Contract for construction

Hợp đồng thi công xây dựng bằng Tiếng Anh Contract for construction Hợp đồng thi công xây dựng bằng Tiếng Anh Contract for construction Hợp đồng thi công xây dựng bằng Tiếng Anh Contract for construction Hợp đồng thi công xây dựng bằng Tiếng Anh Contract for construction

CoNrnacr rOn CoxsTRUcTIoN

Tanr.,r OFCONTENTS

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DEnNtrtows

S co pn O r CoNTRAcr

RESpo NSTBTLITTES oF O wNE R

PLANT, MATERTALS Arvo lltonKueNsntp, 35

CoNrnc.crPRrcnAND pAyMENr 37

Coaar,NcnarNr DATE, DELAY 3g Cn.anen Onnnns 43

Tnsrs oN Coaptnnou 46

T,qruNe Own I 1 No n cns etn Co MMaN rcAn o N L runrert oN o p LaBr Lrry

D ts p arn Rnso tarroN

PRopRrETAR,lxn Conpn rnn tr I u roIWArIon

IUI IS cE LLAN E U U S fRO yIS I O NS

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SCEEDULE 1 TECHNTCAL SpEcrFrcATroNS on Fecrltry

SCEEDULE 10 MECHANTCAT Corrlpr-erroN CsEcKLrsr

SCHEDULE 12 FORM oF CoNfRAcT CoMPLETIoN CERTLEICATE

SCHEDULE 13 Fonu on Mrcne.Nrcer CouprETroN CERTTFTcATE

SCEE,DULE 16 PERMTTS AND CoNSENTS rnoN,t RsLevAI.rr

GOVERNMEI ITAL ATJTHORITIES

TEcril'uc^L SruDrEsSCAEDULU 18

SCHEDI'LE 19

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PRE-coMMISSING AND CoMMISsIoNING

SCHEDULENUMBER DETAILS

SCHEDULE 21 PERFORMANCE TEST CoMpLETToN Cpnrrrcnte

CERTIFICATE

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This CoNTRACT FoR CoNsrRUcrIoN (the Contract) is made and entered into as of this l4thday ofOctober,2007 by and between:

snrnc'zr TRADING Conrp,lNv (PRrvATE) Lrlrrrrl, a company duly organized and existingunder the laws of Pakistan, with office located at gft Floor, Adirnjee House, L I chundrigaiRoad, Karachi, Pakistan (the Construction Contractor); and

ATLAS PowER LIMITED, a company duly organized and existing under the laws of pakistanwith office located at 2nd Floor, Federation House, Sharae Firdoirsi, clifton, Karachi 75600,Pakistan (the Owner);

(the Construction Contractor and the Owner are hereinafter jointly referred to as the parties

or singularly as Party)

REcITALS

CoNrR,tcT FoR CoNsrRuCTIoN

WHEREAS, the owner desires to build, own & operate a heavy fuel oil-fired dieselengine generating power facility

WHEREAS, the owner desires that the works should be constructed and executed bv

an experienced and competent contractor

WHEREAS, the Constructior -contractor represents that it possesses the requisite:*p"rt5:, professional qualification, skills, personnel, experience, technicai andfinancial resources to construct and execute the works in accordance with the termsand conditions specified in this Contract

WHEREAS, the owner wishes to have the construction contractor construct, install,erect, commission, test and complete for the owner a heavy fuel oil-firei dieselengine generating power facility, with a total capacity of 2l3.OO MW lnet)

WHEREAS, owner wishes to conclude an agreement with the constructroncontractor tbr the construction, installation, et""tion, testing and commissioning ofthe afore-mentioned Facility and other services related theteti, as provided for in thisContract

(D WHEREAs, the Parties desire to set forth the terms and

Construction Contractor will provide anrJ the Owner will

serviccs,

conditions under whichpay for such works and

Now, THEREFORE, in consideration of the mutual covenants hetein contained,

and sufficiency of which is hereby acknowledged, intending to be legally bound

hereto agree as follows:

the receiptthe Partics

1 DEFINITIoNS

capitalized terms used in this contract, including the recital hereto, without otherdefinition shall have the meanings specified hereunder, unless the context requlresotherwise

Actual Project Acceptance shall bear the meaning ascribed thereto in Section I l.g.Actual Project Acceptance certificate shall mean the certiticate issued by theowner's Representative under section ll.8 of this contract, in the form set fort inSchedule 24 (Form ofActual Project Acceptance Certificate)

Actual Project Acceptance Date shall bear the meaning ascribed thereto in Section

1 1 8

Afliliate shall mean a Person that directly or indirectly through one or moreintermediaries, controls, or is controlled by, or is under common contol with, anotherPerson A Person "controls" any Person in which it has the power to vote, directly orindirec-tly, or holds five percent (5%) of the voting interest in such person or, in thecase of a partnership, if it is a general partner

Applicable Laws shall mean all laws, treaties, ordinances, rules, regulations andorders having force of law, and any authoritative interpretation ofsuch iaws, treaties,ordinances, rules, regulations and orders issued by a competent court, arbitral tribunal

or other govemmental agency that directly or indirectly apply to the Facility or anysupply, service or work thereof valid on the Effectjve Date

Applicable Permits shall mean all authorizations, consents, decrees, permits,waivers, privileges or approvals required to be obtained or maintained 1lj by ttreConstruction Contactor in connection with Construction Contractor's oblilations to

be performed hereunder and (ii) for the provision of electricity to the InterclnnectionPoint or the operation of the work, as may be in effect from time to time

Approved Design shall bear the meaning ascribed thereto in the supply contract.Business Day(s) shall mcan business day(s) in the Country

Change in Law shall mean:

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4: adoption, promulgation, repeal, moditication or reinterpretation after theEffeetive Date by any pubhc sector Fntity of any Applicable Law of thecountry (including a final, binding and non-appealable dicision of any publicSector.bntrty); or

(b) the imposition by a Relevant Authority of any material term or condition rnconnection with the issuance, renewa'| extension, replacement or mo<lification ofany consent and Governmental Authorization after the Effective Date: or

(c) the imposition by a Relevant Authority of any additional Consent,

that in the case of each of the above clauses establishes a change in either cost orrevenue as a consequence of any requirement for the construction of the Faciliw tirat

is materially more restrictive than the most restrictive requirements (i) in effect as ofthe Effective Darc, (ii) specified in any applications, or other documents filed inconnection with such applications, for any consent filed by any party on or before theTaking over Date, and (iii) agreed to by any parfy in any agreement in the projectDocuments.

change order shall mean a written order to construction contractor pursuant tosection l0 hereof authoizing an addition, deletion or revision in the work, anychange in the contract Price, andl/or any adjustment of the Scheduled rakinq overDate

commencement Date shall bear the meaning ascribed thereto in section 9

commissioning Tests shall bear the meaning ascribed thereto in section 11.6completion cost shall bear the meaning ascribed thereto in Section 15.2.5.1.confidential rnformation shall bear the meaning ascribed thereto in Section 24 Iconsent shall mean all approvals, consents, authorisations, notifications.concessions, acknowledgements, licences (including the Generation License),permits, decisions or similar items which is or are issued by a Relevant Authority andwhigh the owner or any of its contractors is required to obtain from any RelevantAuthorify

construction contractor shall bear the meaning ascribed thereto in the Recitals.construction contractor's Documents shall mean all project Documents, whichpertain to the Works hereunder

construction contractor's Equipment shan mean all machinery, apparahrs andother

- things - required for the execution and completion of the works and theremedying of any Defects or Deficiencies, but does not include plant, Materials, orother things intended to form or forming part ofthe project

construction Documents shall mean all drawings, calculation, computer software(programs), samples, patterus, operation and maintenan." -on*I., ancl othe.rmanuals and information of a similar nature, relating to works, to be submitted by theOwner to the Construction Contractor as required by the Specifications

Contract shall inean this constnrction contract, including all Schedules attachedhercto and such fufi5s1 docurnents as may be expressly incorporated in thc conractwith thc cr)lsenl rrl'lhe Parties, including an1, C,hange Orders

contract completion certificate shall mean the certificate issued by the owner'sRepresentative under section 14.10, in the form set fort in schedule'12 (Form ofContract Completion Ccrtificate)

ncontract Period shall mean the period commencing from the date of receipt ottnelfDown Pa)rment and ending upon the complete performance

"r trr" "rpe.ti".r(,obligations of each of the Parties under the Contract.- -rr.:

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contract Price shall mean the amount payable to the construction contractor setforth in section 8 and as adjusted pursuant to the terms of any change order, ifapplicable.

contractorrs Representative shall bear the meaning ascribed thereto in Section 4.7.Cost shall mean expenditures properly incurred (or to be incurred) by theconstruction contractor, whether on or off the Site, including overheads, inru.un".and similar charges also including profit

country shall mean the Islamic Republic of pakistan, being the counky in which theSite is located

Dangerous substance shall mean any natural or artifi.cial substance (whether in theform of solid, liquid or gas, arone oi in combination with each other or any othersubstance) or ndiation capabre of causing harm to man or any other riving organrsm,

or capable of damaging the environment or public health or welfare, incluiinjbut notlimited to, controlled, special, hazardous, toxic or dangerous waste, and ,"li"th", o.not subject to regulation, licensing or permitting undei any environmental law, anyApplicable Law or otherwise

Defects or Deficiencies shail mean, unless otherwise specifically stated and withoutlimitation, any Plant, Materials, works or supplies which faii to conform to theSpecifications or the warranties given hereunier or are of improper or inferiorworkrnanship as described herein

Disclosing Party shall bear the meaning ascribed thereto rn Section 24.1.

Down Payment shall bear the meaning ascribed thereto in Section g.3.2

Down Payment Bond shall bear the meaning ascribed thereto in Secfion 4.2 r, whichshall be in the form set forth in Schedure g (Form of Down payment Bond)

Down Payment Bond Expiry Date shall bear the meaning ascribed thereto inSection 4.2.2

Effective Date shall mean the date on which this contract shall be duly signed byboth Parties

Engineer shall mean the firm ofengineering consultants to be appointed and hired bythe orvne'r v''ith the approval of the power p:urohaser for the purpose of observing theconsttuctiott rrf lle Fxr-riti1y, the Cornmissioning Tests and the pcrtbrmancc

Tcsts andcertifuing to thc P.wer purchaser and to the oinc, ttrc results or the sanrc

Facility shall mcan tlic elcctricity gcnerating facility, as described in theSpecilications to be constructed on Ownei's Site ii the Cormtrv

Final ErA Report shar bear the meanings ascribed thereto in Secfion 4.12.3.

