CTP FORM

NORTH FIELD PRODUCTION SUSTAINABILITY

COMP 3 OFFSHORE RISER/WELLHEAD PLATFORM & INTRAFIELD PIPELINES PROJECT

SERVICES OF PERSONNEL

CONDITIONS AND RATES FOR SERVICES OF QUALIFIED PERSONNEL FOR ASSISTANCE, DURING ERECTION, COMMISSIONING AND START-UP OF (SOW to be customized on case by case basis), INCLUDING DURING OFFSHORE COMMISSIONING (hereinafter referred to as “SERVICE”)

CONTRACTOR means: SAIPEM S.P.A., a company established and existing under the laws of Italy, having its registered address in Via Luigi Rossolo,5 - 20138 Milano.

SUB-CONTRACTOR means: … [Company Name], a company established and existing under the laws of … [State], with registered and head offices in … [Address]

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When requested by CONTRACTOR, SUB-CONTRACTOR shall send to COMP3 Project SITE, whose is in Qatar, his specialized personnel with the qualification specified by CONTRACTOR for the performance of the SERVICE.

CONTRACTOR will communicate to SUB-CONTRACTOR, in due time, the date of beginning and the expected duration of the SERVICES. SUB-CONTRACTOR will be notified the beginning and duration of the SERVICES by CONTRACTOR site management.

SUB-CONTRACTOR acknowledges that the expected duration so communicated is only an estimate but undertakes to make available its personnel for the entire period required by CONTRACTOR.

According to the foregoing, SUB-CONTRACTOR will mobilize its personnel upon CONTRACTOR request, but in any case, not later than:

• 24 hours from the receipt of visa in case of SERVICES to be provided on urgent basis (repairs, etc.);

• 15 days in case of SERVICES of medium/long duration (erection, pre-commissioning and commissioning assistance, etc.).

Unless otherwise instructed by CONTRACTOR, SUB-CONTRACTOR’s personnel shall, in any of the aforementioned cases, reach the SITE within 24 (twenty-four) hours, after the receipt of the necessary authorization and visa, if required, plus reasonable travel time not exceeding 2 (two) days, if SUB-CONTRACTOR representative is not in Qatar.

SUB-CONTRACTOR will be responsible to obtain at its cost working visas valid for country in which the SERVICE is required or whichever other permit needed to work, including any customs clearance of special tools and/or equipment necessary for the execution of the SERVICE. For the sake of clarity, any idle time due to unavailability of visas/permits or passes will not be granted to SUB-CONTRACTOR.

The program of site activities will be submitted to the CONTRACTOR before the mobilization of SUB-CONTRACTOR personnel. The required number and qualifications of SUB-CONTRACTOR specialists will be communicated by the CONTRACTOR in due time. Moreover, the SUB-CONTRACTOR shall undertake to deploy the personnel requested by the CONTRACTOR or by COMPANY.

In case of conflict between the timesheets signed by CONTRACTOR site manager and the requirements of this document the requirement of this document will prevail.

The rates shown in this document will also apply in case the SERVICE is carried out by sub-SUB-CONTRACTOR‘s personnel.

A - WORKING TIME

For each day of absence of your personnel from your head offices, we shall pay you the rates shown hereunder

A.1 NORMAL WORKING TIME

Offshore activities: the working time of SUB-CONTRACTOR’s personnel will be 12 hours a day according to the site working schedule, for a total of 84 hours a week (7 days a week).

Public holidays will be recognized according to the calendar of the country where the services are rendered.

Onshore activities: the working time of SUB-CONTRACTOR’s personnel will be 10 hours a day according to the site working schedule, for a total of 60 hours a week.

In case of working day with less than 10 hours, the daily rate will be reduced on prorate basis.

Public holidays will be recognized according to the calendar of the country where the services are rendered.

