1.425 GWac Al Kahfah PV Independent Power Plant
1.425 GWac Al Kahfah PV Independent Power Plant
Subject: Letter of Award for Installation of Electrical work for temporary site facilities at 1.425 GWac
Al Kahfa Solar PV Plant.
We are pleased to issue a Letter of Award for Installation of Electrical work for temporary site
facilities as per the approved drawings, plans, instructions of the engineer in charge as per the
Contractor’s specifications and agreed clarifications.
Notice to Proceed for works will be issued by Contractor to M/s Express Arabia General Contracting
Est.
Scope of Works:
Attached per Annexure III
1. PRICE
The Contract value for the subject work for this project is SAR 152,200.000 /- (Saudi riyal One
Hundred Fifty-Two thousand Two hundred only). The Amount is exclusive of VAT as applicable in
KSA. VAT of 15% shall be applicable on the invoice value.
Prices are firm and fixed and shall not be subject to any escalation until completion of the Works,
the period for which is again mutually agreed. The contract is on a re-measurable basis on the
actual quantity executed at the site.
2. COMPLETION PERIOD
Time is the essence of the contract. The entire scope of work related to Construction of temporary
site facilities must be completed by 14th December 2023. The subcontractor shall ensure that the
work, including punch point correction and handover, are done within the mentioned period. Sub-
contractor shall ensure that all timelines as per the milestone are met as mentioned in Annexure-II
– Schedule and Milestones
Based on the progress and commitment to complete the schedule of works we reserve our right to
de-scope the remaining whole if the progress is not satisfactory.
3. TERMS OF PAYMENT
100% of the invoice values shall be released within 30 days of submission of approved Invoice and
supporting documents.
4. SPECIFICATIONS
As per Drawings and Instructions provided by the Engineer In-charge at the site and standard
engineering practices, WHEREAS,
the Subcontractor is willing to undertake the Works shall be carried out for the Project all
as described in the Contract, in accordance with the terms and conditions hereinafter set
forth and
the Subcontractor hereby declares to have full knowledge and understanding of the
content of all documents whether contained or referred to in the Contract.
b) The Contract constitutes the whole agreement between the parties and supersedes any previous
arrangement, understanding or agreement between them relating to the subject matter it covers.
c) The following Annexures shall be read and construed as one (1) document and shall as such form
the Contract save always that in the event of ambiguity or contradiction between in any particular
Annexure the most stringent standard shall apply. Any such cases which cannot be resolved by
reference to the stringent standard, the Contractor shall clarify the ambiguity and/or choose
between the discrepant items and the Subcontractor shall comply accordingly.
1) This Document
2) Annexure 1 - Terms and Conditions
3) Annexure 2 – Schedule and Milestones
4) Annexure 3 – Scope of Works and Price Schedule
5) Annexure 4 - HSSE Requirements
6) Annexure 5 - Quality Control and Assurance
7) Annexure 8 – 8A: Waiver Declaration, 8B: Integrity and Compliance Undertaking & 8C: Affidavit
and Final Release and Waiver of Liens
d) Save where the provisions of the Contract expressly and specifically require otherwise, the
Subcontractor shall assume and perform hereunder all the obligations and liabilities of the
Contractor under the Main Contract in relation to the Contract Works on the basis of a “flow
down” or “back-to-back” principle.
f) Subcontractor shall, in accordance with the terms and conditions of the Contract, perform and
complete the Works and Contractor shall pay to Subcontractor the Contract price as set out in
Annexure 3.
g) The Contract price shall be fixed and firm for the whole duration of the Contract and shall not be
subject to any Variation unless otherwise adjusted by way of a Variation order issued in
accordance with Section 24 “Variations” of Annexure 1 - Terms and Conditions the Contract.
i) The Contract constitutes the whole agreement between the parties and supersedes any previous
arrangement, understanding or agreement between them relating to the subject matter it covers.
j) The provisions contained in this Contract shall be enforceable independent of each of the others
and its validity shall not be affected if any of the other provisions are invalid. If any of those
provisions are void but would be valid if some parts of the provision were deleted, the provision in
question shall apply with such modification as may be necessary to make it valid.
k) No modification or amendment of this Contract and no waiver of any of the terms or conditions
hereof shall be binding, unless made specifically in writing duly executed by the authorized
representatives of the Parties.
l) Subcontractor agrees and undertakes that in connection with this Contract, it will comply with all
applicable laws, rules, regulations, decrees and/or official governmental orders of the Kingdom of
Saudi Arabia.
"Commercial Operation Date" means any or each of the "Effective Date" means the Effective Date of Contract, for the
First initial Commercial Operation Date, Second initial Commercial purpose of time schedule, Liquidated Damages for delay etc.,
Operation Date, and Project Commercial Operation Date, as the shall be the date as defined in the contract/purchase
context may require. document/Work Order/Service Agreement.
“Competent Authority” means the Government, or any ministry, "Grid Operator" means SEC.
department or political subdivision thereof, any municipality, any
court or tribunal or any other governmental entity, instrumentality, "Groups”: (a) the First Group and (b) the Second Group, and
agency, authority, committee or commission, under the direct or "Initial Group" means any of them under the Main Contract. Shall
indirect control of the Government, or any department or political include First Initial Group of arrays capable of generating 712.5
subdivision thereof, or any independent regulatory authority MWac and Second Initial Group of arrays capable of generating
relating thereto, having jurisdiction under the Law over the Project 712.5 MWac. "Group 1" shall mean the first Group to achieve its
Company, the Client, SEC, National Grid SA and the Contractor, Initial Acceptance Date and "Group 2" shall mean the second
in each case within Saudi Arabia, provided that, for the purposes Group to achieve its Initial Acceptance Date.
of this Contract, the Client, SEC and/or National Grid SA shall not
be considered a Competent Authority.