Force Majeure shall bear the meaning ascribed thereto in Section 19

tr'orce Majeure Event shall bear the meaning ascribed thereto in section 19

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Fuel supplier shall mean pakistan State oil company Limited, a companyincorporated under the laws of Pakistan with its registered offrce located at psoHouse, Khayaban-e-Iqbal, Clifton, Karachi.

Fuel Supply Agreement shall mean the agreement so entitled entered into betweenthe Fuel Supplier and the owner dated 5th october 2007 for the provision of fuel forpurposes of testing commissioning and operating the Facility

Governmental Authorities shall mean any provincial, local or national agency,authoity, departments, inspectorate, ministry, official court, tribunal, or public orstatutory (whether autonomous or not) which has jurisdiction over the Parties or all orany aspect ofthe subject matter ofthe project

Governmental Authorization(s) and/or Governmental Approval(s) shall mean allpermits, licences, authorizations, consents, decrees, waivers, privileges, approvals,authorizations or exemptions from, and all filings with, and notices- io, unyGovemmental Authority required in order for the Facility to be engineered, procured,constructed and operated lawfully

Grid shall mean the electrical grid of the power purchaser

GOP shall mean the Government of Islamic Republic of pakistan.

Hazardous Materials shall mean any toxic or hazardous substance or wastelegulated by Applicable Laws in the country or stated as hazardous by theGovernmental Authorities.

rmplementation Agreement shall mean means the agreement so entitled entered intobetween the government ofthe country and the ownir dated lgs September 2007.rnterconnection Point shall bear the meaning ascribed thereto in schedule 7 (ppARelevant Provisions)

Interim Payment certificate shall bear the meaning ascribed thereto in Section8.3.3' in the form set forth in schedule 6 (Form of IntJrim payment certificate).Lapse of consent shall mean any consent (a) ceasing to remain in full force and9ffe91 a1$ not being renewed or replaced *iitrin tfre dme period prescribed by theApplicable Laws of the counrry or (b) (other than a Specified consent) not beingissued upon application having bccn properly and.tinrery n.radc and diligentlylur1ryd, or _(c) being made subject, up.rn reniwal or otherwise, to any tenns orconditions that materially and adversery affect a party's ability to perform itsoblig,ations undcr any d.cumcnt i'cluded withiu thc projcct Documents, in each ofthe obolc instanccs despite such p'rty's compliance witir the applicable procerJural

yd 9ub9!ntiv9 requiremcnts as appried in a''1ron-discriminatory" (as explained inScction 12.1 of the hnplementad<m Agreement)rnu)ner I

Latent Defects Notification period sharl mean in respect of any piece of works, thep,eriod commencing on the date of expiry of the warranty peiioa ror any piece ofworks and continuing untit the date wirich is 24 months thereafter, as may beextended under Section 14 I3.

Lender(s) shall mean the financial institutions extending financing to the owner inrelation to the financing (including any refinancing) of the froJect (or any panthereof), together with their respectiv" ,u " o and assigns

Lenders' Representative shal mean any person engaged by any Irnder inconnection with the transactions contemplated hereby whosJ duties may include: (a)confirmation of the satisfactory compietion of the performance Tests and theoccurrence of Performance Tests; and (b) confirmation of the information contained

in each of the Progress Reports and any Interim payment Certificate

Lube oil consumption shall bear the meaning ascribed to the term in schedure 15

@erformance Guarantee Levels)

1^"8 oit consumption Test shall bear the meaning ascribed to the term in schedule

Mechanical Completion shall mean the date when:

(a) construction contractor has complied with all provisions of the constructionlontract relating to the installation of all necessary components and systems forthe Works (except completion of items listed in thi tunctr tisq;

(b) works are mechanicalry and erectrically sound and free from Defects orDeficiencies, except for those items that have been listed in the punch List:

(e) all Ma3or' bqurpment has been individually tested, checked out and declaredleady to be started up and the results of such testing have been derivered to

Ownerl and

(0 Pre-commissioning has been completed and the Construction

prepared to commence Start_Up ContractoS , is

Mechanical Completion Certilicate shall mean the certificate issued by the Owner'sRepresentative under Section 11.3 of the Construction Contract, in the form set forth

in Schedule 13 (Form of Mechanical Completion Certificate)

Minimum Performance Guarantee Levels shall mean a level regarding thePerformance Guarantees deemed to have been achieved if the measured performancedata do not deviate from the levels of the Performance Guarantees in excess of thefollowing margins:

(a) Facility's Net Electrical Capacity, minus l0%,

(b) Facility's Net Heat Rate, plus 10%,

(c) Facility's Lube Oil Consumption, plus l0%

Net Electrical Capacity shall mean 213.6 MWe for the Facility at theInterconnection Point

Net Electrical Capacity Test shall bear the meaning ascribed thereto in Schedule 20(Performance Test(s))

Net Heat Rate shall mean 8002 kJlkwh at Reference Conditions and 100% load ofthe Facility

Net Eeat Rate Test shall mean a 24-how test conducted in accordance withSchedule 20 (Performance Test(s), while meeting at all times the other PerformanceGuarantee Levels and exhaust stack emissions acoustic noise emissions and effluentwater conditions that meet the levels set forth in the Specifications, to determine theNet Heat Rate

Notice to Commence shall mean the written notice issued to the ConstructionContractor by the Owner's Representative as set forth in Section 9.3 in the form setforth in Schedule 11 (Form of Notice to Commence)

O&M Contract shall mean the agreement so entitled to be entered into between theOwner and the Operator for the operation and maintenance of the Facilify

Operator shall mean the contractor appointed pursuant to the O&M Contract for theoperation and maintenance of the Facility

Owner shall bear the meaning ascribed thereto in the Recitals

Owner's Documents shall mcan all documents issued liy the Oq,ncr to r;thr:rconhctors, or documents submitted by those contractors to the Owner, or the Project

Documcnts, which pertain to the execution of the Works under the project

Ownerts Representatlvc shall bcar thc meaning ascribcd thcreto in Sectirn

3 1-Pak Rupees shall mean 3 1-Pakistani Rupees, the lawful currency of the Country

Parties shall mean collectively the Owner and the Construction Contractor

Party shall mean the Owner or the Construction Contractor as the case mav be

Performance Guarantee(s) sharl mean construction contractor's guarantee(s), asset forth in and pursuant to Schedule 15 (performance Guarantee ievets), that theFaciliry achieves the Net Erecfricar capacity, Net Heat Rate and Lube oilconsumption laid down in schedure 15 gerformance Guarantee Levers).

Perfo,rmance Test(s) shall mean the performance test(s) conducted according to theguidelines provided for such tests in Schedule 20 (performance Test(s) to determineFacility's Net Heat Rate, Facility's Lube oil consumption and Facility's NetElectrical Capacity

Performance Test compretion certificate shall mean the certificate issued inaccordance with Section l 1.5.4 and in the form set forth in schedute 2r(Performance Test completion certilicate) which certifies that a performance Testhas- been completed and states the results thereof in such detail to reflect theperformance of the Facility as tested with respect to Net Electrical capacity and NetHeat Rate and Lube Oil Consumption

Person shall mean any individual, corporation, company, partnership, joint venture,association, trust, unincorp orated organization or Government Authority.

Plant shall mean new and clean machinery and apparatus intended to form orforming part of the works including the supply-onty itlms (if any), which are to besupplied by the Construction Conbactor as specifred in the Contract

Port of Import shall mean the port on which the Construction Contractor shall takedelivery of the equipment and materials to be supplied by the Owner

Power Purchaser sharr mean National rransmission & Despatch company (Throughcentral Power Purchasing Agency) on behalf of Ex-wApDR Distriuutioncompanies), a public limited company incorporated under the laws of pakistan, withits principal office at wApDA House, shahrah-e-euaid-e-A zam, Lahore,pakistan.Power Purchaser's rnterconnection r'acilities shall mean the facilities to beprovided by the Power purchaser for receiving power produced by the Facility.

PPA Relevant Provisions or the power purchase Agreement shal mean therelevant provisions of the power purchase agreement aut a am september 2002entered into between the owner and the powei purchaser, as may be amended fromtirne to time, which are contained in schcdure 7 (ppA Rerevant irovisions)

Pre-r:onrmissionilg sturll.mean the octs, tersts end procedures inl,olvcd rn chccking_out, starting-up and initially opcratinlg items of Major ltc[ripment and Works, eitherscparately and individually or irr sr.:r_Itence only q,161 tlrr.rsc itcms of lf{ajor Equrpnrcntand works thot arc i'tcrconncctcd with thc item being chcckcd-out, -.t"rted-,,p unatested, rn each case as sct out in scrredule tg- (pre-commrssroning' andCommissioning)

/lProgramme shall mean the time schedule defined in Section 4.14 {

Project shall mean the Facility to be constructed on the Site in the Co'ntrv lk-

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Project Documents shall mean the ppA Relevant provisions, the o&M contract andFuel Supply Agreement.

