CP 3 vol 2 EN final

4.8 Safety Measures Insert the following paragraph at the end of the Sub-Clause: Within 45 days after the Commencement Date, the Contractor shall submit a detailed and comprehensive c

Tender Documents

for

Ho Chi Minh City Urban Railway Construction Project

Ben Thanh - Suoi Tien Section (Line 1)

Management Authority for Urban Railways

Ho Chi Minh City People’s Committee

Tender Documents

for

Ho Chi Minh City Urban Railway Construction Project

Ben Thanh - Suoi Tien Section (Line 1)

Tender Documents

for

Ho Chi Minh City Urban Railway Construction Project

Ben Thanh - Suoi Tien Section (Line 1)

GENERAL CONDITIONS OF CONTRACT

The General Conditions governing this Contract shall be the Conditions of Contract for EPC/Turnkey

Projects, First Edition 1999 prepared by the Federation Internationale des Ingenieurs-Conseils

(FIDIC)

The General Conditions (GCC) are linked with the Particular Conditions of Contract (PCC) by the

corresponding numbering of the Clauses, so that the GCC and the PCC together comprise the rights

and obligations of the parties In the case of any discrepancy between the conditions contained in the

GCC and the PCC, the conditions contained in the PCC shall prevail over the GCC

A copy of the General Conditions will be attached prior to sale of the Tender Documents

Tender Documents

for

Ho Chi Minh City Urban Railway Construction Project

Ben Thanh - Suoi Tien Section (Line 1)

PARTICULAR CONDITIONS OF CONTRACT

TABLE OF CONTENTS GCC Sub-

PCC 1/20 Final

Particular Conditions of Contract

These Particular Conditions of Contract add, amend, modify or delete Clauses contained in the General

Conditions of Contract, and shall take precedence over those contained in the General Conditions of

Contract

GCC Sub-Clause

No.

1.1 Definitions Additional Sub- Clauses:

Sub-Clause 1.1.1.6 “Schedules”, “Annexures” and “Annexes” means the documents entitled Schedules, Annexures and Annexes completed by the Contractor and submitted with the Tender and as included in the Contract

Sub-Clause 1.1.1.7 “Design Data” means all specifications, plans, drawings, details, graphs, sketches, models, levels, setting-out dimensions, calculations duly checked by the Contractor and other documents relating to the design of the Works prepared or to be prepared by or on behalf of the Contractor

Sub-Clause 1.1.1.8 “Drawings” means the Employer’s Drawings and the Drawings submitted

by the Contractor and any modification of such drawings as may be required by the Design Review process

Sub-Clause 1.1.1.9 “Interim Payment Schedule” means the schedule included for each Cost Centre in the Pricing Document and accepted by the Employer to be used for interim payments in relation to achievement of milestones under that Cost Centre, as the same may

be revised from time to time in accordance with Clause 13

1.1.2.11 Insert new Sub-Clause “Author Supervision” means the supervision by the Designer, during the process of execution of building works aimed at ensuring that execution

is correct in terms of the design

Sub-Clause 1.1.3.1 “Base Date” means the day 28 days prior to the submittal of Tenders

Sub-Clause 1.1.3.2 “Commencement Date” shall be the date given in the Employer’s “Notice

to Proceed” which means the notice issued by the Employer to the Contractor communicating the date on which the Works are to be commenced

Sub-Clause 1.1.3.3 “Time for Completion shall be 248 weeks after the Commencement

Date, (with any extension under Sub-Clause 8.4 [Extension of Time for Completion]),

Sub-Clause 1.1.3.7 Defects Notification Period means the period of 104 weeks for notifying defects in the Works or a Section (as the case may be) under Sub-Clause 11.1 [Completion

of Outstanding Work and Remedying Defects], with any extension under Sub-Clause 11.3 [Extension of Defects Notification Period]), calculated from the date on which the Works or Section is completed as certified under Sub-Clause 10.1 [Taking Over of the Works and Sections]

Sub-Clause 1.1.4.4 “Foreign Currency” shall mean Japanese Yen

Sub-Clause 1.1 4 5 “Local currency” shall mean Vietnamese Dong

Additional Sub-Clauses:

Sub-Clause 1.1.7.1 “Schedule of Milestones” means the schedule included in each Cost Centre in the Pricing Document, describing the Milestones and stipulating dates by which the Milestones are to be achieved under that Cost Centre in order to maintain interim payments

Sub-Clause 1.1.7.3 “Outline Environmental Plan” means the environmental plan forming part

of the Tender, setting out in summary form, the Contractor’s proposed means of complying with his obligations in relation to environmental management as prescribed in the Employer’s Requirements

Sub-Clause 1.1.7.4 “Outline Quality Plan" means the quality plan forming part of the Tender,

setting out in summary form, the Contractor’s proposed means of complying with his obligations in relation to quality assurance as prescribed in the Employer’s Requirements

Sub-Clause 1.1.7.5 “Outline Safety Plan” means the safety plan forming part of the Tender, setting out in summary form, the Contractor’s proposed means of complying with his obligations in relation to construction safety as prescribed in the Employer’s Requirements

1.4

Law and

Languages

Modify the Sub-Clause:

The Law shall be that of Vietnam In addition, all the relevant regulations and decisions issued by the Ho Chi Minh City People’s Committee shall be applicable

The Language of the Contract shall be English The Language for Communications shall be English and Vietnamese

