Volume 01 CP07 A 1B

LUSAIL DEVELOPMENT STRUCTURE OF TENDER DOCUMENTS FOR CONSTRUCTION OF CP07-A-1B: WATERFRONT COMMERCIAL / SEEF LUSAIL INFRASTRUCTURE WORKS NORTH
VOLUME 1: Part 1: INSTRUCTIONS TO TENDERERS & CONDITIONS OF CONTRACT Instructions to Tenderers Part 2: Part 3: VOLUME 2: Part 1: Part 2: Attachment 1 - Confidentiality Undertaking Letter (to be completed by Tenderer) Attachment 2 - Letter of Acknowledgement (to be completed by Tenderer) Attachment 3 - Form of Tender Bond (to be completed by Tenderer) Attachment 4 - Statement of Compliance (to be completed by Tenderer) Attachment 5 - Form of Tender (to be completed by Tenderer)
Form of Agreement General Conditions of Contract APPENDIX A - SCOPE OF WORK & TECHNICAL INFORMATION (excluding Drawings) Scope of Work General Requirements Appendix 1 - Drawings (Sign Board)
Part 3: Part 4: Part 5: VOLUME 3: Part 1: VOLUME 4: Part 1:
Particular Specifications Site Specific Information Health & Safety, Environment & Sustainability Regulations & Requirements APPENDIX A - SCOPE OF WORK & TECHNICAL INFORMATION (Drawings only) Drawings APPENDICES B TO F Appendix B - Schedule of Prices and Rates Part I General (to be completed by Tenderer) Part II - Bill of Quantities including Pricing Preambles (to be completed by Tenderer) Part III Variations and Schedule of Daywork Rates (to be completed by Tenderer) Part IV Schedule of Prices Cost Break-Down (to be completed by Tenderer)
Part 2: Part 3: Part 4: Part 5:
Appendix C Insurance Appendix D - Contractor Technical Proposal (to be completed by Tenderer) Appendix E - Contract Execution Plan (to be completed by Tenderer) Appendix F - Administrative Procedures (to be completed by Tenderer) Attachment 1 - Advance Payment Bank Guarantee Attachment 2 - Performance Bond Bank Guarantee Attachment 3 - Contract Variation Form Attachment 4 - Completion Certificate Attachment 5 - Discharge Certificate Attachment 6 - LREDC Instruction Form Attachment 7- Change Request
LUSAIL REAL ESTATE DEVELOPMENT COMPANY TENDER FOR CONSTRUCTION OF CP07- A 1B WATERFRONT COMMERCIAL/SEEF LUSAIL INFRASTRUCTURE WORKS - NORTH
VOLUME 1
INSTRUCTION TO TENDERERS & CONDITIONS OF CONTRACT
VOLUME 1 INSTRUCTIONS TO TENDERERS & CONDITIONS OF CONTRACT
LUSAIL REAL ESTATE DEVELOPMENT COMPANY TENDER FOR CONSTRUCTION OF CP07- A - 1B WATERFRONT COMMERCIAL/SEEF LUSAIL INFRASTRUCTURE WORKS - NORTH
VOLUME 1
PART 1 INSTRUCTIONS TO TENDERERS
VOLUME 1: PART 1 - INSTRUCTIONS TO TENDERERS
INSTRUCTIONS TO TENDERERS TABLE OF CONTENTS IT.1. Definitions IT.2. IT.3. IT.4. IT.5. IT.6. IT.7. IT.8. IT.9. IT.10. IT.11. IT.12. IT.13. IT.14. IT.15. IT.16. IT.17. IT.18. IT.19. IT.20. IT.21. IT.22. IT.23. IT.24. IT.25. General Validity of Tender Familiarization with Applicable Laws and Regulations Tender Documents Confidentiality Undertaking Site Visit and Mid-Tender Meeting Queries Tender Bulletins Fully Informed Ruling Language Tender Rates Statement of Compliance and Form of Tender Bank Guarantees No Alterations to the Tender Documents Submission of Tenders Alternative Offers Correction of Arithmetical and/or Other Errors Tender Presentations and Clarifications Acceptance or Rejection of Tenders and Incurred Costs Notification of Acceptance Failure to Sign the Contract Submission of Grievances Return of Tender Documents Public Relations
ATTACHMENTS TO INSTRUCTION TO TENDERERS: ATTACHMENT 1 CONFIDENTIALITY UNDERTAKING LETTER ATTACHMENT 2 LETTER OF ACKNOWLEDGEMENT ATTACHMENT 3 FORM OF TENDER BOND ATTACHMENT 4 STATEMENT OF COMPLIANCE ATTACHMENT 5 FORM OF TENDER
VOLUME 1: PART 1 INSTRUCTIONS TO TENDERERS
Page 1 of 22
TENDER NO. 55004699 INSTRUCTIONS TO TENDERERS IT.1. DEFINITIONS In these Instructions To Tenderers, unless the context otherwise requires, the following terms shall have the meanings assigned to them below: Closing Date means the date and time, which is the deadline for the submission of Tenders as specified in the letter of Invitation To Tender or the Tender Advertisement, as the case may be. Instructions To Tenderers means these terms and conditions which govern the issuing, receipt, completion and submission of the Tender Documents and all stages of the Tender process. Invitation To Tender means either the Letter of Invitation To Tender or the Tender Advertisement, issued by Lusail Real Estate Development Company to invite submission of Tenders in accordance with these Instructions To Tenderer. LREDC means Lusail Real Estate Development Company established under the laws of the State of Qatar. Performance Bond means the document referred to as such and described in IT.14. Tender means a proposal by a Tenderer in response to an Invitation To Tender. Tender Bond means the document referred to as such and described in IT.14. Tender Documents means the documents provided to Tenderers by LREDC pursuant to the Invitation To Tender as listed in IT.5 herein including any subsequent Tender Bulletins or any amendments thereto. Tenderer means an entity that submits a Tender in response to an Invitation To Tender and in accordance with these Instructions To Tenderer. IT.2. GENERAL These Instructions to Tenderers issued by LREDC outline and govern the procedures and processes to be followed for completing and submitting Tenders. Tenderer shall comply with the terms and conditions set forth in these Instructions To Tenderers while preparing its Tender. Failure to provide all of the required materials and information, or failure to comply fully with these instructions in any way may render the Tender null and void. LREDC may vary the Instructions to Tenderers at any time before or following the Closing Date by notice in writing. These Tender Documents may not be construed in any way as an offer. Submission of a Tender does not create a contract in any way unless and until the Tender is accepted by LREDC and the parties formally execute a contract.
Page 2 of 22
IT.3. VALIDITY OF TENDER The Tender shall be valid for a period of not less than ninety (90) calendar days after the Closing Date, during which period it shall remain fixed, binding, irrevocable and open for acceptance by LREDC. LREDC intends to notify all Tenderers of the results of their Tender submissions during this period. A Tender cannot be withdrawn or varied after the Closing Date except with the written prior consent of LREDC. If the Tenderer retracts or withdraws its Tender during the period of its validity without receiving written consent of LREDC, LREDC may, at its sole discretion, without the need for summons or notice or other legal formalities: (i) (ii) Encash the Tender Bond, and Exercise any other rights stipulated in the Tender Documents or available under the law.
IT.4. FAMILIARIZATION WITH APPLICABLE LAWS AND REGULATIONS These Tender Documents are governed by the laws of the State of Qatar. Tenderer shall comply with all laws applicable to the subject matter of these Tender Documents and agrees to indemnify and hold LREDC harmless in respect of any breach of such laws. Tenderer shall thoroughly familiarize itself with the laws applicable to the work or services forming the subject matter of these Tender Documents, particularly Qatar Labour law and laws pertaining to intellectual property, import, export or re-export, customs and taxes, as well as the Ministry of Business and Trade requirement that any company carrying out works or services in Qatar must be registered in its books. By submitting a Tender, the Tenderer is deemed to have made the necessary allowances in the prices, programme and other components in its Tender for adhering to all laws, rules, regulations and procedures applicable to the services or works whether in the State of Qatar or elsewhere. IT.5. TENDER DOCUMENTS The Tender Documents consist of: Volume 1 Part 1 Invitation To Tender Instructions to Tenderers and Attachments Part 2 Form of Agreement. Part 3 General Conditions of Contract (GCOC) Volumes 2 to 4 Appendices to the GCOC as listed in the GCOC
VOLUME 1: PART 1 INSTRUCTIONS TO TENDERERS Page 3 of 22
Tenderer shall ensure that the Tender Documents it has received are complete and must return the Letter of Acknowledgment (Attachment 2) within five (5) calendar days of receipt. The Letter of Acknowledgment must be completed, signed and delivered by hand or transmitted by fax to the following address: Mr. Khalid Ebrahim Al Hammadi (LREDC REPRESENTATIVE) Infrastructure Projects Director Lusail Real Estate Development Company P. O. Box 26060, Doha State of Qatar Tel. Number +974 44977 619 Fax Number +974 44977 563 Tenderer shall notify LREDC immediately if any discrepancy, omission or ambiguity is discovered in the Tender Documents. IT.6. CONFIDENTIALITY UNDERTAKING Tenderer warrants that it shall abide by the Confidentiality Undertaking (Attachment 1). Additionally, Tenderer shall keep confidential the Tender Documents and all information included therein or provided by LREDC in connection therewith. Tenderer shall ensure that its officers, employees, representatives, advisors, contractors and subcontractors do not, without the prior written consent of LREDC, disclose or use such information for any purpose other than to prepare and submit a Tender. In the event LREDC grants its written consent, Tenderer shall ensure that any disclosure is made subject to confidentiality obligations on the third party identical to those imposed on the Tenderer. IT.7. SITE VISIT AND MID-TENDER MEETING Tenderer may, at the sole discretion of LREDC, be requested to attend a site visit and/or a midtender meeting to familiarize with the physical and other conditions pertaining to the work or services to be performed. LREDC shall notify the Tenderer of any site visit and/or mid-tender meeting via the issuance of a Tender bulletin. The Tenderer may designate no more than two (2) representatives to attend on its behalf and at its own cost. It is strongly recommended that the Tenderer attend any scheduled site visit and mid-tender meeting. IT.8. QUERIES Tenderers may request LREDC to provide clarification or elaboration on the information provided in the Tender Documents. Any queries relating to the Tender Documents or the submission of Tenders must not be raised by telephone or personal contact or directed to any LREDC employee by name, but must be submitted in writing, preferably by fax, to the address given in IT.5 above only. Any violation of this instruction may render the Tenderers Tender invalid. Any response issued will be in the form of a question and answer and will be distributed to all Tenderers without revealing the identity of the enquirer. Queries must be received at the above address or fax number only and no later than seven (7) calendar days prior to the Closing Date; any queries received thereafter shall be ignored.
IT.9. TENDER BULLETINS Any amendments, clarifications or minutes of meeting in relation to these Tender Documents will be issued as Tender bulletins and shall be sent to all Tenderers. Tenderers shall acknowledge receipt of all Tender bulletins on the Statement of Compliance (Attachment 4) and shall allow for any costs or contingencies in connection therewith in the Tender prices and programme. IT.10. FULLY INFORMED The information provided by LREDC within or in connection with the Tender Document is provided in good faith to assist Tenderers to prepare their Tenders. LREDC does not claim or warrant that such information is exhaustive, accurate or complete. Tenderer shall not rely solely on the information provided by LREDC and, before submitting its Tender, Tenderer shall make all necessary investigations to become fully informed of the subject matter of the Tender Documents including the services to be performed. Tenderer shall be responsible for examining with appropriate care the contents of the Tender Documents including all Tender bulletins and all technical information provided, shall inspect all locations relevant to the services/works to be performed, and shall carry out all investigations and examinations necessary to ascertain all conditions and requirements relevant to the full performance and completion thereof. Tenderer must satisfy itself as to the nature of the services, the local conditions that might affect its performance in any way, the risks involved and the correctness and sufficiency of the rates and prices submitted. IT.11. RULING LANGUAGE The Tender Documents, all information, queries or clarification in connection therewith and all Tenders shall be in the English Language. IT.12. TENDER RATES Tenderer shall submit prices and/or rates as required by the Schedule of Prices and Rates and/or the Bill of Quantities in Appendix B. All amounts are to be quoted in Qatar Riyals. Prices and rates are to be entered in indelible ink and submitted only on the Form of Tender and the Schedule of Prices and Rates and/or Bill of Quantities sheets provided in Appendix B. IT.13. STATEMENT OF COMPLIANCE AND FORM OF TENDER Tenderer shall complete and submit the enclosed Statement of Compliance (Attachment 4) and the Form of Tender (Attachment 5), which must be signed by a person duly authorized to sign on behalf of the Tenderer. LREDC may require Tenderer to submit evidence of such authorization and Tenderer agrees to submit such evidence as may be satisfactory to LREDC upon LREDCs request. LREDC may reject any Tender submitted without the completed and signed Statement of Compliance and Form of Tender or without the evidence of authorization if required. 13.1 Tenders submitted by joint ventures shall comply with following requirements: 13.1.1 A copy of the joint venture agreement that has been or is intended to be entered into by partners shall accompany the Tender. 13.2 The joint venture agreement must provide the following:
Page 5 of 22
13.2.1 The partners of the joint venture shall be jointly and severally liable for the Tender and, in the event of being awarded a contract by LREDC, for the execution of the contract in accordance with the terms and conditions thereof, 13.2.2 In the event that any one of the partners ceases to be a member of the joint venture or goes into liquidation, then the surviving partner(s) shall remain liable for the Tender, shall have the full obligation to carry out and complete the contract if awarded by LREDC, shall be empowered to use all necessary facilities furnished by any party in the joint venture and shall be entitled to have any subcontract assigned to it. 13.2.3 The extent of participation of each partner in the joint venture. 13.3 The Form of Tender and the Statement of Compliance shall be signed by all partners of joint venture so as to be legally jointly and severally binding on each partner of the joint venture.
IT.14. BANK GUARANTEES Tenderer must submit a Tender Bond in the form of a bank guarantee, with its Tender. The value of the Tender Bond shall be Qatar Riyals Two Million (QR. 2,000,000.00). The Tender Bond must be issued or endorsed by a bank operating in Qatar. Cash or cheques are not an acceptable substitute. A bank guarantee issued in respect of another tender is not acceptable. Bonds issued by insurance companies are not acceptable. The wording of the Tender Bond must be exactly in accordance with the format appended hereto (Attachment 3). The validity of the Tender Bond must be for no less than one hundred and twenty (120) calendar days after the Closing Date. In the event that LREDC requests an extension of the Tender validity period, and the Tenderer agrees to such extension, it must revalidate its Tender Bond for the period of extension plus thirty (30) calendar days. The original of the Tender Bond shall be submitted in a separate sealed envelope. The envelope must not bear any mark indicating the name of the Tenderer but shall be clearly marked on the outside with TENDER BOND - ORIGINAL in addition to the Tender number, Tender title and the Closing Date. Tenders not accompanied by the Tender Bond may, at the sole discretion of LREDC, be rejected without the need to notify the Tenderer of the rejection. Tender Bonds submitted by unsuccessful Tenderers shall be returned by LREDC after the successful Tenderer has executed the contract. In the event that the successful Tenderer is required to submit a Performance Bond in the form of a Bank Guarantee or any other form as stipulated in the General Conditions of Contract, the successful Tenderers Tender Bond shall remain valid until the Performance Bond is submitted and accepted by LREDC. If the successful Tenderer fails to provide the Performance Bond within the specified period, LREDC may immediately encash the full amount of the Tender Bond.
Page 6 of 22
Where the Tenderer is a subsidiary or part of a group of companies, LREDC may, in addition to the Performance Bond, request the Tenderer to submit a parent company guarantee as further security. IT.15. NO ALTERATIONS TO THE TENDER DOCUMENTS No erasures, alterations, additions or deletions shall be made to the Tender Documents. Any Tender that is incomplete or contains alterations, erasures or prices, in the Schedule of Prices and Rates Appendix B, that are not clear and legible may be excluded from consideration at the sole discretion of LREDC. Any mistake made in completing the Tender and corrected before the submission of the Tender shall be signed by the same person who signs the Form of Tender. IT.16. SUBMISSION OF TENDERS Tenderer shall submit its Tender in three (3) separate sealed envelopes, the 1st envelope containing the Tender Bond, the 2nd one containing the Technical (un-priced) Tender, and the 3rd one containing the Commercial (priced) Tender. Each envelope must be identified with clear marking of the contents, whether TENDER BOND, TECHNICAL PROPOSAL or COMMERCIAL PROPOSAL on the outer cover. The envelopes must not bear any mark indicating the name or identity of the Tenderer but shall be clearly marked on the outside with the Tender number stated on the Form of Tender, the Tender title, the Closing Date and the content of the envelope, as indicated above. Tenderer must submit one (1) original and three (3) copies of its Tender. The original shall be clearly marked ORIGINAL. The Tender and accompanying documents shall be addressed and delivered to: The Chairman, General Tender Committee, Lusail Real Estate Development Company, Lusail Administration Building Lusail Development, State of Qatar No later than 12.00 hours on the Closing Date Tenderer must affix its company stamp to and initial every page of its original Technical and Commercial Proposals. The Tender must be received on or before the Closing Date, at the above address, either by registered mail or by messenger. Messengers should obtain a receipt to confirm delivery time. The method of delivery is the sole responsibility of the Tenderer. Tenderer shall complete and submit all details, forms and information as required by the Tender Documents. Failure to submit a complete Tender or failure to comply fully with the Instructions To Tenderers in any way may render the Tender null and void.
Page 7 of 22
It is LREDCs intention to open and evaluate the Technical Proposal first. The Technical Proposal package should not contain any Commercial Proposals, but should only contain the following: a) b) Completed and signed Statement of Compliance Completed Contract Appendices (Except Appendix B)
The Commercial Proposal package should contain the following: a) b) Completed and signed Form of Tender. Completed Schedule of Prices and Rates (Appendix B). Completed electronic Bill of Quantities. (The hardcopy document still takes precedence over the electronic format. This electronic format shall be used to expedite the commercial Tender adjudication process and therefore it is of the utmost importance that this electronic Bill of Quantities is exactly the same as the hardcopy document). i) As per the hardcopy document, space has been left for the Tenderer to add any of his omissions or additions to the Bill of Quantities. The electronic Bill of Quantities shall be returned without any additional protections or security added to the worksheets.
ii)
Tenderer warrants that the Tender and all documents and material submitted as part of the Tender are not subject to any intellectual property rights of any third party, which rights may hinder or otherwise limit in any way LREDCs reproduction or other use of such documents or materials for the purposes of evaluating and processing the Tender. IT.17. ALTERNATIVE OFFERS Tenderer shall submit a valid and compliant Tender in accordance with the terms and conditions of the Tender Documents without any qualifications whatsoever. Submissions that do not fully comply with the requirements of the Tender Documents may not be considered for evaluation by LREDC. If Tenderer desires to propose the use of alternative procedures or methods that will provide technical superiority and/or will result in savings to LREDC, or if it has any reservations on any of the Tender Documents terms and conditions, it may submit such reservations in an additional separate alternative Tender comprising an Alternative Technical Proposal and an Alternative Commercial Proposal each in a separate envelope and full details in triplicate shall be included. Deviations, qualifications or exceptions to any of the contents of the Tender Documents, shall be spelt out clearly and highlighted by Tenderer, so as to bring the same to LREDCs immediate attention. All deviations, qualifications or exceptions shall be submitted and highlighted in the Alternative Technical Proposal. The price implications of deviations, qualifications or exceptions, if any, shall be indicated in the Alternative Commercial Proposal. Tenderer shall confirm in the Alternative Technical Proposal against each deviation or
Page 8 of 22
qualification that the respective cost implication is included in the Alternative Commercial Proposal. IT.18. CORRECTION OF ARITHMETICAL AND/OR OTHER ERRORS Should the amount put in words differ from the amount put in figures, or if there is an arithmetical error or inconsistency in the Schedule of Prices and Rates or between the Schedule of Prices and Rates and the Form of Tender, the lesser amount shall be taken, unless LREDC, at its sole discretion, determines otherwise. In the event that any adjustment, correction, or amendment made by LREDC to a Tender will have bearing on LREDCs decision to award a contract, LREDC shall advise Tenderer of such adjustment, correction or amendment for its acknowledgment. IT.19. TENDER PRESENTATIONS AND CLARIFICATIONS LREDC may request Tenderer to submit additional information concerning its Tender. If Tenderer fails to submit any information requested by the date and time stipulated by LREDC, LREDC may decide not to consider the Tender further. LREDC may require Tenderer to demonstrate to LREDCs satisfaction Tenderers ability to meet the requirements of the Invitation To Tender, by making presentations in Doha to LREDCs management and Tenderer shall comply with LREDCs requests and shall make the presentations as required on the dates and at the times specified by LREDC, at Tenderers cost and expenses. IT.20. ACCEPTANCE OR REJECTION OF TENDERS AND INCURRED COSTS LREDC is under no obligation to award a contract or to accept the lowest or any Tender and will not assign any reason for the rejection of any Tender. LREDC shall have the right to accept one or more Tenders, to negotiate with one or more Tenderers, to accept any part of a Tender and award a contract accordingly. LREDC shall have the right to withdraw and/or cancel the Invitation To Tender. LREDC shall not be responsible for any costs or expenses incurred by the Tenderer in connection with its Tender, any site visit, attending meetings, obtaining additional insurance, etc., or for the formation of the contract should the Tenderer be successful. The Tenderer shall not have any recourse for any redress if LREDC, for whatever reason, awards the contract to another Tenderer or does not award any contract. IT.21. NOTIFICATION OF ACCEPTANCE LREDC will, at its sole discretion, require the successful Tenderer to enter into a contract based on the terms and conditions set forth in Part 3 of Volume 1 and any amendment thereto made during the course of the Tender process. The contract executed by LREDC and the successful Tenderer shall exclusively govern the relationship between the parties for the term of the contract. By way of a Letter of Acceptance (LOA), LREDC shall notify the successful Tenderer of LREDCs acceptance of its Tender, subject to the following conditions subsequent:
Page 9 of 22
a) submission of Performance Bond and/or any other guarantees in the form required by the contract, b) submission of necessary insurances, as required in Appendix C to the general Conditions of Contract, and c) signing of the contract. Unless stated to the contrary, for the purpose of determining the effective dates of the Performance Bond and the Insurances, the date of the LOA shall be used. If the successful Tenderer fails to submit the documentation as per (a) and (b) above within the time period stipulated in the LOA, LREDC may, at its sole discretion, without the need for summons or notice or other legal formalities, exercise any or all of (i) encashing the Tender Bond, (ii) exercising any other rights stipulated in the Tender Documents, (iii) notify the successful Tenderer that the contract is, ipso facto, terminated and recover from the successful Tenderer any losses LREDC has sustained as a consequence of the successful Tenderers failure to fulfil its obligations. The successful Tenderer will be instructed to sign the contract after the submission of the above-mentioned documentation. For the avoidance of doubt (i) the Effective Date, as entered on the Form of Agreement, shall be determined at the sole discretion of LREDC, and (ii) LREDC and the successful Tenderer shall be considered as contracting parties only upon execution and signature of the contract document by their duly authorized representatives. IT.22. FAILURE TO SIGN THE CONTRACT Following receipt and acceptance by LREDC of the submitted Performance Bond and Insurances, LREDC shall prepare the contract based on the Tender Documents, the successful Tender and subsequent agreed conditions (if any), and issue the same for signature. The signing of the contract by the successful Tenderer and LREDC evidences execution of the contract and establishes the Effective Date. If the successful Tenderer fails to sign the contract on the specified date without giving an acceptable justification, LREDC may, at its sole discretion, without the need for summons or notice or other legal formalities: a) Encash the Performance Bond, and/or b) Exercise any other rights stipulated in the contract, and/or c) Notify the successful Tenderer that the contract is, ipso facto, terminated and recover from the successful Tenderer any losses LREDC may have sustained as a consequence of the successful Tenderers failure to fulfil its obligations. IT.23. SUBMISSION OF GRIEVANCES Tenderer shall have the right to submit a grievance to the Chief Executive Officer (CEO) of LREDC in respect of any action(s) taken by LREDC under Clauses IT.20, IT.21, IT.22 or any other issue. The grievance must be submitted in writing within fifteen (15) calendar days of the action. The CEOs decision in respect to the grievance shall be final.
IT.24. RETURN OF TENDER DOCUMENTS The Tender Documents, including any drawings, specifications, etc., and any information or documentation in connection therewith, forwarded to the Tenderer and copyright therein are and shall continue to be the sole property of LREDC. If the Tenderer declines to submit a Tender, or if the Tenderer is unsuccessful, it shall immediately return all the Tender Documents, inclusive of any photocopies made, forthwith from the date Tenderer declines to submit a Tender or from the date it is notified that it is unsuccessful. IT.25. PUBLIC RELATIONS All public relations matters in connection with the Tender Documents are the property and the right of LREDC solely. Tenderer shall not make any public announcements in relation to these Tender Documents or any matters relating thereto without LREDCs prior written consent. LREDC reserves the right to reject the Tender at any stage and without notice and to pursue all remedies available to it under the law, should Tenderer make any public announcement or statement in any manner in relation to the Tender Documents at any time without LREDCs prior written consent.
Page 11 of 22
ATTACHMENT 1 - CONFIDENTIALITY UNDERTAKING LETTER [Please complete and return as mentioned in letter for Invitation to Tender to Fax No. (+974) 44977563] Date: M/s Lusail Real Estate Development Company P. O. Box 26060, Doha, State of Qatar Project: Tender No: Tender Title: Subject: Lusail Development 55004699 CP07-A-1B Waterfront Commercial/Seef Lusail Infrastructure Works North Confidentiality Undertaking
(LREDC or First Party) From: (Second Party) CONFIDENTIALITY UNDERTAKING The Second Party hereby undertakes that: 1. Confidential Information In connection with the preparation of the Tender and any Service/Work performed in respect of the CP07-A-1B Waterfront Commercial/Seef Lusail Infrastructure Works North (the Tender) the Second Party understands that documents, information, data and material which have been/will be made available by Lusail Real Estate Development Company (LREDC) are confidential. Confidential Information as used herein, means any document including pre-qualification and Tender documents issued by LREDC and all information which Second Party, directly or indirectly, acquires from LREDC or any other information, data or material concerning the technical and business activities and know-how of LREDC (the CONFIDENTIAL INFORMATION). 2. Exclusions The CONFIDENTIAL INFORMATION shall not include information which: (a) is or becomes public knowledge (otherwise than by breach of this Undertaking); (b) was in the possession of the Second Party without restriction as to its disclosure before receiving it from (or on behalf of) LREDC;
VOLUME 1: PART 1 INSTRUCTIONS TO TENDERERS (ATTACHMENT 1)
Page 12 of 22
(c) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or (d) is required to be disclosed as a matter of law. CONFIDENTIAL INFORMATION shall not be deemed to be within the foregoing categories merely because such information is embraced by more general information lawfully in the public domain or in Second Party's possession. In addition, any combination of features shall not be deemed to be within the foregoing categories merely because individual features are in the public domain or in Second Party's possession but only if the combination itself and its principle of operation are lawfully in the public domain or in Second Party's possession. 3. Undertakings In consideration of the CONFIDENTIAL INFORMATION being made available by or on behalf of LREDC, the Second Party undertakes to LREDC that: (a) the Second Party shall use the CONFIDENTIAL INFORMATION for the purpose of preparing (and, if required, negotiating) a Tender or Pre-qualification for the Tender and for no other purpose and shall not permit or assist a third party to make use of the CONFIDENTIAL INFORMATION for any other purpose; the Second Party shall treat and safeguard as private and confidential all the CONFIDENTIAL INFORMATION received or held by it and that all material containing CONFIDENTIAL INFORMATION shall be and remain LREDC property; subject to Clause 3(a), the Second Party shall not disclose to any person the fact that the CONFIDENTIAL INFORMATION has been made available or that discussions or negotiations are taking place and shall act in good faith and shall not fix or adjust the Tender price to be submitted by or under or in accordance with any agreement or arrangement with any other person's proposal; if the Tender process is terminated or if LREDC so requests, the Second Party shall return to LREDC, immediately all documents containing or reproducing or generated from the CONFIDENTIAL INFORMATION and shall procure the destruction of any copies which may have been made of any such documents and of any documents prepared using CONFIDENTIAL INFORMATION in whole or in part, including expunging such CONFIDENTIAL INFORMATION from any computer or other like device in the Second Partys possession, custody or control or that of any of the Second Partys officers, employees, advisers, consortium members or proposed subconsultants and or vendors of any tier without retaining any copies thereof. Notwithstanding such return or destruction as mentioned above, the obligations contained in this Undertaking shall continue in full force and effect; the Second Party shall not use the CONFIDENTIAL INFORMATION received in any way that is detrimental to LREDC; the Second Party shall only make contact with LREDC through those officers or employees of LREDC as LREDC may nominate from time to time, and shall ensure that its officers, managers, employees, representatives, consortium members, proposed sub-consultants and/or vendors of any tier will likewise only make contact with such nominated persons;
Page 13 of 22
(b)
(c)
(d)
(e)
(f)
(g)
if the Second Party or its officers, employees or advisers become (or it becomes reasonably likely that the Second Party, its officers, employees or advisers may become) legally compelled to disclose any CONFIDENTIAL INFORMATION, the Second Party shall give LREDC written notice as soon as possible and consult with LREDC as to any appropriate action that should be taken; the Second Party shall inform LREDC in writing immediately on becoming aware of any breach of the terms of this Undertaking; and The Second Party agrees not to disclose CONFIDENTIAL INFORMATION to third parties or to use CONFIDENTIAL INFORMATION for Five (5) years from the date of this CONFIDENTIALITY UNDERTAKING, except for discussion and internal evaluation purposes provided by this CONFIDENTIALITY UNDERTAKING or with the written permission from an authorized officer of LREDC. The Second Party shall be entitled to disclose the CONFIDENTIAL INFORMATION to such of the following persons who have a clear need to know in order to prepare and if required negotiate a pre-qualification, tender and/or provide work(s) or service(s) to LREDC: (i) Employees of the Second Party (ii) Any professional consultant, contractor, vendor, supplier, agent or any other professional entity retained by the Second Party for the purpose of providing any work(s) or service(s) to LREDC, whereas such work(s) or service(s) require reference to and/or evaluating the CONFIDENTIAL INFORMATION. Prior to making any such disclosures to persons under sub-paragraphs (ii) above, the Second Party shall obtain an undertaking of confidentiality, in the same form and content as this CONFIDENTIALITY UNDERTAKING, from each consultant, contractor, supplier, agent or other professional entity. Undertaking(s) of Confidentiality so obtained shall not absolve the Second Party from the liabilities and responsibilities under this CONFIDENTIALITY UNDERTAKING issued to the First Party. The Second Party acknowledges that neither the Second Party nor any of its officers, employees, consortium members, consultants, contractors, vendors, agents, advisors and/or other professional entities of any tier shall be entitled to any right or licence in respect of the CONFIDENTIAL INFORMATION.
(h)
(i)
(j)
4. Warranties Neither LREDC nor any of its officers, managers, employees or advisers make any representation or warranty either express or implied as to the accuracy or completeness of the CONFIDENTIAL INFORMATION or as to the reasonableness of any assumptions which may be contained within it. The Second Party shall treat the details of the CONTRACT as private and confidential, except to the extent necessary to carry out obligations under it or to comply with applicable of Qatar. The Second Party shall not publish, permit to be published, or disclose any particulars in relation to the CP07-A-1B Waterfront Commercial/Seef Lusail Infrastructure Works North and/or LREDC and/or Qatari Diar Real Estate Investment Company Q.S.C. in any
Page 14 of 22
press release, news article, website, trade or technical paper or elsewhere without the previous agreement of the First Party. 5. Governing Law This Undertaking shall be governed by and construed in all respects in accordance with the laws of the State of Qatar and shall be binding on the Second Party and its successors and assignees. Second Partys Name: ....................................... Duly authorised to sign on behalf of the Second Party: Name: .................................................... Position: ................................................
Signature: ............................................... Date: ....................................................... Company Stamp:
Page 15 of 22
ATTACHMENT 2- LETTER OF ACKNOWLEDGEMENT OF TENDER DOCUMENTS RECEIPT Please complete and return to Fax No. (+974) 44977- 563 To: Mr. Khalid Ebrahim Al Hammadi (LREDC REPRESENTATIVE) Infrastructure Projects Director Lusail Real Estate Development Company P. O. Box 26060, Doha, State of Qatar Tel. Number +974 44977 619 Fax Number +974 44977 563 Email: ldocumentcontrol@qataridiar.com TENDER NO : TENDER TITLE: Dear Sir, 1. We acknowledge receipt of your Tender Documents relating to the above Services/Works. 55004699 CP07-A-1B Waterfront Commercial/Seef Lusail Infrastructure Works North
We have received all the documents listed in the List of Contents. We have received all the documents listed in the List of Contents with the exception of:
a.___________________________________________________ b.___________________________________________________ 2. We confirm that we:
Shall submit a Tender so as to reach you on or before the Tender Closing Date. Will not be submitting a Tender and will return the Tender Documents immediately under separate cover as per IT. 24. Please state the reason for not participating :_________________________________________________
Yours faithfully, For and on behalf of: Name of Company: Name of Authorised Signatory: Telephone/Fax Nos : Date:
Page 16 of 22
ATTACHMENT 3- FORM OF TENDER BOND (BANK LETTER OF GUARANTEE) BANKS NAME AND ADDRESS Date Guarantee No. Tender No. LUSAIL REAL ESTATE DEVELOPMENT CO., P.O. Box 26060, Doha, State of Qatar. We ----------------------------------------------- (The Bank's) ---------------------------------- Bank of P.O. Box No -------------- Doha, Qatar, refer to Tender CP07-A-1B Waterfront Commercial/Seef Lusail Infrastructure Works - North issued by Lusail Real Estate Development Co. (Lusail Real Estate Development Co.) in Doha, Qatar to M/s. ---------------------------------------, having its main office at -------- P.O. Box ----------- City ----------- Country ------------hereby irrevocably and unconditionally undertake to pay to Lusail Real Estate Development Co. an amount of Qatari Riyals ----------------------------------------------------------------------- (in words) QRs. ----------------- (in figures) immediately upon first written demand by Lusail Real Estate Development Co. notwithstanding any contestation or objection by M/s. ---------------------------------------------------------------- or the Bank. This Letter of Guarantee (Tender Bond) is solely related to Tender No. 55004699 This Letter of Guarantee shall be effective as from --------------------------------- and it shall remain valid in full force and effect until ----------------------- (both days inclusive). Upon expiration of the said validity, this Guarantee becomes null and void without necessity of being returned to us. Yours faithfully, For : _____________________ (Bank's Name) : ............................... : ............................... : 55004699
Page 17 of 22
ATTACHMENT 4- STATEMENT OF COMPLIANCE Date: M/s Lusail Real Estate Development Company, P.O. Box 26060, Doha, State of Qatar
For the attention of:
Mr. Khalid Ebrahim Al Hammadi (LREDC REPRESENTATIVE) Infrastructure Projects Director 55004699 CP07-A-1B Waterfront Commercial/Seef Lusail Infrastructure Works North
TENDER NO : TENDER TITLE:
1.
Having carefully examined all the Tender Documents as per your letter of Invitation To Tender Ref................................................... undersigned offer to provide dated ..........................., and Bulletins thereto, we the the CP07-A-1B Waterfront Commercial/Seef Lusail
Infrastructure Works - North in full conformity with the terms and conditions of the Tender Documents and without any exceptions thereto whatsoever. 2. We confirm that our Tender is valid, binding to us, irrevocable, shall not be rescinded and is open for LREDCs acceptance for a period of ninety (90) calendar days from the Closing Date. 3. A Tender Bond in original, plus three (3) copies, for Qatari Riyals -------------------------------------------------------------------------------------------------------------------------------------------------(QR. ----------------------------------------) as per the Form provided in the Tender Documents is submitted in a separate envelope. 4. We confirm that the prices and rates quoted on the Form of Tender and in Appendix B, are fixed and are not subject to any change during the validity of the Tender and subsequently during the term of any contract awarded to us. 5. We represent and covenant to LREDC that we have observed and will continue to observe all relevant statutory and other regulatory authority and proper business practice requirements in the formulation of our Tender and in any future follow up thereto. 6. We: (Delete as appropriate) (i) Have also submitted alternative Tender(s) under a separate cover which comply fully with all the requirements and terms and conditions of the Tender Documents and includes/include no exceptions thereto whatsoever. (ii) Have certain exceptions to the requirements and terms and conditions of the Tender Documents which we have indicated in an alternative Tender submitted under a separate cover
7.
The following documents (original + 3 copies) have been completed and signed and are returned herewith:
Page 18 of 22
1. 2.
Tender Bond (in a separate envelope) Technical Package including:

CHECK LIST FOR TENDERER Tick for Appended Items
SCHEDULE
TITLE
0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 11.0 12.0 13.0 14.0 15.0 16.0
INTRODUCTION AND INSTRUCTIONS TENDER EXECUTIVE SUMMARY CONTRACTOR REPRESENTATIVE CORPORATE INFORMATION TENDERER ORGANIZATION STRUCTURE PROJECT ORGANIZATION KEY CONTRACTOR PERSONNEL LIST OF EQUIPMENT RESOURCES AND FACILITIES SUBCONTRACTORS AND SUPPLIERS UTILIZATION OF NATIONAL PRODUCTS AND PRODUCTS OF NATIONAL ORIGIN RELATED EXPERIENCE WORK IN HAND FINANCIAL INFORMATION AND INSURANCE QA/QC PROCEDURES HEALTH, SAFETY AND ENVIRONMENT ADDITIONAL INFORMATION
8.
Our Commercial offer together with the completed and signed Form of Tender are submitted in a separate sealed envelope.
9.
We acknowledge receipt of the following Tender bulletins and these have been considered in our Tender preparation:-
Bulletin No.
Subject
Date
Page 19 of 22
10.
We understand that LREDC is not bound to accept the lowest or any Tender received by it, or to give any reason or explanation for rejection of Tender.
Dated this ................ Day of ..........................2013 Signature(s) ........................................................................................ Name(s) .............................................................................................. in the capacity of ................................................ duly authorized to sign Tenders
For and on behalf of Messrs.................................................................................................. Business Address : ................................................................................ Witness: Signature : ............................................................................... Name & Address : ..................................................................................
Tenderers company seal
Page 20 of 22
ATTACHMENT 5- FORM OF TENDER
Date: M/s Lusail Real Estate Development Company, P.O. Box 26060, Doha, State of Qatar
For the attention of:
Mr. Khalid Ebrahim Al Hammadi (LREDC REPRESENTATIVE) Infrastructure Projects Director
TENDER NO: TENDER TITLE:
55004699 CP07-A-1B Waterfront Commercial/Seef Lusail Infrastructure Works North
1.
Having carefully examined all the Tender Documents as per your Tender Invitation letter Ref.............................................................................. dated........................................,and
Bulletins thereto, we the undersigned offer to provide the CP07-A-1B Waterfront Commercial/Seef Lusail Infrastructure Works - North in full conformity with the terms and conditions of the Tender Documents for the sum: Qatari Riyals -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------(QR. --------------------------------------------------), subject to, as may be required in the Tender Documents, remeasurement of certain items as specified in Appendix B, and as per the required time schedule indicated in the Tender Documents. 2. We confirm that our Tender is valid, shall not be rescinded and is open for LREDCs acceptance for ninety (90) calendar days from the Tender Closing Date. 3. We confirm that the prices and rates quoted under Appendix B, are fixed and are not subject to any change during the validity of the Tender and subsequently during the term of any contract awarded to us. 4. The following documents (original + 3 copies) are returned herewith: Commercial Package i. ii. Completed and signed Form of Tender Completed Schedule of Prices and Rates (Appendix B)
Commercial Details of any Alternative Proposal
Page 21 of 22
5.
We understand that LREDC is not bound to accept the lowest or any Tender received by it, or to give any reason or explanation for rejection of Tender.
Dated this ................ Day of ..........................2013 Signature(s) ........................................................................................ Name(s) .............................................................................................. in the capacity of ................................................................duly authorized to sign Tenders.
For and on behalf of Messrs.................................................................................................. Business Address:................................................................................ Witness: Signature ............................................................................... Name & Address ..................................................................................
TENDERER COMPANY SEAL:
***
Page 22 of 22
VOLUME 1
PART 2 FORM OF AGREEMENT
VOLUME 1: PART 2 - FORM OF AGREEMENT
FORM OF AGREEMENT
CONTRACT NO.: PROJECT: LUSAIL DEVELOPMENT
CONTRACT TITLE:
CP07-A-1B Waterfront Works - North
Commercial/Seef
Lusail
Infrastructure
This CONTRACT is made by and between Lusail Real Estate Development Company W.L.L, a corporation established under the laws of the State of Qatar and duly registered under Commercial Registration Number 40333 and having its principal office in Doha, Qatar, P.O. Box 26060 (hereinafter called LREDC) AND ____________________________________________________________________, established under the laws of _____________________________________and duly registered under Commercial Registration Number [ ] having its main office at _____________________________________ (hereinafter called the CONTRACTOR). LREDC and the CONTRACTOR agrees as follows:
(1)
This CONTRACT, comprises this FORM OF AGREEMENT, the attached General Conditions of Contract and the Appendices thereto, and embodies the entire agreement between the PARTIES. In this FORM OF AGREEMENT all capitalized words and expressions shall have the same meanings as are assigned to them in this FORM OF AGREEMENT or in the attached General Conditions of Contract. In consideration of CONTRACTOR performing the WORK in accordance with the CONTRACT, LREDC shall pay to the CONTRACTOR the CONTRACT PRICE, being Qatar Riyals _________________________________________________ (QR__________________), The CONTRACT shall be deemed to have come into force on ____________ 20 , which date shall be the EFFECTIVE DATE of the CONTRACT. The CONTRACTOR shall commence the WORK on the COMMENCEMENT DATE which is __________ 20 . The CONTRACTOR shall achieve COMPLETION by the SCHEDULED COMPLETION DATE which is __________ 20 .
(2)
(3)
(4)
(5) (6)
Page 1 of 2
IN WITNESS WHEREOF, the PARTIES have executed this CONTRACT in duplicate on the dates stated below.
For LREDC:
For the CONTRACTOR:
Signature :_________________________ Name Title Date :_________________________ :_________________________ :_________________________
Signature:________________________ Name Title Date :________________________ :________________________ :________________________
Page 2 of 2
VOLUME 1
PART 3 GENERAL CONDITIONS OF CONTRACT
VOLUME 1: PART 3 - GENERAL CONDITIONS OF CONTRACT
GENERAL CONDITIONS OF CONTRACT FOR CONSTRUCTION
GENERAL CONDITIONS OF CONTRACT
Page 1 of 50
ARTICLE NO. ARTICLE 1 ARTICLE 2 ARTICLE 3 ARTICLE 4 ARTICLE 5 ARTICLE 6 ARTICLE 7 ARTICLE 8 ARTICLE 9 ARTICLE 10 ARTICLE 11 ARTICLE 12 ARTICLE 13 ARTICLE 14 ARTICLE 15 ARTICLE 15A ARTICLE 16 ARTICLE 17 ARTICLE 18 ARTICLE 19
INDEX TO GENERAL CONDITIONS OF CONTRACT TITLE DEFINITIONS AND INTERPRETATION THE WORK AND CONTRACTOR PERFORMANCE CONTRACTOR PERSONNEL, MATERIALS AND EQUIPMENT EXECUTION PROGRAMME, DELAY AND LIQUIDATED DAMAGE INSPECTION, COMPLETION AND ACCEPTANCE GUARANTEES AND BONDS REMUNERATION VARIATIONS LREDC PROVIDED MATERIALS, PLANT AND EQUIPMENT ASSIGNMENT AND SUBCONTRACTING FORCE MAJEURE SUSPENSION AND TERMINATION LIABILITIES, INDEMNITIES AND INSURANCE CONFIDENTIALITY AND AUDITS TITLE AND LICENSES CLAIMS LAWS, REGULATIONS AND SETTLEMENT OF DISPUTES BUSINESS ETHICS MISCELLANEOUS PROVISIONS REPRESENTATIVES AND NOTICES
APPENDICES APPENDIX A - SCOPE OF WORK AND TECHNICAL INFORMATION APPENDIX B - SCHEDULE OF PRICES AND RATES APPENDIX C - INSURANCE APPENDIX D - CONTRACTOR TECHNICAL PROPOSAL APPENDIX E - CONTRACT EXECUTION PLAN APPENDIX F - ADMINISTRATIVE PROCEDURES
Page 2 of 50
ARTICLE 1 DEFINITIONS AND INTERPRETATION 1. a. DEFINITIONS: The following words and expressions shall have the meaning herein assigned and shall be used for the purpose of interpreting the CONTRACT. Further definitions not contained in this Article shall apply to the context and/or Appendix in which they are stated. 1.a.1 AFFILIATE in relation to LREDC means a company or entity that is directly or indirectly controlling or controlled by, or under direct or indirect common control with LREDC. For purposes of this definition, the term controlling or controlled means direct or indirect ownership of or the right to exercise (i) greater than fifty percent (50%) of the outstanding shares or interests entitled to vote for the election of directors or similar managing authority of the subject entity; or (ii) greater than fifty percent (50%) of the ownership interest representing the right to make decisions for the subject entity; or (iii) or the ability to direct the business or the management or the policies of the company. APPROVAL means the prior written assent of LREDC. APPROVAL shall in no way be construed as relieving the CONTRACTOR of any of its obligations, responsibilities or liabilities under the CONTRACT or at law. APPROVE or APPROVED shall be construed accordingly. "BEST PRACTICES AND ACCEPTED PROFESSIONAL STANDARDS" means the practices, methods, equipment and procedures usually employed by professional construction contractors in the same field as the CONTRACTOR and that degree of due care, skill, diligence, prudence and foresight which would reasonably be expected to be observed by a skilled, qualified and experienced construction contractor engaged in carrying out activities, the same as, or similar to the WORK, under the same, or similar circumstances. "CLAIM NOTICE" means a notice to be issued under and in accordance with Article 15A. COMMENCEMENT DATE means the date as shown in the FORM OF AGREEMENT from which the CONTRACTOR must proceed with the WORK with due expedition and without delay. COMPLETION means completion of the WORK and/or a SECTION (s) (as the case may be) in accordance with Sub-Article 5.7. COMPLETION CERTIFICATE means a certificate in the form shown in Appendix F, issued by LREDC in accordance with Sub-Article 5.7. "COMPLETION DATE" shall be the date shown on any COMPLETION CERTIFICATE issued by LREDC in accordance with Sub-Article 5.7. CONSTRUCTION SITE means that part of the WORKSITE on which the FACILITY is being erected, installed and completed by the CONTRACTOR including those adjacent areas and including both the PARTIES site offices and the CONTRACTORs fabrication and storage
1.a.2
1.a.3
1.a.4
1.a.5
1.a.6
1.a.7
1.a.8
1.a.9
Page 3 of 50
areas. 1.a.10 CONTRACT means the FORM OF AGREEMENT, the General Conditions of Contract including the following Appendices as set out below, all documents incorporated therein unless expressly excluded and any other documents which the PARTIES have expressly agreed in writing to form part of the CONTRACT: Appendix A Appendix B Appendix C Appendix D Appendix E Appendix F 1.a.11 Scope of Work and Technical Information Schedule of Prices and Rates Insurance Contractor Technical Proposal Contract Execution Plan Administrative Procedures
CONTRACT EXECUTION PLAN means the plan shown in Appendix E, which shall be adhered to by the CONTRACTOR for the execution of the WORK. CONTRACT PRICE means the price shown on the FORM OF AGREEMENT subject to any additions thereto or deductions therefrom which may be made in accordance with the provisions of the CONTRACT. Any revisions to the CONTRACT PRICE shall be shown in a CONTRACT VARIATION FORM. CONTRACT VARIATION FORM means that document in the form shown in Appendix F, which records both PARTIES agreement to a VARIATION in accordance with the provisions of Article 8. CONTRACTOR means the party to this CONTRACT named as such in the FORM OF AGREEMENT who is employed by LREDC to perform the WORK, legal successors to the CONTRACTOR and permitted assignees. CONTRACTOR PERSONNEL means all individuals whether employees of the CONTRACTOR or not, engaged by the CONTRACTOR in the WORK and shall include all personnel, staff, labor and other employees of any SUBCONTRACTOR and agency personnel employed by the CONTRACTOR. DISCHARGE CERTIFICATE means that certifica te in the form shown in Appendix F, issued by LREDC to the CONTRACTOR in accordance with Sub-Article 6.10. EFFECTIVE DATE means the date when the CONTRACT comes into force which date is shown on the FORM OF AGREEMENT. EXECUTION PROGRAMME means the detailed work programme for carrying out the WORK, which shall be prepared and updated from time to time by the CONTRACTOR in accordance with Article 4. "FACILITY means the physical work, plant, or improvements to be constructed, erected and/or installed by the CONTRACTOR arising from the WORK pursuant to this CONTRACT.
1.a.12
1.a.13
1.a.14
1.a.15
1.a.16
1.a.17
1.a.18
1.a.19
Page 4 of 50
1.a.20
FLOAT means the time available to any activity included in any programme in addition to its planned duration. The term Float includes free float and total float. Free float is the amount of time that an activity can be delayed beyond its early start/ early finish dates without delaying the early start or early finish of any linked immediately following activity and total float means the amount of time that an activity may b e delayed beyond its early start/early finish dates without delaying the relevant SCHEDULED COMPLETION DATE of the WORK and/or a SECTION(s). FORM OF AGREEMENT means the signed and dated agreement between the PARTIES, which among other stipulations, sets out the EFFECTIVE DATE, CONTRACT PRICE and SCHEDULED COMPLETION DATE of the WORK (and/or SECTION(s), if applicable). "GUARANTEE PERIOD" has the meaning given to it in Sub-Article 6.1. "KEY CONTRACTOR PERSONNEL" means the persons listed in Appendix D, as may be replaced or changed subject to LREDC's APPROVAL. "LIQUIDATED DAMAGES" has the meaning given to it in Sub-Articles 4. LREDC refer to Lusail Real Estate Development Company W.L.L. , its successors, and assigns. LREDC INSTRUCTION means that document in the form shown in Appendix F, issued by LREDC to the CONTRACTOR instructing any works, changes in the WORK, or any matter in relation to the WORK, upon receipt of which the CONTRACTOR shall without any delay implement the instruction specified therein. LREDC INSTRUCTION may give rise to a VARIATION, but not necessarily. PARTY/PARTIES means in the singular either LREDC or the CONTRACTOR, as appropriate, and in the plural both LREDC and the CONTRACTOR. REPRESENTATIVE shall be that person, as notified by a PARTY to the other PARTY, who shall have the duties, rights and obligations outlined in Article 19. SCHEDULED COMPLETION DATE means the date by which the CONTRACTOR is required to achieve COMPLETION of the WORK (and/or SECTION(s), if applicable), which date is stated on the FORM OF AGREEMENT (and in the case of a SECTION, in Appendix E), as such date(s) may be adjusted in accordance with this CONTRACT. SECTION means a part of the WORKS specified in Appendix A as a Section (if any). SUBCONTRACT means any contract between the CONTRACTOR and any party (other than LREDC or any employees of the CONTRACTOR) for the performance of any part of the WORK including but not limited to supply of material.
1.a.21
1.a.22 1.a.23
1.a.24 1.a.25
1.a.26
1.a.27
1.a.28
1.a.29
1.a.30
1.a.31
Page 5 of 50
1.a.32
SUBCONTRACTOR means any entity, including an entity nominated by LREDC pursuant to Sub-Article 10.4, to whom execution of any part of the WORK, including preparation of the design or supply of any materials, is subcontracted directly by the CONTRACTOR or at any lower tier, and includes its legal successors or permitted assigns. TECHNICAL INFORMATION means all design data, design standards, design, drawings and all specifications as contained in Appendix A and any additions and modifications thereto in accordance with the CONTRACT, as well as any instructions and other information provided by LREDC. "TEMPORARY FACILITIES" means all temporary works of any kind (other than the CONTRACTOR's equipment) required on the CONSTRUCTION SITE for the execution and COMPLETION of the WORK and the remedying of any defects. TIME IMPACT ANALYSIS means the method of delay analysis where the impacts of particular delays are mapped out at the time of which they occur, allowing the discrete effects of individual events to be determined, which analysis must comply with the requirements set out in the CONTRACT (including Sub-Article 4.7). VARIATION means a change in the WORK, pursuant to Article 8. WORK means all work to be carried out including supply of all m aterial and performance of all services to be provided by the CONTRACTOR in accordance with the CONTRACT. WORKSITE means all places where the WORK or any part thereof is being or is to be performed including the CONSTRUCTION SITE and all places where equipment, materials or supplies are being obtained from, stored or used for the purposes of the CONTRACT.
1.a.33
1.a.34
1.a.35
1.a.36 1.a.37
1.a.38
1. b. CONTRACT INTERPRETATION 1.b.1 The headings as well as the cover page of the CONTRACT are included for convenience only and shall not affect its interpretation. Unless the context otherwise requires, the singular includes the plural and vice versa. Words importing any gender shall include any other gender. All dates and time periods referred to in the CONTRACT correspond to the Gregorian calendar. Day or day shall mean a calendar day unless otherwise specified. The CONTRACT shall be read and construed as a whole. Anything mentioned in any of the documents comprising the CONTRACT shall be of like effect as if stated or mentioned in all of them. In the event of any conflict, ambiguity, or discrepancy between any of the documents forming part of this CONTRACT, the same shall be referred to LREDC for clarification and resolution. Notwithstanding the above provisions, the following order of precedence shall prevail (a) having the highest order of precedence: (a) (b) Form of Agreement General Conditions of Contract
1.b.2
Page 6 of 50
(c) (d) (e) (f) (g) (h)
Appendix C- Insurance Appendix A- Scope of Work and Technical Information Appendix B- Schedule of Prices and Rates Appendix E- Contract Execution Plan Appendix D- Contractor Technical Proposal Appendix F- Administrative Procedures
Notwithstanding the above, as soon as the CONTRACTOR becomes aware of any conflict, ambiguity, or discrepancy between any of the documents forming part of the CONTRACT, the CONTRACTOR shall immediately (and in any event, before carrying out the relevant WORK) notify LREDC and seek instructions as to which part takes priority and/or how the relevant parts should be construed. The CONTRACTOR shall comply with the instructions of LREDC in relation to such conflict, discrepancy, or inconsistency. In case of any conflict, ambiguity, or discrepancy between any of the paragraphs or the documents within the same Appendix, the most Favourable interpretation thereof shall apply for which the CONTRACTOR shall be deemed to have considered in the CONTRACT PRICE, and the CONTRACTOR shall not be entitled to any additional time, cost, profit, compensation and/or relief in respect of such conflict, discrepancy, or inconsistency and/or compliance with LREDC instructions, unless LREDC decides otherwise and so instructs the CONTRACTOR. For purposes of this CONTRACT. The term Favourable means the interpretation which is the most advantageous to LREDC as determined by LREDC regardless of whether it is the most onerous, stringent and/or disadvantageous interpretation to the CONTRACTOR. 1.b.3 All references to this CONTRACT shall be deemed to include the Appendices and all documents incorporated herein, unless such reference specifically provides otherwise. Reference to Articles shall be to the Articles of the General Conditions of Contract, reference to Appendices shall be to Appendices specified in Sub-Article 1.a.10 and are deemed incorporated by reference in this CONTRACT. The governing language of the CONTRACT shall be the English language. All notices, correspondence, information, literature, data, manuals and other document/drawings required under the CONTRACT shall be in the English language.
1.b.4
ARTICLE 2 THE WORK AND CONTRACTOR PERFORMANCE 2.1 The CONTRACTOR shall execute and complete the WORK as generally described and in accordance with Appendix A and as set forth in the CONTRACT and shall remedy any defects in the WORK. This CONTRACT does not claim to include every detail or all specifications for the WORK. Subject to this CONTRACT, the WORK shall include any work which is necessary to satisfy the requirements of the CONTRACT or is implied by the CONTRACT and it is the CONTRACTOR's responsibility to provide all things and perform all obligations necessary for the COMPLETION of the WORK. The CONTRACTOR is responsible for the setting out of the WORK, the adequacy, stability and safety of all operations on the CONSTRUCTION SITE and of all methods and means of construction.
Page 7 of 50
2.2
The CONTRACTOR shall perform the WORK with the BEST PRACTICES AND ACCEPTED PROFESSIONAL STANDARDS and meeting LREDCs intents and the CONTRACTOR obligations outlined in and/or implied from the CONTRACT. The CONTRACTOR warrants that the CONTRACTORs, SUBCONTRACTORS and CONTRACTOR PERSONNELs performance of the WORK shall comply with the CONTRACT. The CONTRACTOR shall be responsible for all acts, omissions or defaults of any SUBCONTRACTOR or CONTRACTOR PERSONNEL as if they were acts, omissions or defaults of the CONTRACTOR, and agrees to release, protect, indemnify, defend and hold harmless LREDC, its AFFILIATES and its and their officers, employees and agents from all claims, losses, damages, costs (including legal fees and expenses), expenses and liabilities of every kind and nature resulting therefrom. Subject to this CONTRACT, the CONTRACTOR shall at all times perform the WORK in a manner that will safeguard and protect LREDCs interest and take all necessary and proper steps to prevent abuse or uneconomical use of LREDCs facilities and resources. The CONTRACTOR shall use effective quality control and assurance programmes in performing the WORK that comply with all applicable laws, technical codes and BEST PRACTICES AND ACCEPTED PROFESSIONAL STANDARDS applicable to facilities of a type similar to the FACILITY or as may be specified by LREDC. Furthermore, within twenty eight (28) days from the EFFECTIVE DATE, the CONTRACTOR shall finalize a Project Quality Plan addressing methods and procedures, including administrative procedures to be adopted for effective quality control and quality assurance in performing the WORK. The Project Quality Plan will be subject to APPROVAL. Once APPROVED by LREDC, the Project Quality Plan shall be deemed part of the CONTRACT, and appended to Appendix D. The CONTRACTOR shall be deemed to have done its due diligence, carefully examined and inspected the WORKSITE and surrounding locations and satisfied itself as to the nature and quality of the WORKSITE and the WORK, including but not limited to the project management, supervision, procurement, importation, clearance and port requirements and limitations, fabrication, construction, installation, commissioning, and all other necessary services, access requirements, personnel, immigration, labor, materials, plant, facilities, tools, equipment, power, transport, water, and other services required for the performance of the WORK, general and local conditions especially ground, climatic, sea, other water and weather conditions, all taxes, duties, tariffs and levies and all other matters which could affect progress or performance of the WORK. Any failure by the CONTRACTOR to take account of matters that may affect the WORK shall not relieve the CONTRACTOR from its obligations under the CONTRACT nor entitle the CONTRACTOR to an extension to the SCHEDULED COMPLETION DATE of the WORK (and/or SECTION(s), if applicable), any addition to the CONTRACT PRICE or any other claim or relief. The CONTRACTOR shall set out the WORK in relation to original points, lines and levels of reference specified in the CONTRACT or notified by
2.3
2.4
2.5
2.6
2.7
Page 8 of 50
