PURCHASE CONTRACT

CW489346

FOR

PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE

PROJECTS

Between

THE SHELL PETROLEUM DEVELOPMENT COMPANY OF NIGERIA

LIMITED

AND

……………………………………………….

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TABLE OF CONTENTS
SECTION I – FORM OF AGREEMENT ............................................................................................................ 4
FOR PURCHASE OF GOODS AND SERVICES ................................................................................................. 4
DEFINITIONS ............................................................................................................................................ 4
CONSIDERATION...................................................................................................................................... 4
PURCHASE ORDERS ................................................................................................................................. 4
EFFECTIVE DATE ...................................................................................................................................... 4
NOTICES ................................................................................................................................................... 4
SECTIONS FORMING THE CONTRACT ...................................................................................................... 5
SECTION II – DEFINITIONS AND INTERPRETATION ...................................................................................... 6
1 DEFINITIONS .................................................................................................................................... 6
2 INTERPRETATION........................................................................................................................... 12
SECTION IIIA – SPECIAL TERMS AND CONDITIONS .................................................................................... 13
1 PURCHASE ORDERS ....................................................................................................................... 13
2 REQUIREMENTS PERTAINING TO SCOPE ....................................................................................... 13
3 REQUIREMENTS PERTAINING TO SERVICES .................................................................................. 14
4 COMPENSATION, PAYMENT, AND INVOICING .............................................................................. 14
5 QUALITY ASSURANCE .................................................................................................................... 15
6 COMPANY PROVIDED ITEMS, INFORMATION SYSTEMS, AND FRAMEWORK AGREEMENTS........ 15
7 VARIATIONS ................................................................................................................................... 16
8 INSPECTIONS, TESTING, AND ACCEPTANCE OF SCOPE ................................................................. 16
9 REMEDIAL ACTIONS....................................................................................................................... 16
SECTION IIIB – GENERAL TERMS AND CONDITIONS.................................................................................. 17
1 PERFORMANCE AND FINANCIAL SECURITY ................................................................................... 17
2 TAXES ............................................................................................................................................. 17
3 LIENS .............................................................................................................................................. 18
4 SUSPENSION .................................................................................................................................. 18
5 TERMINATION ............................................................................................................................... 18
6 LIQUIDATED DAMAGES ................................................................................................................. 20
7 LIABILITIES AND INDEMNITIES ...................................................................................................... 20
8 INSURANCE .................................................................................................................................... 24
9 COMPLIANCE WITH APPLICABLE LAWS, BUSINESS PRINCIPLES, AND HSSE STANDARDS ............. 25
10 CONFIDENTIALITY ...................................................................................................................... 29
11 INTELLECTUAL PROPERTY .......................................................................................................... 30

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 12 FINANCIAL AND PERFORMANCE AUDIT .................................................................................... 31
13 RELATIONSHIP OF PARTIES ........................................................................................................ 32
14 CONTRACTOR PERSONNEL AND SUBCONTRACTING ................................................................ 32
15 ASSIGNMENT ............................................................................................................................. 33
16 FORCE MAJEURE........................................................................................................................ 33
17 NOTICES ..................................................................................................................................... 34
18 GOVERNING LAW, DISPUTE RESOLUTION AND REMEDIES ....................................................... 34
19 ADDITIONAL LEGAL PROVISIONS............................................................................................... 35
SECTION IV –SCOPE DESCRIPTION ............................................................................................................ 37
SECTION V – SCHEDULE OF PRICES ........................................................................................................... 74
SECTION VI – INSURANCE REQUIREMENTS............................................................................................... 88
SECTION VII - ADMINISTRATION INSTRUCTIONS ...................................................................................... 90
SECTION VIII – HSSE REQUIREMENTS...................................................................................................... 108
PART A ..................................................................................................................................................... 108
PART B ..................................................................................................................................................... 113

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 SECTION I – FORM OF AGREEMENT

FOR PURCHASE OF GOODS AND SERVICES

THIS CONTRACT IS MADE ON [**insert date] BETWEEN:
THE SHELL PETROLEUM DEVELOPMENT COMPANY OF NIGERIA LIMITED, whose registered office
is at Shell Industrial Area, Old Aba Road, Rumuobiakani, Port Harcourt, Rivers State, Nigeria
(“COMPANY”), of the first part
and
[**CONTRACTOR],
whose registered office is at [**, (**) **, **] (“CONTRACTOR”),
RECITALS
SHELL and CONTRACTOR wish to establish a CONTRACT so that COMPANY may make purchases
from CONTRACTOR of SCOPE. SCOPE includes PROVISION OF PROJECT SUPPORT SERVICES FOR
REAL ESTATE PROJECTS and is more completely described in the SCOPE DESCRIPTION.
THE PARTIES AGREE AS FOLLOWS

DEFINITIONS
Capitalised words and phrases have the meanings given to them in the DEFINITIONS AND
INTERPRETATION Section (Section II).

CONSIDERATION
In consideration of the obligations undertaken by CONTRACTOR under the CONTRACT, COMPANY
agrees to pay the CONTRACT PRICE.

PURCHASE ORDERS
This CONTRACT provides for separate PURCHASE ORDERS for SCOPE.

EFFECTIVE DATE
The CONTRACT has an effective date of [**date] and will terminate on [**date].

NOTICES
Notices under the CONTRACT must be made in the manner set out in the GENERAL TERMS AND
CONDITIONS (Section IIIB) and delivered:
Company Focal Point Contractor Focal Point
Name: Name:
Reference/Office Indicator: Title:
Address: Address:
Telephone: Telephone:
e-mail: e-mail:

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SECTIONS FORMING THE CONTRACT
Sections Included
The CONTRACT consists of the following Sections, which are attached:
Section I – The completed and signed Form of Agreement;
Section II – DEFINITIONS AND INTERPRETATION;
Section IIIA – SPECIAL TERMS AND CONDITIONS;
Section IIIB – GENERAL TERMS AND CONDITIONS;
Section IV – SCOPE DESCRIPTION;
Section V – SCHEDULE OF PRICES;
Section VI – INSURANCE REQUIREMENTS;
Section VII – ADMINISTRATION INSTRUCTIONS;
Section VIII – HSSE REQUIREMENTS

Ambiguities or Contradictions
Any ambiguity or contradiction will be resolved by reading the CONTRACT as a whole so that each
provision will have effect. If a reading of the CONTRACT as a whole does not resolve the ambiguity
or contradiction, then precedence will be given to each section of the CONTRACT in the order it is
listed, beginning with Section I.

Signatories

For and on behalf of THE SHELL PETROLEUM For and on behalf of [**insert full CONTRACTOR
DEVELOPMENT COMPANY OF NIGERIA LIMITED name]

______________________________ ______________________________

Name: Name:
Position: Position:

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 SECTION II – DEFINITIONS AND INTERPRETATION

1 DEFINITIONS
Capitalised words and expressions have the following meanings when interpreting the CONTRACT:
ACCEPTANCE COMPANY accepts SCOPE in writing or is deemed to have accepted SCOPE in
the manner specified by the CONTRACT.
AFFILIATE in reference to a PERSON, any other PERSON that: (a) directly or indirectly
controls or is controlled by the first PERSON; or (b) is directly or indirectly
controlled by a PERSON that also directly or indirectly controls the first
PERSON. A PERSON controls another PERSON if that first PERSON has the
power to direct or cause the direction of the management of the other
PERSON, whether directly or indirectly, through one or more intermediaries
or otherwise, and whether by ownership of shares or other equity interests,
the holding of voting rights or contractual rights, by being the general partner
of a limited partnership, or otherwise. Any AFFILIATE of Royal Dutch Shell, plc
is an AFFILIATE of COMPANY.
AGENCY PERSONNEL those CONTRACTOR PERSONNEL who are not direct employees but are
working under the direct control and supervision of CONTRACTOR GROUP.
ANTI-CORRUPTION the United States Foreign Corrupt Practices Act of 1977, the United Kingdom
LAWS Bribery Act 2010, and all other APPLICABLE LAWS that prohibit tax evasion,
money laundering or otherwise dealing in the proceeds of crime or the bribery
of, or the providing of unlawful gratuities, facilitation payments, or other
benefits to, any GOVERNMENT OFFICIAL or any other PERSON.
APPLICABLE DATA all laws, rules, regulations, governmental requirements, codes as well as
PROTECTION LAW international, federal, state, provincial laws applicable to COMPANY when
acting as a controller or processor of PERSONAL DATA, in particular
REGULATION (EU) 2016/679 (GDPR).
APPLICABLE LAWS where applicable to a PERSON, property, or circumstance, and as amended
from time to time: (a) statutes (including regulations enacted under those
statutes); (b) national, regional, provincial, state, municipal, or local laws;
(c) judgments and orders of courts of competent jurisdiction; (d) rules,
regulations, and orders issued by AUTHORITIES; and (e) regulatory approvals,
permits, licences, approvals, and authorisations.
AUTHORITIES the government and any county, municipality, local government, or other
political subdivision, instrumentality, ministry, or department which has
jurisdiction over any part of SCOPE, or any county, municipality, local
government or other political subdivision thereof.
BOOKS AND books, accounts, contracts, records, and documentation, in electronic format,
RECORDS or otherwise, in respect of the CONTRACT and performance of SCOPE.
COMPANY the party identified as such in Section I.

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COMPANY GROUP COMPANY and: (a) its CO-VENTURERS and JOINT VENTURES; (b) any AFFILIATE
of COMPANY, its JOINT VENTURES, or its CO-VENTURERS; and (c) any director,
officer, employee, or other individual working under the direct control and
supervision of COMPANY, its JOINT VENTURES, or CO-VENTURERS, or the
AFFILIATES of COMPANY, its JOINT VENTURES, or CO-VENTURERS. A reference
to COMPANY GROUP includes a reference to each of its members severally.
COMPANY items of materials, equipment, services, or facilities, provided by COMPANY to
PROVIDED ITEMS CONTRACTOR to perform SCOPE.
CONFIDENTIAL all technical, commercial, photographic or other information, and all
INFORMATION documents and other tangible items that record information, whether on
paper, in machine readable format, by sound or video, by way of samples or
otherwise, relating to a PERSON’s business, including WORK PRODUCT,
PERSONAL DATA, and SCOPE provided to that PERSON, business plans,
property, way of doing business, business results or prospects, the terms,
negotiations, and existence of the CONTRACT, proprietary software, IP
RIGHTS, and business records. A reference to COMPANY GROUP’S
CONFIDENTIAL INFORMATION includes WORK PRODUCT and the terms,
negotiations, and existence of the CONTRACT.
CONSEQUENTIAL (a) indirect or consequential losses; and (b) loss and/or deferral of production,
LOSS loss of product, loss of use, and loss of revenue, profit, or anticipated profit,
whether direct, indirect, or consequential, and whether or not the losses were
foreseeable at the time of entering into the CONTRACT.
CONTRACT the agreement formed by Section I and the Sections which follow.
CONTRACT PRICE the total amount payable by COMPANY to CONTRACTOR in accordance with
the CONTRACT.
CONTRACTOR the party identified as such in the CONTRACT.
CONTRACTOR any machinery, plant, tools, equipment, goods, materials, supplies, and other
EQUIPMENT items (including all appropriate associated spare parts, storage containers,
packing, and securing) owned or contracted for by CONTRACTOR GROUP,
provided title has not passed and will not pass to COMPANY under the
CONTRACT.
CONTRACTOR CONTRACTOR and: (a) its SUBCONTRACTORS; (b) any AFFILIATE of
GROUP CONTRACTOR or its SUBCONTRACTORS; and (c) any director, officer,
employee, other PERSON or AGENCY PERSONNEL employed by or acting for
and on behalf of CONTRACTOR, its SUBCONTRACTORS, or the AFFILIATES of
CONTRACTOR and its SUBCONTRACTORS. A reference to CONTRACTOR
GROUP includes a reference to each of its members severally.
CONTRACTOR any individual provided by CONTRACTOR GROUP, whether directly or
PERSONNEL indirectly, and assigned to work in connection with the performance of SCOPE,
whether or not an employee of CONTRACTOR GROUP.

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CO-VENTURER any PERSON who is a party to a joint operating agreement, unitisation
agreement, including a JOINT VENTURE, or similar agreement: (a) with
COMPANY or any of its AFFILIATES; and (b) which agreement is related to
SCOPE performed under the CONTRACT. A reference to CO-VENTURERS
includes a reference to each CO-VENTURER severally and to its respective
successors and permitted assigns.
DEFINITIONS AND this Section, setting out defined terms.
INTERPRETATION
FORCE MAJEURE the events qualifying as a force majeure event as expressly set out in the
EVENT CONTRACT.
GENERAL TERMS Section IIIB, setting out the general terms and conditions.
AND CONDITIONS
GOVERNMENT (a) any official or employee of any government, or any agency, ministry, or
OFFICIAL department of a government (at any level); (b) anyone acting in an official
capacity for a government regardless of rank or position; (c) any official or
employee of a company wholly or partially controlled by a government (e.g. a
state-owned oil company), political party, or any official of a political party;
(d) any candidate for political office, or any officer or employee of a public
international organisation (e.g. the United Nations or the World Bank); and (e)
any immediate family member (meaning a spouse, dependent child, or
household member) of any of the foregoing.
GROSS NEGLIGENCE any act or failure to act (whether sole, joint, or concurrent) that is so great as
to cause harm to people, property, or the environment and that: (a) seriously
and substantially deviates from a diligent course of action; or (b) is in reckless
disregard of or wanton indifference to a risk known or so obvious that it should
have been known.
HSSE health, safety, security, and environment.
HSSE STANDARDS (a) all HSSE policies, manuals, standards, rules, and procedures, as
communicated to CONTRACTOR, by or on behalf of COMPANY, designed to
manage HSSE risks during performance of SCOPE under the CONTRACT; (b) all
APPLICABLE LAWS relating to HSSE; and (c) any other rules and procedures
(whether issued by COMPANY GROUP or otherwise) in force at a relevant
COMPANY GROUP WORKSITE at the time of performance of SCOPE.
INCOTERM the current version of INCOTERMS as published by the International Chamber
of Commerce.
INDEMNIFY release, save, indemnify, defend, and hold harmless.
INDIRECT TAXES any of the following: (a) value added tax; (b) goods and services tax; or (c) sales
tax or a similar levy.
INSOLVENCY EVENT if a PERSON: (a) stops or suspends, or threatens to stop or suspend, payment
of all or a material part of its debts, or is unable to pay its debts as they fall

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 due; (b) ceases or threatens to cease to carry on all or a substantial part of its
business; (c) begins negotiations for, starts any proceedings concerning,
proposes or makes any agreement for the reorganisation, compromise,
deferral, or general assignment of, all or substantially all of its debts; (d) makes
or proposes an arrangement for the benefit of some or all of its creditors of all
or substantially all of its debts; (e) takes any step with a view to the
administration, winding up, or bankruptcy of that PERSON; (f) is subject to an
event in which all or substantially all of its assets are subject to any steps taken
to enforce security over those assets or to levy execution or similar process,
including the appointment of a receiver, trustee in bankruptcy, or similar
officer; or (g) is subject to any event under the law of any relevant jurisdiction
that has an analogous or equivalent effect to any of the INSOLVENCY EVENTS
listed above.
INSURANCE Section VI, setting out the types and amounts of policies of insurance required
REQUIREMENTS and related matters.
IP RIGHTS all patents, copyright, database rights, design rights, rights in CONFIDENTIAL
INFORMATION, including know-how and trade secrets, inventions, moral
rights, trademarks and service marks (all whether registered or not and
including all applications for any of them and all equivalent rights in all parts
of the world), whenever and however arising for their full term, and including
any divisions, re-issues, re-examinations, continuations, continuations-in-part,
and renewals.
JOINT VENTURE any entity: (a) which itself is not an AFFILIATE OF COMPANY; (b) in which an
AFFILIATE OF COMPANY has a direct or indirect ownership interest; and (c) the
activities of which are related to SCOPE.
LIABILITIES liabilities for all claims, losses, damages, costs (including legal fees), and
expenses.
LIENS liens, attachments, charges, security interests, claims, or other encumbrances
against SCOPE or property of COMPANY GROUP, including leases, COMPANY
PROVIDED ITEMS, and products produced by COMPANY GROUP (such as oil,
gas, or other products produced by a well, refinery, or chemical plant).
LIQUIDATED amounts agreed in the CONTRACT, that CONTRACTOR must pay to COMPANY
DAMAGES if certain events or obligations as specified in the CONTRACT are not achieved
or not timely achieved.
OTHER any other contractor engaged by COMPANY GROUP to perform work at the
CONTRACTOR WORKSITE.
OTHER OTHER CONTRACTOR and: (a) its subcontractors; (b) any AFFILIATE of OTHER
CONTRACTOR CONTRACTOR or its subcontractors; and (c) any director, officer, employee,
GROUP other PERSON, or agency personnel employed by or acting for and on behalf
of OTHER CONTRACTOR, its subcontractors, or the AFFILIATES of OTHER
CONTRACTOR and its subcontractors; with the exception of any members of
COMPANY GROUP and CONTRACTOR GROUP. A reference to OTHER

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 CONTRACTOR GROUP includes a reference to each OTHER CONTRACTOR
severally.
OTHER PERMITTED (a) JOINT VENTURES; and (b) SHELL CONTRACTORS.
BUYER
PERSON a natural person or a legal entity, including any partnership, limited
partnership, limited liability company, corporation, firm, trust, body
corporate, government, governmental body or agency, or unincorporated
venture.
PERSONAL DATA any information relating to an identified or identifiable individual, unless
otherwise defined under APPLICABLE LAWS related to the protection of
individuals, the processing of such information, and security requirements for
and the free movement of such information.
PURCHASE ORDER a written order issued as permitted by the CONTRACT from COMPANY to
CONTRACTOR to purchase SCOPE.
RESTRICTED countries or states that are subject to comprehensive economic or trade
JURISDICTION sanctions, restrictions or embargoes (as may be amended by the relevant
AUTHORITIES from time to time).
RESTRICTED PARTY (i) any PERSON resident, established or registered in a RESTRICTED
JURISDICTION; (ii) any PERSON classified as a US Specially Designated National
or otherwise subject to blocking sanctions under TRADE CONTROL LAWS; (iii)
any AFFILIATES of such PERSONS; and (iv) any PERSON acting on behalf of a
PERSON referred to in the foregoing.
SCOPE the GOODS to be delivered or the SERVICES to be performed, as the case may
be, by or on behalf of CONTRACTOR under this CONTRACT, and all other
activities and obligations to be performed by or on behalf of CONTRACTOR
under this CONTRACT.
SCOPE DESCRIPTION Section IV of the CONTRACT, setting out the description of SCOPE.
SERVICES services to be supplied by CONTRACTOR under the CONTRACT, including the
results of those services.
SHELL CONTRACTOR a PERSON acting as contractor of an AFFILIATE of Royal Dutch Shell plc.
SOFTWARE any software forming part of SCOPE or necessary for the intended use of
SCOPE, including, as applicable, the database and all machine codes, binaries,
object codes or source codes, whether in a machine or human readable form,
and all improvements, modifications, and updates, flow charts, logic diagrams,
passwords, and output tapes, and any future updates, releases, and generally
available associated software items, together with the licence to use them or
ownership rights in them.
SPECIAL TERMS AND Section IIIA, setting out the category or special terms and conditions.
CONDITIONS

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STANDARDS OF with reference to SCOPE and the performance of SCOPE, the sound standards,
PRACTICE methods, skill, care, techniques, principles, and practices that are recognised
and generally accepted in the international oil, gas, and petrochemical
industry.
SUBCONTRACT any contract between CONTRACTOR and a SUBCONTRACTOR or between a
SUBCONTRACTOR and another SUBCONTRACTOR of any tier for the
performance of any part of SCOPE, including any call off under framework
agreements of COMPANY or an AFFILIATE of COMPANY and supply
agreements for materials.
SUBCONTRACTOR any party to a SUBCONTRACT, other than COMPANY and CONTRACTOR,
including any employers of AGENCY PERSONNEL (except as explicitly provided
otherwise).
TAXES all taxes, duties, levies, import, export, customs, stamp or excise duties
(including clearing and brokerage charges), charges, surcharges, withholdings,
deductions, or contributions that are imposed or assessed by any competent
authority of the country where SCOPE is performed or any other country in
accordance with APPLICABLE LAWS.
TRADE CONTROL all APPLICABLE LAWS concerning trade or economic sanctions or embargoes,
LAWS RESTRICTED PARTY lists, trade controls on the import, export, re-export,
transfer or otherwise trade of goods, services, software, or technology,
including those of the European Union, the United Kingdom and the United
States of America.
VARIATION a modification or alteration of, addition to, or deletion of, all or part of SCOPE.
VARIATION a proposal prepared by CONTRACTOR in respect of a VARIATION in which it
ASSESSMENT provides full detail of the following: (a) the impact of the proposed VARIATION
on SCOPE; (b) a detailed schedule for the performance of adjusted SCOPE;
(c) the effect on the CONTRACT PRICE (if any), determined in accordance with
the CONTRACT; and (d) any other information COMPANY concludes is
necessary for its evaluation.
VARIATION ORDER a written order for a VARIATION authorised by COMPANY.
WILFUL a deliberate act or omission, the consequences of which were foreseen or
MISCONDUCT foreseeable, that was intended to cause harm to people, property, or the
environment.
WORK PRODUCT any and all information, reports, data, drawings, computer programs, source
and object codes, program documentation, spread sheets, presentations,
analyses, results, conclusions, findings, solutions, calculations, studies,
concepts, codes, manuals, inventions, business models, designs, prototypes,
magnetic data, flow charts, recommendations, working notes, specifications
or other information, documents, or material, which arises or is made,
created, or generated under the CONTRACT, in connection with SCOPE, or is

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 made, created, or generated from or using COMPANY GROUP's CONFIDENTIAL
INFORMATION or COMPANY GROUP’s IP RIGHTS.
WORKSITE lands, waters, and other places on, under, in, or through which SCOPE or
activities in connection with SCOPE are to be performed, including
manufacturing, fabrication, or storage facilities, offshore installations, floating
construction equipment, vessels, offices, workshops, camps, or messing
facilities. WORKSITE does not include any lands, waters, or other places used
during transportation to and from WORKSITES.

2 INTERPRETATION
All provisions of the CONTRACT will have the following rules of Interpretation.

(a) The terms “including” and “includes” mean “including without limitation” and “includes without
limitation”.

(b) References to “parties” mean the parties to the CONTRACT. References to a “party” mean one of
the parties to the CONTRACT and its respective successors and permitted assigns, unless the
context otherwise requires.

(c) The terms “will”, “must”, and “shall” have equivalent meanings and create a present and ongoing
obligation, unless the context otherwise requires.

(d) Words indicating the singular also include the plural, and words indicating the plural include the
singular, unless the context otherwise requires.

(e) Where a term is defined, a derivative of that term will have a corresponding meaning, unless the
context otherwise requires.

(f) Unless expressly stated otherwise, the term "day" used in the CONTRACT refers to a calendar day,
regardless of whether considered a working day, non-working day, or holiday.

(g) References to an “Article” refer to its entirety (e.g. Article 1 or “this Article”). References to parts
of an Article are made by reference to a “sub-article” (e.g. sub-article 1.1) and include its
paragraphs (e.g. paragraph (a)), sub-paragraphs (e.g. sub-paragraph (i)), and clauses (e.g. clause
(A)), unless specific reference is made to the paragraph, sub-paragraph, or clause.

(h) No heading, index, title, subtitle, subheading, or marginal note of the CONTRACT limits, alters, or
affects the meaning or operation of the CONTRACT.

(i) Wherever in the CONTRACT CONTRACTOR GROUP is stated as having an obligation, this means
that CONTRACTOR will cause all members of CONTRACTOR GROUP to comply with such obligation.

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 SECTION IIIA – SPECIAL TERMS AND CONDITIONS

1 PURCHASE ORDERS

(a) SCOPE is to be purchased through separate PURCHASE ORDERS. Each PURCHASE ORDER is a stand-
alone contract between the parties to the PURCHASE ORDER. Each PURCHASE ORDER incorporates
the terms of this CONTRACT.

(b) No terms in CONTRACTOR’s quotation, acknowledgment, confirmation accepting the PURCHASE

ORDER, invoice, specification, or similar document will form part of the agreement between the
parties. CONTRACTOR waives any right to rely on such terms and conditions.

(c) COMPANY may issue separate PURCHASE ORDERS for SCOPE. Where COMPANY is an AFFILIATE of
Royal Dutch Shell plc, then AFFILIATES of COMPANY and OTHER PERMITTED BUYERS in
COMPANY’s jurisdiction may also issue PURCHASE ORDERS for SCOPE in their own name. For
PURCHASE ORDERS issued by AFFILIATES of COMPANY or OTHER PERMITTED BUYERS, references
to “COMPANY” in this CONTRACT will refer to the issuer of the PURCHASE ORDER. Only the issuer
of the PURCHASE ORDER will have any liability in connection with that PURCHASE ORDER.

2 REQUIREMENTS PERTAINING TO SCOPE

(a) This CONTRACT is non-exclusive and carries no requirement for COMPANY to place any orders or
purchase any minimum quantities. COMPANY may acquire same or similar SCOPE from other
suppliers.

(b) Time is of the essence for the performance of SCOPE.

(c) Without excusing CONTRACTOR’s obligation to perform on time, CONTRACTOR will give COMPANY
prompt notice in writing if CONTRACTOR has reason to expect any delay in the performance of
SCOPE.

(d) CONTRACTOR has agreed to perform SCOPE after it has conducted reasonable due diligence in
connection with COMPANY’s intended use for SCOPE. CONTRACTOR has investigated general and
local conditions, and all other matters that could affect the performance of SCOPE.

(e) CONTRACTOR has received all information reasonably necessary to perform SCOPE under the
CONTRACT. CONTRACTOR will promptly review information supplied by COMPANY and give
prompt notice of issues of correctness or sufficiency.

(f) Any information supplied by COMPANY is the property of COMPANY and will not be used by
CONTRACTOR for any purpose other than for performance of the CONTRACT.

(g) CONTRACTOR will provide COMPANY all documentation and, if applicable, SOFTWARE, reasonably
required to make use of SCOPE. CONTRACTOR guarantees that its information provided as SCOPE
or in support of SCOPE is complete, accurate, and up-to-date.

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3 REQUIREMENTS PERTAINING TO SERVICES
3.1 SERVICES Warranties

(a) CONTRACTOR warrants that all SERVICES supplied in connection with the performance of SCOPE
will be: (i) performed in accordance with the CONTRACT; (ii) fit for use for any purpose specified
in the CONTRACT; and (iii) free from any defect or deficiency.

(b) Unless a different period is specified in the scope description, CONTRACTOR’s warranty for
SERVICES applies to all defects arising within 12 months of COMPANY’s ACCEPTANCE of the
SERVICES.

(c) Following ACCEPTANCE by COMPANY of the SERVICES, the warranties set out in this Article are in
lieu of all other warranties expressed or implied by statute, common law, custom, usage, or
otherwise.
3.2 Additional SERVICES Assurances
CONTRACTOR will supply SERVICES diligently, efficiently, and carefully, in a good and professional
manner, and in accordance with the CONTRACT and all STANDARDS OF PRACTICE. CONTRACTOR
will furnish all skills, labour, supervision, equipment, goods, materials, supplies, transport, and
storage required for SERVICES.
3.3 CONTRACTOR PERSONNEL in Connection with SERVICES

(a) In performing any SERVICES, CONTRACTOR will only use CONTRACTOR PERSONNEL who are
properly permitted, trained, and skilled, and in accordance with all STANDARDS OF PRACTICE and
as required by the CONTRACT. CONTRACTOR will verify all relevant qualifications and experience
of CONTRACTOR PERSONNEL, including all requirements of APPLICABLE LAWS and the CONTRACT.

(b) Where required by COMPANY, CONTRACTOR will perform at its own expense security background
checks and obtain entry credentials for CONTRACTOR PERSONNEL on COMPANY GROUP
WORKSITES.

(c) CONTRACTOR is responsible for CONTRACTOR PERSONNEL used in connection with SERVICES,
including the direction, transport, payment, board, lodging, permits, and entry credentials which
may be required. CONTRACTOR will INDEMNIFY COMPANY GROUP for LIABILITIES resulting from
the failure by any member of CONTRACTOR GROUP to pay or timely pay any salary or other
remunerations to CONTRACTOR PERSONNEL.

4 COMPENSATION, PAYMENT, AND INVOICING

(a) COMPANY agrees to pay the CONTRACT PRICE to CONTRACTOR in the currency requested by
COMPANY, if not otherwise specified in the Schedule of Prices, and at the times and in the manner
specified in this Article. The CONTRACT PRICE is all-inclusive except for value added tax or sales
tax.

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(b) CONTRACTOR will invoice only after ACCEPTANCE of SCOPE, except as otherwise provided in the
CONTRACT.

(c) COMPANY will pay CONTRACTOR any undisputed amount within 45 days after receipt of a correct
and adequately supported invoice. An invoice is considered unsupported when COMPANY cannot
reasonably verify the legitimacy or accuracy of the invoice using the information provided by
CONTRACTOR or if supporting documentation is missing.

(d) COMPANY may use certain electronic tools and services for notifications of completion of SCOPE,
invoicing, payment of invoices, and other related transactions. CONTRACTOR will use the tools and
services identified in the CONTRACT or otherwise by COMPANY and will make its information
technology systems compatible with those tools and services. For tools and services facilitated by
a third party provider, CONTRACTOR will enter into contracts with the relevant provider.

(e) Payment of an invoice is not: (i) by itself an accord and satisfaction, or otherwise a limitation of
the rights of the parties in connection with the matter; or (ii) evidence SCOPE was performed in
accordance with the CONTRACT.

(f) If COMPANY disputes an invoice, COMPANY may withhold payment of any disputed part of an
invoice and pay only the undisputed part. COMPANY may, on notice to CONTRACTOR, set off any
liabilities between CONTRACTOR and COMPANY arising out of the CONTRACT or any other
agreement. Any exercise by COMPANY of its rights under this provision will be without prejudice
to any other rights or remedies available to COMPANY.

5 QUALITY ASSURANCE
CONTRACTOR must have quality assurance programs in place adequate to support its performance
of SCOPE.

