Tender Title Project Management Effectiveness Audit Content...T2 – Instruction to Tenderers T3 – Data to be provided by Tenderer C1 – Form of Agreement C2 – Special Conditions

Tender Ref. OGC/18/2019

Tender Title Project Management Effectiveness Audit

Content

T1 – Invitation to Tender T2 – Instruction to Tenderers T3 – Data to be provided by Tenderer C1 – Form of Agreement C2 – Special Conditions & Addenda C3 – General Condition of Contract C4 – Scope of Work C5 – Schedules of Prices

P.O Box: 799, Postal Code: 133, Al-Khuwair, Sultanate of Oman Tel: 24466000 / Fax: 24466900

Website: http://www.oman-gas.com.om, E-mail: [email protected]

T1 Invitation To Tender Page 1 of 7

Oman Gas Company S.A.O.C. (OGC)

PO Box: 799, PC: 133, Al Khuwair, Sultanate of Oman

To: Tenderer

Date 13.05.2019

From: Contracts Manager

Tender No: OGC/18/2019

Tender Title Project Management Effectiveness Audit

Invitation to Tender

Dear Sir,

1.0 Invitation to Tender

Oman Gas Company S.A.O.C., (hereinafter referred to as 'the Company') invites Tenderer to Tender for the Work or Services in accordance with the terms and conditions set down in the Tender Documents. If you are a successful Tenderer you shall be required to enter into a Contract in accordance with the Form of Agreement.

The Tender Documents shall comprise the following Sections/Schedules: T1 Invitation to Tender (this letter including the pages attached hereto) T2 Instructions to Tenderers T3 Data to be provided by Tenderers C1 Form of Agreement C2 Special Conditions C3 General Conditions C4 Scope of Work C5 Schedule of Prices

The full tender including the above documents will be issued to interested tenderers after receipt of the Tender Fee payment along with the duly filled appendicies (i.e. Tenderer Details Sheet and Confidentiality Agreement, which shall be emailed to <[email protected]>.

In the preparation and submission of the Tender, Tenderer shall comply with the Tender Documents. Company reserves the right to disqualify the Tender if any of the requirements included in the Tender Documents are not met.

2.0 Tender Overview

The objective of the audit is to assess the adequacy and effectiveness of the project management methodology and related policies, processes, procedures and internal control practices adopted by the Company that provide the board and senior management with assurance that:

• adequate policies, processes and procedures are documented, implemented and complied with, and are in line with applicable laws, regulations and standards;

• effective controls are designed and implemented in order to mitigate and/or minimize

relevant risks and help achieving overall business objectives; to review the design,

implementation and operating effectiveness of overall projects & engineering directorate;

• Quality Control and Assurance/Technical Information Management/Risk Management

processes are well managed;

OGC/18/2019

Project Management Effectiveness Audit


• roles and responsibilities in managing projects & various engineering disciplines are

processes are well identified;

• standard forms are available to support the Project Management/Engineering processes;

• the project management methodology adopted to execute projects across the Company is

appropriate and in line with best practices as recommended by Project Management

Institute, British Standards Institute, etc. standards;

• project Management Processes and procedures from initiation to closeout is available,

documented and users are trained to use them,

• roles and responsibilities in managing project management processes are well identified;

• projects are in line with the business requirements, goals and objectives of the Company;

• appropriate costing methods exist, and are being adopted to accurately calculate project

budget estimates and costs incurred during the execution of projects;

• cost monitoring processes, measures and procedures over the projects exist and are

appropriate;

• changes to project scope and budget are appropriately justified, as per the business

direction of the Company, and approved;

• project budgets are utilized accordingly for the intended project, cross utilization is minimal

and exceptions are approved as per the Company’s policy;

• project execution is clearly linked with companies tendering policies and procedures,

• project documentations are available and stored in accordance to the project management

procedure; and

• asset As-built drawing are generated and relevant systems (e.g. Enterprise Resource

Planning) and registers are updated

Minimum Requirements to Participate in Tender

2.1.1 Mandatory Requirements

Below are minimum requirements that the Tenderer has to meet to be considered for further detailed technical evaluation.

No. Description

1 Project Staffing and Experience requirements are fully provided by the bidder as per tender documents/RFP along with availability of qualified personnel.

2 Bidder has conducted 3 or more Project Management or related Audits in Oil & Gas Industry in last 5 years.

3 Bidder confirmation on signing a non-disclosure agreement/standard Company Confidentiality Agreement and QHSE requirement while signing the contract.

4 Bidder is not or has not for the past two year participated or been involved directly in project Management related activities with OGC, including manpower supply.

5 Bidder confirmation on signing an undertaking that consultants working on the engagement shall not change without prior approval from OGC. If there is a requirement of change of consultant, it shall be done keeping in mind that project timeline does not suffer.

Evidence for passing those requirements is required to be submitted as part of the technical tender as further specified in document T3 Data to be Provided by Tenderers

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2.1.2 Tenderer Registration Requirements

Tenderers shall be registered with Business Gateways in the Joint Supplier Registration System (JSRS). As such, Tenderers if not registered, shall complete their registration with Business Gateways and submit JSRS certificate as part of their technical submission. Refer to the following URL for the registration process: https://www.businessgateways.com

No affiliate of the Tenderer shall be eligible to Tender or participate in a Tender in any capacity whatsoever unless it can be demonstrated that there is not a significant degree of common ownership, influence or control amongst the Tenderer and the affiliate.

2.1.3 Other Requirements (if any)

3.0 Requirements to Collect Tender Document

3.1 Tenderer Details sheet

3.1.1 In order to correctly identify the Tenderer and the Tenderer’s point of contact for this Tender Process, Appendix 1 shall be completed by the Tenderer and presented, by hand or scanned and forwarded via email, to the Company before the Tender Documents can be released to the Tenderer.

3.2 Tender Fee

3.2.1 The Tender Fee for this Tender is OMR 175 (Omani Rial One Hundred and Seventy Five only)

3.2.2 Prior to collection of the Tender Documents the Tenderer is required to deposit a non-refundable ‘Tender Fee’ into the Company’s bank account as per the below details:

A/C NO: 0317009858840018Bank: Bank MuscatAccount Name: Oman Gas Company S.A.O.C. Currency: OMR SWIFT CODE: BMUSOMRXXXX

A receipt confirming deposit and identifying the Tenderers' name and the Tender number (e.g. Tenderer Co. deposit for Tender OGC/18/2019) must be presented, by hand or scanned and forwarded via email, to the COMPANY Contact Point before the Tender Documents can be released to the Tenderer.

3.3 Confidentiality Agreement

3.3.1 Prior to collection of the Tender Document the Tenderer shall sign the attached Confidentiality Agreement. The Confidentiality Agreement must be completed, signed by an authorised person, stamped with the Tenderers company stamp, and be presented, by hand or scanned and forwarded via email, to the Company Contact point before the Tender Documents can be released to the Tenderer.

3.4 Anti-Bribery & Anti Corruption

3.4.1 The Company insists on honesty, integrity and fairness in all aspects of its business and expects the same in its relationships with those with whom it does business. The direct or indirect offer, payment, soliciting, giving and acceptance of bribes in any form, are unacceptable practices.

Tenderer prior to collection of the Tender Document shall sign the attached Anti Bribery & Anti Corruption Form. The Anti Bribery & Anti Corruption Form must be completed, signed by an authorised person, stamped with the Tenderers company stamp, and be presented, by hand or scanned and forwarded via email, to the Company Contact point before the Tender Documents can be released to the Tenderer.

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4.0 Contact Points

4.1.1 All Clarification Requests related to this tender shall be in writing and emailed to [email protected] for the attention of Contracts Manager. No Clarification Requests shall be entertained after the Clarification Request Closing Date.

5.0 Outline Tender Process

5.1.1 The Tender Process schedule shall be:

Activity Date

Issue of Invitation to Tender 13/05/2019

Start Collection of Tender Document 13/05/2019

Final date for collection of Tender Document

19/05/2019

Site Visit/ Clarification Meeting Date To Be Advised

Clarification Request Closing Date 30/05/2019

Technical Tender Submission Date 12/06/2019

Tender Bond Submisison Date 26/06/2019

Commercial Tender Submission Date 26/06/2019

5.1.2 Tenders shall be delivered no later than 03:00 p.m. (Oman Standard Time) on the Tender Submission Date.

6.0 Tender Collection

6.1 Collection of Tender documents

6.1.1 Once the Tenderer Data Sheet, Confidentiality Agreement and confirmation of payment of Tender Fee has been received, the Company may issue the Tender Documents by email, electronic hard drive or hard copy.

6.1.2 Should a Tenderer be required to collect the documents from Company office then the Company shall inform the Tenderer accordingly.

7.0 Tender Bond

7.1.1 To ensure conformance of the Tender, Company requires Tenderer to issue a Tender Bond in the exact format detailed in Section T3. The value of this Tender Bond equivalent to 1% of the Tender Value. The Tender Bond shall be forwarded to Company as part of the Commercial Tender under separate envelope. The Tender Bond shall be enforced in the event that Tenderer fails to submit and substantiate a conforming tender or has failed to accept award of the contract.

8.0 Site Visit/ Bid Clarification Meeting

8.1.1 It is mandatory that Tenderer attends the Site visit/ Tender Documents clarification meeting with a maximum of 2 representatives on the date given in the table in Article 5.0 above. Details of the attendees must be submitted to the Company Contact Focal Point by 04.03.2019. All visitors must provide and wear required safety equipment during the Site visit.

9.0 Tender Award

9.1.1 In the event that Company considers Tenderer to be commercially a potentially successful competitor for the award of the Contract, Company may subject Tenderer to a further technical and financial evaluation. Only when a Tenderer satisfies Company’s technical, financial and commercial requirements will a Contract be awarded.

For Oman Gas Company S.A.O.C.

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Appendix 1 – Tenderer Data Sheet for this Tender

Contract/ Tender number OGC/18/2019

Contract/ Tender title Project Management Effectiveness Audit

Full name of Tenderer

Postal Address

City

Country

Web site

Office main tel number

Country of registration

Status in Oman Agent / locally registered branch office / Omani LLC / foreign company

Ownership details (percentages and names, indicate where Omani)

- XX% - - XX% - - XX% -

Name of company and address to be awarded the Contract (if different from details above)

Full name

Registered address

City

Country

Office main tel number

Status in Oman Agent / locally registered branch office / Omani LLC / foreign company

Ownership details (percentages and names, indicate where Omani)

- XX% - - XX% - - XX% -

Tenderer’s representative to which all Tender correspondence shall be addressed

Name of person

Fax number

Telephone number

GSM number

e-mail address

Tenderer’s agent in Oman (if applicable)

Omani agent name

Postal address

Fax number

Telephone number

GSM number

e-mail address

Our Omani agent is permitted to pick up the tender documents on our behalf

Yes No, we will pick up the documents ourself. No, please send the documents to my foreign address stated above.

(as applicable, provide the necessary supporting documents)

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Appendix 2 – Confidentiality Agreement

1. Definitions

1.1. Confidential Information

shall mean all knowledge, data or information acquired by Tenderer from, or disclosed to Tenderer by Company, or on behalf of Company, in connection with the Tender Documents, Clarifications and the Tender Process in writing, drawings, magnetic tapes, computer programs or in any other way, as well as all knowledge, data or information derived there from, to the extent that such knowledge, data or information at the time of such acquisition or disclosure is not either already in the unrestricted possession of Tenderer or part of public knowledge or literature.

1.2. Confidential Record

Shall mean all Tender Documents, Clarifications and any other material containing Confidential Information.

1.3. Third Party

Shall mean any party other than Company or Tenderer.

2. Confidentiality

2.1. Tenderer shall preserve and cause its employees to preserve the confidentiality of any Confidential Information.

2.2. Tender shall not for any purpose other than the preparation and submission of a Tender

disclose to any Third Party or enable any Third Party to note the fact that Tenderer has been invited to submit a Tender and/or, if applicable, the fact that the Contract is awarded to Tenderer;

reproduce, copy or use, or disclose to, place at the disposal of or use on behalf of any Third Party or enable any Third Party to read, copy or use, any Confidential Information;

except with the prior written consent of Company.

2.3. The undertakings above shall continue insofar and for so long as the Confidential Information or Confidential Record in question has not:

a) become part of the public knowledge of literature otherwise than through any act or default on the part of Tenderer; or

b) been disclosed to Tenderer under an obligation to maintain secrecy by a Third Party (other than one disclosing on behalf of Company) who could lawfully do so and who did not derive such Confidential Information or Confidential Record from Company.

3. Copyright

3.1. The copyright in any Confidential Record shall, in the absence of any express provision to the contrary thereon, be vested in Company. Copyright in any record containing geological or geophysical data acquired or generated by Tenderer in connection with the Contract shall be vested in Company.

4. Return of Confidential Record

4.1. If Tenderer declines to submit a Tender or is notified that its Tender is unsuccessful, upon written notification thereof by Company, Tenderer shall destroy electronic copies and return all hard copy Tender Documents including Addenda and Clarifications to Company.

5. Third Parties

5.1. Tenderer shall ensure that if under the terms of this confidentiality agreement any of the Confidential Information comes to the knowledge and/or in the possession of any Third Party, Tenderer shall require from such Third Party that it shall abide by stipulations equivalent to those contained in this confidentiality agreement.

(Authorized signatory)

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Appendix 3 - Anti Bribery & Anti Corruption Form

Having examined carefully the Instructions to Bidders & Service Order/General Conditions, we hereby certify the following:

a) The Consultant agrees and confirms that, in connection with the proposed contract, and any and all transactions contemplated by the proposed contract, it will fully comply with all applicable legislation, including, but not limited to, Royal Decrees (including: Royal Decree 7 of 1974 promulgating the Oman Penal Code; Royal Decree 112 of 2011 promulgating the Law of the Protection of Public Funds and Avoidance of Conflicts; and Royal Decree 64 of 2013 ratifying the United Nations Convention Against Corruption), regulations, ministerial directions and orders, of the Sultanate of Oman relating to anti-bribery and anti-corruption.

b) The Consultant agrees and confirms that it, and each of its affiliates, and their respective directors, officers, employees, agents and any other person acting on its, or their, behalf, has not, and will not, in order to induce or obtain an advantage in promoting its, or their, business activities, offer, promise, mediate or become any way involved in bribery, be it a payment or other transfer of anything in value, including the provision of any service, gift or entertainment, directly or indirectly, to any third party including, but not limited to: government officials (including directors, officers and employees of government owned and/or controlled entities); any director, officer or employee of the Company or its subsidiaries, or their relatives; any candidate for public office; or any agents or intermediaries of any of the foregoing.

c) The Consultant agrees and confirms that, in connection with the proposed contract, and any and all transactions contemplated by the proposed contract, it has and will apply effective anti-bribery and corruption reporting and disclosure controls and procedures and has and will maintain internal accounting systems that are sufficient to show, in reasonable detail, all transactions undertaken in relation thereto.

d) Without prejudice to any other rights that the Company may have under law or otherwise, should the Consultant be considered to be in breach of any of the above provisions, the Company may, upon written notice, immediately disqualify the Consultant from bidding, tendering, applying for or otherwise entering into the proposed contract or terminate the contract with the Consultant (as the case may be) and refuse to allow the Consultant to bid, tender, apply or enter into any further or future contracts with the Company.

(Authorized signatory)

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T2 - Instructions To Tenderers Page 1 of 9

Schedule T- 02

INSTRUCTIONS TO TENDERERS

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Contents

1.0 DEFINITIONS .....................................................................................................................3

2.0 GENERAL TENDERING CONDITIONS .................................................................................4

2.1 APPLICABILITY ................................................................................................................... 42.2 TENDERERS COMPLIANCE .................................................................................................... 42.3 COST OF TENDERING .......................................................................................................... 42.4 CONFIRMATION OF RECEIPT AND SUFFICIENCY OF TENDER .......................................................... 42.5 COMMUNICATION WITH COMPANY .......................................................................................... 42.6 CONFIDENTIALITY AGREEMENT AND ANTI-BRIBERY & ANTI CORRUPTION ....................................... 42.7 DISCREPANCIES ................................................................................................................. 42.8 CLARIFICATION REQUESTS ................................................................................................... 52.9 CLARIFICATIONS AND ADDENDA ............................................................................................ 52.10 POST TENDER CLARIFICATIONS ......................................................................................... 52.11 TENDERER’S ORGANISATION ............................................................................................. 52.12 TENDERER REGISTRATION ................................................................................................ 52.13 BASE TENDERS .............................................................................................................. 62.14 ALTERNATIVE TENDERS ................................................................................................... 62.15 VALIDITY ....................................................................................................................... 62.16 TENDER BOND (NOT APPLICABLE) ...................................................................................... 62.17 ACCEPTANCE OF TENDERS ............................................................................................... 72.18 ARITHMETICAL ERRORS .................................................................................................... 72.19 LETTER OF AWARD AND SIGNING OF THE CONTRACT .............................................................. 72.20 PUBLICATION OF TENDERS AND AWARDS ............................................................................. 72.21 WITHHOLDING TAX .......................................................................................................... 72.22 NOTICE OF REGRET OR DECLINE SUBMISSION OF TENDER ....................................................... 72.23 COMPLETION AND MODIFICATION OF DOCUMENTS ................................................................. 72.24 CUSTOMS DUTIES ........................................................................................................... 72.25 DESIGN VERIFICATION [ONLY FOR EPC CONTRACTS] (NOT APPLICABLE) .................................... 7

3.0 SUBMISSION OF TENDERS ...............................................................................................8

3.1 THE TECHNICAL TENDER ..................................................................................................... 83.2 THE COMMERCIAL TENDER .................................................................................................. 83.3 HARD COPY (PAPER) AND SOFT COPY (CD) SUBMISSION ............................................................ 83.4 MARKING & DELIVERY OF TENDER SUBMISSION ........................................................................ 8

4.0 APPENDIX 1 - REQUEST FOR CLARIFICATION SHEET .......................................................9

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1.0 Definitions

The following definitions shall apply to the Tender Documents, Clarifications and the Tender. 1.1.1 Addenda

Shall mean revisions by Company of the Tender Documents. 1.1.2 Alternative Tender

Shall mean a Tender deviating from the Base Tender. 1.1.3 Base Tender

Shall mean a Tender strictly in accordance with the Tender Documents. 1.1.4 Clarification

Shall mean all correspondence from Company in relation to the Tender Documents issued after the Tender issue date, with the exception of Addenda.

1.1.5 Clarification Requests

Shall mean all requests by Tenderers for Clarifications and Addenda. 1.1.6 Clarification Request Closing date

Shall mean the latest date/time that Tenderers may submit Clarification Requests. This date shall be as stated in Section T1 or subsequent Clarification.

1.1.7 Commercial Registration Certificate

Shall mean the certificate issued by the Secretariat General of Commercial Register at the Ministry of commerce and Industry, establishing that the company doing business in the Sultanate of Oman is duly registered.

1.1.8 Commercial Tender

Shall mean Tenderer’s submission of commercial information including a completed Schedule of Rates.

1.1.9 Consultant

Shall mean successful Tenderer. 1.1.10 Enquiry

Shall mean Invitation to Tender. 1.1.11 Invitation to Tender

Shall mean any request by Company for a Tenderer to submit a Tender. 1.1.12 JV or Joint Venture

Shall mean any form of unincorporated partnership. 1.1.13 Offer

Shall mean Tender 1.1.14 Post Tender Clarifications

Shall mean requests by Company after the Tender Closing Date for additional information related to a Tender.

1.1.15 Quotation

Shall mean Tender. 1.1.16 Request for Quotation (RFQ)

Shall mean Invitation to Tender. 1.1.17 Scope of Work

Shall mean the Work, Services or Materials which form the subject of the Invitation to Tender. 1.1.18 Technical Tender

Shall mean Tenderer’s submission of technical information as requested for in the Tender Document.

1.1.19 Tender

Shall mean the formal offer by Tenderer for the Scope of Work in the form specified in the Tender Documents.

1.1.20 Tenderer

Shall mean the party invited by Company to submit a Tender as stated in Section T1. 1.1.21 Tender Closing Date

Shall mean the latest date and time that Tenders may be delivered to Company. This date shall be as stated in Section T1 or subsequent Clarification.

1.1.22 Tender Documents

Shall mean those documents outlined in Section T1 including any Addenda thereto. 1.1.23 Tender Period

Shall mean the period from issue of the Invitation to Tender until the Tender Closing Date.

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1.1.24 Tender Process

Shall mean the activities performed by Company and Tenderer in relation to the Invitation to Tender from the receipt of the Invitation to Tender by Tenderer up to award of the Contract.

2.0 General Tendering Conditions

2.1 Applicability

2.1.1 The requirements of these general tendering conditions shall apply to the Tender Process irrespective of the method of Tender submission or evaluation.

2.2 Tenderers Compliance

2.2.1 Tenderer shall comply with the requirements stated in the Tender Documents. Failure to do so may result in the Tender being disqualified.

2.2.2 Tenderer shall not be involved in, or attempt to be involved in, any price fixing, market sharing or collusive tendering or any similar activities, with its competitors or any other parties with the deliberate purpose to influence the award of the Contract or to attempt to eliminate or substantially reduce competition between actual or potential Tenderers, regardless of whether or not the competitors or other parties are invited to this Tender. Breach of this Article may lead to the Tender being disqualified, Tenderer being disqualified from doing business with Company and the filing of a formal complaint with criminal prosecution.

2.3 Cost of Tendering

2.3.1 Regardless of whether a Tender or an Alternative Tender is successful or unsuccessful or the Tender Process is terminated, all costs, charges and expenses incurred by Tenderer in the preparation and submission of the Tender or Alternative Tender, including Site visits, shall be borne by Tenderer.

2.4 Confirmation of receipt and sufficiency of Tender

2.4.1 Tenderer is required to confirm receipt of Clarifications or Addenda by return e-mail.

2.4.2 Tenderer is deemed to have: -

Carefully studied the Tender Documents to ascertain the full meaning and extent of all related obligations, responsibilities and conditions.

