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66000XXXXX
SCHEDULE C
1. CONTRACT PRICE
1.2 Except as otherwise provided herein below, the Contract Price constitutes
the entire compensation due CONTRACTOR for the WORK and all of
CONTRACTOR's obligations hereunder and includes, but is not limited to,
compensation for any Government-caused cost increases imposed at any
time, all applicable taxes, duties, fees, overheads, profit, mobilization and
demobilization, and all other direct and indirect costs and expenses
incurred or to be incurred by CONTRACTOR hereunder. The Contract
Price covers any overtime premiums and payments.
1.3 The Contract Price and rates in Pricing Attachment I to Schedule C are
firm for the duration of the Contract and are not subject to escalation for
any reason. No adjustments in the Contract Price or rates in Pricing
Attachment I to Schedule C shall be made as a result of changes in the
relative value of any currency. The Contract Price is broken down into the
constituent portions of the WORK as shown in Pricing Attachment I to
Schedule C. The Contract Price represents an amount to compensate
CONTRACTOR for all costs, overhead and profit relating to construction
and procurement services for the FACILITIES.
1.4 The Contract Price and rates in Pricing Attachment I to Schedule C shall
be adjusted only by an Amendment. Compensation for Changes and any
adjustment in the Contract Price shall also be broken down in the format
set forth in Pricing Attachment I to Schedule C.
1.5 The lump sum Contract Price is broken down into, and is the sum of, the
following constituent elements of the WORK in the amounts set forth in
Attachment I to Schedule C:
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SCHEDULE C CONTRACT NO. 66000XXXXX
Further to, and not in limitation of, the terms of Schedule "A", in the event
that CONTRACTOR has failed to meet any of the obligations specified
below, SAUDI ARAMCO may, at its sole discretion, withhold any and all
payments otherwise due CONTRACTOR under this Schedule C until
such time as CONTRACTOR corrects the failure. SAUDI ARAMCO
reserves the right to withhold payment under this Paragraph:
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SCHEDULE C CONTRACT NO. 66000XXXXX
2.2 The compensation due CONTRACTOR or the credit due SAUDI ARAMCO
for Changes shall be established on one or more of the following bases at
SAUDI ARAMCO's option:
2.2.3 Work Unit Rate basis in accordance with Paragraph 5 below and
as set forth in Pricing Attachment I to Schedule C.
2.6 SAUDI ARAMCO has the right to issue Change Order to direct
CONTRACTOR to source material items specified in Life Cycle Costing
and Material Sourcing in Pricing Attachment I to Schedule C. The value
of such Change Order shall not exceed the delta between the material
pricing in the base proposal and the material price associated with the
directed alternate source specified by SAUDI ARAMCO.
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SCHEDULE C CONTRACT NO. 66000XXXXX
2.11.5 Courier services (DHL, Federal Express. etc.) directly incurred for
SAUDI ARAMCO.
2.11.7 Where third party services under this Paragraph 2.11 are required,
at least three quotations shall be solicited, unless waived by the
Company Representative.
3.1 The Labor Rates for CONTRACTOR personnel set forth in Pricing
Attachment I to Schedule C represent full and complete compensation to
CONTRACTOR for WORK performed pursuant to Paragraphs 9.5 and 10
of Schedule "A" and Paragraphs 2.2.2 and 2.7 of this Schedule "C", and
are inclusive of all costs as set forth herein.
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SCHEDULE C CONTRACT NO. 66000XXXXX
4.1 The Equipment Rates for equipment utilized for the WORK set forth in
Pricing Attachment I to Schedule C represent full and complete
compensation to CONTRACTOR for WORK performed pursuant to
Paragraphs 9.5 and 10 of Schedule "A" and Paragraphs 2.2.2 and 2.7 of
this Schedule "C".
4.1.2 Equipment Rates include, but are not limited to, all costs for
mobilization/demobilization, transportation and travel time to and
from the WORK Site, site overheads, all maintenance costs
including maintenance labor, catering and accommodation costs
related thereto, repairs, fuel, lubricants, spare parts, operating
supplies, tools, consumables, depreciation, standby time,
insurance and taxes associated with the supply and operation of
the equipment, any Government-caused cost increases imposed
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SCHEDULE C CONTRACT NO. 66000XXXXX
at any time, and all overhead costs and profit. Equipment Rates
also include the cost of equipment drivers or operators, if
applicable. SAUDI ARAMCO shall not be charged for equipment
idle time due to CONTRACTOR's failure to provide operators.
