROVEMENT

7.1 General

7.1.1 CONTRACTOR shall include as part of his plan for measuring,


monitoring, analysis and improvement of his processes, how
the plan-do-check-act cycle is driven without end on this
project. As a minimum, the plan shall address the interaction of
the following:
▪ Customer satisfaction
▪ Internal and external audits
Q-7
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

▪ Internal and external Non-conformities


▪ Repeat violations
▪ Process performance measures
▪ Data analysis
▪ Management reviews
▪ Preventive action
▪ Corrective action
▪ Other improvement activities (Attachment VI, Paragraph 3)

7.2 Customer Satisfaction

CONTRACTOR shall determine and evaluate the degree of


COMPANY’s satisfaction through quarterly evaluation of COMPANY
assessments, Non-conformance Reports (NCR) and Inspection Log
entries.

7.3 Internal Audits

7.3.1 CONTRACTOR shall conduct internal audits covering WORK


Phases for Contracts with duration of six months or longer.
This shall include audits of the CONTRACTOR's quality
function and obligations as described in the COMPANY
approved quality plans, this Contract, and ISO 9001. This
program shall also include scheduled Quality System audits for
all subcontractors with work scheduled to exceed six months in
duration.

7.3.2 CONTRACTOR shall submit a quality audit schedule to the


Company Representative for review and approval within thirty
(30) calendar days from the effective date of this Contract. As
a minimum, full quality system audits shall be carried out at
fifteen percent (15%) and sixty percent (60%) of completion
stage for the Design, Procurement, and Construction WORK
Phases. CONTRACTOR’s audits may be rescheduled only
with the concurrence of the Company Representative.

7.3.3 All audits shall be executed by quality system auditors


(qualified in accordance with Attachment I of this Schedule
“Q”) not directly responsible for the area being audited, or by
an approved third party agency.

7.3.4 CONTRACTOR shall investigate root causes and initiate


corrective actions for nonconformities identified in each audit.
CONTRACTOR shall verify implementation and closeout of
corrective actions prior to the next scheduled audit.
Q-8
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

7.3.5 CONTRACTOR shall submit to the Company Representative a


copy of each audit report within two (2) weeks of its
completion.

7.3.6 The Company Representative or his nominee shall be invited


to participate in all audits. Audit notifications and agenda shall
be submitted to the Company Representative fourteen (14)
calendar days in advance.

7.3.7 COMPANY shall be entitled to have the Company


Representative or his nominee(s) to schedule and conduct
quality assessment of the CONTRACTOR’s quality functions
and obligations as outlined in Schedule Q. The quality
assessment schedule will be communicated to the
CONTRACTOR at least one month prior to the schedule
quality assessment(s).

7.4 Monitoring and Measuring of Processes

CONTRACTOR shall continuously monitor and measure


CONTRACTOR and subcontractor’s critical processes throughout the
WORK. The quality plan shall include suitable measurement methods
to evaluate the ability of the process to achieve planned results. As a
minimum, CONTRACTOR shall evaluate the following as appropriate
per the Scope of Work in Schedule “B”:
▪ Lessons Learned from previous projects
▪ Concrete operations
▪ Welding operations
▪ Coatings

7.5 Control of Non-Conformance

7.5.1 CONTRACTOR shall include in the quality Plans procedures


to prevent inadvertent use of design documents, materials,
parts, components, services or workmanship not conforming to
requirements of the Contract. Quality Plan shall require the
identification and documentation of all nonconformities and
corrective actions.

7.5.2 CONTRACTOR shall ensure control of CONTRACTOR and


subcontractor supplied materials and fabricated assemblies
that do not conform to requirements as indicated in 7.5.3
through 7.5.7 below. Controls to restrict further processing or
installation of nonconforming or defective items, pending

Q-9
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

decisions on disposition shall be established and maintained.


When practical, CONTRACTOR shall segregate all non-
conforming materials and assemblies to a clearly designated
rejection site.

7.5.3 CONTRACTOR, subcontractors, manufacturers and/or


suppliers shall document all non-conformities to Contract
requirements, approved CONTRACTOR quality plan(s),
inspection & test plans, and procedures. CONTRACTOR shall
forward to COMPANY records of all recorded non-conformities
within 48 hours of issue.

7.5.4 CONTRACTOR shall investigate the root cause of non-


conformities and initiate Corrective Actions to prevent
recurrence of nonconformities maximum 7 days of the issue
date.

7.5.5 CONTRACTOR shall maintain a summary of the open non-


conformities (NCRs, Discrepancy Reports, COMPANY
Logbook entries, etc.) and submit it at the regular project
progress meetings.

7.5.6 CONTRACTOR shall respond to all NCRs issued by


COMPANY in writing within 48 hours of receiving notification of
non-conformance, including his proposed corrective action.

7.5.7 CONTRACTOR shall rework or repair and re-inspect items in


accordance with COMPANY approved procedures.
CONTRACTOR shall notify the Company Representative prior
to final closure of any nonconformity.

7.6 Waivers

7.6.1 CONTRACTOR shall not waive the requirements of any


CONTRACTOR Quality Plan or Inspection and Test Plan
previously accepted by the Company Representative without
the express written consent of the Company Representative.

7.6.2 The CONTRACTOR shall also maintain a log detailing all


waivers to COMPANY standards obtained during all phases,
including those initiated by COMPANY (during or prior to the
start of WORK) or CONTRACTOR. This log must indicate the
status of the waiver, a brief description and details of the
applicable purchase order and equipment or construction
process.

Q-10
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

7.7 Analysis of Data

CONTRACTOR shall prepare and submit a monthly Quality


Management Report in a format acceptable to COMPANY to
demonstrate effective implementation of the CONTRACTOR's Quality
System. The report shall include the following items as a minimum:

7.7.1 General Items:

a) Listing of quality audits completed (internal and


subcontractor), in progress, and planned for the next
month.

b) Status of open corrective actions for Non-conformance


reports, audits and management reviews.

c) Quality Personnel Listing by Discipline as specified in


Paragraph 5.11.

d) Listing and status of engineering waivers requested

7.7.2 Design and Procurement Phase Items:

a) Listing of supplier surveys performed and results

b) Planned surveys for the next month

c) Listing of Pre-inspection Meetings conducted and


planned for the next month

d) Listing of supplier inspections performed and those


planned for the next month

7.7.3 Construction Phase Items:

a) Listing and disposition of all defective or rejected material


or equipment received at jobsite by CONTRACTOR and
subcontractor(s)

b) Welding rejection rate reported in accordance with SAEP-


1160. A chart showing the historical performance during
the project shall be included.

7.7.4 Narrative Section for Process Improvement Activities

Q-11
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

This section shall describe CONTRACTOR and subcontractor


activities during the month to continually improve its
processes, correct and eliminate non-conformities, prevent
potential problems, and improve schedules, etc. It shall include
trend analysis for processes identified in paragraphs 7.1.1 and
7.4 of this contract schedule.

7.8 Improvement

CONTRACTOR’s procedure(s) for Preventive Actions shall describe


the requirements for evaluating the need for actions to prevent
occurrence of non-conformities and the implementation of applicable
Lessons Learned on previous projects.

END OF SCHEDULE “Q”

Q-12
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

ATTACHMENT I TO SCHEDULE “Q”

CONTRACTOR AND SUBCONTRACTOR


QUALITY PERSONNEL QUALIFICATION REQUIREMENTS

Quality personnel employed by CONTRACTOR and its subcontractors to perform the


WORK described in this Contract shall meet, as a minimum, the following qualification
and experience requirements. An inspector can be assigned to multiple inspection
disciplines, provided he meets the minimum requirements specified on this attachment
for each of the discipline. COMPANY shall be the final authority for the determination of
equivalency for all qualifications, certifications, or minimum number of years of
experience as specified in this Schedule upon successful completion of required
examinations and/ or interviews.

1. DESIGN, PROCUREMENT & CONSTRUCTION PHASES

1.1 Quality Assurance Manager: Shall have demonstrated knowledge and


training in ISO-9001 international standard, or equivalent. He shall be able
to exercise judgment against the criteria of the standards. He shall have a
university degree or equivalent with a minimum of ten (10) years of direct
experience in Quality Assurance system activities of which five (5) years
must be in managing quality systems relating to the Contract Scope of
WORK (e.g.; oil, gas and petrochemical projects, Infrastructure,
communication).