6 COMPANY PROVIDED ITEMS, INFORMATION SYSTEMS, AND FRAMEWORK AGREEMENTS

6.1 COMPANY PROVIDED ITEMS Used in Connection with Completion of SCOPE
CONTRACTOR will use COMPANY PROVIDED ITEMS where specified in the CONTRACT. COMPANY
will provide COMPANY PROVIDED ITEMS at its own cost as of the dates set out in the CONTRACT
or as otherwise agreed in writing between the parties. CONTRACTOR will, except to the extent of
any reasonable wear and tear, have risk of loss and damage to COMPANY PROVIDED ITEMS when
in CONTRACTOR's care, custody, or control. CONTRACTOR will inspect and will be deemed to have
received the COMPANY PROVIDED ITEMS in complete and undamaged condition after they are
accepted.
6.2 Access to COMPANY Systems, Information, or Infrastructure
In the event that performance of SCOPE requires CONTRACTOR or CONTRACTOR PERSONNEL to
access COMPANY GROUP’s technical information, information technology, or resources (including
COMPANY’s infrastructure), CONTRACTOR will sign and comply with COMPANY’s standard terms
and conditions for access and security, unless other terms applicable to the CONTRACT were
agreed on by the parties in writing.

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7 VARIATIONS

(a) COMPANY may initiate VARIATIONS by: (i) requesting CONTRACTOR provide a VARIATION
ASSESSMENT; or (ii) by issuing a VARIATION ORDER for reasons of emergency, safety, or other
reasonable necessity. A VARIATION ORDER will reflect a fair and reasonable judgment by
COMPANY of the impact of the VARIATION on price and schedule. Where a VARIATION ORDER is
issued by COMPANY other than by accepting CONTRACTOR’s VARIATION ASSESSMENT,
CONTRACTOR must give written notice to COMPANY within 14 days of receipt of a VARIATION
ORDER if it disagrees with any portion of the VARIATION ORDER. Each party will each bear its own
expenses in resolving any disagreements.

(b) CONTRACTOR may propose VARIATIONS by providing a VARIATION ASSESSMENT to COMPANY.

CONTRACTOR is not entitled to a VARIATION for matters that were included in SCOPE, or matters
that CONTRACTOR agreed to perform or take into account in connection with the CONTRACT.

8 INSPECTIONS, TESTING, AND ACCEPTANCE OF SCOPE

(a) To confirm SCOPE complies with the CONTRACT, CONTRACTOR will perform all tests and
inspections required by the CONTRACT, APPLICABLE LAWS and, unless otherwise specified in the
CONTRACT, STANDARDS OF PRACTICE.

(b) CONTRACTOR will request ACCEPTANCE from COMPANY: i) of GOODS by completion of delivery;
or ii) of SERVICES by writing on completion of SCOPE. COMPANY will not unreasonably delay any
response to a request for ACCEPTANCE. Where any SCOPE has not otherwise been accepted or
rejected by COMPANY in writing, ACCEPTANCE will be deemed to have occurred 30 days after
GOODS or the results of SERVICES have been placed in commercial use by COMPANY GROUP.
Other than to start the period for any warranty of limited duration, ACCEPTANCE does not limit or
waive any remedies.

9 REMEDIAL ACTIONS
If defects in SCOPE are discovered, CONTRACTOR will provide a plan to remedy the defects and
will remedy the defects in an expeditious manner. Without prejudice to other remedies it may
have, COMPANY may perform or have others perform some or all of the remedial actions, and
CONTRACTOR will pay or promptly reimburse COMPANY for all costs CONTRACTOR would have
been liable for under the CONTRACT where: (i) emergency situations or other HSSE risks require
the immediate performance of remedial actions; (ii) CONTRACTOR presents a plan which does not
provide for expeditious completion of warranty work; or (iii) CONTRACTOR does not timely
complete the actions according to the agreed schedule. CONTRACTOR’s warranties against defects
are assignable, and CONTRACTOR will assign to COMPANY all manufacturers’ warranties or will
pursue for COMPANY or its assignee all warranties that cannot be assigned.

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 SECTION IIIB – GENERAL TERMS AND CONDITIONS

1 PERFORMANCE AND FINANCIAL SECURITY

(a) CONTRACTOR will participate in business performance reviews to discuss HSSE performance,
CONTRACTOR's financial condition and other key performance indicators (KPIs).

(b) The frequency of business performance reviews will be established by the SCOPE DESCRIPTION or,
alternatively, by COMPANY's representative.

(c) COMPANY may require CONTRACTOR to provide security or additional security satisfactory to
COMPANY when: (i) stated in the CONTRACT; (ii) COMPANY reasonably concludes at any time that
the ability of CONTRACTOR to perform its obligations is or may become impaired, including if
CONTRACTOR GROUP is unable to pay its SUBCONTRACTORS; or (iii) COMPANY makes pre-
payments or milestone payments prior to performance of SCOPE not previously arranged in the
CONTRACT.

(d) Any guarantees or bonds to secure performance provided under the CONTRACT will be on
COMPANY’s forms in accordance with COMPANY’s usual requirements, unless otherwise required
by APPLICABLE LAWS.

2 TAXES
2.1 CONTRACTOR TAXES
CONTRACTOR will be responsible for payment of all TAXES, and any interest, fines, or penalties
for which CONTRACTOR GROUP is liable for: (a) income, capital gains, and wages; and (b) import
or export of CONTRACTOR EQUIPMENT, or the movement of CONTRACTOR PERSONNEL.
2.2 INDIRECT TAXES
If INDIRECT TAXES apply, CONTRACTOR will add them to the invoice as a separate item, and
COMPANY will pay them in addition to the CONTRACT PRICE.
2.3 Withholding

(a) Where required under APPLICABLE LAWS, COMPANY will withhold, or deduct and pay over to
relevant AUTHORITIEs, TAXES from amounts payable to CONTRACTOR. CONTRACTOR
acknowledges that any sum withheld or deducted will, for the purpose of the CONTRACT, be
deemed to have been paid to CONTRACTOR and that the sum is a corresponding discharge of
COMPANY´s liability to CONTRACTOR under the CONTRACT.

(b) Where COMPANY makes a withholding or deduction as required by APPLICABLE LAWS, COMPANY
will provide CONTRACTOR with credit notes upon receipt from the Federal Inland Revenue Service
(“FIRS”) or appropriate tax authority.

(c) If CONTRACTOR holds a valid exemption certificate, it will provide copies or further information to
substantiate an entitlement to avoid the withholding, which COMPANY may then rely on to apply
the exemption.
2.4 Concessions, Incentives, and Exemptions

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 COMPANY and CONTRACTOR will each provide the other with all reasonable assistance and
provide all necessary information for the purpose of seeking any exemption, reduction, or refund
of INDIRECT TAXES, or other levies or duties, including the use of optimisation regimes available,
such as temporary importation.

3 LIENS

(a) CONTRACTOR warrants good and clear title to SCOPE supplied.

(b) CONTRACTOR will not permit CONTRACTOR GROUP to place any LIENS or claim any LIENS.

(c) CONTRACTOR will immediately notify COMPANY and promptly remove any LIENS by CONTRACTOR
GROUP.

(d) CONTRACTOR will INDEMNIFY COMPANY GROUP for any LIABILITIES in connection with LIENS by
CONTRACTOR GROUP.

4 SUSPENSION

(a) COMPANY may suspend the CONTRACT or part of SCOPE for cause by written notice with
immediate effect pending COMPANY’s decision on termination where COMPANY concludes it has
grounds to terminate the CONTRACT for cause. Where suspending for cause, CONTRACTOR will
not be entitled to any VARIATION, nor will it be entitled to other compensation or relief for the
suspension. COMPANY may recover from CONTRACTOR any costs incurred in connection with
securing items related to SCOPE or obtaining alternate sources of supply upon suspension.

(b) COMPANY may suspend the CONTRACT or part of SCOPE for convenience at its own discretion
with seven days’ prior written notice. CONTRACTOR may seek a VARIATION if actions required by
suspension impact the schedule or timing of SCOPE.

(c) COMPANY may at any time withdraw by written notice all or part of a suspension, and upon receipt
of that notice, CONTRACTOR will promptly resume and diligently continue performance of SCOPE
for which the suspension was withdrawn.

5 TERMINATION
5.1 Termination by COMPANY for cause

(a) COMPANY may terminate the CONTRACT or part of SCOPE for cause by written notice with
immediate effect if:
(i) in connection with performance of the CONTRACT, CONTRACTOR GROUP (in the opinion of
COMPANY) breaches its own Business Principles, or if it has no equivalent principles, then
Shell's Business Principles;
(ii) CONTRACTOR GROUP violates (in the opinion of COMPANY) any ANTI-CORRUPTION LAWS,
applicable competition laws, TRADE CONTROL LAWS, other APPLICABLE LAWS, or HSSE
STANDARDS in connection with the performance of the CONTRACT, or causes COMPANY to
be in violation of those laws or HSSE STANDARDS;

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 (iii) CONTRACTOR GROUP becomes a RESTRICTED PARTY; or
(iv) CONTRACTOR is subject to an INSOLVENCY EVENT.

(b) COMPANY may terminate the CONTRACT or part of SCOPE for cause where COMPANY determines
CONTRACTOR breached a term or condition of the CONTRACT other than those set out in the
preceding paragraph and the effect of the breach, or culmination of a series of breaches, is
material. COMPANY will first provide written notice which may require CONTRACTOR to remedy
the breach, or COMPANY may terminate the CONTRACT if COMPANY determines the breach is not
capable of timely remedy, or it is not subsequently remedied.
5.2 Termination by COMPANY for convenience

(b) COMPANY may terminate the CONTRACT or part of SCOPE for convenience at its own discretion
with 30 days’ prior written notice.
5.3 Termination by CONTRACTOR for cause

(a) CONTRACTOR may terminate the CONTRACT if COMPANY fails to pay an undisputed amount to
CONTRACTOR that is properly presented, due, and payable for more than 60 days and exceeds 5%
of the CONTRACT PRICE, assuming complete performance of the CONTRACT, subject to:
(i) CONTRACTOR giving COMPANY with prior written notice specifying the unpaid amount which
is due and payable for more than 60 days and requiring it to be paid within a further period of 45
days of such notice; and (ii) COMPANY failure to cure or provide proper grounds for non-payment
during the notice period.

(b) CONTRACTOR's termination rights do not apply to non-payment in the case of COMPANY's valid
exercise of set off rights.
5.4 CONTRACTOR Obligations on Termination
On any termination, CONTRACTOR will:
(i) cease performance and provide access to the SCOPE specified in the notice;
(ii) Secure the WORKSITE, where applicable, and turn over materials and equipment, including
CONTRACTOR EQUIPMENT, COMPANY may require in connection with SCOPE, and remove
the remainder promptly from any COMPANY GROUP WORKSITE, at its own expense, and
without unreasonably interfering with the activities of others;
(iii) use reasonable endeavours to minimise any termination costs;
(iv) return any amounts COMPANY has paid, including any pre-payments, that are greater than
the amount CONTRACTOR is entitled to on termination;
(v) assign to COMPANY or its nominee any SUBCONTRACTS requested by COMPANY to be
assigned; and
(vi) deliver to COMPANY:
(A) all of COMPANY’s documents and information supplied to CONTRACTOR for
performance of the CONTRACT;
(B) all documents and information needed to assist in completing SCOPE in progress; and

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 (C) all documentation for SCOPE and SOFTWARE which was to be supplied in connection
with the CONTRACT.
5.5 Compensation in the Event of Termination

(a) If COMPANY terminates the CONTRACT or part of SCOPE for cause, COMPANY will determine the
only amounts owed to CONTRACTOR as follows: (i) for any portion of SCOPE that was performed
in accordance with the CONTRACT prior to termination and for which the CONTRACT provides a
means of valuation, CONTRACTOR is entitled to the amounts due and payable for such SCOPE as
determined in accordance with the CONTRACT, (ii) for any portion of SCOPE that was performed
in accordance with the CONTRACT prior to termination and for which the CONTRACT does not
provide a means of valuation, CONTRACTOR is entitled to the market value of such SCOPE in the
region for SCOPE and contractors performing work of a similar nature and carried out under similar
conditions as SCOPE; and (iii) for any portion of SCOPE that was not performed in accordance with
the CONTRACT, CONTRACTOR is not entitled to any amount.

(b) If COMPANY terminates the whole of the CONTRACT for convenience or CONTRACTOR validly
terminates for non-payment, COMPANY will determine the amounts owed to CONTRACTOR for
SCOPE properly performed in accordance with the CONTRACT prior to termination. Those amounts
will be limited to: (i) the amounts due and payable for such SCOPE under the CONTRACT; (ii) any
reasonable, unavoidable, and auditable demobilisation and work in progress costs of
CONTRACTOR.
5.6 Exclusive Reasons for Termination
The parties waive any right to terminate, rescind, or otherwise end the CONTRACT on grounds
other than those set out in the CONTRACT.

6 LIQUIDATED DAMAGES
Where any LIQUIDATED DAMAGES are set out in the CONTRACT, the following applies:
(i) unless expressly provided otherwise in the CONTRACT, payment of LIQUIDATED DAMAGES
will not relieve CONTRACTOR from its obligations to complete SCOPE in accordance with the
CONTRACT.
(ii) the parties agree that any LIQUIDATED DAMAGES are:
(A) genuine pre-estimate of the losses that may be sustained by failure of performance;
and
(B) Not a penalty.
(iii) If LIQUIDATED DAMAGES are invalid and unenforceable, COMPANY may claim
demonstrated damages, subject to any limitations that may be set out in the CONTRACT.

7 LIABILITIES AND INDEMNITIES

7.1 CONTRACTOR GROUP People and Property
CONTRACTOR will INDEMNIFY COMPANY GROUP for LIABILITIES in respect of:
(i) death, injury, or disease of any person in CONTRACTOR GROUP; and

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 (ii) damage to or loss of:
(A) property owned by CONTRACTOR GROUP;
(B) COMPANY PROVIDED ITEMS while in CONTRACTOR GROUP’s care, custody, or
control; and
(C) property for which the CONTRACT provides that CONTRACTOR GROUP has the risk of
loss.
7.2 COMPANY GROUP People and Property
COMPANY will INDEMNIFY CONTRACTOR GROUP for LIABILITIES in respect of:
(i) death, injury, or disease of any person in COMPANY GROUP; and
(ii) damage to or loss of property owned by COMPANY GROUP (except for COMPANY PROVIDED
ITEMS while in CONTRACTOR GROUP’s care, custody, or control, or property for which the
CONTRACT provides that CONTRACTOR GROUP has the risk of loss).
7.3 LIABILITIES for Pollution

(a) CONTRACTOR will INDEMNIFY COMPANY GROUP for LIABILITIES related to pollution or
contamination emanating from:
(i) premises of and property owned by CONTRACTOR GROUP, including CONTRACTOR
EQUIPMENT;
(ii) COMPANY PROVIDED ITEMS while in CONTRACTOR GROUP’s care, custody, or control; and
(iii) property for which the CONTRACT provides that CONTRACTOR GROUP has the risk of loss.

(b) COMPANY will INDEMNIFY CONTRACTOR GROUP for LIABILITIES related to pollution or
contamination emanating from:
(i) property owned by COMPANY GROUP (except for COMPANY PROVIDED ITEMS while in
CONTRACTOR GROUP’s care, custody, or control, or property for which the CONTRACT
provides that CONTRACTOR GROUP has the risk of loss); or
(ii) COMPANY GROUP’s well or reservoir.

(c) The two preceding sub-articles, regarding the obligation of a party to INDEMNIFY for LIABILITIES
for people or property prevail over this sub-article regarding the obligation of a party to
INDEMNIFY for pollution.
7.4 Indemnity for Own CONSEQUENTIAL LOSS

(a) COMPANY will INDEMNIFY CONTRACTOR GROUP for LIABILITIES for COMPANY GROUP’s own
CONSEQUENTIAL LOSS that COMPANY GROUP would otherwise be entitled to from CONTRACTOR
GROUP.

(b) CONTRACTOR will INDEMNIFY COMPANY GROUP for LIABILITIES for CONTRACTOR GROUP’s own
CONSEQUENTIAL LOSS that CONTRACTOR GROUP would otherwise be entitled to from COMPANY
GROUP.

(c) A party’s own CONSEQUENTIAL LOSS does not include:

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 (i) LIABILITIES to third parties; or
(ii) LIQUIDATED DAMAGES or other compensation that the CONTRACT explicitly provides for
one party to recover from the other, where applicable.
7.5 Applicability of Obligations to INDEMNIFY in Case of Negligence, GROSS NEGLIGENCE, WILFUL
MISCONDUCT, or other Circumstances

(a) The requirements in the preceding four sub-articles of this Article, for a party to INDEMNIFY for
LIABILITIES for people, property, pollution, or CONSEQUENTIAL LOSS apply:
(i) to the maximum extent permitted by APPLICABLE LAWS;
(ii) regardless of the cause of the LIABILITIES; and
(iii) regardless of the negligence, breach of statutory or other duty, or other fault of the
indemnified party.

(b) The requirements in the preceding four sub-articles of this Article, for a party to INDEMNIFY for
LIABILITIES for people, property, pollution, or CONSEQUENTIAL LOSS do not apply to:
(i) LIABILITIES that did not arise in connection with the CONTRACT or that are unrelated to the
SCOPE of the CONTRACT;
(ii) LIABILITIES caused by GROSS NEGLIGENCE of managerial or senior supervisory personnel or
WILFUL MISCONDUCT of (A) any PERSON in CONTRACTOR GROUP where a PERSON in
CONTRACTOR GROUP claims INDEMNIFICATION or (B) any PERSON in COMPANY GROUP
where a PERSON in COMPANY GROUP claims INDEMNIFICATION; or
(iii) fines, punitive or exemplary damages, or penalties payable to any governmental or non-
governmental third party by (A) any PERSON in CONTRACTOR GROUP where a PERSON in
CONTRACTOR GROUP claims INDEMNIFICATION or (B) any PERSON in COMPANY GROUP
where a PERSON in COMPANY GROUP claims INDEMNIFICATION.

(c) The requirements in the preceding four sub-articles of this Article to INDEMNIFY for LIABILITIES for
people, property, pollution, or CONSEQUENTIAL LOSS, do not apply to LIABILITIES arising from
disclosure of CONFIDENTIAL INFORMATION and LIABILITIES related to IP RIGHTS.

(d) Neither party excludes or limits its LIABILITIES to the other party to the extent they may not be
excluded or limited under APPLICABLE LAWS.
7.6 Conflicts or Precedents
In the event of any conflict between COMPANY’s obligation to INDEMNIFY for LIABILITIES for
people, property, pollution, or CONSEQUENTIAL LOSS, as provided above in this Article, and
provisions elsewhere in the CONTRACT requiring CONTRACTOR to INDEMNIFY for such LIABILITIES,
the allocation of such LIABILITIES (and corresponding limitations) in this Article will prevail, unless
such other provision specifically states otherwise.
7.7 LIABILITIES to Third Parties

(a) Except to the extent other indemnity provisions in this CONTRACT apply:

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 (i) CONTRACTOR will INDEMNIFY COMPANY GROUP for LIABILITIES to third parties arising in
connection with the CONTRACT to the extent of and in proportion to the negligence, breach
of statutory or other duty, or other fault of CONTRACTOR GROUP; and
(ii) COMPANY will INDEMNIFY CONTRACTOR GROUP for LIABILITIES to third parties arising in
connection with the CONTRACT to the extent of and in proportion to the negligence, breach
of statutory or other duty, or other fault of COMPANY GROUP.

(b) For the purpose of this Article, “third party” means any party that is not a PERSON in COMPANY
GROUP or CONTRACTOR GROUP.
7.8 Notification
If either party becomes aware of any incident likely to give rise to a claim under the above
INDEMNITIES, that party will notify the other party, and both parties will cooperate fully in the
investigation of the incident.
7.9 Mutual Waiver and Indemnity

(a) This mutual waiver and indemnity provision applies:

(i) in the event COMPANY GROUP has any agreement at the relevant time with any OTHER
CONTRACTOR that may be relevant to SCOPE or is performed at a WORKSITE where
CONTRACTOR GROUP is present performing SCOPE; and
(ii) to the extent the agreement includes a similar obligation as that provided in this sub-article
requiring an OTHER CONTRACTOR to directly or indirectly INDEMNIFY CONTRACTOR
GROUP.

(b) If this mutual waiver and indemnity provision applies, CONTRACTOR will INDEMNIFY OTHER
CONTRACTOR GROUPS for LIABILITIES related to the CONTRACT in respect of:
(i) death, injury, or disease of any person in CONTRACTOR GROUP;
(ii) damage to or loss of property owned by CONTRACTOR GROUP; and
(iii) CONSEQUENTIAL LOSS of CONTRACTOR GROUP.

(c) These indemnities apply in all those cases (including instances of negligence) that govern the
applicability of CONTRACTOR’s obligation to INDEMNIFY for CONTRACTOR GROUP’s people and
property, or CONSEQUENTIAL LOSS as set out in this Article.

(d) CONTRACTOR will ensure that its insurers will waive any rights of recourse and subrogation rights
against OTHER CONTRACTOR GROUPS in respect of the indemnities given by CONTRACTOR to
OTHER CONTRACTOR GROUPS in this mutual waiver and indemnity provision.

(e) The indemnities given by CONTRACTOR to OTHER CONTRACTOR GROUPS in this mutual waiver
and indemnity provision are intended to be enforceable by those OTHER CONTRACTOR GROUPS
that have included a similar obligation as that provided in this sub-article requiring an OTHER
CONTRACTOR to directly or indirectly INDEMNIFY CONTRACTOR GROUP. If APPLICABLE LAWS do
not allow OTHER CONTRACTOR GROUPS to enforce any of these indemnities, COMPANY is entitled
to enforce the indemnities against CONTRACTOR on OTHER CONTRACTOR’s behalf.

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8 INSURANCE
8.1 Requirements

(a) Prior to commencement of performance, CONTRACTOR will arrange at its own expense at least
the types and limits of insurance specified in the INSURANCE REQUIREMENTS, which are required
to be in effect throughout the duration of the CONTRACT.

(b) All insurance will be arranged with substantial insurers.

(c) Satisfaction of the obligation to procure insurance and perform other actions in connection with
this Article will not relieve CONTRACTOR GROUP of any obligations or LIABILITIES.

(d) COMPANY may require CONTRACTOR to provide certificates of insurance, evidence of policy
exclusions and endorsements acceptable to COMPANY, or other proof of insurance. COMPANY
GROUP reviewing or accepting any certificate, insurer, or terms or limits of insurance proposed by
CONTRACTOR GROUP, will not relieve CONTRACTOR GROUP of any obligations or LIABILITIES.

8.2 Excess Insurance

All insurance limits included in the INSURANCE REQUIREMENTS may be fulfilled through any
combination of primary and excess (umbrella) insurance obtained in accordance with this Article.
8.3 Additional Insured
Except for Employer’s Liability or Worker’s Compensation Insurance, CONTRACTOR, will to the
maximum extent permitted by APPLICABLE LAWS, include COMPANY GROUP as an additional
insured on all insurance policies applicable to performance of the CONTRACT, but only to the
extent of CONTRACTOR’s obligations to INDEMNIFY COMPANY GROUP under the CONTRACT.
8.4 Subrogation Waiver
All insurance policies applicable to performance of the CONTRACT will, to the maximum extent
permitted by APPLICABLE LAWS, be endorsed to provide that underwriters waive any rights of
recourse, including subrogation rights, against COMPANY GROUP, but only to the extent
CONTRACTOR is obligated to INDEMNIFY COMPANY GROUP under the CONTRACT.
8.5 SUBCONTRACTORS
Where any SUBCONTRACTOR is performing any part of the CONTRACT, CONTRACTOR will ensure
that insurance specified in the SUBCONTRACTS is consistent with the requirements of this Article.
SUBCONTRACTORS are not required to arrange insurances duplicating insurance CONTRACTOR or
COMPANY has agreed to provide.
8.6 Notice and Replacement
CONTRACTOR will notify COMPANY of any cancellation or material change to the terms of any
insurance within seven days of receipt of the insurer’s notification to that effect. If CONTRACTOR
fails to maintain any insurance required by the CONTRACT, COMPANY will have the right to procure

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 the insurance, set off the costs against amounts owed to CONTRACTOR, and require prompt
repayment by CONTRACTOR.
8.7 Deductibles and Precedence
CONTRACTOR is responsible for paying all deductibles on the insurances stipulated in the
INSURANCE REQUIREMENTS. All insurance policies which CONTRACTOR GROUP is required to
arrange in accordance with the INSURANCE REQUIREMENTS are primary in relation to insurance
COMPANY GROUP may have in place, without right of contribution from any COMPANY GROUP
insurance.

9 COMPLIANCE WITH APPLICABLE LAWS, BUSINESS PRINCIPLES, AND HSSE STANDARDS

9.1 APPLICABLE LAWS

(b) CONTRACTOR represents that it is familiar with and will comply, and ensure that CONTRACTOR
GROUP complies, with APPLICABLE LAWS in the performance of the CONTRACT.

(c) CONTRACTOR will notify COMPANY in writing of any material breaches of APPLICABLE LAWS
related to the performance of the CONTRACT and remedy non-compliance immediately.

(d) CONTRACTOR will INDEMNIFY COMPANY GROUP for any LIABILITIES arising out of CONTRACTOR
GROUP’s non-compliance with APPLICABLE LAWS.

9.2 Business Principles

(a) CONTRACTOR acknowledges that it has actual knowledge of:

(i) the Shell General Business Principles, available at www.shell.com/sgbp, and the Shell
Supplier Principles, available at www.shell.com/suppliers;
(ii) the Shell Code of Conduct, available at http://www.shell.com/codeofconduct; and
(iii) the Shell Global Helpline, available at http://www.shell.com/globalhelpline.

(b) CONTRACTOR agrees that CONTRACTOR GROUP will adhere to and notify of violations of the
principles contained in the Shell General Business Principles and Shell Supplier Principles (or where
CONTRACTOR has adopted equivalent principles, to those equivalent principles) in all its dealings
with or on behalf of COMPANY in connection with this CONTRACT and related matters.

(c) If CONTRACTOR GROUP supplies staff that work on behalf of COMPANY or represent COMPANY,
CONTRACTOR commits that the staff will behave in a manner that is consistent with the Shell Code
of Conduct.
9.3 Anti-Bribery and Corruption

(a) CONTRACTOR represents that, in connection with this CONTRACT and related matters:
(i) it is knowledgeable about ANTI-CORRUPTION LAWS applicable to the performance of the
CONTRACT, including the Corrupt Practices and Other Related Offences Act, Laws of the
Federation of Nigeria 2004; Criminal Code Act Cap. 38, Laws of the Federation of Nigeria

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 2004; the Penal Code (Northern States) Federal Provisions Act Cap.P3, Laws of the
Federation of Nigeria, 2004; the Economic and Financial Crimes Commission (Establishment)
Act Cap. E.1, Laws of the Federation of Nigeria, 2004, (all as amended from time to time),
and will comply with all such laws; and
(ii) CONTRACTOR GROUP has not made, offered, authorised, or accepted, and will not make,
offer, authorise, or accept, any payment, gift, promise, or other advantage, whether directly
or through any other PERSON, to or for the use or benefit of any GOVERNMENT OFFICIAL or
any other PERSON where that payment, gift, promise, or other advantage would: (A)
comprise a facilitation payment; or (B) violate the relevant ANTI-CORRUPTION LAWS.

(b) CONTRACTOR will immediately notify COMPANY if CONTRACTOR receives or becomes aware of
any matter that is prohibited by the preceding paragraph.

(c) CONTRACTOR affirms that no PERSON in CONTRACTOR GROUP is a GOVERNMENT OFFICIAL or

other PERSON who could assert illegal influence on behalf of COMPANY or its AFFILIATES. If a
PERSON in CONTRACTOR GROUP becomes a GOVERNMENT OFFICIAL, CONTRACTOR will promptly
notify COMPANY and remove that individual from performance in connection with SCOPE at
COMPANY’s request.

(d) CONTRACTOR will maintain adequate internal controls and procedures to ensure compliance with
ANTI-CORRUPTION LAWS, including the ability to demonstrate compliance through adequate and
accurate recording of transactions in its BOOKS AND RECORDS.

(e) COMPANY will have the right to confirm compliance with ANTI-CORRUPTION LAWS and record
keeping by audit. CONTRACTOR will keep BOOKS AND RECORDS available for audit while the
CONTRACT is in effect and thereafter for ten years following termination of the CONTRACT.

(f) CONTRACTOR will INDEMNIFY COMPANY GROUP for any LIABILITIES arising out of CONTRACTOR
GROUP’s breach of ANTI-CORRUPTION LAWS or any related undertakings under this Article.
9.4 Export and Trade Controls

(a) CONTRACTOR will comply with all applicable TRADE CONTROL LAWS and provide COMPANY with
necessary data to comply TRADE CONTROL LAWS.

(b) CONTRACTOR will ensure that, except with the prior written consent of COMPANY: (i) COMPANY
PROVIDED ITEMS are not exported, provided, or made available, to any RESTRICTED JURISDICTION
or RESTRICTED PARTIES; (ii) CONTRACTOR PERSONNEL with access to COMPANY GROUP’s
technical information, information technology resources (including COMPANY GROUP’s
infrastructure), or COMPANY GROUP WORKSITES, are not RESTRICTED PARTIES or nationals of a
RESTRICTED JURISDICTION; (iii) CONTRACTOR will not utilise SUBCONTRACTORS that are
RESTRICTED PARTIES; and (iv) CONTRACTOR will not source any of the goods, SOFTWARE or
technology in SCOPE to be delivered or supplied to COMPANY under the CONTRACT, directly or
indirectly, from RESTRICTED PARTIES or a RESTRICTED JURISDICTION.
9.5 PERSONAL DATA Protection

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(a) The parties may provide each other with PERSONAL DATA in the course of the performance of this
CONTRACT, the processing and transfer of which will be done in accordance with APPLICABLE
DATA PROTECTION LAW. Each party is a data controller in respect of the PERSONAL DATA.

(b) Where COMPANY is located in the European Economic Area and CONTRACTOR is located in a
country that has not been deemed to provide an adequate level of protection for PERSONAL DATA
and has not implemented a program or certification that is recognised as providing an adequate
level of protection in accordance with Regulation (EU) 2016/679, the standard contractual clauses
as set out in the Annex to Decision to 2004/915/EC are incorporated into this agreement in full
including the data processing principles set forth in Annex A to those clauses and the following
details:
(i) Data Exporter – COMPANY
(ii) Data Importer – CONTRACTOR
(iii) Data Subjects - Employees, contractors, and officers of COMPANY GROUP
(iv) Purposes of the transfer(s) - As necessary for the performance of the SCOPE under the
CONTRACT
(v) Categories of data - Name, job title, business contact details, address, telephone number,
email address, online identifiers, others.
(vi) Recipients - Data Importer and entities authorised by the Data Importer only as strictly
required for the performance of the SCOPE and as permitted by APPLICABLE DATA
PROTECTION LAW.
(vii) Sensitive Data - NA
(viii) Data protection registration information of Data Exporter - Data Exporter complies with its
registration obligations. The lead supervisory authority for COMPANY GROUP is the
Netherlands Data Protection Authority https://autoriteitpersoonsgegevens.nl/en
(ix) Contact point for Data Exporter- Privacy-Office-SI@shell.com
(x) Contact point for Data Importer - ………………….
9.6 Health, Safety, Security, and Environment (“HSSE”)

(a) In performing SCOPE at COMPANY GROUP WORKSITES, or other location if specified in the HSSE
STANDARDS, CONTRACTOR will, and will ensure that CONTRACTOR GROUP will, at all times:
(i) pursue Shell’s HSSE principle of Goal Zero;
(ii) comply with IOGP 459 Life Saving Rules, available at https://www.iogp.org/life-savingrules/;
and
(iii) comply with other applicable HSSE STANDARDS.

