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MARAFIQ–SAUR MaSa-1-PM-PF-53
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ATTACHMENT C Rev. No.: 0

Price and Payment Provisions - EPC Contract Date of issue: 05 Apr 2020

KINGDOM OF SAUDI ARABIA

MARAFIQ SAUR OPERATION &
MAINTENANCE COMPANY (MaSa)

ATTACHMENT “C”
PRICE AND PAYMENT PROVISIONS – EPC CONTRACT

Contract PO No. ………

Project Title…………

PROPRIETARY NOTICE IMPORTANT

THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO MASA. ANY DISCLOSURE OR USE IS
EXPRESSLY PROHIBITED EXCEPT UPON WRITTEN PERMISSION BY MASA. Only document with stamps are considered official.
Classified as MARAFIQ Internal Use
Document ID No:
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OPERATION & MAINTENANCE COMPANY Page 2 of 7

ATTACHMENT C Rev. No.: 0

Price and Payment Provisions - EPC Contract Date of issue: 05 Apr 2020

Table of Contents
C.1 CONTRACT PRICE ......................................................................................................... 3

C.2 PAYMENT.................................................................................................................... 3

C.3 CURRENCY AND MANNER OF PAYMENT ....................................................................... 4

C.4 WITHHELD AMOUNTS.................................................................................................. 4

C.5 ASSIGNMENT OF MONIES ............................................................................................ 5

C.6 RETENTION AND FINAL PAYMENT ................................................................................ 5

C.7 DELAY PENALTY ........................................................................................................... 5

C.8 TABLE OF PRICES.......................................................................................................... 7

PROPRIETARY NOTICE IMPORTANT

THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO MASA. ANY DISCLOSURE OR USE IS
EXPRESSLY PROHIBITED EXCEPT UPON WRITTEN PERMISSION BY MASA. Only document with stamps are considered official.
Classified as MARAFIQ Internal Use
Document ID No:
MARAFIQ–SAUR MaSa-1-PM-PF-53
OPERATION & MAINTENANCE COMPANY Page 3 of 7

ATTACHMENT C Rev. No.: 0

Price and Payment Provisions - EPC Contract Date of issue: 05 Apr 2020

1. CONTRACT PRICE
MaSa shall pay to the CONTRACTOR the Contract Price as set out in C.8 Table of Prices including
applicable VAT as per provisions of KSA VAT Law and Regulations, as compensation in full for the
performance of the Work. The Contract price shall compensate for all the responsibilities and
obligations of the CONTRACTOR under the terms and conditions of this Contract, except as may be
otherwise expressly provided in this Contract.

2. PAYMENT
Payment shall be made within sixty (60) calendar days after receipt of acceptable invoice by Finance
for each work performed. Each invoice shall be prepared by CONTRACTOR in the form and manner
requested by MASA, and shall be submitted on a monthly basis with all supporting documents. If
necessary, MASA may require CONTRACTOR to substantiate the invoiced amount. However, in the
event MASA would object to any item or statement contained in any invoice, or to the sufficiency of
the invoice and supporting documents submitted in support thereof, MASA shall be entitled to
withhold whole or portion of the invoiced amount to which MASA objects from the payment or from
payment of subsequent invoices. MASA shall promptly notify CONTRACTOR or any such objection
and withholding and upon resolution thereof, shall pay CONTRACTOR any remaining invoiced
amount which is due and payable to CONTRACTOR in accordance with the terms and conditions of
this Contract. Payment of each invoice shall have evidence of Proponent Department approval prior
to making any payment. In case the vendor is a registered with tax authorities for VAT in KSA, the
invoice shall be a valid tax invoice complying with the provisions of KSA VAT Law and Regulations.

No payment shall be processed by MASA unless CONTRACTOR furnishes:

a. An acceptable Performance Bond/Bank Guarantee in accordance with Clause SC-6 of
Attachment “B”, Special Conditions and
b. Insurance certificate copies (Original Insurance Certificate shall be submitted for verification
only) in accordance with Clause GC.51 of Attachment “A”, General Terms and Conditions of
the Contract

In case the vendor is a registered with tax authorities for VAT in KSA, the invoice shall be a valid tax
invoice complying with the provisions of KSA VAT Law and Regulations.
MASA may, without prejudice to its rights available under this Contract including those under GC 44
of Attachment-A to the Contract and without notice to the CONTRACTOR and/or CONTRACTOR’s
guarantors or sureties, pay the subcontractors directly, and all such payment/s to the
subcontractor/s of the CONTRACTOR by MASA for all intents and purposes shall be deemed fully
certified/accepted by the CONTRACTOR unconditionally as also payment made to the CONTRACTOR
under the Contract. In no event, CONTRACTOR shall raise any dispute or hold MASA responsible for
any liability or otherwise, for any reason whatsoever.
PROPRIETARY NOTICE IMPORTANT
THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO MASA. ANY DISCLOSURE OR USE IS
EXPRESSLY PROHIBITED EXCEPT UPON WRITTEN PERMISSION BY MASA. Only document with stamps are considered official.
Classified as MARAFIQ Internal Use
Document ID No:
MARAFIQ–SAUR MaSa-1-PM-PF-53
OPERATION & MAINTENANCE COMPANY Page 4 of 7

