EXHIBIT 10.32
CONTRACT AND SERVICES
THIS AGREEMENT, between Caspian Consortium-R whose mailing address is: *
(hereinafter called COMPANY) and IDS Engineering, Inc. (hereinafter called
CONTRACTOR) whose address is ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇ ▇▇▇, provides for the performance CONTRACTOR of the work and services
stipulated below on the terms and conditions set forth. Unless otherwise
provided herein, all notices shall be given writing to the addresses stated
above or addresses given in writing to the other party from time to time.
1. WORK TO BE PERFORMED:
1.1. CONTRACTOR shall perform the work services which are described in Exhibit A
attached hereto, and made a part hereof, or by supplement or amendment by
written Work Order issued pursuant hereto (whether or not any Exhibit A be
attached), at the price or rates and on the terms described in either Exhibit A
or in such Work Orders. Work Orders (distinguished from oral or written field
work orders) may be issued only by COMPANY management personnel. Such work and
services shall be done in accordance with the plan specifications, instructions,
and other provisions which are either attached hereto and made a part hereof, or
are separately identified by signatures and incorporated herein by reference and
consistent with COMPANY standards. If such standards are not provided,
acceptable industry practice, local codes, or CONTRACTOR'S standards may be
employed, each with COMPANY prior written approval.
2. ENVIRONMENT:
2.1. CONTRACTOR shall exercise due diligence prevent pollution and any other
type of environmental damage during performance under this Contract. At all
times CONTRACTOR shall exercise great care and due caution regarding
CONTRACTOR'S engagement in ultrahazardous activities or use of ultrahazardous
materials during performance under this Contract, including but not limited to
activities involving the use of radioactive sources or explosive substances or
corrosive substances.
2.2. CONTRACTOR shall observe and comply with all applicable laws, rules,
orders, decrees and regulations concerning environmental protection as well as
COMPANY'S requirements regarding environmental protection. Further, in those
cases where has provided CONTRACTOR with a copy of an environmental protection
policy and/or made reference to a set of environmental guidelines, CONTRACTOR
shall comply with, or cause its employees, agents, servants, and subcontractors
to comply with said environmental protection policy and/or Guidelines.
3. CHANGES:
3.1. COMPANY reserves the right during the progress of the work to make any
changes, additions, or deletions in the original plans and specifications. All
changes shall be made in writing and accepted by both parties before CONTRACTOR
proceeds with the work thereon. Provisions permitting such alterations without
specific consent of the insurer shall be included in the terms of any
performance bond required hereunder, so that the validity of such bond shall not
be affected thereby. No bills for extras will be allowed unless ordered and
authorized by COMPANY, irrespective of any terms which may be contained in any
published price list, field work order, delivery ticket, or other paper (other
than Work Order) which may be issued in connection with the performance of the
work hereunder (whether specific reference is made to this contract or not), the
terms and conditions of this contract shall apply in determining the rights and
liabilities of the parties.
*CONFIDENTIAL TREATMENT REQUEST.
THE REDACTED MATERIAL HAS BEEN
SEPARATELY FILED WTIH THE COMMISSION.
Page 1
EXHIBIT 10.32
4. COMMENCEMENT AND TERM:
4.1. CONTRACTOR shall commence performance of the work and services contemplated
by this contract and thereafter prosecute the same diligently to completion
consistent with good industry practices and within the period of time prescribed
by COMPANY hereunder, or if none are specifically set forth, within a reasonable
time under the circumstances. Any Work Order issued hereunder may be canceled
by either party by written notice given at least fifteen (15) days previous to
the date provided for commencement of work and services thereunder. If no
specific term is stated in Exhibit A, this Contract and Services Agreement shall
continue in effect until terminated by written notice by either party given at
any time when there is no outstanding work in progress or under order.
5. SUPERVISION, INSPECTION AND DIRECTION:
5.1. COMPANY shall have no power or authority to direct, supervise or control
CONTRACTOR with respect to the means, manner or method of performance of the
work or services performed or rendered hereunder, and CONTRACTOR in the exercise
of his independent employment and as an independent contractor, shall select the
means, manner and method of performance thereof CONTRACTOR is responsible to
COMPANY only for the results to be obtained, but the work and services performed
or rendered hereunder shall meet with the approval of COMPANY or its designated
representative who shall be entitled to inspection to the extent necessary to
assure such results. At all times when work is in progress, there shall be a
▇▇▇▇▇▇▇ or head ▇▇▇▇▇▇▇ on the grounds as representative of the CONTRACTOR, and
also copies of the plans and specifications if such are part of the agreement.