Inspected and examined the Site and to have satisfied itself as to the correctness and sufficiency of the Tender Documents and the information contained therein, the form and nature of the Site, the full extent and character of the Scope of Work, the means of access to the Site and to have taken into account any physical or natural impediments, anticipated or otherwise, which may exist at the Site.

Obtained all necessary information as to risks, contingencies and other circumstances that may influence or affect the Tender.

Access to, and knowledge of, all applicable International and Sultanate of Oman codes and standards, statutory requirements, legislation and the like, prior to submission of the Tender.

2.5 Communication with Company

2.5.1 During the Tender Period, Tenderer shall not communicate with any Company employee regarding the Tender unless expressly so directed by the Company or where such communication shall constitute a Clarification Request.

2.6 Confidentiality Agreement and Anti-Bribery & Anti Corruption

2.6.1 By collecting or receiving the Tender Documents the Tenderer acknowledges acceptance of the terms of the Confidentiality Agreement and Anti-Bribery & Anti Corruption as included in T1 Invitation to Tender.

2.7 Discrepancies

2.7.1 Tenderer shall notify Company of potential Discrepancies by means of a Clarification Request.

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2.8 Clarification Requests

2.8.1 Tenderer is advised to raise Clarification Requests in the format included in Appendix 1 on all matters that may result in Clarifications, Addenda and Alternative Tenders.

2.8.2 Tenderers shall send Clarification Requests in writing to the Contracts Department (email address: [email protected]) before Clarification Request Closing Date.

2.8.3 Company is under no obligation to answer Clarification Requests received after the Clarification Request Closing Date.

2.8.4 Company reserves the right to disqualify a Tender from a Tenderer that submits Clarification Requests after the Clarification Closing Date.

2.8.5 All Clarification Requests will be answered by Company either by an Addendum or by a Clarification.

2.8.6 Company shall strive to answer all Clarification Requests within seven (7) days from the Clarification Closing Date.

2.9 Clarifications and Addenda

2.9.1 Company reserves the right to amend or revise the Tender Documents as and when it considers appropriate in the form of an Addendum. Any such Addenda will form part of the Tender Documents.

2.9.2 Addenda shall be issued together with the revised versions of the relevant Tender Documents.

2.9.3 Where Tenderer considers that an issued Clarification constitutes an Addendum, Tenderer shall immediately notify Company in writing, stating reasons, for the particular Clarification to be issued as an Addendum.

2.9.4 Qualifications to Tender Document shall be clarified by Clarification Requests before Technical Tender submission, unless Tenderer deems they are confidential or part of the Alternative Tender.

2.10 Post Tender Clarifications

2.10.1 Post Tender Clarifications do not constitute intent to award, or award of the Contract.

2.10.2 In the event that the Tender is accepted, Post Tender Clarifications and their related answers where accepted by Company, will form part of the Contract.

2.11 Tenderer’s Organisation

2.11.1 Only the legal entity nominated by Tenderer in the Tenderer Data Sheet included as an Appendix to Section T1 is eligible to Tender.

2.11.2 Where Tenderer’s commercial status, shareholding, name, structure, or organisation alters in any way during the Tender Period, Tenderer shall immediately notify Company of such changes giving full details. Company, at its sole discretion, shall have the right to disqualify the Tender after any of the changes mentioned in this Article have occurred.

2.11.3 All Tenders submitted by a partnership or Joint Venture (JV) shall state the names of the partners in the partnership and the parties in the JV with their respective shares. Where requested, Tenderer shall provide a copy of the JV agreement. Only the nominated authorised representative of the partnership or JV shall sign Tenders. All parties to a JV shall be, jointly and severally, liable for obligations that may arise under the Contract.

2.12 Tenderer Registration

2.12.1 A foreign company wishing to engage in commercial activity in the Sultanate of Oman is required to conform to the registration requirements under Omani Law. A successful Tenderer will be required to submit a copy of the Agency Certificate or the Commercial Registration Certificate, as applicable, issued by the Ministry of Commerce and Industry.

2.12.2 The successful Tenderer or partners in a JV or partnership shall be registered with the Commercial Register of the Ministry of Commerce and Industry in Oman.

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2.12.3 In line with the instructions of Ministry of Oil & Gas, Tenderers shall be registered with Business Gateways in the Joint Supplier Registration System (JSRS). As such, Tenderers if not registered, shall complete their registration with Business Gateways and submit JSRS certificate as part of their technical submission. Refer to the following URL for the registration process. https://www.businessgateways.com

2.13 Base Tenders

2.13.1 Tenderer shall submit a Base Tender.

2.13.2 Company reserves the right to disqualify a Tenderer that does not submit a Base Tender.

2.13.3 Company shall consider that no Base Tender has been submitted if only one Tender is submitted and that Tender contains exceptions or qualifications to the Tender Documents.

2.14 Alternative Tenders

2.14.1 The Tenderer that submitted a Base Tender is welcomed to submit Alternative Tenders where Tenderer identifies benefits for the Company (e.g. costs, quality, local content or safety).

2.14.2 Except for those Alternative Tenders requested by Company and provided for in the Schedule of Rates, Alternative Tenders proposed by Tenderer shall be submitted in a separate identifiable attachment to the Base Tender.

2.14.3 The Alternative Tender(s) shall fully detail all deviations from the Base Tender and list all effects on the Tender Documents including but not limited to the Rates, the execution of the Scope of Work and the Commencement or Termination Date. Only those deviations from the Base Tender as detailed by Tenderer shall be deemed part of an Alternative Tender. All other contract requirements shall remain unaltered.

2.14.4 Company shall have the sole right to accept or reject any offered Alternative Tender.

2.14.5 Company shall not issue information on offered Alternative Tenders to other Tenderers during the Tender Period.

2.15 Validity

2.15.1 The Tender shall be valid for acceptance by Company for a period of ninety (90) days from the Tender Closing Date.

2.16 Tender Bond (Not Applicable)

2.16.1 If stated in the Tender, Tenderers will be required to submit with their Tender Offer a Tender Bond in the sum of 1% of the bid price from a bank registered and operating in Oman in the form provided in section T3.

2.16.2 The Tender Bond shall be valid for ninety (90) calendar days from the latest date for submission of tender.

2.16.3 The Tender Bond of unsuccessful Tenderers will be returned on its expiration or after the awards of the Contract to the successful Tenderer.

2.16.4 The Tender Bond of the successful Tenderer will be discharged after the Tenderer had signed the Contract and furnished the performance bank guarantee.

2.16.5 Tender Bond will be forfeited:

If a Tenderer withdraws his Tender during the period of tender validity specified in the Tender Documents.

In the case of a successful Tenderer, if the Tenderer fails:

- to sign the Contract; and or

- to furnish the Performance Bond.

2.16.6 If the tenderer submit an alternative tender, the one percent (1%) tender bond shall be calculated based on the highest tender value. The wording of the tender bond shall be as per the prescribed “Form of Tender Bond”.

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2.16.7 Tender Bond should be submitted in a separate sealed envelope.

2.17 Acceptance of Tenders

2.17.1 Tenders received after the Tender Closing Date shall not be considered.

2.17.2 Company does not undertake to accept the lowest or any Tender.

2.17.3 Company may invite Tenderer to clarify the Tender. Such invitation shall in no way be construed as a commitment on the part of Company to award a Contract.

2.18 Arithmetical errors

2.18.1 Arithmetical errors are for the risk of Tenderer and shall be corrected as Company sees fit.

2.18.2 Company has the right to either accept the error or to invite Tenderer to commercially clarify the Tenders containing the arithmetical errors.

2.19 Letter of Award and Signing of the Contract

2.19.1 Company shall advise the successful Tenderer of the award of the Contract by a letter of award, issue of a SAP Purchase Order or otherwise.

2.19.2 As soon as possible after the confirmation included in Article 2.18.1 above, the Contract or Purchase Order shall be executed by Company and Tenderer.

2.19.3 Any delay in signing the Contract or Purchase Order shall not relieve the Tenderer from its obligation to deliver the Materials or commence or complete the Scope of Work in line with the Contract requirements.

2.20 Publication of Tenders and Awards

2.20.1 Company reserves the right, at its sole discretion, to publicly announce and or publish the overall Tender evaluation results, ranking and resulting Contract award. This publication will not include disclosure of unit rates or any other detailed breakdown pricing information.

2.21 Withholding Tax

2.21.1 Tenderer shall be responsible for assessing and taking into account in its Tender, Tenderers potential tax liability, including withholding tax liabilities, based on current law and Tenderer’s plans for executing the Contract.

2.21.2 Possible withholding tax deductions shall be made in line with Company’s interpretation of the requirements.

2.22 Notice of Regret or Decline submission of Tender

2.22.1 Where Tenderer does not intend to submit a Tender, Tenderer shall submit a notice of regret identifying reasons for Tenderers withdrawal on or before the Commercial Tender Closing Date.

2.22.2 In the event Tenderer fails to submit a notice of regret and subsequently does not submit a Commercial Tender then Company reserves the right to disqualify Tenderer for future tenders.

2.23 Completion and Modification of Documents

2.23.1 Except as otherwise expressly provided for in the Tender Documents, Tenderer shall insert the data requested in the Tender Documents in the designated location. Under no circumstances shall the Tender Documents be otherwise altered or other data inserted.

2.24 Customs Duties

2.24.1 Company is not in the legal position to grant (temporary) customs duty exemption.

2.25 Design Verification [only for EPC contracts] (Not Applicable)

2.25.1 Company has carried out front end [and detailed] design to prove the viability of the project. The data and drawings generated during this design have been included for information in Section

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C6. It is intended that the design work is used as the basis for engineering and subsequent realisation of the Work.

2.25.2 In the event that it is Tenderer's opinion that the front end [and detailed] design as offered is not constructible, Tenderer shall immediately submit a Clarification Request, outlining areas of concern. Any Clarification Requests to Equipment line up or Equipment data, shall be advised immediately to Company during the Tender Period detailing the reason.

3.0 Submission of Tenders

3.1 The Technical Tender

3.1.1 Where required the Technical Tender shall comprise the information and data required within the Tender Documentation, more specifically in T3 Data to be Provided by Tenderer plus any other details and explanations that the Tenderer considers to be relevant. All data submitted shall be in the form and sequence specified. No reference to pricing information shall be made in a Technical Tender.

3.1.2 The Technical Tender is to evaluate whether the Tenderer has fully assessed and understood the Work, Service or Goods being Tendered.

3.2 The Commercial Tender

3.2.1 The Commercial Tender shall comprise the financial details of a Tender (including the Form of Tender and other commercial information requested in Section T3), which shall conform strictly to the terms of the Tender Documentation as issued to the Tenderers.

3.2.2 The Tenderer shall complete any given Schedule of Prices by inserting rates, prices and percentages as required for each and every item.

3.3 Hard copy (paper) and soft copy (CD) Submission

3.3.1 For the Technical submission, tenderer shall submit two soft copies (CD or flash) except for the form of tender – Technical, which shall be in hard copy.

3.3.2 For the Commercial Submission, the tenderer shall submit one hard copy and one soft copy.

3.3.3 All parts of the Tender submitted in hardcopy or paper form shall be signed by a person authorised to represent and contractually bind Tenderer, shall carry Tenderer’s name and shall bear the stamp of Tenderer.

3.3.4 In the event of conflict or ambiguity between a Tender submitted in electronic format and a Tender submitted in hard copy, the hard copy shall take precedence.

3.3.5 Unless instructed otherwise, Technical and Commercial Proposals shall be submitted in two separate envelopes.

3.3.6 The original Tender shall be marked “ORIGINAL” and one (1) copy marked “COPY”. The tenderer shall enclose the softcopy (CD) within the envelop.

3.4 Marking & Delivery of Tender Submission

3.4.1 Tenders submitted in hardcopy paper form shall be securely wrapped and sealed in plain opaque paper marked with; Tender ref. number, Tender title, Company address and marked F.A.O. of 'Secretary of the Tender Committee’. No other reference, trademark or means of identification shall appear on the packaging.

3.4.2 Tenders shall be delivered no later than 3 p.m. on the Tender Closing Date to the following address:

Oman Gas Company S.A.O.C Building No. 6727- Way No. 4581-Block No. 245 P.O.Box: 799, PC.113 Al Khuwair Sultanate of Oman Tel: +968 24466000

3.4.3 The exterior of the sealed package must not reveal the identity of the tenderer.

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4.0 Appendix 1 - Request for Clarification Sheet

Tender No. OGC/18/2019 – Project Management Effectiveness Audit

Clarification No. …

Tenderer Name Tenderer Reference

Date No. of Pages

Sr. No. Tender Reference (Section, Page no.,

Article no.) Query Response by Company

1

2

3

5

6

7

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T3 Data to be Provided by Tenderer Page 1 of 5

DOCUMENT T – 03

DATA TO BE PROVIDED BY TENDERER

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T3 – Data to be Submitted by Tenderers

The Consultant shall deliver the following as part of the Technical Tender submission:

1 General Requirements:

1.1 Commercial Registration.

Tenderer shall submit photocopy of its Commercial Registration Certificate if it has previously registered with the Ministry of Commerce and Industry (MCI”) provided such certificate is not limited so as to prevent Tenderer from performing this work. If no such certificate is available Tenderer shall supply details of its planned registration. It should be noted that the Contract will not be awarded to any organisation not commercially registered.

1.2 Partnerships and Joint Ventures.

Tenderer shall submit details of Partnerships and Joint Ventures, if available, as described in Document T-02 Instructions to Tenderers.

1.3 Registration with JSRS (Joint Supplier Registration System).

Tenderer shall submit a copy of JSRS certificate of approval.

2 Specific Requirements:

2.1 Team Organisational Structure

The structure shall describe how it will organise its resources in order to best add value to and deliver the services. An Organization chart shall be submitted showing all of the proposed resources and how they interface with other relevant stakeholders.

2.2 Staff Designated positions

2.3 The Tenderer shall submit a description of all proposed senior staff including a summary of the job duties and detailed CV’s. The proposal should contain the CV’s of the proposed Audit Manager and key team members. The bidder should have pool of highly experienced auditors & consultants in the Oil and Gas Industry and professionals with qualifications such as PMP, CIA, etc.

2.4 Previous Experience

The Tenderer shall submit details of previous experience on carrying out similar services. The bidder should have conducted at least three Project Management and Processes Audit Assignments for reputed organizations in Oil & Gas Industry for the last 5 years. The bidder should attach at least three (3) references from past or current clients from Oil & Gas Industry.

2.5 Pilot for Web Tools and Reconciliation Tool.

2.6 Project Plan including all phases of the audit assignments with timelines.

It is required that response to the proposal should also include following;

2.6.1 Contractor’s plan and approach to knowledge transfer to OGC as they perform Project Management audit.

2.6.2 Approach on how to enable OGC team to observe Project Management review activities

2.6.3 Details on how to reproduce Engineering/Projects review checklists, evidences and POC’s on Project Management vulnerabilities identified

2.6.4 Sharing of audit work papers, walk through and references

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3 Tender Evaluation Criteria:

3.1 Part A Mandatory Criteria

Criteria Pass Fail Project Staffing and Experience requirements are fully provided by the bidder as per tender documents/RFP along with availability of qualified personnel.Bidder has conducted 3 or more Project Management or related Audits in Oil & Gas Industry in last 5 years.Bidder confirmation on signing a non-disclosure agreement/standard Company Confidentiality Agreement and QHSE requirement while signing the contract.Bidder is not or has not for the past two year participated or been involved directly in project Management related activities with OGC, including manpower supply.Bidder confirmation on signing an undertaking that consultants working on the engagement shall not change without prior approval from OGC. If there is a requirement of change of consultant, it shall be done keeping in mind that project timeline does not suffer.

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3.2 Part B - Detailed Evaluation Criteria

Areas To be assist Assessment Criteria ScoreWeightage %

Awarded Score

Final scoring points

Methodology and Approach (Planning, Fieldwork, Reporting)

Bidder adopts Unknown Methodology

1

30%

Bidder adopts internationally reputable methodology but proposal documents lack detailed representation of approach

3

Bidder adopts methodologies in line with IIA and/or known methodologies

5

Compliance & understanding of scope

The bidder has not submitted a complete proposal, without appropriate details provided as per Tender Documents.

0

15%

The bidder has submitted a complete proposal but some details have not been provided as per Tender Documents

3

The bidder has submitted a complete proposal and all details have been provided as per Tender Documents

5

Oil and Gas Industry Experience / References

Bidder has less than 5 years of work experience with oil and gas companies, and the References provided do not match with requirements of this audit

1

20%

Bidder has 5 or more years of work experience with oil and gas companies but the References provided do not match with requirements of this audit for three references

3

Bidder has 5 or more years of work experience with oil and gas companies and the References provided match with requirements of this audit for three or more references

5

The CVs are provided but the personnel do not match with the requirements of this audit

0 25%

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Strength of personnel deployed

The CVs are provided but the personnel partially meet the requirements of this audit

3

The CVs provided are of personnel with more than the additional knowledge/ expertise required for the audit

5

Scheduling & Execution (Schedule and completion period)

Scheduling & Execution requirements are not provided by the bidder or completion period exceeds 9 months.

0

10%

Scheduling & Execution requirements are provided but completion period is 6 or more months.

3

Scheduling & Execution requirements are provided and completion period is within 3 to 6 months

5

Total 100% 100

Consultant shall submit documents that meets all the requirements outlined in the above sections.

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C1 Form of Agreement Page 1 of 5

DOCUMENT C-1

FORM OF AGREEMENT

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Form of Agreement

This Contract is made on [XXX] day of [Month] 2019 between:-

OMAN GAS COMPANY S.A.O.C. a closed joint stock company, incorporated in the Sultanate of Oman under registration number 1/64413 and whose address is P.O. Box 799, Postal Code 133, Al-Khuwair, Sultanate of Oman (the “Company”), and

[Insert Consultant name] a company, incorporated in under registration number CR.No. xxxxxxxx and whose Head Office is at xxxxxx, P.O. Box No. xxx, Postal Code No. xxxx, xxxxxxx, Sultanate of Oman (the “Consultant ”)

WHEREAS :

A. The Company requires the Consultant to provide the Services in accordance with the terms and

conditions of this Contract for “Project Management Effectiveness Audit”

and,

B. The Consultant represents and warrants that it is willing and able to provide such services in accordance with the requirements of the Contract;

NOW THEREFORE THE PARTIES HERETO AGREE AS FOLLOWS:

1. The Company hereby unconditionally appoints [Company appointed person], [Designation] as the

Contract Holder having the authorities set forth in General Conditions (Schedule C-3).

2. The Consultant hereby unconditionally appoints [Consultant appointed person], [Designation] as

the Contract Manager having the authorities set forth in General Conditions (Schedule C-3).

3. In this Contract and Schedules thereto, words and expressions shall have the meanings set out

in General Conditions (Schedule C-3) and other Schedules of the Contract.

4. The Services shall be carried out by the Consultant in accordance with the following Schedules

which, together with any documents incorporated by reference therein, shall form the Contract:

Schedule C-1 Form of Agreement

Schedule C-2 Special Conditions

Schedule C-3 General Conditions

Schedule C-4 Scope of Work

Schedule C-5 Schedule of Price Preambles

The Consultant hereby declares to have full knowledge and understanding of the content of all

documents whether contained or referred to in the Contract.

5. The documents forming part of the Agreement shall be taken as mutually explanatory and

complementary. In case of any conflict or contradiction, and unless otherwise provided for in the

Agreement, the order of priority of the Sections forming the Agreement shall be as that given in

item 4 herein.

6. Provided the Consultant performs and completes the Services in accordance with the provisions

and requirements of the Contract, the Company shall pay or shall cause to pay the Consultant in

exchange and in consideration thereof, the Contract Value in accordance with the provisions of

the Contract and in the manner set out in Schedules of Prices (Schedule C-5)

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7. The Parties agree that this Contract shall commence on the date of award letter (or such other

date as mutually agreed in writing between both the Parties) and shall end on the Expiry Date, or

date of the Final Acceptance Certificate issued by Company unless terminated earlier in

accordance with the terms of the Contract. (Schedule C-3)

8. Company shall have the right to extend the Contract, by changing the Expiry Date, taking into

account the extension notice period, on the same terms and conditions, as provided for in

Appendix 1 herein

9. The Consultant shall, in accordance with the General Conditions (Schedule C-3), provide the

Company with a Performance Bond in the Company approved format (Schedule C-2)

10. The Contract constitutes the entire agreement between the Parties and supersedes all prior

negotiations, representations, warranties and agreements related to the Contract, whether written

or oral. All other terms and conditions, including but not limited to Consultant 's general terms and

conditions, if any, are explicitly rejected and shall not be applicable to the Services or form part of

the Contract.

11. No amendments to the Contract shall be effective, unless evidenced in writing and duly signed by

the authorized representative of the Parties

12. The Consultant agrees that this Contract is not evidence of an exclusive arrangement and that

the Company may purchase similar Work and/or Services from Consultant s other than the

Consultant .

13. Any notice by either Party to the other concerning the Contract shall be given in accordance with

the General Conditions (Schedule C-3) at the following address:-

Consultant Address xxxxxxxxxxxxxxxxxx

Telephone No. +968 xxxxxxx

Fax. No. +968 xxxxxxx

Company Address Oman Gas Company,

P.O. Box 799, Postal Code 133

Al Khuwair, Sultanate of Oman

Telephone No. +968 24466000

Fax. No. +968 24469000

14. The applicable law and arbitration shall be as set out in the General Conditions (Schedule C-3) of

Contract.

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IN WITNESS WHEREOF the parties have executed this Contract in duplicate:

For: Oman Gas Company S.A.O.C .(the ‘’Company’’)

Signature

Name

Position:

Date:

For: ………………………..…………… .(the ‘’Consultant ’’)

Signature

Name

Position:

Date:

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Appendix to the Form of Agreement:

1. Start Date Within 2 weeks from date of Letter of Award

2. Expiry Date Six Months from start date

3. Contract Price …………………

4. Payment Terms 45 days

5. Penalties for Delay Refer C5,Schedule Item 4. C – Penalty

6 Advance Payment Not Applicable

7. Performance Bond OMR 3,000

8. Company Contract Holder ……………………….

9. Consultant ’s Contract Manager ………………………..

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C2 Special Conditions & Addenda Page 1 of 5

C 2 – Special Conditions and Addenda

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1. SPECIAL CONDITIONS

1.1. General

The General Conditions can only be amended by the Special Conditions; the Parties shall ensure

that all amendments to the General Conditions are incorporated within these Special Conditions.

