Volume - 1-Commercial

Arenco Logistics Co LLC.
PROPOSED G+M WAREHOUSE (AMBIENT + COLD + BULK

STORAGE + CHEMICAL STORAGE & G+M1+M2 OFFICE) FOR
ARENCO LOGISTICS CO LLC AT DIC.
Tender Documents:
Volume 1:
Commercial
Revision: 00
Date:
All rights reserved. No section or element of this document may be removed from this document, reproduced, electronically stored or
transmitted in any form without the written permission of DIAEC
Proposed G+M Warehouse and G+M1+M2 Office Facility on plot no 5330165, DIC, Dubai. UAE.
Volume 1 – Commercial
Introduction:
This Document forms part of the Tender Documents and is issued as part of a set of Documents listed below:
Volume Title
0 Conditions of Tendering
1 Commercial (This Volume)
2 Employer’s Requirements/ Specifications
3 Drawings
4 Pricing Schedule
5 Other Documents
Tender | Volume 1 – Commercial

Page 2 of 114
TABLE OF CONTENTS
1.0 Contract Agreement 5
2.0 Appendix to Tender 7
3.0 Conditions of Contract Part I, General Conditions 9
4.0 Conditions of Contract Part II, Particular Conditions 10
1.1 Definitions 10
1.2 Interpretation 12
1.3 Communications 13
1.5 Priority of Documents 14
1.6 Contract Agreement 14
1.7 Assignment 14
1.8 Care and Supply of Documents 14
1.9 Delayed Drawings, Documents and Instructions 15
1.12 Confidential Details 15
1.15 Inspections and Audits 16
1.16 Prevention of Bribery and Corruption 16
1.17 Waiver 17
1.18 Severability 17
2.1 Right of Access to the Site 17
2.2 Permits, Licenses or Approvals 18
2.3 Employer’s Personnel 19
2.4 Employer’s Financial Arrangements 19
3.1 Engineer’s Duties and Authority 19
3.5 Determinations 19
4.1 Contractor’s General Obligations 20
4.2 Performance Security, Parent Company Guarantee, Warranties and Direct
Agreement 21
4.3 Contractor’s Representative 23
4.4 Subcontractors 24
4.5 Nominated Subcontractor 25
4.6 Co-operation 25
4.7 Setting Out and Prior Work 26
4.8 Safety Procedures 27
4.9 Quality Assurance 28
4.10 Site Data 30
4.12 Unforeseeable Physical Conditions 30
4.14 Avoidance of Interference 31
4.15 Access Route 31
4.17 Contractor’s Equipment 33
4.18 Protection of the Environment 33
4.19 Electricity, Water and Gas 34
4.20 Employer’s Equipment and Free-Issue Material 34
4.21 Progress Reports and Meetings 35
4.22 Security of the Site 36
4.23 Contractor’s Operations on Site 36
4.24 Fossils 36

Page 3 of 114
4.25 Removal of Utilities, Man-Made Obstacles and Unexploded Ordnance 37

4.26 Explosives 37
4.27 Removal of Sunken Plant 37
5.1 General Design Obligations 38
5.2 Contractor’s Documents 38
5.5 Training 40
5.6 As-built Documents 40
5.8 Design Error 40
5.9 Electronic Submissions 41
6.1 Engagement of Staff and Labour 41
6.4 Labour Laws 41
6.5 Working Hours 41
6.6 Facilities for Staff and Labour 42
6.7 Health and Safety 42
6.12 Measures against Insect and Pest Nuisance 43
6.13 Epidemics 43
6.14 Alcoholic Liquor and Prohibited Drugs 43
6.15 Arms and Ammunition 43
6.16 Festivals and Religious Customs 43
6.17 Burial of the Dead 44
7.1 Manner of Execution 44
7.4 Testing 44
7.5 Rejection 45
8.1 Commencement of Works 45
8.2 Time for Completion 45
8.3 Programme 46
8.4 Extension of Time for Completion 47
8.7 Delay Damages 47
8.9 Consequences of Suspension 48
8.13 Restriction on Working Hours 48
8.14 Engineer's Overtime 48
9.1 Contractor’s Obligations 48
10.1 Taking Over of the Works and Sections 49
10.2 Taking Over of the Parts of the Works 50
10.3 Interference with Tests on Completion 50
11.7 Right of Access 51
11.8 Contractor to Search 51
11.10 Unfulfilled Obligations 51
11.12. Latent Defects 51
11.13 Manufacturer’s Warranties 52
13.1 Right to Vary 52
13.3 Variation Procedure 52
13.5 Provisional Sums 53
13.7 Adjustments for Changes in Legislation 53
13.8 Adjustment for Changes in Cost 53
14.1 The Contract Price 53

Page 4 of 114
14.1 The Contract Price 53

14.2 Advance Payment 54
14.3 Application for Interim Payment Certificates 54
14.4 Schedule of Payments 55
14.5 Plant and Materials intended for the Works 55
14.7 Payment 55
14.8 Delayed Payment 56
14.9 Payment of Retention Money 56
15.2 Termination by Employer 56
15.4 Payment after Termination 57
16.1 Contractor's Entitlement to Suspend Work 57
16.2 Termination by the Contractor 58
16.4 Payment on Termination 58
17.1 Indemnities 59
17.3 Employer’s Risks 59
17.6 Limitation of Liability 60
18.1 General Requirements for Insurances 60
18.2 Insurance for Works and Contractor’s Equipment 61
18.3 Insurance against Injury to Persons and Damage to Property 62
18.5 Additional Insurances 62
19.1 Definition of Force Majeure 63
20.1 Contractor’s Claims 63
20.2 Appointment of the Dispute Adjudication Board 65
20.3 Failure to Agree Dispute Adjudication Board 65
20.4 Obtaining Dispute Adjudication Board’s Decision 65
20.5 Amicable Settlement 65
20.6 Arbitration 65
5.0 Forms of Contract Security 66
5.1 Advance Payment Guarantee 66
5.2 Performance Security 68
6.0 Form of Parent Company Guarantee 70
7.0 Novation Agreement 75
8.0 Direct Agreement 79
9.0 Construction All Risks Insurance to be arranged by the Employer 95

Page 5 of 114
1.0 Contract Agreement
This Contract is made the day of 2021
between
Arenco Logistics Co LLC,

PO Box 61132, Dubai
United Arab Emirates
(here in after called "the Employer") of the one part, and
[INSERT CONTRACTOR DETAILS],
(here in after called "the Contractor") of the other part
Whereas the Employer desires that the Works known as the Construction of the PROPOSED G+M
WAREHOUSE (AMBIENT + COLD + BULK STORAGE + CHEMICAL STORAGE & G+M1+M2
OFFICE)Works, should be executed by the Contractor, and has accepted an offer by the Contractor for
the execution and completion of such Works and the remedying of any defects therein
The Employer and Contractor agree as follows:
1. In this Agreement words and expressions shall have the same meanings as are respectively
assigned to them in the Conditions of Contract hereinafter referred to.
2. The following documents shall be deemed to form and be read and construed as part of this
Agreement
(i) the Conditions of tendering (Conditions of contract Part I & Part II)
(ii) This Agreement
(iii) the Employer’s Requirements/Specifications
(iv) the Drawings
(v) the Price Schedules
(vi) the Contractor’s Proposal (if any) agreed to be part of the Contract
3. In consideration of the payments to be made by the Employer to the Contractor as hereinafter

mentioned the Contractor hereby covenants with the Employer to execute and complete the
Works and remedy any defects therein in conformity in all respects with the provisions of the
Contract.
4. The Employer hereby covenants to pay the Contractor in consideration of the execution and
completion of the works and the remedying of defects therein, the Contract Price or such other
as may become payable under the provisions of the Contract at the times and in the manner
prescribed by the Contract.
5. The Parties hereby acknowledge that certain Works have been provided prior to the date of this
Agreement and the Parties hereby agree that the terms and conditions contained in this
Agreement are effective from the Commencement Date.
In Witness whereof the parties hereto have caused this Agreement to be executed the day and year
first before written in accordance with their respective laws.

Page 6 of 114
SIGNED by:
Name (in caps):
In the Capacity of:
for and on behalf of the Contractor
In the presence of:
Witness Name:
Signature:
Designation:
Address:
SIGNED by:
Name (in caps):
In the Capacity of:
for and on behalf of Employer
In the presence of:
Witness Name:
Signature:
Designation:
Address:

Page 7 of 114
2.0 Appendix to Tender
Item Data
Employer’s name and address Arenco logistics Co LLC

PO BOX 61132
Jabel ali Freezone
Opp Gate No 04, North Zone
Dubai, UAE.
Engineer’s name and address Design Integrated Architectural Engineering

Consultants
PO BOX 122752
Office 2205, Damac Business Tower,
Business Bay, Dubai, UAE.
Contractor’s name and address [INSERT]
Commencement Date [INSERT]
Time for Completion of the Works [INSERT]
Defects Notification Period 365 days
Accepted Contract Amount [INSERT]
Profit Margin [INSERT]
Electronic transmission systems By Email to:
Employer: [email protected]
Engineer: [email protected]
Contractor: [INSERT]
Governing Law The Laws of the Emirates of Dubai and the

Federal Laws of UAE applicable in the
Emirates.
Ruling language English
Language for communications English
Time for access to the Site The Commencement Date
Tender | Volume 1 – Commercial Page 8 of 105

Amount of Performance Security Not Used
Normal working hours In accordance with the applicable laws of

Dubai and any Authorities regulations in place at the Site.
Delay damages for the Works In AED: 3000/-per day of delay in completing the Works up
to a maximum of 10% of the Contract Price plus and actual
Engineer’s Fees for extended Supervision and actual charges
of CAR policy extension
Maximum amount of delay damages 10% of the final Contract Price plus actual Engineer’s Fees for
extended Supervision and actual charges of CAR policy
extension
Total advance payment 10% of the Accepted Contract Amount
Number and timing of instalments One single payment upon receipt by the Employer of the
Advance Payment Security
Retention Money 10% of each Interim Payment Certificate, subsequent to

advance payment, up to a maximum of 10% of the Contract
Price.
Limit of Retention Money 10% of Contract Price
Start repayment of advance payment From all interim Payment Certificates (excluding advance
payment & repayments of Retention Money)
Application of Interim Payment The Contractor shall submit a Statement to the Engineer
Certificates after the end of each month, in a form approved by the
Engineer, showing in detail the amounts to which the
Contractor considers himself to be entitled, together with
supporting documents which shall include the report on the
progress during this month
Schedule of Payments The contractor shall submit non-binding estimates of the

payments which he expects to become due during each
month until the Taking-Over Certificate has been issued
for the Works.

Minimum amount of Interim Payment

Certificates AED. 10,000/-
Currency of payment United Arab Emirates Dirhams (AED)
Periods for submission of insurance:

(a) evidence of insurance 7 days
(b) relevant policies 14 Days
Contractor’s All Risk Insurance Full replacement Value
Contractor’sEquipment and machinery Full replacement Value
Minimum amount of third party
insurance The equivalent of AED 5,000,000 per occurrence, with the
number of occurrences unlimited
Motor Vehicle liability insurance Minimum statutory limit
Workmen’s compensation insurance Minimum statutory limit
Offsite third-party liability insurance Contractor shall comply with the minimum statutory auto third
party damage/injury/medical expenses limit requirements.
Arbitration Rules Arbitration Rules of the Dubai International Arbitration Centre
Place of Arbitration Dubai, United Arab Emirates
Professional Indemnity Insurance AED 10,000,000
Offsite general public liability in the Contractor shall comply with the minimum statutory auto third
Country party damage/injury/medical expenses limit requirements
The DAB shall be DAB is not applicable
Appointment (if not agreed) to be DAB is not applicable
made by
As Built Documents Prior to the commencement of the Tests on Completion, the
Contractor shall submit to the Engineer two electronic copies
and two full-size original copies of the relevant "as-built’
documents with any further construction documents
specified by the Employer.
Prior to the commencement of the Tests on Completion, the

Operation and Maintenance Contractor shall submit to the Engineer two electronic copies
Manual and two printed copies of the operation and maintenance
manuals, together with any further construction documents
specified by the Employer.

Variations Procedure For rates or prices of an item of work forming part of a Variation
where such items of work are included in the Bill of Quantities,
Contractor’s overhead charges and profit, and mark-up and
attendance fees, have been included for in the Bill of Quantities
and no further amounts for overhead charges, profit, mark-up
and /or attendance fees shall be payable.
For new rate or price of an item of work forming part of a

variation where such items of work are not included in the Bill
of Quantities:
 Contractor’s overhead charges for work to be executed by

the Contractor itself = 5%; and
 Contractor’s profit for work to be executed by the
Contractor itself = 5%; or
 Contractor’s mark-up and attendance fee for work to be
executed by the Subcontractor = 5% of the Subcontract
price, as determined by the Engineer.
If the Bill of Quantities does not contain any rates or prices

applicable to the varied work, the rates and prices in the Bill of
Quantities shall be used as the basis for valuation so far as
may be reasonable, failing which, after due consultation by the
Engineer and the Contractor.
The Value of any variation shall be agreed by the Contractor

and Engineer within a period of 90 days from the issue date of
the formal instruction, unless otherwise instructed by the
Engineer.
Should the Contractor fail to agree the value within the

stipulated period, the Engineer, shall determine the value as
noted above, which shall be final and binding.

3.0 Conditions of Contract Part I, General Conditions
The Conditions of Contract Part I – General Conditions – shall be the “Conditions of Contract for Plant
and Design-Build for Electrical and Mechanical Plant and Building and Engineering Works Designed by
the Contractor, First Edition 1999”, as prepared by the Federation Internationale des Ingenieurs-
Conseils (FIDIC). These General Conditions are subject to variations and additions set out in Part II
of the Conditions of Contract entitled “Particular Conditions”.
Copies of the “Conditions of Contract for Works of Civil Engineering Construction” are available from
FIDIC via its web site: http://www.fidic.org/

4.0 Conditions of Contract Part II, Particular Conditions

1.1 Definitions
Delete Clause 1.1.1.1 and substitute the following:

1.1.1.1 “Contract” means the documents identified as forming the agreement in the Contract
Agreement.
Delete Sub-Clause 1.1.1.3 and substitute the following;

1.1.1.3 “Letter of Award” means the letter of formal award of the Contract, signed by the
Employer. If there is no such letter of award, the expression “Letter of Award” means the Contract
Agreement and the date of issuing the Letter of Award means the date of signing the Contract
Agreement. Where the term “Letter of Acceptance” is used in the General Conditions of Contract, it
shall be deemed to be a reference to the Letter of Award. Upon signing of the Contract Agreement,
the Letter of Award shall be superseded by the Contract Agreement.

1.1.1.7 “Contractor’s Proposal” means any parts of the tender document and any other
documents (if any) to be included in the Contract that are explicitly referred to within the Contract
Agreement as being part of the Contractor’s Proposal. Any parts of the Tender documents or any
other documents that are not listed explicitly in the Contract Agreement as being part of the
Contractor’s Proposal do not form part of the Contractor’s Proposal or the Contract.

1.1.1.9 “Appendix to Tender” expression means the completed pages entitled “2.0 Appendix to
Tender” that are appended to and form part of the Conditions of Contract Part I, General Conditions
and Conditions of Contract Part II, Particular Conditions.

1.1.1.10 “Schedule of Payments” means the Schedule of Payments listed in section 3.0 of the Price
Schedules. The Schedule of Payments shall be administered in accordance with Sub-Clause 14.4
[Schedule of Payments].
Add the following additional Sub-Clause 1.1.1.11;

1.1.1.11 “Associated Contracts” means any contract entered into by the Employer for the
provision of Prior Work associated with the Works and which has been or is intended to be novated
to the Contractor, or any contract entered into by the Employer for the supply of Operating Equipment
to be used on the completed Works.

1.1.1.12 “Parent Company Guarantee” means the parent company guarantee to be provided by
the Contractor in accordance with Sub-Clause 4.2.2 [Parent Company Guarantee].

1.1.1.13 "Price Schedules" mean Volume 4 of the Contract Documents. Where the term “Bill of
Quantities” is used in the General Conditions of Contract, it shall be deemed to be a reference to the
‘Price Schedules’

1.1.1.14 “Preamble” means the Preamble listed in section 1.0 to the Price Schedules listed in Section
1 of the Price Schedules.

1.1.1.15 “Schedule of Prices” means the Schedule of Prices listed in section 2.0 of the Price
Schedules.


1.1.2.11 "Authority" means any authority listed in the Employer’s Requirements and/or any national,
regional or local government, any governmental, administrative, regulatory, fiscal, judicial or
government-owned body, department, commission, authority, tribunal, agency or other entity of any
kind exercising executive, legislative, judicial, regulatory or administrative functions of government in
the Country.

1.1.2.12 “Third Party Contractor” means any person or entity that the Employer engages for
the design and/or construction of works related to or dependent on the Works and any legal
successors in title to such person or entity.

1.1.3.3 “Time for Completion” means the time for completing the Works or a Section as defined
under Sub-Clause 8.2 [Time for Completion] in Table 1 of the Appendix to Tender with any extension
thereto under the Sub-Clause 8.4 [Extension of Time for Completion], calculated from the
Commencement Date.

1.1.3.10 “Business Day” means a day on which commercial banks are open for business in the
Country.

1.1.3.11 Unless otherwise specified, “month” means Gregorian month.
Delete Sub-clause 1.1.4.1 and substitute the following;

1.1.4.1 “Accepted Contract Amount” means the amount accepted by the Employer for the
execution and completion of the Works and the remedying of any defects, as stated in the Appendix
to Tender.

1.1.5.5 “Plant” means the apparatus, machinery and vehicles intended to form or forming part
of the Permanent Works including the supply only items (if any) which are to be supplied by the
Contractor as specified in the Contract.
Insert new Sub-Clause 1.1.5.9 and substitute the following;

1.1.5.9 “Payment Milestone” means a description of part of the Works, as listed in the Schedule
of Payments, upon the completion of which shall allow the Contractor to make a claim for payment
for such Payment Milestone in accordance with Clause 14 [Contract Price and Payment].

1.1.6.6 “Performance Security” means the security (or securities, if any) under Sub-Clause
4.2.1 [Performance Security].

1.1.6.8 “Unforeseeable” means unforeseeable as judged by reference to the standard of foresight
reasonably to be expected of an experienced contractor operating in the Country by the date of the
Commencement Date having regard, amongst other things, to all the information available to the
Contractor and to the due performance of its obligations pursuant to the Contract.
Add the following additional Sub-Clause 1.1.6.10:

1.1.6.10 “Environmental Management Plan” means the environmental management plan to
be prepared by the Contractor in accordance with Sub-Clause 4.18 [Protection of the Environment],
which shall expand upon the outline environmental management plan submitted by the Contractor
and shall be approved by the Employer and the applicable Authority


1.1.6.11 “Latent Defect” means any defect in design, materials or workmanship or defects
arising from any act or omission of the Contractor done or omitted prior to the issue of a Performance
Certificate which a reasonable examination would not have disclosed. For the avoidance of doubt, this
does not include any defect in any design for which the Contractor is not responsible.

1.1.6.12 “Quality Manual and Procedures” means the manual and procedures to be provided
by the Contractor in accordance with Sub-Clause 4.9 [Quality Assurance].

1.1.6.13 “Quality Plan” means the plan to be provided by the Contractor in accordance with
Sub-Clause 4.9 [Quality Assurance].

1.1.6.14 “Quality System” means the quality system to be provided by the Contractor in
accordance with Sub-Clause 4.9 [Quality Assurance].

1.1.6.15 “Utilities” means fresh water systems, storm water systems, drainage systems,
sewerage systems, telephone systems, television and radio, electricity cabling and substations, street
lighting, traffic aids, telemetric cables and other cabling systems installed or to be installed within or
affecting the Site.

1.1.6.16 “Utilities Diversion” means any change in location, change in level, alteration in size,
change in type, removal with subsequent replacement, capping off, termination and brief interruption
of any Utilities and all associated work that is required to be performed in order that such change be
implemented but does not include any work that is performed to provide permanent or temporary
power, drainage discharge.

1.1.6.17 “Waterways and Road Traffic Management Plan” means waterways and road
traffic management plan to be prepared by the Contractor in accordance with Sub-Clause 4.15 [Access
Route], which shall expand upon the outline environmental management plan submitted by the
Contractor and shall be approved by the Employer and the applicable Authority.

1.1.6.18 "Lender" means any Person providing financial assistance under the Financing
Documents.

1.1.6.19 "Direct Agreement" means the direct agreement that might be entered into between
the Lenders, the Employer and the Contractor require under Sub-clause 4.2.3
Delete Sub-Clause 1.2 and substitute the following;

1.2 Interpretation
In the Contract, except where the context requires otherwise:
(a) words indicating one gender include all genders;

(b) words indicating the singular also include the plural and words indicating the plural also include
the singular;
(c) provisions including the word “agree”, “agreed” or “agreement” require the agreement to be
recorded in writing, and

(d) “written” or “in writing” means hand-written, type-written, printed or electronically made, and
resulting in a permanent record.
The marginal words and other headings shall not be taken into consideration in the interpretation of
these Conditions.
If any provision of this Contract shall be declared invalid, unenforceable or illegal by the courts of any
jurisdiction to which it is subject, such invalidity, unenforceability or illegality shall not prejudice or
affect the validity, enforceability and legality of the remaining provisions of this Contract.
In these Conditions, provisions including the expression “cost plus reasonable profit” require this
profit to be margin covering overhead and profit expressed as a percentage of the Contractor’s cost
(his expenditure reasonably incurred or to be incurred) stated in the Appendix to Tender.

1.3 Communications
Wherever these Conditions provide for the giving or issuing of approvals, certificates, consents,
determinations, notices and requests, these communications shall be:
(a) in writing and delivered by hand (against receipt), sent by mail or courier, or transmitted using
any of the agreed systems of electronic transmission as stated in the Appendix to Tender; and
(b) delivered, sent or transmitted to the address for the recipient’s communications as stated in the
Appendix to Tender. However:
(i) if the recipient gives notice of another address, communications shall thereafter be
delivered accordingly; and
(ii) if the recipient has not stated otherwise when requesting an approval or consent, it may
be sent to the address from which the request was issued.
except that Email shall not be used for the issue of determinations or certificates or for the giving of
notices or instructions. Any determination or certificate, or any notice or instruction given in
accordance with the foregoing clauses, that is transmitted by facsimile shall be backed up with a hard
copy by hand, mail or courier as soon as is practicable.
A notice given to a person in accordance with this Sub-Clause 1.3 [Communications] is treated as
having been given and received:
(c) in the case of delivery in person, when delivered to the intended recipient or their premises;
(d) in the case of delivery by registered post, two Business Days after the date of posting (if posted
to an address in the same country) or seven Business Days after the date of posting (if posted
to an address in another country);
(e) in the case of delivery by facsimile, on receipt by the sender of a transmission control report
from the dispatching machine showing the relevant number of pages and the correct destination
facsimile number or name of intended recipient and indicating that the transmission has been
made without error; or
(f) in the case of delivery by electronic transmission, the first to occur of:
(i) receipt by the sender of the electronic transmission of acknowledgment from the recipient’s
information system showing that the electronic transmission has been delivered to the
address of that recipient;
(ii) the time that the electronic transmission enters an information system which is under the
control of the intended recipient; and
(iii) the time that the electronic transmission is first opened or read by an employee or officer
of the intended recipient,

but if the result is that a notice would be taken to be given or made on a day that is not a Business
Day or at later than 16:00hrs (local time) on a Business Day, it will be taken to have been duly given
or made at the start of business on the next Business Day.
Approvals, certificates, consents and determinations shall not be unreasonably withheld or delayed.
When a certificate is issued to a Party, the certifier shall send a copy to the other Party. When a notice
is issued to a Party or the Engineer, by the other Party or the Engineer, a copy shall be sent to the
Engineer or the other Party, as the case may be.

1.5 Priority of Documents
The documents forming the Contract, which are stated in the Contract Agreement, are to be taken as
mutually explanatory of one another. For the purposes of interpretation, the priority of the documents
shall be in accordance with the sequence in which they are listed in the Contract Agreement.
If an ambiguity or discrepancy is found in the documents, the Engineer shall issue any necessary
clarification or instruction.

1.6 Contract Agreement
The Parties shall enter into a Contract Agreement on the Date stated in the Contract Agreement. The
Contract Agreement is the document titled “1.0 Contract Agreement” attached above.

1.7 Assignment
Neither Party shall assign or otherwise transfer the whole or any part of the Contract or any benefit
or interest in or obligation under the Contract without the prior written agreement of the other Party,
except that:
(a) the Employer may, as security in favour of any Lender, assign the whole or any part of the
Contract or any benefit or interest in or under the Contract; and
(b) the Employer may assign any benefit or interest in or under the Contract to a current or
prospective occupier or user of the Permanent Works or the Site.
The Contractor agrees that in the event of an assignment of the Contract to any Lender or any other
permitted assignee, the Contractor shall, if requested by the Employer, execute an acknowledgement
of assignment in such form as the Employer shall require.
If the Employer assigns any benefit or interest in or under the Contract to a current or perspective
occupier or user of the Permanent Works or the Site, the provisions of the Contract shall be
maintained.

1.8 Care and Supply of Documents
The Employer’s Requirements and Drawings of the Employer’s design shall be in the custody and care
of the Employer/Engineer. Unless otherwise stated in the Contract, two copies of the Contract and
of each subsequent Drawing shall be supplied to the Contractor, who may make or request further
copies at the cost of the Contractor.
Each of the Contractor’s Documents shall be in the custody and care of the Contractor, unless and
until taken over by the Employer. Unless otherwise stated in the Contract, the Contractor shall supply
to the Engineer six copies of each of the Contractor’s Documents.

The Contractor shall keep, on the Site, a copy of the Contract, publications named in the Employer’s
Requirements, the Contractor’s Documents (if any), and Variations and other communications given
under the Contract. The Employer’s/Engineers Personnel shall have the right of access to all these
documents at all reasonable times.
If a Party becomes aware of an error or defect of a technical nature in a document which was prepared
for use in executing the Works, the Party shall promptly give notice to the other Party of such error
or defect.
The Price Schedules shall not constitute any contractual definition of the Works and there is no
intention to use the Price Schedules to re-measure the Contract Price. The Contractor will submit,
within 28 days of signing the Contract, the Payment Milestones that are to form part of the Schedules
of Payments, that when agreed with the Employer, will become an integral part of the Contract and
will be used for the interim payments. For the avoidance of doubt, no interim payments shall be
made until such time as the Employer has agreed to the definitions of the Milestones.
Delete Sub-Clause 1.9 and Substitute the following;

1.12 Confidential Details
The Contractor shall disclose all such confidential and other information to the Engineer as the
Engineer may reasonably require in order to verify the Contractor’s compliance with the Contract.
Each party (the “Receiving Party”) shall not, without the consent of the other party at any time
(whether before or after the issue of a Taking Over Certificate) divulge or suffer or permit its
consultants, servants, employees or agents to divulge to any person or use for purposes unconnected
with the Contract any information which is by its nature or may be marked confidential concerning
the other party or the Project (including information concerning the costs of operation or the business
situation or financial condition of the other party) or any information concerning the contents of the
Contract (the “Confidential Information”).
Notwithstanding the foregoing, the Receiving Party may disclose such Confidential Information to its
consultants, servants, employees or agents and to those of their respective personnel who need to
know the same for the proper performance of the Contract and to the Lenders and/or prospective
Lenders (each an “Authorised Party”) provided however that such Authorised Party shall, if the other
party so requires, execute an undertaking of confidentiality with respect to any such Confidential
Information in such form as the other party may reasonably require.
The Receiving Party, (in addition to disclosure permitted by the preceding paragraph) or an Authorised
Party, is permitted to disclose Confidential Information to any other person to the extent that he is
required by law or court order, or by any government or regulatory body with whose instructions he
has to comply. If such disclosure is required, the Receiving Party or the Authorised Party, shall use all
reasonable efforts to minimise the amount of disclosure.
The provisions of this Sub-Clause 1.12 [Confidentiality] shall continue to apply, without limit in point
of time, until any such information enters the public domain without fault on the part of the Receiving
Party or the Authorised Party.
The Contractor shall not make any statement to any form of public media or to any professional or
trade association, learned society or conference concerning the Contract, the Works or the Project
without the Employer’s prior written consent.
Add the following additional Sub-Clause 1.15

1.15 Inspections and Audits
Subject to Sub-Clause 1.12 [Confidential Details], the Contractor shall permit the Employer/Engineer
to audit the accounts and records of the Contractor [to the extent required under applicable Law].
The Contractor shall permit the Lenders and/or the LTA to inspect the Site, the Works and/or the

Contractor's accounts and records relating to the performance of the Contract and to have such
accounts and records audited by auditors appointed by the Lenders if required by the Lenders.
1.16 Prevention of Bribery and Corruption
The Contractor shall (and procure that its officers, employees and agents shall):
(a) comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-
corruption including but not limited to the Bribery Act 2010 (UK) and Foreign Corrupt Practices
Act 1977 (US) ("Relevant Requirements") and maintain adequate procedures to prevent
bribery and corruption;
(b) comply with Employer's Anti-Bribery and Corruption Policy – Global Policy and Procedure
(available upon request) to which Employer may update from time to time;
(c) promptly report to Employer any request or demand for any undue financial or other
advantage of any kind received by the Contractor in connection with the performance of this
Contract;
(d) comply with the applicable laws in the United Arab Emirates, including but not limited to,
articles 234 to 239 of the UAE Penal Code, Federal Law No. 3 of 1987 (the Federal Penal
Code) and any other; and
(e) comply with all requirements of sectionAnti-Slavery and Human Trafficking Laws and Policies
of this Contract.
The Contractor shall ensure that any person associated with the Contractor who is performing services
or providing goods in connection with the Contract does so only on the basis of a written contract
which imposes on and secures from such person terms equivalent to those imposed on the Contractor
in the present clause ("Relevant Terms"). The Contractor shall be responsible for the observance and
performance by such persons of the Relevant Terms and shall be directly liable to the Employer for
any breach by such persons of any of the Relevant Terms.

