Sub-Clause

Employer’s Name and Address 1.1.2.2 Global Builders Construction - Sole

Proprietorship L.L.C Office 18, Tamouh
Towers, Al Reem Island, Abu Dhabi, UAE
P.O. Box 29983, UAE
Contractor Name and Address 1.1.2.3 ISDIAR L.L.C. Str. UCK, Kompleksi
Qafa, Kati I, No. 1, Prishtina, 10 000, the
Republic of Kosovo and Mabco
Constructions SA Via Cattori 7, 6902
Paradiso (TI), Switzerland
Engineer’s Name and Address 1.1.2.4 [Name and address]

Commencement Date of the 1.1.3.2 The Commencement Date shall be 15

Works April 2024
& 8.1

Time for Completion of the Works 1.1.3.3 540 calendar days (including mobilization
and obtaining all No Objection
Certificates (NOC’s) from the
Commencement Date and a further 60
days for approvals for the Authorities
required for the Completion of the Works
from the Commencement Date .

Defects Notification Period 1.1.3.7 365 days

Contract Price 1.1.4.1 ________________

Project 1.1.5.9 Construction Works Airfield, New

Benghazi Airport, Benghazi, Libya

Communications 1.3 Email or a document communication

system as advised by the Employer.

Governing Law 1.4 The Contract shall be governed by and

construe in accordance with the laws
applicable in the Emirate of Abu Dhabi
and the federal laws of the United Arab
Emirates as applicable to the Emirate of
Abu Dhabi.
Ruling Language 1.4 English

Language for communications 1.4 English

Time for access to the Site 2.1 Within 5 days after the Commencement
Date

Amount of Performance Security 4.2 ___% of the Contract Price.

3
 Normal Working hours 6.5 The Contractor’s normal working hours
are 6am to 6pm, Monday to Saturday. If
shorter working hours are specified by
the Authorities, then these hours shall
apply.
The Contractor has the option of working
24hrs/day, 7 days/week subject to it
meeting the requirements of any relevant
Authorities and reimbursing the Employer
for its reasonable costs to supervise the
extended working hours.
The overtime rates for the Engineer and
other consultants for the purpose of
Clause 6.5 are as follow:
[Engineer] USD [to be agreed] [per day]
[Consultant 1] USD [to be agreed] [per
day]
[Consultant 2] USD [to be agreed] [per
day]
Delay damages for the Works 8.7 & 14.15(b) 0.1% of the total Contract Price per day
commencing if the Works are not
complete in 540 days from the
Commencement Date

M a x i m u m a m o u n t o f d e l a y 8.7 10% of the Contract Price

damages

Percentage of profit, overheads 12.3 10%

and preliminaries

Total advance payment 14.2 ___% of the Contract Price.

R e p a y m e n t a m o r t i z a t i o n o f 14.2(b) 10% of the amount certified in Interim

advance payment Payment Certificates.

Percentage of retention 14.3(c) 10% of the value of the Works executed

unless agreed otherwise by the Parties

Plant and Materials intended for 14.5 50% of invoice value of materials
the works

Currency / currencies of payment 14.15 100% of the Contract Price shall be paid
in USD

Periods for submission of Within 21 days of the Commencement

insurance: 18.1 Date
(a) evidence of insurance Within 21 days of the Commencement
(b) relevant policies Date

Maximum amount of deductibles 18.2(d) Not applicable

for insurance of the Employer’s
risks

4

 Minimum amount of Contractors 18.2 Value of the Works
All Risk insurance

I n s u r a n c e a g a i n s t I n j u r y t o 18.3 Tw e n t y M i l l i o n U S D o l l a r s ( U S D
Persons and Damage to Property $20,000,000) per occurrence with the
number of occurrences unlimited

Minimum amount of insurance for 18.4 Twenty Five Thousand US Dollars (USD
Contractor’s Personnel $25,000) per employee and in in
accordance with applicable Laws.
Date by which the DAB shall be 20.2 28 days after either Party gives notice of
appointed its intention to refer a dispute to a DAB in
accordance with clause 20.4

The DAB shall be 20.2 A DAB of three Members.

Appointment (if not agreed) to be 20.3 The Abu Dhabi Global Market (ADGM)
made by Arbitration Centre

5

 Particular Conditions

The General Conditions shall be amended in accordance with the following provisions:

Note: Clause reference numbers refer to Clause numbers in the General Conditions where applicable.

Definitions 1.1.

The Contract 1.1.1.1 In the definition of "Contract" delete "the Letter of Acceptance" and
"the Letter of Tender" and "or in the Letter of Acceptance". Insert ",
Appendix to Tender," after "Contract Agreement" in the first line.
1.1.1.2 Delete the words “(if any) referred to in Sub-Clause 1.6 [Contract
Agreement]” and replace with “entered into between Parties and
annexed to these Particular Conditions.”
1.1.1.4 Delete the words "document entitled letter of tender, which was
completed by the Contractor and includes the signed offer to the
Employer for the Works" and substitute with " Contract"

1.1.1.7 Delete "completed by the Contractor and submitted with the Letter of
Tender".

1.1.1.8 Delete this definition in its entirety

1.1.1.9 Delete "Letter of Tender" and substitute with "Contract".

1.1.2.11 Insert new definition: ""Employer-Preferred Subcontractor or Supplier"

means the subcontractors or suppliers appointed in accordance with
Sub-Clause 5.1".

Dates, Tests, 1.1.3.1 Delete 1.1.3.1 in its entirety and replace with "“Base Date” means the
Periods and date of the Contract Agreement."
Completion

After Sub-Clause 1.1.3.9, insert the following new definitions:

6

 1.1.3.10 “Completion” means:
(a) the Works are complete and in accordance with the Contract
except for minor omissions and minor defects;
(b) the Engineer, acting reasonably, is satisfied that:
(i) those omissions and defects do not prevent the Works and
the Site from being used for their intended purpose;
(ii) those omissions and defects do not cause any legal
restrictions on the use or the occupation of the Works;
(iii) the Contractor has reasonable grounds for not promptly
rectifying those omissions and defects; and
(iv) rectification of those omissions and defects will not
prejudice the safe and convenient use of the Works and
the Site for their intended purpose;
(c) All testing and commissioning has been performed in accordance
with the Testing and Commissioning Plan and approved by the
Engineer;
(d) all keys, electronic access mechanisms and security coding have
been handed to the Engineer;
(e) all information required under the Contract and the Specification,
including:
(i) all as-built drawings, in hard copies and in CAD form and
operating and maintenance manuals (both in the form
approved by the Engineer) and related documents
including a complete set of specifications and drawings
prepared by or on behalf of the Contractor;
(ii) test results; and
(iv) the warranties specified in the Specification and other
types of warranties normally provided by suppliers,
manufacturers and subcontractors for work similar to the
Works,
have been supplied to the Engineer;
(f) supporting the Employer fully in obtaining any other certificate or
approval which must be issued or given by the Authorities to
lawfully occupy or use the Works (including fire rating certificates)
has been issued or given by that Authority and provided to the
Engineer and such support shall include but not be limited to
providing all documents, drawings and other information as
requested by the Employer and resubmitting this information as
needed to obtain any such certificate;
(g) the provision of sufficient training of skilled maintenance
personnel nominated by the Employer to enable opening and
operation of the Works;
(h) dismantling and removing the scaffolding, hoardings, barricades
and foot crossings specific to the Works (whether or not installed
by the Contractor); and
(i) making good access to the Works, including roads, footpaths,
kerbs and gutters adjacent to the Works, to the satisfaction of the
Engineer.”

1.1.3.11 “Testing and Commissioning Plan" means the plan, to be prepared

and submitted by the Contractor under Sub-Clause 7.4 [Testing].”

7

 Money and 1.1.4.1 Delete the definition of Accepted Contract Amount. Substitute all
Payments references to "Accepted Contract Amount" with "Contract Price".

1.1.4.10 Delete the definition of Provisional Sum and replace with: “means the
amount stated in the Bill of Quantities, if any, for an item of work that
cannot be fully defined by the Specification and Drawings and may
include, but not be limited to, works to be completed by the Contractor
or Authorities; each amount being an indication of the amount for each
item of Provisional Sum Work excluding the Contractor’s overheads
and profit and as determined by the Engineer, acting reasonably.”

1.1.4.13 Insert new definition: ""Prolongation costs" means all reasonable,

proven costs on the project, excluding loss of profit and head office
overheads, incurred by the Contractor as a result of the delay giving
rise to an extension of the Time for Completion."

Works and Insert the following new definitions after Sub-Clause 1.1.5.8:
Goods

1.1.5.9 "Project” means the Project set out in the Appendix to Tender.

1.1.5.10 “First in Place and Mock-Ups” means those works undertaken by the
Contractor in accordance with Clause 7.2 [Samples] for any single or
combined items that form part of the Permanent Works, as instructed
by the Engineer, to demonstrate the Contractor’s ability to achieve the
required specification of all Materials, Plant and Works under the
Contract

Other 1.1.6.5 Delete everything after “means” and replace with:

Definitions
(a) “all national (or state) legislation, statutes, ordinances, codes,
decrees, rules, orders, regulations, by-laws, codes of practice
and other laws, and other subordinate legislation, of any legally
constituted national, local, statutory or public authority;
(b) the requirements, rules and regulations of any national, local,
statutory or public authority, including legislation and regulations
covering the registration and licensing of the Contractor
necessary for the proper execution of the Works in accordance
with the Contract; and;
(c) guidelines of all national, local, statutory or public authorities,
with which the Contractor is legally required to comply.”