(b) CONTRACTOR will cause CONTRACTOR PERSONNEL to take precautions necessary to comply with
HSSE STANDARDS. COMPANY may require CONTRACTOR to remove, at no additional cost to
COMPANY, any CONTRACTOR PERSONNEL from any COMPANY GROUP WORKSITE or from the
performance of SCOPE, for violation, in the opinion of COMPANY, of HSSE STANDARDS. In such

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 event, CONTRACTOR will provide a suitable replacement for any such CONTRACTOR PERSONNEL
within a reasonable time and at no additional cost to COMPANY.

(c) CONTRACTOR is responsible for the adequacy, stability, and safety of all its operations and
methods necessary for the performance of SCOPE at all WORKSITES, or other location if specified
in the HSSE STANDARDS. CONTRACTOR is solely responsible for determining the nature and scope
of HSSE risks associated with the performance of SCOPE and for managing those risks.

(d) Where performance of SCOPE requires HSSE accreditations, CONTRACTOR will satisfy all
requirements for the accreditation prior to commencement of performance and will keep its
accreditations in good standing.
9.7 Local Content and Opportunity

(a) CONTRACTOR will abide by and comply, and cause its SUBCONTRACTORS to comply, with all
APPLICABLE LAWS on Nigerian content, which is defined in the Nigerian Oil & Gas Industry Content
Development Act to mean “the quantum of composite value added to or created in the Nigerian
economy by a systematic development of capacity and capabilities through the deliberate
utilisation of Nigerian human, material resources, and services in the Nigerian oil and gas industry”.
CONTRACTOR will also maximise Nigerian Content in performance of SCOPE.

(b) CONTRACTOR will promote the sustainable development of Nigerian businesses as suppliers and
service providers, establish training programs when specified by COMPANY, as well as utilise, as
much as possible, goods and services procured from Nigerian markets.

(c) Any contravention of the Nigerian Oil and Gas Industry Content Development Act or failure by
CONTRACTOR to comply with its Nigerian content obligations as outlined in the CONTRACT, will
entitle COMPANY to terminate the CONTRACT. CONTRACTOR will include the provisions of this
Article in all its SUBCONTRACTS.
9.8 CONTRACT WORKER WELFARE MANAGEMENT PLAN

(a) For the purpose of this sub-article, “CONTRACT WORKER WELFARE MANAGEMENT PLAN” means
a plan prepared by CONTRACTOR which is consistent with the requirements of COMPANY’s
Worker Welfare Manual and includes:
(i) a leadership commitment statement;
(ii) worker welfare risks and detailed controls and activities to mitigate such risks in adherence
with the Building Responsibly Worker Welfare Principles (https://www.building-
responsibly.org/worker-welfare-principles);
(iii) additional requirements for living conditions to comply with internationally recognized
standards for workers accommodation;
(iv) a description of CONTRACTOR coordination with COMPANY worker welfare requirements,
including COMPANY initiated programs and activities such as worker surveys;
(v) a process to measure effects of worker welfare initiatives including leading and lagging
indicators; and

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 (vi) a periodic review of the CONTRACT WORKER WELFARE MANAGEMENT PLAN for
effectiveness and incorporation of worker feedback.

(b) CONTRACTOR will provide a CONTRACT WORKER WELFARE MANAGEMENT PLAN to the COMPANY
for review prior to deployment of CONTRACTOR PERSONNEL for performance of the relevant part
of SCOPE. CONTRACTOR will revise the CONTRACT WORKER WELFARE MANAGEMENT PLAN as and
when required, including for any SCOPE not covered by the original CONTRACT WORKER WELFARE
MANAGEMENT PLAN. If at any time, COMPANY reasonably determines that the CONTRACT
WORKER WELFARE MANAGEMENT PLAN is inadequate, CONTRACTOR will revise the CONTRACT
WORKER WELFARE MANAGEMENT PLAN accordingly. The CONTRACTOR will provide all revisions
to the CONTRACT WORKER WELFARE MANAGEMENT PLAN to COMPANY for review.

(c) CONTRACTOR is solely responsible for implementing the CONTRACT WORKER WELFARE
MANAGEMENT PLAN and CONTRACTOR will, and will cause CONTRACTOR GROUP to, comply with
the CONTRACT WORKER WELFARE MANAGEMENT PLAN, including subsequent revisions.

10 CONFIDENTIALITY
10.1 Obligations in Connection with CONFIDENTIAL INFORMATION

(a) CONTRACTOR will, and will ensure that CONTRACTOR GROUP will, not disclose or permit a
disclosure to a third party of COMPANY GROUP’s CONFIDENTIAL INFORMATION without the prior
written consent of COMPANY and will use COMPANY GROUP's CONFIDENTIAL INFORMATION only
in connection with performance of the CONTRACT.

(b) Information that CONTRACTOR can prove at disclosure is public knowledge, in the possession of
CONTRACTOR without binder of secrecy, or developed independently of COMPANY’s
CONFIDENTIAL INFORMATION is not CONFIDENTIAL INFORMATION. Restrictions on disclosure of
COMPANY’s CONFIDENTIAL INFORMATION will cease if CONTRACTOR can prove that the
information has become part of the public knowledge through no fault of CONTRACTOR GROUP
or is subsequently disclosed to CONTRACTOR without an obligation of confidentiality by a third
party who has the legal right to do so.

(c) On COMPANY’s request, CONTRACTOR will return promptly any CONFIDENTIAL INFORMATION
and delete it from electronic storage, and delete or destroy all extracts or analyses that reflect any
CONFIDENTIAL INFORMATION.

10.2 CONTRACTOR Information

Except where the obligation is expressly stated elsewhere in the CONTRACT or through a separate
agreement, COMPANY GROUP will not have an obligation of non-disclosure or non-use regarding
information provided by CONTRACTOR GROUP.
10.3 External Communications
CONTRACTOR must obtain written approval from COMPANY before proceeding with any external
communications in connection with the CONTRACT, disclosure of business relationships, or use of
COMPANY’s trademarks.

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11 INTELLECTUAL PROPERTY
11.1 COMPANY’s IP RIGHTS

(a) Except for IP RIGHTS vested with CONTRACTOR as provided below, all ownership rights, title, and
interest in and to SCOPE and WORK PRODUCT, including IP RIGHTS, will vest with and be assigned
to COMPANY or its nominee promptly upon creation or generation. This CONTRACT does not grant
CONTRACTOR GROUP any rights, title, or interest in or to COMPANY GROUP’s IP RIGHTS, other
than those set out in the CONTRACT.

(b) CONTRACTOR, warranting that it is entitled to do so, grants to COMPANY GROUP the irrevocable,
non-exclusive, perpetual, worldwide, royalty-free right and licence, with the right to grant sub-
licences, to possess, use and modify any of CONTRACTOR’s IP RIGHTS embodied in SCOPE and
WORK PRODUCT to the extent necessary to allow COMPANY GROUP to possess, use, exploit, and
modify SCOPE and WORK PRODUCT, including the right to import, export, operate, sell, maintain,
and repair SCOPE. CONTRACTOR warrants that any possession or use of SCOPE or of
CONTRACTOR’s IP RIGHTS will not infringe the IP RIGHTS of any third party.
11.2 IP RIGHTS derived from COMPANY’s IP RIGHTS

(a) IP RIGHTS created by modifications, amendments, enhancements, or improvements (including

tailor-made to the specifications of COMPANY) to COMPANY GROUP’s IP RIGHTS, or made using
COMPANY GROUP’s CONFIDENTIAL INFORMATION:
(i) will vest with COMPANY or its nominee when created; and
(ii) are assigned, along with all rights, title, and interest in those IP RIGHTS by CONTRACTOR to
COMPANY or assignee.

(b) CONTRACTOR irrevocably waives, and will cause CONTRACTOR GROUP to irrevocably waive, any
related moral or similar, non-transferable rights that any PERSONS in CONTRACTOR GROUP may
have.

(c) CONTRACTOR will execute, and will cause CONTRACTOR GROUP to execute documents, and take
all other steps as may reasonably be necessary to document the ownership of COMPANY or its
nominee in the IP RIGHTS to allow COMPANY to secure, protect, and enforce those rights for the
benefit and full use of COMPANY GROUP.
11.3 CONTRACTOR’s IP RIGHTS

(a) COMPANY’s ownership rights in SCOPE under this article will not extend to CONTRACTOR GROUP’s
IP RIGHTS that:
(i) pre-existed the performance under the CONTRACT;
(ii) are developed independently from performance of the CONTRACT; or
(iii) are used by CONTRACTOR in connection with or to perform the CONTRACT, but are not
based on or arising out of COMPANY GROUP’s IP RIGHTS or CONFIDENTIAL INFORMATION.

(b) CONTRACTOR warrants that the possession, use, or distribution by COMPANY GROUP and their
customers or nominees of WORK PRODUCT or of any other materials made available to COMPANY

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 by CONTRACTOR GROUP in connection with SCOPE, will not infringe or misappropriate the IP
RIGHTS of any third party.
11.4 Safekeeping
CONTRACTOR will hold all original documents comprising WORK PRODUCT in safekeeping and will
maintain BOOKS AND RECORDS evidencing the process of independent creation. At COMPANY’s
request, CONTRACTOR will deliver to COMPANY any WORK PRODUCT related to SCOPE designed
for COMPANY.
11.5 Indemnity

(a) CONTRACTOR will INDEMNIFY COMPANY GROUP, assignees, transferees, and sub-licensees
permitted by this CONTRACT for any LIABILITIES resulting from any claim that the ownership
possession or use of any SCOPE or WORK PRODUCT infringes or misappropriates the IP RIGHTS of
any third party.

(b) CONTRACTOR will not, without the prior written consent of COMPANY, settle or compromise any
infringement claim if the settlement or compromise obligates COMPANY GROUP to part with any
property, assume any obligation (including the payment of money), grant any licence or other
rights, or be subject to any injunction by reason of the settlement or compromise.
11.6 Substitution on Infringement
Where items, designs, processes, methods, information, SCOPE, WORK PRODUCT specified or
delivered by CONTRACTOR and used or proposed to be used by COMPANY GROUP or its nominees,
are held to constitute infringement or misappropriation of a third party’s IP RIGHTS and their use
is wholly or partially prevented, CONTRACTOR will promptly at its own expense either procure the
right to use the same or replace them with non-infringing items, designs, processes, methods,
information, materials, goods, or services of at least equivalent functionality.

12 FINANCIAL AND PERFORMANCE AUDIT

(a) COMPANY will have the right to audit: (i) invoiced charges and proper invoicing; (ii) other BOOKS
AND RECORDS; and (iii) the performance of any other of CONTRACTOR’s obligations under the
CONTRACT, where capable of being verified by audit.

(b) Based on the findings of the audit, the parties will settle any amounts charged incorrectly within
45 days of any audit finding; and CONTRACTOR will provide any SCOPE, or refund, repair, replace,
or re-perform any SCOPE where the requirement to do so is identified by any audit within 45 days
of any audit finding.

(c) CONTRACTOR will keep BOOKS AND RECORDS available for audit for the longer of the following
periods: (i) five years following termination of the CONTRACT or any longer period as required by
APPLICABLE LAWS; or (ii) two years after the period expires on any obligation of CONTRACTOR to
refund, repair, replace, or re-perform any SCOPE (including correction of defects).

(d) If a longer period is specified in the CONTRACT for retention of relevant BOOKS AND RECORDS for
compliance with ANTI-CORRUPTION LAWS, CONTRACTOR will comply with that requirement.

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13 RELATIONSHIP OF PARTIES
13.1 Independent CONTRACTOR
CONTRACTOR is an independent contractor in all aspects of performance under the CONTRACT.
CONTRACTOR is responsible for the method and manner of performance to achieve the results
required by the CONTRACT.
13.2 No Business Relationship

(a) Neither the CONTRACT nor its performance creates a partnership, joint venture or fiduciary
relationship. No party is appointed as an agent of the other. The CONTRACT does not permit
CONTRACTOR to make any commitment on behalf of COMPANY GROUP.

(b) CONTRACTOR and CONTRACTOR PERSONNEL are not to be considered employees of COMPANY
GROUP and are not eligible to participate in any of COMPANY GROUP’s employee benefit plans.
CONTRACTOR will INDEMNIFY COMPANY GROUP for any LIABILITIES related to claims for private
or governmental benefits by CONTRACTOR GROUP.

(c) COMPANY enters into the CONTRACT on its own behalf and on behalf of its CO-VENTURERS, where
applicable, but CONTRACTOR agrees to look solely to COMPANY for performance and payment.
No obligations are assumed by any CO-VENTURER.

14 CONTRACTOR PERSONNEL AND SUBCONTRACTING

14.1 Responsibility

(a) CONTRACTOR is responsible for any SCOPE performed by and all activities, omissions, and defaults
of any SUBCONTRACTOR and all CONTRACTOR PERSONNEL as if they were the activities,
omissions, or defaults of CONTRACTOR.
14.2 Condition to SUBCONTRACT

(a) CONTRACTOR may not subcontract any part of its obligations under the CONTRACT except as
agreed in writing by COMPANY.
14.3 Formation and Content of SUBCONTRACTS; Further Requirements

(a) CONTRACTOR will ensure that SUBCONTRACTS are in all material respects consistent with the
terms and conditions of the CONTRACT.
14.4 Payments to SUBCONTRACTORS

(a) If COMPANY becomes aware that CONTRACTOR has failed to pay SUBCONTRACTORS or COMPANY
receives a claim from a SUBCONTRACTOR related to non-payment for SCOPE, COMPANY will notify
CONTRACTOR.

(b) If CONTRACTOR does not promptly pay the SUBCONTRACTORS after receiving notice and to ensure
proper performance of SCOPE (including to discharge a threatened or asserted LIEN), then
COMPANY may issue payment:
(i) directly to those SUBCONTRACTORS; or

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 (ii) jointly to CONTRACTOR and any SUBCONTRACTORS

(c) Any payment to a SUBCONTRACTOR under this sub-article will be regarded as a payment to
CONTRACTOR for the CONTRACT PRICE. COMPANY may set off these payments against amounts
owed to CONTRACTOR or charge CONTRACTOR for such amounts.

15 ASSIGNMENT
An assignment or novation by a party of all or part of the CONTRACT requires the written consent
of the other party, except that COMPANY may assign and novate all or part of the CONTRACT to
an AFFILIATE without the consent of CONTRACTOR by giving written notice to CONTRACTOR.

16 FORCE MAJEURE

(a) COMPANY and CONTRACTOR are each excused from performance of the affected part of an
obligation of the CONTRACT while performance is prevented by a FORCE MAJEURE EVENT unless
the event: (i) was contributed to by the fault of the party or was due to circumstances that could
have been avoided or mitigated by the exercise of reasonable diligence by (A) any PERSON in
CONTRACTOR GROUP where CONTRACTOR claims force majeure or (B) any PERSON in COMPANY
GROUP where COMPANY claims force majeure; or (ii) relates to an inability to make payments of
money or secure funds.

(b) Only the following are FORCE MAJEURE EVENTS:

(i) riots, wars, blockades, or threats or acts of sabotage or terrorism;
(ii) earthquakes, floods, fires, named hurricanes or cyclones, tidal waves, tornadoes;
(iii) radioactive contamination, epidemics, maritime or aviation disasters;
(iv) strikes or labour disputes at a national or regional level or involving labour not forming part
of CONTRACTOR GROUP or COMPANY GROUP, which materially impair the ability of the
party claiming force majeure to perform the CONTRACT;
(v) government sanctions, embargoes, mandates, or laws that prevent performance;
(vi) except as expressly provided otherwise in the CONTRACT, inability of a party to timely obtain
licences, permits, or AUTHORITIES’ consent, required for performance; or
(vii) non-performance of a party’s SUBCONTRACTOR where the SUBCONTRACTOR has been or is
affected by one of the above FORCE MAJEURE EVENTS. However, performance will only be
excused under this sub-paragraph if the parties to the CONTRACT agree that substitute
performance by another SUBCONTRACTOR is impracticable under the circumstances.

(c) A party whose performance is delayed or prevented will: (i) notify the other party without delay;
(ii) use all reasonable endeavours (including acceleration of schedules on resumption of
performance) to mitigate the effects; and (iii) provide on a continuing basis plans for resumed
performance and revised schedules.

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(d) COMPANY may terminate the CONTRACT or part of SCOPE if any FORCE MAJEURE EVENT results
in a delay that exceeds 90 consecutive or 180 cumulative days, except where COMPANY provides
a VARIATION ORDER.

17 NOTICES
All notices or other communications under the CONTRACT must be in English and in writing, and:
(i) delivered by hand; (ii) sent by prepaid courier; (iii) sent by registered post; or (iv) sent by email
with confirmation receipt requested. Notices and communications are effective when actually
delivered at the address specified in the CONTRACT.

18 GOVERNING LAW, DISPUTE RESOLUTION AND REMEDIES

18.1 Governing Law
This CONTRACT, and any dispute or claim arising out of or in connection with this CONTRACT or its
subject matter or formation, including any non-contractual disputes or claims, will be exclusively
governed by and construed in accordance with the laws of the Federal Republic of Nigeria,
excluding conflict of law rules and choice of law principles that provide otherwise. The United
Nations Convention on the International Sale of Goods will not apply to this CONTRACT.
18.2 Dispute Resolution

(a) Any dispute or claim arising out of or in connection with the CONTRACT or its subject matter or
formation, whether in tort, contract, under statute, or otherwise, including any question regarding
its existence, validity, interpretation, breach, or termination, and including any non-contractual
claim, will be finally and exclusively resolved by arbitration under the Arbitration and Conciliation
Act, Cap. A18, Laws of the Federation of Nigeria, 2004 (“the ACT”), and any amendments to the
ACT.

(b) The arbitral tribunal, to be appointed in accordance with the ACT, will consist of one arbitrator.
However, if either party asserts the amount in controversy exceeds USD $5 million, then the
tribunal will consist of three arbitrators.

(c) The seat of the arbitration will be Lagos, Nigeria.

(d) The language of the arbitration will be English.

(e) The International Bar Association (IBA) Rules on the Taking of Evidence in International Arbitration
will apply to the arbitration.

(f) Each party waives, to the fullest extent permitted by law, any right under the laws of any
jurisdiction:
(i) to apply to any court or other judicial authority to determine any preliminary point of law;
and
(ii) to appeal or otherwise challenge the award, other than on the same grounds on which
recognition and enforcement of an award may be refused under Article V of the United

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 Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards of 1958
(“The New York Convention”).

(g) Nothing in this Article will be construed as preventing any party from seeking conservatory or
similar interim relief from any court with competent jurisdiction. Any award rendered by the
arbitral tribunal will be made in writing and will be final and binding on the parties. The parties will
carry out the award without delay. Judgment upon any award or order may be entered in any
court having jurisdiction. All aspects of the arbitration will be considered confidential.
18.3 Specific Performance
COMPANY is entitled to specific performance of the CONTRACT.

19 ADDITIONAL LEGAL PROVISIONS

(a) The parties retain their rights and remedies under APPLICABLE LAWS, subject to any provisions in
the CONTRACT that provide otherwise.

(b) The CONTRACT, and all ancillary notices, correspondence, and other documents, will be in English.
Where translations have been provided, the English version will prevail in case of any conflicts or
inconsistencies between translations.

(c) A provision of the CONTRACT is not waived unless made in writing by an authorised representative
of the waiving party. The waiver of a right or the partial exercise of a remedy does not limit a
party’s entitlement to exercise such right or remedy in the future.

(d) If any provision of the CONTRACT is determined invalid or unenforceable in any respect, the
provision will remain enforceable in all other respects and all other provisions of the CONTRACT
will be given full effect.

(e) Provisions that state that they survive or by their nature are intended to survive completion of
performance or termination of the CONTRACT do so, along with all remedies attached to them.

(f) Amendments to the CONTRACT must be made in writing and signed by the parties’ authorised
representatives in order to be binding.

(g) CONTRACTOR GROUP or COMPANY GROUP not a party to the CONTRACT, but conferred rights in
it, are entitled to enforce those rights, but their consent will not be required to amend or terminate
the CONTRACT, even if it affects those rights. Otherwise, the parties do not intend that any term
of this CONTRACT should be enforceable by any PERSON who is not a party to the CONTRACT.

(h) Each party will take all reasonable steps to mitigate any LIABILITIES resulting from breach of
CONTRACT by the other party.

(i) The CONTRACT sets forth the entire agreement between the parties concerning its subject matter
and supersedes any other agreements or statements pertaining to the same subject matter,
except those agreements or statements expressly referenced in the CONTRACT as included. Any
confidentiality agreement pertaining to the subject matter will remain in effect according to its
terms, unless the CONTRACT provides that it is terminated or replaced.

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(j) The CONTRACT may be signed in any number of counterparts, all of which constitute a single
instrument.

(k) If requested by COMPANY, CONTRACTOR agrees to use COMPANY’s designated on-line tool to sign
with a digital signature, except where prohibited by APPLICABLE LAW. If signed digitally, COMPANY
and CONTRACTOR agree to waive any right to dispute the genuineness of the signature, or the
admissibility of the CONTRACT where such challenge is based on the absence of a physical
signature.

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 SECTION IV –SCOPE DESCRIPTION

ARTICLE 1 – GENERAL
The COMPANY’s objective for initiating this CONTRACT is to have ready access to competent CONTRACTOR’S
Personnel and Professional Consultancy services in the Real Estate construction, design, engineering and
administration sector to support its Real Estate Projects and dealings on a call-off basis.

1.1 The SCOPE to be performed under this CONTRACT includes all works necessary for and incidental to the
described Subject Works as further detailed under Article 2 - General description of Works for this
CONTRACT document.

1.2 The CONTRACTOR shall perform the SCOPE in accordance with the CONTRACT.

1.3 The specific scope of work to be performed on a particular project/activity, including the relevant
Deliverables shall be defined in a Scope Brief (Scope Brief) issued by COMPANY to the CONTRACTOR in
relation to that Scope.

1.4 The CONTRACTOR warrants that the SCOPE shall be performed in a safe manner, to the required standard,
using good working practices by properly skilled, experienced and suitable personnel and that all articles,
goods and materials supplied shall be new, free from defects and suitable for their intended purpose. All
materials to be incorporated into the SCOPE or to be used in connection with the SCOPE shall, at
COMPANY's sole discretion, be subject to prior acceptance and approval by COMPANY. The CONTRACTOR
shall be responsible to ensure COMPANY approval of such materials in a timely manner. All materials,
which do not comply with this condition, are to be removed from site at the CONTRACTOR’s expense.

1.5 The CONTRACTOR shall ensure that all personnel employed on the CONTRACT are capable of speaking,
understanding, reading and writing the English language. All forms of communication shall be in the English
Language.

1.6 The CONTRACTOR shall provide all personnel, equipment, materials and services required for the
successful execution of the project pursuant to this CONTRACT.

1.7 The CONTRACTOR shall be responsible for the completion of all parts of the SCOPE.

ARTICLE 2 – SCOPE SUMMARY

2.1 Requirements/Coverage
CONTRACTOR shall provide Project Management Services and Professional Consultancy Services to support Real
Estate Projects and Operations as may be requested from time to time by COMPANY. The scope of activities shall
include but not be limited to the underlisted in connection with Real Estate projects/business delivery:
1. Project Management Services covering the following:
i. PRE-CONTRACT ACTIVITIES
a. Scope definition
b. Designs and specification
c. Management Of Change (MOC) approvals
d. Quality management plan
e. Risk assessment
f. Work schedule programme

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 g. Cost estimating
h. Project execution plan
i. Baseline documentation

ii. MOBILISATION OF PROJECT EXECUTION CONTRACTORS/SUB-CONTRACTORS

a. Premobilisation of contractors / sub-contractors
b. Certification
c. Tools & equipment survey
d. Project kick-off meeting

iii. PROJECT EXECUTION & QUALITY CONTROL SUPERVISION

a. Material inspections & approval
b. Quality assurance & control inspections
c. Co-ordination of construction activities of execution contractors/ sub-contractors
d. Preparation of payment valuations for execution contractors/ sub-contractors
e. Project commissioning

iv. STAKEHOLDER MANAGEMENT

a. Identifying project stakeholders
b. Defining stakeholder roles & responsibilities
c. Development of stakeholder communication management plan

v. PROJECT REPORTING
a. Project review/ performance reporting
b. Project review meetings
c. Issues & risk monitoring

vi. PROJECT CLOSEOUT

a. Documenting lessons learned
b. Project After Action Review (AAR)
c. Updating Real estate project historical database

vi. AD-HOC SERVICES

a. Procurement support
b. Document control
c. HSE services etc.

2. Professional Consultancy Services covering the following:

i. Architectural Consultancy
ii. Structural/Civil Consultancy
iii. Mechanical/Electrical Consultancy
iv. Quantity Surveying
v. Property Valuation/Advisory services

3. Locations to be covered for the Services

The Services shall generally be carried out in the locations listed below, which are the WORKSITEs :
(Note: The specific locations applicable to the CONTRACTOR shall be stated in the CONTRACT)

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 i. Base Locations (PHC Industrial Area, Residential Area, Kidney Island, Warri)
ii. Lagos and Abuja
iii. East Field Logistic Bases (FLBs) – Belema, Bonny, Gbaran Ubie, Imo River, Nun River, Okoloma,
Rumuahia, Soku
iv. West FLBs - Forcados, South Bank FOC, North Bank, Yokri FOC, Otumara, Opukushi, Saghara, Escravos,
Benisede
v. Other Outstation locations as may be required /on-boarded

2.2 Project Management Services (PMS)

The PMS shall cover the provision of supervisory, Quality Control and Assurance, cost management, project
coordination and other related administrative support services for existing and upcoming Real Estate projects. The
services shall be performed within the COMPANY office / residential area(s), field locations and other outstation
locations.

The scope shall cover the following disciplines and work streams:
• Architectural
• Mechanical Engineering
• Electrical Engineering
• Civil/Structural Engineering
• Project Engineering and Project Management
• Cost Engineering
• Land Survey
• Quality Management
• Project Administration
• Safety and Environment

2.3 Professional Consultancy Services

This scope shall cover the provision of professional consultancy and design services in the following disciplines:
1. Architectural Consultancy Services
2. Quantity Surveying Consultancy Services
3. Property Valuation Advisory Services
4. Engineering Consultancy Services including Civil & Structural Consultancy Services, Mechanical
engineering, Electrical engineering consultancy services, Technical Safety engineering consultancy
services.
These professional consultancy services will be carried out in the CONTRACTOR’S offices or the offices of their
nominated SUBCONTRACTORS.

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ARTICLE 3 – SCOPE DETAILS FOR PROJECT MANAGEMENT SERVICES (PMS)

3.1 PMS SERVICE DESCRIPTION

The CONTRACTOR shall deploy its Personnel (CONTRACTOR PERSONNEL) and Resources to carry out specific Project
Management Services in line with the brief stated in the relevant Scope Brief. The Scope Brief be a document
detailing the actual deliverables expected from the CONTRACTOR for a particular activity/scope. The activities shall
principally be carried out in the locations stated in the Scope Brief. The detailed description of the Service which
the CONTRACTOR will be required to perform, shall be contained in the relevant Scope Brief issued to the
CONTRACTOR.

The Project Management Service shall be provided under two distinct categories:
a. Project Management Services for Identified Projects
b. Project Management Services for Ad-Hoc /Non-Specific Project Activities

3.1.1 PROJECT MANAGEMENT SERVICES FOR IDENTIFIED PROJECTS

CONTRACTOR shall carry our Project Management Services for identified projects. These projects will be executed
by other contractor(s) and the CONTRACTOR shall provide holistic Project Management Services to manage the
delivery of these Projects. The services shall include but not be limited to the following:

3.1.1.1 Project Management Support

1 Through the course of all stages, report regularly to the COMPANY on the status of the project
defined in the Scope Brief and advise the COMPANY of any decisions or information required.
Note that the project may involve other internal / external execution parties – Contractors,
Consultants, Specialists, Technical Authorities etc.
2 The CONTRACTOR will be informed of the tentative project schedule. The CONTRACTOR will be
expected to take into consideration the prevalent project delivery conditions in the relevant
location and shall apply their knowledge of prevailing conditions in the Niger Delta and other
parts of Nigeria vis-a-vis local vendors competence/capability and build effects of such risks
into their pricing. Hence their price is expected to have taken into consideration possible
normal schedule slippages.
4. In the event that any aspect of the project appears likely to fail to achieve the COMPANY's
objectives, agree with the COMPANY suitable corrective action and monitor its
implementation.
4 Ascertain any COMPANY mandatory procedures applicable to the project and develop
compatible and appropriate working methods and procedures.
5 Prepare, distribute, and periodically update as necessary a Project Directory, Project Execut1on
Plan, Project Assurance Plan, Project Risk and Opportunity log and Master Programme.
6. Operate a quality management system in respect of all activities required to perform the
services. Communicate the principal features of that system to all consultants and any sub-
contractors and use best endeavor to ensure they too operate similar systems.
7 Allocate adequate and suitable qualified resources in order to comply with this agreement.
8 Payment to the PMS contractor will be based on milestones which will be tied to the
construction scope.

3.1.1.2 Project Assurance

1. With the assistance of the COMPANY, take responsibility for developing and implementing an
overarching project delivery strategy.

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 2. Through dialogue with the internal stakeholders identify the project value drivers, prepare and
implement procedures designed to deliver a successful outcome.
3. Take overall responsibility for the delivery of the Project Management, Administration, Design
and Cost Consultancy Services.
4. Set up and take overall responsibility for the implementation of a robust risk management
strategy and undertake regular risk reviews.
5. Set up and take overall responsibility for the delivery of the value management strategy.
6. Provide information for, and actively participate in (as requested), the COMPANY, s Value
Assurance Review (VAR) process.
7. Establish and implement a supply chain management strategy for the overall project.
8. Advise on, and assist in, the preparation of a project protocol that addresses the COMPANYs
HSSE and Social Performance obligations.