LREDC. The CONTRACTOR shall verify and be responsible for the correct positioning of all parts of the WORK, and shall rectify any error in the positions, levels, dimensions or alignment of the WORK. 2.8 Notwithstanding Sub-Article 2.6 above, if, (i) during the execution of WORK, the CONTRACTOR shall encounter at the CONSTRUCTION SITE underground conditions substantially different from those shown under the soil survey report or bore hole information provided by LREDC and which adversely affect the performance of the WORK ("Adverse Site Conditions"); (ii) the Adverse Site Conditions could not have been reasonably foreseen before EFFECTIVE DATE by an experienced contractor on the basis of reasonable examination of the CONSTRUCTION SITE and of the data relating to the WORK provided by LREDC and of information which it could have obtained by inspection of the CONSTRUCTION SITE and (iii) as a consequence of such conditions the CONTRACTOR will incur unavoidable substantial additional cost and expense and/or require unavoidable additional time to perform its obligations under the CONTRACT, then provided that the CONTRACTOR notifies LREDC of the existence of Adverse Site Conditions as soon as reasonably possible after they are discovered (and in any event prior to the CONTRACTOR taking any action to overcome the Adverse Site Conditions), LREDC shall make a determination as to whether or not it shall sign a CONTRACT VARIATION FORM or issue an LREDC INSTRUCTION on the same as necessary to overcome the Adverse Site Conditions. The CONTRACTOR shall in any event mitigate any impacts resulting from Adverse Site Conditions. LREDC shall give the CONTRACTOR right to access to the CONSTRUCTION SITE, or parts thereof, within the time (or times) stated in the CONTRACT EXECUTION PLAN, the right and possession may not be exclusive to the CONTRACTOR. If under the CONTRACT, LREDC is required to give to the CONTRACTOR possession of any foundation, structure, plant or means of access, LREDC shall do so in the time and in the manner stated in the TECHNICAL INFORMATION and other requirement of this CONTRACT. However, LREDC may withhold any such right or possession until the appropriate performance security in the form specified in Article 6 and the insurances required in accordance with Appendix C have been received by LREDC. If no such time is stated in Appendix A, LREDC shall give the CONTRACTOR right to access to and possession of the CONSTRUCTION SITE within such times as may be required to enable the CONTRACTOR to proceed in accordance with the EXECUTION PROGRAMME. The CONTRACTOR shall be deemed to have satisfied itself as to the suitability and availability of access routes to the CONSTRUCTION SITE. The CONTRACTOR shall bear all costs and charges due to non-availability or non-suitability for the use and maintenance of access routes, including provision of all necessary signs or directions, and for special and/or temporary rights-of-way which the CONTRACTOR may require, including those for access to the CONSTRUCTION SITE. The CONTRACTOR shall also obtain, at its risk and cost, any additional facilities outside the CONSTRUCTION SITE which the CONTRACTOR may require for the purposes of the WORK.
2.9
2.10
Page 9 of 50
2.11
The CONTRACTOR shall keep at the CONSTRUCTION SITE a copy of the CONTRACT document, all publications named therein, the TECHNICAL INFORMATION including all specifications, drawings, CONTRACT VARIATION FORMS and all documentation and other communication given under the CONTRACT. LREDC and its nominated representatives shall have the right to access these documents at all reasonable times. LREDC shall have no other obligation to provide the CONTRACTOR with any other documents or information not expressly provided for under the CONTRACT. LREDC will however on receipt of reasonable notice from the CONTRACTOR, endeavor to provide the CONTRACTOR any information or documents that it has in its possession which would assist the CONTRACTOR in performing the WORK. If the CONTRACT specifies that the CONTRACTOR shall design any part of the WORK, then unless otherwise stated in the CONTRACT: (i) The CONTRACTOR shall submit to LREDC the design documents for the part of the WORK to be designed, in accordance with the procedures and within the time frames specified in the CONTRACT; The design documents prepared by the CONTRACTOR shall be in accordance with all requirements of the CONTRACT and shall include additional information to ensure coordination and consistency with the TECHNICAL INFORMATION; The CONTRACTOR shall be responsible for the design and specification of the part of the WORK to be designed by the CONTRACTOR including the completion of all design documents required for the construction of that part and the further developing of all drawings, information, and documents so as to complete the design of that part of WORK in accordance with the CONTRACT; and The CONTRACTOR shall be fully liable and responsible for the CONTRACTOR designed part of the WORK, including its consistency with the TECHNICAL INFORMATON, and, when the WORK is completed, ensures and warrants that the CONTRACTOR designed part of the WORK is fit for such purposes for which such part was intended by LREDC as defined in or reasonably to be inferred from the CONTRACT.
2.12
2.13
(ii)
(iii)
(iv)
2.14
When completed, the WORK and the FACILITY shall be in full compliance with all TECHNICAL INFORMATION and all requirements as defined in or reasonably to be inferred from the CONTRACT. The CONTRACTOR undertakes that the completed FACILITY will be operable, in accordance with (a) all applicable laws; and (b) the documents forming the CONTRACT, as altered or modified by VARIATIONS. Any modifications to the TECHNICAL INFORMATION, including additions, deletions, substitutions or corrections, that the CONTRACTOR proposes to make in order to comply with the requirements of the CONTRACT shall be subject to APPROVAL. For such modifications, the CONTRACTOR shall provide the relevant documents, drawings or information sufficiently far in advance of being used for construction of the WORK in order to allow the
2.15
Page 10 of 50
CONTRACTOR to implement or to respond to comments from LREDC. LREDC shall endeavour to comment within fourteen (14) days of receipt of the request for APPROVAL and any associated documents, drawings or information. Where the CONTRACTOR proposes to depart from any document previously submitted for LREDC's review, it shall submit documents setting out details of such departure for LREDC's review. 2.16 LREDC is not bound to comment on any documents submitted for its review. If LREDC informs the CONTRACTOR that it considers any document not to be compliant with the CONTRACT, the CONTRACTOR shall either give effect to such comments, which action shall be at the CONTRACTOR'S own cost and will not give rise to any adjustment of the CONTRACT PRICE or extension of time to the SCHEDULED COMPLETION DATE of the WORK (and/or SECTION(s), if applicable) or if the CONTRACTOR considers that its document is compliant with the CONTRACT, give notice in writing to LREDC to that effect. Where the CONTRACTOR has served such notice, LREDC may nevertheless by written notice require the CONTRACTOR to give effect to LREDC's previous comments on the document concerned. The CONTRACTOR shall comply with such instruction, and if it is subsequently agreed or determined that the CONTRACTOR's original document was in compliance with the CONTRACT, the CONTRACTOR shall serve notice of the same and LREDC shall make a determination as to whether or not it shall sign a CONTRACT VARIATION FORM or issue an LREDC INSTRUCTION on the same. If it is subsequently agreed or determined that the CONTRACTOR's original document was not in compliance with the CONTRACT, then the CONTRACTOR shall have no entitlement to an adjustment of the CONTRACT PRICE or extension of time to the SCHEDULED COMPLETION DATE of the WORK (and/or SECTION(s), if applicable) by reason of LREDC's instruction. No examination or lack of examination nor any comments, APPROVAL or disapproval by LREDC in relation to any documents shall relieve the CONTRACTOR of any of its obligations, risks or liabilities under the CONTRACT. The CONTRACTOR assumes total responsibility for the WORK performed by the CONTRACTOR and SUBCONTRACTORS including work that is based upon data and information not contained in the CONTRACT or any conclusions, interpretations by the CONTRACTOR in applying the data, information and requirements contained in the CONTRACT. The CONTRACTOR shall notify LREDC immediately whenever (i) accidents or incidents occur including any which might affect the interests or other operations of LREDC or others, and/or (ii) any impending or actual stoppages of work, industrial disputes or matters affecting or likely to affect the performance of the WORK. The CONTRACTOR shall be responsible for safety during the performance of the WORK and shall provide all necessary safeguards to ensure the safety and protection of the CONSTRUCTION SITE and of all persons and property associated with the WORK. The CONTRACTOR shall ensure that good housekeeping is maintained continuously with due regard to tidiness and disposal of all material in a safe and sound manner and the keeping of access ways and emergency exits clear.
2.17
2.18
2.19
Page 11 of 50
2.20
The CONTRACTOR shall, and shall ensure that CONTRACTOR PERSONNEL and SUBCONTRACTORS comply fully with LREDCs health, safety and environment rules, codes, policies, procedures and regulations in place. If the CONTRACTOR fails to comply with, implement, impose or is deemed to be in breach of any of LREDCs health, safety and environment rules, codes, policies, procedures, regulations and requirements LREDC REPRESENTATIVE shall give notice of such failure. Any such notice will detail the failure, the action required by the CONTRACTOR to rectify the failure and the time in which the rectification is to be carried out. If the CONTRACTOR does not rectify the notified failure within the stated time for rectification, LREDC REPRESENTATIVE may instruct the CONTRACTOR to suspend progress of part or all of the WORK in accordance with Article 12. Unless otherwise stated in the Appendices, the CONTRACTOR shall be responsible for the security of the CONSTRUCTION SITE and shall ensure that access to the CONSTRUCTION SITE is always limited to authorized persons only. Authorized persons for the purposes of this Sub-Article are CONTRACTOR PERSONNEL, LREDC personnel and other persons notified to the CONTRACTOR by LREDC including, but not limited to personnel of other contractors working for LREDC at the CONSTRUCTION SITE. The CONTRACTOR shall maintain in a form agreed by LREDC adequate records for all materials, supplies, facilities, and equipment and provide a monthly inventory to show the use of all materials, supplies, facilities, and equipment received and the balance of materials, supplies and equipment unused. The CONTRACTOR shall be responsible for providing suitable and safe storage in accordance with BEST PRACTICES AND ACCEPTED PROFESSIONAL STANDARDS for all materials and equipment and shall comply with any particular storage requirements in the CONTRACT and shall make good any loss, damage or deterioration which may occur to the materials, supplies, facilities and equipment while in the possession or control of the CONTRACTOR. The CONTRACTOR shall give due care to storage of materials, supplies, facilities and equipment requiring special environmental considerations. The CONTRACTOR shall be responsible for any loss and/or damage to all materials, supplies, facilities and equipment. The CONTRACTOR shall keep all materials, supplies, and equipment within the CONSTRUCTION SITE and off adjacent land. During the performance of the WORK, the CONTRACTOR shall keep the CONSTRUCTION SITE free from all unnecessary obstruction, and shall store or dispose of any idle CONTRACTORs equipment, facilities, supplies and surplus materials. The CONTRACTOR shall clear away and remove from the CONSTRUCTION SITE any wreckage, rubbish and TEMPORARY FACILITIES which are no longer required. Should the CONTRACTOR fail to perform any of the foregoing, LREDC may, after issuing a notice to the CONTRACTOR to rectify its failure and provide a reasonable time for the CONTRACTOR to do the same, but shall not be obligated to, clear and remove from the CONSTRUCTION SITE any wreckage, rubbish and TEMPORARY FACILITIES which are no longer required and back-charge the CONTRACTOR for such work. The CONTRACTOR shall be required to pay any invoiced amount related thereto.
2.21
2.22
2.23
2.24
Page 12 of 50
2.25
The CONTRACTOR shall, in addition to any other requirements stated in the Appendices, prepare and keep up-to-date a complete set of As Built records of the execution of the WORK, showing the exact as built locations, sizes and details of the WORK as executed. These as built documents as well as final operation and maintenance manuals shall be prepared by the CONTRACTOR and submitted to LREDC in the numbers and at the times specified by LREDC REPRESENTATIVE. The CONTRACTOR recognizes that the WORK on or at the vicinity of the CONSTRUCTION SITE may be performed under joint occupancy conditions with other LREDC contractors, consultants or suppliers, and agrees to accommodate, co-operate with, co-ordinate with and liaise with LREDC and any other contractors, consultants or suppliers employed by LREDC on or near the CONSTRUCTION SITE, so that the WORK as a whole will progress smoothly and efficiently. The CONTRACTOR warrants that the EXECUTION PROGRAMME makes allowance for interface management and coordination with LREDC, other site developers, and any contractors, consultants or suppliers whether or not employed by LREDC on or near the CONSTRUCTION SITE that may be expected due to concurrent activities of LREDC and/or such other LREDC contractors. Any failure by the CONTRACTOR to take account of such interface management and coordination which may affect the WORK shall not relieve the CONTRACTOR from its obligations under the CONTRACT, and shall not serve as the basis for a claim in respect of additional compensation or extension of time to the SCHEDULED COMPLETION DATE of the WORK (and/or SECTION(s), if applicable) afterwards . The CONTRACTOR shall act as an independent contractor with respect to the performance of the CONTRACTOR's obligations. Neither the CONTRACTOR, nor any SUBCONTRACTOR or any CONTRACTOR PERSONNEL shall be deemed to be an agent or an employee of LREDC in the performance of the CONTRACTOR's obligations. None of the CONTRACTOR warranties set out in this CONTRACT shall be interpreted as limiting any other.
2.26
2.27
2.28
ARTICLE 3 - CONTRACTOR PERSONNEL, MATERIALS AND EQUIPMENT 3.1 The CONTRACTOR warrants that it has the experience and capability including sufficient and competent supervisors and other personnel to efficiently and expeditiously perform the WORK. CONTRACTOR further warrants that it shall continuously provide such personnel and shall ensure that KEY CONTRACTOR PERSONNEL are not replaced or removed without the APPROVAL of LREDC to a suitable successor. In order to ensure that continuity of the WORK is maintained, any APPROVED replacement shall work alongside the person who is to be replaced for a reasonable handover period, at no cost or schedule impact to LREDC. The CONTRACTOR shall exert all reasonable efforts to perform the WORK with its own permanent employees in preference over agency personnel. The CONTRACTOR warrants that all CONTRACTOR PERSONNEL have sufficient qualifications, experience and training to perform their tasks safely, competently, and efficiently. The CONTRACTOR shall also ensure that the qualifications and experience levels of all CONTRACTOR PERSONNEL meet
3.2
Page 13 of 50
or exceed any particular minimum standards or other requirements that are specified by LREDC. The CONTRACTOR shall supply LREDC with evidence of the qualifications, training, and experience of CONTRACTOR PERSONNEL, if required to do so by LREDC. If required to do so by LREDC and prior to the start of the WORK, the CONTRACTOR shall arrange for KEY CONTRACTOR PERSONNEL to be interviewed by LREDC for APPROVAL. 3.3 The CONTRACTOR shall ensure that superintendence of the WORK at all stages is undertaken by a sufficient number of qualified CONTRACTOR PERSONNEL who will liaise with their LREDC and third party peers and contacts in a co-operative manner. The CONTRACTOR shall ensure that KEY CONTRACTOR PERSONNEL have a good working knowledge of the English language and full knowledge of the operations to be carried out, the methods and means to be used and the hazards likely to be encountered and methods and means of preventing accidents. LREDC may notify the CONTRACTOR to remove from the WORKSITE any CONTRACTOR PERSONNEL provided only that such right is not exercised unreasonably. The person shall be removed forthwith at the expense of the CONTRACTOR and shall not be engaged on the WORK again or on any other work of LREDC without prior APPROVAL. Unless directed by LREDC to the contrary, persons who have been removed from the WORK shall immediately be replaced by other suitably qualified persons acceptable to LREDC. The CONTRACTOR shall maintain good industrial relations with all personnel during the CONTRACT period. The CONTRACTOR shall pay rates of wages, and observe conditions of labour which are in full compliance with applicable laws. Where no rates or conditions are specified in the applicable laws, the CONTRACTOR shall pay rates of wages and observe conditions which are not lower than the general level of wages and conditions observed locally by employers whose trade is similar to that of the CONTRACTOR. Unless otherwise provided for in this CONTRACT, the CONTRACTOR shall, at its own cost, provide or arrange all travel, local transport, accommodation and food for CONTRACTOR PERSONNEL. The CONTRACTOR shall ensure that all CONTRACTOR PERSONNEL who have to perform their duties or tasks at CONSTRUCTION SITE are healthy, fit and suitable in every respect to perform the WORK. The CONTRACTOR shall also ensure that all such persons understand safety related notices, verbal instructions, and public address announcements. The CONTRACTOR shall always be fully responsible for the safety, health and welfare of CONTRACTOR PERSONNEL. In particular, the CONTRACTOR shall be responsible for, and shall pay for, any and all requirements of CONTRACTOR PERSONNEL for medical and dental attention, treatment, examination, care, hospitalization and/or ambulances and the like. The CONTRACTOR shall provide all CONTRACTOR PERSONNEL with all necessary personal safety equipment and protective clothing. The CONTRACTOR shall provide LREDC with photocopies of passports, police clearances and any similar personal security documentation necessary to obtain LREDC identification cards and passes for CONTRACTOR
3.4
3.5
3.6
3.7
3.8
Page 14 of 50
PERSONNEL. The CONTRACTOR shall ensure that CONTRACTOR PERSONNEL carry such identification cards with them at all times when they are at CONSTRUCTION SITE. The CONTRACTOR shall be responsible for payment of any fees and/or charges for CONTRACTOR PERSONNEL visas, sponsorship, work permits, medical examinations, and similar documentation. The CONTRACTOR shall be responsible for the repatriation (or burial, if applicable, taking into consideration all cultural and religious customs) of all of its labor force, who are dedicated for the CONTRACT upon COMPLETION of the same and shall submit to LREDC all resources evidences and proof along with the application for the issuance of the COMPLETION CERTIFICATE that it complied fully with these requirements. 3.9 LREDC requires and the CONTRACTOR shall ensure that all CONSULTANT PERSONNEL are law abiding, peaceful, and respectful of local and cultural traditions and practices, and while at the WORKSITE are not under the influence of any type of alcohol, unlawful drugs/narcotics, or other intoxicating substances. Except for materials, supplies, and equipment provided by LREDC, as may be listed in Appendix A, the CONTRACTOR shall provide all services, materials, equipment, plant, appropriate tools, machinery, transportation, and facilities including consumables and all other things, whether of a temporary or permanent nature, so far as the necessity for providing the same is specified in or is reasonably to be inferred from the CONTRACT. The CONTRACTOR shall be responsible for receiving, loading, unloading, transporting, warehousing, preserving and maintaining same, and the CONTRACTOR shall indemnify and hold LREDC harmless against and from all damages, losses and expenses (including legal fees and expenses) resulting therefrom. The CONTRACTOR shall be responsible for all CONTRACTORs equipment. When brought on to the CONSTRUCTION SITE, the CONTRACTORs equipment shall be deemed to be exclusively intended for the execution of the WORK. The CONTRACTOR shall not remove from the CONSTRUCTION SITE any major items of the CONTRACTORs equipment without LREDCs APPROVAL. Materials and equipment or parts thereof provided by the CONTRACTOR for inclusion in the FACILITY shall be new, in accordance with the TECHNICAL INFORMATION and other requirements of the CONTRACT and where designed by the CONTRACTOR fit for their intended purpose as defined in the CONTRACT, of best quality and workmanship, suitable for the safe and efficient performance of the WORK and fully compliant with any safety related restrictions that LREDC may impose in existing facilities. Such materials and plant shall be subject to inspection and APPROVAL from time to time by LREDC. The CONTRACTOR shall submit samples of all plant and materials as specified in the CONTRACT, including manufacturers standard samples, and relevant information to LREDC for APPROVAL prior to using the materials in or for the WORK. Any such materials or plant of the CONTRACTOR which is rejected by LREDC as not conforming to the foregoing, shall be promptly removed by the CONTRACTOR and replaced with materials or plant acceptable to LREDC without additional cost to LREDC and with no entitlement to an extension to the SCHEDULED
3.10
3.11
3.12
Page 15 of 50
COMPLETION DATE of the WORK (and/or SECTION(s), if applicable) or any other claim or relief. 3.13 The CONTRACTOR shall be responsible for all necessary certifications for all equipment and materials including TEMPORARY FACILITIES to be provided by the CONTRACTOR. The CONTRACTOR shall supply LREDC with copies of certificates, specifications, and other evidence of the quality of equipment or materials provided by the CONTRACTOR. If required by LREDC to do so, the CONTRACTOR shall also provide certification of TEMPORARY FACILITIES. The CONTRACTOR shall demonstrate the capabilities of any equipment prior to using it in the performance of the WORK. The CONTRACTOR shall be responsible for the timely provision of all matters referred to in this Article 3. If required by LREDC, the CONTRACTOR shall use all reasonable efforts to provide prices and/or rates for spare parts and special tools and obtain, directly or from SUBCONTRACTORS, a firm commitment for the continuous availability for all necessary and related special tools, spare parts and maintenance services on the best terms and conditions and at the best prices obtainable for a duration of two (2) years after the COMPLETION DATE. Spare parts shall be standard items insofar as possible, and when such is not possible shall be manufactured sufficiently in advance and in such quantity as to ensure continual availability for LREDCs operational requirements. The CONTRACTOR shall establish and submit for APPROVAL a detailed list of recommended spare parts and special tools that the CONTRACTOR and its SUBCONTRACTORS deem necessary during pre-commissioning, commissioning and for the first two (2) years of continuous operation, specifying quantities, unit prices and time of delivery. The CONTRACTOR shall give LREDC a right of first refusal to purchase any surplus items provided by the CONTRACTOR and not included in the CONTRACT PRICE. The CONTRACTOR shall turn over to LREDC or sell, at LREDCs option, any surplus items, including saleable scrap, that were purchased on a reimbursable basis and remit the proceeds of such sales to LREDC; provided, however, that the purchasers of and sale prices for such surplus items shall be subject to APPROVAL. The CONTRACTOR in purchasing materials, goods and equipment required for the WORK, shall abide by and comply, and cause compliance by its SUBCONTRACTORS with the provisions of Qatar Law No. (6) for the year 1987 concerning priorities given to National Products and Products of National Origin, provided that the quality and technical specifications of such material and equipment, and terms of delivery are in accordance with the CONTRACT.
3.14
3.15
3.16
3.17
3.18
ARTICLE 4 - EXECUTION PROGRAMME, DELAY AND LIQUIDATED DAMAGES 4.1 Within twenty eight (28) days, unless a different period of time is specified in Appendix F, from the EFFECTIVE DATE, the CONTRACTOR shall prepare and submit for review by LREDC a document, which shall be based on and consistent with the CONTRACT EXECUTION PLAN (including the
Page 16 of 50