Instructions given to such ▇▇▇▇▇▇▇ or head ▇▇▇▇▇▇▇ shall be considered as having
been given to the CONTRACTOR. COMPANY'S failure to make inspection or test, or
to discover defective workmanship, material or equipment, shall not relieve
CONTRACTOR from any responsibility. Payment of any funds by COMPANY shall not
constitute a waiver or acceptance of defects.
6. RECORDS AND AUDIT:
6.1. CONTRACTOR agrees to keep accurate records on a daily basis of the names of
the employees, starting and ending time for each length of lunch period, travel
time, the type of work performed by each, the materials used and other relevant
information COMPANY expressly requests, and to preserve same for at least two
years after the completion of each separate job under this Contract. COMPANY
shall have the right and from time to during reasonable business hours to
inspect and audit all of CONTRACTOR'S books and records bearing directly or
indirectly on the work and services performed hereunder and the prices and rates
charged therefore.
7. MATERIALS AND PERSONNEL:
7.1. CONTRACTOR shall furnish at its own expense any labor, superintendence,
bonds, permits, machinery equipment, tools, fuel, supplies, facilities
materials, transportation and all other things necessary for the performance and
completion of any work services hereunder, except such items as COMPANY
specifically agrees to furnish. Unless otherwise specified, all materials shall
be new and of a grade and quality deemed by COMPANY to be adequate for the
required use.
7.2. To the extent possible, in providing services hereunder, CONTRACTOR shall
utilize National personnel, suppliers and service contractors whose price,
quality, availability, and times of delivery are comparable to International
price, quality, availability, and times of delivery.
*CONFIDENTIAL TREATMENT REQUEST.
THE REDACTED MATERIAL HAS BEEN
SEPARATELY FILED WTIH THE COMMISSION.
Page 2
EXHIBIT 10.32
8. RISK OF LOSS:
8.1. CONTRACTOR: CONTRACTOR shall assume liability at all times for damage to
or destruction of CONTRACTOR'S equipment including, but not limited to, all
tools, machinery, and appliances regardless of when or how such damage or
destruction occurs. COMPANY shall be under no liability to CONTRACTOR for any
such loss.
8.2. COMPANY: Until written acceptance by COMPANY of construction or
installation work, or work and other services, all risk of loss, damage or
destruction by any cause of such work or of such materials or equipment of
CONTRACTOR used in such work shall be borne by CONTRACTOR.
9. INSURANCE:
9.1. CONTRACTOR and sub-contractors shall provide insurance specified on
Exhibit B attached hereto, covering all operations hereunder, with companies
forms and amounts acceptable to COMPANY, and shall furnish such evidence thereof
as may be required by COMPANY.
10. INDEMNITY:
10.1. CONTRACTOR agrees to release COMPANY from all liability for, and shall
protect, defend, indemnify and hold free and harmless COMPANY, its shareholders,
and their officers, directors, and employees from and against any and all
claims, demands and causes of action of every kind and character arising out of,
incident to, or in connection with this Contract or performance of work or
services hereunder, regardless of whether the liability therefore is based upon
some alleged act or omission of COMPANY or of some third or other party, whether
negligent or not, and including without limitation by enumeration all taxes,
claims, debts, fines, penalties, forfeitures, patent infringements, loss of use,
death, injury and damages to all CONTRACTOR personnel and property, together
with the amount of judgments, penalties, interest, court costs, legal and other
fees and expenses in connection therewith.
10.2. COMPANY agrees to release CONTRACTOR from all liability for, and shall
protect, defend, indemnify and hold free and harmless CONTRACTOR and the
officers, directors, and employees of CONTRACTOR from and against any and all
claims, demands and causes of action of every kind and character arising out of,
incident to, or in connection with this Contract or performance of work or
services hereunder, regardless of whether the liability therefore is based upon
some alleged act or omission of COMPANY or CONTRACTOR or of some third or other
party, whether negligent or not, and including without limitation by enumeration
all taxes, claims, debts, fines, penalties, forfeitures, patent infringements,
loss of use, death, injury and damages to all COMPANY personnel and property,
together with the amount of judgments, penalties, interest, court costs, legal
and other fees and expenses in connection therewith.
