AGREEMENT

GENERAL CONDITIONS

FIDIC® Form of Contract for DISPUTE ADJUDICATION

DREDGING AND
RECLAMATION WORKS
NOTES FOR GUIDANCE

Second Edition 2016

General Conditions

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FEDERATION INTERNATIONALE DES INGENIEURS-CONSEILS
INTERNATIONAL FEDERATION OF CONSULTING ENGINEERS
FIDIC
INTERNATIONALE VEREINIGUNG BERATENDER INGENIEURE
FEDERACION INTERNACIONAL DE INGENIEROS CONSULTORES ~
 CONTENTS
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1 GENERAL PROVISIONS .................................... 3 <1:

1.1 Definitions
1.2 Interpretation
1.3 Priority of Documents
1.4 Governing Law
1.5 Communications
1.6 Statutory Obligations
1.7 Assignment

2 THE EMPLOYER .......................................... 5

2.1 Provision of Site

2.2 Permits and Licences
2.3 Site Data
2.4 Employer's Authorised Person
2.5 Employer's Financial Arrangements w
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3. THE ENGINEER .......................................... .6 (§
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3.1 The Engineer's Duties and Authority
3.2 Instructions
3.3 Approvals

4. THE CONTRACTOR ....................................... 6

4.1 General Obligations

4.2 Contractor's Representative
4.3 Subcontracting
4.4 Performance Security

5 DESIGN ............... . ............... .. ................ 7

5.1 Contractor's Design

5.2 Responsibility for Design

6. DEFINED RISKS ...................... .. .................. 8

6.1 Defined Risks

7 TIME FOR COMPLETION ................................... 8

7.1 Execution of the Works

7.2 Programme
7.3 Extension of Time
7.4 Late Completion
7.5 Working Hours
7.6 Suspension lasting more than 28 days

8 TAKING-OVER ........................................... 10

8.1 Completion
8.2 Taking-Over
8.3 Taking-Over Part of the Works

Form of Contract for Dredging and Reclamation Works © FIDIC 2016 General Conditions 1
 9 REMEDYING DEFECTS .................................... 10

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10 VARIATIONS AND CLAIMS ................................. 11

10.1 Right to Vary

10.2 Valuation of Variations
10.3 Early Warning
10.4 Contractor's Right to Claim
10.5 Variation and Contractor's Claim Procedure
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11.1 Valuation of the Works
11.2 Advance Payment
11.3 Monthly Statements
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5 11.6 Payment of Retention - Other Works
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11.7 Final Payment
11.8 Currency
11.9 Delayed Payment

12 DEFAULT ................... . ... . .. . .................... 14

12.1 Default by Contractor

12.2 Default by Employer
12.3 Insolvency
12.4 Payment upon Termination

13 RISK AND RESPONSIBILITY ............................... 15

13.1 Contractor's Care of the Works

13.2 Contractor's Indemnities
13.3 Limitation of Liability
13.4 Exceptional Events

14 INSURANCE .......................... . .. . . . ....... . ..... 16

14.1 Arrangements
14.2 Failure to Insure

15 RESOLUTION OF DISPUTES .................. . ........... . 17

15.1 Dispute Adjudication Board

15.2 Notice of Dissatisfaction
15.3 International Arbitration

INDEX OF SUB-CLAUSES ...................................... . .. 18

2 General Conditions Form of Contract for Dredging and Reclamation Wo1ks © FIDIC 2016
 General Conditions

1.1
Definitions In the Contract as defined below, words and expressions defined shall have the
following meanings assigned to them, except where the context requires otherwise:
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1.1 .1 "Accepted Contract Amount" means the amount stated in the Agreement 0
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1.1.2 "Base Date" means the date 28 days prior to the latest date for submission -UJ'
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of the tender.

1.1 .3 "Commencement Date" means the date specified in the Contract Data.
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1.1.4 "Contract" means the Agreement and the other documents listed in the ~
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Contract Data. c.')

1.1 .5 "Contractor's Equipment" means all apparatus, machinery, vehicles,

vessels, facilities and other things required for the execution of the Works
but does not include Materials or Permanent Plant.

1.1.6 "Contractor" means the person named in the Agreement and the legal
successors in title to this person.

1.1 .7 "Cost" means all expenditure properly incurred (or to be incurred) by the
Contractor, whether on or off the Site, including overheads and similar
charges, but does not include profit.

1.1 .8 "Country" means the country in which the Site (or most of it) is located
where the permanent works are to be executed.

1.1.9 "DAB" means the dispute adjudication board referred to in Clause 15

[Resolution of Disputes].

1.1 .10 "Day" means a calendar day.

1.1.11 "Defined Risks" means those matters listed in Sub-Clause 6.1 [Defined
Risks].

1.1 .12 "Drawings" means the Employer's drawings of the Works as listed in the
Contract Data and any Variation to such drawings.

1.1.13 "Dredging Works" means those works defined in the Contract Data.

1.1 .14 "Employer" means the person named in the Agreement and the legal
successors in title to this person.