Insert the following new definitions after Sub-Clause 1.1.6.9:

1.1.6.10 "Authorities" means any local or federal government or any

governmental ministries, municipality (including utility providers),
administrative, fiscal or judicial body, authority, agency, including the
International Civil Aviation Organization (ICAO), International Aviation
Safety Assessment (IASA) Program, International Air Transport
Association (IATA), civil defense, police, army, national security
organization and the master developer of the Project site
1.1.6.11 “Civil Code” means the United Arab Emirates Federal Law No. 5 of
1985 regarding Civil Transactions Law Code.

1.1.6.12 "Document Management System” means the document management

system set out in the Appendix to Tender as an alternative form of
communication under Clause 1.3

8

 1.1.6.13 "Intellectual Property Rights" means all current and future registered
and unregistered rights in respect of copyright, designs, circuit
layouts, trademarks, commercial descriptions, trade names, know
how, confidential information, Moral Rights, patents, inventions and
discoveries and all other intellectual property.

1.1.6.14 “Prohibited Materials” means Materials which:

(a) affect or put at risk the health or safety of any person who may
come into contact with the Works (whether during construction or
after completion), or;
(b) either by themselves or as a result of their use in a particular
situation or in combination with other Materials, would reduce, or
are likely to have the effect of reducing, the normal life
expectancy or performance of any other material or structure in
which the Materials are incorporated or to which they are affixed.
(c) all toxic and hazardous substances, such as Asbestos, that can
create either short or long term negative health implication.

1.1.6.15 “Subcontract Documents” are those further or additional drawings,

specifications, programmes, scopes of works, bills of quantities or any
other documents required in respect of Clause 5.1 [Appointment of
Employer-Preferred Subcontractor].

1.1.6.16 “Group Company” means a parent company, subsidiary company,

sister company or a related entity (where the companies share the
same shareholder).

9

 Communication 1.3 Insert the following paragraphs at the end of this Sub-Clause:
s
“The Employer may give any direction, notice or correspondence it is
entitled or required to give to the Contractor by lodging it upon the
Document Management System or equivalent electronic coordination
software as directed by the Employer.
For any notice or correspondence which the Employer is entitled or
required to give under the Contract, after the direction, notice or
correspondence is lodged upon the Document Management System,
a copy of it must be sent using one of the alternative means of
communication set out in Clause 1.3 (a).
If directed by the Employer, the Contractor must register itself on the
Document Management System and comply with any and all terms
and conditions of participating in the Document Management System,
including signing any agreements with the provider of the Document
Management System. The Contractor has, and will maintain, the
minimum software, hardware and other infrastructure required to
operate the Document Management System in accordance with its
terms and conditions.
The Contractor must give any notice or correspondence it is entitled
or required to give to the Employer by lodging it upon the Document
Management System.
If either the Contractor or the Employer is unable to use the Document
Management System as a result of the failure of the Document
Management System, or if required by this Agreement, the Contractor
or the Employer, as the case may be, must use one of the alternative
means of communication set out in Clause 1.3 (a).
The Employer and the Contractor must each notify the other of a
change of address.
The Employer has no liability for any cost, loss, damage or expense
the Contractor suffers or incurs arising out of or in connection with its
access to or use of the Document Management System or any failure
of the Document Management System and the Contractor will not be
entitled to make, and waives any right to any claim against the
Employer arising out of or in connection with its access to or use of
the Document Management System or any failure of the Document
Management System.”

10

 Documents 1.5 Delete items (a) to (h) and substitute;
Forming the
(a) The Contract Agremeent;
Contract Listed
in Order of
(b) Appendix to Tender
Priority
(c) Particular Conditions

(d) General Conditions

(e) [Tender Addenda, Clarifications and Exclusions]

(f) Employers Requirements

(g) Schedule 1 - The Specifications

(h) Schedule 2 - The Drawings

(i) Schedule 3 - The Bill of Quantities

(j) Schedule 4 – Contractors Cost Proposal

(k) Schedule 5 – Request for Proposal – Main Contract works

(l) Schedule 6 – Geotechnical Investigation reports

(m) Schedule 7 – Survey Report Drawings

(n) Schedule 8 – Supplier and Subcontractor List

(o) Schedule 9 – Bond Formats

(p) Schedule 10 – Collateral Warranty Template

(q) Schedule 11 - Site Map

(r) Schedule 12 - Permit

(s) Schedule 13 - Form of Progress Report

Insert after the last paragraph:

“All the documents listed make up the Contract and shall be mutually
explanatory, complimentary and additive and not alternative. The
Contractor must immediately, upon discovery, notify the Engineer in
writing of any ambiguities or discrepancies in the documents.
In case of any ambiguities or discrepancies between the documents,
the Engineer shall decide which is to be followed and the Contractor
shall implement these requirements at no additional cost or time to the
Employer. Pending such decision by the Engineer, the Contractor may
presume that the most stringent conditions shall prevail.
For the avoidance of doubt the quantities included within the Bill of
Quantities are indicative only and the Contractor is responsible for
completing all items deemed necessary to complete the Works in
accordance with the most stringent requirements of the Contract
documents.”

11

 Contract 1.6 Delete entire clause and replace with
Agreement
“Entire Agreement
The Contract constitutes the entire agreement between the parties in
respect of its subject matter and supersedes all prior agreements,
representations, warranties, promises, statements, negotiations and
letters in respect of its subject matter. The terms and condition of the
Contract apply to any Works executed by the Contractor, whether
executed prior to or after the date of the Contract.”

Assignment 1.7 Delete the entire Sub-Clause and replace with:

“The Contractor must not assign, or otherwise transfer its obligations
under this Contract without the Employer’s prior written consent. Any
purported assignment, subcontract or other transfer of Contractor’s
obligations hereunder without the prior written consent of the
Employer shall be void. In the event the Employer agrees to a transfer
or novation or other transfer of the Contractor’s obligations under this
Contract it shall do so subject to a parent company guarantee, from a
company and in such form as to be agreed by the Employer at its sole
discretion, being provided.

The Employer may at any time assign, novate, subcontract or

otherwise transfer all or any part of its rights or liabilities under this
Contract to any Group Company and the Contractor hereby consents
to any such transaction. The Employer shall not transfer all of its
rights or liabilities to any other party without the prior written consent
of the Contractor which consent shall be provided subject to the
Employer providing a financial undertaking from the other party that it
can meet the Employer’s obligations under this Contract.
The Contractor must execute any document reasonably required by
the Employer to give effect to the assignment, novation or other
transfer.
Care and 1.8 In the second line of the first paragraph, replace “two copies” with
Supply of “one copy”.
Documents

12

 Employer’s Use 1.10 Insert the following at the end of Sub-Clause 1.10:
of Contractor’s
“The Contractor hereby warrants to the Employer the following:
Documents
(a) the use of the Contractor's Documents which have been or shall
be produced by the Contractor or a Subcontractor shall not
infringe the Intellectual Property Rights of any third party;
(b) the Intellectual Property Rights shall be the Contractor's or a
Subcontractor's original work and shall not be copied wholly or
substantially from any other source and the use by the Employer
of the rights assigned to it will not infringe the rights of any third
party; and
(c) where the Intellectual Property Rights contain registered
Intellectual Property Rights, such rights have been maintained
and are enforced and all related renewal fees have been paid.
The Contractor shall provide the Employer with a list of all software
employed and intended to be employed in the performance of the
Works and shall provide that all licences acquired by the Contractor
and to be acquired by the Contractor for software employed or to be
employed by the Contractor in the performance of the Contract be
held in joint title of the Contractor and Employer until advised by the
Employer otherwise, but not later than the issue of the Performance
Certificate.
The Contractor shall save hold harmless and indemnify the Employer
from and against all costs, losses, damages, claims and proceedings
which might be suffered or incurred by the Employer arising out of or
in connection with any infringement of any Intellectual Property Rights
in respect of any Contractor's Equipment, Materials, Plant or
Contractor's Documents used for or in connection with or for
incorporation in the Works.”

Subject always to Sub-clause 1.5, 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.

Compliance with 1.13 Insert the following paragraph at the end of the Sub-Clause:
Laws
“The Contractor shall notify the Employer and the Engineer of any
changes in the Laws together with (if applicable) any proposals for
compliance.

Insert the following new Sub-Clauses after Sub-Clause 1.14:

Severability 1.15 If the enforcement or operation of any provision of the Contract is

prohibited by Law or if any provision of the Contract is by Law
rendered void, invalid or unenforceable, such prohibition, voidness,
invalidity or unenforceability shall not affect the validity or
enforceability of any other provisions and conditions of the Contract.

Privity 1.16 No provision of the Contract is intended to or does confer upon any
third party (including any Subcontractor) any implied benefit or right
enforceable at the option of the third party against the Employer.

13

 Permits, 2.2 Delete the existing clause entirely and add the following:
Licences or
Approvals The Contractor shall obtain the permits which required to be obtained
in accordance with Country Laws in the name of the Contractor and/or
any Subcontractor or otherwise in connection with the design,
construction, completion, testing and commissioning of the Works and
the carrying out of any Remedial Work.

The Employer shall provide reasonable assistance to the Contractor

to obtain the Contractor"s Permits as requested by the Contractor.
Employer’s 2.4 Delete the entire Sub-Clause 2.4
Financial
Arrangements

Employer’s 2.5 Delete the first sentence of the second paragraph.