1.2. Performance Bond (Appendix-1)

Contractor shall at its sole expense procure a performance bond in the format as Appendix 1, that

shall be issued by a reputable bank in Oman, as approved by Company, in the form stipulated in

the Contract and for the sum equal to 5% of the Contract Price.

The performance bond shall come into effect within ten (10) days from the Effective Date and

shall be valid for the period stipulated by Company below. In no event shall Company be obliged

to make any payments to Contractor under the Contract before having received the duly signed

performance bond.

Contractor shall at its sole expense ensure that the performance bond is amended periodically to

reflect any approved increase in the Contract Price or extension of the Completion Date or the

Warranty Period and shall submit the revised original of such document to Company.

In the event Contractor defaults or otherwise fails to perform an obligation under the Contract

and, having been given written notice of such default by Company, Contractor fails to remedy

such default within a specified or reasonable duration, Company shall have the right, to call on

the performance bond to recover the costs incurred by Company due to Contractor’s default.

2. ADDENDA/CIRCULARS

To the extent that an Addenda amends or varies any Section forming part of the Contract such

Addenda shall have effect as if it was contained in, and formed part of, that Section. In the event

of any conflict or contradiction between the provisions of any Addenda and the Section which is

amended or varied by such Addenda the provisions of the Addenda shall prevail. In the event of

conflict or contradiction between Addendum then the Addenda bearing the later date shall prevail.

2.1. Circular/Addendum No 1 (Ref: … /…. /…. )

Refer to pages No. …….. to ……… attached

2.2. Circular/Addendum No 2 (Ref: … /…. /…. )


(Add as applicable)

3. POST TENDER CLARIFICATIONS

3.1. Request for Post Tender Clarification No 1 (Ref: … /…. /…. )


Contractor’s Post Tender Clarification No 1 (Ref: … /…. /…. )


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3.2. Request for Post Tender Clarification No 2 (Ref: … /…. /…. )


Contractor’s Post Tender Clarification No 2 (Ref: … /…. /…. )


(Add as applicable)

4. LETTER OF AWARD

Letter of Award referenced ……………… dated ……………..


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Appendix 1 - Performance Bond

TO BE ISSUED BY A BANK OPERATING IN OMAN

To: Oman Gas Company SAOC

From: (Issuing Bank)

Date: [ ]

1. At the request of [ ] (the "Contractor") we hereby issue our irrevocable guarantee no. [ ] (this “Performance Bond”) in favour of Oman Gas Company SAOC (“the Company”) for an aggregate amount of R.O. [ ].

2. We have been informed that this Performance Bond relates to the performance of a Contract dated [ ] entered into between [ ] the Contractor and the Company for the performance of

Work and services namely the Project Management Effectiveness Audit the “Contract”).

3. We the undersigned bank irrevocably and unconditionally guarantee to pay the Company as beneficiary under this Performance Bond forthwith upon the failure by the Contractor to fulfill any of the conditions of the Contract as determined by you in your absolute judgment, on the first written demand by you stating that the Contractor has failed to perform all or any of its respective obligations under the Contract in accordance with the terms thereof, the amount or amounts mentioned in the said demand up to but in any event not exceeding in aggregate R.O.[ ] which constitutes 5 per cent of the Contract Price. Such demand will be accepted by us as conclusive evidence that the amount claimed is due to you, without any proof or procedure.

4. If the Company makes any partial draw under this Performance Bond, the balance of the amount specified in paragraph 1 above may be drawn by the Company in one or more draws.

5. The Performance Bond shall be valid until the date of issue to us from the Company of a certified true copy of the Final Completion Certificate as defined in the Contract. When the validity period of this Performance Payment Bond has expired, it must be returned to us for cancellation, but we shall be released from any further obligation hereunder even if, in breach of this provision, that return has not taken place. Such release will be without prejudice to any liability under this Performance Payment Bond which arose prior to such date.

6. Any payment by us hereunder shall be in immediately available and freely transferable funds free and clear of and without any deduction, withholding, set-off or counterclaim whatsoever for or on account of any present or future taxes, levies, imposts, duties, charges, fees, set off, counterclaims, deductions or withholdings of any nature whatsoever and by whomsoever imposed.

7. Our obligations hereunder are of a continuing nature, constitute direct, primary, irrevocable and unconditional obligations, shall not require any previous notice to or claim against the Contractor and shall not be discharged or otherwise prejudiced or adversely affected by:

(i) any time, indulgence, waiver, concession or forbearance which you may grant to the Contractor or any neglect by you in enforcing any right of action or remedy you may have against the Contractor under the Contract;

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(ii) any amendment, modification or extension which may be made to the Contract or the works performed thereunder or any suspension of such works;

(iii) any intermediate payment or other satisfaction made by us;

(iv) any change in the constitution or organisation of the Contractor;

(v) any termination of the Contract or of the employment of the Contractor;

(vi) any other bond, security or guarantee held or obtained by you for any of the obligations of the Contractor under the Contract or any release or waiver thereof;

(vii) any act or omission of the Contractor pursuant to any other arrangement with ourselves;

(viii) any defences, claims or cross-claims which may be available to the Contractor; or

(ix) any other matter or thing which in the absence of this provision would or might have that effect except a discharge or amendment of this Performance Bond expressly made or agreed to by you in writing.

8. Any notice hereunder shall be deemed to be duly given when delivered (in the case of personal delivery) or 48 hours after being despatched by prepaid registered post or recorded delivery (in the case of letter) to our address appearing on this Performance Bond or such other address as we may notify to you by not less than five business days prior written notice.

9. Without increasing the limit of our liability hereunder the benefit of this Performance Bond may be assigned by you as you may think fit to the agent for and on behalf of any financial institutions and export credit agencies which have agreed to extend credit and guarantee facilities to you in connection with the Contract. Prior to any such assignment you shall notify us in writing with the relevant details of the assignee.

10. This Performance Bond shall be governed by and shall be construed in accordance with the laws of the Sultanate of Oman and the Guarantor submits to the non-exclusive jurisdiction of the Commercial Court in Oman.

Executed by (Name of Issuing Bank)

Acting by its duly authorised signatory.

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General Conditions for Service Contracts – Page 1 of 41

Document C3

General Conditions

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CONTENTS

ARTICLE - 1. Definitions ......................................................................................................................... 3 ARTICLE - 2. Interpretation of the Contract .......................................................................................... 7 ARTICLE - 3. Services ............................................................................................................................. 8 ARTICLE - 4. Progress of the Services and Delay ................................................................................. 12 ARTICLE - 5. Force Majeure ................................................................................................................. 16 ARTICLE - 6. Instructions and Variations to Contract.......................................................................... 16 ARTICLE - 7. Equipment and Materials ............................................................................................... 18 ARTICLE - 8. Inspection and Testing .................................................................................................... 20 ARTICLE - 9. Suspension and Termination .......................................................................................... 21 ARTICLE - 10. Rates and Payment ......................................................................................................... 25 ARTICLE - 11. Duties and Taxes ............................................................................................................. 26 ARTICLE - 12. Right to Audit .................................................................................................................. 27 ARTICLE - 13. Omanisation & In Country Value .................................................................................... 28 ARTICLE - 14. Health, Safety and Environment ..................................................................................... 28 ARTICLE - 15. Liabilities and Indemnification ........................................................................................ 29 ARTICLE - 16. Insurance by Contractor ................................................................................................. 30 ARTICLE - 17. Representatives of The Parties ....................................................................................... 32 ARTICLE - 18. Subcontractors and Manufacturers ................................................................................ 32 ARTICLE - 19. Contractor Personnel ...................................................................................................... 33 ARTICLE - 20. Laws, Permits and Regulations ....................................................................................... 34 ARTICLE - 21. Ownership, Patents and Proprietary Rights ................................................................... 34 ARTICLE - 22. Confidentiality ................................................................................................................ 37 ARTICLE - 23. Business Ethics and Principles ........................................................................................ 38 ARTICLE - 24. Claims .............................................................................................................................. 38 ARTICLE - 25. Assignment ..................................................................................................................... 39 ARTICLE - 26. Applicable Law and Dispute Resolution ......................................................................... 39 ARTICLE - 27. Notices ............................................................................................................................ 40 ARTICLE - 28. Expenses ......................................................................................................................... 40 ARTICLE - 29. No Waiver ....................................................................................................................... 41 ARTICLE - 30. Independent Contractor ................................................................................................. 41

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ARTICLE - 1. DEFINITIONS

The following definitions shall apply to the General Conditions and, unless the context requires otherwise, to the other sections forming part of the Contract.

1.1. Affiliates

Shall mean:

In respect of Company

Any corporations, partnerships, trusts, or other entities which have a direct or indirect ownership interest in Company.

In respect of each of Contractor or Subcontractor, Other Contractor

Any corporations, partnerships, trusts, or other entities which are:

a) more than 50% owned by Contractor, Subcontractor or Other Contractor, as the case may be, or

b) owners directly or indirectly of more than 50% of Contractor, Subcontractor or Other Contractor, or

c) more than 50% owned directly or indirectly by the same entity which owns Contractor, Subcontractor or Other Contractor.

1.2. Associated Companies

Shall mean an ultimate holding company of any Company Affiliates and the subsidiaries in any tier in the chain of ownership of such ultimate holding companies where the immediate parent company has a controlling interest or an ownership interest of fifty percent (50%) or more.

1.3. Capital Area

Shall mean all locations in the area known as Governate of Muscat in the Sultanate of Oman.

1.4. Company Group

Shall mean Company and Company Affiliates and their respective directors, officers and employees (including agency personnel), but shall not include any member of Contractor Group.

1.5. Company Personnel

Shall mean all individuals, whether employees or not, engaged on the Work by Company.

1.6. Company Provided Items

Shall mean those goods, equipment, tools, consumables, products, or items for the Services provided by Company or on behalf of Company pursuant to the terms of this Contract or by Instructions issued by Company.

1.7. Confidential Information

Shall mean all knowledge, data or information acquired by Contractor from, or disclosed to Contractor by Company, or on behalf of Company, in connection with the Services in writing, drawings, magnetic tapes, computer programs or in any other way, as well as all knowledge, data or information derived there from, to the extent that such knowledge, data or information at the time of such acquisition or disclosure is not either already in the unrestricted possession of Contractor or part of public knowledge or literature.

1.8. Confidential Record

Shall mean all documents and any other material containing Confidential Information.

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1.9. Consequential Loss

Shall mean indirect losses and/or loss of production, loss of product, loss of opportunity, loss of use and loss of revenue, profit or anticipated profit and/or any indirect or consequential loss under Law, arising from or related to the performance of the Contract and whether or not any such losses were foreseeable at the time of entering into the Contract.

1.10. Contract Dates

1.10.1. Commencement Date:

Shall mean the date stipulated in the Form of Agreement (Section C-1) after which Contractor shall be ready to commence performance of the Services. If no date has been stipulated in the Contract, the Commencement Date shall be the Effective Date.

1.10.2. Effective Date:

Shall mean the date, on which the Contract was awarded or is signed by both parties, whichever is earlier.

1.10.3. Expiry Date:

Shall mean the date, stipulated in the Form of Agreement (Section C-1), on which the Operational Period shall expire.

1.11. Contract Holder

Shall mean the person appointed as such by Company and named as such in the Contract, having the authorities set forth in the Article headed “Representatives of the Parties”.

1.12. Contract Manager

Shall mean the person appointed by Contractor and named as such in the Contract, having the authorities set forth in the Article headed “Representatives of the Parties”.

1.13. Facilities

Shall mean any of Contractor's, Subcontractor's offices, bases, yards, warehouses, workshops, laboratories, camps or other installation or facility required to provide the Services.

1.14. Contractor Group

Shall mean Contractor and its Affiliates, its Subcontractor and their Affiliates, its and their respective directors, officers and employees (including agency personnel), of the aforesaid, but shall not include any member of Company Group. Contractor Group shall also mean subcontractors (of any tier) of Subcontractors who are performing Services at any Site, their Affiliates, their directors, officers and employees (including any agency personnel).

1.15. Contractor Personnel

Shall mean all individuals, whether employees or not, engaged on the Services by Contractor or any Subcontractor.

1.16. Contract Price

Shall mean the price payable by Company to Contractor for completion of the Services pursuant to the provisions of the Contract, calculated in accordance with the Schedule of Rates (Section C-5).

1.17. Days

Shall mean Gregorian calendar days, unless otherwise stated in the Contract. When the term business Day is used, it shall mean a Day which is not a weekend or official public holiday in Muscat, Oman.

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1.18. Documents

Shall mean all drawings, calculations, computer software (programs), patterns, models, operation and maintenance manuals and all other manuals and information of whatever nature submitted by Contractor

1.19. Emergency

Emergency shall mean any situation where any fire, blow-out, cratering or uncontrolled flow of reservoir fluid occurs or where a life-threatening situation occurs, regardless of cause.

1.20. Equipment

Shall mean those goods, equipment, tools, consumables, spare parts, temporary works or utilities and constructions and such other items of a temporary or permanent nature as are required to execute the Services.

1.21. Foreign Products

Shall mean all Materials which are not National Products or Products of GCC Origin.

1.22. Inclement Weather

Shall mean exceptionally adverse weather conditions which could not reasonably have been foreseen by an experienced contractor and which materially affects the regular progress of the Services in accordance with the time schedule.

1.23. Instruction

Shall mean written communication issued by Company in accordance with the Article headed "Instruction and Variations to Contract".

1.24. Interior

Shall mean all locations in the Sultanate of Oman outside the Capital Area.

1.25. Key Personnel

Shall mean Contractor Personnel occupying positions defined in the Contract as being Key Personnel.

1.26. Law

Shall mean any law, legislation, act, regulation, rule, by-law, order, proclamation, decree, ordinance, directive or code which is issued in the Sultanate of Oman by any government authority empowered to enact it, which is in force or which may come into force during the Contract, and includes any re-enactment or amendment thereof for the time being in force.

1.27. Lien

Shall mean a charge or claim by one party on the property of another as security for the payment of a debt or duty.

1.28. Manufacturer or Vendor

Shall mean the person or company which completes the manufacture and/or assembly of Materials.

1.29. Materials

Shall mean those goods, equipment, tools, consumables, products or items for the Services supplied by Contractor required as part of the Services which become Company’s property as part of the Services.

1.30. National Products

Shall mean all products entirely produced in the Sultanate of Oman.

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1.31. Notices

Shall mean instructions, notifications, agreements, authorisations, acceptance, approvals and acknowledgements related to the Contract, issued in accordance with the Article headed "Notices".

1.32. Omanisation, Omanise and Omanised position

Shall mean the complete and permanent transfer, of a position of employment to an Omani national. Omanisation of any position, or an Omanised position shall not be deemed complete until training has been finalised and relevant expatriate Personnel, to be transferred from the position, has forfeited all duties and responsibilities for the position.

1.33. Operating Area

Shall mean all of Company’s operational areas in the Country of Operation.

1.34. Operational Period

Shall mean the period, stipulated in the Form of Agreement (Section C-1), between the Commencement Date and the Expiry Date or the termination of this Contract (whichever occurs first) during which Contractor shall perform the Services.

1.35. Other Contractor

Shall mean any party to any direct contract or agreement with Company to perform any work or services at the Site but shall not include any member of Contractor Group or Company Group.

1.36. Other Contractor Group

Shall mean Other Contractor and its Affiliates, its subcontractors (of any tier) and their Affiliates, its and their respective directors, officers and employees (including agency personnel), but shall not include any member of Company Group or Contractor Group.

1.37. Products of GCC Origin

Shall mean all products of which the added value resulting from production in one of the member states of the Gulf Co-operation Council is not less than 40% of the final value of such products on completion of production.

1.38. Purchase Order

Shall mean an order issued in writing by Company at any time during the Operational Period instructing Contractor to perform the Services within the time frame specified in the order.

If the term Call Off, Call-Out, Job, Job Order, for Services Order, Work Order or similar terms appear in the Contract, they shall have the same meaning as Purchase Order, unless the context requires otherwise.

1.39. Rates

Prices given in the Contract (Section 5 - Schedule of Rates) which will become due to Contractor upon completion of stated activities, as and when those activities have been instructed by Company.

1.40. Services

Shall mean all work and services or other obligations which Contractor shall perform or cause to be performed or which may be otherwise required under the Contract. If the term Work appears in the Contract, it shall have the same meaning as Services, unless the context requires otherwise.

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1.41. Site

Shall mean all premises, areas, lands, waters and other places where the Services or activities in connection with the Services are performed including; offices, workshops, camps or messing facilities for Contractor Personnel and places where Equipment or Materials are being obtained, stored or used for the purposes of the Contract.

1.42. Subcontract

Shall mean a contract or purchase order placed by Contractor or any Subcontractor for the performance of any part of the Services.

1.43. Subcontractor

Shall mean any party to whom any part of the Services has been subcontracted, whether by Contractor, by a subcontractor of Contractor, or by a subcontractor of a subcontractor.

1.44. Subrogation

Shall mean the principle under which an insurer that has paid a loss under an insurance policy is entitled to all the rights and remedies belonging to the insured against a Third Party with respect to any loss covered by the policy.

1.45. Technical Information

Shall mean all design data, design standards, calculations, drawings, specifications, and such other information as referred to in the Contract, to be provided by or caused to be provided by or on behalf of Company pursuant to the Contract.

1.46. Third Party

Shall mean any party other than Company Group or Contractor Group.

1.47. Variation to Contract

Shall mean any alteration or amendment to the Contract agreed by Company and Contractor in writing and in accordance with the Procedures for Contractors.

1.48. Warranty Period

Shall mean the period during which Contractor shall be liable to Company for any Services for which a certificate of Acceptance has been issued by Company in accordance with Article headed “Warranty for the Services” and in the Article headed “Inspection and Testing”.

ARTICLE - 2. INTERPRETATION OF THE CONTRACT

2.1. Interpretation

2.1.1. All correspondence, documentation and discussion related to the Contract and the Services shall be in the English language, unless specifically requested otherwise by Company and shall be in writing.

2.1.2. Unless a reference to an Article specifies a heading, title or a particular number then such reference shall be deemed to be to the same Article of the Contract within which the reference appears. Reference to a clause shall be interpreted in the same way.

2.1.3. No heading, index, title, subtitle, subheading or marginal note of the Contract shall limit, alter or affect the meaning or operation of the Contract.

2.1.4. Words importing the singular include the plural and vice versa where the context so requires.

2.1.5. In the Contract, unless the context indicates otherwise:

a) references to time are to the local time in the Sultanate of Oman;

b) where time is to be reckoned by reference to a day or event, that day or the day of that event is excluded; and

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c) if the time for giving any Notice, issuing any certificate or Acceptance, making any payment or doing any other act required or permitted by the Contract, falls on a day which is not a business Day, then the time for giving the Notice, issuing the certificate or Acceptance, making payment or doing the other act will be taken to be on the next business Day.

2.1.6. In the event of an inconsistency within a term or provision of the Contract, or when interpreting the application of a term or provision of this Contract, the relevant term or provision shall not be interpreted in a manner contrary to the interests of a party solely on the basis that the Contract or the relevant term or provision in question was put forward or drafted by or on behalf of that party.

2.1.7. Subject to any express provision in the Contract to the contrary:

a) a provision of the Contract which says that Company "may" do or not do something is not to be construed as imposing an obligation on Company to do or not do that thing; and

b) there will be no procedural or substantive limitation upon the manner in which Company may exercise any discretion, power or entitlement conferred by this Contract.

Without limiting the previous paragraphs, Company shall not be under any obligation to exercise any such discretion, power or entitlement, for the benefit of Contractor which in any way limits the express words used in the provision of this Contract conferring the discretion, power or entitlement in favour of Company.

2.2. Effect of illegality

2.2.1. If any provision of the Contract proves unenforceable because it is contrary to any mandatory rule of law, the validity of the remaining provisions of the Contract will in no way be affected. In such case, the parties shall be bound to perform as intended by the affected provision as closely as possible without infringing any mandatory rule of law.

ARTICLE - 3. SERVICES

3.1. Services and workmanship

3.1.1. Contractor shall perform the Services, as set out in more detail in Section C-4 (Scope of Services) or elsewhere in the Contract, including all Variations to Contract and in strict accordance with the Contract and shall comply with and adhere strictly to Company's Instructions.

3.1.2. Contractor shall, subject to the provisions of the Contract, carry out the Services and provide all Contractor Personnel, Equipment and Materials, (including the supervision thereof), required for the Services with due care and diligence.

3.1.3. Contractor shall execute and shall ensure that its Subcontractors and their subcontractors execute the Services in a proper, workmanlike manner with properly equipped facilities and in accordance with the specifications and standards given in the Contract and in accordance with recognised good modern oil and gas practice, and with the skill to be expected of a reputable contractor experienced in the types of work to be carried out under the Contract.

3.1.4. Contractor represents that it has the experience, skills, knowledge, expertise and capability (including sufficient and competent supervisory and other Contractor Personnel) and all necessary facilities and resources to efficiently and expeditiously perform the Services in accordance with the Contract and that it shall provide such expertise, skills, knowledge, capability, facilities and resources.

3.1.5. In the event that Contractor provides any Materials or Equipment for which there is no detailed specification included in the Contract and /or any related Purchase Order then these Materials or Equipment shall be new or as new, of good quality and workmanship and fit for the intended purpose required under the Contract and related Purchase Order.

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3.1.6. No review, consent, approval, acceptance or acknowledgement by Company shall relieve Contractor from any liability or obligation under the Contract.

3.2. Supervision by Contractor

3.2.1. Contractor shall provide all necessary supervision during the performance of the Services. Such supervision shall be given by competent persons having adequate knowledge of the operations to be carried out (including the methods and techniques required, the hazards likely to be encountered and the methods of preventing accidents) as may be required for the satisfactory performance of the Services.