"Group Commercial Operation Date " means,
(a) the First Initial Commercial Operation Date of 31st January
"Contract" means this agreement made between the 2025; and
Contractor and the Subcontractor for the execution of the Works
(b) the Second Initial Commercial Operation Date of 30th April
as the same may be modified, varied or supplemented from time
2025, as the case be.
to time. Contract means the separate contract/purchase
document/Work Order/Service Agreement, including any
appendices attached thereto, together with these conditions. "Law" means any decree, license, resolution, statute, act, order,
rule, ordinance, law, decision, code, regulation (including any
implementing regulation), treaty or directive (to the extent having
"Contract Price" has the meaning given to it in Clause 8 of the
the force of law) or any interpretation by a Competent Authority
Contract.
LOA No.: LTSA/PT&D(I)/KSA/ALKHF/WO/052
Rev.: 00
ANNEXURE 1
Date: 25TH Oct 23
Doc. Type: Project:
Terms & Conditions 1.425GWac Al Kahfah Solar Page: 2 of 7
Power Project
having jurisdiction over the matter in question, as enacted, achieve the Project Commercial Operation Date.
introduced or promulgated by any Competent Authority having
jurisdiction over the matter in question, including any 3. SUBCONTRACTOR’S OBLIGATIONS
amendments, modifications, replacements or re-enactments 3.1. The Subcontractor is responsible for the provision of all
thereof. Materials and Equipment and the performance of all works and
services required for carrying out and completion of the Works in
“Main Contract” Main Contract means the EPC contract signed accordance with the Contract and applicable Laws (whether or not
by and between the Contractor and Project Company for the expressly set out therein) including making good any Defects.
Project for the purpose of executing this Project.
3.2. The Subcontractor guarantees that it has sufficient resources
"Plant" means the solar photovoltaic power generating plant and competence to perform the Works, that it shall perform the
located at the Site using photovoltaic technology and includes all Works with the degree of care and skill normally exercised by
plant, machinery and equipment, all associated buildings, professional firms performing Works of a similar nature.
structures and roads on the Site that are not national, provincial or
municipal roads, and other appurtenances, together with all 3.3. The Subcontractor shall not be entitled to assert any
required interfaces. entitlement under this Contract after the earlier to occur of (i)
seven (07) days from actual knowledge of the grounds for such
“Project Company/Owner” Ishaa Renewable Energy Company Claim, and (ii) fifteen (15) days from the grounds for a Claim
having arisen regardless of the Subcontractor's knowledge (or
"Programme" means the time schedule as set out in Annexure 2, lack thereof) of such grounds having arisen.
as revised from time to time in accordance with the Contract.
3.4. Subcontractor’s Conduct
"Project Commercial Operation Date" 30th November 2025 The Subcontractor shall not at any point of time during the term of
the Contract, engage in discussions or attempt to communicate
"SEC" means Saudi Electricity Company, (directly or indirectly) with the Project Company, SEC, Client,
Lenders or other third parties on any matter in connection with the
"Subcontractor" means the person named as such in the Contract without the prior written consent of the Contractor.
Contract and includes the legal representatives, successors or
assigns of the Subcontractor permitted pursuant to the Contract. 4. STANDARDS OF EXECUTION
4.1. The Subcontractor shall follow, and ensure that the
“Work" means the Work to be performed by Subcontractor for the Subcontractor, and its affiliates respect the applicable law,
production, performance and delivery of the Deliverables. Work necessary specifications, all standards, OTS, and procedures that
shall also mean the whole of all the goods, labor, services and applies to the Works under the Main Contract.
things of all kinds to be provided by the Subcontractor under the
Contract, including any Limited Notice to Proceed or Notice to 4.2. Design life
Proceed Works, Temporary Works and Variation Works, of this The Subcontractor shall build, install, commission and test the
Contract. Works to have a design life of not less than 35 years from the
Project Commercial Operation Date. All plans and drawings shall
This document, together with its respective appendices and use international standards of measurement.
annexes, shall together constitute the agreement between the
Subcontractor and Contractor and the term "Contract" in all such 4.3. Conditions affecting the Works.
documents shall be construed accordingly. The Contract 4.3.1. The Subcontractor warrants that, prior to entering into the
constitutes the whole agreement between the parties and Contract, it has fully satisfied itself as to all local, regional, national
supersedes any previous arrangements, understandings, or and Site conditions, risks and circumstances existing as of the
agreement between them relating to the subject matter it covers. date of the Contract that affect or could affect the Works and/or
performance of the Subcontractor's obligations under the
This document and its annexures shall be read and construed as Contract.
one (1) document and shall as such form the Contract. Save 4.3.2. The Subcontractor shall not be entitled to make any Claim
always that in the event of ambiguity or contradiction between in whatsoever, or requests for variations, for price adjustment(s)
any particular annexure the instruction of the Contractor shall and/or time extension(s) based on its failure sufficiently to have
prevail. satisfied itself as to the above-mentioned matters or on its reliance
on any unwarranted information and data supplied by the
2. COMMENCEMENT, PROGRESS AND COMPLETION Contractor, or on any misunderstanding or incorrect information
howsoever obtained.