Claim

Insert the following new Sub-Clauses after Sub-Clause 2.5:

Employer’s 2.6 The Employer may appoint an Employer’s Representative whose role
Representative
shall be to represent the Employer throughout the duration of the
Works. The Employer’s Representative shall be deemed to hold all
necessary authority as required to act on behalf of and in the capacity
of the Employer as defined within the terms of the Contract. The
Employer shall notify the Contractor of the appointment of the
Employer ’s Representative or change to the Employer ’s
Representative at any time and at the sole discretion of the
Employer.”

14

 Engineer’s 3.1 Delete the second sentence of the third paragraph “If the Engineer
Duties and
Authority requires to obtain the approval of the Employer before exercising a
specified authority, the requirements shall be as stated in the
Particular Conditions."

Add after the last paragraph: "Notwithstanding the obligation of the

Engineer, as set out above, to obtain approval, if, in the opinion of the
Engineer, an emergency occurs affecting the safety of life or of the
Works or of adjoining property, he may, without relieving the
Contractor of any of his duties and responsibilities under the Contract,
instruct the Contractor to execute all such work or to do all such things
as may, in the opinion of the Engineer, he necessary to abate or
reduce the risk. The Contractor shall forthwith comply, despite the
absence of approval of the Employer, with any such instruction of the
Engineer, The Engineer shall determine an addition to the Contract
Price and Contract Period, in respect of such instruction, in
accordance with Sub-Clause 3.5 [Determinations] and shall notify the
Contractor accordingly, with a copy to the Employer."

"The Engineer shall provide the written approval of the Employer to

the Contractor before exercising the following authority:

1. Instructing the Contractor to suspend progress of part or all of

the works in accordance with clause 8.8 of these conditions or
terminate the Contract under Clause 15;
2. Issuing a taking–over certificate in accordance with clause
10.1 and or 10.2 of these conditions;
3. Issuing a performance certificate in accordance with clause
11.9 of these conditions;
4. Initiating and evaluating variations in accordance with clauses
13.1 and 13.3 of these conditions respectively;
5. Certifying the payment of retention money in accordance with
clause 14.9 of these conditions;
6. Authorizing any changes in materials or suppliers previously
proposed or agreed; and
7. Issuing the Final Payment Certificate under Sub-Clause 14.13
[Issue of Final Payment Certificate]”.

15

 Instructions of 3.3 At the end of the Sub-Clause, insert the following:
the Engineer
“Should the Contractor fail to comply with a written instruction from the
Engineer then the Engineer shall have the right, which right will be at
the discretion of the Engineer, to withhold an amount of reasonable
value of the works under the Contract Documents for any items
affected, until such time as the Contractor shall have complied with
the relevant instruction.
The Employer shall have the right, at its sole discretion, to employ
others to carry out any work that is the subject of such written
instruction with which the Contractor has failed to comply within a
reasonable timeframe and the Contractor shall, subject to Sub Clause
2.5 [Employer’s Claims], pay to the Employer all costs arising there
from.”

Contractor’s 4.1 In the first paragraph, after “instructions,” insert “including all and any
General works which may be reasonable inferred
Obligation
Insert new paragraph at the end of Sub-Clause 4.1:
“The Contractor’s obligations shall extend to any interfaces and
coordination between the Works and those of other contractors, as
well as any other interrelated and/or interdependent works, whether
new or pre-existing.
No approval, check, certificate, consent, examination, inspection,
instruction, notice, proposal, request, test or similar act by the
Employer or the Engineer in respect of any of the Contractor’s
obligations under the Contract will relieve or absolve the Contractor
from any obligations, responsibility and liability under the Contract.
At the end of paragraph 3, add the following new paragraphs:
“The Contractor shall notify the Engineer, with a copy to the Employer
of any facts, matters or circumstances of which the Contractor
becomes aware threaten the Employer with loss or damage or
threaten the health, safety or welfare of any person engaged in
connection with the performance of the Works or any user of the
Works. Such notification shall not prejudice the liability or
responsibility of the Parties for or in respect of the facts, matters or
circumstances notified.

In the event that the Contractor has any right or entitlement pursuant
to the Contract or otherwise, the Contractor shall in all cases take
such steps (if any) which can reasonably be taken to eliminate or
mitigate any such entitlement, to the extent that such elimination or
mitigation can be achieved without any additional Cost to the
Contractor. In the event that mitigation measures are available to the
Contractor but require the Contractor to incur additional Cost, the
Contractor shall consult with the Engineer and the Engineer shall
issue such instructions as the Engineer consider appropriate and shall
proceed in accordance with Sub-Clause 3.5 [Determination] to agree
or determine the entitlement of the Contractor to any extension of time
and/or payment of any additional cost incurred by the Contractor in
complying with such instruction.”

16

 Collateral 4.1A Add a new Sub-Clause after Sub-Clause 4.1 as follows:
Warranty
“The Employer may, by notice, require the Contractor to provide a
Collateral Warranty in favour of the Employer and/or third party
beneficiary of the Works from the Subcontractor whose list of
packages is provided in Schedule 8 and according to the template
provided in Schedule 10. The Collateral Warranty shall be duly
executed and produce to the Employer within 28 days following the
Employer’s Notice pursuant to this Clause. Any costs associated with
providing a Collateral Warranty shall be borne by the Contractor.

Performance 4.2 Delete the first paragraph of the Sub-Clause and replace it with the
Security following:
“The Contractor shall be required to provide an unconditional
Performance Security valued at 10% of the Contract Price within 28
days from the date of this Contract. The beneficiary of the
Performance Bond shall be the Employer. No Interim payments will
be made until the performance security is received.
Delete the second sentence of the third paragraph.
In the second sentence of the second paragraph delete the words "an
entity and from within a country (or other jurisdiction)" and substitute
the words "a locally registered bank and/or insurance company
recognised by the Central Bank in the UAE or Kosovo and approved
by the Employer””. In the second last line of the third paragraph, after
the words "the Contractor shall", insert the words: "on or before the
28th day prior to the expiry date,".

17

 Subcontractors 4.4 Delete Sub-Clause (b), rename (c) to (b) and (d) to (c), and replace
Sub-Clause (a) with the following:
(a) Except whereby explicitly stated otherwise in the Contract as
being approved or nominated by the Employer, the Contractor
shall be required to obtain the Engineer’s consent to, which shall
not unreasonably rejected, Subcontractors notwithstanding the
same have been listed in the Contractor’s proposal;
Insert after Sub-Clause 4.4(c) the following:
(d) the Contractor will use its best endeavour to agree each
subcontract on back-to-back terms with the General Conditions;
(e) the Contractor will use its best endeavour to agree each
subcontract contains a termination for convenience clause;
(f) the Contractor will use its best endeavour to agree each
subcontract terms which:
(i) allow the Contractor to suspend or slow down the Works if
the Engineer issues an instruction under Sub-Clause 8.8;
and
(ii) exclude payment of loss of profit in the event of termination
of the subcontract;
(g) the Contractor will use its best endeavours to enter into all
subcontract arrangements in a manner that allows the maximum
flexibility in relation to suspending or slowing down the Works;
(h) the parties shall meet on a monthly basis to review the
performance of the Subcontractors;
(i) if, in the opinion of either the Employer or Contractor a
Subcontractor is not performing in accordance with its
obligations, the parties shall work together, and where applicable
in co-ordination with the Subcontractor, to agree any actions
necessary to remedy any defaults and/or improve performance;
and
(j) The Contractor shall be the sole responsible party to terminate
the subcontract in the event the Subcontractor fails to improve its
performance or implement the agreed actions, as directed by the
Employer.
Add the following paragraph at the end of the Sub-Clause:
“If any payment to a Subcontractor (which shall include, but not be
limited to, any Employer-Preferred Subcontractor) has been
improperly and/or unreasonably withheld by the Contractor then the
Employer shall be entitled to give notice in writing to the Contractor
that it intends to make such payment direct to the Subcontractor. If
after twenty-eight (28) working days the payment is still withheld, and
the Contractor has failed to furnish adequate reason why the
payment should be withheld from the Subcontractor, the Employer
may make such payment to the Subcontractor. Amounts paid by the
Employer to the Subcontractor may be deducted from any sums
otherwise due from the Contractor in accordance with Clause 14.18
[Set Off] and/or will be a debt due from the Contractor to the
Setting Out 4.7 Delete paragraphs 3 and 4.

Site Data 4.10 In the third line of the second paragraph delete "Tender or". In the last
line of the second paragraph delete "submitting the Tender" and
substitute with "signing the Contract Agreement".

18

 Unforeseeable 4.12 In line 1 before “In this Sub-Clause” insert “The Contractor accepts
Physical the risk for all physical conditions.”
Condition
In line 4 delete “but excluding climatic conditions” and replace with the
words “and the enabling works or other works undertaken on the
Site ”
Delete the remaining of the Sub-Clause after the first paragraph
(paragraphs 2 to 6).
Electricity, Water 4.19 Delete Sub-Clause 4.19 and replace with the following:
and Gas
"The Contractor shall make his own arrangements for the temporary
supply of electricity, water and other services that he may require and
shall pay all costs in connection therewith."

Progress Report 4.21 Insert additional paragraph at the end of Sub-Clause 4.21:
“In addition to the requirements under the Contract, the Contractor
shall provide the Employer and Engineer, on a monthly basis, a report
in the form of the template agreed between the Parties (Schedule 13)
which shall include (i) the Cost of the Work incurred to date with
invoices and other reasonable substantiation requested by the
Employer and (ii) Contractor's estimate of the Cost of the Work at
Time(s) of Completion, updated cash flow, a schedule of orders and
evidence of payments to the Subcontractors if reasonably requested
by the Engineer, for progress monitoring”.
At the end of the last paragraph add:
" Any failure to comply with this Sub-clause and the Contractor has
not remedied the failure in a reasonable time, such failure 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.”