11. FAILURE TO PROSECUTE WORK:
11.1. Time and quality of work shall be of the essence of this Contract. In
case CONTRACTOR at any time shall fail in any way to prosecute the work herein
provided for with reasonable diligence and in a good, workmanlike and safe
mariner, COMPANY at its option upon three days written notice delivered to
CONTRACTOR, or its representative, or deposited in a registered mail or courier
service for which receipt is returned, terminate the work hereunder and
thereafter proceed with action for damages, or in the alternative, by its own
employees, or by separate independent contract, take control of this work for
the purpose of completing the same, furnishing all additional; labor, materials
and equipment required except for that equipment or materials which were
previously furnished by or bought by COMPANY for CONTRACTOR'S performance of
work and services hereunder. In the latter event, CONTRACTOR
*CONFIDENTIAL TREATMENT REQUEST.
THE REDACTED MATERIAL HAS BEEN
SEPARATELY FILED WITH THE COMMISSION.
Page 3
EXHIBIT 10.32
shall be entitled, upon completion of the work, to the difference between the
Contract price and the reasonable cost and expense incurred by COMPANY in
finishing said work. If such cost of completion should exceed the Contract
price, CONTRACTOR agrees to pay the excess to COMPANY as liquidated damages
agreed upon by the parties hereto in consideration of the difficulty of
ascertaining the actual damages by other means. If Contractor contends that its
performance is being delayed by COMPANY in any way, it shall notify COMPANY in
writing immediately of the exact nature of such claim or be held to have waived
same.
12. COMPLIANCE:
12.1. CONTRACTOR agrees to comply with COMPANY'S safety rules and procedures
while working on or near COMPANY'S premises and with all valid applicable
federal, republic, state and local laws, decrees, orders rules and regulations.
Identification of specific laws, orders, rules and regulations, which may be
made in an Exhibit C attached hereto, shall not limit the general applicability
of this compliance provision. If CONTRACTOR is a licensed contractor, the
provisions of this Contract shall not apply to the extent that services of the
CONTRACTOR performed hereunder are subject to conflicting requirements under its
license issued by the appropriate governmental regulatory body. Such services
shall be governed by the CONTRACTOR'S license and any published regulatory
requirements referred to therein. This Contract shall be construed under and in
accordance with the laws of the state of Texas, U.S.A., with jurisdiction in
▇▇▇▇▇▇ County. CONTRACTOR waives its right to claim COMPANY has no
jurisdictional right of access to such court system in the event that COMPANY
seeks adjudication of a claim, controversy or dispute between the Parties hereto
(including the enforcement of a subsequent award); and COMPANY waives its right
to claim lack of jurisdiction as a defense in such court system in the event
CONTRACTOR files such an action. Titles to the provisions herein shall not be
interpretive of the Contract terms.
12.2. CONTRACTOR shall observe and comply with all applicable laws, rules,
orders, decrees regulations and orders concerning health and safety, including
but not limited to those of the Russian Federation and any political subdivision
thereof, as well as the COMPANY'S requirements, if any. Further, in those cases
where COMPANY has provided CONTRACTOR with a copy of the health and safety
policy and/or made reference to a set of health and safety guidelines,
CONTRACTOR shall comply with, and cause its employees, servants, agents, and
subcontractors to comply with said health and safety policy and/or health and
safety guidelines.
13. SETTLEMENT AND PAYMENT:
13.1. CONTRACTOR agrees to perform the work hereunder for not to exceed sum of *
excluding Value Added Tax (VAT). Before final settlement, CONTRACTOR shall show
payment and release of all debts, taxes, liens, claims, charges and obligations
arising by operation of law or otherwise out of its performance of the work
hereunder. COMPANY may withhold funds due CONTRACTOR hereunder or otherwise,
without interest, to assure itself of all such obligations, or the obligations
of CONTRACTOR to COMPANY in connection with any other between COMPANY or any of
its affiliated companies and CONTRACTOR, or to satisfy any provisions of
relating to claims against CONTRACTOR.
CONTRACTOR shall invoice COMPANY monthly for the services performed. Upon
completion of the work in accordance with the terms hereof and in accordance
with Exhibit A, and after final acceptance thereof by COMPANY'S authorized
representatives, COMPANY agrees to pay CONTRACTOR the final invoice. All
payments shall be made to CONTRACTOR's bank by wire transfer:
*CONFIDENTIAL TREATMENT REQUEST.
THE REDACTED MATERIAL HAS BEEN
SEPARATELY FILED WTIH THE COMMISSION.
Page 4
EXHIBIT 10.32
Payment will be made within thirty days of invoice. Payment is deemed to be
made when COMPANY instructs its bank to wire transfer the funds to the
CONTRACTOR. Each party pays its own banking costs.