4.1.4 Monthly Rates for equipment shall be for ten (10) hours per day
and for twenty six (26) days per month.
4.1.6 Should the removal from the WORK Site of any item of
CONTRACTOR equipment requiring major repair impede the
progress of the WORK or should any item of CONTRACTOR
equipment be lost or destroyed, CONTRACTOR shall promptly
supply an equipment substitute unless otherwise agreed by
SAUDI ARAMCO. Equipment not meeting SAUDI ARAMCO
safety standards shall be considered inoperative and shall be non-
chargeable hereunder.
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SCHEDULE C CONTRACT NO. 66000XXXXX
Work Unit Rates for Changes set forth in Pricing Attachment I to Schedule C
represent an alternative basis for determining the full and complete compensation
due to CONTRACTOR for accomplishing a Change or the credit due SAUDI
ARAMCO for deleted WORK. They are inclusive of all costs, including but not
limited to the cost of labor, material, engineering, taxes, transportation,
preparation, handling, fabrication, construction, overhead, any Government-
caused cost increases imposed at any time, profit and fee as applicable. Work
Unit Rates for Changes shall remain the same whether the Change represents an
increase or decrease in WORK.
6.1 After the Effective Date of this Contract, CONTRACTOR may invoice
SAUDI ARAMCO for any advance payment (not to exceed an amount
equal to five percent (5%) of the Lump Sum Contract Price) as set forth in
Pricing Attachment I to Schedule C (the "Advance Payment").
CONTRACTOR shall simultaneously provide SAUDI ARAMCO with a letter
of credit or bank guarantee as set forth in Exhibit I to this Schedule C
from a bank acceptable to SAUDI ARAMCO and for an amount equal to
the Advance Payment.
SAUDI ARAMCO shall deduct ten percent (10%) of the total invoice value
attributable to the lump sum Contract Price from each of CONTRACTORs
payments due hereunder until such time as the full Advance Payment
amount has been recovered. In the event that this Contract is terminated
prior to full recovery of the Advance Payment by SAUDI ARAMCO,
CONTRACTOR shall immediately repay the balance of the Advance
Payment to SAUDI ARAMCO. CONTRACTOR shall have the right to
replace the bank guarantee provided to SAUDI ARAMCO in accordance
with this Paragraph 6.1 with a new bank guarantee(s) provided the current
amount of such bank guarantee is not less than the remaining Advance
Payment amount not yet recovered by SAUDI ARAMCO.
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SCHEDULE C CONTRACT NO. 66000XXXXX
6.3.2 Payment for Milestone Categories shall be due only when the
respective activities/deliverables are 100% completed and
accepted by the Company Representative. The total payable for
individual Milestone Categories shall be determined as specified
in Attachment I to Schedule C.
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SCHEDULE C CONTRACT NO. 66000XXXXX
6.4.2 SAUDI ARAMCO shall have the right to review and approve
CONTRACTORs purchase order plan provided under 6.4.1
above. CONTRACTOR shall not be entitled to invoice SAUDI
ARAMCO for materials until CONTRACTORs purchase order
plan has been agreed to and approved by the Company
Representative.
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SCHEDULE C CONTRACT NO. 66000XXXXX
6.5 Retention
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SCHEDULE C CONTRACT NO. 66000XXXXX
6.5.4 If at any time the Contract Price is increased such that the value of
the bank guarantee provided pursuant to Paragraph 6.5.2 is less
than five percent (5%) of the current Contract Price, SAUDI
ARAMCO may (at its absolute discretion):
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SCHEDULE C CONTRACT NO. 66000XXXXX
6.5.7 Without in any way limiting SAUDI ARAMCOs rights and remedies
under the Contract, if CONTRACTOR fails to provide an amended
or replacement bank guarantee pursuant to Paragraph 6.5.6,
SAUDI ARAMCO shall have the right to call on the outstanding
balance of such bank guarantee and hold the same as security for
compliance by CONTRACTOR with its obligations and liabilities
under the Contract. SAUDI ARAMCO shall be entitled to make
deductions against any amounts so held in respect of any claim for
which it would have been entitled to call on an amended or
replacement bank guarantee (had CONTRACTOR provided same
pursuant to Paragraph 6.5.6), but shall otherwise return to
CONTRACTOR the remaining balance of such amounts (without
any interest) if CONTRACTOR later provides the relevant amended
or replacement bank guarantee or, if no amended or replacement
bank guarantee is provided, following the date on which the relevant
bank guarantee would have been returned in accordance with the
Contract.