Contractor’s 4.23 Insert the following paragraph after the second paragraph:
Operations on
“If at any time the Site is not, in the opinion of the Engineer, kept in a
Site
clear and safe condition, and the Contractor has failed bring the Site
into a clear and safe condition following a notice of the Engineer to do
so within 14 days, the Employer may do all things necessary to
ensure that the Site is in a clear and safe condition and any costs
incurred in doing so are a debt due from the Contractor.”

Insert the following new Sub-Clauses after Sub-Clause 4.24:

19

 “Contractor’s 4.25 (a) The Contractor warrants that:
Warranties
(b) it has the power to execute, deliver and perform its obligations
under the Contract and all necessary corporate and other action
has been taken to authorise that execution, delivery and
performance;
(c) it shall obtain, at its own cost, from all relevant Authorities all
licences, permissions and consents required in order for it to
execute the Works and to perform all of its obligations under the
Contract;
(d) it has the facilities, information technology, capability, experience,
management expertise, financial resources, equipment, staff and
other facilities required to execute the Works in a competent and
expeditious manner;
(e) all Plant and Materials are free of any encumbrances;
(f) where the Contractor has effected any activity in connection with
the Works prior to the Commencement Date, such activities have
been carried out in accordance with the requirements of the
Contract and confirms that all the warranties, obligations and
liabilities of the Contractor under or in connection with this
Contract apply to such activities;
(g) in carrying out the execution and completion of the Works and
the remedying of any defects therein, the Contractor has
exercised and shall exercise the skill, care and diligence
reasonably to be expected of an experienced and qualified
Contractor;
(h) in carrying out the execution and completion of the Works and
the remedying of any defects therein, the Contractor has not, and
shall not use or permit to be used any Materials which at the time
the Works are being carried out are generally accepted or
reasonably suspected to be Prohibited Materials, and shall, when
requested, issue to the Engineer a certificate that no such
Prohibited Materials have been used or permitted to be used;
(i) it will promptly notify the Engineer in writing if it becomes aware
or has reason to suspect or believe that Prohibited Materials
have been or will be used in or in connection with the Works; and
(j) The Contractor when undertaking any design shall ensure the
design is reviewed by a third party approved and authorised by
the Employer prior to the submission of the proposed design for
the Engineer’s approval. The costs of such review and approval
shall be the sole responsibility of the Contractor.
Time is of the 4.26 In respect of the Contractor’s obligations, time is of the essence.”
Essence

Definition of 5.1 Insert the following paragraph at the end of Sub-Clause 5.1:
“Employer-
“For the avoidance of doubt, the Contractor shall be responsible for
Preferred
and liable for an Employer-Preferred Subcontractor as it would any
Subcontractor”
other Subcontractor under the Contractor and all Employer-Preferred
Subcontractors shall be deemed to be Subcontractors.

Engagement of 6.1 Insert the following paragraphs at the end of Sub-Clause 6.1:
Staff and Labour
“All arrangement for all staff and labour, local or other and for their
payment, housing, feeding and transport, shall be in accordance with
the Laws.
The Contractor shall be deemed to have included in his Contract Price
for strict compliance with Laws.

20

 Working Hours 6.5 Insert the following at the end of Sub-Clause 6.5:
“In the event that the Contractor carries out any work on the Site
outside normal working hours which is outwit the instructions of the
Engineer or due to workflow caused by the Contractor’s delay or
potential delay, the Contractor shall pay the Engineer the fee and any
costs incurred by the Engineer and/or any consultants engaged by the
Employer for the supervision of the Works in respect of such overtime
work. The Engineer and/or any consultants fee will be based on the
overtime rates for the Engineer and/or any consultants specified in the
Appendix to Tender .
Under this clause, the Employer shall deduct such payment from the
Interim Payment Certificates or from other payments due to the
Contractor, the choice of which will be at the sole discretion of the
Employer.
The Contractor is to ensure at all times that the working hours shall be
in compliance with the construction industry norms in Libya and
subject to the approval of the relevant Authorities.
The Contractor shall apply to the Engineer in writing for permission for
overtime work at least forty-eight (48) hours before its commencement
of such works.
The Contractor shall indemnify, hold harmless and defend the
Employer and/or the Engineer from and against any and all claims
that may be brought or asserted against the Employer and/or the
Engineer and against all and any penalties, fines and other liabilities
that may be levied by reason of any work outside normal working
hours.”

21

 Contractor’s 6.9 In sub-paragraph (c) delete “or”.
Personnel
At end of sub-paragraph (d) insert “or”.
Insert new sub-paragraph (e) as follows:
(d) the Employer and/or the Engineer reasonably believe should be
removed.
Insert additional paragraphs at the end of Sub-Clause 6.9:
“Prior to mobilisation of the Contractor’s Personnel, the Contractor
shall submit details of all key personnel as well as details of any other
personnel the Employer’s Representative may specifically request, in
an organisational chart for the approval of the Engineer.
Upon notification by the Employer that an interim or final audit is to be
performed, the Contractor shall make available to the Employer’s
auditors its management, accounting or book keeping personnel, as
required by the Employer, excluding any financial and commercial
data of other clients, for purposes of explaining the Contractor’s
accounting and reporting methods, and to provide explanations and
answers to questions as they arise during any such audit.
All staff resources shall be as per the staff resource schedule
approved by the Employer. The Contractor shall not reduce the level
of staff resource or change any senior personnel without prior
approval of the Employer which shall not be unreasonably withheld
subject to the Contractor providing valid reasons for the Employer
and demonstrating to the Employer that any such change to the staff
resource schedule will have no impact on the Works and any
replacement of senior personnel will be at the same level as the
senior personnel being changed.
The Contractor shall also ensure that the Contractor’s Representative,
or any replacement, shall have the ability to decide matters and to
bind the Contractor.

Insert the following Sub-Clauses after Sub-Clause 6.11:

"Supply of 6.12 The Contractor shall, having regard to local conditions, provide on the
Water Site an adequate supply of drinking and other water for the use by all
staff and labour.

Festival and 6.13 The Contractor shall in all dealings with his staff and labour have due
Religious regard to all recognised festivals, days of rest and religious or other
Customs customs as provided under the Laws of the Country or local tradition.

Reporting of 6.14 The Contractor shall report to the Engineer and Employer details of
Accidents any accident as soon as possible after its occurrence. In the case of
any fatality or serious accident, the Contractor shall, in addition, notify
the Engineer immediately by the quickest available means.

Epidemics 6.15 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 Authorities, for the purpose
of dealing with and overcoming the same.

Expatriate 6.16 The Contractor shall make his own arrangements to obtain
Personnel immigration approval for expatriate personnel, if any, in accordance
with the laws and customs for the time being in force in Benghazi,
Libya. The Employer shall provide reasonable assistance to the
Contractor on obtaining such approvals.

22

 Observance by 6.17 The Contractor shall be responsible for observance by his
Subcontractors Subcontractors of Clause 6 [Staff and Labour].”

Samples 7.2 Delete Sub-Clause 7.2 in its entirety and replace with the following:
(a) First in Place and Mock-Ups
The Contractor shall complete First In Place and Mock-Ups for
any and all single or combined items that form part of the
Permanent Works.
The Contractor shall obtain the Engineer’s written approval of all
First In Place and Mock-Ups prior to commencing with the
associated Works elsewhere on the Site.
Failure to complete a First In Place or Mock-Up to the approval of
the Engineer shall allow the Engineer, acting reasonably, to
partially withhold an amount of the payment certificate relating to
the First In Place or Mock-Up costs from the Interim Payment
Certificates until such time as the Contractor shall have complied
with this Sub-Clause.
The Contractor shall undertake all necessary First In Place and
Mock-Ups at its own cost.
Submittals
The Contractor shall submit to the Engineer for review and
consent, at the Contractor’s cost, all relevant information and
samples of materials and workmanship which the Contractor
proposes to incorporate into the Works, including those materials
specified in the Contract, as well as any additional samples as
may be required by the Employer’s Representative, prior to using
the materials in or for the Works. Each sample shall be labelled
as to origin and intended use in the works.
Once the consent of the Engineer has been granted, such
samples shall be retained by the Engineer and shall be referred
to as the minimum standard with which all subsequent supplies
of materials and workmanship shall comply. Any material or
workmanship which does not, in the opinion of the Engineer, at
least equal the standard of the accepted sample shall forthwith
be removed from the Site, and all work executed incorporating
any such substandard workmanship or material shall be removed
and made good to the satisfaction of the Engineer, all at the
Contractor’s cost.
The Contractor shall provide the Engineer with sufficient storage
space to retain and house all project samples.
In the event of written objection by the Engineer to a particular
material, the Contractor shall submit, within fourteen (14) days of
such objection, samples of three (3) alternative materials for the
Engineer's consent and the Engineer shall reject or consent to
the use of all or any of these materials within fourteen (14) days
of their submission. This procedure shall be repeated until such
time as a sample of material is accepted by the Engineer.
Failure on the part of the Contractor to obtain the Engineer's
approval, or comply with the Engineer’s directions or instructions,
to all or any one sample or material shall in no way relieve the
Contractor of its liabilities and obligations under the Contract, nor
constitute grounds to claim for an extension of the time to
complete the Works.