1.1 .15 "Engineer" means the person named in the Contract Data, or other person
appointed from time to time by the Employer and notified to the Contractor.
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1.1.16 "Exceptional Event" means an event or circumstance which :
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- such Party could not reasonably have provided against before entering into
a: the Contract;
~ -having arisen, such Party could not reasonably have avoided or overcome;
and,
- is not substantially attributable to the other Party.

1.1.17 "Laws" means all national (or state) legislation, statutes, ordinances and
other Jaws and regulations and by-Jaws of any legally constituted public
authority.

1.1 .18 "Materials" means things of all kinds (other than Permanent Plant) intended
to form or forming part of the permanent work.

1.1 .19 "Party" means either the Employer or the Contractor.

1.1.20 "Permanent Plant" means the machinery and apparatus intended to form
or forming part of the permanent work.
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1.1 .21 "Section" means a part of the Works specified in the Contract Data as a
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1.1.22 "Site" means the places provided by the Employer where the Works are to
be executed and any other places specified in the Contract as forming part
of the Site.

1.1 .23 "Specification" means the document as listed in the Contract Data,
including the Employer's design and his requirements in respect of design
to be carried out by the Contractor, if any, and any Variation to such
document.

1.1.24 "Taking-Over Certificate" means a certificate issued by the Engineer under

Sub-Clauses 8.2 [Taking-Over] or 8.3 [Taking-Over Part of the Works].

1.1 .25 "Time for Completion" means the time for completing the Works or
Section as stated in the Contract Data (or as extended under Sub-Clause
7.3 [Extension of Time]), calculated from the Commencement Date.

1.1.26 "Variation" means a change to the Specification and/or Drawings (if any)
which is instructed by the Engineer under Sub-Clause 10.1 [Right to Vary].

1 .1.27 "Works" means all the work and design (if any) to be executed by the
Contractor including temporary work and any Variation.

1.2
Interpretation Words importing persons or parties shall include firms and organisations. Words
importing singular or one gender shall include plural or the other gender where the
context requires.

1.3
Priority of Documents The documents forming the Contract are to be taken as mutually explanatory. If an
ambiguity or discrepancy is found in the documents, the Engineer shall issue any
necessary instructions to the Contractor and the priority of the documents shall be in
accordance with the order as listed in the Contract Data.
4 Gcnc·ml Cond1tio11S rorm of Contract for Drcdqinq and RcciJmatrnn Works© r'IDIC 20 16
1.4
Governing Law The law governing the Contract is stated in the Contract Data. 1-
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Communications Wherever provision is made for the giving or issue of any notice, instruction, consent, <.9
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complaint, determination, certificate or other communication by any person, these
communications shall be in writing and shall not be unreasonably withheld or delayed
and shall be sent by one of the methods and to the addresses stated in the Contract
Data. All communications shall be in the language stated in the Contract Data.

1.6
Statutory Obligations The Contractor shall comply with the Laws of the countries where his activities are
performed. The Contractor shall give all notices and pay all fees and other charges in
respect of the execution of the Works, except for those stated in the Contract Data.

1.7
Assignment Neither Party shall assign the whole or part of the Contract without the prior
agreement of the other Party, but either Party may assign his right to any moneys due
or becoming due under the Contract as security in favour of a bank or financial
institution.
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2.1
Provision of Site The Employer shall provide the Site and right of access thereto at the times stated in
the Contract Data.

2.2
Permits and Licences The Employer shall obtain those permits, licences or approvals in respect of any
planning, zoning and other similar permission required for the permanent work.

The Contractor shall obtain all other permits, licences and approvals required for the
Works, with the reasonable assistance of the Employer and the Engineer. If such
permits, licences or approvals can only be obtained in the name of the Employer, the
Contractor shall still be responsible for the collecting and timely compiling of correct
and complete information needed for the application of such permits, licences or
approvals and the application shall then be submitted by the Employer.

2.3
Site Data The Employer shall have made available to the Contractor for his information prior to
the Base Date, all data in the Employer's possession relevant to the execution of the
Works, including climatic, hydrological, geological and soil conditions and properties,
man-made and other objects, maritime traffic and environmental data. The Contractor
shall be responsible for interpreting all such data and for inspecting the Site and
making his own enquiries so far as is practicable (taking account of cost and time)
before submitting his tender.

2.4
Employer's Authorised The Employer shall appoint one of his personnel who shall have authority to act for
Person him. This authorised person shall be as stated in the Contract Data, or as otherwise
notified by the Employer to the Contractor.

Form of Contract for Dredging a11d Rcclamatiott Wor~~ <Q I'IDIC 2016 Genoral Conditior 1S 5
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Employer's Financial The Employer shall submit within 28 days after rece1v1ng any request from the
z Arrangements Contractor, reasonable evidence that financial arrangements have been made and are
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being maintained which will enable the Employer to fulfil his payment obligations under
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3.1
The Engineer's The Employer shall appoint a suitably qualified person as the Engineer and ensure that
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requirements shall be as stated in the Contract Data. The Contractor is entitled to
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specific duties and authority to assistants and may also revoke such assignment. The
assignment or revocation will take effect when notified to the Parties.

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Works at all times. The Engineer has no authority to relieve the Parties of any
responsibilities under the Contract.

3.2
Instructions The Contractor shall comply with all instructions given by the Engineer in respect of
the Works including the suspension of all or part of the Works.