3.2.2. Contractor shall execute the Services in strict accordance with the Contract to the satisfaction of Company and shall comply with and adhere strictly to Company's Instructions and directions on any matter concerning the Services.

3.3. Protection of Company's interests

3.3.1. Contractor shall at all times perform the Services in such a manner as will safeguard and protect Company's interests and take all necessary steps to prevent abuse or uneconomical use of Materials, Equipment or Company Provided Items.

3.3.2. Where Company or other contractors of Company are working on the Site then Contractor shall liaise with these other contractors to mitigate any effect or potential effect on the execution and progress of the Services.

3.4. Information for the Services

3.4.1. Contractor shall be deemed to have satisfied itself, before entering into the Contract as to the extent and nature of the Services, including but not limited to all information which may be needed to perform the Services in accordance with the Contract, the character of the Services, local conditions and facilities, safety requirements, employment and industrial matters and all other circumstances that may influence or affect the progress or performance of the Contract.

3.4.2. Contractor shall immediately inform Company in writing if it has insufficient information to commence or proceed with the Services.

3.4.3. Contractor shall be deemed to have obtained all necessary information as to risks, contingencies and all other circumstances that may influence or affect the performance of the Contract.

3.5. Knowledge of the Site

3.5.1. Contractor warrants to have inspected and examined, prior to the Effective Date, the Site, its surroundings and information available in connection therewith and to have satisfied itself as to the form and nature of the Site including the sub-surface conditions, the hydrological and climatic conditions (which includes heavy rainfall and floods and heavy sandstorms/ dust storm which may occur from time to time and which could result in the Site and roads becoming temporarily inaccessible or impassable), the extent and nature of all things necessary for the completion of the Services, the means of access to the Site and the accommodation Contractor may require.

3.5.2. Contractor's undertaking to carry out the Services for the Rates shall be deemed to be based on and made in the light of all above data and conditions and all criteria of design which Company has required Contractor to undertake in carrying out the Services.

3.5.3. Contractor shall verify and endorse the accuracy of any sub-soil information included in the Contract. If the Contractor shall fail to verify and endorse the said information for whatever reason, the Contractor will be deemed to have done so and to have accepted liability therefore.

3.5.4. If during the execution of the Services Contractor shall encounter artificial physical obstructions which could not, in the opinion of Company, have been reasonably foreseen by an experienced contractor, Contractor shall forthwith give written notice thereof to Company and Company shall reimburse the additional expense to which Contractor shall have been put by reason of such obstructions.

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3.6. Cleanliness of the Site

3.6.1. Contractor shall ensure that accumulations of debris, waste material and rubbish on the Site are kept to a minimum and are frequently removed from the Site or removed at the request of Company.

3.6.2. Upon completion of the Services or Purchase Order at any given location Contractor shall leave the Site in a clean and orderly condition with nothing left buried or hidden. Contractor’s representative or Contractor’s Site representative shall remain at the Site until all restoration and cleaning work has been carried out to the satisfaction of Company.

3.7. Use of explosives

3.7.1. Under no circumstances will the use of explosives be permitted unless the use thereof has been provided for in the Contract or Company's written approval has been obtained prior to the use of such explosives.

3.7.2. When the use of explosives is permitted Contractor shall use utmost care not to endanger life or adjacent property, and shall comply with all Laws, rules, and regulations governing the hauling, storing, handling or use of such explosives, including the securing of all necessary permits thereof.

3.8. Support services and facilities provided by Company

3.8.1. Company may provide support services and facilities as expressly stipulated in the Contract. The provision of such services and facilities is made subject to availability and no liability is accepted by Company for delay in connection or interruption in providing such services and facilities howsoever caused.

3.8.2. Unless stated otherwise in the Contract all Company provided support services and facilities shall be charged to Contractor at:

a) net cost where support services and facilities are provided by a Third Party; or

b) applicable internal charge, as established by Company.

3.8.3. Contractor shall be responsible for establishing the level and method of charge to be applied for any Company provided support services or facility prior to its provision.

3.9. Call-Off / Purchase Order

3.9.1. If the Services include provisions on Call Offs, Company shall have the right to order Services on a Call Off basis by issuing a Purchase Order and Contractor shall perform such Service in accordance with the Contract and time schedule specified in the Purchase Order.

3.9.2. Company shall have the right to modify or extend the Services specified in a Purchase Order at any time by means of a revision to a Purchase Order.

3.9.3. Notwithstanding the expiry or early termination of the Contract, Contractor shall not abandon any Services in progress and shall complete such Services in accordance with Company's Instructions. The terms and conditions of the Contract shall remain in full force and effect during the period required to complete these Services.

3.9.4. Company does not guarantee any minimum quantity of Call Off, nor does Company undertake to exclusively use Contractor for the performance of Call Off Services.

3.10. Design and Documents by Contractor

3.10.1. Contractor shall carry out and be responsible for, the design of the Services, and to the extent required by the Contract, such design shall be included as part of the Services. Design shall be completed to the requirements laid down in the Contract. Where such requirements are not detailed in the Contract then Contractor shall be required to complete the design on a “fit for its intended purpose” basis to industry accepted standards and to the extent required by the Contract.

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3.10.2. Contractor warrants that, its designers and design Subcontractors have the experience and capability necessary to perform the design Services. Contractor undertakes that the designers shall be available to attend discussions with Company at all reasonable times during the term of the Contract.

3.10.3. Contractor shall prepare Documents in sufficient detail to satisfy all regulatory approvals and applicable Laws, to provide suppliers and construction personnel with sufficient instruction to execute the required work and to describe the operation of the completed Services. Company shall have the right to review and inspect preparation of Documents wherever they are prepared.

3.10.4. Documents shall, when considered ready for use, be submitted by Contractor to Company for review. Unless stated otherwise such review period shall not exceed twenty-one (21) Days from the receipt of Documents by Company. If Company fails to respond within this twenty-one (21) Day period without reason, the Documents shall be deemed to have been accepted by Company.

3.10.5. If Company instructs that further Documents are necessary for carrying out the Services, Contractor, upon receiving Company’s Instruction, shall prepare such Documents.

3.10.6. Acceptance, consent or approval by Company of the design or any Documents in no way relieves Contractor from the requirement to satisfy itself as to the suitability and capacity of the design and to satisfactorily execute and complete the Services in accordance with the Contract.

3.11. Company’s Right of Substitution

3.11.1. If, in the opinion of Company, any Services or remedial action of Services is required, for one or more of the following:-

a) as a result of an Emergency;

b) to ensure the progress of Services, in accordance with the Contract;

c) to remedy Contractor’s default; or

d) to facilitate the progress of work or services being performed by Other Contractors,

Company shall, as soon as reasonably required after the occurrence of any such event described above notify Contractor, which notice shall be confirmed in writing no later than three (3) business Days after providing such notice (in the event that written notice is not provided in the first instance).

3.11.2. If Contractor is unable or unwilling or fails to execute such Services or remedial action, or delays unreasonably in doing so, then Company may carry out or engage Other Contractors, employees or Third Parties to carry out any such Services or remedial action which it considers necessary and/or utilise such Equipment as it requires to carry out such remedial action. In such case Company shall be responsible for the operation of such Equipment, and be liable for any loss of or damage to such Equipment. Company shall provide written notice to Contractor of its intention to exercise its rights under this Article.

3.11.3. If the Services or remedial action so carried out by Company in accordance with the above was Contractor's responsibility, then Company shall not pay Contractor for the Service and, in addition, Contractor shall be liable for any costs reasonably incurred by Company (including for the Services performed by Third Parties or Other Contractors) in excess of the costs that would have been payable by Company had Contractor complied with its obligations. Such costs shall be a debt due and payable by Contractor upon written demand from Company to Contractor.

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3.12. Omissions, error and ambiguities

3.12.1. Contractor shall check and verify any information obtained in writing from Company, and shall advise Company of any errors discovered therein. Company shall not be liable for any inaccuracy or insufficiency in the information given to or used by Contractor, except in the event and to the extent that such information is supplied by Company under the Contract and it is clearly impracticable for Contractor to check such information or where the obligation to check is explicitly waived in the Contract.

3.12.2. No omission, error, or other such deficiency in the Contract shall relieve Contractor from its obligations to perform the Services in accordance with standards that reflect good practice in the international oil and gas industry or the industry relevant for the Services.

3.12.3. Contractor shall notify Company in writing of any errors, ambiguities or discrepancies between or within any of the Contract Sections, as and when they are identified. Such deficiencies shall be clarified by Company in writing and by Instruction, if the clarification changes the form, scope, specification, quantity or quality of the Services.

3.12.4. Any error, omission, ambiguity, inconsistency, inadequacy found in the Documents shall be rectified by Contractor promptly when discovered and all resulting defects in the Services shall be remedied. Contractor shall only be entitled to recover any additional costs or payments as a result of an error, omission, ambiguity, inconsistency or inadequacy in the Documents that are attributable to Company and if confirmed by Company by way of a Variation to Contract issued in accordance with the Article headed "Instructions and Variations to Contract".

3.13. Co-operation with Other Contractors

3.13.1. Company may employ Other Contractors to undertake activities associated with the Services or works. Contractor shall co-operate fully and afford these Other Contractors all reasonable access and opportunity for the performance of their activities.

3.13.2. Contractor shall:

a) provide whatever advice, support and co-operation is reasonable to facilitate the due carrying out of the activities of each Other Contractor; and

b) take all reasonable steps to avoid interfering with, disrupting or delaying the activities of Other Contractors.

3.13.3. Contractor shall liaise with Other Contractors to mitigate any effect or potential effect on execution and progress of the Services or Other Contractors’ work.

ARTICLE - 4. PROGRESS OF THE SERVICES AND DELAY

4.1. Progress

Contractor shall perform the Services with due diligence, without delay and, where a time schedule has been agreed, in accordance with such time schedule. Contractor shall keep Company clearly informed on the progress of the Services and shall submit written progress reports where so provided in the Contract or if requested by Company.

4.2. Extension of time

4.2.1. Contractor shall be entitled to an extension of the Expiry Date if and to the extent that it is critically delayed in carrying out and completing its obligations under this Contract in the following circumstances:

a) any delay, impediment or prevention caused by or attributable to Company, its agents, representatives or Other Contractors;

b) encountering artificial physical obstructions at the Site in accordance with Article 3.5.4;

c) Inclement Weather in accordance with Article 4.5;

d) a Variation to Contract has been agreed in accordance with Article 6.4;

e) the occurrence of a Force Majeure event in accordance with ARTICLE - 5;

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f) the Services are suspended by Company in accordance with Article 9.1, other than any such suspension Instructed as a result of any act, omission, negligence, default or breach of the Contract on the part of Contractor or for which Contractor is responsible; and

h) a change in Law in accordance with Article 20.2.

If Contractor considers itself to be entitled to an extension of the Expiry Date, Contractor shall notify Company in accordance with Articles 4.2.2 and 4.2.3.

4.2.2. Contractor's extension of time entitlement set out in Article 4.2.1 shall be subject to Contractor providing Company with notice of the delay event within a reasonable time of becoming aware of the delay event and in any event not later than fifteen (15) Days after becoming aware of the delay event. Contractor's notice shall at a minimum specify:

a) the delay event;

b) the reason for the delay or likely delay to the performance of the Services; and

c) an estimate of the likely effect of the delay on the Services.

4.2.3. Within thirty (30) days of such notice being given, or such other time as may be agreed with Company, Contractor shall forward to Company detailed particulars including, but not limited to, the following information to enable Company to reasonably assess any request for extension of time submitted by Contractor. Contractor shall send such further particulars as are requested by Company within time specified by Company. Where the event pursuant to which Contractor is requesting an extension of time claim is a continuing event, Contractor shall send such further interim particulars at monthly intervals or within the time specified by Company. Wherein interim information is sent the Contractor shall submit final detailed particulars upon cessation of the delay event and in any event not later than thirty (30) Days upon the delay event ceasing.:

a) the material circumstances or causes of the delay event which gave rise to the delay;

b) the corrective action undertaken by Contractor to minimise the delay;

c) the effect of the delay on its Programme and the extension of time requested; and

d) supporting documentation to substantiate Contractor's claim and such further information as may be reasonably requested by Company

4.2.4. Company will endeavour to provide an assessment of Contractor's extension of time claim within ninety (90) Days of being provided with the information set out in Article 4.2.3 to Company’s satisfaction or within such other time as may be required by the complexity of the claim.

4.2.5. Contractor shall take all reasonable steps to mitigate the consequences of any delay at no cost to Company, which is the subject of a notice pursuant to Article 4.2.2, provided however that any mitigation measures Contractor takes shall not in any way relieve Contractor of its obligations to continue with the performance of the Services which are unaffected by the delay event or which could reasonably have been performed.

4.2.6. The parties agree that Contractor shall have no right to claim an extension of the Expiry Date in the event that it does not comply with its notice and information obligations set out in Article 4.2.3 and Article 4.2.4.

4.2.7. Contractor shall not be entitled to claim an extension of the Expiry Date in respect of any event or period of delay:

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a) which does not cause a critical delay to the Expiry Date;

b) caused or materially contributed to by any negligent act or omission, breach of Contract or other default on the part of Contractor, its Subcontractors or any of their respective employees, agents or representatives or due to other causes that are at Contractor’s risk; or

c) which Contractor has not taken all reasonable steps to avoid or mitigate without diverging from the requirements of the Contract.

4.3. Duty to report

4.3.1. Contractor shall, within twenty-four (24) hours, or as otherwise specified in the Health, Safety and Environmental Specifications (Section C-9), of any incident:-

a) affecting the progress of the Services, or

b) affecting the quality of the Services, or

c) materially affecting the cost of the Services, or

d) which is a reportable HSE event (as required by Health, Safety and Environmental Specifications (Section C-9)),

send to Company a detailed report of the incident together with copies of any statements or reports sent by Contractor to any public authority and/or Third Party excluding those sent to Contractor's insurance company or its lawyers.

4.4. Summary reports

4.4.1. At the request of Company, Contractor shall submit to Company a summary report of safety performance and incident/accident statistics related to the Contract. These reports shall include data in respect of both Contractor and its Subcontractors.

4.5. Inclement weather

4.5.1. In the event of Inclement Weather Contractor shall be liable for all costs and expenses incurred and do all things necessary to protect the Services. Contractor shall also, to the extent required:

a) protect the Services;

b) repair and rectify the Services, if damaged by Inclement Weather; and

c) re-establish temporary facilities, if temporary facilities are damaged, destroyed or rendered inoperative by Inclement Weather.

4.5.2. Subject to the provisions in the Article headed "Knowledge of Site", Contractor shall not be liable for the extent to which the Services are delayed because of Inclement Weather, provided always that Contractor has taken all reasonable steps to protect the Services and mitigate the effects of the Inclement Weather. Under no circumstances shall payment be made for the financial impact on either party of the Inclement Weather.

4.6. Delay Damages and Penalties

4.6.1. If Contractor has not completed the Services by the Expiry Date or any other date or period stipulated in the Contract, Contractor shall be considered in default of its obligations under the Contract and shall be liable to pay to Company the Delay Damages and/or Penalties as stated in Section C5 of the Contract.

4.6.2. The levying of Delay Damages and/or Penalties by Company shall be without prejudice to any other rights and remedies of Company, which shall include the right to have urgent work performed by Other Contractors, in which case Article 3.11 shall apply, and the right to terminate the Contract.

4.6.3. Where so provided in the Contract, Delay Damages and/or Penalties may also be levied in respect of delays in the commencement or completion of Services performed on a Call-Out basis.

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4.7. Right to recover costs

4.7.1. Where Contractor is in breach of its obligations under the Contract, or, through no fault of Company and regardless of whether or not Company shall have imposed Delay Damages and/or Penalties and without prejudice to other rights and remedies under the Contract, Company shall be entitled to recover from Contractor other damages and costs incurred by Company which have been properly incurred as a result of Contractor's breach and which would otherwise not have been incurred, but for Contractor's breach of its obligations under the Contract.

4.8. Performance Correction

4.8.1. Where Company has found the Services or part thereof or any rework, performed by Contractor not to have been performed in accordance with the Contract, Company shall notify Contractor in writing of the defective performance.

4.8.2. Commencing on the date set out in Company’s notice to Contractor under Article 4.8.1, Contractor shall at its own expense and risk, promptly re-perform that part of the Services which has not been performed in accordance with the Contract, including the repair and/or replacement of any defective Equipment and Materials. Contractor shall notify Company in writing of such commencement or re-performance and the estimated date for completion of the re-performance of the Services.

4.8.3. In the event Contractor is unwilling, unable or fails to commence or complete such performance or re-performance within seven (7) Days of Company issuing a notice to Contractor in accordance with Article 4.8.1, Company may perform or engage a Third Party or Other Contractor to perform that part of the Services which has not been performed or promptly re-performed in accordance with the Contract. Company shall give notice to Contractor in writing of its intention to exercise this option and Article 3.11 shall apply.

4.9. Performance Bond

4.9.1. Unless stated otherwise in the Appendix to the Form of Agreement, Contractor shall at its sole expense procure a performance bond issued by a reputable bank in Oman, as approved by Company, in the form stipulated in the Contract and for the sum equal to 5% of the Contract Price. The value of the bond may be reduced to 2.5% of the Contract Price upon Contract Completion until Final Completion date.

4.9.2. The performance bond shall come into effect within ten (10) days from the Effective Date and shall be valid for the period stipulated by Company below. In no event shall Company be obliged to make any payments to Contractor under the Contract before having received the duly signed performance bond.

4.9.3. Contractor shall at its sole expense ensure that the performance bond is amended periodically to reflect any approved increase in the Contract Price or extension of the Completion Date or the Warranty Period and shall submit the revised original of such document to Company.

4.9.4. In the event Contractor defaults or otherwise fails to perform an obligation under the Contract and, having been given written notice of such default by Company, Contractor fails to remedy such default within a specified or reasonable duration, Company shall have the right, to call on the performance bond to recover the costs incurred by Company due to Contractor’s default.

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ARTICLE - 5. FORCE MAJEURE

5.1. Neither Company nor Contractor shall be responsible to the other for any failure to fulfil any term or condition of the Contract, except for an obligation to make payment of any sums due under the Contract, if and to the extent that fulfilment of the obligation has been delayed or temporarily prevented by a Force Majeure occurrence, as hereunder defined, which has been notified in accordance with this Article and which is beyond the control and without the fault or negligence of the party affected and which, by the exercise of reasonable diligence, the said party is unable to provide against.

5.2. For the purpose of the Contract "Force Majeure" shall mean an event which satisfies all of the following criteria:

(a) is beyond the control of the party claiming Force Majeure, and

(b) makes it impossible (as opposed to more difficult or more expensive) or illegal for such party to perform the Contract, and

(c) is not attributable to the fault or negligence of such party affected and/or its Subcontractors, and

(d) could not have been foreseen or prevented by such party when exercising reasonable diligence.

5.3. In the event of a Force Majeure occurrence, the party that is or may be delayed in performing its obligations under the Contract shall notify the other party as soon as is reasonably practicable giving the full particulars thereof and shall use all reasonable endeavours to remedy the situation and mitigate any delays without delay.

5.4. Following notification of a Force Majeure occurrence in accordance with Article 5.3, Company and Contractor shall meet as soon as is reasonably practicable with a view to agreeing a mutually acceptable course of action to minimise any effects of the Force Majeure occurrence.

5.5. If either party is delayed in performing the Contract by a Force Majeure occurrence, the time schedule but not the Contract Price and / or Rates, except as otherwise expressly provided in the Contract, shall be adjusted in accordance with the Article headed “Instructions and Variations to Contract”.

5.6. Upon cessation of any Force Majeure occurrence Contractor shall prepare a revised time schedule to account for rescheduling of the Services so as to minimise the effects of the delay and having made due allowance for any Instruction to accelerate the Services given in accordance with the Article headed “Instructions and Variations to Contract”.

5.7. If any event of Force Majeure exceeds sixty (60) consecutive Days, Company and Contractor shall meet and discuss the most appropriate course of action in the circumstances. If after a further period of thirty (30) Days the parties have not agreed on an appropriate course of action but the parties do agree in writing that the event of Force Majeure is unlikely to end in the foreseeable and near future and as a result thereof, the fulfilment by the parties of their obligations under the Contract will continue to be delayed, hindered, interfered with or prevented, Company shall either terminate the Contract or any relevant Call-Off, by giving not less than fourteen (14) Days written Notice to Contractor.

ARTICLE - 6. INSTRUCTIONS AND VARIATIONS TO CONTRACT

6.1. Instructions

6.1.1. Company shall, at its sole discretion, be entitled to Instruct any alteration, cancellation or omission to the form, scope, specification, quality or quantity of any Purchase Order or the Services including without limitation alterations to Company HSE requirements by way of a Variation to Contract.

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6.1.2. Without prejudice to Company and Contractor’s right to request an adjustment to the Contract Price or of the Expiry Date in accordance with the provisions of this Article, and irrespective of whether or not Company awards a Variation to Contract to Contractor, Contractor shall immediately proceed to carry out such Instruction and shall provide all Equipment, Materials and Contractor Personnel to do so.

6.1.3. Subject to Contractor giving notice to Company in writing of additional cost within fifteen (15) Days of the issue of the Instruction, Contractor shall be entitled to reimbursement of properly substantiated additional payments and direct costs, if any, resulting from the issue of an Instruction. Such additional payments shall be valued using the Rates stated in the Contract where applicable. Direct costs shall include those incurred as a result of Instructions being issued at short notice thereby making costs unavoidable.

6.1.4. Where Contractor considers that an Instruction affects [an agreed time schedule/Programme] for completion of all or part of the Services, Contractor shall give notice to Company of any such effect within fifteen (15) Days of an Instruction being issued. Any impact of an Instruction on such time schedule shall be agreed between the parties, provided that the correct notices have been given.

6.1.5. Where Contractor has notified Company in accordance with articles 6.1.3 and 6.1.4, full details of any additional payment, estimates of future possible effects, direct cost and /or impact on the agreed time schedule, must be forwarded in writing to Company within thirty (30) Days of the notice being issued, failing which Company shall not be obliged to reimburse Contractor or agree to any change to an agreed time schedule.