All Submissions shall be in English and translated into Vietnamese

If there is discrepancy between English and Vietnamese or any other languages for communication and submission, English shall prevail

1.5

Priority of

Documents

Insert a final paragraph to this Sub-Clause:

The Form of Contract Agreement shall be in the format given in Schedule 1 to these Particular Conditions of Contract

Insert a final paragraph to this Sub-Clause:

The Contractor shall at his own cost, for a period of ten years from the date of the issue of the Taking Over Certificate place into an agreeable and secure escrow account the source and executable codes, including all upgrades and developments, provided by the Contractor for the computer software developed and delivered under the Contract

1.13

Compliance

with Laws

Delete the first paragraph and replace with:

The Contractor shall, in performing the Contract, comply with applicable Laws The Contractor is to note application of Decree 131/2006/ND-CP dated 09 November, 2006 and

in particular Article 2 – Basic principles of ODA Management and Utilisation – paragraph 5

PCC 3/20 Final

4.2

Performance

Security

Substitute the first sentence of the 2nd paragraph with the following:

The Contractor shall deliver the Performance Security to the Employer within 28 days of receipt of the Notification of Contract Award and before the Contract Agreement becomes effective

Insert the following Paragraphs after the second paragraph:

Two Performance Securities shall be provided:

The first Performance Security shall be for the performance of the Contracted Works from the Commencement Date to the issue of the Performance Certificate This shall be for the sum of ten percent (10%) of Contract Price stated in the Contract Agreement, and shall be expressed in the currencies and proportions in which the Contract Price is payable The Performance Security shall be forfeited if the Contractor refuses to execute the Contract after

it becomes effective

The second Performance Security shall be for the performance of the Maintenance Works from the date of Issue of the Taking Over Certificate until the Fifth anniversary of the issue of the Certificate This shall be for the sum of ten per cent (10%) of the Agreed Price for the Maintenance Works and shall be expressed in the currencies and proportions in which the Agreed Price is payable

Insert further four paragraphs at the end of the Sub-Clause:

Even if not described or stated in the Employer's Requirements and the Contractor's Technical Proposals, the Contractor shall carry out and complete the design of the Works, including the selection of specifications for the kind and standard of Plant, Materials and workmanship to be used therein

The Contractor accepts entire responsibility for the Contractor's Technical Proposals, the Design Data, and for any mistake, inaccuracy, discrepancy or omission contained therein

Nothing contained in the Contractor's Technical Proposals and the Design Data shall relieve the Contractor in any way from his obligations

The Contractor warrants to the Employer that:

(a) he has exercised and will continue to exercise in the design of the Works all the skill and care to be expected of a professionally qualified and competent designer experienced in work of similar nature and scope as the Works;

(b) the Works will, when completed, comply in all respects with the Employer's Requirements, the Contractor’s Technical Proposals, the Design Data and the intended use of the Works;

(c) the Works have been or will be designed, manufactured, installed and otherwise constructed and to the highest standards available using proven up-to-date good practice;

(d) the Works will, when completed, comply with enactments and regulations relevant to the Works;

(e) no Materials generally known to be deleterious or not in accordance with good engineering practice have been or will be specified or selected or incorporated in the Works, by the Contractor

PCC 4/20 Final

(f) the design of the Works and the manufacture of Plant have taken or will take full account of the effects of the intended manufacturing and installation methods, Temporary Works and Contractor's Equipment

The Contractor shall not, under any circumstance, have or make any claim for additional payment or an extension of time or be relieved from any liability or obligation under the Contract, where the cause of delay, suspension, impediment to or adverse effect upon the progress of the Works is due to any mistake, inaccuracy, discrepancy or omission in or between the Contractor's Technical Proposals, the Technical Design, and the Construction Design, or any failure by the Contractor to prepare any Design Data or submit the same to the Employer's Representative in due time

If the Employer has objection to the employment of any Subcontractor, he shall within 14 days from the date of receipt of the above Notice, inform the Contractor of his objection and the two parties will discuss the replacement of such Subcontractor

Notwithstanding the above the Employer will have the right to order the removal or substitution of any Subcontractor if, in his opinion, such Contractor’s work performance is deemed unsatisfactory

The Contractor shall not subcontract the whole of the Works and shall bear full responsibility for the acts or defaults of the Subcontractors, their agents or employees, as if they were the acts or defaults of the Contractor

Any payments to be made to Subcontractors will be deemed to have been included

in the Contract Price

The Subcontractor shall not subcontract the whole of his work share to a third party

All of the above-mentioned conditions shall be included in the Contract between the Contractor and the Subcontractor, a copy of which shall be submitted to the Employer after its signing

4.8

Safety

Measures

Insert the following paragraph at the end of the Sub-Clause:

Within 45 days after the Commencement Date, the Contractor shall submit a detailed and comprehensive contract-specific Site Safety Plan The Site Safety Plan shall include detailed policies, procedures and Regulations which, when implemented will ensure

compliance with Sub-Clause 6.7 [Health and Safety] of the General Conditions of Contract

and compliance with the requirements of the Employer’s Requirements – General

4.9

Quality

Assurance

Insert the following paragraphs at the end of the Sub-Clause:

Within 45 days after the Commencement Date, the Contractor shall submit to the Employer's Representative, for his consent, his proposed Quality Management System based on the Outline Quality Plan and the Employer's Requirements Any supplement to the Site Quality Plan shall be submitted at least 28 days before commencement of the relevant work