3.3
Approvals No approval or consent or absence of comment by the Employer or the Engineer shall
relieve the Contractor of, or otherwise affect his obligations.

4.1
General Obligations The Contractor shall execute the Works properly and in accordance with the Contract.
The Contractor shall provide all supervision, labour, Materials, Permanent Plant and
Contractor's Equipment that may be required. The Contractor shall be responsible for
the adequacy, stability and safety of all operations and of all methods of construction.
All Materials and Permanent Plant on the Site shall, to the extent consistent with the
Laws of the Country, become the property of the Employer on delivery to the Site.

4.2
Contractor's The Contractor shall submit to the Engineer for consent the name and particulars of
Representative the person authorised to receive instructions on behalf of the Contractor.

4.3
Subcontracting The Contractor shall not subcontract the whole of the Works. The Contractor shall not
subcontract any part of the Works without the consent of the Engineer.

6 General Conditior1s Form of Contrac t for Dredging and Reclamation Wo1ks © FIDIC 20 16
4.4
Performance Security If stated in the Contract Data, the Contractor shall deliver to the Employer within 28 1-
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days after the date the Agreement comes into effect, a performance security in a form
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performance security to the Contractor within 21 days following the expiry of the 0
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period for notifying defects or, if not applicable, the Employer taking-over the whole of
the Works under Clause 8 [Taking-Ove~ or the Contractor terminating under Sub-
Clauses 12.2 (Default by Employerj or 12.3 [Jnsolvencyj.

The Employer shall not make a claim under the performance security, except for
amounts due to the Employer under the Contract where:
(a) the amounts have been agreed or determined to be due under Sub-Clause
10.6 [Employer's Claims] or by a decision of the DAB or by an arbitral award;
or
(b) the Employer is entitled to terminate the Contract under Sub-Clause 12.1
[Default by Contractorj, whether or not a notice of termination has been given.

The Employer shall indemnify and hold the Contractor harmless against and from all
damages, losses and expenses (including legal fees and expenses) resulting from a
claim under the performance security which the Employer was not entitled to make.
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5.1
Contractor's Design The Contractor shall design to the extent specified, as stated in the Contract Data. The
Contractor shall promptly submit to the Engineer all designs prepared by him. Within 21
days of receipt the Engineer may notify any comments to the Contractor or, if the design
submitted is not in accordance with the Contract, may reject it stating the reasons. The
Contractor shall not start constructing any element of the permanent work designed by him
before the expiry of 21 days from the receipt of the design by the Engineer nor where the
design for that element has been rejected. Design that has been rejected shall be promptly
amended and resubmitted. After the Engineer has notified comments to the Contractor, the
Contractor may proceed with that element of the Works but shall promptly resubmit the
design and shall take these comments into account as necessary.

5.2
Responsibility for The Contractor shall be responsible for his tendered design and design under Sub-
Design Clause 5.1 [Contractor's Design]. every element of which shall be fit for the
intended purposes as specified in the Contract or, where no purposes are
specified, fit for their ordinary purposes. The Contractor shall not infringe any
intellectual property rights in respect of his design.

The Employer shall be responsible for the Specification and Drawings.

1-o1m of Contract for Drodging a11d Reclamalio11 Work~ <0 FIDIC 201G General Conditions 7
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6.1
~ Defined Risks In this Contract, Defined Risks mean:
a) war, hostilities (whether war be declared or not), invasion, act of foreign
enemies, affecting the Works;
b) rebellion, terrorism, revolution, insurrection, military or usurped power, piracy, or
civil war, affecting the Works;
c) riot, commotion or disorder by persons other than the Contractor's and his
subcontractors' personnel, affecting the Works;
d) munitions of war, explosive materials, ionising radiation or contamination by
radioactivity, except as may be attributable to the Contractor's use thereof as
required for the Works;
e) interruptions due to ship movements in excess of those specified in the
Contract Data;
f) use or occupation by the Employer of any part of the Works, except as may be
specified in the Contract;
g) rectification of loss or damage to the Works caused by design of any part of the
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responsible;
5 h) rectification of loss or damage to the Works caused by any operation of the
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forces of nature affecting the Site and/or the Works, which was unforeseeable
or against which an experienced contractor could not reasonably have been
expected to take precautions;
i) an Exceptional Event other than sub-paragraphs (a), (b), (c) or (d) of this Sub-
Clause;
j) a suspension under Sub-Clause 3.2 [Instructions] unless it is attributable to any
failure of the Contractor;
k) any failure of the Employer or the Engineer to fulfil his obligations;
I) physical obstructions or physical conditions encountered on the Site during the
execution of the Works, which obstructions or conditions were not reasonably
foreseeable by an experienced contractor by the Base Date and which the
Contractor has immediately notified to the Engineer;
m) climatic or hydrological conditions more adverse than those specified in the
Contract Data;
n) any delay or disruption caused by any Variation;
o) any change made after the Base Date to the Laws or in the judicial or official
governmental interpretation of the Laws of the Country or other countries
named in the Contract Data;
p) losses arising out of the Employer's right to have the permanent work executed
on, over, under, in or through the Site and to occupy the Site for the permanent
work; and
q) damage which is an unavoidable result of the Contractor's obligations to
execute the Works.