3.1.1.3 Programming
1 Prepare and maintain a master programme from inception to completion to record principal
activities and identify c r i t i c a l dares. Monitor progress of same.
2 Check that applications for statutory approvals ace submitted in accordance with the master
programme.
3 Advise the COMPANY on changes, recommend appropriate action, obtain authorization, and
implement the action.
4 Arrange for the preparation, by the various Contractors of a detailed construction programme.
As for as is reasonable possible ensure the Construction programme is realistic, aligned with
COMPANY objectives and incorporates an accurate assessment of the work activities required
5 Monitor the preparation, by the consultants of design information required for ordering,
construction or other purposes and check that this is coordinated with the master programme.
6 Oversee the preparation of a comprehensive testing and commissioning programme. Monitor
and report on progress of same
7 Oversee the preparation of a handover and occupation programme and associated process.

3.1.1.4 Design Co-ordination and Quality Control

1. Liaise with COMPANY in the preparation of the design brief. Incorporate any changes and
obtain COMP1\NY authorization.
2. Allocate adequate resources to establish an integrated project team. In order to comply with
this agreement all times monitor the actual and anticipated time spent carrying out the services
herein. Provide regularly updated fee draw down projections to the Shell Project Team.
3. implement design procedures to manage the design with the assistance of the lead consultant.
4. Formalize the procedures through a Procedures document, including Project Directory,
Organization Chart, communication routes etc.
5. Establish procedures and processes co assist in the briefing and information gathering process
such as a Request for Information (RFI) system. Agree, establish, register and maintain
processes to monitor costs and to make sure that the Cost Consultant is fully integrated with
the Design Team.
6. Ensure a comprehensive flow of information amongst the Design Team is always maintained
by regular contact with all members.
7. Coordinate the Design Technical Assurance among the COMPANY Technical Authorities, the
design consultant and COMPANY Project Team
8. Produce a coordinated Design Programme that dearly identifies all key milestones. Monitor
progress of same.
9. Liaise with the COMPANY to ensure that the design programme integrates fully with the master
programme.
10. Fully brief the Design Team on their deliverables and the requirement for formal Stage Reports.
Ensure that all parties know what they are required to deliver and by when.

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 11. Report to the COMPANY regularly and at the completion of each design stage.

3.1.1.5 Cost Studies, Cost checks and Cost Control

1. Monitor the preparation of costs and presentation of cost studies to the COMPANY.
Incorporate these costs into a master cost plan for the COMPANY.
2. Advice the COMPANY of any alterations required to the master cost plan and budgets and obtain
authorization.
3. Arrange for the preparation of capital cost studies associated with alternative design and
materials as appropriate
4. Arrange for the preparation of whole life cost studies of alternative designs and materials as
appropriate.
5. Assist the COMPANY in establishing the COMPANY.s financial and cash flow constraints.
6. If required, assist the COMPANY in seeking funding. Provide additional reports required by
funders as reasonably necessary.
7. Arrange for the COMPANY to obtain advice on taxation implications if appropriate.
8. Advise the COMPANY on appropriate procedures for dealing with insurance claims and agree
any changes required to consultants' fee arrangements generated by them.
9. Obtain COMPANY authorization for costs associated with contract variations when the
financial limit of authority is exceeded and check that costs are not exceeded.
10. Prepare report at regular intervals giving forecast of final construction costs, including costs of
variations and the cost implications of extensions of time and/or disruption, and forecast
completion dates,
11. Prepare regular valuations and payment certificates of works valued in accordance with the
building contracts. Check that valuations and certificates are correctly circulated.
12. Crosscheck fees for statutory approvals and works and follow through on payments by Shell of
Statutory fees.
13. Prepare the final account and agree settlement.

3.1.1.6 Project Administration

1. Establish and administer an Electronic Documentation Management and Collaboration tool
that all Project Parties can use for the design and management of the project through to
completion and handover.
2. Provide a dedicated and confidential administration resource to the COMPANY Project
Management Team for the duration of your appointment.
3. Liaise with the COMPANY and Consultants to establish the need for and extent of initial
viability/feasibility studies.
4. Co-ordinate the preparation of initial viability/feasibility studies
5. In conjunction with the Project Team and any other consultants, advise the COMPANY on the
necessity for studies, reviews, research, investigations, surveys, tests, or the like.
6. Co-ordinate and collate the findings from such studies, and report these to the COMPANY.
7. Management of Change

3.1.1.7 Statutory and Planning Approvals

1. Advise COMPANY of relevant Planning, Building Control, fire, environmental and licensing
authorities and statutory undertakers applicable to the project.
2. Provide relevant and suitable technical information as required for obtaining any required
government approvals.
3. Ensure that any conditions attached to a planning consent are implemented.
4. Establish the requirement of any other statutory approvals and follow up with COMPANY to ensure
that relevant applications for approvals are submitted by COMPANY.
5. Ensure that subsequent applications for amendments to statutory approvals are made when
required.

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3.1.1.8 Meetings and Reporting
1. Establish communication, reporting and authorization procedures to operate between
COMPANY, PMO, Consultants and sub-contractors.
2. Establish a comprehensive meetings structure. Lay down procedure for convening, chairing,
ascendancy, function, frequency, and responsibility for recording of meetings and circulation of
information.
3. Monitor meeting effectiveness, communications, and the dissemination of information.
4. Check appropriate information is provided to the COMPANY. Notify the COMPANY of
decisions required from her.
5. Convene, chair and minute all key project meetings.
6. Hold a Project completion review before the Project team is dispersed, to define the cause
and Lessons of the project including successes and challenges.
7. Prepare and submit regular reports to the COMPANY. These shall include, but not limited to:
8. Prepare Inception Reports. The inception report shall contain details of all meetings held
with the COMPANY, the PMS and any consultant, or subcontractors. It shall also include
decisions taken, resources agreed upon, the Work Programme and Resource Mobilization
for the Project.
9. Preparation of monthly reports. The monthly Progress Report shall contain details of all
meetings. decisions taken, mobilization of resources, compliance with action items,
progress of key activities and target dates for completion of action items.
10. The monthly report shall clearly state if there is the possibility of delays and the cause of
such delays and shall include mitigating actions for such delays.
11. Preparation of comprehensive final/close out project report at the completion of the
project. This shall include as a minimum, As-built drawings, operations Philosophy.
maintenance manual, learning from the project, and any recommendations from the
CONTRACTOR PERSONNEL.

3.1.1.9 Procurement & Inventory Management Services

1. Develop procurement strategies for project materials procurement requirements.
2. Develop and manage delivery plan for materials - expediting
3. Receiving and confirming delivery of goods.
4. Manage logistics requirements for materials delivery
5. Overseeing and managing the IT systems that track shipments, inventory, and the supply of goods.
6. Preparing and keeping custody of procurement reports, materials warranty documentation and related
documents.
7. Managing any project external inventory
8. Manage project materials stock and providing proper details of products types, sizes, quantity etc.
9. Manage the issuance of company procured materials to contractors
10. Provide other consanguine services including, but not limited to:
• Determination of required order quantity
• Determination of Lead Times for materials delivery
• Advise on possible Safety stock to avoid shortages and project delays.

3.1.1.10 Site Supervision

1. Provide continuous on-site supervision, inspection, and coordination of the Work in a timely,
professional, competent manner to ensure compliance with the approved construction documents,
contract documents, applicable regulations, project schedule, and all other applicable requirements.
Services will include Quality Control and assurance, Coordination and verification of test & acceptance
procedures of systems/sub-systems.
2. Monitor the progress of construction projects and ensure compliance with COMPANY safety
requirements – PTW system, HSSE Plans, all required additional permits such as hot work, electrical

Page | 43
 isolation, etc.
3. Monitor sub-contractors and required inspections
4. Inspect each phase of work to ensure quality standards are met and timelines are kept
5. Monitor material inventory and ensure orders are placed in good time.
6. Maintain attendance records of site workers
7. Arrange for coordination meetings and reporting to project management.
8. Coordination and support of hand-over procedures to Client.
9. Communicating the progress report to the Construction Project Manager
10. Attending any on-site meetings or events
11. Deploy relevant supervisory personnel/resources in line with the disciplines required for the relevant
project. This will include, but not limited to; Civil, Electrical, Mechanical, Quality Assurance, Cost
Control, HSSE, Logistics Management, etc. The CONTRACTOR is expected to analyze the project scope
and agree with COMPANY the applicable supervisory resources to be deployed.
5. Ensure that COMPANY specific standards and requirements are met.
6. Manage the Interface between various internal and external stakeholders on the project including
liaison between project contractors and local communities and interest groups. Develop, implement
and ensure adherence to corporate environmental and safety management programs. Consequently,
CONTRACTOR shall have relevant Interface management capacity and shall deploy personnel that are
experienced in project Interface management.

3.1.1.11 Completion, Commissioning and Handover

1. Advise the COMPANY or relevant statutory and other licenses necessary for the occupation/use
of the project.
2. Advise the COMPANY on arrangement for handover of the project, and on the logistics of taking
possession of the project.
3. Liaise with COMPANY`s/agents on commissioning with the Project Team, arrange hand over after
operational rests and commissioning of services
4. Arrange for maintenance and cleaning information, maintenance manuals , and test
certificates, guarantees/warranties, operating instructions, 'as-built drawings, ‘as installed’
diagrams and any other requirements to be forwarded to the COMPANY.
5. Provide to the COMPANY, complete sets of the documents in electronic format as and when
the COMPANY may reasonably require or on completion of the services or on the
termination of the Consultant appointment whichever first occurs. Format shall be in the
most recent version of Adobe Reader and/or AutoCAD.

3.1.2 Project Management Services for Ad-Hoc /Non-Specific Project Activities

The CONTRACTOR may be requested to provide project management support services to the Real Estate
team on ad-hoc basis to enable maturation of various projects/opportunities. These services may not be
related to a defined/specific project but will be required to advance projects or opportunities through the
opportunity funnel. Such services may include the following:
• Project Architectural Support Services
• Electrical Engineering Support Services
• Mechanical Engineering Support Services
• Civil/Structural Engineering Support Services
• Project Engineering Support Services
• Cost Engineering Support Services
• Land Surveying Services
• Project Administration Support Services
• Safety and Environmental Support Services

The summary of the Scope of these services including the minimum qualifications of CONTRACTOR
PERSONNEL that will be deployed in providing the services are listed in Article 3.3 below.

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3.2 SERVICE ADMINISTRATION & PERSONNEL DEPLOYMENT
3.2.1 On receipt of the PMS Scope Brief, the CONTRACTOR shall submit a Work Method Statement showing
details of how the work in the Scope Brief will be delivered including all resources and equipment to be
deployed. The details of any CONTRACTOR PERSONNEL proposed to be deployed by CONTRACTOR for the
relevant work shall include as a minimum, the name, date of birth, job title, formal qualifications (with
CONTRACTOR certified copies of such qualifications), details of courses attended and work experience of
proposed CONTRACTOR PERSONNEL.

3.2.2 The CONTRACTOR shall undertake its own audit and vetting of CONTRACTOR PERSONNEL proposed to be
engaged on the CONTRACT especially with regard to capability, competence, qualification requirements
etc. to maintain the standards expected by COMPANY. COMPANY reserves the right to reject any
CONTRACTOR PERSONNEL proposed by the CONTRACTOR. All CONTRACTOR PERSONNEL proposed by the
CONTRACTOR may be subjected to a test by COMPANY prior to acceptance or during the work. Should
COMPANY reject the proposed CONTRACTOR PERSONNEL at any time, immediate steps shall be taken by
the CONTRACTOR to replace such CONTRACTOR PERSONNEL at no extra cost to COMPANY.

3.2.3 All costs associated with the sourcing, locating and providing the CONTRACTOR PERSONNEL for tests
and/or work at any of the work locations shall be considered part of the CONTRACTOR's overhead costs
and is deemed to be included in the CONTRACT PRICE.

3.2.4 Office / Work Sites

CONTRACTOR PERSONNEL deployed under for the CONTRACT shall be required to work in such COMPANY
offices/work sites as applicable to the work/service detailed in the Scope Brief.

3.2.5 Personnel Identification

The CONTRACTOR shall provide for each of his personnel, an identity card bearing a passport-size
photograph and name of the person, as well as the CONTRACTOR's corporate stamp.

COMPANY shall also provide necessary Identity Cards or passes to enable the CONTRACTOR PERSONNEL
to have access to the relevant COMPANY work location/Site.

3.2.6 Management Visits

The CONTRACTOR's management shall pay regular visits at the CONTRACTOR’s cost to the MAIN BASE,
which shall be at least once a quarter, to hold discussions with their staff and COMPANY's Representatives
in connection with the SERVICES. During such visits they shall be expected to redress any shortcomings in
the rendering of the SERVICES reported by COMPANY.

3.2.7 Dismissal of The CONTRACTOR's Personnel

In case of any misconduct, inefficiency or dereliction of duty on the part of the CONTRACTOR PERSONNEL
or if any of the CONTRACTOR's employees shall do anything that brings or is likely to bring COMPANY into
disrepute or contempt, COMPANY shall have the right to request the termination of the CONTRACTOR
PERSONNEL concerned. Upon the request of COMPANY, the CONTRACTOR shall nominate and provide a
suitable replacement acceptable to COMPANY within one month of the date of such request at the
CONTRACTOR's cost and expense. Payment by COMPANY in respect of the services of such CONTRACTOR
PERSONNEL so dismissed shall cease in accordance with COMPANY's notice in writing to the CONTRACTOR
to withdraw his staff. In the case of serious misconduct, COMPANY may terminate the CONTRACT and such
a termination shall be attributed to the fault of the CONTRACTOR.

3.2.8 Mobilisation and Demobilisation

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 The CONTRACTOR shall be responsible for arranging the mobilisation and demobilisation of his personnel
and equipment as required, including travelling arrangements and the necessary formalities connected
therewith such as passports, health certificates, visas, work permits and the like at his own expense.

3.2.9 Working Times

3.2.9.1 The CONTRACTOR shall make his personnel available at the COMPANY specified location/Site or at other
places connected with the work as required by COMPANY.

3.2.9.2 The CONTRACTOR PERSONNEL shall be required to observe COMPANY's hours of working relevant to the
type of service and shall work overtime if required by the work delivery targets/procedures. No payment
shall be made to CONTRACTOR for overtime work.

3.2.9.3 Without prejudice to the above, the CONTRACTOR PERSONNEL may be required to work to any schedule
and spend any period of time at any location as required by COMPANY. In the event that the
CONTRACTOR's PERSONNEL are unavailable for work, other than during agreed leave or medically certified
sick periods and the CONTRACTOR is unable to provide a substitute, COMPANY shall be entitled to deduct
the amount of money pro-rata for the period that such personnel are unavailable to COMPANY.

3.2.10 COMPANY’S Responsibility

Unless otherwise provided in this CONTRACT, COMPANY is not responsible for the CONTRACTOR
PERSONNEL nor the spouse or dependents of the CONTRACTOR PERSONNEL.

3.2.11 Accommodation
3.2.11.1 Unless otherwise provided in the CONTRACT, CONTRACTOR shall be responsible for accommodating the
personnel at the WORKSITE(s).

3.2.11.2 Where COMPANY requests the CONTRACTOR to provide services outside the WORKSITEs specified in the
CONTRACT, the COMPANY will reimburse the CONTRACTOR for the cost of accommodating the
CONTRACTOR PERSONNEL outside the work location, in line with the provisions of Article 5 below. Such
accommodations must be in line with COMPANY policy.

3.2.12 Air Transport

If the CONTRACTOR PERSONNEL have to travel by air within Nigeria at COMPANY's request in connection
with matters directly relating to this CONTRACT, the CONTRACTOR shall after consultations with
COMPANY, make all the necessary arrangements. COMPANY shall reimburse the cost on presentation of
relevant documents i.e. COMPANY's authorization and the used air tickets. However, where COMPANY's
own fixed wing or helicopter aircraft are available, the CONTRACTOR's PERSONNEL shall make use of
available seats, in preference to commercial flights, on COMPANY's account.

3.2.13 Land Transport

3.2.13.1 Unless otherwise provided for in this CONTRACT, COMPANY shall not be responsible for or reimburse
the cost of any land or rail transport and the CONTRACTOR shall make his own provisions and be responsible
in all respects.

3.2.13.2 Notwithstanding the provisions of 3.2.13.1, COMPANY may request CONTRACTOR to provide land
transport in support of specialised activities/scopes. In the event of such request by COMPANY, COMPANY
shall be responsible for reimbursing the CONTRACTOR for the specified land transport. The number, type
and size of the vehicles shall be agreed upon by the parties and COMPANY shall reimburse the CONTRACTOR
under Article 5 “Reimbursibles”.

3.2.13.3 Use of any such land transport provide in 3.2.13.2 above for services unconnected with this CONTRACT
shall be for the CONTRACTOR's account.

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3.2.13.4 Any vehicles provided by the CONTRACTOR under 3.2.13.2 above shall be available for COMPANY's use if
required. The CONTRACTOR's Insurance shall cover use of the vehicles by COMPANY personnel in this
eventuality.

3.2.13.5 COMPANY at its own discretion and option or on the CONTRACTOR's request may offer to assist or accept
to transport the CONTRACTOR PERSONNEL and equipment by road between a MAIN BASE and external
worksites or between worksites if it becomes evident in the opinion of COMPANY that the CONTRACTOR's
own transport is insufficient or inadequate to ensure the safe, efficient and speedy execution of the
services. COMPANY reserves the right to charge for such assistance.

3.2.14 Water Transport

Unless otherwise provided in the Scope Brief, COMPANY shall provide water transport for the
CONTRACTOR PERSONNEL and equipment in between worksites where required.

3.2.15 Transport Provided By COMPANY

If the CONTRACTOR's equipment, materials, and personnel are transported by any means of transport
operated on behalf of COMPANY or by COMPANY's chartered transport facilities, the CONTRACTOR shall
indemnify COMPANY for any loss or liability in respect of any injury to or death of his personnel and loss
or damage to his property, equipment or materials by reason of COMPANY providing or operating that
means of transport.

3.2.16 Leave
The CONTRACTOR PERSONNEL shall be entitled to leave periods including maternity leave as stipulated in
relevant Labour laws/regulations. CONTRACTOR shall duly inform COMPANY of the applicable leave
entitlement of each CONTRACTOR PERSONNEL at the commencement of the work.

3.2.17 Personal Protective Equipment (PPE)

CONTRACTOR shall provide adequate Personal Protective Equipment (PPE) for the CONTRACTOR
PERSONNEL working on COMPANY sites/offices as may be required. CONRACTOR shall ensure that the
COMPANY certifies/approved the PPE before deploying them to the CONTRACTOR PERSONNEL. PPEs,
excluding Safety Shoes (12 months), shall be replaced every 6 months.

Coveralls, hand gloves, boots, nose masks and ear protection used by one CONTRACTOR PERSONNEL
should not be allocated to/used by a different CONTRACTOR PERSONNEL.

The PPE shall include, but not limited to the following as may be applicable to the work site:
1. Coveralls
2. Safety Shoes/boots
3. Hard Hats
4. Hand Gloves
5. Nose Masks
6. Ear Protection
7. Eye Protection
8. Safety Vests

3.2.18 Work Tools/Equipment

CONTRACTOR shall provide the CONTRACTOR PERSONNEL with the necessary work tools, equipment,
computers/Laptops required for the performance of the services.
Any computer/Laptop provided shall meet the following minimum specs:
Processor – Core i5
RAM – 8 G

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 OS – Windows 10
Anti-Virus – McAfee, Norton, Symantec or other approved by COMPANY.

In the event that the COMPANY requires the CONTRACTOR PERSONNEL to use specific patented company
software, COMPANY may, at its discretion, provide a Desktop computer or a Laptop to the CONTRACTOR
PERSONNEL with the relevant COMPANY software included in the computer. Computers so provided by
the COMPANY shall be considered COMPANY PROVIDED ITEMS in line with the terms of the CONTRACT.

3.2.19 Administration of CONTRACTOR PERSONNEL

3.2.19.1 The CONTRACTOR shall be responsible for the administration of the CONTRACTOR PERSONNEL in respect
of leave, and rest period, and shall ensure that the welfare of the CONTRACTOR PERSONNEL is adequately
catered for.

3.2.19.2 The CONTRACTOR shall keep records of and shall be accountable for all materials supplied by COMPANY,
including but not limited to tools, equipment, consumables and safety wears/PPE, which are issued to the
CONTRACTOR PERSONNEL in connection with, or used by the CONTRACTOR PERSONNEL for the
performance of the services under this CONTRACT.

ARTICLE 3.3 – SCOPE SUMMARY FOR AD-HOC PMS SERVICES

Further to Article 3.1.2, the Scope summary of the Ad-Hoc services to be provided by CONTRACTOR including the
minimum acceptable qualification of CONTRACTOR PERSONNEL to be deployed for the Services are stated in
Appendix IV.1 below.

COMPANY reserves the right to reject any CONTRACTOR PERSONNEL deployed by CONTRACTOR that fails to meet
the minimum requirements or who in the sole opinion of the COMPANY does not have the requisite experience or
skills to perform the required service.

ARTICLE 4 - PROFESSIONAL CONSULTANCY SERVICES

4.1 GENERAL PROVISIONS

The CONTRACTOR shall provide Real Estate Professional Consultancy Services in the activity areas stated below. In
order to provide this scope, the CONTRACTOR shall engage the services of reputable Consultancy firms with the
requisite experience and capacity to provide the required services. The CONTRACTOR shall, as a minimum, execute
Memoranda of Understanding (MOUs) with the relevant Consultancy Firms. The MOUs/agreements must be
submitted to the COMPANY for acceptance/approval as a condition precedent under this CONTRACT.

4.2. SCOPE DETAILS / DELIVERABLES

The specific scope of work to be provided by CONTRACTOR shall be detailed in the Scope Brief issued by COMPANY
for the particular work. However, the general activities covered under each services type shall include but not
limited to the following:

4.2.1 Architectural Services

1. Acquire a thorough understanding of and assist in establishing and/or reviewing the
COMPANY needs and requirements for the project, including functional requirements,
amenities, environmental standards, IT strategy, security strategy and its application, life span

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 and levels of quality.
2. Acquire a thorough understanding of SHELL Design Strategy and how the requirements for the
integration of mandatory requirement and best practice from multiple disciplines will affect the
design.
3. Obtain the COMPANY brief and where information is provided in a verbal format confirm it in
writing. Develop the COMPANY brief into the Project Brief, fully identifying specific requirement
for use on the project.
4. The commercial aspect of the brief shall include space budget(s). sustainable buildings
framework and target balanced scorecard all contents of the Brief shall use terminology
established in SHELL Design Strategy. 'The brief shall also include overview of technology solutions
which will be employed in new site
5. Document the applicable requirements necessary for the various Project functions or operations,
such as those for existing and projected personnel, space, furniture, furnishing and equipment,
operating procedures, security criteria and communications relationships.
6. In conjunction with the Project Team, lead the other consultants in formulating the key
objectives and constraints contained within the COMPANY brief as reviewed against existing
documentation and site surveys. Once agreed ensure any subsequent proposals are related back
to the COMPANY and technical briefs, prior to cement as a formalized solution.
7. Develop the brief in consultation with the COMPANY, Project Team, and other consultants. The
brief shall include sustainable buildings framework and target balanced scorecard. All contents
of the Brief shall use terminology established in SHELL Design Strategy. The brief shall also include
overview of technology solutions which will be employed in new site
8. Outline the effects of any constraints or limitations of the site, discovered during the appraisal
stage; including existing (or foreseeable) structures, contaminants or physical site restrictions
which may affect the design options for the project. Collate comments from the other
consultants on appropriate solutions.
9. Where, following a review of both the site and historic information already provided for the
project, a shortfall of information is perceived to exist notify the COMPANY, accordingly,
recommending how the shortfall may be addressed.
I 0. With the services of consultants, obtain such information as is reasonably available from the
site investigations, documents on the existence and extent of services such as water, gas,
electricity, sewerage, and telecommunication services. Evaluate existing services against
program to ensure energy load, redundant service availability, water consumption, HVAC,
lighting, telecoms/data, acoustics, IT infrastructure security and lifting capacity can meet
anticipated demand. Comment to the COMPANY on any effect that these may have on the
project, both prior to and during construction and on completion, and advise on the need for
diversion works required.
11. Consider and document alternative outline approaches and initial recommendations on the
technical viability of the project. Present to and review with the COMPANY, Project Team, and
other consultants. Where required, provide the necessary detail to support a cost and program
assessment of all such alternative options.
12. Review, in conjunction with the COMPANY and Project Team, alternative approaches to
designing and carrying out the works.
13. Lead the other consultants and establish a recommended Concept Design solution, including
visual concept, treatment of circulation and quality of finishes and materials.
14. Develop general arrangement layouts, incorporating preliminary partition locations, ceilings
concept and generic furniture plans include the IT design for the workplace.
15. Compile a suitable Concept Design report, with input from other consultants, in order to gain
COMPANY approval for subsequent development.
16. Carry out such studies as may be necessary to determine the feasibility of design options fulfilling
the brief. Consider the concept option(s) against the COMPANY brief to confirm compliance.

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17. Provide information sufficiently detailed to allow the preparation of an initial cost plan and
programme.
18. Establish a procedure to ensure that the team receive copies of all relevant information relating
to the existing site and their design timeline.
19. Advise on the need for further investigation works and assist in the appointment of suitable
specialists to carry these out. Where relevant, manage and/or witness such investigations and
obtain or prepare an interpretive report of the findings with recommendations on action to be
taken.
20. Prepare the scheme design proposals, using sufficient preliminary information in relation to the
project from the other consultants, in the form of advice, sketch drawings, reports or outline
specifications.
21. Prepare studies to establish the design concept of the Project, indicating the types and quality of
finishes and material and furniture, furnishings, and equipment
22. Provide outline information sufficiently detailed to allow the preparation of an outline cost plan
and programme. therefore, provide the necessary input into the preparation of an indicative
procurement and construction programme.
23. Prepare and present a coordinated Scheme Design Report, in conjunction with the other
consultants to include:
• Design criteria and applicable regulations
• Spatial arrangements of all required spaces
• HVAC, electrical, plumbing and fire protection options.
• Life safety strategy
• Telecom/IT systems space evaluation and preliminary location s
• Stairways and exit corridor capacity dimensions
• Accessibility compliance review
• Security concept and control points

24. Develop the Scheme Design into Detailed Design development drawings and other documents to
fix and describe the size and character of the interior construction of the Project including special
design features to be incorporated within the Project.
25. Prepare such data and illustrations for furniture, furnishing, and equipment as may be
appropriate for the project, including specially designed items or elements, to indicate finished
appearance and functional operation.
26. Recommend and specify materials and finishes not otherwise specified for the project.
27. Develop the structural scheme for the Structural Systems, together with alternate schemes where
appropriate. Consider materials and systems suitable to the project requirements. Consider the
requirements of the other design professionals and provide the information relating to the System
they require.
28. Provide brief outline specifications for proposed materials.
29. Describe the Primary Structural System(s) detailing each significant component and material.
30. Explain in writing to the COMPAN Y all new construction materials or new techniques (where
required) proposed for use in the project and the alternatives, including the risks, advantages and
disadvantages over both the short and long term, so that the COMPANY can weigh the choices and
make an informed decision a s design proceeds further
31. Recommend to the COMPANY a Structural System. Review the effect of the selection on the
structural construction budget for the project.
32. Prepare a summary report which defines the Structural System selected for the project and outlines
the reasons for the selection.
33. Attend meetings with the COMPANY and Project team
34. Identify desired standards of quality and the effect of such standards on serviceability requirements
such as:
a. Deflection of s labs and beams and the effect of deflection on non-structural items such as

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 curtain walls and glazing
b. Control of potential vibration induced by footfall or machinery.
c. Lateral drift of the structure.
d. Crack control in concrete and masonry elements
e. Foundation settlement.
f. Soil-structure interaction.
g. Seismic deformation s (permanent) and movements.
35. Review reports by specialist consultants, such as geotechnical, dynamics or wind tunnel.
36. Prepare preliminary structural analysis and design calculations for typical Structural Elements of the
Structural System.
37. Prepare preliminary foundation drawing; based on recommendations by the geotechnical consultant,
EIA, and Littoral Studies.
38. Prepare preliminary framing design and drawings showing layouts of typical areas.
39. Prepare the outline Specifications for structural items, as required.
40. Coordinate structural design wi1h deflection and lateral movement criteria to meet the requirements
of the other design. and team participants.
41. Submit design development documentation for review and approval by the COMPANY.
42. Determine and specify in the contract documents which Structural Elements, such as connection
details and proprietary products, are to be designed by Specialist Structural Engineers. Specify the
type of element, its position within the structure and the method of connecting to the Structural
System. Specify the loads and design criteria for use by the Specialist Structural Engineer in his design:
43. Attend Periodic coordination meetings, as required.
44. Assist in establishing testing and inspection requirements.
45. Comply with fire resistance requirements as determined by the Coordinating Registered Professional or
specialist consultants.
46. Prepare structural calculations to support all structural designs. Structural calculations should be
prepared legibly and presentably and filed for record purposes. Hard copy of input and output of any
computer analysis should be included as well as description of the software used.
47. Prepare Structural Drawings and Notes with sufficient information as shall be agreed with project Team.
48. Prepare Specifications/bending schedules in a format suitable of inclusion with the overall Contract
Documents and sufficient information as agreed with COMPANY.
49. Support the COMPANY in obtaining required approvals, licenses and permits.
50. Prepare Letters of Assurance and documents required by the Authority having Jurisdictions.
51. Provide structural addenda and clarification of structural documents, as required.
52. Confirm communication channels and procedures.
53. Assist in confirming, reporting and scheduling procedures for testing and inspections.
54. Assist in confirming procedures for shop drawings and other Submittals.
55. Confirm that the qualifications of fabricators meet the Specifications.
56. If requested, advise, the COMPANY on the validity of charges for additions or deletions from the contract
and on the issue of change orders.
57. Review reports from the testing and inspection agencies to determine if the agency has verified
compliance of the reported item of work with structural
58. 42. Conduct substantial and total performance inspections of the structural components of the project
noting deficiencies observed and inspect completed corrections.
59. Submit, if required, Record Drawings to the authority Having Jurisdiction.
60. Review the shop drawings and other Submittals for conformance with the Contract Documents and the
intent of the design.
61. When required by the Contract Documents, confirm that the shop drawings bear the signature and seal
of the responsible Specialty Structural Engineer
62. Review shop drawings and other Submittals of pre-engineered or proprietary structural elements for
type, position, and connection to elements of the Primary Structural System and for criteria and loads
used for the design.
63. Visit the site at intervals appropriate to the stage of construction to observe the quality and the progress

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 of the construction of those elements designed by the vendor at the discretion of the Structural
Engineer, proprietary products, connections and other structural elements which have been designed
by Specialist Structural Engineers should be inspected by those other engineers at the appropriate stage
of construction and reported in writing to the Structural Engineer.
64. Prepare site visit reports outlining observations and deficiencies in the work and bring them to the
attention of the COMPANY’s site representative.
65. Conduct a final project review and advise the COMPANY of continuing or newly observed defects or
deficiencies in the project.

