9R4944 - 0411 - EPC BD Vol I - Invitation to Bidder FINAL Rev0 20090623

Azzawiya Oil Harbour – Bid DocumentsVolume I of III – Invitation to Bidder

Azzawiya Oil Refinery Company Inc

23 June 2009 Final Report 9R4944

Document title Azzawiya Oil Harbour – Bid Documents Volume I of III – Invitation to Bidder

Document short title EPC BD Azzawiya – Vol I Status Final Report

Date 23 June 2009 Project name Azzawiya Oil Harbour

Project number 9R4944 Client Azzawiya Oil Refinery Company Inc

Reference RH 9R4944KO/0411/303460/Rott/Rev0 Reference ARC 1620-ZA-A4-001

George Hintzenweg 85

Postbus 8520

Rotterdam 3009 AM The Netherlands

+31 (0)10 443 36 66 Telephone+31 (0) 10 4433 688 Fax

[email protected] E-mail www.royalhaskoning.com Internet

Arnhem 09122561 CoC

HASKONING NEDERLAND B.V.

MARITIME

Drafted by A.C. Woods

Checked by A. Cook

Date/initials 23/06/2009

Approved by H. Altink

Date/initials 24/06/2009

EPC BD Azzawiya – Vol I 9R4944KO/0411/303460/Rott/Rev0 Final Report - iii - 23 June 2009

CONTENTS Page

PART 1 – INVITATION TO BIDDER 1

1 INVITATION TO BIDDER 3

PART 2 – INSTRUCTIONS TO BIDDER 5

1 INTRODUCTION 7 1.1 General Introduction 7 1.2 The Existing Facility 7 1.3 The Objective of the Bid 8 1.4 Objectives of this Document 12 1.5 Regulations Concerning Competition 12

2 GENERAL CONDITIONS FOR BIDDING 13 2.1 Acknowledgement of Bid Package 13 2.2 Independent Bid 13 2.3 Clarification of documents, queries 13 2.4 Regulations concerning the submission of the bid 14

3 COMMUNICATIONS 18 3.1 Correspondence 18 3.2 Language 18 3.3 Site Visit 19 3.4 Modifications and Amendments to the invitation to bid 19 3.5 Minutes of Meetings 20

4 PRESENTATION OF THE BIDS 21 4.1 General 21 4.2 Commercial proposal 24 4.3 Technical Proposal 26 4.4 Exceptions and Alternatives 30 4.5 Project Execution Proposal 30

9R4944KO/0411/303460/Rott/Rev0 EPC BD Azzawiya – Vol I 23 June 2009 - iv - Final Report

PART 3 – LETTER OF BID AND BID BOND GUARANTEE (SPECIMEN) 37

PART 4 – PREAMBLE TO BID 43

PART 5 – CONTRACT PREAMBLE AND FORM OF AGREEMENT (SPECIMEN) 47

1 SCOPE OF WORKS 49

2 CONTRACT DOCUMENTS 50

3 CONTRACT PRICE 51

4 TERMS OF PAYMENT 52

5 EFFECTIVE DATE AND COMMENCEMENT DATE 53

6 TIME FOR COMPLETION 53

7 SUB-CONTRACTING 54

8 CONTRACTOR’S LIABILITY UNDER THE CONTRACT 54

9 VENDOR LIST 54

10 INSURANCE 54

11 OFFICE FACILITIES 54

12 APPLICABLE LAWS AND SETTLEMENT OF DISPUTES 55

13 FORM OF AGREEMENT 57

PART 6 – GENERAL CONDITIONS OF CONTRACT 59

PART 7 – CONTRACT FORMS 147

1 PERFORMANCE BOND (DRAFT) 149

2 ADVANCE PAYMENT (DRAFT) 151

3 COMPLETION CERTIFICATE(SPECIMEN) 153

4 FORM OF RELEASE (SPECIMEN) 155

5 MAINTENANCE CERTIFICATE (SPECIMEN) 157

EPC BD Azzawiya – Vol I 9R4944KO/0411/303460/Rott/Rev0 Final Report - 1 - 23 June 2009

PART 1 – INVITATION TO BIDDER

9R4944KO/0411/303460/Rott/Rev0 EPC BD Azzawiya – Vol I 23 June 2009 - 2 - Final Report


1 INVITATION TO BIDDER

Bidders are invited by the Azzawiya Oil Refinery Company (ARC), a subsidiary of the National Oil Company (NOC) through the Main Tender Committee:

Azzawiya Oil Harbour All as described in, and in accordance with the terms of the Bid Documents. The Bidders and all supporting documents should be submitted according to Part 4 of these Instructions to Bidders endorsed only as follows:

BID No: ARC/2009/AOH/001

Azzawiya Oil Harbour

The envelopes should be delivered on 8th October 2009 at 12.00 midday and should be addressed to:

Azzawiya Oil Refinery Company Inc PO Box 6451 Tripoli Great Socialist People’s Libyan Arab Jamahiriya

For the attention of Chairman Main Tender Committee

The exterior of the envelope should bear no indication or marking which may reveal the identity of the Bidder. The Tenders Committee is not bound to accept the lowest Bid and reserves the right to reject any or all Bidders without assigning any reason. An electronic copy of the Bid will be delivered to the above address 14 days from the Bid Submission date above.


PART 2 – INSTRUCTIONS TO BIDDER


1 INTRODUCTION

1.1 General Introduction

1.1.1 The purpose of these Instructions to Bidders is to establish the terms and conditions which apply to this stage of the Bidding process and to set out the procedure for submissions of Bidders in relation to the Project.

1.1.2 The definitions in Part 6 – General Conditions of Contract, Clause 1 – Definitions should be read in conjunction with these Instructions.

1.1.3 These Instructions to Bidders will not form part of any Contract eventually formed as a result of this Bidding process nor give rise to any Contract themselves.

1.1.4 These Instructions prescribe the procedures to be followed until the Owner either enters into a Contract with the Bidder or advises him that the Owner does not intend to do so.

1.1.5 By participating in the Bidding process for the Project, Bidders are conclusively treated as accepting these Instructions to Bidders and no purported rejection, variation or addition to these Instructions to Bidders made by Bidders shall have any effect. In particular, but without limitation, each Bidder acknowledges and agrees that the Bidding process described in these Instructions to Bidders is fair and reasonable.

1.1.6 Should the Bidders, within 7 days of receipt of the Bid documents from the Owner, not wish to submit a Bid, they are to return all the Bid documents without alteration, marks or notation

1.2 The Existing Facility

1.2.1 Azzawiya Oil Refining Company Inc (ARC), a subsidiary of the National Oil Corporation, is located on the coast of the Great Socialist People’s Libyan Arab Jamahiriya, approximately 50km to the west of the capital, Tripoli. The Refinery has two identical trains, each with a capacity of 2.5million tons per year. However, under the Refinery Revamp Project Phase 1, the capacity of each train will be increased to 3.07 million tons per year. It is served by pipelines feeding crude oil from oil fields in the southwest of Great Jamahiriya and by other pipelines for conveying products over land to major customers. Additionally, there are road vehicle loading facilities. Storage for crude oil and refined products is provided by tanks within the Refinery battery limits.


1.2.2 The refinery is equipped with a Marine Terminal which serves tankers traffic and has three buoy moorings. Berths 1 & 3 are single buoy moorings (SBM’s) of the single Anchor Leg mooring (SALM) type and both are located approximately 1.30 to 1.70 km offshore in 27 – 30 meters of water respectively. Berth No 1 is equipped with two 24” pipelines and the mooring is designed to accept vessels of between 10,000 DWT and 100,000 DWT. Berth No 3 can handle vessels between 15,000 DWT and 140,000 DWT and has two 30” pipelines. Berth No 2 is a conventional Buoy Mooring (CBM) and can berth vessels between 5,000 DWT and 25,000 DWT. The berth is located 1.20 km offshore, approximately 20 meters of water and has three 10” pipelines. There are four main pump houses in ARC and one pump house in Akakus Oil Operations Company (AOO) which contain pumps dedicated to various products. Additionally, there are three pumps in ARC for the export of crude oil.

1.2.3 The existing Marine Terminal Facility has an annual throughput of 6.6million tons comprising crude oil, reduced crude oil, heavy fuel oil, kerosene, straight run naphtha, gas oil and vacuum gas oil. After completion of both phases of the Refinery Revamp Project, throughput will be increased.

1.2.4 There is a small craft harbour within the precincts of the Azzawiya Refinery about 1.80km to the west side and is suitable for small tugs, line boats, workboats and similar crafts.

1.3 The Objective of the Bid

1.3.1 Azzawiya Oil Refining Company Inc. (ARC) intends to expand the existing Marine Terminal Facilities by constructing a fully protected harbour at ARC Site near the tankfarm area and east of CBM2 in order to increase the capacity to handle the transportation of crude oil, various refined products, asphalt and LPG.

1.3.2 For a clearly defined description of the works that are required by the bidder, the bidders are directed to Volume 2 Exhibit A – Scope of Works of these Bid Documents

1.3.3 The harbour shall improve the supply of different light products by BMC to the western area in Great Jamahiriya and shall facilitate the export of light products, asphalt, LPG, fuel oil as well as import of base oil and reduced crude by ARC. Furthermore, the export of crude oil and other products produced in the southwest area of Great Jamahiriya shall be carried out through this harbour.

1.3.4 The Azzawiya Oil Harbour shall include, but not be limited to, 4 new sheltered berths, a pier for Refinery Revamp equipment / materials,


associated petrochemical handling facilities, bunkering facilities, breakwaters and other related civil, mechanical, electrical, instrument and communication works. The Harbour shall benefit Azzawiya Oil Refining Company Inc. (ARC), Brega Petroleum Marketing Company (BMC) and Akakus Oil Operations Company (AOO). The operations of the harbour shall be conducted by ARC.

1.3.5 Existing Berths No. 1&3 shall be retained and to be used as standby berths in future, whereas Berth No. 2 shall be abolished, after start-up of the Harbour.

1.3.6 The Project has been previously designed at another location, near the existing Small Craft Harbour. However, in view of certain major technical/commercial disadvantages associated with that location and the harbour design being semi-protected as well as some new requirements to the scope of works, that location has been abandoned. General Layout showing previous and new locations of the Harbour and existing 3 berths is attached within the Definition Drawings within the Owners Requirements. A contour map for the new location, Topographical Survey of the nearby onshore area and the existing pipelines in the vicinity of proposed Harbour are shown in the Owners Requirements.

1.3.7 The Azzawiya Oil Harbour Project shall be designed, procured and constructed in two phases i.e. Phase-I & Phase-II. The Scope of Work of this Contract shall be limited exclusively to Phase-I works. However, the spacing of offshore facilities for Phase-II to be considered under Phase-I works. The works of each phase are as follows:

1.3.7.1 Phase-I

a) Marine Works i) Main and secondary breakwaters connected to the shore. ii) Access for pipes and service road to the berths along main

breakwater or separate bridge or other means according to the harbour layout.

iii) Berth No. 4 for tankers with a capacity of 1000 – 35,000 DWT for

handling different light products, LPG & asphalt. iv) Berth No. 5 for tankers with a capacity of 5,000 – 75,000 DWT for

handling crude oil, reduced crude, fuel oil and bunker fuel oil and for tankers with a capacity of 5,000 – 35,000 DWT for light products and base oil.


v) Berth No. 6 for tankers with a capacity of 20,000 – 170,000 DWT for handling crude oil, reduced crude oil and fuel oil.

vi) Berth No. 7 for berthing the Bunker Shuttle Tanker as well as Tug

Boats. vii) Berth No. 8 (pier) for Refinery equipment/materials. viii) Requirements for marine plant including tugs and pollution

equipment for the Project & their specifications. ix) Administration Building comprising a control room and offices (NB:

Construction drawings are available and shall be incorporated into the Bid Package. However, location to be studied by the Consultant in the Harbour Layout).

x) Other Buildings, which shall be necessary for the Project. b) Product Handling Facilities (Import & Export) i) Crude Oil Handling System comprising two pipelines, 30” dia each

with accessories at Berth No. 6 and connected to the existing piping near the proposed harbour. A branch from these pipelines shall be connected to Berth No. 5 for handling heavy fuel oil, crude oil, reduced crude and bunkering fuel oil.

ii) Light Products Handling System comprising two pipelines of

suitable diameter with all accessories at Berths No. 4 & 5 to be connected to the existing piping near the proposed harbour.

iii) Base Oil Handling System comprising one pipeline 10” dia at Berth

No. 5 and connected to the existing piping near the proposed harbour.

iv) Fire Fighting System connected to existing main Fire Fighting

System near the proposed harbour. v) Electrical, Instrumentation and Communication Systems (NB: The

DCS of the Harbour will be connected, in future, to all control rooms of ARC, BMC and Akakus).

vi) Civil & Structural works as required for the above mentioned items.


1.3.7.2 Phase-II

a) Light Products Handling System (Import and Export) from Berths No. 4&5 for BMC consisting of one multi-product pipeline of suitable diameter (between 14” – 18”) connected directly to BMC Tankfarm with new distribution lines of suitable diameter, if required, inside the BMC Tankfarm.

b) Additional pipeline, 30” diameter at Berth No. 5 & tie-in existing

manifold valves for handling heavy fuel oil and reduced crude. c) Light Products Handling System (Import and Export) for ARC

comprising pumps, discharge and suction lines of suitable diameters from tanks and to be connected to the pipelines executed in Phase-I.

d) Bunkering system comprising two pipelines, two tanks and all

accessories connected to Berth No. 7. e) Ballast Water Treatment System comprising two pipelines, 30” dia

each, three tanks and all accessories to be connected to Berths No. 4, 5 & 6.

f) Asphalt Handling System (Import and Export) comprising two

pumps, one pipeline 14” diameter, electrically heat traced, flushing line (10” dia) and suction pipeline with all accessories to be connected to Berth No. 4.

g) LPG Handling System (Import and Export) comprising three

pumps, one pipeline 10” diameter, equilibrium pipeline 6” diameter and all accessories to be connected to Berth No. 4.

h) Electrical, Instrumentation & Communication System including civil

and structural works as required for the above items. NB: Construction drawings for the above items are available with the

Owner except Item ‘b’. However, routing for all these items shall be considered in Phase-I.


1.4 Objectives of this Document

1.4.1 The Owner’s Requirements set out the functional, quality and performance requirements for the Azzawiya Oil Harbour. This document, Volume I of III – Invitation to Bidder (9R4944K0/0411/303460/Rott), describes the Invitation to Bidder.

1.4.2 The Owner’s overriding requirement is that the Works are fit for the purpose of, and suitable in all respects for, safe, efficient, reliable and continuous use under actual operational conditions at the facility.

1.4.3 The Owner’s Requirements are minimum requirements, and shall be read subject to the overriding requirement described above. In the event of any ambiguity the overriding requirement shall take priority.

1.4.4 The relation of this document to the complete set of Bid Documents is shown below:

BID DOCUMENTS AZZAWIYA OIL HARBOUR: • VOLUME I - INVITATION TO BIDDER (this document)

• VOLUME II - OWNER'S REQUIREMENTS

Exhibit A Scope of Works Exhibit B Compensation of Payment Exhibit C1 Performance Specifications and Design Criteria Exhibit C2 Technical Data and Specifications Exhibit D Drawings Exhibit E Contract Program and Execution Plan Exhibit F Coordination Procedures Exhibit G Health, Safety and Environmental Control Regulations

• VOLUME III - SITE INFORMATION 1.5 Regulations Concerning Competition

Confidentiality

1.5.1 All information derived from the Project Documents or otherwise communicated to the Bidder in connection with this Bid shall be regarded by the Bidder as strictly confidential and shall not, without the prior written consent of the Owner, be published or disclosed to any third party.

1.5.2 No such person or sole Bidder shall participate in the preparation of another Bidder’s for the same Bid. If any entity is found to have


participated in two or more Bids, other than alternative Bids for the same Bidder, all such Bids will be rejected.

2 GENERAL CONDITIONS FOR BIDDING

2.1 Acknowledgement of Bid Package

2.1.1 The Bidder shall acknowledge receipt of these Bid Documents in writing to the Engineer and accompanying this receipt shall be confirmation as to whether the Bidder shall be submitting a Bid.

2.1.2 The Bidder shall be responsive to the complete set of Bid Documents which comprise the documents listed in Section 1 above and any Addenda to Bid Documents which may be issued as described in this Section 3. The Bidder shall scrutinize each document immediately upon receiving it and shall promptly give notice, to the party who issued the document, of any pages which appear to be missing.

2.1.3 The Bidder must carefully examine all Bid Documents. Failure to comply with these Instructions or with any other Bidding requirements will be at the Bidder's risk.

2.2 Independent Bid

2.2.1 The Invitation (i) names the company or joint venture whom the Owner considered to be eligible to submit a Bid, (ii) states whether the Bidder was prequalified or selected, and (iii) may state any particular conditions or reservations of the prequalification or selection. Nothing in these Instructions entitles any other entity, company or joint venture to submit a Bid.

2.2.2 No such person or sole Bidder shall participate in the preparation of another Bid for the same Contract. If any entity is found to have participate in two or more Bids, other than alternative Bids from the same Bidder, all such Bids will be rejected.

2.2.3 However, any entity may be proposed as a prospective subcontractor by more than one Bidder in addition to being either a sole Bidder or a participant in one joint venture Bidder.

2.3 Clarification of documents, queries

2.3.1 If the Bidder requires any clarification of the Bid Documents, he may give notice to the Owner. The notice shall be written (which includes by facsimile transmission) in the language used in the Invitation, and shall


be sent to the Owner's address stated in the Invitation as soon as practicable.

2.3.2 The Engineer shall respond to the notice by issuing (i) the text of the question or request for clarification and (ii) the Owner's clarification. This response shall be in writing and shall give no indication of the identity of the Bidder who requested clarification. These requests for clarification and responses shall be sent to all prospective Bidders who received the Bid Documents, but shall not constitute amendments to the Bid Documents. However, if a notice is received less than 14 days before the Bid submission date, there may be no response.

2.3.3 If amendments are to be made to the Bid Documents, arising from a notice or otherwise, the Engineer shall issue an Addendum to Bid Documents on behalf of the Owner. Each Addendum to Bid Documents shall be sent to all prospective Bidders who received the Bid Documents, and shall be binding upon them. The Bidder shall promptly acknowledge receipt of each Addendum to Bid Documents by written notice to the Engineer, and shall also enter its reference number in the first sentence of the Letter of Bid.

2.3.4 At any time, the Engineer may similarly issue an Addendum to Bid Documents which amends the Bid submission date. In this event, all rights and obligations of the Owner and the Bidders previously related to the original date shall thereafter be subject to the amended date.

2.4 Regulations concerning the submission of the bid

2.4.1 The Bidder and all communication between the Bidder and the Owner or the Engineer shall be typed or written in indelible ink in the language used in the Invitation. Supporting documentation submitted by the Bidder may be in another language if he also submits an appropriate translation of all its relevant passages into this ruling language.

2.4.2 The Bid Documents to be submitted by each Bidder shall comprise as described in Section 2.4.9 of these Instructions.

2.4.3 The Bid Documents issued to the Bidder, including any amendments instructed in an Addendum to Bid Documents, shall be used without further amendment.

2.4.4 The Bidder shall price the whole of the Works, and submit a Bid, in accordance with the Bid Documents. A Bid which excludes part of the Works may be rejected as unresponsive.

2.4.5 Each of the Schedules shall be completed as appropriate to the particular Schedule. The Pricing Schedule (or Bills of Quantities) shall


be fully priced, with a rate or lump sum entered for each item. Each amount shall be carried forward to the Summary, the total of which shall be carried forward to the Letter of Bid. All rates and lump sum prices shall be entered in the same currency as that which is named in the Letter of Bid. If any item is not priced, there shall be no payment for the work described in the item, which shall be deemed covered by other rates and/or lump sum prices.

2.4.6 The Bidder shall also submit the following supplementary information accompanying, but not forming part of, his Bid where this information is different from that submitted as part of any prequalification:

(a) copies of original documents defining constitution and/or legal status, place of registration and principal place of business;

(b) total annual turnover expressed as total volume of engineering work

carried out in each of the last five years; (c) financial reports, including profit and loss statements, balance

sheets and auditor's reports for the past five years, and an estimated financial projection for the subsequent year;

(d) evidence of access to lines of credit, and availability of other financial

resources; (e) name and address of banker(s) who will (and have been authorised

to) provide references upon request by the Owner; (f) details of performance as prime/main contractor on works of a similar

nature and volume over the last five years and on current works; (g) a list of the major items of Contractor's Equipment proposed for

carrying out the Contract including details of ownership. (h) name and address of the bank or other entity which will provide the

Performance Security and the advance payment guarantee; and a letter from such entity acknowledging having received the Annexes to the Particular Conditions of Contract and undertaking to provide these security documents in accordance with the exact wording of these Annexes (if the entity prefers to make minor changes, they must be specified exactly);

(i) name and address of the insurers and their principal terms for the

insurances required by Clauses 6.22, 6.23 and 6.24 of the Conditions of Contract, including proposed deductibles and exclusions;


(j) details of the arrangements and methods which the Bidder proposes to adopt for the execution of the Works, in sufficient detail to demonstrate their adequacy to achieve the requirements of the Contract including completion within the Time for Completion;

(k) any proposals for subcontracting the execution of parts of the Works,

excluding each subcontract which will be less than ten percent of the Bid sum (this exclusion does not apply to the details required in the Schedules, which must be completed without exclusions);

(l) the names, qualifications and experience of key personnel proposed

for the management of the Contract and the execution of the Works, both on and off site, including curriculum vitae of the senior personnel. A Bid which is not accompanied by this information may be rejected as unresponsive.

2.4.7 The completed Bid shall not have any alterations or erasures, except

any which may be specified in an Addendum to Bid Documents. However, if alterations are necessary to correct errors made by the Bidder, these corrections shall be endorsed with the signature of the person signing the Letter of Bid.

2.4.8 Only one Bid may be submitted by each Bidder, except for any alternative offers. In addition to a compliant Bid, the Bidder may offer technical or other alternatives to the requirements of the Bid Documents, which may include reasonable deviations or other proposals. Each alternative Bid shall include all information necessary for its complete evaluation by the Owner, including any relevant calculations, specifications, construction methods, timing implications, breakdowns of prices, and other relevant details. The Owner reserves the right to reject alternative offers.

2.4.9 The Bidder shall prepare the documents comprising the Bid and supplementary information as follows.

Each Original set shall comprise of 3 parts,

• Part 1 – Technical Submission – 1 original and 2 copies

• Part 2 – Commercial (Priced) – 1 original and 1 copy

• Part 3 – Commercial (Unpriced) – 1 original and 2 copies.

Each such set shall be submitted in an inner envelope within an outer envelope, with each document and each envelope being clearly marked "ORIGINAL" or "COPY" as appropriate. If there is any discrepancy between them, the ORIGINAL shall prevail.


2.4.10 The original and copies of the Bid shall be signed by a person or

persons duly authorised to bind the Bidder. Proof of authorisation, in the form of a written power of attorney, shall be annexed to the Letter of Bid. All pages of the Preamble to Bid and Schedules where entries or amendments have been made shall be initialled by the person(s) signing the Letter of Bid.

2.4.11 If a Bid is misplaced or opened prematurely because an envelope was not sealed and marked as instructed above, the Owner shall not be responsible and the Bid may be rejected.

2.4.12 The original and copies of the Bid must be delivered to person and the address specified in the Invitation to Bidder no later than the time, on the Bid submission date, stated in the Invitation. Bids received by the Owner thereafter will be returned unopened.

2.4.13 The Bidder may modify or withdraw his Bid after submitting it, if the modification or notice of withdrawal is received in writing before such prescribed time for submission of Bids but not thereafter. The Bidder's modification or notice of withdrawal shall be prepared, sealed, marked and delivered, with the inner envelopes additionally marked "MODIFICATION" or "WITHDRAWAL", as appropriate. In particular, the modification or notice of withdrawal shall be signed by a person or persons duly authorised to bind the Bidder, and proof of authorisation shall be annexed.

2.4.14 A Bid submitted may be rejected by the Owner and returned to the Bidder.

2.4.15 The Bidder shall bear all costs incurred in the preparation and submission of the Bid, including visits and other actions mentioned or implied in these Instructions.

2.4.16 The Owner will not be responsible or liable for such costs, regardless of the conduct or outcome of the Bidding process. The Owner reserves the right to accept or reject any Bid, or to annual the Bidding and reject all Bids, without incurring liability to any Bidder and without being obliged to inform any Bidder of the reasons for the Owner’s action.


3 COMMUNICATIONS

3.1 Correspondence

Any enquiries regarding the Bid should be made in writing by letter and fax to: Azzawiya Oil Refinery Company Inc PO Box 6451 Tripoli Great Jamahiriya For the attention of the Chairman, Main Tenders Committee Telephone: +218 (0) 23 7643 411 Fax: +218 (0) 23 7620 092 E-mail: [email protected] Queries which relate to Technical and Commercial (Unpriced) matters should also be copied to : Mr. Henk Altink Project Manager ROYAL HASKONING, HASKONING NEDERLAND B.V. MARITIME George Hintzenweg 85 3068 AX Rotterdam The Netherlands Telephone: +31 (0) 10 44 33 666 Fax: +31 (0) 10 44 33 688 E-mail: [email protected]

3.2 Language

3.2.1 The Bid is written in the English language. Supporting documents and printed literature furnished by the Bidder may be in another language


provided they are accompanied by an accurate translation of its pertinent passages in English, in which case, for purposes of interpretation of the Bid, the translation shall govern.

3.2.2 The cost of the aforesaid translation will be the responsibility of the Bidder and at the Bidder’s expense. The technical documentation and correspondence prepared for the Bid shall be in English Language.

3.3 Site Visit

3.3.1 The Bidder shall visit and examine the Site, its surroundings and other parts of the country, and must obtain for himself on his own responsibility all information which may be necessary for preparing the Bid and entering into the Contract.

3.3.2 The Bidder and any of his personnel or agents will be granted conditional permission to enter upon the Site. The permission shall be deemed to have been based on the Bidder, his personnel and agents indemnifying the Owner and his personnel and agents from and against all liability and upon the Bidder being responsible for personal injury (whether fatal or otherwise), loss of or damage to property and any other loss, damage, costs and expenses (however caused) which would not have arisen other than due to the exercise of such permission.