6.6 CONTRACTOR shall invoice SAUDI ARAMCO in the currency set forth in
Pricing Attachment I to Schedule C and shall be paid in such currency or,
at CONTRACTOR's request and subject to SAUDI ARAMCO's approval, a
Contract awarded in Saudi Riyals may be paid in U.S. Dollars. The rate of
exchange used by SAUDI ARAMCO to convert Saudi Riyals to U.S.
Dollars will be the SAUDI ARAMCO rate of exchange in effect on the date
each invoice is processed for payment by SAUDI ARAMCO.
6.7 All invoices submitted by CONTRACTOR shall state in both words and
numbers the net amounts payable.
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SCHEDULE C CONTRACT NO. 66000XXXXX
Manager
Operations Accounting Department
SAUDI ARABIAN OIL COMPANY
Box 5000
Dhahran 31311
Saudi Arabia
7.3 SAUDI ARAMCO shall have the right to approve or reject the bank
proposed by CONTRACTOR and request CONTRACTOR to propose a
different bank.
7.4 SAUDI ARAMCO shall not be liable for delays in the transmission of
payments to CONTRACTORs bank account due to reasons not within
SAUDI ARAMCOs control. SAUDI ARAMCO shall have the right, at its
sole discretion, to issue any or all payments to CONTRACTOR relative to
this Contract by check instead of by wire transfer. In such case, SAUDI
ARAMCO shall issue such check(s) at SAUDI ARAMCOs offices in Saudi
Arabia, or mail the check(s) to CONTRACTORs address.
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SCHEDULE C CONTRACT NO. 66000XXXXX
CONTRACTOR and its affiliated companies shall maintain, and shall cause their
subcontractors to maintain, books, records, correspondence, instructions, plans,
drawings, receipts, vouchers, memoranda and other evidence (the foregoing
constitute "records" for the purpose of this Paragraph), according to such
accounting procedures and practices as are satisfactory to SAUDI ARAMCO,
sufficient to accurately and properly reflect costs incurred by CONTRACTOR and
invoiced to SAUDI ARAMCO under this Contract and the disposition of any
material, tools or equipment provided by SAUDI ARAMCO to CONTRACTOR.
SAUDI ARAMCO, or any firm of auditors appointed by SAUDI ARAMCO, shall
have access, at all reasonable times, to all such records for the purpose of
auditing and verifying costs or for any other reasonable purpose, and shall have
the right to reproduce any such records. CONTRACTOR shall preserve and
make available, and shall cause its affiliated companies and subcontractors to
preserve and make available, all such records for a period of two (2) years after
Project Completion or termination of this Contract; provided, however, that if any
such records are or may be required to resolve any claim or arbitration, or any
legal proceeding pursuant to this Contract, the rights of access and examination
described in this Paragraph shall continue until final disposition of such claim or
arbitration.
9. SETOFF
to Schedule C for the purchase of the Contractor Camp and/or Project Support
Buildings. If a fee for purchase of the Contractor Camp and/or Project Support
Buildings is not specified in an applicable line item in Exhibit I to Pricing
Attachment I to Schedule C, and should SAUDI ARAMCO exercise its option to
purchase, CONTRACTOR and SAUDI ARAMCO shall negotiate the terms of
purchase in good faith.
11. TRANSLATION
END OF SCHEDULE C
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SCHEDULE C CONTRACT NO. 66000XXXXX
EXHIBIT I
Gentlemen,
a) Should SAUDI ARAMCO in its sole judgment determine that Contractor has failed
to perform according to the terms of the Contract, the Guarantor shall
immediately pay to SAUDI ARAMCO without any reservation the amount SAUDI
ARAMCO demands, notwithstanding objection by the Contractor. Such amount
shall be paid upon SAUDI ARAMCOs first written demand in the form attached
hereto as Annex I, but shall not exceed in the aggregate the maximum
guaranteed amount.
b) Upon SAUDI ARAMCOs demand for payment made at least three (3) business
days prior to the date payment hereunder is expected, payment shall be made to
SAUDI ARAMCO of the amount demanded in immediately available funds, not
later than 10.00 am, Saudi Arab time, on the day for which payment is
demanded. The term business day shall mean a day on which banks are open
for business in the city of Dammam.
c) Payments made hereunder shall be free and clear of, and without deduction for,
any taxes, levies, imposts, duties, charges, fees, deductions or withholdings of
any nature, including Guarantors right of set-off.