4.2.2 Quantity Surveying Services

Development of Cost Plans, BoQs and other related Quantity Surveying services in line with global standards with
fully qualified Quantity Surveyors registered with the NIQS.

1. Assess architectural and engineering plans, consider design preferences and evaluate the plans against
applicable regulations and standards and provide a cost estimate (on a line-by-line basis) for the project.
2. Prepare cost plans which provide a comparable estimate between the construction costs and project budget
while allowing a detailed trade by trade comparison to the builder’s estimates/quotes thereby highlighting
any areas of concern and/or potential areas of savings.
3. Lead cost studies by reviewing similar projects and providing cost comparisons which can help assess
appropriateness of material and labour charges by contractors, builders or tradesmen.
4. Evaluate the quantity and costs of materials required, the labour hours needed, the accuracy of progress
payments and facilitate timely delivery of projects.
5. Monitor and keep track of all payments, scrutinise associated costs, and ensure contractors, builders or
tradesmen conform to their quotations.
6. Conduct site inspections and hold discussions with key supervisors, contractors/builders and tradesmen.
Provide periodic updates and help in developing future plans for projects. Identify trades that are under-
performing and identify cost saving opportunities.
7. Monitor and control costs throughout the life of the building or construction project. Prepare a dynamic and
detailed trade-by-trade assessment of the contractor’s/builder’s progress claims to ensure progress payment
instalments are accurate.
8. Conduct on-site measurements of the site and building to ensure it conforms to the plans, scope of works and
building standards.
9. Provide support and specialist information during contract negotiations.
10. Provide support in preparation of contract documents to ensure costs, payment and technical specification
clauses are accurately and appropriately drafted.
11. Provide advice and support in developing and implementing the procurement and tendering strategy.
12. On completion of design and architectural / engineering drawings, prepare a Bill Of Quantities (BOQ) for issue
with the tender documents.
13. Carry out valuations of construction work against quotations and proposals submitted by contractors/builders
and trades. Conduct valuation exercise as may be required for insurance, taxation, regulatory obligations and
variation negotiations.
14. Undertake on-site assessments of the contractor’s/builder’s progress claims (i.e. monthly or staged payment
claims), including preparation of a detailed comparison report.
15. Develop a whole life cycle cost plan from inception, through to project completion and operation. Assess the
whole life cycle cost and ongoing feasibility of the project. Provide knowledge of the construction industry to
accurately prepare a depreciation schedule for taxation, insurance and other purposes.
16. Provide advice on contractual disputes through identification of contentious issues and options to resolve
them without additional expense and delay.

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17. At the end of the project, review the initial plans and designs and compare these against the invoices
submitted by the contractors/builders and trades. Consider any applicable variations, time delay penalties,
non-conformities, defects, etc. to understand the final account and effectively negotiate the amounts owing.
Prepare a final detailed BOQ to help negotiate with contractor/builders and trades the final payments owing
to them including assessment of all materials used and labour to prevent any overpayments to
contractors/builders and trades
18. Provide cost consultancy services required to control and manage the overall project budget.
19. Clarify the cost consultancy service elements of the project, the role of the cost manager and his relationship
with the lead and any other consultants or sub-contractors. Where clarification is discussed and/or agreed
verbally, confirm in writing to the Project Team.
20. Provide all information, such as cost models, cost estimates, cost plans, valuations, certificates etc.
21. Monitor the preparation of costs and presentation of cost studies to the COMPANY. Incorporate these costs
into a master cost plan for the COMPANY.
22. Advise the COMPANY of any alterations required to the master cost plan and budgets and obtain
authorization.
23. Arrange for the preparation, by the Project Team and other consultants, of capital cost studies associated with
alternative designs and materials as appropriate
24. Arrange for the preparation, b) the Project Team and other consultants, of whole life cost studies of alternative
design. and materials as appropriate.
25. Assist the COMPANY in establishing the COMPANY’s financial l and cash flow constraints.
26. Provide a management plan indicating the structure of the cost consultant’s project team and resources to be
committed at each stage of the project.
27. Operate a quality management system in respect of all activities required to perform the services and
communicate the principal features of that system to the other consultants
28. Establish the format and content required for cost information prior to preparation, or presentation in the
case of approvals.
29. Seek all necessary approvals and consents, providing sufficient and suitable cost information in order to do so.
30. Attend meetings called by the Project Team or COMPANY to progress any aspect of the commission
31. Attend regular design team meetings and provide advice, in collaboration with the Design Team Leader, on
the impact of design on the budget.
32. Provide the Project Team with a regular progress report, identifying the progress of the Cost Manager's
service. The detailed report shall be submitted in a format and time reasonably agreed with the Project Team
(but no less frequently than monthly).
33. Initiate and arrange meetings at agreed intervals (but no less frequently than monthly) to discuss the monthly
cost and progress reports with the Project Team and COMPANY.
34. Attend meetings with the COMPANY Site Representative and any sub-contractor as and when required.
35. Seek all necessary information / documentation relevant to the project from the COMPAN Y and any other
sources, including statutory authorities, public service utility providers and the other consultants where
necessary, in relation to the collation and management of cost information.
36. Prepare feasibility studies, cost estimates, cash-flow forecasts, and cost plans for the project in accordance
with the COMPANY’s requirements and regularly review the same with the other members of the team and
the COMPANY. Cost estimates, cash flow forecasts and cost plans are to be updated on a monthly basis unless
otherwise instructed.
37. Establish and agree with the Project Team an effective procedure for cost planning and control throughout
the project and operate the same. A running expenditure plan for the project shall be maintained and
operated; monitor anticipated and actual costs against the cash flow forecasts, cost estimate, cost plans
and/or any bills of quantities, priced specifications, and/or other pricing documents

Page | 53
38. Monitor actual expenditure against the cost plan for the project and provide early warning of any likely over-
spend; provide reasonable assistance to identify whether and how relevant costs can be brought within the
budget and to enable the cost plan to be updated.
39. Provide the necessary input to allow the design to be checked against the budget or cost plan and the
necessary updating to be carried out.
40. Advise on the cost of materials, equipment, and construction methods.
41. Continually monitor costs and expenditure throughout the course of the project and advise on possible cost
savings and economics, including the impact of design alternatives on Shell's ability to maximize their capital
allowances from the project.
42. Clearly identify in all cost estimates, plans and valuations the break down to show the cost splits.

4.2.3 Civil & Structural Services

1. Design and document all civil/structural design service. Duties will also include providing advice and input into
cost plans, advice on quality control and adherence to performance requirements during the contract
2. Attend, as required, periodic meetings with the COMPANY and design team to obtain the COMPANY's
instructions regarding the COMPANY’s functional, aesthetic, cost and scheduling requirements, to prepare a
preliminary design concept, and to report on the structural systems considering economy, performance,
capital cost, compatibility with other design elements and requirements of relevant codes and authorities.
3. Define the need for any specialist consultants who may be required for the project with respect to the
Structural System, such as geotechnical, material testing, vibration analysis and wind tunnel testing.
4. Make input into the development of the project schedule, including any milestone dates
5. Determine drawing standards and Specification’s format.
6. Establish dates by which information affecting the structural design will be needed from other disciplines, such
as electrical and mechanical
7. Establish criteria relating to the Structural System for the geotechnical consultant and other consultants as
required. Comment on reports presented.
8. Establish structural design criteria for the Structural System
9. Check applicable codes, regulations, and restrictions, insurance requirements and other factors affecting the
design of the project.
10. Establish, where appropriate, comparative information to be used in selection of a Structural System for the
project:
11. Develop the structural scheme for the Structural Systems, together with alternate schemes where
appropriate. Consider materials and systems suitable to the project requirements. Consider the requirements
of the other design professionals and provide the information relating to the System they require.
12. Provide brief outline specifications for proposed materials.
13. Describe the Primary Structural System(s) detailing each significant component and material.
14. Explain in writing to the COMPANY all new construction materials or new techniques (where required)
proposed for use in the project and the alternatives, including the risks, advantages and disadvantages over
both the short and long term, so that the COMPANY can weigh the choices and make an informed decision
design proceeds further
15. Recommend to the COMPANY a Structural System. Review the effect of the selection on the structural
construction budget for the project.
16. Prepare a summary report which defines the Structural System selected for the project and outlines the
reasons for the selection.
17. Attend meetings with the COMPANY and Project team
18. Identify desired standards of quality and the effect of such standards on serviceability requirements such as:

• Deflection of Slabs and beams and the effect of deflection on non-structural

items such as curtain walls and glazing

Page | 54
 • Control of potential vibration induced by footfall or machinery.
• Lateral drift of the structure.
• Crack control in concrete and masonry elements
• Foundation settlement.
• Soil-structure interaction.
• Seismic deformation s (permanent) and movements.
• Review reports by specialist consultants, such as geotechnical, dynamics or wind tunnel.
• Prepare preliminary structural analysis and design calculations for typical Structural Elements of
the Structural System.
19. Prepare preliminary foundation drawing; based on recommendations by the geotechnical consultant, EIA, and
Littoral Studies.
20. Prepare preliminary framing design and drawings showing layouts of typical areas.
21. Prepare the outline Specifications for structural items, as required.
22. Coordinate structural design with deflection and lateral movement criteria to meet the requirements of the
other design. and team participants.
23. Submit design development documentation for review and approval by the COMPANY.
24. Determine and specify in the contract documents which Structural Elements, such as connection details and
proprietary products, are to be designed by Specialist Structural Engineers. Specify the type of element, its
position within the structure and the method of connecting to the Structural System. Specify the loads and
design criteria for use by the Special Structural Engineer in his design:
25. Attend Periodic coordination meetings, as required.
26. Assist in establishing testing and inspection requirements.
27. Comply with fire resistance requirements as determined by the Coordinating Registered Professional or
specialist consultants.
28. Prepare structural calculations to support all structural designs. Structural calculations should be prepared
legibly and presentably and filed for record purposes. Hard copy of input and output of any computer analysis
should be included as well as description of the software used.
29. Prepare Structural Drawings and Notes with sufficient information as shall be agreed with project Team.
30. Prepare Specifications/bending schedules in a format suitable of inclusion with the overall Contract
Documents and sufficient information as agreed with COMPANY.
31. Support the COMPANY in obtaining required approvals, licenses and permits.
32. Prepare Letters of Assurance and documents required by the Authority having Jurisdictions.
33. Provide structural addenda and clarification of structural documents, as required.
34. Confirm communication channels and procedures.
35. Assist in confirming, reporting and scheduling procedures for testing and inspections.
36. Assist in confirming procedures for shop drawings and other Submittals.
37. Confirm that the qualifications of fabricators meet the Specifications.
38. If requested, advise, the COMPANY on the validity of charges for additions or deletions from the contract and
on the issue of change orders.
39. Review reports from the testing and inspection agencies to determine if the agency has verified compliance
of the reported item of work with structural.
40. Conduct substantial and total performance inspections of the structural components of the project noting
deficiencies observed and inspect completed corrections.
41. Submit, if required, Record Drawings to the authority having Jurisdiction.
42. Review the shop drawings and other Submittals for conformance with the Contract Documents and the intent
of the design.
43. When required by the Contract Documents, confirm that the shop drawings bear the signature and seal of the
responsible Specialist Structural Engineer

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44. Review shop drawings and other Submittals of pre-engineered or proprietary structural elements for type,
position, and connection to elements of the Primary Structural System and for criteria and loads used for the
design.
45. Visit the site at intervals appropriate to the stage of construction to observe the quality and the progress of
the construction of those elements designed by the vendor. at the discretion of the Structural Engineer,
proprietary products, connections and other structural elements which have been designed by Specialty
Structural Engineers should be inspected by those other engineers at the appropriate stage of construction
and reported in writing to the Structural Engineer.
46. Prepare site visit reports outlining observations and deficiencies in the work and bring them to the attention
of the COMPANY’s site representative.
47. Conduct a final project review and advise the COMPANY of continuing or newly observed defects or
deficiencies in the project.

4.2.4 Mechanical, Electrical & Plumbing

1. Design and document all building services systems (including Public Health). Duties will also include providing
advice and input into cost plans, advice on quality control and adherence to performance requirements during
the contract.
2. Clarify the mechanical, electrical, plumbing and HVAC engineering service elements of the project and the
relationship with the lead and any other consultants or sub-contractors. Where clarification is discussed
and/or agreed verbally, confirm in writing to the Project Team.
3. Liaise with the selected Power Supply Company, manage interfaces, and ensure compliance to cost, schedule
and standards.
4. Provide a management plan indicating the structure of the MEP Engineer's project team and the resources to
be committed at each stage of the project.
5. Operate a quality management system in respect of all activities required to perform the services and
communicate the principal features of that system to the other consultants and any sub-contractors.
6. Establish the format and content required for design information prior to preparation, particularly in the case
of approvals.
7. Provide advice and guidance in respect of LEED targets and provide regular progress updates. Prepare an
assessment and all the: necessary documentation to achieve: the agreed targets.
8. Provide initial recommendations about the Brief including feasibility and concept options, in a suitable format
such that cost and programme implications may be considered.
9. Comment to the lead designer on any restrictions the brief may impose on the proposals for the Project and
advise appropriate solutions.
10. Develop building services and public health engineering scheme design from approved outline proposals in
accordance with the project brief and cost plan incorporating amendments requested by the COMPANY.
11. Provide design and cost information to, discuss options with, and incorporate input from other participants in
the Design Process
12. Assess and prepare schedules of lighting, power, heating, and cooling loads.
13. Liaise with the COMPANY IT and AV department/advisors to identify any building services design requirements
associated with the IT and AV installations. Incorporate any such requirements into the scheme design.
14. Provide input into the draft fire strategy covering the smoke/ fire detection, fire alarm, sprinkler, and other
Life safety Systems
15. Provide sufficient preliminary information in relation to the project in the form of advice, sketch drawings,
reports and/ or outline specifications to enable the lead designer to prepare outline proposals and for
presentation of the above information in a scheme design report

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16. Provide outline information of sufficient detail to allow the preparation of an outline cost plan and programme.
Thereafter provide input as necessary into the preparation of an indicative procurement and construction
programme.
17. Participate in finalizing a procurement strategy (where relevant).
18. Provide the necessary input to the lead designer in order to compile a detailed design programme fully
addressing all necessary deliverables and approvals.
19. ln collaboration with the Lead and other Consultants, develop the agreed outline proposals through to detailed
design
20. Design within the footprint of the building developed by the Architect.
21. Provide by way of sketch drawings or schedules the structural and spatial requirements for the engineering
services showing locations and approximate sizes of plant rooms, major items of plant, major ducts and service
runs and provide the approximate weight of any item affecting the structural design.
22. Collaborate with the lead designer and other consultants to prepare detailed proposals for presentation to the
COMPANY. Identify any significant differences from the previously agreed requirements for the Project and
seek documented COMPANY approval for any necessary changes to the previously agreed scheme. Advise on
the effects of any proposed change on the design and/or buildability of the project.
23. Participate in the definition of any trade packages and the proposed form and content of tender information
for each trade contract.
24. Prepare and issue Design Guideline, for use by the project design team and any subsequently identified party
such as a tenant, end user or retail concession 1hat may operate within the area.
25. Develop the detailed proposals in collaboration with the lead and other consultants to enable the team to
prepare final proposals.
26. Assist the lead designer in coordinating the design of the project into the overall design. Assist in the co-
ordination of structural requirements for the engineering services.
27. Collaborate with the lead designer and other consultants to prepare the final proposals for presentation to
the COMPANY. Identify any significant differences from the previously agreed design and seek documented
COMPANY approval for any necessary changes. Advise on the effects of a proposed change on the design of
the project
28. Integrate into the design of the Project any requirements of specialist consultant and/or sub-contractors.
29. Prepare sufficiently detailed design drawings and specifications: for the purposes of inviting tenders from sub-
contractors. In all cases, such documentation should be fully coordinated with the equivalent documentation
provided by other consultants and/ or specialist consultants.
30. Ultimately the design stages should produce such detail that will include service installation, including but not
limited to the following:
• Comprehensive design specifications for all building services systems
• Co-ordinated scaled layout drawings showing the mutes and sizes of all ducts, pipes, cables,
conduits etc.
• Co-ordination drawings showing the relationship of all engineering and public health services to
structural, IT/telephony and architectural elements
• System schematics with design and performance standards for commissioning.
• A fully detailed cause and effect matrix for the smoke detection, fire alarm, sprinkler, and other life
safety systems
• A fully detailed control philosophy for all plant and equipment and a comprehensive schedule of all
control elements.
• Reflected ceiling plans and wall elevations with fully dimensioned details for setting out services
and equipment
• Builders works drawings setting out holes and penetrations through floors and walls and detailed
requirements for any plant bases (including vibration isolation requirements)

Page | 57
 • Comprehensive schedules of all items of plant and equipment including {but not limited to) AHU:s,
dampers, grilles, diffusers, valves, measuring stations, pumps, distribution boards, socket outlets,
cables, control panels, switch points, sensors, sounders etc.
• Comprehensive specifications of components, materials, and workmanship
• Detailed requirements for testing and commissioning of all building services and public health
elements including details of tests, their sequence and the results required.
31. Co-ordinate production of information with all other participants including document control, IT/CAD
protocols and drawing formats.
32. Prepare comprehensive description of sprinkler, smoke detection, fire alarm and other fire-fighting systems
and provide input to fire safety strategy document.
33. Take active participation in preparing a strategy for testing, commissioning, and handover. Secure the
operating and maintenance manuals prior to Practical Completion.
34. Prepare sufficiently detailed specification documentation for the works.
35. Provide copies of design information to assist in the assembly of the tender documentation. Prepare and
provide the necessary input into the Invitation to Tender documentation.
36. Participate in the preparation of contract conditions about any requirements that might be included to reflect
the technical content or specific site conditions relating to the project.
37. Provide information to assist in the preparation of pricing documents by other consultants.
38. Participate in preparing a list of tenderers for main contract, or where relevant, each trade package and any
prequalification interviews
39. Participate in negotiations with tenderers where relevant.
40. Revise production information to adjust tender sum or to obtain new tenders within the project budget.

4.2.5 Valuation, Advisory, Brokerage & other Professional Services

This Scope shall generally comprise of the following:
A. Real Estate Advisory Services
B. Brokerage Services
C. Valuation & other Professional Services

A. Real Estate (RE) Advisory Services

Real estate advisory services include, but are not limited to:
• Development and regeneration consulting – consulting advice on unlocking Brownfield sites for
maximum alternative value, site appraisals, financial modelling, option and viability appraisals,
development strategies (including support for developer selection), advice regarding joint ventures
and partnerships, portfolio solutions. Related advice on finance and funding including leveraging
public sector participation where relevant;
Supporting highest and best alternative use value studies across a wide-ranging asset and
geographical base;

• Portfolio Planning, analysis and / or site Optimisation. A demonstrable experience of portfolio

analysis, opportunity and risk identification, action planning and support in delivery is required. A
methodology to evaluate lease ‘re-gear’ opportunities across the portfolio.

• Corporate Finance services – support (regulated or otherwise) blending RE advice and investment
banking / corporate finance. An ability to support reviews on optimising the efficiency of capital
tied up on owned assets, devising structures to release value from surplus or operational assets,
support and input into reviewing tax efficient structures for transactions, securitisation etc.

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 • Research services – access to research teams and research publications for the Nigerian RE market
or asset class reviews, macro and micro economic indicators etc.

• Site selection – Including support for travel studies, macro and micro selection considerations,
labour and mobility studies, due diligence and technical advice and financial modelling where
appropriate.

• ‘Town Planning’ services to include planning applications, compulsory purchase; support for
planning, conservation and listed / historical building advice, leveraging revisions in local plans to
the benefit of Shell sites.

B. Brokerage Services
Brokerage includes transactional work including lease and freehold acquisitions and lease and freehold
disposals across Nigeria.

Acquisition:
Support in requirement definition; market research, identification of suitable properties, presentation of
long and short lists, options analysis (financial and operational), agreement on negotiation strategies,
agreement of terms, legal instruction through to completion. Assist SPDC in doing a thorough due diligence
related to background of seller, ownership of land, proposed sale methodology and facilitate in soil,
environment assessment. · To negotiate best terms and conditions that are favourable to Shell · To work
with NGRE and Legal to successfully close the Heads of Terms, agreements and contracts ·

Disposal:
Support in requirement definition, development of strategy, undertaking marketing, selection of occupier
/ purchaser, agreement of terms, provision of financial profile for transaction, legal instruction through to
completion.

C. Valuations and other Professional Services

1. Provision of either capital or rental valuations supporting either acquisitions, disposals, mortgage
valuations, statutory accounting etc.
2. Supporting advice on all aspects of compulsory purchase and compensation and valuations for tax
purposes, such as capital gains tax, stamp duty etc.
3. Highest alternative use valuations (as referenced under ‘Consultancy’ above).
4. Lease restructuring and lease audits together will advise on all relevant landlord and tenant issues.
5. Compulsory purchase advice as and when required and advice regarding building condition surveys and
management of dilapidation issues and any other related matter.

D. General Requirements

The following general requirements shall apply to this scope:

TYPE OF VALUE

Market value as defined by the RICS Valuation – Global Standards 2017.

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 APPLICABLE STANDARDS

Valuations should be carried out by a RICS/NIEVS registered surveyor. RICS Valuation- Global Standards
2017 shall be the governing standard

VALUATION APPROACHES:

The CONTRACTOR shall choose the appropriate valuation approach to develop the market value for each
of the property/Asset. This could be one or a combination of several approaches with appropriate
weightages, in accordance with RICS standards.

ANTICIPATED ACTVITIES

Site visit:

The CONTRACTOR, shall undertake site visits as may be required.

Due Diligences:
The CONTRACTOR shall carry out his independent due diligences on the titles, encumbrances, current
zoning for land use etc, and consider the same in the valuations. Any structural and geotechnical due
diligences for landed property are excluded from this scope of work. Any topographic survey of the
property if needed will be arranged by SNEPCo.
Engagement Notice (Terms of Engagement)
The CONTRACTOR shall issue an Engagement Notice in line with RICS Standards 2017as part of his proposal
to undertake this scope of work. The engagement notice shall qualify any deviation to the standards as
proposed by the Surveyor, including conflicts of interest if any, qualifications of the surveyors, approach
to approach, date of issue of Appraisal Report, fee, payment terms etc.

ARTICLE 6 - REIMBURSIBLES
Where COMPANY requests the CONTRACTOR to engage certain Consultants not included in the scope of this
CONTRACT, or directs contractor to make certain payments or procurement which are not covered under the Rates
and Prices in this CONTRACT, the COMPANY shall reimburse the CONTRACTOR for such costs at Cost plus a mark-
up. The CONTRACTOR shall provide receipted documentation of such costs and the instruction of COMPANY
authorising the commitment/expenditure as attachments to the invoice.

The mark-up element of the cost is as stated in the Schedule of Prices.

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 APPENDIX IV.1 - SCOPE SUMMARY FOR AD-HOC PMS SERVICES

MINIMUM REQUIRED QUALIFICATION/

SN SERVICE DESCRIPTION
MINIMUM SERVICE DELIVERABLES EXPERIENCE FOR SERVICE PROVIDER

1 PROJECT ARCHITECTURAL SUPPORT

Assist in establishing /collating the design brief. Min. 5years, Min HND Architecture +
Assist in documenting the applicable architectural requirements Experience in AutoCad
Basic Architectural/
1.1 Support the development of concept / scheme designs, general
Draughting Services
arrangement layouts, feasibility options, design reports, site
construction monitoring, draughting services.

>10years, MSc in Architecture + ARCON Regd

Project Architectural
1.2 Same as (1.1) above including services required to deliver all
Support Services
architectural input for project.

Architectural Same as (1.2) above including services required to deliver all >15 years, MSc in Architecture + ARCON Regd
1.3 Supervisory/ co- architectural input for project including interface management..
ordination Services

Auto CAD Assist in preparation of 2D and 3D AutoCAD designs. minimum 3 years, Minimum HND in
1.4
Admin/Support Services Architecture + Experience in AutoCad

2 ELECTRICAL/ INSTRUMENTATION CONTROL (ICE) ENGINEERING SERVICES

Documentation of all existing electrical systems. Provision of design • Min. National Diploma in Electrical
and cost information for building electrical systems, advice on quality Electronics Engineering, Trade Test or
Electrical Technical control, procurement strategy and adherence to performance Equivalent.
2.1
Support Services requirements during the construction. • Must have an experience in Real Estate
projects with minimum 3 years hands on
experience.

As in (2.1) above including specifications of components, materials • A professionally qualified Electrical Engineer
and workmanship, contract strategies, execution strategies etc. (Min B.Eng /HND or equivalent) with
Mid-Level Electrical
minimum 5 years’ experience in Real Estate
2.1 Engineering Support
projects.
Services
• Excellent and up-to-date knowledge of
electrical engineering designs.

As in (2.2) above including operation of a quality management • A professionally qualified Electrical Engineer
system in respect of all activities required to perform the services (Min B.Eng /HND or equivalent) with
and communicate the principal features of that system to others. minimum 10 years’ experience in Real Estate
Project Electrical
2.3 projects.
Engineering Services
• Excellent and up-to-date knowledge of
electrical engineering designs and working in
a project environment

As in (2.3) above including interface management. • A professionally qualified Electrical Engineer

Electrical Engineering (Min B.Eng /HND or equivalent) with
2.4 Supervisory/ co- minimum 15 years’ experience in Real Estate
ordination Services projects spanning Project management and
engineering +COREN+ Experience in BMS

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 61

 • Excellent and up-to-date knowledge of
electrical engineering designs and working in
a project environment.
- Provide PAT testing service to electrical appliances, sockets, - Degree or near equivalent qualification
extension boxes, power leads etc. and generate PAT Testing in Electrical Engineering with minimum 5
reports in assigned locations as scheduled. years working experience in the oil and
- Work with all allocated customer sites and identify defective gas industry including testing and
potentially harmful appliances which could cause fire and injury inspection of Electrical tools and
to users, paste fail stickers, and inform the site appliances.
manager/supervisor prior to leaving the premises. - Conversant with Company and IEC
- When required, work alongside trainees and subcontractors to Electrical Standards.
ensure that they work efficiently on each job and deliver - Excellent inter-personal and leadership
satisfactory results on agreed contracts to agreed timescales. skills with good communications skills
2.5 PAT Testing Services - Guide customers on proper use of Electrical appliances, report (i.e. technical report writing and
any anomalies observed during testing and inspection and presentation) are essential.
follow up till closeout. - Team player, acting as a champion to
- Carry out integrity checks on the Low Voltage electrical systems break new grounds, self-motivated,
like, Low Voltage switchboards, Distribution feeder pillars starter.
- Ability to deliver results in a timely
To carry out compliance checks on Portable and small power
manner and under minimal supervision.
electrical appliances in the offices and residential areas and
determine suitability or otherwise for connection to Shell Power
System.

3 MECHANICAL ENGINEERING SERVICES

Documentation of all existing mechanical systems. Provision of • Min. National Diploma in Mechanical
design and cost information for building mechanical systems, advice Engineering, Trade Test or Equivalent.
Mechanical Technical
3.1 on quality control, procurement strategy and adherence to • Must have an experience in Real Estate
Support Services
performance requirements during the construction. projects with minimum 3 years hands on
experience.

As in (3.1) above including specifications of components, materials • A professionally qualified mechanical

and workmanship, contract strategies, execution strategies etc. Engineer (Min B.Eng /HND or equivalent) with
Mid-Level Mechanical
minimum 5 years’ experience in Real Estate
3.2 Engineering Support
projects.
Services
• Excellent and up-to-date knowledge of
mechanical engineering designs.

As in (3.2) above including operation of a quality management • A professionally qualified mechanical

system in respect of all activities required to perform the services Engineer (Min B.Eng /HND or equivalent) with
and communicate the principal features of that system to others. minimum 10 years’ experience in Real Estate
Project Mech
3.3 projects.
Engineering Services
• Excellent and up-to-date knowledge of
mechanical engineering designs and working
in a project environment

As in (3.3) above including interface management. • A professionally qualified mechanical

Engineer (Min B.Eng /HND or equivalent) with
minimum 15 years’ experience in Real Estate
Mech Engineering
projects spanning Project management and
3.4 Supervisory/ co-
engineering +COREN+ Experience in BMS
ordination Services
• Excellent and up-to-date knowledge of
mechanical engineering designs and working
in a project environment.

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 62


- Raise SAP Z1 and Z6 notification and follow up to closeout.
- Make field inspection to determine appropriate scope of work
for each maintenance project.
- Develop work pack for maintenance projects with necessary
information to allow efficient scheduling, assignment and
execution of maintenance work.
- Create, use and maintain technical files to include information in
MIE/CMMS Work current work pack and to anticipate and avoid job delays.
3.5 - Evaluate work pack feedback to improve future work.
Preparation services.
- Keep up to date with safety rules and regulations.
- Utilize SAP/ Plannon and other computer application to support
the maintenance projects.
Provide technical support as required to projects and Maintenance
Personnel
- Fully understand Work Preparation, Scheduling & Execution
(WPSE) process and standards particularly with scheduling and
attend discussion boards’ forums which facilitate networking
opportunities and best practice.
- Engage the Department Work Preparers and IAP planners for
Resource Management and Job Scheduling.
- Understand the progress to date and be conversant with the
MIE/CMMS Scheduling
3.6 associated Dashboard Measures as well as competent in
Service navigation of TR (Total Reliability) Dashboard.
- Support improvement in work preparation and scheduling &
also participate in the continuous improvement process.
- Be the custodian of WPSE Scheduling process.
Run and facilitate Notification, YTT, Scheduling and Planning
meetings and issue reports.
- Own and manage the AMS and MIE process to ensure asset
maintenance projects are completed to company standard. MIE
(Maintenance Integrity and Execution), AMS (Asset
Management System).
- Understand the CMMS systems applications thoroughly and
train work preparers, schedulers, work executors and all other
MIE stakeholders to ensure competence and continuous
improvement.
- Understand the interfaces and liaise with maintenance discipline
MIE/CMMS Coordination
3.7 to ensure systems are working as expected and data is up to
Service date.
- Coordinate internal MIE/ CMMS reviews and external audits.
- Analyse Dashboard Measures, FSR and other metrices to drive
the function towards best-in-class.
- Recommend resources (personnel, skill and tools etc) for MIE
practice for best-in-class outcomes.
Ensure completeness of Asset Registers and MOC recommendations
are followed through.
4 CIVIL/STRUCTURAL ENGINEERING SERVICES
Documentation of all existing civil/structural systems, Site
supervision services and CAD drafting . Provision of design and cost
Civil Technical Support
4.1 information for building Foundation & superstructure civil &
Services
structural systems, advice on quality control, procurement strategy
and adherence to performance requirements during the construction
CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS
- Degree or near equivalent qualification
in Engineering or Sciences with minimum
5 years working experience in the oil and
gas industry including maintenance work
execution and SAP application.
- Conversant with Company Maintenance
Standards and CMMS (SAP and Plannon).
- Excellent inter-personal and leadership
skills with good communications skills
(i.e. technical report writing and
presentation) are essential.
- Team player, acting as a champion to
break new grounds, self-motivated,
starter.
- Ability to deliver results in a timely
manner and under minimal supervision.
- Degree or near equivalent qualification
in Engineering or Sciences with minimum
7 years working experience in the oil and
gas industry including maintenance work
execution and SAP application.
- Conversant with Company Maintenance
Standards and CMMS (SAP and Plannon).
- Excellent inter-personal and leadership
skills with good communications skills
(i.e. technical report writing and
presentation) are essential.
- Team player, ability coordinate
meetings.
- Ability to deliver results in a timely
manner and under minimal supervision.
- Degree or near equivalent qualification
in Engineering or Sciences with minimum
10 years working experience in the oil
and gas industry including maintenance
work execution.
- Conversant with Company Maintenance
Standards and CMMS (SAP and Plannon).
- Ability to analyse complex data.
- Excellent inter-personal and leadership
skills with good communications skills
(i.e. technical report writing and
presentation) are essential.
- Team player, acting as a champion to
break new grounds, self-motivated,
starter.
- Ability to deliver results in a timely
manner and under minimal supervision.
• Min. National Diploma in Civil Engineering,
Trade Test or Equivalent. Experience in
AUTOCAD is an added advantate
63
 • Must have an experience in Real Estate
projects with minimum 3 years hands on
experience.