Progress Reports shall mean the progress reports to be delivered on a monthly basis

by construction contractor as set forth in Section 4.4 and in the form set lbrth inSchedule 9 (Form of progress Reports)

Project Schedule shall mean the time frame as per Schedule 3 (project Schedute).Prudent Electrical Practices shall mean the use of equipment, practices or methods,

as reQuired to comply with applicabre industry codes, standards, and regulations inthe Country: (a) to protect power purchaslr's system, employees, igents, andcustomers from malfunction occurring at the prqect and (b) to protect tire irolect andthe-

-owner's employees, contractors, Lender and agents ut th" p-j""t frommalfunctions occurring on the Grid

P-.rdent utility Practices shall mean those practices, methods, and equipment, ineffect at the .time of performance of the wlrks, that are commonry ur"d on u.,international basis by the electric utility indush-y having regard to eniineenng andoperational considerations

.in the country to ingineea design and

*manufacture,operate and maintain electric power generating equipment law-fuily and with safety,dependability, effi ciency and economy

Public Sector Entity shall mean (a) the federal govemment, the provincialgovemment' any subdivision of either, or any local governmental authority withjurisdiction over the Owner, the Project, o uny pu.t thereo! or (b) any deparrment,authority, instrumentarity, agency, or judicial body of the federaf gorr".,,-"nt, th.provincial government or any such local governmental authority,- (c) courts andtribunals in the counhy, and (d) any commisiion or indepen aent reg.tritory agency orbody having jurisdiction over the Owner, the project or any part thereof

Punch List shall mean the list submitted by the construction contractor and3gp.-o*9 by owner's Representative of items that are not completed as of the date ofMechanical completion The items on such list shalr te limitea to ornptltio' ortTllutiol, painting, frnar cleanup, finar grading and any other portion of ihe workswhich do not constitute Defects or D"fi"iei"ies and which do not affect theoperability, safety or mechanical and electrical integrity of the works

Receiving Party shall bear the mcaning ascribed thereto in Section 24.1

Reference c'nditi,ns shall bear ihc rneaning ascribcd theref i' scherlule 15

@erformance Guar?[tee Levels)

Relevant Authority shall mcan thc dcparttrcnt authoritv, ins urircnLalrt-v aErcnu-v (,rother- rcle'arr c'tily fiur' which a coriscnt is to be obaincd and any autirority norly

or other Person having junsdlcho' u'der thc Applicable L".'., oi;; a;;;i ;;t

respect to the Project, as the case may be

ll

|e-uauitity Test shall mean a l6g-hour test conducted in accordance with the llschedule 20 (Performance Test(s)), whire meeting ar all times the it#i XPerformance Guarantee Levels and exhaust stack emissions, acoustic noir

"-i.Jioi, /l/ ,and eflluent water conditions that meet the levels set forth in Specification's,-;;.l.fJ

.,1 :

determine the Net Electrical Capacity.

scheduled raking over Date shall mean March 3lst, 2009, as may be modified inaccordance with this Contract

site shall mean the area of land provided by owner, on which the Facility is to bebuilt and installed, as clearly described and outlinec in schedule 4 (site Deiails).specifications shall mean the specifications for the construction, testing andcommissioning of the Faciliry set forrh in schedule I (Technical specifications ofFacility) and Schedule 2 (Technicat Specifications)

specified Consent shall bear the meaning ascribed thereto in the ImplementationAgreement

Start-up shall mean the process of uniFby-unit starting and initially operating thesystems, subsystems, and components of the project, including but not limited to thepreliminary test requirements of schedule lg (pre-commissioning andcommissioning) A necessary prerequisite of start-Up is that pre-commissioiing onindividual systems, subsystems, components and auxiliaries has been comoleted.unless otherwise stated herein, Start-Up will commen ce at energ)zation of the lowvoltage bus and will conclude upon the commencement of performance Tests

Subcontractor shall mean any subcontractor of the Construction e9n1rag1s1manufacturer or supplier for a part of the works or any person to whom a part of theworla has been subcontracted in accordance with Section 20.2, and the legalsuccessors in title to such Person, but not any assignee ofsuch person

Supply Contract shall mean the agreement so entitled between the owner and thesupply contractor dated october 14,2007 for the design, engineering, procurementand supply of the Facility and each of its components

Supply contractor shall mean Man Diesel sE, a company duly organized andexisting under the laws of Germany, with office located at Stadtbachstrasse l g6153Augsburg, Germany

Taking Over shall bear the meaning ascribed thereto in Section 12.1.1

Taking Over Certificate shall mean a certificate issued by the Owner in accordancewitft scc{ion 12, in the fonn set lbrth rn schedulc 23 @orm of raki'g ovcrCertificatef.'

Taking over Date shall mean the date the works have successfully been completed

lj {l the cnteria specified in Schedule 22 (faking over iriteria; and theSpecifications up to paramctcrs that meet or exceed the performan" Guu.unt""Levels (or Mrnimum Perfbrmance Guarantee levels, sr,rbject to payment of liquidateddamages), which date shall be the date acknowledged *a

"trt"a by o*rrer'sRepresentative in the Taking Over Certificate

Tenporary works shall mean all temporary works of every kind required for theexecution and completion of the Work and the remedying of any defects I

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Tests on completion shall mean the tests specified in the contract and designated assuch, and any other tests as may be agreed by the owner's Representative and theconstruction contractor or instructed pursuant to the change order, which are to becarried out under the constmction contract before the works or the works under theconstruction contract are taken over by the owner The Tests on completion,include without limitation, start-Up, Performance Tests (including , Reliability Test,Net Heat Rate Test, Net Electrical capacity Test and Lube oil consumption Test)and Commissioning Tests.

Test Procedures shall bear the meaning ascribed to the term in Section 1 1.5 l

Time for completion shall mean the time permitted herein for achieving theScheduled raking over Date and the Actual project Acceptance Date in accordancewith Sections 9.5 and 1 l.8

uS$ or united States Dollars shall mean the lawful currency of united States ofAmerica

Warranty shall mean the warranty set forth in Section 14.

wananty Period shall mean the period commencing on Taking over Date 1asp-rovidgd for in the Taking over certificate) and shall terminate twilve (12) monthsthereafter, The warranty Period for subsequent adjustments and replacement pansshall start anew for a 12 months In any event the walanty period shall end latestforty trvo (42) months after Commencement Date

Works shall mean the procurement, manufacturing, factory testing, supply anddelivery of equipment, construction work and other serrrices to be providid by theConstruction Contractor in accordance with this Contract

Scopn On Coxrnacr

For and in consideration of the amounts to be paid to the construction contractor bythe owner as hereinafter set forth, and subject to the terms and conditions containedherein, the construction contractor agrees to provide, fumish and perform the worlq

as required by and in accordance with the following documents which have beenconcurrcntly identified by the Parties hereto and made part hereof as ilfully set tbrthherein:

(a)

o)

This bontract including any amcndments or ()hange Onlers hereto; and

The Schedules athched hcrcto

Thc documcnts forming fhc Contract are to bc laken 's muhrally cxplanatory of oncanother If thcrc is an ambiguity or discrcpancy, the owncr's Repiesentatiw shallissue the necessary clarifications or instructions to the Construction Contractor and /ithe abovementioned order of the documents shall also be the order of their 1/rprecedence The foregoing documents shall not be altered without the prior mutual f,written consent of the Parties

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3. RESPoNSIBILITIES oF OWNER

3.1

Th9 Owner shall pay the Construction Contractor for the Contract Price in accordancewith Section 8 The owner recogrizes and acknowledges the duty to co-operate w.iththe construction contractor, and agrees not to unreasonably interfere with theconshuction contractor's agent, emproyees or Subcontractors during theperformance of this contract except as provided herein and not to unreasonablywithhold documents necessary for paymenis.

of such assistance

The owner shall grant the construction contractor and subcontractors right ofaccess

to and possession of the Site as a pre-condition for the commencementbate suchlsht anq possession may not be exclusive to the construction contractor in that theowner, Lenders, Lenders' Representative, and each of their respective employees,r€presentativ€s and third party consultants, shall be permitted unrestricted u" rs utthcir own nsk aiter duc autlrorization and 'otice to the c.nstruction Cort u"io -

The- ou}9r shall be resporuible lbr thc suitability and availability of the access roaLl

to the Site' including the availability of a suitable bridgc to carry thc MajorF)tluiprncnt ovcr thc canal adiatrarr ru tle site which must d comptetej latest by 1,,May 2008 The Consftuction contractor shall (as between the parties) be responsiblefor the repair of access routes damaged by construction contractor or hissubcontractors The construction contractor shal provide any signs or directions,which he may consider necessary for the guidance of his staff, tauorir ana others Theconstruction contractor shalr,

^with the co-operation of the owner, obtarn anypermission that may be required from any Governmental Authority for the use of sucilroutes, signs and directions

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3.3

The Owner shall not be responsible for any claims which may arise from the use orotherwise of any access route.

3.4 OwNER'SREPRESENTATIIT,

3.4.I Appointment of Owner's Representative

The Owner will appoint a representative (the Owner's Representative) that shallserve as the Owner's interface with the Construcfion Contractor with respect to allaspects of the performance of the Work under the Contract The Owner may replacethe Owner's Representative at any time (and from time to time) with prior writtennotice to the Construction Contractor

3.4.2 Duties of Owner's Representative

Except to the extent otherwise stated in the Conhact or as otherw'ise notified by theOwner from time to time, the Owner's Representative has full authority to act onbehalfofthe Owner for all purposes specified in or necessarily to be implied from thecontract, including review and approval of drawings, invoices and change orders,issuance of certificates, decisions, instructions and orders, reporting and advisorymatters specified in the conhact to be carried out by the owner, provided however,that the orvner's Representative has no authority to amend or modifr any of theprovisions of the Conhact unless the Owner has given written notice to theConstruction Contractor of the Owner's Representative's express authority Anyproposal, inspection, examination, testing, consent, approval or similar act by theOwner's Representative (including the absence of disapproval) shall not relieve theconstruction contractor from any duty, responsibility or obligation, includingresponsibility for his acts, errors, omissions, discrepancies and noncompliance withSection 5.3 and 5.4 The Owner's Representative is the Construction Contractor'sprimary point of contact with the Owner in relation to performance of the Work underthe Confract

The Owner's Representative shall copy to the Owner all communications given orreceived by him in accordance with the Contract.

3.4.3 Owner's Representative,s Authority to Delegate

The owner's Representative may from time to time delegate any of his duties toassistants, and may at any time revoke such delegation Any such delegation orrcvocation shall be.irr wi'itirrg antl shall not take ellbct until it has been delivered tothe Construction Contractol and to the Owner Any deteunination, instruction,inspection, cxamination, testing, consent, apprlrysl or similar act to any such assistant

of the Owner's RePresentative shall havc thc same effect as though it hatl bccn thc uct

uf llc Owrter'.s R e.nresentative, horvever:

(a) any failure to disapprove any Plant, Materials, design or worknanship shall

not prejudice the right of the Owner's Representative to reject such plant,Materials, desigrr or workrnanship

(b) if the consfuction contractor questions any determination or instruction of

an assistant of the owner's Representative, the construction contractor rnay

refer the matter to the Owner's Representative who shall confirm, reverse orvary such determination or instruction.