6.2. Confirmation of verbal instructions

6.2.1. Instructions should be issued in writing. However, if Company considers it necessary to issue an Instruction verbally Contractor shall immediately comply with such verbal request. Where Company confirms a verbal request in writing, either before or after carrying out of the Service, this shall be deemed an Instruction. If Company does not confirm such a verbal request in writing within seven (7) Days then Contractor shall so confirm within a period of seven (7) further Days and shall obtain Company’s written agreement which shall be deemed an Instruction.

6.3. Monthly statement of Instructions

6.3.1. Contractor shall submit to Company once every month an account giving full particulars of all additional payments or extensions of the Expiry Date to which Contractor may consider he is entitled during the previous month.

6.4. Variations to Contract

6.4.1. Variations to Contract agreed by both parties in accordance with the Procedures for Contractors (Section C-8), shall be the only valid manner of amending the Rates, the Services and any other document or provision of the Contract, with the exception of the Company's HSE Specifications (Section C-9), which may be amended unilaterally by Company.

6.4.2. The variations to the Services shall be valued by Company in accordance with the following principles:

a) where Services the subject of a Variation to Contract is of similar character to and executed under similar conditions to Services priced in the Contract, the Services the subject of the Variation of Contract shall be valued in accordance with the relevant Rates;

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b) where the Services the subject of the Variation of Contract are not of a similar character to, or are not executed under similar conditions to the Services priced under the Contract then the Rates shall be used as the basis for establishing new rates for valuing the Variation to Contract for valuation so far as may be reasonable. Company and Contractor shall endeavour to agree the new rates for valuing the Variation to Contract. Failing agreement between Company and Contractor as to the valuation of any alteration or the new rates to be applied in the Variation to Contract, Company shall determine the value or rate and shall notify Contractor in writing but without prejudice to Contractor’s rights under the Article headed “Applicable Law and Dispute Resolution”;

c) notwithstanding the above, where Company considers that it may not be possible to value a proposed Instruction using the methods available in the Contract, then Company may request Contractor to provide an estimate of the cost of any proposed Instruction. If requested, Contractor shall, within seven (7) Days, or other duration as agreed with Company, submit to Company a fully detailed estimate of the cost of the proposed Instruction, including the bases upon which Contractor has determined the estimated cost of the proposed Instruction. Provision of such an estimate does not affect the rights of Company to value an Instruction in accordance with the terms of the Contract. Such estimate shall include, but not be limited to:

i) a description of the Services to be performed under the Instruction;

ii) a detailed schedule for the execution of the Instruction showing the resources to be employed;

iii) a detailed explanation of the recovery and mitigation proposal including impact on planned resourcing and productivity levels;

iv) the impact on the Services to be performed under the Instruction on the Services;

v) the effect on the Contract Price (if any); and

vi) the effect on the critical path of the [time schedule/Programme], as well as the Expiry Date (if any).

6.4.3. The value of any Instruction or Variation to Contract shall not include the costs incurred by Contractor in administering, compiling or otherwise establishing the validity, or content of the Instruction being valued. These costs are deemed as being included within the Rates.

6.5. No Variation

For the avoidance of doubt, the following do not entitle Contractor to a Variation to Contract:

a) any action carried out by Contractor or Subcontractor to remedy or correct any failure by the Contractor to perform the Services, or any of its other obligations under the Contract, in accordance with the Contract, or otherwise to ensure that the Contract is performed by Contractor in accordance with its terms, whether or not in response to an Instruction;

b) any action required to avoid injury or death to persons, or damage to property;

c) any update of the time schedule; or

d) where any obligation of Contractor can be performed in accordance with the Contract in more than one manner, a request or instruction by Company to perform it in a particular manner.

ARTICLE - 7. EQUIPMENT AND MATERIALS

7.1. Company Provided Items

7.1.1. In respect of Company Provided Items Contractor shall:

a) receive, load, transport to the Site and unload unless otherwise stated in the Contract;

b) on taking delivery from Company, inspect all Company Provided Items to ensure its conformity with Contract requirements and specifications. Contractor shall promptly

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notify Company of any default in writing and if no written notification of default is issued to Company before Contractor endorses the receipt of the Company Provided Items, then the Company Provided Items shall be deemed complete and undamaged and Contractor shall be liable for any damage or shortage identified at a later date;

c) maintain and store the Company Provided Items in a proper manner, keep a true and accurate inventory and submit an updated copy of such inventory to Company on a monthly basis, or at Company's request;

d) carry out all normal cleaning and preparing of Company Provided Items prior to incorporation or use in the Services; and

e) maintain, operate and use the Company Provided Items strictly in accordance with Manufacturer’s recommended instructions and industry practice and regulations. Except as otherwise stated in the Contract, Contractor shall provide all required consumables and spare parts, including oil and fuel, for such maintenance and operation or use to the approval of Company.

7.1.2. Contractor shall account to Company for the use of the Company Provided Items and for any discrepancies between the monthly inventory report and the Company Provided Items supplied and used. The quantities of Company Provided Items issued by Company for a particular work or service shall be inclusive of a reasonable waste content. In the event that Contractor shall require additional quantities of such Company Provided Items due to excessive wastage resulting from bad workmanship or incorrect use, loss or damage, the cost of such additional Company Provided Items shall be charged to Contractor. Contractor shall allow in the Rates for all cutting and adapting of Company Provided Items for incorporation in the Services.

7.1.3. Company Provided Items listed in the Contract shall at all times remain the property of Company, irrespective of where such Company Provided Items are physically located or stored. However, risk of such Company Provided Items will pass to Contractor from the moment Contractor has taken delivery of such Company Provided Items until acceptance of the Services.

7.1.4. If the Contract is terminated in accordance with its terms, Contractor shall, within a period specified by Company, return all surplus Company Provided Items properly labelled and documented in accordance with Company's requirements to Company storage yard of issue.

7.2. Equipment and Materials supplied by Contractor

7.2.1. All Equipment and/or Materials provided by Contractor shall be new (unless specified otherwise in the Contract) and conform to the requirements and specifications as provided in the Contract or, if no such requirements or specifications exist, be subject to approval by Company and, where Company does not exercise such right of approval, conform to standards generally accepted in the oil and gas industry or the industry relevant for the Services.

7.2.2. If, in the reasonable opinion of Company, any Equipment and/or Materials is not, or is no longer, in accordance with the requirements of the specifications then Contractor shall at the option of Company, either make adequate repairs or arrange for immediate replacement of the relevant Equipment and/or Materials. If, in the opinion of Company, the execution of the Services is slowed down or delayed due to insufficient or below standard Equipment and/or Materials, then Contractor shall provide the necessary additional Equipment and/or Materials to recover such delays at no additional cost to Company.

7.3. Import and export of Equipment and/or Materials

7.3.1. Contractor shall gather all information relevant to import, export and any other documentation required and subsequently obtain the import and export and other licenses required for the importation into and use in the Sultanate of Oman of Equipment and Materials to be supplied by Contractor and made available from sources outside the Sultanate of Oman.

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7.3.2. Contractor shall ensure that applications, including all necessary supporting documents for such import, export and other licenses, are submitted to the appropriate Omani authorities in sufficient time before the licenses are required. Unless otherwise stated, all imported Equipment and/or Materials to be supplied by Contractor shall be imported in accordance with the procedures for importation of materials and equipment included in the Contract. Contractor shall be responsible for their due and timely importation, clearance, handling, off-loading, storage and transportation to Site.

7.4. Use of petroleum products

7.4.1. When carrying out any services relating to the Contract in the Sultanate of Oman, Contractor shall use lubricants and other petroleum products which have been manufactured by or sold under the brand name of Company Group, provided that prices and quality are competitive. In the event of any conflict between this sub-article and the sub-article headed “National Products and Products of GCC Origin” then the latter shall prevail.

7.5. National Products and Products of GCC Origin

7.5.1. Where available, Contractor shall use or cause to be used National Products and, where these are not sufficient or not available, Products of GCC Origin, provided that both shall meet the pricing, quality and delivery conditions of the Contract.

7.5.2. In relation to price, Contractor shall use National Products, where available, provided they are not more than ten percent (10%) higher in price than equivalent Foreign Products and shall use Products of GCC Origin, where available, provided they are not more than five (5%) higher in price than equivalent Foreign Products.

7.5.3. Contractor shall be responsible for ascertaining whether Materials are National Products, Products of GCC Origin or Foreign Products and shall indemnify and hold harmless Company in respect of any fine levied for breach of any Law or government regulations relating to such products.

7.5.4. On the written request of Company, Contractor shall provide a list for Company's approval of all National Products and Products of GCC Origin if any such Materials are to be utilised in the performance of the Contract.

ARTICLE - 8. INSPECTION AND TESTING

8.1. General

8.1.1. Company shall have the right, but not the obligation, at any time to inspect, test and examine the Equipment and Materials to be furnished by Contractor or any Subcontractor, as well as the Services or any part thereof. No such inspection, testing and examination shall relieve Contractor from its obligations under the Contract.

8.1.2. Contractor shall only obtain inspections and certifications as required in the Contract from inspection companies approved by Company. Company shall provide Contractor with a list of approved inspection companies at Contractor's request

8.2. Company’s right to reject

8.2.1. Company shall have the right to reject any or all Equipment and Materials, or any of the Services, which do not conform to the Contract. Contractor shall promptly remove any such rejected Equipment, Materials and Services from the Site and replace or re-perform the same, as required, at no cost to Company. Failure of Company to reject all or any Equipment, Materials or part of the Services shall not prejudice Company from subsequently disapproving it.

8.2.2. Any Services performed by Contractor in connection with inspection, testing, examination or rejection shall not entitle Contractor to any additional payment.

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8.3. Testing

8.3.1. Contractor shall at its own cost carry out or cause to be carried out all examinations, tests and measurements which are specified in the Contract or which may reasonably be required by Company to determine the quality or quantity of any Equipment and Materials supplied or any part of the Services performed by Contractor.

8.4. Search for cause of defects

8.4.1. Contractor shall, if and when instructed by Company, investigate and search for the cause of any defect, imperfection or fault appearing during the progress of the Services or during the period referred to in the Article headed “Warranty for the Services”. If such defect, imperfection or fault shall be one for which Contractor is liable, the cost of all investigation and searching shall be borne by Contractor and Contractor shall in such case repair, re-work, rectify and make good such defect, imperfection or fault at its own expense.

8.4.2. If such defect, imperfection or fault shall be one for which Contractor is not liable, the cost of searching shall be borne by Company and any repairs or re-work necessary to rectify and make good such defect, imperfection or fault shall also be borne by Company.

8.5. Warranty for the Services

8.5.1. Contractor guarantees that any Services in respect of which a certificate of acceptance has been issued by Company shall be free from defects, failures, interruptions and other such deficiencies, including but not limited to deficiencies due to poor or faulty design, poor or faulty workmanship or defective Equipment, other than deficiencies shown to be attributable to Company, Force Majeure or Third Parties. Unless stipulated otherwise in the Contract, the Warranty Period shall be twelve (12) months from acceptance of the Materials by Company, or as extended in accordance with this Article.

8.5.2. In the event that during the Warranty Period, in Company's reasonable opinion, it appears that the Services or any part thereof suffers from any defect, failure, interruption or deficiency as defined in Article 8.5.1, Company shall so notify Contractor in writing, stating the defect, failure, interruption or deficiency which Contractor shall promptly rectify at its own expense.

8.5.3. Subject to Company’s written instruction for the Work to be re-performed, rectified or replaced, should Contractor fail promptly to take any action required to rectify the deficiency, Company shall be entitled to take such action or to have such action taken and the costs thereof and/or relating thereto shall be reimbursed by Contractor within thirty (30) Days of receipt of a specified invoice from Company.

8.5.4. In the event that the rectification of the defect involves the re-performance, rectification or replacement of any part of the Services, including but not limited to any item of Equipment and Materials procured by Contractor, the Warranty Period for that replaced or modified part of the Services shall be extended by a period equal to the original Warranty Period, if necessary repetitively. In any event, and unless otherwise stated in the Contract, such extended Warranty provisions shall not exceed 24-months beyond the achieved Expiry Date.

8.5.5. If a Subcontractor has undertaken towards Contractor any continuing obligation extending for a period exceeding that of the Warranty Period, then Contractor shall, at the end of the Warranty Period, notify Company of such continuing obligation and assign to Company the benefit of that obligation, for the remaining duration.

ARTICLE - 9. SUSPENSION AND TERMINATION

9.1. Suspension of the Services

9.1.1. Company may instruct – by way of a notice of suspension (”Suspension Notice”) - Contractor to suspend the Services or any part of the Services for a period and in the manner that Company considers necessary. Contractor shall cease work on said part of the Services on the

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date stated in the instruction, but shall continue to perform any unsuspended part of the Services. During the suspension Contractor shall properly protect and secure the suspended Services so far as is necessary in the opinion of Company.

9.1.2. Company shall pay all reasonable costs incurred by Contractor in giving effect to the suspension, unless the suspension is:

a) necessary because of Force Majeure; or

b) necessary for the proper execution of the Services, or any part thereof; or

c) necessary because of negligence, error or other default on the part of Contractor or Subcontractor; or

d) necessary for the health or safety of Company and/or Contractor Personnel, Third Parties or for the protection of the Services or Work, Company property or environment; or

e) otherwise provided for in the Contract.

9.1.3. Where suspension of the Services is not attributable to any negligence, error or default of Contractor or Subcontractor then: -

a. Company shall award Contractor a reasonable extension of time to the Expiry Date in accordance with the Article headed "Extension of Time" and costs that have been reasonably incurred by Contractor during this suspension period, subject to Contractor providing adequate supporting documentation to verify costs incurred by Contractor;

b) should the suspension continue for a period of greater than six (6) months, or should the aggregate of all suspensions exceed six (6) months, Contractor shall be entitled to terminate the Contract.

9.1.4. Company may, at any time, instruct resumption of the suspended part of the Services by notifying Contractor of the part of the Services to be resumed and the effective date of withdrawal of the suspension. The Services shall be promptly resumed by Contractor after receipt of such instruction.

9.2. Termination of the Contract

9.2.1. The Contract shall terminate on the Expiry Date without any notice being required, unless terminated earlier in accordance with the provisions of this Article or the terms of the Contract.

9.2.2. Company, without prejudice to any other rights or remedies which Company may have under the Contract, may terminate the Contract by issuing a termination notice in the following circumstances:

a) Without Cause

Company may at any time and at its absolute discretion terminate the Contract without cause by issuing a termination notice to Contractor. Such notice shall become effective immediately after delivery to Contractor, or on such later date or after completion of such Services as specified by Company in the termination notice.

b) Default by Contractor

In the event of the failure, refusal or inability of Contractor to perform any part of the Services as required by the Contract, Company may give notice of default to Contractor stating details of the default or failure. Contractor shall then have five (5) business Days after receipt of such notice to commence or, having commenced, diligently proceed with action to remedy such failure or default. In the absence of such action to remedy the failure or default to Company's satisfaction, Company may issue a termination notice, with immediate effect.

c) Contractor’s bankruptcy

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In the event of Contractor being adjudged bankrupt, applying for a legal moratorium of payments (surseance) or any similar form of legal action and in the event of any other factual or legal measures to the effect that Contractor should lose at any time the facility of freely controlling, or of freely disposing of any substantial part of its assets or other facilities, or if, in the opinion of Company, Contractor is likely to be subject to such type of action. Company may issue a termination notice with immediate effect.

d) Improper Business Conduct

Company may terminate the Contract with immediate effect if Contractor, any Subcontractor, Contractor Personnel or representative of Contractor or any Subcontractor is in breach of Contractor’s obligations provided for in the Article headed “Business Ethics and Principles. Company may issue a termination notice with immediate effect.

e) Force Majeure

Company may terminate the Contract in accordance with the Article headed "Force Majeure".

f) Delay Damages and Limit of Liability

Company may terminate the Contract if the maximum amount of Delay Damages payable by Contractor becomes outstanding or if Contractor reaches its limit of liability in accordance with the Article headed "Professional liability" and "Third Party liability". Company may issue a termination notice with immediate effect.

g) Omanisation

Company may terminate the Contract in accordance with the Article headed "Omanisation of Contractor Personnel". Company may issue a termination notice with immediate effect.

9.2.3. For the avoidance of doubt, it is the express intention of the parties that termination of the Contract in the above circumstances shall not require judicial review to be effective. However, any party is entitle to further challenge the circumstances of such termination in accordance with Article 26 below (Applicable Law and Dispute Resolution).

9.2.4. In the event that Company issues a Suspension or Termination Notice in accordance with this Article 9, Contractor shall immediately, or upon a date, or completion of Services in progress, as specified in the suspension or Termination notice, suspend or terminate the Services and – if so directed by Company in the suspension or termination notice - assign to Company or its nominee, all rights, titles, contractual benefits and Subcontracts relating to the Services for which Contractor may directly or indirectly have acquired or entered into, and any Equipment, Materials or data prepared in connection with the Services as Company many notify Contractor. In addition, Contractor shall take all such further steps as are necessary to enable Company, or its nominee, to take over Contractor's position in the performance of the Services with the least possible disruption and perform any other actions which is requested by Company in order to protect Company’s rights under the Contract.

9.2.5. Company may issue a suspension and/or a termination Notice, without prejudice to any rights or remedies which Company may have under the Contract.

9.3. Payment to Contractor on Termination

9.3.1. If Company terminates the Contract then, provided the termination is not in consequence of Article 9.2.2 b) (Default by Contractor), Article 9.2.2 c) (Contractor’s Bankruptcy), Article 9.2.2 d) (Improper business conduct), Article 9.2.2 f) (Delay Damages and Penalties and Limit of Liability), or Article 9.2.2 g) (Omanisation), Contractor shall be paid the following:

a) the value of the Work satisfactorily completed in accordance with the Contract up to the effective date of termination, plus other amounts due or reimbursable under the

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Contract, if any, less any part of the Contract Price previously paid by Company to Contractor, if any, and less any amounts due or owing by Contractor to Company;

b) the cost to Contractor of demobilising Construction Equipment, if any, and Contractor Personnel;

c) all reasonable cancellation charges incurred by Contractor in terminating any Subcontract and/or Purchase Order under similar terms to this Article;

d) all costs incurred by Contractor in preserving and protecting the Services in progress, and Materials or Construction Equipment whether in transit or at the Site, and all other direct costs of closing out the Services; and

e) an early termination fee if so specified in the Contract .

The total payment made to Contractor under this Article and any previously paid amounts by Company to Contractor shall not exceed the Contract Price.

9.3.2. It is the express intention of the parties that no payments other than those specified above shall be made by Company including payment – for the avoidance of doubt- compensation of any sort for lost opportunity or loss of profit.

9.3.3. If Company terminates the Contract, in accordance with Article 9.2.2 b) (Default by Contractor), Article 9.2.2 c) (Contractor’s Bankruptcy), Article 9.2.2 d) (Improper business conduct), Article 9.2.2 f) (Delay Damages and Penalties and Limit of Liability), or Article 9.2.2 g) (Omanisation), then Contractor shall be entitled to payment for the value of Work satisfactorily completed in accordance with the Contract prior to the date of notification of termination by Company, less any amounts payable by Contractor to Company. No further payments shall be due to Contractor including payment – for the avoidance of doubt- compensation of any sort for lost opportunity or loss of profit.

The following shall be for Contractor's account in the event Company terminates the Contract for the reasons stated in this Article:

a) costs relating to the examination and certification of the actual costs by external auditors appointed by Company;

b) costs incurred by Contractor in undertaking the actions detailed in Article 9.2.2 b) (Default by Contractor);

c) any additional costs or any damage incurred by Company resulting from Contractor's failure referred to in Article 9.2.2 b) (Default by Contractor);

d) costs incurred by Company to complete the Work which are in excess of the Contract Price; and

e) except as provided in this Article, any costs, loss or damage sustained by Contractor from discontinuance of part of the Work or from termination of the Contract.

9.3.4. If upon termination of the Contract the part of the Contract Price previously paid to Contractor exceeds the total amount to which Contractor is entitled, as calculated in accordance with this Article and after deduction of any amounts due to Company, then Contractor shall repay the excess to Company within thirty (30) Days of receipt of a specified invoice, failing which Company may call on the performance bond

9.4. Early Termination Fee

9.4.1. If Company terminates the Contract before the Expiry Date pursuant to Article 9.2.2 a), Contractor shall be paid an Early Termination Fee if such fee has been specified in the Schedule of Rates (Section C-5).

9.4.2. The Early Termination Fee shall be payable to Contractor after Company has certified that demobilisation has been satisfactorily completed.

9.4.3. No Early Termination Fee shall be payable if termination takes place during any extension of the originally awarded Contract term.

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9.5. Survival of terms and conditions

9.5.1. Termination of the Contract shall not relieve the parties of any continuing rights, obligations and liabilities under the Contract, including but not limited to the Articles headed “Right to Audit”, ”Warranty for the Services”, “Liabilities and Indemnification”, “Ownership Patents and Proprietary Rights”, and “Confidentiality”. These Articles shall continue to be binding on the parties for a maximum of ten (10) years after the Expiry date or early termination of the Contract.

ARTICLE - 10. RATES AND PAYMENT

10.1. Sufficiency of Rates

10.1.1. Contractor undertakes to perform the Services at the Rates stated in the Schedule of Rates (Section C-5).

10.1.2. Contractor shall be deemed to have satisfied itself with respect to, and taken due account in its Rates for:

a) all the conditions and circumstances affecting the Rates;

b) carrying out the Services as described in the Contract;

c) general circumstances at Site; and

d) general labour requirements and restrictions.

10.1.3. The Rates shall cover the performance of the Services and all other obligations of Contractor and all costs incurred by Contractor for and in connection with the Services and shall be fixed for the duration of the Operational Period, except where explicitly stated otherwise in the Contract.

10.2. Payments due

10.2.1. In consideration of Contactor's performance of the Services, Company shall pay Contractor in accordance with and at the times stated in the Schedule of Rates (Section C-5).

10.2.2. Except where it is explicitly provided that Company shall carry out an obligation under the Contract at its own cost, all things required to be supplied or performed by Contractor under the Contract shall be at Contractor's cost.