As in (4.1) above including specifications of components, materials • A professionally qualified civil or structural
and workmanship, Integrity Assessment and Design capability in line Engineer (Min B.Eng /HND or equivalent) with
Mid-Level Civil/Structural with relevant codes and specifications., contract strategies, execution minimum 5 years’ experience in Real Estate
4.2 Engineering Support strategies etc. projects. Experience in AUTOCAD and
Services STAADPro.
• Excellent and up-to-date knowledge of
civil/structural engineering designs.

As in (4.2) above including operation of a quality management • A professionally qualified civil or structural
system in respect of all activities required to perform the services Engineer (Min B.Eng /HND or equivalent) with
and communicate the principal features of that system to others. minimum 10 years’ experience in Real Estate
projects. Experience in AUTOCAD and
Project civil/Structural
4.3 STAADPro
Engineering Services
COREN Registered Engineer
• Excellent and up-to-date knowledge of
civil/structural engineering designs and
working in a project environment

As in (4.3) above including interface management. • A professionally qualified civil or structural

Engineer (Min B.Eng /HND or equivalent) with
minimum 15 years’ experience in Real Estate
Civil/Structural projects spanning Project management and
4.4 Engineering Supervisory/ engineering +COREN+ Experience in
co-ordination Services Experience in AUTOCAD, STAADPro & BMS
• Excellent and up-to-date knowledge of
civil/structural engineering designs and
working in a project environment.

5 PROJECT ENGINEERING SERVICES

Assist and advise the Projects Lead Planning Engineer on Project Bachelor’s degree in Engineering or
controls and Business management Computing relevant to discipline with
Prepare and monitor spreadsheets to control budget and AFE minimum 4 years working experience in
expenditures. Projects planning in Real Estates Projects.

Assist in the preparation of annual budgets and works with the finance Should have experience in the use of
group to expedite payments, assist in cash call information and computer programs (e.g. PRIMAVERA),
monitor AFE status applicable to the control of resources and
activity durations on construction project.
Project Planning/Project
5.1 Must have performed Business Planning
Control Services
activities on at least 3 Real Estate projects or
operations with combined total value of
approximately $5MM
Must be knowledgeable in the use of standard
software programs used in developing bar
chart, CPM network, S-Curve schedule,
manpower histogram etc.

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 64

 Program Management and Coordination of multiple Projects. Bachelor’s degree in Engineering OR
Assists/ advise the project manager in relation to schedule and project Computing with a minimum of 10 years
controls. working experience in project controls across
all aspects of projects, including design,
Preparation of reports and presentations related to project schedules,
construction, procurement, construction and
including status reports
installation.
(a) Assistance with preparation of cost estimates
(b) Review and analysis of project control data to predict possible At least 8 years working experience related
problems, particularly in schedule slippage and cost overruns. to Real Estate Projects
Demonstrated proficiency in computer skills,
Planning/Project Control including producing and maintaining
5.2 Supervisory/ co- resource loaded schedules using commercial
ordination Services packages such as PRIMAVERA, Microsoft
project and all Microsoft office products.
Must be skilled in the use of standard software
programs used in developing bar chart, CPM
network, S-Curve schedule, manpower
histogram etc.
Perform Business Planning activities on at
least 4 Real Estate projects with combined
total value of approximately $8MM within
the last 8 years.

Planning, management and coordinating of all activities in smaller non- Bachelor’s Degree in Engineering
complex Projects from conception through to commissioning. 3 - 6 years of related experience in
Project Supervision and coordinate site activities of construction engineering and project management
contractor. activities.
1st level Project Coordination and compilation of bid and procurement 3 years working experience in real estate,
5.3
Engineering Services engineering or oil/gas projects
Broad knowledge of facilities and project
management
Demonstrated experience working on at least
3 projects of at least $5 MM total

Advanced Level Project
5.4
Engineering Services
Project Supervisory/ co-
5.5
ordination Services
Planning, management and coordinating of all activities in small to Bachelor’s Degree in Engineering (or other
medium seized Real Estate Projects from conception through to COREN approved engineering qualification, as
commissioning. appropriate)
Project Supervision and coordinate site activities of construction Registered Professional Engineer
contractor. 6 - 10 years of related experience in
Coordination and compilation of bid and procurement packages for engineering and project management
projects activities with at least 5 years in Real Estate
construction.
- Bachelor’s Degree in Engineering (or
Planning management and coordination of all activities in a project
other COREN approved engineering
lifecycle, including detailed design, project management, control and qualification, as appropriate)
execution of design projects, construction, installation and - Registered Professional Engineer with
commissioning. PMP certification or equivalent.
- 10 - 15 years of experience with at least 8
Supervision of engineers and technical personnel on the project, as years in design and construction of Real
well as maintaining close liaison with COMPANY representatives and Estate facilities.

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 65

 government agencies, and coordinate activities between - Thorough knowledge of all aspects of
project management including scope,
engineering, procurement, construction and operations, including
resource, cost, quality, communications,
both company and construction contractor. risk and procurement management.
- Demonstrated experience as Project
Ensure that: Engineer at least 2 Real Estate projects of
at least $1MM total value
Projects are performed in accordance with the terms and conditions
in the relevant contract documents.

Adequate guidance and leadership are provided to the

design/construction and planning personnel in the development of
the project plan.

Reports on the administration of all aspects of the projects are

prepared on time and correctly.

Progress schedules are routinely reviewed with company and

updated as necessary.

Cost and schedule control are maintained for the projects by

reviewing actual cost and accomplishments compared to the budget
and project plans and instituting remedial measures when required
- Bachelor’s degree in Engineering (or other
Ensure:
COREN approved engineering
- Projects are performed in accordance with the terms and qualification, as appropriate)
conditions in the relevant contract documents. - Registered Professional Engineer with
- Cost and schedule control are maintained for the projects by PMP certification or equivalent.
reviewing actual cost and accomplishments compared to the
Minimum 15 years working experience with
budget and project plans and instituting remedial measures
when required at least 10 years in Real Estate Construction
- Projects are executed to highest quality with a minimum of 5 years as Project
- Projects compliance to Nigerian Content Act Manager. Practical knowledge of all aspects
- Projects are executed in line with relevant design codes and of project management including scope,
Project Management standards, oil and gas industry design resource, cost, quality, communications, risk
5.6
Services - Seamless interface management throughout the life of the and procurement management.
project
- Adequate guidance and leadership are provided to the
design/construction and planning personnel in the development
of the project plan
- Reports on the administration of all aspects of the projects are
prepared on time and correctly and also that progress schedules
are routinely reviewed with company and updated as necessary.
- Organizational structure required to accomplish the assigned
projects efficiently and in accordance with approved plans and
schedules.

6 COST ENGINEERING/QS SERVICES

Coordinate cost estimating activity and input from various disciplines Bachelor’s degree in Engineering, Science or
and departments numerate discipline.
Compiles, checks and benchmarks cost estimation data Minimum of 6 years of related experience. 5
Project Cost Engineering
6.1 Estimate the project cost based on Bill of materials, labour cost, and years working experience in the cost control
Services
project specification to express the most representatives cost and estimating of Real Estate projects.
estimate Demonstrated proficiency in computer skills,
including all Microsoft software.

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 66

 Collect and update market price data of materials, equipment, and
manpower to be used in the cost estimate

Analyze Project cost estimate of the project based on economic

parameters
Perform sensitivity analysis on the estimates and cash flow forecasts
to determine cash requirements and potential problem areas and
corrective action to be taken.

Develop Cost Plans, BoQs and other related Quantity Surveying At least an OND or equivalent in Quantity
services in line with global standards for less complex projects. Surveying, with a minimum of 3 years’
1st Level Quantity experience of which at least 2 years shall be in
6.2 Provide quantity surveying services for projects in line with established
surveying Services Real Estate construction.
standards and as detailed in the contract.

Same as (6.2) above, but for complex projects, including supervision A university degree or HND in Quantity
and coordination. Surveying, with a minimum of 6 years’
experience of which at least 4 years shall be in
Real Estate construction.
Project Quantity
6.3
Surveying Services
Must be a member of the Nigerian Institute of
Quantity Surveyors

7 LAND SURVEY SERVICES

Plan and conduct surveys (topographic, bathymetric, hydrographic, A university degree or HND in Land Surveying
benchmarks establishment, property/right-of-way, building setting- or related discipline, with a minimum of 5
years’ experience.
out, installation tolerance and accuracy etc., submission of reports,
logs and drawings/ maps, including scope development, task Must be a registered member of the Nigerian
Institution of Surveyors (MNIS).
Project Land Surveying schedule and compensation to vendors, contract strategies,
7.1 execution strategies etc.
Services

Operation of a quality management system in respect of all activities

required to perform the services and communicate the principal
features of that system to others.

8 PROJECT ADMINISTRATION SERVICES

- Provision of Document Conversion (Scanning) Services. - Minimum OND (or equivalent).
- Provide guidance and assistance to customers to access - A minimum of 2 - 4 years’ experience in
technical documents on the network. office administration.
- Deliver project document control against project procedures for - Working knowledge of and MsExcel.
internal and external design and vendor documents, and project - Good networking skills to effectively
correspondence. interact with other team members.
- Comply with the COMPANY’s Records Management for
Controlled and not-Controlled documents.
Document Control
8.1 - Undertake project filing, archiving and handover preparation.
services - Maintain paper and electronic document flow within project
team, and from / to contractors or vendors.
- Support the use of document “team working areas” for
uncontrolled documents and sharing.
- Prepare document performance reports (status, progress and
forecast).
- Support the external document control contractors (e.g. bulk
loading, document reclassification, etc.).

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 67

 - Maintain the project reference data libraries for each data-
oriented application.
- Collect and validate data from the execution contractors and / or
internal Capital Project stakeholders into a central data
repository.
- Assist with the preparation of data handover to Commissioning
and to Operations, or handover to next project phase.
- Assist with the preparation and issue of the data performance
reports.

- Coordinate all activities in document control office. - B.Sc./HND. (or equivalent).

- Undertaking data control activities across a number of Projects - A minimum of 4- 6 years Information
which may be at various stages. Management experience in project
- Ensuring that various disciplines on the Capital Project follow engineering/construction.
documentation specifications and the standards. - Conversant with basic project
- Control the issue and receipt of the standard documents and management and planning tools like MS
procedures to authorized holders. Project and good knowledge of
- Distribute approved documents and revisions in hard copy document control and document
according to standard distribution lists, copy and scan management systems as well as in using
documents as required. (at least some of) project reporting
- Evaluate document quality and progress engineering review and software such as Crystal, Business
approval. Objects, MS Access, and Excel (desirable).
- Maintain a database of standard document and procedure - Good networking skills to effectively
holders and associated revision status. interact with other team members.
- Provide and maintain a cross referenced database on all project - Be able to work in a multi-cultural team.
documents to facilitate easy recovery. - Conversant with Records Management
- Controlled issuing of non-networked DVDs or Portable Hard principles and implementation methods.
Drive to those with the right to receive such.
- Reproduction of key engineering documents onto DVD OR
PORTABLE HARD DRIVE for controlled issue to COMPANY’s staff
and contractors.
- Provision of Document Conversion (Scanning) Services.
- Manage COMPANY’s Document Control Procedures as the
technical and physical custodian.
- Develop and maintain Web Page as a controlled environment for
Document Control the management of all Projects electronic documents and
8.2
Supervisory services dissemination of other necessary project information to the
right audience.
- Provide guidance and assistance to customers to access
technical documents on the network.
- Liaise effectively with the IT Portfolio to facilitate meaningful
deployment of IT services in Projects.
- Deliver project document control against project procedures for
internal and external design and vendor documents, and project
correspondence.
- Comply with the COMPANY’s Records Management for
Controlled and not-Controlled documents.
- Undertake project filing, archiving and handover preparation.
- Maintain paper and electronic document flow within project
team, and from / to contractors or vendors.
- Support the use of document “team working areas” for
uncontrolled documents and sharing.
- Maintain the Document Control Systems and Electronic
Document Management System (EDMS).
- Prepare document performance reports (status, progress and
forecast).
- Support the external document control contractors (e.g. bulk
loading, document reclassification, etc.).
- Assist in the delivery of the project data control work
instructions covering data validation and handover to
Operations, based on the COMPANY’s specific data control
delivery procedure.

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 68

 - Maintain the project reference data libraries for each data-
oriented application.
- Collect and validate data from the execution contractors and / or
internal Capital Project stakeholders into a central data
repository.
- Assist with the preparation of data handover to Commissioning
and to Operations, or handover to next project phase.
- Assist with the preparation and issue of the data performance
reports.

- Provide administrative services related to the project.

Degree/HND or equivalent in any discipline
- Supervise and coordinate administration activities related to the
project with a minimum 3 years working experience,
- Develop and maintain standard filling systems and records. OR
- Maintain, control and record stock and usage of office Advanced Level/OND or equivalent with
equipment and supplies which are needed by personnel.
related training with 7 years working
Administrative Support
8.3 Produce and provide all data of personnel, correspondence, experience
Services
administration and other required data. Experienced in computer and office/project
Responsibility for coordination and booking of travels administration.
Demonstrated proficiency in computer skills,
including typing and use of Microsoft Office
Products.

Assist in providing needed technical project information. Higher National Diploma (HND) or equivalent
Support in preparing project activity report and annexes; At least 2 years working experience.
Assist in the project implementation, monitoring and evaluation Demonstrated proficiency in computer skills,
activities according to work plan and project document including typing and use of Microsoft Office
Technical Support
8.4 Assist in arranging for audit for all project(s) activities. Products.
Services
Assist the project team to conduct post-completion analysis of the
project components/activities
Prepare engineering reports, schedules and material lists of
assigned projects
- Provide Contracting, Business Support and planning services as - Minimum qualification of HND or equivalent in
may be required. numerate sciences, Legal, Engineering or
- This scope covers different skill pools and contractor is expected related discipline.
to provide the services in line with the specific requirements.
- Minimum 4 years’ experience in relevant field.
- Where the services required relates to Contracting
support/management, the relevant deliverable shall include the Excellent communicative skills are a
Level 1 Business management of tenders, RFO, RFQ etc and contract award
Planning, Contract processes in line with COMPANY’s procedures. This scope shall prerequisite as personnel will be required to
8.5 also cover relevant post award management offer advice to wide variety of internal and
Management & Business
- Business Support services shall cover the management of spend, external stakeholders.
Support Services
ensuring that spend is aligned with the approved budget and
other administrative activities as may be defined in the Service
request.
- Planning services shall cover the provision of office planning to
manage schedules including leave plans for project personnel
and personnel.
- Minimum qualification of HND/B. Eng. / B.Sc.
in numerate sciences, Legal, Engineering or
Level 2 Business
related discipline.
Planning, Contract
8.6 - Minimum 8 years’ experience in relevant field.
Management & Business
Support Services Same as (8.5) above, but for large projects requiring more interface.- Membership of a relevant professional bodies
related to the applicable service is preferred.

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 69


Assist in Planning, management and coordinating of all activities
associated with the Real Estate Services, Operations Readiness and
Commissioning Support.
Level 1 Interface
8.7 Active liaison between various groups including contractors and local
coordination services
communities
May act as Company Site Representative when required.
Same as (8.7) above, with the following additional requirements:
Planning, management and coordinating of all activities associated
with the relevant Real Estate Services/operations.
Active liaison between various groups including contractors and local
communities
Level 2 Interface
8.8 Responsible for development implementation and ensuring
coordination services
adherence to corporate environmental and safety management
programs.
Responsible for all quality, health, safety and environment aspects of
the project environment.
May act as Company Site Representative when required.
9 SAFETY AND ENVIRONMENTAL SERVICES
- To ensure project compliance with all government guidelines and -
policies
- To ensure commitment and compliance of all project team members
to the COMPANY’s Group commitment to pursue the goal of
managing HSSE as a critical business activity to ensure no harm to
people, the environment and facilities.
- To ensure that the project has integrated Impact Assessment studies-
carried out and have in place effective remediation plans.
- To ensure project incorporates HSSE Standards in design and
demonstrated ALARP/ continuous improvement for high risk
activities
- Manage contractors to ensure they develop and manage their own
HSSE-MS and manage HSSE in their contracts with the COMPANY. -
- Facilitate/set agenda for all COMPANY’s HSSE meetings, including
project kick-off, JHA document reviews and Audits.
9.1 -
Technical Safety Services Coordinate all contractor HSSE evaluations, including contractor bid
submissions.
- Serve as author and Custodian of all project HSSE plans.
- Facilitate monthly and quarterly HSSE performance reviews.
- Facilitate alignment of ORP phases with the relevant HEMP activities
(HAZID, HAZOP, FIREPRAN, QRA, SAFOP, HFE, HRA etc.),
- Participate in HSSE audits, coordinate development of HSSE cases,
Hazards identification workshops, etc.
- Facilitate competence/integrity assessment of all Engineers and
equipment prior to their deployment/ mobilization to the projects.
- Take personal responsibility for the inclusion of Minimum Health
Management Standards (MHMS) in the management system of the
Project HSSE plans.
- Participate in all Human Factor Engineering reviews of project
designs.
- Participate in SPDC mentoring scheme for young graduates.
CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS
- Excellent communicative skills are a
prerequisite as personnel will be required to
offer advice to wide variety of internal and
external stakeholders.
Bachelor’s degree /HND or equivalent in
social sciences, management, engineering or
technical/relevant fields, with a minimum of
5 years of experience in related
operations. Good inter-personal and
leadership skills. Good communications skills
are essential.
Bachelor’s degree/HND in social sciences,
management, engineering or
technical/relevant fields, with a minimum of
10 years of experience in related project
area. Good inter-personal and leadership
skills. Good communications skills are
essential.
Degree or near equivalent qualification in
Engineering with minimum 10 years working
experience in facilities engineering and safety
roles in the oil and gas industry, at least 4
years of which must have been spent in a
HSSE coordination role in a major project.
Membership of NISP and/or other
professional safety bodies.
- Certification and experience in technical
audit.
- Training in the use of technical safety
simulation software.
5 years working experience in hazards and
effects management process (HEMP).
- Experience in drawing up and maintaining
design and construction HSSE Cases.
- Ability to use Tripod-Beta accident
investigation tool or equivalent
- Conversant with Company and Shell Group
standards.
- Excellent inter-personal and leadership skills
with good communications skills (i.e. report
writing and presentation) are essential.
- Team player, acting as a champion to break
new grounds, self-motivated, starter.
70

Safety and Environment
9.3
Support Services
Safety and Environment
9.2 Supervisory/
Management Services
CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS
- Visit all areas of the worksite and evaluate working conditions. - Educational qualification and key job
- Recommend improvements in HSSE methods, practices and responsibilities is as in HSSE and SP
procedures. Supervisory/Management Services above but
- Initiate proactive steps to improve HSSE standards on-site. with at least 5 years working experience in a
- Conduct informal and formal HSSE inspections and audits. relevant project/construction HSSE role.
- Document HSSE violations, unsafe acts and conditions, prepare
and complete accident/incident reports.
- Participate as member of accident/incident investigation team.
- Prepare and maintain HSSE reports, files and correspondence
relating to the work.
- Review accident, injury, illness and environmental reports to
detect problem areas.
- Monitor performance, coach and conduct necessary training of
Contractor HSSE personnel.
- Monitor the implementation of the site Permit-to-Work system.
- Organise, attend, take and publish minutes of scheduled on site
HSSE meetings.
- Participate in and monitor effectiveness of Contractor daily
Toolbox Meetings
- Explain COMPANY’s HSSE-MS and Project HSSE Management
Plan to all Contractor management, supervisors and HSSE
personnel.
- Assist site operations management and others in emergency
situations.
- Participate in promoting the occupational health programme.
- Promote ‘Hearts & Minds’ culture with respect to HSSE in all
work sites
- Education and Qualifications Required:
Bachelor Degree/HND with fluency in
written and spoken English language.
- Professionally qualified holding
minimum of Level 2 Nigerian Institute of
Safety Professionals (NISP) certification.
- Additional qualification of NEBOSH or
equivalent
- Same as (9.1) above, but for more complex projects. - Minimum 10 years working experience
in an HSSE advisory capacity of which at
least 5 years shall be in the oil and gas
industry or Major Real Estate
Construction company.
- Conversant with COMPANY’s fire and
HSSE philosophy and practice.
- Familiar with working with
multinational, multicultural and
multidisciplinary workforce.
- Excellent inter-personal and leadership
skills with good communications skills
71
 KEY PERFORMANCE INDICATORS (KPIs)
KPI Measure 1st Year Target Frequency Measured
Health, Safety, Compliance with the IOGP 9
Security and Life Saving Rules No. of violations Nil Quarterly
Environment LTI (Lost Time Incidents) Absolute number Nil Monthly cumulative
Follow up on actions (MFE, No. of overdue
Audit, Radar etc) actions Nil Monthly cumulative
Unsafe Act/Unsafe
Condition/Near Miss
Reporting Absolute number TBC Monthly cumulative
70%
HSSE Meetings, Safety drills Compliance to Plan compliance Quarterly
Leadership (MD) visibility on 70%
site Compliance to Plan compliance Quarterly
Leadership attendance of 70%
HSSE meetings Compliance to Plan compliance Quarterly
Technical Compliance of
Quality works/designs to SHELL
specifications and
international codes No. of code violations Nil Quarterly
Identify Non-conformances
and close-out corrective No. of escalations to < 1% per
actions Shell per month month Quarterly
No. of staff technical
Personnel competence training/learning
development sessions per month TBC Quarterly
Availability of tools Availability 100% Quarterly
Communication Compliance to
Communication (with Shell project 100%
supervisors) communication Plan compliance Quarterly
Communication (customers 100% Compliance to 100%
and stakeholders) communication Plan compliance Quarterly
Communication (with
execution contractors/sub- 100% Compliance to 100%
contractors) communication Plan compliance Quarterly
Reports, Logbooks and Provision of agreed
Handovers reports TBC Quarterly
Staff Welfare Monthly payment On/before
Salary Payment date month end Quarterly
Medical insurance Percent Validity 100% Quarterly
Value Continuous improvement
Improvement initiative Absolute number TBC Quarterly
Cost reduction /schedule
optimisation initiatives Reduction per project 5% or greater Quarterly
Provision of agreed
Benchmarking cost indicators TBC Quarterly

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 72

 MINIMUM INCLUSION FOR ALL HMO PLANS
Suggested minimum inclusion in all HMO plans
• General consultation, investigations and treatment of common ailments
• Management and treatment of Chronic conditions like HTN, DM, Asthma, HIV diagnosis and
management
• Minor / intermediate surgeries e.g. Appendectomy, Hernioraphy etc.
• Hospital admission facility till recovery
• Provision for treatment for spouse plus 4 children
• Specialist consultation e.g. Paediatrician, Gynaecologist, Orthopaedist etc
• There should be no Co-payment

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 73

 SECTION V – SCHEDULE OF PRICES
ARTICLE 1 - GENERAL

1.1 Definitions
Words and terms in this Schedule of Prices shall have the meaning assigned to them, if any, in
Section II – General Terms

1.2 WORK under this CONTRACT shall be authorised via PURCHASE ORDERS issued on ad-hoc Call-off
basis by the COMPANY to the CONTRACTOR. Payment shall only be made on the satisfactory
execution of each PURCHASE ORDER.

1.3 There is no guaranteed level of WORK to be done under this CONTRACT, and hence, no guarantee
of a minimum payment by the COMPANY to the CONTRACTOR.

ARTICLE 2 – CONTRACT PRICE

2.1 The PRICE payable by the COMPANY to the CONTRACTOR shall be the lump sum prices associated
with each PURCHASE ORDER authorised by the COMPANY and completed by the CONTRACTOR in
accordance with this CONTRACT.

2.2 Prior to authorisation of a PURCHASE ORDER, the COMPANY shall determine the
associated lump sum PRICE by applying the appropriate rates contained in the SCHEDULE OF
PURCHASE ORDER RATES set out below.

2.3 Pursuant to the Articles titled TAXATION and THE CONTRACTOR’S NIGERIAN CONTENT
OBLIGATIONS in Section II - General Terms, a 1% deduction imposed under the Nigerian Oil
and Gas Industry Content Development Act shall apply to rates and prices of the contract price

ARTICLE 3 – BREAKDOWN OF THE CONTRACT PRICE

General Pricing Provisions

> Hours required for Consultancy services will be negotiated and agreed before scope specific services are
initiated with a costed resource plan
> Consultancy rates for engagements longer than 112 hours shall be charged at 70% of the standard rates.
> Consultancy rates for engagements longer than 280 hours shall be charged at 50% of the standard rates.
> Where a service is called out on Day Rate, but the work ends up exceeding 15 days in the month, the
applicable monthly rate shall apply to that Service

> For the avoidance of doubt, Lease Surrender, Sub-Leasing and Assignment will all be charged in the same
way as Lease Valuation.
> Uncontested Lease renewals will be costed at 50% of the standard fee
> Shell will be the party responsible for all applicable payments. Payment will not be routed through any
landlord for applicable fees.

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 74

 > Costs of producing and submitting reports are included as part of the hourly consultancy rates
> Costs of printing drawings and other documents for in-house review by COMPANY and consultant are
included in the hourly consultancy rates
> Payment for Lumpsum PMS prices will be based on agreed Milestones as stated in the applicable Purchase
Order.

A. PROJECT MANAGEMENT SERVICES (Lump sum / Fixed Charge)

BASE LOCATIONS FLB
SWAMP
(FORCADOS, AGBADA, LAND
PROJECT COST RANGE
BASE LOCATIONS BASE LOCATIONS LAGOS & ABUJA NUN RIVER, GBARAN, (RUMUAHIA &
NGN
(IA) (RA) NORTH BANK, BONNY, OBIGBO ETC.)
OPUKUSHI, OTUMARA)
UP TO 50M
>50M up to 200M
>200m up to 500m
>500m up to 1bn
>1bn up to 3bn
>3bn

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 75

B. AD-HOC PROJECT MANAGEMENT SERVICES (Unit Rates – daily and monthly rates)
SPDC FLB OTHER OTHER
SWAMP SPDC FLB LAND OUTSTATIONS OUTSTATIONS
PH IA PH RA LAGOS/ABUJA OUTSTATIONS OUTSTATIONS (Southwest) (Southeast)
UNIT UNIT UNIT UNIT UNIT UNIT UNIT UNIT UNIT UNIT UNIT UNIT UNIT UNIT
RATE RATE RATE RATE RATE RATE RATE RATE RATE RATE RATE RATE RATE RATE
SN SERVICE DESCRIPTION
NGN NGN NGN NGN NGN NGN NGN NGN NGN NGN NGN NGN NGN NGN
(DAY) (MTH) (DAY) (MTH) (DAY) (MTH) (DAY) (MTH) (DAY) (MTH) (DAY) (MTH) (DAY) (MTH)

1 PROJECT ARCHITECTURAL SUPPORT

1.1 Basic Architectural/ Draughting Services

1.2 Project Architectural Support Services

1.3 Architectural Supervisory/ co-ordination Services

1.4 Auto CAD Admin/Support Services

ELECTRICAL/ INSTRUMENTATION CONTROL (ICE)

2
ENGINEERING SERVICES

2.1 Electrical Technical Support Services

2.1 Mid-Level Electrical Engineering Support Services

2.3 Project Electrical Engineering Services

2.4 Electrical Engineering Supervisory/ co-ordination Services

2.5 PAT Testing Services

3 MECHANICAL ENGINEERING SERVICES

3.1 Mechanical Technical Support Services

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 76

 3.2 Mid-Level Mechanical Engineering Support Services

3.3 Project Mech Engineering Services

3.4 Mech Engineering Supervisory/ co-ordination Services

3.5 MIE/CMMS Work Preparation services.

3.6 MIE/CMMS Scheduling Service

3.7 MIE/CMMS Coordination Service

4 CIVIL/STRUCTURAL ENGINEERING SERVICES

4.1 Civil Technical Support Services

4.2 Mid-Level Civil/Structural Engineering Support Services

4.3 Project civil/Structural Engineering Services

4.4 Civil/Structural Engineering Supervisory/ co-ordination Services

5 PROJECT ENGINEERING SERVICES

5.1 Project Planning/Project Control Services

5.2 Planning/Project Control Supervisory/ co-ordination Services

5.3 1st level Project Engineering Services

5.4 Advanced Level Project Engineering Services

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 77

 5.5 Project Supervisory/ co-ordination Services

5.6 Project Management Services

6 COST ENGINEERING/QS SERVICES

6.1 Project Cost Engineering Services

6.2 1st Level Quantity surveying Services

6.3 Project Quantity Surveying Services

7 LAND SURVEY SERVICES

7.1 Project Land Surveyor

8 PROJECT ADMINISTRATION SERVICES

8.1 Document Control services

8.2 Document Control Supervisory services

8.3 Administrative Support Services

8.4 Technical Support Services

Level 1 Business Planning, Contract Management & Business

8.5
Support Services

Level 2 Business Planning, Contract Management & Business

8.6
Support Services

8.7 Level 1 Interface coordination services

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 78

 8.8 Level 2 Interface coordination services

9 SAFETY AND ENVIRONMENTAL SERVICES

9.1 Technical Safety Services

9.2 Safety and Environment Support Services

9.3 Safety and Environment Supervisory/ Management Services

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 79

C. ENGINEERING CONSULTANCY SERVICES (Unit Rates – hourly rates)

CIVIL & STRUCTURAL ENGINEERING CONSULTANCY SERVICES

SN Description Rate (NGN) Per Hour

1 Principal Civil Engineer

2 Principal Structural Engineer

3 Senior Civil Engineer

4 Senior Structural Engineer

5 AutoCad Draftsman

6 Senior AutoCad Draftsman

7 Land Surveyor Technician

8 Land surveyor

9 Senior Land Surveyor

10 Site Inspector Civil/Structural

11 Civil Engineer

12 Structural Engineer

13 Structural Engineer Technician

14 Administrative Officer

15 Document Controller

MECHANICAL & ELECTRICAL ENGINEERING CONSULTANCY SERVICES

SN Description Rate (NGN) Per Hour

1 Principal Mechanical Engineer

2 Senior Mechanical Engineer

3 Mechanical Engineer

4 Mechanical Technician

5 Principal Electrical Engineer

6 Senior Electrical Engineer

7 Electrical Engineer

8 Electrical Technician

9 Site Inspector Mechanical

10 Site Inspector Electrical

11 Senior Technical Safety Engineer

12 Administrative Officer

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 80

 13 Document Controller

D. ARCHITECTURAL CONSULTANCY SERVICES

SN Description Rate (NGN) Per Hour

1 Principal Architect Consultant

2 Senior Architect Consultant

3 Architect

4 Associate Architect

5 Interior Design Architect

6 Architectural Impressionist

7 Administrative Officer

8 Document Controller

9 Cost Engineer/ Quantity Surveyor

10 Graduate Architect

11 Structural/Civil Engineer

12 MEP Engineer

13 Senior Structural/Civil Engineer

14 Senior MEP Engineer

15 Architectural Technician (CAD Tech)

E. QUANTITY SURVEYING CONSULTANCY SERVICES

SN Description Rate (NGN) Per Hour

1 Principal Quantity Surveyor

2 Senior Quantity Surveyor

3 Quantity Surveyor

4 Senior Cost Scheduler

5 Cost Scheduler

6 Quantity Surveying Technician

7 Administrative Officer

8 Document Controller

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 81

F. DOCUMENT PRINTING**

SN PRINTING OF DOCUMENTS COST(NGN) PER PAGE

1 A0

2 A1

3 A2

4 A3

5 A4

6 A5
** This requirement only applies where COMPANY requests CONTRACTOR to print additional copies of reports
or drawings already submitted and accepted by COMPANY. Printing of documents for review purposes or
printing of reports by consultants are included in the consultancy rates.