Breach of this Sub-Clause shall be deemed a material breach of this Contract.
Add the following additional Sub-Clause 1.17;

1.17 Waiver
Failure by a Party at any time to enforce any provision of the Contract or to require performance by
the other Party of any of the provisions of the Contract shall not be construed as a waiver of any such
provision and shall not affect the validity of or any part of the Contract or create any estoppel or in
any other way affect the right of such Party to enforce any provision under the Contract in accordance
with its terms (other than where expressly provided to the contrary in the Contract).

1.18 Severability
If any provision of the Contract is held to be illegal, invalid or unenforceable in whole or in part, the
Contract shall continue to be valid and enforceable as to its other provisions and the remainder of the
affected provision.

2.1 Right of Access to the Site
The Contractor is aware that the Works are part of the Site and involves many contractors and
activities at and around the Site and therefore requires continuous close co-ordination and co-
operation amongst and between the Contractor, the Contractor's Personnel, the Third Party
Contractors, the Employer's Personnel and the advisers of the Employer or its Affiliates. The
Contractor and the Employer acknowledge that during the course of the Works the Third Party
Contractors' works may be undertaken either concurrently or sequentially with the Works.
The Contractor shall confine his activities to the allotted site area(s) and shall not allow his personnel
to trespass upon any other areas occupied by the Employer. Except with the written permission of
the Employer, no person in the employment of the Contractor or any sub-contractors or any agent of
the Contractor will be permitted to enter any buildings or lands or workshops.
The Contractor shall be deemed to have investigated and satisfied himself in all respects as to matters
affecting access to and use of the Site to be made available to him. The Contractor confirms that he
has prior to the date of execution of the Contract advised the Employer in writing of any and all such
matters which may cause delay and/or disruption to the progress of the Works and/or the completion
of the Development and that all such matters have been taken into account in respect of access to
the Site. The Contractor shall not be entitled to any extension of time, or relief from its obligations
under the Contract or any increase to the Contract Price, payment or cost associated with matters
affecting access to and use of the Site.
The Contractor confirms that he has made or shall be deemed to have made all due allowance in the
planning, programming, organisation and pricing of the Works for the carrying out of the Employer's
Other Contractor's works to the extent that the same ought reasonably to have been done by a
contractor exercising Good Industry Practice based upon the information made available to the
Contractor prior to the date of this Contract.
The Employer shall, subject to any requirements set out in the Employer's Requirements give the
Contractor right of access to, and possession of, all parts of the Site within the time (or times) stated
in the Appendix to Tender. The right and possession shall not be exclusive to the Contractor and shall
oblige the Contractor to share any access with the Employer (and any Employer’s Personnel) and any
other contractors or third parties engaged by the Employer to carry out the works as identified in the
Contract (if any). If, under the Contract, the Employer is required to give (to the Contractor)
possession of any foundation, structure, plant or means of access, the Employer shall do so in the
time and manner stated in the Employer's Requirements. However, the Employer may withhold any
such right or possession until the Performance Security due to be provided in accordance with Sub-
Clause 4.2 [Performance Security] has been received.

If no such time is stated for access to Site in the Appendix to Tender, the Employer shall give the
Contractor right of access to, and possession of, the Site within such times as may be required to
enable the Contractor to proceed in accordance with the programme submitted under Sub-Clause 8.3
[Programme].
If the Contractor suffers delay and/or incurs Cost as a result of a failure by the Employer to give any
such right or possession within such time, the Contractor shall give notice to the Engineer and shall
be entitled subject to Sub-Clause 20.1 [Contractor’s Claims] to:
a) an extension of time for any such delay, if completion is or will be delayed, under Sub-Clause
8.4 [Extension of Time for Completion].
After receiving this notice, the Engineer shall proceed in accordance with Sub-Clause 3.5
[Determinations] to agree or determine these matters.
However, if and to the extent that the Employer’s failure was caused by any error or delay by the
Contractor, including an error in, or delay in the submission of, any of the Contractor's Documents,
the Contractor shall not be entitled to such extension of time or Cost.
If the Contractor requires access to, possession of or other rights to any other land (other than the
Site) in or to perform the Works and satisfy the Contractor's other obligations under the Contract, the
Contractor shall be responsible for obtaining such rights at its cost and shall not be entitled to claim
any Costs or extension of time or other relief or compensation in respect thereof.
If, access to the site is controlled by the port security and all the required gate passes will be issued
free of cost upon submission of required documents to the port security. In case, the gate passes are
not issued for free, the Contractor shall be reimbursed for such cost upon submission of original
receipts with the statement of costs.

2.2 Permits, Licenses or Approvals
The Employer shall (where he is in a position to do so) provide reasonable assistance to the Contractor
at the request of the Contractor:
(a) by obtaining copies of the Laws of the Country which are relevant to the Contract but are not
readily available, and
(b) for the Contractor’s applications for any permits, licenses or approvals required by the Laws of
the Country:
(i) which the Contractor is required to obtain under Sub-Clause 1.13 [Compliance with Laws],
(ii) for the delivery of Goods, including clearance through customs, and
(iii) for the export of Contractor’s Equipment when it is removed from the Site.
Such assistance shall not relieve the Contractor from his sole responsibility for obtaining and
complying with all required permits, licences and approvals referred to in this Sub-Clause and/or
mentioned in the Employer’s Requirements
In addition, the Contractor shall be responsible for obtaining all necessary licences and consents which
are required from any licensor and any other person in connection with the construction, operation
of the Works and remedying defects therein so that all such licences and consents are in full force
and effect and so that such licences and consents permit the Employer to operate and maintain the
Works in perpetuity free of charge and without interference from any third party and the Contractor
shall indemnify the Employer from all or any losses, claims, costs and liabilities sustained or incurred
by the Employer to any such person in respect thereof.

2.3 Employer’s Personnel
The Employer shall use his best endeavours to ensure that the Employer’s Personnel and Third Party
Contractors on the Site:
(a) Cooperate with the Contractor’s efforts under Sub-Clause 4.6 [Cooperation]; and
(b) Take actions similar to those which the Contractor is required to take under sub-paragraphs
(a), (b) and (c) of Sub-Clause 4.8 [Safety Procedures] and under sub-paragraphs (a), (b) and
(c) of Sub-Clause 4.18 [Protection of the Environment].
Delete Sub-Clause 2.4 in its entirety:

3.5 Determinations
Whenever these Conditions provide that the Engineer shall proceed in accordance with this Sub-
Clause 3.5 to agree or determine any matter, the Engineer shall consult with each Party in an
endeavour to reach agreement. If agreement is not achieved, the Engineer shall, make a
determination in accordance with the Contract, taking due regard of all relevant circumstances. In so
doing, the Engineer shall conduct himself fairly.
The Engineer shall give notice to both Parties of each agreement or determination, with supporting
particulars. Each Party shall give effect to each agreement or determination unless and until revised
under Clause 20 [Claims, Disputes and Arbitration].
Unless otherwise agreed between the Parties, if dispute resolution proceedings are not commenced
under Clause 20 [Claims, Disputes and Arbitration] within 28 days of the Engineer giving the Parties
notice of a determination, or such other period agreed by the Parties, such determination shall become
final and binding on the Parties and may not be challenged under Clause 20 [Claims, Disputes and
Arbitration].
Any agreement and/or determination pursuant to Sub-Clause 3.5 [Determinations] shall not prejudice
or in any way alter the basis on which other like claims pursuant to the Contract fall to be determined.
The Engineer shall not be bound to seek agreement or make any determination unless the Contractor
has first complied with Sub-Clause 20.1 [Contractor’s Claims], if applicable.

4.1 Contractor’s General Obligations
Without limiting the obligations set out elsewhere in the Contract the Contractor shall:
(a) design, verify, execute, test, commission and complete the Works in accordance with the
Contract, and shall remedy any defects in the Works;
(b) obtain all necessary permissions from the relevant Authorities, and throughout the execution of
the Works co-ordinate all works in compliance with the requirements of statutory Authorities;
(c) provide the Contractor’s Documents specified in the Contract;
(d) be responsible for the adequacy, stability, and safety of all Site operations and of all methods of
construction;
(e) do all works of site investigation, survey, and (save as expressly provided in the Contract) all
selection of Goods, consumables, processes, methods of work or technology;
(f) project manage, co-ordinate, schedule and supervise all aspects of the Works whether carried
out directly by the Contractor or subcontracted to others;
(g) provide and direct all necessary personnel to administer, supervise, inspect, co-ordinate and
control the subcontracts and at all time to co-ordinate the Works and ensure execution and
completion of the subcontracts in a proper and workmanlike manner according to this Contract.
(h) manufacture and/or procure all Goods, consumables or other things required for the execution
of the Works;
(i) transport, store, protect and secure all Goods or other things required for the execution of the
Works;

(j) construct, erect, install and do all permanent and temporary work related to the Works, including
but not limited to all works of Site preparation and formation;
(k) test and rectify as necessary the Works during the execution of the Works and prior to the issue
of the Performance Certificate for the whole of the Works;
(l) supply all labor and all supervisory, management, technical, administrative and other staff
necessary for the design, verification, execution and construction of the Works;
(m) perform all necessary testing and commissioning of the Works;
(n) supply all personnel required for making good defects pursuant to the defects correction
obligations specified in the Contract; and
(o) comply with all environmental protection and mitigation requirements in accordance with the
Environmental Management Plan, meeting the Employer’s environmental commitments as
dictated by the Environmental Licenses and other applicable environmental Laws,
(p) ensure the Contractor completes all of his obligations under the Contract in accordance with the
requirements of any applicable laws and any regulations or requirements of any and all
Authorities,
all as may be required pursuant to the Contract.
The Works shall include any work which is necessary to satisfy the Employer’s Requirements, and
Schedules, 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.
When completed, the Works shall be in compliance with the Contract and fit for the purposes for which
the Works are intended as defined by (or can be reasonably inferred from) the Contract.
The Contractor shall be responsible for the adequacy, stability and safety of all Site operations, of all
methods of construction and of ail the Works.
The Contractor shall, whenever required by the Engineer, submit details of the arrangements and
methods which the Contractor proposes to adopt for the execution of the Works for the Engineer’s
consent. No significant alteration to these arrangements and methods shall be made without this having
previously been notified to the Engineer
The Contractor warrants to the Employer that:
(q) (except to the extent that the Employer’s Requirements permit otherwise) the Permanent Works
will comprise only materials and goods which are new and of sound and merchantable quality
and all workmanship, manufacture and fabrication shall be in accordance with the standards
referred to in the Employer’s Requirements;
(r) the Works will be designed and constructed so that they will meet the performance tests and the
standards stipulated in the Employer’s Requirements and will operate in accordance therewith;
(s) the Works will be such that they will be capable of being operated in accordance with the
requirements of the Contract in a safe and efficient manner and free from any risk to the health
and well-being of persons using them or involved in the operation and management of them and
from any risk of nuisance, interference or hazard;
(t) the Contractor has all the resources (including labour), experience, qualifications, licences and
capability at his disposal as are required to perform the Contract to the standard required under
the Contract. The Contractor shall at all times employ sufficient and skilled labour to design,
verify and perform the Works;
(u) the whole of the Works shall, when completed, be in compliance and fit for the purposes for
which the Works are intended as set out in or which is implied by compliance with the Contract;
(v) no infringement of any patent, trade mark, registered design, copyright or any other registrable
or proprietary intellectual property right of any kind whether in the Country or elsewhere will
result from the performance of the Contract or the operation or ownership of the Works by the
Employer, any operator, the Government or any substitute entity appointed by any bank or
financial institution, to which the whole or any part of the Contract might be assigned under Sub-
Clause 1.7 [Assignment];

(w) the Contractor and the Works will comply with all environmental protection and mitigation
requirements set out in the Environmental Management Plan and other applicable environmental
Laws.
(x) the Contractor did not in any way rely upon any information, data, representation, statement or
document made by or provided to the Contractor by the Employer, or the accuracy, adequacy or
completeness of such information, data, representation, statement or document, including
everything referred to in Sub-Clause 4.10 [Site Data]; and
(y) the Contractor enters into this Contract based on his own investigations, interpretations,
deductions, information and determinations including everything referred to in Sub-Clause 4.10
[Site Data].
Delete Sub-Clause 4.2 and substitute with the following Sub-clauses;

4.2 Performance Security, Parent Company Guarantee, Warranties
and Direct Agreement
The Contractor shall obtain (at his cost) a Performance Security for proper performance, in the amount
and currencies stated in the Appendix to Tender.
The Contractor shall deliver the Performance Security to the Employer within 28 days after receiving
the Letter of Award and shall send a copy to the Engineer. The Performance Security shall be issued
by a internationally recognized and reputable bank and approved by the Employer, and shall be in
the form attached in Section 5.0 of Volume 1 Commercial of the Contract Documents.
The Contractor shall ensure that the Performance Security is valid and enforceable until the Contractor
has executed and completed the Works and remedied any defects. If the terms of the Performance
Security specify its expiry date, and the Contractor has not become entitled to receive the Performance
Certificate by the date 28 days prior to the expiry date, the Contractor shall extend the validity of the
Performance Security until the Works have been completed and any defects have been remedied.
The Employer shall not make a claim under the Performance Security, except for amounts to which
the Employer is entitled under the Contract in the event of:
(a) failure by the Contractor to extend the validity of the Performance Security as described in the
preceding paragraph, in which event the Employer may claim the full amount of the
Performance Security,
(b) failure by the Contractor to pay the Employer an amount due, as either agreed by the Contractor
or determined under Sub—Clause 2.5 [Employer’s Claims] or Clause 20 [Claims, Disputes and
Arbitration], within 42 days after this agreement or determination,
(c) failure by the Contractor to remedy a default within 42 days after receiving the Employer’s
notice requiring the default to be remedied, (except where, if the default is of such a nature
that he cannot reasonably be remedied within 28 days, the Contractor has, within 28 days of
such notice, submitted and commenced implementation of a defects repair work plan approved
by the Engineer); or
(d) circumstances which entitle the Employer to termination under Sub-Clause 15.2 [Termination
by Employer], irrespective of whether 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 to the extent to which the Employer was not entitled to make the claim.
The Employer shall return the Performance Security to the Contractor within 21 days after receiving
a copy of the Performance Certificate.
Without limitation to the provisions of the rest of this Sub-Clause, whenever the Engineer determines
that the Contract Price has increased as a result of Variations totalling an aggregate of more than
twenty percent (20%), the Contractor shall at the Engineer’s request promptly increase the value of
the Performance Security by an equal percentage.

4.2.1 Parent Company Guarantee
The Contractor shall ensure (at his cost) that the entity specified in the Appendix to Tender (if any)
shall issue a guarantee (the “Parent Company Guarantee”) of the Contractor’s obligations.
The Contractor shall deliver the Parent Company Guarantee to the Employer within 28 days after
receiving the Letter of Award, and shall send a copy to the Engineer.
The Parent Company Guarantee shall be in the form attached as attached in section 7.0 of Volume 1
Commercial of the Tender Documents.
The Contractor shall ensure that the Parent Company Guarantee is valid and enforceable until the
Contractor has executed and completed the Works and remedied any defects. If the terms of the
Parent Company Guarantee specify its expiry date, and the Contractor has not become entitled to
receive the Performance Certificate by the date 28 days prior to the expiry date, the Contractor shall
extend the validity of the Parent Company Guarantee until the Works have been completed and any
defects have been remedied.
If the Contractor constitutes (under applicable Laws) a joint venture, consortium or other
unincorporated grouping of two or more companies, the ultimate holding company of any such
company which is a subsidiary company shall provide a Parent Company Guarantee.
4.2.2 Collateral Warranties
The Contractor shall within [28] days of a request from the Employer to do so deliver to the Employer
collateral warranties, substantially in the form set out in the Contract, incorporating such reasonable
amendments as the beneficiary may require, executed by the Contractor [and its ultimate holding
company as guarantor] (or such other company as the Employer may agree) in favour of any Affiliate,
Lender and/or any person:
(a) operating or planning to operate all or part of the Permanent Works;

(b) which, in the Employer's opinion (acting reasonably), is a major user of the Permanent Works;
and/or
(c) which, in the Employer's opinion (acting reasonably), is acquiring a major interest in the
Works.
It is agreed that if Sub-Clause 1.14 [Joint and Several Liability] applies each constituent person of the
Contractor shall be bound by this provision.
If the Contractor does not deliver collateral warranties in accordance with this Contract, then at the
Employer's option, any person referred to above shall, following notice from the Employer to the
Contractor, have the right to enforce the benefit of the Contract, pursuant to the Employer’s rights at
Law.
The Contractor shall also within [28] days of a request from the Employer to do so deliver to the
Employer a collateral warranty substantially in the form set out in the Contract executed:
(a) by the Contractor and Contractor's ultimate holding company or such other company as the
Employer may agree (and if Sub-Clause 1.14 [Joint and Several Liability] applies each
constituent person of the Contractor shall be bound by this provision); and
(b) by each Subcontractor and by any ultimate holding company of such Subcontractor and
Consultant (to the extent applicable).
Notwithstanding anything to the contrary, no amount will become due to the Contractor under this
Contract:
(a) until the Performance Security and the Parent Company Guarantee referred to above have
been delivered to the Employer in accordance with this Sub-Clause 4.2 [Performance Security,
Parent Company Guarantee and Collateral Warranties]; and
(b) [at any time after the Contractor has failed to deliver any collateral warranty as required in

this Sub-Clause 4.2 [Performance Security, Parent Company Guarantee and Collateral
Warranties]].
4.2.3 Not used

4.3 Contractor’s Representative
The Contractor shall appoint the Contractor’s Representative and shall give him all authority necessary
to act on the Contractor’s behalf under the Contract.
Unless the Contractor’s Representative is named in the Contract, the Contractor shall, prior to the
Commencement Date, submit to the Engineer for consent the name and particulars of the person the
Contractor proposes to appoint as Contractor’s Representative, such Contractor’s Representative
possessing the appropriate technical and professional qualifications, skill and expertise. If consent is
withheld or subsequently revoked, or if the appointed person fails to act as Contractor’s
Representative, the Contractor shall similarly submit the name and particulars of another suitable
person for such appointment.
The Contractor shall not, without the prior consent of the Engineer, revoke the appointment of the
Contractor’s Representative or appoint a replacement.
The whole time of the Contractor’s Representative shall be given to directing the Contractor’s
performance of the Contract. If the Contractor’s Representative is to be temporarily absent from the
Site during the execution of the Works, a suitable replacement person shall be appointed, subject to
the Engineer’s prior consent, and the Engineer shall be notified accordingly.
The Contractor’s Representative shall, on behalf of the Contractor, receive instructions under Sub-
Clause 3.3 [Instructions of the Engineer].
The Contractor’s Representative may delegate any powers, functions and authority authorities to any
competent person, and at any time may revoke the delegation. Any delegation or revocation shall
not take effect until without the written consent of the Engineer upon the application of the
Contractor’s Representative, naming and providing particulars of the person and specifying the
powers, functions and authority being delegated or revoked. Revocation of any such powers,
functions and authorities shall only take effect upon notice being received by the Engineer from the
Contractor.
The Contractor’s Representative and all these persons shall be fluent in the language for
communications defined in Sub-Clause 1.4 [Law and Language].
The Contractor’s Representative shall have the authority to make decisions and negotiate on behalf
of the Contractor. An appropriate notarized power of attorney shall be provided upon appointment
of the Contractor’s Representative.

4.4 Subcontractors
The Contractor shall not subcontract:
(a) the whole or substantially the whole of the Works;

(b) the Contractor’s project management functions and obligations under the Contract;
(c) the Contractor’s obligations for quality control;
(d) the Contractor’s obligations for safety; or
(e) the Contractor’s obligations for environmental management.
The Contractor shall be responsible for the acts or defaults of any Subcontractor (including a

nominated subcontractor), his agents or employees, as if they were the acts or defaults of the
Contractor.
Unless otherwise stated in the Contract, the Contractor shall not be required to obtain consent to:
(f) suppliers of Materials where the value of such supply does not exceed the equivalent of AED
500,000;
(g) a subcontract where the value of such subcontract does not exceed the equivalent of AED
1,000,000;
(h) a subcontract for which the Subcontractor is named in the Contract;
(i) The prior consent of the Engineer (including of the terms of the proposed subcontract) shall be
obtained to other proposed suppliers of Materials and Subcontractors;
(j) The Contractor shall, when seeking consent to subcontract part of the Works in accordance with
this Sub-Clause provide the Engineer with the following:
(i) details of the value of the subcontract;

(ii) evidence to confirm that the proposed Subcontractor is experienced and competent in the
relevant work proposed to be subcontracted and is properly registered or licensed to
undertake the work; and
(iii) any such other information as the Engineer may reasonably require.
(iv) The Contractor shall give the Engineer not less than 28 days’ notice of the intended date of
the commencement of each Subcontractor’s work, and of the commencement of such work
on the Site;
Each subcontract shall include provisions which would entitle the Employer to require the subcontract
to be assigned to the Employer under Sub-Clause 4.5 [Nominated Subcontractor] (if or when
applicable) or in the event of termination under Sub-Clause 15.2 [ Termination by Employer].
The Contractor shall ensure that the requirements imposed on the Contractor by Sub-Clauses 1.12
[Confidential Details], sub-paragraphs (a), (b) and (c) of Sub-Clause 4.8 [Safety Procedures],
paragraph 1 of Sub-Clause 4.9 [Quality Assurance] Sub-Clauses 4.14 [Avoidance of Interference],
sub-paragraphs (a), (b) and (c) of Sub-Clause 4.18 [Protection of the Environment], and Clause 6
[Staff and Labour] apply equally to each Subcontractor.
Delete Sub-Clause 4.5 in its entirety.

4.5 Nominated Subcontractor

4.6 Co-operation
The Contractor shall, as specified in the Contract or as instructed by the Engineer, allow
appropriate opportunities for carrying out work to:
(a) the Employer and the Employer’s Personnel and the Employer’s other contractors
engaged in the works;
(b) any Third Party Contractors including but not limited to the contractors engaged by the
Employer for the works and maintenance in the Site and other Port;
(c) the personnel of any legally constituted public authorities of the Country, who may be
employed in the execution on or near the Site of any work whether or not included in
the Contract.
The Contractor shall be responsible for his construction activities on the Site, and shall coordinate
his own activities with the other contractors of the Employer undertaking the works and those
of the Third Party Contractors to the extent (if any) specified or inferred from the Employer’s
Requirements or as shall otherwise become known (or ought to become known) to the

Contractor. The Contractor shall not hinder or obstruct the Third Party Contractors’ activities on
Site.
If the Contractor cannot resolve issues arising from the coordination with the other contractors of
the Employer engaged in the works and the Third Party Contractors, the Contractor shall request
a decision from the Engineer. The Engineer’s decision on all co-ordination matters shall be final
and binding unless or until opened up, reviewed and revised pursuant to Sub-Clause 20.6
[Arbitration].
The Contractor agrees to allow the Employer, the Engineer, their respective agents and advisers
and any other persons authorised in writing by the Employer or the Engineer such access to the
Site and to documentation in relation to the Contract at such times as the Employer shall
reasonably require.
The Contractor shall assist and co-operate with the Employer, the Employer's Personnel and any
other contractors engaged by the Employer for other works, for effective integration with the
Works. For the working areas of the Site which may be shared with other contractors over
certain periods, or shared access to particular areas of work, the Contractor shall provide to the
Engineer, prior to 45 days of this event a proposal for co-operation and co-ordination of the
works. The Engineer may arrange a meeting or consultation with other stakeholders (as may be
required) where the Contractor and other contractors will discuss and agree on the method of
co-operation for the successful completion of the all works in accordance with Employers
programme (Master Programme). The meeting and consultation shall be held in the form of a
minuted coordination meetings in order to update with the necessary information all the parties
involved. These coordination meetings shall not be binding or in conflict with the ultimate decision
of the Engineer and shall not be misinterpreted against the involved parties.
The Contractor shall work beside other contractors engaged by the Employer for works on the
Site and has an obligation to provide access to these contractors as required and to co-ordinate
and manage any interfaces in such way that will mitigate the risks for the Employers overall
programme of works (Master Programme).
The Contractor shall assist and co-operate with the Employer, the Employer's Personnel and
any contractors engaged by the Employer for the supply of the Goods and Equipment, as well
as installation and commissioning of the Goods and Equipment and their effective integration
with the Works so as to enable the successful completion of all inspections and Tests on
Completion. Without limiting the foregoing, the Contractor shall make available:
(a) that portion of the Works identified in the Employer’s Requirements and Drawings required
for installation and commissioning of the Goods and Equipment by the applicable time for
completion and allow the relevant Employer's contractors access thereto; and
(b) to the relevant Employer's contractor the power supply and other utilities identified in the
Employer’s Requirements and Drawings required for installation and commissioning of the
Goods and Equipment.
The Contractor shall obtain, co-ordinate and submit to the Engineer for his information all details
of the proposed works (insofar as they may affect the execution and construction of the Works)
of any of the above parties. The Contractor shall be responsible for the locations of their work
or materials, in order to ensure that there is no conflict with the work of the Contractor or his
subcontractors.
The Contractor shall indemnify and hold harmless the Employer, the Employer's Personnel, and
their respective agents, against and from all claims, damages, losses and expenses in respect of
any claim made or proceedings brought by any party as a result of the Contractor's or his
Subcontractors' presence on the Site or negligence or wilful misconduct upon such property or
failure to comply with the obligations set out in this Sub-Clause 4.6 [Co-operation].
Delete Sub-Clause 4.7 in its entirety and substitute the following:

4.7 Setting Out and Prior Work
4.7.1 Setting Out
The Contractor is responsible for the true and proper setting-out of the Works and for the
correctness 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.
The checking of any setting-out or of any line or level by the Employer and/or the Engineer shall
not in any way relieve the Contractor of his responsibility for the correctness thereof and the
Contractor shall carefully protect and preserve all bench-marks, sight rails, pegs and other things
used in setting out the Works.
The Contractor shall establish the area for siting its and the Engineer’s and Employer’s site
facilities and for storage of materials and equipment within the Site. The Contractor shall within
seven days of the Commencement Date, submit to the Engineer for approval full details of the
proposed layout of the offices, amenities, stores, workshops etc., within the Site.
The Engineer reserves the right to designate additional or alternative working areas beyond the Site.
4.7.2 Prior Work
Where the proper execution of the Works is dependent upon or appreciably affected by the quality or
completeness of any work on or around the Site to be carried out or that has been carried out by any
other person (the "Prior Work") the Contractor shall inspect the Prior Work as soon as is practicable
after the Employer gives the Contractor possession of the Site.
If the Contractor discovers any defects or matters in or connected with the Prior Work which in his
opinion render or are likely to render the Prior Work unsuitable, unsatisfactory or detrimental in any
way to the proper execution of the Works, he shall forthwith notify the Engineer in writing providing:
(a) full particulars of the defects or matters identified;

(b) the reasons for the opinion formed by him in respect of the defects or matters identified; and
The Contractor shall not commence or continue with the execution of any part of the Works dependent
upon or appreciably affected by the Prior Work the subject of the notification referred to above.
On receipt of the Contractor’s notification the Engineer shall investigate the Prior Work the subject of
the notification and if the Engineer agrees with the Contractor, subject to the receipt of the Employer’s
prior written approval, issue an instruction to the Contractor and value any work carried out or to be
carried out by the Contractor by reason of that direction as a Variation under Sub-Clause 13.3
[Variation Procedure] or if the Engineer disagrees with the Contractor, issue an instruction to the
Contractor to commence or continue with the Works.
If the Contractor fails to:
(c) inspect the Prior Work as required by this Sub-Clause; or

(d) after carrying out the inspection of the Prior Work as required by this Sub-Clause, notify the
Engineer of any defects or matters which should have been detected at the time of such
inspection by a competent and experienced contractor and which may render the Prior Work
unsuitable, unsatisfactory or detrimental in any way for the proper execution of the Works,
and the Prior Work subsequently proves to be unsatisfactory for the proper execution of the Works,
then any work which is required to be executed in order to render the Prior Work suitable, satisfactory
and non-detrimental for the proper execution of the Works shall be performed by the Contractor at
his own expense.