3.3.3 The Bidder is advised that a meeting and Site visit can be held at the ARC office in the Azzawiya Oil Refinery and the Bidder should contact the Owner to arrange such meeting.

3.3.4 The Site visit is intended to supplement and not replace the individual inspections carried out by each Bidder. The Owner accepts no responsibility for providing any indication of relevant aspects or access to appropriate areas, which a competent Bidder may consider necessary for the preparation of a Bid.

3.3.5 The Owner shall not be bound by any oral representations which may be made during the Site visit, whether by the Engineer’s personnel or by others; and whether during a formal meeting or otherwise. In order to minimise the possibility of misunderstanding, Bidders should present any requests for clarifications and/or Addendum to Bid Documents in writing to the Engineer. All responses shall be sent to all prospective Bidders who received the Bid Documents.

3.4 Modifications and Amendments to the invitation to bid

3.4.1 The Bidder shall be responsive to the complete set of Bid Documents which comprise the documents listed in Section 1.3 above and any


Addenda to Bid Documents which may be issued as described in this Section 3.4.

3.4.2 The Bidder shall scrutinise each document immediately upon receiving it and shall promptly give notice to the party who issued the document of any pages which appear to be missing.

3.4.3 The Bidder must carefully examine all Bid Documents. Failure to comply with these Instructions or with any other Bidding requirements will be at the Bidder’s risk.

3.5 Minutes of Meetings

3.5.1 During the Bid period, should there be any meetings between the Bidder and the Owner and/or Engineer, the Bidder is to compile and submit to the Engineer and Owner Minutes of Meeting. The Minutes are to be submitted within 7 days from the date of the meeting. The content of these minutes shall be circulated to all Bidders should the content be deemed beneficial by the Engineer and or Owner.


4 PRESENTATION OF THE BIDS

4.1 General

4.1.1 The Bid shall be submitted in three separate envelopes: Envelope One containing the Technical Proposal, Envelope Two containing the Commercial (Priced) Proposal and Envelope Three containing the (Commercial (Unpriced). The Technical Proposal shall contain all the required documents requested in the Bid Documents excluding any submission of a financial nature. All submissions of a financial nature shall be contained within the Bidder’s Commercial Proposal. The Bidder shall return the following documents in addition to the items listed in Section 2.4.6 of these Instructions to Bidders in support of their Bid:

a) Bid and supplementary information as described in these instructions including, design, drawings, all design calculations, technical information, and method statements;

b) The Contract Agreement and completed Bill of Quantities / Price Schedule. The Bill of Quantities / Price Schedule will be for valuation purposes only and the Owner will not accept any failings of the Bill of Quantities / Price Schedule as grounds for a variation;

c) Quality Management and Health and Safety information as stated below.

4.1.2 Each prequalified Bidder shall notify the Owner, as soon as practicable, of any change in the data submitted for the purpose of the prequalification. Any significant change in such data shall be deemed to invalidate the Bidder's previous prequalification, but the company or joint venture may request the Owner's permission to reapply for prequalification. If (at his sole discretion) the Owner grants such permission, the Bidder's application for prequalification must be received by the Owner not less than 28 days before the Bid submission date.

4.1.3 Three separate submissions are required to be clearly identified. 1. Technical Submission 2. Commercial (Unpriced) and 3. Commercial (Priced).

For clarity, the following is the items that may be included within each submission (these lists are not exhaustive and may be added to if the Bidders deem necessary)


Technical Submission - Drawings - General Specification - Layout & Site Improvement - Breakwater Works - Quay Structure Works - Civil Works - Instrumentation - Electrical Works - Mechanical Works - Structural Works - Utilities - Qualifications of bid - Alternative Bids Commercial (Unpriced) - General Organization – Project Management - Scope & Procedures of Work – Engineering - Scope & Procedures of Work – Procurement - Scope & Procedures of Work – Construction - Scope & Procedures of Work – Pre-Commissioning,

Commissioning, Start-up and Test Runs - Scope of Subcontractors and vendors - Schedule / Programme control and Progress Reporting - Procedures for Change Orders - Relationship with the Owner - Exclusions from the Scope of Works - Terms of Payment - Work Schedule - Guarantees - Quality Assurance / Quality Control - Qualifications – Identify acceptable / unacceptable Commercial (Priced) - Completed Form of Bid - Completed Bills of Quantities / Pricing Schedule - Completed Payment Schedule and Predicted Cashflow - Currency Payment Apportionment


4.1.4 The inner and outer envelopes shall bear the following identification “BID FOR THE CONSTRUCTION OF THE AZZAWIYA OIL HARBOUR”

4.1.5 All documents shall be completed in indelible ink where applicable. Each Bid, and all supporting documents shall be in the English language. All information and particulars to be filled in on the Bid Documents shall be legibly written. No additions or erasures shall be made except for the Bidder to correct errors, in which case the changes shall be initialled by the person or persons signing the Bid.

4.1.6 All blank spaces in the Form of Bid are to be filled, except where specifically stated otherwise.

4.1.7 The inner envelopes shall indicate the name and address of the Bidder to enable the Bid to be returned unopened if it is declared “late”. The outer envelopes shall give no indication of the Bidder.

4.1.8 The original and required copies of the Bid, as stated in section 2.4.9, shall be delivered to:

Azzawiya Oil Refinery Company Inc PO Box 6451 Tripoli Great Jamahiriya For the attention of: The Chairman, Main Tenders Committee no later than the time, on the Bid submission date, stated in the Invitation to Bidder. Bids received by the Owner thereafter will be returned unopened. An electronic copy shall be delivered to the above address no later than the time stated in the Invitation to Bidder. A further copy of the Technical and Commercial (Unpriced) will be delivered to: Mr. Henk Altink, Project Manager ROYAL HASKONING, HASKONING NEDERLAND B.V. MARITIME George Hintzenweg 85 3068 AX Rotterdam The Netherlands


4.1.9 Once opened the Bids will be evaluated by the evaluation team, who

may request further information to substantiate the Bidders bid. Each Bid will be scored in the following terms :

a) Completeness of Bid b) Responsiveness of the Bidder

c) Quality of the Bidders Proposal

d) Previous experience in comparable projects

e) Commercially Acceptable

4.2 Commercial proposal

4.2.1 General presentation of bids

The presentation of the bids is to be as laid out as stated in section 4.1.4 & 4.1.8 earlier

4.2.2 Currency Split for Payments

Bidders are to propose, as part of their submission, their preferred Split of currencies for Payment purposes. A part of the proposal has to be in Libyan Dinar for legal and tax purposes. The Bid is to be submitted in Libyan Dinar only, with any currency conversion to be set as at the Base Date.

4.2.3 Workload

The Bidders are to submit current workload complete with Project scope, duration (including commencement and completion dates) and Agreed Contract Sum.

4.2.4 Validity of the bid

The Bid shall remain valid and open for acceptance for a period of 120 days from the Bid Submission Date. The Bidder shall calculate the date on which validity expires and insert this expiry date in the Letter of Bid. Prior to this expiry date the Owner may by written notice request the Bidder to extend the validity period. The Bidder may refuse the request, but shall not modify his Bid other than by extending its validity.


4.2.5 Provision of a Bid Bond

The Bidder shall provide a Bid Bond equal to LYD 700,000 (Seven Hundred Thousand Libyan Dinar). The Bid Bond shall be denominated in Libyan Dinar (LYD) and shall be supplied in the form of a stand-by letter of credit. It shall be issued by a reputable bank located in the Great Socialist People’s Libyan Arab Jamahiriya approved by the Owner. The format of the Stand-by letter of credit shall be in accordance with the form of Bid Security appended to these Instructions to Bidders. The Bid Security must remain valid until 35 days after the date that the Bid becomes invalid (i.e. 120 days after submission of the Bid). The Owner shall retain the Bid Security until a formal contract is signed and it has been substituted by a Performance Security or until the Engineer decides that no Bid shall be accepted. If the Bidder withdraws his Bid or modifies it without the Owner’s approval before the end of the period for validity of Bid, or if the Owner finds that the Bidder is incapable, or the Bidder refuses to enter into a contract with the Owner on the basis of their Bid, then the Bid Bond will be forfeited. The Bid Bond will also be forfeit if the Bid is invalidated on account of breach of confidentiality. Bid Bonds provided by unsuccessful Bidders will be returned once a contract has been formed with the successful Bidder.

4.2.6 Owner’s obligations and rights

The Owner may request clarification of any part of the Bidders submission. The Owner is also not bound to accept the lowest bid. If the Owner deems necessary, he may withdraw from the project, with no financial monies claimable by any Bidder for the compilation of their bid at any stage. The Owner intends (i) to award the Contract to the Bidder who appears to have the capability and resources to carry out the Contract effectively, whose Bid has been determined to be responsive to the Bid Documents and who has offered (all taken into consideration) the most favourable Bid; or (ii) to reject compliant Bids and accept an alternative Bid. The Owner reserves the right to reject any or all Bids. The preferred Bidder(s) may be invited to participate in negotiation meeting(s) with the Owner, who may then issue a Memorandum of Understanding recording the outcome of their joint discussions of the Bid. This Memorandum of Understanding will constitute the agreed basis upon which a contract could be concluded, and/or may include


clarification of any alternative proposals which the Bidder may have submitted. The Memorandum of Understanding (i) shall be binding on the Bidder as an acceptable clarification or amendment of his Bid until its validity expires, (ii) shall be wholly subject to a subsequent contract agreement, and (iii) shall not bind the Owner nor commit him to entering into any contract under any terms. After receiving the Performance Security from the successful Bidder, the Owner will notify the other Bidders that their Bids have been unsuccessful. The Owner will request the successful Bidder to sign the “Contract Documents”. Upon receipt of the signed Contract Document, these are to be sent, by the Owner, to the Observation Authorities in Tripoli, or other State Ministries as required. Upon approval, the Owner will then countersign the “Contract Documents”. This will constitute the “Effective Date”. Only until the Countersignature has been obtained will a binding contract be in effect. Until such time the preferred Bidder will be carrying out any works at their own financial risk.

4.2.7 Bidder’s obligations and rights

The Bidder may modify or withdraw his Bid after submitting as stated in section 2.4.13 earlier.

4.3 Technical Proposal

4.3.1 Proposed Design and Construction of the Works

The Bidder’s Design shall as a minimum comply with the requirements set out in the Bid Documents. Volume II of the Bid Documents includes detailed specifications defining the minimum standards for aggregates, rock, concrete and structural steelwork. The Bidder shall prove that the design is based on materials meeting or exceeding the minimum specification. compliance with this requirement in no way reduces the Bidder’s obligations under the Contract. The Bidder shall submit a construction programme in sufficient detail to identify the major elements of the work including the design, the duration of these elements and the construction critical path.


The Bidder shall submit preliminary design calculations and drawings showing the general arrangement, plans, sections and typical details in sufficient detail to demonstrate fully the Bidder’s proposals, for each of the following elements of the Works (to the extent applicable): a) Site clearance and demolition of existing structures

b) Breakwater Construction

c) Platform structure and fittings

d) Mooring Dolphins

e) Walkways

f) Scour protection

g) Trestle structure

h) Expansion joints

i) Abutment revetment / slope protection

j) Fencing

k) Excavation and filling

l) Structural steelwork

m) Storm water drainage

n) Installation of navigational aids incl. pile provisions

o) Berthing approach system (BAS) including cables and wiring

p) Quick Release Hooks (QRH) including Environmental and Mooring Monitoring System (EMS and MMS) including cables and wiring

q) Lighting system In addition to the above, the Bidder shall prepare and submit a design submission report presenting the design parameters, including soil and geotechnical parameters, and describing the design philosophy for each element of the Works. The report shall address the effects of construction sequence and method on the design. The report shall include sufficient calculations to support a design.


The calculations shall include, but not be limited to, the following checks to demonstrate compliance with the Owner’s Requirements, under static and seismic loading: a) slope stability calculations

b) pile/foundation bearing capacity

c) global stability calculations using pseudo-static seismic analysis as a minimum

d) ULS strength and SLS crack width calculations for main concrete (reinforced) members

e) combined stress checks on main steel members

f) fender capacity calculations The Bidder shall also submit outline construction method statements for each of the above areas, including details of the proposed Equipment the Bidder intends to use for the construction, and information on the proposed Materials, including sources and suppliers.

4.3.2 Proposed Manufactured Items

For each manufactured item to be included in the Bidder’s proposed design, the Bidder shall submit: a) details of the manufacturer;

b) model reference number/type and BS, ISO or other Standards with which it complies;

c) illustrated technical product data sheet, giving full description and detailing the size and (as appropriate) rating, capacity, power requirements, flow capacity etc; the product data sheet shall provide a level of detail equivalent to that which would be provided in an operation and maintenance manual;

d) general arrangement drawing showing principal dimensions, fixing arrangements and the like;

e) a comprehensive list of spare parts sufficient for two years operation, which will be supplied in accordance with the Owner’s Requirements.

f) details of guarantees and warrantees to be provided as per maintenance requirements.


4.3.3 Proposed Source(s) of Breakwater and Fill Material

The Bidder shall submit full details of his proposed source(s) of all required types of fill material. For all material sources the Bidder shall identify: a) location(s), identified on maps, of the proposed borrow area(s) and

quarries;

b) sample grading analyses from the proposed source(s);

c) sample Rock properties for the following criteria (list not exhaustive)

o Apparent specific gravity

o Water absorption

o Aggregate impact value

o Compressive strength

o Abrasion resistance

o Soundness test

a) method of transporting Rock to the Site and placing of Rock on Site;

b) method of transporting fill to the Site and placing of fill on Site

c) location for disposal of material where this is required under the Works (including dredge “dump” sites);

d) proof of approval in principle from the relevant authorities.

4.3.4 Proposed Designer for the Works

The Bidder shall provide details of the designers for the major elements of the Works, including relevant experience of the firms and qualifications and CV’s of the individuals concerned. The designers are expected to be the designers approved at the time of pre-qualification and any change proposed by the Bidder from their original pre-qualified designer will be treated as a change to be dealt with under the provisions above.


In any event the Bidder’s designers must demonstrate wide experience in the design of similar works, preferably internationally. The use of substitute designers in any subsequent contract is subject to the further consent of the Engineer. Such consent will only be given if the Engineer is satisfied that the proposed substitute is of equivalent or higher calibre and relevant experience and the substitute designers can provide the required level of Professional Indemnity Insurance.

4.4 Exceptions and Alternatives

The Bidder may submit an alternative bid only after complying with the Bid Documents. Any Alternatives must be clearly identifiable from the Original Bid submission, with clear and concise reasoning and calculations.

4.5 Project Execution Proposal

4.5.1 Required Bid Information

The following information must be submitted with the Bid Submission :

a) The proposals for providing accommodation for the Contractor’s staff and labour force, and for offices, workshops, etc., together with the layouts and areas of land for the provision of such facilities.

b) A list of all Libyan and Expatriate Employees employed in the Company, giving the name of the employee, job category, and unit rate per month (monthly salary).

c) A statement confirming that the Bidder will seek to employ as a minimum; the required Libyan staff in accordance with the Law.

d) A list of the sources from which it is proposed to obtain products and materials and details of each product and material.

e) A statement giving the name(s) of the person(s) authorised to sign Agreements on behalf of the Company along with proof of the authorised signatory of the Bidder for purposes of his Bid.


f) A statement of unresolved doubts regarding the meaning of anything contained within the Bid Documents and the interpretation relied upon by the Bidder.

g) A copy of each Circular Letter/Addendum, if any, issued by the Tenders Committee, appropriately endorsed by the Bidder.

h) The proposed sources of naturally occurring materials and aggregates.

i) Details of the Rock Armour required for the breakwater with details of the company that is able to provide technical experience and support relating to the design, fabrication and construction of the breakwaters and armour units. Details of similar previous successful projects shall also be provided.

j) A signed statement confirming that the Bidder has visited the Site and familiarised himself with all conditions which may affect his Bid and that he has no queries on any matter concerning the contract in compliance with Clause 11 of the General Conditions of Contract.

k) Copy of all trade licence / commercial registration and that of any sub-contractor proposed to be used (with English translation).

l) Details of each of the insurance policies which they would provide in the event of being awarded the Contract as set out in the Conditions of Contract.

4.5.2 Financial Ability

The Bidder may provide updated information on financial statements, if deviating from the submission during the prequalification.

4.5.3 Structure of Organization

The Bidder shall submit information how the main Contractor and associating companies will be involved in the Contract, whether as in a Joint Venture, Association, or otherwise and whether the companies are a lead party, partner, subcontractor, etc. The Bidder shall also provide letters from all companies wherein the structure of the organization is confirmed, including letters from parent companies if applicable.

4.5.4 Project Organization, management & Curriculum Vitae

1. Project organisation


The Bidder shall submit a proposed organisation chart (organigram format) of personnel to be employed for carrying out the Works. The chart shall clearly indicate the co-ordination and relative responsibilities between the various departments and responsible persons, including the relationship between the site and home office departments. 2. Manpower The Bidder shall furnish manpower histogram(s), showing anticipated manning levels for all major and key categories of labour to be employed on the Works, for the duration of the Contract, sub-divided between local and expatriate personnel. The information provided shall be updated by the successful Contractor in accordance with the Contract providing that the Owner shall be under no obligation to consent or otherwise accept the Contractor’s update in the event of the latter being less favourable to the Owner than the information submitted with the Bid.

4.5.5 Program and resources used for the Project

The Bidder shall provide in bar chart form a detailed construction programme for the works, identifying start and completion of all significant activities necessary for completion of the Works, within the period stated in Exhibit E – Contract Program and Execution Plan. The detailed programme based on critical path shall include but not be limited to the following: a) (De)mobilisation of offices, accommodation, workshops, and

equipment.

b) Site preparation for execution of the works.

c) Construction of breakwaters

d) Construction of trestles and jetties

e) Construction of quays

f) Dredging

g) Construction of mechanical works

h) Construction of electrical works

i) Reclamation and filling


j) Revetments

k) Construction of onshore harbour area and service utilities

l) Construction of buildings, roads, fences

m) Construction of aids to navigation

n) Start and completion of physical works on site

o) Any staged completion dates, allowing follow on works to commence The provided information is for Bid assessment purposes only and will not form part of any subsequent contract.

4.5.6 Method Statement

The Bidder shall outline his proposal for execution of the Works, including but not limited to his proposed method and logistics for mobilisation; source and method of transportation of materials; method of construction breakwaters, trestles, jetties, quays, mechanical and electrical works, buildings, service utilities, method of dredging; method of reclamation, compaction and levelling. The method statement shall also give details of the quality assurance measures proposed. The information provided shall be updated by the successful Bidder in accordance with the Contract providing that the Owner shall be under no obligation to consent or otherwise accept the Bidder’s update in the event of the latter being less favourable to the Owner than the information submitted with the Bid.

4.5.7 Construction Plant and Equipment

The Bidder shall state herewith the details of all Construction Plant and Equipment he intends to use, including but not limited to type, capacity, number, year of construction, present condition, ownership, present location and present commitments. The period of mobilisation of each major plant item shall be indicated as well. The information provided shall be updated by the successful Bidder in accordance with the Contract providing that the Owner shall be under no obligation to consent or otherwise accept the Bidder’s update in the event of the latter being less favourable to the Owner than the information submitted with the Bid.


4.5.8 Sub-Contractors

The Bidder shall list below all Sub-Contractors he intends to employ on the Works, together with details of the part of work to be let, clearly differentiating between local and expatriate companies. Full particulars of each such sub-contractor are to be provided hereunder. Sub-Contractors shall have adequate experience in similar works.

Nr Name Contact details Scope of work Evidence of similar works

Bidders to extend table as required The information provided in shall be updated by the successful Bidder in accordance with the Contract providing that the Owner shall be under no obligation to consent or otherwise accept the Bidder update in the event of the latter being regarded unsuitable to the Owner.

4.5.9 Track Record for Similar Projects

The Bidder may provide updated information on experience in similar projects if deviating from earlier submission during the prequalification. Similar projects are projects under an EPC or D&C contract, performed within the last ten (10) years and of similar scope as the current Azzawiya Oil Harbour Project.


PART 3 – LETTER OF BID AND BID BOND GUARANTEE (SPECIMEN)


NAME OF CONTRACT: AZZAWIYA OIL HARBOUR TO: We have examined the Conditions of Contract, Owner’s Requirements, Bid Drawings, Schedules, the attached Preamble to Bid and Addenda Nos ___________________________________________ for the execution of the above-named Works. We have examined, understood and checked these documents and have ascertained that they contain no errors or other defects. We accordingly offer to design, execute and complete the Works and remedy any defects therein, in conformity with this Bid which includes all these documents and the enclosed proposal for the sum of Libyan Dinar (LYD): _________________________________________________________ (LYD. __________________________________________________) or other such sum as may be ascertained in accordance with said conditions. We agree to abide by this Bid until ___________ and it shall remain binding upon us and may be accepted at any time before that date. We acknowledge that the Preamble to Bid forms part of this Letter of Bid. If this offer is accepted, we will provide the specified Performance Security, from an Insurance Company or Bank registered in the Great Socialist People’s Libyan Arab Jamaheriya, commence the Works as soon as is reasonably practicable after the Commencement Date, and complete the Works in accordance with the above-named documents within the Time for Completion. Only when both parties have signed the Contract Documents, shall constitute a binding contract between us, as per Condition of Contract Clause 38. We understand that you are not bound to accept the lowest or any Bid you may receive. Signature __________________________________ in the capacity of duly authorised to sign Bids for and on behalf of Address __________________________________________________ Date ___________________


BID BOND GUARANTEE (SPECIMEN) Name and address of Beneficiary: Azzawiya Oil Refinery Company Inc. of PO Box 6451, Tripoli, Great Jamahiriya (together with successors and assigns, all as defined in the Contract as the Owner). We have been informed that …………………………………… (hereinafter called the “Bidder”) is submitting an offer for such Contract in response to your invitation, and that the conditions of your invitation (the “Invitation to Bidders”, which are set out in a document entitled Volume 1 - Instructions to Bid) require his offer to be supported by a Bid Bond Security. At the request of the Bidder, we (name of bank) …………………………………………… hereby irrevocably undertake to pay you, the Owner, any sum or sums not exceeding in total LYD 700,000 (Seven hundred thousand Libyan Dinar) upon receipt by us of your demand in writing and your written statement (in the demand) stating that: a) the Bidder has, without your agreement, withdrawn his offer after

the latest time specified for its submission and before the expiry of its period of validity, or

b) the Bidder has refused to accept the correction of errors in his offer

in accordance with such conditions of invitation, or c) you awarded the Contract to the Bidder and he has failed to

comply with sub-clause 6.1 of the General Conditions of Contract; or

d) you awarded the Contract to the Bidder and he has failed to

comply with sub-clause 6.2 of the General Conditions of Contract, Any demand for payment must contain your signature(s) which must be authenticated by your bankers or by a notary public. The authenticated demand and statement must be received by us at this office on or before (the date 120 days after Tender Submission date) when this guarantee shall expire and shall be returned to us. This guarantee is subject to the Uniform Rules for Demand Guarantees, published as number 458 by the International Chamber of Commerce, except as stated above. Date: Signature:


PART 4 – PREAMBLE TO BID


Item Sub-Clause Data Owner’s Name and Address 1.1.1a Azzawiya Oil Refinery Company

Inc. PO Box 6451 Tripoli Great Jamahiriya

Contractor’s Name and Address

1.1.1 b …………………………………… …………………………………… …………………………………… ……………………………………

Engineer Name and Address 1.1.1 d Azzawiya Oil Refinery Company Inc. PO Box 6451 Tripoli Great Jamahiriya

Engineer’s Representative Name and Address

1.1.1 e Haskoning Nederland BV. George Hintzenweg 85 3068 AX Rotterdam The Netherlands

Commencement Date 1.1.1 v 21 days from Effective Date Time for Completion of the Works

1.1.1 aa From Commencement Date: 36 Months

Maintenance Period 1.1.1 cc 365 Days

Electronic Transmission Systems

The Conditions of Contract

Facsimile or a written document. Email will only be used for Information only and will carry no weight if not followed with a facsimile

Governing Law 5.1 & 34.1 The Laws of the Great Socialist People’s Libyan Arab Jamaheriya

Ruling Language 5.1 The English Language Language for Communications 5.1 The English Language Time for access to site 35 Not exceeding 7 Days after

Commencement Date Review Period 1.1.1 y 4 weeks Amount of Performance Security

6.2 10% of the Accepted Contract Amount


Item Sub-Clause Data Period for notifying unforeseeable errors, faults and defects in the Owners Requirements

6.8 14 days

Normal Working Hours 7.11 10 hours per day Sunday to Thursday. Friday is to be a day of rest. Any other times are to be approved by the Owner

Delay damages for the Works 14 0.5% of the Agreed Contract Sum per Week or part thereof.

Maximum amount of delay damages

14 5% of Agreed Contract Sum

Adjustments for Changes in Cost

- Does not Apply

Total Advance Payment 21.9 10% of the Accepted Contract Amount

Number and timing of instalments

21.9 One payment at the start (only applicable to advance payment)

Currencies and proportions 21.4 To be proposed by Bidder Exchange Rate 21.4 Set as at Base Date, or Agreed

between the Owner and Contractor

Start repayment of advance payment

21.4 When payments are 10% of the Contract Price

Percentage of Retention 21.6 5% (not on advance payment) Limit of retention money - No Limit Minimum amount of interim payment certificates

- No Limit

Currencies of Payment 21.4 To be proposed by the Bidder Periods for Submission of insurance:

(a) evidence of insurance 6.21 – 6.23 21 days from Effective Date (b) relevant Policies 6.21 – 6.23 45 days from Effective Date Minimum amount of third party insurance

6.22 Euros 1,000,000 million per occurrence with the number of occurrences unlimited


PART 5 – CONTRACT PREAMBLE AND FORM OF AGREEMENT (SPECIMEN)


This Contract is made on the ________day of ______ corresponding to _________ by and between the AZZAWIYA OIL REFINING COMPANY INC., a subsidiary of the NATIONAL OIL CORPORATION (NOC), a Company organized and existing under the Laws of the Great Socialist People’s Libyan Arab Jamaheriya, whose Registered Office is at Azzawiya, Great Jamaheriya (telephone 218 21 3610539 / fax 218 21 3610538), hereinafter called the “Owner” of the one part, AND ________________________a Company organized and existing under the laws of _______________________, whose Registered Office is at _______________________________ telephone: ____________________ / telefax: ____________________, hereinafter called the “Contractor” of the other part. The Owner and the Contractor hereinafter may be referred individually as “Party” and collectively as “Parties”. WHEREAS: the Owner desires to have performed Design, Engineering, Procurement, Construction, Pre-Commissioning, Commissioning, Start-up and Test-run of Azzawiya Refinery Oil Harbour, hereinafter referred to as the “Works” in accordance with the Scope of Works, more particularly described under Volume 2 of the Contract, and the Contractor is willing to perform such Works and has the capability, qualifications and experience to perform the Works and submitted its final offer, which has been discussed and accepted by the Owner as set forth under this Contract. NOW THEREFORE THE PARTIES HERETO AGREE AS FOLLOWS:

1 SCOPE OF WORKS

The Contractor’s obligations and responsibilities under this Contract shall be the turn-key delivery to the Owner of the Works fit for purpose all as specified in the Contract, including all Design, Engineering,


Procurement, Supply and installation of equipment and materials, Construction, Erection, Pre-commissioning and Commissioning, more particularly described in Volume II “Scope of Works” of the Contract.