ATTACHMENT C Rev. No.: 0

Price and Payment Provisions - EPC Contract Date of issue: 05 Apr 2020

CONTRACTOR shall submit Performance Bond/Bank Guarantee/Insurance Certificates and invoices

with supporting documentation to:

Accounts Payable – Section Head/The Manager, Finance Department

Marafiq Saur Operation & Maintenance Company (MaSa)
P.O. Box 36777, Jubail Industrial City 31961, KSA
Kingdom of Saudi Arabia

CONTRACTOR shall promptly pay each of its approved subcontractor, the amount to which said
subcontractor is entitled for subcontractor’s works. The CONTRACTOR is required to pay all
subcontractors for all work that the subcontractor has satisfactorily completed, no later than five (5)
business days after the CONTRACTOR has received payment from MASA for the relevant works.
A delay in or postponement of payment to the subcontractor requires good cause and prior written
approval of MASA. However, by such concurrence MASA shall not assume any responsibility for the
works under the Contract, nor the responsibility towards subcontractor/s of the CONTRACTOR.
CONTRACTOR shall be solely responsible for the works under the Contract, including payments to its
subcontractor/s, if any.
Without prejudice to MASA’s other rights and remedies under the Contract, MASA shall also have
the right to withhold payments to CONTRACTOR in the event of stoppage/delay of works at the work
site for any reasons whatsoever, including due to non-payment of subcontractor/s entitlements and
will not release such withheld payments until the CONTRACTOR ensures that the default is cured and
subcontractors have been paid for the works of which CONTRACTOR has received payment from
MASA and evidenced by sufficient documents submitted to MASA.
Failure to comply with these prompt payment requirements to subcontractor/s is a material breach
of the Contract, which may lead to any remedies permitted under the Contract and/or law, including,
but not limited to, CONTRACTOR debarment.

3. CURRENCY AND MANNER OF PAYMENT

Payment shall be made in _________ (currency) to CONTRACTOR by bank electronic account
transfer, net 60 days from the date of acceptable invoice by Finance.

4. WITHHELD AMOUNTS
Any amounts payable to CONTRACTOR hereunder may be withheld, in whole or in part, by MASA if:
(a) any claims are filed against CONTRACTOR by MASA or third parties or if MASA is required to
withhold such amounts by the Government of Saudi Arabia pursuant to the laws and
regulations of the Kingdom; or
(b) the CONTRACTOR is in default of any of the terms or conditions of this Contract; or
PROPRIETARY NOTICE IMPORTANT
THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO MASA. ANY DISCLOSURE OR USE IS
EXPRESSLY PROHIBITED EXCEPT UPON WRITTEN PERMISSION BY MASA. Only document with stamps are considered official.
Classified as MARAFIQ Internal Use
Document ID No:
MARAFIQ–SAUR MaSa-1-PM-PF-53
OPERATION & MAINTENANCE COMPANY Page 5 of 7

ATTACHMENT C Rev. No.: 0

Price and Payment Provisions - EPC Contract Date of issue: 05 Apr 2020

(c) there is reasonable doubt that this Contract can be completed within the time specified or for
the balance of the Contract Price then unpaid.
If the foregoing causes for withholding are remedied to the satisfaction of MASA, the withheld
payments shall forthwith be made. If such causes are not promptly remedied after written notice to
CONTRACTOR, MASA may rectify the same at CONTRACTOR's expense and deduct all costs and
expenses incurred thereby from such withheld payments or from any other monies due, or which
may become due to CONTRACTOR. If the amount of such withheld payments or other monies due to
CONTRACTOR under this Contract is insufficient to meet such costs, or if any claim against
CONTRACTOR is discharged by MASA after final payment is made, CONTRACTOR and its guarantors
or sureties, if any, shall promptly pay MASA all costs incurred thereby regardless of when such claim
arose or whether such claim imposed a lien upon the Permanent Works or the real property upon
which the Permanent Works are situated.

5. ASSIGNMENT OF MONIES
Further to the provisions of the General Condition hereof entitled “ASSIGNMENT OF THE
CONTRACT”, in the event that MASA consents to such assignment of monies, written notice shall be
given to MASA thereof at least ten (10) days before payment is due. Any assignment of monies shall
be subject to all proper set-offs in favour of MASA and to all deductions and withholdings provided
for in this Contract.