3.4.4 Owner'sResponsibility

The owner causes the owner's Representative to perform every act required underthe contract to be performed by the owner's Representative, and any obligationstated under the contract to be an obligation of the owner's Representative is deemed

to be an obligation of the owner The owner is responsible to the constructionContractor for any act, error

performance of histrer duties

omission of the Owner

or omission of the Owner's Representative in theunder the Contract as if thev were an act error or

3.4.5 Owner'sRepresentativefnstructions

The Construction Contractor shall comply with instructions given by the Owner'sRepresentative in accordance with the Contract

3.4.6 Owner's Representative to Attempt Agreement

When the Owner's Representative is required to determine value, Cost or extension ofTime for Completion, he shall consult v/ith the Construction Contractor in anendeavor to reach agreement If agreement is not achieved, the owner'sRepresentative shall determine the matter, subject to the right of either Party to seekrecourse pursuant to Section 23

3.4.7 Owners' Representative's Discretion

Wlenever, under the Conttact, the Owner's Representative is required to exercisediscretion by: (a) giving a decision, opinion or consent; (b) expressing a satisfaction

or approval; (c) determining value; or (d) otherwise taking action which may affectthe rights and obligations of the construction contractor or the owner the owner'sRepresentative shall exercise such discretion fairly and reasonablv within the terms ofthe Contract and having regard to all the circumstances

3.5

The owner shall make available to construcfion contractor all fuels required forcommissioning Tests and rcsts on completion latest by I I n November 200g in the amorints and quality stipnlateC by the Ccnstrucdon Conractor.

3.6 EawEB

The uwner shall be responsiblc that Power purchaser shall try latest I't Nove.mber

2008 provide the Power Purchaser Interconnection Facilitier *hi"h shall be completeand capable of absorbing the electrical power generatcd by the Facility into the Gridsystem, as necessary for testing and commissioning of the Equipment ,

4 RnspoNsrsrLITIES On CoNsrnUcTIoN coNTRAcToR

4 1

4.1'l The Construction Contractor shall perform or cause to be performed the Permanent

Works and the Temporary Works for all phases of the Contract, including delivery,site clearance, civil works, construction and erection, installation, start-up (includingcalibration, inspection and start-up operation), demonstration and testing of theworks, perform Tests on completion and during the contract period, provide alllabour, materials, equipment, machinery tools, transporcation, construction fuels,chemicals, utilities, administration and other services or items required to completethe works, all on a lump sum, fixed price, and otherwise in accordance v/ith thisContract, including without limitation the Specifications, and in compliance with allApplicable Laws and Applicable Permits and generally recognized professional andindustry standards (including Prudent Utility Practices and Prudent ElectricalPractices) The Conskuction Contractot shall further construct and execute the Works

in a manner consistent with the requii:ements of the PPA Relevant Provisions, asstipulated under Schedule 7 (PPA Relevant provisions), and to provide the ownerwith a complete, integrated and fully functional electrical generation plant TheOwner is relying upon the expertise of Construction Contractor to fumish acompleted Project in accordance with the terms of this Contract The ConstructionContractor acknowledges the Owner's reliance upon the expertise of ConstructionContractor as set forth in this Section

4.1.2 The works as completed by the construction contractor shall be wholly in

accordance with the Contract and generally recognized professional and industrystandards (including Prudent Utility Practices and Prudent Electrical Practices) asdefined in the Contract and the Project Documents The Works shall include anywork which is necessary to satis$r the Specifications and the Schedules or is implied

by the Contract, or arises from any obligation of the Construction Contractor, and allworks not mentioned in the Contract but which may be inferred from the Contract to

be necessary for stability or completion or the safe reliable and efficient ooeration ofthe Works and the Facility

4'1.3 The Construction Contractor shall execute, construct and complete the Works, within

the Time for Completion, and shall remedy any Delbcts or Deficiencies that may arisevdthin the Warranty Period irrespective of whether such befects or Deficiencies can

be remedied during the warranty Period However, save and except for warranryclaims, in no event shall the time for remedying such Defects and Deficiencies extendbeyonrl the timc of handing over the Actual project Acccpl.ance certificatc ThcConstruction Contractoi shall provrde all superiirtendenie, iabour, Plant, Materials.constuuction contractor's Equipment, Temporary works and all other things, whether

of a tcmporary or perlliancrrt ruturc, rcquired in and fbr such design, execufion,completion and remerJying of Defects or Deficiencies The Construoti,on Contractorshall prosccute the Works confinuously and dihgently and shall achievc thc TakingC)ver Date on or before the Scheduled Taking Over Date, and thereafter achicvc thcActual hoject Acceptance Date as expeditiously as possible, but not later than onehwrdred and eighty (180) Days after the Taking Over bate

4.1.4 Construction Contractor shall satisfr himself prior to the Effective Date regarding the

design criteria (if any) included in the Specifications and the accuracy of any out points, lines and levels of reference specified in the Specificx.nr Cotrrtr,r"tiol

setting-Contractor shall make no claim for additional compensation, extension of the Timefor Completion, Change Order or otherwise for any alleged enor, fault or defect inthe Specifications.

4.1.5 The Construction Contractor shall take full responsibility for the adequacy, stabilify

and safety of all Site operations, of all means and methods of construciion and of allthe Works, irrespective of any approval or consent or the lack thereof by the Owner'sRepresentative

4'1.6 The Construction Contractor shall give the Owner not less than 35 days notice of the

date from which it shall commence the Construction Contractor's interconnectronworks

4.1.7 Not Used

4' 1.8 The Construction Contractor shall, upon the Owner's request, submit such details of

Works as reasonably required by the Owner

4'1'9 Any approval or failure by the Owner's Representative to disapprove or object to any

matter or thing shall not prejudice his power subsequently to take action under theContract in connection therewith

to the amount of the Down payment, guaranteeing ih" "pu1-.nt of the DownPlrment in case of non-performance by the construction contractor due to reasonswithin construction contractor's control (the Down payment Bond) The DownPayment Bond shall come

-into force upon the constructi,on contractoi's receipt ofthe Down Payment, as notified by the construction contractor to the bank issuing theDown Paynent Bond, with a copy of the same provided to the owner The partieshereby agree that it shall be the construction contractor's obligation to immediatelynotiry the bank issuing the Down payment Bond of the receipt of the Down pa;rment.The Down Payrnent Bond shall be valid until the Down payment Bond has beenadjusted to a zero balance in accordance with the provisions -of th" Do*o paymentBond and Section 4.2,3 (the Down payment Bond Expiry Date) The constructioncoltracto' heretry arrecs and unde.rfakes to keep fhe Down payment Bond valid cndcnlbrceab'le until the | )orvn Payment Bond b.xpiry Date In the event thc DownPayment Bond expires prior to tle Down iruy-"nt Rond Expiry Date, theconstnrctio' co't.us[ur shrll cxtcnd thc validitl of thc Down r'ovirrort lJoniJ J0days plior to ils cxpiry so as to keep it valid and cnf.orcenhle rrntil thi frowr*;;

tsond E,tpiry Date In the c-l'cn[ <rf t]ilurc by thc Coustr uctiuu Coltlaotor tu cxlenrJthe validity of the Down paynent Bond in accordance with this section 4.2.2, Lheowncr may encash the Down payment Bond to its full outstanding value_

4'2'3 The Down Payment Bond shall be reduced in accordance w.ith th€ terms thereof

4.2.4 upon expiry, the Down payment Bond shall be null and void and

immediately retumed to the Construction ConFactor shall be

4.3 NoTUSED

4.4 MoNTHLY PRocREss REpoRTs

4.4.1 Monthly Progress Reports in writing shall be prepared by Construction Contractor

and submitted to Ownerrs Representative in six (6) copies as set out in Schedule 9(Form of Progress Reports) The Cons8uction Contractor shall submit a sampleprogress report for the Owner's review and approval within thirty (30) days after thecommencement Date The first Progress Report, in the form and manner approved bythe Owner shall cover the period up to the end of the calendar month after thecommencement Date Progress Reports shal be submifted on a monfhly basisthereafter, within 10 Business Days of the next month Reporting shall continue untilthe construction contractor has completed all the work which is known to beoutstanding at the completion date as stated in the Taking over certificate

4.4.2 Monthly Progress Reports will contain information and data relating to the respective

time period (calendar month) and cumulative data covering the time period up to theIast day of the respective month as well as main activities forecast foi the subsequentmonth

4-4-3 Construction Contractor shall also give access to Owner to the followine information:

a) copies of quality assurance documents, test results and certificates of

Materials, Major Equipment and major construction achieved, established forthe Facility and held by the Construction Contractor:

safety statistics, including details of any hazardous incidents andrelating to environmental aspects and public relations;

comparlsons of actual and planned progress of the works, with details of anvaspects which may jeopardize the completion in accordance with the programand the contract, and the measures being (or to be) adopted to overcome -suchaspects;

survey of the unsolved claims or disputes that involve requests for extension

to the Time for completion or adjustment to any other date or milestone setforth in this contract or increase in the contract price including changeOrders:

actual project siruatton, descriptions of progress, including each stage ofprocurement' manufacture, testing, commissioning construction and delivery;

survey ol'construction contractor's personnel and construction contractor'sEquipment on Sitel

charts showing the stafus of construction Documents, purchase orders andmanufacture; and

any supporting information and documentary evidence in respect of anyrequests for owner's consent for extension to the Time for completion oradjustment to any other date or milestone set forth in this contract or incre ase

in the Contract price

4.5 OTHERREPoRTS

4.5.1 The Construction Contractor shall after sixty (60) days after the Effective Date

submit a report to the Owner detailing the consents required pursuant to the projectDocuments which have been obtained or which have been applied for but not yetissued along with a plan reasonably acceptable to the owrei for obtaining suchconsents and an estimate of the time within which such consents may be obtained.4.5-2 The Construction Contractor shall assist the Owner and provide all such information

to the Owner, to the extent it is available with the Constnrction Contractor, which theowner requires for obtaining any consents (including Consents) which are (i)applicable to the Owner (ii) which relate to the Works una liii; whicir are required to

be procured by the Oumer in terms of this Contract The Construction Contractorshall promptly notis the owner in a timely manner upon becoming aware of anychanges in the information to be provided to the owner iursuant to th; confract.4.6 NoT USED