2 CONTRACT DOCUMENTS

2.1 The Works shall be carried out pursuant to the following Documents, which shall be deemed to form and be read and construed as a whole and together shall constitute the Contract:

2.1.1 Volume I: This Contract Preamble and Form of Agreement

2.1.2 Volume II: Owner’s Requirements comprising the Exhibits from A to G as follows:

• Exhibit “A” - Scope of Works. • Exhibit “B”- Compensation of Payment • Exhibit “C1” – Performance Specifications and Design Criteria • Exhibit “C2” – Technical Data and Specifications • Exhibit “D” - Drawings • Exhibit “E” - Contract Program and Execution Plan. • Exhibit “F” – Coordination Procedures. • Exhibit “G” – Guide to Safety Regulations in the ARC Refinery

Facilities

2.1.3 Volume III: Site Information

2.1.4 Contractor’s Offer as specified under art. 2.3.4 below.

2.1.5 Minutes of the Clarifying session held at Azzawiya from ___________ [to be Inserted] to _________ [to be Inserted]

2.1.6 Bid Bulletins from _________ [to be Inserted] to _________ [to be Inserted].

2.1.7 Owner’s Invitation to Bidder

2.2 The Contract sets forth the entire agreement between the Parties pertaining to the Works and supersedes all inquiries, proposals, minutes of meetings, negotiations and commitments, whether written or oral, prior to the date of execution of this Contract except for those documents and references which have been expressly mentioned therein.


2.3 Order of Precedence.

In case of conflict between any of the Documents forming part of this Contract, the order of precedence shall be as follows:

2.3.1 Volume I: this Contract Preamble and Form of Agreement

2.3.2 Volume II: Owner’s Requirements Exhibit from A to G

2.3.3 Contractor’s offer as follows:

Bid Submission Letter Completed Pricing Schedule The Contractors Proposal [to be Inserted]

2.3.4 Owner’s Invitation to Bidder.

2.4 Definition of terms

The terms written in capital letters and the terms beginning with a capital letter shall have the meaning thereto assigned under Part 6 the General Conditions of Contract, Clause 1 – Definitions and Interpretation, unless otherwise specified.

3 CONTRACT PRICE

3.1 The Contractor shall be paid by the Owner as full and complete compensation for performing the Works, and assuming that all Contractor’s obligations and responsibilities under the Contract are completed in accordance with the Contract to the satisfaction of the Owner, with a firm fixed and final lump sum price of:

_________________________________________________________ Libyan Dinars ________________________________________ only The exchange rate between LYD and [to be Inserted] for the purpose of the Contract shall be:

Euro 1.00 = ______________ Libyan Dinar

[to be inserted at time of Contract Composition]


Such exchange rate of conversion shall remain firm and fixed for the entire duration of the Contract in order to calculate the foreign portion of each invoice payable to the Contractor under the Contract, as specified in article 4.3.1 below. The Lump Sum Contract Price as per article 3.1 above shall include all expenses related to the turnkey delivery of the Works, (including supply of spare parts), required for Pre-commissioning and Commissioning, and all costs and expenses such as profit, overheads, all insurance costs, other direct or indirect costs, custom clearance and transportation etc, personnel taxes, duties (except only Corporate and Jihad taxes Contract Registration Fee payable in the Great Jamaheriya under this Contract and customs duties levied on materials and equipment imported into Jamaheriya for permanent installation), fees, permits and the like. Contract Prices are firm, fixed and not subject to any escalation except for those as per clause 32 of General Conditions of Contract (Volume I, Part 6).

3.2 The Lump Sum Contract Price shall be adjusted only as specified hereunder and shall be payable at the times and in the manner prescribed by the Contract:

3.2.1 To be inserted on Contract Agreement

4 TERMS OF PAYMENT

4.1 Terms of payment shall comply with the provisions of Clause 21 of the General Conditions of the Contract, (Volume I, Part 6) of the Contract, in accordance with the following schedules:

4.1.1 Advance Payment

10% (ten percent) of the Contract Price as an Advance Payment against the of an irrevocable and unconditional bank guarantee, (in the form of an Irrevocable Stand by Letter of Credit issued from a corresponding first class European Bank accepted and confirmed by the Libyan Arab Foreign Bank “LAFB” for the same amount) submitted by the Contractor as per sub-clause 21.9 of the General Conditions of Contract (Volume I, Part 6) and in accordance with Form 2 (provided in Volume I, Part 7) of the Contract. Advance payment shall be recovered by deduction from all subsequent invoices due for payment at the same percentage of the Advance Payment of (10%).


4.1.2 Payment under articles 4.1. [to be Inserted] to 4.1 [to be Inserted] here above shall be subject to deduction for 5% (five percent) Retention and 10% (ten percent) deduction for 10% (ten percent) Advance Payment.

4.2 Retention Money Retention will be made pursuant to Clause 21.6 of the General Conditions of Contract (Volume I, Part 6) as referred here above and shall be 5% (five percent) of the Contract Price.

4.3 Method of Payment

4.3.1 [to be Inserted]% ([to be Inserted] percent) of the Contract Price shall be payable to Contractor in [to be Inserted]’s in Contractor’s account outside Great Jamaheriya, hereinafter referred to as “Foreign Portion”.

4.3.2 [to be Inserted]% ([to be Inserted] percent) of the Contract Price shall be payable locally in Libyan Dinars, hereinafter referred to as “Local Portion”.

4.3.3 All payments under the Contract shall be invoiced in Libyan Dinar and shall be payable to the Contractor as follows: i) Foreign Portion by direct payment ii) Local Portion by direct payment.

5 EFFECTIVE DATE AND COMMENCEMENT DATE

5.1 The Effective Date of the Contract shall be the signature date of this

Contract by both the parties.

5.2 The Commencement Date of the Works shall commence on _______________ [to be Inserted] ________________

6 TIME FOR COMPLETION

6.1 Time for completion of the Works shall be 36(thirty-six) calendar months from the Commencement Date of the Works comprising the following :-

The Completion Date is therefore __________________ [to be inserted]

______________


7 SUB-CONTRACTING

The Contractor shall not subcontract any Design, Engineering and Procurement activities. Contractor shall carry out all erection and construction works by its management and shall mobilise its staff for management, control, field supervision and administration as required. Contractor shall make available the necessary qualified manpower having experience in similar projects required for erection and construction of the Plant. In case there being any requirement for assigning any qualified subcontractors, Contractor shall utilize such subcontractors subject to Owner’s approval. Contractor to provide Owner with necessary documentation of the subcontractors before the signing the Contract.

8 CONTRACTOR’S LIABILITY UNDER THE CONTRACT

8.1 Either the Owner or the Contractor shall in no event be liable to each other for any indirect and/or consequential damages.

8.2 Without prejudice to the overall liability and guarantees of the

Contractor for the Works under the Contract of 100% (one-hundred percent ) of the Contract Price, all other liabilities of the Contractor shall be limited to 15% (Fifteen percent) excluding infringement of Libyan Laws and any Third Part claims against the Contractor.

9 VENDOR LIST

The Vendor List applicable to the Works shall be the Vendor List provided in Volume I Part 2 Section 4.5.8 of the Bid Documents.

10 INSURANCE

Without prejudice to its responsibilities and liabilities under the Contract, the Contractor shall provide the insurance policies as specified under Clause 6.0 of General Conditions of Contract (Volume I, Part 6).

11 OFFICE FACILITIES

The Contractor shall provide at Contractor’s premises to Owner and Consultant staff such facilities as per Owner’s Requirements Volume II Exhibits A to G. In addition, the Contractor shall provide transportation from/to office as required.


12 APPLICABLE LAWS AND SETTLEMENT OF DISPUTES

12.1 This Contract shall be governed by and interpreted in accordance with the Laws of the Great Socialist People’s Libyan Arab Jamahiriya.

12.2 Any disputes arising out of or in connection with this Contract shall be finally settled by three arbitrators appointed in accordance with the ICC rules. Place of arbitration shall be Paris - France. The arbitration will be conducted in the English language and will be final and binding between the Parties.


13 FORM OF AGREEMENT

13.1 In consideration of the payments to be made by the Owner to the Contractor hereinafter mentioned, the Contractor hereby covenants to the Owner to perform the Works as specified under Volume II of the Contract and to comply with any and all its obligations in accordance with the Contract.

13.2 The Owner hereby covenants to pay to the Contractor the Contract Price at the times and in the manner prescribed under the Contract in consideration of the performance of all Works in accordance with the Contract and to the satisfaction of the Owner. IN WITNESS WHEREOF the Parties hereto have entered into this Contract on the day, month and year first above written and put their signature here below: For and On behalf of The Owner

For and on behalf of The Contractor

AZZAWIYA OIL REFINING CO.INC.,

[Name to be Inserted]

____________________________ [Name to be Inserted]

____________________________ [Name to be Inserted]

Chairman Management Committee

[Title to be Inserted]

Were hereto affixed in the presence of

WITNESS: WITNESS: Signature: ________________________

Signature: ____________________________

Name: ________________________

Name : ____________________________

Title: ________________________

Title: ____________________________

This Contract Signed at Azzawiya, G.S.P.L.A.J. on: / / 20XX and assigned the Number : XX – 20XX.


PART 6 – GENERAL CONDITIONS OF CONTRACT


CONTENTS Page

1 DEFINITIONS AND INTERPRETATION 66 1.1 Definitions 66 1.2 Singular and Plural 69 1.3 Interpretation 69

2 ENGINEER’S REPRESENTATIVE 70 2.1 Duties and Powers of Engineer’s Representative 70

3 ASSIGNMENT AND SUB-CONTRACTING 71 3.1 Assignment of the Works, Sub-contracting 71 3.2 Assignment by the Owner 72

4 EXTENT OF CONTRACT 72 4.1 Extent of Contract 72 4.2 Provision of Documents required for Engineering,

Procurement and Construction 72

5 CONTRACT DOCUMENTS 72 5.1 Language & Law 72 5.2 Documents Mutually Explanatory 73 5.3 Owners Requirements 73 5.4 Contractors Documents 74 5.5 Contractor’s Undertaking 75 5.6 Technical Standards and Regulations 76 5.7 Training 76 5.8 As-Built Documents 76 5.9 Operation and Maintenance Manuals 77 5.10 Design Errors 77 5.11 Confidentiality 77 5.12 Custody of Contract Documents 77 5.13 Ownership of the Contract Documents 78 5.14 Contractors Documents for Review 78 5.15 Handling of Contractors Documents 79 5.16 Documents to be kept on Site 79 5.17 Further Drawings and Instructions by the Engineer 79 5.18 Duration for all Documents to be kept by Contractor 79

6 GENERAL OBLIGATIONS OF THE CONTRACTOR 80 6.1 Contract Agreement 80 6.2 Performance Bond 80 6.3 Inspection of Site 81 6.4 Quality Assurance 81


6.5 Auditing by the Owner 83 6.6 Sufficiency of Bid 83 6.7 Mode and Manner of Execution of the Works 84 6.8 Contractor Responsible for Safety of Site Operations 85 6.9 Contractor to Notify Discrepancies 86 6.10 Programme of Work Execution and Procedure Manual 86 6.11 Revision of Schedule / Programme 87 6.12 Responsibility Unaffected by Review 87 6.13 Reports 87 6.14 Contractor’s Superintendence 88 6.15 Contractor’s Employees 89 6.16 Setting-Out 90 6.17 Damages during Excavation 91 6.18 Safety and Security 91 6.19 Care of Works 91 6.20 Insurance of Works etc. 92 6.21 Damage to Persons and Property 93 6.22 Third Party Insurance 93 6.23 Automobile Liability Insurance 94 6.24 Accident or Injury to Workmen 94 6.25 Workmen Compensation 94 6.26 Cross Liabilities 94 6.27 Remedy on Contractor’s Failure to Insure 95 6.28 Giving of Notices and Payment of Fees 95 6.29 Compliance with Statutes, Regulations etc. 95 6.30 Fossils, Marine Antiquities, Wreckages and their Cargo. 95 6.31 Patent Rights and Royalties 96 6.32 Interference with Traffic and Adjoining Properties 96 6.33 Opportunities for other Contractors 97 6.34 Site Co-ordination 98 6.35 Supply of Contractor’s Resources 98 6.36 Keeping the Site Clean and Clearance of Site on

Completion 98

7 LABOUR 99 7.1 Engagement of Labour 99 7.2 Alcoholic Liquor or Drugs 99 7.3 Arms and Ammunition 99 7.4 Festivals and Religious Customs 99 7.5 Epidemics 99 7.6 Disorderly Conduct etc 99 7.7 Passports, Permits etc. 100 7.8 Labour Law 100 7.9 Training 100 7.10 Working Hours 100 7.11 Observance by Subcontractors 101


7.12 Return of Labour etc. 101

8 MATERIALS, PLANT AND WORKMANSHIP 101 8.1 Quality of Materials, Plant and Workmanship and Tests 101 8.2 Tests on Completion 101 8.3 Tests after Completion 103 8.4 Cost of Sample 105 8.5 Cost of Tests 105 8.6 Cost of Tests not provided for 105 8.7 Inspection and Testing 106 8.8 Substitution 107 8.9 Control of Third Parties e.g. Vendors and other Contractors

107 8.10 Access to Site 107 8.11 Examination of Works before covering-up 108 8.12 Uncovering and Making Openings 109 8.13 Removal of Improper Work and Materials 109 8.14 Default of Contractor in Compliance 110 8.15 Failure to Review and Monitor 110

9 SUSPENSION OF WORKS 110 9.1 Suspension of the Works 110 9.2 Suspension Lasting more than 90 days 111

10 TERMINATION BY THE OWNER 111 10.1 Termination by the Owner 111 10.2 Payment if Contract is Terminated 112

11 COMMENCEMENT TIME AND DELAYS 113 11.1 Commencement of Works 113 11.2 Possession at Site (commencement of site works) 113 11.3 Time for Completion 113 11.4 Expediting 114

12 DELAY AND EXTENSION OF TIME 114 12.1 Extension of Time granted by the Owner 114 12.2 Notice given by the Contractor 114

13 RATE OF PROGRESS 115

14 COMPENSATIONS FOR DELAYS 116

15 COMPLETION CERTIFICATE ON COMPLETION TESTS 116

16 GUARANTEES AND LIABILITIES 117 16.1 Contractor Guarantee 117


16.2 Definition of “Maintenance Period” 117 16.3 Defects in the Works 117 16.4 Execution of Works of Repair etc. 118 16.5 Cost of Execution of Works of Repair etc. 119 16.6 Remedy on Contractor’s Failure to Carry out Works

Required 119 16.7 Responsibility Unaffected by Review 119 16.8 Contractor to Search 119

17 MEASUREMENT 120 17.1 Lump Sum Prices 120

18 ALTERATIONS, ADDITIONS AND OMISSIONS 120 18.1 Variations 120 18.2 Unauthorised Changes 120 18.3 Contractor’s Request for Variation in Works 121 18.4 Orders for Variations to be in writing 121 18.5 Value of variations 122

19 CLAIMS 123 19.1 Submission of Claims 123 19.2 Notice of Claim 124

20 CONSTRUCTION PLANT TEMPORARY WORKS AND MATERIALS 125 20.1 Construction Plant etc exclusive use for the Works 125 20.2 Removal of Temporary Works/Facilities and Construction

Plant 125 20.3 Owner not Liable for Damage to Construction Plant etc. 125 20.4 Import/Re-export of Temporary Work Facilities and

Construction Plant 125 20.5 Customs Clearance and Duties 125 20.6 Surplus Materials 126

21 CONTRACT PRICE – CERTIFICATES AND PAYMENTS 126 21.1 Contract Price 126 21.2 Cost Elements 126 21.3 Monthly Progress Statements 126 21.4 Monthly Payments 127 21.5 Final Account 128 21.6 Retention 128 21.7 Payment of Retention Money 128 21.8 Payment in Foreign Currency 129 21.9 Advance Payment 129


22 APPROVAL ONLY BY MAINTENANCE CERTIFICATE 130

23 CORRECTION AND WITHHOLDING OF CERTIFICATES 130

24 MAINTENANCE CERTIFICATE 130

25 CESSATION OF OWNER’S LIABILITY 131

26 UNFULFILLED OBLIGATIONS 131

27 REMEDIES AND POWER 131 27.1 Remedies and Powers 131 27.2 Valuation at Date of Forfeiture 133 27.3 Payment after Forfeiture 133

28 URGENT REPAIRS 133

29 FORCE MAJEURE 134 29.1 Force Majeure 134 29.2 Outbreak of War 135 29.3 Removal of Construction Plant on Termination 135 29.4 Payment in Event of Termination caused by Force Majeure

135

30 SETTLEMENT OF DISPUTES 135 30.1 Settlement of Disputes – Arbitration 135 30.2 Arbitration Procedure 136

31 NOTICES 137 31.1 Service of Notices on Contractor 137 31.2 Service of Notices on Owner 137

32 INCREASED COSTS 137

33 TAXES 138 33.1 Taxation 138 33.2 Registration Fee and Stamp Duties 138 33.3 Taxes and Social Insurance Deductions 138 33.4 Profit Tax 139 33.5 Filing of Tax Returns 139

34 GOVERNING LAW 139 34.1 Law Governing Contract 139 34.2 Compliance with Laws 139 34.3 Bribery 139


35 ACCESS TO SITE 140 35.1 Access to the Site 140 35.2 Construction Roads 141 35.3 Authorised Vehicles 141 35.4 Parking 141

36 SERVICES SUPPLIED BY THE OWNER 141 36.1 Site and Site Services 141 36.2 Supply of Water & Electricity 141 36.3 Contractor’s residential camp and services 142

37 SERVICES SUPPLIED BY THE CONTRACTOR 142 37.1 Housing 142 37.2 General 142 37.3 Offices, Stores, etc. 142 37.4 Safeguarding of Stores and Examination of Construction

Plant 143 37.5 Fire Protection 143 37.6 Handling of Stores 143 37.7 Contractor’s Responsibility for Materials etc. 143 37.8 Notice of Accidents 144 37.9 Life Saving Apparatus 144

38 EFFECTIVE DATE OF CONTRACT 144

39 ENTIRETY OF CONTRACT 144

40 ISRAELI BOYCOTT 144

41 CUSTOM CLEARANCE AND PAYMENT OF CUSTOM DUTIES LEVIED ON MATERIALS AND EQUIPMENT FOR PERMANENT INSTALLATION 145


1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

1.1.1 In the Contract (as hereinafter defined) the following words and expressions shall have the meanings hereby assigned to them except where the context otherwise requires:

a) “The Owner” means the Azzawiya Oil Refining Company Incorporated, a company organised and existing under the Laws of the Great Socialist People’s Libyan Arab Jamaheriya (GSPLAJ) and its legal successors and/or assignees.

b) ”Contractor” means the Person, Partnership, Joint Venture,

Association, Corporation, or Company to whom the Contract is awarded or their Authorised Agents, Successors, Assignees, and if a Partnership, Joint Venture, Association, the Parties thereof shall be jointly and separately responsible for the fulfilment of the obligations of the Contractor hereunder.

c) ”Sub-Contractor” means Person, Partnership, Joint Venture,

Association, Corporation, or company to whom the Contractor assigns any part of the Works.

d) ”The Engineer” is the Department or person who will be

appointed from time to time by the Owner and notified in writing to the Contractor to act as the Engineer on the Owner’s behalf for the purposes of the Contract in accordance with the authority in effect within the Owner’s organisation.

e) ”Engineer’s Representative” means the Person appointed by

the Owner to perform the duties that set forth in Clause 2 hereof the Contract.

f) ”Works” (Project) shall mean any and all design, engineering,

procurement, supply, installation, construction, erection, commissioning and start up and other works and services to be furnished by the Contractor under the Contract and the fulfilment of all its obligations hereunder.

g) ”Plant” means the machinery, apparatus, materials and all

things to be provided by the Contractor under the Contract excluding Contractor’s Construction Plant and Temporary Work/Facilities.


h) ”Contract” means the Agreement signed between the Owner and the Contractor and all the specific and generic documents listed therein.

i) ”Contract Price” means the Price payable by the Owner to the

Contractor pursuant to the Contract for the performance of the Works.

j) ”Construction Plant” means all equipment or things of

whatsoever nature required in or about the execution, completion and maintenance of the Works or Temporary Works (as hereinafter defined) but does not include materials or other things intended to form or forming part of the permanent Works.

k) ”Temporary Works/Facilities” means all temporary Works

facilities including camp, of every kind required in or about the execution, completion and maintenance of the Works. Personal belongings of the Contractor’s employees shall not be considered as part of Temporary Facilities.

l) ”Month” means Gregorian calendar month. m) “Owner’s Requirements” means the Definition Drawings and

documents entitled Employer’s Requirements, as included in the Contract, and any additions and modifications to such document in accordance with the Contract. Such Document specifies the purpose, scope, and/or design and /or other technical criteria, for the Works. When stated Employer’s Requirements one shall read Owner’s Requirements and via versa.

n) “Contractor’s Documents” mean any and all documents and/or

documents provided by the Contractor or his sub-Contractor and/or coming under the possession of the Contractor and/or information transmitted or communicated to the Contractor before, during and after the execution of the Works and shall form an integral part of the Contract Documents listed in the Preamble and Form of Agreement.

Without limitation to the generality of the foregoing the Contractors Documents include drawings, specifications, data technical information, procedures, and subject to Engineer’s review, any modifications thereof and/or subsequent developments or additions thereto pursuant to the Contract and/or necessary of the successful completion of the Works.


o) ”Construction Drawings” mean the Drawings forming part of the Contractors Documents and modifications of such Drawings done by the Contractor and reviewed by the Engineer.

p) ”Site” means the lands, waters and other places on, under, in or

through which the Works are to be executed or carried out and any other lands or places provided by the Owner for the purposes of the Contract together with such other places as may be specifically designated in the project documents as forming part of the Site.

q) ”Reviewed” means the reviewing of the Contractors Documents

to ensure that they are in accordance with the Owners Requirements.

r) “Bills of Quantities” mean the priced and completed Pricing

Document forming part of the Contractor’s Bid offer to the Owner for the execution and completion of the Works. Any Pricing Document will be for valuation and payment purposes only.

s) “Specifications” mean any and all reviewed specifications

forming part of the Contractors Documents.

t) “Effective Date” is the date when both parties have signed the Contract.

u) “Commencement Date” is the date that is calculated from the

Effective Date

v) “Provisional Acceptance” is when the project is substantially complete with only minor items outstanding.

w) “Punch List” is the list of minor items outstanding when the

contractor receives Provisional Acceptance.

x) “Review Period” is the duration as stated in the contract, that the Engineer will require to review the Contractors Documents.

y) “Design Life” is the duration as stated in the Owners

Requirements for each element of work. It commences from the Completion Certificate Date.

z) “Completion Certificate” will be granted at the completion of

the Works.


aa) “Maintenance” is work that will be required to be carried out during the Maintenance Period, if required.

bb) “Maintenance Period” is the period of maintenance

commencing on the date of the Completion Certificate.

cc) “Base Date” means the date 28 days prior to the latest date for submission of the Bid

1.2 Singular and Plural

Words importing the singular only also include the plural and vice- versa where the context requires.

1.3 Interpretation

Words importing persons or parties shall include firms and corporations and any organisation having legal capacity. Words importing one gender also include other genders.


2 ENGINEER’S REPRESENTATIVE

2.1 Duties and Powers of Engineer’s Representative

2.1.1 The duties of the Engineer’s Representative are to Review documents and monitor and review the Works and review any documents, services and/or materials and/or equipment, to be used or workmanship employed in connection with the Works. The Engineer’s Representative shall have no authority to relieve the Contractor of any of his duties or obligations under the Contract nor, except as expressly provided hereunder or elsewhere in the Contract, to order any work involving delay or any extra payment by the Owner nor to make any variation of or in the Works.

The Engineer may from time to time delegate in writing to the Engineer’s Representative any of the powers and authorities vested in the Engineer by the Owner and shall furnish to the Contractor a copy of all such written delegations of powers and authorities. Any written instruction given by the Engineer’s Representative to the Contractor within the terms of such delegation (but not otherwise) shall bind the Contractor and the Owner as though it has been given by the Engineer. Provided always as follows: a) Any failure of the Engineer’s Representative in not reviewing any

work, materials or Plant shall not exonerate the contractor from his duties under the contract.

b) Should the Contractor be dissatisfied by reason of any decision of

the Engineer’s Representative, the Contractor shall be entitled to refer the matter to the Engineer who shall thereupon confirm, reverse or vary such decision.


3 ASSIGNMENT AND SUB-CONTRACTING

3.1 Assignment of the Works, Sub-contracting

3.1.1 The Contractor shall not assign nor Sub-contract the Contract or any part thereof or any benefit or interest therein or thereunder without the prior written approval of the Owner which shall not be withdrawn or withheld without valid reasons provided that the Owner may reject any natural or legal Person, Associate, Firm, Company or Subcontractor to participate in the Works.