10.3. Submission of Invoices

10.3.1. The Contractor shall provide to the Company an invoice for the completed services either as hardcopy or email a scanned copy to <[email protected]> addressed to:

Accounts Payables, Finance Department, Oman Gas Company Tel. + 968 24466147/24466304

10.3.2. Invoices, as a minimum shall detail the following:

a) SAP Service Entry No.

b) Contract Title & Number.

c) Contractor’s Name which should be the same as that on the signed Contract, and not an associate or parent company.

10.3.3. If Company shall dispute any item on any invoice in whole or in part, Company shall pay only the undisputed portion of a disputed invoice. Company and Contractor shall endeavour to settle any matters in dispute at the earliest possible time.

10.3.4. Neither the presentation nor payment of an individual invoice shall be irrevocable or constitute a settlement of a dispute, or otherwise waive or affect the rights of the parties hereunder.

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10.4. Form of Payment

10.4.1. Within forty five (45) calendar days of receipt of the correctly prepared and adequately supported invoice Company shall pay the amount of such invoice into a nominated bank account of Contractor, provided Contractor has submitted such invoice in accordance with the provisions of this Article.

10.4.2. In the event Contractor submits a correctly prepared and adequately supported invoice later than ninety (90) Days from the date the Services were completed the payment period of Article 10.4.1. shall not apply and shall be increased by ninety (90) Days.

10.4.3. All payments made by Company to Contractor shall be made by bank transfer to Contractor’s nominated bank account. Contractor’s nominated account shall be in the name of and solely owned by Contractor.

10.4.4. Any payments made by Company to Contractor under this Article 10 are not:

a) evidence of the value of the Services performed by Contractor or that the Services have been satisfactory performed in accordance with the Contract;

b) an admission of liability; or

c) an approval or acceptance by Company of Contractor's performance or compliance with the Contract,

but are only to be taken as payment on account.

10.5. Right of Set-off

10.5.1. Notwithstanding anything herein contained, Company shall always have the right to set-off against any payment which may be due or become due to Contractor any moneys which may be owing or payable by Contractor to Company or recoverable by Company from Contractor whether under the Contract or under other contracts between Company and Contractor or otherwise.

10.5.2. If Company at any time incurs costs which, under the Contract, Company is entitled to recover from Contractor, Company may invoice for such costs which shall be a debt due from Contractor to Company.

10.5.3. Contractor shall pay Company for such costs within forty five (45) Days of receipt of an invoice for such costs, unless specified otherwise in the Contract.

ARTICLE - 11. DUTIES AND TAXES

11.1. Contractor’s Liability for Tax & Duties

11.1.1. All rentals, royalties, fees, charges, taxes, withholdings, deductions, statutory payments, levies, import or export or other duties, authorisations, approvals, permits, consents and licenses of whatever nature required to be paid in connection with either the Services or the payment of the Rates or Contractor Personnel (for the purposes of this clause only, defined as the "Fees"), shall be borne by Contractor and Contractor shall indemnify and hold harmless Company accordingly. It shall be Contractor's responsibility to investigate and establish its liability for all Fees, which may be applicable to or be levied in connection with this Contract.

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11.1.2. Where Contractor claims to be exempted from any statutory deductions (particular reference is made to Withholding Tax), it shall inform Company and provide any necessary documentation to support its case, including a certificate of exemption from the relevant authority. Where Contractor cannot demonstrate to Company's satisfaction that Contractor is exempt, Company shall not be liable to Contractor or any other person or body in the event that Company applies the statutory deduction according to the relevant Laws.

ARTICLE - 12. RIGHT TO AUDIT

12.1. Right to audit

12.1.1. For the purpose of reviewing and verifying the Services performed, the ability of the Contractor to further perform the Services and for any other reasonable purpose, Company or its authorised representatives shall have access at all reasonable times to all personnel, books, records, correspondence, instructions, plans, drawings, receipts, vouchers and memoranda of both Contractor and any Subcontractor pertaining to the Services. Company or its authorised representatives shall have the right to reproduce and retain copies of any of the aforesaid documents.

12.1.2. Company or its authorised representatives shall have sufficient access to any rates or information to satisfy themselves that no Services that are supposed to be included in the Rates is invoiced as directly reimbursable costs and that all the Services that are required to be provided for in the Rates are so provided. If any costs are in dispute and Contractor refuses to provide access, such costs shall be deemed to be included in the Rates and shall not be allowable as reimbursable costs.

12.1.3. Company or its duly authorised representatives shall have the right to reproduce or copy and retain copies of any of the aforesaid documents.

12.1.4. Where Contractor fails to provide access to the information specified above, Company reserves the right to withhold any payments that may otherwise be due, or become due, to Contractor under the Contract.

12.1.5. Findings resulting from audits as stated above may result in retroactive adjustment of the Contractor’s entitlement to sums claimed for payment, or sums paid by Company to Contractor, and may entitle Company to set-off any sums which have been overpaid to Contractor against sums which may be or may subsequently become due to Contractor under the Contract.

12.1.6. The above audit rights of Company shall continue for a period of two (2) years after the Expiry Date or earlier termination of the Contract and Contractor shall preserve and shall cause its Subcontractors to preserve all documents for the stated period.

12.2. Technical, safety and environmental audits

12.2.1. Company shall have the right to subject all or part of Contractor's or Subcontractor’s Facilities, Equipment, Materials, Contractor Personnel and Subcontractor personnel employed and operations undertaken in the performance of the Services, to technical, safety and environmental audits as considered necessary by Company.

12.3. Audit of Subcontractors

12.3.1. Contractor shall cause its Subcontractors to give Company the audit rights set out in Articles 12.1 and 12.2.

12.4. Disclosure of Secrets

12.4.1. Nothing in this ARTICLE - 12 shall require disclosure of Contractor’s trade secrets or proprietary information without Company signing a secrecy agreement limited to non-disclosure of any such trade secrets or proprietary information.

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ARTICLE - 13. OMANISATION & IN COUNTRY VALUE

13.1. Omanisation of Contractor Personnel

13.1.1. Contractor shall comply with, and shall cause its Subcontractor(s) to comply with, all applicable Laws and regulations governing the engagement and employment of Contractor Personnel and, in particular, those related to Omanisation. Nothing contained in this Article shall contradict or relieve Contractor from any statutory obligation in accordance with the Laws of Sultanate of Oman.

13.1.2. Contractor shall at all times adhere to, and cause its Subcontractors to adhere to, the Omanisation and In Country Value (ICV) requirements stipulated in the Contract (Section C7).

13.1.3. In the event Contractor fails to employ Omani nationals in the positions and in such numbers as required by the applicable laws and regulations or other ICV requirements as stipulated in Section C7, Company shall have the right to suspend the Services or terminate the Contract and to levy the penalties stipulated in the Contract.

13.1.4. All costs of Omanisation and ICV requirements shall be included in the Contract Rates.

ARTICLE - 14. HEALTH, SAFETY AND ENVIRONMENT

14.1. Compliance with HSE Specifications

14.1.1. Contractor shall operate, and shall cause all Subcontractors and Contractor Personnel to operate, with the utmost care for the health and safety of Contractor Personnel, Company personnel, Subcontractor personnel and Third Parties, and for the environment, and in accordance with all Laws, as well as Company's HSE regulations in force at the Effective Date, or as subsequently amended by Company.

14.1.2. Contractor shall comply, and shall cause his Subcontractors and Contractor Personnel to comply, with the HSE Specification (Section C-9), and with all relevant Laws in respect of health, safety and environment, and Contractor shall exercise the strongest discipline in this regard. In case of any inconsistency between the HSE Specification and the Laws, the most stringent provision shall prevail.

14.1.3. Contractor shall ensure that any person, admitted to the Site by Contractor, any Subcontractor or Contractor Personnel, shall likewise comply with the HSE Specification applicable to activities on Site. Where Contractor is required to attend HSE training courses Contractor shall ensure that there is minimum disruption to the Services as a result of Contractor Personnel attending such courses.

14.1.4. Compliance with the HSE Specification (Section C-9) and the Laws shall not relieve Contractor, its Subcontractors and Contractor Personnel from the obligation to operate in accordance with sound health, safety and environmental practice on aspects which are not covered or which are insufficiently covered by the HSE Specification (Section C-9) or the Laws. Company shall have the right to amend the HSE Specification (Section C-9); where such amendment has a time or cost effect, the Article headed "Instructions and Variations to Contract” shall apply.

14.1.5. Company shall have the right to carry out health, safety and environmental inspections and audits, whether on the Site or on the Contractor's or Subcontractor's Facility, and to investigate any incidents and accidents, and Contractor shall afford and cause its Subcontractors and Contractor Personnel to afford Company all co-operation and access which Company may reasonably require to carry out such inspections, audits and investigations.

14.1.6. Contractor shall for its own account repair any damage to the environment caused by Contractor, any Subcontractor or Contractor Personnel.

14.1.7. Any failure of Contractor, any Subcontractor or Contractor Personnel to comply with this Article, the HSE Specification (Section C-9) or any instruction given there under by Company, or with the Laws in respect of health, safety or the environment, shall be considered a fundamental breach of Contract.

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14.1.8. Without prejudice to the terms of the Article headed "Liabilities and Indemnification" Contractor shall indemnify and hold harmless from and against any and all liability, damages, claims, fines, penalties or other sanctions which may be imposed on Company as a result of non-compliance with this Article or the relevant Laws by Contractor, any Subcontractor, Contractor Personnel or any person engaged by Contractor to perform the Services.

14.1.9. For the purpose of this Article the term “Subcontractor” shall include, not only Subcontractors who perform any part of the Services, but also Subcontractors performing any other work or services for Contractor, or for any Subcontractor, if such work or services require frequent journeys to the Site or a regular presence on the Site.

ARTICLE - 15. LIABILITIES AND INDEMNIFICATION

15.1. Property and Personal Injury

15.1.1. Contractor shall be responsible for and shall save, indemnify, defend and hold harmless Company Group and Company Personnel from and against all claims, losses, damages, costs (including legal costs), expenses and liabilities in respect of:

a) loss of or damage to any property of Contractor Group whether owned, hired, leased or otherwise provided by Contractor Group arising from or relating to the performance of the Contract;

b) personal injury including death or disease to any person employed by Contractor Group and Contractor Affiliate arising from or relating to the performance of the Contract; and

c) personal injury including death or disease or loss of or damage to the property of any Third Party to the extent that any such injury, loss or damage is caused by the negligence or breach of duty (whether statutory or otherwise) of Contractor Group;

d) any failure to co-operate or co-ordinate with Other Contractors as required under this Contract;

e) any failure to effect or maintain insurances required under the Contract or out of any act or omission by Contractor or its Subcontractors, which invalidates insurances or prevents a claim from being made under such insurance policy;

f) any failure to comply with applicable Laws by Contractor, any Subcontractor or any Contractor Personnel;

g) any applicable duties or taxes as set out in the Article headed " Duties & Taxes";

h) all Liens, attachments, charges or claims by Subcontractors, upon the property of Company Group, in connection with or arising out of the Contract;

i) any infringement or alleged infringement of Intellectual Property Rights, arising out of or in connection with the performance of the obligations of Contractor, under the Contract as set out in the Article headed "Ownership, Patents and Proprietary Rights";

j) a failure to comply with its obligations arising out of the Article headed "Business Ethics and Principles";

k) a failure to comply with its health and safety obligations arising out of the Article headed "Compliance with Company Specifications";

l) any Consequential Loss in accordance with the Article headed "Consequential Loss";

m) a failure to comply with its obligations arising out of the Article headed "National Products and Products of GCC Origin"; and

n) as otherwise provided for under the terms of this Contract.

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15.1.2. Company shall be responsible for and shall save, indemnify, defend and hold harmless Contractor Group and Contractor Affiliate from and against all claims, losses, damages, costs (including legal costs), expenses and liabilities in respect of:

a) loss of or damage to the property of Company Group excluding Materials, whether owned, leased or otherwise obtained under arrangements with financial institutions or provided by Company Group arising from or related to the performance of the Contract;

b) personal injury including death or disease to any person employed by Company Group arising from or relating to the performance of the Contract;

c) personal injury including death or disease or loss of or damage to the property of any Third Party to the extent that any such injury, loss or damage is caused by the negligence or breach of Contract or duty (whether statutory or otherwise) of Company Group;

d) any infringement or alleged infringement of Intellectual Property Rights arising out of or in connection with the performance of the obligations of Company under the Contract, as set out in the Article headed "Ownership, Patents and Proprietary Rights";

e) any Consequential Losses in accordance with the Article headed "Consequential Loss"; and

f) as otherwise provided for under the terms of this Contract.

15.2. Responsibility for the Services

15.2.1. Without limitation to Contractor’s other obligations under the Contract and at Law, Contractor shall be responsible for the Services until acceptance of the whole or the relevant part of the Services at which date or dates responsibility shall pass to Company. Before the acceptance of any part of the Services, in the event of loss or damage to the Services, Contractor shall, if Instructed by Company, reconstruct, repair or replace the same at Contractor's cost. Where the necessity for such Services of reconstruction, repair or replacement was solely caused by Company Group, such Services shall be at the expense of Company.

15.3. Consequential Loss

15.3.1. Neither the Contractor nor the Company shall be liable to the other for any Consequential Loss which may be suffered by the other in connection with the performance of the Services.

ARTICLE - 16. INSURANCE BY CONTRACTOR

16.1. Contractor’s insurance requirements

16.1.1. Contractor shall, at its own expense, effect and maintain as a minimum the insurances set out in this Article 16 and ensure that they are in full force and effect throughout the Operational Period. All such insurances shall be placed with reputable and substantial insurers (S&P or equivalent rating of A+ or better), satisfactory to Company and Company shall not unreasonably object to Contractor’s insurers, and shall for all insurances (including insurances provided by Subcontractors) other than employers liability insurance/workmen's compensation to the extent of the liabilities assumed by Contractor under the Contract, include Company, and Company Affiliates as additional assureds.

16.1.2. All insurances or material changes to these insurances, shall be endorsed by Company to provide that underwriters waive any rights of recourse, including in particular Subrogation rights against Company, Company Affiliates and Other Contractor Group in relation to the Contract to the extent of the liabilities assumed by Contractor under the Contract and to ensure other Contractual obligations have been met.

16.1.3. The provisions of this Article 16 shall in no way limit the liability of Contractor under the Contract.

16.1.4. The insurances required to be effected under Article 16 shall be as follows (to the extent that they are relevant to the Services):

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(a) employers liability and/or (where the jurisdiction of where the Services are performed or under which the employees are employed require the same) workmen's compensation insurance covering personal injury to or death of the employees of Contractor engaged in the performance of the Services to the minimum value required by Law;

(b) general Third Party liability insurance for any incident or series of incidents covering the operations of Contractor in the performance of the Contract, in an amount not less than five million U.S. Dollars (US$ 5,000,000) per occurrence and unlimited as to the number of occurrences;

(c) Third Party and passenger liability insurance and other motor insurance as required by applicable jurisdiction; and

(d) storage/ transit/cargo insurances in respect of Materials procured by Contractor up to the time they are delivered at Site areas as directed by Contract Holder.

16.1.5. All deductibles, exceptions and exclusions applicable to any insurance arranged by Contractor or any Subcontractor of any tier shall be for the account of, and be paid by Contractor or Subcontractor. Any loss arising from breach of conditions and/or warranties contained in such policies of insurance shall also be for the account of Contractor.

16.1.6. Without limitation of Contractor’s obligations and responsibilities, if Contractor subcontracts any part of the Services, the responsibility and insurance provisions of each Subcontract shall be consistent with the Contract and Subcontractors need not carry any insurances, which would duplicate any insurances provided by Contractor or Company.

16.1.7. Acceptance by Company of any insurer or terms of insurance proposed by Contractor shall not relieve Contractor of any obligation or liability under or arising from the Contract or at Law.

16.1.8. Within thirty (30) Days from the Effective Date, Contractor shall furnish to Company certificates of insurance for those insurances required by Article 16 giving evidence of the type and scope of each type of insurance. Together with the certificates, Contractor’s insurers shall submit a statement to Company stating that no insurance will be cancelled or materially changed for the Operational Period without the insurer giving thirty (30) Days prior written notice to Company. Such certificates or notice shall be marked for the attention of the Contract Holder.

16.1.9. Contractor shall ensure that the insurance policies it effects and maintains in accordance with the Contract contain a “Severability of Interests” (Cross Liability) clause which states that, in the event of one insured party incurring liability to any of the other insured parties, the insurance shall apply for the benefit of the party against whom the claim is or may be made in the same manner as if separate policies had been issued to each party.

16.1.10. Contractor shall notify Company promptly upon receipt of any notice of claims, incidents or demands or of any situation, which might give rise to such claims, or demands being made under the insurance policies. In addition, written notice shall be given not later than two (2) Days after the occurrence of any incident.

16.1.11. Contractor shall ensure that it does not do anything which prejudices its insurance policies and if necessary shall use its reasonable endeavours to rectify anything which might prejudice any insurance.

16.1.12. Contractor shall be liable to Company for any loss arising from Contractor’s breach of the terms and conditions of any insurance policy effected by Company and such costs shall be for the account of Contractor.

16.1.13. Any payments received from an insurer under an insurance policy effected by Contractor for the purposes of this Contract shall be used for the rectification of the relevant loss or damage.

16.1.14. If Contractor at any time neglects or refuses or fails to effect or maintain any insurance required herein, or should any insurance be cancelled, Company shall have the right to procure such insurance. In such event, Company shall be entitled to recover such costs from Contractor as a debt due and payable upon demand.

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ARTICLE - 17. REPRESENTATIVES OF THE PARTIES

17.1. The Contract Holder

17.1.1. The Contract Holder and Contract Manager shall be the persons named as such in Appendix 1 of Section C-1 (Form of Agreement).

17.1.2. The Contract Holder shall represent Company with respect to the Contract.

17.1.3. Company shall have the right to appoint and replace the Contract Holder. The Contract Holder shall have the right to appoint a Company Representative(s) and/or Company Site Representative(s). The Contract Holder shall notify the Contract Manager in writing of such appointment and this written notification shall detail the delegated authority with which the Company Representative(s) and Company Site Representative(s) are empowered. The Contract Holder may replace or revoke the authority of the Company Representative(s) and Company Site Representative(s) and shall provide Contractor with notice in writing of such replacement or revocation of authority. The Contract Holder shall be the only member of Company’s personnel empowered to issue Instructions, Notices and Variations to Contract.

17.2. The Contract Manager

17.2.1. The Contract Manager shall represent Contractor with respect to the Contract and the Contract Manager and Contractor Personnel confirmed as such in writing by the Contract Manager shall have the authorities that Contractor has under the Contract.

17.3. Persons representing Company shall at all times have access to the Site.

ARTICLE - 18. SUBCONTRACTORS AND MANUFACTURERS

18.1. Approval by Company of a Subcontractor or Manufacturer does not relieve Contractor from the requirement to satisfy itself as to the suitability and capacity of that Subcontractor or Manufacturer to satisfactorily execute and complete the Work in accordance with the Contract.

18.2. Contractor shall not be entitled to enter into a Subcontract for the performance of the whole of the Services. Subject to obtaining Company's prior written approval, which shall not be unreasonably withheld, Contractor may enter into Subcontracts for the performance of parts of the Services provided that the total of such parts of the Services do not amount to the whole or, in Company’s opinion, a significant part of the Services.

18.3. Prior to entering into any Subcontract, Contractor shall submit to Company for approval full details of the proposed Subcontractor, the part of the Services which shall be covered under the Subcontract, the form of the Subcontract, any other details that Company shall request or specify and, insofar as Company is required to separately reimburse Contractor the amounts paid to Subcontractor, the detailed cost of the Subcontract.

18.4. Contractor shall ensure that any Subcontract entered into with a Subcontractor contains terms consistent with the terms of this Contract, so far as they relate to Subcontractor's scope of services.

18.5. Subcontracts shall not relieve Contractor from any obligation under the Contract and Contractor shall be responsible for the acts, defaults and neglects of any Subcontractor, its personnel, agents and representatives as fully as if they were the acts, defaults or neglects of Contractor, its employees, agents, representatives, servants or workmen.

18.6. No Subcontract shall bind or purport to bind Company. Each Subcontract shall provide for the possibility of its immediate termination in the event of termination of the Contract, and for suspension in the event of suspension of the Services. Each Subcontract shall provide for the

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right of assignment of the Subcontract to Company or its nominee in the event that Company terminates the Contract.

ARTICLE - 19. CONTRACTOR PERSONNEL

19.1. Suitability of Contractor Personnel

19.1.1. Contractor shall have complete charge of all Contractor Personnel and shall engage, and cause any Subcontractor to engage, such number of Contractor Personnel as are required to perform the Services in accordance with the Contract. Contractor represents that every effort will be made to minimise the turnover of Contractor Personnel.

19.1.2. Contractor warrants that all Contractor Personnel have the experience and capability to safely, efficiently and expeditiously perform the Services. Contractor Personnel shall have such linguistic skills as may be required for the fulfilment of their duties.

19.1.3. Contractor shall, within seven (7) Days of the Effective Date, present to Company a named list of all Key Personnel planned to be employed in the performance of the Services. This list shall show each person's qualifications and previous certification obtained. The supervisory Key Personnel of Contractor and its Subcontractors shall read, write and speak English fluently. Company reserves the right to reject, for proper reasons, any Key Personnel and also any subsequent change to the Key Personnel.

19.1.4. Contractor shall at its own expense ensure that all Contractor Personnel and Subcontractor personnel have been trained sufficiently to perform the Services to the standards required by the Contract. This training must, as a minimum, include safety, survival and job related training required by applicable law, the Contract and good practice prior to the start of the Services and/or as specified in the specification. Contractor will provide certificates evidencing such training when required by Company. Contractor shall maintain records of all training received prior to and during the Contract. In the case of safety and survival training for Omani personnel, written training material shall be issued and training shall be conducted by Contractor in Arabic.