1.2 Quality System Auditors: Shall have 5 years Quality System experience in
auditing activities in the discipline he is working in. Auditors shall be
qualified as stated in ISO-19011 and competent in the discipline being
audited, familiar with Quality System standards and be able to exercise
judgment against the criteria of the standards. Auditors must be able to
communicate clearly in writing and orally. Auditors shall have satisfactorily
completed a training course and passed the course examination. Auditors
shall have participated in a minimum of four audits for a total of at least 20
days including documentation review, actual audit activities and audit
reporting during the past three years.

2. DESIGN & PROCUREMENT PHASES

2.1 Procurement Quality Control Supervisor: He shall have a university


degree or equivalent and seven (7) years inspection experience or a high
school diploma with ten years inspection experience with a minimum of
three (3) years directly relating to supervision of vendor inspection
Q-I-1
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

activities in the Contract Scope of WORK (e.g.; oil, gas and petrochemical
projects, Infrastructure, communication)

2.2 Vendor Inspector: as a minimum, he shall be a High School graduate, or


equivalent. He shall be able to read, write and speak the English
Language. He shall have 6 years inspection experience in manufacturing
plants, including 2 years of this inspection experience in the specific
commodity and processes to be inspected. He shall be fully conversant
with applicable Industry standards, specifications, and fabrication methods
and shall perform a variety of inspection functions with minimal
supervision as required to verify supplier compliance with the purchase
order requirements. He shall be able to read engineering drawings. He
shall have knowledge and understanding of ISO-9001 quality system
requirements and implementation. He shall meet all additional minimum
requirements for each specific inspection discipline, as follows:

2.2.1 Welding and NDT: Inspector shall be certified as an American


Welding Society CWI, CSWIP 3.1 Certified Welding Inspector, or
approved equivalent. Inspector shall have a demonstrated
background and thorough knowledge of codes such as ANSI B
31.3, 31.4 and 31.8, ASME Section V and IX, API 620 and 650,
AWS D1.1, required for the execution of the WORK. Where
Nondestructive Testing (NDT) forms part of the WORK, and
Inspector is required to review or ensure NDT programs and
results, he shall have been previously qualified and certified to a
minimum ASNT Level II in the relevant method(s). When
performing, reviewing or ensuring Nondestructive Testing in VT,
MT, PT, RT or UT, he shall be certified in the specific method(s).
When performing, reviewing or ensuring Radiographic Testing
Film Interpretation (RTFI), Inspector shall be certified in RTFI.

2.2.2 Heat Treatment: Inspector shall have direct knowledge of all


aspects of heat treatment and with the types of equipment to be
used for the WORK, such as electrical resistance heating
elements, induction coils, or gas fired heaters. He shall be able to
verify the heat treatment parameters to approved heat treatment
procedures. If applicable, Inspector shall be thoroughly familiar
with the heat-treating requirements of ASME B31.3 and ASME
Section VIII Division 1.

2.2.3 Mechanical: Inspector shall demonstrate working knowledge of


codes as required by the purchase order, such as ASME Sec I, V,
Q-I-2
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

VIII and IX, ANSI B31.3/4/8, NACE, and API 620/650 and AWS
D1.1, and testing equipment including Positive Material
Identification test equipment required for the inspection of
mechanical commodities such as pipes, piping, fittings, valves,
structural steel, and fasteners, etc.

2.2.4 Positive Materials Identification (PMI): Inspector shall have


knowledge about all aspects of PMI test methods and the
operation of PMI test equipment used on the job.

2.2.5 Coating: Inspector shall demonstrate a thorough working


knowledge and proven ability of all phases and types coating
applications and methods and recognized industry standards. For
critical coatings per COMPANY SAES “H” series, Inspector shall
be additionally qualified to NACE Level II Critical Coatings
Certification, CSWIP Level II, or equivalent.

2.2.6 HVAC System: Inspector shall demonstrate a thorough working


knowledge of codes such as the Sheet Metal and Air Conditioning
CONTRACTORs National Association (SMACNA) codes Uniform
Mechanical Code, NFPA 90A, ASHRAE Handbooks and/or
equivalent standards.

2.2.7 Lifting Equipment/Crane: Inspector shall demonstrate a thorough


working knowledge of codes such as ANSI-A17.1 and 17.2, ANSI-
B30.1 through B30.16, or equivalent standards.

2.2.8 Electrical: Inspector shall demonstrate a thorough working


knowledge of the National Electric Code/NFPA 70, IEC or
equivalent standards. Where, inspection of Cathodic Protection
equipment is required, inspector must be able to demonstrate a
thorough knowledge of applicable requirements of NACE or
equivalent corrosion standards.

2.2.9 Instrumentation: Inspector shall have three (3) years documented


experience in the field of instrumentation and control systems. He
shall be familiar with the international Industry Codes and
Standards related to Intrinsically Safe Systems and Electrical
Systems for Instrumentation such as; ISA RP12.6, ISA
RP12.2.02, ISA TR12., ANSI MC96.1, IEEE 518, IEEE 1100, IEC
60529, NEMA ICS 6, NEMA 250, NEMA VE 1, NEMA VE 2,
NFPA 70/NEC and UL 94. As a minimum, he shall be able to
Q-I-3
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

inspect complete loop checking, wiring continuity, color coding,


and start up. When required, he shall be able to evaluate Factory
Acceptance Test and demonstrate a thorough working knowledge
of international codes and standards related to packaged units
instrumentation such as, Distributed Control System (DCS),
Supervisory Control and Data Acquisition (SCADA) Systems,
Remote Terminal Unit, and Emergency Shutdown (ESD) systems.

2.2.10 Rotating Equipment: He shall have minimum 4 years hands-on


inspection experience of rotating machineries such as pumps,
compressors, generators, turbines, gears and motors, including
attending and assessing Factory Acceptance Test (FAT) and
reporting dynamic, vibration and/ or high temperature problems.

3. CONSTRUCTION & PRE COMMISSIONING PHASES

3.1 Quality Control Manager: He shall have a university degree or equivalent


and a total of seven years inspection experience or a high school diploma
with a total of ten years inspection experience. As minimum, he shall have
five (5) years directly relating to supervision of construction activities in the
Contract Scope of WORK (e.g.; oil, gas and petrochemical projects,
Infrastructure, communication).

3.2 Quality Control Supervisor: He shall have a university degree or


equivalent and a total of seven years inspection experience or a high
school diploma with a total of ten years inspection experience. As
minimum, he shall have three (3) years directly relating to supervision of
construction activities in the Contract Scope of WORK (e.g.; oil, gas and
petrochemical projects, Infrastructure, communication).

3.3 Quality Control Inspectors: Inspector shall be High School graduate, or


equivalent; shall be able to read, write and speak English Language; shall
be fully conversant with applicable Industry Standards and Specifications;
and shall perform a variety of inspection functions with minimal
supervision. Personnel employed by CONTRACTOR or its subcontractors
to perform the WORK described in this Contract shall meet, as a
minimum, the following years of relevant experience:

Q-I-4
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

Number of years of experience


Inspection
Inspector Title Overall Contract Scope of Work*
Specialty
Sr. Inspector 8 5 3
Inspector 5 3 2
Assistant High School with 3 years working experience
Inspector Technical college Diploma with 2 years working
(Saudi Arabs experience, or
Only) BS Degree in Engineering (ME, EE, CE, etc)
*e.g.; oil, gas and petrochemical projects, Infrastructure, communication,
etc.

Note; “An Assistant Inspector may be utilized in place of an Inspector if


there is more than one QC Inspector of a particular discipline required
under the Contract.”

Additional requirements shall apply for specific disciplines as follows:

3.3.1 Welding: Inspector shall be certified as an American Welding


Society CWI, CSWIP 3.1 Certified Welding Inspector, or
COMPANY approved equivalent. Inspector shall have a
demonstrated background and thorough knowledge of codes
such as ANSI B 31.3, 31.4 and 31.8, ASME Section V and IX, API
620 and 650, AWS D1.1, required for the execution of the WORK.
Where Nondestructive Testing (NDT) forms part of the WORK,
and Inspector is required to review or ensure NDT programs and
results, he shall have been previously qualified and certified to a
minimum ASNT Level II in the relevant method(s). When
performing, reviewing or ensuring Nondestructive Testing in VT,
MT, PT, RT or UT, he shall be certified in the specific method(s).
When performing, reviewing or ensuring Radiographic Testing
Film Interpretation (RTFI), Inspector shall be certified in RTFI.