3.1.2 Notwithstanding any consent by the Owner to any assignment and/or sub-contracting by the Contractor such consent shall not relieve the Contractor from any of his obligations, liabilities and responsibilities of whatever nature under the Contract and he shall be responsible for the acts, defaults and neglects of the assignee and/or sub-contractor; their agents, representatives and workmen as fully as if they were the acts, defaults or neglects of the Contractor, his agents, representatives and workmen. The Contract will be applicable and binding for the assignee and for Subcontractor who will execute the Works in the same manner as required from the Contractor.

3.1.3 The Subcontractor will only be responsible to the Contractor and therefore no Subcontract, regardless of its approval by the Owner, will be binding for the Owner, nor will it create a contractual relationship between the Owner and the Sub-contractor.

3.1.4 Without prejudice to the foregoing the Owner, the Engineer or Engineer’s Representative will however have the same privileges and rights in respect to the performance of the Works as provided for in the Contract governing the Works of the Contractor, and the Contractor will specifically stipulate so in his Sub-contracts.

3.1.5 The Owner, the Engineer and the Engineer’s Representative shall be held harmless and be indemnified by the Contractor against all law suits, legal actions, claims, demands, and damages whatsoever arising from the acts or omissions of employees, agents, etc. of Sub-contractor and/or assignee within the same limits as applicable for the Contractor.

3.1.6 Without prejudice to the provisions of Clauses 3.1.2 and 3.1.3 above, the contents of each Sub-contract shall be submitted to the Owner to ensure that the same is in accordance with the provisions of this Clause as well as the provisions of the Contract.


3.2 Assignment by the Owner

The Owner shall have the right to assign the Contract to any of its affiliates and/or subsidiaries or to any other organisation set up by the Authorities of the Great Socialist People’s Libyan Arab Jamaheriya, without the consent of the Contractor. The Contractor hereby consents to the novation of the Contract and all of Owner’s rights, benefits, interests, burdens and obligations thereunder, by the Owner, to any of the above-mentioned organisations, at Owner’s option.

4 EXTENT OF CONTRACT

4.1 Extent of Contract

The Contract comprises detailed design, engineering, procurement, supply of materials, construction, erection, repairs, completion, testing, commissioning and maintenance during the Maintenance Period as particularly described in the Owners Requirements and other documents forming part of the Contract and except in so far as the Contract otherwise provides the provision of all labours, materials, construction plant, temporary works and everything whether of a temporary or permanent nature required for the supply, construction, execution, completion and maintenance of the Works so far as the necessity for providing the same is specified in or reasonably to be inferred from the Contract.

4.2 Provision of Documents required for Engineering, Procurement

and Construction

The Contract comprises also the provision by the Contractor of any drawings, manuals, instructions, spare parts lists, safety requirements, etc. required for assembly, installation, operation and maintenance as applicable. These must cover any and all items including proprietary items, whether or not such drawings, manuals, etc. are specifically called for in the Contract but are within the Owners Requirements.

5 CONTRACT DOCUMENTS

5.1 Language & Law

The Contract (Contract Preamble and Form of Agreement, Conditions of Contract and Contract Forms) is written in the English language and shall be translated into the Arabic language by the Contractor, at the Contractors expense. Both versions are to be identical and both texts shall be equally valid and have the same legal weight. The Arabic version shall be registered at the Tax Department Authority in the Great


Jamahiriya, in accordance with Clause 33.2 hereinafter. In the event of irrevocable conflicts between the two versions, the Arabic version shall prevail..

The cost of the aforesaid translation will be the responsibility of the

Contractor and at the Contractor’s expense. The technical documentation and correspondence prepared for the Contract shall be in English Language.

5.2 Documents Mutually Explanatory

Except if and to the extent otherwise provided by the Contract, the provision of the General Conditions of Contract shall prevail over those of any other document forming part of the Contract. Subject to the foregoing, the several documents forming the Contract are to be taken as mutually explanatory of one another but in case of ambiguities or discrepancies, the same shall be explained and adjusted by the Engineer.

Provided always that if in the opinion of the Engineer compliance with

any such instructions shall involve the Contractor in any expense which by reason of any such ambiguity or discrepancy the Contractor did not and had reason not to anticipate, the Engineer shall certify and the Owner shall pay such additional sum as may be reasonable to cover such expenses.

In the event of there being any ambiguity or discrepancy between the

Owners Requirements, Drawings, Specifications and Pricing Schedule the order of precedence of these documents shall be firstly the Owners Requirements, secondly the Specifications, thirdly Drawings and finally the Pricing Schedule and this order of precedence shall prevail for the resolution of any ambiguity or discrepancy and shall govern the decision of the Engineer as to the entitlement of the Contractor to any additional payment.

5.3 Owners Requirements

The Owner shall provide reference, indicative or preliminary drawings and technical Specifications for the Works included in this Contract except for such drawings and specifications which are specifically mentioned in the Scope to be provided by the Contractor. The Contractor shall maintain on site two sets of such Drawings and Specifications, both marked up in red pencil to reflect approved changes.

The Owner shall not be responsible for any error, inaccuracy or omission of any kind in the Owner's Requirements as originally included


in the Contract and shall not be deemed to have given any representation of accuracy or completeness of any data or information, except as stated below. Any data or information received by the Contractor, from the Owner or otherwise, shall not relieve the Contractor from his responsibility for the design and execution of the Works.

However, the Owner shall be responsible for the correctness of the

following portions of the Owner's Requirements and of the following data and information ,provided by (or on behalf of) the Owner:

(a) portions, data and information which are stated in the Contract as

being immutable or the responsibility of the Owner, (b) definitions of intended purposes of the Works or any parts thereof, (c) criteria for the testing and performance of the completed Works, and (d) portions, data and information which cannot be verified by the

Contractor, except as otherwise stated in the Contract.

5.4 Contractors Documents

The Contractor's Documents shall comprise the technical documents specified in the Owner's Requirements, documents required to satisfy all regulatory approvals, and the documents described in Sub-Clause 5.8 As-Built Documents and Sub-Clause 5.9 Operation and Maintenance Manuals.

Unless otherwise stated in the Owner's Requirements, the Contractor's

Documents shall be written in the language for communications defined in Sub-Clause 5.1 - Language & Law.

The Contractor shall prepare all Contractor's Documents, and shall also

prepare any other documents necessary to instruct the Contractor's Personnel.

If the Owner's Requirements describe the Contractor's Documents

which are to be submitted to the Owner for review, they shall be submitted accordingly, together with a notice as described below. In the following provisions of this Sub-Clause

(i) "review period" means the period required by the Owner for review, and (ii) "Contractor's Documents" exclude any documents which are not

specified as being required to be submitted for review.


The Contractors Documents are to be submitted in a form and timetable to be agreed between the Owner and the Contractor.

Unless otherwise stated in the Owner's Requirements, each review

period shall not exceed 21 days, calculated from the date on which the Owner receives a Contractor's Document and the Contractor's notice. This notice shall state that the Contractor's Document is considered ready, both for review in accordance with this Sub-Clause and for use. The notice shall also state that the Contractor's Document complies with the Contract, or the extent to which it does not comply.

The Owner may, within the review period, give notice to the Contractor

that a Contractor's Document fails (to the extent stated) to comply with the Contract. If a Contractor's Document so fails to comply, it shall be rectified, resubmitted and reviewed in accordance with this Sub-Clause, at the Contractor's cost.

For each part of the Works, and except to the extent that the Parties

otherwise agree:

(a) execution of such part of the Works shall not commence prior to the expiry of the review periods for all the Contractor's Documents which are relevant to its design and execution;

(b) execution of such part of the Works shall be in accordance with these Contractor's Documents, as submitted for review; and 5.4 Contractor’s Documents

(c) If the Contractor wishes to modify any design or document which has previously been submitted for review, the Contractor shall immediately give notice to the Owner. Thereafter, the Contractor shall submit revised documents to the Owner in accordance with the above procedure.

Any such agreement (under the preceding paragraph) or any review

(under this Sub- Clause or otherwise) shall not relieve the Contractor from any obligation or responsibility.

5.5 Contractor’s Undertaking

The Contractor undertakes that the design, the Contractor's Documents, the execution and the completed Works will be in accordance with: (a) the Laws in the Great Socialist People’s Libyan Arab Jamaheriya,

and (b) the documents forming the Contract, as altered or modified by

Variations.


5.6 Technical Standards and Regulations

The design, the Contractor's Documents, the execution and the completed Works shall comply with the Great Socialist People’s Libyan Arab Jamaheriya’s technical standards, building, construction and environmental Laws, Laws applicable to the product being produced from the Works, and other standards specified in the Owner's Requirements, applicable to the Works, or defined by the applicable Laws.

All these Laws shall, in respect of the Works and each Section, be those

prevailing when the Works or Section are complete and accepted by the Owner under Clause 22 - Approval only by Maintenance Certificate. References in the Contract to published standards shall be understood to be references to the edition applicable on the Base Date, unless stated otherwise.

If changed or new applicable standards come into force in the Country

after the Base Date, the Contractor shall give notice to the Owner and (if appropriate) submit proposals for compliance. In the event that:

(a) the Owner determines that compliance is required, and (b) the proposals for compliance constitute a variation,

then the Owner shall initiate a Variation in accordance with Clause 18 -

Alterations, Additions and ommisions. 5.7 Training

The Contractor shall carry out the training of Owner's Personnel in the operation and maintenance of the Works to the extent specified in the Owner's Requirements. If the Contract specifies training which is to be carried out before taking-over, the Works shall not be considered to be completed for the purposes of issuing the Completion Certficate under Clause 15 - Completion Certificate of the Works until this training has been completed.

5.8 As-Built Documents

The Contractor shall prepare, and keep up-to-date, a complete set of "as-built" records of the execution of the Works, showing the exact as-built locations, sizes and details of the work as executed. These records shall be kept on the Site and shall be used exclusively for the purposes of this Sub-Clause. Two copies shall be supplied to the Owner prior to the commencement of the Tests on Completion.


In addition, the Contractor shall supply to the Owner as-built drawings of the Works, showing all Works as executed, and submit them to the Owner for review under Sub-Clause 5.4 - Contractor's Documents. The Contractor shall obtain the consent of the Owner as to their size, the referencing system, and other relevant details.

Prior to the issue of any Completion Certificate, the Contractor shall

supply to the Owner the specified numbers and types of copies of the relevant as-built drawings, in accordance with the Owner's Requirements. The Works shall not be considered to be completed for the purposes of issuing the Completion Certficate under Clause 15 - Completion Certificate of the Works] until the Owner has received these documents.

5.9 Operation and Maintenance Manuals

Prior to commencement of the Tests on Completion, the Contractor shall supply to the Owner provisional operation and maintenance manuals in sufficient detail for the Owner to operate, maintain, dismantle, reassemble, adjust and repair the Plant.

The Works shall not be considered to be completed for the purposes of

issuing the Completion Certficate under Clause 15 - Completion Certificate of the Works until the Owner has received final operation and maintenance manuals in such detail, and any other manuals specified in the Owner's Requirements for these purposes.

5.10 Design Errors

If errors, omissions, ambiguities, inconsistencies, inadequacies or other defects are found in the Contractor's Documents, they and the Works shall be corrected at the Contractor's cost, notwithstanding any consent or approval under this Clause.

5.11 Confidentiality

All information derived from the Project Documents or otherwise communicated to the Contractor in connection with this Contract shall be regarded by the Contractor as strictly confidential and shall not, without the prior written consent of the Owner, be published or disclosed to any third party.

5.12 Custody of Contract Documents

The Owners Requirements provided by the Owner to the Contractor shall remain under the sole custody of the Contractor who shall return


the same to the Owner at the Owner’s request but not later than issuance of the Completion Certificate of the Works.

All Contractors Documents produced by the Contractor or coming under

his possession shall remain in custody of the Contractor unless it is otherwise provided for in the Contract. It is however understood that the said Documents or any part or copy thereof shall be under the custody of the Owner or the Engineer or Engineer’s Representative whenever the same is required to be supplied and/or delivered in accordance with the provisions of the Contract.

5.13 Ownership of the Contract Documents

All Contract Documents produced by the Contractor or coming under his possession for the performance of the Works shall immediately become the Owner’s property and the same must be returned to the Owner, together with any copies made thereof, immediately before the issuance of Certificate of Completion or at Owner’s request during the execution of the Works or in the event of termination of this Contract for any reason whatsoever.

5.14 Contractors Documents for Review

The Contractor, pursuant to the Owners Requirements shall submit the Contractors Documents to the Engineer/Engineer’s Representative for review in the number and manner as provided in the Contract.

For the entire duration of the works, the Contractor shall provide

furnished office accommodation including secretarial assistance and communication facilities in the Contractor’s home office for the Engineer and Engineer’s Representatives (up to three persons) to monitor the performance of the Detailed Design Work by the Contractor and in connection with other activities.

The Engineer or the Engineer’s Representative shall comment on any

document that does not comply with the provisions of the Contract, or with good Engineering practice or which can result in damage to the work.

The Engineer or the Engineer’s Representative shall signify the

comments in writing within the Review Period specified in the Contract. Failure by the Engineer to forward any comments within this time shall

not exonerate the contractor of his duties under the terms of the contract.


Copies of the Contractors Documents reviewed and commented upon by the Engineer shall be signed by the Engineer or the Engineer’s Representative, one copy duly signed shall be returned to the Contractor.

The Engineer shall have full power and authority to request and instruct

the Contractor from time to time during the progress of the Works to supply such further Contractors Documents as shall be necessary for the purpose of proper and adequate follow-up and reviewing of execution of the Works.

The Contractor shall be responsible for any discrepancies, errors or

omissions in his Documents elaborated by him, whether these have been reviewed or not by the Engineer.

5.15 Handling of Contractors Documents

All handling of Contractors Documents shall be through transmittals which shall require immediate acknowledgement.

The Owners Requirements shall not be utilized for fabrication /

construction. 5.16 Documents to be kept on Site

One copy of the Contract Documents furnished to the Contractor or such other Contract Documents approved by the Owner, shall be kept on the Site and the same shall at all reasonable times be available for inspection and use by the Engineer and the Engineer’s Representative and by any other person authorized by the Engineer in writing.

5.17 Further Drawings and Instructions by the Engineer

The Engineer shall have full power and authority to supply the Contractor from time to time during the progress of the Works such further drawings and instructions as shall be necessary for the purpose of the proper and adequate execution, completion and maintenance of the Works and remedying of any defects therein and the Contractor shall carry out and be bound by the same. Such further drawings and instructions shall be an integral part of the Project documents.

5.18 Duration for all Documents to be kept by Contractor

The Contractor will store and hold all other documents relevant to the project, that are over and above the as-built drawings and documents,


at there offices for a period of 10 years from the date of the Completion Certificate.

6 GENERAL OBLIGATIONS OF THE CONTRACTOR

6.1 Contract Agreement

The Contractor shall upon and subject to the provisions of the Contract carryout and complete the Works shown upon the Contract Documents in compliance therewith employing qualified and competent engineers, technicians, and skilled workforce etc. and using materials, workmanship of the quality and standards therein specified.

The Contractor shall design, execute and complete the Works in accordance with the Contract, and shall remedy any defects in the Works. When completed, the Works shall be fit for the purposes for which the Works are intended as defined in the Contract.

The Contractor shall provide the plant and Contractor's Documents

specified in the Contract, and all Contractor's personnel, goods, consumables and other things and services, whether of a temporary or permanent nature, required in and for this design, execution, completion and remedying of defects.

The Works shall include any work which is necessary to satisfy the

Owner's Requirements, or is implied by the Contract, and all works which (although not mentioned in the Contract) are necessary for stability or for the completion, or safe and proper operation, of the Works.

The Contractor shall be responsible for the adequacy, stability and

safety of all Site operations, of all methods of construction and of all the Works.

The Contractor shall, whenever required by the Owner, submit details of

the arrangements and methods which the Contractor proposes to adopt for the execution of the Works. No significant alteration to these arrangements and methods shall be made without this having previously been notified to the Owner.

6.2 Performance Bond

Within fifteen (15) calendar days of the Effective Date, the Contractor shall provide a Bond in the form of a Stand-by Letter of Credit (L/C) from/or through a recognised Commercial Bank operating in the Great Jamaheriya, for an amount equal to ten percent (10%) of the Contract


Price on account of the due performance of the Contract. The said Bank shall acknowledge to put at the disposal of the Owner an amount equal to the above Stand-by L/C and that the Bank undertakes to pay the amount in full to the Owner upon first written demand without necessity of warning, or any legal or judicial proceeding or any other action or proof of damage and without regard to any objection of whatever nature raised by the Contractor or other authority to the Bank or to the Owner. The said Bank and the terms of the said Stand-by L/C are subject to the Owner’s approval. Obtaining such Stand-by L/C or any extension thereof shall be, in all respects, at the expense to the Contractor. Whenever the Contract Price is increased due to increase in quantities, and/or additional work, the value of the Stand-by L/C shall be increased accordingly. The said Stand-by L/C shall be issued identical to Contract Form 1, attached herewith, in favour of the Owner and shall remain valid up to the date of issuance of the Final Maintenance Certificate under the Contract.

In the event if the Contractor failing to provide such Performance Bond, The amount equivalent to the Performance Bond shall be deducted in full from first approved invoice(s) of Works executed by the Contractor.

6.3 Inspection of Site

The Contractor shall before submission of the Offer inspect the Site and declares himself satisfied as to the form and nature of the Site, ground and the quantities and nature of the Works and materials necessary for the completion of the Works, the means of access to the Site and accommodation he may require, the sources and means of obtaining adequate supplies of skilled and unskilled labour and all materials for the Works and in general declares to have himself obtained all necessary information as to risks, contingencies and other circumstances which may influence or affect the execution of the Works.

Any neglect or failure on the part of the Contractor in obtaining

necessary information on the foregoing or any matter affecting the execution of his duties shall not relieve him from the entire responsibility of the completion of the Works to the entire satisfaction of the Owner and in strict accordance with the Contract.

6.4 Quality Assurance

The Contractor acknowledges that the Owner intends to work in accordance with the Model ISO 9001. Accordingly the Contractor commits itself to working within the framework of ISO 9001, and Owner shall be entitled to audit and verify Contractor’s Compliance.


In particular the Contractor undertakes to:

a) adopt the procedures and comply with the requirements for the registration of all the required tests;

b) guarantee the calibration (and the trace-ability of the relevant

certificates), of the measuring and testing apparatus; c) maintain available at Site (and also at the disposal of the Owner’s

personnel) copies of the codes referred to in the technical documentation included in the Contract.


6.5 Auditing by the Owner

6.5.1 The Contractor shall, and shall require and ensure that its Subcontractors, establish maintain and preserve, in accordance with good and generally accepted accounting practice, the books, vouchers and accounts relating to the Works, including reports made by its personnel, correspondence, instructions, plans, drawings, receipts, orders, memorandums, processed data and the like, together with related systems, procedures and controls, that may be necessary for a detailed auditing and verification of costs of Works. The Contractor shall, and shall require and ensure that its Subcontractors, maintain and preserve such aforementioned documents throughout the duration of the Works and for a further period of three (3) years after the termination or Acceptance of the Works.

6.5.2 In order to allow the auditing of the costs of the Works and the verification of the aforementioned documentation, the Contractor shall consent, and shall require and ensure that its Sub-contractors consent, to grant the Owner and its authorised representatives access during reasonable working hours throughout the execution of the Works and for a period of three (3) years after the termination or the acceptance of the Works, to interview Contractor and its Sub-contractors, to check the accounting and control system of the Contractor and its Sub-contractors, and to inspect and documentation required and if the Owner deems necessary, to have copies made of the said documentation in order to inspect and verify the completeness and accuracy of the items listed in the invoices issued by the Contractor.

6.5.3 If during an audit inspection errors are found in the Contractor’s invoices, the Contractor shall issue relevant credit notes or other invoices and refund excess payments within 15 days from the Owner’s written request for the Contractor to do so.

6.6 Sufficiency of Bid

The Contractor shall be deemed to have examined all Bid Documents and to have satisfied himself as to all the conditions and circumstances affecting the Bid price and to have fixed his prices according to his own judgement for the same. The Contractor shall also be deemed to have satisfied himself before Bidding as to the correctness and sufficiency of his Bid for the Works and of the rates and prices stated in the Bid shall cover all his obligations under the Contract and all matters and things necessary for the proper design, Engineering, procurement, execution, commissioning, completion and maintenance of the Works.


6.7 Mode and Manner of Execution of the Works

6.7.1 The whole of the Works, materials, plant and labour to be provided by the Contractor under Clause 4 hereof and the mode, manner and speed of construction and maintenance of the Works are to be of a kind and conducted in a manner reviewed by the Engineer.

6.7.2 All items of the Works, materials or equipment furnished by the Contractor pursuant to this Contract shall be in accordance with the Owners Requirements

6.7.3 All items of equipment shall be of sufficient size and capacity and proper materials to fulfil in all respects the operating conditions specified.

6.7.4 Unless otherwise stated in the Preamble and Form of Agreement, the Contractor shall commence Works on the Effective Date of the Contract and will perform the Works diligently until all its obligations are fulfilled in accordance with the state of the art, good and sound engineering and construction practice provided that compliance to such rules and practice shall not relieve the Contractor from its duty to diligently execute any other obligation under the Contract.

6.7.5 The Contractor shall preserve and have custody and control of (i) all equipment, tools and materials necessary to execute the Works, whether these be furnished by the Contractor or the Owner, and (ii) all parts of the Works, whether in progress or completed, with the exception of the Works or part thereof over which the Owner has taken Ownership and assumed custody and control following the issuance of the Completion Certificate as per Clause 15 hereof.

6.7.6 The Contractor shall make the necessary arrangements for the transport to the Site of the equipment, materials and tools necessary for the execution of the Works, including but not limited to arrangements with local Import or customs authorities.

6.7.7 Where the Contract requires the Contractor’s agreement or consent, it shall not be unreasonably withheld. In any case, and without limitation to the foregoing, it shall not be withheld without proper written and detailed reasons.

6.7.8 In the event the Contractor executes the Works or any part thereof without having the Contractors Documents Reviewed, as is required by the Contract, then any additional costs incurred in or arising from the execution of such Works shall be borne by Contractor and shall not be refunded by the Owner for any reason whatsoever.


6.7.9 The Contractor shall, at its own cost, organise and establish itself at the Site and ensure that sufficient and adequate tools, equipment and material required for the proper execution of the Works, shall be delivered to the Site in accordance with agreed delivery terms, and are available for use in the Works at the Site. The Contractor shall ensure that he is able to provide the Owner with documentary evidence of ownership of all the aforementioned tools, equipment and material.

6.7.10 The Temporary Facilities shall be installed in the Area assigned to Contractor and it shall be adequately fenced. If the Owner should require the temporary facilities to be moved to another place, the Contractor shall comply with such request and the Owner shall reimburse the relevant costs agreed for such shifting.

6.7.11 Temporary Works shall be made using materials reviewed by the Owner. The repair of damage of any kind made to the Temporary Works for any reasons whatsoever shall be executed by the Contractor at its own expense.

6.7.12 All means of transportation and construction equipment used by the Contractor shall satisfy all safety requirements, including without limitation the provision for safety devices, prescribed by the Owner.

6.7.13 If the Contractor fails to comply with the requirements under this Clause 6.7 the Owner may undertake all actions required of the Contractor under this Clause 6.7 and all costs incurred by the Owner in taking such action shall be back charged to the Contractor and may be deducted from such amounts that may be or become due from the Owner to the Contractor.

6.8 Contractor Responsible for Safety of Site Operations

6.8.1 The Contractor shall have full responsibility for the adequacy of, and shall comply with, any and all safety requirements, rules and/or instructions in conjunction with his performance of the Works under this Contract.

6.8.2 The Contractor shall be responsible for the provision of safe design and specifications as well as for compliance, adequacy and reliability of any safety programme issued to the Contractor.

6.8.3 The contractor shall have full and sole responsibility for the utilisation of any tools, materials, machines or construction equipment by the Contractor or its Subcontractors. In any case, the Contractor will always check and ensure, before and throughout such utilisation, that the said tools, materials, machines or construction equipment meet all the laws and regulations in force.


6.9 Contractor to Notify Discrepancies

The Contractor shall notify the Engineer promptly and subsequently take necessary measures to resolve any discrepancies, omissions, ambiguities or doubts he has at any time with respect to documents delivered to him under the Contract. The Contractor shall examine and verify the Owners Requirements and all other information provided by the Owner and shall notify if (i) there is anything in the Owners Requirements and other information that might compromise the good and safe execution of the Works, and/or if (ii) there are any errors, deficiencies, contradictions, omission, ambiguities or conflicts with law in the Owners Requirements or between the Owners Requirements, and the other Contract Documents, before proceeding with relevant part of the Works. Following such notification, the Engineer shall make the necessary decision without prejudice to and without in anyway limiting Contractor’s obligations to execute the Works in a proper and timely manner.

6.10 Programme of Work Execution and Procedure Manual

6.10.1 The Contractor shall be wholly responsible to complete the Works and any part thereof the dates and in accordance with the agreed Project Schedule set out in the Contract.

Within 14 days of the Effective Date of the Contract, the Contractor shall submit to the Engineer for his approval a detailed programme of Works Execution, including Design, Engineering, Procurement, Delivery of main equipments, Construction, Commissioning and Start-up activities. This Programme of Works must show the sequence and duration of all activities that must be performed by the Contractor in order to comply with the Programme of Works. Such Programme of Works shall be updated at least once a month unless otherwise specified by the Owner.

The submission to and approval by the Engineer or Engineer’s Representative of such programme or the furnishing of such particulars shall not relieve the Contractor of any of his duties or responsibilities under the Contract.

The Contractor shall schedule, forecast and control progress of the Works in accordance with the Schedule of Works. The Contractor shall anticipate any delays and accelerate the Works if required to meet the Schedule of Works if such delays are caused by the Contractor. All additional costs of such required action, including but not limited to the working of over time, employment of additional labour and/or the use of


additional construction equipment or otherwise resources shall be borne by the Contractor.

6.10.2 Within one (1) month of the Effective Date of the Contract, the

Contractor shall submit to the Engineer for approval a Procedure Manual /Method Statement featuring the detailed organisation of the Contractor and which co-ordinates the activities of the Parties hereto in respect of the overall performance and administration of the Contractor. Such Procedure Manual shall specify in detail the co-ordination between and the interaction of the Parties in all phases and shall address, but not be limited to Project Management, Engineering, Procurement, Training, Documentation etc.

