CONTRACT BETWEEN TAIWAN POWER COMPANY AND THE GOVERNMENT OF SAUDI ARABIA CONCERNING THE TECHNICAL COOPERATION OF ELECTRICAL POWER INDUSTRY-1

CONTRACTThis Contract has been made and entered into on 4/5/96 A.H. (co-rresponding to 3/5/96 A.D.) at the City of Riyadh, Saudi Arabia,between:1 THE GOVERNMENT OF SAUDI ARABIA (Ministry of Industry & Electr- icity, Electrical Services Department), represented in this C- ontract by H.E. Dr. G. A.ALGOUSSAIBI, Minister of Industry and Electricity, referred to hereinafter as the 〞Ministry〞 (Fir- st Party).2 TAIWAN POWER COMPANY, 39 East Hoping Road, Section 1, Taipei 106, Republic of China, represented in this Contract by Mr. C. Y. Yang, Board Chairman, referred to hereinafter as the 〞Com- pany〞 (Second Party).Preamable:Whereas the Ministry, for the purpose of achieving its obligati-ons proposes to study, design and execute various programs &projects and prepare the necessary specialized studies in the f-ield of electricity industry in the Kingdom of Saudi Arabia forthe purpose of developing this industry and the electrificationof all parts of the Country.And motivated by the desire to increase technical cooperation b-etween the Kingdom of Saudi Arabia and the Republic of China forthe reinforcement of the Ministry machinery through the use ofChinese experience in various field of the electrical power ind-ustry.And in accordance with His Majesty’s consent per the letter ofHis Excellency the Chief of the Council of Ministers Bureau No.6708 dated 14.3.1396 to His Excellency the Minister of Industryand Electricity.The two parties agree as follows:Article-1:The Company undertakes to delegate a power mission to the Minis-try to work in the various fields of the electrical power indus-try of the Kingdom.Article-2:The mission shall be composed of members of the following categ-eries:A Five (5) Experts with four (4) supporting staff, including one (1) draftsman, two (2) surveyors and one (1) Secretary/Typi- st.B A number of Engineers, as per the requirements of the Ministry .C A number of short term Consultants to be dispatched by the Co- mpany to the Ministry from time to time at the request of the Ministry.D A number of technicians to be dispatched by the Company to the Ministry from time to time at the request of the Ministry. Nu- mber and qualification of members of categories B, C and D sh- all be determined in accordance with the work requirements, a- nd shall be mutually agreed upon by both parties from time to time.Article-3:Category A members shall be assigned to work in the Ministry onany assignment which may be made by the Ministry from time to t-ime. Their period of services shall be in principle equal to theperiod of this Contract.Article-4:Category B members shall be assigned to supervise the construct-ion, installation, testing and commissioning of the various ele-ctrical power projects undertaken by the Ministry. Their periodof services shall be in principle equal to the period of this C-ontract. The method of supervision shall be either by stationingat work sites or by making routine visits to various constructi-on sites, as suggested by the Ministry.Article-5:Category C members shall be assigned to offer Consultation to t-he Ministry on specific problems as may be encountered thereby.Their period of services shall be determined in accordance withrequirements of the Ministry.Article-6:Category D members shall be assigned to carry out the installti-on of certain specific projects undertaken by the Ministry. Allnecessary equipment and tools shall be provided by the Ministry.Article-7:The Ministry has the right to require the replacement of any ofthe Mission members for any reason it deems fit for the interestof the work. The Company may also replace any member (s) with p-rior concurrence of the Ministry.Article-8:The Ministry shall provide the Mission with all data informationand statistics required thereby for the implementation of its a-ssignments.The Mission shall be committed to maintain the secrecy of all i-nformation and data submitted thereto, and pledges not to divul-ge to any other party the contents of reports submitted by it tothe Ministry with respect to any subject it is assigned to study.All papers, documents and reports related to the Ministry activ-ities shall be considered as the property of the Ministry and t-hey may not be handed over to any other Organization or personwithout the prior written approval to this effset by the Minist-ry.The Mission shall not retain any of the said, papers, documentsand reports after the expiry or termination of this Contract forany reason whatsoever.Article-9:The Ministry shall pay the Company for each Mission member desp-atched to work under this Contract according to the rates stipu-lated in the Appendix.These rates include the salary, housing and overseas allowances,extra work, insurance and sundry expenses.For categories A and B members, air fares for travalling betweenRiyadh and Taipei are included in the rates stated in the Appen-dix.For categories C and D members, air fares are not included in t-he payment rates on the Appendix. The Ministry shall pay for theTaipei/Riyadh/Taipei air-way tickets for them only in case th-eir term of work at the Ministry is less than one year.All travelling shall be by economy class air transport, and sha-ll be by the most expeditions route.When their servies last, for one year or longer, the air faresare included in the payment rates specified in the payment ratesspecified in the Appendix.Taxes collectable on the said amount under laws and regulationsin force in the Kingdom shall be borned and settled by the Mini-stry to the Zakat and Income-Tax