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SCHEDULE C CONTRACT NO. 66000XXXXX
e) This guarantee shall remain valid and in full force and effect until ____________,
14 ______________ corresponding to _____________, 20___ and shall be
automatically extended for successive periods of three (3) Gregorian months
each, until Guarantor receives a letter from SAUDI ARAMCO stating that
Contractor has earned the advance payment(s) according to the terms of the
Contract.
f) Guarantor represents and covenants that the amount of this guarantee, when
added to any other financial liability incurred by the Guarantor in respect of the
Contractor, does not exceed twenty-five percent (25%) of the aggregate amount
of the Guarantors reserves and paid-in capital.
g) All notices to SAUDI ARAMCO concerning this guarantee shall be sufficient when
delivered in person or sent by registered mail to the Treasurer at the address set
forth above, or sent by facsimile to +966 13 873-2572/875-3473.
h) This guarantee sets forth the full terms of the Guarantors undertaking in relation
to the above. Such undertaking shall not be modified, annulled or amplified by
reference to any other document referred to herein or to which this guarantee
relates and any such reference shall not be deemed to incorporate such
document herein.
________________________
(Authorized Signature)
________________________
(Name)
________________________
(Title)
________________________
(Date)
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SCHEDULE C CONTRACT NO. 66000XXXXX
ANNEX 1
Date: _____________
Gentlemen,
Please be advised that SAUDI ARAMCO demands payment of the above referenced
guarantee in the amount of ___________________ in accordance with the terms
thereof no later than 10:00 am on (date). One of the following payment methods shall
be specified by SAUDI ARAMCO:
1. Make the check payable to the Saudi Arabian Oil Company for pick-up by our
representative (name).
2. Transfer the amount to Account (No. and Name) maintained at your bank and
provide SAUDI ARAMCO with a credit advice.
3. Transfer the amount to Account (No. and Name) maintained at your bank and
provide SAUDI ARAMCO with a copy of the transfer instructions.
Treasurer
Saudi Arabian Oil Company
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SCHEDULE C CONTRACT NO. 66000XXXXX
EXHIBIT II
The Treasurer
Saudi Arabian Oil Company
P O Box 5000
Dhahran 31311
Saudi Arabia
Gentlemen,
a) Should SAUDI ARAMCO in its sole judgment determine that Contractor has failed
to perform according to the terms of the Contract, the Guarantor shall
immediately pay to SAUDI ARAMCO without any reservation the amount SAUDI
ARAMCO demands, notwithstanding objection by the Contractor. Such amount
shall be paid upon SAUDI ARAMCOs first written demand in the form attached
hereto as Annex I, but shall not exceed in the aggregate the maximum
guaranteed amount.
b) Upon SAUDI ARAMCOs demand for payment made at least three (3) business
days prior to the date payment hereunder is expected, payment shall be made to
SAUDI ARAMCO of the amount demanded in immediately available funds, not
later than 10.00 am, Saudi Arab time, on the day for which payment is
demanded. The term business day shall mean a day on which banks are open
for business in the city of Dammam.
c) Payments made hereunder shall be free and clear of, and without deduction for,
any taxes, levies, imposts, duties, charges, fees, deductions or withholdings of
any nature, including Guarantors right of set-off.
e) This guarantee shall remain valid and in full force and effect until ____________,
14 ______________ corresponding to _____________, 20___ and shall be
automatically extended for successive periods of three (3) Gregorian months
each, until Guarantor receives a letter from SAUDI ARAMCO stating that
Contractor has earned the advance payment(s) according to the terms of the
Contract.
f) Guarantor represents and covenants that the amount of this guarantee, when
added to any other financial liability incurred by the Guarantor in respect of the
contractor, does not exceed twenty-five percent (25%) of the aggregate amount
of the Guarantors reserves and paid-in capital.
g) All notices to SAUDI ARAMCO concerning this guarantee shall be sufficient when
delivered in person or sent by registered mail to the Treasurer at the address set
forth above, or sent by facsimile to +966 13 873-2572/875-3473.
h) This guarantee sets forth the full terms of the Guarantors undertaking in relation
to the above. Such undertaking shall not be modified, annulled or amplified by
reference to any other document referred to herein or to which this guarantee
relates and any such reference shall not be deemed to incorporate such
document herein.