6.11 Revision of Schedule / Programme

Should it appear to the Engineer at any time that the actual progress of the Works does not conform with the approved programme referred to in Clause 6.10 or in Clause 13, the Engineer shall be entitled to require the Contractor to produce a revised programme showing the modifications to the original programme necessary to ensure completion of the Works or any section within the time for completion as defined in the Project programme or extended time granted pursuant to Clause 12 herein.

6.12 Responsibility Unaffected by Review

The reviewing by the Engineer of the Contractor’s Programme for Engineering, Procurement and Construction Activities in accordance with Clauses 6.10 and 6.11 and the consent of the Owner to the Contractor’s proposed schedules shall not relieve the Contractor of any of his duties or responsibilities under the Contract.

6.13 Reports

The Contractor shall prepare and submit to the Owner by the 6th working day of each month during the term of the Contract, a report in English containing at least the following:

a. Details of actual progress and Project status for Engineering Procurement and Construction, against the Project Schedule and specifying the status of procurement for all major items.

b. A narrative summary for the development and construction

history to date, including description of progress achieved, list of Key Milestones accomplished and related dates and a list of materials which have been permanently incorporated into the Works at the Site, the title to which has passed to the Owner,


together with photographs of construction progress and, from the date of Provisional Acceptance, progress achieved with the Punch List Items.

c. Details of those activities which are currently behind the Project

Schedule, and will highlight activities that have the potential of affecting the Project Schedule together with suggested corrective action required and the party responsible for such action.

d. Details of the number and qualification of the Site personnel

daily employed and erection progress, including charts and photographs. The reports shall clearly demonstrate the work performed within the previous month, and the actual stage of the Works compared with the progress schedules to be performed within the previous month and compared with the Project Schedule, special events which may have occurred during the period of the said report and the anticipated work to be performed during the coming month.

e. Updated Drawings Schedule: details of revised designs and

drawings prepared by the Contractor during the progress of the Works.

f. The Contractor shall submit all such other information and

reports in relation to the Works and the Project as the Owner may require.

6.14 Contractor’s Superintendence

The Contractor shall give or provide all necessary superintendence during the execution of the Works and as long thereafter as the Engineer may consider necessary for the proper fulfillment of the Contractor’s obligations under the Contract. Throughout the design and execution of the Works, and as long thereafter as is necessary to fulfil the Contractor's obligations, the Contractor shall provide all necessary superintendence to plan, arrange, direct, manage, inspect and test the work. Superintendence shall be given by a sufficient number of persons having adequate knowledge of the language for communications (defined in Sub-Clause 5.1 - Law and Language) and of the operations to be carried out (including the methods and techniques required, the hazards likely to be encountered and methods of preventing accidents), for the satisfactory and safe execution of the Work


6.15 Contractor’s Employees

The Contractor shall provide and employ at the Contractor’s or his Subcontractor’s place or on the Site in connection with the Engineering, Design, Procurement, Construction, execution, completion and maintenance of the Works : a) Only such qualified, skilled and experienced personnel competent

in their respective trades, occupations, discipline, technical assistants as are skilled and experienced in their respective callings and such sub-agents, foremen and leading hands as are competent to give proper supervision to the Works they are required to supervise. The Contractor shall provide a detailed Organogram identifying the Key Personnel involved with the Works, both on and Off site.

b) A reasonable proportion of the technical assistants shall have a Working knowledge of the English language. The Contractor shall have available on Site, at all times when Works is in progress, an interpreter to ensure the proper transmission and comprehension of all information and instructions.

c) Such skilled, semi-skilled and unskilled labour as is necessary for

the proper and timely execution, completion and maintenance of the Works.

d) Regular working schedules and/or hours for the Contractor’s

employees shall comply with and shall not exceed what is provided for in local labour protection laws and collective labour agreements where applicable. Contractor’s employees may work overtime only upon the Engineer’s prior written agreement and only within the limits allowed by the law and any applicable labour agreements (with local Unions) in force. No employee of Contractor shall be allowed to work overtime except as provided for herein.

e) The Engineer shall be at liberty to object to and require the

Contractor to remove forthwith from the Works any persons employed by the Contractor in or about the execution and maintenance of the Works who, in the opinion of the Engineer, misconduct himself or is incompetent or negligent in the proper performance of his duties or whose employment is otherwise considered by the Engineer to be undesirable and such persons shall not be again employed upon the Works without the written permission of the Engineer. Any person so removed from the Works shall be replaced as soon as possible by a competent substitute approved by the Engineer. The cost of such removal and replacement is to be borne by the Contractor.


f) All of the provisions of this Clause shall apply to any of the

employees or agent of Subcontractors as if they were the Contractor’s own employees.

6.16 Setting-Out

The Contractor shall be responsible for the true and proper setting-out of the Works in relation to original points, lines and levels of reference as per the Owners Requirements and for the correctness (of the setting out) of the position levels, dimensions and alignment of all parts of the Works and for the provision of all necessary instruments, appliances and labour in connection therewith. If at any time during the progress of the Works any error shall appear or arise in the positions, levels, dimensions or alignment of any part of the Works, the Contractor shall at his own expense rectify such error. The Contractor shall carefully protect and preserve all bench marks, sight rails, pegs and other things used in setting out the Works.


6.17 Damages during Excavation

6.17.1 In case cables, water pipes, etc. are uncovered and/or damaged during performance of excavation works, the Contractor shall immediately cease the said work and inform the Engineer and the competent authorities thereof and shall, then, carry out all instructions and directions in respect thereto and repair and make good the same, at his own cost.

6.18 Safety and Security

6.18.1 The Contractor shall have full responsibility for the adequacy of, and shall comply with, any and all safety requirements, rules and/or instructions in conjunction with his performance of the Works under the Contract.

6.18.2 The Contractor shall, throughout the progress of the Works, have full regard for the safety of all persons on the Site and shall keep the Site (so far as the same is under his control) and the Works (so far as the same are not completed or occupied by the Owner) in an orderly state appropriate to the avoidance of danger to such persons and shall inter alia in connection with the Works provide and maintain at his own cost all lights, guards, fencing, warning signs and watching when and where necessary or required by the Engineer or by any competent statutory or other authority for the protection of the Works or for the safety and convenience of the public or others.

6.18.3 The Contractor shall at his own cost make provision for lighting the Works, Temporary Works, materials and Construction Plant and shall provide all such marks and lights as may be required by the Engineer. He shall also provide at his own cost every description of watching and maintenance required in connection with the foregoing and all other services and for protecting and securing all places dangerous whether to the Contractor’s Workmen or to other persons until the Works shall have been handed over to the Owner unless the Engineer shall decide that such services are no longer required.

6.18.4 The Contractor shall comply with Owner’s Safety Rules, security and traffic regulations currently enforced at the Site.

6.19 Care of Works

6.19.1 From the commencement to the completion of the Works, the Contractor shall take full responsibility for the care thereof and for all Temporary Works and in case any damage, loss or injury shall happen to the Works or to any part thereof or to any Temporary Works from any


cause whatsoever, save and except the Force Majeure circumstances as defined in Clause 29 of this Contract, shall at his own cost repair and make good the same so that on completion, the Works shall be in good order and condition and in conformity in every respect with the requirements of the Contract. The Contractor shall also be liable for any damage to the Works occasioned by him in the course of any operation carried out by him for the purpose of complying with his obligations under Clause 16 hereof.

The Contractor shall take full care of the Owner’s existing works and in the case of any damage, loss from any cause whatsoever occasioned by the Contractor, his Subcontractors or by the action of his or his subcontractor’s employees, shall at his own cost repair and make good the same to the satisfaction of the Engineer. In respect of this clause, Libyan law shall apply on the responsibility of the Contractor or his Subcontractors for the care of the Works.

6.20 Insurance of Works etc.

Without limiting his obligations and responsibilities under Clause 6.19 hereof, the Contractor shall insure with a Libyan Insurer in Great Jamaheriya in the joint names of the Owner, The Contractor, his Subcontractors and other parties involved in the Works against all loss or damage from whatever cause arising (other than the risks excluded in Clause 6.19 above) for which he is responsible under the terms of the Contract and in such manner that the Owner, the Contractor and other parties are covered during the period of construction of the Works and are also covered during the Maintenance Period for loss or damage arising from a cause occurring prior to the commencement of the Maintenance Period and for any loss or damage occasioned by the Contractor in the course of any operations carried out by him for the purpose of complying with his obligations under Clause 16 hereof: a) The Works and Temporary Works to the full replacement value of

such Works executed from time to time, including all design, engineering, procurement, demolition, removal of debris and associated Professional Fees;

And b) The Materials, Construction Plant and other things brought into

the Site by the Contractor and his Subcontractors and other parties involved in the Works, to the full replacement value of such Materials, Construction Plant and other things to their full replacement, including all transportation value. Such insurances shall be effected with an Insurer and in terms approved by the Owner (which approval shall not be unreasonably withheld) and


the Contractor shall whenever required produce to the Engineer or Engineer’s Representative the Policy or Policies of Insurance and the receipts for payment of the current premiums. Provided always that, without limiting his obligations and responsibilities as aforesaid, nothing in this Clause contained shall render the Contractor liable to insure against the necessity for the repair or reconstruction of any Works constructed with materials or Workmanship not in accordance with the requirements of the Contract.

6.21 Damage to Persons and Property

6.21.1 The Contractor shall (except if and so far as the Conditions of Contract provides otherwise) indemnify and keep indemnified the Owner, Engineer, Engineer’s Representative, other Contractors and their sub-contractors together with their personnel and any other person against all losses and claims for injuries or damage to any persons or any property whatsoever which may arise out of or in consequence of the construction and maintenance of the Works and against all claims, demands, proceeding, damages, costs, charges and expenses whatsoever in respect of or in relation thereto, which may arise from the commencement date of the Works until the issuance of last Maintenance Certificate under the Contract.

6.21.2 The value of Insurance under this clause shall be limited to amount EURO 2,000,000.00 (EURO Two Million).

6.22 Third Party Insurance

6.22.1 Before commencing execution of the Works, the Contractor (without limiting his obligations and responsibilities under Sub-clause 6.21 hereof) shall insure against any damage, loss or injury which may occur to any property (including that of the Owner) or to any persons (including any employee of the Owner) by or arising out of the execution of the Works or Temporary Works or in the carrying out of the Contract from the commencement date until the Completion Certificate and during the Maintenance & Guarantee Period of the Contract.

6.22.2 Minimum Amount of Third Party Insurance

Such insurance shall be effected with an insurer and in terms approved by the Owner (which approval shall not be unreasonably withheld) and for at least EURO 1,000,000 (EURO One Million) and the Contractor shall, whenever required, produce to the Engineer or the Engineer’s Representative the Policy or Policies of Insurance and the receipts for payment of the current premiums.


6.23 Automobile Liability Insurance

The Contractor and his Subcontractors shall effect and maintain adequate Automobile Insurance Policies for all vehicles used by the Contractor, his Subcontractors or by other persons involved in the Works.

6.24 Accident or Injury to Workmen

The Owner shall not be liable for any damages or compensation payable at law in respect or in consequence of any accident or injury to any Workman or other person in the employment of the Contractor or any of his Subcontractor save and except an accident or injury resulting from any act or default of the Owner, his agents or employees and the Contractor shall indemnify and keep indemnified the Owner against all such damages and compensation (save and except as aforesaid) and against all claims, demands, proceeding, costs, charges and expenses whatsoever in respect thereof or in relation thereto.

6.25 Workmen Compensation

The Contractor and his Subcontractors shall insure against such liability with an Insurer approved by the Owner (which approval shall not be unreasonable withheld) and shall continue such Insurance during the whole of the time that any persons are employed by him or his Subcontractors on the Works and shall, when required, produce to the Engineer or Engineer’s Representative such Policy of Insurance and the receipt for payment of the current premium. Provided always that, in respect of any persons employed by any sub-Contractor, the Contractor’s obligation to insure as aforesaid under this sub-clause shall be satisfied if the subcontractor shall have insured against the liability in respect of such persons in such manner that the Owner is indemnified under the policy, but the Contractor shall require such Subcontractor to produce to the Engineer or the Engineer’s Representative when required such Policy of Insurance and the receipt for payment of the current premium.

6.26 Cross Liabilities

The insurance policy shall include a cross liability clause such that the Insurance shall apply to the Contractor and to the Owner as separate insurances.


6.27 Remedy on Contractor’s Failure to Insure

If the Contractor shall fail to effect and keep in force the insurance referred to in sub-clauses 6.20 to 6.25 hereof or any other insurance which he may be required to effect under the terms of the Contract, then and in any such case the Owner may effect and keep in force any such insurance and pay such premium or premiums as may be necessary for that purpose and deduct any monies due or which may become due to the Contractor or recover the same as a debt due from the Contractor.

6.28 Giving of Notices and Payment of Fees

The Contractor shall give all notices and pay all fees required to be given or paid by any National or State Statute Ordinance or other Law or any Regulation or By-law of any local or other duly constituted authority in relation to the execution of the Works or of any Temporary Works and by the Rules and Regulations of all public bodies and companies whose property or rights are affected or may be affected in any way by the Works or any Temporary Works. The contractor shall also obtain and maintain all notices and fees that will be required to complete all works, both on and offshore, including all dredging and disposal of dredged material.

6.29 Compliance with Statutes, Regulations etc.

The Contractor shall conform in all respects with the provisions of any such Statute Ordinance or Law as aforesaid and the Regulations or By-laws of any local or other duly constituted Authority which may be applicable to the Works or to any Temporary Works and with such rules and regulations of public bodies and companies as aforesaid and shall keep the Owner indemnified against all penalties and liabilities of every kind for breach of any such Statute Ordinance or Law Regulation or By-law.

6.30 Fossils, Marine Antiquities, Wreckages and their Cargo.

All fossils, coins, articles of value or antiquity and structures and other remains or things of geological or archaeological interest discovered on the Site of the Works, both on and offshore shall be deemed to be the absolute property of the Owner and the Contractor shall take responsible precautions to prevent his Workmen or any other persons from removing or damaging any such article or thing and shall immediately upon discovery thereof and before removal acquaint the Engineer’s Representative of such discovery and carry out, at the


expense of the Owner, the Engineer’s Representative’s orders as to the disposal of the same.

6.31 Patent Rights and Royalties

The Contractor shall save harmless and indemnify the Owner from and against all claims and proceedings for or on account of infringement of any patent right, design, trademark or name or other protected rights in respect of any Construction Plant, Machine works or Material used for or in connection with the Works or Temporary Works or any of them and from and against all claims, demands, costs, charges and expenses whatsoever in respect thereof or in relation thereto. Except where otherwise specified, the Contractor shall pay all tonnage and other royalties, rent and other payments or compensation (if any) for getting stone and gravel, clay or other materials required for the Works or Temporary Works or any of them.

6.32 Interference with Traffic and Adjoining Properties

All operations necessary for the execution of the Works and for the construction of any Temporary Works shall, so far as compliance with the requirements of the Contract permits, be carried on so as not to interfere unnecessarily or improperly with the public convenience or the access to use and occupation of public or private roads and footpaths or to or of properties whether in the possession of the Owner or of any other person and the Contractor shall save harmless and indemnify the Owner in respect of all claims, demands, proceedings, damages, costs, charges and expenses whatsoever arising out of or in relation to any such matters in so far as the Contractor is responsible thereof. The Contractor shall so conduct his operations so as to avoid any interference with the existing plants (Operating facilities) on Site and shall comply with any regulations in force.

The works and temporary works shall be carried out in such a manner

as not to interfere with vessels using the Owners facilities or endanger or interfere with traffic whether by road, rail or water and other normal operations of the Owner.

To ensure this :

a. The Owner will afford the Contractor reasonable facilities to enable him to carry out the contract but the Contractor must strictly observe any rules, regulations or instructions which he may from time to time receive from the Owner or the Engineer or any person or persons authorised by them for the safety and


protection of persons and traffic whether by road, rail or water and property on the site.

b. The Contractor shall only be allowed occupation of land areas

and use of the roads to the extent laid down in the Owners Requirements or agreed by the Owner or to such further extent as may be allowed in writing by the Engineer

c. Should any craft or Equipment (floating or otherwise) belonging

to or hired by the Contractor or any Sub-contractor employed by him (including also any equipment which is held by the Contractor or any Sub-contractor under agreement for charter, hire or hire purchase) or any materials or things therein sink from any cause whatsoever in the course of construction and completion of the Works or during the Maintenance Period it shall immediately be reported by the Contractor to the Owner, Engineer, Engineers Representative and the contractor shall forthwith and with dispatch raise and remove any craft, equipment, materials or things at his own cost or otherwise deal with the same as the Engineer may direct, until the same shall be raised and removed.

d. The fact that such sunken craft, Equipment, materials or things

are insured or have been declared a total loss or do not represent any further value shall not absolve the contractor from his obligations under this sub-clause to raise and remove the same. Until such sunken craft, Equipment, materials or things have been raised and removed the Contractor shall set all such buoys and display at night such lights and do all such things for the safety of navigation as may be required by the Engineer or by the Engineers Representative or by the Owner.

e. In the event of the Contractor not carrying out the obligations imposed on him by this sub-clause, the Owner may have cause to buoy and light such sunken craft or equipment or materials or things and raise and remove the same without prejudice to the right of the Owner to hold the Contractor liable and all expenses consequent thereon and incidental thereto shall be borne by the Contractor and shall be recoverable from him (as a debt) by the Owner or may be deducted by the Owner from any moneys due or which may become due to the Contractor.

6.33 Opportunities for other Contractors

The Contractor shall, in accordance with the requirements of the


Engineer, afford all reasonable opportunities for carrying out their Works to any other Contractor employed by the Owner and their Workmen and to the Workmen of the Owner and of any other duly constituted authorities who may be employed in the execution on or near the Site of any Works not included in the Contract or of any contract which the Owner may enter into in connection with or ancillary to the Works. If however the Contractor, on the written request of the Engineer or the Engineer’s Representative, make available to any such other Contractor or to the Owner or any such authority, any roads or ways for the maintenance of which the Contractor is responsible or permit the use by any such of the Contractor’s scaffolding or other plant on the Site or provide any other service of whatsoever nature for any such, the Owner shall pay to the Contractor in respect of such use or service such sum or sums as shall in the opinion of the Engineer be reasonable.

6.34 Site Co-ordination

The Contractor shall participate in joint meetings with the Engineer and/or Engineer’s Representative and other Contractors employed on the Site to ensure co-operation and efficiency of the Site Works and operations.

6.35 Supply of Contractor’s Resources

Except where otherwise specified in Contract, the Contractor shall at his own expense supply and provide all the Construction Plant, Temporary Works materials both for the Temporary and for permanent Works, labour (including the supervision thereof), transport to or from the Site and in and about the Works and other things or every kind required for the construction and completion and Maintenance of the Works.

6.36 Keeping the Site Clean and Clearance of Site on Completion

Throughout the execution of the Works, the Contractor shall clean the Temporary Facilities and the Works areas daily to an extent agreed with the Engineer and shall keep all the access and adjacent roads (both to the Work areas and to the properties of the Owner) free from materials, scraps, machinery and construction equipment. Under no circumstances shall any materials and construction equipment be placed in areas other than those specified and made available for that purpose by the Owner.

The extent of Site clearance and removal of all Temporary Works shall

be as agreed in detail with the Engineer’s Representative and any Temporary buildings, structures and other facilities may, if so required


by the Engineer, be handed over to the Owner on completion of the Contract, subject to agreement on payment of the same.

7 LABOUR

7.1 Engagement of Labour

The Contractor shall make his own arrangements for the engagement of all labour, local or otherwise, and save in so far as the Contract otherwise provides for the transport, housing, meals and payment thereof.

7.2 Alcoholic Liquor or Drugs

The Contractor shall not manufacture, import, sell, give, barter or otherwise dispose of any alcoholic liquor or drugs or permit or suffer any such importation, sale, gift, barter or disposal by his sub-Contractors, agents or employees.

7.3 Arms and Ammunition

The Contractor shall not give, barter or otherwise dispose of to any person or persons any arms or ammunition of any kind or permit or suffer the same as aforesaid.

7.4 Festivals and Religious Customs

The Contractor shall, in all dealings with labour in his employment have due regard to all recognised festivals, days of rest and religious or other customs.

7.5 Epidemics

In the event of any outbreak of illness of an epidemic nature, the Contractor shall comply with and carry out such regulations, orders and requirements as may be made by the Government or the local medical or sanitary authorities for the purpose of dealing with and overcoming the same.

7.6 Disorderly Conduct etc

The Contractor shall at all times take all reasonable precautions to prevent any unlawful riotous or disorderly conduct by or among his employees and for the preservation of peace and protection of persons and property in the neighbourhood of the Works against the same.


7.7 Passports, Permits etc.

The Contractor shall be responsible for the provision of passports, visas, work permits, residence permits and all such documents as may be required from time to time by the national and local authorities. The Contractor shall arrange visas for his personnel and/or his vendor, Subcontractor’s personnel in sufficient time in advance to avoid delay in the Works and shall do the same for work permits, residence permits, desert passes etc.

7.8 Labour Law

The Contractor shall, in his dealings with contract labour, comply with the Libyan Labour Law including the provisions relating to minimum wages, safety and sanitary conditions and hours of Work. The Contractor shall be responsible for his personnel costs in Great Jamaheriya, such as: salaries, INAS contributions, etc.

7.9 Training

At the request of the Owner, the Contractor shall provide personnel and facilities for training of Owner’s personnel in accordance with any Terms of the Contract for this purpose.

7.10 Working Hours

Without prejudice to the provision of sub-clause 7.88 herein, the Contractor shall conform to the Engineer’s instructions with respect to the working hours. The normal working week is six (6) days of ten (10) working hours each day, Friday being a rest day. Subject to any provision to the contrary contained in the Contract, none of the permanent Works shall be carried out during the night or on Friday without the permission in writing of the Engineer’s Representative except when the work is unavoidable or absolutely necessary for the saving of life or property or for the safety of the Works, in which case the Contractor shall immediately advise the Engineer's’Representative, provided always that the provisions of this Clause are not applicable in the case of any Works which it is customary to carry out by rotation or double shifts.


7.11 Observance by Subcontractors

The Contractor shall be responsible for observance by his Subcontractors of the foregoing provisions.

7.12 Return of Labour etc.

The Contractor shall deliver to the Engineer’s Representative or at his office, a return in detail in such form and at such intervals as the Engineer may prescribe showing the supervisory staff and the numbers of the several classes of labour from time to time employed by the Contractor on the Site and such information regarding Construction Plants as the Engineer’s Representative may require.

8 MATERIALS, PLANT AND WORKMANSHIP

8.1 Quality of Materials, Plant and Workmanship and Tests

All materials, Plant and Workmanship shall be of the best of their respective kinds described in the Contract and in accordance with the Engineer’s instructions and shall be subjected from time to time to such tests as the Engineer may direct at the place of manufacture of fabrication or on the Site or at such other place or places as may be specified in the Contract or at all or any such places. The Contractor shall provide such assistance, electricity, fuels, stores instruments, machines, labour and materials as are normally required for examining, measuring and testing the Plant and the quality weight or quantity of any material used and shall supply samples of material before incorporation in the Works, for testing as may be selected and required by the Engineer and/or Engineer’s Representative.

8.2 Tests on Completion

The Contractor shall carry out the Tests on Completion in accordance with this Clause and Sub-Clause 8.7 Inspection and Testing after providing the documents in accordance with Sub-Clause 5.8 As-Built Documents and Sub-Clause 5.9 Operation and Maintenance Manuals. The Contractor shall give to the Owner not less than 21 days' notice of the date after which the Contractor will be ready to carry out each of the Tests on Completion. Unless otherwise agreed, Tests on Completion shall be carried out within 14 days after this date, on such day or days as the Owner shall instruct. Unless otherwise stated in the Owners Requirements, the Tests on Completion shall be carried out in the following sequence:


(a) pre-commissioning tests, which shall include the appropriate inspections and ("dry" or "cold") functional tests to demonstrate that each item of Plant can safely under-take the next stage,(b); (b) commissioning tests, which shall include the specified operational tests to demonstrate that the Works or Section can be operated safely and as specified, under all available operating conditions; and (c) trial operation, which shall demonstrate that the Works or Section perform reliably and in accordance with the Contract. During trial operation, when the Works are operating under stable conditions, the Contractor shall give notice to the Owner that the Works are ready for any other Tests on Completion, including performance tests to demonstrate whether the Works conform with criteria specified in the Owner's Requirements and with the Performance Guarantees. Trial operation shall not constitute a taking-over under Clause 15 Completion Certificate. Unless otherwise stated in the Owners Requirements, any product produced by the Works during trial operation shall be the property of the Owner. In considering the results of the Tests on Completion, appropriate allowances shall be made for the effect of any use of the Works by the Owner on the performance or other characteristics of the Works. As soon as the Works, or a Section, have passed each of the Tests on Completion described in sub-paragraph (a), (b) or (c), the Contractor shall submit a certified report of the results of these Tests to the Owner. If the Tests on Completion are being unduly delayed by the Contractor, the Owner may by notice require the Contractor to carry out the Tests within 21 days after receiving the notice. The Contractor shall carry out the Tests on such day or days within that period as the Contractor may fix and of which he shall give notice to the Owner. If the Contractor fails to carry out the Tests on Completion within the period of 21 days, the Owner's Personnel may proceed with the Tests at the risk and cost of the Contractor. These Tests on Completion shall then be deemed to have been carried out in the presence of the Contractor and the results of the Tests shall be accepted as accurate. If the Works, or a Section, fail to pass the Tests on Completion, the Owner or the Contractor may require the failed Tests, and Tests on Completion on any related work, to be repeated under the same terms and conditions.