2.1. The Subcontractor shall:-
(a) commence the Works on the Commencement Date; 4.4. Approvals
(b) proceed regularly and diligently with the Works in accordance 4.4.1. The Subcontractor shall obtain and keep in full force and
with the approved Programme; effect all Approvals required by the Subcontractor and which are
(c) continually monitor the performance and progress of all necessary for the performance of the Subcontractor's obligations
activities specified in the Programme; under the Contract
(d) complete the Works so as to enable the Contractor to timely
achieve the Initial Commercial Operation Date(s); and 4.5. Local suppliers and employment of Saudi Arabian citizens
(e) complete the Works so as to enable the Contractor to timely 4.5.1. In cases where goods or services required for the Works
LOA No.: LTSA/PT&D(I)/KSA/ALKHF/WO/052
Rev.: 00
ANNEXURE 1
Date: 25TH Oct 23
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Terms & Conditions 1.425GWac Al Kahfah Solar Page: 3 of 7
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are available from both Saudi and non-Saudi suppliers, the reasonably incurred by the Contractor in attending or in
Subcontractor shall ensure the participation of such Saudi consequence of such re-testing or inspection shall be deducted
suppliers in the bidding or contracting process, required as per the from the Contract Price.
law.
7.3. Test Reports and Results
5. PROGRAMME OF WORKS The Subcontractor shall submit to the Contractor all test reports
Within seven (07) days of issuance of the Notice to Proceed, the and results in accordance with Annexure 5, including where such
Subcontractor shall prepare and submit to the Contractor the test has not been passed in accordance with the Contract.
Programme showing the sequence in which it proposes to carry
out the Works so as to achieve completion in accordance with the 8. CONTRACT PRICE AND PAYMENT
Contract. In addition to that, the Subcontractor shall also submit The Contract Price (subject to amendment in accordance with the
Plant and machinery deployment schedule, Organization chart Contract) shall be the same amount as shown in the LOA, which
with CVs of key personnel, Manpower deployment schedule, is inclusive of all taxes imposed within and outside of the Kingdom
mobilization schedule, as need be, for Contractor’s perusal. of Saudi Arabia, but excluding VAT.
Unless otherwise agreed between the Parties, the Contract
Throughout the duration of the Contract, the Subcontractor shall payment terms shall be paid as follows:
submit to the Contractor, as the Contractor may reasonably a) Subcontractor shall raise one invoice every month based on the
require from time to time, such further programmes, updates on Works executed.
the above data, and analyses of progress as the Subcontractor b) 100% of the payment shall be released after 30 days of invoice
may prepare for the purpose of its own management and control submission.
of the Works.
c) 5% Withheld amount shall be released after 60 days of work
completion including punch point closure – not appicable
The Subcontractor shall constantly monitor the progress of all
activities specified in the Programme.
Unless otherwise agreed in the Contract, Subcontractor shall, as
soon as reasonably practicable following completion of the Work,
If at any time the Subcontractor's actual progress of the Works submit an Invoice including all sums for the Deliverables.
falls behind the dates shown in the Programme, the Subcontractor
shall promptly notify the Contractor of the steps being taken to
Subcontractor’s invoices must include the details/documents
expedite progress so as to attain timely completion of Works.
including but not limited to, all relevant deliverables demonstrating
completion of relevant Milestones, reasonable detail estimates
The Subcontractor acknowledges that it is not entitled to any and itemizes the Work completed during the preceding month if
extension of time by reason of the Subcontractor’s failure to meet need be by the Contractor, a “Waiver Declaration” as proposed
any Milestones in the approved Programme for any reason other under the Annexure 8 of the Contract and the “Integrity and
than due to a Force Majeure Event. Compliance Undertaking” as proposed under the Annexure 8B of
the Contract., to which the invoices relate. Contractor is entitled to
6. QUALITY ASSURANCE reject invoices that do not meet these requirements. Invoiced
The Subcontractor undertakes to implement throughout the period amounts shall be inclusive of all relevant duties, taxes and levies.
of the Contract the quality control and quality assurance scheme
(the "QA Scheme") consistent with that described in the Technical If Contractor requests, Subcontractor shall provide evidence to
Specifications, Plant's design requirements, Good Utility Practice, Contractor of payment of all relevant duties, taxes and levies.
applicable Legal Requirements. All records maintained by the Failure to provide such evidence will entitle Contractor to withhold
Subcontractor and its sub-contractors pursuant to such quality payment under the Contract.
assurance and quality control obligations shall be made available
for inspection by the Owner / Contractor, upon prior notice. If it has been agreed that the Subcontractor shall provide a bank
guarantee for the Work performance, Contractor shall not be
7. TESTS AND INSPECTIONS obliged to make any payments prior to receipt of such
7.1. The Contractor reserves the right to perform the plant survey, guarantee(s).
quality assessment (audit) and quality surveillance activities, and
to inspect material at the Supplier’s or his subcontractor’s facility Following Project completion and after fulfilment by Subcontractor
to verify compliance with the terms and conditions of the of all of its duties and obligations under this Contract,
Subcontract Agreement and its related documents at Contractor’s Subcontractor shall furnish Contractor with a final invoice for
cost. amounts retained if any; and the following documents as desired
7.2. Rejection of Defective Works by the Contractor: a) Duly signed Taking Over/Work Handing over
If after inspecting, examining or attending the testing of the Certificate in the format proposed by the Contractor, Affidavit and
Materials and Equipment or the Works or any part thereof the Final Release and Waiver of Liens as in the format proposed
Contractor shall determine that such Materials and Equipment or through Annexure 8, Satisfactory proof that there are no
Works or part thereof are Defective or do not comply with the unsatisfied third-party claims or other indebtedness existing in
requirements of the Contract, it may reject such portion by giving connection with the Works, Tax certificates, GOSI certificate etc.