3.3.2 Plant and Equipment: Inspector shall demonstrate working


knowledge of codes, as required by the scope of the Contract,
such as ASME Sec I, V, VIII and IX, ANSI B31.3/4/8 and API
620/650 and AWS D1.1, required for the execution of the
inspection work. As a minimum, he shall have experienced with:

a) Installation of equipment such as, Pumps, Motors, Skids,


Valves, Vessels, Compressors, Fired Heaters, Auxiliary
Equipment, Packaged Equipment in plant construction, etc.
Q-I-5
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

b) Piping systems and pipe line,


c) Hot tap procedure,
d) Vessels, tanks and spheres construction
e) Structural steel erection
f) Hot/Cold Insulation.

3.3.3 Heat Treatment: Inspector shall have direct knowledge of all


aspects of heat treatment with the types of equipment such as
electrical resistance heating elements, induction coils, or gas fired
heaters. He shall be able to verify process parameters to
approved heat treatment procedures. Inspector shall also be
thoroughly familiar with the heat-treating requirements of ASME
B31.3 and ASME Section VIII Division 1.

3.3.4 Positive Materials Identification (PMI): Inspector shall have


knowledge about all aspects of PMI test methods and the
operation of PMI test equipment used on the job.

3.3.5 Civil: Inspector shall demonstrate a thorough working knowledge


of recognized building codes such as the Uniform Building Code
(UBC) or equivalent standards. As applicable for the work, he
shall demonstrate thorough knowledge and proven ability in
construction techniques with emphasis on soil mechanics,
foundations, retaining walls, structural steel, masonry, building
interiors, building finishes, roof systems, and asphalt.

3.3.6 Batch Plant: Inspector shall have direct experience in inspection


of asphalt/concrete mix ingredients in accordance with the
applicable ASTM, AASHTO or ACI procedures and guidelines. He
shall be able to assess the plant QC laboratory to determine that
their equipment, procedures /techniques, sample recording and
result reporting compliance with the applicable standards. He
shall be able to evaluate batch plants capability and safety that
meet company requirements. He shall review and performs full-
scale plant trials to determine the required engineering properties.

3.3.7 Coating: Inspector shall demonstrate a thorough working


knowledge and proven ability of all phases and types of critical
coating applications and methods and recognized industry
standards and critical coatings. Inspector shall be qualified per the
requirements of SAEP 316.

Q-I-6
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

3.3.8 Plumbing: Inspector shall demonstrate a thorough knowledge of


codes such as the Uniform Plumbing or equivalent standards.

3.3.9 HVAC System: Inspector shall demonstrate a thorough working


knowledge of codes such as the Sheet Metal and Air Conditioning
CONTRACTORs National Association (SMACNA) codes Uniform
Mechanical Code, NFPA 90A, ASHRAE Handbooks and/or
equivalent standards.

3.3.10 Lifting Equipment/Crane (Fixed, Overhead, Elevators): Inspector


shall demonstrate a thorough working knowledge of codes such
as ANSI-A17.1 and 17.2, ANSI-B30.1 through B30.16, or
equivalent standards.

3.3.11 Electrical: Inspector shall demonstrate a thorough working


knowledge of the National Electric Code/NFPA 70, IEC or
equivalent standards. He shall also have working knowledge of
electrical installations including materials, methods, specifications,
and hazardous location identification for oil and gas or
petrochemical industries.

3.3.12 Communication: Inspector shall demonstrate a thorough working


knowledge of telecommunications in the field of OSP (Outside
Plant) installation as well as PDS (Premise Distribution System
installation, and be familiar with North American or International
Telecommunications Standards; Building Industry Consulting
Services International - Telecommunications Distribution Methods
Manual (BICSI-TDMM); National Electrical Codes; and National
Electrical Safety Codes, or their equivalents.

3.3.13 Instrumentation: Inspector shall be familiar with the international


Industry Codes and Standards related to Intrinsically Safe
Systems and Electrical Systems for Instrumentation such as; ISA
RP12.6, ISA RP12.2.02, ISA TR12., ANSI MC96.1, IEEE 518,
IEEE 1100, IEC 60529, NEMA ICS 6, NEMA 250, NEMA VE 1,
NEMA VE 2, NFPA 70/NEC and UL 94. As a minimum, he shall
be able to inspect complete loop checking, wiring continuity and
color coding, start up, and troubleshooting. When required, he
shall be able to evaluate Factory Acceptance Test and
demonstrate a thorough working knowledge of international codes
and standards related to packaged units instrumentation such as,
Distributed Control System (DCS), Supervisory Control and Data
Q-I-7
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

Acquisition (SCADA) Systems, Remote Terminal Unit, and


Emergency Shutdown (ESD) systems.

3.3.14 Cathodic Protection: Inspector shall have two (2) years


documented experience in the field of cathodic protection for the
required specific application. He shall be able to demonstrate a
thorough working knowledge of international codes and standards
related to inspecting Cathodic Protection System and its
components, such as anode installation, cable installation, and
positive and negative cable hookups to rectifier. He shall be able
to interpret and assess cathodic protection design packages to
ensure compliance with the contractual requirements.

3.3.15 Nondestructive Testing (NDT) Personnel: All CONTRACTOR and


subcontractor personnel located in Saudi Arabia responsible for
performing NDT operations, or interpreting, reviewing, ensuring or
auditing NDT operations shall meet COMPANY’s requirement as
listed in SAEP-1142. All CONTRACTOR and subcontractor NDT
and personnel shall hold current certification where outlined below
attesting to their NDT qualifications.

3.3.15.1 Nondestructive Testing NDT Level III personnel: such


personnel shall have been tested and certified by ASNT
(or equivalent nationally recognized program as
approved by COMPANY) in the required NDT
method(s) specified by the Contract and shall be
required to fulfill the full scope of a practicing Level III
including, but not limited to: method application,
interpretation of results, interpretation of codes and
standards, preparation of procedures, and training of
Level I and Level II personnel.

3.3.15.2 Radiograph Film Interpreter: such personnel shall be


certified by COMPANY in Radiographic Testing Film
Interpretation (RTFI) when performing, reviewing,
ensuring or auditing RTFI.

3.3.15.3 Nondestructive Testing (NDT) Coordinator: Individual


with demonstrated knowledge in Welding processes &
NDT techniques.

END OF ATTACHMENT I TO SCHEDULE “Q”


Q-I-8
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

ATTACHMENT II TO SCHEDULE “Q”

COMPANY STANDARDS AND PROCEDURES


CONTAINING QUALITY REQUIREMENTS

CONTRACTOR shall comply with all applicable COMPANY Material System


Specifications (SAMSS), COMPANY Engineering Standards (SAES), and other
COMPANY standards and specifications including, but not limited to the following
procedures relating to Quality requirements:

1. SAEP-122 Project Records


2. SAEP-127 Security and Control of COMPANY Engineering Data
3. SAEP-302 Instructions for Obtaining a Waiver of a COMPANY Engineering
Requirement
4. SAEP-303 Engineering Reviews of Project Proposal and Detail Design
Documentation
5. SAEP-316 Performance Qualification of Coating Personnel
6. SAEP-324 Certification Review and Registration of Project Welders and
Brazers
7. SAEP-347 Supplying Material from Stockists
8. SAEP-352 Welding Procedures Review and Approval
9. SAEP-1101 through SAEP-1117: Welding and Brazing Test Supplements for
Welder Performance Qualification
10. SAEP-1131 Pressure Relief Device Authorization through SAP Workflow
11. SAEP-1133 Form 3750, Pressuring Relieving Device Test Report
12. SAEP-1141 Radiation Protection for Industrial Radiography
13. SAEP-1142 Qualification of Non-COMPANY NDT Personnel
14. SAEP-1143 Radiographic Examination
15. SAEP-1144 Magnetic Particle Examination
16. SAEP-1145 Liquid Penetrant Examination
17. SAEP-1152 Approval Procedure for Ready-Mixed Concrete Mix Design
18. SAEP-1160 Tracking and Reporting of Welding, NDT and Pressure Testing for
Capital Projects
19. SAER 1972 Saudi Aramco Materials Inspection and Testing

END OF ATTACHMENT II TO SCHEDULE “Q”

Q - II - 1
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

ATTACHMENT III TO SCHEDULE “Q”

QUALITY REQUIREMENTS FOR CONTRACTOR SUPPLIED MATERIALS

1. PROCUREMENT PROCESS

CONTRACTOR shall provide and document Quality services in the procurement


of equipment and material to be used or installed during the construction and
installation of the FACILITIES as specified in the requirements of the Contract.