7.1
Execution of the Works The Contractor shall commence the Works on the Commencement Date and shall
proceed expeditiously and without delay and shall complete the Works and Sections
(if any) within the Time for Completion.
8 General Conditior 1s Form of Contract for Dredning and Heclamation Works© FIDIC 2016
7.2
Programme The Contractor shall submit to the Engineer a programme for the Works within the f-
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time and in the form stated in the Contract Data. The Contractor shall submit ~
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7.3
Extension of Time The Contractor shall be entitled to an extension to the Time for Completion if he is or
will be delayed in completing the Works or any Section by:
(a) any of the Defined Risks; or
(b) any re-measurable item where the actual quantity is greater than the quantity
stated in the Contract for that item having due regard to any reduction in
quantities elsewhere,
subject to any agreement under Sub-Clause 10.1 [Right to Vary] and subject to the
provisions of Sub-Clause 10.3 [Early Warning].

If the Contractor wishes to apply for an extension to the Time for Completion, he shall
make a substantiated application with supporting documents as soon as practicable.

On receipt of an application from the Contractor, the Engineer shall consider all
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supporting details provided by the Contractor, consult the Parties and determine any 0
extension of the Time for Completion as appropriate. ~
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7.4
Late Completion If the Contractor fails to complete the Works or any Section within the Time for
Completion, the Contractor's only liability to the Employer for such failure shall be to
pay the amount stated in the Contract Data for each day or part of a day for which he
fails to complete the Works or Section .

After the issue of a Taking-Over Certificate under Sub-Clause 8.3 [Taking-Over Part
of the Works], the amount stated in the Contract Data for each day shall be reduced
in the proportion that the value of the taken over work bears to the total value of the
Works or Section.

7.5
Working Hours The Contractor is entitled to carry out his operations continuously by day and by night,
regardless of weekends , days of rest, local holidays, religious festivals or other
customs, unless otherwise stated in the Contract Data and subject to compliance with
the Laws where the operations are carried out.

7.6
Suspension lasting If the progress of the Works or any part thereof is suspended on the instructions of
more than 28 days the Engineer pursuant to Sub-Clause 3.2 [Instructions] and the suspension is not
attributable to any failure by the Contractor and such period of suspension exceeds
28 days, the Contractor may serve a notice on the Employer requiring permission
within 7 days from the receipt of such notice to proceed with the suspended Works
or part. If within such 7 days the Employer does not grant permission to proceed, the
Contractor, by a further notice, may (but is not bound to) elect:
(a) where the suspension affects only part of the Works, to treat it as a Variation
omitting such part of the Works; or
(b) where the suspension affects the whole of the Works, to treat the Contract as
terminated under Sub-Clause 12.2 [Default by Employe~.

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Completion The Contractor shall notify the Engineer:
(a) 14 days before the date he expects that the Works or any Section will be
complete; and subsequently
(b) as soon as he considers that the Works or any Section are complete and ready
for taking-over.

8.2
Taking-Over The Engineer shall, as soon as practicable but not later than 7 days after receiving the
Contractor's notice under sub-paragraph (b) of Sub-Clause 8.1 [Completion] and any
documents stated in the Specification that are to be provided by the Contractor prior
to taking-over, either issue a Taking-Over Certificate to the Parties, stating the date on
Which the Works or Section were completed, or reject the Contractor's notice stating
his reasons. Alternatively, the Engineer may issue a Taking-Over Certificate to the
Parties stating that the Works or Section, although not fully complete, are ready for
taking-over, stating the date and identifying the outstanding work remaining to be
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Certificate. The Contractor shall promptly complete any outstanding work and,
subject to Clause 9 [Remedying Defects], clear the Site or Section.

8.3
Taking-Over The Engineer may, at the sole discretion of the Employer, issue a Taking-Over
Part of the Works Certificate for any completed part of the Works.

Except as specified or as agreed between the Parties, the Employer shall not occupy
or use any part of the Works prior to the issue of a Taking-Over Certificate for that part
of the Works.

ying Defects
9.1
Remedying Defects The Engineer may at any time prior to the expiry of the period or periods stated in the
Contract Data, notify the Contractor of any defects or outstanding work, stating a
reasonable period within which the remedial or outstanding work is to be completed.
Subject to Sub-Clause 9.2 [Dredging Works], the Contractor shall remedy at no cost
to the Employer any defects due to the Contractor's design, Materials, Permanent
Plant or workmanship not being in accordance with the Contract.

The cost of remedying defects attributable to any other cause shall be valued as a
Variation. Failure to remedy any defects or complete outstanding work within the
notified period shall entitle the Employer to carry out all necessary work at the
Contractor's cost.

9.2
Dredging Works The Contractor shall have no obligation to remedy defects in the Dredging Works
notified after the date on which the Works or Section that incorporates the Dredging
Works were completed as stated in the Taking-Over Certificate.