to the Subcontractor five (5) Days' notice of such rejection, stating
the grounds upon which the determination is based. After the Contractor’s receipt and acceptance of the foregoing
Following any such rejection, the Subcontractor shall remedy or documents the Contractor shall pay Subcontractor's final invoice.
replace the rejected Materials and Equipment or Works or part
thereof at his own cost and risk, and resubmit the same for test or Contractor's Right to Deduct: All ascertained costs, liquidated
inspection in accordance with Clause 7. All direct expenses
LOA No.: LTSA/PT&D(I)/KSA/ALKHF/WO/052
Rev.: 00
ANNEXURE 1
Date: 25TH Oct 23
Doc. Type: Project:
Terms & Conditions 1.425GWac Al Kahfah Solar Page: 4 of 7
Power Project
damages or expenses for which the Subcontractor is liable to the cost thereof to Subcontractor.
Contractor under the Contract may be deducted or set-off by the The foregoing rights of Contractor are not exclusive and shall not
Contractor from any monies due or becoming due to the limit Contractor’s rights to avail itself of any other remedy provided
Subcontractor under the Contract or may be recovered by action by law or equity.
at law in accordance with the terms of the Contract.
12. CONFIDENTIAL INFORMATION
9. TAXES, DUTIES AND FEES 12.1. Both Parties to keep information confidential
The Subcontractor shall bear and pay all taxes, duties, levies and The Parties shall treat the details of the Contract and any
charges assessed on the Subcontractor or its employees and information made available in relation thereto as private and
dependents by all local, provincial or national government confidential and neither of them shall publish or disclose the same
authorities in connection with the Works within and outside of or any particulars thereof (save insofar as may be necessary for
Saudi Arabia, except value added tax within Saudi Arabia. the purposes of the Subcontract), without the previous written
consent of the other Party, provided that nothing in this Article
10. PROGRESS AND DELAYS shall prevent the publication or disclosure of any information that
10.1. If Subcontractor becomes aware that it will be unable to has come within the public domain otherwise than by breach of
meet the agreed milestone or delivery date(s), it shall immediately this Clause.
notify Contractor in writing and include the reason for the delay, Subcontractor shall not disclose any information furnished by
proposals to minimize the delay and the anticipated new milestone Contractor / Owner / Client of any drawings, reports and other
or delivery date(s). information prepared by Subcontractor for the Project, without the
10.2. Contractor is not liable for any costs related to delays prior written approval of the Contractor expect in so far as
unless such delay is caused by Contractor. To avoid doubt, unless disclosure is necessary for the performance of Subcontractor’s
delivery is conditional upon payment, Contractor's delay in its work and services under this Subcontract.
payment obligations under the Contract shall never be deemed to
cause a schedule delay for which Contractor is responsible. The 13. TRANSFER OF OWNERSHIP
Contractor's delay in its payment obligations under the Contract 13.1. Materials and Equipment to be vested in the Contractor
shall to not excuse the Subcontractor’s delay in performing the 13.1.1. Title to the Materials and Equipment to be supplied
Works in accordance with the approved Programme. pursuant to the Contract shall automatically vest in the Contractor
10.3. Regardless of the cause of the delay, Subcontractor is on the earliest of the following:-
liable for those costs, expenses and losses suffered by Contractor (a) when the Subcontractor receives payment of such amounts in
which could have been avoided if Subcontractor had notified accordance with the provisions of Clause 8, corresponding to such
Contractor of the delay upon becoming aware of it. Materials and Equipment or Works; or
10.4. Unless otherwise agreed in the Contract, liquidated (b) when such Materials and Equipment are delivered to the Site;
damages shall accrue at a rate of 1% of the total Contract price or
per week by which the milestone or delivery date is delayed, (c) in the case of services only, after such services have been
subject to a total limit of 10% of the total Contract price. performed.
10.5. If the delay is caused by gross negligence of or willful
misconduct or Corrupt Act by Subcontractor or someone for whom
13.2. The Subcontractor shall not permit any mechanics',
Subcontractor is responsible. Contractor may, in addition to
labourers' or material's Lien to stand against the Works in respect
imposition of the liquidated damages, also claim compensation for
of any labour or material provided by any third party to the
the losses suffered due to the delay in its sole discretion.
Subcontractor or claimed to have been furnished to the
Subcontractor or any third party in connection with work of any
11. DEFECTS LIABILITY character performed or claimed to have been performed by or at
"Defects Liability Period" means, a period of 24 months from the the direction or sufferance of the Subcontractor or any third party
Project Commercial Operation Date in respect of the Works as set in relation to the Works. Nothing in the Contract shall be deemed
out in Annex 3. to authorise the Subcontractor or any third party to bind the
Contractor, Client or the Project Company for the payment for
All work required to be completed by the Subcontractor in labour or material, for engineering or designer's fees or for any
accordance with this Contract in order to remedy any Defects or other costs arising in connection with the Works by or on behalf of
damage consequent to such Defects (to the extent, in the case of the Subcontractor.