1.1 Requisitions

CONTRACTOR shall not release requisitions for purchase of equipment


or material prior to COMPANY’s approval of the Quality Plan unless
specifically approved in writing by the Company Representative.

1.2 Supplier and Sub-Supplier Selection

1.2.1 Except as provided in Paragraph 1.2.6 of this Attachment III to


Schedule “Q”, for all equipment and materials for which inspection
requirements are specified on SAUDI ARAMCO in SAER 1972,
CONTRACTOR shall prequalify each manufacturer and its
specific manufacturing site as described in 1.2.2 through 1.2.5 of
this Attachment III. Evidence of the prequalification shall be
provided to COMPANY for its review and concurrence at least two
weeks prior to placement of the purchase order.

1.2.2 CONTRACTOR shall evaluate supplier’s capabilities to meet the


technical, quality and schedule requirements of the WORK. Such
evaluation shall include technical review of products to ensure
compliance with applicable COMPANY standards. Results of
such supplier evaluations shall be subject to COMPANY approval.

1.2.3 CONTRACTOR shall evaluate suppliers’ Quality System, which


shall meet ISO 9001 system requirements. Reliance solely on
certification to ISO 9001 is unacceptable. CONTRACTOR's prior
audits findings are considered current if completed within 24-
months prior to the proposed equipment purchase and do not
include any major technical or quality deficiencies.

1.2.4 CONTRACTOR shall complete a physical survey of proposed


suppliers for any equipment requiring an inspection level of 2, 3,
Q - III - 1
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

or 4 as specified in SAER-1972. CONTRACTOR supplier


evaluations shall, at a minimum, be carried out by a certified lead
auditor per the requirements of Attachment I to this Schedule “Q”
and a technical expert for the equipment under consideration.

1.2.5 CONTRACTOR shall notify COMPANY at least two weeks ahead


of all planned supplier surveys.

1.2.6 Quality System evaluations are not required for:

a) Suppliers currently on the Regulated Vendors List


referenced by SAUDI ARAMCO Engineering Standards; and

b) Suppliers currently listed on COMPANY’s list of


manufactures for Inspectable Items.

The current versions of these lists will be made available to


CONTRACTOR by COMPANY upon written request from
CONTRACTOR to the Company Representative.

2. PROCUREMENT INFORMATION

2.1 CONTRACTOR shall review and ensure the quality of all requisitions prior
to submittal for COMPANY review, including all technical and quality
requirements specified in Schedule “G”.

2.2 CONTRACTOR shall review its supplier's sub-orders to ensure that all
relevant COMPANY technical and inspection requirements are passed on
to sub-suppliers.

2.3 CONTRACTOR shall ensure that all suppliers and manufacturers of


inspectable equipment and material have and maintain acceptable Quality
programs in accordance with the ISO-9001 quality standard.

2.4 CONTRACTOR shall complete and submit a weekly inspection/fabrication


status report to the Company Representative in an electronic format
acceptable to COMPANY. The report shall include, as a minimum, the
following information for each purchase order:

2.4.1 Purchase Order Number (include COMPANY Dummy PO


number) and Date
2.4.2 Material Description
Q - III - 2
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

2.4.3 Vendor Name and Location


2.4.4 Major Sub-vendor(s) Name and Location
2.4.5 Inspection Assignment Package submittal date as specified in
Paragraph 3.15.1 of this Attachment III.
2.4.6 Level of Inspection as specified in SAER-1972”
2.4.7 Pre-inspection Meeting Date
2.4.8 Fabrication Start Date and progress (percent complete) to date
inclusive of major suborders
2.4.9 Scheduled and Forecast Delivery Date
2.4.10 Inspector and Agency (qualified as specified in Attachment I of
Schedule “Q”)
2.4.11 Special Process Procedures (approved as specified in Paragraph
3.11 of this Attachment III)
2.4.12 Open and Closed NCR’s
2.4.13 Closeout Date
2.4.14 Disposition Report submittal date

2.5 COMPANY shall have access to all purchase order inspection report files.

CONTRACTOR shall include a clause in their Purchase Orders that


COMPANY (or their designee) has the right to access manufacturers’
facilities and suborder locations.

3. VERIFICATION OF PURCHASED MATERIALS/EQUIPMENT

3.1 CONTRACTOR shall maintain an effective system for continuity of order


identification that ensures drawings, specifications, and inspection
requirements are properly transmitted to suppliers at all tiers of order
placement.

3.2 CONTRACTOR or its COMPANY approved third party inspector shall


perform Quality activities at the supplier and sub-supplier locations as
required by the applicable Form SA-175 and the inspection level assigned
for the materials and equipment identified in SAER-1972 Inspection
Requirements. Subject to COMPANY approval, CONTRACTOR may
change the assigned level of inspection during the course of the work as a
result of supplier performance.

Q - III - 3
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

3.3 CONTRACTOR shall submit each week a two-week look-ahead schedule


of all planned vendor inspections and tests as specified in the approved
vendor I&TP per the applicable SA-175. The schedule shall be sent
electronically in a format acceptable to COMPANY.

3.4 CONTRACTOR shall bring to the attention of COMPANY any equipment


items not identified in SAER 1972 and COMPANY shall assign the
appropriate inspection level.

3.5 If CONTRACTOR delegates any purchase of material to its


subcontractor(s), Inspection Levels in SAER 1972 shall apply.
CONTRACTOR is responsible that Attachment III of this Schedule Q is
implemented and all documents are reviewed by the CONTRACTOR prior
to the submittal for COMPANY review.

3.6 When vendor performance does not meet the specified requirements in
the purchase order, CONTRACTOR shall increase the inspection level to
the next higher level for the purchase order without additional cost to
COMPANY.

3.7 CONTRACTOR shall submit detailed vendor(s) Inspection and Test Plans
(ITPs) in accordance with paragraph 3.10 of this Attachment for all
equipment and materials assigned a level 2, 3, or 4 in SAER-1972, and for
any other equipment deemed necessary by CONTRACTOR.

3.8 CONTRACTOR shall review all applicable COMPANY Quality


requirements and include appropriate Quality requirements in the ITPs.
Each ITP shall identify, as a minimum the inspection level and detail all
witness, hold and certification review points as specified in the COMPANY
Form175 (Inspection Requirements).

3.9 CONTRACTOR shall prepare a Special SA Form 175 for approval by the
Company Representative:

3.9.1 If no existing form 175 is applicable to the equipment


3.9.2 For changes to the existing form 175

3.10 As a minimum, each vendor ITP shall include the following information:

3.10.1 Process description


3.10.2 Quality control requirements
Q - III - 4
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

3.10.3 Notification requirements for supplier inspection witness and hold


points (minimum 5 working days.)
3.10.4 Minimum Inspection Levels per SAER-1972 and/or Attachment VI
of this Schedule “Q”
3.10.5 Responsibility for inspection/test
3.10.6 Applicable procedures
3.10.7 Acceptance criteria (COMPANY and International Industry
Standards)
3.10.8 Verifying documents
3.10.9 Inspection points (Hold, Witness & Review) by CONTRACTOR
3.10.10 COMPANY Dummy PO number
3.10.11 Reference to sub-supplier ITP (as applicable)

3.11 When required by COMPANY’s standards, CONTRACTOR shall submit


for COMPANY’s review and approval all supplier procedures for refractory
installation, welding, welding repair, heat treatment, and alloy verification
(PMI) as applicable, no later than 30 days prior to the start of the specific
work activity.

3.12 Supplier and sub supplier personnel for Positive Material Identification and
welding shall be qualified as specified by COMPANY’s Standards and
Attachment I of this Schedule “Q”. CONTRACTOR shall review and
approve such qualifications prior to the start of manufacturing.

3.13 The qualification and certification of Nondestructive Testing (NDT)


personnel shall be in accordance with a nationally recognized program as
listed in SAEP-1142. All suppliers’ and sub suppliers’ NDT personnel
qualification and certification programs as well as all NDT procedures shall
be reviewed against the International and Company requirements and
approved by the Company approved CONTRACTOR’s certified NDT
Level III prior to commencements of any NDT operation. Copies of
approved procedures shall be submitted to COMPANY.