13.2. Except as otherwise provided in the contract or a supplemental Contract,
all income and other applicable taxes, levies or assessments now or hereafter
imposed upon or with respect to, or measured by, the compensation paid to
CONTRACTOR, or the materials, equipment, work or services furnished or performed
hereunder by CONTRACTOR, shall be for the account of, and promptly paid by
CONTRACTOR to the appropriate governmental authority. To the extent that the
COMPANY is required to withhold taxes from payments due CONTRACTOR under this
Contract, COMPANY is authorized to do so and shall promptly notify Contractor of
such withholding.
14. CONFIDENTIALITY
Except as to information provided to COMPANY's contractor Valmet, CONTRACTOR
hereby agrees to keep confidential and not to disclose or make any use of any
confidential or proprietary information, knowledge, data or other information of
the COMPANY relating to any business of the COMPANY or any of its clients,
except as the COMPANY may otherwise consent in writing. Such written consent by
COMPANY must be given prior to any disclosure by CONTRACTOR. This restriction
pertains not only to documents and information generated by the CONTRACTOR
itself, but also to all documents and information provided to him by others in
the COMPANY or otherwise acquired during, the course of this Contract. The
CONTRACTOR further agrees not to deliver, reproduce, or in any way allow such
information, or any documentation relating thereto, to be delivered or to be
used by any third parties without the specific prior decision or consent of a
duly authorized representative of the COMPANY. It is understood by CONTRACTOR
that the economic information regarding the Work and Services to be Performed is
sensitive information and disclosure of same could cause significant damage to
the COMPANY.
15. ASSIGNMENT:
15.1. This Contract may not be assigned by CONTRACTOR without the express
written permission of the COMPANY. Any Assignment made without prior written
approval of the COMPANY is null and void.
16. MISCELLANEOUS CONTRACT
PROVISIONS:
16.1. CONTRACTOR agrees that it will comply with all valid, applicable laws,
orders, decrees, rules and regulations presently in force, or which may be
enacted in the future if they regulate the work and services performed
hereunder.
16.2. CONTRACTOR agrees that neither it nor any subcontractor, employee, agent
or other entity shall, directly or indirectly, in connection with the
performance of services for COMPANY: (A) Make any payment to any officer or
employee of any government, or to any political party or official thereof, where
such payment either (1) is unlawful under laws applicable thereto, or (2) would
be unlawful under the Foreign Corrupt Practices Act of 1977 as amended (the
"Act"), of the United States of America, if CONTRACTOR were a "domestic concern"
within the meaning of such Act, (B) Make any payment to any person, if such
payment constitutes an illegal bribe, illegal kickback or other illegal payment
under
*CONFIDENTIAL TREATMENT REQUEST.
THE REDACTED MATERIAL HAS BEEN
SEPARATELY FILED WTIH THE COMMISSION.
Page 5
EXHIBIT 10.32
laws applicable thereto; or (C ) commit, directly or indirectly, any other act
or omission having the same effect under the law.
16.3. This Contract, including all Exhibits, Work Orders, oral orders, plans,
specifications, instructions, and other provisions which are issued pursuant
hereto and attached hereto or incorporated herein by reference, constitutes the
entire agreement between the parties. No other representations, bids,
memoranda, or other matter shall vary, alter or interpret the terms hereof. In
the event there is a conflict between the terms of this Contract and the
provisions of Exhibit A, Work Order, oral orders, plans, specifications,
instructions, and other provisions, the terms of this Contract shall prevail.
Failure of the COMPANY to exercise by option, right, or privilege hereunder, or
to demand compliance as to any obligation or covenant shall not constitute a
waiver of the same, or any such succeeding right, privilege, or option, or of
strict performance of the same or any succeeding obligation or covenant.
EXECUTED in duplicate Russian and English originals on this 24 day of January,
2000.
CONTRACTOR
IDS Engineering, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
COMPANY
Caspian Pipeline Consortium-R
By: * By: *
Title: * Title: *
Name: * Name: *
*CONFIDENTIAL TREATMENT REQUEST.
THE REDACTED MATERIAL HAS BEEN
SEPARATELY FILED WTIH THE COMMISSION.