19.2. Replacement of Contractor Personnel

19.2.1. Contractor shall appoint and maintain Key Personnel as required by the Contract and shall ensure that Key Personnel shall not be replaced without the prior written approval of Company. In order to ensure that continuity of the Services is maintained, where possible any replacement shall work alongside the person who is to be replaced for a reasonable handover period, at no expense to Company.

19.2.2. Contractor shall, at its own cost, immediately replace any member of Contractor Personnel whom Company either refuses to allow access to the Site or to perform any part of the Services or requires to be removed from the Site, provided that Company does not exercise such right unreasonably. Any Contractor Personnel so replaced shall not be placed on any other Company work without prior written approval of Company. Contractor shall be responsible for replacing such persons as soon as possible but no later than twenty (20) Days after the removal of such persons was requested by Company.

19.2.3. Neither Contractor nor any Subcontractors shall, without Company's prior consent, engage any labour already employed by another contractor engaged on any work for Company.

19.3. Liability for Contractor Personnel

19.3.1. Unless otherwise expressly stated in the Contract, Contractor shall have full and exclusive responsibility for the payment of all salaries, wages, commissions, allowances, pension premiums, end of service benefits, medical treatment and medical termination benefits, redundancy payments and other remuneration to Contractor Personnel and for the deduction of the applicable taxes or other levies there from for remittance to the authorities concerned, and the Rates shall be deemed to include all of the foregoing.

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19.3.2. Contractor shall arrange, provide and maintain at its own expense the necessary visas and work permits for Contractor Personnel.

ARTICLE - 20. LAWS, PERMITS AND REGULATIONS

20.1. Compliance with laws, permits and regulations

20.1.1. Contractor shall observe and abide by and shall ensure that all Subcontractors and Contractor Personnel shall observe and abide by all Laws, rules and regulations of the Sultanate of Oman and of any governmental or regulatory body having jurisdiction over the Services, and with the conditions of any authorisations, approvals, permits, licenses, consents and clearances relating to the Services whether held by Contractor or Company.

20.1.2. Contractor shall be fully responsible for obtaining without delay such authorisations, approvals, permits, consents, import and other licenses that are necessary for the performance of the Services and shall be responsible for ascertaining whether any such necessary documentation is held by Company.

20.1.3. Contractor shall, in all operations conducted with respect to performance of the Contract, ensure that no violation of, or an infringement upon any rights of its employees or Third Parties takes place.

20.2. Change in Law

20.2.1. If, as a result of change(s) in Law which take effect in Oman after the Effective Date of the Contract and could not have been foreseen by the party affected at the time of entering into the Contract, the cost of performing the Contract increases or decreases, then Company and Contractor shall in good faith negotiate and agree a reasonable and fair adjustment of the Contract Price and, if applicable, an extension of the Expiry Date. For the purpose of this Article, change in Law concerning corporation, income or profit tax are excluded.

20.3. Public Relations

20.3.1. Contractor shall maintain, and shall cause its Subcontractors to maintain, good relations with any Government body concerned. Contractor shall make all reasonable efforts to maintain goodwill among the local authorities, including the Walis and the local Sheikhs, and with the Omani people.

ARTICLE - 21. OWNERSHIP, PATENTS AND PROPRIETARY RIGHTS

21.1. Ownership

21.1.1. Title to, access to and inspection of, copyright in, the right to possession of and free right of use of all reports, designs, drawings, specifications, calculations, computer software (including computer aided design models), other documents or materials and all other things created under or arising out of the Contract shall vest in Company immediately upon the date of commencement of the Services or creation of the article or document or item as applicable. All rights of title to copyright and ownership in any reports, designs, drawings, specifications, calculations, computer software (including computer aided design models), and other documents or materials developed by Contractor outside the Contract shall remain solely with Contractor.

21.1.2. All rights of title to, copyright in and ownership of any such items which Contractor provides in relation to the Services and which is merely supplemented, enhanced, modified or adapted in the course of the Services shall remain with Contractor.

21.1.3. "Software" shall for the purpose of this Article 21, mean the database and all the machine codes, binaries, object codes and/or source codes, whether in a machine or human readable form and all improvements, modifications or updates thereof, flow charts, logic diagrams, passwords and output tapes.

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Contractor shall upon completion of the Services provide Company with a satisfactory, complete and up to date copy of the Software and all other information necessary to ensure that Company can continue to satisfactorily use the Software so provided by Contractor.

Company reserves the right to verify and validate any information contained within the Software within one (1) year from completion of the Services. Contractor shall remedy any defects or inadequacies discovered during the said one (1) year, which Company shall notify to Contractor in writing and such defects or inadequacies shall be remedied within fourteen (14) Days of receipt of such notification.

21.1.4. All Materials shall become the property of Company upon delivery to the Site or payment by Company whichever is the earlier.

21.1.5. Contractor shall ensure that all Materials and Equipment are free from all Liens and/or retention of title claims from any Third Party.

21.1.6. Title in any Materials which do not comply with the requirements of the Contract and which are rejected by Company, shall re-vest immediately in Contractor.

21.1.7. Title in Materials which do comply with the requirements of the Contract and which have not been rejected by Company but for which no payment has been made by Company and which are no longer required for the purposes of the Contract, shall re-vest in Contractor.

21.1.8. All items of Company property in the possession of Contractor shall be suitably marked or clearly identified as the property of Company. As far as possible all such items shall be segregated from other property.

21.2. Liens, attachments etcetera

21.2.1. Contractor agrees that it will not claim any Lien or the like on the Services or any property of Company Group, in the possession of Contractor or, at the Site.

21.2.2. Contractor shall immediately notify Company of any possible Lien or attachment, which may affect the Services or any part thereof.

21.2.3. If at any time there shall be evidence of any Lien or attachment to which, if established, the Services, Equipment, Material or Company Group’s property might be subjected to, and which is made against Contractor or made by any Subcontractor against Company, including a Lien or attachment of which Company becomes aware and notifies Contractor, then Contractor shall remove or bond the said Lien or attachment, , failing which Company shall have the right to retain out of any payment to be made under the Contract, an amount sufficient to indemnify Company Group completely against such Lien or attachment. Should there prove to be any Lien, or attachment upon the property of Company Group after all payments hereunder have been made, or where payments due to Contractor are not sufficient to completely discharge such Lien, Contractor agrees to refund to Company all costs incurred by Company in discharging any such Lien or attachment imposed on the property of Company Group in consequence of the breach of Contractor.

21.2.4. Except as provided in Article 21.2.3, Company shall have the right to withhold the amount of any such Lien or attachment from any payment to Contractor under the Contract until removal of such claim by Subcontractors. If such Liens or attachments fall within the scope of the insurances of Contractor, it shall remain the responsibility of Contractor to furnish Company with satisfactory written certification, from the insurer of Contractor, that any such Lien or attachment is covered by the insurance of Contractor before Company shall release any money withheld hereunder.

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21.3. Patents and other intellectual property rights

21.3.1. Subject always to Article 21.1.1, neither Company nor Contractor shall have the right of use other than for the purpose of the Contract, whether directly or indirectly, of any patent, copyright, proprietary right or confidential know-how, trademark or process provided by the other party and the intellectual property rights in ("Intellectual Property Rights") such shall remain with the party providing such patent, copyright, proprietary right or confidential know how, trademark or process.

21.3.2. Where any potential patent or registerable right in any country in the world or any confidential know-how results from:

(a) developments by Contractor or its Affiliates or Subcontractors which are based wholly on data, equipment, processes, substances and the like in the possession of Contractor or its Affiliates or Subcontractors at the Effective Date or otherwise produced outside of the Contract; or

(b) enhancements of or in the existing Intellectual Property Rights of Contractor or its Affiliates or Subcontractors;

such rights shall vest in Contractor or its Affiliates or Subcontractors as the case may be.

21.3.3. Where any potential patent or registerable right in any country in the world or any confidential know-how results from:

(a) developments by Company or its Affiliates or Associated Companies which are based wholly on data, equipment, processes, substances and the like in the possession of Company or its Affiliates or Associated Companies at the Effective Date or otherwise produced outside of the Contract; or

(b) enhancements of or in the existing Intellectual Property Rights of Company or its Affiliates or Associated Companies;

such rights shall vest in Company or its Affiliates or Associated Companies as the case may be.

21.3.4. Except as provided in Articles 21.3.1, 21.3.2 and 21.3.3, Company and Contractor shall each have an equal, undivided interest in the right, title and interest in and to any invention that is jointly conceived or generated during the performance of the Contract.

21.3.5. In the event that either Company or Contractor believes that a patent application should be filed on a joint invention in accordance with Article 21.3.4, then both parties agree to cooperate fully in the preparation of such patent application and to pay its respective share of all necessary fees to maintain any jointly owned application or patent assigned to it in force throughout its full term, provided however, that either party may elect to notify the other party that it intends to discontinue payment of such fees and thereafter promptly assign such patent to the other party, thereby retaining no interest therein in exchange for the party and its Affiliates and its Associated Companies being given a royalty-free, irrevocable, non-exclusive, non-transferable, world-wide licence to use such right and to sublicense the use, by mutual agreement, to a Third Party.

21.3.6. In the event that either Company or Contractor do not wish to share equally in payment of the costs for preparing, filing and prosecuting such jointly owned application in accordance with Article 21.3.5, notice shall be provided within thirty (30) Days to the other party and the party proceeding with the patent application at its own cost shall become the assignee of such patent application and subsequent patent or patents issuing therefrom, however, such assignee shall give the other party and its Affiliates and its Associated Companies a royalty-free, irrevocable, non-exclusive, non-transferable, world-wide licence to use such right and to sublicense the use by mutual agreement, to a Third Party.

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21.3.7. Where Equipment, designs, processes, methods, information, work or products specified and used or proposed to be used by Contractor are held to constitute infringement and its use enjoined, Contractor shall at its own expense either procure the right to use the same or replace them with non-infringing Equipment, designs, processes, methods, information, work or products.

21.3.8. For the purpose of this Article 21, “Associated Company” shall mean the ultimate holding company of any Company Affiliates and the subsidiaries in any tier in the chain of ownership of such ultimate holding companies where the immediate parent company has a controlling interest or an ownership interest of fifty percent (50%) or more.

21.4. Intellectual property warranties

21.4.1. Contractor warrants that, unless otherwise disclosed by Contractor, or except in relation to any intellectual property in or arising from Company's Documents:

a) Contractor owns the Intellectual Property Rights in the Documents and is able to grant the assignment of licences contemplated by this Contract;

b) use by Company or any sub-licensee or sub-sub-licensee of the Documents in accordance with this Contract will not infringe the rights (including Intellectual Property Rights) of any Third Party;

c) neither Company nor any sub-licensee or sub-sub-licensee is liable to pay any Third Party any licence or any other fee in respect of the use of the Documents, whether by reason of Intellectual Property Rights of that Third Party, or otherwise; and

d) the use of Company of any sub-licence or sub-sub-licence of the Documents in accordance with this Contract will not breach any Law in respect of Intellectual Property Rights.

21.5. Items of geological or archaeological interest

21.5.1. All fossils, coins, articles of value or antiquity and structures and other remains or items of geological or archaeological interest discovered on the Site shall as between Company and Contractor be deemed to be the absolute property of Company and Contractor shall take reasonable precautions to prevent its personnel or any other persons from removing or damaging any such article or item and shall promptly upon discovery thereof and before removal notify Company in writing of such discovery and carry out at the expense of Company, Company's Instructions as to the disposal of the same.

ARTICLE - 22. CONFIDENTIALITY

22.1. Confidential Information and Confidential Record

22.1.1. Contractor undertakes at all times to:

(a) preserve and cause all Subcontractors and Contractor Personnel to preserve the secrecy of any Confidential Information and Confidential Record;

(b) not disclose to any Third Party any Confidential Information or Confidential Record except with Company's prior written consent; and

(c) not use any Confidential Information or Confidential Record other than for the purpose for which it has been disclosed to Contractor.

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22.1.2. Such undertaking shall continue insofar and for so long as the Confidential Information or Confidential Record in question has not:

(a) become part of the public knowledge of literature otherwise than through any act or default on the part of Contractor; or

(b) been disclosed to Contractor under an obligation to maintain secrecy by a Third Party (other than one disclosing on behalf of Company) who could lawfully do so and who did not derive such Confidential Information or Confidential Record from Company.

22.1.3. Contractor shall ensure that if under the terms of this Article any Confidential Information or Confidential Record comes to the knowledge or in the possession of any Third Party such Third Party shall also be bound by the stipulations contained in this Article.

22.1.4. If requested by Company in writing, Contractor shall return to Company upon completion or termination of the Contract, all originals and copies of Documents, drawings, data and any other information placed with or at the disposal of Contractor by or on behalf of Company relating to the performance of the Contract.

22.1.5. Contractor shall ensure that the provisions of this Article are incorporated in any Subcontract.

22.2. Press releases

22.2.1. No announcements, press releases, handouts or photographs for publication relating to the Contract or any part of the Services shall be issued or released without Company’s prior written approval.

ARTICLE - 23. BUSINESS ETHICS AND PRINCIPLES

23.1.1. Company works under strict general business principles that govern how it conducts its affairs. These business principles are contained in a “Code of Business Conduct”. Copy of “Code of Business Conduct” is available on request.

23.1.2. Company insists on honesty, integrity and fairness in all aspects of its business and expects the same in its relationships with those with whom it does business. The direct or indirect offer, payment, soliciting, giving and acceptance of bribes in any form are unacceptable practices.

23.1.3. Company expects Contractor Group to practice such business principles that are consistent with Company’s business principles.

23.1.4. Without prejudice to any other rights that Company may have, Company may terminate the Contract immediately upon notice in writing should Contractor violate the provisions of this Article.

ARTICLE - 24. CLAIMS

24.1. Contractors Claims for additional expense

24.1.1. Without prejudice to the Article headed "Instructions and Variations to Contract", if Contractor intends to claim any additional payment under the Contract, Contractor shall give notice to Company as soon as possible and in any event within fifteen (15) Days from the date of the event or circumstances giving rise to the claim. The notice shall contain the following information:

a) a clear summary of the facts on which each claim is based;

b) the basis on which each claim is made, identifying the principal contractual terms or statutory provisions relied upon;

c) the nature of the relief claimed:

i. if damages are claimed, a breakdown showing how the damages have been qualified; and

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ii. if the sum is claimed pursuant to the Contract, how it has been calculated; and …

d) any other matter of relevance related to the claim.

24.1.2. Contractor shall keep such contemporary records as may be necessary to fully assess and evaluate the claim.

24.1.3. Within thirty (30) Days of such notice being given, or such other time as may be agreed with Company, Contractor shall forward to Company an account, giving detailed particulars of the amount and basis of the claim. Contractor shall send such further particulars as are requested by Company within the time specified by Company. Where the event pursuant to which Contractor is making its claim is a continuing event, Contractor shall submit interim accounts to Company at intervals of no less than thirty (30) Days. Wherein interim account is submitted the Contractor shall send a final account within thirty (30) Days of the end of the effects resulting from the event

24.1.4. If Contractor fails to comply with this Article it shall not be entitled to an additional payment, nor shall Contractor be entitled to any other relief under the Contract.

ARTICLE - 25. ASSIGNMENT

25.1. Terms of Assignment

25.1.1. Company may assign any or all of its rights or obligations under the Contract, subject to prior notification thereof in writing to Contractor.

25.1.2. Contractor shall not assign its rights or obligations under the Contract, in whole or in part, without the prior written consent of Company.

ARTICLE - 26. APPLICABLE LAW AND DISPUTE RESOLUTION

26.1. Governing Law and Arbitration

26.1.1. This Contract shall be construed and be governed by the laws of the Sultanate of Oman. 26.1.2. Any dispute between Company and Contractor in connection with, or arising out of, the

Contract or the Services shall be resolved by means of the following procedure:

a) the dispute shall initially be referred to the Contract Holder and Contract Manager who shall discuss the matter in dispute and make all reasonable efforts to reach an agreement. The basis of such dispute shall be submitted in accordance with Articles 26.1.7 and 26.1.8;

b) if, in the opinion of a party, no agreement is reachable under Article 26.1.2.(a) the dispute shall be referred, upon an escalation request of such party, to two nominated persons, one from each party, and such nominated person shall have seniority over the Contract Holder and Contract Manager. Such nominated persons may be replaced by notice to the other party;

c) if, in the opinion of a party, no agreement is reachable under Article 26.1.2.(b) the dispute shall be referred, upon request of such party, to the Managing Directors or equivalent level of executive management of Company and Contractor.

26.1.3. In the absence of any agreement being reached on a particular dispute in accordance with Article 26.1.2 within 60 days from the escalation request under Article 26.1.2 (c), then each party shall be entitled to request that such dispute shall be finally settled in accordance with the UNCITRAL Arbitration Rules in force at the Effective Date, by three arbitrators or, if the parties to the dispute agree otherwise, by a sole arbitrator.

26.1.4. Each Party shall nominate an arbitrator and these two arbitrators shall designate a third arbitrator. In the event that either party fails to nominate an arbitrator, as required above, within two (2) months of the date of receipt of the notice of arbitration, then the other party may apply to the President of the Omani Commercial Court who has the authority to nominate an arbitrator to represent the defaulting party. Where the two (2) arbitrators cannot agree on a third arbitrator, either party shall ask the President of the Omani Commercial Court to nominate the third arbitrator.

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26.1.5. The arbitration proceedings shall be conducted in the English language and the seat of the arbitration shall be Muscat, Sultanate of Oman. Awards shall be in writing, and shall be final and binding on the parties from the date they are made without the right of appeal, unless the award is in conflict with public order or due process or given fraudulently. The parties undertake to carry out the award without delay. Enforcement of the award may be entered in any court having jurisdiction.

26.1.6. Whilst any matter(s) is in dispute, both Contractor and Company shall continue to comply with all the provisions of the Contract, particularly, Contractor shall proceed with the execution and completion of the Services or part of the Services, which are not in dispute except to the extent that such continuance would prejudice the legal position and /or rights of either party.

26.1.7. Prior to submitting any dispute in accordance with Article 26.1.2, the party raising a dispute shall send a letter of dispute which shall contain the following information:

a) a clear summary of the facts on which each matter in dispute is based;

b) the basis on which each matter in dispute is made, identifying the principal contractual terms and statutory provisions relied on;

c) the nature of the relief claimed; if damages are claimed, a breakdown showing how the damages have been quantified; if a sum is claimed pursuant to the Contract, how it has been calculated; if an extension of time is claimed, the period claimed; and

d) any other matter of relevance relating to the dispute.

26.1.8. A party receiving a letter of dispute in accordance with Article 26.1.7 shall send, within thirty (30) Days, a letter of response either accepting or rejecting the reasons set out in the letter of dispute including the party’s basis for rejection.

26.1.9. Nothing in this Contract shall constitute an agreement by Contractor Group to engage in any act or omission which would be a violation of or result in a penalty under the laws or regulations of the country to which Contractor Group is subject.

ARTICLE - 27. NOTICES

27.1. Issuing of Notices

27.1.1. All notices under the Contract shall be in writing and in the English language.

27.1.2. Notice to either party shall be given at the address stated in the Form of Agreement and any change of such address shall be notified to the other party in writing.

27.1.3. Notices shall be effective:

a) if delivered by hand, at the time of delivery;

b) if sent by fax, at the time of receipt of the fax;

c) if sent by registered mail, postage prepaid, ten (10) Days after the date of mailing of the registered letter.

27.1.4. If either party intending to serve a notice on the other party forewarns that party by any means, the forewarning shall in no circumstances be deemed to be a notice nor shall the giving of such forewarning have any effect on the time of receipt of the notice.

27.1.5. Unless specifically authorised by Company's Contract Holder, e-mail correspondence shall only be used for the day to day administration of the Contract, and for the avoidance of doubt Notices may not be served by way of email.

ARTICLE - 28. EXPENSES

28.1.1. Except as otherwise provided in this Contract, each party shall pay its own costs and expenses in connection with negotiating, preparing and signing this Contract

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ARTICLE - 29. NO WAIVER

29.1.1. No failure on the part of Company to enforce or to require strict adherence to or performance of any provision of the Contract shall constitute a waiver of such provisions, or affect any of Company's rights or Contractor's obligations under the Contract, unless such waiver or consent is expressly given by Company in writing.

ARTICLE - 30. INDEPENDENT CONTRACTOR

30.1.1. Contractor shall act as an independent contractor with respect to the Services and neither Contractor nor Subcontractor nor any Contractor Personnel shall be deemed to be the personnel or a representative of Company, and shall not hold themselves out to be the personnel or a representative of Company.

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C4 Scope of Work Page 1 of 16

DOCUMENT C-04

SCOPE OF SERVICE

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CONTENT

1.4 OBJECTIVE AND SCOPE

1.4.1 OBJECTIVE

1.4.2 SCOPE

1.5 ESSENTIAL PHASES

1.6 APPROACH

1.7 DESIRED DELIVERABLES

1.8 QUALIFIED BIDDER REQUIREMENTS

1.9 PROJECT TEAM COMPOSITION

1.10 OTHER REQUIREMENT

1.11 KNOWLEDGE TRANSFER

1.12 CONFIDENTIALITY

1.13 NON-DISCLOSURE CLAUSE

1.14 ANNEXURE 1

1.14.1 PROJECT GOVERNANCE

1.14.2 PROJECT RISK MANAGEMENT

1.14.3 PROJECT MANAGEMENT

1.14.3.1 PROJECT INITIATION STAGE

1.14.3.2 PROJECT PLANNING STAGE

1.14.3.3 PROJECT EXECUTION STAGE

1.14.3.4 PROJECT CONTROL STAGE

1.14.3.5 PROJECT CLOSEOUT STAGE

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1.1 Introduction

Oman Gas Company (OGC) was established in the year 2000 by a Royal Decree that has granted the Company concession rights for 27 years to own, construct, maintain and operate natural gas facilities in Sultanate of Oman, and OGC has recently signed a 50-year Restated Concession Agreement (RCA) with the Government of Oman on 06 February 2019.

Since its inception in 2000, OGC has grown in stature and reputation into an integrated enterprise harnessing the power of Oman’s natural gas transportation. The Company employs more than 484 people, of whom 91% are Omanis.