G. VALUATION & ADVISORY SERVICES

Valuation of Capital Values

Property Values NGN Fee (% of Value)

< =1m

>1m =5m

>5m =15m

>15m =30m

>30m =50m

>50m =100m

>100m =200m

>200m

Valuation of Annual Rental on Undeveloped Land

Rental Values NGN Fee (% of Value)

< =1m

>1m =5m

>5m =15m

>15m =30m

>30m =50m

>50m =100m

>100m =200m

>200m

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 82

 Valuation of Annual Rental on Developed Land

Rental Values NGN Fee (% of Value)

< =1m

>1m =5m

>5m =15m

>15m =30m

>30m =50m

>50m =100m

>100m =200m

>200m

Valuation of Plant & Machinery include motorized vehicle

Asset Values NGN Fee (% of Value)

< =1m

>1m =5m

>5m =10m

>10m =20m

>20m =100m

>100m =200m

>200m

Brokerage fee for Disposal of assets

Asset Values NGN Fee (% of Value)

< =80m

>80m =200m

>200m =600m

>600m =1b

>1b

Brokerage fee for Acquisition of assets

Asset Values NGN Fee (% of Value)

< =80m

>80m =200m

>200m =600m

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 83

 >600m =1b

>1b

Property Lease Valuation

Annual Lease Values NGN Fee (% of Value)

< =1m

>1m =5m

>5m =15m

>15m =30m

>30m =50m

>50m =100m

>100m =200m

>200m

Advisory Services

SN Description Rate (NGN) Per Hour

1 Principal Consultancy Services

2 Associate Consultancy Services

3 Senior Consultancy Services

4 Consultancy Services

ARTICLE 4 - INVOICING
4.1 The CONTRACTOR shall submit invoices on the completion of each PURCHASE ORDER. A work
Completions acceptance certificate shall be issued by the COMPANY Authorised
Representative for WORK performed by the CONTRACTOR in accordance with the provisions
of the CONTRACT. The work Acceptance Certificate shall be used by the CONTRACTOR as
supporting document for all invoices. The invoices shall be submitted at the COMPANY’s
Vendors Services Centre.

4.2 The invoice value shall be derived from the product of the volume of work contained in all
authorised and completed PURCHASE ORDERS and the appropriate unit rates set out in the
Schedule of Rates.

ARTICLE 5 -VARIATIONS

5.1 General

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 84

5.1.1 VARIATIONS shall be governed by all the provisions of the CONTRACT, evaluated in accordance
with this Section III and administered in accordance with Section V – ADMINISTRATION
INSTRUCTIONS.

5.1.2 Any costs incurred by the CONTRACTOR in estimating and evaluating the effects of a
VARIATION shall not in themselves result in an adjustment to the CONTRACT PRICE.

5.1.3 The COMPANY shall specify on the relevant part of the VARIATION FORM the basis upon which
either estimates or evaluation of the effects of a VARIATION shall be prepared.

5.2 Rates Prices and percentages

5.2.1 Except where specific exclusions have been made in this Section III, the rates, prices and
percentages included in the Appendix are deemed to be fully inclusive of all
overheads, taxes, contribution to profit and all costs incurred by the CONTRACTOR
arising out of or in connection with the performance of the WORK.

5.2.2 Where required, additional rates shall be established on a basis consistent with the existing
rates included in the Appendices to this Section III and such new rates shall be established
using one of the following methods.
(a) Proration of Existing Rates: the existing rates being interpolated or prorated to establish
the new rates for similar work; or
(b) Setting of New Rates, where interpolation or proration of existing rates is not appropriate
and no similar rate can be used as a basis for establishing an additional rate then the new
rate shall be established in a manner consistent with the make-up of the relevant existing
rates.

Such additional rates shall be developed by the CONTRACTOR and agreed by the COMPANY
prior to such rates being used to evaluate VARIATIONS. The additional rates when approved
by the COMPANY shall remain valid for the duration of the CONTRACT. In the event that the
COMPANY and the CONTRACTOR cannot agree on any additional rate, the COMPANY shall
proceed in accordance with Section II – General Terms, the Clause headed VARIATIONS AND
SUSPENSION.

ARTICLE 6 - NIGERIAN CONTENT

6.1 General

For the purposes of this CONTRACT, NIGERIAN CONTENT shall be measured as a value and expressed
as a percentage of the price and quantity of LABOUR, MATERIAL, SERVICE, EQUIPMENT and TOTAL
CONTRACT PRICE in line with the applicable Nigerian Content Act Schedule categories in Article 7.2
below. The total Nigerian Content value shall be broken down into the applicable Nigerian Content
Act Schedule Categories found in Section IV - Scope of Work Nigerian Content Act Schedule Targets
and each category shall further be broken down into the following elements, with each element being
captured and reported separately: -

(i) Manpower

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 85

 (ii) Materials and goods
(iii) Equipment
(iv) Services.

Taxes and duties are to be reported separately as separate line items.

6.2 Nigerian Content Breakdown of the Contract Price.

Nigerian Content Act Schedule Category 1

Total Nigerian Total Cost Nigerian %NC Measuring
Quantity Quantity Cost Pledge Metrics
Manpower xxhr xxhr
Procured material & goods
Service
Equipment
Total

Nigerian Content Act Schedule Category 2

Total Nigerian Total Cost Nigerian %NC Measuring
Quantity Quantity Cost Pledge Metrics
Manpower
Procured material & goods
Service
Equipment
Total

Summary
S/N NC Act Schedule Total Cost Nigerian Cost %NC Measuring
Category Metrics
1
2
3 Taxes & Duties
Total Spend

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 86

Note:
1. Details of Taxes and Duties should include the total value of all taxes and fees paid to
the Nigerian Government or regulatory agencies by Contractor in connection with the
performance of the work during the reporting period.
2. For rate based contracts, the CONTRACTOR shall complete the above template in
percentage (not Naira) terms.

6.3 Details of Nigerian Content

The CONTRACTOR shall submit as part of his commercial submission, details of the Nigerian Content
scope and cost.

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 87

 SECTION VI – INSURANCE REQUIREMENTS

1 TYPES AND AMOUNTS OF INSURANCE TO BE PROVIDED BY CONTRACTOR:

1.1 Employer’s Liability and Worker's Compensation Insurance

(a) CONTRACTOR will arrange employer’s liability coverage for personal injury to or death of
employees of CONTRACTOR, who are engaged in the performance of SCOPE, to the minimum
limit required by any applicable legislation, including extended cover (where required) for
working offshore, but in any case, in an amount not less than USD $1,000,000 per occurrence.

(b) CONTRACTOR will arrange worker’s compensation only where required in the jurisdiction in
which SCOPE is to be supplied or where required in the locale where CONTRACTOR PERSONNEL
are employed.
1.2 General Third-Party Liability Insurance
CONTRACTOR will arrange third party liability insurance, including coverage for sudden and
accidental pollution and contractual liability, for any incident or series of incidents covering the
operations of CONTRACTOR in the performance of the CONTRACT, in an amount not less than
USD $5,000,000 per occurrence.
1.3 Third Party and Passenger Liability Insurance
CONTRACTOR will arrange third party and passenger liability insurance as may be required by
applicable law or similar regulation in the countries of use for motor vehicles used by
CONTRACTOR in connection with the execution of SCOPE, in an amount not less than USD
$1,000,000 per occurrence.
1.4 Marine Insurance

(a) If any of SCOPE supplied under the CONTRACT involves the provision of vessels by CONTRACTOR
or is performed on or over navigable waters, CONTRACTOR will require the owner or operator
of those vessels to arrange the following additional insurances:
(i) marine hull and machinery (“H&M”) or property insurance, including war risk coverage
and, to the extent not provided below, collision liability in respect of all vessels used by
CONTRACTOR GROUP in the performance of SCOPE in an amount not less than the full
value of all vessels, craft, or floating equipment owned or hired by CONTRACTOR GROUP;
and
(ii) protection and indemnity (“P&I”) liability insurance for each vessel used in the
performance of SCOPE including, but not limited to, coverage for injuries to or death of
masters, mates, and crews, wreck and debris removal, collision and (if applicable) tower’s
liabilities not covered under the H&M insurance, third party injury, and property damage
liability, excess collision liabilities, and pollution liabilities.

(b) The policy limit for this insurance must be not less than the following United States dollars per
occurrence limits:

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 88

 type/category of vessel/watercraft minimum limits minimum limits
outside US for US operations
• standard limits for vessels/watercraft, USD $50,000,000 USD $150,000,000
except as otherwise noted below

• drilling vessels, heavy lift vessels, and USD $250,000,000 USD $ 500,000,000
pipe laying vessels
• other vessels/rigs classified as mobile
offshore units and not falling into one
of the other categories
• vessels not engaged in the service of USD $20,000,000 USD $50,000,000
tankers, offshore oil rigs, service or
installation of pipelines and single
point mooring buoys
• small craft (< 1000 gt) or inland craft USD $10,000,000 USD $20,000,000
(rivers and littoral areas), which are
not engaged in the service of tankers,
offshore oil rigs, service or installation
of pipelines and single point mooring
buoys

(c) Vessels involved in specialised operations within the meaning of the P&I Club rules will carry a
limit of not less than USD $100,000,000 for such special operations to cover loss or damage to
third party installations.
1.5 Aircraft Liability Insurance
If any of SCOPE supplied under the CONTRACT involves the provision of aircraft by
CONTRACTOR, or aircraft is used by CONTRACTOR GROUP in connection with the execution of
SCOPE, CONTRACTOR will arrange or require its SUBCONTRACTORS to arrange aircraft liability
insurance with a minimum limit of USD $150,000,000 per occurrence, unlimited as to the
number of occurrences.
1.6 Additional Insurance Requirements
CONTRACTOR will arrange such further insurance as may be required under APPLICABLE LAWS.

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 89

 SECTION VII - ADMINISTRATION INSTRUCTIONS

ARTICLE 1 - INTRODUCTION
This Part of the CONTRACT describes the procedures that shall be employed by the COMPANY and
CONTRACTOR in their respective administration responsibilities. CONTRACTOR shall ensure that
where detailed requirements are not comprehensively set out in this section of the CONTRACT, such
requirements shall be developed in time to efficiently and effectively carry out the Work.

ARTICLE 2 - ORGANISATION
2.1 COMPANY
Mail address:
Telephone number:
Fax number:

COMPANY AUTHORISED REPRESENTATIVE shall be:

Name:
Ref. Indicator:
Title:
Location:
Telephone:

COMPANY AUTHORISED DEPUTY REPRESENTATIVE shall be:

Name:
Ref. Indicator:
Title:
Location:
Telephone:

COMPANY hereby notifies the CONTRACTOR that its AUTHORISED REPRESENTATIVE shall be
empowered to handle day-to-day administration of the CONTRACT (including issuance of PURCHASE
ORDERS and Supervise the CONTRACTOR and is also empowered to delegate his duties to the
Authorised Deputy Representative, if necessary.

2.2 CONTRACTOR
The CONTRACTOR Representative is ……………... and may be contacted at ………………… and on
telephone line ……………... and the CONTRACTOR notifies COMPANY that its Representative shall be
empowered to ensure that all jobs are carried out effectively.

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 90

ARTICLE 3 - COMMUNICATION
3.1 Correspondence in General
Correspondence shall be in English and shall be by letter or telex in that order of preference.

3.2 Correspondence by Letter

All correspondence shall bear the following headings: Date, CONTRACT reference number,
CONTRACT title, CONTRACTOR name.
If more than one subject or item is dealt with, then each subject or item shall be referenced
(A), (B), etc. as appropriate.
All correspondence shall indicate to whom copies have been sent.

3.3 Correspondence by Telex or Fax

A standard format using the following headings, shall be used for all telexed correspondence:
From:, To:, Attention:, Copy for:, Telex/Fax reference number and date:, CONTRACT
number:, CONTRACT title:, Confidentiality Classification:, Subject:, Urgency:, Contents of
Telex/Fax:.......
If more than one subject or item is dealt with, then each subject or item shall be referenced
(A), (B), etc. as appropriate.

3.4 Meetings
If required by the COMPANY, the CONTRACTOR shall prepare minutes of any meetings held in
connection with the performance of the CONTRACT. The CONTRACTOR shall submit proposed
minutes to the COMPANY for confirmation. If appropriate, the COMPANY shall acknowledge
the agreed minutes as being a true record of the meeting in question.

Minutes shall carry the following information on the front pages:, Date of issue:, Sheet
number and total number of sheets: (e.g. sheet 2 of 3); Circulation list:, CONTRACT reference
number:, Name of CONTRACTOR:, Subject:, Venue and Date of meeting:, Personnel in
attendance:

3.5 Change in Addresses

Both the COMPANY and the CONTRACTOR shall have the right to change their correspondence
addresses by notice in writing to the other party. All notices shall be effective when received

ARTICLE 4 - NIGERIAN CONTENT REPORTING AND MEASUREMENT GUIDELINES

Nigerian Content shall be measured in line with the definition in the Article titled THE CONTRACTOR’S
NIGERIAN CONTENT OBLIGATIONS in Section II - General Conditions of Agreement, subdivided into
Labour, Materials, Equipment and Services. Each element shall be measured and reported separately
for each project using the attached reporting template which is subject to change by the Nigerian
Content Development Monitoring Board.

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 91

4.1 Labour (Manpower costs)
Monitoring of manpower costs shall be by value and rates. Man-hour rates for all level of
personnel on the project (both expatriates and Nigerians), manpower distribution,
organisational charts showing the Project management team, company management profile
and supervisory personnel at all levels shall be provided.

The average rates admissible as Nigerian content man-hour rate shall be calculated by
dividing the stated percentage as a fixed factor of the gross man-hours worked by each
category of personnel, whether Nigerian or Foreign.

All gross payments (inclusive of salaries, allowances, tax, etc.) to Nigerian citizens employed
in the direct performance and indirect support of the WORK and for the period of the WORK,
shall be deemed to be 100% Nigerian Content.

All expenses reimbursements or payments (exclusive of salary, allowances, tax, etc. but
inclusive of hotel bills, transport allowances e.t.c. expended in-country) made on behalf of
non- Nigerian citizens employed in the direct performance and indirect support of the WORK
and for the period of the WORK, shall be deemed to be 20% of the hourly rate of such
employees and as such, only that proportion of the hourly rate shall be included in the
determination of Nigerian Content.

For comparative and statistical purposes, the payments shall be split between payments to
Managerial/Professional staff and Artisan/Junior staff.

In recognition of the need to incur costs in executing the training and development
programmes in the Nigerian Content development plan, all personnel costs related to training,
capability development and transfer of technology programmes for Nigerian manpower on
training in-country shall be regarded as 100% Nigerian content. Where training is carried out
abroad, 20% of related personnel costs shall be taken as Nigerian Content.
No foreign costs like base salaries of expatriates should be considered as part of the Nigerian
content component, however expenses of the expatriate in-country can be considered as
Nigerian Content.

The base salaries of Nigerians who work with project team outside the country are to be
calculated as Nigerian Content, while the living expenses abroad are not Nigerian Content.

4.2 Materials (related to goods & services provided).

This covers materials procured for use either as a direct input in fabrication, construction,
installation and commissioning or indirectly such as software etc.

Where the product is manufactured in Nigeria using Nigerian raw materials, then the
Nigerian content is 100% of the cost.

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 92

 In all other instances where the product or its components are not of Nigerian origin, then
the Nigerian content is simply the added value to the product by Nigerians (working in a
company registered and domiciled in Nigeria) in the course of assembly, product finishing
and delivery.

For consistency and ease of calculation in cases where the value added cannot be easily and
objectively determined, this shall be regarded as the price of the product as charged to the
COMPANY less the foreign elements of the costs made up of:
- Cost of importing raw materials including Insurance & Freight;
- Import duties plus other clearing costs such as taxes & levies (NPA, ECOWAS fund,
etc.)
- Any other costs incurred in the course of importation.
For items purchased from the Nigerian market where the determination of the above costs
will be laborious and time consuming, the following percentages for Nigerian Content shall
be assumed1:

Description % Nigerian Content

Imported (sourced directly from foreign 0
company)
Imported (but sourced through local 5
company)
Assembly done in Nigeria 20
Manufacturing done in Nigeria with over 40
60% of input materials being imported or
less than 40% local input materials
Manufacturing done in Nigeria with over 100
60% of the input materials being local
materials

Also, please note that where services are procured through a local sub-contractor, a mark-up of
5% on sub-contracted services would be awarded as Nigerian content.

4.3 Capital Assets/Equipment

A prime objective of Nigerian Content development is to encourage increased investment in
manufacturing & fabrication facilities.
This item refers to costs incurred in the acquisition/development of capital assets and
infrastructure in Nigeria as it relates to the delivery/execution of a project, the provision of a
service or the manufacture of components for direct input into a project.

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 93

 The goal is to recognise the contribution of the Asset/Equipment to Nigerian Content in
monetary terms. This will be the total cost of the Asset/Equipment less the taxes and import
duties paid2 subject to the next paragraph.

As Capital assets by their nature are of a permanent nature and expected to have a useful life of
several years the following guide is applicable:
100% of the cost where the useful life of the Capital Asset is less than the contract duration or
the asset has a zero or negligible realisable value at the end of the contract.
In all other cases i.e. where the asset life is longer than the contract duration, the value to be
considered for each contract shall be apportioned on the basis of the time spent on the contract
multiplied by the cost spread over the useful life of the asset –

(cost/asset life (months) X number of months spent on contract)

Where an equipment is leased, the Nigerian content will depend on the category of the owner/lessor
companies weighted as follows: Wholly Indigenous - 100%; Majority Nigerian Shareholding Company
- 75%; Alliance or Joint Venture between an Indigenous & a foreign company - 50%; Majority Foreign
Shareholding Company - 25% and; Foreign Company - 5%.

4.4 Services/Contracts (Including Sub Contracting)

All services rendered in Nigeria by Nigerians funded in Naira shall be deemed 100% Nigerian
Content.

For sub-contracts, Sub-Contractors shall be expected to provide information at the same

level of detail as the Main Contractor (which shall include details of Nigerian content in
labour, materials, equipment and sub services) and the total Nigerian content value shall
then be included here.

Statutory payments made to Nigerian governmental organizations for permits, licences and
levies in order to execute the contract shall not be taken as Nigerian content.

4.5 Reporting
Measurements shall be reported by means of Nigerian Content Monitoring Form attached as
Appendices V.1. CONTRACTOR shall include a preliminary Nigerian Content Plan in the
Technical Tender package. The plan shall be finalized with the COMPANY before contract is
awarded and a copy submitted to COMPANY.

The Plan shall be reviewed and agreed during the Kick-Off meeting and shall form part of the
elements of the Quarterly Business Performance Review (BPR).

2This is for consistency with the method used for materials and the overall guideline that taxes
& duties are expressly excluded from the computation of Nigerian content.

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 94

 After contract award, the CONTRACTOR shall be required to submit monthly reports, which
shall also include details of deviations from the agreed Nigerian Content Plan to the Shell
Authorised Representative. The CONTRACTOR shall notify the COMPANY in writing where
deviations from the agreed Nigerian Content Plan are observed.

At the end of the contract, the CONTRACTOR shall submit a final Nigerian Content report to
the Shell Authorised Representative, which shall be evaluated to rank CONTRACTOR’s
performance as either below target, threshold, on target or above target.

The COMPANY shall officially recognize CONTRACTORS that consistently perform above target
and where specific contractors consistently default, the COMPANY shall flag this and penalized
in accordance with the provisions of the CONTRACT.

CONTRACTOR’s must familiarise themselves and comply with reporting requirements in the
Nigerian Oil & Gas Industry Content Development Act

ARTICLE 5 – WORK PROCEDURE

5.1 Prior to commencement of WORK under the CONTRACT, the COMPANY shall issue to
the CONTRACTOR, one or more Purchase Order(s) (PO(s)covering the WORK to be
carried out. The PO shall state, among other things, the Value of the WORK, the
duration, the PO Number, the COMPANY Contact Person and any other necessary
details as may be relevant to the WORK.

5.2 On completion of WORK stated under a PO, the COMPANY shall issue to the
CONTRACTOR a Work Completion Certificate (WCC). The WCC shall state the PO
number, Service Entry Number for the WORK and the actual value of the WORK
carried out by the CONTRACTOR. The CONTRACTOR shall thereafter raise an invoice
which corresponds to the value on the WCC, attach the invoice to the WCC and submit
to the SHELL Vendor Services Centre in either Warri or Port Harcourt Main Offices for
payment in accordance with the payment terms of the CONTRACT.

5.3 The total PO Value shall mean the maximum anticipated value of WORK to be
executed under the PO for the duration stated on the PO. Notwithstanding the stated
total PO Value, the parties expressly acknowledge that the CONTRACTOR is not
entitled to the total PO value unless the WORK executed and reflected in the Work
Completion Certificate(s) (WCC) aggregate to that value. The total payments due to
the CONTRACTOR shall always be limited to the value of WORK carried out and
reflected on the WCC.

ARTICLE 6 - VARIATION TO THE WORK

6.1 Introduction
This article sets out the procedures for issuing Variations to the WORK in accordance
with Section II Articles of Agreement, article headed VARIATION.

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 95

 6.2 Request for Variation
To request an estimate for a proposed VARIATION to the WORK, the COMPANY shall
issue a formal request in writing to CONTRACTOR. This information shall form an
integral part of the proposed VARIATION for which an estimate is requested.

6.3 Documentation
The CONTRACTOR shall submit supporting documents showing the elements of the
prices and details of the changes to the WORK programme, if any, incorporating the
proposed VARIATION.

6.4 Approval of Variation

Should the COMPANY wish to proceed with the proposed VARIATION, it shall instruct
the CONTRACTOR in writing to perform the VARIATION using the CONTRACT Variation
Form. The form shall detail the effects of the VARIATION and shall be signed in two
originals, one to be retained by the COMPANY and one by the CONTRACTOR.

ARTICLE 7 - REPORTING

7.1 General
The CONTRACTOR shall keep the COMPANY informed on the progress of the WORK
and on deviations from the WORK programme and trends and events likely to affect
the performance of the WORK and shall promptly provide such reports.

7.2 The CONTRACTOR shall ensure that he submits all the reports as may be specified
during the contract start-up meeting to satisfy the requirements of effective Contract
Management.

7.3 Reporting Procedure

The CONTRACTOR shall provide reports as detailed in the CONTRACT.

ARTICLE 8 - EMERGENCY PROCEDURE GUIDE

In the event of an emergency, the CONTRACTOR shall comply with the latest version of the
Emergency Procedure Guide of THE COMPANY. It is the responsibility of the CONTRACTOR to
ensure that he has such a copy. Copies of this guide may be obtained from the COMPANY
Project Engineer.

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 96

ARTICLE 9 - INCIDENT REPORTING PROCEDURE

9.1 Incident Reporting

Pursuant to the provisions of the CONTRACT, the CONTRACTOR shall complete the
Incident Report Form in full and hand over to the COMPANY Representative in the
event of:
(a) any loss of, or damage to, or theft of the CONTRACTOR's property or the property
of the COMPANY or any other property involved in the WORK,
(b) any personal injury to Personnel of the CONTRACTOR or sub-contractors,
(c) any injury to any Third Party,
(d) any automotive incident,
(e) a near miss incident.

A specimen copy of the Incident Report Form may be obtained from the COMPANY
Representative.
9.2 Insurance Claims

In the event of any incident giving rise to an insurance claim, the CONTRACTOR shall,
within seven (7) days of the incident, prepare a detailed report of the incident and
deliver to the COMPANY Representative.

ARTICLE 10 - SUBCONTRACTING PROCEDURE

In line with the provisions in Section II – DEFINITIONS AND INTERPRETATION, Article

14 (CONTRACTOR PERSONNEL AND SUBCONTRACTING), the CONTRACTOR shall
adhere by the following:

10.1 Subcontract Document/Plan

Where the CONTRACTOR intends to deliver ANY part of the intended scope via
another party, the CONTRACTOR shall submit a SUBCONTRACTOR Management Plan
detailing the scope of services to be delivered via the SUBCONTRACTOR(s).

Subsequently, the CONTRACTOR shall not subcontract any scope not contained in the
SUBCONTRACTOR Plan without the express approval of THE COMPANY in writing after
CONTRACTOR has demonstrated that the proposed SUBCONTRACTOR meets all the
stipulations set forth herein for SUBCONTRACTORS. THE COMPANY before granting
such Subcontracting approval shall confirm that the CONTRACTOR has carried out due
diligence on the SUBCONTRACTOR as would be done during tendering with the
CONTRACTOR.

The SUBCONTRACTOR Management Plan shall be finalized/signed off/endorsed

during the Contract Kick-off meeting.

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 97

 10.2 HSSE in Subcontracting
For all HSSE Modes of work, the CONTRACTOR and the CONTRACT HOLDER shall
ensure the inclusion of the Subcontracting activities/risks/mitigations in the HSE Plan.

The CONTRACTOR and CONTRACT HOLDER’s HSE Support person shall confirm the
inclusion of the Subcontracting scope and the name of selected SUBCONTRACTOR in
the HSE Plan by endorsing the HSE Plan. This shall be completed before the CONTRACT
Kick off meeting.

For Mode 2 HSSE High Risk Contracts, HSE Capability Assessment shall be carried out
on the SUBCONTRACTOR by the CONTRACTOR using his Capability Assessment
Procedure, if the CONTRACTOR chooses to execute the work using the
SUBCONTRACTOR HSE MS. The CONTRACTOR shall demonstrate the HSE Capability
Assessment of the SUBCONTRACTOR to the CONTRACT HOLDER. On the other hand,
there will be no HSE Capability Assessment of the SUBCONTRACTOR if his work
activities will be guided by the CONTRACTOR’s HSE MS. The CONTRACTOR shall
remain accountable for the HSE performance by her SUBCONTRACTOR.

However, in CONTRACTS which include the provision of services involving Marine

vessels, Coiled Tubing, Well testing, Slickline and any other CONTRACT where the
SUBCONTRACTOR is the main risk mitigator, a full independent HSE Capability
Assurance shall be carried out on the SUBCONTRACTOR by the CONTRACT HOLDER
for purposes of confirming the CONTRACTOR’s HSSE certification of the proposed
SUBCONTRACTOR. An Improvement Plan from the Capability Assessment will be
included as part of the HSE Plan for tracking during CONTRACT execution. The
CONTRACTOR shall specifically track and report this to the CONTRACT HOLDER.
Compliance to this will also be reviewed during BPRs between THE COMPANY and the
CONTRACTOR while the CONTRACTOR shall relay this review to her
SUBCONTRACTOR(s). Thereafter, the CONTRACTOR shall present evidence of this to
the CONTRACT HOLDER.
10.3 Due Diligence in Subcontracting
If the Counterparty is a Government Intermediary (GI), Distributor or
Contractor/Supplier, the CONTRACTOR must undertake his own due diligence on his
SUBCONTRACTOR, showing the Ultimate Beneficiary Owner (UBO) of the proposed
SUBCONTRACTOR. The CONTRACTOR shall submit a confirmation and evidence of this
to the CONTRACT HOLDER.

Such due diligence must be undertaken prior to seeking Shell’s consent. THE
COMPANY’s consent to subcontracting must not be given unless due diligence has
been performed first by the CONTRACTOR.

10.4 Tendering the Subcontracting Scope

The CONTRACTOR shall tender the subcontracting scope in a transparent, verifiable
manner. The CONTRACTOR may share the proposed Subcontract Tender with the
CONTRACT HOLDER, to ensure it addresses all aspects of the scope of work proposed
for subcontracting.

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 98

 Where the Subcontracting scope entails proof of Technical and/or Process Safety
capability, the CONTRACTOR shall request the proposed SUBCONTRACTOR to submit
the following documents mandatorily, where applicable:

a. Equipment QA/QC report for all equipment to be utilized in the performance of

the work;
b. Certificate of Conformance (CoC) for all pressure containment equipment to be
utilized in the performance of the work;
c. Certificate of Service (CoS) for all pressure containment equipment to be utilized
in the performance of the work;
d. Equipment Maintenance Plan for all equipment to be utilized in the performance
of the work and such Maintenance Plan must be in line with the OEM’s
recommendations;
e. Resume and records of technical competence of the Subcontractor’s personnel
that would be engaged in the performance of the work;
f. Evidence of ownership of all the equipment to be engaged in the performance of
the work complete with equipment part numbers and serial numbers traceable
to the equipment owner.