Page 6
EXHIBIT 10.32
EXHIBIT "B"
CONTRACTOR INSURANCE
REQUIREMENTS
CONSULTING AND GENERAL
CONTRACTOR shall, at its expense, maintain or cause to be maintained the
insurance coverages set forth below with insurance companies acceptable to
COMPANY. Prior to commencement of work and services hereunder, CONTRACTOR shall
deliver to certificates (a) evidencing the issuance of insurance containing the
coverages required herein and (b) providing that the insurance shall not be
canceled or materially changed without thirty (30) days prior written notice to
COMPANY. Commencement or performance of services without delivering the
certificate(s) of insurance shall not constitute a waiver of CONTRACTOR'S
obligation to provide the required coverages. Failure to obtain such insurance
shall be a breach of the Contract.
1. Comprehensive General Liability Insurance, including coverage for Contractual
liability for this Contract, and Cross-liability, in the amount of $1,000,000
combined single limit each occurrence for body injury and property damage. If
CONTRACTOR'S General Liability Insurance is written on a "claims-made" form it
must provide for (i) a retroactive date prior to, or coincident with, the
commencement of work and services under this Contract and (ii) a minimum
extended claims reporting period of one (1) year.
2. If automobiles are to be furnished by CONTRACTOR in performance of work and
services under this Contract, Comprehensive Automobile Liability Insurance,
covering all vehicles owned, non-owned, or hired, in the amount of $500,000
combined single limit occurrence for bodily injury and property damage.
3. I aircraft, including helicopters, are to be furnished by CONTRACTOR in
performance of work and services under this Contract, CONTRACTOR must obtain
Aircraft Liability Insurance, with contractual liability provisions, covering
bodily injury including passenger liability and property damage, hangerkeepers
liability and ground liability including products and completed operations in
the amount of at least $10,000,000 combined single limit each occurrence.
4. If watercraft is to be furnished by CONTRACTOR in performance of the work and
services under this Contract, then a supplement this Exhibit shall be executed
by the parties.
GENERAL CONDITIONS FOR INSURANCE
A. CONTRACTOR hereby waives its right of subrogation against the COMPANY to the
extent of liabilities assumed under this Contract and shall cause its insurers
to waive any rights of subrogation against COMPANY. With regard to insurance to
be taken out by CONTRACTOR hereunder, all insurance under polices taken out by
CONTRACTOR shall be primary insurance because such insurance applies to the
obligations assumed hereunder.
B. With respect to insurance maintained hereunder by CONTRACTOR, all insurance
coverages afforded by policies of insurance maintained by CONTRACTOR shall be
primary insurance as such coverages apply the liabilities assumed under this
Contract.
C. Where use of subcontractors has been approved by the COMPANY, CONTRACTOR
shall require all such contractors to obtain, maintain, and keep in force during
the time which they are engaged, adequate
*CONFIDENTIAL TREATMENT REQUEST.
THE REDACTED MATERIAL HAS BEEN
SEPARATELY FILED WTIH THE COMMISSION.
Page 7
EXHIBIT 10.32
insurance coverage and shall furnish COMPANY acceptable evidence of such
insurance upon request. Any deficiencies in such coverage shall be the sole
responsibility of CONTRACTOR.
D. No form of CONTRACTOR liability self-insurance, including but not limited to
insuring with a parent, subsidiary, or affiliate organization, is acceptable or
allowable under the terms of this Contract, unless AGREED TO BY COMPANY PRIOR TO
COMMENCEMENT OF WORK AND SERVICES HEREUNDER.
CONTRACTOR
IDS Engineering, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
COMPANY
Caspian Pipeline Consortium-R
By: *
Title: *
Name: *
By: *
Title: *
Name: *
*CONFIDENTIAL TREATMENT REQUEST.
THE REDACTED MATERIAL HAS BEEN
SEPARATELY FILED WTIH THE COMMISSION.
Page 8
Client Name: Caspian Pipeline Consortium-R January, 2000
Proj. Name: * Exhibit A
Project Number: * Programming Services
A. Scope of Work:
Part 1: Work
Caspian Pipeline Consortium-R (CPC-R) and Caspian Pipeline Consortium-K
(CPC-K) are together building, a unitary crude oil pipeline from Tengiz,
Kazakhstan to the Black Sea. Initial design will include five pump
stations, a tank farm, a marine terminal and SPM. The design of the
pipeline will include a SCADA system for the control and monitoring of the
pipeline system from Tengiz pump station to the Black Sea Marine Terminal
Facility. SCADA will maintain overall surveillance and control
responsibilities of the pipeline, inclusive of the Pump Stations, Pipeline
Block Valves, Marine Terminal, Tank Farm and SPM. The pipeline will be
controlled and monitored from an Operations Control Center located at the
Marine Terminal. Primary, real time local control of the pump stations and
Marine Terminal Facilities will be accomplished by using Programmable Logic
Controllers (PLCs). The PLCs will be monitored and controlled by the
Primary SCADA system and by a Human Machine Interface (HMI) in the local
control rooms.