If the Works, or a Section, fail again to pass the Tests on Completion repeated, the Owner shall be entitled to: (a) order further repetition of Tests on Completion; (b) if the failure deprives the Owner of substantially the whole benefit of the Works or Section, reject the Works or Section (as the case may be), in which event the Owner shall either arrange for others to complete the works at the contractors cost, agree a reasonable reduction from the Contract Sum, or terminate the contract, when the Owner will be able to recover all costs that are associated and are as a consequence of this failure or (c) issue a Completion Certificate. In the event of sub-paragraph (c), the Contractor shall proceed in accordance with all other obligations under the Contract, and the Contract Price shall be reduced by such amount as shall be appropriate to cover the reduced value to the Owner as a result of this failure. Unless the relevant reduction for this failure is stated (or its method of calculation is defined) in the Contract, the Owner may require the reduction to be (i) agreed by both Parties (in full satisfaction of this failure only) and paid before this Completion Certificate is issued, or (ii) determine the reduction and refer the dispute to Arbitration as per Clause 30 –Settlement of Disputes

8.3 Tests after Completion

If Tests after Completion are specified in the Contract, this Clause shall apply. Unless otherwise stated in the Owners Requirements: (a) the Owner shall provide all electricity and fuel relevant to the test, and make the Owner's Personnel and Plant available; (b) the Contractor shall provide any other plant, equipment and suitably qualified and experienced staff, as are necessary to carry out the Tests after Completion efficiently; and (c) the Contractor shall carry out the Tests after Completion in the presence of such Owner's and/or Contractor's Personnel as either Party may reasonably request. The Tests after Completion shall be carried out as soon as is reasonably practicable after the Works or Section have been taken over by the Owner.


The Owner shall give to the Contractor 21 days' notice of the date after which the Tests after Completion will be carried out. Unless otherwise agreed, these Tests shall be carried out within 14 days after this date, on the day or days determined by the Owner. The results of the Tests after Completion shall be compiled and evaluated by the Contractor, who shall prepare a detailed report. Appropriate account shall be taken of the effect of the Owner's prior use of the Works If, for reasons not attributable to the Contractor, a Test after Completion on the Works or any Section cannot be completed during the Maintenance Period (or any other period agreed upon by both Parties), then the Works or Section shall be deemed to have passed this Test after Completion. If the Works, or a Section, fail to pass the Tests after Completion: (a) Clause 16.6 shall apply, and (b) either Party may then require the failed Tests, and the Tests after Completion on any related work, to be repeated under the same terms and conditions. If the following conditions apply, namely: (a) the Works, or a Section, fail to pass any or all of the Tests after Completion, (b) the relevant sum payable as non performance damages for this failure is stated (or its method of calculation is defined) in the Contract, and (c) the Contractor pays this relevant sum to the Owner during the Defects then the Works or Section shall be deemed to have passed these Tests after Completion. If the Works, or a Section, fail to pass a Test after Completion and the Contractor proposes to make adjustments or modifications to the Works or such Section, the Contractor may be instructed by (or on behalf of) the Owner that right of access to the Works or Section cannot be given until a time that is convenient to the Owner. The Contractor shall then remain liable to carry out the adjustments or modifications and to satisfy this Test, within a reasonable period of receiving notice by (or on behalf


of) the Owner of the time that is convenient to the Owner. However, if the Contractor does not receive this notice during the relevant Maintenance Period, the Contractor shall be relieved of this obligation and the Works or Section (as the case may be) shall be deemed to have passed this Test after Completion. If the Contractor incurs additional Cost as a result of any unreasonable delay by the Owner in permitting access to the Works or Plant by the Contractor, either to investigate the causes of a failure to pass a Test after Completion or to carry out any adjustments or modifications, the Contractor shall (i) give notice to the Owner and (ii) be entitled subject to Sub-Clause 19 Claims to payment of any such Cost plus reasonable profit, which shall be added to the Contract Price.

8.4 Cost of Sample

All samples shall be supplied by the Contractor at his own cost in accordance with the technical Specifications.

8.5 Cost of Tests

The cost of making any test shall be borne by the Contractor if such test is:

8.5.1 Clearly intended by or provided for in the Specification or other Project Documents.

8.5.2 Particularised in the Specifications (in case only or a test under load or of a test to ascertain whether the design of any finished or partially finished work is appropriate for the purposes which it was intended to fulfil) in sufficient detail to enable the Contractor to price or allow for the same in his Bid.

8.6 Cost of Tests not provided for

If any test is ordered by the Engineer which is either :


8.6.1 Not so intended by or provided for; or

8.6.2 (in the cases above mentioned) not so particularised; or

8.6.3 (though so intended or provided for) ordered by the Engineer to be carried out by an independent person at any place other than the Site or the place of manufacture or fabrication of the materials tested, then the cost of such test shall be borne by the Contractor if the test shows the Workmanship or materials not to be in accordance with the provisions of the Contract or the Engineer’s instructions but otherwise by the Owner.

8.7 Inspection and Testing

The Contractor agrees: 8.7.1 That all inspections and tests shall be made as required by the

Specifications and Project Documents attached hereto.

8.7.2 That the Plant and all performances, materials and equipment furnished by the manufacturers shall be subject to full inspection by the Contractor at all times and places in or around or during the process of manufacture, delivery, installation and erection.

8.7.3 The Contractor shall be responsible for inspecting and testing of the component parts of Plant required by Law and international standards. In addition, the Contractor shall be responsible of whatever inspecting and testing Specifications require the Contractor to perform for discovering any deviations from Specifications or any defective equipment, materials or workmanship in such time as to avoid any delay in completion of any part of Plant or of entire Plant and in Plant achieving the capability of safety producing for commercial purposes products meeting design quality at design capacity as specified in Specifications.

8.7.4 The Engineer and/or the Engineer’s Representative shall have the right at all times to inspect, or witness, the test along with the Contractor of, any part of the Works at any place where equipment or materials are located or in preparation, or at Site. Inspection or non inspection or witnessing or non-witnessing by the Engineer and/or the Engineer’s Representative shall not be construed as acceptance of any of the Works nor as relieving Contractor of its responsibilities for said items complying with Specifications and being free from defects and capable of performing their respective functions.

8.7.5 If Specifications or the Engineer and/or the Engineer’s Representative instructions require any inspection or any test to be witnessed by the Engineer and/or the Engineer’s Representative, the Contractor shall advise the Engineer and/or the Engineer’s Representative sufficiently in


advance, of its readiness for said inspection or test, and the Engineer and/or the Engineer’s Representative will then promptly perform said inspection or witness said tests.

8.7.6 The Contractor shall ensure the quantity, quality, dimensions, fit up, workmanship and proper finishing of all materials and equipment. All purchased materials and equipment must be of first class quality.

8.7.7 The Contractor shall witness and approve final testing of all materials.

8.7.8 Shipment of materials and equipment shall be accompanied by test reports and inspection certificates to be endorsed by the Contractor.

8.7.9 Provisions similar in substance to those foreseen under this sub-clause 8.7 above shall be applied also to manufacturers. It is the Contractor’s responsibility to insert adequate clauses in any and all Purchase Orders.

8.7.10 In the event damage is caused by the Contractor to any item which has been inspected or tested, then all costs incurred in any repeat inspection or test of the repaired or replaced item following such damage, shall be to the Contractor’s account and responsibility.

8.8 Substitution

No substitution of specified materials or equipment will be permitted under this Contract except on specific written authority of the Engineer, pursuant to a formal Variation Order.

8.9 Control of Third Parties e.g. Vendors and other Contractors

The Contractor shall be responsible for the protection of the Owner’s interests when dealing with third parties on matters regarding the Project.

The Contractor’s obligations included, but are not limited to the

following: inquiries, bid evaluations, negotiations, purchase order, Contract definition, expediting, inspections, etc. The Contractor shall pay in accordance with the provisions of the Contract for any damages incurred by any failure in fulfilling his obligations.

8.10 Access to Site

The Engineer and any person authorised by him shall at all times have access to the Works and to the Site and to all Workshops and places where the Works are being prepared or from where materials, manufactured articles or machinery are being obtained for the Works


and the Contractor shall afford every facility for and every assistance in or in obtaining the right to such access. The Contractor shall use every reasonable means to prevent any of the highways, roads or bridges communicating with or on the routes to the Site from being damaged by the traffic of the Contractor or any of his Sub-contractors and in particular shall select routes, choose and use vehicles and restrict and distribute loads so that the movement of materials, Plant, Contractor's equipment etc., to and from the Site shall not damage such highways, roads and bridges.

Should any highway, road or bridge be damaged or injured by such traffic as aforesaid then:-

(a) If the highway, road or bridge is vested in or maintainable by the Owner, the Contractor shall at his own cost make good all such damage or injury to the entire satisfaction of the Owner or if the Owner shall prefer to do the making good, the Contractor shall pay to the Owner or the Owner may deduct from any monies due to the Contractor or otherwise recover from the Contractor so much of the cost incurred by the Owner in so making good the highway, road or bridge as shall be attributable to the damage or injury caused by or due to such traffic as aforesaid.

(b) In any other case, the Contractor shall indemnify and keep indemnified the Owner from and against and shall himself be responsible for and shall meet and discharge all claims, demands, proceedings, damages, and expenses in respect of any such damage or injury to highway, road or bridge(s). In case of failure of the Contractor in settling the claim and in case the Owner is held responsible for payment to the authorities, then the Owner shall settle the claim and the Owner's expenses in this regard, as certified by the Engineer shall be deducted from the Contractor's dues.

Where the nature of the Works is such as to require the use by the Contractor of water-borne transport, the foregoing provisions of this clause shall be construed as though 'highway' included a lock, dock, sea wall or other structure related to a waterway and 'vehicle' included water-craft, and shall have effect accordingly.

8.11 Examination of Works before covering-up

For supervision purposes no Works shall be covered up or put out of view without the approval of the Engineer or the Engineer’s Representative and the Contract shall afford full opportunity for the Engineer or the Engineer’s Representative to examine and measure


any work which is about to be covered up or put out of view and to examine foundations before permanent Works are placed thereon. The Contractor shall give due notice to the Engineer’s Representative whenever any such work or foundations is or are ready or about to be ready for examination and the Engineer’s Representative shall without unreasonable delay, unless he considers it unnecessary and advises the Contractor accordingly, attend for the purpose of examining and measuring such Works or of examining such foundations.

8.12 Uncovering and Making Openings

The Contractor shall uncover any part or parts of the Works or make openings in or through the same as the Engineer may from time to time direct and shall reinstate and make good such part or parts to the satisfaction of the Engineer. If any such part or parts have been covered up or put out of view after compliance with the requirements of sub-clause 8.11 hereabove and are found to be executed in accordance with the Contract, the expenses of uncovering, making openings in or through, reinstating and making good the same shall be borne by the Owner but in any other case all such expenses shall be borne by the Contractor and shall be recoverable from him by the Owner or may be deducted by the Owner from any money due or which may become due to the Contractor.

8.13 Removal of Improper Work and Materials

8.13.1 The Engineer/Engineer’s Representative shall, during the progress of the Works, have power to order in writing from time to time:

i) the removal from Site within such times as may be specified in the order of any materials which in the opinion of the Engineer/Engineer’s Representative are not in accordance with the Contract;

ii) the substitution of proper and suitable materials or

Plant; and

iii) the removal & proper re-execution (notwithstanding any previous test thereof or interim payment therefor) of any Works which in respect of materials, Plant or Workmanship is not in the opinion of the Engineer/Engineer’s Representative in accordance with the Contract.


8.13.2 The Contractor, as part of his obligation, shall supervise, inspect and/or test any Works,, materials, equipment and workmanship of his or his Subcontractors so as to ensure a certify fully that their performance done, material and equipment manufactured and/or supplied and/or installed or erected and workmanship supplied are of best quality and standard in accordance with their respective specification and sound engineering practice, consistently complete in all respects for the purpose of the Plant to the Owner, in acceptable manner. It is Contractor’s obligation to immediately take proper action for rejection or removal and replacement of improper Works, defective materials and equipment without any extra costs or delay to the Owner.

8.14 Default of Contractor in Compliance

In such cases of default on the part of the Contractor in carrying out such order, the Owner shall be entitled to employ and pay other persons to carry out the same and all expenses consequent therein or incidental thereto shall be borne by the Contractor and shall be recoverable from him by the Owner or may be deducted by the Owner from any money due or which may become due to the Contractor.

8.15 Failure to Review and Monitor

Failure of the Engineer or any person acting under him pursuant to sub-clause 8.13 here-above to review and monitor any Works, materials or Plant shall not prejudice the power of the Engineer or any of them subsequently to review and monitor such Works, materials or Plant.

9 SUSPENSION OF WORKS

9.1 Suspension of the Works

The Contractor shall, on the written order of the Owner, suspend the progress of the Works or any part thereof for such time or times and in such manner as the Owner may consider necessary and shall, during such suspension, properly protect and secure the Works as far as is necessary in the opinion of the Owner.

In the event of suspension of the Works in accordance with this Clause, the Contractor shall be entitled to receive such reasonable additional compensation as may be necessary for the additional cost arising out of such suspension and such reasonable extension of time for the performance of the Works as may be judged by the Owner to be appropriate unless such suspension is:


9.1.1 Otherwise provided for in the Contract; or

9.1.2 Necessary for the proper execution of the Works; or

9.1.3 Necessary by reason of Weather Conditions affecting the safety or quality of the Works or by some default on the part of the Contractor; or

9.1.4 Necessary for the safety of the Works or any part thereof. Provided that the Contractor shall not be entitled to recover any such extra cost unless he gives notice in writing of his intention to claim to the Owner within thirty (30) days of the order, the Owner shall settle and determine such extra payment to be made to the Contractor in respect of such claim as shall in the opinion of the Owner be fair and reasonable.

9.2 Suspension Lasting more than 90 days

9.2.1 If, on the written order of the Owner (in this sub-clause referred to as a “Suspension Order”), the progress of the Works or any part thereof should be suspended for a period or consecutive periods amounting in all to ninety (90) days or if the Owner, having previously issued a Suspension Order for a period which has lasted less than 90 days, should issue, with in less than 90 days from the expiration of that period of suspension, a further Suspension Order either in respect of the Whole of the Work or (where the previous Suspension Order has affected only a part) affecting or including that part, then and in any such case the Contractor may serve a written Notice on the Owner requiring permission, within thirty (30) days from the receipt, thereof to proceed with the Works or that part thereof in regard to which progress is suspended and, if such permission is not granted within that time, the Contractor, by a further written Notice so served, may (but is not bound to) elect to treat the suspension where it affects part only of the Works as an omission of such part under Clause 18 hereof of where it affects the whole Works as an abandonment of the Contract by the Owner, Clause 10 will apply.

10 TERMINATION BY THE OWNER

10.1 Termination by the Owner

The Owner may at his discretion terminate the Works subject to the Contract by giving to the Contractor thirty (30) days Notice in writing where, upon the provisions of sub-clause 10.2 hereunder, shall govern the settlement of the Owner’s liabilities to the Contractor. On receipt of such Notice the Contractor shall, unless the Notice of Termination directs otherwise, immediately discontinue the Works and shall make every reasonable effort to procure cancellation of all existing commitments upon terms satisfactory to the Owner and in general take


all reasonable steps to minimize the costs arising from such Termination.

10.2 Payment if Contract is Terminated

If the Contract shall be terminated other than pursuant to Clause 27 hereinafter, the amount to be paid to the Contractor shall be mutually agreed upon and settled. It shall include payment for all Works executed prior to the date of termination (in so far as such amounts shall not have already been covered by payment on account made to the Contractor) and in addition:

a. the amounts payable in respect of any preliminary items so far as

the Works or services comprised therein have been carried out or performed and a proper proportion as certified by the Engineer of any such items and Works or service comprised in which has been partially carried out or performed;

b. the cost of equipment and materials or reasonably ordered for the

Works or Temporary Works which shall have been delivered to the Contractor or of which the Contractor is legally liable to accept delivery (such equipment and materials becoming the property of the Owner upon such payments being made by him and the equipment materials being delivered to the Site);

c. sum to be certified by the Engineer being the amount of any

expenditure reasonably incurred by the Contractor in the expectation of completing the whole of the Works in so far as such expenditure shall not have been covered by the payments in the sub-clause before mentioned;

d. the reasonable cost of removal of the Contractor’s (and if

applicable, Subcontractor’s) construction plant and (if required by the Contractor) return thereof to the Contractor’s main plant yard in his country of registration or to other destinations whichever is the lowest;

e. the reasonable cost of repatriation of all the Contractor’s staff and

Workmen employed on or in connection with the Works at the time of such termination.

Provided always that against any payments due from the Owner under this sub-clause the Owner shall be entitled to be credited with any outstanding balances due from the Contractor for advances in respect of Plant, equipment and materials and any claims, taxes and other


liabilities in the Great Jamaheriya and any sum previously paid by the Owner to the Contractor in respect of the execution of the Works.

11 COMMENCEMENT TIME AND DELAYS

11.1 Commencement of Works

The Contractor shall commence the Works within the period named in the Contract after the Effective Date as the case may be and shall proceed with the same with due expedition and without delay except as may be expressly sanctioned or ordered by the Engineer or be wholly beyond the Contractor’s control.

11.2 Possession at Site (commencement of site works)

Save in so far as the Contract may prescribe, the extent of portions of the Site of which the Contractor is to be given possession from time to time and the order in which such portions shall be made available to him and subject to any requirement in the Contract as to the order in which the Works shall be executed, the Owner will with the Engineer’s written Order to commence the Works, give to the Contractor possession of so much of the Site as may be required to enable the Contractor to commence and proceed with the construction of the Works in accordance with the programme referred to in sub-clause 6.10 hereof and otherwise in accordance with such reasonable proposals of the Contractor as he shall be given notice in writing to the Engineer, and will from time to time as the Works proceed give to the Contractor possession of such further portions of the Site as may be required to enable the Contractor to proceed with the construction of the Works with due despatch in accordance with the said programme or proposals (as the case may be). If the Contractor suffers delay or incurs expense from failure on the part of the Owner to give possession in accordance with the terms of this Clause, the Owner shall grant an extension of time for the completion of the Works and certify such sum as in his opinion shall be fair to cover the expense incurred, which sum shall be paid by the Owner.

11.3 Time for Completion

Subject to any requirement set forth in the Contract as to completion of any portion of the Works before completion of the whole, the whole of the Works shall be completed within the period named in the Contract or such extended time as may be allowed under Clause 12 hereafter. The Contract Agreement will state the Start and Completion Dates.


11.4 Expediting

The Contractor shall expedite delivery of the materials or equipment subject of this Contract and shall expedite all purchase orders, revisions and amendments including manufacturers’ quotations, design calculations, drawings, spare parts data, installation, operating and maintenance instructions, welding procedures, inspection, invoices, shipping documents, etc., manufacturers’ sub-contracted orders and any other work related to the Project. The Contractor shall maintain up-to-date expediting reports and this information is to be condensed in a monthly material status report. This report shall be forwarded to the Engineer without interruption.

If the Contractor encounters delays in obtaining equipment and materials from his manufacturers, the Contractor shall immediately advise the Engineer. The Contractor shall supply the Engineer with unpriced copies of his purchase orders and any requested shipping information including that of his manufacturers orders as and when requested.

12 DELAY AND EXTENSION OF TIME

12.1 Extension of Time granted by the Owner

If in the opinion of the Owner the Works are delayed:

a) By Force Majeure or by reasons of exceptionally inclement weather; or

b) By reason of loss or damage by fire etc; or c) By reason of the Owner’s instructions given pursuant to Clause 9 of

these conditions; or d) Late possession of Site by the Owner pursuant to sub-clause 11.2 of

these conditions; Then, in any such case the Owner shall grant to the the Contractor a fair and reasonable extension of time for completion of the Works.

12.2 Notice given by the Contractor

Upon the happening of any such event causing delay, the Contractor shall immediately give notice thereof in writing to the Owner and the


Contractor nevertheless constantly use his best endeavours to prevent delay and shall do all that may be reasonably required to proceed with the Works to the satisfaction of the Engineer. Provided that the Owner is not bound to take into account any extra or additional burden or other circumstances unless the Contractor has within thirty (30) days after such circumstances have arisen, delivered to the Engineer full and detailed particulars of any such claim for extension of time and/or indemnity to which he may consider himself entitled in order that such claim may be investigated at the time.

13 RATE OF PROGRESS

The whole of the materials, plant and labour to be provided by the Contractor under the Contract hereof and the mode, manner and speed of execution and maintenance of the Works are to be of a kind and conducted in a manner to the satisfaction of the Engineer. Should the rate of progress of the Works or any part thereof be at any time in the opinion of the Engineer too slow to ensure the completion of the Works by the prescribed time or extended time for completion, the Engineer and/or Engineer’s Representative shall so notify the Contractor in writing and the Contractor shall thereupon take such steps as the Contractor may think necessary and the Engineer and/or Engineer’s Representative may approve to expedite progress so as to complete the Works by the prescribed time for completion. The Contractor shall not be entitled to any additional payment for taking such steps. The Contractor may request permission to work overtime or by night as well as by day. If the Engineer shall grant such permission, the Contractor shall not be entitled to any additional payment for doing so. If such permission shall be refused and there is no equivalent practicable method of expediting the progress of the Works the time for completion shall be extended by such period as is solely attributable to such refusal. All night work shall be carried out without unreasonable noise and disturbance. The Contractor shall indemnify the Owner from and against any liability for damages on account of noise or other disturbance created while or in carrying out the Works and from and against any liability for damages on account of noise or other disturbances created while or in carrying out the Works and from and against all demands, proceedings, costs, charges and expenses whatsoever in regard or in relation to such liability.


14 COMPENSATIONS FOR DELAYS

Time is of the essence of the Contract and should the Contractor fail to complete the Works within the time pescribed by sub-clause 11.3 hereof or extended time granted by the Owner, then the Contractor shall pay to the Owner as liquidated damages for delay a sum of 0.5% (half percent) of the Contract Price up to a limit of 5% of the Contract Price for such default for every week or part of the week which shall elapse between the time presecibed by sub-clause 11.3 hereof or extended time, as the case may be, and the date of completion of the Works. The Owner may, without prejudice to any other methods of recovery, deduct the amount of such compensation from any monies in his hands due or which may became due to the Contractor. The payment or deduction of such compensation shall not relieve the Contractor from his obligation to Works or from any other of his obligations or liabilities under the Contract.

15 COMPLETION CERTIFICATE ON COMPLETION TESTS

As soon as in the opinion of the Engineer the Works shall have been completed and satisfactorily passed any final test that may be prescribed by the Contract the Engineer shall issue a Completion Certificate in respect of the Works subject to approval by the Owner and the Maintenance Period of the Works shall commence from the date of such Certificate.

The Contractor may apply by notice to the Engineer for a Completion

Certificate not earlier than 14 days before the Works will, in the Contractor's opinion, be complete and ready for taking over. If the Works are divided into Sections, the Contractor may similarly apply for a Completion Certificate for each Section.

The Engineer shall, within 28 days after receiving the Contractor's

application: (a) issue the Completion Certificate to the Contractor, stating the date

on which the Works or Section were completed in accordance with the Contract, except for any minor outstanding work and defects which will not substantially affect the use of the Works or Section for their intended purpose, and will be entered on the Punch List (either until or whilst this work is completed and these defects are remedied); or

(b) reject the application, giving reasons and specifying the work

required to be done by the Contractor to enable the Completion Certificate to be issued. The Contractor shall then complete this work before issuing a further notice under this Sub-Clause.


If the Engineer fails either to issue the Completion Certificate or to reject

the Contractor's application within the period of 28 days, and if the Works or Section (as the case may be) are substantially in accordance with the Contract, the Completion Certificate shall be deemed to have been issued on the last day of that period.

Provided that the Engineer may give such a Certificate with respect to

any part of the Works before the completion of the Whole of the Works and may, upon the written application of the Contractor, give such Certificate with respect to any substantial part of the Works which has been both completed to the satisfaction of the Engineer and occupied or used by the Owner and when any such Certificate is given in respect of a part of the Works, such part shall be considered as completed and the Maintenance Period of such part shall commence from the date of such approved Certificate. Provided also that a Completion Certificate given in accordance with the foregoing provisions of any part of the Works occupied and used as aforesaid shall not be deemed to certify completion of any ground or surface requiring reinstatement unless such Certificate shall expressly so state.

16 GUARANTEES AND LIABILITIES

16.1 Contractor Guarantee

The Contractor guarantees that the Works shall be performed by the Contractor or any of his Subcontractors or Suppliers in accordance with sound and currently accepted International Standards in Engineering and Construction Companies and in accordance with the Specifications and further that the Works shall be free from any defects, failures or imperfections for the Maintenance Period Guarantee as specified in sub-clause 16.2 hereof.

16.2 Definition of “Maintenance Period”

In these Conditions, the expression “Maintenance Period” shall mean the period of 365 days calculated from the date of completion of the Works certified by the Engineer in accordance with Clause 15 hereof or, in the event of more than one Certificates having been issued by the Engineer under the said Clause, from the respective dates so certified and in relation to the Maintenance Period the expression “the Works” shall be construed accordingly.

16.3 Defects in the Works

If any item the Works does not meet the Contractor’s Requirements or


is found defective or if any defect or fault originating with the equipment, materials, Workmanship or operating characteristics of any item of equipment arises at any time up to the expiry of the Maintenance Period, the Contractor shall at his own expense promptly make such alterations, repairs and replacementes as are necessary and made in accordance with the provisions of the Contract so that said item conforms to the Specifications and fulfils the preceding guarantees to the Engineer’s entire satisfaction. If the fault or failure to function properly cannot be corrected as set forth above, the faulty item or equipment shall be removed by or at the expense of the Contractor and the Contractor shall, without cost to the Owner, promptly furnish a satisfactory item which completely fulfils the Contractor’s Documents and intent of the Contract.

16.4 Execution of Works of Repair etc.

To the intent that the Works shall, at or as soon as practicable after the expiration of the Maintenance Period, be delivered to the Owner in as good and perfect a condition (fair wear and tear excepted) to the satisfaction of the Engineer as that in which they were at the commencement of the Maintenance Period, the Contractor shall execute all such Works of repair, amendment, reconstruction, rectification and making good of defects, imperfections, shrinkages or other faults as may be required to the Contractor in writing by the Engineer during the Maintenance Period or within fourteen (14) days after its expiration as a result of an inspection made by or on behalf of the Engineer prior to its expiration of the Maintenance Period.