3.14 CONTRACTOR shall make supplier and sub-supplier NDT personnel


records and Welder Qualification Records available to the Company
Representative on request.

3.15 CONTRACTOR shall compile and forward to the Company


Representative no later than twenty-one (21) calendar days prior to the
pre-inspection meeting and start of any fabrication, either at the prime
supplier or a major sub-supplier, one electronic version on compact disc
(CD) of the CONTRACTOR's Inspection Assignment Package, and
Q - III - 5
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

forward to COMPANY one complete set via e-mail. For Inspection Level 1,
CONTRACTOR shall submit the Inspection Assignment Package fourteen
(14) days before final inspection.

3.15.1 The Inspection assignment package shall include the following


documents as applicable:

3.15.1.1 A complete copy of the CONTRACTOR's purchase


order including Change Order(s) or subcontract,
material requisition, and attachments
3.15.1.2 Copies of sub-supplier's applicable purchase orders (If
these are not available, CONTRACTOR shall provide
them to the Company Representative upon placement
by the supplier)
3.15.1.3 Applicable COMPANY standards (SAMSS/SAES)
3.15.1.4 Inspection requirements as specified in the applicable
COMPANY Form 175
3.15.1.5 Inspection assignment sheet specifying the approved
inspector(s) that will perform the inspections
3.15.1.6 Inspection and Test Plans
3.15.1.7 The level of CONTRACTOR inspection (as required by
SAER-1972 or Attachment VI to this Schedule “Q”)
3.15.1.8 Agenda for each pre-inspection meeting where
appropriate.

3.15.2 CONTRACTOR shall issue any subsequent Change Orders


including accompanying documents to COMPANY within 10
working days of placement.

3.16 CONTRACTOR or its approved third party inspector shall schedule and
perform source inspection at supplier and sub-supplier fabrication sites as
specified in the approved Inspection and Test Plans.

3.17 For package units that include various disciplines (mechanical, welding,
electrical and instrumentations) such as compressors, co-generation,
boilers, chemical dosing, anti-foaming, corrosion/scale inhibitors etc.,
CONTRACTOR shall assign additional discipline Inspectors during
applicable work activities for mechanical, welding, electrical,
instrumentation and refractory inspections.

Q - III - 6
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

3.18 Pre-inspection meetings shall be conducted by the inspector(s) approved


for the subject material or equipment being manufactured. CONTRACTOR
shall ensure inspector continuity through fabrication.

3.19 CONTRACTOR shall provide Pre-inspection Meeting Reports and


subsequent Vendor Inspection Reports to the Company Representative
within 10 calendar days of each shop visit. Vendor Inspection Reports for
Inspection Level “4” materials shall be submitted weekly after the initial
submittal.

3.20 Vendor inspection reports shall include as a minimum the following


information:

▪ Narrative details about the inspection performed


▪ The SA-175/ITP inspection points covered during the inspection
▪ Brief material fabrication status
▪ Punchlist/outstanding work list (when applicable)

3.21 If COMPANY waives a plant inspection visit, CONTRACTOR shall obtain


from suppliers and sub-suppliers such inspection records as may be
required to meet the requirements of the applicable SA-175 form and
include the inspection records in the Inspection Disposition Reports
(Paragraph 3.24). Such waiver shall not release CONTRACTOR from any
other obligations contained in this Schedule “Q”.

3.22 CONTRACTOR shall require its Subcontractors/suppliers to submit


manufacturing and test reports as specified on each form SA-175. The
CONTRACTOR shall review and indicate its acceptance of these
inspection records prior to issuing the inspection (or shipping) release. A
copy shall be provided to COMPANY with the Inspection Disposition
Report.

3.23 An Inspection/Shipping Release shall be issued for all equipment and


materials at time of final inspection. The Inspection/Shipping release shall
indicate all outstanding work items. CONTRACTOR shall ensure the
Inspection/Shipping release is available with the equipment and materials
at time of receipt at job site. Copies of inspection/shipping release shall be
submitted to Company within 48 hours of issue.

Q - III - 7
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

3.24 Within two weeks of acceptance of material or equipment, CONTRACTOR


shall prepare and issue to the Company Representative an Inspection
Disposition Report. This report shall be based upon CONTRACTOR's
review of the inspection file and include as a minimum:

3.24.1 Narrative details of Quality activities performed during


manufacturing and fabrication of the equipment or material.
3.24.2 Copies of COMPANY approved waivers to COMPANY’s
requirements.
3.24.3 All CONTRACTOR Inspection Reports.
3.24.4 Copies of supplier quality records as specified in SA-175.
3.24.5 Copies of all NCR's with final dispositions and resolutions.
3.24.6 Outstanding punch list items from pre-shipment inspections.
3.24.7 Inspection/Shipping Release.

3.25 In cases where the supplier is responsible for export packing, the final
disposition report shall be prepared after export packing has been
inspected and accepted by CONTRACTOR.

END OF ATTACHMENT III TO SCHEDULE “Q”

Q - III - 8
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

ATTACHMENT IV TO SCHEDULE “Q”

QUALITY REQUIREMENTS FOR THE CONSTRUCTION PHASE

1. CONTROL OF CONSTRUCTION ACTIVITIES

1.1 Unless submitted with the Project Quality Plan in accordance with
paragraph 3.2 of Schedule Q, one month prior to the start of the applicable
WORK, CONTRACTOR shall submit for review and approval a detailed
Inspection and Test Plan (ITP) along with related procedures/work
instructions for all construction processes to be executed by
CONTRACTOR or subcontractors. CONTRACTOR shall review the
quality requirements in all applicable COMPANY standards and
procedures and include appropriate Quality requirements in each ITP.
Each ITP shall detail all review, witness, and hold points for COMPANY,
CONTRACTOR and subcontractors as specified in this Contract. It shall
also include the methods, extent and timing for examinations,
measurements or tests.

1.2 As a minimum, each ITP shall include the following information:

1.2.1 Process description


1.2.2 Quality control requirements
1.2.3 Notification requirements for “Requests For Inspections” (RFI)
shall be a minimum 24 hours for site work and 48 hours for
weekend inspections and remote area locations.
1.2.4 Responsibilities
1.2.5 Applicable procedures
1.2.6 Acceptance criteria
1.2.7 Percentage of tests to be done (including increased inspection
levels when performance requirements are not met.)
1.2.8 Verifying documents
1.2.9 Review, Witness and Hold points

1.3 CONTRACTOR shall not waive the requirements of any CONTRACTOR


Quality Plan, ITP or SATIP (when applicable) previously accepted by the
Company Representative without the express written consent of the
Company Representative.

Q - IV - 1
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

1.4 Use of SATIPs and SAICs does not relieve the CONTRACTOR from his
obligation to meet all COMPANY Engineering Standards and other
requirements.

1.5 CONTRACTOR shall submit each week a two-week look-ahead schedule


of all planned quality activities to the Company Representative during
construction and pre-commissioning. The schedule shall be sent
electronically in a format acceptable to COMPANY.

2. VALIDATION OF CONSTRUCTION PROCESSES

2.1 The following special processes require COMPANY’s review and/or


approval of work procedures, personnel qualifications, or personnel
qualification procedures. CONTRACTOR shall ensure that these special
processes are accomplished under controlled conditions as specified in all
applicable standards and specifications. All process parameters shall be
identified with acceptance criteria specified and monitored. All Procedures
and Personnel Qualification shall be submitted for review and/or approval
at least thirty (30) calendar days prior to the start of WORK.

Work Personnel Personnel


Procedure Qualification Qualification
Special Process Approval (A) Procedure Approval
(Note1) or Review Approval Required
(R) Required Required (Yes/No)
(Yes/No)
Field Engineering Change Control A No No
Mechanical Processes
Welding/Brazing A Yes Yes
Nondestructive Testing (NDT) A Yes (Note 1) Yes
Positive Material Identification A No No
(PMI) & Color-Code Verification
Heat Treatment & associated A No No
Hardness Testing
Pressure Testing A No No
Coatings & Lining A No Yes
Gasket Installation A No No
Gap Control (Socket welds, A No No
thread engagement, back welding
of threaded joints)
Hot Taps (Calcs) & Tie-ins A No No
Refractory Installation R No No
Q - IV - 2
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

Work Personnel Personnel


Procedure Qualification Qualification
Special Process Approval (A) Procedure Approval
(Note1) or Review Approval Required
(R) Required Required (Yes/No)
(Yes/No)
HVAC Testing & Balancing A No No
RTR Pipe work A No Yes
Electrical, Instrumentation & Communication Processes
High Voltage (HV) Cable R No Yes
Splicing/Termination
Electric Power Systems A No No
Energization
Fiber Optic Cable Installation R No No
Cable Gland/Seal & Conduit Seal R No No
Installation

Notes: (1) Not required when NDT work is subcontracted to an approved In-
Kingdom NDT subcontractor. NDT technician performance shall be monitored by
CONTRACTOR on all projects.