A single scope of work has been written herein to provide for the uniform
and homogenous working of this single computer control system. Work to be
performed by the Contractor for the system in Russia shall be performed
under contract with CPC-R; and work to be performed for the system in
Kazakhstan shall be performed under contract with CPC-K. All programming
work by Contractor shall be performed in the United States. Any additional
work to be performed later by Contractor in either Russia or Kazakhstan
shall be governed by separate service contracts with CPC-R or CPC-K,
respectively, at the rates set forth herein in Part 2 of this Scope of
Work.
Contractor is to provide the assembly and programming of the PLC systems
for five (5) pump stations in Russia and Kazakhstan. There will be five
(5) ESD PLCs and approximately a total of thirty (30) General Purpose PLCs
for five (5) pump stations. Contractor will assemble the PLC hardware that
will be supplied by the Company's contractor, Valmet. The Contractor will
pro-ram the systems as per Company's requirement and specifications. The
five (5) pump stations are Tengiz, Atyrau (in Kazakhstan), and Astrakhan,
Komsomolsk and Kropotkin (in Russia). General Purpose PLCs and specialty
systems will be ▇▇▇▇▇ ▇▇▇▇▇▇▇ ControlLogix and ESD PLC will be Hima. PLC
hardware will be provided by the Company's contractor, Valmet, to the
Contractor.
1. Contractor to pro-ram PLCs as per the following listed documents provided by
Company.
. P&ID
. Control Narrative
. Cause & Effect
. Flow Chart
. Project Standard
. Location of system (cabinet/HMI/etc.)
. I/0 loading (for each PLC)
. "Package Vendor" interface data
. Wiring/Communication architecture
. CPC Standard for PLC Controllogix Program Data File Structure
*CONFIDENTIAL TREATMENT REQUEST.
THE REDACTED MATERIAL HAS BEEN
SEPARATELY FILED WTIH THE COMMISSION.
Page 9
Client Name: Caspian Pipeline Consortium-R January, 2000
Project Name: *
Project Number: *
2. Hardware to be supplied by Company's contractor, Valmet, directly to
Contractor.
. Cabinets (as per size and quantity recommended by Contractor)
. ESD PLC modules, processors, communication, I/Os, Power Supplies, Hima
Cables, etc.
. General Purpose PLC modules, processors, communication, I/Os, Power
Supplies, ▇▇▇▇▇ ▇▇▇▇▇▇▇ cables, etc.
. Remote I/0 modules
. Remote I/0 cabinets
3. Contractor shall layout the cabinets as per industry common practice and
from the following information from the Company:
3.1 ▇▇▇▇ of material for each PLC
3.2 Brand, style, color, finish, maximum depth (preference, 600 mm) of
Cabinet. Company will specify height of cabinet (2 meters). Cable entry
into the cabinet shall be through the top, 200 mm top clearance, use
compression type terminals.
3.3 Limits of space at job site.
4. Contractor to determine if multiple PLCs of like functions (for example:
mainline motor driven pumps) could be mounted in one cabinet.
5. Contractor will select the size of cabinets (width and depth only).
Contractor will inform the Company of the cabinet sizes. Company will
instruct Valmet to purchase and deliver the cabinets directly to the
Contractor. Note that all cabinets are to be of the same depth.
6. Contractor to provide the wiring drawing, and cabinet layout drawings to
Company as early as possible. Company will use drawings to complete loop
drawings and other design documents.
7. Contractor will provide the temporary communication cables (company supplied
specification) to connect the systems in their shop. Communication cables
(supplied by others) external to cabinets will be available only at the job
site.
8. For required hardware missed by Company the Contractor is responsible to
inform Company to provide or cause to provide such in an expeditious manner.
If the missed items are minor and the Contractor can provide them in a more
expeditious manner, Contractor shall provide and charge the Company as long
as Company has given prior approval for the purchase.
9. Contractor shall verify that system hardware is complete.
10. Contractor shall be responsible for assembling the hardware and ensuring
all assemblies are complete and work as a system.
11. Contractor to interface the PLC system with SCADA.
12. Contractor to supply to Company the following documents as a minimum;
*CONFIDENTIAL TREATMENT REQUEST.
THE REDACTED MATERIAL HAS BEEN
SEPARATELY FILED WTIH THE COMMISSION.