PCC 5/20 Final

4.15

Access Route

Insert the following paragraphs at the end of the Sub-Clause”:

The Contractor shall select routes, choose and use vehicles so that movement of Contractor’s Equipment, Plant and Materials from and to the Site is limited so that traffic is not delayed and damage to highways and bridges is prevented Should any delay or damage or injury occur, the cost of rectification or reconstruction of highways or bridges shall

be borne by the Contractor and he shall indemnify the Employer from any claim so arising

If during the execution of the Works the Contractor shall receive any claim arising out of the execution of the Works in respect of damage to highways or bridges, he shall immediately report the facts to the Employer’s Representative The Contractor shall negotiate a settlement in respect of such claims and indemnify the Employer in respect of all claims, proceedings, damages, costs, charges and expenses in relation thereto

4.18

Protection of

the

Environment

Insert the following paragraph at the beginning of the Sub-Clause:

Outline Environmental Plan means the environmental plan forming part of the Tender, setting out, in summary form, the Contractor's proposed means of complying with his obligations in relation to environmental quality Site Environmental Plan means the site environmental plan including all supplements thereto, or any amended or varied version thereof, as submitted by the Contractor in accordance with this Clause and which has received the Employer’s Representative’s consent The Site Environmental Plan shall include detailed policies, procedures and regulations which, when implemented, will ensure compliance with this Clause

At the end of the original Sub-Clause insert the following paragraphs:

Within 112 days after the Commencement Date, the Contractor shall submit a detailed and comprehensive Site Environmental Plan based on the Outline Environmental Plan

The form and content of the Site Environmental Plan shall be in accordance with the Employer’s Requirements and shall include such further material which the Contractor considers necessary and relevant

Upon the Employer's Representative notifying his consent to the Site Environmental Plan, or any supplemental part thereof, the Contractor shall adhere to the principles and procedures contained in such document save to the extent that the Employer's Representative may give his consent to any amended or varied version thereof

The Contractor shall provide all necessary access, assistance and facilities to enable the Employer's Representative and the Employer to monitor and conduct tests to verify that the Site Environmental Plan is being properly and fully implemented

4.19

Electricity,

Water and Gas

Delete the existing Sub-Clause and insert the following paragraphs:

The Employer will not provide any supplies of Electricity, Water or Gas The Contractor shall

be responsible for the provision of all power, water and other services he may require

Delete this Sub-Clause and insert the following paragraph:

The Employer shall not provide any equipment, machinery or materials under the Contract

PCC 6/20 Final

4.22

Security of the

Site

Delete the existing Sub-Clause and replace with the following new paragraph::

The Contractor shall be responsible for the security of the Site in his possession for the time being and from time to time The Contractor shall take all measures necessary to ensure such security, including exercising control over all persons and vehicles which are employed

or engaged on the Site or in connection with the Works or the other works comprising the Project and with the security arrangements applicable to any other site within the Project

The Contractor shall arrange the issue of passes for the admission of all persons and vehicles to the Site or to any part thereof and may refuse admission to or remove from the Site any person or vehicle failing to show an appropriate pass on demand to any duly authorised person

If required by the Employer's Representative, the Contractor shall submit a list identifying all persons to whom passes have been issued together with two photographs of each person and all entities to which a pass has been issued in respect of any vehicle and shall satisfy the Employer's Representative of the bona fides of any such person or entity

The Contractor shall not, without the written permission of the Employer's Representative or otherwise in accordance with the Contract, allow access to the Site to any person unless the presence on Site of such person is necessary in connection with the execution of the Works

or with the discharge of the duties of any relevant authority

4.23

Contractor’s

Operations on

Site

Insert the following paragraph at the beginning of the sub-clause:

For the purposes of this Sub-Clause only, "Site" shall include off-Site places of manufacture

or storage and the Contractor's Work Areas and shall include, areas provided to the Contractor by others

Insert the following two paragraphs between the second and third paragraphs of the original Sub-Clause:

The Contractor, after obtaining any necessary consent from any relevant authority, shall submit to the Employer's Representative proposals showing the layout of pedestrian routes, lighting, signs, and guarding any road opening or traffic diversion which may be required in connection with the execution of the Works and which the Contractor intends to construct

Any consent given by the Employer's Representative to such proposals shall not relieve the Contractor of any obligation under the Contract or absolve the Contractor from any liability for or arising from such proposals or the implementation thereof

The Contractor shall also consult with any relevant authority and shall take all reasonable and proper steps for protecting, securing, lighting and watching all places on or about the Works and the Site which may be dangerous to workers or any other person whomsoever

All lights provided by the Contractor shall be so placed or screened as not to interfere with signs, signals or lights The Contractor shall not in any way obscure or affect signs, signals

or lights, in use by any relevant authority In the event that the Contractor does so, the Contractor shall pay all costs associated with the re-sitting, re-instating or provision of alternatives for any sign, signal or light, obscured or affected

5.1

General

Design

Obligations

Replace the whole of the Sub-Clause with the following:

The Contractor shall carry out, and be responsible for, the design of the Works Design shall

be prepared by qualified designers who are engineers or other professionals who comply

PCC 7/20 Final

with the criteria (if any) stated in the Employer’s Requirements Unless otherwise stated in the Contract, the Contractor shall submit to the Employer’s Representative for consent the name and particulars of each proposed designer and design Subcontractor

The Contractor warrants that he, his designers and design Subcontractors have the experience and capability necessary for the design The Contractor undertakes that the designers shall be available to attend discussions with the Employer’s Representative at reasonable times, until the expiry date of the relevant Defects Notification Period