When the Contractor is to replace a part of the Works and the delivery period is lengthy, he shall repair the defective part first in order to permit operations to resume as soon as possible. If the breakdown turns out to be frequent, then the Contractor shall determine the underlying cause for such breakdowns and remedy the cause rather than merely replace the part during the lifetime of the warranty. In case the Services performed by the Contractor are found to be defective, the Contractor, at this own expense, shall promptly perform all necessary services, without any limit of expenditure, in order to remove the deficiencies. Furthermore, the Contractor shall bear the total cost of material, equipment and related erection including but not limited to, back charges or standby charges to Owner from any third Parties which can be demonstrated to be the consequence of Contractor’s errors and correctly accomplish the Scope of Works.


16.5 Cost of Execution of Works of Repair etc.

All such Works shall be carried out by the Contractor at his own expenses if the necessity thereof is in the opinion of the Engineer, due to the use of materials, Plant or workmanship not in accordance with the Contract or to neglect or failure of the Contractor to comply with any obligation expressed or implied on the Contractor’s part under the Contract. If, in the opinion of the Engineer, such necessity is due to any other cause, the value of such Works shall be ascertained and paid for as if it were additional Works.

16.6 Remedy on Contractor’s Failure to Carry out Works Required

If the Contractor fails to do any such Works as aforesaid required by the Engineer, the Owner shall be entitled to carry out such Works by his own Workmen or by other Contractors and shall be entitled to recover from the Contractor all costs thereof or may deduct the same from any money due or that become due to the Contractor.

16.7 Responsibility Unaffected by Review

Review of Contractor’s Documents, materials or Workmanship by the Engineer or implied in final certificates or accounts or the issue of a Completion Certificate shall not relieve the Contractor from his obligations, liabilities and warranties under the Contract.

16.8 Contractor to Search

The Contractor shall, if required by the Engineer in writing, search for the cause of any defect, imperfection or fault under the directions of the Engineer.

Unless such defect, imperfection or fault shall be one for which the Contractor is liable under the Contract, the cost of the Works carried out by the Contractor in searching shall be borne by the Owner. But if such defect, imperfection or fault should be one for which the Contractor is liable as aforesaid, the cost of the Works carried out in searching as aforesaid shall be borne by the Contractor and he shall in such case repair, rectify and make good such defect, imperfection or fault at his own expenses in accordance with the provisions of Clause 16 hereof.


17 MEASUREMENT

17.1 Lump Sum Prices

Where a Contract Price based upon a Bill of Quantities if stated to be “Lump Sum” no re-measurement shall take place and the Lump Sum Price shall be considered firm for the Scope of Work as described in the Owners Requirements, Contract Drawings and Specifications, Pricing Schedule/Bill of Quantities and/or Schedules of Rates.

18 ALTERATIONS, ADDITIONS AND OMISSIONS

18.1 Variations

The Engineer shall make any variation to the form, quality or quantity of the Works or any part thereof that may in his opinion be necessary and for that purpose or if for any other reason it shall in his opinion be desirable shall have power to order the Contractor to do and the Contractor shall do any of the following: a) increase or decrease the quantity of any work included in the

Contract; b) omit any such work; c) change the character or quality or kind of any such work; d) change the levels, lines, positions and dimensions of any part of

the Works; and e) execute additional work of any kind necessary for the completion

of the Works including any work arising out of the excluded risks listed in sub-clause 6.19 here-above.

and no such variation shall in any way vitiate or invalidate the Contract but the value (if any) of all such variations shall be taken into account in ascertaining the amount of the Contract Price. However, any work required to correctly accomplishing the scope of Works of the Contract or any information that the Engineer may require in relating to the Works shall not be considered as a variation.

18.2 Unauthorised Changes

No Contract variation shall be issued for the following:


a) Necessary modifications by the Contractor of Works already executed by the Contractor which do not comply with the Technical Documentation of the Project or which are necessary to correct the Contractor’s mistakes or omissions, or necessary to correct Works which have not been carried out in a workmanlike manner by the Contractor;

b) A modification which the Contractor has commenced work upon without having received a specific written request to do so from the Engineer;

c) Necessary modifications to correct mistakes caused by the Contractor’s failure to identify errors or inconsistencies in the Technical Documentation issued by the Engineer. The costs of such modifications shall be at full Contractor’s charge.

d) Charges for preparation, packing, boxing, crating, freight or operational services of any kind will not be allowed unless specifically authorized in the Contract.

18.3 Contractor’s Request for Variation in Works

In the event of comments or instructions given by the Engineer/Engineer’s Representative on the Project Documents which, if acted upon would, in the opinion of the Contractor, constitute a variation in the Works, the Contractor shall immediately notify the Engineer in writing and raise the variation order proposal according to the provisions of the Contract for Engineer’s review.

18.4 Orders for Variations to be in writing

No such variation shall be made by the Contractor without an order in writing issued by the Engineer. Provided that no order in writing shall be required for increase or decrease in the quantity of any Works where such increase or decrease is not the result of an order given under this Clause, but is the result of the quantities exceeding or being less than those which existed at the time of signing the Contract. Provided also that if for any reason the Engineer shall consider it proper to give any such order verbally, the Contractor shall comply with such order and any confirmation in writing of such verbal order given by the Engineer shall be deemed to be an order in writing within the meaning of this Clause. Such confirmation is to be issued as soon as practicable. Provided further that if the Contractor shall within seven days confirm in writing to the Engineer and such confirmation shall not be contradicted


in writing within fourteen (14) days by the Engineer, it shall be deemed to be an order in writing by the Engineer.

18.5 Value of variations

a) Following a request for a variation, the Contractor must prepare, within seven (7) days, a detailed lump sum price of the variation and an estimate of the possible effect of the variation on the Scheduled Completion Date. The lump sum price for the variation shall be in accordance with the Contract and based upon the breakdown of Lump Sum amount or schedules of rates. If no rates are available then the Engineer shall fix a level of compensation as is reasonable in the opinion of the Engineer without prejudice to the rights of either party. When the agreement on price and schedule of the variation is reached, the Contractor must immediately start the execution of the variation and the Engineer shall issue a written order in respect of the change, which shall be used for the relevant contract revision.

b) Variations to the Contract Price and the Scheduled Completion Date shall only be valid if a Contract Revision is issued in respect thereof.

c) Where additional time is negotiated and granted in respect of a request for variation, such additional time includes the cumulative effects of all the variations previously authorized by the Engineer, and there can be no further negotiations for further additional time in respect of that variation.

d) In the event the Contractor believes that any instruction, interpretation or decision received from the Engineer and any other act of Engineer affects the Works and should be considered as a variation, and the Engineer does not issue the relevant written order of Contract Revision, the Contractor is entitled to make a formal written request for a Contract Revision by fax a registered letter within seven (7) days starting from the date of the event on which the request is based. The Contractor shall furnish a relevant detailed estimate for the effect on the Contract Price and the Scheduled Completion Date as soon as possible.

e) If the Contractor fails to make the aforementioned formal written request in respect of a variation or other circumstances, the Contractor shall not be entitled to a Contract Revision and loses the right to apply for variation to the Contract Price or Scheduled Completion Date on the basis of such variation or other circumstances even if such variation or other circumstances are known or ought to be known.


19 CLAIMS

19.1 Submission of Claims

The Contractor shall send to the Engineer’s Representative once in every month an account giving particulars (as full and detailed as possible) of all claims for any additional expense to which the Contractor may consider himself entitled and of all additional works ordered by the Engineer which he has executed during the preceding month. No claim for any such works will be considered which has not been included in such particulars and which had not been submitted within thirty (30) calendar days after completion of the relevant works.


19.2 Notice of Claim

19.2.1 If the Contractor intends to claim any additional payment pursuant to any clause of these Conditions other than sub-clause 19.1, he shall give notice in writing of his intention to the Engineer within seven (7) calendar days after the happening of the event(s) giving rise to the claim. Upon the happening of such event(s), the Contractor shall keep such contemporary records as may reasonably be necessary to support any claim he may subsequently wish to make.

19.2.2 Without necessarily admitting the Owner’s liability, the Engineer may, upon receipt of a notice under this sub-clause, instruct the Contractor to keep such contemporary records or further contemporary records as the case may be as are reasonable and may be material to the claim, of which notice has been given, and the Contractor shall keep such records. The Contractor shall permit the Engineer to inspect all records kept pursuant to this sub-clause and shall supply him with copies thereof as and when the Engineer shall so instruct.

19.2.3 After the giving of a notice to the Engineer under this sub-clause, the Contractor shall as soon as is reasonable in all circumstances send to the Engineer a first interim account giving full and detailed particulars of the account claimed to that date and of the grounds upon which the claim is based. Thereafter at such intervals as the Engineer may reasonably require, the Contractor shall send to the Engineer further up-to-date accounts giving the accumulated totals of the claim and any further grounds upon which it is based.

19.2.4 If the Contractor fails to comply with any of the provisions of this sub-clause in respect of any claim which he shall seek to make, then the Contractor shall be entitled to payment in respect thereof only to the extent that the Engineer has not been prevented from and substantially prejudiced by such failure in investigating the said claim.

19.2.5 The Contractor shall be entitled to have included in any interim payment certified by the Engineer pursuant to Clause 21, such amount in respect of any claim as the Engineer may consider due to the Contractor provided that the Contractor have supplied sufficient particulars to enable the Engineer to determine the amount due. If such particulars are insufficient to substantiate the whole of the claim, the Contractor shall be entitled to payment in respect of such part of the claim as the particulars may substantiate to the satisfaction of the Engineer.


20 CONSTRUCTION PLANT TEMPORARY WORKS AND MATERIALS

20.1 Construction Plant etc exclusive use for the Works

All construction equipment obtained or furnished by the Contractor for use at the Site shall be in first class operating conditions and suitable for the safe and efficient performance of the Works. All construction Plant Temporary Works and Material provided by the Contractor shall, when brought into the Site, be deemed to be exclusively intended for the construction and completion of the Works, and the Contractor shall not remove the same or any part thereof (save for the purpose of moving it from one part of the Site to another) without the consent in writing of the Engineer which shall not be unreasonably withheld.

20.2 Removal of Temporary Works/Facilities and Construction Plant

Upon completion of the Works, the Contractor shall remove from the Site all the said Construction Plant and Temporary Works/Facilities remaining thereon provided by the Contractor.

20.3 Owner not Liable for Damage to Construction Plant etc.

The Owner shall not at any time be liable for the loss of or injury to any of the said Construction Plant Temporary Works or materials.

20.4 Import/Re-export of Temporary Work Facilities and Construction Plant

With the framework of the laws, regulations, customs regulations and import licenses, the Contractor is entitled to import equipment and materials for execution of the Works under the Contract and to re-export the same after completion of the Works. The Contractor covenants to pay all duties levied on equipment and materials temporarily imported for the execution of the Works. The Contractor shall be responsible for all necessary formalities with competent authorities for such import and export.

20.5 Customs Clearance and Duties

The Contractor shall have complete responsibility for customs formalities and clearance, which shall be deemed included in the Contract Price.


The Customs duties levied on all Construction Plant, materials and equipment imported into Great Jamaheriya to perform the Works shall be paid by the Contractor and shall be deemed included in the Contract Price. Assistance by the Owner will be limited to providing the Contractor with a certificate stating that the Works are being executed for the Owner.

20.6 Surplus Materials

Only those surplus materials which are necessary under the Owners Requirements shall remain on-site, including spare parts, upon completion of the Works. These shall become the Owner’s property and the same shall be handed over to the Owner in a manner as required by the Engineer and/or Engineer’s Representative. All other materials are to be disposed of to an agreed location. These locations are to be agreed with the Owner and Engineer.

21 CONTRACT PRICE – CERTIFICATES AND PAYMENTS

21.1 Contract Price

The Owner shall pay the Contractor for all materials and services supplied by the Contractor in performing his obligations under the Contract and the total of the sums payable shall constitute the Contract Price The Contract Price shall be payable as per agreed terms and conditions set out in the Preamble & Form of Contract and shall be deemed to constitute the full and complete compensation to the Contractor for performing the Works in accordance with the Contract, and shall be deemed to include everything required to perform the Works to the satisfaction of the Owner.

21.2 Cost Elements

The sums payable shall be calculated in accordance with the provisions of Clauses 17 and 18, or as otherwise provided in the Contract Documents. A breakdown of costs shall be provided by the Contractor as and when requested by the Engineer.

21.3 Monthly Progress Statements

The Contractor shall submit to the Engineer after the end of each month a Statement (in such form if any as may be prescribed by the Engineer), based upon achievement of verifiable physical progress of the Works, showing:


a) The estimated contract value of the Works and Services executed

up to the end of that month. b) The estimated amounts to which the Contractor considers himself

entitled in connection with all other matters for which provision is made under the Contract, including defined Milestones, if any, for which separate amounts are included in the schedules.

21.4 Monthly Payments

a) All payments shall be invoiced in Libyan Dinars in such form as may be prescribed by the Engineer.

b) Any payments are to be made in the proportions as per the

Contract Preamble and Form of Agreement

The conversion rate will be fixed as at the Base Date or a further date that is to be agreed between the Owner and the Contractor.

The proportions stated above will also be applicable to the following :

(a) payment of the delay compensation specified in these Conditions of Contract shall be made in the currencies and proportions specified in the Contract Preamble;

(b) other payments to the Owner by the Contractor shall be made in the currency in which the sum was expended by the Owner, or in such currency as may be agreed by both Parties;

(c) if any amount payable by the Contractor to the Owner in a particular currency exceeds the sum payable by the Owner to the Contractor in that currency, the Owner may recover the balance of this amount from the sums otherwise payable to the Contractor in other currencies; and

(d) if no rates of exchange are stated in the Contract, they shall be those prevailing on the Base Date and determined by the central bank of the Country.

c) The Owner shall pay to the Contractor the amount which in the

opinion of the Engineer on the basis of the monthly Progress Payment Certificate, is due to the Contractor on account of Sub-Clause 21.3 less a retention as provided in sub-clause 21.6 hereafter and less advance payment as per sub-clause 21.9 hereafter less any agreed amounts due to the Owner.

d) Within 30 (thirty) days of the date of delivery to the Engineer or

Engineer’s Representative in accordance with sub-clause 21.3


here-above, the Contractor’s monthly statement, the Engineer shall certify and the Owner shall pay to the Contractor (after deducting any previous payments on account and retention) within a further 30 (thirty) days of the date of receipt by the Owner at Azzawiya of the Contractor’s invoice translated into Arabic duly stamped and signed by the appropriate Libyan Taxation Department attached with a copy of the relevant monthly statement approved by the Engineer.

21.5 Final Account

Not later than three months after the date of the Completion Certificate, the Contractor shall submit to the Engineer a Statement of Final Account and supporting documentation showing in detail the value in accordance with the Contract, together with all further sums, which the Contractor considers to be due to him under the Contract. Within three (3) months after receipt of this final account and of all information reasonably required for its verification, the Engineer shall issue a Final Certificate stating the amount which in his opinion is finally due under the Contract and after giving credit to the Owner for all amounts previously paid by the Owner and for all sums to which the Owner is entitled other than under Clause 14, the balance if any due from the Owner to the Contractor or from the Contractor to the Owner as the case may be. Such balance shall, subject to the Clause 15 here-before be paid to or by the Contractor as the case may require within thirty (30) days of the date of the Final Maintenance Certificate issued by the Engineer.

21.6 Retention

The retention to be made pursuant to sub-clause 21.4(c) shall be a sum equal to five percent (5%) of the gross amount due to the Contractor in respect of the Contract Works.

21.7 Payment of Retention Money

The retention money shall be paid to the Contractor as follows: a) 50% (fifty percent) of the retention money within thirty days after

the issue of the Completion Certificate for the Whole of the Works; and

b) the remaining 50% (fifty percent) of the retention money within

thirty (30) days from the date of issue of the Maintenance Certificate for the Whole of the Works provided there shall be no claim against the Contractor from any third party including any outstanding claim from Libyan Tax Department.


c) the remaining 50% (fifty percent) of the retention money as under

(b) hereinabove may be paid to the Contractor together with the payment under (a) hereinabove provided an unconditional and irrevocable Bank Guarantee equivalent to the same amount of remaining retention money is provided by the Contractor in terms approved by the Owner from an acceptable Bank in Great Jamaheriya. Such Bank Guarantee shall remain valid up to the end of the Maintenance Period.

21.8 Payment in Foreign Currency

If the execution of the Works shall necessitate the importation of materials, plant or equipment from a country other than that in which the Works are being executed, or if the Works or part thereof are to be executed by labour imported from any other such country, or if any other circumstances shall render it necessary or desirable, a proportion of the payments to be made under the Contract shall be made in a Foreign Currency as specified in the Contract.

21.9 Advance Payment

On the written request of the Contractor the Owner will, after the signing of the Contract, make an Advance Payment of 10% (ten per cent) of the Contract Price as an interest free amount, provided that the Contractor furnishes at his own expense a bank guarantee in the form of Stand-by Letter of Credit (L/C) equivalent to the value of the advance payment valid up to the date of issue of Completion Certificate of the Works and acceptable to the Owner from/or through a recognised Commercial Bank operating in the Great Socialist People’s Libyan Arab Jamaheriya for the repayment on demand of the whole or any outstanding balance of the said advance. The Advance Payment shall be paid without retention and shall be recoverable from subsequent monthly invoice for payment. The repayment of the Advance Payment is to be 10% of the monthly payment statement, deducted upto the cumulative amount of the Advance Payment, provided always that, in the event of the Contract being determined under the provision of the Contract, the Owner may deduct the balance of the Advance outstanding from any money due or that may become due to the Contractor, or the Contractor shall on demand pay to the Owner the amount of such balance and it shall be deemed a debt due by the Contractor to the Owner and shall be recoverable accordingly. When the advance payment has been recovered by 50% (fifty percent) by the Owner, the value of Stand-by L/C shall be reduced by 50% (fifty percent) but with the same validity,


and upon 100% recovery of Advance Payment, the Stand-by L/C shall be returned to the Contractor by the Owner.

22 APPROVAL ONLY BY MAINTENANCE CERTIFICATE

No certificate other than the Maintenance Certificate referred to in Clause 24 hereof shall be deemed to constitute approval of any Works or other matter in respect of which it is issued or shall be taken as an admission of the due Performance of the Contract or any part thereof or of the accuracy of any claim or demand made by the Contractor or by additional or varied Works having been ordered by the Engineer, nor shall any other certificate prejudice any of the powers of the Engineer.

23 CORRECTION AND WITHHOLDING OF CERTIFICATES

The Engineer shall have power to omit from any certificate the value of any Works done, equipment or materials supplied or services rendered with which he may for the time being be dissatisfied and for that purpose or for any other reason which to him may seem proper may by any certificate delete, correct or modify any sum previously certified by him.

24 MAINTENANCE CERTIFICATE

The Contract shall not be considered as completed until a Maintenance Certificate shall have been signed by the Engineer and delivered to the Owner stating that the Works and Services have been completed and maintained to his satisfaction. The maintenance Certificate shall be given by the Engineer thirty (30) days after the expiration of the Maintenance Period (or if different Maintenance Period shall become applicable to different parts of the Works, the expiration of the latest such period) or as soon thereafter as any Works ordered during such period pursuant to Clause 16 hereof shall have been completed to the satisfaction of the Engineer and full effect shall be given to this Clause notwithstanding any previous entry on the Works on the taking, possession, Working or using thereof or any part thereof by the Owner. The issue of the Maintenance Certificate shall be a Condition Precedent to payment to the Contractor of the Retention Money in accordance with the conditions set out in the sub-clause 21.7 herein.

The Maintenance Certificate shall not be issued to the Contractor until

he has submitted a release note (Form of Release) in the form and substance as provided in the Contract.


25 CESSATION OF OWNER’S LIABILITY

The Owner shall not be liable to the Contractor for any matter or thing arising out of or in connection with the Contract or the execution of the Works unless the Contractor shall have made a claim in writing in respect thereof before the issuance of Maintenance Certificate.

26 UNFULFILLED OBLIGATIONS

Notwithstanding the issue of the Maintenance Certificate, the Contractor and the Owner shall remain liable for the fulfilment of any obligation incurred under the provisions of the Contract prior to the issue of the Maintenance Certificate which remains unperformed at the time such certificate is issued and for the determining the nature and extent of any such obligation the Contract shall be deemed to remain in force between the parties thereto.

27 REMEDIES AND POWER

27.1 Remedies and Powers

If the Contractor shall become bankrupt or have a receiving order made against him or shall present his petition in bankruptcy or shall make an arrangement with or assignment in favour of his creditors or shall agree to carry out the Contract under a committee or inspection of his creditors or (being a corporation) shall go into liquidation (other than a voluntary liquidation for the purpose of amalgamation or reconstruction) or if the Contractor shall assign the Contract without consent in writing of the Owner first obtained or shall have an execution levied on his goods or if the Engineer shall certify in writing to the Owner that in his opinion the Contractor: a) has abandoned the Contract; or b) without reasonable excuse has failed to commence the Works or

has suspended the progress of the Works for thirty (30) days after receiving Engineer’s written notice to proceed; or

c) has failed to remove materials from the Site or to pull down and

replace work for thirty (30) days after receiving from the Engineer’s written notice that the said materials or work has been condemned and rejected by the Engineer under these Conditions of Contract; or


d) is not executing the Works in accordance with the Contract or persistently or flagrantly neglecting to carry out his obligations under the Contract; or

e) has to the detriment of good workmanship or in defiance of the

Engineer’s instructions to the contrary, sub-let any part of the Contract; or

f) has failed to comply with Owners Requirements, specifications,

instructions and Conditions of Contract, or to deliver materials in whole or in part in accordance with the Contractor’s promise (which shall be grounds for cancellation by the Owner without penalty); or

g) has failed to comply with its representation and warranties under

the Contract and failed to remedy such non-compliance within a reasonable time following receipt of written Notice thereof; or

h) has himself or through others, directly or indirectly, practice any

means of cheat, deceit or trick in execution of the Contract or in dealing with the Owner, the Engineer or Engineer’s Representative, during the execution of the Contractor; or

i) has himself or through others directly or indirectly tried to bribe any

of the employees working for the Owner or the Engineer’s Representative or has by plotting with any one of those tried to commit bribery so as to harm the Owner, the Engineer, Engineer’s Representative or Public interest, then the Owner shall have the right to either cancel the Contract or withdraw it from the Contractor,, without need to reference to judiciary or taking any other action by giving fourteen (14) days notice in writing to the Contractor the Owner shall then enter upon the Site of the Works and expel the Contractor therefrom without thereby voiding the Contract or releasing the Contractor from any of his obligations or liabilities under the Contract or affecting the rights and Powers conferred on the Owner or the Engineer by the Contract and may himself complete the Works or may employ any other Contractor to complete the Works and the Owner or such other Contractor may use for such Completion so much of the Construction Plant Temporary Works and Equipment and Materials which have been deemed to be reserved exclusively for the construction and completion of the Works under the provisions of the Contract as he or they may think proper and the Owner may at any time sell any of the said Construction Plant Temporary Works and unused Materials and apply the proceeds of sale in or towards the


satisfaction of any sums due to which may become due to him from the Contractor under the Contract.

27.2 Valuation at Date of Forfeiture

The Engineer shall, as soon as may be practicable after any such entry and expulsion by the Owner, fix and determine ex-part or by or after reference to the parties or after such investigation or enquiries as he may think fit to make or institute and shall certify what amount (if any) had at the time of such entry and expulsion been reasonable earned by or would reasonable accrue to the Contractor in respect of Works then actually done by him under the Contract and what was the value of any of the said unused or partially used Materials and Construction Plant and any Temporary Works.

27.3 Payment after Forfeiture

If the Owner enter and expel the Contractor under this Clause, he shall not be liable to pay to the Contractor any money on account of the Contract under the expiration of the Maintenance Period and thereafter until the costs of Completion and Maintenance Damages for Delay in Compliance (if any) and all other expenses incurred by the Owner have been ascertained and the amount thereof certified by the Engineer. The Contractor shall than be entitled to receive only such sum or sums (if any) as the Engineer may certify would have been due to him upon due completion by him after deducting the said amount. Further, if such amount should exceed the sum which would have been payable to the Contractor on due completion by him, then the Contractor shall upon demand pay to the Owner the amount of such excess and it shall be deemed a Debt due by the Contractor to the Owner and shall be recoverable accordingly. If the Owner decides to assign the remaining works to another Contractor and by doing so saves money on completion of the work then the Contractor shall not be entitled to claim the difference.

28 URGENT REPAIRS

If by reasons of any accident of failure or other event occurring to or in connection with the Works or any part thereof, either during the execution of the Works or during the Maintenance Period, any remedial or other Works or repair should in the opinion of the Engineer or the Engineer’s Representative be urgently necessary for security and the Contractor is unable or unwilling at once to do such Works or repair, the Owner may by his own or other Workmen do such Works or repair as


the Engineer or the Engineer’s Representative may consider necessary. If the Works or repair so done by the Owner are Works which, in the opinion of the Engineer, the Contractor was liable to do at his own expense under the Contract, all costs and charges incurred by the Owner, in so doing shall, on demand, be paid by the Contractor to the Owner or may be deducted by the Owner from any money due or which may become due to the Contractor, provided always that the Engineer or the Engineer’s Representative (as the case may be) shall as soon after the occurrence of any such emergency as may be reasonably practicable, notify the Contractor thereof in writing.

29 FORCE MAJEURE

29.1 Force Majeure

No party to this Contract shall be liable to the other party for any failure of or delay in performance of its obligations hereof or be deemed to be in Breach of this Contract, if such failure or delay have arisen from “Force Majeure”. Force Majeure is defined as circumstances and conditions beyond the control of either party, which would render it impossible for either the Owner or the Contractor to fulfil their obligations under the Contract or delay such fulfilment. Any of the following matters are considered “Force Majeure” only if strictly in accordance with the definition given above, such as WAR, HOSTILITIES, ACTS OF GOD. If either party to the Contract is prevented or delayed from or in performing any of his obligations under the Contract by Force Majeure, he may notify the other part of the circumstances constituting the Force Majeure and of the obligation, performance of which is thereby delayed or prevented, and the party giving notice shall thereupon be excused the performance or punctual performance, as the case may be, of such obligation for so long as the circumstances of prevention or delay may continue. If circumstances and conditions of Force Majeure persist for more than six (6) months, either the Owner or the Contractor shall have the right to terminate the Contract or to negotiate any further extension of the above-mentioned by issuing written notice within thirty (30) days after the period aforesaid.