10 Gcneml Conditions rorm of Contract f'lr Dmdqing and ReclamG tion WorY.s © FIDIC 20 16
9.3
Uncovering and Testing The Engineer may instruct the uncovering and/or testing of any work. Unless as a 1-
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result of any uncovering and/or testing it is established that the Contractor's design, ~
Materials, Permanent Plant or workmanship are not in accordance with the Contract, w
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the Contractor shall be paid for such uncovering and/or testing as a Variation in (')
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accordance with Sub-Clause 10.2 [Valuation of Variations].

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10.1
Right to Vary The Engineer may instruct Variations and reach agreement with the Contractor on
behalf of the Employer under this Sub-Clause and under Sub-Clauses 10.2 [Valuation
of Variations] and 10.5 [Variation and Contractor's Claim Procedure]. subject to any
limits stated in the Contract Data. The Engineer shall not instruct the omission of work
for the purpose of the work being carried out by the Employer or another contractor.

Prior to instructing any Variation, the Engineer may require the Contractor to submit
his quotation for carrying out the proposed varied work, including the time and cost
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effects. The Engineer may then instruct the Variation stating whether or not the time 0
and cost effects quoted by the Contractor are agreed. ~
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If the Engineer gives an instruction which will require either the mobilisation of major
dredging equipment additional to that which is intended for use on the Works, or the
early mobilisation of such intended equipment, the Contractor shall notify the Engineer
of this immediately. The Contractor shall be under no obligation to comply with this
instruction until the time and cost effects of compliance have been agreed between
the Employer and the Contractor.

The Contractor's entitlement to extension to the Time for Completion and additional
payment for any such Variation shall be agreed or determined in accordance with this
Clause 10 [Variations and Claims].

10.2
Valuation of Variations Variations shall be valued as follows:
(a) at an agreed lump sum price; or
(b) where appropriate, at rates in the Contract; or
(c) in the absence of appropriate rates, the rates in the Contract shall be used as
the basis for valuation; or failing which
(d) at appropriate new rates including reasonable profit, as may be agreed or
which the Engineer considers appropriate; or
(e) if the Engineer so instructs, at daywork rates set out in the Contract Data for
which the Contractor shall keep records of hours of labour and Contractor's
Equipment and of Materials used.

10.3
Early Warning Each Party shall notify the other and the Engineer as soon as he is or should
reasonably be aware of any circumstance which may delay or disrupt the Works, or
which may give rise to a claim for additional payment. The Parties shall take all
reasonable steps to minimise these effects.

The Contractor's entitlement to extension to the Time for Completion or additional

payment shall be limited to the duration of time and amount of payment which would
have been due if he had given prompt notice and had taken all reasonable steps.
Fo1 m ot Contract for Dredging a11d H0rlwnation Worl<s <0 Fll'IC 201 G Goneml Conditions 11
 10.4
1- Contractor's Right to If the Contractor incurs Cost as a result of any of the Defined Risks other than sub-
zw Claim paragraph (i) of Sub-Clause 6.1 [Defined Risks], the Contractor shall be entitled to the
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amount of such Cost, subject always to the application of rates stated in the Contract
a: for this purpose. If as a result of the Defined Risks , it is necessary to change the
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Works, this shall be dealt with as a Variation.

The Contractor shall make a substantiated application for Cost of the Defined Risk
with supporting documents as soon as practicable.

10.5
Variation and Contractor's The Contractor shall submit to the Engineer an itemised make-up of Variations and
Claim Procedure claims including time and cost effects within 28 days of the instruction or of the event
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w~ The Engineer shall check the Contractor's submission, consult the Parties and if possible
~§ achieve agreement between the Parties as to the time and cost effects. In the absence
~~ of agreement, the Engineer shall make a determination, stating his reasons.

10.6
Employer's Claim If the Employer considers himself entitled to any payment or deduction in connection
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soon as practicable.
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The Engineer shall check the Employer's submission, consult the Parties and if
possible obtain agreement with the Contractor on the amount of the Employer's
entitlement. In the absence of agreement, the Engineer shall make a determination,
stating his reasons. The Employer may then require the Engineer to certify such
amount as a deduction under Sub-Clause 11 .4 [Interim Payments], or may set off the
amount against sums otherwise due to the Contractor, or may claim such amount
from the Contractor. The Employer may only claim, set-off or deduct in accordance
with this Sub-Clause.

Price and Payment

11.1
Valuation of the Works The Works shall be valued as stated in the Contract Data, subject to Clause 10
[Variations and Claims].

11.2
Advance Payment The Contractor may apply for payment of an interest-free advance payment of the
amount stated in the Contract Data when:
(a) the Agreement has come into effect; and
(b) the Contractor has provided the Employer with a security for the full amount of
the advance payment in a form and from a third party approved by the
Employer.

The Engineer shall certify and the Employer shall pay the advance payment within 21
days of the Contractor's application.

The advance payment shall be repaid by the Contractor, by the Engineer making a
deduction from the net amount due under each interim payment certificate, as stated in the
Contract Data. The advance payment security shall reduce by the amount of each
deduction until the full amount of the advance payment has been repaid. In the event of the
Contract terminating, any balance of the advance payment will become due immediately.
12 Geneml Gonditio11s ~orm o f Contmcl fo1 Dredging and l-1eclamatinn Works© FIOIC 20 16
11.3
Monthly Statements The Contractor shall be entitled to be paid at monthly intervals: 1-
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(a) the value of the Works executed; and
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(b) the percentage stated in the Contract Data of the value of Materials and w
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Permanent Plant delivered to the Site at a reasonable time, (9
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subject to any additions or deductions which may be due under the Contract or
otherwise.