Upon receiving Notice under the Sub-Clause 8.1 [Commencement of Works] the Contractor

shall scrutinise the Employer’s Requirements (including design criteria and calculations (if

any) and the items of reference mentioned in Sub-Clause 4.7 [Setting Out] Within the

period stated in the Appendix to the Tender, calculated from the Commencement Date, the Contractor shall give notice to the Employer’s Representative of any error, fault or other defect found in the Employer’s Requirements or these items of reference

After receiving this notice, the Employer’s Representative shall determine whether Clause 13

[Variations and Adjustments] shall be applied, and shall give notice to the Contractor

accordingly If and to the extent that (taking account of cost and time) and experienced contractor exercising due care would have discovered the error, fault or other defect when examining the Site and the Employer’s Requirements before submitting the Tender, the Time for Completion shall not be extended and the Contract Price shall not be adjusted

5.2

Contractor’s

Documents

Line 2 of the fourth paragraph:

Delete the numbers 21 and insert “45 days with a target of 30 days”

5.3

Contractor’s

Undertaking

Replace the whole of the Sub-Clause with the following:

In preparing the design and the Contractor’s Documents the Contractor is deemed to have

understood the process, procedures and requirements of all Laws, [as defined in Sub-Clause

1.1.6.5], consulted with affected statutory authorities and that the execution and the

completed Works will be in accordance with:

(a) the Laws of Vietnam, and (b) the documents forming the Contract, as altered or modified by Variations

The Contractor undertakes that he has studied the Vietnamese Design Approval procedure

The Contractor shall fully co-operate and assist the Employer to obtain necessary design approvals from relevant authorities within the review periods

5.5

Training

Add new paragraph at the end of the Sub-Clause Training and Maintenance requirements shall be carried out as described in the Employer’s Requirements-General Specifications

6.5

Working hours Supplement Sub-clause with the following:

For the purpose of this Contract, multiple shifts involving work at night and locally recognized days of rest, or outside normal working hours will be permitted for all operations, provided ample lighting and other facilities are provided so that the work can be carried out safety and properly

In the event of the Employer’s Personnel consenting to work being carried out outside normal working hours, the Contractor shall be responsible for payment of any additional cost incurred by the supervision of the Employer’s Personnel He normal working hour is forty eight (48) hours spread over six days of the week in accordance with Article 68 of Law on Labor (working hour is not exceed 8 hours per day or 48 hours per week)

1 For the purpose of this Sub-Clause:

“The Contractor’s Employees” means, without prejudice to any other definition contained in the Contract, any workers who are under the Contractor’s control and on the site in connection with the Contract, including any workers who are under the control of any person or entity to whom the Contractor has sub-contracted any obligations under the Contract other than those responsibilities set out in this Sub-Clause

“The HIV Prevention Programme” means an HIV prevention programme as attached in Appendix 24 of the Employer’s Requirements

The Employer’s Representative will undertake the major roles of the implementation including formulation of the HIV/AIDS Prevention Program, co-working with other stakeholders, supervision and management of the Program implementation progress, undertaking of regular monitoring, evaluating & reporting and supervision of the Contractor’s obligations

“Service Provider” means a person or entity approved by the Implementing agency and National HIV/AIDS authority (i.e Ministry of Health, or relevant national government to have responsibility for HIV/AIDS prevention) to provide the HIV Awareness and Prevention Programme

2 The Contractor is responsible for co-operating with the Service Provider in implementing the HIV Prevention Programme among the Contractor’s Employees for the duration of the Contractor’s contract and commencing as soon as practicable after the Contractor’s Employees arrive at the site/s in conjunction with occupational health staff of the Contractor and the local health authorities involved in HIV/AIDS prevention

7.1

Manner of

Execution

Insert new paragraph as the first paragraph to the Sub-Clause:

Special Terms for Economic Partnership (STEP) Loan provisions apply to this Contract and it

is required that no less than forty eight percent (48%) of the total goods and services shall be procured from Japan

Insert the following paragraphs at the end of the Sub-Clause:

The Contractor shall submit complete documents and information pertaining to the methods

of manufacture, installation and construction which the Contractor proposes to adopt or use, (and if applicable such calculations of stresses, strains and deflections and the like that will

or may arise in the Works or to the other works comprising the Project or any parts thereof during installation from the use of such methods) The Employer's Representative will then check to see whether, if such methods are adhered to, the Works can be executed in accordance with the Contract and without detriment to the Works (when completed) and to other works comprising the Project and in a manner which minimises disruption to road and pedestrian traffic

(ii) would be detrimental to the Works and/or to the other works comprising the Project;

(iii) do not comply with the other requirements of the Contract; or (c) as to the further documents or information which are required to enable the Employer's Representative to properly assess the proposed methods of manufacture, installation and construction

In the event that the Employer's Representative does not give his consent, the Contractor shall take such steps or make such changes in the said methods or supply such further documents or information as may be necessary to meet the Employer's Representative's requirements and to obtain his consent The Contractor shall not change the methods of manufacture, installation and construction which have received the Employer's Representative's consent without further review and consent in writing of the Employer's Representative

Notwithstanding the foregoing provisions of this Clause, or that certain of the Contractor's proposed methods of manufacture, installation and construction may be the subject of the consent of the Employer's Representative, the Contractor shall not be relieved of any liability

or obligation under the Contract

8.3

Programme Insert the following paragraphs at the end of the Sub-Clause:

Within 28 days after the Commencement Date, the Contractor shall submit to the Employer's Representative his proposed programme, for consent, as the Initial Works Programme in the form and content prescribed by the Employer's Requirements Within 60 days of receiving consent to the Initial Works Programme, the Contractor shall submit to the Employer's Representative, for his consent, an expanded and more detailed version of the Initial Works Programme, in the form and content prescribed by the Employer's Requirements as the Works Programme

The Employer's Representative shall, within 30 days of receipt of any programme notify the Contractor in writing:

(a) that the programme has received his consent; or (b) that the programme is rejected, in which case reasons for such rejection shall be given; or

(c) that further information is required to clarify or substantiate the programme or to satisfy the Employer's Representative as to its reasonableness, or

(d) that the programme has received his consent subject to incorporation of comments attached to the Notice of No Objection

In the event of a programme being rejected, or deemed to have been rejected, the Contractor shall, within 30 days thereafter, submit a revised programme taking account of the reasons given for the rejection or incorporating further information requested by the Employer's Representative, as the case may be

The Contractor, following receipt of consent to the Works Programme, may at any time, submit to the Employer's Representative an amended or varied version thereof In the event that the Employer's Representative grants an extension of time, instructs an Employer's Variation, or on the occurrence of any event or happening or situation which could materially affect the progress of the Works, the Contractor shall submit a revised programme to the Employer’s Representative for his consent

Should it appear to the Employer's Representative that there is, or will be, a significant deviation between the actual or anticipated progress of the Works and the Works Programme, the Employer's Representative shall be entitled, by written instruction, to require the Contractor to produce a revised version showing such modifications to the Works Programme as may be necessary to ensure or to be consistent with the completion of the whole of the Works and the achievement of all Stages by the Key Dates The Contractor shall submit such revised programme within 14 days of the Employer's Representative's instruction or within such other time as the Employer's Representative will allow in writing

Unless and until an amended version has the consent of the Employer's Representative, the existing programme shall remain as the Works Programme for all purposes of the Contract

Consent by the Employer's Representative to a Works Programme shall not relieve the Contractor of any of his duties or responsibilities under the Contract, nor in the event that a Works Programme indicates that a Key Date has not or will not be met, constitute any form

of acknowledgement that the Contractor is or may be entitled to an extension of time in relation to such Key Date

In the second and subsequent submissions of the Design Submission Programme, the Contractor shall not, without the prior written consent of the Employer's Representative:

(a) revise the description or content of any design package (as referred to in the Employer’s Requirements - Design) identified in the initial version of Design Submission Programme;

(b) reduce the periods provided for review by the Employer's Representative of any submission of Design Data as set out in the initial version of the Design Submission Programme;

8.7

Contract Price as delay damages in respect of each key date of the Works, payable per day

in the proportions of currencies in which the Contract Price is payable The maximum of delay damages shall be ten percent (10%) of the contract Price stated in the Contract Agreement

In the case where a contractor causes delay in the completion of any specified key date due to his fault and this affects the work schedule of interfacing contractors, the faulty contractor shall bear all relevant expenses resulting from such delay

Details concerning the settlement of liquidated damages for the above mentioned case of delay will be decided at the contract negotiation and incorporated in the Contract Agreement.

11.2

Cost of

Remedying

Defects

Insert the following paragraph at the end of the Sub-Clause:

Notwithstanding the requirements of Additional Sub-Clause 11.12 [Maintenance of Works]

the Contractor shall be responsible for fulfilling the requirements of Sub-Clause 11.1

[Completion of Outstanding Works and Remedying Defects] prior to the issue of the

Performance Certificate

11.9

Performance

Certificate

Insert the following paragraphs at the end of the Sub-Clause:

The first Performance Guarantee for the Works shall be returned after the issue of the Performance Certificate under Sub-Clause 4.2

The second Performance Guarantee shall be returned within 21 days of the issue of the Performance Certificate at the end of the five years Maintenance Period

The requirements for the issue of the Performance Certificate Sub-Clause 11.9 [Performance

Certificate] for the Contract 3 (E&M, Rolling Stock, Trackwork, and Maintenance) shall not be

affected by this additional Contract

During this five year period the Contractor shall provide competent maintenance teams and skilled supervisory personnel required for the operation and maintenance (routine and breakdown) of the System The work shall not include routine cleaning and wear and tear of furniture, paintwork and associated fixings

PCC 12/20 Final

11.13

Spares Additional Sub-Clause:

(a) The Contractor shall submit a schedule of spare parts for each system, duly indicating, for each item of spares, its description, part number, drawing number, lead time, shelf life and number of units required for the system during the expected life and during the first five years, principal as well as secondary sources of supply, and also the current unit price

(b) The Employer shall, during a period of five years from the date of issuing the Over Certificate for the whole works, purchase as many parts as required by him, at the rates indicated in this schedule

Taking-(c) If during the period of five years, the Contractor intends to discontinue the manufacture

of spare or replacement parts for the EMS the Contractor shall immediately give notice

to the Employer of such intention The Employer shall be given the opportunity of ordering at reasonable prices such quantities of such spare or replacement parts as the Employer shall reasonably require in relation to the anticipated life of the EMS

(d) In case of changes in equipment and materials proposed by the Contractor or defects

of equipment and materials are found, the Contractor shall be liable for any additional costs arising out of such changes or defects (e.g costs for employing an independent unit to test the new equipment and materials)