3. MONITORING OF CONSTRUCTION PROCESSES

3.1 Prior to the start of any construction activity, CONTRACTOR shall initiate
a kick-off meeting with all concerned parties to ensure full understanding
on the execution, requirements and control of the activity.

3.2 CONTRACTOR shall be fully responsible for the performance of its sub-
contractors and their sub-suppliers. CONTRACTOR shall control its
construction processes and ensure its subcontractor(s) construction
processes including welding and NDT activities are controlled in
accordance with SAEP-1160.

3.3 CONTRACTOR shall visually inspect all incoming equipment for damage
and for conformance to all applicable requirements, including the
CONTRACTOR’s inspection release, when applicable, with verified
Material Test Reports (MTR). If the equipment does not have the required
inspection release and MTR, CONTRACTOR shall verify and document
the compliance of the equipment with applicable standards and
specifications prior to release to be used as part of the WORK. Status of
receiving inspections shall be included on the Monthly Materials
Procurement Status Report as specified in Schedule “G”.
Q - IV - 3
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

3.4 CONTRACTOR shall submit its test reports and its subcontractors test
reports to the Company Representative as specified by the applicable
COMPANY standards. The CONTRACTOR shall review its
subcontractor’s test reports prior to submittal.

3.5 For all other test reports/validation records whether performed by


CONTRACTOR or subcontractor. Test reports/validation records shall be
maintained current and available at CONTRACTOR site office for
COMPANY review.

3.6 CONTRACTOR shall perform inspections and tests in accordance with the
approved ITP. Where the ITP identifies tests and inspections to be
performed by subcontractors/Third Party including NDT activities,
CONTRACTOR shall review and approve results of such tests and
inspections performed.

3.7 CONTRACTOR shall submit Hydrostatic Test Packages prior to


conducting hydrostatic tests of piping, pipeline, and equipments for
COMPANY review and approval in accordance with SAEP-1160, Section
8. The hydrostatic test shall comply with SAES-A-004, SAES-L-150, and
GI 0002.102.

3.8 RTR Piping installers shall be trained and qualified in accordance with
RTR manufacturer’s requirements.

4. IDENTIFICATION AND TRACEABILITY

4.1 CONTRACTOR shall include in the Construction Phase Quality Plan


procedures to identify inspection and test status. The status report shall
identify all CONTRACTOR and subcontractor required inspection and
tests for each system, when it is scheduled, when it was completed, and
any non-conformances discovered during the test or inspection. Inspection
status reports shall be kept current and shall be available for COMPANY’s
review at all times. Identification of inspection and test status of welded
joints shall be in accordance with SAEP 1160.

4.2 CONTRACTOR shall implement an identification procedure for all


materials, parts and components, including partially fabricated assemblies.
Identification of an item shall be addressed either by using tags, stamps,
color coding, stencils or labels. The location and the method of
identification shall not affect the function or quality of the item being
Q - IV - 4
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

identified. The procedure shall require that verification of correct


identification of material, parts and components be made and documented
prior to installation.

4.3 Traceability shall be maintained on equipment, materials, parts and


components, as specified in COMPANY standards and manufacturer’s
specifications. Unless otherwise specified in SAEP-1160, CONTRACTOR
shall include a documented system for tracking pipe welding rejection
including that of sub-contractors, detailing reporting of repair rates, and
accounting for required tracer (penalty) radiography. Documents and
records shall enable an item to be traced throughout fabrication, erection,
installation, repair, modification and use of the item.

5. CUSTOMER PROPERTY

CONTRACTOR shall implement a documented control system for all


COMPANY’s supplied material or equipment. The written procedure shall provide
for receiving inspection, proper storage, and maintenance of such material and
equipment. This procedure shall have provisions for dealing with losses, damage
or other problems discovered with such material and equipment.

6. PRESERVATION

CONTRACTOR shall include procedures for handling, storage, and preservation


of material as specified in all applicable specifications, manufacturer
recommendations and COMPANY’s standards. The procedure shall list all
inspection schedules for maintaining the quality of the material or equipment as
well as provide for documentation that the required activities have been
performed. Individuals responsible for special handling, storage and preservation
shall be fully qualified to do so, and supplied with predetermined WORK and
inspection instructions. Data concerning handling, storage and preservation shall
be included on the Monthly Materials Procurement Status Report as specified in
Schedule “G” and shall be available at site at time of material/equipment
receiving.

7. CONTROL OF MONITORING AND MEASURING DEVICES

7.1 CONTRACTOR shall include procedures for the control of inspection,


measuring and testing equipment. Specific tools and equipment shall be
identified to make and perform tests in the field with instructions for their
use, calibration, and storage. The CONTRACTOR shall identify, maintain,
control, adjust, and calibrate all tools, gauges, instruments and other
Q - IV - 5
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

measuring and testing devices used for controlling quality. Calibration


shall be performed at established periods as specified in the most
stringent of COMPANY standards, other applicable standards, or
manufacturer recommendations; if no standards apply, the calibration
cycle shall not exceed twelve months. CONTRACTOR shall provide
backup equipment when the primary equipment is being calibrated or
tested.

7.2 CONTRACTOR shall maintain a log of all testing, measuring and


inspection equipment calibration status and expiry date.

7.3 CONTRACTOR personnel performing tests and calibrations shall be


trained per applicable international or manufacturer requirements.
CONTRACTOR testing and calibration personnel as well as testing
facilities shall be subject to COMPANY approval. If CONTRACTOR
personnel do not perform tests and calibrations, CONTRACTOR shall use
COMPANY approved agencies or the manufacturer.

7.4 CONTRACTOR shall review and document the validity of previous


inspection and test results when inspection, measuring and test
equipment is found to be out of calibration. A copy of the report shall be
submitted to COMPANY.

END OF ATTACHMENT IV TO SCHEDULE “Q”

Q - IV - 6
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

ATTACHMENT V TO SCHEDULE “Q”

SUMMARY OF QUALITY SYSTEM DELIVERABLES

Subsequent
No. Title First Submittal to COMPANY submittals to
COMPANY
Quality Plan: 30 days after the effective Within 7 calendar
1. Paragraph 3.2 of Schedule “Q” date of Contract and for any days of each revision
significant changes requirement
Management Review results Within two (2) weeks after
2. Every six months
Paragraph 4 of Schedule “Q” scheduled review
Organization Chart(s)
3. With Quality Plan submittal When changes occur
Paragraph 5.12 of Schedule “Q”
Personnel Qualifications: Prior to bringing new
4. Prior to assignment of
Paragraph 5.6 of Schedule “Q” Quality personnel on
personnel on the project
the project.
Quality Audit Schedule: Within thirty (30) calendar
5. Within 7 calendar
Paragraph 7.3.2 of Schedule “Q” days of the effective date of
days of revisions
the Contract
Audit Report: Paragraph 7.3.5 of Within fourteen (14) calendar
6. Schedule “Q” days of completion of the audit
and re-audit.
CONTRACTOR, Vendor and
7. Within 48 hours of reporting Notification of
Subcontractor non-conformities:
each non-conformance clearance required
Paragraph 7.5.3 of Schedule “Q”
Non-conformance Summary: Weekly for the
8. After the first non-
Paragraph 7.5.5 of Schedule “Q” Project Progress
conformance is issued
Meeting
Quality Management Report Sixty (60) calendar days after
9. Paragraph 7.7 of Schedule “Q” the effective date of the Monthly
Contract
Evidence of manufacturer
10. Two (2) weeks prior to
prequalification
placement of purchase order.
Paragraph 1.2.1 of Attachment III
Inspection/Fabrication Status One week after the first
11. Report: Paragraph 2.4 of purchase order is awarded for Weekly
Attachment III the Contract