6. RETENTION AND FINAL PAYMENT

Retention of 10% shall be applied to the contract value and shall be released upon:
1. MASA’s issuance of Initial Acceptance Certificate,
2. CONTRACTOR submission of final invoice, in case the CONTRACTOR is a registered with tax
authorities for VAT in KSA, the invoice shall be a valid tax invoice complying with the
provisions of KSA VAT Law and regulations and;
3. Receipt of valid (unrestricted) final Zakat Certificate (for Saudi companies only).

7. DELAY PENALTY
7.1 Delay Penalty shall be assessed against CONTRACTOR for failure to complete the PROJECT
in accordance with the Initial Acceptance Date as mentioned in GC-41 of Attachment “A”
or for any delay of works beyond the agreed milestone dates and/or upon termination for
default issued at any time before the expiry of the Period of Performance based on MASA
assessment of the delay incurred in the Contract. Delay Penalty shall be calculated for each
day of delay based on the “Daily Average Cost” (DAC) of the PROJECT.

PROPRIETARY NOTICE IMPORTANT

THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO MASA. ANY DISCLOSURE OR USE IS
EXPRESSLY PROHIBITED EXCEPT UPON WRITTEN PERMISSION BY MASA. Only document with stamps are considered official.
Classified as MARAFIQ Internal Use
Document ID No:
MARAFIQ–SAUR MaSa-1-PM-PF-53
OPERATION & MAINTENANCE COMPANY Page 6 of 7

ATTACHMENT C Rev. No.: 0

Price and Payment Provisions - EPC Contract Date of issue: 05 Apr 2020

7.1.1 The DAC equals the CONTRACT Price as stated in Attachment “C” divided by the PROJECT
Duration (in days) as specified in SC-2 of Attachment “B”. That is,

CONTRACT PRICE (Saudi Riyals)

DAC =
PROJECT Duration (Days)

Delay Penalty shall be assessed in three stages as follows:

a) First Stage
For each day of delay up through 15 days or five percent (5%) of the PROJECT Duration,
whichever is greater, Delay Penalty shall be one-fourth of the Daily Average Cost.

b) Second Stage
For each day of delay beyond the initial 15 days or five percent (5%) of the PROJECT Duration,
and up through the next 15 days or five percent (5%), whichever is greater, Delay Penalty
shall be one-half of the Daily Average Cost.

c) Third Stage
For each day of delay beyond the second 15 days or five percent (5%) of the PROJECT
Duration, and up through the actual date of Initial Acceptance of the PROJECT, Delay Penalty
shall be the Daily Average Cost.

7.1.2 The Total Delay Penalty assessed against CONTRACTOR shall not exceed ten percent (10%)
of the Total CONTRACT Price. However, if the portion of the PROJECT not completed by the
Initial Acceptance Date does not prohibit full utilization of the PROJECT on this date and
does not cause any inconvenience in the utilization of other utility, then the Total Delay
Penalty shall not exceed ten percent (10%) of the value of the PROJECT not executed as
determined by MASA. In case MASA is required to discharge VAT liability on penalty, MASA
shall issue a debit note adjusting applicable VAT, as the case may be.

7.2 Delay Penalty for Project Portions

If the Project includes more than one (1) Project Portion, as may be indicated in
Attachment “D”, Scope of Work, of the Contract, the provisions of Sub-paragraphs C.7.1.1
and C.7.1.2 shall be applied separately for each Project Portion.

PROPRIETARY NOTICE IMPORTANT

THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO MASA. ANY DISCLOSURE OR USE IS
EXPRESSLY PROHIBITED EXCEPT UPON WRITTEN PERMISSION BY MASA. Only document with stamps are considered official.
Classified as MARAFIQ Internal Use
Document ID No:
MARAFIQ–SAUR MaSa-1-PM-PF-53
OPERATION & MAINTENANCE COMPANY Page 7 of 7

ATTACHMENT C Rev. No.: 0

Price and Payment Provisions - EPC Contract Date of issue: 05 Apr 2020

8. TABLE OF PRICES
Payment under this Contract is based on Schedule of Prices & Quantities as per below:

Prices & Quantities

Amount in SAR
S/N Descriptions UNIT QTY
(excluding VAT)

T O T A L

(to be filled up during awarding of Contract in accordance with the prices in the Form of Proposal)

PROPRIETARY NOTICE IMPORTANT

THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO MASA. ANY DISCLOSURE OR USE IS
EXPRESSLY PROHIBITED EXCEPT UPON WRITTEN PERMISSION BY MASA. Only document with stamps are considered official.