23

 Testing 7.4 After the second paragraph insert the following:
“The Contractor shall in a timely manner submit a Testing and
Commissioning Plan for the Works (including any Sections of the
Work) in a format acceptable to the Engineer, which complies with the
requirements of the Contract, including the Specifications, the
Contractor's quality assurance system (Sub-Clause 4.9 - Quality
Assurance), the Laws and the programme.
The Engineer will provide its input into the Testing and Commissioning
Plan before it is submitted and the Testing and Commissioning Plan
shall be in accordance with the requirements of the Authorities and it
shall include, but not be limited to, a detailed description of:
(a) the types of tests to be carried out;
(b) the number and frequency of the tests;
(c) the test conditions (including normal operating conditions and
emergency conditions);
(d) required attendees at the tests;
(e) the form of the test results; and
(f) any other requirements (if any) set out in the Specification.
If the Testing and Commissioning Plan is not accepted by the
Engineer, the Contractor shall, at its own cost, submit within seven (7)
days a revised Testing and Commissioning Plan for the Engineer's
consent. The Engineer shall reject or accept the Testing and
Commissioning Plan within fourteen (14) days of the submission. This
procedure shall be repeated until such time as a Testing and
Commissioning Plan is accepted by the Engineer.

Insert new Sub-Clause 7.9 after Sub-Clause 7.8:

“Custom 7.9 The Contractor shall make all necessary arrangements and shall be
Clearance solely responsible to obtaining custom clearance for the Goods.
The Contractor shall be deemed to have included in the Contract
Price all fees, costs and duties in respect of the import of Goods,
including shipment, landing, import duties, harbour and port fees.

Commencement 8.1 Delete Sub-Clause 8.1 in its entirety and replace with the following:
of Works
“The Contractor shall commence the Works as stipulated in the
Appendix to Tender. For the avoidance of doubt, the Commencement
of the Works shall include any period required for mobilisation of the
Contractor or the Subcontractors personal or any other requirements
needed to Commence the Works.”

Time for 8.2 Insert the word ‘and’ at the end of Sub-Clause 8.2(b) and insert
Completion following paragraphs at the end of the Sub-Clause:
“(c) receiving the certification by the Engineer that the Works are
complete.
The Time for Completion stated in the Contract is deemed to include
all weekends, Official and Religious Holidays in Libya and other non-
working days including those of inclement weather, port delays etc.
and no extension of time will be considered in respect of the same.”

24

 Programme 8.3 Delete the remainder of the first sentence after “28 days” and replace
with “of the Commencement Date using Primavera P.6 Version 18 or
higher version or any other project management software agreed by
the Parties .”

Delete the remainder of the first paragraph up to and including 8.4(d).

Insert a new paragraph before the third last paragraph:
“The Contractor shall provide each programme both in hard copy in a
legible size and in electronic copy in the format in which the
programme is created.”

Any programme submitted by the Contractor shall be prepared in the

form of a computer generated critical path network logic chart and in
the form of a gantt chart indicating the following:

(i) sequence and duration and activities and the interrelationship

between activities including float for activities on and off the
critical path;
(ii) all critical path activities identified clearly with associated
milestones; and
(iii) sufficient detail of administrative and trade activity to fully
describe the Contractor’s planning of the Works, and supporting
the achievement of Completion within the Time for Completion
and must contain as a minimum the following activities:
(A) appointment of key Subcontractors;
(B) procurement for key elements of the Works;
(C) inspection and testing for key elements of the Works;
(D) off-site fabrication for key elements of the Works;
(E) provision and approval of samples for key elements of the
Works;
(F) Milestone and key dates for items such as the Authority
approvals;
(G) Milestone and key dates for the performance of work by
consultants;
(H) submission of shop drawings;
(I) on-site trade activities;
(J) commissioning of the Works including key dates for testing
by Authorities, acceptance testing and commissioning of
items of equipment, systems and co-ordination of other
contractors;
(K) provision of manuals, survey records, certificates,
warranties, quality records and such other items as are
required by this Contract to be provided prior to the expiry
of the Time for Completion;
(L) dates for submission of subcontractor warranties;
(M) Employer key inspection and decision points;
(N) order dates for major plant;
(O) the Time for Completion;
(P) dates for relocation of Site accommodation;
(Q) allowances for inclement weather and industrial disputes;
(R) all other items and activities requested by the Engineer;
(S) construction, examination, rectification and approval of
prototypes;
(iv) The programme shall be based on a calendar specific to the
Works and showing all working days as well as weekends, public
and statutory holidays. All activities shall be broken down in units
of no more than five (5) days where practically possible.
(v) The critical path network chart shall be coloured to indicate
critical and non-critical activities and the critical path.
Insert additional paragraphs at the end of Sub-Clause 8.3:

“If at any time it should appear to the Engineer that the actual
progress of the Works does not conform to the approved programme,
the Contractor shall, within 14 days of the request of the Engineer,

25

 Extension of 8.4 Delete Sub-Clause (c) and (d).
time for
Delete the last paragraph and replace with:
Completion
“If the Contractor considers itself 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]. Such
notice shall be accompanied by a time impact analysis and critical
path programme if and as requested by the Engineer.
If requested by the Engineer, the time impact analysis shall define the
extent of adjustment and the basis therefore in a form acceptable to
the Engineer, acting reasonably, and shall include but not be limited
to:
(i) identification of activities which will require change; and
(ii) an analysis of how float has been used to minimize the
additional time required.
The time impact analysis shall indicate the date(s) any extra or
additional work or other special circumstances occurred, the status of
the Works at that time, and the impact on the Time for Completion.
When determining each extension of time under Sub-Clause 20.1, the
Engineer shall consider the time impact analysis and critical path
programme if one has been requested. If the Contractor does not
submit a time impact analysis and provide such additional supporting
information as the Engineer may require within the specified period of
time, the Engineer will determine the extension of the Time for
Completion in its sole discretion.
For the avoidance of doubt, compliance with the notice requirements
in accordance with Sub-Clause 20.1 (Contractor's Claims) and the
delivery of a time impact analysis programme and/or critical path
programme shall be conditions precedent to the Contractor's
entitlement to an extension of the Time for Completion.
The Contractor shall not be entitled to any extension of the Time for
Completion in respect of:
(1) any event or period of delay which does not cause critical delay
to completion and/or taking over under Clause 10 (Taking Over
the Works and Sections); or
(2) any event or period of delay caused or materially contributed to
by a negligent act or omission, breach of contract or other default
on the part of the Contractor or any one for whom the Contractor
is responsible (including its Subcontractors, or any of their
respective employees, servants, agent, subcontractors and/or
suppliers); or
(3) any public holidays and/or religious festivals; or
(4) any event or period of delay that the Contractor has not taken all
reasonable steps to avoid or mitigate without diverging from the
requirements of the Contract.”

Consequences 8.9 In the first paragraph of Sub-Clause 8.9, after the words "Sub-Clause
Of Suspension 20.1 [Contractor's Claims]" insert the words "and Sub-Clause 8.13".
In Sub-paragraph (b) delete the words “Such Cost” and insert the
words “Prolongation Costs”.
Insert new paragraph at the end of the Sub-Clause:
“The Contractor shall use at all times reasonable efforts to minimise
the amounts payable to the Contractor.”

26

 Resumption of 8.12 Insert new paragraph at the end of the Sub-Clause:
Work
“If the cause of the suspension is attributable to, or the responsibility
of the Contractor, then the Contractor shall bear the cost of such
making good.”

Prolonged 8.11 In the second sentence, delete the words “84 days” and replace with
Suspension the words “120 days”.

Insert new Sub-Clauses as follow:

Prolongation 8.13 All Prolongation Costs, if any, shall be reviewed and agreed by the
Cost Engineer. The Engineer, in conducting such review shall act
reasonably, and in good-faith and shall not reject such claims
unreasonably.

Concurrent 8.14 If more than one event clauses delay at the same time, one being an
Delays event for which the Employer is responsible under the Contract and
the other for which the Contractor is responsible under the Contract
and the time impact analysis proves both events are critical delays
then the Contractor will be entitled to an extension of Time for
Completion for the period of time that is or would have been delayed
(not exceeding the duration of the entitlement to an extension of time)
but shall not be entitled to recover any Costs.

Early Warning 8.15 “The Contractor shall operate an “Early Warning” system, whereby the
Contractor shall notify the Employer and the Engineer as soon as it is
aware of any matter adversely affecting or threatening the Works and/
or the Project and/or a Party's performance under the Contract, and
(within the scope of its agreed role, expertise and responsibilities)
shall include in such notification proposals for avoiding or remedying
such matter. The Engineer shall convene a meeting of the Parties and
the Engineer within seven (7) days from the date of any such
notification, to discuss with the Parties and subsequently issue a
direction on an appropriate course of action unless the Parties and the
Engineer agree such course of action without a meeting.”

Contractor’s 9.1 In the first paragraph after “Sub-Clause 7.4 [Testing],” insert: “Sub-
Obligations Clause 4.9 [Quality Assurance], the Specifications and the approved
Testing and Commissioning Plan”.