The CONTRACTOR shall, on receipt of the Subcontract bid(s), independently evaluate

the bid(s) submitted by the proposed Subcontractor(s) and share the preferred
SUBCONTRACTOR with THE COMPANY. The CONTRACTOR shall show evidence of all
the checks demonstrating the capability and capacity of the proposed Subcontractor
to deliver the Subcontracting scope.

10.5 Reimbursable Element(s)

To source for Reimbursable services/materials from the SUBCONTRACTOR, the
responsibility to demonstrate ‘value for money’ resides with the CONTRACTOR.

In the procurement of materials via a SUBCONTRACTOR, the CONTRACT HOLDER shall

confirm the CONTRACTOR’s demonstration of ‘value for money’ via a competitively
tendered process or confirmation by OEM or relevant Benchmarks or input from the
Procurement Team.

For Services, the CONTRACTOR shall also demonstrate that the price outcome is a
product of a competitive tender, utilizing SUBCONTRACTORS with capability as
approved by the CONTRACT HOLDER, who also has to obtain benchmarks to validate
price.
The CONTRACT HOLDER shall give his express approval of the CONTRACTOR’s selected
bidder and cost of delivery of the proposed Reimbursable services/materials before
award to the SUBCONTRACTOR by the CONTRACTOR.

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 99

 10.6 Terms of Contract
The CONTRACTOR shall issue a document to the SUBCONTRACTOR defining the
contractual relationship and the Terms and Conditions of the CONTRACT between
them. The CONTRACT document shall convey the commercial terms of the
CONTRACT, Scope of WORK, in addition to THE COMPANY’s Terms and Conditions,
Ethics and Compliance and Business Principles.

10.7 Contract Kick-Off Meeting.

The CONTRACT HOLDER shall convene a Contract Kick Off meeting between
COMPANY and CONTRACTOR and CONTRACTOR shall relay outcome of the contract
kick-off meeting to her SUBCONTRACTOR(s). The SUBCONTRACTOR personnel shall
join/participate in the daily Tool Box meetings set up by the CONTRACTOR during
work execution.

The modalities for operationalizing the SUBCONTRACTOR Plan shall be extensively

discussed during the Kick-Off meeting and shall form part of the Contract Kick off
Minutes of Meeting. The modalities for operationalizing the Subcontractor Plan shall
be signed off by the CONTRACTOR and her SUBCONTRACTOR leadership and their
respective HSE Managers. The CONTRACTOR shall present evidence of this sign off to
the CONTRACT HOLDER thereafter.

PPEs and HMO services shall be provided for the SUBCONTRACTOR staff in line with
the agreement between the CONTRACTOR and the SUBCONTRACTOR. The
CONTRACTOR shall ensure early pre-mobilization of SUBCONTRACTOR to allow for
time to close out findings.

10.8 Performance of the Work.

The CONTRACTOR shall remain fully accountable for the work output of her
SUBCONTRACTOR while the SUBCONTRACTOR is engaged in the performance of the
work with the CONTRACTOR making sure to be part of the work from planning to
execution. During work planning and execution, with the permission of THE
COMPANY, the CONTRACTOR may bring in her SUBCONTRACTOR into pre-job
meetings, Technical review sessions, Toolbox talks, After Action Reviews and other
operations engagements convened by THE COMPANY for the purpose of engaging in
technical discussions so that technical details are not lost. Notwithstanding the
involvement of the CONTRACTOR’s SUBCONTRACTOR in these meetings, the
CONTRACTOR remains accountable for the work of her SUBCONTRACTOR.

For materials/equipment/spares delivered directly to site by the SUBCONTRACTOR,

the CONTRACTOR shall show evidence of Proof of Delivery and any other applicable
standard QA/QC requirement to the CONTRACT HOLDER before payment can be
processed.

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 100
ARTICLE 11 - INSURANCE CERTIFICATES

11.1 Requirements

Within fifteen working days of CONTRACT signature, the CONTRACTOR shall supply
THE COMPANY with evidence that all the insurance requirements set out in Articles
31 of this CONTRACT, have been obtained.

11.2 Renewable Insurances

In the event that any of the insurances are renewable during the term of the
CONTRACT, the CONTRACTOR shall provide the COMPANY, no later than fifteen
working days after expiry of the insurances, with evidence of renewal of such
insurances.

ARTICLE 12 - PLANNING
The CONTRACTOR shall be fully responsible for all detailed planning and scheduling
necessary to ensure the WORK is completed in accordance with the CONTRACT. The
CONTRACTOR’s planning and scheduling shall encompass all phases of the WORK, including
those performed by its SUBCONTRACTORS.

ARTICLE 13 - DOCUMENTATION AND DOCUMENT CONTROL

13.1 The CONTRACTOR shall be responsible for providing and maintaining all documentation
required for the performance of the WORK, as well as documentation to be provided for the
COMPANY in accordance with the CONTRACT.
13.2 No later than two (2) months after the EFFECTIVE DATE OF COMMENCEMENT OF THE
CONTRACT, the CONTRACTOR shall submit to THE COMPANY a list of all drawings (except
shop drawings, if any) and documents it proposes to create during the course of the WORK.
13.3 Within fourteen (14) days of receipt of the list described in Clause 15.2 above, the COMPANY
shall return it to the CONTRACTOR notated to show which documents
(a) The COMPANY shall approve (e.g. welding specifications and the like),
(b) The COMPANY shall comment on,
(c) Area for information only and,
(d) The COMPANY does not need to see.

ARTICLE 14 - HANDOVER
14.1 When the CONTRACTOR considers that it has completed all work required to enable
HANDOVER of the PERMANENT WORK or part of the PERMANENT WORK to take place, the
CONTRACTOR shall request the COMPANY to issue a HANDOVER Certificate. If the COMPANY
agrees that part or all of the PERMANENT WORK has been completed, it shall issue the
requested HANDOVER Certificate. Alternatively the COMPANY shall inform the CONTRACTOR
of any deficiencies.

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 101
14.2 In the event that the CONTRACTOR fails to achieve HANDOVER by a SCHEDULED HANDOVER
DATE and the COMPANY requires use of the PERMANENT WORK or part of the PERMANENT
WORK on or after the SCHEDULED HANDOVER DATE, then the COMPANY shall issue a
HANDOVER Certificate to the CONTRACTOR. The COMPANY shall detail on the Certificate that
part of the WORK scheduled to be complete but which is not complete.
14.3 A pro forma of the HANDOVER Certificate to be used when administering HANDOVER is
attached as Appendix 4.

ARTICLE 15- COMPLETION AND CONTRACT CLOSURE PROCEDURE

15.1 Completion
Following completion of the WORK under a PURCHASE ORDER and in accordance with
the provisions of the CONTRACT, the CONTRACTOR shall issue to the COMPANY a
Notification of Completion. The COMPANY shall thereupon issue to CONTRACTOR a
Work Completion Certificate (WCC). A specimen copy of the Notification of
Completion and the Work Completion Certificate may be obtained from the
COMPANY REPRESENTATIVE.

15.2 CONTRACT Closure Certificate

15.2.1 Within ninety DAYS of issue of the last WCC under the CONTRACT, the COMPANY shall
issue to the CONTRACTOR a CONTRACT Closure Certificate in duplicate.

For WORKS where the provision of the Article headed ‘Defects Correction’ in the
Articles of Agreement is applicable, the calculation of the ninety DAYS period shall
become effective from the expiration date of such Defects Correction Period or, in
cases where defects are corrected, from the expiration of the Defects Correction
Period for such corrected defects.

15.2.2 If there are monies due from the COMPANY to the CONTRACTOR, in accordance with
the CONTRACT, the CONTRACTOR shall submit to the COMPANY within 30 days of
receiving the last WCC, an invoice for the monies due, referring to the WCC. The
COMPANY shall within forty-five DAYS of receipt of such invoice pay to CONTRACTOR
the final amount of monies due.

15.2.3 If there are no monies due to the CONTRACTOR or if there are monies due, when
these are paid, then the CONTRACTOR shall sign a copy of the CONTRACT Closure
Certificate and return it to.

15.2.4 When the COMPANY has received from the CONTRACTOR a copy of the CONTRACT
Closure Certificate signed by the CONTRACTOR and the COMPANY is satisfied that all
monies due under the CONTRACT have been settled, then the COMPANY shall close
and archive the account for the applicable CONTRACT.

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 102
 APPENDIX V.1_ – NIGERIAN CONTENT MONITORING FORM TEMPLATE

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 103
APPENDIX V. 3 - CERTIFICATE OF MILESTONE COMPLETION

COMPANY ………<Insert corporate entity name)

Project:

CONTRACTOR:

CONTRACT No:

CONTRACT Title:

Location:

MILESTONE No. : .................................................................................

CERTIFICATE OF MILESTONE COMPLETION

In respect of the above numbered MILESTONE, COMPANY hereby issues to the CONTRACTOR this
Certificate of MILESTONE Completion.

(On receipt of this Certificate the CONTRACTOR shall invoice COMPANY for the amount due in
accordance with Section III - SCHEDULE OF PRICES for completion of the above numbered MILESTONE,
specified on the attached MILESTONE Summary Sheet.) Note: Delete if not applicable

This Certificate does not relieve the CONTRACTOR of any of its obligations to COMPANY under the
CONTRACT, nor does it affect any statutory or common-law rights held by COMPANY or the
CONTRACTOR.
For COMPANY
By:

Name:

Title: COMPANY REPRESENTATIVE Date:

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 104
 APPENDIX V .4 - HANDOVER CERTIFICATE

SHELL……<Insert corporate entity name>……………

Project:
CONTRACTOR:
CONTRACT No:
CONTRACT Title:
HANDOVER CERTIFICATE
In respect of the <Insert ‘PERMANENT WORK’ or some clearly defined part of it>, SHELL hereby
issues to the CONTRACTOR this HANDOVER Certificate.
This Certificate does not relieve the CONTRACTOR of any obligations to SHELL under the
CONTRACT not does it affect any statutory or other legal rights held by SHELL or the
CONTRACTOR.
Capitalised words and phrases in this Certificate shall have the meanings ascribed to them in the
CONTRACT.

For SHELL

By: ............................................... . Name ..................................................

Date of Signature: ...............................................

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 105
 APPENDIX V.5 – NOTIFICATION OF COMPLETION

SHELL……<Insert corporate entity name>……………

Project :

CONTRACTOR :

CONTRACT No :

CONTRACT Title :

NOTIFICATION OF COMPLETION

The CONTRACTOR hereby notifies SHELL that it considers its obligations under the CONTRACT to be
fulfilled and requests that SHELL issue a Certificate of Completion

For CONTRACTOR

BY:

(Name and Title)

DATE:

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 106
 APPENDIX V.6 – CERTIFICATE OF COMPLETION

SHELL……<Insert corporate entity name>……………

Project :

CONTRACT No :

CONTRACT Title :

CONTRACTOR :

CERTIFICATE OF COMPLETION

In respect of the above CONTRACT, SHELL hereby issues to the CONTRACTOR this Certification of
Completion

On receipt of this Certificate the CONTRACTOR shall invoice Shell for release of the first portion of
the retention monies in accordance with Section II – ARTICLES OF AGREEMENT, the Article headed
TERMS OF PAYMENT

This certificate does not relieve the CONTRACTOR of any continuing obligation to SHELL under the
CONTRACT, nor does it affect any statutory or common-law rights held by SHELL.

FOR: SHELL

BY:

SHELL REPRESENTATIVE

Date of Signature:

COMPLETION DATE:

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 107
 SECTION VIII – HSSE REQUIREMENTS

PART A

PURPOSE
This Section is intended to provide both mandatory HSSE requirements which CONTRACTOR
GROUP must comply with in execution of SCOPE and minimum required elements for the
management of HSSE risks.
In setting out requirements, COMPANY GROUP assumes no liability for CONTRACTOR’s HSSE
responsibilities.

ADDITIONAL DEFINED TERMS

Where used in this Section, the following capitalised words and expressions will have the
following meanings. Other capitalized words in this Section have the meaning given to them in
the DEFINITIONS AND INTERPRETATION Section of the CONTRACT.
ALARP (As Low as Reasonably Practicable) meaning such level of reduction of risk where
the cost and effort of further reduction measures becomes unreasonably
disproportionate to the additional risk reduction obtained.

CONTRACT HSSE PLAN a document prepared by CONTRACTOR which describes the HSSE activities for
each phase of the SCOPE which are necessary to meet the HSSE STANDARDS. The
document will address HSSE risk management, associated controls, personnel
competence, personnel with performance assessments, and continuous
improvement initiative.
EMERGENCY RESPONSE The activity of mitigating the consequences of an INCIDENT and facilitating the
return to normal operations.
HAZARD an agent with the potential to cause harm to people, damage to assets, or an
impact on the environment or community.
HIGH POTENTIAL INCIDENT an INCIDENT which has a consequence with a severity rating to people, the
environment, assets or reputation of 4 or 5 on COMPANY Risk Assessment Matrix
(RAM). A HIGH POTENTIAL INCIDENT can result in injury or illness to people or
damage to assets, the environment or COMPANY GROUP’s reputation, or it can
be a near miss.
HSSE CRITICAL ACTIVITY an activity necessary for the development, implementation or maintenance of a
Barrier established for managing Hazards with COMPANY RAM red risks or yellow
5A or 5B risks.
HSSE CRITICAL ROLE a job that can impact significantly on the execution of an HSSE critical activity at
the front line operational or planning/supervisory level.
HSSE-MS (HSSE Management System) meaning a documented system comprising the
structure, practices, procedures, processes, resources and responsibilities that a
business does to manage and meet its HSSE objectives.
INCIDENT an unplanned event or chains of events that result or could result, as in the case
of near misses, in injury or illness to people or damage to assets, the environment
or reputation.

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 108
 PERMIT TO WORK (PTW) a written system used to control and approve work and to communicate work
requirements. It identifies the individuals who are responsible for specifying
controls, verifying conditions at the work site authorising the work, and records
by signature their understanding of these controls and duties.
SIGNIFICANT INCIDENT an INCIDENT that has a consequence with a severity rating to people, the
environment, assets or reputation of 4 or 5 on COMPANY Risk Assessment Matrix
(RAM).

COMPLIANCE WITH COMPANY GROUP WORKSITE REQUIREMENTS

In connection with performance of the CONTRACT, CONTRACTOR will adhere to the following
requirements:

(a) CONTRACTOR in performing SCOPE will conduct all activities in accordance with the COMPANY
HSSE-MS, the elements of which are further detailed below.

(b) Where CONTRACTOR identifies that there are risks associated with SCOPE which are not
covered by the HSSE STANDARDS, or where CONTRACTOR concludes the HSSE STANDARDS may
be inadequate, CONTRACTOR will immediately notify COMPANY. CONTRACTOR will thereafter
diligently work with COMPANY to agree on additional or revised HSSE STANDARDS prior to
proceeding with the relevant part of the SCOPE.

HSSE MANAGEMENT SYSTEM (HSSE-MS)

4.1 CONTRACTOR’s Obligation for an HSSE-MS

(a) CONTRACTOR will effectively implement the HSSE-MS provided by COMPANY. At COMPANY’s
request, and without limiting CONTRACTOR’s obligations, CONTRACTOR will provide to
COMPANY information documenting CONTRACTOR’s implementation of the HSSE-MS for
review by COMPANY.

(b) COMPANY has the right to verify the overall effectiveness of the HSSE-MS in place, including
interfaces with SUBCONTRACTORS.

(c) CONTRACTOR will reasonably cooperate with COMPANY where required to assure that where
the HSSE-MS is certified by a recognised body, it remains in place during the entirety of the
performance of the SCOPE.
4.2 General HSSE requirements to be implemented from the HSSE-MS

(a) CONTRACTOR will at all times demonstrate its commitment to HSSE and will ensure that all
managerial and senior supervisory personnel of CONTRACTOR GROUP:
(i) be mindful of HSSE risks
(ii) demonstrate visible HSSE leadership through communication, worksite visits,
participation in HSSE activities, HSSE interventions, and feedback
(iii) motivate, coach, and develop personnel in effective HSSE management; and
(iv) hold individuals accountable to comply with HSSE STANDARDS and CONTRACTOR’s own
manuals, standards, rules and procedures.

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 109
(b) CONTRACTOR will establish and maintain the resources needed, including people, equipment,
materials, information, and time, to implement COMPANY HSSE-MS and comply with
APPLICABLE LAWS.
(i) CONTRACTOR will identify HSSE CRITICAL ROLES, accompanying competence
requirements and related assurance requirements. These will be subject to approval by
COMPANY prior to the start of performance of SCOPE.
(ii) CONTRACTOR will implement a competency assurance process that assures that all
CONTRACTOR PERSONNEL have and maintain the HSSE competencies necessary to
perform activities supporting performance of the CONTRACT.
(iii) CONTRACTOR will have a training programme for CONTRACTOR PERSONNEL that
supports the management of the HSSE Risks of the CONTRACT.

(c) CONTRACTOR will continuously manage the HSSE risks associated with the SCOPE by means of
a structured methodology following internationally recognised practices in line with HSSE
STANDARDS. The risk management activities will demonstrate that HAZARDS (and associated
risks) are identified and where the HAZARD cannot be eliminated, the risks are managed to
ALARP.
(i) CONTRACTOR’s risk management activities will include:
(A) development of a list of all activities that will be used as a basis to determine the
scope of reviews;
(B) development of a list of the HSSE HAZARDS of each identified activity;
(C) the assessment of the risk associated with the each identified activity in SCOPE,
and applying the COMPANY risk assessment matrix (RAM);
(D) a description of how each HAZARD will be controlled and the need for specific job
hazard analysis when the normal procedures and controls are expected to be
inadequate;
(E) implementation of risk reduction measures to control or mitigate the HAZARD and
its effects; and
(F) planning for recovery in the event of a loss of control leading to an unacceptable
effect.

(d) CONTRACTOR will comply with:

(i) COMPANY PERMIT TO WORK process to manage the risks of hazardous work;
(ii) COMPANY’s Management of Change procedures; and
(iii) COMPANY EMERGENCY RESPONSE plans, including those for medical emergencies and
spills or releases to the environment to maintain preparedness.

(e) CONTRACTOR will ensure it has a fully implemented fitness to work process that assures that
all CONTRACTOR PERSONNEL engaged in supply of SCOPE are medically and physically fit to
perform work within SCOPE.

(f) CONTRACTOR will provide and maintain safe and healthy working conditions for all
CONTRACTOR PERSONNEL. Tools or equipment that the CONTRACTOR plans to use must be
suitable and safe to use for SCOPE..

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 110
(g) CONTRACTOR will report HSSE performance that meets the performance and monitoring
requirements as communicated from time to time by COMPANY, including leading and lagging
key performance indicators (“KPIs”) as agreed between COMPANY and CONTRACTOR.

(h) CONTRACTOR will take corrective action to improve HSSE performance that does not meet the
KPIs agreed between CONTRACTOR and COMPANY.

(i) CONTRACTOR will report all incidents, including near misses, to COMPANY.

(j) CONTRACTOR will comply with COMPANY’s reporting requirements regarding INCIDENTS
associated with the SCOPE and cooperate in all cases where COMPANY determines to
investigate the INCIDENT.

(k) CONTRACTOR PERSONNEL will, at the request of COMPANY, attend and contribute to
COMPANY's INCIDENT investigation in a manner prescribed by COMPANY.

(l) COMPANY may recommend and communicate corrective action arising from an INCIDENT
investigation to CONTRACTOR and CONTRACTOR will be solely responsible to ensure that all
recommended actions are taken.

(m) CONTRACTOR will periodically perform self-audits, reviews and inspections to determine the
effectiveness of the HSSE-MS and various HSSE programs and initiatives. CONTRACTOR will also
perform audits, reviews, and inspections on its SUBCONTRACTORS. CONTRACTOR will
implement areas of improvement arising from CONTRACTOR audits.

(n) COMPANY will have the right to review CONTRACTOR’s compliance with the HSSE STANDARDS
on a scheduled basis. These reviews may take place prior to commencement of the SCOPE,
during its execution (e.g. at the conclusion of certain major milestones), and at completion of
the SCOPE. The inspections may entail WORKSITE visits, document reviews, and CONTRACTOR
PERSONNEL interviews.
(i) For implementation, monitoring and closure of action items from such audit findings:
(A) CONTRACTOR will ensure that responses to non-compliance findings and areas of
improvement from its own and COMPANY audits, inspections, and reviews are
documented. CONTRACTOR will implement all recommendations from such audits,
inspections, and reviews within time scales mutually agreed between COMPANY
and CONTRACTOR.
(B) CONTRACTOR will develop and maintain an action tracking register for all
recommendations resulting from both CONTRACTOR and COMPANY audit
activities. The status of all actions in the action tracking register will be monitored
and reported as part of the monthly reporting cycle. The resolution of each
recommendation will be documented in the action tracking register.

SUBCONTRACTOR MANAGEMENT REQUIREMENTS

Where CONTRACTOR has received approval from COMPANY to SUBCONTRACT portions of the
SCOPE, and without limiting CONTRACTOR liability, CONTRACTOR will have a documented
process for the selection and management of SUBCONTRACTORS that ensures that any
SUBCONTRACTOR engaged to perform any portion of the SCOPE complies with HSSE
STANDARDS.

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 111
 CONTRACT HSSE PLAN
6.1 Requirements for CONTRACT HSSE PLAN
CONTRACTOR will submit the CONTRACT HSSE PLAN, applicable to the SCOPE, to COMPANY for
approval, if and when requested by COMPANY. The CONTRACT HSSE PLAN, at a minimum, will
include:
(i) full incorporation of IOGP 459 Life Saving Rules, available at https://www.iogp.org/life-
savingrules/;
(ii) specification of the controls the CONTRACTOR will use to manage the HSSE Risks of
SCOPE;
(iii) a monitoring and reporting plan, regularly reviewed with the COMPANY, that enables the
COMPANY to verify the implementation of the HSSE STANDARDS and CONTRACT HSSE
PLAN and ensure they are effective at managing the risks;
(iv) a process to identify and mitigate performance gaps against the CONTRACT HSSE PLAN
with COMPANY agreement on gap closure plans;
(v) a list of HSSE CRITICAL ROLES associated with the SCOPE and the competencies of
CONTRACTOR PERSONNEL assigned to those roles;
(vi) a process to identify and regularly review with the COMPANY any agreed leading and
lagging HSSE key performance indicators (KPIs) and any other management data required
to be collected in performance of the SCOPE;
(vii) a schedule of all HSSE meetings together with typical agenda and participants;
(viii) (a detailed plan of CONTRACTOR's proposed HSSE activities during the SCOPE including
those activities intended to support any leading KPIs agreed upon; and
(ix) a schedule of monitoring activities and HSSE audits that may be undertaken by
CONTRACTOR in performance of the SCOPE.
6.2 CONTRACTOR responsibilities for CONTRACT HSSE PLAN

(a) CONTRACTOR will revise the CONTRACT HSSE PLAN as and when required, including upon
addition of any SCOPE not covered by the original CONTRACT HSSE PLAN. If at any time the
CONTRACT HSSE PLAN is considered by either COMPANY or CONTRACTOR to be inadequate in
practice, CONTRACTOR will revise the CONTRACT HSSE PLAN accordingly. All revisions to the
CONTRACT HSSE PLAN must be approved by COMPANY prior to implementation.

(b) CONTRACTOR is solely responsible for implementing the CONTRACT HSSE PLAN, communicating
its relevant parts, including subsequent revisions, to CONTRACTOR PERSONNEL and requiring
CONTRACTOR PERSONNEL to comply with the CONTRACT HSSE PLAN.

(c) CONTRACTOR will include SUBCONTRACTOR activities in the CONTRACT HSSE PLAN.

CW489346_ PROVISION OF PROJECT SUPPORT SERVICES FOR REAL ESTATE PROJECTS 112
 PART B

1 Personal Protective Equipment

(a) CONTRACTOR will apply the following hierarchy of control to manage personal protective
equipment use:
(i) eliminate the HAZARD or exposure;
(ii) substitute materials or equipment to reduce the hazard or exposure;
(iii) use engineering control of the HAZARD or exposure;
(iv) use procedural control of the HAZARD or exposure; and
(v) use personal protective equipment.

(b) CONTRACTOR will verify that personal protective equipment remains effective when the
HAZARD, exposure, or controls change.

(c) CONRACTOR will establish and maintain a procedure to manage the use of personal protective
equipment. In particular, CONTRACTOR will:
(i) document the arrangements for people to have fitness evaluation prior to the use of
respiratory protection in line with the requirements in the Fitness To Work provision, as
set out in the CONTRACT, or if not set out in the CONTRACT, as required by COMPANY;
and
(ii) specify:
(A) where and when personal protective equipment must be used;
(B) the types of personal protective equipment to be used;
(C) methods for making people aware of when and where personal protective
equipment must be used;
(D) how people are fitted for personal protective equipment;
(E) how people are trained to put on and use personal protective equipment and
trained in the limitations of its use; and
(F) how to issue, inspect, maintain, store, and replace personal protective equipment.

2 Electrical Safety

(a) CONTRACTOR will use only authorised persons to work on electrical equipment in line with the
qualification and authorisation process within the agreed upon electrical safety rules.

(b) CONTRACTOR will use equipment or work instructions that manage ignition sources caused by
electrical equipment or static electricity in classified areas by:
(i) managing the selection, installation and inspection/maintenance of electrical equipment
in classified areas; and
(ii) using equipment and work practices that manage static electricity.

(c) CONTRACTOR will manage work on or near electrical equipment and provide safe isolation
through the following:

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 (i) provide PERMIT TO WORK for electrical work that could expose CONTRACTOR
PERSONNEL to harmful electrical energy as specified by the electrical safety rules;
(ii) de-energise and isolate equipment as required in the Safe Isolation - Lock Out, Tag Out
provision, as set out in the CONTRACT, or if not set out in the CONTRACT, as required by
COMPANY;
(iii) verify that there is no voltage and, when required, using earthing, physical barriers,
protective equipment, special tools, or other controls to prevent harm to personnel when
it is not possible to de-energise equipment;
(iv) obtain signed authorisation from an authorised person designated by the electrical safety
rules for switching, testing, and working on electrical equipment; and
(v) control work, equipment near underground and overhead electrical HAZARDs to prevent
contact with energised lines or equipment.

(d) CONTRACTOR will control electrical work in design and construction by:
(i) providing a mutually agreed upon system to review and approve the design, installation,
and bringing into service of permanent or temporary electrical systems and facilities;
(ii) obtaining COMPANY approval whether newly constructed electrical equipment may be
connected to COMPANY electrical power distribution and generation systems; and
(iii) verifying that electrical drawings are provided and maintained.

3 Fitness to Work

(a) CONTRACTOR will identify all job tasks requiring evaluation of fitness to work, including
evaluations for the following job tasks:
(i) aircraft refuelling;
(ii) catering, preparing, or handling unwrapped foods ready for consumption;
(iii) expatriate assignments including long and short term international assignments and
international commuter assignments;
(iv) fire-fighting and rescue team member work;
(v) frequent business travel;
(vi) crane operator work;
(vii) professional driver work;
(viii) remote location work; and
(ix) use of respiratory protection that requires a tight seal to protect the user.

(b) CONTRACTOR will review the health risk assessment, and documented demonstration of ALARP
to identify any other job tasks that require fitness to work evaluation.

(c) CONTRACTOR will, with human resources professionals, define and apply a process to manage
CONTRACTOR PERSONNEL who have been determined to be unfit for a required task.
(i) CONTRACTOR will include, and provide employees with access to an appeal process
associated with fitness to work.

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 (ii) CONTRACTOR will, where permitted by APPLICABLE LAWS, include a requirement that
CONTRACTOR PERSONNEL advise their supervisor or health professional designated by
CONTRACTOR of a change in their physical or psychological capacity for work.

(d) CONTRACTOR will verify that CONTRACTOR PERSONNEL identified by this provision as having
fitness for work requirements complete fitness to work evaluations.
(i) CONTRACTOR will designate CONTRACTOR PERSONNEL having fitness for work
requirements unfit for the task until the fitness to work evaluations are completed and
that person is deemed fit.

(e) CONTRACTOR will identify any CONTRACTOR PERSONNEL who may not be fit for work and only
assign work to CONTRACTOR PERSONNEL who are fit for the work.
(i) CONTRACTOR will refer CONTRACTOR PERSONNEL to a health professional designated by
CONTRACTOR when there is a concern about the individual’s fitness to work, or before
any CONTRACTOR PERSONNEL returns to work following an injury or illness that could
affect fitness for work.

(f) CONTRACTOR will review any work restrictions provided by the health professional and
subsequently approve changes in work assignment or return to work of any CONTRACTOR
PERSONNEL.

(g) CONTRACTOR will establish protocols and set criteria for evaluations for fitness to work.

(h) CONTRACTOR will maintain a process for CONTRACTOR PERSONNEL to appeal against the
results of the fitness to work evaluation.

4 Fatigue Risk Management

(a) CONTRACTOR will identify and record any HSSE critical positions where one or more of the
situations covered below occur or may occur
(i) a planned shift length, excluding overtime and handovers, greater than 12 hours within
a 24-hour period;
(ii) overtime resulting in working hours exceeding 12 hours more than once per month;
(iii) overtime or call-outs resulting in more than 16 working hours in one calendar day;
(iv) shift work or call-outs at any time between 22:00 and 06:00, including shifts that start
during or extend into this period;
(v) day-to-day changes to shift start times that are a change of more than three hours;
(vi) more than 28 days of consecutive work without at least 24 hours of continuous time-off.

(b) CONTRACTOR will establish and maintain a fatigue risk management plan for HSSE critical
positions identified under this provision.

(c) CONTRACTOR will provide fatigue risk management awareness training for supervisors who are
in roles that apply the fatigue risk management plan.

(d) CONTRACTOR will include consideration of the potential contribution of the risk of fatigue when
investigating significant and HIGH POTENTIAL INCIDENTS, as applicable.

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(e) CONTRACTOR will make individuals in identified HSSE critical positions aware of the risks of
fatigue associated with lack of time off for sleep.

5 Alcohol and Drugs

(a) CONTRACTOR will establish an alcohol and drugs policy that includes:
(i) standards of behaviour required by COMPANY;
(ii) awareness training;
(iii) rehabilitation;
(iv) testing; and
(v) disciplinary measures.

(b) CONTRACTOR will establish and maintain procedures to implement the alcohol and drugs
policy.

(c) CONTRACTOR will establish and maintain procedures for alcohol and drugs that include:
(i) design of alcohol and drugs testing;
(ii) treatment and rehabilitation programme; and
(iii) reintegration of employees into the workplace.

(d) CONTRACTOR will implement the alcohol and drugs policy and procedures.

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 APPENDIX 1A- COMPANY HSSE&SP POLICY

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 APPENDIX 1B- LIFE SAVING RULES

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