Organization.The members have no rights, for any reason whatsoever, to claimany amount other than the above amounts, unless otherwises spec-ified in this Contract.Article-10:In case any Mission member is deputised on an official assignme-nt outside of Riyadh, the Ministry shall pay him the following:1 For assignments inside the Kingdom:Fifty U.S. Dollars or the equivalent per each night or for any single day, if the deput- ation is for one day only.2 For assignments outside the Kingdom:One hundred U.S. Dollars or equivalent per each night or for one day only.3 Two-way first class tickets or any expenses paid by the Missi- on member for any other means of transport he has used for the purpose of implementing his assignments. If the travelling is outside the Kingdom, the ticket provided shall be on economy class. The Ministry shall pay no transport expenses in case Mission member uses one of the cars secured by the Ministry. For field assignment inside the Kingdom of more than 15 days the Engineers and technicians shall be entitled to a field al- lowance of twenty-five (25) per cents of their salary as set out in the Appendix to be paid to them by the Ministry, and in such a case no deputation allowance shall be paid.Article-11:The Ministry shall offer each of categories A and B Mission mem-bers during the term of this Contract a total of one month’s le-ave with full pay. The dates of such leaves shall be determinedby prior approval of the Ministry, provided that this shall notlead to any other financial obligation thereto.Article-12:The Ministry shall make available for the Mission, through priv-ate contracting an auxiliary staff of two (2) translators and o-ne (1) Farash as well as other requirements necessary for the w-ork.Article-13:The Ministry shall secure furnished offices and all necessary e-ngineering and office materials, tools and equipment required bythe Mission.Article-14:On arrival of each Mission member of Categories A and B, the Mi-nistry shall make an advance payment to the Mission equal to two (2) months contracted payment of that member. This advance pay-ment shall be refunded to the Ministry on the following two (2)months with an equal amount on each month.Article-15:The Ministry shall provide the Mission with motor-cars and driv-ers and shall bear the expenses related to the operation and ma-intenance thereof. These cars may be used by the Mission withinofficial working hours and at other times as well.Article-16:The Ministry, at any time and for any reason it deems fit, hasthe right to cancel this Contract provided that this cancellati-on has been notified to the Company in writing, in which case t-he Contract shall be considered cancelled sixty days as from thedate of the said notification.The Ministry has the right to immediately cancel the Contract,provided that in this case it shall pay the Company at the noti-fication of cancellation a total amount equal to one economy cl-asee air fare, by the most expeditions routes, with twenty (20)kg. excess baggage allowance from Riyadh to Taipei for each mem-ber of categorios A & B of the Mission.In such case, the Mission shall have to sutrender to the Minist-ry all papers, equipment or documents previously given to themunder this Contract. They shall also have to surrender all workthey have completed up to the date of cancellation.Article-17:The Mission members shall not work at any other party or renderit any services or assistance, whether paid or unpaid, otherwisean amount equivalent to what they obtained shall be deducted fr-om their salaries.Article-18:The duration of this Contract is one year commencing from 22.3.1396. The Contract shall be renewed per notification by the Min-istry to the Company sixty days prior to the expiration date. Inthe meantime, the Company has the right to express its desire inNon-Renewal of Contract. The dates and time periods referred toin this Contract relate to the Um Al-Qura Hijrah Calendar.Article-19:The Mission members shall be subject to laws and regulations inforce in Saudi Arabia and will accord at all times full respectof the Country’s Islamic Religion, Customs, Traditions and Beha-viour.Article-20:The Company shall assert neither it nor of its Mission membersassigned to work under this Contract has any relation with Isra-el or its interest.Article-21:Any dispute or controversy of any sort arising between the twoParties out of or related to this Contract and cannot be settledby mutual consent, shall be referred to the Grievance Board. Thedecision of the Board shall be final and binding to both Parties.Article-22:All correspondence exchanged between the two parties shall be inArabic and English Languages. However, except for technical ter-ms and expression where English language shall be used.Article-23:This Contract has been made in Arabic, and English language infour (4) copies. Each party shall retain one copy and the othercopies shall be transmitted to the Organizations concerned as p-er Laws and Relugations in force in the Kingdom of Saudi Arabia.First PartyFor the Kingdom of Saudi Arabia (Signed) G. A. ALGOUSSABIMinister of Industry & Electricity.Second PartyTaiwan Power company (Signed) C. Y. Yang Board Chairman.APPENDIX────PATES OF PAYMENT TO COMPANY──────────────A Experts US$ 2540 per man/month. Supporting Staffs US$ 1500-1800 per man/month.B Engineers US$ 2140 per man/month.C Short Term Consultants US$ 4500 per man/month.D Technicians US$ 1500-1900 per man/month.Agreement shall be reaches between the Ministry and the Companyas to the salaries of the supporting staff (Item A) and Technic-ians (Item D) according to their relevant qualification and exp-erience.