(e) In the event of Contractor failing to supply the spare parts in accordance with paragraph (c) above, he shall in respect of each item of spare, furnish free of cost to the Employer, the drawings, specifications, patterns and other information to enable the Employer to make or have made such spare parts

(f) The Employer shall be entitled to retain the aforesaid drawings etc., for such time only

as is necessary for the exercise by the Employer of his rights under this clause and the drawings, if the Contractor so requires, shall be returned by the Employer to the Contractor in good order and condition (fair wear and tear excepted)

13.2

Value

Engineering

Insert this paragraph between the first and second paragraphs of the Sub-Clause:

If requested by the Employer's Representative, the Contractor shall submit further or additional information and documents (including the design calculations and comments thereon) which may be required for a full appreciation of the Contractor's Variation and its implications

13.3

Variation

Procedure

Insert the following paragraphs at the start of the Sub-Clause:

“Employer’s Variation” means a change in the Employer's Requirements which makes necessary alteration or modification of the Design, quality or scope of Works as described by

or referred to in the Employer's Requirements Changes to any sequence, method or timing

of construction, manufacture or installation and changes to any part of the Site or the Works Areas or access thereto will not constitute Employer's Variation

An Employer's Variation shall be requested and implemented in accordance with and subject

to, the following provisions:

(a) within 14 days (or such other period as the Employer's Representative may allow) of the Employer's Representative informing the Contractor in writing of the intention to request an Employer's Variation, the Contractor shall notify the Employer's Representative in writing whether in his opinion the Employer's Variation would, if

and shall submit his proposals as to the terms upon which he would agree to implement the Employer's Variation

(b) any agreement between the Employer's Representative and the Contractor as to the terms upon which an Employer's Variation may be implemented shall have no contractual or other legal effect, until it is in writing and is signed by the Contractor and the Employer The terms of this agreement will be binding upon the Contractor and the Employer This agreement shall determine the amount which should be added to or deducted from the relevant Cost Centre Amount and/or the revisions (if any) which should be made to the Milestone Payment Schedules as a result of the Variation

In assessing work covered by any sub-contract, the Employer’s Representative will have, where he deems necessary, access to the original sub-contract conditions, rates, prices and details of the variation claimed, to assist in evaluating any Variations

(c) if the Employer's Representative withdraws the request for an Employer's Variation, the Contractor shall have no claim of any kind whatsoever arising out of or in connection with any of the proposals made or any failure to reach agreement In case the Employer’s Variation involves omission of part of the Works, the agreement shall address the issue of reduction in the Contract Price

Within 6 weeks from the Commencement Date the Contractor shall submit to the Employer’s Representative the Price Analysis for Cost Centres This Price Analysis will be referred to in the cost evaluation of interim payments of Variation orders

There shall be only deductions in Cost Centre Amounts and Milestone Payments as a result

of Contractor’s Variations The Employer’s Representative shall take prior approval of the Employer to the aforesaid valuation

In the event that the value of the Variation Order cannot be defined from existing milestones and dayworks schedules the Employer shall submit to the appropriate Vietnamese Authority for approval before issuing the Variation Order

While waiting for the approval of the value of any Variation Order by the Authority concerned,

a partial payment of 80% of the value may be made by the Employer to the Contractor, on the condition that the works under such Variation Order shall have been completed and certified by the Employer’s Representative

Any such amount determined by the Employer’s Representative shall be denominated in the

Insert the two following paragraphs at the start of the Sub-Clause:

The items of Provisional Sums are included in the Schedule of Provisional Sums forming part

of the Pricing Document These items may be expanded or omitted in whole or in part as required by the Employer and the Contractor shall not have any claim in respect thereof

Any work, labour, Plant, Materials and services in relation to which a Provisional Sum is stated in the Pricing Document shall only be carried out or supplied in whole or in part upon the written instruction of the Employer's Representative The Employer's Representative may instruct:

(a) such work to be executed and/or Plant, Materials and services to be supplied by the Contractor on Daywork basis; or

(b) such work to be executed and/or Plant, Materials and services to be supplied by an Approved Sub-contractor

(c) such work as may be ordered by a Variation Order

13.6

Daywork Insert the following paragraph between the first and second paragraph of the Sub-Clause:

The Employer’s Representative shall decide which items of work should be done on Daywork basis In such cases, the Contractor shall furnish to Employer’s Representative vouchers to prove the expenditure incurred Before ordering material or hiring labour, plant etc., the Contractor shall get the quotations and rates together with Contractor’s percentage for his overhead, profit, etc., accepted by the Employer’s Representative, if the same is not already covered by the agreed rates (inclusive of Contractor’s overhead, profit etc.) The Contractor shall submit to the Employer’s Representative a priced statement of labour, material, plant, actually used on the work, together with Contractor’s overhead, profit, etc as also the output of work at the end of each calendar month and / or as soon as the work is completed The payment for the items of work done on Daywork basis will be certified by the Employer’s Representative based on this submission after necessary checks and with prior approval of the Employer

13.8

Adjustments

for Changes in

Costs

In this Sub-Clause, "table of adjustment data" means the completed table of adjustment data

as shown in the end of this Sub-Clause

If this Sub-Clause applies, the amounts payable to the Contractor shall be adjusted for rises

or falls in the cost of labour, Goods and other inputs to the Works, by the addition or deduction of the amounts determined by the formulae prescribed in this Sub-Clause To the extent that full compensation for any rise or fall in Costs is not covered by the provisions of this or other Clauses, the Contract Price shall be deemed to have included amounts to cover the contingency of other rises and falls in costs