For each working day at SITE, CONTRACTOR shall pay SUB-CONTRACTOR the rates shown hereunder:

OFFSHORE

• Engineer or Supervision Specialist: **………(**Western Nationality);

**………(**International Nationality/ Local).

• Chief Erector or Qualified Erector: **………(**Western Nationality);

**………(**International Nationality/ Local).

• Erector: **………(**Western Nationality);

**………(**International Nationality/ Local).

ONSHORE

• Engineer or Supervision Specialist: **………(**Western Nationality);

**………(**International Nationality/ Local).

• Chief Erector or Qualified Erector: **………(**Western Nationality);

**………(**International Nationality/ Local).

• Erector: **………(**Western Nationality);

**………(**International Nationality/ Local).

A.2 OVERTIME RATES

Whenever authorized by our site management, the working hours exceeding those listed above will be considered as overtime.

Therefore, in addition to the rates stated under point A, the following hourly rates will be applied:

DAY OVERTIME

For each hour of overtime from 6 a.m. to 9 p.m. on working days:

OFFSHORE

• Engineer or Supervision Specialist: **………(**Western Nationality)

**………(**International Nationality/ Local)

• Chief Erector or Qualified Erector: **………(**Western Nationality)

**………(**International Nationality/ Local)

• • Erector: **………(**Western Nationality)

**………(**International Nationality/ Local)

ONSHORE

• Engineer or Supervision Specialist: **………(**Western Nationality)

**………(**International Nationality/ Local)

• Chief Erector or Qualified Erector: **………(**Western Nationality)

**………(**International Nationality/ Local)

• Erector: **………(**Western Nationality)

**………(**International Nationality/ Local)

HOLIDAY DAY OVERTIME

For each hour of overtime from 6 a.m. to 9 p.m. on holidays:

OFFSHORE

• Engineer or Supervision Specialist: **………(**Western Nationality)

**………(**International Nationality/ Local)

• Chief Erector or Qualified Erector: **………(**Western Nationality)

**………(**International Nationality/ Local)

• • Erector: **………(**Western Nationality)

**………(**International Nationality/ Local)

ONSHORE

• Engineer or Supervision Specialist: **………(**Western Nationality)

**………(**International Nationality/ Local)

• Chief Erector or Qualified Erector: **………(**Western Nationality)

**………(**International Nationality/ Local)

• Erector: **………(**Western Nationality)

**………(**International Nationality/ Local)

A.2.6. DAYS FOR WORKING VISA OR VISA RENEWAL

In order to obtain working visa or visa renewal, SUB-CONTRACTOR personnel is allowed to go out of the SITE after 30 (Thirty) days of presence at SITE for a maximum of 2 (Two) days, including travel time, which will be compensated with the NOT WORKING DAY Unit Price. Travelling expenses, Board, and Lodging will at SUB-CONTRACTOR cost. CONTRACTOR will provide SUB-CONTRACTOR personnel free of charge only transportation from SITE to the airport and from the airport to SITE.

B. RATES

The rates at point A shall include the following:

WAGES

Wages and salaries of SUB-CONTRACTOR’s personnel.

BOARD AND LODGING

Board and lodging for your personnel at site will be at the same conditions of our personnel and will be at our charge.

POCKET MONEY

Included.

WELFARE

Social welfare expenses and overheads.

INSURANCE

Occupational insurances and extra occupational insurances (see point I).

C TRAVELLING AND TRANSPORT

During travelling days on which all journeys must have no intermediate stops with the exception of those made for technical reasons, the hours exceeding the normal working day will be remunerated as normal working hours.

C.1 TRAVELLING

All travelling expenses from SUB-CONTRACTOR head office to project site and vice versa, by plane (tourist class) or by train (1st class), as well as reasonable expenses for transporting luggage and special work tools, will be at CONTRACTOR charge. No allowance for extra luggage shall be reimbursed.

These expenses will not be included in SUB-CONTRACTOR rate and will be reimbursed by CONTRACTOR at actual cost upon the presentation of the related documentation.

For the purchase of tickets, SUB-CONTRACTOR must contact CONTRACTOR each time for the appropriate instructions.

It is clarified that the reimbursement to SUBCONTRACTOR of the travelling expenses shall apply only to the travels for mobilisation / demobilisation.

C.2 TRANSPORT

We will ensure the transport of your personnel from their accommodation (IK) to the site under the same conditions and with the same means of transport as those for our personnel on site. The time needed for such displacements will not be considered as working time.