4.7.1 Construction Contractor shall appoint and maintain with the consent of the Owner,

vdthin fourteen (14) days of the Effective Date, a representative (the Contractor'sRepresentative), that shall serve as the Construction Contractor's interface w.ith theOwner with respect to all aspects of the performance of the Work under this Conhact.The Construcfion Contractor shall not replace Contractor's Representative withoutthe prior written consent of the Owner

4'7.2 The Contractor's Representative shall be an experienced and capable person and a full

time employee of the Construction Contractor dedicated to directing the preparatron

of the Construction Documents and the execution of the Works ':

4.7.3 T'be contractor's Representati ve will be the ovr.ner,s pimary point of contact with

Construction Contractor in relation to performance of tire Work under this Contract.4'7 '4 The Construction Contractor is fully and solely responsible to the Owner for any act,

omission or elTor of the Contractor's Representative as if they were an act, error oromission of the Construction Contractor

4'7'5 Hxccpt to the ertcnt othcrrvise lotifieC by thc Corutrucl.ion Contractor fio6i time t<r

time, the Contactor's llepresentative has full authority to act on behalf of theCoustruction Contractor for all purposes in connection with the (-:ontract, including,inter alia revierv ond opprolal of draw.ing and iuvuigcs rc(Irest.s fi.rr Chxngs Orderi,issuance of certificnfes, decisions, instructions ond ordcrs, rcporting anJ advisorymatters specified in the contract to be carried out by the Constructiln Contractor,provided however, the Construction Contractor's Representative has no authority to-amcn{ or modi} the provisions of the Contract unlJss the Construction Contractorhas given written notice to the owner of the contractor's Representutiu,

"*p."r,authority Except as otherwise stated in the Contract, the Contractort n"pr.r""Ltiu" /shall receive (on behalf of the construction Contractor) uu

"oti""i i'nrtru"il; {/consents, approvals, certificates, determinations and other communications under, the /tz

4.7.6 Whenever the Contractor's Representative is to be absent (provided that such absence

shall not exceed 45 days), a suitable replacement person shall be appointed as theContractor's Representative with the prior approval of the Owner's Representative

4.7.7 Subject to the Owner's consent, the Contractor's Representat ive may from time to

time delegate any of his duties, powers, functions and authorities to any competentperson, and may at any time revoke such delegation Any such delegation orrevocation shall be in writing and shall not take effect until the Owner has receivedprior notice signed by the contractor's Representative, speciffing the powers,functions, duties and authorities being delegated or revoked Any determination,instruction, inspection, examination, testing, consent, approval or similar act to anysuch assistant of the Contractor's Representative shall have the same eflect as thougl

it had been the acf of the contractor's Repres entative The contractor,sRepresentative and such persons shall be fluent in the language, written and verbal,for day-to-day communications

4.8 CoNSTRUCTIONDOCUMENTS

The Construction Documents shall be in the custody and care of the ConstmctionContractor The Construction Contractor shall provide sufficient number of copies ofContract Documents for the use of the Owner's Representative or as specified in theSpecifications

4.9 Co-ORDINATIONoFwoRKS

4-9-l The Construction Contractor shall be responsible for the coordination and proper

execution of the works ensuring that such work is proceeding according io iheContract The Construction Contractor shall also be responsible foi coordination withother contractors to the extent specified in the Specifications

4.9.2 The Consffuction Contractor shall obtain, coordinate and submit to the Ou,ner's

Representative for his information all details from Subcontractors builders andsuppliers, including unpriced copies of subcontracts for Major Equipment, andconstruction

4.IO SETTING OUT

The Construction Contractor shall set out the Works in relation to original points,lines and levels of reference spccified in the Specificatiorrs or, if not speiified given

by the Ownefs Reprcscntati-v'c in '*riiing The Construction Couhacior shall correct,

at his cost, any error in thc positions, levels, dirnensions or alignment of the Works

4.t r

4.11.1 Unless otherwise stated in this Contract, the Construction Contractor shall institute a

quality assurance system to demonshate compliance with the requirements of theContract Such system shall be in accordance with the details stated in the Contractincluding, without limitation, as provided in the Specifrcations and schedule 14(Qualify Assurance / Qualiry control) compliance with the qualify assurancesystem shall not relieve the construction contractor of his dutiei, obligations or

4'11'2 Subject fo the more particular requirements of as provided in the Specifications,

details of all QA/QC procedures and compliance documents shall be submitted to theOwner's Representative for his information before each design and execution stage iscommenced when any eA/ec document is issued to the owner's Representativi, itshall be accompanied b.y the signed quali4r statemenfs for such document, inaccordance with the details stated in the Contract The Owner's Representative shall

be entitled to audit any aspect ofthe system and require corrective action to be taken.4.I2 SITE DATA

4'12'I The Owner shall have made available to the Construction contractor prior to the

Effective Date, the data available to the owner on hydrological and sub-surfaceconditions at, under and around the Site, and studies on enviroimental rmpact whichhave been obtained by or on behalf of the owner from investigations of the works,which information is described in schedure 1g (Techiicar Studies) TheConstruction Contactor shall be solely responsible for interpreting all data, and theOwner makes no warranty or representation that the iniormaion described inSchedule 18 (Technical Studies) is complete or exhaustive

4'12'2 The Construction Contractor shall be deemed to have inspected and examined the

Site' its surroundings, the above data and other available information, and to havesatisfied himself pnor to the Effective Date as to:

(a) the fotm and nature ofthe Site, including surface and sub-surface conditions;(b) all applicable the hydrological and climatic conditions, including those oftheSite: and

(c) the extent and- nature of the worlg rabour, manpower, services, constructionequipment and Materiars n€cessary for the execution and compretion of theWorks, and the remedying of any Defects or Deficiencies

4.12.3 The construction contractor shall be deemed to have obtained all necessary

information as to risks, contingencies and alr other cacumstances, which mayinfluence or affect the contract price or the programme beforehand It is herebyackmowledged by the Construcfion Contractor that the Owner has already submitted

to the Construction Contractor the final environmental impact assessment (Final EIAReport) prepared by NESPAK, as referred in Schedule Ig (fechnicat Sfudies) Inthe event the Final EIA Repol is-'significantly approved' by the Relevant Authority,the (lonsfnrction contractcr shal not be entitlci io any ciange order Ilowever, ifthe Iinal EIA Rcport is disapproved or is 'significanriy urn.id.d' by tlie RelevarrtAuthority, the construction conhactor shalf be entiiled to a chinge order inaccordznce with Section r0 For the purposes of thi"- section 4.12.2 the paftes shallconsult each other and mutually agree on whether thc Finar EIA Report has been'significantly

approved' or 'significintly amendetl' by t1c Rclcvant Ajhontv

4.r3

The construction contractor shall be deemed to have satisfied himself as to thecorrectness and sufficiency of the contract price unless otherwise stated in thecontract, the contract Price shail cover all his obligations under the contract and.all

j l r

things necessary for the proper design, execution and completion of the Works andthe remedlng of any Defects or Deficiencies as required by the Confract.

4.I4 PROGRAMMEoFWoRK

4.14.1 Within forty five (45) days after Effective Date the Construction Contractor shall

prepare and submit to the Owner for his approval a programme of rvork (theProgramme) setting out in such manner and detail as the Owner may reasonablyrequire, the sequence in which and dates, by which the Construction Contractorproposes to perform his obligations under this Contract and the date by which theConstruction Contractor reasonably requires that the Owner should have providedany further drawings or information or taken any other action to permit theConstruction Contractor to perform his obligations, however , such dates shall notdeviate from the durations and milestones established in the preliminary programmeset out in Schedule 3 (Project Schedute) attached hereto and shall be in accordancewith the Specifications, provided however that minor deviations from the milestonesand durations stated in the preliminary prognmme shall be permitted at the Owner'sconsent, to the extent that such minor deviations in no rnanner effect the ScheduledTaking Over Date or the Contract Price

4.14.2 lf the Programme so submitted by the Construction Conkactor adheres to the dates

and periods specified in this Contract and is otherwise reasonable, the Owner shallapprove it

4.14.3 Tlre Programme shall include the following:

(a) the order in which the Construction Contractor proposes to carry out the Works(including each stage of design, procurement, manufacture, delivery to Site,construction, erection, testing and Pre -commissioning, Start-Up and the Tests onCompletion);

(b) the sequence of Pre-commissioning, Start-Up and Tests on Completion,including the submission of proposed procedures for the conduct of eachactivity; and

(c) the times when submissions and approvals or consents by the Owner,sRepresentative are required, as indicated in the Specification

4.74.4 T"he Programme shall include all major events and activities in the production of

Consfruction Documents

4.14.5 Thc Constructron Contractor shall, whurcvcr required by the Owner's Represenl.ativc,

provrde in wr'iting for information, a general description of the arrangements andmethods rvhich thc Conshrrction Contrackrr proposes Io adopt for the execution oftheWorks No significant altcration to tlrc Prugrammc, or to such arrangements andmethods, shall hc madc without i1fol1iug tfie Orvlcr's Rcpreucntatiye and anyalterations made shall rellect the requirement for coordination of the Works with theactions and obligations of the owner and the works to be carried out by othercontractors of the Owner pertaining to the Project If any alteration affects any suchactions, obligations or the Works, it shall not be made without the prior approval of 7the Owner's Representative If the progress of the Works does not conform to the /Programme, the Owner's Representative may instruct the Construction Contractor to l,r

l\l-revise the Programme, showing the modifications necessary to achieve completionwithin the Time for Completion.