Q-V-1
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

Subsequent
No. Title First Submittal to COMPANY submittals to
COMPANY
Inspection Assignment Package; Twenty one (21) calendar
12. Paragraph 3.15 of Attachment III days prior to pre-inspection
(including Procurement ITP’s) meeting or fourteen days prior
to final inspection for Level I
inspection.
Pre-inspection Meeting and Ten (10) calendar days after Ten (10) calendar
13. Vendor Inspection Reports the pre-inspection meeting or days after each
Paragraph 3.19 of Attachment III first inspection visit for each inspection visit and
supplier weekly for Level 4
Two-week look-ahead schedule; Fourteen (14) calendar days
14. Paragraph 3.3 of Attachment III before the start of any
Paragraph 1.5 of Attachment IV inspection activity of first Weekly
purchase order or start of
construction activities
Inspection/Shipping Release;
15. Within 48 hours of issue
Paragraph 3.23 of Attachment III
Inspection Disposition Report; Two (2) weeks after
16. Paragraph 3.24 of Attachment III equipment and materials are
released for shipment
Special Process Procedures and
17. Personnel Qualification
Procedures: Thirty (30) calendar days prior
Prior to execution
Paragraph 3.11 and 3.13 of to operation or test
Attachment III; Paragraph 2.1 of
Attachment IV
Construction Inspection and Test
18. One month prior to start of Revision Approval
Plans: Paragraph 1.1 of
construction WORK prior to execution
Attachment IV
Hydrostatic Test Package: Prior to each
19. Prior to each hydrostatic test.
Paragraph 3.7, Attachment IV. hydrostatic test.

END OF ATTACHMENT V TO SCHEDULE “Q”

Q-V-2
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

ATTACHMENT VI TO SCHEDULE “Q”

PROJECT SPECIFIC QUALITY REQUIREMENTS

1. PROCUREMENT PHASE PROJECT SPECIFIC QUALITY REQUIREMENTS

1.1 Minimum inspection levels for CONTRACTOR supplied equipment and


materials are indicated in SAER 1972. CONTRACTOR shall submit its
supplier inspection and test plans according to these minimum inspection
levels. When vendor performance does not meet the specified
requirements in the purchase order, CONTRACTOR shall increase the
inspection level to the next higher level for the purchase order without
additional cost to COMPANY. For any equipment items that have no
specified inspection levels, CONTRACTOR shall prepare a special form
175 for approval by the Company Representative.

1.2 For the equipment items in Table VI-1 below, CONTRACTOR shall
provide inspection personnel for coverage at the specified inspection level
as indicated:

Table VI-1 Material and Equipment requiring multiple Inspection disciplines

Item Material Description Inspection Level Remarks


1 All Packaged Equipment Per SAER-1972 & ITP

2. CONSTRUCTION AND PRECOMMISSIONING PHASE PROJECT SPECIFIC


QUALITY REQUIREMENTS

2.1 As a minimum, CONTRACTOR shall assign, or require its subcontractor


to assign SAUDI ARAMCÖ-approved quality personnel to the WORK in
accordance with the following Table VI-2. Upon written approval of the
Company Representative, inspectors may be qualified to inspect more
than one discipline; in this case, however, he may not fulfill more than one
full time position at any time.

Q - VI - 1
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

Table VI-2 Construction Phase Quality Personnel Requirements

Position Primary CONTRACTOR Subcontractor(s)


Quality Assurance One (1), Full Time
N/A
Manager
Quality Control One (1) site QC manager, Full One (1) per sub-contractor,
Manager Time Full Time
Quality Control One (1) per discipline, Full One (1), per discipline for
Supervisor Time each (8) inspectors, Full Time
One (1), Full Time One (1), if the sub-contractor is
Procurement Quality
involved in procurement, Full
Control Supervisor
Time
Quality Documents One (1), Full Time One (1) per sub-contractor,
Controller Full Time

Primary Inspectors CONTRACTOR Pre-


Construction
(CONTRACTORS OR Supervising commissioning
Discipline
Subcontractor) Inspectors Inspectors
Inspection Discipline: Civil / Structure
Bridges/ One (1) per Twenty
One (1) for every Five
Buildings Five (25) Carpenters
(5) Sub-Contractor N/A
and Ironworkers*, Full
Inspectors*, Full Time
Time
Earth Work / One (1) per Fifteen
Paving (15) earthwork One (1) for every Five
machines or one (5) Sub-Contractor N/A
Inspector per (50) Inspectors*, Full Time
laborers*, Full Time
Foundation / One (1) per Twenty
One (1) for every Five
Concrete Five (25) Carpenters
(5) Sub-Contractor One part-time
and Ironworkers*, Full
Inspectors*, Full Time
Time
Steel Structure One (1) per Twenty One Inspector to
One (1) for every Five
Five (25) Installers*, be available for
(5) Sub-Contractor
Full Time every walkthrough
Inspectors*, Full Time
Package
Batch Plant One (1) per Batch
(Concrete & plant, Full Time One Inspector for all N/A
Asphalt)

Q - VI - 2
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

Primary Inspectors CONTRACTOR Pre-


Construction
(CONTRACTORS OR Supervising commissioning
Discipline
Subcontractor) Inspectors Inspectors
U/G Piping One (1) per Fifteen One (1) for every Five One (1), Full Time
(RTR/PVC/ (15) Installers*, Full (5) Sub-Contractor
CPVC) Time Inspectors*, Full Time
One (1) per Twenty One (1) for every Five One (1), Full Time
Five (25) (5) Sub-Contractor
Plumping
Installers/Craftsmen*, Inspectors*, Full Time
Full Time
One (1) per Fifteen One (1) for every Five One (1), Full Time
HVAC (15) Installers*, Full (5) Sub-Contractor
Time Inspectors*, Full Time
Inspection Discipline: Mechanical/ Piping
One (1) for every Five
Rotating One (1) per Fifteen One (1) Full Time
(5) Sub-Contractor
Equipment/ (15) Workers*, Full inspector per 25
Inspectors*, Full Time
Mechanical Time workers
Inspectors*, Full Time
One (1) Full Time
Static One (1) per Twenty One (1) for every Five
inspector per
Equipment/ (20) Workers*, Full (5) Sub-Contractor
Twenty Five (25)
Mechanical Time Inspectors*, Full Time
workers
The greater of One
(1) Full Time
inspector per
One (1) per Twenty One (1) for every Five Twenty Five (25)
Piping (20) Workers*, Full (5) Sub-Contractor workers or one (1)
Time Inspectors*, Full Time inspector for every
Ten (10)
hydrostatic testing
package*
One (1) per
Valves Testing Hydrostatic Testing One (1), Full Time One (1), Full Time
Location, Full Time
One (1) per three (3) One (1) for every Eight
Coating and
Crews per WORK (8) Sub-Contractor One (1), Full Time
Insulation
Site*, Full Time Inspectors*, Full Time
Lowering,
One (1) for every Eight
Padding, One (1) per WORK
(8) Sub-Contractor N/A
Bedding and Site*, Full Time
Inspectors*, Full Time
Backfilling

Q - VI - 3
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

Primary Inspectors CONTRACTOR Pre-


Construction
(CONTRACTORS OR Supervising commissioning
Discipline
Subcontractor) Inspectors Inspectors
Hydrostatic One (1) by
Testing CONTRACTOR, Full N/A N/A
Coordinator Time
Inspection Discipline: Welding
One (1) per Fifteen One (1) for every Five
Shop Welding (15) Welders*, Full (5) Sub-Contractor N/A
Time Inspectors*, Full Time
One (1) Full Time
One (1) for every Five
One (1) per Ten (10) inspector per
Field Welding (5) Sub-Contractor
Welders*, Full Time Twenty Five (25)
Inspectors*, Full Time
workers
One (1) Technician per
PMI Analysis Unit, Full N/A N/A
Time
One (1) per ten (10)
One (1) for every Five
Heat Treatment
Heat Treatment (5) Sub-Contractor One (1), Full Time
Technicians*, Full
Inspectors*, Full Time
Time
One (1) NDT
Coordinator per WORK
NDT N/A N/A
Site and/or Fabrication
shop, Full Time
One (1) Saudi Aramco One (1) Saudi
RTFI One (1), Full Time RTFI certified, Full Aramco RTFI
Time certified, Full Time
Inspection Discipline: Electrical/ Instrumentation/ Communication
One (1) per Every One (1) per
One (1) for every Five
Twenty (20) Labors/ Twenty Five (25)
Electrical (5) Sub-Contractor
Technicians per Workers*, Full
Inspectors*, Full Time
WORK Site*, Full Time Time
One (1) per Every One (1) per
One (1) for every Five
Twenty Five (25) Twenty (20)
Instrumentation (5) Sub-Contractor
Labors and/or Three Workers*, Full
Inspectors*, Full Time
(3) Crews*, Full Time Time
Safety Relief One (1) per Crew, Full N/A One (1), Full Time
Valves Time
One (1) per WORK
Communication One (1), Full Time One (1), Full Time
Site, Full Time
Q - VI - 4
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

*Notes to the above (Table VI-2):


1. Minimum of one (1) Inspector or Supervising Inspector, as applicable.
2. If the work is distributed in various sites which are far from each other, subject
to the discretion of the Company Representative, an efficient means of
transportation between such sites shall be provided or one inspector per work
location shall be assigned.