SCHEDULED COMPLETION DATE of the WORK (and/or SECTION(s), if applicable)) and the guidelines provided in Appendices E and F. This document shall become the EXECUTION PROGRAMME where it complies with the requirements of the CONTRACT and when APPROVED by LREDC. Failure to provide an EXECUTION PROGRAMME meeting the requirements of this CONTRACT shall be considered a breach of this CONTRACT. In addition to all other remedies available to LREDC, LREDC shall be entitled to withhold ten percent (10%) from any payment which would otherwise be due until such time such compliant document has been submitted and APPROVED. 4.2 Whenever required by LREDC, the CONTRACTOR shall submit details of the arrangements and methods which the CONTRACTOR proposes to adopt for the execution of the WORK. No significant alteration to these arrangements and methods shall be made without LREDCs APPROVAL. The CONTRACTOR shall be responsible at all times for scheduling, progress reporting and forecasting of the progress of the WORK so as to achieve COMPLETION by the SCHEDULED COMPLETION DATE of the WORK (and/or SECTION(s), if applicable). The CONTRACTOR shall execute the WORK strictly in accordance with the EXECUTION PROGRAMME and shall keep LREDC fully informed of the progress of the WORK. The CONTRACTOR shall complete the WORK on or before the SCHEDULED COMPLETION DATE of the WORK (and/or SECTION(s), if applicable) and shall proceed regularly and diligently in accordance with its obligations hereunder. No work shall be carried out at the CONSTRUCTION SITE on locally recognized days of rest, or outside the normal working hours stated in the CONTRACT, unless: (i) (ii) (iii) Otherwise stated in the CONTRACT LREDC gives its APPROVAL The work is unavoidable, or necessary for the protection of life or for the safety of the WORK and or the CONSTRUCTION SITE, in which case the CONTRACTOR shall immediately advise LREDC.
4.3
4.4
4.5
If delay in the performance of the WORK arises for which the CONTRACTOR is responsible or if performance of the WORK is not in accordance with the EXECUTION PROGRAMME, the CONTRACTOR shall forthwith prepare a recovery plan and forward the same in writing giving full details of the measures it proposes to adopt to expedite the progress of WORK, including but not limited to working overtime, employing additional personnel and deploying additional necessary equipment and services, without additional cost to LREDC for APPROVAL in order to eliminate or mitigate such delay in the execution and COMPLETION of the WORK (and/or SECTION(s), if applicable). Without prejudice to the obligations of the CONTRACTOR or LREDC's rights and remedies provided elsewhere under the CONTRACT, the CONTRACTOR shall, on the request of LREDC, produce a revised document for the execution of the WORK showing modifications to the EXECUTION PROGRAMME necessary to complete the WORK (and/or SECTION(s), if applicable) in accordance with the CONTRACT by the SCHEDULED
4.6
Page 17 of 50
COMPLETION DATE of the WORK (and/or SECTION(s), if applicable), and inform LREDC of details of the changes. After review and APPROVAL by LREDC, the revised document detailing the execution of the WORK (and/or SECTION(s), if applicable) to achieve COMPLETION on or before the SCHEDULED COMPLETION DATE of the WORK (and/or SECTION(s), if applicable) shall be the EXECUTION PROGRAMME. There shall be only one EXECUTION PROGRAMME at any one time. 4.7 The CONTRACTOR may apply, subject to this Sub-Article 4.7, to an extension of the SCHEDULED COMPLETION DATE of the WORK (and/or SECTION(s), if applicable) if and to the extent that COMPLETION is or will be delayed by a cause of delay giving an express entitlement to extension of time under an Article of the CONTRACT. If the CONTRACTOR considers itself to be entitled to an extension of the SCHEDULED COMPLETION DATE of the WORK (and/or SECTION(s), if applicable) based on the above cause, the CONTRACTOR shall give notice to LREDC in writing in accordance with and subject to Article 8 (in the event CONTRACTOR considers that an LREDC INSTRUCTION constitutes a VARIATION), and Article 15A (in the event CONTRACTOR is entitled to issue a CLAIM NOTICE), and Article 11 (in the event of Force Majeure). In addition to the requirements under Article 8 (in the event CONTRACTOR considers that an LREDC INSTRUCTION constitutes a VARIATION), and Article 15A (in the event CONTRACTOR is entitled to issue a CLAIM NOTICE), and Article 11 (in the event of Force Majeure), in order for LREDC to determine the amount of such extension, the CONTRACTOR shall prepare a "TIME IMPACT ANALYSIS" for adjustment of the SCHEDULED COMPLETION DATE of the WORK (and/or SECTION(s), if applicable). The "TIME IMPACT ANALYSIS" shall define the extent of adjustment and the basis therefore in a form acceptable to LREDC and shall include but not be limited to: (a) (b) identification of activities which will require change; an analysis of how FLOAT has been used to minimise the additional time required; and providing a cause and effect analysis of the factual events relied on and how this materially affects the critical path of the WORK (and/or SECTION(s), if applicable).
(c)
The "TIME IMPACT ANALYSIS" shall indicate the date(s) that the relevant event and any extra or additional work occurred (or will occur), the status of the WORK at that time, and the resultant impact on the Time for COMPLETION. When assessing whether there is any entitlement to an extension of the SCHEDULED COMPLETION DATE of the WORK (and/or SECTION(s), if applicable), LREDC shall have regard to the various different elements of FLOAT contained in the EXECUTION PROGRAMME. To avoid any doubt, FLOAT in the EXECUTION PROGRAMME (whether included in the EXECUTION PROGRAMME or created during the course of the WORKS) does not belong to the CONTRACTOR. If the CONTRACTOR is entitled to claim an extension of SCHEDULED COMPLETION DATE of the WORK (and
Page 18 of 50
SECTION(s), if applicable) under this CONTRACT, the CONTRACTOR acknowledges and agrees that it shall only be entitled to an actual extension of SCHEDULED COMPLETION DATE where and to the extent that the event which entitles the CONTRACTOR to claim an extension of the SCHEDULED COMPLETION DATE reduces the FLOAT in the affected activities to be below zero at the relevant time. 4.8 Subject to due compliance by the CONTRACTOR with Sub-Article 4.7, LREDC shall as soon as reasonably practicable, following the procedure outlined in Article 8.3, make a determination as to whether to sign a CONTRACT VARIATION FORM or issue an LREDC INSTRUCTION, provided always that (i) the CONTRACTOR shall not be entitled to any extension of time to the SCHEDULED COMPLETION DATE to the extent that any delay is due to any breach, neglect or default of the CONTRACTOR or any person for whom the CONTRACTOR is responsible in accordance with the CONTRACT; (ii) the CONTRACTOR shall use reasonable efforts consistent with BEST PRACTICES AND ACCEPTED PROFESSIONAL STANDARDS to eliminate, mitigate or minimise any delay in attaining COMPLETION of the WORK; and (iii) if more than one concurrent event causes delay (including but not limited to event(s) caused by LREDC) and the cause of one or more of those concurrent events is a cause of delay which would not entitle the CONTRACTOR to apply for an extension of time under this Sub-Article 4.8 and/or Sub-Article 4.7, then to the extent that delay is caused by such an event the CONTRACTOR shall only be entitled to apply for an extension of time to the SCHEDULED COMPLETION DATE of the WORK (and/or SECTION(s), if applicable), but shall not be entitled to apply for to any additional cost, loss of profit, and/or overhead. In the event that the CONTRACTOR; a) fails to complete any SECTION of the WORK identified by LREDC in Appendix A, on or before the date specified for COMPLETION of such SECTION as set forth in the CONTRACT; and/or fails to achieve COMPLETION on or before the SCHEDULED COMPLETION DATE.
4.9
a)
The CONTRACTOR shall be liable to LREDC for agreed compensation for such delay(s) (LIQUIDATED DAMAGES) in accordance with the provisions of this Article and the amount of such LIQUIDATED DAMAGES shall be calculated in accordance with Appendix B. 4.10 All amounts of LIQUIDATED DAMAGES for which the CONTRACTOR may become liable under Sub-Article 4.9 are agreed between the PARTIES as a genuine pre-estimate of delay damages which may be sustained by LREDC should the events described in Sub-Article 4.9 above occur and are not a penalty. For the avoidance of doubt, the accrual of LIQUIDATED DAMAGES for delays shall not in any way restrict LREDCs rights to recourse against CONTRACTOR in respect to any non-delay events such as CONTRACTOR malperformance, breaches or defaults, resulting in losses and/or damages.
ARTICLE 5 INSPECTION, COMPLETION AND ACCEPTANCE 5.1 The CONTRACTOR shall make available for LREDCs inspection at all reasonable times all documents relevant to the performance of the
Page 19 of 50
CONTRACTOR's obligations including but not limited to schedules, drawings, reports, invoices, data, receipts, and recommendations. All such documents shall be made available to LREDC at any reasonable location specified by LREDC and the CONTRACTOR shall provide a copy for LREDCs retention of any and all such documents specified by LREDC at no charge to LREDC. Subject to Article 2, the CONTRACTOR shall submit to LREDC such documents for review without delaying the performance of the WORK by the CONTRACTOR. 5.2 In order to confirm that the requirements of the CONTRACT are met, LREDC shall have the right, but not the obligation, at all times to inspect, test and examine all technical material, materials, supplies, machinery, plant and equipment provided and all work or services or documentation relating thereto performed by the CONTRACTOR or any SUBCONTRACTOR. LREDC shall also have the right to witness any test of any part of the WORK.
No part of the WORK shall be covered up on the CONSTRUCTION SITE without the carrying out of any test or inspection of such part which is required under the CONTRACT.
5.3 The CONTRACTOR shall give LREDC adequate prior notification of any inspection or tests that the CONTRACT provides are to be witnessed by LREDC. No part of the WORK shall be covered up without prior notification to LREDC by the CONTRACTOR. If the CONTRACTOR fails to give adequate notice of inspection and/or testing in accordance with mutually agreed notice period and thereafter the inspected and/or tested part of the WORK is closed or covered then, if required by LREDC, that part of the WORK shall be opened or uncovered for inspection or witnessing of testing and re-closed or re-covered by the CONTRACTOR and the CONTRACTOR shall bear all cost and time effect of the outcome of such inspection irrespective of whether or not the WORK was carried out in accordance with CONTRACT. However, in case an inspection notice is served by the CONTRACTOR, in accordance with mutually agreed notice period and LREDC fails to attend such inspection and subsequently LREDC instructs the CONTRACTOR to reopen that part of the WORK already covered/closed by the CONTRACTOR, the cost relating to opening/re-testing/closing that part of the WORK shall be borne by LREDC and the CONTRACTOR shall be entitled to an extension to the SCHEDULED COMPLETION DATE of the WORK (or SECTION(s), if applicable)in accordance with Sub-Article 4.7 if no defect was found during such reinspection/testing, however, the CONTRACTOR shall be responsible for all costs and delays relating to re-testing and repair in case such part of the WORK was found not to have been performed in accordance with the CONTRACT. LREDC shall have the right to reject or to require re-testing or further investigation of any part of the WORK, which does not comply with any requirement or requirements of the CONTRACT, including, but not limited to, defective or faulty workmanship, services, materials, plant or equipment. Upon receiving notice of rejection the CONTRACTOR shall immediately commence to re-perform, repair or replace the defective part of the WORK and shall carry out such inspections and/or tests on other parts of the WORK as LREDC may require to ensure that there are no similar parts of the WORK that fail to comply with the requirements of the CONTRACT.
5.4
Page 20 of 50
5.5
The CONTRACTOR shall be responsible for all costs and delays relating to re-performance, repair, replacement, uncovering, reinstating, testing and inspection and no postponement or extension of the SCHEDULED COMPLETION DATE of the WORK (and/or SECTION(s), if applicable) will be granted in these cases save where expressly referred to in this Article 5. Neither failure on the part of LREDC nor its designated inspectors to inspect the WORK or witness or test or to discover defects nor failure to reject any part of the WORK performed by the CONTRACTOR or a SUBCONTRACTOR which is not in accordance with the CONTRACT shall relieve the CONTRACTOR from any liability or obligation under the CONTRACT. Without prejudice to LREDCs right to issue COMPLETION CERTIFICATE(s) on LREDCs own initiative, when the CONTRACTOR considers that COMPLETION of the WORK (and/or SECTION(s), if applicable) has been achieved in accordance with the CONTRACT, including (i) achieving the passing of any tests as required by the CONTRACT and (ii) submission of all As-Built-Drawings and Operation and Maintenance Manuals and (iii) completing all work which is stated in the CONTRACT as being required for the WORK to be considered to be completed, the CONTRACTOR shall notify LREDC accordingly. LREDC shall proceed forthwith to determine whether the WORK has been performed and completed in accordance with the CONTRACT, and within thirty five (35) days of receipt of the above notification from the CONTRACTOR, LREDC shall either: i. satisfy itself that the CONTRACTOR has achieved COMPLETION of the WORK (and/or SECTION(s), if applicable) and accordingly issue to the CONTRACTOR a COMPLETION CERTIFICATE in the form set forth in Appendix F; or notify the CONTRACTOR that LREDC has found COMPLETION of the WORK (and/or SECTION(s), if applicable) have not been achieved in accordance with the CONTRACT. This notice shall detail the specific nature of the defect in performance and the Article or Appendix of the CONTRACT that contains the obligation of the CONTRACTOR that the CONTRACTOR has failed to meet. The CONTRACTOR shall take immediately all actions necessary to remedy the defect so as to enable LREDC to issue to the CONTRACTOR the COMPLETION CERTIFICATE(s) without additional cost to LREDC.
5.6
5.7
ii.
5.8
LREDC shall have the right to take possession of and use any separate part of the FACILITY which is completed prior to the SCHEDULED COMPLETION DATE of the WORK (and/or SECTION(s), if applicable) provided that possession shall only be deemed to have been taken if LREDC gives notice to the CONTRACTOR to that effect. In such event, LREDC shall inspect such separate part and, if accepted by LREDC, LREDC shall issue to the CONTRACTOR a COMPLETION CERTIFICATE for that separate part. The issue of the COMPLETION CERTIFICATE(s) by LREDC shall neither relieve LREDC nor the CONTRACTOR from any obligations or liabilities under the provisions of the CONTRACT or at law.
5.9
Page 21 of 50
5.10
If possession of any part of the FACILITY is taken over by LREDC under SubArticle 5.8 prior to the SCHEDULED COMPLETION DATE for which LIQUIDATED DAMAGES are expressed to apply to the whole and not such part of the WORK (and/or SECTION, if applicable), then the relevant LIQUIDATED DAMAGES shall be reduced pro-rata to the value that the part of the FACILITY being taken over has to the value of the whole of the WORK (and/or SECTION, if applicable). Where LREDC, in its sole discretion, considers that certain items of the WORK may be left to be completed subsequent to the COMPLETION DATE of the WORK (and/or SECTION(s), if applicable), such items shall be identified and the CONTRACTOR shall undertake to and be responsible for completing such items of the WORK by the time specified by LREDC. Prior to the issuance of COMPLETION CERTIFICATE(s), the CONTRACTOR shall clear away and remove, from that part of the CONSTRUCTION SITE (or any part thereof) to which the COMPLETION CERTIFICATE(s) refers, all the CONTRACTORs equipment, surplus material, wreckage, rubbish and TEMPORARY WORK. The CONTRACTOR shall leave that part of the CONSTRUCTION SITE and the WORK in a clean and safe condition. Where the CONTRACTOR is granted permission by LREDC to postpone the disposal of such items until after the issuance of the COMPLETION CERTIFICATE(s), the CONTRACTOR shall dispose of such items by the date specified by LREDC otherwise LREDC, without prejudice to any other remedies or rights available to LREDC under the CONTRACT or at law, shall have the right to sell or otherwise dispose of any such remaining items and to recover from the CONTRACTOR all costs incurred in connection with, or attributable to, such sale or disposal and restoration of the CONSTRUCTION SITE. However, the CONTRACTOR may retain at the CONSTRUCTION SITE, subject to APPROVAL, during the GUARANTEE PERIOD, such equipment or materials as are required for the CONTRACTOR to fulfill obligations under the CONTRACT.
5.11
5.12
ARTICLE 6 - GUARANTEES AND BONDS 6.1 Without limiting its obligations or the rights and remedies available to LREDC at law, the CONTRACTOR undertakes that the WORK (i) shall be free from errors, defects or failures and that (ii) the CONTRACTOR shall be responsible for remedying any errors, defects, failures or damages if any in the WORK, until the later date of: i. The period of one (1) year from the COMPLETION DATE (the "GUARANTEE PERIOD"); or In the event that any part of the WORK is re-performed, rectified or replaced by the CONTRACTOR under the provisions of this SubArticle 6.1, the GUARANTEE PERIOD for that part of the WORK shall be extended for an additional twelve (12) months from the date that the re-performance, rectification or replacement has been satisfactorily completed in accordance with the CONTRACT and has been free from errors, defects and failures.
ii.
6.2
In the event LREDC discovers any errors, defects, failure or damages in the WORK during the GUARANTEE PERIOD, LREDC shall endeavor to notify
Page 22 of 50
the CONTRACTOR as soon as reasonably practical of such error, defect, failure or damage. Upon receipt of such notification from LREDC, the CONTRACTOR shall immediately rectify or at the option of LREDC, replace or re-perform any defective or damaged work, and carry out all associated work such as uncovering, removal, procurement, reinstallation, re-preparation and presentation of reports. The cost of any work shall be borne by the CONTRACTOR if and to the extent that the error, defect, failure or damage is attributable to (i) plant, materials, equipment or workmanship not being in accordance with the CONTRACT, (ii) improper operation or maintenance which was attributable to matters for which the CONTRACTOR is responsible, or (Iii) a failure by the CONTRACTOR to perform any obligation. If any to the extent the error, defect, failure or damage is wholly attributable to any other cause, as may be evidenced and substantiated by the CONTRACTOR, the CONTRACTOR shall as soon as practicable serve notice of the same and LREDC shall make a determination as to whether or not it shall sign a CONTRACT VARIATION FORM or issue an LREDC INSTRUCTION on the same. 6.3 In the event the CONTRACTOR does not attend to the defects, errors, failures or damage within the time prescribed by LREDC or delays in the remedial work, LREDC shall have the right to have the defects rectified by third parties and shall be entitled to offset from payments due to the CONTRACTOR, or to recover from the CONTRACTOR all costs it incurred in correcting such defects. LREDCs rights and remedies provided under this Article a re without prejudice to LREDCs other rights or remedies under the CONTRACT or at law, including but not limited to recourse against the CONTRACTOR for its decennial liability. Within fourteen (14) days from the EFFECTIVE DATE, the CONTRACTOR shall provide LREDC with a performance security in the form of an unconditional and irrevocable Bank Guarantee payable on first demand of LREDC as additional security pertaining to performance of the CONTRACTORs obligations under the CONTRACT ( Bank Guarantee). Cash, cheques, insurance policies, bank guarantees issued in respect of other contracts and/or other forms of security will not be accepted in lieu of the required Bank Guarantee. The Bank Guarantee shall be provided or endorsed by a bank operating in Qatar, shall be in the specific form set out in Appendix F, and shall be valid for a period of not less than forty-five (45) days after the expiry of the GUARANTEE PERIOD. The amount of the Bank Guarantee shall be ten percent (10%) of the CONTRACT PRICE. Should there be any change in the CONTRACT PRICE and/or the SCHEDULED COMPLETION DATE as determined by LREDC from time to time and in accordance with the CONTRACT, the CONTRACTOR shall adjust the value and/or the validity of the Bank Guarantee accordingly.
6.4
6.5
6.6
6.7
Page 23 of 50
6.8
LREDC shall be entitled to demand payment under such Bank Guarantee at any time the CONTRACTOR fails to perform any of its obligations under this CONTRACT. Notwithstanding any provision in this CONTRACT to the contrary, LREDC shall not be obliged to make any payment to the CONTRACTOR until the CONTRACTOR has delivered to LREDC such Bank Guarantee in accordance with the format provided at Appendix F and all the requirements of this Article 6. Should the CONTRACTOR fail to provide such satisfactory Bank Guarantee within fourteen (14) days from the EFFECTIVE DATE or to maintain it thereafter as required under the CONTRACT, the CONTRACTOR shall be in breach of the CONTRACT and LREDC shall have the right at any time, without prior notification and without any liability whatsoever, to call on any provisional Bank Guarantee or other security submitted by the CONTRACTOR whether or not in connection with the CONTRACT , and suspend and/or terminate the CONTRACT in which case the provisions set out at Article 12 shall apply. Should such Bank Guarantee prove to be unenforceable, at any time and for any reason, then LREDC shall be entitled to suspend any and all payments to the CONTRACTOR until the CONTRACTOR has provided LREDC with a new and satisfactory Bank Guarantee. Within thirty five (35) days from the date of expiry of the GUARANTEE PERIOD, LREDC shall issue to the CONTRACTOR a DISCHARGE CERTIFICATE in the form shown in Appendix F. If different GUARANTEE PERIODS apply to different parts of the WORK, the DISCHARGE CERTIFICATE shall be issued within thirty five (35) days from the date of expiry of the latest GUARANTEE PERIOD. Upon the issuance of the DISCHARGE CERTIFICATE, the PARTIES shall be considered as having fulfilled all their obligations under the CONTRACT subject only to the provisions of Sub-Article 18.1 and any requirements under Qatari Law. Without prejudice to Sub-Article 6.10 above, LREDC at its sole discretion may issue a separate DISCHARGE CERTIFICATE in respect of any separately defined SECTION of the WORK to which a specified GUARANTEE PERIOD is set forth in Appendix A.
6.9
6.10
6.11
ARTICLE 7 - REMUNERATION 7.1 As full compensation for performance and COMPLETION of the WORK, LREDC shall pay or cause to be paid to the CONTRACTOR the CONTRACT PRICE in accordance with the provisions of this CONTRACT at the times and in the manner specified in Appendix B. The CONTRACT PRICE is computed as set forth in Appendix B. The CONTRACT PRICE shall not be subject to escalation; nor shall it be increased as a result of any increase in the CONTRACTORs costs or adjusted for any reason except as specified in Article 8, and/or as expressly set out in Appendix B. Unless otherwise expressly stated in Appendix B, the CONTRACT PRICE is an all-inclusive lump sum price, and includes but is not limited to all costs, escalations in costs, charges, taxes, duties, and all other expenses for performing the WORK.
7.2
Page 24 of 50
7.3
The CONTRACTOR shall pay all taxes of every nature, dues, levies, excise duties, fees including but not limited to custom duties, legalization fees, repatriation fees, and any other charges assessed against it in connection with the WORK and agrees to protect, indemnify, and hold LREDC harmless from any and all claims or liability for taxes, dues, fees and charges assessed or levied by the Government of the State of Qatar or any foreign government against the CONTRACTOR or in relation to any claims or liability from CONTRACTOR PERSONNEL. The CONTRACTOR shall give prompt notice to LREDC on all matters pertaining to non-payment, payment under protest, or claim for immunity or exemption from any taxes or duties. For reimbursable items, if any, the CONTRACTOR shall use and document its best efforts to obtain and shall credit for the benefit of LREDC all lawful discounts, rates credits, allowances and refunds which are obtainable from SUBCONTRACTORS. Except where it is expressly provided that LREDC shall carry out an obligation under the CONTRACT at its own cost, all things required to be supplied or performed by the CONTRACTOR in relation to execution of the WORK shall be deemed to be included in the rates and prices set forth in Appendix B. The CONTRACTOR shall submit to LREDC an invoice in duplicate at the intervals and in a form acceptable to LREDC showing in detail the amounts to which the CONTRACTOR considers itself to be entitled together with all supporting documents. Any invoice issued by the CONTRACTOR shall set out the following items: (i) the amount due to the CONTRACTOR for the WORK performed calculated in accordance with Appendix B, (ii) any other amount due to the CONTRACTOR in accordance with the provisions of the CONTRACT, (iii) if prior to the COMPLETION DATE a deduction for retention money of ten percent (10%) from the amount otherwise due to the CONTRACTOR and the CONTRACTOR shall invoice for such retention money as follows: i. fifty percent (50%) within thirty five (35) days after the issue of the COMPLETION CERTIFICATE for the WORK or at the sole discretion of LREDC, a proportional amount for individual COMPLETION CERTIFICATES if separate certificates of completion have been issued in respect of parts of the FACILITY in accordance with SubArticle 5.8; the remaining retention money at the end of the GUARANTEE PERIOD determined in accordance with Article 6, provided that all WORK has been completed.