The adjustment to be applied to the amount otherwise payable to the Contractor (before deducting retention and before excluding repayment of the advance payment), as valued in accordance with the appropriate Schedule and certified as Interim Payment shall be determined from formulae for each of the currencies in which the Contract Price is payable

No adjustment is to be applied to the followings:

- work executed under nominated subcontractors, provisional sum, dayworks, variations if they are rated based on actual cost or current prices;

- any other items based on actual cost or current prices, and bonuses (if any); and

- adjustment under this Sub-Clause 13.8 The formulae shall be of the following general type:

PCC 15/20 Final

Pn = a + b Ln/Lo + c En/Eo + d Mn/Mo

Where:

“Pn" is the adjustment multiplier to be applied to the estimated contract value in the

relevant currency of the work carried out in period "n", this period being a month unless otherwise stated in the Appendix to Tender;

“a" is a fixed coefficient, stated in the relevant table of adjustment data, representing

the non-adjustable portion in contractual payments;

“b", "c" and “d” are coefficients representing the estimated proportion of each cost

element related to the execution of the Works as stated in the relevant table of adjustment data; such tabulated cost elements may be indicative of resources such as labour, equipment and materials;

“Ln", "En" and “Mn” are the current cost indices or reference prices for period "n",

expressed in the relevant currency of payment, each of which is applicable to the relevant tabulated cost element on the day 28 days prior to the last day of the period to which a particular Interim Payment is related; and

“Lo", "Eo" and “Mo” are the base cost indices or reference prices, expressed in the

relevant currency of payment, each of which is applicable to the relevant tabulated cost element on the day 28 days prior to the closing date for submission of bids

The cost indices or reference prices stated in the table of adjustment data shall be used If their source is in doubt, it shall be determined by the Employer’s Representative

In cases where the "currency of index" (stated in the table) is not the relevant currency of payment, each index shall be converted into the relevant currency of payment at the selling rate, established by the central bank of the Country, of this relevant currency on the above date for which the index is required to be applicable

Until such time as each current cost index is available, the Employer’s Representative shall determine a provisional index for the Interim Payment When a current cost index is available, the adjustment shall be recalculated accordingly

If the Contractor fails to complete the Works within the Time for Completion prescribed under Clause 8.2, adjustment of prices thereafter shall be made using either (i) each index or price applicable on the date 28 days prior to the expiry of the Time for Completion of the Works, or (ii) the current index or price: whichever is more favourable to the Employer Provided that if

an extension of time is granted pursuant to Clause 8.4, the above provision shall apply only

to adjustments made after the expiry of such extension of time

The weightings (coefficients: b, c and d) for each of the factors of cost stated in the table(s)

of adjustment data shall be proposed by the Tenderers within the ranges specified, and shall

be agreed by the Employer during the Contract Negotiations The weightings shall only be adjusted if they have been rendered unreasonable, unbalanced or inapplicable, as a result of Variations

PCC 16/20 Final

Table of adjustment data:

<Cost Centres>

Cost Centre Description Price Adjustment

1 Preliminaries and General Requirements for the whole of Contract Package 3, inc Contract Management; System Design; System Integration and System manuals

N.A

2 System Package 3A – Signalling System N.A

3 System Package 3B –Telecommunication System

3.2 MANUFACTURE & DELIVERY To be applied 3.3 INSTALLATION AND SITE TESTING To be applied 3.4 SYSTEM ACCEPTANCE TESTS AND INTEGRATED

TESTING AND COMMISSIONING

4 System Package 3C – Platform Screen Doors N.A

5 System Package 3D – Facility SCADA N.A

6 System Package 3E – Rolling Stock

6.2 MANUFACTURE /PROCUREMENT OFFSHORE N.A

6.3 SHIPPING AND DELIVARY TO DEPOT N.A

6.4 TESTING AND COMMISSIONING OF TRAIN IN DEPOT AND ON MAINLINE

To be applied

6.5 SPARES, SPECIAL TOOLS, TESTING EQUIPMENT AND MEASURING INSTRUMENTS

N.A

6.6 MANUALS AND AS-BUILT DRAWINGS N.A

6.7 CAB SIMULATOR N.A

7 System Package 3F – Power Supply System

7.1 DESIGN OF PERMANENT WORKS N.A

7.2 MANUFACTURE & DELIVERY N.A

7.3 INSTALLATION AND SITE TESTING To be applied 7.4 SYSTEM ACCEPTANCE TESTS AND INTEGRATED

TESTING AND COMMISSIONING

8 System Package 3G – N.A N.A

9 System Package 3H – N.A N.A

10 System Package 3I – Overhead Contact System

10.1 DESIGN OF PERMANENT WORKS N.A

10.2 MANUFACTURE & DELIVERY N.A

10.3 INSTALLATION AND SITE TESTING To be applied 10.4 SYSTEM ACCEPTANCE TESTS AND INTEGRATED

TESTING AND COMMISSIONING

To be applied

PCC 17/20 Final

10.5 SPARES, SPECIAL TOOLS, TESTING EQUIPMENT

AND MEASURING INSTRUMENTS

N.A

11 System Package 3J – Track work

11.1 DESIGN OF PERMANENT WORKS N.A

11.2 MANUFACTURE & DELIVERY To be applied 11.3 INSTALLATION AND SITE TESTING To be applied 11.4 SYSTEM ACCEPTANCE TESTS AND INTEGRATED