D. PERSONNEL

SUB-CONTRACTOR’s personnel will be allowed to return to SUB-CONTRACTOR’s head office for a holiday after 75 (seventy-five) days of stay on SITE. The cost of this journey to and from the head office will be to SUB-CONTRACTOR’s account.

In this case if required by CONTRACTOR, SUB-CONTRACTOR will mobilise at SUB-CONTRACTOR’s cost a replacement with a suitable time overlapping.

1. ASSISTANCE TO SUB-CONTRACTOR’S PERSONNEL

F.1 EQUIPMENT

SUB-CONTRACTOR’s personnel shall arrive on site with a complete outfit of special tools and equipment necessary for the execution of the works and Personal Protective Equipment.

CONTRACTOR will make available to SUB-CONTRACTOR’s personnel, free of charge labour, tools and consumable materials available at site (required for the execution of the SERVICE). The request of labour, tools and consumable materials at site must be done at least 48 hours in advance.

In order to avoid useless excess luggage, please contact CONTRACTOR’s Site Management which will advise SUB-CONTRACTOR on the equipment available on site.

F.2 MEDICAL CARE

In case of disease or accident of any kind, CONTRACTOR shall ensure SUB-CONTRACTOR’s personnel will receive all necessary medical and/or hospital treatment.

The cost of this assistance will be settled according to the agreements in force between the welfare institutions of SUB-CONTRACTOR’s country and similar organizations of the country where the SERVICE is carried out.

In case no such agreement exists, any costs borne for this assistance will be paid by CONTRACTOR.

Should SUB-CONTRACTOR’s personnel’s incapacity to work exceeds one month, CONTRACTOR shall repatriate the person at CONTRACTOR’s expense, with the prior approval of the doctor. SUB-CONTRACTOR shall replace the person without delay at SUB-CONTRACTOR’s expense, with a person having similar qualification, at the request of our site management.

In case of urgent assistance requested by CONTRACTOR, SUB-CONTRACTOR shall send a temporary substitute during the period of disease at CONTRACTOR expenses.

F.3 TOOLS AND DRAWINGS STORE

Depending on the logistic possibilities of the place where the SERVICES are carried out, CONTRACTOR will provide SUB-CONTRACTOR suitable room to store tools and drawings.

F.4 PERSONAL CARE AND HYGIENE

It will be at same condition of CONTRACTOR personnel.

F.5 TELECOMMUNICATIONS

Depending on the logistic possibilities of the place where the SERVICES are carried out, CONTRACTOR will allow SUB-CONTRACTOR’s personnel to use of the telecommunication systems with SUB-CONTRACTOR’s head office for work reasons, by agreement with CONTRACTOR site management. Communications concerning the works will be at CONTRACTOR expense.

F.6 SAFETY EQUIPMENT

Depending on the logistic possibilities of the place where the SERVICES are carried out, in areas where toxic gases are present, SUB-CONTRACTOR’s personnel will be provided, at CONTRACTOR expense, with all the necessary equipment prescribed by the safety regulations on site or by international safety codes.

F.7 CLOTHES

CONTRACTOR shall not reimburse SUB-CONTRACTOR any costs for working clothes and/or for the clothing suitable to the climate of the site where the SERVICE is carried out.

F.8 SECURITY

CONTRACTOR shall ensure security at site of SUB-CONTRACTOR’s personnel, in accordance with applicable CONTRACTOR’s Security Rules. SUB-CONTRACTOR personnel shall abide to these rules at all times during their stay at site.

1. TAXES

SUB-CONTRACTOR shall comply with the requirement of any applicable laws and shall timely fulfil all tax registration and de-registration requirements, maintain proper accounting records, and properly and timely file all necessary documents

SUB-CONTRACTOR shall assume full and exclusive liability for the timely filing of all returns, any potential tax costs (including but not limited to tax, tax sanctions, and interest for late payment of taxes), and promptly paying when due all taxes, levies, fees, duties, assessments or charges imposed with respect to the performance of the SERVICE, or measured or based upon SUB-CONTRACTOR’s receipts, income or profits, and which are imposed by any governmental authority of any country having jurisdiction to levy such taxes, levies, fees, duties, assessments or charges in connection with the performance of the SERVICE.