7.4
7.5
7.6
7.7
ii.
7.8
Each invoice shall quote the CONTRACT Reference Number and Title. Invoices shall be addressed and forwarded to the address shown in Appendix B. Within fifty six (56) days from receipt by LREDC of a correctly prepared and adequately supported invoice or, in event that the fifty sixth (56 th) day falls on a weekend or public holiday, on the immediately succeeding working day in Qatar, LREDC shall pay the undisputed amount of such invoice to the bank
7.9
Page 25 of 50
account nominated by the CONTRACTOR. Where the amount is invoiced in a foreign currency and Appendix B allows for this, the amount paid by LREDC shall be in that foreign currency. 7.10 The CONTRACTOR shall ensure that LREDC has the correct banking information of the CONTRACTOR in order to make a bank transfer. The CONTRACTOR assumes the entire risk for incorrect bank transfers arising from incorrect banking information provided by the CONTRACTOR. Any requested change to the nominated bank, including account information must be submitted in writing by the CONTRACTOR and accompanied by either a Clearance Certificate or a No Liability Certificate or a No Objection Certificate from its nominated bank. If LREDC disputes any items on any invoice in whole or in part or if the invoice is prepared or submitted incorrectly in any respect, LREDC REPRESENTATIVE shall notify the CONTRACTOR in writing within twenty one (21) days of receipt of the invoice, stating the reason LREDC disputes the amount invoiced. LREDC shall pay the undisputed part of any invoice within the period stated in Sub-Article 7.9 above. For the disputed part, the CONTRACTOR shall make the appropriate corrections or changes and resubmit such invoiced amounts to LREDC together with the subsequent invoice. If any other dispute connected with the CONTRACT exists between the PARTIES, LREDC may notify the CONTRACTOR and withhold from any money which becomes payable either (i) the equivalent of LREDC's estimated values of the portion of the WORK which is under dispute or, (ii) the amount which is the subject of the dispute. On settlement of any dispute, the CONTRACTOR shall submit an invoice for sums agreed for payment and LREDC shall make the appropriate payment in accordance with the provisions of Sub-Article 7.9 above. LREDC shall have the right to withhold from any payment due to the CONTRACTOR such amount of money as may be required to be withheld by the Qatari authorities. LREDC shall at the reasonable request of the CONTRACTOR, provide the CONTRACTOR with an accounting of the sums withheld and paid by LREDC on behalf of the CONTRACTOR. Neither the presentation, nor payment or non-payment of an individual invoice shall constitute a settlement of a dispute, an accord, satisfaction, a remedy of account stated, or otherwise waive or affect the rights of LREDC hereunder. The CONTRACTOR agrees that no payment made under the CONTRACT shall be evidence of the performance of the CONTRACT, either wholly or in part, and that no payment shall be construed to be an acceptance of the WORK. Notwithstanding anything to the contrary in this CONTRACT, LREDC shall not be liable to pay any interest on any delayed payments. In the event LREDC has failed by the expiry of the period of time specified in Sub-Article 7.9 hereinabove to settle payment against correctly prepared, adequately supported and undisputed invoice(s) the value or cumulative value of which exceeds the amount equal to 200% of the Monthly Average Payment, the CONTRACTOR shall have the right to issue a written notice ('Payment Delay Notice') to LREDC of such delay. Monthly Average Payment for purposes of this Sub -Article 7.15 means the CONTRACT
7.11
7.12
7.13
7.14
7.15
Page 26 of 50
PRICE divided by the original CONTRACT duration (measured in calendar months). 7.16 If LREDC fails to effect payment within a period of thirty five (35) days from the receipt of the Payment Delay Notice, the CONTRACTOR shall, notwithstanding Sub-Article 16.11 have the right to suspend the WORK and shall be entitled to reimbursement for those costs incurred during the suspension period which are attributable solely to the suspension, and are reasonable, unavoidable, and properly incurred costs of the CONTRACTOR (including CONTRACTOR PERSONNEL and/or SUBCONTRACTORS which, with LREDC's prior APPROVAL, are maintained for the WORK) during the suspension period and fully supported with documentation as APPROVED by LREDC.
ARTICLE 8 - VARIATIONS 8.1 LREDC shall have the right, at any time, to require any changes in the WORK such as additions, deletions, substitutions or other alterations or revisions in the WORK, and to direct the CONTRACTOR to perform such changes as detailed in an LREDC INSTRUCTION. Any increase or decrease in the CONTRACT PRICE and/or any modification in the EXECUTION PROGRAMME resulting from such change shall be evaluated and determined in accordance with the CONTRACT and the rates and prices contained in Appendix B. If Appendix B does not contain work unit rates which are specifically applicable to such change, then LREDC shall value the increase or decrease using fair and reasonable rates and prices . Deletion of individual items shall not entitle the CONTRACTOR to reimbursement for loss, overheads, profit or financial compensation for executing a reduced work scope (including where LREDC engages a third party to perform the WORK). The CONTRACTOR shall not undertake any change until it has received either (a) a CONTRACT VARIATION FORM; or (b) LREDC INSTRUCTION from the LREDC REPRESENTATIVE. The CONTRACTOR shall only take instructions from LREDCs REPRESENTATIVES. The CONTRACTOR shall without delay implement any and all LREDC INSTRUCTION(s) and CONTRACT VARIATION FORM(s). If the CONTRACTOR considers that a LREDC INSTRUCTION constitutes a VARIATION and impacts the CONTRACT PRICE and/or it shall result in a delay to the SCHEDULED COMPLETION DATE, the CONTRACTOR shall notify LREDC in writing as soon as practicable, but in any event within seven (7) days from the date of such LREDC INSTRUCTION, that the CONTRACTOR considers that an LREDC INSTRUCTION constitutes a VARIATION and must specify the provisions in the CONTRACT under which the CONTRACTOR considers itself entitled for additional compensation and/or extension of the SCHEDULED COMPLETION DATE. The CONTRACTOR shall as soon as practicable, but in any event within forty two (42) days from its notice, furnish to LREDC a detailed justification and estimate of any impact on the CONTRACT PRICE (in the event the CONTRACTOR seeks additional compensation), and a TIME IMPACT
8.2
8.3
Page 27 of 50
ANALYSIS justifying any request for extension to the SCHEDULED COMPLETION DATE of the WORK (and/or SECTION, if applicable) and evidencing the impact on the critical path, if an extension to the SCHEDULED COMPLETION DATE of the WORK (and/or SECTION, if applicable) is being sought. If LREDC agrees with the CONTRACTORs notification, LREDC shall issue a CONTRACT VARIATION FORM. If LREDC does not agree with the CONTRACTORs justifications, LREDC may proceed in accordance with the below, as may be applicable, however, if LREDC rejects the CONTRACTORs notification in principle, the PARTIES shall proceed in accordance with the provisions of Article 16. LREDC may proceed as follows: (i) LREDC shall issue a fair and reasonable determination as to the adjustment of the CONTRACT PRICE and/or extension of the SCHEDULE COMPLETION DATE in an INTERIM CONTRACT VARIATION FORM. LREDCs determination will only be based on the part which has been substantiated by the CONTRACTOR in accordance with the requirements of this CONTRACT. The CONTRACTOR shall be entitled for payment up to the value of INTERIM CONTRACT VARIATION FORM by signing and returning the same until a CONTRACT VARIATION FORM is issued. If within a period of sixty (60) days after the issuance of the relevant INTERIM CONTRACT VARIATION FORM by LREDC, the PARTIES are still in disagreement regarding the total cost impact, the aggrieved PARTY may proceed in accordance with Article 16.
(ii)
(iii)
(iv)
8.4
No instruction, comment, decision, act, APPROVAL or disapproval by LREDC which is made to ensure compliance by the CONTRACTOR with the CONTRACT, to correct errors, omissions or other failures of the CONTRACTOR shall constitute a VARIATION. Adjustment evaluated by the CONTRACTOR related to any changes instructed pursuant to this Article 8 and issued by LREDC on the CONTRACT VARIATION FORM shall be deemed to take into account the full and final effects of such change upon any and all aspects of the CONTRACT and to compensate the CONTRACTOR fully in respect thereof. The CONTRACTOR hereby agrees to make no further claim for any other impacts of such change in the WORK, whether directly or indirectly resulting therefrom. A VARIATION shall not affect the rights and obligations of the PARTIES except as expressly provided in the relevant CONTRACT VARIATION FORM and under this CONTRACT. All VARIATIONS shall be governed by all provisions of the CONTRACT. Notwithstanding any other provision of this Article 8, the CONTRACTOR shall not be entitled to an increase in the CONTRACT PRICE or an extension to the SCHEDULED COMPLETION DATE if the VARIATION was required as a result of a breach, neglect or default by the CONTRACTOR or any person for whom the CONTRACTOR is responsible in accordance with the CONTRACT
8.5
8.6
Page 28 of 50
ARTICLE 9 LREDC PROVIDED MATERIALS, PLANT AND EQUIPMENT 9.1 LREDC at its own cost shall provide the items of materials, plant equipment, services and facilities specified in Appendix A. The CONTRACTOR shall be responsible for receiving from LREDC warehouse(s), loading, transporting, unloading, warehousing, preserving, maintaining, and handling and delivery to the CONSTRUCTION SITE such items of material plant and equipment. The CONTRACTOR shall visually inspect all materials plant and equipment and check all supporting documentation and notify LREDC of any discrepancy or damage to the said materials plant and equipment within five (5) days of receipt. In the absence of such notification, the materials plant and equipment shall be deemed to have been received in a complete and undamaged state and the rectification of any discrepancy, if any, shall be for the account of the CONTRACTOR. Except as specifically stated to the contrary in Appendix A, the CONTRACTOR shall carry out, at the CONTRACTORs sole cost and risk, all tests and inspections on materials and equipment supplied by LREDC. The CONTRACTOR shall be responsible for providing suitable and safe storage in accordance with good international practice for materials and equipment provided by LREDC. The CONTRACTOR shall comply with any particular storage requirements in the CONTRACT and shall make good any loss, damage or deterioration which may occur to the materials and equipment while in the possession or control of the CONTRACTOR, and shall be responsible for any loss or damage of such material. The CONTRACTOR shall notify LREDC of any shortage of or need for materials, plant and equipment to be supplied by LREDC in sufficient time for LREDC to furnish said materials, plant or equipment in advance of the CONTRACTOR's needs. In the event of any defect of LREDC furnished materials, plant or equipment, the CONTRACTOR shall promptly notify LREDC of such defect and shall take all reasonable steps to mitigate the effects of such defect and to continue progress of other portions of the WORK pending correction of such misfit. The CONTRACTOR shall be responsible for the proper use, maintenance, and security of LREDC material, supplies, facilities, and equipment and shall make good any loss, damage or deterioration, except for normal wear and tear until they have been handed over to LREDC. The CONTRACTOR shall maintain in a form agreed by LREDC adequate records for materials and equipment provided by LREDC and provide a monthly inventory to show the use of all materials and equipment received and the balance of materials and equipment unused at all times. Prior to COMPLETION of the WORK (and/or SECTION(s), if applicable), the CONTRACTOR shall notify LREDC of all unused or surplus materials or equipment provided by LREDC. The CONTRACTOR shall, at no additional cost to LREDC, return such materials or equipment to a LREDC nominated storage area. The CONTRACTOR shall be responsible for ensuring that all materials, supplies, facilities, and equipment, which LREDC has instructed the
9.2
9.3
9.4
9.5
9.6
9.7
Page 29 of 50
CONTRACTOR to return to the nominated storage area of LREDC, are returned in good condition with full supporting documentation.
ARTICLE 10 - ASSIGNMENT AND SUBCONTRACTING 10.1 The CONTRACTOR shall not cede, delegate, make-over, novate, assign, or transfer in any other way the CONTRACT or any part of it or any benefit or interest in or under it without the prior written agreement of LREDC which shall be in the absolute discretion of LREDC. Notwithstanding anything to the contrary elsewhere in this CONTRACT, LREDC shall have the unrestricted right to cede, assign, transfer or make-over its rights, interest or benefits and novate or delegate its obligations and responsibilities under this CONTRACT in whole or in part to any of LREDC's AFFILIATES and or its lenders providing finance or refinance in connection with the WORK. Subject to the foregoing, the provisions of this CONTRACT shall extend to the benefit of and be binding upon the successors and assignees of the PARTIES. The CONTRACTOR shall not SUBCONTRACT the whole of the WORK. The CONTRACTOR shall not SUBCONTRACT any part of the WORK without the APPROVAL of LREDC (except for those previously APPROVED SUBCONTRACTORS listed in Appendix D). The CONTRACTOR shall ensure that the rights of LREDC and the requirements in the CONTRACT regarding SUBCONTRACTORS are effectively provided for in any SUBCONTRACT. In proposing a SUBCONTRACTOR as provided in this Article 10, the CONTRACTOR shall reasonably ensure that such proposal is not detrimental to the interests of LREDC. Where a SUBCONTRACT is provided for in the CONTRACT or where the CONTRACTOR wishes to enter into a SUBCONTRACT, then before the CONTRACTOR enters into any such SUBCONTRACT, LREDC shall be given adequate opportunity to review the form of the SUBCONTRACT, the choice of the SUBCONTRACTOR (except for those SUBCONTRACTORS listed in Appendix D), the part of the WORK which shall be covered under the SUBCONTRACT, any other details LREDC shall request or specify. Where LREDC wishes to nominate a SUBCONTRACTOR (Nominated SUBCONTRACTOR), the CONTRACTOR shall enter into a SUBCONTRACT with the Nominated SUBCONTRACTOR unless the CONTRACTOR raises reasonable objection which demonstrates that the Nominated SUBCONTRACTOR does not have sufficient competence, resources, or financial strength; All representations, warranties and guarantees shall be subject to APPROVAL of LREDC and shall be so written as to survive all LREDC and the CONTRACTOR inspections, tests and APPROVALS. The CONTRACTOR shall be responsible for enforcing the representations, warranties and guarantees specified herein, at no cost to LREDC. If a SUBCONTRACTOR has undertaken towards the CONTRACTOR any continuing obligation extending for a period exceeding that of the GUARANTEE PERIOD under the CONTRACT, the CONTRACTOR shall, prior to the end of the GUARANTEE PERIOD, notify LREDC of the continuing obligation and shall assign to LREDC the benefit of that obligation for its remaining duration unless otherwise directed by LREDC.
10.2
10.3
10.4
10.5
Page 30 of 50
10.6
No SUBCONTRACT shall bind or purport to bind LREDC and each SUBCONTRACT shall provide for its immediate termination in the event of termination of all or a relevant part of the WORK, subject to the CONTRACTOR's right to assign the SUBCONTRACT to LREDC, or suspension in the event of suspension of all or a relevant part of the WORK. The CONTRACTOR shall ensure that each SUBCONTRACT shall provide for the CONTRACTORs right to assign the SUBCONTRACT to LREDC or its nominee in the event that LREDC terminates the CONTRACT or any part of the WORK and instructs such assignment. Except upon such an assignment (in which case LREDC shall only be responsible to the SUBCONTRACTOR and vice versa from the date of assignment), the SUBCONTRACTORS shall only be responsible to the CONTRACTOR, who shall in turn be responsible to LREDC. The CONTRACTOR shall be responsible for all work, acts, omissions and defaults of any SUBCONTRACTOR as fully as if they were the work, acts, omissions or defaults of the CONTRACTOR. The CONTRACTOR shall release, protect, indemnify, defend and hold harmless LREDC and its AFFILIATES and its and their officers, employees and agents from all claims, losses, damages, costs (including legal costs), expenses and liabilities of every kind and nature resulting therefrom.
10.7
10.8
The CONTRACTOR shall not be entitled to any remuneration, commission, discounts or any other form of allowance on any SUBCONTRACTS unless provided for specifically under the provisions of the CONTRACT except insofar as such allowance has already been identified within the CONTRACT PRICE.
ARTICLE 11 - FORCE MAJEURE 11.1 In this Article 11 and elsewhere in the CONTRACT, an exceptional event or circumstance which (i) demonstrably could not have been reasonably foreseen before the EFFECTIVE DATE, (ii) which is demonstrably beyond the reasonable control the PARTY affected, (iii) which could not reasonably have been avoided by use of due care, and (iv) which is not substantially attributable to the other PARTY provided that such occurrence materially and directly impairs the ability of the affected PARTY to perform its obligations under the CONTRACT is hereinafter referred to as Force Majeure. Force Majeure events include the following events and other events of similar nature in the State of Qatar: i. ii. acts of God; expropriation, confiscation, requisitioning or commandeering by or compliance with any oral or written order, directive or request of any governmental authority or person purporting to act therefor or under such authority; war (whether declared or not), act of foreign enemy, hostilities, acts of terrorism, rebellion, or public disorder; ionising, radiation or contamination by radioactivity; explosions, fires, floods, earthquakes, or other natural calamities; general strikes and industrial disturbances except by the
iii. iv. v. vi.
Page 31 of 50
CONTRACTORs and SUBCONTRACTORs or any of their affiliate companies work force. 11.2 If during and within a reasonable time after a Force Majeure occurrence, which caused the CONTRACTOR to suspend or delay performance of the WORK, the CONTRACTOR has failed to take such action as the CONTRACTOR could lawfully initiate and with all reasonable efforts to remove, mitigate, or relieve either the Force Majeure occurrence or its direct or indirect effects, LREDC may, in its sole discretion and after written notice to the CONTRACTOR, initiate such measures, including but not limited to, the hiring of third parties, as are designated to remove, mitigate, or relieve such Force Majeure occurrence or its direct or indirect effects and back-charge CONTRACTOR for the same. LREDC may thereafter require the CONTRACTOR to resume full or partial performance of the WORK. LREDC, in its sole discretion, may also decide to terminate this CONTRACT in accordance with the terms of Article 12. A delay in or total or partial failure of performance of either PARTY hereto shall not constitute default, suspension or termination hereunder or serve to give rise to any claim for damages if and to the extent such delay or failure is caused by any Force Majeure event. Any Force Majeure delay as defined herein shall be considered as an excusable delay and shall only entitle the CONTRACTOR to an extension to the SCHEDULED COMPLETION DATE of the WORK (and/or SECTION(s), if applicable), for only for so long as the consequences of the relevant event of Force Majeure calculated upon the critical path of the EXECUTION PROGRAMME exist and are fully substantiated by the CONTRACTOR. Neither PARTY shall be entitled to compensation, for any direct and indirect financial consequences beyond the provisions of this CONTRACT, as a result thereof. Nothing herein shall alter any obligation with respect to portions of the WORK not affected by such Force Majeure. If a PARTY is or will be prevented from performing any of its obligations under the CONTRACT by Force Majeure, the affected PARTY shall give seven (7) days written notice after occurrence of the event to the other PARTY of the circumstances constituting the occurrence and of the obligation or performance which is thereby delayed or prevented . If a period of Force Majeure exceeds one hundred and eighty four (184) days, unless a shorter period is otherwise agreed by the PARTIES, either PARTY may terminate the CONTRACT upon seven (7) days written notice to the other PARTY. If the CONTRACT is so terminated, the CONTRACTOR shall be paid as full and final compensation under the CONTRACT in accordance with Sub-Article 12.9 below, it being understood that the CONTRACTOR shall have the obligation to mitigate all such costs. LREDC may elect to extend, by written notice to the CONTRACTOR, the period which must elapse (as referred to in Sub-Article 11.5) before either PARTY may terminate the CONTRACTOR's engagement under the CONTRACT in accordance with Sub-Article 11.5, provided that LREDC shall, in respect of an event of Force Majeure persisting into such extended period, pay to the CONTRACTOR the costs which are reasonable, unavoidable and fully supported with documentation cost properly incurred by it as a result of the extension.
11.3
11.4
11.5
11.6
Page 32 of 50
ARTICLE 12 SUSPENSION AND TERMINATION 12.1 LREDC may at any time suspend performance of all or any part of the WORK by giving notice of suspension to the CONTRACTOR. Upon receiving any such notice of suspension, the CONTRACTOR shall promptly suspend further performance of the WORK to the extent specified. Each individual suspension may continue for a period of up to ninety one (91) days, unless a longer period of time is agreed in writing by the PARTIES, after the effective date of suspension. During such period, LREDC may, request the CONTRACTOR to resume performance of the WORK and the CONTRACTOR shall thereupon diligently comply. If at the end of the suspension period specified in Sub-Article 12.1 above, LREDC has not required a resumption of the WORK, the CONTRACTOR may serve a notice on LREDC requiring permission to proceed forthwith with the WORK or the part thereof that is subject to suspension. If within fourteen (14) days LREDC does not grant such permission, the CONTRACTOR, by a further notice, may, except where a cause of the suspension is something for which the CONTRACTOR is responsible, elect to treat that portion of the WORK which has been suspended as if it has been terminated as of the end of the fourteen (14) day notice period mentioned above for convenience by LREDC in accordance with the provisions of Sub-Article 12.6A below. Subject to Sub-Article 12.5, the CONTRACTOR shall only be entitled to an extension to the SCHEDULED COMPLETION DATE of the WORK (and/or SECTION(s), if applicable) under Sub-Article 4.7, and reimbursement for those costs incurred during the suspension period which are attributable solely to the suspension, and: (i) are reasonable, unavoidable, and properly incurred costs of the CONTRACTOR (including CONTRACTOR PERSONNEL and/or SUBCONTRACTORS which, with LREDC's prior APPROVAL, are maintained for the WORK) during the suspension period and fully supported with documentation as APPROVED by LREDC.
12.2
12.3
12.4
During the suspension period, the CONTRACTOR shall be responsible for safeguarding and protecting the WORK and the CONSTRUCTION SITE and all materials, supplies, facilities, and equipment in the CONTRACTORs possession and custody for the performance of the WORK. If suspension results from a default on the part of the CONTRACTOR, the CONTRACTOR shall not be entitled to any additional cost or to an extension to the SCHEDULED COMPLETION DATE of the WORK (and/or SECTION(s), if applicable), and any additional costs incurred by LREDC as a result of such suspension shall be recoverable by LREDC from the CONTRACTOR. LREDC shall have the right to terminate the CONTRACT or all or any part of the WORK in the event of the following: (i) default on the part of the CONTRACTOR, in which case and before the issue by LREDC of a notice of termination, LREDC shall give notice of default to the CONTRACTOR giving the details of such
