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Saudi Electricity Company

CONTRACT NO.

SCHEDULE "A"
20.5.4

30621127/00

Operation of Motor Vehicles Assigned to COMPANY

CONTRACTOR shall release and hold harmless COMPANY from
liability resulting from damage to or loss of property and for
personal injury or death of any person arising from the operation in
connection with the WORK of any motor vehicles assigned to
COMPANY by CONTRACTOR.

20.5.5

CONTRACTOR's Failure to Defend Action

If any claim, action, proceeding or investigation arises pnd
CONTRACTOR fails to assume the defense of such claim, action,
proceeding or investigation, then COMPANY may pursue such claim
at the CONTRACTOR's expense.

20.6

Limitation of Liability
20.6.1

Damage to or Loss of COMPANY Property

Unless caused by the willful misconduct or gross negligence of
CONTRACTOR or its personnel or its agents or SUBCONTRACTORS,
COMPANY shall release and hold CONTRACTOR harmless for losses,
expenses or damages resulting from any damage to COMPANY
property (other than the PROJECT or part thereof not yet taken
over) to the extent that such damage exceeds the scope or limits of
insurance poliCies required to be purchased by CONTRACTOR
pursuant to this CONTRACT or any other insurance coverage or
contractual indemnities available to CONTRACTOR.

20.6.2

Conseguential Damages
CONTRACTOR, its agents and SUBCONTRACTORS shall not be
liable to COMPANY, nor shall COMPANY be liable to CONTRACTOR,
its agents and SUBCONTRACTOR, for any consequential damages,
loss of profit and claims for indirect and consequential losses,
whether such liability is based, or proved to be based upon any
breachof either Party's obligations under this CONTRACT, or
whether such liability is based, or proved to be based, upon any
negligent act or omission of a
Party, its personnei, agents,
appointed representatives or subcontractors, or whether such
liability is based, or proved to be based, upon tort or operation of
law, provided that this exclusion shall not apply to any obligation
of CONTRACTOR to pay liqUidated damages to COMPANY under
this CONTRACT (e.g. Uquidated Damages for Delay of PROJECT,
Paragraph 22 of this Schedule "AN) and shall not limit the
responsibility to the deliberate default or negligent misconduct by
the CONTRACTOR.

20.7

CONTRACTOR's Maximum Liabilitv

20.7.1

Unless caused by the willful misconduct or gross negligence of

CONTRACTOR or its personnel or its agents or SUBCONTRACTORS,
the total liability of CONTRACTOR and its SUBCONTRACTORS to
COMPANY on all claims, whether brought for breach of contract, in
tort, negligence, or any other operation of law, shall not exceed the
CONTRACT Price set forth in the Signature Document and Paragraph
1.1 of Schedule "C N of this CONTRACT as may be modified from
time to time, and shall cease at the end of the warranty obligations
of CONTRACTOR under this CONTRACT, provided that this limitation
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Conversion of Open Cycle Gas Turbines to Combined Cycle at Qurayyah Power Plant
Schedule "A
7

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Saudi Electricity Company

SCHEDULE "Au

CONTRACT NO.

30621127100

provided that this limitation shali not apply to:

20.8

20.7.1.1

the cost of repairing or replacing defective material or

equipment, and

20.7.1.2

any obligation of CONTRACTOR to indemnify COMPANY

with respect to patent infringement.

20.7.2

CONTRACTOR's maximum aggregate liability will not be limited in

the case of liability for third party injury or death and property
damage or loss caused by acts or omissions of CONTRACTOR or its
personnel or its agents or SUBCONTRACTORS.

20.7.3

Should legal action be brought under the terms of this CONTRACT

or arise out of the performance of this CONTRACT, COMPANY shali
be entitled to claim against the CONTRACTOR its actual and
reasonable legal fees and costs incurred.

Exclusive Remedies
The remedies set forth in this CONTRACT shali be the sole and exclusive
remedies of CONTRACTOR and COMPANY for their liabilities arising out of or
in connection with this CONTRACT, despite any remedy otherwise available
at law.