27

 Taking Over of 10.1 In the second line of the last paragraph delete “the period of” and
the Works and insert after “28 days” the words “of receiving the Contractor’s
Sections application under this Sub-Clause”.
At the end of this Sub-Clause, insert a new paragraph as follows:
“If the Contractor is not adhering to the revised programme and the
Contractor has failed to meet any of the critical path dates, then upon
written notice from the Employer or the Engineer, the Employer shall
be entitled to give notice in writing to the Contractor that it intends to
direct the Engineer to issue a Taking-Over Certificate for the Works or
any part of the Works prior to the Contractor having completed the
Works in accordance with the Contract. If the Contractor has not after
7 days provided a plan to the Employer’s satisfaction as to how the
Works will meet the programme then the Contractor will be granted an
additional grace period of 15 days, during which the Contractor is
expected to show significant improvement or address the primary
causes of delay. If, by the end of this grace period, the Contractor's
efforts are still unsatisfactory to the Employer, the Engineer shall issue
a conditional Taking-Over Certificate (the “Conditional Taking-Over
Certificate”). The Conditional Taking-Over Certificate will be
accompanied by a detailed checklist identifying the reason(s) why the
Contractor failed to complete the Works and clearly outlining the steps
or measures the Contractor needs to undertake to remedy those
failures.
Upon receiving the Conditional Taking-Over Certificate, the Contractor
has the right, in accordance with Clause 20.6, to seek resolution of
the dispute through arbitration if they believe the issuance of the
Conditional Taking-Over Certificate was unwarranted.
Upon the Contractor complying with the request(s) and checklist set
out in the Conditional Taking-Over Certificate and completing the
Works in accordance with the Contract, the Engineer shall issue the
unconditional Taking-Over Certificate. For the avoidance of doubt, the
Defects Notification Period shall not commence and Clauses 13.1,
14.6, 14.9, 14.10 and 26 shall not apply until the Engineer issues an
unconditional Taking-Over Certificate.”

Costs of 11.2 At the end of the first paragraph insert the following:
Remedying
“the cost of remedying any defects shall include the Employer’s costs
Defects
associated with the supervision or any other direct costs of the
Employer and shall include any warranty period extension costs for
any equipment or items remedied for any major works that impacts
the building or directly impacts the end user of the building or any part
of it or impacts the operational use of the building”.

Works to be 12.1 Delete Sub-Clause 12.1 and insert the following:

Measured
"For Interim Payments the Works shall be measured and valued for
payment in accordance with the Bill of Quantities provided by the
Contractor and accepted by the Engineer."

Evaluation 12.3 In the third paragraph, delete the words “as described in sub-
paragraph (a) and/or (b), as applicable” and insert “as described in
sub-paragraph (b)”.

Delete sub-paragraph (a) in its entirety.

Delete Item (i) of sub-paragraph (b).

28

 In the third paragraph, delete “together with reasonable profit,”.
Insert new paragraph at the end of Sub-Clause 12.3 as follows:
“The Contractor shall be entitled to the percentage amount for profit,
overheads and preliminaries as set out in the Appendix to Tender.
This percentage shall be applied to the direct cost to the Contractor.
These direct costs must not include any amount for profit or
overheads of the Contractor’s Subcontractors or other third parties
engaged by the Contractor. Any such profit and overheads is deemed
to be included in any amount that is paid to the Contractor for profit.”

Right to Vary 13.1 Delete the following words in sub-paragraph (d) “unless it is to be
carried out by others”.
At the end of sub-paragraph (f), add: “For the avoidance of doubt, a
change of sequence or timing does not automatically constitute a
variation or automatically lead to any entitlement to an extension of
Time for Completion, although for the avoidance of doubt if the
Contractor considers himself to be entitled to any extension of the
Time for Completion and/or any additional payment as a result of any
such change of sequence or timing, it shall be entitled to claim for this
under Sub-Clause 20.1.”

Value 13.2 Insert additional paragraph after the second paragraph:

Engineering
“Any savings and / or decrease of the Contract Price through design
changes and / or value engineering initiated by the Employer shall be
to the sole benefit of the Employer.”

29

 Variation 13.3 Delete Sub-Clause 13.3 in its entirety and replace with the following:
Procedure
“Where the Engineer instructs the Contractor to provide a proposal
pursuant to Sub-Clause 13.1, the Contractor shall provide in writing
(on the approved format), within the time stated in the instruction or
within such other time as may be agreed in writing between the
Contractor and the Engineer, a fully priced and detailed proposal for
performing the Variation detailing as a minimum:
(a) a detailed scope description of the proposed work to be performed
comprising the Variation impact on cost, programme and risks for its
execution;
(b) the Contractor's proposal for any necessary modifications to the
programme provided pursuant to Sub-Clause 8.3 [Programme] and to
the Time for Completion; and
(c) the cost of the Variation.
The Engineer shall, as soon as practicable, either approve,
disapprove or comment on the proposal. If requested by the Engineer,
the Contractor shall amend the proposal taking account of the
Engineer's comments and resubmit the amended proposal to the
Engineer.
If the proposal is approved, the Engineer shall instruct the Contractor
to execute the Variation in accordance with the Engineer’s approved
scope, cost and time. The Contractor shall promptly comply with the
instruction and shall keep and maintain all records pertaining to the
Variation required establishing and substantiating the Cost of the
Variation. The Contractor shall provide originals and copies of such
records to the Engineer on their reasonable request.
Should the Contractor fail to notify the Engineer within 14 days from
when the Contractor should have become reasonably aware of a
potential Variation, then the Contractor shall have been deemed to
accept the Variation at no additional cost to the Employer.
The Employer may approve the execution of a Variation under special
condition (urgent work) based on the Engineer’s recommendation
related to the initial Variation estimated cost and time impact
submitted by the Contractor. However a final reconciliation shall be
conducted by the Engineer in accordance with Sub-Clause 3.5
Provisional 13.5 Insert new paragraph at the beginning of Sub-Clause 13.5:
Sums
"In the event there are any Provisional Sums, The Engineer reserves
the right to omit, at any time and for any reason, the full value of
works for any Provisional Sum from the scope of Works by instruction
of variation to that effect. The Contractor or any associated
Subcontractors will have no claim to loss of profit and/or any other
costs on such amounts should the Engineer seek to exercise this
right. Similarly, should the actual value of any item of work covered
under a Provisional Sum amount increase or decrease, the
Contractor’s Preliminaries and Overhead and Profit shall remain
fixed.”
Delete Sub-Clause 13.5(b)(ii) in its entirety.
Insert at the end of the Sub-Clause:
“The Contractor shall provide to the Engineer three (3) quotes for the
value of the works required and a detailed technical and commercial
comparison study for the works required under any Provisional Sum.
For the avoidance of doubt, the Contractor is only entitled to receive
the Provisional Sum if the Engineer has issued a written instruction
to execute the Provisional Sum Works. The Provisional Sums will be
separate to any other additional scope of work that Parties may agree
at a future date after commencement of the works.”

30

 Daywork 13.6 Insert the following as the first paragraph:
“If a variation can be evaluated fairly under clause 12, this will take
precedence before evaluating a variation under this clause.”
In the third line of the first paragraph, delete the words “included in the
Contract” and replace with “as approved by the Engineer”

Adjustment for 13.7 Insert at the end of the first paragraph:

Changes in
“and which were not (in the Engineer’s opinion) Unforeseeable at the
Legislation
Commencement Date”.

Adjustment for 13.8 Delete Sub-Clause 13.8 in its entirety.

Changes in Cost

The Contract 14.1 Delete sub-paragraph (a) and replace with the following:
Price
“The Contract Price is a fixed lump sum price for the Completion of
the Works and includes all costs and expenses of the Contractor and
its personnel. The Contractor is not entitled to any other fees and/or
costs for or associated with the Works unless explicitly stated in the
Contract.
Delete sub-paragraph (c) and replace with the following:
“The quantities will not be re-measured and the lump sum Contract
Price shall be deemed to cover the whole of the Works shown on the
Drawings, described in the Specifications and/or otherwise required
under the Contract irrespective of whether or not such works are
included in the Bill of Quantities. Notwithstanding the foregoing, the
Provisional Sums stated in the Bill of Quantities (if any) shall form part
of the Contract Price and shall be adjusted in accordance with Sub-
Clause 13.5.
The rates and prices included in the Bill of Quantities shall constitute
the rates and prices to be used for the purposes of Clauses 12 and
13.”
Add a new sub-paragraph (e) as follows:
“In the event the Contractor sets up a local UAE entity (the “Local
Entity”), the Employer if requested by the Contractor shall pay the
Contract Price to the Local Entity and, for the avoidance of doubt, any
such funds paid to the Local Entity shall be deemed to have been paid
to the Contractor and the Contractor shall not be able to claim it has
not been paid by reason of the Employer paying the Local Entity.
Advance 14.2 Delete the word “when” inline two of the first paragraph and replace
Payment with the words “within 14 days of the date “
Delete the second sentence of the fourth paragraph.

31

 Plant and 14.5 In the second paragraph delete "(b)(i) or".
Materials
At the end of Sub-Clause 14.5(a) delete the word "either".
intended for the
Works Delete Sub-Clause 14.5(b) in its entirety and the word “or” before sub-
paragraph (c).
Insert at the end of paragraph (ii) of sub-paragraph (c) after "the
Contract": "and are free from all encumbrances and have become the
property of the Employer with effect from their arrival on Site".
In the first line of the second last paragraph delete “eighty percent”
and substitute with “fifty percent.
At the end of the Second last paragraph add the words “upon which
payment the materials and supplies shall become the property of the
Employer”.
Insert new paragraphs at the end of Sub-Clause 14.5:
“The Contractor remains at all times responsible for the security of the
Materials and Plant, and liable for any loss incurred by the Employer
as a result of damage or loss of Materials and Plant. The Employer
reserves the right to reject payment for the remaining 50% of
materials on site, determined by the Engineer under Clause 3.5 of the
General Conditions, if and only upon execution of Clauses 12, 13, 15
and 16 of the General Conditions.”

Issue of Interim 14.6 In the third paragraph after “for any other reason” insert “except those
Payment stated in Sub-Clause 14.17”. Delete the words “28 days” in line two of
Certificates the first paragraph and replace with the words “14 days”.