damage, that the costs are not recovered under any insurances)
shall be carried out at the risk and cost of the Subcontractor, 14. CARE OF WORKS AND INDEMNITIES
including any repair or replacement of any Works, Materials and 14.1. Subcontractor shall indemnify Contractor (and its affiliates,
Equipment which has become necessary due to any act or the Owner, Client and their respective affiliates, and the
omission or poor workmanship of the Subcontractor. Contractor’s other Subcontractors) against all damages, claims,
costs, losses and expenses incurred by Contractor as a result of
Contractor may require Subcontractor to repair or replace the non- a third party claiming that the Deliverables constitute an
conforming Works at Subcontractor’s cost. The foregoing infringement of their intellectual property rights.
warranties shall apply to said repairs or replacements of the non-
conforming Works for a period of two (2) years from the date of 14.2. Subcontractor shall, regardless of fault, indemnify
repair or replacement is completed. Contractor (and its affiliates, the Owner, Client and their respective
affiliates, and the Contractor’s other Subcontractors) against all
Should Subcontractor fail to repair or replace the non-conforming damages, claims, costs, losses and expenses incurred by
Works during the Defects Liability Period, Contractor may repair Contractor as a result of any bodily injury or loss of life among
or replace such Works either itself or through other and charge the Subcontractor’s employees and persons for whom it is responsible
LOA No.: LTSA/PT&D(I)/KSA/ALKHF/WO/052
Rev.: 00
ANNEXURE 1
Date: 25TH Oct 23
Doc. Type: Project:
Terms & Conditions 1.425GWac Al Kahfah Solar Page: 5 of 7
Power Project
in connection with the Work. writing a description of the Variation Work together with an
estimate of any effects on the Contract price and the Work
14.3. Contractor shall, regardless of fault, indemnify schedule.
Subcontractor against all damages, claims, costs, losses and
expenses incurred by Subcontractor as a result of any bodily injury 16.4 All Variations must be approved and issued by Contractor by
or loss of life among Contractor’s employees and persons for means of a written variation order prior to Subcontractor initiating
whom it is responsible in connection with the Work. the Variation Work.
14.4. If the Subcontractor fails either to start or complete the Work 16.5 Compensation for Variation Work shall be in accordance with
by the agreed dates specified in the purchase document for the prices and rates contained in the Contract or, where such
reasons not attributable to Contractor, the Subcontractor shall cannot be applied, the general price level of the Contract (e.g.
compensate Contractor in accordance with condition agreed taking account of discounts given to Contractor in the Contract).
under Clause 10.5. All such Variations shall be duly substantiated and all such other
records (not limited to original purchase orders and invoices) as
14.5. As to claims against a party arising out of any loss or damage may reasonably be requested by the Contractor shall be provided.
suffered by any third party in connection with the Work other than If a Variation provides cost savings to Subcontractor, Contractor
those described in Articles 14.2 and 14.3, the party causing such shall be credited accordingly.
claims shall indemnify the other party from and against all costs
and expenses associated therewith. 16.6 If the parties disagree as to (i) whether a Variation is required
or (ii) the effects of the Variation, including the impact on costs and
14.6. The Subcontractor shall take full responsibility for the schedule, such dispute shall be recorded by Contractor and
care and custody, and the security of the Works and damage to Subcontractor shall Implement the Work identified therein without
its property. awaiting the final outcome of the dispute. Disputes shall be settled
first in good faith by the parties’ high-level management.
14.7 The Subcontractor shall make sure that neither the
Subcontractor nor its affiliates shall perform a Corrupt Act or 17 FORCE MAJEURE
violation of applicable Law by the Subcontractor, its employees or A "Force Majeure Event" shall mean any circumstance, event or
any personnel engaged by the Subcontractor for the performance condition (or combination thereof) beyond the reasonable control,
of Works. directly or indirectly, of the Party affected (the "Affected Party).
21.6 Successors
This Contract shall be binding upon and shall inure to the benefit
of the successors in title of the Parties hereto and the permitted
assigns of the Contractor.
21.9 No Release
The obligations and liabilities of Subcontractor under this Contract
shall not be released, diminished or in any other way affected by
any enquiry, direction, inspection, comment, consent, sanction,
acknowledgement, confirmation, approval or advice made or
given by or on behalf of Contractor, the Contractor’s employees,
servants or agents or failure by any such person to enquire, direct,
inspect, comment, consent, sanction, acknowledge, confirm,
approve or advise, whether or not such act or omission might give
rise to an independent liability of any such person.
22.1 Language
The language of the Contract shall be English, and the Contract
shall be construed, interpreted and administered in, and all
correspondence between the Parties shall be in, that language.
22.2 Survival
The provisions of this Clause 22 shall survive termination or expiry
LTSA/PT&D(I)/KSA/AL KHF/WO/052 25Th OCT 2023
Sub-Contractor shall, in discussion with EPC’s Construction team finalize the schedule within 7 days of
receipt of NTP for mobilizing the required resources; And the same must be submitted for review and
approval to the Contractor.
This document shall be considered as the project completion schedule for the EPC and shall be referred
to as per the clauses mentioned in Annexure – I.
7.12b Plug HP IP44 3P+N+E 32A 400V 6H Nos 6.0 50.0 500.0
7.12d Industrial Plug 63A 3P+N+E 415 V 50/60Hz IP66/67 Nos 4.0
Sub -Total
152,200.00
VAT (15%)
22,830.00
Note: Led floodLights,Cables & DBs required for Permanent installation works shall be supplied
by L&T.