20.9

Mitigation of Loss or Damage

In ali cases, the Party claiming a right to be indemnified under this
CONTRACT shali take ali reasonable measures and endeavour to mitigate the
loss or damage which has occurred or may occur.

21.

Insurance
21.1

Carry and Maintain Insurance at all Times

CONTRACTOR shali, at its own expense, carry and maintain In force at ali
times during the performance of this CONTRACT the foliowing insurance
policies:
21.1.1

Comprehensive General Liability Insurance (CGL)

a)

Coverage

Comprehensive General Liability Insurance coverage with

limits of no less than twenty million Saudi Riyals (SR
20,000,000) per occurrence for bodily injury, death or
property damage during the performance of the WORK.
CONTRACTOR represents and warrants that the aforesaid
insurance covers, without limitation, loss of or damage to
COMPANY's property for which CONTRACTOR is responsible
pursuant to Paragraphs 20.4 and 20.6.1 of this Schedule "AU.
b)

Term
CONTRACTOR shali carry and maintain this insurance in fuli
force at ali times from the Effective Date of the CONTRACT
through the Preliminary Acceptance of ali the PROJECT
PORTIONS and thereafter during the warranty period, and until
CONTRACTOR has fuliy demobilized from the WORK SITE.
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Conversion of Open Cycle Gas Turbines to Combined Cycle at Qurayyah Power Plant
SchedUle "AT(

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Saudi Electricity Company

SCHEPULE "A"

CONTRACT NO.

c)

30621127/00

Designation of COMPANY as Additional Insured in CGL

Comprehensive General Liability Insurance shall designate
COMPANY as additional insured as regards COMPANY's
liabilities for WORK performed by CONTRACTOR pursuant to
the CONTRACT.
Such policy shall contain a cross-liability clause so that
COMPANY and CONTRACTOR are regarded as third parties to
each other.

21.1.2

CONTRACTOR's All Risk Insurance

a)

Coverage
CONTRACTOR's All Risk Insurance (CAR) coverage for the
entire PROJECT. The Sum insured per occurrence shall be no
less than the total CONTRACT Price or replacement cost of the
PROJECT and the cost of removing debris following an insured
loss.

b)

CAR - Policy to be extended to cover In-Land Transit with a

sub-limit of estimated value of items carried at anyone time.

c)

Term
CONTRACTOR shall carry and maintain this insurance in full force
at all times from the Effective Date of the CONTRACT through
the Preliminary Acceptance of all the PROJECT PORTIONS and
thereafter during the warranty period, and until CONTRACTOR
has fully demobilized from the WORK SITE.

d)

Designation of COMPANY as Additional Insured in CAR

CONTRACTOR's All Risk Insurance shall designate COMPANY as
additional insured as regards COMPANY's liabilities for WORK
performed by CONTRACTOR pursuant to the CONTRACT.
Such policy shall contain a cross-liability clause so that
COMPANY and CONTRACTOR are regarded as third parties to
each other.

21.1.3

Professional Indemnity Insurance

CONTRACTOR shall effect and maintain [a single project] Professional
Indemnity insurance from the Effective Date of this CONTRACT until
the date three (3) years from Final Acceptance of the WORK in the
names of the CONTRACTOR, its SUBCONTRACTORS and consultants
to indemnify them in respect of their legal liability for claims made
against them during the period of insurance for any negligent act,
error or omission by the CONTRACTOR, its SUBCONTRACTORS and
consultants in the conduct and execution of their professional
actiVities and duties relating the design andlor supervision of
installation and/or testing and commissioning of the WORK. This
insurance shall be in the amount of SR: 2,000,000 in respect of each
claim and SR: 20,000,000 in the aggregate for all claims during the
period of insurance, and shall be SUbject to worldwide jurisdiction.
The deductible shall not exceed SR: 25,000 in respect of each claim

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Conversion of Open Cycle Gas Turbines to Combined Cycle at Qurayyah Power Plant
Schedule "An