4.14.6 Progress reports covering the execution of the Construction Contractor's obligations

under this Contract shall be submitted on a monthly basis to the Owner according to aprocedure to be agreed upon such reports shall emphasize any delay in theProgramme

4.I5 UNF0RESEEABLESUB.SURFACEcoNDITIoNS

If sub-surface conditions are encountered by the Construction Contractor whichmodi& or revise the design, construction and engineering of the works, theConstruction Contractor shall, before such conditions are disfurbed, give notice to theOwner's Representative so that the Owner's Representative can inspect suchconditions

4.16 SAFE]|YPRECAUTIoNS

The construction contractor shall comply with all applicable safety laws andregulations in his design, manufacture, engineering, construction and procurement ofthe works, including, without limitation, Applicable I-aws and Applicable permits,the most recent revisions of standards published by the International Organization forStandardization for the protection of the environment and human health and safetyand Schedule 5 (iVlinimum Safety Requirements) The Construction Contractorshall, from the commencement of Works on Site until Takine Over by the Owner.provide:

(a) lighting, guarding, watching and protecting the Works;

(b) temporary roadways, foofways, flagmen, warning signs, guards and fenceswhich may be necessary for the accommodation and protection of oxmers andoccupiers ofadjacent land, the public and others;

(c) reasonable measures for the prevenfion of fires:

(d) the elimination of excessive dust or smoke;

(e) the protection of overhead utility lines, underground pipes, conduit or cables;(f) protection of adjacent properties from subsidence, collapse, discharge, and fromdust, smoke, fire and chemical or othcr intrusion from the Derformance of theWorks;

(g) personnel protection equipment for construction contractor's personnel andOwner's personnel; and

ft) first aid facilities for construction contractor's personnel and owner'spersonnel

Should - the Owner request that Consfuction Contractor provide safeguardsreasonably required for the protection of persons or property as required uy ttrisSection and should construction contractor fail to comply with such request *ithin u

reasonable time, Owner may provide such safeguards and Construction Contractor

shall reimburse Owner for the reasonable costs thereof

4.17 CoNsrRucrroNCoxrnacron'sEourpuext

Unless otherwise stated, the Construction Contractor shall provide highly specialised

equipments, if any, as are required to complete the works and upon completion of the

relevant part ofthe Works, the Construction Contractor shall be entitled to remove all

the constmction contractor's Equipment necessary to complete such part of the

Works

4,I8 NoT USED

4.I9 DoCUMENTATION AND RIGHT oFAUDIT

4.19-l W},ere the Constnrction Contraclor is required to perform any work outside the scope

of Works, on a unit price, cost plus or time and material basis, the Construction

Contractor shall prove the prices, expenses, costs etc for the purpose of the Owner's

auditing and veriSing

4.19.2 The Construction Contractor shall provide the Owner with the above-mentioned

documents in computer readable format, if available, as well as an original hard copy

The Owner's representative shall have the right to reproduce any of the aforesaid

documents, shall be allowed to interview any of the Construction Contractor's

employees and shall be provided adequate and appropriate work space in order to

conduct audits in compliance with this audit provision Any adjustments and,/or

payments which must be made as a result of any such audit or inspection of the

Construction Contractor's invoices and./or records shall be made within a reasonable

amormt of time (not to exceed ftirry (30) days) from presentation of the owner's

findings to the Construction Contractor The Construction Contractor will not charge

for its costs incurred by it which are associated with the audit.

4.20 LENDERREoUIREMENTS

4.20.1 Amendment

The construction contractor shall cooperate with the owner in the negotiation and

execution of any reasonable amendment to or modification of the contract required

by any Lenders or other entity providing financing for the contract, works, pioject

cr Plant Ssve anC except that nelthct ihc Consiructiorr Contractor's financial interest

nor the scheduled raking ol'er Date shall be impacted by the Lcndcrs asicing ficr

furthcr rcquircmcnts ovcr aud above tltrsc specifietl by the Contract.

4.20.2 Not Used

4.20.3 Cooperation

The Construction Contractor shall also cooperate with the Owner in the negotiation

and execution with any Lenders or other entity providing financing for the Contract,

Works, Project or Plant, of a reasonable consent to assignment of the Contract (which

may' amang other thingq contain notice requirements and extended cure provisions

for such Irnders or other entity in the event of the Owner default) and wilf provide a

reasonable opinion ofcounsel, in each case, to the extent required by such Lenders orother entity There will be no separate costs claimed for the aforesald coooeration bvthe Construction Confractor and/or for extending the cure period.

4.20.4 Information for Lenders and Lenders Representative

The Construction Contractor shall provide at the Owner's or Lenders'expense suchdocuments and other technical assistance as Lenders may reasonably request inconnection with obtaining financing for the Project During the performance of theWorks, the Construction Contractor shall make available to the Lenders informationrelating to the status of the Works including information relating to the equipment forthe Project and such other matters as the Lenders may reaionably riquest TheLenders and their engineers and consulfanfs, inc)uding the Lenders' heprisentativgshall have the right to participate in all inspections conducted by the Owner under thisContract and to attend all Performance Test(s) The Ownei shall cause all suchpersons to observe the Construction Contractor's security and safety regulations at allapplicable locations and to refrain from interfering with the Construction Contractor'sperformance of the Works.

4.20.5 Direct Agreement with Lenders

The Construction Contractor acknowledges that the Owner will iinance thedevelopment of the Works by way of project financing techniques supported byvarious knders The Constnrction Contractor will consent to the assignmlnt of theOwner's rights under various agreements, including this Contract and the DownPayrnent Bond and enter into the direct agreement which will include cure, step-inand novation rights and any other provisions reasonably required by any Lender inrelation to a project of this type

The Panies agree that, subject to the foregoing such direct agreement wifi in nomanner alter, amend or modiff the Construction Contractor's tltrts and obligationsunder this contract without the construction contractor's

"onrrnJ

4.20.6 Security over Insurance proceeds

The construction contractor acknowledges that the owner may, at the owner,s solediscretion, enter into security arrangements with any kndei in respect of the

- proceeds payable under policies of insurance reouired to be obtained and maintained

by the QurDer 64d the Constrrction 'Contractor under the Porver,Durchase Agreementincluding orranging for procecds of such policics of insur.alcc to bc pai.l iltoaccounts secured to the Lenders as collateral for the Owner's indebtedness TheConstruction Contractor hereby consents to such arrangements

4.20.7 Cooperation with the Lenders and their Advisers

The construction contractor shall, if required by the Lenders, liaise and oq?rt with any Lender, (and its representatives and advisers) and provide itwith copies of all rrotices, reports and other documents it provid'es to theowner hereunder, together with all information in connection with the workswhich it may reasonably require

co-(a)

(b) In addition, the Construction Contractor shall permit any Lender and its

representatives and advisers access to any part of the Site in the same manner

as if the Lender and its representatives and advisers were part of the Owner'sPersonnel under this Contract

4.27

4.21.1 In performing its obligations under the Confract, the Construction Contractor shall

establish and maintain good, prudent and intemationally acceptable financial andadministrative practices, standards, procedures and controls.

4.21.2 Construction Contractor shall perform all of its other obligations untler the Contract.

The Consfuction Contractor shall perform all such work not specifically mentioned

in the Contract but which can be reasonably inferred from the Contract as beingrequired for the proper performance of the Work as if performance of such work wereexpressly mentioned in the Contract

4.21.3 Construction Contractor shall be solely and fully responsible for all acts, deeds and

omissions of its representatives, employees, Subcontractors, vendors, suppliers andother persormel engaged by the Construction Contractor for the performance ofWork

4-21-4 Consttucfion Contractor shall procure and transfer to the Owner rights to all patents,

copyrights, licenses, trademarks, and all such other similar rights ;hich are rlquired

by the Owner for owning, operating and using various technologies, which have beenprovided by the construction contractor as part of worlg in the proiect

4.23 AccEsS RoUTE

, , The Construction Contractor shall be dee rned to.have satisfied himself as to thesuitabilify and availabilif of the access routes he chooses t6 use -The ConstrucfionContractor shall (as between the Parties) be responsible for the repair ofaccess routesdamaged by Construction Contractor or hii Subcontractors The ConstructionContractor shall provide any signs or directions, which he may consider necessary for' the guidance of his staff, labour and others The Construction Contractor shall withthe co-operation of the o^rvner obtain any pennission that may be required from anyGovemmental Authority for the use of such routes, sigas and iirections

The owner will not be responsible for any claims which may arise from the use orotherwise of any access route The owner does not guar;ntee'the suitab rty oravailability of any particular access route, and the conskuction contractor shali not /

be entitled to claim any change order for any non-suitabirity or non-availabilit;;rr

l :

continuous use during construction ofany such route.

4.24 RIGHT oF WAY AND FACILITY

The Construction Contractor shall not be obligated for procuring or paying for thoseeasements for Site access identified in the Specificationi, and aiy such costs shall bebome by ourer The construction contrictor shall provide, at his own cost, anyadditional facilities outside the Site required by him for the purposes of the worksand any easements or right-of-way required from the r"-" Th owner shall co-operate in obtaining necessary permits and approvals for such right-ofway and /orfacilities

4.25 PROTECTIONoFTHDENWRONMENT

The construction contractor shall comply with all Applicable Laws and ApplicablePermits in its access arrangements, procurement, construction and operations on Site,including those pertaining to protection of the environment During construction, theConstruction Contractor shall take all necessary steps to protect the environment(both on and off the site) and to limit damage and nuisance to people and propertyresulting from pollution, noise and other results of his operations The constructioncontractor shall enswe that air emissions, surface discharges and effluent from theSite during the contract period shall not exceed the values indicated in theSpecifications, and shall not exceed the values prescribed by Appricable Laws andApplicable Permits

The construction contractor shall provide properly designed storage areas which areimpermeable to leakage into the surrounding-soii for storage of iils, Iubricants orother hazardous wastes Such storage will also be coverld and protected frominundation and overflow by rainfalr into the surrounding soil Hazardous wasteqenerated during completion of the works will be properry disposed of by theconstructi,' con*actor on completion of the works The construction contractorshall be responsible for keeping safe and disposing any Hazardous Materials andDangerous Substances on Site generated during comiletion of Works

nThe Construction Contractor will not be charged for water, fuel and po*" .ort, ,{incurred during sart-up, pre-commissioning, trial runs and, subject to section t i

{i;/kJPerformance Testing

4.27 CLEARANCE oF SITE

During the execution of the Works, the Construction Contractor shall keep the Sitefree from all unnecessary obstruction, and shall store or dispose of any ConstructionConfractor's Equipment or surplus materials The Construction Contractor shall clearaway and remove from the Site any wreckage, rubbish or Temporary works nolonger required

Upon the issue of the Taking Over Certificate, the Construction Contractor shall clearaway and remove, from that part of the site and works to which the Taking overcertificate refers, all construction contractor's Equipment, surplus -ut iul,ureckage, rubbish and' Temprary Works The Consttuciion Contraitor shall leayesuch part of the Site and the Works in a clean and safe condition to the satisfaction ofthe Owner's Representative Except that, the Construction Contractor shall be entitled

to retain on Site, until the expiry of the warranty period, such constructioncontractor's Equipment, Materials and remporary works as required by it for thepurpose of fulfilling its obligations under the Contract.