Responsibility Matrix
A General
Rest shelter for workmen at the work location on
1 Subcontractor
sharing basis
Transportation of workmen from accommodation to
2 Subcontractor
the Site location and inside the Plant premises
3 Dining area for the workmen Subcontractor
4 Drinking water for workmen Subcontractor
Portable toilet Facility at the work location on a
5 Contractor
shareable basis
HSE Requirement as per applicable law and as per
6 Subcontractor
L&T guidelines
Food required for all the workmen during and after
working hours. All the food and Package wastage and
7 Subcontractor
other waste to be removed after every meal and
disposed of at the designated place
All required PPE, barricading, etc for the workmen as
8 Subcontractor
per the work requirements
9 Permits to work from L&T to start the work/Activity Subcontractor
Housekeeping at working Premises inside Block daily
10 Subcontractor
and shifting of waste to the designated place.
11 Power and water requirements for the work scope Subcontractor
One competent person
12 HSE supervisor and Quality supervisor deployment Subcontractor to supervise both
quality and safety
Equipment and other arrangements for any night
13 Subcontractor
work activity
GOSI, Medical card, and other mandatory/regulatory
14 requirements including insurances, Visas for the Subcontractor
workmen, equipment, and machinery
5. Subcontractor shall ensure the usage of TPI Certified tools & tackles /accessories/
components at site which shall only be permitted at site all times.
9. Subcontractor shall ensure the Compliance of L&T approved MoS, ITP/FQP and
ICLs for the activities (Discipline wise) associated in the SOW.
10. RFI (Request for Inspection) should be raised by subcontractor at each & every
stages of Quality inspection of all activities.
11. Subcontractor shall ensure the prompt submission of Filled ICLs & ITPs and
relevant field logs/registers/Test reports for the activities (Discipline wise)
associated in the SOW.
LARSEN & TOUBRO SAUDI ARABIA LLC
12. 100% Quality inspection should be performed by the subcontractor for all activities
from the beginning to completion as well as before raising RFI call to L&T to avoid
disapproval/rejection.
13. All activities should be carried out by the subcontractor w.r.to the approved
Engineering drawings, Technical Specifications and applicable standard practices at
site.
14. Required field tests should be performed promptly on field or any approved testing
labs by the subcontractor. L&T shall witness/inspect/verify the activities at each &
every stages of the construction/execution phase. For which subcontractor shall
arrange all necessary things to facilitate the same.
15. Subcontractor is obliged to close all open FONs (Field Observation Notices) and
Non-compliances/Non-conformities (NCs) issued by L&T within specified timelines
as well as depends upon the criticality.
16. Subcontractor shall submit the evidence reports/documents proof with supportive
rectification pictures of related NCRs/FONs to L&T to closure of the same.
17. If the subcontractor fails to close any open FON(s)/NCR(s) within the specified
timelines, L&T will perform the necessary corrective actions/rectification works at “the
cost and risk of the subcontractor” to close them. The expenditure so incurred by L&T
will be recovered or deducted from the subcontractor’s milestone/invoicing
payment(s).
19. No Completion Certificate (Milestones/works completion) shall be given nor shall the
work(s) be deemed to have been executed until the following.
Sub-contractor shall have delivered all Required QA/QC documents and other
relevant field logs/registers, Final Plans in accordance with the Scope of Work
and contractual conditions before claiming milestones completion/WCC (Work
Completion Certificate).
Sub-contractor shall have paid all Schedule Liquidated Damages and any
other amounts due under the Contract Documents, if any; before claiming
milestones completion/WCC (Work Completion Certificate).
Any and all Liens in respect to the Plant, the Contract Documents, the
Equipment, the Job Site or any fixtures, personal property or Equipment
included in the Work created by, through or under, or as a result of any act
or omission of, Sub-contractor, Vendor or other Person providing labor or
materials in connection with the Work shall have been released or bonded in
form reasonably satisfactory to L&T;
All Works have been completed in accordance with the QA/QC requirements
of the Contract Documents;
The Plant has been constructed in accordance with the Contract Documents
and the Drawings;
Date: DD/MM/YYYY
Subcontractor, herewith agrees to indemnify and hold Larsen & Toubro Saudi Arabia
LLC, the Project Owner, End Customers & Clients, their affiliates, parents,
subsidiaries, shareholders, officers, directors, employees and representatives,
hereinafter referred as the “Contractor and its affiliates”, harmless from any claims,
demand, cause of action, suit, judgment, loss, cost, expense, damage, proceeding,
fine, penalty, award of damages, or liability (including reasonable legal costs and
expenses, and sums paid by way of settlement and/or compromise where any such
settlement or compromise was reasonable), arising out of and/or that may arise in
future, as a result of the Subcontractor’s or any Subcontractor’s failure to fulfill the
obligations pertaining to the clearing of the dues and payments to the Subcontractor
affiliates, in connection with the performance of the Work under this Subcontract for
this Project.
The foregoing shall not relieve the Subcontractor of its obligations under the
provisions of the Subcontract that by their nature survive completion of the Works,
including, without limitation, warranties, guarantees and indemnities.
Seal:
Signature: …………….
In Subcontractor’s LETTER HEAD
The Subcontractor for itself and on behalf of its affiliates (viz., Vendors, Suppliers, Subcontractors,
Staffs, Workers, any other agencies) undertakes that it has familiarized itself with the anti-bribery and
anti-corruption provisions at least as stringent as those provided for in Prohibited Acts’ Clause of the
Contract, (hereinafter referred as “Prohibited Acts”), applicable to the activities or transactions
contemplated by Contractor, and its Affiliates (viz., Owner, End Customers & Clients, their affiliates,
parents, subsidiaries, shareholders, officers, directors, employees and representatives), and the
Subcontractor and its affiliates will maintain highest standard of conduct and exercise highest degree
of care and diligence to prevent any actions or conditions which would raise any integrity compliance
concern or result in a violation of the Prohibited Act Laws, or would be in conflict with the best interests
of Contractor and its affiliates.