OGC has a network comprising of over 2600 km of gas pipeline with its facilities associated; there are 3 Compressor Stations, 22 Gas Supply Stations and 54 Pressure Reduction & Metering Terminals located across the Sultanate of Oman with 54 customers at present. The 3 pipeline compressor stations are located in Fahud, Al Buraimi and Nimr. The Company gas network extends from Buraimi (adjacent to Oman/UAE borders) to Salalah. The gas is supplied by Petroleum Development of Oman (PDO), Occidental Oman (Oxy), ARA (formerly PTT Exploration & Production - PTTEP), Oman Oil Company Exploration & Production (OOCEP) and British Petroleum (BP). OGC is also responsible for the operational import of the Qatari Dolphin Gas via UAE. The gas is transmitted through the pipeline network and distributed to local industrial estates and factories, located in the various governorates, the power plants and oil fields.

The Company operations are managed through several offices that are located at reasonable proximity to major facilities / operations. The Head office is located at Al Khuwair, Muscat. The Company has following five Regional Offices overseeing the gas supply/transmission operations / activities;

• Muscat Region Office (at Al-Mabella)

• Sohar Region Office

• Fahud Region Office

• Salalah Region Office

• Nimr Region Office.

• Sur Region Office.

In addition, Al Duqm will be added to the Company Operations in the near future.

Oman Gas Company’s network consists of:

• 269 km of 20 inch pipeline extended from Fahud to AL Ghubra

• 240 km of 36 inch pipelines extending from Fahud to Murayrat

• 225 km of 16 inch pipelines from Murayrat to Sohar

• 301 km of 32 inch pipelines From Fahud to Sohar

• 45 km of 24 inch pipeline from Mahadha to Buraimi

• 673 km of 24 inch pipelines from Saih Rawl to Salalah.

• 38 km of 24 inch pipelines from Murayrat to Barka.

• 250 km of 32 inch pipeline from Saih Rawl to BVS9.

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• 85 km of 32 inch loopline from BVS 12 to BVS 15

In addition to the above there are Spur lines from these major pipelines to the customers.

OGC is transporting Natural Gas received from the client (owner) to various customers. OGC does not have any direct control on the chemical and physical properties of Natural Gas and is not responsible for any variations in chemical contents or properties. However, the company time to time is verifying the chemical composition of the transported gas as this has direct impact on company equipment integrity. The quality and quantity of gas transported is governed by the government (MOG – Ministry of Oil and Gas) through NGSA – Natural Gas Sales Agreement.

The Company’s future focus is on opportunities to optimise the gas value chain for the Country. As we grow our business in above areas, we recognize that we also have an important obligation to increase our In-Country Value contribution as well as to develop the Sultanate’s Small to Medium Enterprises.

1.2 General Terms of Reference (TORs)

a) To point out and remove the deficiencies in the business control environment;

b) To evaluate the relevant project, business controls and data risks to provide management with comfort to accomplish the desired outcomes;

c) To review the system implementation from the compliance standpoint (legal requirements);

d) To check the parameters relating to security and segregation of duties;

e) To review the configuration of key automated procedures and controls within the business processes;

f) To review the data migration for its completeness and accuracy;

g) To review, optimize and ensure adequacy of the control environment to be supported by the system’s built-in controls;

h) To assist in establishing effective and efficient processes and controls within the Project Management system at the right cost, reflecting the business risks and objectives balanced against the risk appetite of management;

i) To help in identifying areas where manual procedures and controls can be automated for the benefit of business performance and controls;

j) To assist in optimizing management information reporting in the ERP and other systems;

k) To suggest OGC regarding Project Management requirements for successful Project Management functioning.

1.3 Objective and Scope

1.3.1 Objective

The objective of the review is to assess the adequacy and effectiveness of the project management methodology and related policies, processes, procedures and internal control practices adopted by the Company that provide the board and senior management with assurance that:

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• adequate policies, processes and procedures are documented, implemented and complied with, and are in line with applicable laws, regulations and standards;

• effective controls are designed and implemented in order to mitigate and/or minimize relevant risks and help achieving overall business objectives; to review the design, implementation and operating effectiveness of overall projects & engineering directorate;

• Quality Control and Assurance/Technical Information Management/Risk Management processes are well managed;

• roles and responsibilities in managing projects & various engineering disciplines are processes are well identified;

• standard forms are available to support the Project Management/Engineering processes;

• the project management methodology adopted to execute projects across the Company is appropriate and in line with best practices as recommended by Project Management Institute, British Standards Institute, etc. standards;

• project Management Processes and procedures from initiation to closeout is available, documented and users are trained to use them,

• roles and responsibilities in managing project management processes are well identified;

• projects are in line with the business requirements, goals and objectives of the Company;

• appropriate costing methods exist, and are being adopted to accurately calculate project budget estimates and costs incurred during the execution of projects;

• cost monitoring processes, measures and procedures over the projects exist and are appropriate;

• changes to project scope and budget are appropriately justified, as per the business direction of the Company, and approved;

• project budgets are utilized accordingly for the intended project, cross utilization is minimal and exceptions are approved as per the Company’s policy;

• project execution is clearly linked with companies tendering policies and procedures,

• project documentations are available and stored in accordance to the project management procedure; and

• asset As-built drawing are generated and relevant systems (e.g. Enterprise Resource Planning) and registers are updated;

1.3.2 Scope

The overall scope of the assignment should, at minimum, cover the review of the following areas including review of a sample of projects selected in concurrence with OGC Internal Audit Department:

• Project Management methodology, policies, procedures and standard forms;

• Project Governance

• Project Risk Management

• Projects Contracts & Claims Management

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• Projects Procurement Management

• Projects Quality Management

• Projects Delivery & Execution

• Projects Health, Safety & Environment (HSE).

• Projects Delivery & Execution.

• Projects Planning & Scheduling

• Projects Budgeting & Cost Management

• Engineering & Design Management

• Projects Closure & Handover

• The five main stages of Project as per Project Management Professional (PMP): o Project Initiation stage o Project Planning stage o Project Execution stage o Project Control stage o Project Close-out stage

• Review of Systems utilization.

Minimum three major/ minor projects will be selected in order to check all mentioned criteria in this scope in concurrence with OGC Internal Audit Department.

1.4 Approach

The selected firm shall adopt an audit methodology that is in line with International Professional Practices Framework of the Institute of Internal Auditors or other known best practices as appropriate. Nevertheless, the selected firm’s methodology, in essence, must meet the minimum requirements described in section 1.6 of this document.

1.5 Essential Phases

The selected firm shall deliver the assignment by adopting an approach in line with or similar to the following:

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Phase Approach Description Expected Duration

(Mandays)

Planning • Opening Meeting.

• Develop an understanding of the activity.

• Confirm assignment scope and approach.

• Identify and document key controls.

• Develop an audit program / Risk and Control Matrix (RCM) detailing all the steps/procedures that will be performed in order to achieve the desired audit objectives.

• Identify key stakeholder to be interviewed

• Prepare detailed plan (including timeline) covering all in-scope requirements

• Share data required to start audit

20 - 40

Fieldwork • Execute the fieldwork as per the audit program.

• Evaluate the design effectiveness of controls.

• Test the operating effectiveness of controls by using necessary testing and sampling techniques.

• Carry out audit testing as per scope of work.

• Collect necessary evidences and proof of concepts

• Document audit findings/observations.

• Complete the Risk and Control Matrix with all tests details/ evidences.

• Conduct discussion with relevant team on observations identified and validate findings

• Prepare Initial List of Findings (ILF) and discuss with Auditee

40 - 100

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Phase Approach Description Expected Duration

(Mandays) with all recommendations to mitigate the observations.

Reporting • Prepare draft report for Management discussion and response.

• Agree target dates with management for of rectification/corrective measures.

• Carry out a closing meeting with the management and validate findings.

• Issue Final report.

• Presentation to OGC management & OOC if required.

20 - 40

1.6 Desired Deliverables

The deliverables for this engagement shall include an exception report highlighting the control weaknesses and potential areas of improvement. The findings and recommendations have to be submitted in a detailed report format, which will be approved by OGC. The report shall cover all the areas mentioned in the scope and report shall be in the following format, provided by OGC:

a) Observation: This section shall provide a brief background of the control gap identified. Each control observation shall be graded as 'severe', 'high', ‘medium’, ‘low’ or `best practice' based on the criticality of the business process it addresses, its risk implication and the likelihood of its occurrence.

b) Risk/Implication: Every observation is necessarily linked to an implication on the business of OGC. This section shall detail the impact of the observation and the possible loss to the business.

c) Recommendation: The recommendations to address the gaps identified shall be provided to OGC’s management. All the recommendations shall be feasible, practical and cost effective to implement.

Post submission of the report, detailed presentation (s) have to be made to the relevant stakeholders.

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Desired deliverables as part of this engagement in each phases are:

Phase Deliverables

Planning 1 Audit Plan to cover various location, deployment of consultants, timelines etc.

2 Audit approach/ Methodology

3 Initial Data request

4 Terms of Reference (ToR)

5 Audit Program / Risk and Control Matrix with details of audit tests to be performed

Fieldwork 1 Work paper/Fieldwork file containing all necessary evidence, testing documents. The file must be appropriately referenced to the Audit program.

2 Completed Audit Program (Risk and Control Matrix with details of audit tests conducted with evidence)

3 Initial List of Findings (ILF) (Containing list of observations, risk and recommendations)

Reporting 1 Preliminary Audit observations.

2 Draft Internal Audit Report.

3 Final Internal Audit Report with Management response and target dates.

4 Management presentation on the findings

1.7 Project team composition

It is expected that the Consultant will formulate a project steering committee comprising of project manager, associated team members working on project and OGC audit team representatives to periodically monitor and discuss on project status.

Reviewer will also provide project status report periodically in an approved template to the point of contact from OGC. The expected project team is expected to be always at OGC premises during the project period, especially during the fieldwork stage. The review team should compose of following at minimum:

S. No.

Role Minimum number of resources

Qualification Overall minimum experience

Relevant certification and work experience

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1 Project Manager

One Graduate/ engineering/ MBA

15 years Should be Certified CPM, or MPM or PMP Consultant, and have managed five similar engagements on Project Management audit

Any other certificates CIA … etc.

2 Team Member / Domain Expert

Two Graduate/ engineering/

10 years Should have 10 years of experience in review/ assessment of overall projects and have participate in 3 similar Audits.

Should be Certified CPM, or MPM or PMP Consultant or related equivalent certificate.

Any other certificates CIA…etc.

The Consultant shall provide names and details of at least two Project Managers (PM), and five auditors from which OGC shall select its preferred PM and Auditors.

1.8 Other Requirement:

1) All assurance / affirmations (positive findings) as well as reportable issues shall be supported by factual data / observations/ acceptable evidences;

2) Criteria – audit to be performed with reference to prevalent laws, regulations, IIA Standards, international ISO / design standards and Oil and Gas Industry recommended best practices. Where these are not codified or not subscribed to, audit may refer to industry best practices;

3) Report is to be prepared and presented as per formats provided in the OOC Group Internal Audit Manual, which will be shared with successful bidder;

4) Consultant shall provide copy of working papers and notes (cross referenced Audit working paper file) including their risk assessment and criteria used. These should be sufficiently detailed enough for subsequent review and closure of issues reported. OGC has its own risk assessment criteria and these should be adhered to as far as possible;

5) Consultant to arrange for knowledge transfer sessions during and at the end of the audit to OGC Internal Audit team nominees;

6) Process documentation includes preparation of a matrix (“RCM matrix”) linking Objectives – Risks – Controls – Tests – Findings / positive assertions. Bidder to submit completed RCM matrix for the audit. Such matrix will be discussed with OGC Internal Audit Team.

7) For executing the internal audit, the Consultant shall consider all relevant and available OGC system, records, reports, personnel, and physical properties, including those under the control of third parties.

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8) Procedures to ensure achievement of audit objectives shall include visits, observation, reviews, discussions, analysis, test check and review of transactions, reports & reconciliations.

9) Provide actionable and practical recommendations for identified issues based on discussions with OGC Internal Audit Team and OGC Process Owners.

10) Report release shall include the following: -

• An Initial List of Findings (ILF) and discuss with Auditee with all recommendations to mitigate the observations.

• Draft report to be discussed and validated with process owners (concerned GM/s and Manager/s);

• After that the Draft report shall be issued for management response to the concerned GM/s and Manager/s)

• Once management response is received, it shall be presented for confirmation to the EMD and then released as final to OGC Management and OOC Audit & Risk Committee.

11) Consultant shall present the report to the OOC Audit & Risk Committee, if required.

12) Consultant shall be responsible for arranging business visa for their personnel if they are not residents of Oman.

13) Consultant shall make arrangement for accommodations & Transportations for their personnel for any sites visits in Muscat and coastal regions. For interior regions of Oman (Fahud & Nimr), the same will be arranged by OGC.

1.9 Knowledge Transfer:

The Consultant should also ensure that sufficient knowledge transfer is provided to OGC audit team while carrying out Project Management audit on methodology, approach, test cases, sample selection, tools etc.

1.10 Audit Scope:

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The detailed scope should specifically cover the review of the following, as minimum:

1.10.1 Project Governance:

• Review project organization structure;• Review responsibility / RACI matrix• Review approved policies & procedures around the project processes• Review approved DOA document• Review project business case / feasibility reports• Review Roles & responsibilities of the project staff, etc.

1.10.2 Project Risk Management:

• Review availability, adequacy and update of ERM Risk Registers

• Review stage gate/milestone approvals;

• Review Project design brief in line with project vision

• Review engineering design progress of Architect/design consultants, etc.

• Review interface management;

• Review revision control & documentation;

• Review Design evolution and change management, etc.

• The list of risk including the constraints and assumption, and planned responses for each risk.

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1.10.3 Project Management:

1.10.3.1 Project Initiation Stage:

The following aspects of the project need to be reviewed during this stage:

• Business case and cost/benefits analyses, • Setup of the Initial Project Team and generation of roles and responsibilities and

Project Terms of Reference, • Identification of stakeholders, • Identification of relevant project deliverables at this stage; like but not limited to;

o Feasibility Study o Design consultant o Environment Impact Assessment (EIA) Studies o Concept Selections o Basis for Design o Site Selection Report o Front End Engineering Design o Development Options/Scenarios o Stakeholder Management o Regulatory Compliance and Permits acquisitions Plan o Risk Identifications and Management o Health, Safety, Security and Environment Analysis o Operations Philosophy o Quality management plan o Master Equipment List o Procurement List of Major Long-Lead equipment and critical materials o Project Procurement Strategy & Plan o Contracting Strategy o Cost estimating processes, measures and procedures exist o process for FEED preparation & endorsement

1.10.3.2 Project Planning Stage:


• Alignment of project’s business requirements with company goals and objectives.

• cost monitoring processes, measures and procedures over the projects • Changes to project scope and budget. • Project budgets are utilization & approvals. • Project execution linkage with companies tendering policies and procedures, • The project scope (i.e. the objectives and the deliverables of the projects), • The budget for the project, • dependencies of the project schedule with cost estimates, scheduled start and

end dates, between the various tasks and major milestones, • comprehensiveness, interdependency & approvals of a project schedule; • resource & cost loading in the baseline schedule; • adherence to schedule updating process; etc • Critical path, • The resources (i.e. staff, budget, goods, services etc.)

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• The change control process for handling change requests for the project, • Standards, • Performance measurement baselines for schedule and cost, • Procurement Management Plan, • Quality Management Plan, • Communication Plan, • Human Resources Management Plan, • HSE Management Plan, • Designs Reviews, • HAZOP Review, • Safety Integrity Level (SIL) study, • Documents and information managements • interface management; • Design evolution and change management, etc.

1.10.3.3 Project Execution Stage:


• Kick-off meetings • Project Execution Plans • Construction Tender Preparation and Issuing Process • Construction Commencement • inspections & testing logs • NCR raising & closing process • work certification process and adherence to the same • NCR resolution & update reports • Quality department KPIs, Periodic Reporting & MIS reports, etc. • Milestones achievements • Variations To Contract • Scope Changes • Field Trouble Reports • Tasks and Roles Assignment to project team • Project Progress Meeting • Team Development and Training • Contract Management • 3rd Parties Audits, Checks and Inspections • Technical Approving Authority System • HSE Management during the project. • HSE defaults actions/ claim/ close out. • Mobilization • Consultant Performance reviews • the daily, weekly & monthly progress reports • inspection requests log (inspection of the works & material); • material reconciliation log • list of long lead items & status • joint measurement sheets, etc • Statutory Approval Management

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• Appointment of Personnel; delegation of authorities • Completion of Documentation • Consultant ’s Quality and HSE Management Plans • Audits and Inspections • Consultant Management • Sub-Vendor Management • Substantial Completion Process • Approved For Construction (AFC) packages • Interface Management • Reliability, Availability and Maintainability • Inspection and Testing Facilities • Factory Accepting Tests (FAT) • Site Accepting Tests (SAT) • Operating Procedures • Detailed HAZOP Report • Safety Integrity Level (SIL) study Report, • Equipment’s and project documentations • Punch list close out • Commissioning and Start-Up (CSU) Strategy • Pre-start up Audit • Pre-commissioning • Commissioning • Performance Tests • Handover

• Company Staff training and involvement • Certificates • Progress Meeting • Project Handover to operation • Documents Handover • Project Final Close Out

1.10.3.4 Project Control Stage:

The following aspects of the project need to be reviewed during the project control stage:

• Scope of work implementations • Project Planning and scheduling • Cost & Budget • Project Progress monitoring and reporting • Issues Logs, Analyses and Managements • Changes Logs and Managements • Risks Managements and Updates • Communication between Company and Consultant • Variations To Contract (VTC) • Timesheets • Audit and Reviews • Invoices and Payment

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• Resources Availabilities • HSE Requirements and KPI’s • Consultant Quality System • Project Quality plan implementation • Claims Management • Contract Value management • Milestones Achievements • Engineering design progress of design consultants, etc.

• Management of PMC contract. • Management of PMC services provided to third parties including financial

management.

1.10.3.5 Project Closeout Stage:

The following aspects of the project needed to be checked and reviewed during the project closeout stage:

• The project acceptance by the users • Documentation (e.g. User Guide, Support Guide, Engineering Drawings,

Manuals etc.) preparation and acceptance by the end user • Maintenance Spares handed over • Surplus project materials handed over • ERP/ other systems is updated with all new /modified assets • Lessons learnt for the benefit of future projects • Outstanding issues, snag/punch listing & resolution documentation and action

plan for close out • Post implementation review. This is to map the implemented project

parameters against the plan or feasibility study assumptions. • Rewards and Penalties as per the contract • Project closure with finance to capture the amount capitalized, with the date of

capitalization, and the life of each capitalized assets. • demobilization planning • Lessons learnt from project evaluation & Knowledge management, etc. • Archive Project Documents • Final Acceptance Certificate • Project legal requirement. • Legal issues settlement. • Contract Closure

• Close Out

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Ref. No: OGC/18/2019 Page 1 of 4

C 05 – SCHEDULE OF PRICES

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C 05 – SCHEDULE OF PRICES

1.1. The Consultant ’s quoted prices and unit rates shall be all-inclusive for performance of the work as defined in the Scope of Work and shall include, but not be limited to, salary, leave pay, leave relief, travel, and transport, medical and other benefits of their employees.

1.2. These shall also include Consultant ’s office facilities, printing, stationary, utilities, communication, taxes, overheads & profits, all site visits, necessary equipment necessary for the performance of the work, coordination with concerned agencies and attending meetings as necessary.

1.3. The prices and unit rates are in Omani Rials (OMR) and remain valid for the duration of the Contract.

1.4. All prices shall be inclusive; but not limited; of any\all applicable customs \ import \ transport and or other taxes, insurance, transit or other. OGC shall not furnish any document on tax exemption or bear any additional costs for any reasons.

2. BASE CONTRACT PRICE

2.1. Price Sufficiency

We confirm that we have fully understood and satisfied ourselves with the Scope of Work under this Contract

and have submitted the prices on this basis.

3. Pricing Schedule

Item No. Description Quantity

Amount inFigures (OMR)

Amount in Words(OMR)

1 Planning, Fieldwork and Reporting as detailed in Schedule C-4 – Scope of Work

Lump Sum

Total Amount carried over to Form of Tender

4. Payment Terms

a) Payment shall be made as per Schedule 5.0 Payment Milestone

b) Payment shall be made within 45 days from the date of certification by the Company’s

authorized Contract Holder.

c) Penalty of 0.5% per day to a maximum of 10% of Contract Price shall be applied for failure in

submitting the final Audit report.

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5.0 Payment Milestone

MS. Phase Deliverables Terms of Payment % of Lump-Sum of

Contract Value

1. Planning

(a). Assignment level Risk

Assessment and Audit Plan

After submitting

assignment level

risk assessment

and audit plan.

30%

2. Fieldwork

(a). Audit Program After submitting the

audit program that will

be used, work

paper/fieldwork files

with all documentations

and risk and control

matrix.

35%

(b). Work paper/Fieldwork file

containing all necessary

evidence, testing documents.

The file must be appropriately

referenced to the Audit

program.

(c). Risk and Control Matrix

3. Reporting

(a) Initial List of Observations For review of OGC

Internal Audit Team 10%

(b). Draft Internal Audit Report

After review of OGC

Internal Audit Team

and discussions with

different stakeholders

15%

(c). Final Internal Audit Report

Final Internal audit

report with

management response

and target dates, after

final presentation to

10%

6.0 Unit Rates Schedule

These unit rates shall be used only when there are changes in the Scope of Work and subject to Company’s

approval.

a). Unit Rate for Personnel:

Sr. Personnel Unit Rate / Hour OMR Unit Rate /Day (8 hrs day) OMR

1. Project Management Auditor

2. Project Management Domain

Expert

3. Manager

4. Senior Manager

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b). Unit Rate for Company PM Assets:

Additional Information Assets to be reviewed

Sr. Assets to be reviewed Quantity Unit Rate /Day

(8 hrs day) OMR

1. PM Process Each

2. PM Document Each

3. PM System Each

4. Business App Each

5. System Software Each