4.8 Safety Procedures

The Contractor shall:
(a) comply with all applicable safety regulations including those described as mandatory
in Employer’s safety manual in Volume 5;
(b) comply with safety laws and regulations required in the Country and by any Authorities;
(c) take care for the safety of all persons entitled to be on the Site;
(d) use reasonable efforts to keep the Site and Works clear of unnecessary obstruction so as
to avoid danger to these persons;
(e) provide and maintain fencing, lighting, warning signs, guarding and watching of the
Works, where necessary or required by the Engineer or by any duly constituted authority,
for the protection of the Works or for the safety and convenience of the public or others
until completion and taking over under Clause 10 [Employer’s Taking Over];
(f) provide all appropriate marine safety equipment; and
(g) provide any Temporary Works (including roadways, footways, guards and fences) which
may be necessary, because of the execution of the Works, for the use and protection of
the public and of owners and occupiers of adjacent land.
The Contractor shall, within 28 days after the Commencement Date, submit to the Engineer for
his consent a detailed occupational health, safety and rehabilitation plan (“Occupational Health,
Safety and Rehabilitation Plan”). The plan shall be in accordance with the current occupational
health, safety, and rehabilitation management system guidelines in place in the Country, the
requirements set out in the Employer’s Requirements and any requirements described as
mandatory in the Employer’s Safety Manual. The Contractor shall make sure that his Occupation
Health, Safety and Rehabilitation Plan is properly coordinated with the other contractors’
occupational health, safety and rehabilitation plans where their work interferes .

The Occupational Health, Safety and Rehabilitation Plan shall be included as part of the Quality Plan
and be subject to and controlled by the requirements of the Quality System.
The Contractor shall on the monthly basis update the Occupational Health, Safety and
Rehabilitation Plan, addressing the following:
(a) generally accepted occupational, health, safety and rehabilitation practices,

(b) effectiveness of the existing Occupational Health, Safety and Rehabilitation Plan,
(c) interference with the other contractors of the Employer set forth under this Sub-Clause (if any)
(d) the updated situation and status covering any events that might impact the Cost
(e) any risks and mitigation measures
(f) and any changes in any applicable Laws or the enactment of any new applicable Laws
(g) any amendments to the Employer’s Safety Manual which affect or may affect the
Contractor carrying out the Works.
The monthly revised the Occupational Health, Safety and Rehabilitation Plan shall be submitted
to the Engineer for approval.
Apart as set forth in foregoing, if at any time it should appear to the Engineer that occupational
health and safety of persons on the Site is in any way compromised, the Contractor shall
produce, at the request of the Engineer, a revised Occupational Health, Safety and
Rehabilitation Plan showing the modifications to such plan necessary to ensure that an
appropriate level of occupational health and safety is restored.
The Contractor shall not commence any part of the Works until the Occupational Health, Safety
and Rehabilitation Plan has been submitted to the Engineer. If at any time the Engineer believes
the Occupational Health, Safety and Rehabilitation Plan to be inadequate, he shall inform the
Contractor in writing, and the Contractor shall not continue with any part of the Works which
the Engineer considers affected by the inadequacy of the Occupational Health, Safety and
Rehabilitation Plan.
The Contractor shall report in writing to the Engineer and to the local police or the local labour
inspector as appropriate details of any accident involving injury to any persons occurring on the
Site as soon as possible after its occurrence.

4.9 Quality Assurance
The Contractor shall perform the Works in accordance with a Quality System and shall undertake
and demonstrate continuous improvement of that Quality System.
The Quality System for the management of all aspects of the Contractor’s obligations under this
Contract shall comply with the requirements of ISO 9001.1994 and the Contractor’s stated
quality policy and objectives. The Quality System documentation shall include a Quality Manual
and Procedures as required by ISO 9001, and as described in the Employer’s Requirements.
The Contractor shall prepare a Quality Plan which shall encompass the planning requirements of
ISO 9001, and shall be in accordance with the framework as set out in the Employer’s
Requirements.
The Contractor shall, within 28 days after the Commencement Date, submit to the Engineer for
his consent four controlled copies of the current edition of his Quality Manual and Procedures
and a first edition of his Quality Plan.

The Contractor shall not commence any part of the Works until the Quality Manual and Procedures
and first edition of the Quality Plan has been submitted to the Engineer.
The Contractor shall review the Quality Plan monthly and revise it when necessary to address changes
in the construction process and to maintain it current as new Subcontractors are engaged, and
promptly submit the revised Quality Plan to the Engineer for his consent.
The Contractor shall review and revise as necessary the Quality Manual and Procedures on a quarterly
basis and promptly submit any revision to the Engineer for his consent.
If at any time it should appear to the Engineer that the quality control on the Site is in any way
compromised, the Contractor shall produce, at the request of the Engineer, a revised Quality Plan
showing the modifications to such plan necessary to ensure an appropriate level of quality control is
in place.
The Engineer owes no duty to the Contractor to review a Quality Manual and Procedures or Quality
Plan submitted by the Contractor for errors, omissions or compliance with this Contract.
The Quality Manual and Procedures or Quality Plan shall be used only as an aid to achieving
compliance with the Contract and to monitor and document such compliance. Such acceptance,
rejection, instruction, comments or reviews by the Engineer (or by any employee, consultant or agent
of the Engineer or the Employer) in relation to the Quality Manual and Procedures or Quality Plan
prepared by the Contractor will not in any way lessen or otherwise affect:
(a) the Contractor’s obligations or responsibilities under this Contract or otherwise according to any
applicable Laws; or
(b) the Employer’s rights against the Contractor whether under this Contract or otherwise according
to any applicable Laws,
or in any way be construed as an instruction or notice by the Engineer to do or refrain from doing
anything.
The Contractor shall include a quality report in his monthly progress report containing the following:
(c) identification of all work in progress;

(d) details of all action taken on the Quality System since the last monthly report including the
following:
(i) procurement reports;
(ii) audit reports;
(iii) training reports;
(iv) new conformance reports;
(v) corrective action requests; and
(vi) minutes of management review meetings; and
(vii) a statement that all Works set out in the progress reports delivered in accordance with
Sub-Clause 4.21 [Progress Reports and Meetings] have satisfied the requirements of the
Quality System and the Contract.
The Contractor shall include in such reports (at the appropriate time):
(e) certification at substantial completion of the Works that the Works have been substantially
completed in accordance with the Quality System and the Contract; and
(f) certification at the expiry of the last Defects Notification Period that the Works have been
completed in accordance with the Quality System and the Contract.
The Contractor acknowledges that while the primary responsibility for all verification, validation,
inspection and testing lies with the Contractor (and his Subcontractors and suppliers), the Engineer
is entitled to carry out verification, inspections and tests of the Works, and conduct Quality System
audits to evaluate the Contractor’s performance in complying with his obligations under the Contract
(including the Quality Plan). The Engineer intends that the level of surveillance of the Works by the

Engineer may involve close inspection at every stage. The Employer’s Requirements details where the
Engineer’s approval or review is required and particular hold points in the specified technical processes
are identified.
(g) make all necessary arrangements to ensure that the Engineer has access to all facilities
(including laboratories), documentation, records and personnel (including those of
Subcontractors) that are required by the Engineer for the carrying out of the surveillance and
audits referred to in this Sub-Clause;
(h) ensure that any relevant employees of the Contractor (and his Subcontractors or suppliers) are
available to discuss details of quality matters with the Engineer during the monitoring and
auditing referred to in this Sub-Clause; and
(i) keep on Site and make available to the Engineer for his use when required copies of all relevant
codes of practice, test methods and standards referred to in the Employer’s Requirements.
Compliance with the Quality Management system system shall not relieve the Contractor from
any duty, obligation or responsibility under or in connection with the Contract.

4.10 Site Data
The Employer shall have made available to the Contractor for his information, prior to the Base Date,
all relevant data in the Employer’s possession on sub-surface and hydrological conditions at the Site,
including environmental aspects. The Employer shall similarly make available to the Contractor all
such data which come into the Employer’s possession after the Base Date.
(a) The Employer does not warrant or make any representation about the accuracy or adequacy
of such information or data which does not in any way purport to accurately represent complete
survey, sub-surface, environmental or other conditions likely to be encountered during the
performance of the Works.
(b) The Contractor shall be fully responsible for the verification of the information or data made
available to him and for any interpretation or conclusion made by him in regard to Site
conditions based on such information or data and the Contractor acknowledges that such
information or data will not form part of the Contract and that the Employer will not be liable
upon any claim by the Contractor arising out of or in connection with such information or data.
The Contractor shall be deemed to have obtained all necessary information as to risks, contingencies
and other circumstances which may influence or affect the Works. The Contractor shall be deemed
to have inspected and examined the Site, its surroundings, the above data and other available
information, and to have been satisfied with the all relevant matters, including (without limitation):
(c) the form and nature of the Site, including sub-surface conditions, pollution, other environmental
hazard or other man-made obstacle,
(d) the hydrological and climatic conditions and the effects of climatic condition at the Site,
(e) the extent and nature of the work and Goods necessary for the execution and completion of
the Works and the remedying of any defects,
(f) the Laws, procedures and labor practices of the Country, and
(g) the Contractor’s requirements for access, accommodation, facilities, personnel, power,
transport, water and other services.

4.12 Unforeseeable Physical Conditions
The Contractor shall be deemed to have obtained all necessary information as to risks, contingencies
and other circumstances which may influence or affect the Works.
Except as otherwise stated in the Contract:

(a) by signing the Contract, the Contractor accepts total responsibility for:
(i) having foreseen all difficulties and costs (including but not limited to all subsurface,
underwater, physical, concealed, and differing site conditions of the Site and adjacent
properties and all difficulties and costs in relation to the sourcing of all Plant and Materials)
of successfully completing the Works; and
(ii) the time periods associated with all ground settlement or consolidation which is necessary
in connection with the Works; and
(b) neither the Time for Completion for a Section or the Works (as the case may be) nor the
Contract Price shall be adjusted to take account of any unforeseen difficulties or costs or any
prolonged periods of ground settlement or consolidation.

4.14 Avoidance of Interference
The Contractor shall not interfere unnecessarily or improperly with:
(a) the convenience of the public or

(b) the access to and use and occupation of all waterways, roads and footpaths, irrespective of
whether they are public or in the possession of the Employer or of others.
The Contractor shall indemnify and hold the Employer harmless against and from all damages, losses
and expenses (including legal fees and expenses) resulting from any such unnecessary or improper
interference.

4.15 Access Route
The Contractor shall be deemed to have been satisfied as to the suitability and availability of access
routes to the Site. The Contractor shall use reasonable efforts to prevent any waterway, road or bridge
from being obstructed or damaged by the Contractor’s traffic or by the Contractor’s Personnel. These
efforts shall include the proper use of appropriate vessels, vehicles and routes.
The Contractor has to comply with Authorities regulations and requirements for access within the
Project area in which the Site is situated, which include but are not limited to the Employer and any
Authorities defined by the Contract and/or the Employer’s Requirements.
The Contractor shall cooperate and share access route with any other Third-Party Contractors
engaged for other works and other stakeholders.
Except as otherwise stated in these Conditions:
(a) the Contractor shall (as between the Parties) be responsible for any maintenance which may
be required for his use of access routes and shall clear away any sand, mud, debris or other
obstructions or materials on a daily basis
(b) the Contractor shall provide all necessary signs or directions along access routes and shall
obtain any permission which may be required from the relevant authorities for his use of routes
signs and directions
(c) the Employer shall not be responsible for any claims which may arise from the use or otherwise
of any access route
(d) the Employer does not guarantee the suitability or availability of particular access routes, and
(e) Costs due to non-suitability or non-availability, for the use required by the Contractor, of access
routes shall be borne by the Contractor.
The Contractor acknowledges that use of navigable areas adjacent to the Works by other parties will
continue throughout the Contract period. The Contractor will only be permitted to move plant or

construction equipment within the marked limits as shown on the Drawings and agreed by the
Employer.
The Contractor shall provide for the safe and unimpeded passage of traffic via a clearly marked route
through and/or past the Site, which shall meet all Authority regulations and requirements.
The Contractor, at all times, shall not allow barge traffic, or other plant or equipment to interfere in
any way with navigation through and/or past the Site or the approaches thereto and shall comply
with all orders and directions given to him from time to time by any applicable Authority, the Employer
or the Engineer in respect of navigation and shall conform in every way to their requirements in
respect of mooring, marking, lighting and watching/monitoring any structure, craft or equipment
which may be used in the construction of the Works.
The Contractor shall, within 28 days after the Commencement Date, submit to the Engineer for his
consent a detailed waterway and road traffic management plan (“Waterway and Road Traffic
Management Plan”). The plan shall be in accordance with the requirements set out in this Sub-Clause
and as may be detailed in the Employer’s Requirements. The Contractor shall make sure that his
Waterway and Road Traffic Management Plan is properly coordinated with the other contractors’
waterway and road traffic management plan where their work interferes and/or where they share an
access
The Waterway and Road Traffic Management Plan shall be included as part of the Quality Plan and
be subject to and controlled by, the requirements of the Quality System.
The Contractor shall on the monthly basis update the Waterway and Road Traffic Management Plan,
addressing the following:
(a) generally accepted navigation and traffic management practices

(b) effectiveness of the existing Waterway and Road Traffic Management Plan,
(c) interference with the other contractors of the Employer set forth under this Sub-Clause (if any)
(d) the updated situation and status covering any events that might impact the Cost
(e) any risks and mitigation measures
(f) and any changes in any applicable Laws or the enactment of any new applicable Laws
(g) any amendments to the Employer’s Safety Manual (see attached in Volume 5 – Information
Provided by the Employer) which affect or may affect the Contractor carrying out the Works.
The monthly revised the Waterway and Road Traffic Management Plan shall be submitted to the
Engineer for approval.
Apart as set forth in foregoing, if at any time it should appear to the Engineer that navigation or traffic
management on or adjacent to the Site is in any way compromised, the Contractor shall produce, at
the request of the Engineer, a revised Waterway and Road Traffic Management Plan showing the
modifications to such plan necessary to ensure that an appropriate level of management is restored
and any risks of interference with the other contractors are mitigated.
The Contractor shall not commence any part of the Works until the Waterway and Road Traffic
Management Plan has been submitted to the Engineer. If at any time the Engineer believes the
Waterway and Road Traffic Management Plan to be inadequate, he shall inform the Contractor in
writing, and the Contractor shall not continue with any part of the Works which the Engineer considers
affected by the inadequacy of the Waterway and Road Traffic Management Plan.
The Contractor shall report in writing to the Engineer and to the relevant Authority as appropriate
details of any incident involving a threat to navigation or other traffic occurring on or adjacent to the
Site as soon as possible after its occurrence.
The Contractor shall indemnify and hold harmless the Employer and any Authority referred to above
from and against all actions, suits, claims, demands, damages, costs, charges and expenses arising
out of or in consequence of any operations of the Contractor or of any Subcontractor which obstruct

or interfere with navigation or affect channels or waterways through and/or past the Site or the
approaches thereto.

4.17 Contractor’s Equipment
The Contractor shall be responsible for all Contractor’s Equipment. When brought on to the Site,
Contractor’s Equipment shall be deemed to be exclusively intended for the execution of the Works.
The Contractor shall not remove from the Site any major items of Contractor’s Equipment without the
consent of the Engineer. However, consent shall not be required for vehicles transporting Goods or
Contractor’s Personnel off Site.

4.18 Protection of the Environment
The Contractor shall abide to all requirements, rules, regulations and terms and conditions as set
forward in the Environmental/Approvals that have been obtained by the Employer or are required by
the other Authorities. The Contractor shall, throughout the execution and completion of the Works
and the remedying of any defects therein:
(a) take all reasonable steps to protect the environment (both on and off the Site) and to limit
avoid damage and or nuisance to people and persons or to property of the public or others
resulting from pollution, noise and other results of his operations or other causes arising as a
consequences of his methods of operations,
(b) clear the Site so as to leave it free from all dangerous structures or hazards, waste, pollutants
or other similar substances,
(c) take all precautions as may be reasonably necessary against pollution of the atmosphere, land
on and around the Site and any water course and shall, prior to completion of the Works,
remove all dangerous waste, pollutants or similar substances brought on to or created on the
Site during the carrying out of the Works and the Contractor shall;
(d) keep the Employer indemnified against any costs or claims arising as a result of a breach by
the Contractor of his obligations in this Sub-Clause 4.18 [ Protection of the Environment];
(e) ensure all relevant Project stakeholders and Authorities are informed as to the Environmental
issues involved in the Works and that they have provided the necessary permits and approvals
etc. required in respect of such environmental requirements involved and resulting from the
construction and completion of the Works.
(f) carry out any additional monitoring required to satisfy the requirements of the Employer and
any relevant Project stakeholders and Authorities involved in the Project or Site.
The Contractor shall provide a suitably qualified environmental officer dealing only with environmental
matters. This environmental officer shall have the authority to issue instructions and take protective
measures necessary to prevent environmental issues and he shall be fluent in written and spoken
English and the language of the Country. The officer so designated shall be made known to all
employees by the posting of his name, designation and photograph in prominent positions on Site.
The Contractor shall, within 28 days after the Commencement Date, submit to the Engineer for his
consent a detailed Environmental Management Plan (“Environmental Management Plan”). The plan
shall be in accordance with the current environmental management system guidelines in place in the
Country, the requirements set out in the Employer’s Requirements and any requirements described
as mandatory in the Employer’s Safety Manual.
The Environmental Management Plan shall be included as part of the Quality Plan and be subject to
and controlled by, the requirements of the Quality System.
The Contractor shall promptly update the Environmental Management Plan to take into account
generally accepted environmental management practices, the effectiveness of the existing
Environmental Management Plan and any changes in any applicable Laws or the enactment of any

new applicable Laws or any amendments to the Client’s Safety Manual which affect or may affect the
Contractor carrying out the Works.
The Contractor shall not commence any part of the Works until the Environmental Management Plan
has been submitted to the Engineer. If at any time the Engineer believes the Environmental
Management Plan to be inadequate, he shall inform the Contractor in writing, and the Contractor shall
not continue with any part of the Works which the Engineer considers affected by the inadequacy of
the Environmental Management Plan.
If at any time it should appear to the Engineer that the environment on or adjacent to the Site is in
any way compromised, the Contractor shall produce, at the request of the Engineer, a revised
Environmental Management Plan showing the modifications to such plan necessary to ensure that an
`appropriate level of environmental management is restored.
The Contractor shall report in writing to the Engineer and to the appropriate authority as appropriate
details of any incident involving a threat to the environment occurring on or adjacent to the Site as
soon as possible after its occurrence.

4.19 Electricity, Water and Gas
The Contractor is responsible for ascertaining and securing adequate supplies of electricity, gas and
water and sufficient supplies of all other services (including telecommunications) within the Site as
necessary for the carrying out and completion of the Works in accordance with the Contract. The
Contractor shall arrange for and meet all costs, including fees and metered charges, involved in
supplying, installing, maintaining, operating and removing those services.

4.20 Employer’s Equipment and Free-Issue Material
The Employer shall make the Employer’s Equipment (if any) available for the use of the Contractor in
the execution of the Works in accordance with the details, arrangements and prices stated in the
Employer’s Requirements. Unless otherwise stated in the Employer’s Requirements:
(a) the Employer shall be responsible for the Employer’s Equipment, except that
(b) the Contractor shall be responsible for each item of Employer’s Equipment whilst any of the
Contractor’s Personnel is operating it, driving it, directing it or in possession or control of it.
The appropriate quantities and the amounts due (at such stated prices) for the use of Employer’s
Equipment shall be agreed or determined by the Engineer in accordance with Sub-Clause 2.5
[Employer’s Claims] and Sub-Clause 3.5 [Determinations]. The amounts agreed or determined
pursuant to this Sub-Clause shall constitute a debt due from the Contractor to the Employer.
The Employer shall supply, free of charge, the “free-issue materials” (if any) in accordance with the
details stated in the Employer’s Requirements. The Employer shall, at his risk and cost, provide these
materials at the time and place specified in the Contract. The Contractor shall then visually inspect
them, and shall promptly give notice to the Engineer of any shortage, defect or default in these
materials. Unless otherwise agreed by both Parties, the Employer shall immediately rectify the notified
shortage, defect or default.
After this visual inspection, the free-issue materials shall come under the care, custody and control of
the Contractor. The Employer shall only be liable for any shortage, defect or default relating to the
free-issue materials which would not have become apparent during inspection by a contractor
experienced in carrying out such inspections.
The Contractor shall in the case of the Employer’s Equipment and/or Free Issue Materials notify the
Engineer of his requirement for any of these items in reasonable time so as to allow the Engineer to
ensure that they can be made available as and when required by the Contractor.


4.21 Progress Reports and Meetings
Unless otherwise stated in the Contract, monthly progress reports shall be prepared by the Contractor
and submitted to the Engineer in six copies. The first report shall cover the period up to the end of
the first reporting period required by following the Commencement Date. Reports shall be submitted
monthly thereafter to report standards, timings and periods; each within 7 days after the last day of
the period to which it relates.
Reporting shall continue until the Contractor has completed all work which is known to be outstanding
at the completion date stated in the Taking-Over Certificate for the Works. Each report shall include:
(a) charts and detailed descriptions of progress, including each stage of design (if any),
Contractor’s Documents, procurement, manufacture, delivery to Site, construction, erection and
testing, commissioning and trial operation; and including these stages for work by each
nominated Subcontractor (as defined in Clause 4.5 [Nominated Subcontractors]), (if
applicable);
(b) photographs showing the status of manufacture and of progress on the Site;
(c) for the manufacture of each main item of Plant and Materials, the name of the manufacturer,
manufacture location, percentage progress, and the actual or expected dates of:
(i) Commencement of manufacture,

(ii) Contractor’s inspections,
(iii) Tests, and
(iv) Shipment and arrival at the Site;
(d) the details described in Sub-Clause 6.10 [Records of Contractor’s Personnel and Equipment];
(e) copies of quality assurance documents, test results and certificates of Materials;
(f) list of notices given under Sub-Clause 2.5 [Employer’s Claims] and notices given under Sub-
Clause 20.1 [Contractor’s Claims];
(g) safety statistics, including details of any hazardous incidents and activities relating to
environmental aspects and public relations; and
(h) comparisons of actual and planned progress, with details of any events or circumstances which
may jeopardise the completion in accordance with the Contract, and the measures being (or to
be) adopted to overcome delays.
All reports from the Contractor shall be provided in electronic format as well as hard copy. Electronic
versions (and associated construction documentation) shall use MS Word, Excel, MS Project, AutoCAD
Primavera and the like as approved by the Engineer.
The Contractor shall attend progress and other meetings on Site as requested by the Engineer.
In addition to the requirements of Sub-Clause 4.21 [Progress Reports and Meetings] the Contractor
shall supply weekly, in a form agreed with the Engineer, a list summarizing the tasks and work he
proposes to carry out in the coming week together with the list from the previous week showing the
actual work and tasks completed that week. The report for the previous week shall include daily
records of rainfall, temperature and other weather conditions, water levels, and the week’s daily
returns showing in detail by trades the staff, the number of personnel employed, the work on which
they are engaged, the plant on Site, the hours worked and any other particulars in relation thereto
that the Engineer may additionally require.
Any failure by the Contractor to comply with this Sub-Clause shall, without prejudice to any other
remedies and/or provisions of the Contract, be taken into account by the Engineer in any assessment
of the Contractor’s entitlement to an extension of the Time for Completion and/or any additional
payment.

4.22 Security of the Site
Unless otherwise stated in the Contract:
(a) the Contractor shall be responsible for keeping unauthorized persons off the Site, and
(b) authorized persons shall be limited to the Contractor’s Personnel and the Employer’s Personnel
and to any other personnel notified to the Contractor, by the Employer or the Engineer, as
authorised personnel of the Employer’s other contractors, and
(c) The Contractor shall be responsible for coordination and interfacing of its security with other
contractors engaged by the Employer to the entire project and the Employer’s security.

4.23 Contractor’s Operations on Site
The Contractor shall establish the area for siting his and the Engineer's site facilities and for storage
of materials and equipment (including for any Employer’s “free-issue materials” and the Operating
Equipment) within the Site as shown on the Drawings.
No temporary building or structure shall be erected outside the Site except with the consent of the
relevant land owner and all Laws of the Country. The Contractor shall obtain any such consents that
he requires. The Contractor shall, within seven days of the Commencement Date, submit to the
Engineer for approval full details of the proposed layout of his offices, amenities, stores, workshops,
etc., within the Site. Upon receipt of the Engineer's approval for his layout the Contractor shall mobilize
all Contractor’s Equipment and shall establish his offices and stores in this area.
During the execution of the Works, the Contractor shall keep the Site free from all unnecessary
obstruction and shall store or dispose of any Contractor’s Equipment or surplus materials. The
Contractor shall clear away and remove from the Site any wreckage, rubbish and Temporary Works
which are no longer required.
Upon the issue of a Taking-Over Certificate, the Contractor shall clear away and remove, from that
part of the Site and Works to which the Taking-Over Certificate refers, all Contractor’s Equipment,
surplus material, wreckage, rubbish and Temporary Works. The Contractor shall leave that part of the
Site and the Works in a clean and safe condition. However, the Contractor may retain on Site, during
the Defects Notification Period, such Goods as are required for the Contractor to fulfil his obligations
under the Contract.
If the Contractor fails to remove, by 28 days after the issue of the final Taking Over Certificate, any
remaining Contractor’s Equipment, surplus material, wreckage, rubbish and Temporary Works, the
Employer may sell or otherwise dispose of such items. The Employer shall be entitled to retain, from
the proceeds of such sale, a sum sufficient to meet the costs incurred in connection with the sale or
disposal, and in restoring the Site. Any balance of the proceeds shall be paid to the Contractor. If the
proceeds of the sale are insufficient to meet the Employer’s costs, the outstanding balance shall be
recoverable from the Contractor by the Employer.
Delete Sub-Clause 4.24 and substitute the following

4.24 Fossils
All fossils, coins, articles of value or antiquity, and structures and other remains or items of geological
or archaeological interest found on the Site shall be placed under the care and authority of the
Employer. The Contractor shall take reasonable precautions to prevent Contractor's Personnel or other
persons from removing or damaging any of these findings.
The Contractor shall, upon discovery of any such finding, promptly give notice to the Engineer, who
shall issue instructions for dealing with it. If the Contractor suffers delay and/or incurs Cost from
complying with the instructions, the Contractor shall give a further notice to the Engineer and shall
be entitled subject to Sub-Clause 20.1 [Contractor's Claims] to:

(a) an extension of time for any such delay, if completion is or will be delayed, under Sub-Clause
8.4 [Extension of Time for Completion], and Sub-clause 3.5 [Determinations] to agree or
determine these matters.
This Sub-Clause 4.24 [Fossils] shall not entitle the Contractor to any extension of time or Cost in
respect of things found on or under the Site, any river bed or sea bed whose removal is within the
capacity of the Contractor's Equipment, the safe disposal of such things in accordance with applicable
Laws being the responsibility of the Contractor.
Insert additional Sub-Clause 4.25 as follows:

4.25 Removal of Utilities, Man-Made Obstacles and Unexploded
Ordnance
The Contractor shall at his own cost survey the Site and identify all Utilities. The Contractor shall to
the extent necessary for the execution and construction of the Works undertake (or procure the
undertaking of) all necessary works to divert any Utilities to the extent necessary for the execution
and construction of the Works. All such works of Utilities Diversion are deemed to be an integral part
of the Works and shall be paid for as part of the Contract Price.
The Contractor shall at his own cost remove from the Site any man-made obstacles (including any
improvements left therein by squatters) and to the extent necessary for the execution and
construction of the Works, any form of contaminants or pollutants or other environmental hazards
which may be discovered during the execution and construction of the Works.
The Contractor shall be responsible for verifying that the Site has been cleared from unexploded
ordnance (“UXO”) by an accredited UXO clearance organization. The Contractor shall remain
responsible for the clearance of any further UXO encountered during the performance of the Works
using an accredited UXO clearance organization approved by the Engineer.
The Contractor shall keep the Employer indemnified against any costs or claims arising as a result of
a breach by the Contractor of his obligations in this Sub-Clause 4.25 [Removal of Utilities, Man-Made
Obstacles and Unexploded Ordnance].
Add the following additional Sub-Clause 4.26:

4.26 Explosives
The Contractor shall inform itself completely and thoroughly of every circumstance connected with
any operations which involve explosives and every contingency that may arise. All procedures which
involve explosives shall be incorporated in the Occupational Health, Safety and Rehabilitation Plan.
The Contractor shall perform all activities which involve explosives in strict compliance with the
requirements of any relevant Authority, the Employer and the Engineer and the Occupational Health,
Safety and Rehabilitation Plan.