If the construction contractor fails to remove, by twenty-eight (2g) Days followingexpiry of the Warranty Period, any remaining Constructi,on bontractor's Equipmentlsurplus material, wreckage, rubbish and Temporary works, the owner may sell orotherwise dispose of such items The owner shall be entitled to retain, from theproceeds of such sale, a sum suflicient to meet the costs incurred in connection withthe sale or disposal, and in restoring the Site Any balance of the proceeds shall bepaid to the Construction Contractor If the proceeds of the sale are insufficient tomeet the owner's costs, the outstanding balance shall be recoverable from theConstruction Contractor by the Owner

4.28 Srcunny orrnr SITE

Unless otherwise stated herein:

(a) the construction contractor shall be responsible for keeping unauthorizedencroachment and./or persons off the Site; and

(b) authorized persons shall be limited to the employees of the constructionContractor, employees of his Subcontractors und f".ror* authorized by theowner or the owner's Represantative, including the iender's Representative.

*:'H*T;li:if;;:l;li'.lff l;:&XlJffi:'.,:"Jff i.i#J:ffi"l;#::::

the L:onstructlon Contractor by the Ownei,s Representative

4.30 Fossrls

All fossils, coins, articles of value or antiquity, and structures and other remains orthings of geological or archaeological interest discovered on the Site shall (asbefween the Parties) be the properf ofthe Owner- The Construction Contractor shalltake reasonable precautions to prevent his staff, labour or other Persons fromremoving or damaging any such article or thing The Construction Contractor shall,immediately upon discovery of such article or thing, advise the owner'sRepresentative, who may issue instructions for dealing with it.

If the Constmction Contractor suffers delay and/or incurs Cost in following theseinstructions of the Owner's Representative, and if such delay and/or Cost was notforeseeable, the conskuction contractor shall give notice to the owner'sRepresentative, with a copy to the Owner After receipt of such notice, the Owner'sRepresentative shall proceed in accordance with Section 3.4.7 to agree or determine:(a) any extension of Time for Completion to which the Construction Contractor isentitled under Section 9.6; and

(b) the amount of such Cost, which shall be reimbursed on top of the Contract Price,and shall noti$r the Construction Contractor accordingly

4.3I DAMAGEToROADS,/EIGIIWAYS

The Construction Contractor shall prevent any ofthe highways or bridges connectingwith or on the route to the Site from being damaged or injured by any traffic of theConstruction Contractor or any of his Subcontractors The Conskuction Contractor inparticular shall select routes, choose and use vehicles and restrict and distribute loads

so that any such extraordinary traffic that will inevitably arise from moving the plant,Major Equipment and Material from and to the Site shall be limited as far asreasonably possible so that no unnecessary damage or injury may be occasioned tosuch highways and bridges

4.32 P,l,nTrcrp,q.rrox

construction contractor shall and shall cause each of.his subcontractors to (to themaximum extent possible) give preference to the use of construction equipment andother equipment, materials and products produced and manufactured in the country

Dpsrcr+

5.1 DEslcx oE ruE woRKs

5.1.1 The Construction Contractor shall obtain the approval of the Owner and the [rnders

on the construction design of the Works but shall remain liable and be responsible forthe construction of the Works

5.1.2 Not Used

5.1.3 The Constuction Contractor shall not be absolved of his

Performance Guaranfee Levels are not met due to some failureliabilities if thein the Approv.ed

'

Design However, if the Construction Contractor needs to modifo or revise thedesign of the Works in order to meet the Performance Guarantee Levels and the saidmodihcation or revision is offered with no impact on the Contract Price and/or theTime for Completion, but the Owner does not approve the same, then theConslruction Contractor shall not modiff or revise the design of the Works and shall

be absolved of his liabilities if the Performance Guarantee Levels are not met due tosome failure in the design of the Works The Construction Contractor shall not beliable to meet the Performance Guarantee kvels in the event the Owner and Lendersimpose any changes in the design of the Works, for the achievement of thePerformance Guarantee Levels, to which the Construction Contractor does not agree,after the Approved Design of the Works has been agreed to and finalized between the Owner, the Construction Contractor and the Lenders

5.2 CONSTRUCTIoNDOCUMENTS

5.2.1 The Owner shall provide the Construction Documents to the Construction Contractor

upon receipt of the same by the Supply Contractor

5.2.2 Not Used

5.2.3 Not Used

5.2.4 For each part of the Works, and except to the extent that the prior consent of the

Owner's Representafive shall have been obtained:

(a) construction shall not commence prior to the expiry of the review period

(together with the aforesaid additional notice period) for the ConstructionDocuments which are relevant to the design and construction of such part;

(b) construction shall be strictly in accordance with such Construction

Documents; and

(c) if the Construction Contractor wishes to modi$ any Approved Design or

document which has previously been submitted for such pre-conskuctionreview, the Construction Contractor shall immediately notif the Owner'sRepresentative

5.3 No RE-!rEF FRoM LrABILrry

Neither:

(a) the examination of or the giving or withholding of consent to any

Construction l)ocuments under this section or the making of objections,representations, comments or suggestions, or failure to make the same inrelation to the said conskuction Documents or any other aspect of the worksunless changes in the Approved Design are imposed on the ConstructionContractor by the Owner and./or Lenders; nor

any other act or omission of the Owner or the Owner's Representative or ofany other Person acting or purporting to act on their behallin relation to anyaspect of the Works (including without limitation the issue of any paymentcertificate or contract completion certificate or Taking over certificate or(b)

the issue of any order or instruction pursuant to the Contract)

shall relieve the Construction Contractor in whole or in part of any duty, obligation

or liability undertaken by the Construction Contractor in relation to the Workswhether under this Contract or otherwise, or diminish or vary any such duty,obligation or liability, whether by way of confribution or otherwise Neither theOwner nor the Owner's Representative shall be under any duty or obligation to wam

or notifu the Construction Contractor of the breach ofany duty or obligation owed bythe Construction Contractor hereunder or otherwise in relation to the Works of whichthe Owner or the Owner's Representative are or should be aware

No CHANGE ORDER

Neither any consent to Construction Documents by the Owner's Representative underthis Section nor the imposition pursuant to Section 5.2 of any modification as acondition of such consent nor the consent to Construction Documents which does notcomply with or is inconsistent with the Specifications shall be capable of constituting

a Change Order pursuant to Section l0 and no additional payment of any kind orextension of Time for Completion shall be awarded in respect of the time taken for,

or other circumstances whatsoever surrounding, consent being given or withheld inrelation to Construction Documents by the Owner's Representative or the subsequentcarrying out of the Works provided that any imposition pursuant to Section 5.2 of arrymodification as a condition of such consent which also modifies the Specificationsmay be a Change Order pursuant to Section l0 with the Owner's consent

CoNSTRUCTIoN CoNTRACToR's UNDERTAKTNc

The Consfmction Contractor hereby undertakes and warrants that the design, theConstruction Documents, the execution and the comDleted Works shall be inaccordance with the following, in order of priority:

(a) the Applicable Laws ofthe Counfry, and

O) the documents forming the Contract, as altered or modified by Change

TECHNICAL STANDARDS AND REGULATIONS

The Construction Documents, the execution, construction and the completed Worksshall comply with the technical standards, building, construction and environmentalregulations, regulations applicable to the Works and the product being produced from ,the Works, and the standards specified in the Specifications and Schedules and as /defined by Applicable Laws and Applicable Permits as well as the technical /[specification stated in the Power Purchase Agreement References in the Contracuq I \

5.5

5.6

such specifications and other matters shall be understood to be references to theedition applicable on the Effective Date, unless explicitly stated otherwise herein Ifsubstantially changed or new applicable national specifications, technical standards,

or Applicable Laws or Applicable Permits that directly affect the conskuctioncontractor's lawful manufacture or execution of the works are promulgated orenacted after the Effective Date, and such changes would not reasonably have been inthe contemplation of an experienced contractor as of the Effective Date, theconstruction contractor shall submit proposals for compliance to the owner'sRepresentative In the event that the owner's Representative determines that suchproposals constitute a change order, he shall then initiate a change order inaccordance with Section 10

SAMPLES

The construction Documents shall include the following samples of conc rcte and anyrelevant information, which the construction contractor shall submit for pre-construction review by the owner's Representative in accordance with Section 5.2:(a) material mill test certificates:

(b) samples (ifany) specified in the Specifications; and

(c) additional samples instructed by the owner's Representative under Section

1 0 Each sample shall be labeled as to origin and intended use in the Works

ASBUILTDRAWING

The construction contractor shall prepare and keep up-to-date a complete set of built" records of the execution of the works, showing the exact as-built locations,sizes and details of the work as executed, with cross references to relevantspecifications and data sheets These records shall be kept on the Site and shall beused exclusively for the purposes of this Section.

"as-Two (2) copies of current status shall be submitted to the owner's Representativeprior to the commencement of the Tests on Completion.