SUB-CONTRACTOR shall protect, defend, indemnify, and hold harmless CONTRACTOR from and against all costs, expenses, liabilities and/or losses, claims, suits and/or proceedings of any kind in respect of any taxes, imposts, duties, withholding taxes, charges, fees, or other dues or assessments for which SUB-CONTRACTOR would be liable pursuant to this article to the extent any Authority requires CONTRACTOR to satisfy the same.

Daily Rates will include all local taxes.

Any and all taxes are deemed to be included in SUB-CONTRACTOR’s rates, sums and prices.

1. REPLACEMENT OF SUB-CONTRACTOR’S PERSONNEL

CONTRACTOR site management will have the right to request, for “justified reasons”, the replacement of SUB-CONTRACTOR’s specialists with others having the same qualification.

By “justified reasons” the following is meant in general, but not exclusively:

• Non-compliance with work safety regulations;

• Non-compliance with site regulations;

• Clear inability to carry out the SERVICE for which they have been engaged.

The cost of such replacement will be fully borne by SUB-CONTRACTOR, including mobilisation and demobilisation costs.

1. INSURANCE

I.1 CHARGES ON SUB-CONTRACTOR’S BEHALF

All charges for the insurance of SUB-CONTRACTOR’s personnel against accidents, diseases, etc. shall be fully borne by SUB-CONTRACTOR.

SUB-CONTRACTOR also undertake to comply with all wage, insurance and welfare rules for SUB-CONTRACTOR’s employees, thus relieving CONTRACTOR and/or CONTRACTOR’s Client of any direct or indirect responsibility.

SUB-CONTRACTOR shall, on SUB-CONTRACTOR’s own initiative, take all and any necessary measures and precautions to prevent damage to persons and property in compliance with the plant safety rules.

Therefore, in case of an accident to SUB-CONTRACTOR’s personnel and/or loss and damages of SUB-CONTRACTOR’s own equipment, any compensation due shall be at SUB-CONTRACTOR’s charge and SUB-CONTRACTOR hereby declare that SUB-CONTRACTOR will hold CONTRACTOR and CONTRACTOR’s Client harmless and indemnified from any possible claim.

SUB-CONTRACTOR’s personnel will be responsible for compliance with all the provisions and rules in force and/or that may come into force during the execution of the SERVICE at site.

I.2 INSURANCE POLICIES

SUB-CONTRACTOR shall obtain and maintain throughout the duration of the validity of the SERVICE CONTRACT the insurance coverage as provided in Clause 32 “INSURANCE REQUIREMENTS” of the General Terms and Conditions, with the following limits:

• Employer’s Liability Insurance/Workmen’s Compensation and Employer’s Liability Insurance compliant with local applicable laws.
• Comprehensive General Liability Insurance with a limit per occurrence of not less than 5,000,000 US$.
• Comprehensive automobile liability insurance covering the use of owned or hired motor vehicles during the stay in the country where the work is carried out with a limit per occurrence at least 1.000.000 US$ or not less than amount defined in the local applicable law whichever is higher
• Any other insurance required to be maintained by the applicable law.

K. PRICE ESCALATION

The above rates are fixed and not subject to escalation throughout the period of the SERVICE, provided these are rendered within … .

An escalation of …% will be applied every year starting from the … .

The price escalation is valid only upon official revision of this price list No … .

L. PAYMENT CONDITIONS

The SERVICE will be paid to SUB-CONTRACTOR each month within 60 days from receipt of SUB-CONTRACTOR’s invoice in CONTRACTOR’s finance department together with a printout of SERVICE acceptance sheet provided by CONTRACTOR site management.

For this purpose, SUB-CONTRACTOR shall enclose with SUB-CONTRACTOR’s monthly invoices the time sheets certifying the presence of SUB-CONTRACTOR’s personnel at site, stamped and signed in original by CONTRACTOR Site Management, with clearly indicate the qualification of SUB-CONTRACTOR’s personnel who has carried out the SERVICE.

Moreover, the following certificates will be signed jointly by CONTRACTOR Site Management and SUB-CONTRACTOR’s site representative:

• mechanical completion

• start-up

• provisional acceptance

• putting into operation

Project: Q-32705 - Saipem COMP3 Folder: Draft PO Docs