4.27 Removal of Sunken Plant
The Contractor shall immediately report to the Engineer any wreck or obstruction which he may
encounter whilst carrying out the Works and shall comply with such instructions as the Engineer may
issue to him regarding its removal.
The Contractor shall (at his cost) expeditiously raise and remove any plant (floating or otherwise)
belonging to him or to any Subcontractor or to any person employed by him which may be sunk in
the course of the execution of the Contract or otherwise deal with the same as the Engineer may
direct. Until the same shall be raised and removed, the Contractor shall set such buoys and display at
night such lights and do all such things for the safety of navigation as may be required by any relevant
Authority, the Employer or the Engineer.

In the event of the Contractor not carrying out the obligations imposed on him by this Sub-Clause,
and if the Employer or any relevant Authority sets such buoys and lights to mark out such sunken
plant and raises and removes the same (without prejudice to the right of the Employer to hold the
Contractor liable), the Contractor shall refund to the Employer or the relevant Authority all costs in
connection therewith. The fact that the sunken vessel, craft or plant is insured or has been declared
a total loss shall not absolve the Contractor from his obligation under this Sub-Clause to raise or
remove the same.
Delete Sub-Clause 5.1 and substitute the following:

5.1 General Design Obligations
Prior to the execution of the Contract, the Contractor shall be deemed to have scrutinized and
understood all relevant matters relating to the Employer’s Requirements and the interfaces with works
executed by other contractors engaged by the Employer. The Contractor shall be responsible for
integration of the interfaces and consistency of the design. In order to ensure successful integration
of interfaces, the Contractor shall coordinate his design activities with other contractors engaged by
the Employer.
The Contractor shall carry out, and be responsible for, the design of the Works. Design shall be
prepared by qualified designers who are engineers or other professionals who comply with the criteria
(if any) stated in the Employer's Requirements and hold, where appropriate, local government or
Authorities’ licenses. Unless otherwise stated in the Contract, the Contractor shall submit to the
Engineer for consent the name and particulars of each proposed designer and design Subcontractor
and independent verifier.
The Contractor warrants that he, his designers and design Subcontractors have the experience and
capability necessary for the design and are in compliance with Laws, the Authority requirements and
the Laws. The Contractor undertakes that the designers shall be available to attend discussions with
the Engineer at all reasonable times, until the expiry date of the relevant Defects Notification Period.
Upon receiving notice under Sub-Clause 8.1 [Commencement of Works], the Contractor shall
scrutinize the Employer's Requirements (including design criteria and calculations, if any) and the
items of reference mentioned in Sub-Clauses 4.7 [Setting Out and Prior Work] and 4.10 [Site Data]
and any other information provided by the Employer.
The Employer shall not be responsible for any error, inaccuracy or omission of any kind in the
Employer’s Requirements or the Drawings 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 Employer or otherwise, shall not relieve the
Contractor from his responsibility for the design of the Works and for the execution of the Works.
However, the Employer shall be responsible for the correctness of the following portions of the
Employer’s Requirements and of the following data and information provided by (or on behalf of) the
Employer:
a) portions, data and information which are explicitly stated in the Contract as being the
responsibility of the Employer;
b) definitions of intended purposes of the Works or any parts thereof; and
c) criteria for the testing and performance of the completed Works.

5.2 Contractor’s Documents
The Contractor's Documents shall comprise the technical documents specified in the Employer’s
Requirements, the Contractor's Programme described in Sub-Clause 8.3 [Programme], documents
required to satisfy all regulatory approvals, the documents described in Sub-Clause 5.6 [ As-Built
Documents] and Sub-Clause 5.7 [Operation and Maintenance Manuals] and the calculations, computer

programs and other software, drawings, manuals, models and other documents of a technical nature
supplied by the Contractor under the Contract.
Unless otherwise stated in the Contract, the Contractor's Documents shall be in accordance with the
Employer’s Requirements, shall be written in the language for communications defined in Sub-Clause
1.4 [Law and Language], and shall include any additional information required by the Engineer.
The Contractor shall prepare all Contractor's Documents and shall also prepare any other documents
necessary to instruct the Contractor's Personnel. The Employer's Personnel shall have the right to
inspect the preparation of all these documents, wherever they are being prepared.
Such preparation shall be approved by the Engineer whose approval shall not be unreasonably
withheld.
Such preparation shall include verification and warranting of the Contractor's Documents by an
independent verifier appointed by the Contractor and approved by the Engineer whose approval shall
not be unreasonably withheld.
The Contractor acknowledges and accepts any designs which were not prepared by the Contractor
and which form part of the Contractor's Documents and takes responsibility for such designs as if
they were prepared by the Contractor.
The Contractor shall submit the Contractor's Documents specified in the Employer’s Requirements to
the Engineer for review in accordance with the procedure set out below, together with a notice as
described below. In the following provisions of this Sub-Clause, (i) "review period" means the period
required by the Engineer for review, and (ii) "Contractor's Documents" exclude any documents which
are not specified as being required to be submitted for review.
Unless otherwise stated in the Employer's Requirements, each review period shall be as short as
possible and in any event shall not exceed 21 days for the first review period and 14 days for the
subsequent review, calculated from the date on which the Engineer receives a Contractor's Document
and the Contractor's notice. The 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 Engineer 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. If after resubmission a Contractor’s Document still fails to comply with the Contract,
the Contractor will reimburse to the Employer the cost of any additional Engineer’s review.
For each part of the Works, and except to the extent that the prior approval or consent of the Engineer
shall have been obtained:
(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 initialled by the Engineer; and
(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 Engineer. Thereafter, the
Contractor shall submit revised documents to the Engineer in accordance with the above
procedure. The cost of the additional review by the Engineer will be in such case reimbursed
by the Contractor
If the Engineer instructs that further Contractor's Documents are required, the Contractor shall
prepare them promptly.
Any such approval or consent, or any review (under this Sub-Clause or otherwise), shall not relieve
the Contractor from any obligation or responsibility for the design and construction of the Works

The Engineer’s review is for general compliance with the scope of work and intent of the Contract in
accordance with the Employer’s Requirements. The Engineer’s review does not cover the technical or
engineering part of the Contractor’s Documents. The Contractor retains sole responsibility for the
Contractor’s Documents.
The Contractor shall provide the Engineer progressively during the design stages, with all necessary
requirements, information and design data which shall be necessary and might affect or have an
influence on the design documents for Works to be executed by any Third Party Contractor. The
Contractor shall promptly answer all queries and requests for clarifications so as to enable the
Engineer to prepare fully detailed designs in all disciplines so that the Employer shall be able to select
and sign a contract with such Third Party Contractor in a timely manner.

5.5 Training
The Contractor shall carry out the training of Employer's Personnel (including any proposed operator
of the Project) in the operation and maintenance of the Works to the extent specified in the Employer’s
Requirements. If the Contract specifies training which is to be carried out before taking over, a Section
or the Works (as the case may be) shall not be considered to be completed for the purposes of taking
over under Clause 10 [Employer’s Taking Over] until this training has been completed.

5.6 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 not be used by the Contractor for any purpose other
than for the purposes of this Sub-Clause. Two copies shall be supplied to the Engineer prior to the
commencement of the Tests on Completion for a Section.
In addition, the Contractor shall supply to the Engineer as-built drawings of the whole of the Works,
showing all Works as executed, and submit them to the Employer for review under Sub-Clause 5.2
[Contractor's Documents ]. The Contractor shall obtain the consent of the Engineer as to their size
and other relevant details.
Prior to the issue of any Taking-Over Certificate, the Contractor shall supply to the Engineer one CAD
file and four prints of each as-built drawing, in accordance with the Employer’s Requirements. A
Section or the Works (as the case may be) shall not be considered to be completed for the purposes
of taking over under Clause 10 [Employer’s Taking Over] until the Engineer has received these
documents in the form required by the Contract.

5.8 Design Error
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.
If there is any discrepancy between any of the Contractor's Documents and the actual status of the
Site, then such Contractor’s Document shall be corrected to conform to the actual status of the Site,
subject to the approval of the Engineer. The Engineer may request the Contractor to correct any of
the design errors or discrepancy described above.

5.9 Electronic Submissions
The Contractor shall in addition to the provision of printed drawings, specifications, manuals and the
like, provide to the Engineer with the native computer software electronic copies of all drawings,
specifications, operation and maintenance manuals and other information requested by the Engineer
using the latest version of the respective computer software and supplied on computer disk or server
(secured for private access of the Employer) in suitable format as approved by the Engineer.

6.1 Engagement of Staff and Labour
Except as otherwise stated in the Employer’s Requirements, the Contractor shall make arrangements
for the engagement of all staff and labour, local or otherwise, and for their payment, housing, feeding
and transport.
The Contractor shall, to the maximum extent practicable, employ workers from sources within the
Country and in particular from the immediate vicinity of the Site and shall select such employees on
the basis of competence, efficiency and skill in the various occupations and trades. All of the
Contractor’s superintending staff down to foreman level shall be fluent in written and spoken English
and a reasonable proportion shall also be fluent in the language of the Country.
The Contractor may bring into the country any foreign personnel who are necessary for the execution
of the Works to the extent allowed by the Laws, and shall ensure (at his own cost) that these personnel
are provided with the required residence visas and work permits.
The Contractor shall be responsible for the return to the place where they were recruited of all such
persons as him recruited and employed for the purpose of or in connection with the Contract and
shall maintain such persons as are to be so returned in a suitable manner until they shall have left
the Site or in the case of persons who are not nationals of and have been recruited outside of the
Country, shall have left the Country.
The Contractor is encouraged to arrange for the employment on the Works of trainee engineers and
technical staff from the Country for the purposes of providing training in the course of their work
duties.
The Employer shall be given the opportunity to offer employment to the trainees after their training
is completed.

6.4 Labour Laws
The Contractor shall comply with all the relevant labour Laws applicable to the Contractor’s Personnel,
including Laws relating to their employment, health, safety, welfare, immigration and emigration, and
shall allow them all their legal rights. The Contractor shall require his employees to obey all applicable
Laws and comply with the requirements of the Contractor’s Occupational Health, Safety and
Rehabilitation Plan and Environmental Management Plan, including those concerning safety at work.

6.5 Working Hours
No work shall be carried out on the Site on locally recognised days of rest, or outside normal working
hours stated in the Appendix to Tender, unless
(a) otherwise stated in the Contract

(b) the Engineers gives consent, or
(c) the work is unavoidable, or necessary for the protection of life or property or for safety of the
Works, in which case the Contractor shall immediately advise the Engineer.

For avoidance of doubt, the Contractor shall provide sufficient notice if he intends to work outside
normal working hours at his own cost and responsibility; the Engineer’s consent to work outside these
hours shall not be withheld. Any additional costs for the Engineer’s supervision outside normal working
hours shall be borne by the Contractor. For any inspections from the Authority such inspections shall
be carried out during normal working hours of the concerned Authority.

6.6 Facilities for Staff and Labour
Except as otherwise stated in the Employer’s Requirements, the Contractor shall provide and maintain
all necessary accommodation and welfare facilities for the Contractor’s Personnel. The Contractor shall
also provide facilities for the Employer’s Personnel as stated in the Employer’s Requirements.
The Contractor shall not permit any of the Contractor’s Personnel to maintain any temporary or
permanent living quarters within the structures forming part of the Permanent Works.
The Contractor shall provide and maintain such accommodation and amenities necessary for
compliance with his obligations under the Contract and under the Law for all his staff and labour,
employed for the purposes of or in connection with the Contract, including all fencing, water supply
(both for drinking and other purposes), electricity supply, sanitation, cookhouses, fire prevention and
fire-fighting equipment, air conditioning, coolers, refrigerators, furniture and other requirements in
connection, with such accommodation or amenities.
On completion of the Contract, unless otherwise agreed with the Employer, amenities provided by
the Contractor shall be removed and the site reinstated to its original conditions, all to the approval
of the Engineer.
The Contractor shall arrange for the provision of a sufficient supply of suitable food at reasonable
prices (or provide an allowance sufficient to purchase suitable food) for all his labour, for the purposes
of or in connection with the Contract.
The Contractor shall, so far as is reasonably practicable, having regard to local conditions, provide on
the Site an adequate supply of drinking and other water for the use of his staff and labour.

6.7 Health and Safety
The Contractor shall at all times take all reasonable precautions to maintain the health and safety of
the Contractor’s Personnel, and shall comply at all times with the Occupational Health, Safety and
Rehabilitation Plan referred to in Sub-Clause 4.8. In collaboration with local health authorities, the
Contractor shall ensure that medical staff, first aid facilities, sick bay and ambulance service are
available at all times at the Site and at any accommodation for Contractor’s and Employer’s Personnel,
and that suitable arrangements are made for all necessary welfare and hygiene requirements and for
the prevention of epidemics.
The Contractor shall appoint an accident prevention officer at the Site, responsible for maintaining
safety and protection against accidents. This person shall be qualified for this responsibility, and shall
have the authority to issue instructions and take protective measures to prevent accidents.
Throughout the execution of the Works, the Contractor shall provide whatever is required by this
person to exercise this responsibility and authority. Such person shall be fluent in written and spoken
English and the language of the Country. The officer so designated shall be made known to all
employees by the posting of his name, designation and photograph in prominent positions on Site.
The Contractor shall send, to the Engineer, details of any accident on or about the Site or in connection
with the execution of the Works, as soon as practicable and, in any event within 24 hours after its
occurrence. The Contractor shall also report such accident to the appropriate Authority whenever
such report is required by the Laws. In the case of any fatality or serious accident, the Contractor
shall in addition notify the Engineer immediately by the quickest available means.

The Contractor shall maintain records and make reports concerning health, safety and welfare of
persons and damage to property as the Engineer may from time to time require.
Prior to their employment, all labour and staff shall be given a health check and the Contractor shall
keep health certificates of all employees. Workers shall be screened for drug abuse and persons
addicted to drugs shall not be employed.
The Contractor shall provide, equip and maintain throughout the Contract Period, a medical room
together with first aid equipment and stores and other suitable facilities and arrangements for the
first aid treatment of all persons on the Site and the transportation of any injured persons to hospital.
A sufficient number of the Contractor's employees who speak the language of the Country shall be
fully qualified in first aid so that first aid will be immediately available in case of accident at any time
and at any place throughout the Site and any off-site camps, housing or other facility. The persons
so designated shall be made known to all employees by the posting of their name, designation and
photograph in prominent positions on Site.

6.12 Measures against Insect and Pest Nuisance
(a) at all times take the necessary precautions to protect all staff and labour employed on the Site
from insect nuisance, rats and other pests and reduce the dangers to health and the general
nuisance occasioned by the same;
(b) provide his staff and labour with suitable prophylactics for the prevention of malaria and take
steps to prevent the formation of stagnant pools of water; and
(c) comply with all the regulations of the local health authorities in these respects and shall in
particular arrange to spray thoroughly with approved insecticide all buildings erected on the
Site. Such treatment shall be carried out at least once a year or as instructed by the Engineer.

6.13 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 any local
medical or sanitary Authority, for the purpose of dealing with and overcoming the same.

6.14 Alcoholic Liquor and Prohibited Drugs
The Contractor shall not allow any alcoholic liquor or prohibited drugs on the Site.

6.15 Arms and Ammunition
The Contractor shall not allow any arms or ammunition of any kind on the Site except those carried
by personnel designated to carry such arms or ammunition by virtue of their position.

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

6.17 Burial of the Dead
The Contractor shall make all necessary arrangements, in accordance with the regulations of the
Country, for the transport, to any place as required for burial, of any of his expatriate employees or
members of their families who may die in the Country. The Contractor shall also be responsible, to
the extent required by the local regulations, for making any arrangements with regard to burial of
any of his local employees who may die while engaged upon the Works.

7.1 Manner of Execution
The Contractor shall carry out the manufacture of Plant, the production and manufacture of Materials,
and all other activities required in the execution of the Works:
(a) in the manner (if any) specified in the Contract,

(b) in a proper workmanlike and careful manner, in accordance with recognised good practice and
international construction and engineering industry standards;
(c) with properly equipped facilities and non-hazardous Materials, except as otherwise specified in
the Contract, and
(d) with an appropriate quantity and quality of supervision.
All manufactured articles, materials and equipment shall be applied, installed, connected, erected,
used, cleaned and conditioned in accordance with this Contract and the manufacturer's printed
recommendations. Where reference is made to manufacturer's recommendations, the Contractor shall
submit four copies of such directions to the Engineer for his review and reference. Any conflict
between the provisions of the Contract and any manufacturer's recommendations will be resolved by
the Engineer, and the Contractor shall have no basis for any claim arising from his compliance with
any ruling by the Engineer.

7.4 Testing
This Sub-Clause shall apply to all tests specified in the Contract, or in Contractor’s test programme
submitted in accordance with the Employer’s Requirements. These tests shall be carried out in
accordance with the Quality Plan.
The Contractor shall provide all apparatus, assistance, documents and other information, electricity,
equipment, fuel, consumables, instruments, labour, materials, and suitably qualified and experienced
staff, as are necessary to carry out the specified tests efficiently. The Contractor shall agree, with the
Engineer, the time and place for the specified testing of any Plant, Materials and other parts of the
Works.
The Contractor shall arrange for all laboratory testing work, as required by the Employer’s
Requirements, to be undertaken by an accredited laboratory approved by the Engineer.
The Engineer may, under Clause 13 [Variations and Adjustments}, vary the location or details of
specified tests, or instruct the Contractor to carry out additional tests. If these varied or additional
tests show that the tested Plant, Materials or workmanship is not in accordance with the Contract,
the cost of carrying out this Variation shall be borne by the Contractor, notwithstanding other
provisions of the Contract.
The Engineer shall give the Contractor not less than 24 hours’ notice of the Engineer’s intention to
attend the tests. If the Engineer does not attend at the time and place agreed, the Contractor may
proceed with the tests, unless otherwise instructed by the Engineer, and the tests shall then be
deemed to have been made in the Engineer’s presence.

If the Contractor suffers delay and/or incurs Cost from complying with these instructions or as a result
of a delay for which the Employer is responsible, the Contractor shall give notice to the Engineer and
shall be entitled subject to Sub-Clause 20.1 [Contractor’s Claims] to:
8.4 [Extension of Time for Completion], and
(b) payment of any such ‘cost plus reasonable profit’, which shall be included in the Contract Price.
The Contractor shall forward to the Engineer and any person identified by the Engineer three copies
of duly certified reports of the tests no later than 24 hours after their performance. Such reports shall
be certified by the Contractor’s works controllers appointed pursuant to his Quality Plan.. When the
specified tests have been passed, the Engineer shall endorse the Contractor’s test certificate, or issue
a certificate to him, to that effect. Whereupon the Contractor shall be deemed to have fulfilled his
obligations in respect of that test. Passing a test shall not, however, release the Contractor of any of
the Contractor’s other obligations pursuant to the Contract.

7.5 Rejection
If, as a result of an examination, inspection, measurement or testing, any Plant, Materials, design
carried out by or for the Contractor or workmanship is found to be defective or otherwise not in
accordance with the Contract, the Engineer may reject the Plant, Materials, design or workmanship
by giving notice to the Contractor, with reasons. The Contractor shall then promptly make good the
defect and ensure that the rejected item complies with the Contract.
If the Engineer requires this Plant, Materials, design or workmanship to be retested, the tests shall
be repeated under the same terms and conditions. If the rejection and retesting cause the Employer
to incur additional costs, the Contractor shall subject to Sub-Clause 2.5 [Employer’s Claims] pay these
costs to the Employer.

8.1 Commencement of Works
The Commencement Date shall be as stated in the Appendix to Tender.
The Contractor shall demonstrably commence the execution of the Works as soon as is reasonably
practicable after the Commencement Date, and in any event within 10 days after all certificates and
details of insurances to be established by the Contractor been approved by the Engineer, and shall
mobilise such resources as are required to achieve and maintain due progress with the Works. The
Contractor shall thereafter proceed with the Works with due expedition and without delay. The rate
of progress shall be maintained at a level acceptable to the Engineer throughout the duration of the
Contract.
8.2 Time for Completion
The Contractor shall complete the whole of the Works and each Section as defined in the Appendix
to Tender, within the Time for Completion for the Works or Section, including:
(a) achieving the passing of the Tests on Completion, and

(b) completing all work which is stated in the Contract as being required for the Works or Section
to be considered to be completed for the purposes of the taking over under Sub-Clause 10.1
[Taking Over the Works and Sections]


8.3 Programme
The Contractor shall submit a detailed time programme to the Engineer within 28 days after
Commencement Date. The Contractor shall also submit a revised programme whenever the previous
programme is inconsistent with actual progress or with the Contractors obligations. Each programme
shall include:
(a) the order in which the Contractor intends to carry out the Works, including the anticipated
timing of each stage of design, Contractor’s Documents, procurement, manufacture, inspection,
delivery to Site, construction, erection, testing, commissioning and trial operation;
(b) the periods for reviews under Sub-Clause 5.2 [Contractor's Documents] and for any other
submissions, approvals and consents specified in the Employer’s Requirements;
(c) the sequence and timing of inspections and tests specified in the Contract;
(d) interface with Third Party Contractor’s (if any); and
(e) a supporting report which includes:
(i) a general detailed description of the methods which the Contractor intends to adopt, and
of the major stages, in the execution of the Works, and
(ii) details showing the Contractor’s reasonable estimate of the number of each class of
Contractor’s Personnel and of each type of Contractor’s Equipment, required on the Site
for each major stage.
(iii) an updated estimated monthly cash flow
(f) each of the stages for work in (a) above by each nominated Subcontractor (as defined in Clause
4.5 [Nominated Subcontractors]), (if applicable)
Unless the Engineer, within 21 days after receiving a programme, gives notice to the Contractor
stating the extent to which it does not comply with the Contract, the Contractor shall proceed in
accordance with the programme, subject to his other obligations under the Contract. The Employer’s
Personnel shall be entitled to rely upon the programme when planning their activities.
The Contractor shall promptly give notice to the Engineer of specific probable future events or
circumstances which may adversely affect the work, increase the Contract Price or delay the execution
of the Works. The Engineer may require the Contractor to submit an estimate of the anticipated effect
of the future event or circumstances, and/or a proposal under Sub-Clause 13.3 [Variation Procedure].
If, at any time, the Engineer gives notice to the Contractor that a programme fails (to the extent
stated) to comply with the Contract or to be consistent with actual progress and the Contractor’s
stated intentions, the Contractor shall submit a revised programme to the Engineer in accordance
with this Sub-Clause.
The Contractor shall submit:
(g) an estimated monthly cash flow;

(h) the Environmental Management Plan;
(i) the Waterway and Road Traffic Management Plan; and
(j) the Occupation, Health, Safety and Rehabilitation Plan,
to the Engineer within 28 days after the Commencement Date.
At any time the Contractor submits a revised Programme, and at any time required by the Engineer,
he shall also submit a revised estimated monthly cash flow, Environmental Management Plan,
Waterway and Road Traffic Management Plan and Occupation, Health, Safety and Rehabilitation Plan.

8.4 Extension of Time for Completion
The Contractor shall be entitled subject to Sub-Clause 20.1 [Contractor’s Claims] to an extension of
the Time for Completion if and to the extent that completion for the purposes of Sub-Clause 10.1
[Taking Over of the Works and Sections] is or will be delayed by any of the following causes:
(a) a Variation (unless an adjustment to the Time for Completion has been agreed under Sub-
Clause 13.3 [Variation Procedure]),
(b) a cause of delay giving an entitlement to extension of time under the following provisions of
this Contract:
(i) Sub-Clause 1.9 [Delayed Drawings, Documents and Instructions]

(ii) Sub-Clause 2.1 [Right of Access to the Site];
(iii) Sub-Clause 4.24 [Fossils];
(iv) Sub-Clause. 7.4 [Testing];
(v) Sub-Clause 8.5 [Delays Caused by Authorities];
(vi) Sub-Clause 8.8 [Suspension of Work]
(vii) Sub-Clause 10.3 [Interference with Tests on Completion];
(viii) Clause 13 [Variations and Adjustments];
(ix) Sub-Clause 16.1 [Contractor’s Entitlement to Suspend Work];
(x) Sub-Clause 17.4 [Consequences of Employer's Risks]; and
(xi) Sub-Clause 19.4 [Consequences of Force Majeure];
(c) any suspension of the Works pursuant to Sub-Clause 8.8 [ Suspension of Work] (except if and
to the extent that such suspension arises by reason of the Contractor’s default);
If the Contractor considers himself to be entitled to an extension of the Time for Completion, the
Contractor shall give notice to the Engineer in accordance with Sub-Clause 20.1 [Contractor’s Claims],
whereupon the Engineer shall proceed to determine the Contractor’s entitlement, if any, pursuant to
Sub-Clause 3.5 [Determinations].When determining each extension of time under Sub-Clause 20.1,
the Engineer shall review previous determinations and may increase, but shall not decrease, the total
extension of time.