In addition, the construction contractor shall prepare and submit to the owner,sFep-scnt"ti"^ "a:-built crawir:gs" of thc works, shuwiug'all s'orks as exeauted.The drawings sliall bc pi'epare.l as thc worls proceed and shail be submitted to theOwner's Representative tbr his rntbrmation The Construction Contractor shall obtainthe reasonable consent of the owner's Representative as to their size, the referencingsysten\ and other pertinent details

Prior to the issue of any Taking over certificate, the constnrction contractor shallsubmit to the owner's Representative a set of marked up drawings, and any furtherconstruction Documents specified in the Specificarions The works shali not beconsidered to be completed for the purposes of Taking over trnder section 12 untilsuch documents have been submitted to the owner's Representative Two (2) full-size original copies and six (6) printed copies of the relevant 'as-built drawings' andsoft copies of such as-built drawings shall be available at the site and provided ro

owner's Representative within ninety (90) Days after the Taking over Date As-builtdrawing requirements are as specified in Specifications

ERRORS By CoNsrRUcrroN CoNTRACToR

If errors are found in the construction Documents during the contract period, theyand the works shall be corrected at the construction contractor's cost

SUTT AND LABoR

6.1 ENGAGEMENT oF STAFFAND LABoR

The construction contractor shall make his own arrangements for the engagement ofall his staff and labor

6.4

6.3 PERS0NS IN THE SERVICE oF oTHf,,Rs

6.5 IEEALI]i Ai\p SAlltt.y

6.2 RATES OFWAGES AND coNDITIoNs oFLABOR

The construction cont!:actor shall pay rates ofwages and observe conditions oflabornot less favorable than those established for the trade or industry where the works arebeing carried out If no such established rates or conditions are applicable, theconstruction contractor shall pay rates of wages and observe conditions not lessfavorable than the general level of wages and conditions observed by others whosetrade or indusky is similar to that of the Construction Conkactor

The construction contractor shall not recruit, or attempt to recruit, his staff and laborfrom amongst persons in the service of the owner or the owner's Representative.LABORLAWS

The construction contractor shall comply, and shall cause his subcontractors tocomply' with all the relevant labor laws applyng to his and their employees, andshall duly pay and afford to them ail their regar rights under Applicabie i^aws andApplicable Permits The construction courJctor shall require ait suctr employeesand subcontractors to obey all Applicable Laws and regulations concerning ,ooty otwork

Prccautions shall be taken by the construclion contractor to ensure the health andsafety of his staff and labour construction contractor agrees to abide by arlapplicable standards issued by the Applicable Laws and Applicable permits asapplicable to country's local practice The construction Contractor shall, incollaboration with and to the requirements of the local health related ApplicableLaws, ensure that medical and first aid facilities, are available at the accommodationand 91 the Site during all times the works are being executed at the Site and thatsuitable arrangements are made for all necessary *"ifur" and hygiene requirements

and for the prevention of epidenics rhe conskuction contractor shali maintainrecords and make reports concerning health, safety and welfare of personsy anddamage to property, as the Owner's Representative may reasonably require , -

construction contractor agrees to comply with any and all safety and healthrequirements established by Owner and as identified in this Contract.

The Construction Contractor shall at all times take the precautions to protect all staffand labour employed on the site from insect and pesi nuisance, and to reduce thefngers to trealth and general nuisance occasionid by same The constructionc^oltacJor shall comply with all the regulations of the heilth related Applicable Laws

of the country and shall arrange to spray thoroughry with approved insecticide allbuildings erected on the Site Such treatment shalibe carried out once a month or asnecessary

!t the event of any outbreak of illness of an epidemic nature, the constructionconfractor shall comply with and carry out such regulations, orders and requirements

as may be made by the government of the country for the purpose of dealing withand overcoming the same

The construction contractor shall provide all necessary superintendence during theconstruction and execution of the works, and as long th"."ufter as it is necessary forthe proper fulfiUing of the Construction Contractor'Jobligations under the Contract.Such superintendence sharl be given by sufficient and suitably qualified personshaving adequate knowledge ofthe operations to be carried out (incluiing the methodsand techniques required, the hazards likely to be encountered and methods ofpreventing accidents) for the safisfactory and safe execution of the works

6.7 CoNs?RUcTIoN coNTRAcToR,s PERSoNNEL

The construction contractor shall employ (or cause to be emproyed) onry personswho ar.e careful and appropriately qriin"a, skilled and

"*p".i"*"J'iir theirrespecti'.'c iadcs or oucirpatiorls The owner's Repfesentative mdy require- thecotistruction co'tractor to remove (or cause to be remtved) uny p"rrori e-mpioyed onthe works, including the contractor's Representativc, who in ^ttre oplnion of ttreOwner's Representafi ve:

(a) misconducts and/or persists in any misconduct;

(b) is incompetent or negligent in the performance of his duties:

(c) fails to conform with anv nrovisions nf thc cn,.tr.ant nr

(c) fails to conform with any provisions of the Contract; or ((d) persists in any conduct which is prejudiciar to safery, hearth, or the prot.ctior, //

| f

If directed by the owner's Representative, the construction contractor shall thenappoint (or cause to be appointed), at the ConsDucfion Confactor's sole cost, asuitable replacement person.

DISoRDERLYCONDUCT

The construction contractor shall at all times take all reasonable precautions toprevent any unlawful, riotous or disorderly conduct by or amongst his staff and laborand the staff and labor of his subcontractors, and to preserve peace and protection ofpersons and property in the area of the works against such conduct, including offsiteIocations

None of the individuals identified in the Construction Contractor's organizationalchart may be withdrawn from the Project without due notification to the Ownernominating a substitute

6.10 FoREIGNSTAFFANDLABoUR

The Construction Contractor may import such staff, artisans, and labourers as arerequired to execute the Works The Construction Contractor is solely responsible forensuring that all such staff and labour are provided with fhe required residence visasand work permits, and shall be responsible for their safety and security while undertheir employment The Construction Contractor shall be responsible foi the return tothe place where they were recruited or to the domicile of all personr whom theConstruction Contractor recruited and employed for the purposes of or in connectionwith the Works and the Contract The Construction Contraitor shall be responsiblefor such persons as are to be refurned until they have left the Site or, in the case offoreign nationals who have been recruited outside the Countrv shall have left it

6.1f WoRKTNGHOUBS

The Construction Contractor shall be permitted to work at the Site at any time orhour' as permitted by Applicable Laws and Applicable Permits The ConstructionContractor's Representative or a qualified supervisor shall be present during allqerigds, including overtime and second and third shifts, when work is in progress atthe Site

b.12 FACILITIf,,S FoR STAFF AND LAB0UT

6.8

6.9

not permit any or ttlHffiif:::T t"i,T'li?;" i"irY":ii3:?'ffi ::ff:::: ::",i /

'' - maintain any tempor*ry or permaneni liviirg quarters within the struchres f.r \rg

f U_,paft of ihe Works

.,- t

The Construction Contractor shall be responsible for all 1sq6s56ry accomrnodationand welfare facilitics for its (and its Subcontractor!) staff and labour, as may berequired nder Applicable Laws or by the specifications The constructioncontractor shall also provide the facilities specified in the Specifications for theOwner's and Owner's Representative's personnel The Construction Contractor shall

6,13 ALCOHOLIC LIQUOR OR DRUGS

Unless otherwise permitted under any Applicable Laws, the Construction Contractorshall not import, sell, give, barter or otherwise dispose of any alcoholic liquor ordrugs, or permit or tuff" uny such importation, sale, gift, barter or disposal by hisSubcontractors, agents, staff and labour

6.14 LABOURACTIONS

The Construction Contractor shall establish and maintain at the Site a primary accessgate and an access policy The Construction Contractor shall be obligated and shallinsure that all Subconnactors continue the proper perforrnance of the work and meetall manning requirements notw'ithstanding th.-us" of pickes at the gate establishedfor use by Conitnrction Contractor and iny of the Subcontractors or at any otherlocation or entrance at or near the Site Construction Contractor shall ensure that itsSubcontmctors and all persons entering the Site enter and exit the gate designated fortheir use and will instnrct all persons exiting and entering the Site as to the propergate If for any reason construction contractor fails to perform ^any conditioncontained in this Section, Construction Contractor shall be h default ofits obligationsunder this Contract and Construction Contractor shall not be entitled to an adjustment

in the Contract Price or the Time for Completion

Pr,exr MATERIALS Atrto WoR<UANSI{IP

Du,rvr,nvToSnB

The Construction Contractor shall be responsible for procurement, transport'receiving, unloading and safe keeping of all Plant, Materials, constntctionContracior's Equipment and other things required for the complelion of the Works.With respect to the equipment and materials supplied under the Supply Contract(including Major Equipment), such equipment shall be deemed to be delivered to thedonstruction ilont u.tor on the Port of Import and the Construction Contractor shall

be responsiblc for its receipt, transportation, unloading and safe keeping

INSPECTION

The Lenders' Representative, the owner and the owner's Representative shall becutitled, <iuring manufactrne, fabrication, construction, arid preparatiol at any placeswhere woik ii beirig carried out, to inspect, examine aird test the materials andworlananship, and tJcheck the progress oi manufacture, construction and erection ofall Plant and Mut".iuls to be supplied under the Conkact provided that this does nqt

7.3

interfere with or delay construction or the Project Schedule The ConstructionContractor shall give them full opportunity to inspect, examine, measure and test anywork as per quality assurance on Site or wherever carried out The ConstructionContractor shall comply with the requirements of the Specifications

The Construction Contractor shall give due notice to the Owner's Representativewhenever such work is ready- The Owner's Representative and the Lenders'Representative shall then either carry out the inspection, examination, measurement

or testing without unreasonable delay, or notifu the Construction Contractor that it isconsidered unnecessary If the Construction Contractor fails to give such a notice, heshall, when required by the Owner's Representative, uncover such work and thereforereinstate and make good at his own cost

The costs of any such inspection shall be bome by the Owner

Tnsrtxc

If the Contract provides for Site tests, the Construction Contractor shall provide alldocuments and other information necessary for testing and such assistance, labour,materials, electricity, stores, apparatus and instruments as are necessary to carry outsuch tests efficiently Notwithstanding the above, Owner shall provide theConsfuction Contractor with: (a) fuel, chemicals and power; and (b) the complement

of operating personnel in support of Performance Tests The Construction Contractorshall be responsible for performing and conducting all tesfs and shall comply with therequirements of the Specifications

The Constnrction Contractor shall agree, with the Owner's Representative, the timeand place for the testing of any Plant and other parts of the Works as specified in theContract The Owner's Representative shall give the Construction Contractor not lessthan twenty-four (24) hours' notice of his intention to attend the tests Theconstruction contractor shall provide su{ficient suitably quaiified and experiencedstaff to carry out the tests specified in the Contract

The Construction Contractor shall promptly forward to the Owner,s Representativeduly certified reports of the tests and copies of the data upon which the reports arebased When the specified tests have been passed, the Owner's Representative shallendorse the conskuction contractor's test certificate or issue a certificate to him tothat effect

ryry

If, as a result of inspection, examination or testing, any Plant, Materials, design orworknanship has Defects or Deficiencies or otherwise is not in accordance with theContract, the Owner's Representative may reject such, constnrcted or otherwise, plantand Materials, design or workrnanship and shall notifo the conskuction contractorpromptly, stating his reasons The Constnrction Contractor shall then promptlyremedy the Defects or Deficiencies and ensure that the item complies with the

Contract

If the owner's Representative requires such plant, Materials, design or worlcnanship

to be retested, the tests shall be repeated under the same terms and conditions If suchcorrection and retesting cause the owner to incur additional costs, such costs shall be

7.5