The Subcontractor acknowledges that all the representations and undertakings made by the
Subcontractor in this Letter of Undertaking are true, accurate and enforceable on their entirety and
that Contractor has placed its full reliance upon these representations and undertakings as a
fundamental purpose of Contract in conducting business activities with the Subcontractor.
The Subcontractor declares that the actions stipulated in this Letter of Undertaking are without
prejudice to any other legal action that may follow in accordance with the provisions of the extant law
in force relating to any civil or criminal proceedings.
Seal:
Signature: …………….
1/1
Annexure 8C - AFFIDAVIT AND FINAL RELEASE AND WAIVER OF LIENS
I hereby affirm that all vendors, suppliers, labourers, equipment renters and all other persons or firms
engaged by the Subcontractor or any of its agents to provide any work, services, material, insurance,
financing or equipment used in the engineering, procurement and construction of the aforesaid
facilities including its associated structures, equipment, utilities and furnishings (hereinafter referred
to as the "Works") and all governmental charges and charges by other lower tier subcontractor
providing work, services, material, insurance, financing or equipment at the request or direction of the
Subcontractor or any of its agents have been paid in full for all items furnished in connection with the
performance of the WORK.
I further affirm that there are no other claims against the Contractor or the Owner, including any its
affiliates, parents, subsidiaries, shareholders, officers, directors, employees and representatives, by
any party with respect to work performed by or on behalf of the Subcontractor or directed or requested
by the Subcontractor related to the performance of the Works.
In order to process and receive the rest payment under the Contract, Subcontractor certifies that all
claims which Subcontractor has against the Contractor or Owner and its affiliates related to the
performance of the WORK have been presented to the Contractor or Owner and its affiliates and
resolved, and the total amount due the Subcontractor in full and final settlement of all outstanding
amounts claimed by the Subcontractor related to the performance of the Works is Zero Saudi Arabia
Riyal.
The Subcontractor hereby unconditionally and irrevocably releases, for itself and its respective
successors, assigns, representatives and all others claiming through it, the Contractor or Owner and
its affiliates from any and all obligations, liabilities, claims, demands, damages, actions, causes of
action, losses, expenses, proceedings and claims for relief of every kind and nature, whether existing
in law or in equity, whether direct or indirect, known or unknown, existing, claimed to exist or which
can ever hereafter arise, in respect of events or circumstances existing or having occurred on or prior
to the date of this AFFIDAVIT AND FINAL RELEASE AND WAIVER OF LIENS. The Subcontractor
waives any other claims that it may have against the Contractor or Owner and its affiliates for any and
all sums due or claimed under the Contract including additional compensation related to the
performance of the WORK.
The Subcontractor further agrees to protect, defend and indemnify and save the Contractor or Owner
and its affiliates, its clients, directors, partners and Clients of the Facilities, harmless from any and all
claims from suppliers, service providers, vendors, engineers, labourers, and all other parties engaged
by or requested or directed to perform work by the Subcontractor for the Works agreed under the
contract.
Seal:
Signature: …………….
LARSEN & TOUBRO
Larsen & ToubroSAUDI
LTD ARABIA LLC
Renewable
Renewable BU Business
Sudair Solar PV IPP Project
Project QEHS Manual Annexure 4 Page 1 of 8
This document sets out the Occupational Health,Safety, Environment & Secuerity management expectations
from sub contractors/vendors/suppliers to follow engaged by L&T. The purpose is to ensure that L&T Contractors
perform work on the site without posing a threat to the safety of the workforce and ensure that they take all
necessary measures to execute their job safely while considering environmental protection. This HSSE
performance would be a prime consideration in the Contractor administration and selection process.
Contractors engaged by L&T to execute any job/task shall follow the guidelines below:
▪ Contractors are required to produce a construction Method Statement for each of their activities
critical to HSSE. The Site-in-charge and/or nominated person is expected to review the Method
Statements and ensure it is circulated to the concerned site engineers, personnel and the contractor
performing the activities.
▪ In the event of the L&T Project incharge or his nominee deems the Contractor’s HSSE plan / Method
Statement unacceptable, the contractor is required to review the gaps and make the necessary
modifications in the Method Statement by determining and adapting appropriate controls to ensure no
harm to people, equipement of the enviroment on the project.
The contractors are required to follow the guidelines provided to them along with the Work Order. A sign off
copy for acceptance shall be submitted by the contractors to the L&T project management team prior to start of
any site activities by them
Reference
OHSAS 18001: 2007-ISO-45001, IS0-14001:2015 , L&T HSSE management system, Client, lenders, local legal
and other International Requirements.
Responsibility
All contractors/ vendors shall follow the L&T Project HSSE related plans and processes including related legal
laws and client’s requirements without deviation. A copy of the project specific plans will be provided to all
sub-contractors prior to start of their activity. Where applicable, the project specific HSE plans detailed below
shall be referred and adhered to, by the sub-contractors working with L&T.
Sr. Responsibility
Description
No. L&T Contractor Remarks (Excerpts)
Sub-Contractor/Supplier /Vendor shall follow all L&T
1. L&T HSSE Management system √ plans approved by Client.
√
Special Notes: Suppliers and Vendors: Night journey
2. Client and lenders requirements √ √ not allowed. They must reach at project site office in
3. Local legal requirements √ √ daytime and leave from site daytime. In special cases
√ √ where night journey is required, they must submit
4. HSSE International standards Journey management plan as per L&T requirement
and to follow strictly.