8.7 Delay Damages
If the Contractor fails to comply with Sub-Clause 8.2 [Time for Completion], the Contractor shall
subject to Sub-Clause 2.5 [Employer’s Claims] pay delay damages to the Employer for this default.
These delay damages shall be the sum stated in the Appendix to Tender, which shall be paid for every
day which shall elapse between the relevant Time for Completion and the date stated in the Taking-
Over Certificate. However, the total amount of delay damages due under this Sub-Clause 8.7 shall
not exceed the maximum amount of delay damages (if any) stated in the Appendix to Tender.
These delay damages shall be the only damages due from the Contractor for such default, other than
in the event of termination under Sub-Clause 15.2 [Termination by Employer] prior to completion of
the Works. These damages shall not relieve the Contractor from his obligation to complete the Works,
or from any other duties, obligations or responsibilities which he may have under the Contract.
The Contractor agrees that the amount of delay damages payable in accordance with Sub-Clause 8.7
[Delay Damages] for delay in achieving the relevant Time for Completion constitute a genuine pre-
estimate of the loss that would be suffered by the Employer as a result of the Contractor's non-
compliance with his obligations under Sub-Clause 8.2 [Time for Completion]. If and to the extent that
the obligation to pay such delay damages is unenforceable for any reason, the Contractor shall be
liable to pay general damages in respect thereof.
This Sub-Clause shall not limit the Contractor’s liability for Delay Damages in any case of fraud, gross
negligence, deliberate default or reckless misconduct by the Contractor


8.9 Consequences of Suspension
If the Contractor suffers delay and/or incurs Cost from complying with the Engineer’s instructions
under Sub-Clause 8.8 [Suspension of Work] and/or from resuming the work, the Contractor shall give
notice to the Engineer and, if such delay and/or Cost was out of the Contractor’s control and the
Contractor has mitigated to the best of his knowledge and experience any delay and/or Cost, the
Contractor shall be entitled subject to Sub-Clause 20.1 [Contractor’s Claims] to:
(b) payment of any such Cost, which shall be included in the Contract Price.
The Contractor shall not be entitled to an extension of time for, or to payment of the Cost incurred
in, making good the consequences of the Contractor’s faulty design, workmanship or materials, or of
the Contractor’s failure to protect, store or secure in accordance with Sub-Clause 8.8 [ Suspension of
Work].
Add the following additional Clause 8.13

8.13 Restriction on Working Hours
Subject to any provision to the contrary contained in the Contract, none of the Works shall, save as
hereinafter provided, be carried on during the night or on Fridays or on declared public holidays in
Dubai without the consent of the Engineer after due consultation with the Employer and the
Contractor, except when 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.
Provided that the provisions of this Clause shall not be applicable in the case of any work which it is
customary to carry out by multiple shifts.
Add the following additional Clause 8.14

8.14 Engineer's Overtime
In the event that the Engineer or Engineer's Representative or any of their assistants appointed are
obliged to supervise the Contractor's operations in excess of 8 hours per working day, or on
Saturday’s & Sunday’s or declared Public Holidays in Dubai, the cost to the Engineer of such overtime
as shall be agreed between the Engineer and the Contractor and approved by the Employer. Payment
will be made to the Engineer by the Employer

9.1 Contractor’s Obligations
The Contractor shall carry out the Tests on Completion in accordance with this Sub-Clause and Sub-
Clause 7.4 [Testing], after providing the documents in accordance with Sub-Clause 5.6 [As-Built
Documents] and Sub-Clause 5.7 [Operation and Maintenance Manuals].
The Contractor shall give to the Engineer and any person identified by the Engineer 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 Engineer shall instruct. The Engineer and any person authorized
by the Engineer shall be entitled to attend the Tests on Completion and receive a copy of all test
results
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 undertake 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 ail 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 Engineer 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 Employer's
Requirements and with the Schedule of Guarantees.
Trial operation shall not constitute a taking-over under Clause 10 [Employer's Taking Over].The
product produced by the Works during trial operation shall be the property of the Employer.
In considering the results of the Tests on Completion, the Engineer shall make allowances for the
effect of any use of the Works by the Employer 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 Engineer.

10.1 Taking Over of the Works and Sections
Except as stated in Sub-Clause 9.4 (Failure to Pass Tests on Completion) the Works shall be taken
over by the Employer when:
(a) the Works have been completed in accordance with the Contract, including the passing of the
Test on Completion and except as allowed in sub-paragraph (i) below;
(b) the Engineer has given (or is deemed to have given) a Notice of No-objection to the as-built
records submitted under sub-paragraph of Sub-Clause 5.6 [As-Built Records];
(c) the Engineer has given (or is deemed to have given) a Notice of No-objection to the
provisional O&M Manuals for the Works submitted under Sub-Clause 5.7 [Operation and
Maintenance Manuals];
(d) the Contractor has carried out the training (if any) as described under Sub-Clause 5.5
[Training]; and
(e) a Taking-Over Certificate for the Works has been issued or is deemed to have been issued in
accordance with this Sub-Clause.
The Contractor may apply for a Taking-Over Certificate by giving a Notice to the Engineer not more
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 Taking-Over
Certificate for each Section.
If any Part of the Works is taken over under Sub-Clause 10.2 [Taking Over Parts], the remaining
Works or Section shall not be taken over until the conditions described in sub-paragraphs (a) to (e)
above have been fulfilled.
The Engineer shall, within 28 days after receiving the Contractor's Notice, either:
(f) issue the Taking-Over 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 (as listed in the Taking-Over Certificate) which will not substantially affect
the safe use of the Works or Section for their intended purpose (either until or whilst this
work is completed and these defects are remedied); or

(g) reject the application by giving a Notice to the Contractor, with reasons. This Notice shall
specify the work required to be done, the defects required to be remedied and/or the
documents required to be submitted by the Contractor to enable the Taking -Over Certificate
to be issued. The Contractor shall then complete this work, remedy such defects and/or
submit such documents before giving a further Notice under this Sub-Clause.
If the Engineer does not issue the Taking-Over Certificate or reject the Contractor's application within
this period of 28 days, and if the conditions described in sub-paragraphs (a) to (d) above have been
fulfilled, the Works or Section shall be deemed to have been completed in accordance with the
Contract on the fourteenth day after the Engineer receives the Contractor's Notice of application and
the Taking-Over Certificate shall be deemed to have been issued.

10.2 Taking Over of the Parts of the Works
The Engineer may, at the sole discretion of the Employer, issue a Taking-Over Certificate for any part
of the Permanent Works.
The Employer shall not use any part of the Works (other than as a temporary measure), unless
otherwise specified in the Contract or otherwise agreed by both Parties, unless and until the Engineer
has issued a Taking-Over Certificate for this part. However, if the Employer does use any part of the
Works before the Taking-Over Certificate is issued:
(a) the part which is used shall be deemed to have been taken over as from the date on which it
is used;
(b) the Contractor shall cease to be liable for the care of such part as from this date, when
responsibility shall pass to the Employer, and
(c) if requested by the Contractor, the Engineer shall issue a Taking-Over Certificate for this part
upon confirmation by the Engineer that the Works has been delivered to the standards required by
the Contract.
After the Engineer has issued a Taking-Over Certificate for a part of the Works, the Contractor shall
be given the earliest opportunity to take such steps as may be necessary to carry out any outstanding
works and/or Tests on Completion. The Contractor shall carry out those outstanding works and/or
these Tests on Completion as soon as practicable before the expiry date of the relevant Defects
Notification Period. The Contractor shall ensure that proper assistance and cooperation with the
Employer, the Employer’s Personnel and any other contractors engaged by the Employer for the other
works are followed and adhered pursuant to the Sub-Clause 4.6 [Co-operation]
If a Taking-Over Certificate has been issued for such part of the Works, the delay damages thereafter
for completion of the remainder of the Works shall be reduced. Similarly, the delay damages for the
remainder of the Section (if any) in which this part is included shall also be reduced. For any period
of delay after the date stated in this Taking-Over Certificate, the proportional reduction in these delay
damages shall be calculated as the proportion which the value of the part so certified bears to the
value of the Works or Section (as the case may be) as a whole. The Engineer shall proceed in
accordance with Sub-Clause 3.5 [Determinations] to agree or determine these proportions. The
provisions of this paragraph shall only apply to the daily rate of delay damages under Sub-Clause 8.7
[Delay Damages] and shall not affect the maximum amount of these damages.

10.3 Interference with Tests on Completion
If the Contractor is prevented, for more than 14 days, from carrying out the Tests on Completion by
a cause for which the Employer is responsible, the Employer shall allow the Contractor to carry out
the Tests on Completion as soon as practicable thereafter. The Contractor shall act accordingly to
mitigate any rectify any issues or defects demonstrated by such testing. The Engineer shall request
the Tests on Completion to be carried out by giving 14 days’ notice and in accordance with the relevant

provisions of the Contract. The Engineer shall then issue a Taking-Over Certificate accordingly, subject
to the requirements of the Contract.
If the Contractor suffers delay and/or incurs Cost as a result of any delay caused by the Employer,
carrying out the Tests on Completion, the Contractor shall give notice to the Engineer and shall be
entitled subject to Sub-Clause 20.1 [Contractor’s Claims] to:

11.7 Right of Access
Until the Performance Certificate has been issued, the Contractor shall have such right of access to
the Works as is reasonably required in order to comply with this Clause, except as may be inconsistent
with the Employer’s reasonable security or operational restrictions.
The Contractor has to comply with the all Authorities regulations and requirements for access within
the area in which the site is situated, which include but are not limited to Immigration, Dubai
Municipality, Trakhees, Customs, Dubai Police and any other Authorities listed in the Contract or
Employer’s Requirements.

11.8 Contractor to Search
The Contractor shall, if required by the Engineer, search for the cause of any defect, under the
direction of the Engineer. Unless the defect is to be remedied at the cost of the Contractor under Sub-
Clause 11.2 [Cost of Remedying Defects], the ‘cost plus reasonable profit’ for the search shall be
agreed or determined by the Engineer in accordance with Sub-Clause 3.5 [Determinations] and shall
be included in the Contract Price

11.10 Unfulfilled Obligations
After the Performance Certificate has been issued, each Party shall remain liable for the fulfillment of
any obligation which remains unperformed at that time. For the purposes of determining the nature
and extent of unperformed obligations, the Contract shall be deemed to remain in force.
Add the following additional Sub-clause 11.12;

11.12. Latent Defects
Notwithstanding the issue of a Performance Certificate, the Contractor shall remain liable for Latent
Defects in the Works or a Section (as the case may be) which appear at any time before the tenth
anniversary of the taking over under Clause 10 [Employer’s Taking Over] of the Works or a Section
(as the case may be).
The Contractor shall be liable for the costs of rectification of any Latent Defect in and/or damage
caused to the Works as a result of such Latent Defect which is notified to the Contractor and which
may appear or occur during the applicable Latent Defects rectification period.
If any such Latent Defect in and/or such damage to the Works shall appear or occur, the Engineer
shall notify the Contractor stating the nature of the Latent Defect and/or damage. In the event that
such Latent Defect is a defect which does not affect the proper operation and maintenance of the
Project and/or any of its constituent systems the Employer may, in its sole discretion, allow the

Contractor a reasonable period of time in which to rectify the Latent Defect. If the Contractor fails to
rectify any such Latent Defect and/or such damage within the period notified by the Employer the
Employer may, at the Contractor’s risk and expense, rectify the Latent Defect and/or such damage or
may employ another contractor to carry out such rectification, as reasonable and necessary.
In the event that such Latent Defect is adversely affecting the operation and maintenance of the
Project and/or any of its constituent systems, the Employer may, in its sole discretion employ and pay
another contractor to carry out such rectification and recover the reasonable and necessary cost of
such rectification from the Contractor.
Add the following additional Sub-clause 11.12;

11.13 Manufacturer’s Warranties
Upon receiving the Performance Certificate, the Contractor shall assign the benefit of any unexpired
manufacturer's or supplier's warranties and guarantees to the Employer and deliver the originals of
such warranties and guarantees to the Employer.

13.1 Right to Vary
Variations may be initiated by the Engineer at any time prior to issuing the Taking-Over Certificate for
the Works, either by an instruction or by a request for the Contractor to submit a proposal. Other
than stated under Sub-Clause 11.4 [Failure to Remedy Defects] a Variation shall not comprise the
omission of any work which is to be carried out by others.
The Contractor shall execute and be bound by any Variation initiated in accordance with the provisions
of the penultimate paragraph of this Sub-Clause 13.1 [Right to Vary]
Contractor shall execute and be bound by each other Variation, unless the Contractor promptly gives
notice to the Engineer stating (with supporting particulars) that (i) the Contractor cannot readily
obtain the Goods required for the Variation, (ii) it will reduce the safety or suitability of the Works, or
(iii) it will have an adverse impact on achievement of the Schedule of Guarantees. Upon receiving this
notice, the Engineer shall cancel, confirm or vary the instruction.
The Engineer (acting with the prior written consent of the Employer) may at any time prior to issuing
the Taking-Over Certificate for the Works initiate a Variation to extend or reduce the Time for
Completion for the Works. If so, the Contract Price shall be adjusted to the relevant amount specified
in the Appendix to Tender and the Programme submitted by the Contractor in accordance with Sub-
Clause 8.3 [Programme] shall reflect such extended or reduced Time for Completion.
The Contractor shall not make any alteration and/or modification of the Permanent Works, unless and
until the Engineer instructs or approves a Variation.

13.3 Variation Procedure
If the Engineer requests a proposal, prior to instructing a Variation, the Contractor shall respond in
writing as soon as practicable, either by giving reasons why he cannot comply (if this is the case) or
by submitting:
(a) a description of the proposed design and/or work to be performed and a programme for its
execution,
(b) the Contractor’s proposal for any necessary modifications to the programme according to Sub-
Clause 8.3 [Programme] and to the Time for Completion, and
(c) the Contractor’s proposal for adjustment to the Contract Price with supporting particulars.

The Engineer shall, as soon as practicable after receiving such proposal (under Sub-Clause 13.2 [Value
Engineering] or otherwise), respond with approval, disapproval or comments. The Contractor shall
not delay any work whilst awaiting a response.
Each instruction to execute a Variation shall be issued by the Engineer to the Contractor, who shall
acknowledge receipt.
Upon instructing or approving a Variation, the Engineer shall proceed in accordance with this Sub-
Clause 13.3, the Price Schedules and Sub-Clause 3.5 [Determinations] to agree or determine
adjustments to the Contract Price and the Schedule of Payments. These adjustments shall include
‘cost plus reasonable profit’ as specified under the Appendix to Tender and Sub-Clause 1.2
[Interpretation] and shall take into account of the Contractor’s submissions under Sub-Clause 13.2
[Value Engineering] if applicable.
The basis of the Engineer’s determination of the value of any works to be provided under a Variation
shall be as follows:
(d) Where the Contract or Schedule of Prices provide specific rates or prices for works of the same
nature, the Engineer shall apply, or derive from, those rates and prices in order to determine
the valuation of the works under the Variation; or
(e) Where the Contract or Schedule of Prices provide rates or prices for works of a similar nature,
the Engineer may derive from and apply those rates and prices in order to determine the
valuation of the works under the Variation; or
(f) Where the Contract or Schedules of Prices do not provide rates or prices for works of the same
or similar nature, the Engineer shall determine the rates and prices to be used in the valuation
of the works under the Variation.
13.5 Provisional Sums
Delete Sub-clause 13.5 in its entirety.
Delete Sub-Clause 13.7 in its entirety

13.7 Adjustments for Changes in Legislation

13.8 Adjustment for Changes in Cost
Delete Sub-Clause 14.1 in its entirety and substitute the following.

14.1 The Contract Price
14.1.1 Taxes and Duties
The Contract Price includes all the taxes payable in the Country excluding Value Added Tax (“VAT”)
as applicable in the Country only.
14.1.2 Determination of Contract Price
The Contract Price shall be fixed lump sum price of the Accepted Contract Amount stated in the
Appendix to Tender subject to any adjustments in accordance with the Contract.
With the exception of the VAT, the Contractor shall pay all taxes, duties and fees required to be paid
by the Contractor in meeting his obligations under this Contract, and the Contract Price shall not be
adjusted for any of these costs.
For the avoidance of doubt, any Dubai Municipality, Trakhees or EHS fees that are charged in respect
of the Building Permit and any other services Authority’s permanent connection charges, shall be paid

directly by the Employer or reimbursed to the Contractor upon submission of their original payment
receipt from concerned Authorities. Other than the aforementioned fees, any and all required
coordination works, charges, fees, etc. relating to obtaining any permits and permanent connections
shall be deemed to be included in the Accepted Contract Price.
Any quantities which may be set out in the Price Schedules or other Schedule are estimated quantities
and are not to be taken as the actual and correct quantities of the Works which the Contractor is
required to execute.
Any quantities or price data which may be set out in the Price Schedules including Payment Milestones
shall be used only for the purposes stated in the Price Schedules of estimating the contract value of
the Works for, and only for, the calculation of interim payment certificates. The Engineer may apply
the pricing data for other purposes but shall not be bound by it.
14.2 Advance Payment
The Employer shall make an advance payment, as an interest-free loan for mobilization, subject to
submission of guarantees in accordance with this Sub-Clause.
The total advance payment, the number and timing of instalments (if more than one), and the
applicable currencies and proportions, shall be as stated in the Appendix to Tender.
The Engineer shall issue an Interim Payment Certificate for the first instalment after receiving a
Statement (under Sub-Clause 14.3 [Application for Interim Payment Certificates]) and after the
Employer receives the Performance Security in accordance with Sub-Clause 4.2.1 [Performance
Security] and the Advance Payment Security in amounts and currencies equal to the advance payment
pursuant to this Sub-Clause.
The Advance Payment Security shall be issued by an internationally recognized and reputable bank,
which shall be approved by the Employer, and shall be in the form attached in Section 5 of Volume 1
Commercial of the Contract Documents.
The Contractor shall ensure that the guarantee is valid and enforceable until the advance payment
has been repaid, but its amount may be progressively reduced by the amount repaid by the Contractor
as indicated in the Payment Certificates.
If the terms of the guarantee specify its expiry date, and the advance payment has not been repaid
by the date 28 days prior to the expiry date, the Contractor shall extend the validity of the guarantee
until the advance payment has been repaid.
The advance payment shall be repaid through percentage deductions in Interim Payment Certificates
at twenty per cent (20%) unless other percentages are stated in the Appendix to Tender.
If the advance payment has not been repaid prior to the issue of the Taking-Over Certificate for the
Works or prior to termination under Sub-Clause 15 [Termination by Employer], Sub-Clause 16
[Suspension and Termination by Contractor] or Sub-Clause 19 [Force Majeure] (as the case may be),
the whole of the balance then outstanding shall immediately become due and payable by the
Contractor to the Employer.

14.3 Application for Interim Payment Certificates
The Contractor shall submit a Statement in three (3) copies to the Engineer after the end of each
month, in a form approved by the Engineer, showing in detail the amounts to which the Contractor
considers himself to be entitled, together with supporting documents which shall include the report
on the progress during this month in accordance with Sub-Clause 4.21 [Progress Reports].

The Statement shall include the following items, as applicable, which shall be expressed in the various
currencies in which the Contract Price is payable, in the sequence listed:
(a) the estimated contract value of the Works executed (based upon completed Payment
Milestones, which shall be determined in accordance with Sub-Clause 14.4 [Schedule of
Payments]) and the Contractor’s Documents produced up to the end of the month based on
the Price Schedules including any adjustment thereto in accordance with Sub-Clause1.8 [ Care
and Supply of Documents ] (including Variations but excluding items described in sub-
paragraphs (b) to (e) below);
(b) any amount to be deducted for retention, calculated by applying the percentage of retention
stated in the Appendix to Tender to the total of the above amounts, until the amount so retained
by the Employer reaches the limit of Retention Money (if any) stated in the Appendix to Tender;
(c) any amounts to be added and deducted for the advance payment and repayments in
accordance with Sub-Clause 14.2 [Advance Payment];
(d) any other additions or deductions which may have become due under the Contract or
otherwise, including those under Clause 20 [Claims, Disputes and Arbitration];
(e) the deduction of amounts certified in all previous Payment Certificates.

14.4 Schedule of Payments
The Schedule of Payments shall list the definitions of the Payment Milestones and the values due for
payment to the Contractor in respect of the completion of each of the Payment Milestones, subject
to the provisions of this Sub-Clause 14.4.
The Contractor shall request payment in respect of each Payment Milestone in accordance with Sub-
Clause 14.3 [Application for Interim Payment Certificates]). The Engineer shall review such claims for
payment of each Payment Milestone in accordance with the provisions of the Contract and shall only
certify payments for Payment Milestones that the Engineer deems completed in accordance with the
Contract, including but not limited to, the definitions and provisions in the Schedule of Payments.
Where the Schedule of Payments does not explicitly specify the Payment Milestones and the respective
values due for payment, the Contractor shall submit a proposal to the Employer with the definitions
and respective values of the Payment Milestones together with his submission of the detailed
programme (refer Sub-Clause 8.3 [Programme]) for the Employer’s review, which for the avoidance
of doubt shall be 28 days from the Commencement Date.
In any event, with the exception of payment of the Advance Payment in accordance with Sub-Clause
14.2 (Advance Payment], the Employer shall have no obligation to certify or make any payment to
the Contractor until such time as the Schedule of Payments is bound into the Contract.

14.5 Plant and Materials intended for the Works

14.7 Payment
The Employer shall pay to the Contractor:

(a) the advance payment within 42 days after receiving the advance payment guarantee in
accordance with Sub-Clause 14.2 [Advance Payment],
(b) the amount certified in each Interim Payment Certificate within 56 days after the Engineer
receives the Statement and supporting documents; and
(c) the amount certified in the Final Payment Certificate within 56 days after the Employer receives
this Payment Certificate, where such payment certificate has been confirmed as correct and in
accordance with the Contract in writing by the Employer.
Payment of the amount due shall be made into the bank account, nominated by the Contractor, as

specified in the Contract.

Together with any payment by the Employer to the Contractor in accordance with the Contract, the
Employer shall also pay any Value Added Tax payable in the Country in relation to such payment.

14.8 Delayed Payment

14.9 Payment of Retention Money
The Employer shall pay the Retention Money to the Contractor as follows:
(a) Following the Engineer’s issue of the Taking-Over Certificate for the Works, the Employer shall
pay to the Contractor 50% of the value of the total Retention Money; and
(b) Following the Engineer’s issue of the Performance Certificate, the Employer shall release the
remaining 50% of the total Retention Money.
However, if any work remains to be executed under Clause 11 [Defects Liability] or Clause 12 [Tests
after Completion], the Engineer shall be entitled to withhold certification of the estimated cost of this
work until it has been executed.
For the avoidance of doubt, there shall be no release of the Retention Money upon completion of the
Sections of the Works.

15.2 Termination by Employer
The Employer shall be entitled to terminate the employment of the Contractor if:
(a) the Contractor fails to comply with Sub-Clause 4.2 [Performance Security, Parent Company
Guarantee and Direct Agreement (if applicable)] or with a notice under Sub-Clause 15.1 [Notice
to Correct];
(b) the Contractor abandons the Works or otherwise plainly demonstrates the intention not to
continue performance of his obligations under the Contract, or assigns the Contract or
subcontracts any part of the Works without any required consent;
(c) the Contractor without reasonable justification fails:
(i) to proceed with the Works in accordance with Clause 8 [Commencement, Delays and
Suspension], or
(ii) to comply with a notice issued under Sub-Clause 7.5 [Rejection] or Sub-Clause 7.6
[Remedial Work], within 28 days after receiving it,
(d) the Contractor subcontracts the whole of the Works or assigns the Contract without the required
agreement under Sub-Clause 1.7 [Assignment];
(e) the Contractor’s liability to pay delay damages has reached the maximum amount in Sub-Clause
8.7 [Delay Damages];
(f) the Contractor becomes bankrupt or insolvent, goes into liquidation, has a receiving or
administration order made against him, compounds with his creditors, or carries on business
under a receiver, trustee or manager for the benefit of his creditors, or if any act is done or
event occurs which (under applicable Laws) has a similar effect to any of these acts or events;
(g) the Contractor is found, based on reasonable evidence, to have engaged in corrupt, fraudulent,
collusive or coercive practice at any time in relation to the Works or to the Contract;
(h) there is a material change in the ownership or control of the Contractor of which the Employer
is not notified by the Contractor, or to which the Employer’s consent is not given;
(i) if the Parent Company Guarantee issued pursuant to Sub-Clause 4.2.2 [Parent Company
Guarantee] ceases to be in full force and effect; or
(j) the Contractor is found, based on reasonable evidence, to have breached the terms and

conditions set out in section 10.0 of this Contract [Anti-Slavery and Human Trafficking Laws and
Policies].
In any of these events or circumstances, the Employer may, upon giving 14 days’ notice to the
Contractor, terminate the Contract and expel the Contractor from the Site. However, in the case of
sub-paragraph (f), (g), (h), (i) or (j) of this Sub-Clause, the Employer may by notice terminate the
Contract immediately.
The Employer’s election to terminate the Contract shall not prejudice any other rights of the Employer,
under the Contract or otherwise.
In case of termination by the Employer, the Contractor consents to Employer’s entitlement to

terminate the Contract; (a) in accordance with the meaning of mutual consent as contemplated by
Articles 2.1.8, 2.6.7, 2.6.8 and 8.9.2 of the UAE Law No. 5 of 1985 (Code); and (b) without the need
to obtain court order in accordance with Article 2.7.1 of the Code
Immediately upon receipt of notice of termination, whether or not the Contractor disputes the validity
of the termination, the Contractor shall leave the Site and deliver any required Goods, all Contractors’
Documents, and other design documents made by or for him, to the Engineer. However, the
Contractor shall use his best efforts to comply immediately with any reasonable instructions included
in the notice, (i) for the assignment of any subcontract, and (ii) for the protection of life or property
or for the safety of the Works. Within seven (7) days of a request from the Engineer, the Contractor
shall issue a statement of no objection to the Employer for the transfer of the building permits to the
party notified to the Contractor in the Engineer’s request. The Contractor shall refrain from taking any
action that could hinder or prevent the Employer from proceeding with the Works in a timely and cost
efficient manner. The Contract agrees to cooperate fully with the Employer and any third party
appointed in the Contractor’s place.
After termination, the Employer may complete the Works and/or arrange for any other entities to do
so. The Employer and these entities may then use any Goods, Contractor’s Documents and other
design documents made by or on behalf of the Contractor.
The Employer shall then give notice that the Contractor’s Equipment and Temporary Works will be
released to the Contractor at or near the Site. The Contractor shall promptly arrange their removal,
at the risk and cost of the Contractor. However, if by this time the Contractor has failed to make a
payment due to the Employer, these items may be sold by the Employer in order to recover this
payment. Any balance of the proceeds shall then be paid to the Contractor.

15.4 Payment after Termination
After a notice of termination under Sub-Clause 15.2 [Termination by Employer] has taken effect, the
Employer may:
(a) proceed in accordance with Sub-Clause 2.5 [Employer’s Claims],

(b) withhold further payments to the Contractor until the costs of design, execution, completion
and remedying of any defects, damages for delay in completion (if any), and all other costs
incurred by the Employer, have been established, and/or
(c) recover from the Contractor any losses and damages incurred by the Employer and any extra
costs of completing the Works, after allowing for any sum due to the Contractor under Sub-
Clause 15.3 [Valuation at Date of Termination]. After recovering any such losses, damages and
extra costs, the Employer shall pay any balance to the Contractor.
For the avoidance of doubt, if the Contract is terminated pursuant to a Contractor default, the
Employer shall be able to recover losses, damages and costs under the Performance Security.


16.1 Contractor's Entitlement to Suspend Work
If the Engineer fails to certify in accordance with Sub-Clause 14.6 [ Issue of Interim Payment
Certificates] or Sub-Clause 14.7 [Payment], the Contractor may, after giving not less than 21 days'
notice to the Employer, suspend work (or reduce the rate of work) unless and until the Contractor
has received the Payment Certificate, reasonable evidence or payment, as the case may be and as
described in the notice.
The Contractor's action shall not prejudice his entitlements to financing charges under Sub-Clause
14.8 [Delayed Payment] (if applicable) and to termination under Sub-Clause 16.2 [Termination by
Contractor].
If the Contractor subsequently receives such Payment Certificate, evidence or payment (as described
in the relevant Sub-Clause and in the above notice) before giving a notice of termination, the
Contractor shall resume normal working as soon as is reasonably practicable.
If the Contractor suffers delay and/or incurs Cost as a result of suspending work (or reducing the rate
of work) in accordance with this Sub-Clause, the Contractor shall give notice to the Engineer and shall
be entitled subject to Sub-Clause 20.1 [Contractor's Claims] to:
(a) an extension of time for any such delay if completion is or will be delayed under Sub-Clause

16.2 Termination by the Contractor
The Contractor shall be entitled to terminate the Contract if:
(a) the Engineer fails, within 56 days after receiving a Statement and supporting documents, to
issue the relevant Payment Certificate,
(b) the Contractor does not receive the amount due under Interim Payment Certificate within 42
days after the expiry of the time stated in Sub-Clause 14.7 [Payment] within which the
payment is to be made (except for deductions in accordance with Sub-Clause 2.5 [Employer’s
Claims]
(c) the Employer fails to comply with Sub-Clause 1.6 [Contract Agreement] or Sub-Clause 1.7
[Assignment]
(d) a prolonged suspension affects the whole of the Works as described in Sub-Clause 8.11
[Prolonged Suspension] or
(e) the Employer becomes bankrupt or insolvent, goes into liquidation, has a receiving or
administration order made against him, becomes bankrupt or insolvent, goes into liquidation,
has a receiving or administration order made against him, compounds with his creditors, or
carries on business under a receiver, trustee or manager for the benefit of his creditors, or if
any act is done or event occurs which (under applicable Laws) has a similar effect to any of
these acts or events
In any of those events or circumstances, the Contractor may, upon giving 14 days’ notice to the
Employer, terminate the Contract. However, in the case of sub-paragraph (d) or (e), the Contractor
may by notice terminate the Contract immediately.
The Contractor’s election to terminate the Contract shall not prejudice any other rights of the
Contractor, under the Contract or otherwise.