3. CONTINUAL IMPROVEMENTS:

3.1 CONTRACTOR shall continuously monitor and measure CONTRACTOR


and Subcontractor’s critical processes throughout the WORK. The quality
plan shall include suitable measurement methods to evaluate the ability of
the process to achieve planned results. As a minimum, CONTRACTOR
shall evaluate the following as appropriate per the Scope of WORK in
Schedule “B”:

• Lessons Learned from previous projects


• Concrete operations
• Welding operations
• Required quality tests and inspections are completed
• Nondestructive Testing (NDT)
• Coatings

3.2 CONTRACTOR shall include as part of its plan for measuring, monitoring,
analysis and improvement of its processes, how the plan-do-check-act
cycle is driven without end on this project. As a minimum, the plan shall
address the interaction of the following:
• Customer satisfaction
• Internal and external audits
• Internal and external Non-conformities
• Repeat violations
• Process performance measures
• Data analysis
• Management reviews
• Preventive action
• Corrective action

3.3 In addition to the weekly progress and QC meetings with SAUDI


ARAMCO, CONTRACTOR shall determine and evaluate the degree of
SAUDI ARAMCO’s satisfaction through quarterly questionnaires initiated

Q - VI - 5
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

by CONTRACTOR and review of SAUDI ARAMCO assessments, Non-


conformance Reports (NCR) and Quality Management Information
System (QMIS) entries.

4. PREVENTIVE ACTION:

4.1 CONTRACTOR shall include in the Quality Plan procedures to prevent


inadvertent use of design documents, materials, parts, components,
services or workmanship not conforming to requirements of the Contract.
Quality Plan shall require the identification and documentation of all
nonconformities and corrective actions.

4.2 CONTRACTOR shall document all violations by CONTRACTOR,


subcontractors, manufacturers and/or suppliers to Contract requirements
and SAUDI ARAMCO approved CONTRACTOR quality plan(s), SATIPs,
and procedures and submit such records to the Company Representative
within forty-eight (48) hours of the occurrence whether or not the
nonconformance was raised by CONTRACTOR, subcontractor,
manufacturer or supplier.

4.3 CONTRACTOR shall investigate the root cause of non-conformities and


initiate Corrective Actions for SAUDI ARAMCO, CONTRACTOR or Sub-
Contractor items to prevent recurrence of nonconformities within a
maximum of seven (7) days of the issue date.

4.4 SAUDI ARAMCO quality findings during all phases will be communicated
to the CONTRACTOR through SAUDI ARAMCO’s Quality Management
Information System (QMIS).

4.5 CONTRACTOR shall review the Inspection QMIS every working day and
respond to all comments to the satisfaction of the Company
Representative within twenty-four (24) hours of the entry date.

4.6 SAUDI ARAMCO shall be entitled to have the Company Representative or


his nominee(s) schedule and conduct quality assessments of the
CONTRACTOR’s quality functions and obligations as outlined in
Schedule “Q”. The quality assessment schedule will be communicated to
the CONTRACTOR at least two weeks prior to the scheduled quality
assessment(s).

4.7 CONTRACTOR shall avoid lack of coordination between the various


disciplines that lead to inconsistency of design data and conflict between
the various facilities especially in the following areas:
Q - VI - 6
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

4.7.1 Equipment data sheets and corresponding P&IDs and other


process documents.
4.7.2 Equipment and structural steel columns with foundations
(Elevation, projection and alignment of equipment/ structural steel
foundation’s anchor bolts).
4.7.3 Conflict of underground utilities with adjacent sub structures.

4.8 CONTRACTOR shall avoid late design of deep structures/ FACILITIES


that lead to disturbing adjacent higher level completed
structures/FACILITIES.

4.9 CONTRACTOR shall include in its materials procurement planning


suitable precautionary measures to avoid procurement of counterfeit
materials.

4.10 CONTRACTOR shall be alert to the potential causes of accidents during


transportation of major equipment that could lead to major damages.

5. EXCLUSIONS AND MODIFICATIONS TO SCHEDULE “Q”:

5.1 Attachment I

Add: PMI inspector shall have, at least three (3) years’ experience as a
PMI technician working directly for oil, gas and petrochemical
industries. PMI inspector shall demonstrate his working knowledge
to SAUDI ARAMCO by operating the approved PMI instrument on a
representative sample of alloy materials with one-hundred percent
(100%) correct assessment as the performance criteria. The PMI
inspector shall have been trained to use the instrument and
interpret the result to the applicable standards. Records of Training
shall be available.

5.2 Attachment IV

Add new Subparagraph 4.4 to Attachment IV of Schedule “Q”:

“4.4 The procedures required by this Paragraph 4 shall be reviewed and


approved by COMPANY before implementation.”

Q - VI - 7
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

5.3 Attachment IV

In Attachment IV, delete Paragraph 2.1 in its entirety and replace with the
following new Paragraph 2.1:

2.1 The following special processes require SAUDI ARAMCO’s review


and/or approval of work procedures, personnel qualifications, or
personnel qualification procedures. CONTRACTOR shall ensure
that these special processes are accomplished under controlled
conditions as specified in all applicable standards and
specifications. All process parameters shall be identified with
acceptance criteria specified and monitored. All Procedures and
Personnel Qualification shall be submitted for review and/or
approval at least thirty (30) calendar days prior to the start of
WORK.

WORK Personnel Personnel


Procedure Qualification Qualification
Special Process Approval (A) Procedure Approval
or Review (R) Approval Required Required
Required (Yes/No) (Yes/No)
Field Engineering Change Control A No No
Mechanical Processes
Welding/Brazing A Yes Yes
Nondestructive Testing (NDT) A Yes (Note 1) Yes (Note 1)
Positive Material Identification A No Yes
(PMI) & Color-Code Verification
Heat Treatment & Associated A No No
Hardness Testing
Pressure Testing A No No
Hydrostatic Testing Fluid & Lay A No No
Up
Coatings & Lining A No Yes
Gasket Installation A No No
Gap Control (Socket welds, A No No
thread engagement, back welding
of threaded joints)
Hot Taps (Calcs) & Tie-ins A No No
Vessel & Internals Installation R No No
Installation of Machinery and R No No
Equipment
Fired Heater Installation R No No
Q - VI - 8
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08
CONTRACT NO. 6600029563 (IK)

WORK Personnel Personnel


Procedure Qualification Qualification
Special Process Approval (A) Procedure Approval
or Review (R) Approval Required Required
Required (Yes/No) (Yes/No)
Unfired Heater Installation R No No
Boiler Installation R No No
Refractory Installation R No No
HVAC Testing & Balancing A No No
RTR Pipe WORK A No Yes
Electrical, Instrumentation & Communication Processes
High Voltage (HV) (>1000V) R No Yes
Cable Splicing/Termination
HV Switchyard Aluminum Bus R No No
Handling & Installation
Electric Power Systems A No No
Energization
Instrument Loop Checking R No No
Fiber Optic Cable Installation R No Yes
Cable Gland/Seal & Conduit Seal R No No
Installation
High Voltage (>1000V) Cable R No No
Pulling

Note (1): Not required when NDT WORK is subcontracted to an approved In-Kingdom
NDT subcontractor. NDT technician performance shall be monitored by
CONTRACTOR on all projects.

6. In this Schedule “Q”, “COMPANY” shall be read to mean “SAUDI ARAMCO”.

END OF SCHEDULE “Q” ATTACHMENT VI

Q - VI - 9
MP-IK-LSTK, MP-OK-LSTK,
MP-LSTK, C/R, MP-IK-LS,
MP-IK-LSPB, OFF-IK-LSPB,
OFF-OK-LSPB, OFF-IK-LS,
OFF-OK-LS
Revised 2/08