The L&T Project HSSE Manager will set the score card system for a monthly evaluation of all subcontractors
involved in the project. Every sub- contractor associated in the project will be rated on above requirements
and evaluation results will be assessed as below:
Behind target, action plan needs to be implemented / submitted Between 60% to 80%
Note: - Subcontractors who will fall in the yellow category five times in the red category three times
shall be considered for termination of contract.
Disciplinary Actions:
The following set of matrices provides a template for the disciplinary action to be followed on site:
If a Contractor or their employee(s) are found violating HSSE requirements in their execution methodology the
contractor & /or its employee(s) will be restricted from site entry as per the following guidelines. If violations
are observed during the course of work at site, the penalty clauses will be applicable as follows:
• L&T will issue a Safety Violation Memo to the concerned contractor officially through DC.
• The Contracts Department will forward the amount of penalty to Account department for deduction in
the running bill of the respective contractor.
• The Accounts Department will inform all contractors on a monthly basis.
The penalty amount will be utilized for the L & t Contractors welfare purpose like Safety Awards,imparting Safety
Training & Workshop etc.
Note: - Please find Appendix: -1 “Penalty scheme” for the penalty amount.
DECLARATION
I have read all the contents given above / I was explained all the contents given above regarding safety during
construction works and I understand the requirement. We shall strictly adhere to all norms in all our areas of
working. We understand Safety Dept. insistence on compliance with the safety norms is mandatory to me / us.
For
For
For Larsen&&
Larsen
Larsen &Toubro
Toubro
Toubro Ltd
LTD LTD
Bharathi Kumar S
Project Director
Abdul
Danish Hanif
Sudair Khan
PV Solar
Ahmed IPP project
Project
Project
Danish Director
Director
Ahmed
1.4
Ar GWac
Rass 2 PVAl Kahfah
Solar
Project Director Solar PV Project
IPP Project
Ar Rass2 PV Solar IPP Project
Appendix 1
L&T HSSE Penalty Scheme
SUDAIR PROJECT - KSA
الالئحة الجزاءات السالمة و الصحة المهنية
Item Severity – الخطورة Penalty Value SAR - قيمة الجزاء بالريال السعودي
no Violation - المخالفة High – Med – Low
First - األولى Second - الثانية Third - الثالثة Last – األخيرة
شديد – متوسط – منخفض
1- Personal Protective Equipment – مهمات الوقاية الشخصية
Applied on individuals and Companies – تطبق على األفراد و الشركات داخل الموقع
# Violation - المخالفة Severity – الخطورة First - األولى Second - الثانية Third - الثالثة Last - األخيرة
200
1.1 Not using safety helmet – عدم إستخدام خوذة األمان High – شديد 50 100 Termination – إستبعاد
Warning - إنذار
200
1.2 Not using safety shoes – عدم إستخدام حذاء األمان High – شديد 50 100 Termination – إستبعاد
Warning - إنذار
Using unapproved safety shoes or defected استخدام 200
1.3 High – شديد 50 100 Termination – إستبعاد
حذاء امن غير صالح او تالف و غير معتمد Warning - إنذار
Med – متوسط 200
1.4 Not using eye safety glasses – عدم إستخدام نظارة الوقاية 50 100 Termination – إستبعاد
Warning - إنذار
Med – متوسط 200
1.5 Not using Dust mask – عدم إستخدام كمامة االتربة 50 100 Termination – إستبعاد
Warning - إنذار
Med – متوسط 200
1.6 Not using reflective vest – عدم إستخدام السترة العاكسه 50 100 Termination – إستبعاد
Warning - إنذار
Med – متوسط 200
1.7 Not using ear protection – عدم إستخدام حماية االذن 50 100 Termination – إستبعاد
Warning - إنذار
Not using safety Harness during working at heights 500
1.8 High – شديد ---------- ---------- ----------
– عدم إستخدام حزام األمان Termination - إستبعاد
Using unapproved or defected harness 300 ----------
1.9 High - شديد Termination - إستبعاد ----------
إستخدام حزام أمان تالف أو غير معتمد Warning - إنذار
Using unapproved or defected harness accessories 300
1.10 High – شديد Termination - إستبعاد ---------- ----------
إستخدام مرفقات حزام غير معتمدة أو غير أمنة Warning - إنذار
Not using grinding and cutting face shield 300
1.11 High – شديد Termination - إستبعاد ---------- ----------
عدم إستخدام واقى الوجه الخاص بالقطع و التجليخ Warning - إنذار
300
1.12 Not using the welding mask – عدم إستخدام وش اللحام High – شديد Termination - إستبعاد ---------- ----------
Warning - إنذار
Not using welding body protection 400
1.13 High – شديد 300 Termination - إستبعاد ----------
عدم إستخدام مهمات وقاية الجسم أثناء اللحام Warning - إنذار
Not using the required testing and commissioning PPE ----------
500
1.14 عدم إستخدام مهمات الوقاية الخاصة باعمل االختبارات و التشغيل الكهربائى High – شديد Termination - إستبعاد ----------
Warning - إنذار
للمحطة
• All violations which never end with termination, the highest last penalty value will be يتم تطبيق أعلى قيمة جزاء فى حالة التكرار و ذلك بالنسبة لألفراد و،• للمخالفات التى ال تنتهى باإلستبعاد
applied in case of recurrences الشركات