Delete Sub-Clause 16.4 and substitute the following.

16.4 Payment on Termination
After a notice of termination under Sub-Clause 16.2 [Termination by Contractor] has taken effect, the
Employer shall promptly:
(a) return the Parent Company Guarantee and the Performance Security to the Contractor, and
(b) agree the Contractor’s entitlement to a Payment Certificate with the Contractor or,, failing
agreement instruct the Engineer to determine the Contractor’s entitlement, and the Engineer
shall issue a Payment Certificate in accordance with Sub-Clause 19.6 [ Optional Termination,
Payment and Release].
The above are the sole remedies of the Contractor following termination under Sub-Clause 16.2
[Termination by Contractor].
Delete Sub-Clause 17.1 and substitute the following.
17.1 Indemnities
The Contractor shall indemnify and hold harmless the Employer the Employer’s Personnel, and their
respective agents, against and from all claims, damages, losses and expenses (including legal fees
and expenses) in respect of:
(a) bodily injury, sickness, disease or death, of any person whatsoever arising out of or in the
course of or by reason of the Contractor’s design (if any), the execution and completion of the
Works and the remedying of any defects, unless attributable to any negligence, willful act or
breach of the Contract by the Employer, the Employer’s Personnel, or any of their respective
agents, and
(b) damage to or loss of any property, real or personal (other than the Works), to the extent that
such damage or loss:
(i) arises out of or in the course of or by reason of the Contractor’s design (if any), the
execution and completion of the Works and the remedying of any defects, and
(ii) is attributable to any negligence, wilful act or breach of the Contract by: the Contractor,
the Contractor’s Personnel, their respective agents anyone directly or indirectly employed
by any of them
The Employer shall indemnify and hold harmless the Contractor, the Contractor’s Personnel, and their
respective agents, against and from all claims, damages, losses and expenses (including legal fees
and expenses) in respect of (1) bodily injury, sickness, disease or death, which is attributable to any
negligence, wilful act or breach the Contract by the Employer, the Employer’s Personnel, or any of
their respective agents.

17.3 Employer’s Risks
The risks referred to in Sub-Clause 17.4 below are:
(a) war hostilities (whether war be declared or not) invasion act of foreign enemies,
(b) rebellion, terrorism, revolution, insurrection, military or usurped power, or civil war, within the
Country,
(c) riot, commotion or disorder within the Country by persons other than the Contractor’s Personnel
and other employees of the Contractor and Subcontractors,
(d) munitions of war explosive materials ionizing radiation or contamination by radio activity within
the Country except as may be attributable to the Contractor’s use of such munitions explosives
radiation or radio activity;

(e) pressure waves caused by aircraft or other aerial devices travelling at sonic or supersonic
speeds,
(f) use or occupation by the Employer of any part of the Permanent Works, except as may be
specified in the Contract,
(g) design of any part of the Works by the Employer’s Personnel or by others for whom the
Employer is responsible,
(h) Not used; and
breaches of the Contract by the Employer and/or the Employer’s Personnel.
For the avoidance of doubt, all risks not listed in this Sub-Clause are the Contractor’s risks.

17.6 Limitation of Liability
Neither Party shall be liable to the other Party for loss of use of any Works, loss of profit, loss of any
contract 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 clause 17.1 [Indemnities] and provided that this
exclusion shall not apply to any obligation of the Contractor to pay Delay Damages to the Employer
under Sub-Clause 8.7 [Delay Damages].
The total liability of the Contractor to the Employer, under or in connection with the Contract other
than under Sub-Clause 4.19 [Electricity, Water and Gas], Sub-Clause 4.20 [Employer’s Equipment and
Free-Issue Material], Sub-Clause 17.1 [Indemnities] and Sub-Clause 17.5 [Intellectual and Industrial
Property Rights], shall not exceed the sum resulting from the application to the Contract Price of a
multiplier (less or greater than one) as stated in the Appendix to Tender or (if a multiplier is not so
stated), the Contract Price.
This Sub-Clause shall not limit liability in any case of fraud, deliberate default or reckless misconduct
by the defaulting Party.

18.1 General Requirements for Insurances
In this Clause, “insuring Party” means, for each type of insurance, the Party responsible for effecting
and maintaining the insurance specified in the relevant Sub-Clause.
Wherever the Contractor is the insuring Party, each insurance shall be effected with insurers and in
terms approved by the Employer. These terms shall be consistent with any terms agreed by both
Parties before the date of the Letter of Award. This agreement of terms shall take precedence over
the provisions of this Clause.
Wherever the Employer is the insuring Party, each insurance shall be effected with insurers and in
terms consistent with the details annexed to the Particular Conditions.
If a policy is required to indemnify joint insured, the cover shall apply separately to each insured as
though a separate policy had been issued for each of the joint insured. If a policy indemnifies
additional joint insured, namely in addition to the insured specified in this Clause, (i) the Contractor
shall act under the policy on behalf of these additional joint insured except that the Employer shall
act for Employer’s Personnel, (ii) additional joint insured shall not be entitled to receive payments
directly from the insurer or to have any other direct dealings with the insurer, and (iii) the insuring
Party shall require all additional joint insured to comply with the conditions stipulated in the policy.
Each policy insuring against loss or damage shall provide for payments to be made in the currencies
required to rectify the loss or damage. Payments received from insurers shall be used for the
rectification of the loss or damage.
The relevant insuring Party shall, within the respective periods stated in the Appendix to Tender

(calculated from the Commencement Date), submit to the other Party:
(a) evidence that the insurances described in this Clause have been effected, and
(b) copies of the policies for the insurances described in Sub-Clause 18.2 [Insurance for Works and
Contractor’s Equipment] and Sub-Clause 18.3 [Insurance against Injury to Persons and
Damage to Property].
When each premium is paid, the insuring Party shall submit evidence of payment to the other Party.
Whenever evidence or policies are submitted, the insuring Party shall also give notice to the Engineer.
Each Party shall comply with the conditions stipulated in each of the insurance policies. The insuring
Party shall keep the insurers informed of any relevant changes to the execution of the Works and
ensure that insurance is maintained in accordance with this Clause.
Neither Party shall make any material alteration to the terms of any insurance without the prior
approval of the other Party. If an insurer makes (or attempts to make) any alteration, the Party first
notified by the insurer shall promptly give notice to the other Party.
If the insuring Party fails to effect and keep in force any of the insurances it is required to effect and
maintain under the Contract, or fails to provide satisfactory evidence and copies of policies in
accordance with this Sub-Clause, the other Party may (at its option and without prejudice to any other
right or remedy) effect insurance for the relevant coverage and pay the premiums due. The insuring
Party shall pay the amount of these premiums to the other Party, and the Contract Price shall be
adjusted accordingly.
Nothing in this Clause limits the obligations, liabilities or responsibilities of the Contractor or the
Employer, under the other terms of the Contract or otherwise. Any amounts not insured or not
recovered from the insurers shall be borne by the Contractor and/or the Employer in accordance with
these obligations, liabilities or responsibilities. However, if the insuring Party fails to effect and keep
in force an insurance which is available and which it is required to effect and maintain under the
Contract, and the other Party neither approves the omission nor effects insurance for the coverage
relevant to this default, any moneys which should have been recoverable under this insurance shall
be paid by the insuring Party.
Payments by one Party to the other Party shall be subject to Sub-Clause 2.5 [ Employer’s Claims] or
Sub-Clause 20.1 [Contractor’s Claims], as applicable.

18.2 Insurance for Works and Contractor’s Equipment
The insuring Party shall insure the Works, Plant, Materials and Contractor’s Documents for not less
than the full reinstatement cost including the costs of demolition, removal of debris and professional
fees and profit. This insurance shall be effective from the date by which the evidence is to be
submitted under sub-paragraph (a) of Sub-Clause 18.1 [General Requirements for Insurances], until
the date of issue of the Taking-Over Certificate for the Works.
The insuring Party shall maintain this insurance to provide cover until the date of issue of the
Performance Certificate, for loss or damage for which the Contractor is liable arising from a cause
occurring prior to the issue of the Taking-Over Certificate, and for loss or damage caused by the
Contractor in the course of any other operations (including those under Clause 11 [ Defects Liability].
The insuring Party shall insure the Contractor’s Equipment for not less than the full replacement value,
including delivery to Site. For each item of Contractor’s Equipment, the insurance shall be effective
while it is being transported to the Site and until it is no longer required as Contractor’s Equipment.
Insurances under this Sub-Clause:
(a) in relation to the Works, Plant and Materials, shall be effected and maintained by the Employer
as insuring Party, and shall be in the joint names of the Parties, who, subject to the terms of

the Employer’s financing agreements with the Lenders if any, shall be jointly entitled to
receive payments from the insurers, payments being held or allocated between the Parties
for the sole purpose of rectifying the loss or damage. All deductibles will be paid by the
Contractor, except to the extent a loss is caused by the fault of the Employer, in which case
the Employer shall bear his proportional share of such deductible. Details of the construction
all risks insurance to be arranged by the Employer are given in Section 9 of Volume 1 Commercial of
the Contract Documents.
(b) in relation to the Contractor's Equipment, shall be effected and maintained by the Contractor
as insuring Party; and
(c) shall cover the loss and damage as provided in the Contract.

18.3 Insurance against Injury to Persons and Damage to Property
The insuring Party shall insure against each Party’s liability for any loss damage death or bodily injury
which may occur to any physical property (except things insured under Sub Clause 18 2 [ Insurance
for Works and Contractor’s Equipment]) or to any person (except persons insured under Sub Clause
18.4 [Insurance for Contractors Personnel]), which may arise out of the Contractor’s performance of
the Contract and occurring before the issue of the Performance Certificate
This insurance shall be for a limit per occurrence of not less than the amount stated in the Appendix
to Tender with no limit on the number of occurrences If an amount is not stated in the Appendix to
Tender this Sub Clause shall not apply.
Unless otherwise stated in the Contract the insurances specified in this Sub Clause:
(a) shall be effected and maintained by the Employer as insuring Party shall be in the joint names
of the Parties.

18.5 Additional Insurances
Notwithstanding anything contained in elsewhere in Clause 18, the Contractor shall effect and
maintain such additional insurances as shall be required by the Employer, such as, but not limited to:
(a) P&I insurance for any delivery vessels or floating Plant/ Equipment
(b) Motor vehicle/ auto liability insurance;
(c) Off-site third party liability insurance;
( d) The Contractor’s Professional Indemnity (PI) insurance for any design of the Works undertaken
by the Contractor (if any in accordance with Clause 13.) during the period of the Contract and 10
years after the date of issuing the Taking- Over Certificate. Professional Indemnity Insurance for
professional advice by the Contractor for any design of the work undertaken and such cover to
remain in force for the entire duration of the project and subsequent period as stated for each of
the cases below:
i. Project Specific Professional Indemnity (PI) Insurance for the design of the Works
undertaken by the Contractor shall be valid for the period of the Project from
commencement up to the date of completion of his services and shall also include an
endorsement of Extended Reporting Period of 10 years beyond the date of completion of
project.
ii. Alternatively, for Annual Professional Insurance Policy, an undertaking letter shall be
submitted by the Contractor for renewal of such insurance prior to the Annual expiry date
and be valid up to the issuance of the completion of the Services and be further renewed
on a recurrent basis every year beyond the date of Completion of project for a period of

10 years.
(d) Ocean Marine Transit All Risks covering materials to be included in the Works, If any

19.1 Definition of Force Majeure
In this Clause, “Force Majeure” means an exceptional event or circumstance:
(a) which is beyond a Party’s control,

(b) which such Party could not reasonably have provided against before entering into the Contract,
(c) which, having arisen, such Party could not reasonably have avoided or overcome,
(d) which is not substantially attributable to the other Party, and
(e) which prevents a Party from performing all or a substantial part of its obligations pursuant to
the Contract.
Force Majeure may include, but is not limited to, exceptional events or circumstances of the kind listed
below, so long as conditions (a) to (e) above are satisfied:
(i) war, hostilities (whether war be declared or not), invasion, act of foreign enemies,
(ii) rebellion, terrorism, revolution, insurrection, military or usurped power, or civil war,
(iii) riot, commotion, disorder, strike or lockout by persons other than the Contractor’s
Personnel and other employees of the Contractor and Sub- contractors,
(iv) munitions of war, explosive materials, ionizing radiation or contamination by radio-
activity, except as may be attributable to the Contractor’s use of such munitions,
explosives, radiation or radio-activity; and
(v) natural catastrophes arising from the forces of nature such as earthquake, hurricane,
typhoon or volcanic activity.
For the sake of clarity Force Majeure excludes:
(vi) any operation of the forces of nature including climatic conditions unless these give rise
to a natural catastrophe; and
(vii) any natural physical conditions and man- made and other physical obstructions and
pollutants, which the Contractor encounters at the Site; and
(viii) any changes to any prices controlled by the Government of the Country.

20.1 Contractor’s Claims
If the Contractor considers himself to be entitled to any extension of the Time for Completion and/or
any additional payment, under any Clause of these Conditions or otherwise in connection with the
Contract, the Contractor shall give notice to the Engineer, describing the event or circumstance giving
rise to the claim. The Notice shall be given as soon as practicable but not later than 28 days after the
Contractor became aware, or should have become aware, of the event or circumstance giving rise to
the entitlement first arose and shall include details of the event or circumstance and its effect or
expected effect on the Works. Notwithstanding any other provisions of the Contract, the aforesaid
notice shall take the form of a letter (for the avoidance of doubt, minutes, reports and/or programs
and the like shall not constitute notice pursuant to this Sub-Clause) in which the Contractor shall
expressly identify the relevant provisions of the Contract pursuant to which the entitlement arises
including but not limited to this Sub-Clause.
The Contractor shall only be entitled to claim for an extension of the Time for Completion in the
circumstances set out in Sub-Clause 8.4 [Extension of Time for Completion].
The Contractor shall only be entitled to claim for additional payment or an increase in the Contract
Price in the following circumstances:
(a) where the Engineer fails to issue a drawing or instruction in time, pursuant to Sub-Clause 1.9
[Delayed Drawings or Instructions];
(b) where the Contractor is not given access to and possession of the Site when required, pursuant
to Sub-Clause 2.1 [Right of Access to the Site];
(c) as contemplated in Sub-Clause 4.24 [Fossils];

(d) the Contractor complying with any instructions of the Employer under Sub-Clause 7.4 [Testing];
(e) a suspension of the works (other than where the suspension is caused by the Contractor’s
default) pursuant to Sub-Clause 8.9 [Consequences of Suspension];
(f) where the Contractor is prevented from carrying out the Tests on Completion pursuant to Sub-
Clause 10.3 [Interference with Tests on Completion];
(g) where the Contractor searches for the cause of any defect unless the defect is to be remedied
at the cost of the Contractor pursuant to Sub-Clause 11.8 [Contractor to Search]
(h) where a Variation is instructed pursuant to Sub-Clause 13.3 [Variation Procedure] (except
where the Variation is the result of the Contractor’s failure to comply with his obligations under
the Contract);
(i) upon suspension of work by the Contractor due to the Employer’s default, under Sub-Clause
16.1 [Contractor’s Entitlement to Suspend Work];
(j) where an Employer’s Risk arises, under Sub-Clause 17.4 [Consequences of Employer’s Risk];
and
(k) in the event of Force Majeure, under Sub-Clause 19.4 [Consequences of Force Majeure].
If the Contractor fails to give notice of a claim within such period of 28 days, the Time for Completion
shall not be extended, the Contractor shall not be entitled to additional payment, and the Employer
shall be discharged from all liability in connection with the claim. Otherwise, the following provisions
of this Sub-Clause shall apply.
The Contractor shall also submit any other notices which are required by the Contract, and supporting
particulars for the claim, all as relevant to such event or circumstance.
The Contractor shall keep such contemporary records as may be necessary to substantiate any claim,
either on the Site or at another location acceptable to the Engineer. Without admitting the Employer’s
liability, the Engineer may, after receiving any notice under this Sub-Clause, monitor the record-
keeping and/or instruct the Contractor to keep further contemporary records. The Contractor shall
permit the Engineer to inspect all these records, and shall (if instructed) submit copies to the Engineer.
Within 42 days after the Contractor became aware (or should have become aware) of the event or
circumstance giving rise to the claim, or within such other period as may be proposed by the
Contractor and approved by the Engineer, the Contractor shall send to the Engineer a fully detailed
claim which will specify:
(a) that it is a claim made pursuant to Sub-Clause 20.1

(b) the legal basis for the claim, whether based on term of the Contract or otherwise, and if based
on the term of the Contract clearly identifying the specific term
(c) the facts relied upon in support of the claim in sufficient detail to permit verification and
assessment, and
(d) details of the quantification of the claim in all cases showing the basis of the calculations
If the Contractor fails to provide a fully detailed claim within 42 days or within such other period as
may be agreed by the Engineer, after the Contractor became aware (or should have become aware)
of the event or circumstance giving rise to the claim, the Contractor shall not be entitled to additional
payment, and the Employer shall be discharged from all liability in connection with the claim.
If the event or circumstance giving rise to the claim has a continuing effect:
(a) this fully detailed claim shall be considered as interim;

(b) the Contractor shall send further interim claims at monthly intervals, giving the accumulated
delay and/or amount claimed, and such further particulars as the Engineer may reasonably
require; and
(c) the Contractor shall send a final claim within 28 days after the end of the effects resulting from
the event or circumstance, or within such other period as may be proposed by the Contractor
and approved by the Engineer.
Within 42 days after receiving a claim or any further particulars supporting a previous claim, or within
such other period as may be proposed by the Engineer and approved by the Contractor, the Engineer

shall respond with approval, or with disapproval and detailed comments. He may also request any
necessary further particulars, but shall nevertheless give his response on the principles of the claim
within such time.
Each Payment Certificate shall include such amounts for any claim as have been reasonably
substantiated as due under the relevant provision of the Contract. Unless and until the particulars
supplied are sufficient to substantiate the whole of the claim, the Contractor shall only be entitled to
payment for such part of the claim as he has been able to substantiate and which the Employer
accepts and approves.
The Engineer shall proceed in accordance with Sub-Clause 3.5 [Determinations] to agree or determine
(i) the extension (if any) of the Time for Completion (before or after its expiry) in accordance with
Sub-Clause 8.4 [Extension of Time for Completion], and/or (ii) the additional payment (if any) to
which the Contractor is entitled under the Contract.
The requirements of this Sub-Clause are in addition to those of any other Sub-Clause which may apply
to a claim. If the Contractor fails to comply with this or another Sub-Clause in relation to any claim,
any extension of time and/or additional payment shall take account of the extent (if any) to which
the failure has prevented or prejudiced proper investigation of the claim, unless the claim is excluded
under the provision of this Sub-Clause related to the time period allowed for submission of a notice
and a fully detailed claim.

20.2 Appointment of the Dispute Adjudication Board

20.3 Failure to Agree Dispute Adjudication Board

20.4 Obtaining Dispute Adjudication Board’s Decision

20.5 Amicable Settlement
Before commencing any arbitration under Clause 20.6, the Parties shall seek to resolve amicably in
good faith any dispute, claim or difference arising between them in respect of any matter connected
with the Contract. The process to resolve any dispute shall be as follows:
A Party must give the other a written notice of any dispute in connection with the Contract as soon
as practicable; and
a) The Parties shall use all reasonable endeavours and act in good faith to resolve any dispute
which arises between the Parties in connection with the Contract as quickly as is reasonably
possible, by following the procedures listed below.
(i) Initially each Party shall submit details of the dispute to their respective senior managers,
who will endeavour to resolve the dispute within 28 Days of the giving of the notice; and
(ii) If the Parties senior managers do not resolve the dispute within that time, escalate the
dispute to both Parties’ CEOs, who will endeavour to resolve the dispute within a further 28
Days or such other period as is agreed by the parties; and
A party may not serve an alternative dispute resolution notice to commence arbitration until the
provisions of above have been satisfied.


20.6 Arbitration
Unless otherwise agreed by both Parties:

(a) the dispute shall be finally settled under the Rules of the Dubai International Arbitration Center
in Dubai, United Arab Emirates;
(b) the dispute shall be settled by three arbitrators appointed in accordance with these Rules;
(c) the arbitration shall be conducted in the language for communications defined in Sub-Clause
1.4 [Law and Language]; and
the arbitration shall be conducted in Dubai and the seat of the Arbitration shall be in Dubai, United
Arab Emirates.
The arbitrator(s) shall have full power to open up, review and revise any certificate, determination,
instruction, opinion or valuation of the Engineer, relevant to the dispute. Nothing shall disqualify the
Engineer from being called as a witness and giving evidence before the arbitrator(s) on any matter
whatsoever relevant to the dispute.
Arbitration may be commenced prior to or after completion of the Works. The obligations of the
Parties and the Engineer shall not be altered by reason of any arbitration being conducted during the
progress of the Works.
Where disputes arise under this Contract and under any Associated Contracts and in the reasonable
opinion of the first tribunal to be appointed in any of the disputes those disputes are so closely
connected that it is expedient for them to be resolved in the same proceedings, that tribunal shall
have the power to order that the proceedings to resolve that dispute shall be consolidated with those
to resolve any of the other disputes (whether or not proceedings to resolve those other disputes have
yet been instituted), provided that no date for the final hearing of the first arbitration has been fixed.
If the tribunal so orders, the parties to each dispute which is a subject of its order shall be treated as
having consented to that dispute being finally decided:
(d) by the tribunal that ordered the consolidation unless the Dubai International Arbitration Centre
decides that it would not be suitable or impartial; and
(e) in accordance with the procedure, at the seat and in the language specified in the arbitration
agreement in the contract under which the tribunal that ordered the consolidation was
appointed, save as otherwise agreed by all parties to the consolidated proceedings or, in the
absence of such agreement, ordered by the tribunal in the consolidated proceedings.
Any award given in relation to this Sub-Clause 20.6 shall include as a minimum a copy of the
arbitration agreement, a summary of the Parties’ submissions and documents, the grounds on which
the award is made, and the relief granted, the date and place of the award and it shall be signed by
the arbitrators. The proceedings shall be conducted, and the award rendered, in the ruling language
stated in the Appendix to Tender.

5.0 Forms of Contract Security

5.1 Advance Payment Guarantee
The Contractor shall provide an Advance Payment Security in the form below:
No. Date
WHEREAS, [INSERT CONTRACTOR] (hereinafter called the "Contractor"), whose registered office is
at INSERT ADDRESS, has entered a written contract agreement (hereinafter called the Contract) INSERT
DATE with [INSERT EMPLOYER] (hereinafter called the "Employer") for the [INSERT CONTRACT
NAME] in conformity with the provisions of the Contract.
AND WHEREAS it has been agreed that the Contractor shall be entitled to draw payment of [INSERT
AMOUNT]
IN WORDS [AMOUNT IN FIGURE] in conformity with the provisions of the Contract.
AND WHEREAS, it has been agreed that the said payment will be guaranteed by the Contractor in
conformity with the provisions of the Contract.
We, (Name of a State Bank or a Private Bank in Dubai) (hereinafter called the “Guarantor”), having our Registered Office
in Dubai at (Address in Dubai) , hereby issue this freely transferable guarantee and irrevocably and
unconditionally guarantee to pay to the Employer as primary obligator, on demand, any sum or sums
which may from time to time be demanded in writing by the Employer from the Guarantor, and stating
that the Contractor is in breach, in respect of the Contractor’s proper performance in the repayment of
the advance payment, up to the maximum aggregate sum of [INSERT AMOUNT IN WORDS
(AMOUNT IN FIGURE)], without the Employer needing to show other grounds or reasons for the
demand.
This guarantee shall become operative upon the date of payment by the Employer of the Advance
Payment amount of [INSERT AMOUNT IN WORDS (AMOUNT IN FIGURE)] to INSERT IBAN No.
of the Contractor.
The maximum sum of this Guarantee shall be reduced by the sums of the advance payment repaid
to you, is evidenced to us by the presentation by the Contractor of a copy of the Interim Payment
Certificate, signed by the Employer stating the amount of the advance payment repaid.
This payment will be made within 2 working days without any need for the Employer to demand
payment from the Contractor, without reference by the Guarantor to the Contractor and
notwithstanding any notice given by the Contractor not to make the payment.
If at any time in the course of the Contractor’s obligations under the Contract there is any change,
addition or other modification to the terms of the Contract, or of the Works to be performed
thereunder, including any extension of the period of the Contractor’s obligations, it shall be deemed
that such change, addition or modification shall have been made with the Guarantor’s consent and
shall in no way release the Guarantor from any liability under this guarantee.
This guarantee shall remain in full force from the date of its signature either until such time as the
Contractor has fulfilled all the Contractor’s obligations in accordance with the provisions of the Contract
or the maximum aggregate sum above has been repaid in full by the Guarantor to the Employer within
the terms of this guarantee, whichever occurs later.
The invalidity, illegality or unenforceability in whole or in part of any of the provisions of this guarantee
shall not affect the validity, legality and enforceability of the remaining part or provisions of this
guarantee.

This Advance Payment Security shall be governed by and construed in accordance with the laws of
the Emirate of Dubai, as applicable in the United Arab Emirates.
Duly authorised for and on behalf of [insert name of Bank]
(signature ) ,
(name of authorised signatory) ,
(position) ,

5.2 Performance Security
The Contractor shall provide a Performance Security in the form below:
No. Date
WHEREAS, [INSERT CONTRACTOR] (hereinafter called the "Contractor"), whose registered office is
at INSERT ADDRESS, has entered a written contract agreement (hereinafter called the Contract)
[INSERT DATE] with Arenco Logistics CO LLC (hereinafter called the "Employer") for the [INSERT
CONTRACT NAME] in conformity with the provisions of the Contract.
AND WHEREAS it has been agreed in the Contract that the Contractor shall obtain and provide a security
for his proper performance of the Contract.
We, (Name of a State Bank or a Private Bank in Dubai) (hereinafter called the Guarantor), having our Registered Office
in Dubai at (Address in Dubai) , hereby issue this freely transferable Performance Security and irrevocably
and unconditionally guarantee to pay to the Employer as primary obligator, on demand, any sum or
sums which may from time to time be demanded in writing by the Employer from the Guarantor, and
stating that the Contractor is in breach, in respect of the Contractor’s proper performance of the Contract,
up to the maximum aggregate sum of [INSERT AMOUNT IN WORDS (INSERT AMOUNT IN
FIGURE)] without the Employer needing to show other grounds or reasons for the demand.
This payment will be made without any need for the Employer to demand payment from the
Contractor, without reference by the Guarantor to the Contractor and notwithstanding any notice
given by the Contractor not to make the payment.
If at any time in the course of the Contractor’s obligations under the Contract there is any change,
addition or other modification to the terms of the Contract, or of the Works to be performed
thereunder, including any extension of the period of the Contractor’s obligations, it shall be deemed
that such change, addition or modification shall have been made with our consent and shall in no way
release the Guarantor from any liability under this guarantee.
This guarantee shall remain in full force from the date of its signature either until such time as the
Contractor has fulfilled all the Contractor’s obligations in accordance with the provisions of the Contract
or the maximum aggregate sum above has been repaid in full by the Guarantor to the Employer within
the terms of this guarantee, whichever occurs later.
This Performance Security shall come into force upon the date of this performance security and shall
remain in force until the expiry of this Performance Security (the “Expiry”) upon the earliest of:
(a) such time as the Employer confirms in writing to the Guarantor that the Contractor has fulfilled all the
Contractor's obligations in accordance with the provisions of the Contract; or
(b) the maximum aggregate sum has been paid by the Guarantor to the Employer within the terms of this
performance security; or
(c) close of normal banking hours on [INSERT](the “Pre-Expiry Date”).
In the event that neither of the events detailed in (a) or (b) above have taken place 28 calendar days
before the Pre-Expiry Date, the Contractor agrees to issue a new bond no later than 14 calendar days
before the Pre-Expiry Date on the same terms as this performance security save that the Pre-Expiry
Date shall be changed to a date falling 365 days from the date of issuance of the new bond. In the
event that the new payment security is not received by 14 calendar days before the Pre-Expiry Date, the
Employer shall demand payment from the Guarantor against this performance security forthwith.
The invalidity, illegality or unenforceability in whole or in part of any of the provisions of this Performance
Security shall not affect the validity, legality and enforceability of the remaining part or provisions of this
Performance Security.