TESTING AND COMMISSIONING

To be applied

11.5 SPARE PARTS, PECIAL TOOLS, TESTING

EQUIPMENT AND MEASURING INSTRUMENTS

N.A

12 System Package 3K – Depot and Workshop Equipment N.A

13 System Package 3L – Automatic Fare Collection N.A

14 System Package 3M – Signage and Graphics N.A

15 System Package 3N - Maintenance 15.1 MAINTENANCE PERSONNELS To be applied 15.2 MAINTENANCE To be applied

Note: N.A.: Price Adjustment shall not be applied

<Coefficients>

For Local Component

Value Coefficient and

15

Maintenance

a: Fixed 0.15 0.15 0.15 0.15 0.15 0.15 b: Labour 0.07 ~

0.11

0.09 ~ 0.13

0.07 ~ 0.11

0.09 ~ 0.13

0.14 ~ 0.18

0.85

c: Equipment 0.34 ~

0.38

0.72 ~ 0.76

0.34 ~ 0.38

0.57 ~ 0.61

0.40 ~ 0.44

0.25 ~ 0.29

-

Total: a+b+c+d 1.00 1.00 1.00 1.00 1.00 1.00 Note: * The values for b, c and d shall be proposed within the above ranges by the

Tenderers, and shall be agreed by the Employer during the Contract Negotiation

For Foreign Component

Value Coefficient and Description

15 Maintenance a: Fixed 0.15 b: Labour 0.85 c: Equipment - d: Material - Total: a+b+c+d 1.00

Currency

of Index

Published Source of Index

L: Labour Japan JPY LF*

Notes: LL*: General cost of living index for whole country, issued monthly by “General

Statistic Office of Vietnam in Hanoi”, or Construction Price Index for Labour issued quarterly by Ministry of Construction, Viet Nam

EL*: Wholesale price index of imported construction equipment for whole

country, issued monthly by “General Statistic Office of Vietnam in Hanoi”

or Construction Price Index for Equipment issued quarterly by Ministry of Construction, Viet Nam

ML*: Price index of construction materials for whole country, issued monthly by “General Statistic Office of Vietnam in Hanoi” or Construction Price Index for Materials issued quarterly by Ministry of Construction, Viet Nam

LF*: Consumer Price Indexes, General of “Monthly Statistic of Japan”

The liability of the Employer will be limited to the fixed Lump Sum Contract price already accepted and the Contractor will have no right to claim anything over and above the Lump Sum price for any such addition of Cost Centre or Milestones in any Cost Centre The decision of the Employer will be final and binding in such matters and will not be subject to Conciliation or, Arbitration

14.1

The Contract

Price

Add a third paragraph (c) to the existing sub-clause:

(c) The Government of Viet Nam shall exempt the Contractor from all duties and related fiscal charges imposed in Viet Nam with respect to the import and re-export of their own materials and equipment needed for the implementation of the Project.

Delete existing sub-Clause (c) and replace with:

(c) the amount to be deducted for retention shall be ten percent (10%) from the above amounts, until the amount so retained by the Employer reaches the limit of five per cent (5%) of the Contract Price

14.6

Interim Payment The following new Sub Clause (c) be added to PCC Clause 14.6:

“In the event of any disputed amount in whole or part of the estimated contract value of the Works the Employer may proceed in accordance with Sub-Clause 3.5 [Determinations] to make a payment of up to 70% of the disputed amount pending resolution of the disputed amount.”

14.9

Payment of

Retention Money

Delete the existing Sub-Clause and insert new Sub-Clause:

When the latest of the expiry dates of the Defects Notification Periods, the full amount of the Retention Money shall be paid to the Contractor

14.15

Currencies of

Payment

Insert new paragraph:

The fixed Contract Price shall be quoted separately in the following currencies only:

For Goods and Services to the Works which are expected to be supplied from outside Vietnam, in Japanese Yen only

For Goods and Services to the Works which are expected to be supplied from inside Vietnam, in Vietnamese Dong only

The Contractor shall, in respect of Daywork items, substantiate the amount included in the Application for Payment of Provisional Sums by producing all quotations, invoices, vouchers and receipts, and other supporting documents including the agreed daily rates of labour and hourly hire charges of plant and machinery The Contractor shall, during the continuance of such work, deliver on each working day to the Employer's Representative a list, in duplicate,

of the names and occupations of and time worked by all workmen employed on such work

on the previous working day and a statement, also in duplicate, showing the descriptions and quantity of all materials and Contractor’s Equipment used thereon or therefore The Employer's Representative shall agree as correct or reject with stated reasons such lists and statements and shall sign and return to the Contractor one copy thereof The Contractor shall submit copies of such statements along with the Application for Payment of Provisional Sums The Contractor shall inform the Employer's Representative in writing before the Contractor proposes to carry out daywork ordered by the Employer's Representative and shall afford every facility for the Employer's Representative to check all time labour, plant and materials in respect of which the Contractor proposes to charge

In respect of Provisional Sums items undertaken through Approved Sub-contractors, the Contractor shall submit with the Application for Payment of Provisional Sums, documents in support of the amount included in the said application The Contractor shall also enclose evidence in support of progress of work for which payment is claimed The Contractor shall furnish evidence that all sums included in previous certificates have been paid to the