Page 10
Client Name: Caspian Pipeline Consortium-R January, 2000
Proj. Name: *
Project Number: *
12.1 Assembly drawings
12.2 Logic diagrams of software
12.3 Functional description of software
12.4 Original copies of all software Generated by Contractor
13. All software developed under this contract is and shall remain the sole
property of the Company. Contractor may not use such software for any
other applications.
14. Contractor to provide five (5) lap top PLC based computers for interface
and programming the PLC systems. One lap top computer per pump station
with the following minimum configuration; Pentium 111, 64 Meg RAM, 6
Gicabyte Hard Drive, Window 98 operating system.
15. A functional test to ensure proper operation of all devices and components
shall be performed prior to shipment. Company reserves the right to
witness and approve the functional test.**
15.1 Contractor to submit Factory Acceptance Procedure for Company's
approval.
15.2 FAT to include coordinated test with SCADA supplier.
15.3 Company to be given two weeks notice before test.
15.4 Contractor to supply simulated input/outputs used in testing.
16. Contractor to inform Company of the location where hardware is to be
delivered and assembled. Delivery of system to job site will be by Valmet.
Coordination between Contractor and Valmet is required.*
17. Contractor to inform Company of the location where programming will be
performed.**
**Note: Contractor is advised that it may be necessary to ship PLCs to schedule-
critical locations prior to completion of logic coding and testing. Contractor
shall assure that he has enough available PLC and support hardware at his
premises to complete all programming and testing without interruption should the
object hardware require shipment prior to software completion.
18. Schedule:
18.1 System for Tengiz and Astrakhan pump stations should be at job site
by *
18.2 System for the other Pump Stations should be at job site by at a
later "supplied dates".
18.3 Loop Checking
18.3.1 Tengiz - *
18.3.2 18.3.2 Astrakhan - *
18.3.3 Atyrau - *
18.3.4 Komsomolsk - *
18.3.5 Kropotkin - *
18.4 Start-up
18.4.1 Tengiz -*
18.4.2 Astrakhan - *
18.4.3 Atyrau - *
*CONFIDENTIAL TREATMENT REQUEST.
THE REDACTED MATERIAL HAS BEEN
SEPARATELY FILED WTIH THE COMMISSION.
Page 11
Client Name: Caspian Pipeline Consortium-R January, 2000
Proj. Name: *
Project Number: *
18.4.4 Komsomolsk - *
18.4.5 Kropotkin - *
19. Contractor to provide a complete and detailed design, manufacturing,
delivery schedule.
20. All software and PLC pro-rams shall be Y2K compliant.
21. Cabinets will be located at an environmentally-controlled room at job site.
Remote I/0 units will not be necessarily in a controlled environment.
22. ESD and General Purpose PLC system shall be assembled, wired, and tested,
within respective cabinets.
23. Contractor is to ensure all assembles are in compliance with applicable
Russian and Kazakhstan regulations.
24. Preparation for shipment:
24.1 Contractor shall submit procedures for the cleaning, preservation,
packing, handling, lifting, shipping and storage of the material and
equipment under this order.
24.2 Contractor shall ensure all equipment is adequately packed, crated,
boxed skidded or otherwise protected and prepared for shipment in such
a manner as to prevent loss and damage during handling, transportation
and storage.
25. Hardware count: (Preliminary)
25.1 Tenciz (Kazakhstan)
. 18 Analoc, Input modules
. 1 Analog Output module
. 83 Discrete Input modules
. 55 Discrete Output modules
. 10 Control Net Boards
. Ethernet boards
. 20 Processors
. 16 Chassis
. 19 Power supplies
. 10 General Purpose PLC cabinets (number will change depending on Vendor
recommendation)
. 5 Remote I/0 cabinets
. 1 ESD PLC system, with a cabinet
25.2 Astrakhan (Russia)
. 15 Analog Input modules
. 1 Analog Output module
. 53 Discrete Input modules
. 35 Discrete Output modules
*CONFIDENTIAL TREATMENT REQUEST.
THE REDACTED MATERIAL HAS BEEN
SEPARATELY FILED WTIH THE COMMISSION.
Page 12
Client Name: Caspian Pipeline Consortium-R January, 2000
Proj. Name: *
Project Number: *
. 4 Control Net Boards
. 20 Ethernet boards
. 18 Processors
. 11 Chassis
. 15 Power supplies
. 9 General Purpose PLC cabinets (number will change depending on Vendor
recommendation)
. 5 Remote I/0 cabinets
. 1 ESD PLC system, with a cabinet
25.3 Atyrau (Kazakhstan) - estimate same as Astrakhan pump station
25.4 Komsomolsk (Russia) - estimate same as Astrakhan pump station
25.5 Kropotkin (Russia) - estimate same as Astrakhan pump station
Part 2: Rates for Work Performed
All Rates for work (programming services) performed outside Russia under this
contract shall be at the Standard or Overtime Rates shown below.