This Performance Security shall be governed by and construed in accordance with the laws of the
Emirate of Dubai, as applicable in the United Arab Emirates.
Duly authorised for and on behalf of [insert name of Bank]
(signature ) ,
(name of authorised signatory) ,
(position) ,

6.0 Form of Parent Company Guarantee

THIS GUARANTEE is made the day of
BETWEEN:
(1) [Name] (the “Guarantor”).

(A) Arenco Logistics Co LLC or Subsidiary/Partner as appropriate of [Address] (the
“Employer”). WHEREAS
(B) By a Construction contract dated [Date] (the “Contract”) made between (1) the Employer
and (2) [Name of Contractor] (the “Contractor”), the Contractor has agreed to design,
execute and complete certain works (the “Works”) upon the terms and conditions contained
in the Contract.
(C) Pursuant to the terms of the Contract, the Contractor agreed to procure the provision of a
guarantee in the terms hereof.
(D) At the request of the Contractor, the Guarantor has agreed to guarantee performance of the
Contract by the Contractor as set out herein.
(E) The Guarantor considers that it will benefit commercially by providing a guarantee in the terms
hereof.
(F) In the event of any conflict between the Contract and this Guarantee, the latter will prevail.
(G) Terms defined in the Contract have the same meaning in this guarantee.
IT IS HEREBY AGREED AS FOLLOWS:
Subject to the terms of this Guarantee, the Guarantor:

irrevocably and unconditionally guarantees to the Employer both as guarantor and sole principal
obligor the due and punctual performance by the Contractor of all of its duties, obligations,
covenants, warranties and undertakings under and pursuant to and in connection with the
Contract (the “Obligations”) when they or any part of them become due and performable
according to the terms of the Contract, save that nothing herein shall be construed as imposing
greater obligations or liabilities on the Guarantor (including following any termination of the
Contract) than are expressed to be imposed on the Contractor in the Contract; and
will indemnify the Employer in respect of any claim, demand, proceedings, liability, loss,
damage, costs or expenses (including legal expenses) occasioned or suffered by the Employer
arising out of:
a failure by the Contractor to perform any or all of the Obligations when they are due and
performable; and/or
the termination of the Contract or the employment of the Contractor under the Contract by
reason of default by the Contractor; and/or
the Contractor going into liquidation, administration or receivership, or becoming subject to any
other form of insolvency or similar proceeding; and/or
any obligation of the Contractor under the Contract becoming void, voidable or unenforceable
for any reason,
(together the ”Indemnified Liabilities”);
covenants with and undertakes to the Employer upon demand to pay to the Employer all sums
payable in respect of any Indemnified Liabilities and all other sums payable by the Contractor
to the Employer in connection with or arising out of the Contract; and

at the option of the Employer, make good or procure the making good of any failure by the
Contractor to perform any or all of the Obligations within 10 days of receipt of notice in writing
specifying such failure.
The obligations and the liability of the Guarantor under this Guarantee are absolute and
unconditional and shall remain in full force and effect notwithstanding anything which would
have discharged the Guarantor (wholly or in part) or which would have afforded the Guarantor
any legal or equitable defence. Without prejudice to the generality of the foregoing, the liability
of the Guarantor under this Guarantee shall not be affected or discharged in any way by and
the Guarantor hereby waives notice of:
the insolvency, bankruptcy, winding up, dissolution, administration, incapacity, amalgamation,

reconstruction, re-organisation or any analogous proceeding relating to the Contractor or any
change in the status, function, control or ownership of the Contractor;
any suspension of the Works, variation to or amendment of the Contract (including without
limitation extension of time for performance) or any concession or waiver by the Employer in
respect of the Contractor's obligations under the Contract;
any forbearance or waiver of any right of action or remedy the Employer may have against the
Contractor or negligence by the Employer in enforcing any such right of action or remedy;
any compromise of any dispute with the Contractor arising out of or in connection with the
Contract;
any provision of the Contract being or becoming illegal, invalid, void, voidable or unenforceable
for any reason whatsoever;
any failure of supervision or detection or prevention of any default of the Contractor under or
in connection with the Contract;
any additional or advance payment to the Contractor under or in connection with the Contract;
any bond, undertaking, security or other guarantee held or obtained by the Employer for any
of the obligations of the Contractor under the Contract or any release or waiver thereof; and
any other fact, circumstance, act, event, omission or provision of statute or law or otherwise
which but for this clause might operate to discharge, impair or otherwise affect any of the
obligations of the Guarantor under this Guarantee or any of the rights, powers or remedies
conferred on the Employer by this Guarantee or by law.
This Guarantee shall extend to any variation of or amendment to the Contract and to any
agreement supplemental thereto agreed between the Employer and the Contractor and for the
avoidance of doubt the Guarantor hereby authorises the Employer and the Contractor to make
any such amendment, variation or supplemental agreement.
This Guarantee is a continuing guarantee and will remain in full force and effect until each and
every part of the Obligations have been discharged and performed in full.
Until the issue of the Performance Certificate for the whole and every part of the Works, the
Guarantor shall not on any ground whatsoever:
make any claim or threaten to make any claim whether by proceedings or otherwise against
the Contractor for the recovery of any sum paid by the Guarantor pursuant to this Guarantee;
take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any
rights of the Employer under the Contract or otherwise; or

prove in competition with the Employer in respect of any payment by the Guarantor under this
Guarantee or otherwise be entitled in competition with the Employer to claim or have the benefit
of any set-off, counterclaim or proof against or dividend, composition or payment by the
Contractor or of any security which the Employer holds or may hold for any money or liabilities
due or incurred by the Contractor to the Employer and in case the Guarantor receives any sums
from the Contractor in respect of any payment of the Guarantor under this Guarantee the
Guarantor must hold such monies in trust for the Employer so long as any sums are payable
(contingently or otherwise) under this Guarantee.
If any sum is received by the Guarantor from the Contractor in such circumstances the
Guarantor shall promptly pay such sum to the Employer.
All payments made pursuant to this Guarantee shall be made without set-off, counterclaim or
condition of any kind whatsoever, and without withholding or deduction on account of taxes or
duties of any kind. If the Guarantor is required by law to make any such withholding or
deduction it shall pay an amount to the Employer such that, after such withholding or deduction,
the Employer receives an amount equal to that which it would have received under this
Guarantee had no such withholding or deduction been required. Subject to the terms of the
Employer’s financing agreements with the Lenders, if an amount payable by the Guarantor is
increased as provided for in this Clause 6 and if the Employer receives a tax rebate, reduction
or credit as a result of such increased amount payable, then the Employer shall reimburse to
the Guarantor an amount equivalent to such tax rebate, reduction or credit.
The Employer will not be obliged, before enforcing any of its rights or remedies conferred upon
it by this Guarantee or by law, to take any step or action, including (without limitation):
the granting of any time or indulgence to the Contractor;
the taking of any legal proceedings or action or the obtaining of any judgment against the
Contractor in any court, arbitration or adjudication;
the making or filing of any claim in bankruptcy, liquidation, winding up or dissolution of the
Contractor; or
the pursuance or exhaustion of any other right or remedy against the Contractor,
and the liabilities of the Guarantor under this Guarantee may be enforced irrespective of
whether any legal proceedings are being or have been taken against the Contractor.
The Guarantor represents and warrants to the Employer that as at the date hereof:
the Guarantor is a corporation duly incorporated and validly existing and in good standing under
the laws of its jurisdiction of incorporation and has the corporate power and authority to own
its assets and to carry on its business as presently conducted;
its execution and delivery of this Guarantee and the performance of all transactions and
obligations contemplated hereby is within its corporate authority and does not conflict with or
result in a breach of or default under any provision of its constitution;
its execution, delivery and performance hereof has been duly authorised by all necessary
corporate proceedings;
there are no actions, claims, proceedings or investigations, pending or threatened against it or

by, against or before any person which may have a material effect on the subject matter of this
Guarantee; and
this Guarantee constitutes a legal, valid and binding obligation of the Guarantor enforceable
against the Guarantor in accordance with its terms.

The Employer may assign the benefit of this Guarantee to the Lenders of the Employer or any
agent or trustee thereof to which it has assigned or transferred its rights under the Contract
without the consent of the Guarantor being required. The Employer may not assign the benefit
of this Guarantee to any other entity without the consent of the Guarantor. The Employer shall
provide the Guarantor with a notice of any assignment by it under this Clause 9. The Guarantor
hereby agrees that it will provide an acknowledgement of such assignment promptly upon being
required to do so by the Employer.
All documents arising out of or in connection with this Guarantee shall be served:
upon the Employer, at [Address] for the attention of [Name]

upon the Guarantor, at [Address], marked for the attention of [Name].
The Employer and the Guarantor may change their respective nominated addresses for service
of documents to another address, but only by prior written notice to each other. All demands
and notices must be in writing.
This Guarantee shall be governed by and construed according to the laws for the time being in
force in the United Arab Emirates as applicable in the Emirate of Dubai.
The Guarantor submits to the non-exclusive jurisdiction of the courts of Dubai, for any
proceedings in connection with this Guarantee, and waives any rights it may have to claim that
those courts are an inconvenient forum.
The Guarantor irrevocably appoints [Name] (“the Agent”), now of [Address], as its agent to
accept service of process in Dubai in any legal action or proceedings arising out of or in
connection with this guarantee, provided that:
service upon the Agent shall be deemed valid service upon the Guarantor whether or not the
process is forwarded to or received by the Guarantor;
the Guarantor shall inform all other parties to this Guarantee, in writing, of any change in the
address of the Agent within 28 days of such change;
if the Agent ceases to be able to act as a process agent or to have an address in Dubai and,
the Guarantor irrevocably agrees to appoint a new process agent in the United Arab Emirates
as applicable in the Emirate of Dubai acceptable to the Employer and to deliver to the Employer
within 14 days a copy of a written acceptance of appointment by the new process agent; and
nothing in this Guarantee shall affect the right to serve process in any other manner permitted
by law.1
IN WITNESS whereof this Guarantee has been executed as a deed on the date first before written.
SIGN AND DELIVERED AS A DEED by
[Name]
Witnessed by:
Signature Signature
Name Name

1
: Include if guarantor is not incorporated in the United Arab Emirates.

7.0 Novation Agreement

This Novation Agreement (“Agreement”) is made the day of 20
between
Arenco Logistics Co LLC/Partner as appropriate of [Address],

(hereinafter called "the Employer") of the one part,
and
[Name of Contractor] [Address]
of
(hereinafter called "the Contractor") of the other part
and
[Name of Novated Subcontractor] [Address]
of
(hereinafter called "the Novated Subcontractor") of the other part
Whereas
(a) On [Date], the Employer and the Novated Subcontractor executed an agreement for the
[Insert brief description for Alternate 1 eg] Supply of Sand and Supply and Installation
of Vertical Drains (referred to in this Agreement as the “Novated Contract”)]
(a copy of which is attached as Schedule 1 to this Agreement) under which the Novated
Subcontractor agreed to undertake various works (the “Novated Works”) on the land
comprising [Address], relating to the construction of a [Define Project eg] container terminal
facility being developed by the Employer (the “Project”).
(b) Under a main works construction contract dated [Date], the Employer appointed the Contractor
to execute and complete the main [Insert description of works eg civil] works required
for the construction of the Project (the “Construction Contract”). The Employer, the
Contractor and the Novated Subcontractor have agreed that the Novated Subcontractor be
appointed as a subcontractor of the Contractor by way of novation of the Novated Contract from
the Employer to the Contractor with effect from the Commencement Date as defined under the
Construction Contract (the “Effective Date”).
(c) The parties hereto have therefore agreed (i) that the rights and obligations of the Employer
under the Novated Contract shall be transferred to the Contractor in accordance with the terms
of Clause [No] of the Novated Contract; and (ii) that certain amendments shall be made to the
Novated Contract.
It is agreed
1 Novation
1.1 With effect from the Effective Date:
The Novated Subcontractor hereby unconditionally releases and discharges the

Employer from its liabilities and obligations under the Novated Contract;

The Employer hereby unconditionally releases and discharges the Novated

Subcontractor from its liabilities and obligations under the Novated Contract;
The parties hereby agree that the rights and obligations of the Employer under the
Novated Contract shall be transferred to the Contractor;
The Contractor hereby agrees to be bound by the terms and conditions of the Novated
Contract and to perform and comply with the obligations of the Employer under the
Novated Contract as if it were named in the Novated Contract as the Employer; and,
The Contractor and the Novated Subcontractor agree that the Novated Contract shall
be amended as set out in Clause 2 of this Agreement.
1.2 Notwithstanding the release and discharge referred to in paragraph 1 of Sub-Clause

1.1 above, the Novated Subcontractor shall remain responsible for all its liabilities and
obligations owed to the Employer under the Novated Contract which accrued prior to
the date of this Agreement (including without limitation its obligation to correct any
defective work performed prior to the date of this Agreement pursuant to Clause [No]
of the Novated Contract).
2 Amendments
2.1 From the Effective Date the Works shall be carried out in accordance with
Clauses [Nos] of the specification which forms part of the Construction Contract (a copy
of which clauses are attached as Schedule 2 to this Agreement) and which replace
Clauses [Nos] of the Novated Contract; and,
Drawings [Nos] which replace drawings [Nos] of the Novated Contract.
2.2 From the Effective Date the Works shall be carried out in accordance with the
programme [“Programme Name”], Revision [No and date], (a copy of which is attached
as Schedule [No] to this Agreement)
3 Confirmations
For the sake of clarity the following points are confirmed:
3.1 The Contractor shall make no claim on the Employer or on the Novated Subcontractor
in respect of ….
3.2 The Contractor shall assume all obligations for the payment of ongoing work arising out
of variations ordered to the Novated Subcontractor by or on behalf of the Employer
prior to the Effective Date. These include:
 [Variation Name] instructed on [Date];

3.3 The Contractor shall have ownership of ….
4 Authority
Each of the parties hereby represents and warrants to each other, as regards itself, that it has
taken all corporate action necessary to authorise the execution and performance of this
Agreement and the said execution and performance will not cause it to be in breach of any
agreement to which it is a party, or any applicable law or regulations and this Agreement and
the Novated Contract constitute valid and enforceable obligations of it.

5 Payments
5.1 The Novated Subcontractor acknowledges receipt of the sum of AED[Amount] paid by
the Employer by way of an advance of the contract sum as defined in the Novated
Contract.
5.2 The Novated Subcontractor acknowledges that AED[Amount] (including VAT) less
retention of AED[Amount] (including VAT) has been certified for payment to it for work
completed by it prior to the Effective Date in accordance with Clause [No] of the
Novated Contract.
5.3 The Novated Subcontractor acknowledges and agrees that in the event that the
Engineer becomes aware that any of the works performed prior to the Effective Date
do not comply with the Novated Contract, it shall rectify the defective work as directed
by the Employer and the Contractor shall be entitled to withhold from any payments
due to the Novated Subcontractor the cost of rectification or replacement until
rectification or replacement has been completed as determined by the Employer.
6 Further Assurances
Each of the parties agrees to execute and deliver all further instruments and do and perform
all further acts and things as shall be necessary or expedient for the carrying out of the
provisions of this Agreement.
7 Governing Language
This Agreement is made in two sets in English and Insert language of Novated Contract
if different] with the same value. In case of any inconsistency and contradiction between the
[Language of Novated Contract] and the English version, the English version shall prevail.
8 Law and Jurisdiction

The laws of the Country apply to this Agreement to the exclusion of any other law. The parties
submit to the non-exclusive jurisdiction of the courts of the Country. The parties’ submission
to the jurisdiction includes submission to a court of appeal.
9 Dispute Resolution
Any disputes arising out of, under or in connection with this Agreement shall be dealt with in
accordance with the Construction Contract.
Signed by the authorised representatives of the parties hereto.
SIGNED by
(signature ) ,
(name ) ,
(position) ,
for and on behalf of Arenco Logistics Co LLC
In the presence of:
(signature) ,
(name ) ,
(position) ,

SIGNED by
(signature ) ,
(name ) ,
(position) ,
for and on behalf of [Contractor]
In the presence of:
(signature) ,
(name ) ,
(position) ,
SIGNED by
(signature) ,
(name ) ,
(position) ,
for and on behalf of [Novated Subcontractor]
In the presence of:
(signature) ,
(name ) ,
(position) ,

8.0 Direct Agreement

THIS AGREEMENT is made on the day of Month Year
BETWEEN:
(1) [Name of Employer] ( the “Company”);
(2) [Name] (the “Contractor”); and
(3) [Name of Bank] in its capacity as offshore security agent for and on behalf of the Lenders and
the other finance parties under the Common Terms Agreement (as defined below) (in such
capacity, the “Offshore Security Agent”)
BACKGROUND:
(A) The Company is responsible for the design, construction, operation and maintenance of [Name
of Project] to be developed at [Address].
(B) The Company has entered into the Construction Contract upon and subject to the terms of
which it shall engage the Contractor to design, execute and complete the Works and remedy
any defects therein.
(C) The Company has entered into agreements dated on or about the date of this Agreement with
the Offshore Security Agent and the Lenders pursuant to which the Lenders have agreed,
subject to the terms and conditions thereof, to make available to the Company the loan facilities
specified therein in connection with the Project.
(D) This Agreement is the direct agreement referred to in Sub-Clauses [Number] and [Number] of
the Construction Contract.
(E) The Parties intend that this Agreement takes effect as a Deed.
IT IS AGREED as follows:
1 DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this Agreement, except as otherwise provided by this Agreement or to the extent

that the context requires otherwise, expressions defined in or construed in the
Construction Contract shall have the same meaning or shall be construed in the same
manner. In addition:
“Additional Obligor” means:
(a) the Intercreditor Agent, the Offshore Security Agent, any Lender or any of
their Affiliates; or
(b) a company which is wholly-owned by the Intercreditor Agent, the Offshore

Security Agent, any Lender or any of their Affiliates on behalf of the Lenders;
or
(c) an administrative receiver, receiver or receiver and manager of the Company

appointed under the Finance Documents; or

(d) any other person nominated by the Offshore Security Agent and approved by
the Contractor, acting reasonably;
“Affiliates” has the meaning given in the Common Terms Agreement;
“Assignment of Construction Contracts” means the assignment of construction

contracts agreement dated on or about the date of this Agreement and made between
the Offshore Security Agent and the Company as borrower, as amended from time to
time;
“Common Terms Agreement” means the common terms agreement dated on or

about the date of this Agreement and made between the Company as borrower, the
Lenders, the Facility Agent, the Security Agents and the Intercreditor Agent, each as
defined therein, as amended from time to time;
“Construction Contract” means the Construction Contract dated [Date] between the
Company and the Contractor relating to the execution and completion of the Works (as
defined therein), as amended from time to time;
“Construction Contract Default” means any event described in Sub- Clauses

[Number] or [Number] of the Construction Contract which would entitle the Contractor
to suspend or terminate its obligations under the Construction Contract if not remedied
during the applicable cure period;
“Default” has the meaning given in the Common Terms Agreement;
“Enforcement Notice” has the meaning given to it in Clause 3.1 (Enforcement);
“Event of Default” means any event or circumstance specified as such in Clause 22

(Events of Default) of the Common Terms Agreement;
“Finance Documents” means:
(e) the Common Terms Agreement;
(f) the Phase 1-1 Loan Agreement;
(g) the Security Trust and Intercreditor Deed;
(h) the Security Documents;
(i) the Direct Agreements; and
(j) the Shareholder Contributions Agreement,
each as defined in the Common Terms Agreement;
“Latest Step-In Date” means the date which is 90 days after the date of the receipt
by the Offshore Security Agent of a Termination Notice issued by the Contractor in
accordance with this Agreement, as such date may be extended in accordance with
Clause 5.1.3 (Step-In and Step-Out);
“Lender” means:
(k) any Onshore Lender as defined in the Common Terms Agreement;
(l) any Offshore Lender as defined in the Common Terms Agreement;
(m) any Hedging Counterparty as defined in the Common Terms Agreement; and

(n) any bank or financial institution which has become a party to the Common
Terms Agreement in accordance with Clause 38 (Assignments and Transfers)
of the Common Terms Agreement,
which in each case has not ceased to be a party to the Common Terms Agreement
and/or the Security Trust and Intercreditor Deed in accordance with the terms of such
agreements;
“Notice of Obligations” has the meaning given to it in Clause 5.1.2 (Step-In and
Step-Out);
“Parties” means the parties to this Agreement;
“Proposed Novation Notice” has the meaning given in Clause 6.1.1 (Novation and
Consent);
“Proposed Substitute” has the meaning given in Clause 6.1.1 (Novation and
Consent);
“Release Date” means the date on which:
(o) all indebtedness to all creditors under the Finance Documents has been fully
and irrevocably paid or discharged and no further such obligations/liabilities
are capable of becoming outstanding; and
(p) no Lender has any liability, actual or contingent, under any Finance Document
in respect of which the Company may have or incur any actual or contingent
liability to any Lender;
“Security” means a mortgage, charge, pledge, lien, assignment or other security

interest securing any obligation of any person or any other agreement or arrangement
having a similar effect;
“Security Trust and Intercreditor Deed” has the meaning given in the Common
Terms Agreement;
“Step-In Date” means the date of issue of a Step-In Undertaking;
“Step-In Period” means the period commencing on the Step-In Date and expiring on
the corresponding Step-Out Date;
“Step-In Undertaking” has the meaning given in Clause 5.2.1 (Step-In Undertaking);
“Step-Out Date” has the meaning given in paragraph 5.5 (Step-Out);
“Successor Agent” has the meaning given in Clause 2.3.3 (No assumption of
obligations);
“Suspension Notice” has the meaning given in Clause 4.2 (Restriction on

Suspension); and
“Termination Notice” has the meaning given in Clause 4.3 (Restriction on

Termination).
1.2 Construction
(a) In this Agreement, unless the contrary intention appears, a reference to:

(i) an “amendment” includes a supplement, novation or re enactment

and “amended” is to be construed accordingly;
(ii) a Clause is a reference to a Clause of this Agreement;
(iii) a person includes its permitted successors and assigns; and
(iv) a document is a reference to that document as amended in accordance

with its terms. Where a defined term is incorporated by reference, then
it shall have the meaning given to it in the other document as at the
date of this Agreement.
(b) The headings in this Agreement are for convenience only and are to be ignored
in construing this Agreement.
(c) In this Agreement, unless the context otherwise requires, the singular includes
the plural (and vice versa).
(d) In this Agreement, the words “include”, “includes” and “including” are not
limiting.
(e) A reference in this Agreement to a Schedule is a reference to a Schedule to

this Agreement and a reference to this Agreement includes any Schedules.
2 ACKNOWLEDGEMENT AND CONSENT
2.1 Notice and Acknowledgement

The Contractor acknowledges that a notice of assignment of the Construction Contract
will be given to it in the form set out in the Assignment of Construction Contracts.
Without prejudice to the terms and conditions of this Agreement, the Contractor
confirms its consent to such assignment and the Security referred to therein and agrees
to the terms thereof and to execute and deliver to the Company the form of
acknowledgment of assignment therein.
2.2 No other Security Interests

The Contractor represents to the Lenders that it has not previously received notice of
any other Security granted over the Construction Contract other than the Security over
the Construction Contract created pursuant to the Finance Documents.
2.3 No Assumption of Obligations

2.3.1 Without prejudice to any obligation pursuant to a Step-In Undertaking, the
Contractor agrees and accepts that neither the Offshore Security Agent nor
the Lenders nor any Additional Obligor shall be liable for the performance of
any of the obligations of the Company under the Construction Contract. The
Contractor agrees to accept performance by the Offshore Security Agent, the
Lenders or an Additional Obligor of any or all of the obligations of the Company
under the Construction Contract.
2.3.2 All obligations, undertakings and liabilities undertaken or arising on the part of
the Contractor under this Agreement are undertaken or owed exclusively to
the Lenders through the Offshore Security Agent as agent for the Lenders and
the other finance parties under the Common Terms Agreement and shall not
confer any rights on or in favour of the Company.

2.3.3 Each of the parties to this Agreement acknowledge and agree that the Offshore
Security Agent may at any time assign its rights and transfer its obligations
under this Agreement to or enter into a novation agreement with any person
(a “Successor Agent”) who may, from time to time and for the time being,
be appointed to act in the capacity of offshore security agent pursuant to the
Finance Documents. A Successor Agent shall promptly thereafter give notice
to the Contractor of its appointment as Offshore Security Agent. Until so
notified, the Contractor will be entitled to deal with the former Offshore
Security Agent and in so dealing shall be deemed to have dealt with the
Offshore Security Agent. With effect from the date of service of such notice by
the Successor Agent, each of the parties agrees that:
(i) the Successor Agent shall assume all rights and obligations of the
Offshore Security Agent under this Agreement; and
(ii) the former Offshore Security Agent shall be released from all
obligations and liabilities arising under this Agreement.
3 ENFORCEMENT
3.1 Enforcement Notice

The Contractor acknowledges that the Offshore Security Agent may give notice to the
Contractor (an “Enforcement Notice”) at any time upon the occurrence of and during
the continuation of an Event of Default and when it intends to exercise its rights under
the Finance Documents.
3.2 Before Enforcement Notice

Unless and until the Contractor has received an Enforcement Notice, the Contractor
shall, despite this Agreement and the Security, continue to treat the Company as
entitled to exercise and enforce all of the Company's rights, discretions and remedies
3.3 After Enforcement Notice

3.3.1 The Contractor acknowledges and agrees that, if it receives an Enforcement
Notice, then until:
(i) it receives a notice from the Offshore Security Agent withdrawing the
Enforcement Notice;
(ii) a Step-In Undertaking is issued in accordance with Clause 5.2 (Step-

In Undertaking); or
(iii) a novation takes effect pursuant to Clause 6.1 (Novation and Consent),
the Offshore Security Agent or any person nominated by the Offshore Security
Agent to act on behalf of itself and the Lenders will be entitled to exercise and
enforce all of the Company’s rights, discretions and remedies under the
Construction Contract (to the exclusion of all others including the Company)
and the Contractor shall perform its obligations under the Construction
Contract solely as directed by the Offshore Security Agent or such nominee.