12.5
12.6
Page 33 of 50
default. If the CONTRACTOR upon receipt of such notice does not remedy such default within fourteen (14) days, LREDC shall terminate the CONTRACT and such termination shall be effective on the date the termination notice is given to the CONTRACTOR , without any further notice, and without the need for a judgment; (ii) forthwith and with immediate effect, without notice, and without the need for a judgment, if the CONTRACTOR becomes bankrupt or makes a composition or arrangement with its creditors or if a windingup order of the CONTRACTOR is made or (except for the purposes of amalgamation or reconstruction) a resolution for its voluntary windingup passed or a provisional liquidator, receiver, administrator or manager of its business or undertaking is appointed or takes or suffers any other analogous action under applicable laws, or if the CONTRACTOR, any CONTRACTOR PERSONNEL; forthwith and with immediate effect, without notice, and without the need for a judgment, if the CONTRACTOR or any SUBCONTRACTOR is in Conflict of Interest as defined in Article 17 below or gives or offers to give directly or indirectly any bribe, gift, gratuity, commission or other thing of value as an inducement or reward to influence or to favour or disfavour any person or entity in relation to the CONTRACT; or forthwith and with immediate effect, without notice, and without the need for a judgment, if any stated maximum LIQUIDATED DAMAGES in Appendix B has been reached.
(iii)
(iv)
12.6A
LREDC shall have the right to terminate the CONTRACT or all or any part of the WORK, at the convenience and sole discretion of LREDC, and at such time or times as LREDC may require, by giving twenty eight (28) days notice to the CONTRACTOR. In the event of LREDC giving the CONTRACTOR notice of termination of all or any part of the WORK, such notice shall become effective on the date specified therein (or in the absence of any specified date at the date of receipt of the notice), whereupon the CONTRACTOR shall immediately and in an orderly manner: (i) (ii) cease performance of the WORK or such part thereof as may be specified in the notice; allow LREDC or its nominee full right of access to the CONSTRUCTION SITE to remove and/or take over the WORK or the relevant part of the WORK so far completed together with all materials, supplies, facilities, and equipment. LREDC shall have the right to complete the WORK or the relevant part of the WORK (using such materials and equipment) by other contractors; if instructed by LREDC, assign to LREDC, or its nominee, all or the relevant part of the rights in the SUBCONTRACTS relating to the WORK which the CONTRACTOR may have acquired or entered into; and remove all CONTRACTOR PERSONNEL, equipment and materials of the CONTRACTOR, other than that required under Sub-Article 12.7.ii, from the immediate area in which the WORK is being performed unless otherwise instructed by LREDC.
12.7
(iii)
(iv)
12.8
Within twenty eight (28) days of the effective date of termination, the CONTRACTOR shall deliver to LREDC all the TECHNICAL INFORMATION,
Page 34 of 50
and originals, copies and reproductions of all drawings, specifications, requisitions, calculations, programme listings, erection plans, schedules, software and all other data or documents prepared by the CONTRACTOR or any SUBCONTRACTOR. 12.9 In the event of termination under Sub-Article 12.6A above, the CONTRACTOR's entitlement to payment shall be limited to the amount calculated in accordance with Appendix B and shall comprise the following amounts: (i) payment for the part of the WORK already satisfactorily performed in accordance with the CONTRACT;and (ii) payment of reasonable, properly incurred and fully supported with documentation costs/expenses for: (a) demobilization of CONTRACTOR PERSONNEL, (b) materials and equipment already mobilized and/or (c) works and services already commenced by the CONTRACTOR or SUBCONTRACTORS for which cancellation cannot be made or can be made upon payment of cancellation fees, against documented proof. However, the CONTRACTOR shall not be entitled to reimbursement of any loss or alleged loss of overheads or profit or to further financial indemnification as a result of the termination. In the event of termination in accordance with Sub-Articles 12.6.i, 12.6.ii, 12.6.iii, or 12.6.iv, the CONTRACTOR shall not be entitled to receive any further payment until the WORK is completed by LREDC and until the costs of design, execution, completion and remedying of any defects, damages for delaying completion (if any), and all other costs and losses incurred by LREDC have been established by LREDC. LREDC may recover from the CONTRACTOR all such losses or damages incurred by LREDC and any extra costs for completing the WORK. LREDC shall have the right and is authorized to set-off against and deduct for said losses or damages, if any, payable by the CONTRACTOR. After recovering any such losses, damages and extra costs, LREDC shall pay any balance to the CONTRACTOR. If the sum of the total cost to LREDC of completing the WORK plus amounts previously paid to the CONTRACTOR for the WORK exceeds the CONTRACT PRICE, the CONTRACTOR shall promptly pay the difference to LREDC. The foregoing provisions of this Article are without prejudice to any other rights and/or remedies of LREDC under the CONTRACT or at law.
12.10
12.11
ARTICLE 13 LIABILITIES, INDEMNITIES AND INSURANCE 13.1 The CONTRACTOR shall release, protect, indemnify, defend and hold harmless LREDC and its AFFILIATES and its and their officers, employees and agents from all claims, losses, damages, costs (including legal costs), expense and liabilities of every kind and nature resulting wholly, partially or contributory from: i) loss of or damage to owned or rented property, facilities, material, equipment, and/or tools of the CONTRACTOR, its SUBCONTRACTORS or its or their respective officers, employees or agents; and
Page 35 of 50
ii)
personal injury, including fatal injury and disease, to any person employed by the CONTRACTOR or its SUBCONTRACTORS,
without regard to the cause or causes thereof, including, without limitation, the fault or negligence (whether sole, concurrent, active, passive or otherwise) or breach of duty (statutory, contractual or otherwise) of either PARTY or any other person or entity. 13.2 The CONTRACTOR shall release, protect, indemnify, defend and hold harmless LREDC and its AFFILIATES and its and their officers, employees and agents from all claims, losses, damages, costs (including legal costs), expense and liabilities of every kind and nature resulting from (i) personal injury, including fatal injury and disease, to any third party and/or (ii) loss of or damage to the property of any third party, arising directly or indirectly, wholly, partially or contributory out of or in connection with the performance of the CONTRACT. The CONTRACTOR shall fully indemnify LREDC in respect of any loss of or damage to LREDC, in connection with the performance of the CONTRACT caused by negligence, breach of duty, or misconduct of the CONTRACTOR, its SUBCONTRACTORS or their respective officers, employees or agents. The CONTRACTOR shall be responsible for, and shall release, protect, indemnify, defend and hold harmless LREDC and its AFFILIATES and its and their officers, employees or agents from all claims, damages, costs (including legal costs), expenses and liabilities arising from or as a direct or indirect result (wholly, partially or contributory) of any claim or legal action for unauthorized disclosure or use of any data, trade secrets or for patent, copyright, trademark or other intellectual property rights infringement arising from the CONTRACTORs performance under the CONTRACT and/or asserted against LREDC which either (i) concerns any of the WORK performed or supplied by the CONTRACTOR under the CONTRACT and is based solely upon an apparatus patent right or rights (as distinguished from product or process patent rights) or any other rights asserted against an individual item or items of equipment specified or installed in the exercise of the CONTRACTORs discretion where equipment of a different type or from another source could have been specified or installed by the CONTRACTOR for the same purpose without giving rise to said claim for infringement; or (ii) is based upon the performance of the WORK by the CONTRACTOR including the use of any tools, implements or construction processes by the CONTRACTOR; provided that if a claim or legal action for such disclosure, use and/or infringement is asserted against LREDC; (a) the CONTRACTOR is notified by LREDC in writing within a reasonable time of such claim or legal action; and (b) LREDC shall not settle such claim or legal action without first having obtained the CONTRACTORs consent in writing.
13.3
13.4
Page 36 of 50
In the event such claim or legal action for such disclosure, use and/or infringement results in a suit against LREDC, the CONTRACTOR shall, at its election and in the absence of a waiver of this indemnity by LREDC, have sole charge and direction thereof in LREDCs behalf so long as the CONTRACTOR diligently indemnifies LREDC and prosecutes defense of said suit. In the event the CONTRACTOR has charge of a suit brought against LREDC by a third party, LREDC shall render such assistance as the CONTRACTOR may reasonably require in the defense of such suit and LREDC shall have the right to be represented therein by counsel of its own choice and at its own expense. In the event LREDC is enjoined from COMPLETION of the WORK or any part thereof, or from the use, operation or enjoyment of the WORK or any part thereof as a result of such claim or legal action or any litigation based thereon, the CONTRACTOR shall promptly arrange to have such injunction removed. LREDCs acceptance of the CONTRACTORs proposed or supplied materials and equipment hereunder shall not be construed to relieve the CONTRACTOR of any obligation herein. 13.5 LREDC and the CONTRACTOR shall in no event be liable one to the other for indirect or consequential losses comprising loss of revenue, profit or anticipated profit loss of use of equipment or associated equipment, loss of production or down time costs, loss of opportunity, loss of contract, loss of goodwill, the cost of obtaining any new financing or maintaining any existing financing (including the making of any scheduled or other repayment or prepayment of debt and the payment of any interest or other costs, fees or expenses incurred in connection with the obtaining or maintaining of financing), howsoever arising including claims of each parties contractors, suppliers or LREDCs customers, and whether or not due in whole or in part to the negligence of either PARTY except to the extent that this Sub-Article 13.5 shall not prevent, limit or exclude any liability for such losses or costs insofar as they form part of (i) any agreed LIQUIDATED DAMAGES provided for in the CONTRACT, (ii) any part of the liabilities, expenses, costs, losses or damages relating to the CONTRACTOR's liability in respect of its third party indemnity obligations set out in this CONTRACT or (iii) LREDC's costs of taking steps of enforcement of its rights or entitlements against the CONTRACTOR under this CONTRACT. To the extent permissible under Qatar law, the liability of each PARTY under this CONTRACT shall in no event exceed one hundred percent (100%) of the CONTRACT PRICE except for (i) liabilities under third party indemnity provisions, (ii) the CONTRACTORs obligations to reinstate and/or make good defective works and services, (iii) the CONTRACTOR's liability in the case of fraud, fraudulent misrepresentation, willful misconduct or willful default, gross negligence or corrupt practices, (iv) the CONTRACTOR's liability in respect of its indemnity obligations set out in Article 13 . Without limiting the obligations of the CONTRACTOR or its insurers, the CONTRACTOR shall secure and at all times during the term of the
13.6
13.7
Page 37 of 50
CONTRACT maintain the agreed insurance coverage, as set forth in Appendix C. This insurance coverage shall apply from the EFFECTIVE DATE until the date of the DISCHARGE CERTIFICATE or the date specified in Appendix C whichever is later. 13.8 The CONTRACTOR shall also require all of its SUBCONTRACTORS to secure and at all times during the term of the CONTRACT maintain the agreed insurance coverage, as set forth in Appendix C, as deemed necessary by the CONTRACTOR. Any deficiencies in the coverage or policy limits of such SUBCONTRACTORS insurance coverage shall be the responsibility of the CONTRACTOR. Notwithstanding any provision in the CONTRACT to the contrary, LREDC shall not be obliged to make any payment to the CONTRACTOR, until the CONTRACTOR has delivered to LREDC such insurance policies and insurance certificates in accordance with requirements of Appendix C.
13.9
ARTICLE 14 - CONFIDENTIALITY AND AUDITS 14.1 As used herein, the term CONFIDENTIAL INFORMATION means this CONTRACT and all information, data, and/or processes (including TECHNICAL INFORMATION) which the CONTRACTOR, directly or indirectly, acquires from LREDC or its AFFILIATES or from the performance of the WORK or any other information acquired or generated concerning the technical and business activities and know-how of LREDC or its AFFILIATES, except information falling into any of the following categories: i. ii. information which, prior to the time of disclosure or acquisition hereunder, is in the public domain; information which, after disclosure or acquisition hereunder, enters the public domain, except where such entry is the result of the CONTRACTORs breach of this CONTRACT; information, other than that obtained from third parties, which, prior to disclosure or acquisition hereunder, was already lawfully in the CONTRACTORs possession either without limitation on disclosure to others or which subsequently becomes free of such limitation; information obtained by the CONTRACTOR from a third party who is lawfully in possession of such information and not subject to a contractual or fiduciary relationship with LREDC or any of its AFFILIATES or another with respect to said information. The CONTRACTOR may use and disclose such information in accordance with the terms under which it was provided by such third party.
iii.
iv.
14.2
CONFIDENTIAL INFORMATION shall not be deemed to be within the categories specified in Sub-Articles 14.1.i through 14.1.iv merely because such information is embraced by more general information lawfully in the public domain or in the CONTRACTORs possession. In addition, any combination of features shall not be deemed to be within the foregoing categories merely because individual features are in the public domain or in the CONTRACTOR's possession but only if the combination itself and its principle of operation are lawfully in the public domain or in the CONTRACTORs possession.
Page 38 of 50
14.3
The CONTRACTOR represents that it has a policy and procedure designed to protect trade secret rights of its own proprietary information including notices to its employees to prevent unauthorized publication and disclosure of such information. The CONTRACTOR agrees that CONFIDENTIAL INFORMATION shall be subject to such policy and procedure. In addition, the CONTRACTOR agrees that it shall not disclose any CONFIDENTIAL INFORMATION to any third party or use CONFIDENTIAL INFORMATION other than on LREDCs behalf except as LREDC may otherwise authorize in writing. If disclosure to a third party is so authorized, the CONTRACTOR shall enter into a confidentially agreement with said PARTY containing the same terms and conditions with respect to use or disclosure of CONFIDENTIAL INFORMATION as this Article 14 contains. The CONTRACTOR also agrees to safeguard all documents containing CONFIDENTIAL INFORMATION which LREDC may supply to the CONTRACTOR hereunder and all other documents containing CONFIDENTIAL INFORMATION whether prepared by the CONTRACTOR or another entity. The CONTRACTOR may make copies of such documents only to the extent necessary for the performance of the WORK. The CONTRACTOR shall prevent access to all such documents by third parties. On the date of the DISCHARGE CERTIFICATE, the CONTRACTOR agrees to return to LREDC all such documents containing CONFIDENTIAL INFORMATION, except the CONTRACT and any other items of CONFIDENTIAL INFORMATION which LREDC in writing authorizes the CONTRACTOR to retain, and to destroy all copies thereof. However, should the CONTRACTOR desire to retain certain documents and should it receive LREDCs APPROVAL, the CONTRACTOR shall continue to treat said documents in accordance with the terms of this Article 14. The CONTRACTOR also agrees to enter into confidentiality agreements with third parties upon LREDCs request and to keep in force confidentiality agreements concerning third parties proprietary information, which agreements shall permit the CONTRACTOR to use such parties proprietary information in the WORK. It is not LREDCs desire to be afforded access to confidential information of the CONTRACTOR, any SUBCONTRACTOR or any third party therefore, it is agreed that any information which the CONTRACTOR supplies or arranges to have supplied to LREDC shall not be subject to any obligation of confidence (data, processes, drawings, proposals, graphs, tables, specifications and the like ); and LREDC shall not be liable for any use or disclosure of such information and the CONTRACTOR shall release, protect, indemnify, defend and hold LREDC and its AFFILIATES harmless against any liability arising from such use or disclosure. The CONTRACTOR also warrants that it will not disclose to LREDC any information that is subject to an obligation of secrecy or confidentiality to any third person(s). For any WORK performed, the CONTRACTOR and any SUBCONTRACTOR shall keep accurate accounts and time records showing all costs, data and charges incurred in accordance with internationally accepted accounting principles and practices. LREDC or its authorized representative(s) or agent(s) shall have the right to examine, during business hours, all books, records, accounts, data, correspondences, instructions, specifications, plans, drawings, receipts and memoranda of the CONTRACTOR and any
14.4
14.5
14.6
14.7
Page 39 of 50
SUBCONTRACTOR insofar as they are pertinent to this CONTRACT. Such right shall not extend to the audit of the makeup of any fixed rates, prices or percentage charges. The CONTRACTOR shall be responsible for ensuring that all of its and any SUBCONTRACTORs documentation for reimbursable costs, if any, is preserved and made available at any time for audit, without any additional compensation thereof, up to two (2) years from the COMPLETION DATE of the WORK. LREDC shall have the right to photocopy or otherwise reproduce, at its own cost, any such books, records, accounts, correspondence, instructions, specifications, plans, drawings, receipts and memoranda of the CONTRACTOR and its SUBCONTRACTORS. 14.8 LREDC shall have full audit rights for all documentation in case of early termination of this CONTRACT or any substantial portion thereof or where the CONTRACTOR submits a claim, demand or proceeding against LREDC or its AFFILIATES arising out of or related to LREDCs performance of the terms and conditions of this CONTRACT.
ARTICLE 15 TITLE AND LICENCES 15.1 The CONTRACTOR agrees to disclose promptly to LREDC all inventions which it, or any CONTRACTOR PERSONNEL may conceive or first reduce to practice that are wholly or in part based on or derived from CONFIDENTIAL INFORMATION as defined in Article 14 or conceived or first reduced to practice during the course of the WORK. All rights, title and interest in and to such inventions shall belong to LREDC or its designee. The CONTRACTOR agrees to execute or have executed all documents and to perform or have performed all lawful acts which LREDC may deem desirable or necessary to perfect its or its designees title thereto and to obtain and maintain patent coverage thereon throughout the world. The CONTRACTOR may request LREDC to reimburse the CONTRACTOR for costs and expenses incurred in connection therewith which in LREDCs opinion are considered reasonable. The CONTRACTOR further agrees to grant and hereby grants to LREDC and AFFILIATES an irrevocable, royalty-free, non-exclusive, fully sub-licensable license to use, copy and reproduce any written documents, data, processes, drawings, specifications, graphical materials, photographs, models (including, without limitation, three-dimensional physical models) and all other information (including, without limitation, which is stored by electronic means) ("Documents") and any patents, trade secrets, know how or other intellectual property rights now or hereafter owned or controlled by the CONTRACTOR, and contained in any Documents prepared by or on behalf of the CONTRACTOR or any SUBCONTRACTOR for any purpose connected with the WORK including the financing, design, manufacture, construction, operation, maintenance, repair or alteration of the FACILITY. The CONTRACTOR shall obtain the same rights, obligations and/or licenses with respect to inventions and/or patents as stated in Articles 15.1 and 15.2 from any SUBCONTRACTOR used by the CONTRACTOR pursuant to the WORK. Without prejudice to Sub-Article 15.2 above, title to the right to possession of and free right of use of all reports drawings, specifications, data, processes, calculations, computer software (including computer aided design models),
15.2
15.3
15.4
Page 40 of 50
other documents or materials and all other things created under or arising out of the CONTRACT including all intellectual property rights contained therein, shall vest in LREDC immediately upon the COMMENCEMENT DATE of the WORK or creation of the article or document or item as applicable. 15.5 Software shall for the purpose of Sub -Article 15.4, mean the database and all the machine codes, binaries, object codes and/or source codes, whether in a machine or human readable form and all improvements, modifications or updates thereof, flow charts, logic diagrams, passwords and output tapes. The CONTRACTOR shall upon COMPLETION of the WORK (and/or SECTION(s), if applicable) provide LREDC with a satisfactory, complete and up to date copy of the software and all other information necessary to ensure that LREDC can continue to satisfactorily use the software so provided by the CONTRACTOR. LREDC reserves the right to verify and validate any information contained within the software within one (1) year from the COMPLETION DATE of the WORK. The CONTRACTOR shall, at the CONTRACTORs expense, remedy any defects or inadequacies discovered and notified by LREDC to the CONTRACTOR during the said one (1) year and such defects or inadequacies shall be remedied within fourteen (14) days of receipt of such notification. For software other than that is mentioned in Sub-Article 15.4, the CONTRACTOR shall upon COMPLETION of the WORK (and/or SECTION(s), if applicable) provide LREDC with a copy of the user licenses of such software and all other information and any other documentation defined in the CONTRACT. Unless otherwise stated in Appendix B, any associated license fees shall be deemed to be included in the CONTRACT PRICE. The FACILITY shall be and remain the property of LREDC solely. The CONTRACTOR shall ensure that any plant, materials or supplies intended for incorporation into the FACILITY shall be segregated and identified as belonging to LREDC and destined for the WORK, regardless of their physical location. All plant, materials and supplies provided by the CONTRACTOR or any SUBCONTRACTOR under the terms of the CONTRACT which are destined to be incorporated into the FACILITY shall become the property of LREDC upon delivery to the CONSTRUCTION SITE or any payment whatsoever by LREDC under the CONTRACT whichever is the earlier, except that property in any plant, materials and supplies provided by the CONTRACTOR or any SUBCONTRACTOR which are not in accordance with the CONTRACT and which are rejected by LREDC shall re-vest immediately in the CONTRACTOR or SUBCONTRACTOR as applicable. Where payment to the CONTRACTOR by LREDC includes payment for items of plant and materials which are not yet at the CONSTRUCTION SITE, the CONTRACTOR shall be entitled to payment for such plant and materials as part of the relevant payment milestone in accordance with Appendix B, as may be applicable, provided that (i) the relevant items of plant and materials have been marked as LREDC's property in accordance with LREDC's instructions and the CONTRACTOR has established to the satisfaction of LREDC that title in the relevant item or items has vested in LREDC, or (ii) the CONTRACTOR has delivered to LREDC evidence of a Bank Guarantee in a form acceptable to LREDC and issued by a Bank operating in Qatar and APPROVED in amounts and currencies equal to such payment . This Guarantee shall be valid until the items of plant and materials are properly