The Contractor shall submit each month to the Engineer a statement showing the
amounts to which he considers himself entitled.

11.4
Interim Payments The Engineer shall certify the amount shown in the Contractor's statement, less retention
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at the rate stated in the Contract Data, less any amount for which the Engineer has 0
specified his reasons for disagreement and less any deduction certified by the Engineer ~
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under Sub-Clause 10.6 [Employer's Claims]. The amount required to be paid by either ::::lo
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Party by a DAB decision shall be included in the certificate. The Engineer may correct any -0
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amount previously certified.

The Employer shall pay to the Contractor the amount certified. The Engineer shall certify
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within 21 days and the Employer shall pay within 28 days of delivery of the Contractor's 0
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statement to the Engineer. The Engineer will send copies of his certificate to the Employer <{
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and the Contractor. 5
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The Employer may withhold interim payments until he receives the performance security
under Sub-Clause 4.4 [Performance Securit)lj (if any) and the evidence of insurance to
be effected by the Contractor under Sub-Clause 14.1 [Arrangements].

11.5
Payment of Retention - In respect of Dredging Works, the relevant proportion of the retention shall be included
Dredging Works in the next monthly statement after the issue of a Taking-Over Certificate. If a Taking-
Over Certificate is issued prior to the Works or Section being fully complete, all or part
of the retention may be withheld by the Engineer, until the outstanding work has been
completed.

11.6
Payment of Retention - In respect of works other than Dredging Works, one half of the relevant proportion of
Other Works the retention shall be included in the next monthly statement after the issue of a
Taking-Over Certificate. The remainder of the relevant proportion of the retention shall
be included in the next monthly statement after either the expiry of the period or
periods stated in the Contract Data, or the remedying of notified defects, or the
completion of outstanding work, all as referred to in Sub-Clause 9.1 [Remedying
Defects]. whichever is the later.

11.7
Final Payment Within 42 days of the latest of the events listed in Sub-Clause 11.5 [Payment of
Retention - Dredging Works] or 11 .6 [Payment of Retention - Other Works] as
appropriate, the Contractor shall submit a final account to the Engineer together with
any documentation reasonably required to enable the Engineer to ascertain the final
contract amount.

Within 28 days after the submission of this final account and any further
documentation reasonably required by the Engineer, the Engineer shall certify and the
Employer shall pay to the Contractor any amount remaining due. If the Engineer
disagrees with any part of the Contractor's final account, he shall specify his reasons
for disagreement when certifying payment.
Fo1 m of Contract for Dredging a11d Reclamation Worl<s <0 FIDIC 201 G General Conditio11s 13
 11.8
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Currency Payment shall be in the currency stated in the Contract Data.
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stated in the Contract Data for each day the Employer fails to pay beyond the
prescribed payment period. This entitlement arises without formal notice and without
prejudice to any other right or remedy.

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~ Default by Contractor If the Contractor abandons the Works, refuses or fails to comply with a valid
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instruction of the Engineer or fails to proceed expeditiously and without delay, or is,
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- 0 despite a complaint by the Engineer or the Employer, in breach of the Contract, the
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Employer may give notice referring to this Sub-Clause and stating the default.

If the Contractor does not take all practicable steps to remedy the default, the
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Employer's notice, the Employer may by a second notice given within a further 21
s(.9 days, terminate the Contract. The Contractor shall then demobilise from the Site
leaving behind Materials and Permanent Plant and any Contractor's Equipment (other
than dredging equipment) which the Employer instructs in the second notice is to be
used for the completion of the Works.

12.2
Default by Employer If:
(a) the Engineer fails to certify or the Employer fails to pay in accordance with
Sub-Clause 11.4 [Interim Payments];
(b) the Employer fails to comply with Sub-Clause 2.5 [Employer's Financial
Arrangements]; or
(c) the Employer is, despite a complaint from the Contractor, in breach of the
Contract,
then , the Contractor may give notice to the Employer and the Engineer referring to
this Sub-Clause and stating the default. If the default is not remedied within 7 days
after the Employer's and the Engineer's receipt of this notice, the Contractor may
suspend the execution of all or part of the Works.

If the default is still not remedied the following procedure shall apply. 14 days after the
Employer's and the Engineer's receipt of the Contractor's notice, the Contractor may
by a second notice to the Employer and the Engineer given within a further 21 days,
terminate the Contract. The Contractor shall then demobilise from the Site.

12.3
Insolvency If a Party is declared insolvent under any applicable law, the other Party may by notice
terminate the Contract immediately. The Contractor shall then demobilise from the
Site leaving behind, in the case of the Contractor's insolvency, any Contractor's
Equipment, other than dredging equipment, which the Employer instructs in the
notice is to be used for the completion of the Works.