3.3.2 Without prejudice to the Contractor's right to terminate the Construction

Contract in accordance with its terms and this Agreement, the Contractor
acknowledges and agrees that the exercise by the Offshore Security Agent of
any of its rights under this Agreement will not of itself give rise to any right for
the Contractor to terminate or suspend the performance of its obligations
4 TERMINATION, SUSPENSION AND OTHER REMEDIES
4.1 Notice of Default

As soon as reasonably practicable, and in any event no later than seven Business Days,
after the Contractor becomes aware of a Construction Contract Default, the Contractor
shall give notice to the Offshore Security Agent providing details of such default.
4.2 Restriction on Suspension

Subject to Clauses 4.6 (Action by Offshore Security Agent), 5.4 (Restrictions during
Step-In Period) and 6.2 (Suspension and Termination Rights), the Contractor agrees
that it may not exercise any right to suspend performance of its obligations under the
Construction Contract (including without limitation under Sub-Clause [Number]
(Contractor’s Entitlement to Suspend Work) of the Construction Contract) without giving
at least 60 days' prior notice (a “Suspension Notice”) to the Offshore Security Agent.
4.3 Restriction on Termination of the Construction Contract

4.3.1 The Contractor acknowledges and agrees that:
(i) any termination of the Construction Contract by notice from the

Contractor in accordance with the provisions of the Construction
Contract (including without limitation under Sub-Clause [Number]
(Termination by Contractor) of the Construction Contract) shall not
have any effect; and
(ii) it shall not otherwise agree to terminate the Construction Contract,
unless it has first given notice (a “Termination Notice”) to the Offshore

Security Agent and, subject to the terms of this Agreement (including without
limitation Clauses 4.6 (Action by Offshore Security Agent), 5.4 (Restriction
during Step-In Period), Clause 6.1.3 (Novation and Consent) and Clause 6.2
(Suspension and Termination Rights)):
(iii) a period commencing on the date of receipt by the Offshore Security

Agent of the Termination Notice and expiring on the Latest Step-In
Date shall have expired and a Step-In Undertaking has not been issued
pursuant to Clause 5.2.1 (Step-In Undertaking) or a notice has not
been given by the Offshore Security Agent under Clause 6.1 (Novation
and Consent) of a novation to a Proposed Substitute;
(iv) a Step-In Undertaking having been issued pursuant to paragraph

Clause 5.2.1 (Step-In Undertaking) prior to the Latest Step-In Date,
the relevant Additional Obligor has given notice to the Contractor
under Clause 5.5.1 (Step-Out) terminating its obligations under the
Step-In Undertaking and no notice has been given by the Offshore

Security Agent under Clause 6.1 (Novation and Consent) of a novation

to a Proposed Substitute on or before the date which is 30 days after
the Latest Step-In Date; or
(v) the Offshore Security Agent has issued a valid notice under Clause 6.1
(Novation and Consent) of a novation to a Proposed Substitute, but a
novation to a Proposed Substitute under Clause 6.1 (Novation and
Consent) has not taken effect on or before the date which is 60 days
after the Latest Step-In Date, save where the reason that such
novation has not taken effect by that date is because the Contractor
improperly withheld its consent to that novation under Clause 6.1.2
(Novation and Consent).
4.4 Acknowledgement
Unless the Contractor has obtained the prior written consent of the Offshore Security
Agent, the Contractor acknowledges and agrees that:
4.4.1 any notice served by the Contractor to terminate the Construction Contract in
circumstances where the Contractor has not complied with its obligations
under this Clause 4 will have no effect; and
4.4.2 any purported termination of the Construction Contract by the Contractor in

circumstances where the Contractor has not complied with its obligations
under this Clause 4 will have no effect.
4.5 Restriction on Other Remedies

The Contractor shall not take any action to petition or request to have the Company
adjudicated bankrupt or which may force the Company to petition for a suspension of
payments or for voluntary bankruptcy or insolvency in relation to the Company in any
manner until the Release Date.
4.6 Action by Offshore Security Agent

4.6.1 Notwithstanding any provision of this Agreement to the contrary, the
Contractor acknowledges and agrees that the Offshore Security Agent shall be
entitled at any time after receiving a Termination Notice to procure the taking
of such action as may be necessary to remedy the situation which gave rise to
the Termination Notice. The taking of such action shall not oblige the Offshore
Security Agent to exercise any of its rights under Clauses 5 (Step-In and Step-
Out) and 6 (Novation).
4.6.2 If the Offshore Security Agent shall have procured the remedy of the situation
which gave rise to the Termination Notice, the Contractor shall withdraw the
Termination Notice within three Business Days of such remedy and the
Contractor shall not be entitled to terminate its obligations under the
Construction Contract.
4.7 Subordination of Termination Damages

The Contractor acknowledges and agrees that after the Offshore Security Agent has
issued an Enforcement Notice (but only for as long as the Event of Default to which
such Enforcement Notice relates continues), if the Construction Contract is terminated

pursuant to Sub-Clause [Number] (Employer’s Entitlement to Termination), Sub-Clause

[Number] (Termination by Contractor) or Sub-Clause [Number] (Optional Termination,
Payment and Release) of the Construction Contract, its entitlement to any amounts
under Sub-Clause [Number] (Optional Termination, Payment and Release) of the
Construction Contract shall be fully subordinated to the rights of the Lenders until all
amounts due by the Company to the Lenders under the Finance Documents have been
paid.
5 STEP-IN AND STEP-OUT
5.1 Notice of Obligations

5.1.1 At any time:
(i) after a Termination Notice has been served on the Offshore Security
Agent; or
(ii) an Enforcement Notice has been served on the Contractor,
the Contractor acknowledges and agrees that the Offshore Security Agent may
request the Contractor to issue a Notice of Obligations in accordance with
Clause 5.1.2 (Notice of Obligations) below.
5.1.2 Within 30 days after the receipt of a request from the Offshore Security Agent
under Clause 5.1.1 (Notice of Obligations) above, the Contractor shall give
written notice to the Offshore Security Agent (a “Notice of Obligations”) of
any sums which are or shall become due and payable to the Contractor or
otherwise accrue to the Contractor and of any obligations which are or shall
become outstanding by the Company to the Contractor under the Construction
Contract up to a date to be specified in the request for the Notice of Obligations
as being the date on which a Step-In Undertaking may be issued pursuant to
Clause 5.2 (Step-In Undertaking), which shall not be later than the Latest Step-
In Date if the Contractor has previously issued a Termination Notice. A Notice
of Obligations shall be accompanied by evidence satisfactory to the Offshore
Security Agent establishing such amounts at the same time as such notice is
served.
5.1.3 If the Contractor does not deliver a Notice of Obligations within the 30 day
period referred to above, the Latest Step-In Date (if applicable) shall be
extended on a day-for-day basis for each day of delay in the delivery of the
Notice of Obligations beyond the day which is 30 days after receipt by the
Contractor of the Offshore Security Agent's request therefor.
5.1.4 Until three Business Days prior to the Step-In Date, the Contractor shall be
permitted to notify the Offshore Security Agent of any additional amounts due
and payable by the Company prior to the Step-In Date of which the Contractor
was not aware (after due enquiry) on the date of issue of the Notice of
Obligations. Subject to the provision of evidence satisfactory to the Offshore
Security Agent establishing such amounts at the same time as such notice is
served, such amounts shall be included in the Notice of Obligations which shall
be updated accordingly.
5.1.5 At any time:

(i) during the period following a request for a Notice of Obligations and
up to and including the Latest Step-In Date; or
(ii) during any Step-In Period,
the Contractor shall provide to the Offshore Security Agent any information
which the Offshore Security Agent may reasonably request from time to time
in relation to the performance of the Contractor’s obligations under the
Construction Contract, including without limitation with regard to any amounts
which are or will become payable to the Contractor under the Construction
Contract.
5.2 Step-In Undertaking

5.2.1 The Contractor acknowledges and agrees that the Offshore Security Agent
shall have the right (but not the obligation) to procure the issuance of an
undertaking (the “Step-In Undertaking”) by an Additional Obligor at any
time following delivery of a Termination Notice to the Offshore Security Agent
or delivery of an Enforcement Notice to the Contractor, provided that if a
Termination Notice was validly delivered by the Contractor in accordance with
this Agreement, the Step-In Undertaking may not be issued after the Latest
Step-In Date and any Step-In Undertaking delivered after such date shall be
of no effect.
5.2.2 Subject to Clause 5.5 (Step-Out), the Additional Obligor shall undertake to the
Contractor in the Step-In Undertaking that:
(i) it will pay to the Contractor within five Business Days after the Step-In
Date any amounts due and payable but unpaid by the Company to the
Contractor under the Construction Contract as set out in the Notice of
Obligations;
(ii) it will procure the performance of any other outstanding obligations of

the Company under the Construction Contract which have arisen prior
to the Step-In Date as set out in the Notice of Obligations within such
period as may be reasonably necessary to remedy the relevant breach
of contract to the extent capable of remedy by the Additional Obligor,
provided that the Additional Obligor shall not assume any obligations
of the Company which have arisen prior to the Step-In Date, other
than those expressly set out in the Notice of Obligations (as the same
may be updated in accordance with Clause 5.1.4 (Notice of
Obligations)); and
(iii) it will pay any amounts which become due and payable by the
Company under the Construction Contract on or after the Step-In Date
and procure the performance of all other obligations of the Company
under the Construction Contract which arise on or after the Step-In
Date.
5.2.3 The Contractor acknowledges and agrees that:
(i) the Additional Obligor shall become a joint and several obligor with the
Company in respect of the obligations it assumes pursuant to the Step-
In Undertaking and that neither the Lenders nor the Offshore Security

Agent (unless it is the Additional Obligor) shall assume any direct or

indirect liability towards the Contractor under this Clause 5; and
(ii) the obligations of the Additional Obligor in respect of the Step-In Period
shall be limited to its obligations under the Step-In Undertaking that
arise during the Step-In Period.
5.3 Operation of Step-In Rights

During the Step-In Period, the Contractor acknowledges and agrees that the Additional
Obligor will be entitled to exercise and enforce all of the Company’s rights, discretions
and remedies under the Construction Contract (to the exclusion of all others including
the Company) and the Contractor shall perform its obligations solely as directed by the
Additional Obligor in accordance with the Construction Contract.
5.4 Restrictions during Step-In Period

5.4.1 The Contractor may not terminate the Construction Contract during the Step-
In Period, on any grounds which gave rise to, or could have given rise to, the
issue of a Termination Notice prior to the Step-In Date unless:
(i) the Additional Obligor fails to discharge those obligations to the extent
capable of being discharged by the Additional Obligor which had arisen
prior to the Step-In Date within the time period required under Clause
5.2.2 (Step-In Undertaking); or
(ii) in the event that the novation to the Proposed Substitute under Clause
6 occurs before the Additional Obligor performs its obligations under
this Agreement, the Proposed Substitute fails to discharge those
obligations within the time period required under Clause 5.2 (Step-In
Undertaking).
5.4.2 The Contractor may not terminate or suspend the Construction Contract
(without prejudice to any right to suspend following from a notice to suspend
issued prior to the Step-In Date in accordance with Sub-Clause [Number]
(Contractor’s Entitlement to Suspend Work) of the Construction Contract), but
subject to Clause 4.2 (Restriction on Suspension):
(i) on the grounds that a Step-In Undertaking was issued; or
(ii) except as provided in this Clause 5.4.1 (Restrictions during Step-In

Period), during the Step-In Period on any grounds relating to a breach
by the Company of its obligations under the Construction Contract
whether outstanding or continuing on or arising before or after the
Step-In Date.
5.4.3 The Contractor cannot suspend, terminate or exercise remedies under

Construction Contract during a Step-In Period unless the Additional Obligor
materially breaches the terms of the Step-In Undertaking, such breach would
under the Construction Contract entitle the Contractor to exercise such
remedies and such breach is not remedied within 10 Business Days after
receipt of notice from the Contractor to the Additional Obligor and the Offshore
Security Agent.

5.5 Step-Out
5.5.1 The Additional Obligor may at any time give notice to the Contractor
terminating its obligations to the Contractor under the Step-In Undertaking.
Any such notice shall specify the date on which it takes effect (the “Step-Out
Date”) being a date falling no earlier than seven days after the date of the
notice.
5.5.2 With effect from the Step-Out Date, the Contractor acknowledges and agrees
that the Additional Obligor shall be released from the Step-In Undertaking and
any further obligations under the Construction Contract. Such release shall not
affect the Company’s obligations to the Contractor under the Construction
Contract and shall be without prejudice to the Contractor's rights against the
Additional Obligor under Clause 5.2 (Step-In Undertaking) in respect of any
failure by the Additional Obligor to perform its obligations under the Step-In
Undertaking prior to the Step-Out Date.
6 NOVATION
6.1 Novation and Consent

6.1.1 At any time:
(i) during a Step-In Period;
(ii) before the Latest Step-In Date and after the Offshore Security Agent
has received a Termination Notice; or
(iii) after the Offshore Security Agent has given an Enforcement Notice to
the Contractor but only as long as the Event of Default to which the
Enforcement Notice relates continues,
the Contractor acknowledges and agrees that the Offshore Security Agent may
procure the novation of the Company’s rights and obligations under the
Construction Contract to a proposed substitute (“Proposed Substitute”) by
giving the Contractor at least 15 days' prior written notice (“Proposed
Novation Notice”).
6.1.2 The novation of the Company’s rights and obligations under the Construction
Contract to a Proposed Substitute pursuant to a Proposed Novation Notice
shall be subject to the prior written consent of the Contractor (such consent
not to be unreasonably withheld). The only grounds upon which the Contractor
may withhold its consent are that the Proposed Substitute lacks the legal
capacity or access to the technical and financial resources necessary to fulfil
the Company’s obligations under the Construction Contract. The Contractor
acknowledges and agrees that the consent will be deemed given if the
Contractor does not consent or does not reasonably decline to consent within
14 days after it receives written notice of the identity of the Proposed
Substitute.
6.1.3 If the Contractor notifies the Offshore Security Agent that it does not consent
to a transfer to a Proposed Substitute nominated by the Offshore Security
Agent, this shall not prejudice the right of the Offshore Security Agent to give
one or more subsequent notices in accordance with Clause 6.1.1 (Novation

and Consent) above containing changed particulars relating to the same

Proposed Substitute or particulars relating to another Proposed Substitute
(without prejudice to the requirements of Clause 6.1.2 (Novation and Consent)
above). For the avoidance of doubt, any decision by the Contractor not to
consent to the novation to a Proposed Substitute shall not of itself entitle the
Contractor to terminate or suspend the Construction Contract.
6.1.4 If the Contractor consents (or is deemed to consent) to a novation under

Clause 6.1.2 (Novation and Consent) above, the Contractor shall execute and
deliver such documents and take such additional action as may be necessary
in order to effect such a novation on the date specified in the notice given by
the Offshore Security Agent under Clause 6.1.1 (Novation and Consent) above,
including entering into a new contract on the same terms as the Construction
Contract with the Proposed Substitute (if required to effect such novation). In
addition, if requested, the Contractor agrees to execute and deliver a direct
agreement with any financiers of the Proposed Substitute, substantially in the
form of this Agreement.
6.2 Suspension and Termination Rights

Upon the taking effect of any novation of the Company's rights and obligations under
the Construction Contract to a Proposed Substitute under Clause 6.1 (Novation and
Consent), any restriction on any right of suspension or termination imposed under
Clauses 4.2 (Restriction on Suspension) and 4.3 (Restriction on Termination) shall have
no further effect.
6.3 Novation during Step-In Period

The Contractor acknowledges and agrees that if the Offshore Security Agent procures
a novation to a nominated Proposed Substitute during a Step-In Period in accordance
with Clause 6.1 (Novation and Consent), notwithstanding the requirement for notice to
be provided to the Contractor under Clause 5.5.1 (Step-Out), the Step-Out Date shall
be deemed to occur on the effective date of such novation. In such event, the Additional
Obligor, upon such novation taking effect, shall be released from any obligations,
liabilities and duties to the Contractor under or in respect of the Construction Contract
arising prior to the date of novation.
7 NO SET-OFF
After an Enforcement Notice has been issued, but only for as long as the Event of Default to
which the Enforcement Notice relates continues, the Contractor shall not, without the prior
written consent of the Offshore Security Agent, be entitled to set off or otherwise deduct,
whether directly or indirectly, any amounts owing by the Contractor to the Company against
any amounts owing to the Contractor by the Company under the Construction Contract.
8 MISCELLANEOUS
8.1 Assignment
Neither the Contractor nor the Company shall assign or transfer all or any part of its
respective rights or obligations under this Agreement without the prior written consent
of the Offshore Security Agent.

8.2 Expiry
The obligations of the Contractor under this Agreement shall be discharged upon the
Release Date.
8.3 Communications
Wherever this Agreement provides for the giving or issuing of approvals, certificates,
consents, determinations, notices and requests, these communications shall be:
8.3.1 in writing and delivered by hand (against receipt), sent by mail and courier, or
transmitted using facsimile or electronic mail; and
8.3.2 delivered, sent or transmitted to the address for the recipient’s

communications as stated in this Agreement. However:
(i) if the recipient gives notice of another address, communications shall

thereafter be delivered accordingly; and
(ii) if the recipient has not stated otherwise when requesting an approval
or consent, it may be sent to the address from which the request was
issued.
8.3.3 A notice given to a person in accordance with this Sub-Clause 8.3

(Communications) is treated as having been given and received:
(i) in the case of delivery in person, when delivered to the intended

recipient or their premises;
(ii) in the case of delivery by registered post (or equivalent), two Business
Days after the date of posting (if posted to an address in the same
country) or seven Business Days after the date of posting (if posted to
an address in another country);
(iii) in the case of delivery by facsimile, on receipt by the sender of a

transmission control report from the despatching machine showing the
relevant number of pages and the correct destination facsimile number
or name of intended recipient and indicating that the transmission has
been made without error; or
(iv) in the case of delivery by electronic transmission, the first to occur of:
(a) receipt by the sender of the electronic transmission of

acknowledgment from the recipient’s information system
showing that the electronic transmission has been delivered to
the address of that recipient;
(b) the time that the electronic transmission enters an information

system which is under the control of the intended recipient; and
(c) the time that the electronic transmission is first opened or read
by an employee or officer of the intended recipient,
but if the result is that a notice would be taken to be given or made

on a day that is not a Business Day to which it is sent or at later than
4.00pm (local time) on a Business Day, it will be taken to have been
duly given or made at the start of business on the next Business Day.

8.3.4 Approvals, certificates, consents and determinations shall not be unreasonably

withheld or delayed.
Addresses for communications are as follows:
The Company:
[Name]
[Address]
The Engineer:
[Name]
[Address]
Amendments and Waivers
This Agreement may not be amended, waived, supplemented or otherwise unless in

writing and signed by or on behalf of the Parties.
8.4 Remedies and Waivers
No failure to exercise, nor any delay in exercising, on the part of the Offshore Security
Agent, any Additional Obligor or any Proposed Substitute of any power, right or remedy
under this Agreement shall operate as a waiver, nor shall any single or partial exercise
of any right or remedy prevent any further or other exercise or the exercise of any other
right or remedy. The rights and remedies provided in this Agreement are cumulative
and not exclusive of any rights or remedies provided by law.
8.5 Partial Invalidity
If, at any time, any provision of this Agreement is or becomes illegal, invalid or
unenforceable in any respect under any law of any jurisdiction, neither the legality,
validity or enforceability of the remaining provisions nor the legality, validity or
enforceability of such provision under the law of any other jurisdiction will in any way
be affected or impaired.
8.6 Counterparts
This Agreement may be executed in any number of counterparts and this has the same
effect as if the signatures on the counterparts were on a single copy of the Agreement.
8.7 Entire Agreement
This Agreement and the Construction Contract constitute the entire agreement between
the Parties, with respect to the subject matter of this Agreement and the Construction
Contract.

9 GOVERNING LAW AND JURISDICTION
9.1 Governing Law and Language

9.1.1 This agreement shall be governed by the laws of England and Wales
9.1.2 The language for communication shall be English.
9.1.3 If there are versions of any part of this Agreement written in more than one
language, the English version shall prevail.
9.2 Jurisdiction
9.2.1 The courts of England and Wales have exclusive jurisdiction to settle any
dispute arising out of or in connection with this Agreement (including a dispute
regarding the existence, validity or termination of this Agreement) (a
“Dispute”).
9.2.2 The parties agree that the courts of England and Wales are the most
appropriate and convenient courts to settle Disputes and accordingly no party
will argue to the contrary.
9.2.3 This Clause 9.2 is for the benefit of the Lenders only. As a result, no Lender
shall be prevented from taking proceedings relating to a Dispute in any other
courts with jurisdiction. To the extent allowed by law, the Lenders may take
concurrent proceedings in any number of jurisdictions.

EXECUTION: This Agreement has been executed and delivered as a deed on the date first mentioned
above.
SIGNED by )
[Name] )
on behalf of the Company
in the presence of: )
SIGNED by )
[Name] )
on behalf of the Contractor
in the presence of: )
SIGNED by )
[Name]
)
in the presence of:

9.0 Construction All Risks Insurance to be arranged

by the Contractor.
Policy Number: to be advised

Type of Insurance: Construction All-Risks including Third Party Liability
Insurer: to be advised
Insured: [Name of Project] (Principal Insured) and/or All Contractors, Subcontractors
of any tier (Contractors) and all other interested parties to include
Consultants, Architects or Engineers and Lenders.
Description of the Subject Matter Insured: The Works under the “[Name of Project]
Contract” and everything connected therewith, in the Country, comprising the entire Project and/or
installations and/or parts with preparatory and/or auxiliary works of any kind and description,
temporary as well as permanent, and all Plant and Materials incorporated and/or to be incorporated
therein and including maps and plans; dredged, reclaimed, built, constructed, erected, supplied,
installed, revised, repaired, replaced, cleaned, or otherwise and/or whilst in course of being dredged,
reclaimed, built, constructed, erected, supplied, installed, revised, replaced, cleaned or otherwise,
including all tests and/or trials of whatever nature as often and as long as required, and whilst
completed.
This insurance also to cover loss and/or damage resulting from transit (other than by sea or air) of
Plant and Materials, anywhere within the Country and its inland waterways, no matter how loaded
(even if such loading occurred before the inception date of this insurance) including storage and/or
stay within the Country. The foregoing provided if and insofar as not more specifically insured under
a marine or other transit insurance.
Risk to commence from time of arrival of Plant and Materials at site or from time of commencement
of transit coverage, or arrival of contractor’s employees at site, respectively from time of
commencement of the Works by employees of the Principal Insured, whichever shall occur first. Risk
shall terminate upon the issuing of the Taking Over Certificate for the whole of the Works.
Notwithstanding the above, separately and/or individually completed works and/or Sections and/or
Plant and Materials (temporary as well as permanent), whether or not taken over and accepted by
the Principal Insured and whether or not being operated and/or taken into use by the Principal, will
remain covered under this insurance until Insurers’ risk on the entire Works expires as described in
the preceding paragraph.
After expiry of the construction period as described above, this insurance will cover a Defects
Notification Period as detailed under “Period of Insurance” on the limited basis as described hereinafter
in article 42) of the Particular Conditions.
Including Plant and Materials being the property of the Principal Insured or for which Principal Insured
is responsible whilst at contractors’ premises within the Country, for prefabrication, repair, revision or
otherwise being worked upon.
Plant and Materials shall include all raw and shaped materials as well as finished parts, units,
installations, machinery, constructions and/or property of every kind and description in course of
construction and/or whilst being otherwise worked upon.

Limits of Liability:
Section I: Damage to the Works Insured

TBA (Full Contract Price + 15%) any one claim and/or series of claims arising out of one cause

Section II: Third Party Liability

AED 5,000,000 as maximum and first loss any one claim and/or series of claims arising out of one
cause
Section III: Damage to Property of Principal Insured other than whilst covered under
Section I (including property for which Principle Insured is responsible).
AED 5,000,000 as maximum and first loss any one claim and/or series of claims arising out of one
cause
The Limits of Liability always to remain at risk during the currency of the policy, no matter the amounts
that have been or will be paid by insurers in respect of any loss and/or damage.
Deductibles:
Section I:
AED 100,000 for Wet Works each and every loss and/or series of losses consequent on or attributable
to one source or original cause for loss or damage to the dredging/reclamation/revetments/scour
protection/quay walls and “Major Perils/Acts of God” such as storm, tempest, flood and earthquake;
AED 15,000 each and every loss and/or series of losses consequent on or attributable to one source
or original cause in respect of “all other losses”.
Sections II and III:
AED 10,000 each and every loss in respect of property damage of third parties and/or Principal Insured
other than whilst covered under section I
Notwithstanding the foregoing deductibles, the Insured shall not bear more than the highest single
applicable deductible from the total of all claims hereunder arising out of any one accident or
occurrence. In case of a combined loss under Sections II and III, the deductible shall be applied only
once.
Special Conditions:
10 Non-Disclosure, Mis-description and Misrepresentation
Insurers will not exercise their right to avoid this insurance on the grounds of any non-
disclosure, mis-description, misrepresentation in any information relevant to the Subject Matter
insured under this policy, unless Insurers can establish that such non-disclosure, mis-description
or misrepresentation was wittingly committed by the insured.
2 Defects Notification Period Cover
During the 12 month period after expiry of Insurers’ risk as described in this Schedule, this
insurance only to cover, subject to the other terms and conditions of this policy, against losses,
damages and/or liabilities:
2.1 occurring from a cause prior to the inception of this Defects Notification Period,; or
2.2 caused in the course of fulfilling the contractual Defects Notification Period obligations
in accordance with the terms of the relevant contract within the Defects Notification
Period. It is understood and agreed, if so required, that the Principal Insured may
undertake work which the Contractor should otherwise perform in accordance with its
contractual Defects Notification Period obligations.
3 Concrete Clause
Excluding the costs of repair or replacement relating to neutralise failings in concrete

(constructions) consisting of shrinkage of creep cracks inherent to the curing process, gravel
pockets, porous/open joints and seams.

4 Earth and Waterworks Clause

In respect of the execution of ground-works, dredging works as well as road construction and
wet works, it has been agreed that this policy does not provide coverage for damages as a
result of blowing and/or washing away, collapse and/or movement, sinking, setting and/or
ground heave and/or compression and/or sedimentation, unless this damage has been caused
by a sudden and unforeseen occurrence resulting from a change in the stability of the soil.
5 Additional Clauses
 Off Site Storage
 Transit
 Testing and Commissioning
 Expediting Expenses
 Permission to Occupy
 Debris Removal
 Sudden and Accidental Pollution
 Cross Liability
 Professional Fees
Period of Insurance:
From date to be advised until the issue of the Taking over Certificate for the whole of the Works,
followed by a 12 months Defects Notification Period.
Payment of Claims:
Payment of claims shall be made subject to the terms of the Employer’s financing agreements with
the Lenders, in the joint names of the Parties, who shall be jointly entitled to receive payments from
the insurers, with payments being held or allocated between the Parties. Such payments shall up to
the amounts so paid release the Insurers towards all other intere


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Arenco Logistics Co LLC.

PROPOSED G+M WAREHOUSE (AMBIENT + COLD + BULK

1 Commercial (This Volume)

2 Employer’s Requirements/ Specifications

Tender | Volume 1 – Commercial

Tender | Volume 1 – Commercial

4.25 Removal of Utilities, Man-Made Obstacles and Unexploded Ordnance 37

Tender | Volume 1 – Commercial

14.1 The Contract Price 53

Tender | Volume 1 – Commercial

1.0 Contract Agreement

This Contract is made the day of 2021

Arenco Logistics Co LLC,

[INSERT CONTRACTOR DETAILS],

(here in after called "the Contractor") of the other part

The Employer and Contractor agree as follows:

3. In consideration of the payments to be made by the Employer to the Contractor as hereinafter

Tender | Volume 1 – Commercial

Name (in caps):

In the Capacity of:

for and on behalf of the Contractor

In the presence of:

Name (in caps):

In the Capacity of:

for and on behalf of Employer

In the presence of:

Tender | Volume 1 – Commercial

2.0 Appendix to Tender

Employer’s name and address Arenco logistics Co LLC

Engineer’s name and address Design Integrated Architectural Engineering

Contractor’s name and address [INSERT]

Commencement Date [INSERT]

Time for Completion of the Works [INSERT]

Defects Notification Period 365 days

Accepted Contract Amount [INSERT]

Profit Margin [INSERT]

Electronic transmission systems By Email to:

Governing Law The Laws of the Emirates of Dubai and the

Language for communications English

Time for access to the Site The Commencement Date

Tender | Volume 1 – Commercial Page 8 of 105

Amount of Performance Security Not Used

Normal working hours In accordance with the applicable laws of

Retention Money 10% of each Interim Payment Certificate, subsequent to

Schedule of Payments The contractor shall submit non-binding estimates of the

Tender | Volume 1 – Commercial Page 9 of 105

Minimum amount of Interim Payment

Currency of payment United Arab Emirates Dirhams (AED)

Periods for submission of insurance:

Motor Vehicle liability insurance Minimum statutory limit

Workmen’s compensation insurance Minimum statutory limit

Arbitration Rules Arbitration Rules of the Dubai International Arbitration Centre

Place of Arbitration Dubai, United Arab Emirates

Professional Indemnity Insurance AED 10,000,000

The DAB shall be DAB is not applicable

Appointment (if not agreed) to be DAB is not applicable

Prior to the commencement of the Tests on Completion, the

Tender | Volume 1 – Commercial Page 10 of 105

For new rate or price of an item of work forming part of a