Contractor is expected to provide site support during installation,
commissioning and startup. In the event that Contractor is requested to perform
any of the following work in Russia, a separate services contract will be
entered into by the parties for such work at the Overseas Rates contained below.
VAT will be added to each invoice as a separate line item for work performed
inside Russia (Overseas Rate) under the separate contract. Contractor will
interface as required with the desion institutes (GTP/GIPVN) to facilitate
programming and hardware activities. GTP is in Moscow and GIPVN is in Samara,
Russia.
Rates for Engineering Services:
These rates include all Contractor's charges for insurance, taxes, overhead and
profit. These rates also include Contractor's overhead costs of Computer work
stations and software for normal engineering, and drafting projects.
CLASSIFICATION
-------------- Std. Rate O.T. Rate Overseas Rate
-------------- --------- --------- -------------
Sr. Project Engineer * * *
Project Engineer * * *
Sr. Engr/Programming Spec. * * *
Engineer * * *
Project Control Engineer * *
*CONFIDENTIAL TREATMENT REQUEST.
THE REDACTED MATERIAL HAS BEEN
SEPARATELY FILED WTIH THE COMMISSION.
Page 13
Client Name: Caspian Pipeline Consortium-R January, 2000
Proj. Name: *
Project Number: *
Designer * *
Operator/Draftsperson * *
Project Clerk/Translator * *
Senior Clerk * *
Clerk/Secretary * *
NOTE: 20% VAT will be added to each invoice as a separate line item.
Company written approval will be required before authorizing overtime hours.
Contractor shall not work over 16 hours in a 24-hour day. The overtime rate
shall apply to all hours worked over 40 hours per week, or on Contractor
holidays, or on weekends if worked at client request.
Travel and Expenses
Contractor project-related travel expenses will only be incurred when required
and authorized in advance by Company, and will be billed at cost plus * percent.
For prolonged assignments performed outside the Houston office area, a
reasonable per them allowance will be agreed upon by the parties in lieu of
certain expenses and charges for applicable personnel.
Reproduction
All third party reproduction costs will be billed at cost plus * percent. Plots
issued to Company whether preliminary or final will be billed at * per 22" x 34"
sheet. Laser print drawings or copies (11" x 27", letter or legal size) issued
to Company will be billed at * inch sheet. Binders (including tabs) issued to
Company will be billed at * each.
Subcontracts/Miscellaneous Costs
All miscellaneous and third party costs will be billed at cost plus * percent.
Reimbursable Equipment
In the event that Contractor procures hardware and equipment under Item 8,
Part 1, Contractor shall be reimbursed by Company at cost.
B. Payment Schedule
The compensation paid to Contractor for Programming Services shall be based upon
the rates above and shall be based upon the labor hours necessary to complete
the Scope of Work. Contractor shall submit invoices on a monthly basis,
indicating the hours worked, for these services.
Compensation to be paid to Contractor for hardware and equipment supplied by
Contractor, if any, shall be invoiced by Contractor not more than ninety days
before delivery of the SCADA system to the Company.
All invoices should be sent to the Company at the following address:
*CONFIDENTIAL TREATMENT REQUEST.
THE REDACTED MATERIAL HAS BEEN
SEPARATELY FILED WTIH THE COMMISSION.
Page 14
Client Name: Caspian Pipeline Consortium-R January, 2000
Proj. Name: *
Project Number: *
Caspian Pipeline Consortium-R
Project Accountant
*
*
*
*
**
All payments shall be made thirty days after receipt of invoice. VAT shall be
shown separately and will be paid by Company directly to the appropriate
governmental authorities.
C. Cost Estimate of Work
This Contract is a "not to exceed contract" for the value of *which estimate is
set forth on the Attached Cost Estimate, A- 1. Because the cost of services has
been estimated, it is imperative that when Contractor reaches eighty-percent of
the value of the contract *, Contractor shall notify Company of the status of
the work.
END OF EXHIBIT A
*CONFIDENTIAL TREATMENT REQUEST.
THE REDACTED MATERIAL HAS BEEN
SEPARATELY FILED WTIH THE COMMISSION.
Page 15