________________________
(Authorized Signature)
C-EXH-II-2
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SCHEDULE C CONTRACT NO. 66000XXXXX
ANNEX 1
Date: _____________
(Name and Address of Bank)
Gentlemen,
Please be advised that SAUDI ARAMCO demands payment of the above referenced
guarantee in the amount of ___________________ in accordance with the terms
thereof no later than 10:00 am on (date). One of the following payment methods shall
be specified by SAUDI ARAMCO:
1. Make the check payable to the Saudi Arabian Oil Company for pick-up by our
representative (name).
2. Transfer the amount to Account (No. and Name) maintained at your bank and
provide SAUDI ARAMCO with a credit advice.
3. Transfer the amount to Account (No. and Name) maintained at your bank and
provide SAUDI ARAMCO with a copy of the transfer instructions.
Treasurer
Saudi Arabian Oil Company
C-EXH-II-3
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SCHEDULE C CONTRACT NO. 66000XXXXX
EXHIBIT III
BANK GUARANTEE IN
LIEU OF RETENTION
The Treasurer
Saudi Arabian Oil Company
Box
Dhahran
Saudi Arabia
Gentlemen:
We refer you to the above referenced contract (the "Contract"), entered into as of _____
___________________________________ by and between the Saudi Arabian Oil
Company ("SAUDI ARAMCO") and _____________________("Contractor") for
______________________________________________________________________
________________________________.
a) Upon SAUDI ARAMCOs first written demand, the Guarantor shall immediately
pay to SAUDI ARAMCO without any reservation the amount SAUDI ARAMCO
demands, notwithstanding objection by the Contractor. The amount payable to
SAUDI ARAMCO under this guarantee shall not exceed in the aggregate the
above-mentioned amount.
b) Upon SAUDI ARAMCOs demand for payment made at least three (3) business
days prior to the date payment hereunder is expected, payment shall be made to
SAUDI ARAMCO of the amount demanded in immediately available funds, not
later than 10.00 am, Saudi Arab time, on the day for which payment is
demanded. The term business day shall mean a day on which banks are open
for business in the city of Dammam.
c) Payments made hereunder shall be free and clear of, and without deduction for,
any taxes, levies, imposts, duties, charges, fees, deductions or withholdings of
any nature, including Guarantors right of set-off.
e) This guarantee shall remain valid and in full force and effect until ____________,
14 ______ corresponding to _____________, 20___ and shall be automatically
extended for successive periods of three (3) Gregorian months each, until
Guarantor receives written notice from SAUDI ARAMCO stating that all matters
under the Contract have been formally and finally settled between SAUDI
ARAMCO and Contractor.
f) Guarantor represents and covenants that the amount of this guarantee, when
added to any other financial liability incurred by the Guarantor in respect of the
Contractor, does not exceed twenty-five percent (25%) of the aggregate amount
of the Guarantors reserves and paid-in capital.
g) All notices to SAUDI ARAMCO concerning this guarantee shall be sufficient when
delivered in person or sent by registered mail to the Treasurer at the address set
forth above, or sent by facsimile to +966 13 873-2572/875-3473.
h) This guarantee sets forth the full terms of the Guarantors undertaking in relation
to the above. Such undertaking shall not be modified, annulled or amplified by
reference to any other document referred to herein or to which this guarantee
relates and any such reference shall not be deemed to incorporate such
document herein.
(Authorized Signature)
Name:
Title:
Bank:
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SCHEDULE C CONTRACT NO. 66000XXXXX
ANNEX 1
Date:
(Name and Address of Bank)
Gentlemen,
Please be advised that SAUDI ARAMCO demands payment of the above referenced
guarantee in the amount of ___________________ in accordance with the terms
thereof no later than 10:00 am on (date). One of the following payment methods shall
be specified by SAUDI ARAMCO:
1. Make the check payable to the Saudi Arabian Oil Company for pick-up by our
representative (name).
2. Transfer the amount to Account (No. and Name) maintained at your bank and
provide SAUDI ARAMCO with a credit advice.
3. Transfer the amount to Account (No. and Name) maintained at your bank and
provide SAUDI ARAMCO with a copy of the transfer instructions.
Treasurer
Saudi Arabian Oil Company
C-EXH-III-3
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