14 General Conditions Form of Contract !01 Dredning and Reclarmtion Works© FIDIC 20 16
12.4
Payment upon After termination, the Contractor shall be entitled to payment of the unpaid balance 1-
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Termination of the value of the Works executed and of the Materials and Permanent Plant ~
reasonably delivered to the Site, adjusted by the following: w
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(a) any amounts to which the Contractor is entitled under Sub-Clause 10.4 0
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[Contractor's Right to Claim];
(b) any amounts to which the Employer is entitled in connection with the Contract;
(c) if the Employer has terminated under Sub-Clause 12.1 [Default by Contracto~ or
12.3 [Insolvency], the Employer shall be entitled to an amount equivalent to 20%
of the value of those parts of the Works not executed at the date of the termination;
and
(d) if the Contractor has terminated under Sub-Clause 12.2 [Default by Employe~
or 12.3 [Insolvency], the Contractor shall be entitled to the Cost of his
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suspension and de mobilisation together with an amount equivalent to 10% of the 0
value of those parts of the Works not executed at the date of termination. ~
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The net balance due shall be certified by the Engineer and shall be paid or repaid _o
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within 70 days of the notice of termination.

The entitlement under Sub-Clause 12.4 [Payment upon Termination] shall be the only
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esponsibility
13.1
Contractor's Care of the The Contractor shall take full responsibility for the care of the Works from the
Works Commencement Date until the date of issue of the Taking-Over Certificate for the
Works, any Section or part. Responsibility for the Works, any Section or part taken
over shall then pass to the Employer. If any loss or damage happens to the Works
prior to the date of issue of the relevant Taking-Over Certificate, the Contractor shall
rectify such loss or damage so that the Works conform with the Contract.

13.2
Contractor's Indemnities Unless the loss or damage happens as a result of a Defined Risk, the Contractor shall
indemnify the Employer, the Employer's contractors, agents and employees from and
against all loss or damage happening to the Works and against all claims or expense
caused by a breach of the Contract, by negligence or by other default of the
Contractor, his subcontractors, agents or employees.

13.3
Limitation of (a) Neither Party shall be liable to the other Party for any loss of use of any Works,
Liability loss of profit, loss of contract, loss of opportunity or for any indirect or
consequential loss or damage which may be suffered by the other Party in
connection with the Contract other than under Sub-Clauses 7.4 [Late
Completion] and 12.4 [Payment upon Termination] and except as provided in
the Contract Data.
(b) The total liability of the Contractor to the Employer, under or in connection with
the Contract or at law (including tort), shall not exceed the amount stated in the
Contract Data or (if an amount is not so stated} the Accepted Contract
Amount.
(c) This Sub-Clause shall not limit liability in any case of fraud, deliberate default
or reckless misconduct by the defaulting Party.

f-orm of Contract for Dredging arrd Hcclamaliorr Works © FIDIC 201G General Conditioros 15
 13.4
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Exceptional Events If a Party is or will be prevented from performing any of his obligations by an
z Exceptional Event, the Party affected shall notify the other Party immediately with
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a copy to the Engineer. If necessary, the Contractor shall suspend the execution
a: of the Works and, subject to the consent of the Engineer, demobilise the
st Contractor's Equipment.

A Party shall not be in default of his obligations other than payment obligations to
the extent that his non-performance is due to an Exceptional Event.

If the Exceptional Event causes the suspension of the Works to continue for a
period of more than 42 days, either Party may then give a notice of termination to
the other Party and the Engineer. Termination shall take effect 14 days after the
giving of the notice, unless the Exceptional Event no longer prevents the Party
affected from performing his obligations.

After termination, the Contractor shall be entitled to payment of the unpaid

balance of the value of the Works executed and of the Materials and Permanent
Plant reasonably delivered to the Site, adjusted by the following:
(a) any amounts to which the Contractor is entitled under Sub-Clause 10.4
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(b) the Cost of his suspension and demobilisation; and
5 (c) any amounts to which the Employer is entitled in connection with the Contract.
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The net balance due shall be certified by the Engineer and shall be paid or repaid
within 70 days of the notice of termination.

In sur
14.1
Arrangements Prior to commencing the Works, the respective types of insurance cover shall be
arranged by the responsible Party as stated in the Contract Data. The policies and/or
the insurance documentation to be effected by the Contractor shall be issued on
terms and conditions approved by the Employer. The terms and conditions of any
insurance cover to be arranged by the Employer shall have been provided to
tenderers prior to the Base Date. The insuring Party shall provide the other Party with
satisfactory evidence that the required insurance cover is in force and that the
premiums have been paid.

14.2
Failure to Insure If a Party fails to arrange or keep in force any of the insurance covers for which he is
responsible, or fails to provide satisfactory evidence that he has done so, the other
Party may, on 14 days' notice and without prejudice to any other right or remedy,
arrange the missing insurance cover and pay the premiums due and recover the
same from the defaulting Party as an addition or deduction in the amount certified for
payment under Sub-Clauses 11.4 [Interim Payments] and 11.7 [Final Paymen~.