Payment 14.7 In sub-paragraph (b), delete the “56 days after the Engineer receives
the Statement and supporting documents” and replace with “30 days
after the Employer receives the Interim Payment Certificate.”

Delayed 14.8 Delete Sub-Clause 14.8 in its entirety.

Payment

Currencies of 14.15 After the first sentence, delete the remaining Sub-Clause.
Payments

Insert new Sub-Clauses as follows:

Withholding of 14.17 The Engineer may withhold any Payment Certificate (or part thereof)
Payment if, in the opinion of the Engineer:
Certificate
(a) the Contractor has failed to submit an acceptable monthly
progress report as per Sub-Clause 4.21 in the form of the
template as agreed between the Parties [Progress Reports];
(b) the Contractor is in breach of its safety obligations and the
Engineer has notified the breach and the Contractor has not
remedied the breach within a time mutually agreed by the
Parties time; or
(c) the Contractor has failed to submit an acceptable programme,
or failed to submit an acceptable updated programme or any
revision thereof within the periods stated (Sub-Clause 8.3
[Programme]); or
(d) the Contractor has failed to provide reasonable proof that all
payments, less retentions, due to Subcontractors have been
made.

32

 Set Off 14.18 The Employer may retain or set off any amounts which are or may
become payable by the Contractor to the Employer against amounts
that may become due or are payable to the Contractor.

Termination By 15.2 Insert a new sub-paragraph (g) to Sub-Clause 15.2 as follows:

Employer
“(g) fails to comply with its obligations under Clause 18 [Insurances];
(h) fails to comply with its obligations under Sub-Clauses 1.13
[Compliance with Laws] and/or Sub-Clause 4.25 [Contractor’s
Warranties]; or
(i) is otherwise in material breach of the Contract after notification by
the Engineer of the material breach and the Contractor has not
remedied the breach within a reasonable time.”
Insert the following paragraphs at the end of Sub-Clause 15.2 as
follows:
"Where the Employer is entitled to terminate the Contract pursuant to
sub-paragraph (f) of Sub-Clause 15.2 the Employer shall investigate
any and all other contracts entered into with the Contractor .
The Contractor shall ensure that each Subcontract, contains a step in
clause which allows the Employer to step-into the Subcontract as if it
were the Contractor in the event the Contract is terminated. The
Contractor shall also obtain a Collateral Warranty from any
Subcontractor within 7 days of termination of the Contract unless
already provided under Sub-Clause 4.1A [Collateral Warranty]
Employer’s 15.5 Delete the last sentence of the first paragraph.
Entitlement to
Termination

Contractor’s 16.1 Delete the first, second and third paragraph and replace with:
Entitlement to
“If the Employer fails to comply with Clause 14.7 [Payment], the
Suspend Work
Contractor may, after giving not less than 45 days’ written notice to the
Employer and the Engineer, suspend work (or reduce the rate of
work) unless and until the Contractor has received the payment.
On receiving the payment, the Contractor shall as soon as possible
but no later than 14 days resume normal working.”
Insert "the next paragraph and" before the word "Sub-Clause" in the
third line of the fourth paragraph.
Insert new paragraphs at the end of Sub-Clause 16.1:
“For the avoidance of doubt, the Contractor is not entitled to suspend
work under this Sub-Clause due to the fact that the amount in an
Interim Payment Certificate varies from the amount in the
corresponding Statement or for any other reason not explicitly
mentioned in this Sub-Clause.”

33

 Termination by 16.2 Delete sub-paragraph (a).
Contractor
In sub-paragraph (f), after the words "[Prolonged Suspension]" insert:
“for a period of more than 120 days unless otherwise agreed by the
Parties".
Delete the second paragraph and replace with:
“In any of these events or circumstances, the Contractor may give the
Employer written notice detailing the event of default and asking the
Employer to remedy such default within 30 days. If the Employer fails
to remedy such default within the 30 days period, the Contractor may
terminate the Contract by giving the Employer 30 days’ written notice
at the expiry of which the Contract shall automatically terminate if the
Employer did not remedy the default.”

Cessation of 16.3 Delete sub-paragraph (b).

Work and
At the end of sub-paragraph (c) replace full stop with comma.
Removal of
Contractor’s Insert new sub-paragraphs as follows:
Equipment
(d) to the extent legally possible, procure the assignment or novation
or transfer otherwise to the Employer, or an entity nominated by
the Employer, all rights, title and benefit of the Contractor to the
Works and in the Plant, Materials and other work as at the date
of termination,
(e) deliver to the Employer all Contractor's Documents prepared by
the Contractor or its Subcontractors as at the date of termination
in connection with the Works, and
(f) unless otherwise notified in writing by the Employer, remove all
Contractor's Equipment from the Site and remove from the Site
any wreckage, rubbish and debris of any kind and leave the
whole of the Site in a clean and safe condition.

Payment on 16.4 Delete paragraph (c) of Sub-Clause 16.4 in its entirety.

Termination

Insert new Sub-Clause 16.5:

"Terms of 16.5 The parties agree that in the event of any termination under this Sub-
Settlement Clause 16, prior to actual termination, they will meet and attempt to
amicably agree the details of a termination agreement in good faith,
including all NOC’s, documentation, permits, approvals and all other
information relating to the Project, to the extend applicable to enable
the Employer to continue the Works if the Employer elects to do so."

Employer’s 17.3 Insert the following wording after the last paragraph:
Risks
“The Employer shall at no time be liable for loss of, theft or damage to
any of the Contractor’s Equipment, Temporary Works or Materials.
The Contractor is responsible for all risks of loss or damage to the
Works not stated in this Sub-Clause.”

34

 Intellectual 17.5 Delete the whole of this Sub-Clause and insert the following wording:
Property Rights
“The Employer shall retain the Intellectual Property Rights in the
Employer’s documents, including the design documents produced by
the Employer and/or its consultant and any other documents made by
(or on behalf of) the Employer. Upon the completion of the Works or
the termination of this Contract, whichever occurs first, the Contractor
must immediately deliver to the Employer all copies of the Employer’s
documents, prepared by or on behalf of the Employer, which are in
the Contractor’s possession, including its subcontractors and the
Contractor’s personnel.
The Employer grants the Contractor a non-exclusive, royalty-free,
non-transferrable license to use, reproduce, modify and adapt to its
officers, agents, employees and Subcontractors (but only in so far as
is required for them to execute the Works) the Intellectual Property
Rights for the sole purpose of the Works and performing the
Contractor’s other obligations under this Agreement. This license will
endure until completion of the Works or earlier termination of this
Contract.
The Employer shall indemnify and hold the Contractor harmless
against and from any claim alleging an infringement which is or was:
(a) an unavoidable result of the Contractor's compliance with the
Contract. or
(b) a result of any Works being used by the Employer:
(i) for a purpose other than that indicated by. or reasonably to
be inferred from. the Contract. or
(ii) in conjunction with anything not supplied by the Contractor.
unless such use was disclosed to the Contractor prior to the
Base Date or is stated in the Contract.
The Contractor shall indemnify and hold the Employer harmless
against and from any other claim which arises out of or in relation to
(i) the manufacture, use, sale or import of any Goods, or (ii) any
design for which the Contractor is responsible.
If a Party is entitled to be indemnified under this Sub-Clause. the
indemnifying Party may (at its cost) conduct negotiations for the
settlement of the claim, and any litigation or arbitration which may
arise from it. The other Party shall, at the request and cost of the
indemnifying Party, assist in contesting the claim. This other Party
(and its Personnel) shall not make any admission which might be
prejudicial to the indemnifying Party unless the indemnifying Party
failed to take over the conduct of any negotiations litigation or
arbitration upon being requested to do so by such other Party.
Whenever a Party does not give notice to the other Party of any claim
within 28 days of receiving the claim, the first Party shall be deemed
to have waived any right to indemnity under this Sub-Clause.”

Insert new Sub-Clause 17.7 after Sub-Clause 17.6:

35

 Warranty and 17.7 “Notwithstanding the issue of the Performance Certificate in respect of
Liability the Works or any Section, the Contractor shall remain liable for the
Works and each Section in respect of:
(a) its statutory duties under the Laws,
(b) all any and any extended warranties for particular items of
equipment or parts of the Works as identified in the
Specifications or Appendix to Tender, and
(c) ongoing maintenance obligations, if any, of the Contractor under
the Contract or under any other contract.”

General 18.1 Insert the following at the end of the first paragraph:
Requirements
“For the purposes of this Sub-Clause, “insuring Party” means the
for Insurances
Contractor. If the Employer, at its sole discretion, elects to effect any
insurance required under the Contract, after the Contractor has failed
to do so within 14 days after the Employer has requested such
insurance, it may do so and the direct cost of doing so shall be a debt
payable by the Contractor to the Employer.”
Insert the following at the end of the second paragraph:
“All insurances shall name the Employer and the owner of the Project
Site as co-insured, if applicable and/or required by the Employer.”