15.6
15.7
15.8
Page 41 of 50
stored at the CONSTRUCTION SITE and protected against loss, damage or deterioration. 15.9 The CONTRACTOR agrees that it will not claim any lien or charge on the WORK or any property of LREDC in the possession of the CONTRACTOR or at the CONSTRUCTION SITE. If at any time there shall be evidence of any lien, attachment, charge or claim to which, if established, the property of LREDC or the property of its AFFILIATE might be subjected and which is made against the CONTRACTOR, LREDC shall have the right to retain out of any payment to be made under the CONTRACT an amount sufficient to indemnify LREDC completely against such lien, attachment, charge or claim. Should there be any lien, attachment, charge or claim upon the property of LREDC or the property of its AFFILIATE, the CONTRACTOR agrees to refund to LREDC the costs incurred by LREDC in discharging any such lien, attachment, charge or claim imposed on the property of LREDC or the property of its AFFILIATE in consequence of the default of the CONTRACTOR. The CONTRACTOR shall immediately notify LREDC of any possible lien, attachment, charge or claim which may affect the WORK or any part thereof. Without prejudice to the provisions of this Article 15, the CONTRACTOR shall protect, indemnify, defend and hold harmless LREDC from and against all liens, attachments, charges or claims by the SUBCONTRACTORS in connection with or arising out of the CONTRACT. LREDC shall have the right to withhold the amount of any such lien, attachment, charge or claim from any payment to the CONTRACTOR under the CONTRACT until removal of such claim by the SUBCONTRACTORS. If such liens, attachments, charges or claims fall inside the scope of the insurances of the CONTRACTOR, it shall remain the responsibility of the CONTRACTOR to furnish LREDC with satisfactory written certification from the insurer of the CONTRACTOR that any such lien, attachment, charge or claim is covered by the insurance of the CONTRACTOR before LREDC shall release any money withheld hereunder. Notwithstanding the provisions of this Article 15, care, custody, control and reinstatement of the WORK and all plant, materials and supplies provided by the CONTRACTOR or any SUBCONTRACTOR for incorporation into the FACILITY as part of the WORK, shall remain with the CONTRACTOR until LREDC has issued a COMPLETION CERTIFICATE in respect of such WORK (or any part thereof) pursuant to Sub-Article 5.7 and shall thereupon pass to LREDC unless LREDC notifies the CONTRACTOR in writing that such care, custody, control and reinstatement is assumed by LREDC at an earlier date. Notwithstanding the foregoing, the CONTRACTOR shall also be so responsible for the care, custody, control and reinstatement of any outstanding work being carried out by the CONTRACTOR after such period and making good any loss or damage to such work from any such cause and for making good any loss or damage to the WORK (or any part thereof) caused by the CONTRACTOR or any SUBCONTRACTOR in the course of any such work or any WORK carried out pursuant to Sub-Article 6.2.
15.10
15.11
ARTICLE 15A CLAIMS a) Save for the CONTRACTOR deeming a LREDC INSTRUCTION to be a VARIATION, which is addressed under Article 8, if the CONTRACTOR considers itself to be entitled to any extension of the SCHEDULED COMPLETION DATE,
Page 42 of 50
any additional payment, costs, overheads, profit and/or other entitlements or relief from obligations, under any clause of these General Conditions of Contract or otherwise arising out of or in connection with the CONTRACT, the CONTRACTOR shall issue a written CLAIM NOTICE to LREDC describing the particulars regarding the event(s) or circumstance(s) giving rise to the claim, including but not limited to the following: i. ii. iii. iv. the material circumstances of the event including the cause or causes; the contractual basis of the claim; the nature and extent of any delay; the nature and extent of any resultant additional costs (and any associated overheads and profit entitlement (if any)); the corrective action already undertaken or to be undertaken; the effect on the critical path noted on the EXECUTION PROGRAMME, including any milestone dates (in accordance with the TIME IMPACT ANALYSIS requirements under Sub-Article 4.7; the period, if any, by which in its opinion the SCHEDULED COMPLETION DATE should be extended (in accordance with the T IME IMPACT ANALYSIS requirements under Sub-Article 4.7; the adjustment, if any which in its opinion should be made to the CONTRACT PRICE; and a statement that it is a final claim or an interim claim pursuant to this Article 15A.
v. vi.
vii.
viii.
ix.
b) If the Claim under Sub-Article 15A(a) is noted to be interim claim, then the CONTRACTOR shall: i. Send further interim claims at monthly intervals, giving the accumulated delay and/or amount claimed, and such further particulars as described under Sub-Article 15A(a), or as the LREDC REPRESENTATIVE may reasonable require; and The CONTRACTOR shall send a final claim within twenty eight (28) days after the end of the effect resulting from the event or circumstance.
ii.
c) If the fully detailed claim (including any interim or final claim): i. does not comply with any of the requirements in Sub Article 15A(a),
the LREDCs REPRESENTATIVE may reject that part of the claim entirely and require the CONTRACOTR to resubmit the detailed claim (including any interim claim) in compliance with the requirements in Sub Article 15A(a) above and/or showing direct links between the loss incurred and each individual event / circumstance claimed (as the case may be). The CONTRACTOR acknowledges that its entitlement under this CONTRACT (if
Page 43 of 50
any) shall only be calculated and/or evaluated by reference to claims which comply with the requirements of this CONTRACT d) Within twenty eight (28) days after receiving the fully detailed claim in accordance with this Article 15A, or within such other period as may be agreed in writing between the PARTIES, the LREDC REPRESENTATIVE shall respond with APPROVAL, or with disapproval and comments. The LREDC REPRESENTATIVE may also request any necessary further particulars. e) If the claim has been APPROVED by LREDC REPRESENTATIVE in principle, then the CONTRACTORs entitlement for such claim shall be evaluated in accordance with Article 8. f) The requirements of this Sub-Article are in addition to those of any other SubArticle which may apply to a claim, any extension of time and/any additional payment shall take into 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 this Sub-Article 15A g) If the CONTRACTOR fails to give a CLAIM NOTICE duly completed and signed including detailed particulars within the period required under this Sub-Article 15A, the SCHEDULED COMPLETION DATE shall not be extended, and the CONTRACTOR shall not be entitled for additional payment or cost or overhead or profit, and the CONTRACTOR shall be deemed to have waived its entitlement to make such claim, and LREDC shall be discharged from all liability arising out of or in connection with the claim. Otherwise, the following provisions of this Article shall apply. h) The CONTRACTOR shall keep such contemporary records as may be necessary to substantiate any claim, either on the WORKSITE or at another location acceptable to LREDC REPRESENTATIVE. Without admitting the LREDC's liability, the LREDC REPRESENTATIVE may, after receiving any notice under this Sub-Article 15A, monitor the record-keeping and/or instruct the CONTRACTOR to keep further contemporary records. The CONTRACTOR shall permit LREDC's delegated REPRESENTATIVE to inspect all these records, and shall (if instructed) submit copies to the LREDC's delegated REPRESENTATIVE.
Page 44 of 50
i)
For the avoidance of doubt, a delay caused by any act or omission of LREDC or any failure by LREDC or LREDC REPRESENTATIVE to comply with this SubArticle will not, for any reason, render any LIQUIDATED DAMAGES under this CONTRACT void, invalid or unenforceable, and will not relieve the CONTRACTOR of its obligations with respect to LIQUIDATED DAMAGES, or limit LREDC's entitlement to apply LIQUIDATED DAMAGES or otherwise to recover delay damages or any other damages for delay which may be made by LREDC in respect of failure to achieve COMPLETION of the WORK (and/or SECTION(s), as may be applicable). An extension to the SCHEDULED COMPLETION DATE granted under this Article is, unless otherwise stated in the CONTRACT, the CONTRACTOR's sole entitlement to compensation for delay (including, but not limited to disruption, acceleration etc.) caused by LREDC, whether in breach of the CONTRACT or otherwise and is in substitution for and excludes the CONTRACTOR's rights and remedies at law (including the right to recover damages for breach of the CONTRACT or otherwise).
j)
k) Nothing in this Article 15A creates an additional right or entitlement of the CONTRACTOR to an extension to the SCHEDULED COMPLETION DATE, additional payment and/or relief from obligations, where such right or entitlement did not otherwise exist under the CONTRACT. l) Despite any other provision of the CONTRACT, the CONTRACTOR shall use its best endeavours, acting in accordance with the BEST PRACTICES AND ACCEPTED PROFESSIONAL STANDARDS to mitigate the effects of any event or circumstance which has or may adversely affect the WORK, increase the CONTRACT PRICE or delay the execution of the WORK.
m) If within a period of ninety one (91) days after the issuance of the relevant CLAIM NOTICE, the PARTIES are still in disagreement regarding the CLAIM NOTICE, the aggrieved PARTY may proceed in accordance with Article 16. ARTICLE 16 LAWS, REGULATIONS AND SETTLEMENT OF DISPUTES 16.1 This CONTRACT shall be exclusively governed by and construed and enforced in accordance with the laws of the State of Qatar. The CONTRACTOR shall abide by and comply, and secure compliance by its SUBCONTRACTORS, with all applicable laws, including but not limited to all national (or state) legislation, statutes, ordinances and other laws, regulations and by-laws of any legally constituted public authority and any rules and regulations of any governmental or regulatory body having jurisdiction over the WORK. The CONTRACTOR shall obtain all licenses, permits, temporary permits and authorizations required by any applicable laws, rules and regulations for the performance of the WORK other than those which are to be obtained solely in the name of LREDC as specified in Appendix [A]. All costs for compliance with all applicable laws, rules and regulations and obtai ning authorities approvals, licenses and permits for performance of the WORK shall be for the account of the CONTRACTOR.
16.2
16.3
Page 45 of 50
16.4
All operations necessary for the performance of the CONTRACT shall be carried on, so far as compliance with the requirements of the CONTRACT permits, so as not to interfere unnecessarily or improperly with the convenience of the public or the access to, use and occupation of places or properties whether in the possession of LREDC, the CONTRACTOR, SUBCONTRACTORS or any other person. The CONTRACTOR hereby indemnifies LREDC against all claims, demands, proceedings, damages, costs, charges and expenses whatever arising in relation to any of the aforesaid matters is so far as the CONTRACTOR is responsible for such interference. If after EFFECTIVE DATE, any law, regulation, ordinance, order or by-law having the force of law in Qatar, is enacted, promulgated, abrogated or changed (which shall be deemed to include any change, interpretation or application by the competent authorities) which would not have been reasonably foreseen by an experienced contractor as at the EFFECTIVE DATE and which subsequently affects the costs and expenses of the CONTRACTOR or delays the COMPLETION of the WORK( and/or SECTION(s), if applicable), the CONTRACT PRICE shall be correspondingly increased or decreased in accordance with Article 8 and/or the SCHEDULED COMPLETION DATE of the WORK (and/or SECTION(s), if applicable) in accordance with Sub-Article 4.7, provided that the PARTY seeking benefits of the change fully documents the effects of such changes. If after fully exhausting the procedure outlined in Article 8 (with respect to CONTRACTOR deeming an LREDC INSTRUCTION to be a VARIATION) and Sub-Article 15A (with respect to the CLAIM NOTICE(s)), the CONTRACTOR still considers that a controversy, a claim, a dispute, a difference and/or any other similar matter arising out of or relating to this CONTRACT (all such controversies, claims, disputes, differences and other similar matters are hereinafter referred to as "Dispute") exists it shall notify LREDC of the Dispute in writing (such notification hereinafter referred to as Dispute Notice). Subject to Sub-Article 16.6, and in any event, the CONTRACTOR shall not have the right to raise a Dispute Notice if one hundred and five (105) days have elapsed after the date that the CONTRACTOR became aware (or should have become aware) of the event giving rise to a Dispute. If the CONTRACTOR fails to give notice of a Dispute within such period of one hundred and five (105) days, the CONTRACTOR shall not be entitled to any extension to the SCHEDULED COMPLETION DATE or payment for any associated costs and LREDC shall be discharged from all liability in connection with such Dispute. LREDC and the CONTRACTOR shall in good faith and using all reasonable efforts in the spirit of co-operation take all steps as may be necessary or desirable to settle amicably any Dispute through negotiations and other constructive discussions. If in the opinion of either PARTY it is not possible, after sixty three (63) days to settle the Dispute through mutual consultation that PARTY shall first refer the Dispute in writing to a committee comprising one [director/senior manager] of each of the PARTIES or such replacement persons as may be nominated from time to time who shall not be involved in the day to day running and/or management of the CONTRACT (the "Management Committee") with a copy of the notice of referral to the other
16.5
16.6
16.7
16.8
Page 46 of 50
PARTY. The Management Committee shall convene at a mutually agreed venue within seven (7) days of the notice of referral to consider the information available and shall provide an opinion within twenty one (21) days of the notice of referral, provided that the PARTIES may agree to longer periods for convening the Management Committee and for it to provide an opinion. If, within such twenty-one (21) day or longer period as aforesaid, a unanimous decision is reached by the Management Committee resolving the Dispute or difference, such decision shall be final and binding on the Parties. 16.9 If the PARTIES fail to resolve any Dispute by mutual consultation in accordance with Sub-Article 16.8 above, including where the Management Committee does not reach unanimous decision or is not properly convened, the Dispute shall (on the basis that a PARTY wishes to pursue the Dispute) be referred to final determination by arbitration in accordance with this SubArticle. The arbitration shall be conducted according to the Arbitration Rules of the International Chamber of Commerce (the "Rules"). The seat of arbitration shall be Qatar or any other mutually agreeable location. The language of the arbitration shall be English. In case of conflict between the Rules and the provisions of this Article, the provisions hereof shall prevail. The number of arbitrators shall be three (3). Notwithstanding the provisions of Sub-Articles 16.6, 16.7, 16.8 and 16.9 above, LREDC will solely decide on all matters which are specifically reserved in this CONTRACT for APPROVAL by LREDC. The CONTRACTOR shall not at any time suspend performance of the WORK, including any part thereof which is subject of a Dispute, or any of its obligations under the CONTRACT pending resolution or settlement of a Dispute and shall proceed with all due diligence with the WORK and all its other obligations in full compliance with the CONTRACT.
16.10
16.11
ARTICLE 17 BUSINESS ETHICS 17.1 The term Conflict of Interest as used herein means any potential or actual situation or circumstances where (i) while performing the WORK there is an opportunity for the CONTRACTOR to engage in duplication or overlap of services or works, or (ii) there is an incident as of those described in SubArticle 17.4 below, and/or (iii) there is an opportunity for the CONTRACTOR and/or CONTRACTOR PERSONNEL to improperly influence any LREDC decision and/or utilize the WORK or CONFIDENTIAL INFORMATION, to further the CONTRACTORs or CONTRACTOR PERSONNELs interests or the interests of the CONTRACTORs parent co mpany, affiliates, sister companies, joint venturers or any other company or entity which the CONTRACTOR or CONTRACTOR PERSONNEL have any interest therein. The CONTRACTOR represents and warrants that entering into the CONTRACT or its performance thereunder does not create nor will it create any Conflict of Interest as to any relationship, contractual, fiduciary or otherwise, which the CONTRACTOR may have with LREDC or any third party related or affiliated with LREDC, or the CONTRACT.
17.2
Page 47 of 50
17.3
The CONTRACTOR represents, warrants and shall ensure that neither it nor CONTRACTOR PERSONNEL shall enter into any Conflict of Interest throughout the currency of the CONTRACT. The CONTRACTOR warrants that neither it nor any CONTRACTOR PERSONNEL (i) has paid or shall pay any commission, fee, rebate or anything of value to or for the benefit of any employee or officer of LREDC, (ii) has favoured or shall favour employees or officers of LREDC with gifts or entertainment other than normal business practices, or (iii) shall enter into any business arrangement with any employee or officer of LREDC in their individual or any other capacity except as formally delegated to them by LREDC. If any Conflict of Interest arises any time during the currency of the CONTRACT, the CONTRACTOR shall so notify LREDC immediately. The CONTRACTOR and LREDC shall use their best efforts to settle any point of Conflict of Interest satisfactorily. If LREDC discovers any Conflict of Interest that has not been notified to it by the CONTRACTOR, LREDC shall have the right to take the action it deems necessary to protect its interests including termination of the CONTRACT forthwith in accordance with Article 12.
17.4
17.5
ARTICLE 18 MISCELLANEOUS PROVISIONS 18.1 In order that the PARTIES hereto may fully exercise their rights and perform their obligations hereunder arising from the performances of the WORK under this CONTRACT, such provisions of this CONTRACT which are of a continuing nature or which are required to ensure such exercise or performance shall survive the COMPLETION or termination of this CONTRACT for any cause whatsoever. The invalidity or unenforceability of any portion or provision of this CONTRACT shall in no way affect the validity or enforceability of any other portion or provision hereof. Any invalid or unenforceable portion or provision shall be deemed severed from this CONTRACT and the balance of the CONTRACT shall be construed and enforced as if the CONTRACT did not contain such invalid or unenforceable portion or provision. The CONTRACTOR agrees that all public relations matters arising out of or in connection with the WORK and/or this CONTRACT shall be the sole authority and responsibility of LREDC. The CONTRACTOR shall obtain LREDCs APPROVAL of the text of any announcement, publication or other type of communication concerning the WORK and/or this CONTRACT which the CONTRACTOR or its SUBCONTRACTORS wish to release for publication. The CONTRACTOR shall not use LREDCs name in any publication with out APPROVAL. This CONTRACT embodies the entire agreement between the PARTIES and supersedes and replaces any and all oral or written communications between the PARTIES in relation to the subject matter hereof. Neither PARTY shall be liable to the other for any statement, representation, promise, inducement or understanding of any kind or nature not set forth herein. No changes, amendments or modifications of the terms and conditions of this CONTRACT shall be valid unless reduced to writing and signed by the PARTIES.
18.2
18.3
18.4
Page 48 of 50
18.5
Failure on the part of LREDC at any time to enforce or to require the strict adherence to any performance of any of the terms or conditions of the CONTRACT shall not constitute a waiver of such terms or conditions and shall not affect or impair such terms or conditions in any way or the right of LREDC at any time to avail itself of such remedies as it may have had for each and every breach of such terms and conditions. No waiver of any breach or default of the CONTRACT shall constitute a waiver of any other breach or default, whether of the same or any other covenant, term or condition unless specified in writing by the waiving PARTY. The subsequent performance of any other terms, covenants, conditions of the CONTRACT shall not constitute awaiver of any preceding breach or default, regardless of the other PARTYs knowledge of the preceding breach or default at the time of subsequent performance, nor shall any delay or omissions of either PARTYs exercise of any right arising from any such breach or default affect or impair the PARTIES rights as to the same or future breach or default. Where the CONTRACTOR has effected any design, services or works in furtherance of the WORK prior to the EFFECTIVE DATE, the PARTIES agree that such activities shall be considered, without any extension to the EXECUTION PROGRAMME, as if they had been carried out after the EFFECTIVE DATE and that they are subject to all terms and conditions of the CONTRACT. Furthermore, the CONTRACTOR warrants to the LREDC that such activities have been carried out in accordance with the requirements of the CONTRACT and confirms that the warranties and undertakings set out in this CONTRACT apply to such activities (without prejudice to the generality of such warranties and undertakings).
18.6
ARTICLE 19 REPRESENTATIVES AND NOTICES 19.1 Each PARTY has nominated its REPRESENTATIVE for this CONTRACT. The name and contact address of LREDC REPRESENTATIVE is set forth in Appendix F and the name and contact address of the CONTRACTOR REPRESENTATIVE is set forth in Appendix D. The REPRESENTATIVES shall have the duties, rights and obligations outlined as follows: i. All information, instructions and decisions by a PARTY shall be issued by the REPRESENTATIVE of that PARTY. All information, instructions and decisions from the REPRESENTATIVE of a PARTY shall commit that PARTY. ii. The REPRESENTATIVE of a PARTY may delegate in writing, any of its responsibilities to a nominated deputy or deputies. The terms of such delegation shall be subject to prior written notification to the other PARTY. Information, instructions and decisions from such a nominated deputy shall be as if from the REPRESENTATIVE of a PARTY. iii. All information, instructions and decisions by a PARTY to the other PARTY shall be effective only if such information, instructions and decisions have been addressed in writing to the receiving PARTYs REPRESENTATIVE or nominated deputy as the case may be. 19.2 LREDC shall have the right to change its REPRESENTATIVE or its REPRESENTATIVES deputies at any time at its sole discretion and shall
Page 49 of 50
notify the CONTRACTOR accordingly. The CONTRACTOR shall not change the CONTRACTOR REPRESENTATIVE without APPROVAL. 19.3 All notices and other communications to be given under the CONTRACT shall be in writing and shall be deemed to be effectively given: (i) on receipt if personally delivered, or (ii) on receipt if sent by prepaid registered mail with return receipt requested, or (iii) on receipt if transmitted by facsimile, or If facsimile transmittal takes place after normal business hours, notice shall be deemed given on the opening of business on the following business day to the other PARTY at its address set out in the CONTRACT (or such other address if such has been properly notified to the other PARTY with fourteen (14) days prior notice). 19.4 Notwithstanding the provisions of Sub-Article 19.3, routine communication transmitted by facsimile will not require a confirmation copy sent by mail. If LREDC consents to CONTRACTOR constituting a joint venture, consortium or other unincorporated grouping of two (2) or more persons/entities: (a) the CONTRACT shall be signed by all members of the joint venture/consortium/ or other unincorporated grouping of two (2) or more persons/entities; (b) these persons/entities shall be deemed to be jointly and severally liable to the LREDC for the performance of the CONTRACT; (c) these persons/entities shall notify the LREDC of their leader who shall have authority to bind the CONTRACTOR and each of these persons; (d) these persons/entities shall not alter its composition or legal status without the prior consent of LREDC; (e) any material changes to liabilities, indemnities and financial responsibilities of the joint venture/consortium must be notified to LREDC for APPROVAL.
19.5
Page 50 of 50