16 General Conditiol!s Form of Contract fo1 Dredging and Reclamation Wotks © FIDIC 2016
 1-
of Disputes z
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Dispute Adjudication Unless settled amicably, any dispute or difference between the Contractor and the
Board Employer which arises out of or in connection with the Contract, including any
opinion, instruction, determination , certificate or valuation or other decision of the
Engineer, shall first be referred by either Party to adjudication by a DAB in accordance
with the attached Rules for Dispute Adjudication (the "DAB Rules"). The DAB shall
comprise one or three members agreed by the Parties, as stated in the Contract
Data. In the event of disagreement, the members shall be appointed in accordance
with the DAB Rules.

The Parties shall promptly comply with the DAB's decisions. If a Party fails to comply
with a DAB's decision, the other Party may refer the failure itself to arbitration under
Sub-Clause 15.3 [International Arbitration] for summary or other expedited relief.

15.2
Notice of Dissatisfaction If a Party is dissatisfied with the decision of the DAB or if no decision is given within
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the time set out in the DAB Rules, the Party may give a notice of dissatisfaction to the 0
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other Party with copies to the DAB and the Engineer. A notice of dissatisfaction shall (§
refer to this Sub-Clause and be given within 28 days of receipt of the decision or the 5
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expiry of the time for the decision . If no notice of dissatisfaction is given within the
specified time, the decision shall be final and binding on the Parties. Whether or not
a notice of dissatisfaction has been given within the specified time, the decision shall
be final and binding on the Parties and shall remain binding on them and they shall
give effect to it without delay unless and until the decision of the DAB is revised by
arbitration.

15.3
International Arbitration Unless settled amicably, any dispute in respect of which the DAB's decision (if any)
has not become final and binding shall be finally settled by international arbitration.
Unless otherwise agreed by the Parties:
(a) the dispute shall be finally settled under the Rules of Arbitration of the
International Chamber of Commerce;
(b) the dispute shall be settled by three arbitrators appointed in accordance with
these Rules; and
(c) the arbitration shall be conducted in the language referred to in Sub-Clause 1.5
[Communications].

The arbitrators shall have full power to open up, review and revise any op1n1on,
instruction, determination, certificate or valuation or other decision of the Engineer,
and any decision of the DAB, relevant to the dispute. Nothing shall disqualify the
Engineer from being called as a witness and giving evidence before the arbitrators on
any matter relevant to the dispute.

Neither Party shall be limited in the proceedings before the arbitrators to the evidence
or arguments previously put before the DAB to obtain its decision, or to the reasons
for dissatisfaction given in his notice of dissatisfaction. Any decision of the DAB shall
be admissible in evidence in the arbitration.

Arbitration may be commenced prior to or after completion of the Works. The

obligations of the Parties, the Engineer and the DAB shall not be altered by reason of
any arbitration being conducted during the progress of the Works.

Fot m of Contra ct for Dredgi ng a11d Hcclamatiolt Work> f9 1'1LliC 2010 General Conditior1S 17
 INDEX OF SUB-CLAUSES

Sub-Clause Page

Advance Payment 11.2 12

Approvals 3.3 6
Arrangements 14.1 16
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0 Assignment
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~3 Completion 8.1 10
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Contractor's Indemnities 13.2 15
Contractor's Right to Claim 10.4 12
Contractor's Care of the Works 13.1 15
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Contractor's Representative 4.2 6
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Currency 11.8 14

Default by Contractor 12.1 14

Default by Employer 12.2 14
Defined Risks 6.1 8
Definitions 1.1 3
Delayed Payment 11.9 14
Dispute Adjudication Board 15.1 17
Dredging Works 9.2 10

Early Warning 10.3 11

Employer's Authorised Person 2.4 5
Employer's Claims 10.6 12
Employer's Financial Arrangements 2.5 6
Exceptional Events 13.4 16
Execution of the Works 7.1 8
Extension of Time 7.3 9

Failure to Insure 14.2 16

Final Payment 11.7 13

General Obligations 4.1 6

Governing Law 1.4 5

Insolvency 12.3 14
Instructions 3.2 6
Interim Payments 11.4 13
International Arbitration 15.3 17
Interpretation 1.2 4

Late Completion 7.4 9

Limitation of Liability 13.3 15

Monthly Statements 11.3 13

18 General Conditions Form of Contract for Dredging and Reclamation Works© FIDIC 2016
 Notice of Dissatisfaction 15.2 17
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Payment of Retention - Dredging Works 11.5 13 UJ
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Payment of Retention - Other Works 11.6 13 UJ
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Payment upon Termination 12.4 15
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Performance Security 4.4 7
Permits and Licences 2.2 5
Priority of Documents 1.3 4
Programme 7.2 9
Provision of Site 2.1 5

Remedying Defects 9.1 10

Responsibility for Design 5.2 7
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Right to Vary 10.1 11 0

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Statutory Obligations 1.6 5 -0
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Subcontracting 4.3 6
Suspension lasting more than 28 days 7.6 9

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Taking-Over 8.2 10 ()

Taking-Over Part of the Works 8.3 10 ~

The Engineer's Duties and Authority 3.1 6 5
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Uncovering and Testing 9.3 11

Valuation of the Works 11.1 12

Valuation of Variations 10.2 11
Variation and Contractor's Claim Procedure 10.5 12
Working Hours 7.5 9

Form of Contract for Dredging and Reclamation Works© FIDIC 2016 General Conditions 19