Insurance for 18.2 In the second line, insert after “cost including the costs” the words “to
Works and the reinstate the Works carried out on the Site prior to the Contractor
Contractors taking possession of Site,”
Equipment

Insert new Sub-Clause 18.5:

Insurance for 18.5 “The Contractor shall affect professional indemnity insurance, which
Design shall insure the Contractor’s liability by reason of professional
negligence in the design of the Works, if any such design is to be
carried out by the Contractor. Such insurance if required shall be for a
limit of not less than the amount specified by the Employer acting
reasonably.
The Contractor shall use his best endeavours to maintain such
professional indemnity insurance in full force and effect throughout the
periods of his liability, under the Contract and under the law of the
Country. The Contractor undertakes to give the Employer reasonable
notice in the event of difficulty (if any) in extending, renewing or
reinstating such insurance.”
Definition of 19.1 Insert the following paragraph at the end of the Sub-Clause:
Force Majeure
“The parties agrees that the novel coronavirus "COVID-19" pandemic
shall not be deemed to be a Force Majeure event, unless restrictions
are taken by Authorities that impact the normal course of business to
the extent agreed by the Parties.”

Consequences 19.4 Delete subparagraph (b) and insert a new sub-paragraph (b):
of Force
"If an extension of time is granted for a delay caused by Force
Majeure
Majeure, the Contractor shall not be entitled to Prolongation Costs or
any other costs arising from that delay."

Optional 19.6 Delete paragraph (e) of Sub-Clause 19.6 in its entirety.

Termination,
Payment and
Release

36

 Contractor’s 20.1 In lines 5 and 7, delete the words “28 days” and insert “14 days”.
Claims
In line 20, delete the words “42 days” and insert “28 days”.

Appointment of 20.2 Delete paragraphs 1-5 in their entirety and replace with:
the Dispute of
“Disputes shall be adjudicated by a DAB in accordance with Sub-
Adjudication
Clause 20.4 [Obtaining Dispute Adjudication Board’s Decision]. Any
Board
Dispute, controversy or claim arising out of, relating to or in
connection with this Contract, including any question regarding its
existence, validity or termination (Dispute), shall be resolved in
accordance with this paragraph:
a) In the event of a Dispute, the Party alleging the Dispute shall
provide written notice to the other Party giving particulars of
the dispute (the Notice of Dispute)
b) Within 10 days of receipt of the Notice of Dispute, the Parties
shall attempt to hold a meeting in an effort to resolve the
Dispute.
c) If the Dispute is not settled amicably, irrespective of whether a
meeting was held, the Dispute shall, within 30 days of the
Notice of Dispute, be referred to arbitration in accordance with
ADGM Arbitration Rules.
d) The seat of the arbitration shall be the Abu Dhabi Global
Market (ADGM) Arbitration Centre, UAE.
e) The language of the arbitration shall be English.
f) The number of arbitrators shall be three (3), one arbitrator
nominated by each Party and the third, acting as chairman,
nominated by the two appointed arbitrators.
Clause 20.2 (a-f) takes precedence over any other Clause that is
contradictory to the above.”

Obtaining 20.4 In the fourth line of the first paragraph delete the word “may” and
Dispute insert the words “must, before proceeding under Sub-Clause 20.6 with
Adjudication Arbitration,”
Board’s
Decision
Arbitration 20.6 In paragraph (a) of Sub-Clause 20.6, replace “Abu Dhabi Global
Market (ADGM) Arbitration Centre”.

Insert the following additional Clauses:

Interference 21 The Contractor shall not interfere in any way with any existing works
or operations whether the property of the Employer or of a third party
and whether the position of such works is indicated to the Contractor
by the Engineer or not, except where such interference is specially
described as part of the Works in the Contractor by an instruction of
the Engineer.

Taxation 22 The Contractor shall pay all Government and Municipal taxes
including road taxes and vehicle registration fees and inspection
charges and any taxes direct or indirect, tariffs, fees and charges,
which may exist at the date of the Contract or in the future be levied
on the Contractor or his expatriate employees whilst employed on this
Project.

37

 Details 23 The Contractor shall treat the Contract and everything contained
therein as private and confidential. In particular, the Contractor shall
Confidential
not publish any information, drawing or photographs concerning the
Works and shall not use the site for the purpose of advertising except
with the written consent of the Employer and subject to any such
conditions as it may prescribe. The restriction contained herein does
not prevent the Contractor from using the project as a reference
during construction and after the project completion subject always to
obtaining the Employer’s prior written consent.

Fire 24 The Contractor shall comply with the directions of the Employer and
the regulations of any controlling authority in force at the Site of the
Precautions
Works relating to the precautions to be taken against fire hazards.

Authorities 25 The Contractor shall comply in all respects with the regulations of all
Authorities to the extend such regulations are applicable whether for
temporary or permanent work in connection with those Authorities in
carrying out his obligations under the Contract.

38

 Authorities 26 The Contractor shall fully support and assist the Employer in every
way in applying to and liaising, and arranging for the necessary
inspections, with all relevant Authorities to obtain all permits,
approvals, NOCs and other documents to for the commencement and
Completion of the Works, including but not limited to the building
permit, certificates from ICAO and IATA, the building completion
certificate and all things necessary in respect of the relevant services
and utilities. The Contractor shall provide all documents, drawings and
fulfill any other requirements of the Authorities to ensure the Employer
is able to obtain all permits, approvals, NOCs and other documents
that the Employer needs for the commencement and Completion of
the Works. For the avoidance of doubt the Contractors obligations
under this Contract extend to supporting the Employer and providing
all documents and other information requested and, in the event of
rejection of any permits, approvals, NOCs and other documents, the
Contractor shall resubmit any information requested or modification of
the documents submitted until such approval is granted to the
Employer and the Contractor shall not be entitled to any extension to
the Time for Completion and/or additional costs in respect of any such
additional comments or re-submittal of documents or other such
requirements needed for approval subject to this being attributable to
the Works.
The Employer or the Contractor shall advise the Engineer in writing
within 14 days from the date of receipt of any comment or special
requirement stated by the relevant Authorities on any of the
documents.
The Contractor shall comply with and implement all comments and
requests from the Authorities.
The Employer shall be responsible to pay directly to the relevant
Authorities all necessary fees. The Contractor shall pay any such fees
directly and seek reimbursement from the Employer provided such
fees are less than USD Two hundred Thousand Dollars ($200,000.00)
in each instance. The Contractor shall be responsible for the
collection of all required documentation from the relevant Authorities
and immediately submit a copy of the obtained documentation to the
Employer.
Branding 27 (a) The Employer shall be entitled to advertise and install branding
and marketing materials on the Site, the Works, Plant and/or the
Contractor’s Equipment.
(b) The Contractor shall not unless agreed by the Employer at its
sole discretion be entitled to install or display its name, brand,
signage and/or other marketing materials on the Site, the Works,
Plant and/or the Contractor’s Equipment with the exception of the
Project sign board as required by the Authorities.

No Agency 28 The Contractor acknowledges that it is an independent contractor, that

it is not the representative or agent of the Employer, and that the
Employer's participation and approval, including through its
representatives, in any design and Project meetings, shall in no way
relieve the Contractor of its duties, obligations and responsibilities
under the applicable law and this Contract.

39

 Separate 31 The Contractor acknowledges that separate contractors may be
Contractors present on and adjacent to the Site during the execution of the Works.
The Contractor must:
(a) co-operate with any separate contractors;
(b) co-ordinate its work with separate contractors’ work to minimise
any delays;
(c) not unreasonably obstruct, delay or interfere with separate
contractors’ work;
(d) not damage separate contractors’ work;
(e) comply with all written directions from the Engineer regarding
separate contractors and their work; and
(f) allow any separate contractors to use the amenities, facilities and
services which are available for use on the Site.
Any action of the Contractor under this Sub-Clause does not lessen,
or otherwise affect, the Contractor’s obligations under the Contract.
Neither the Employer nor the Engineer assumes any responsibility or
duty of care to the Contractor in respect of its actions under this Sub-
Clause.
If any part of the Contractor's Work depends upon the work of any
other contractor, the Contractor shall inspect and promptly report to
the Engineer any defects in such work that is likely to have a negative
impact on the Contractor’s ability to execute its Works. The
Contractor’s failure to inspect and report shall constitute an
acceptance of the other contractors’ work.

Release 32 The Contractor releases the Engineer and the Employer and their
respective personnel including their directors, officers, employees and
agents from any liability or obligation to the Contractor (or any person
claiming through or on behalf of the Contractor) in respect of physical
loss of or damage to any real or personal property or personal injury,
disease or illness to, or death of, persons, arising out of the execution
of the Works. The Contractor acknowledges that the Engineer and the
Employer and their respective personnel including their directors,
officers, employees and agents do not owe to it any separate duty of
care arising out of or in connection with the Project or the Contract.

Mutual Consent 33 The Parties acknowledges and agree that by signing the Contract
Agreement they consent to the other Party's entitlement to terminate
the Contract pursuant to the terms of the Contract in accordance with
the meaning of consent and mutual consent as contemplated under
Articles 218, 267 and 892 of the Civil Code. The Parties acknowledge
and agree that by signing the Contract Agreement they consent to the
other Party's entitlement to terminate the Contract pursuant to the
terms of the Contract without the need to obtain a court order in
accordance with Article 271 of the Civil Code.

40

 Advertising 34 (a) The Contractor must not advertise, publish or release information
to the public concerning the Contract, the Works, the Project
and/or the Employer’s operations without the Employer’s prior
written consent (which will not be withheld if the information is
legally required to be produced or disclosed).

Change of 35 The Contractor agrees and undertakes that there shall be no change
Control in control or sale of either of the entities that jointly are the Contractor
without the Employer’s consent.

41

 General Conditions of Contract

The General Conditions of Contract shall be the Federation Internationale Des Ingenieurs – Conseils
(FIDIC) Conditions of Contract for Construction for Building and Engineering Works designed by the
Employer, First Edition 1999.

The Parties confirm to be in possession of their own copy of the General Conditions and to be fully aware
of and have understood the contents therein.

42