Volume 01 CP07 A 1B

Uploaded by

Document Information

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Volume 01 CP07 A 1B

Uploaded by

Copyright:

Available Formats

LUSAIL DEVELOPMENT STRUCTURE OF TENDER DOCUMENTS FOR CONSTRUCTION OF CP07-A-1B: WATERFRONT COMMERCIAL / SEEF LUSAIL INFRASTRUCTURE WORKS NORTH

Part 3: Part 4: Part 5: VOLUME 3: Part 1: VOLUME 4: Part 1:

Part 2: Part 3: Part 4: Part 5:

INSTRUCTION TO TENDERERS & CONDITIONS OF CONTRACT

VOLUME 1 INSTRUCTIONS TO TENDERERS & CONDITIONS OF CONTRACT

PART 1 INSTRUCTIONS TO TENDERERS

VOLUME 1: PART 1 - INSTRUCTIONS TO TENDERERS

VOLUME 1: PART 1 INSTRUCTIONS TO TENDERERS

VOLUME 1: PART 1 INSTRUCTIONS TO TENDERERS

VOLUME 1: PART 1 INSTRUCTIONS TO TENDERERS

VOLUME 1: PART 1 INSTRUCTIONS TO TENDERERS

VOLUME 1: PART 1 INSTRUCTIONS TO TENDERERS

VOLUME 1: PART 1 INSTRUCTIONS TO TENDERERS

VOLUME 1: PART 1 INSTRUCTIONS TO TENDERERS

VOLUME 1: PART 1 INSTRUCTIONS TO TENDERERS

VOLUME 1: PART 1 INSTRUCTIONS TO TENDERERS (ATTACHMENT 1)

VOLUME 1: PART 1 INSTRUCTIONS TO TENDERERS (ATTACHMENT 1)

VOLUME 1: PART 1 INSTRUCTIONS TO TENDERERS (ATTACHMENT 1)

Signature: ............................................... Date: ....................................................... Company Stamp:

VOLUME 1: PART 1 INSTRUCTIONS TO TENDERERS (ATTACHMENT 1)

a.___________________________________________________ b.___________________________________________________ 2. We confirm that we:

VOLUME 1: PART 1 INSTRUCTIONS TO TENDERERS (ATTACHMENT 2)

VOLUME 1: PART 1 INSTRUCTIONS TO TENDERERS (ATTACHMENT 3)

For the attention of:

TENDER NO : TENDER TITLE:

VOLUME 1: PART 1 INSTRUCTIONS TO TENDERERS (ATTACHMENT 4)

Tender Bond (in a separate envelope) Technical Package including:

VOLUME 1: PART 1 INSTRUCTIONS TO TENDERERS (ATTACHMENT 4)

Tenderers company seal

VOLUME 1: PART 1 INSTRUCTIONS TO TENDERERS (ATTACHMENT 4)

ATTACHMENT 5- FORM OF TENDER

For the attention of:

Mr. Khalid Ebrahim Al Hammadi (LREDC REPRESENTATIVE) Infrastructure Projects Director

TENDER NO: TENDER TITLE:

55004699 CP07-A-1B Waterfront Commercial/Seef Lusail Infrastructure Works North

Commercial Details of any Alternative Proposal

VOLUME 1: PART 1 INSTRUCTIONS TO TENDERERS (ATTACHMENT 5)

TENDERER COMPANY SEAL:

VOLUME 1: PART 1 INSTRUCTIONS TO TENDERERS (ATTACHMENT 5)

PART 2 FORM OF AGREEMENT

VOLUME 1: PART 2 - FORM OF AGREEMENT

CP07-A-1B Waterfront Works - North

VOLUME 1: PART 2 - FORM OF AGREEMENT

For the CONTRACTOR:

Signature :_________________________ Name Title Date :_________________________ :_________________________ :_________________________

Signature:________________________ Name Title Date :________________________ :________________________ :________________________

VOLUME 1: PART 2 - FORM OF AGREEMENT

PART 3 GENERAL CONDITIONS OF CONTRACT

VOLUME 1: PART 3 - GENERAL CONDITIONS OF CONTRACT

GENERAL CONDITIONS OF CONTRACT FOR CONSTRUCTION

GENERAL CONDITIONS OF CONTRACT

GENERAL CONDITIONS OF CONTRACT

GENERAL CONDITIONS OF CONTRACT

GENERAL CONDITIONS OF CONTRACT

GENERAL CONDITIONS OF CONTRACT

GENERAL CONDITIONS OF CONTRACT

(c) (d) (e) (f) (g) (h)

GENERAL CONDITIONS OF CONTRACT

GENERAL CONDITIONS OF CONTRACT

GENERAL CONDITIONS OF CONTRACT

GENERAL CONDITIONS OF CONTRACT

GENERAL CONDITIONS OF CONTRACT

GENERAL CONDITIONS OF CONTRACT

a._ b._ 2. We confirm that we:

Signature :_____________ Name Title Date :_ :_ :_____________

Signature: Name Title Date : : :