29.2 Outbreak of War

If during the currency of the Contract there shall be an outbreak of War (whether war is declared or not), in any part of the World which materially affects the execution of the Works, the Contractor shall, unless and until the Contract is terminated under the provisions in the Clause contained, use his best endeavors to complete the execution of the Works provided always that the Owner is entitled at any time after such outbreak of War to terminate his Contract by giving Notice in writing to the Contractor and upon such Notice being given the Contract shall (save as to the rights of the parties under this Clause) terminate but without prejudice to the rights of either party in respect of any antecedent breach thereof.

29.3 Removal of Construction Plant on Termination

If the Contract shall be terminated under the provisions of the last preceding sub-clause, the Contractor shall with all reasonable despatch remove from the Site all Construction Plant and Temporary Work/Facilities and shall give similar directions to his Subcontractors to do so.

29.4 Payment in Event of Termination caused by Force Majeure

In the event of the Contract being terminated by Force Majeure, the Owner shall only pay to the Contractor any outstanding money due in respect of actual Works executed and certified by the Engineer upto the time of occurrence of Force Majeure and shall release all guarantees, provided that the Contractor’s all other obligations are fulfilled.

30 SETTLEMENT OF DISPUTES

30.1 Settlement of Disputes – Arbitration

If any dispute or difference of any kind whatsoever should arise between the Owner or the Engineer and the Contractor in connection with or arising out of the Contract or the carrying out of the Works (whether during the progress of the Works or after their completion and whether before or after the Termination, Abandonment or Breach of the Contract), it shall in the first place be referred to and settled by the Engineer who, within a period of ninety (90) days after being requested by either party to do so, shall give written Notice of his decision to the Owner and the Contractor. Save as hereinafter provided, such decision in respect of every matter so referred shall be final and binding upon the Owner and the


Contractor until the completion of the Works and shall forthwith be given effect to by the Contractor who shall proceed with the Works with all due diligence whether he or the Owner requires Arbitration as hereinafter provided or not. If the Engineer has given written Notice of his decision to the Owner and the Contract and no claim to arbitration has been communicated to him by either the Owner or the Contractor within a period of 90 days from receipt of such Notice, the said decision shall remain final and binding upon the Owner and the Contractor. If the Engineer should fail to give Notice of his decision as aforesaid within a period of 90 days after being requested as aforesaid or if either the Owner or the Contractor be dissatisfied with any such decision, then and in any case either the Owner or the Contractor may, within 90 days after receiving Notice of such decision or within 90 days after the expiration of the first named period of 90 days (as the case may be), require that the matter or matters in dispute be referred to Arbitration as hereinafter provided.

30.2 Arbitration Procedure

All disputes or differences in respect of which the decision, if any, of the Engineer has not become final and binding as aforesaid shall be finally settled under the Rules of Arbitration of the Great Socialist People’s Libyan Arab Jamaheriya by three (3) arbitrators appointed in accordance with the said rules. The party wishing arbitration shall notify the other party of the matters to be referred to arbitration together with the nomination of his arbitrators. If the other party fails to appoint its own arbitrator within thirty (30) days of being notified, the other party’s arbitrator shall be appointed by the President of the International Chamber of Commerce in Paris. The two arbitrators acting as Chairman of the Board of Arbitration and if they, within 30 days of being appointed, cannot agree on this choice, the party requesting arbitration or both parties shall report to the President of the International Chamber of Commerce in Paris to designate the third arbitrator.

The said third arbitrator should have no relation or connections whatsoever with any of the Contracting Parties or their affiliates or any interests in petro, dredging and Major Project Civil Engineering industries.

He should also be a subject of a State which has diplomatic relations

with the countries of the contracting parties. The Board of Arbitration so formed shall lay down Rules and Procedures governing its actions and shall decide according to the Arbitration and other Laws of the Great Socialist People’s Libyan Arab


Jamaheriya. Arbitration proceeding shall be carried out in Paris (or any other place in West Europe) chosen by the Arbitration Board. The Arbitration Board shall issue the award by majority within three (3) months of nomination of the Chairman of the Board. The parties undertake to fulfil the arbitrator’s award which they shall regards as final and binding to both parties. The said arbitrators shall have full power to open up and review or revise any decision, opinion, direction, certificate or valuation of the Engineer and neither party shall be limited in the proceeding before such arbitrators to the evidence or arguments but before the Engineer for the purpose of obtaining the said decision. No decision given by the Engineer in accordance with the foregoing provisions shall disqualify him from being called as a witness and giving evidence before the arbitrators on any matter whatsoever relevant to the dispute or difference referred to the arbitrators as aforesaid.

31 NOTICES

31.1 Service of Notices on Contractor

Any notice to be given to the Contractor under the terms of the Contract shall be served by delivering the same by post or leaving the same at the Contractor’s principal place of business (or in the event of the Contractor being a Company, to or at it’s Registered Office).

31.2 Service of Notices on Owner

Any notice to be given to the Owner under the terms of the Contract shall be served by delivering the same by post or leaving the same at the Owner’s main office in Azzawiya, Great Socialist People’s Libyan Arab Jamaheriya.

32 INCREASED COSTS

The Unit of Rates and Prices included in the Contract are fixed and firm and are not subject to any change for any reason for the period specified in the Contract and any extension thereof as agreed by the Owner. In the event that there are in the future, after the signing of the Contract, any new changes in Libyan Corporate Tax Laws effecting the price of the Contract, then the Contractor will be duly compensated by the Owner subject to a negotiated settlement in the Contract Rates and Prices based on actual proved cost variations resulting from such new and unanticipated legislation.


33 TAXES

33.1 Taxation

The Contractor shall be responsible to pay to the appropriate Authorities for all taxes, duties and levies due from the Contractor in connection with the Works or with his business wherever these arise and will produce evidence of due payments with each certificate.

33.2 Registration Fee and Stamp Duties

The Contractor shall register this Contract with the appropriate authorities in Great Jamaheriya and shall pay directly the registration fee and stamp duty and shall provide the Engineer with copies of this Contract duly stamped, together with any relevant correspondence submitted to the Revenue Department in Great Jamaheriya in connection therewith. It is the Contractor’s responsibility to provide for registration and translation of this Contract into Arabic, all costs and charges are deemed included in the Contract Price.

33.3 Taxes and Social Insurance Deductions

a) The Contractor shall be responsible for the deduction of personal income tax, Jehad and the like etc payable in accordance with the provisions of the Income Tax Law in Great Jamaheriya and the payment of such taxes and compulsory contributions for staff and labour under the Social Insurance Law in Great Jamaheriya and shall ensure that its Subcontractors and Suppliers comply with the same.

b) Charges for work permits, entrance Visas for personnel visiting or

working shall be the responsibility of the Contractor.

c) All other taxes and charges on personnel effects, imported into Great Jamahiriya, imposed by the Government in Great Jamahiriya, shall be tat the Contractors cost.

d) All lump sum prices must include but not limited to all taxes,

duties, INAS, imposts or leveies wherever these arise in connection with the Work

e) All formalities concerning permits, passes, customs clearance,

visas, insurance, importation of tools, equipment, materials, Site


Facilities etc, if any, shall be at the Contractors cost and responsibility.

33.4 Profit Tax

The Contract Price must include for the payment by the Contractor and its Subcontractors and Suppliers of all taxes, duties and levies including Corporate and Jehad Tax payable in Great Jamaheriya in connection with the Works, wherever these occur.

33.5 Filing of Tax Returns

The Contractor shall file his tax returns to the Tax Authorities within the time required by the Tax Laws. The Owner may require receipts or other documents evidencing tax payments made, which the Contractor shall provide.

34 GOVERNING LAW

34.1 Law Governing Contract

The relevant law of this Contract shall be the Law of the Great Socialist People’s Libyan Arab Jamaheriya.

34.2 Compliance with Laws

The Contractor warrants that in performing the Works of this Contract he will comply with all applicable Governmental Codes, Laws and Regulations, local or national, of the Great Socialist People’s Libyan Arab Jamaheriya and that he will prior to the delivery of equipment or material supply whatsoever Governmental or other authorisation markings stamped on the materials or equipment as are required to allow the material or equipment to be placed in operation.

34.3 Bribery

Any commission, advantage, gift, gratuity reward or bribe given, promised or offered by or on behalf of the Contractor or his agent or servant or any other person on his or their behalf to any officer, servant, representative or agent of the Owner or of the Engineer or of the Engineer’s Representative or to any person on their behalf or on behalf of any of them in relation to the obtaining or to the execution of this or any other contract with the Owner shall in addition to any criminal liability which may be thereby incurred subject the Contractor to the cancellation of this and of all other contracts which he may have entered into with the Owner and also to the payment of any loss or damage


resulting from such cancellation. The Owner shall be entitled upon a certificate in writing of the Engineer stating the value of loss or damage arising from cancellation to deduct the amounts so certified for any money or otherwise due to the Contractor under this or any other contract or to recover the said amount as a debt due or partly the one and partly the other as the Owner shall deem advisable.

35 ACCESS TO SITE

35.1 Access to the Site

Access to the Site shall be only by authorised routes and through authorised gates as notified to the Contractor from time to time by the Engineer. All persons entering the Site for the purposes of their lawful business may do so only with the express permission of the Engineer. The Contractor shall use every reasonable means to prevent any of the highways, roads or bridges communicating with or on the routes to the Site from being damaged by the traffic of the Contractor or any of his Sub-contractors and in particular shall select routes, choose and use vehicles and restrict and distribute loads so that the movement of materials, Plant, Contractor's equipment etc., to and from the Site shall not damage such highways, roads and bridges.

Should any highway, road or bridge be damaged or injured by such traffic as aforesaid then:-

(c) If the highway, road or bridge is vested in or maintainable by the Owner, the Contractor shall at his own cost make good all such damage or injury to the entire satisfaction of the Owner or if the Owner shall prefer to do the making good, the Contractor shall pay to the Owner or the Owner may deduct from any monies due to the Contractor or otherwise recover from the Contractor so much of the cost incurred by the Owner in so making good the highway, road or bridge as shall be attributable to the damage or injury caused by or due to such traffic as aforesaid.

(d) In any other case, the Contractor shall indemnify and keep indemnified the Owner from and against and shall himself be responsible for and shall meet and discharge all claims, demands, proceedings, damages, and expenses in respect of any such damage or injury to highway, road or bridge(s). In case of failure of the Contractor in settling the claim and in case the Owner is held responsible for payment to the authorities, then the Owner shall settle the claim and the Owner's expenses in this regard, as certified by the Engineer shall be deducted from the Contractor's dues.


Where the nature of the Works is such as to require the use by the Contractor of water-borne transport, the foregoing provisions of this clause shall be construed as though 'highway' included a lock, dock, sea wall or other structure related to a waterway and 'vehicle' included water-craft, and shall have effect accordingly.

35.2 Construction Roads

No traffic is permitted across the Site other than by specially constructed or designated working roads. The Contractor shall be responsible for the proper use of roads and hard-standing, etc. used by his vehicles.

35.3 Authorised Vehicles

Only vehicles duly authorised by the Engineer may enter the Site.

35.4 Parking

Parking of vehicles and equipment shall be in such places and in such manner as laid down by the Engineer. Any breach of this condition by private vehicles will automatically involve cancellation of the authorisation of entry for the vehicle concerned.

36 SERVICES SUPPLIED BY THE OWNER

36.1 Site and Site Services

The Owner will provide for the use of the Contractor for the duration of the Contract, free of charge, an undeveloped area in the Refinery Premises for his Site Offices, Workshops, Stores and Temporary Works.

36.2 Supply of Water & Electricity

A Connection for electricity and water for the Site shall be provided by the Owner free of charge, and will be available at a designated area within the refinery. Supplies of water, power and other utility services are for use during the construction of the Works. The contractor is provide all cables, pipework, fittings from the point of connection to service their needs and that of the Engineer and Engineers Representative.


The necessary (temporary) sub-station, connection to the existing supplies, the laying of cables for electricity and telephone shall be at the Contractor’s cost. The temporary supply is to be removed at the Completion of the works at the Contractors Cost. Also the connection to existing supply, the necessary water tanks and the laying of water pipes shall be at the Contractor’s cost. The Contractor shall be responsible for all sanitary facilities and sewage disposal arrangement at the Site, medical and first aid facilities as required by the Government or local authority regulations, and arrangements for emergency ambulance and hospital services and to be removed after completion of works.

36.3 Contractor’s residential camp and services

The Owner shall issue to the Contractor a letter to assist the Contractor with the Local Authority in obtaining an area for his residential camp. The Contractor shall be directly responsible to the respective authorities for payment of all utilities.

37 SERVICES SUPPLIED BY THE CONTRACTOR

37.1 Housing

The Contractor shall provide housing, food and transportation etc at his own cost for all their staff, personnel or labour engaged on Works.

37.2 General

All facilities and utilities required for the execution of the Contract not specifically listed as being supplied by the Owner shall be supplied by the Contractor. This shall include, but not be limited to, all means of transportation for men and materials, together with fuelling and maintenance/repairs thereof. All communications facilities shall be provided by the Contractor. Facilities erected by the Contractor must be of a type approved by the Engineer. All fencing and service connections must be approved by the Engineer in all particulars.

37.3 Offices, Stores, etc.

The Contractor shall provide at locations agreed with the Engineer offices, stores, workshops, compounds, parking areas, stockpiles, etc. as necessitated by his and his Subcontractors’ contractual commitments.


37.4 Safeguarding of Stores and Examination of Construction Plant

The Contractor shall be responsible for his and his Subcontractor’s security with respect to offices, stores, materials and other supplies. The Owner reserves the right to search lockers, vehicles and persons employed on the Site at any time and in any place. The Contractor shall also ensure that designated standards of safety in construction Works for this Site are applied in the execution of his Works. The Engineer shall have the right at any time to require testing or examination at the Contractor’s cost of any facilities to ensure their safe conditions. It will be necessary therefore for the Contractor to ensure that manufacturer’s operating and maintenance instructions are available for the use of the Engineer in this connection.

37.5 Fire Protection

The Contractor shall himself be responsible for fire protection of his buildings, plants and stores.

37.6 Handling of Stores

The Contractor shall provide open and covered storage suitable for the “bought-in” items all as defined in the Specification. The complete handling and care of materials supplied by the Contractor at the Contractor’s place of storage for incorporation in the Permanent Works shall be the responsibility of the Contractor and/or his Sub-Contractors. This shall include but not be limited to up-lifting from the Contractor’s store, transporting, handling, re-handling, protecting, storing and accounting for such materials. In addition the Contractor shall have similar responsibilities in respect of any permanent plant and materials supplied by the Contractor under the Contract.

37.7 Contractor’s Responsibility for Materials etc.

In the event of the Contractor being required to incorporate in the Works or in the material and/or equipment to be supplied by the Contractor under the Contract or attachments thereto, or to connect thereto or to hold on behalf of the Engineer or the Owner material or equipment which is supplied to the Contractor directly or indirectly by the Engineer or the Owner, the Contractor shall be wholly responsible for any loss or damage whatsoever of or to the material or equipment so supplied to him from the time it comes into his possession until it comes into the possession of the Owner or of some other person to whom the Contractor shall have been directed to deliver it.


37.8 Notice of Accidents

In the case of any casualty or accident occurring on the Site during the carrying out of the Works or any Temporary Works, the Contractor shall comply with any subsisting legal obligation requiring him to give notice of such casualty or accident to any person or persons and supply the Engineer with three copies of any notice so given. In any event written notification of all accidents shall be submitted to the Engineer within 24 hours.

37.9 Life Saving Apparatus

The Contractor shall provide and maintain upon the Works sufficient proper and efficient life-saving and first-aid appliances and in compliance with statutory or other regulations. These appliances shall be available for use at all times.

38 EFFECTIVE DATE OF CONTRACT

The Effective Date of the Contract shall be the date of signing the Contract by both parties, unless otherwise specified in the Contract Agreement. Upon the signing of the Contract by the Contractor, the project must be approved by the Observation Authorities, who will then instruct the Owner of its Decision. Then, and only then, will the Owner be in a position to countersign the Contract Documents. Only upon this countersigning will the contract be binding between the parties.

39 ENTIRETY OF CONTRACT

This Contract, together with the documents listed in the Preamble & Form of Agreement including all Owners Requirements, Contractors Documents, Drawings, Specifications, Standards, codes and other data referred to therein constitute the entire Documentation for the Contract between the Owner and the Contractor and supersedes all prior negotiations, representations or agreements related to the Works, either written or oral, including Owner’s Invitation for Proposals and Contractor’s Proposal except to the extent they are expressly incorporated herein.

40 ISRAELI BOYCOTT

The Contractor, his affiliates and Subcontractors acknowledge and undertake that they do not have any dealings, of whatsoever nature, with Israel.


They also undertake to abide by all the laws and regulations in respect of Israeli Boycott.

41 CUSTOM CLEARANCE AND PAYMENT OF CUSTOM DUTIES LEVIED ON MATERIALS AND EQUIPMENT FOR PERMANENT INSTALLATION

The Contractor shall have complete responsibility for customs formalities and clearance which shall be deemed included in the Unit of Rates and Prices under the Contract. In case customs duties or services charges are required to be paid to the competent customs authorities in Great Jamahiriya, the Contractor shall pay such duties/charges and the Owner shall reimburse those amounts shown in customs declaration.


PART 7 – CONTRACT FORMS


1 PERFORMANCE BOND (DRAFT)

N.B.: Specimen Text of a stand-by Letter of Credit provided that it is issued by a first class European Bank, and to be advised and confirmed by Libyan Arab Foreign Bank acceptable to Azzawiya Oil Refining Company Inc. (Text subject to adjustment as per the conditions of the Libyan Bank).

PERFORMANCE BOND (DRAFT)

From : _______________________________ (Bank) To : Libyan Arab Foreign Bank, Tripoli, Great Jamaheriya. Under our full responsibility and indemnity, you are kindly requested to advise the following text of stand-by letter of Credit adding you confirmation: Quote: By order and for the account of ______________________(Contractor), who have entered into a Contract with Azzawiya Oil Refining Company Inc., Great Jamaheriya, for ____________________________(Project). And whereas, Azzawiya Oil Refining Company Inc. Shall effect payments, against presentation from __________________(Contractor) of a Letter of Guarantee of ____________________________(Amount) issued by a Bank in favour of Azzawiya Oil Refining Company Inc. as guarantee of the fulfilment of thee obligations undertaken by __________________________________(Contractor) in respect of the above-mentioned contract. We, _________________________ (Bank) having our registered office at this irrevocable Stand-By Letter of Credit No. ___________________ for the amount of _________________________________________ to guarantee Azzawiya Oil Refining Company Inc., for the punctual and good performance by ______________________________(Contractor) of the Works in compliance with the obligations stated in the aforementioned Contract. This Stand-By Letter of Credit is payable at Libyan Arab Foreign Bank , Tripoli’s counter against Azzawiya Oil Refining Company Inc.,’s first simple demand in writing notwithstanding any objection of whatever nature by ________________________ (Contractor) or other authority and without recourse to any legal of judicial proceeding.


This Stand-By Letter of Credit is valid at Libyan Arab Foreign Bank, Tripoli’s counter upto ______________ after which date, and in the absence of your instructions within it s validity, will be automatically considered as null and avoid. This Stand-By Letter of Credit to texts, codes, dates etc., relating to a Contract, proforma invoice and/or any other documents will not affect our liabilities towards you under out undertaking to pay you its amount on your first simple demand according to Stand-By Letter of Credit conditions. Partial drawings are allowed upon your receipt of Azzawaiya Oil Refining Company Inc.,’s instructions. This Stand-By Letter of Credit is subject to the “UCP of the ICC Paris Revision 1993, Publication No. 500”. Unquote


2 ADVANCE PAYMENT (DRAFT)

NB: Specimen text of a stand-by Letter of Credit provided that it is issued by a first class European Bank and to be advised and confirmed by Libyan Arab Foreign Bank acceptable to Azzawiya Oil Refining Company Inc. ((Text subject to adjustment as per the conditions of the Libyan Bank)

ADVANCE PAYMENT (DRAFT) From : ________________________________ (Bank) To : Libyan Arab Foreign Bank, Tripoli, Great Jamaheriya Under our full responsibility and indemnity, you are kindly requested to advise the following text of stand-by Letter of Credit adding your confirmation Quote By order and for the account of _________________________ (Contractor), who have entered into a Contract with Azzawiya Oil Refining Company Inc., Great Jamaheriya, for ___________________________________ (Project). And whereas, Azzawiya Oil Refining company Inc. shall effect payments against presentation from ____________________ (Contractor) of a Letter of Guarantee of ______________________________ (Amount) issued by a Bank in favour of Azzawiya Oil Refining Company Inc. as guarantee of the fulfillment of the obligations undertaken by ___________________________ (Contractor) in respect of the above-mentioned Contract, Article 21.9 of the General Conditions of the Contract. We, _________________________________ (Bank) having our registered office at ________________________ and our head office at ___________________, issue this irrevocable Stand-By Letter of Credit No. _______ for the amount of _______________________________ to guarantee Azzawiya Oil Refining Company Inc. of the fulfillment of the obligations undertaken by _______________________(Contractor) in compliance with the above mentioned Contract. This Stand-By Letter of credit is payable at Libyan Arab Foreign Bank, Tripoli’s counter against Azzawiya Oil Refining Company Inc.’s first simple demand in writing notwithstanding any objection of whatever


nature by ___________________________ (Contractor) or other authority and without recourse to any legal or judicial proceeding. This Stand-By Letter of Credit is valid at Libyan Arab Foreign Bank, Tripoli’s counter upto _____________ after which date, and in the absence of your instructions within its validity, will be automatically considered as null and avoid. This Stand-By Letter of Credit is also renewable/extendable upon Azzawiya Oil Refining Company Inc’.s first simple demand. Any reference in the stand-By Letter of Credit to texts, codes, dates etc., relating to a Contract, proforma invoice and/or any other documents will not affect our liabilities towards you under our undertaking to pay you its amount on your first simple demand according to Stand-By Letter of Credit conditions. Partial drawings are allowed upon your receipt of Azzawiya Oil Refining Company Inc.,’s instructions. This Stand-By Letter of Credit is subject to the “UCP of the ICC Paris Revision 1993, Publication No. 500”. Unquote:


3 COMPLETION CERTIFICATE(SPECIMEN)

(Issued subject to clause 15 of the General Conditions of Contract)

Certificate No. __________ To: _____________________ _____________________ Contract No. _______________ *Section/ The Whole/Part Description of Works _________________________________________________________ In accordance with the provisions of the General Conditions, Clauses 15 which forms part of the Contract, it is certified that, subject to the Contractor’s agreement to finish any outstanding works listed below during the Maintenance Period and to execute all work of repair, amendment, reconstruction, rectification and making good and defects, imperfections, shrinkage and the faults in accordance with the provisions of the Contract, such outstanding work being therefore excluded form this Completion Certificate, the Works were completed to our satisfaction on the _______________ from which date the Maintenance Period shall commence. Signature: _________________ (The Engineer)\ Date: _________________ Signature: _________________ (The Owner) Date: _________________ We hereby acknowledge receipt of and confirm our acceptance of this Completion Certificate and our agreement to the Conditions therein contained. For: __________________ Signature: __________________ Title: __________________ Date: __________________ (Corporate of Company Seal)

*Delete as appropriate


PUNCH LIST / WORK OUTSTANDING


4 FORM OF RELEASE (SPECIMEN)

KNOW ALL MEN BY THES PRESENTS, THAT ___________________ (hereinafter refereed to as the Contractor) for and in consideration of the receipt of the sum of __________________________________ by the Contract from the Azzawiya Oil Refining Company Inc. (The Owner), representing the final payment under this Contract dated ____________ day of ________ 200____ between the Contractor and the Azzawiya Oil Refining Company Inc., Great Socialist People’s Libyan Arab Jamaheriya, hereby releases and forever discharges Azzawiya Oil Refining Company Inc. and their successors and assigns from all claims and demands whatsoever in any manner arising out of, or related to, said Contract or labour performed or materials and equipment furnished by the Contractor in connection with or incidental to the Project of ______________ of AZZAWIYA OIL REFINING COMPANY INC. at Azzawiya, Great Socialist People’s Libyan Arab Jamaheriya. In consideration of and for the purpose of inducing the Azzawiya Oil Refining Company Inc. to make the aforesaid final payment, the Contractor hereby represent, warrants and agrees that (1) all sums due to become due and all debts, accounts, damages, obligations, claims and demands of every nature and kind whatsoever in any manner arising out of, or related to, labour performed or materials and equipment furnished in connection with, or incidental to, said Project have been paid and satisfied, (2) there are no unsettled claims for injuries to, or death of, any persons or damage to, or destruction of, property in any manner arising out of, or related to , the aforesaid Project attributable to the Contractor and (3) it shall, subject to the provisions as stated in the Contract, indemnify and hold harmless the Azzawiya Oil Refining Company Inc. and its successors and assigns from and against any claims, demands, liens, judgment, attachments and costs related hereto in any manner arising out of, or related to, the aforesaid Project. IN WITHNESS WHEREOF the Contractor has caused this instrument to be executed by its duly authorized officers this _______________________ day of __________________ 200 ____ (Corporate of Company Seal) Attest ____________________________Name of Contractor _________________________ by _____________________________ Secretary Title______________________________


5 MAINTENANCE CERTIFICATE (SPECIMEN)

(Issued subject to clause 24 of the General Conditions of Contract)

Maintenance Certificate No. _______________.

To : _________________________ _________________________ Contract No. _________ Description of Works: ________________________________ ________________________________ It is certified that the Works have been completed and maintained to our satisfaction and that we have received a Form of Release in respect of all claims arising from such Works, dated ______________ Signature: ________________________ (The Engineer) Date: ________________________ Signature: ________________________ (The Owner) Date: ________________________ We hereby acknowledge receipt of and confirm our acceptance of this Maintenance Certificate. For: ________________________ Signature: ________________________ Title: ________________________ Date: ________________________ Note: The issue of the Maintenance Certificate in respect of the Whole of the Works discharges the Sureties/Surety from their/his liabilities contained in the Performance Bond for this Contract. Tc/foocbgs Sam/mma/July-03 241005

9R4944 - 0411 - EPC BD Vol I - Invitation to Bidder FINAL Rev0 20090623

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Transcript of 9R4944 - 0411 - EPC BD Vol I - Invitation to Bidder FINAL Rev0 20090623