SECTION

III. SPECIAL CONDITION OF CONTRACT

PREFACE
The Special Conditions of Contract appearing in this section are linked with the General Conditions of Contract appearing in Section VII of the Contract Documents. This section shall, therefore, be read in conjunction with Section VII of the Contract Documents. The Clauses in this Section having Clause Numbers 62 or less are amendments of the General Conditions of Contract Section VII and carry the numbers of the Clauses which they amend. The following Clauses are additional to Part I: 63, 64, 65, 66, 67 and 68. Wherever there is a conflict or inconsistency, between the Special Conditions of Contract and the General Conditions the provisions stipulated hereinafter shall prevail over and supersede those appearing in the General Conditions of Contract Section VII.

A. GENERAL
Sub Clause 1.1
The Employer is .

Clause 1 DEFINITION Ashegoda Wind Power Construction Project

The address of the Employer: Project Manager Ashegoda Wind Power Construction Project
Town/City: Mekele PO Box No/Postal Code: 1138 Country: Ethiopia Telephone: Facsimile number:

Electronic mail address:

The Engineer is VERGNET Project Site Representative

The name and procurement reference number of the Contract is Ashegoda Wind Farm Project Construction Project Contract no. The Works consist of : Geotechnical Investigation

Core drilling Test PIT Sampling Laboratory Test Field Test Report

The Start/Commencement Date will be reached when the last of the following conditions will have been met:
Advance Payment Guarantee is issued by the Contractor Advance Payment of 20% of the total contract price is received by the Contractor Performance securities for 10% of the total contract price is issued by the Contractor Handover of the Construction Site is issued by the Employer

Upon the fulfilment of the above conditions, the Employer shall provide the Contractor with a notice to proceed stating the Start/Commencement Date. The Intended Completion Date for the whole of the Works is 120 days.

Clause 2 Interpretation Sub Clause 2.2 Sub Clause 2.3

No sectional completion is specified for this contract. The following documents also form part of the Contract:

i) ii)

Addendum (if any) Minutes of Contract Negotiation (if any)

Clause 6 Communications Sub Clause 6.1

Add the following statement to Sub Clause 6.1 A notice shall be considered as delivered when it has been sent to one or more of the addresses in Sub Clause 6.2 through registered mail, facsimile or electronically. Add New Sub Clause 6.2 For communications purposes, the Employers address is: Attention: Project Manager Ashegoda Wind Power Construction Project Town/City: Mekele PO Box No/Postal Code: 1138 Country: Ethiopia Telephone: Facsimile number: Electronic mail address: r.pelissier@vergnet.fr For communications purposes, the Contractor address is:[to be inserted]

Sub Clause 6.2

Clause 8 Other Contractors Sub Clause 8.1

The schedule of Other Contractors, Public authorities, Utilities shall be as from time to time be advised by the Engineer. These schedules when so advised by the Employer shall form an integral part of this agreement for the purpose of Sub Clause 8.1 herein.

Clause 9 Personnel Sub Clause 9.1

The Schedule of Key Personnel for the Contract are: Project Manager Geotechnical Engineer Material Engineer Chief Drillers Chief Mechanics

Sub Clause 9.2

Add to Clause 9 the following Sub-Clauses 9.2 The Contractor shall appoint a competent, full time and authorized representative of the Contractor approved in writing by the Engineer (which approval may be withdrawn at any time) to act in relation to the

execution of the works. Delete If the Engineer asks the Contractor to remove a person who is a member of the Contractors staff or work force, stating the reasons, the Contractor shall ensure that the person leaves the Site within seven days and has no further connection with the work in the Contract in Clause 9, and Replace it by: If the Engineer asks the Contractor to remove a person who is a member of the Contractors staff or work force, stating the reasons, the Contractor shall ensure that the person leaves the Site within seven days and has no further connection with the work in the Contract and replace him within 5 more days.

Sub Clause 9.3

Add to Clause 9 the following Sub-Clauses 9.3 Sub Clause 9.3 Contractors Superintendent The Contractor shall, within seven (7) days of receipt of the Engineers order to commence the works, confirm to the Engineer in writing, the name of the Contractors Representative and the anticipated date of his arrival to the site.

Clause 11 Employer Risks Sub Clause 11.1

The Employers risks are modified as follows. Delete and replace with:The Employers risks are insofar as they directly affect the execution of the Works in the country where the Permanent Works are to be executed: war and hostilities (whether war be declared or not), invasion, act of foreign enemies; rebellion, revolution, insurrection, military or usurped power, or civil war; ionizing radiations, or contamination by radioactivity from any nuclear fuel, or from any nuclear waste from the combustion of nuclear fuel, radioactive toxic explosive, or other hazardous properties of any explosive nuclear assembly or nuclear component thereof; pressure waves caused by aircraft or other aerial devices traveling at sonic or supersonic speeds; riot, commotion, or disorder, unless solely restricted to the employees of the Contractor or of his Subcontractors and arising from the conduct of the Works; loss or damage due to the use or occupation by the Employer of any Section or part of the Permanent Works, except as may be provided for in the Contract; loss or damage to the extent that it is due to the design of the Works, other than any part of the design provided by the Contractor or for which the Contractor is responsible.

Clause 13 Insurance Sub Clause 13.1

The minimum insurance cover and deductibles shall be: (a) The minimum cover for insurance of the Works, Plant and Materials is the value of the works (full replacement), plus 15% of full replacement, the loss or damage and against all losses or damage. (b) The maximum deductible for insurance of the Works, Plant and Materials is ETB (c) The minimum cover for insurance of Equipment is for a sum sufficient to provide for the full replacement at site. (d) The maximum deductible for insurance of Equipment is ETB (e) The minimum cover for insurance of property is in an amount equal to cover and indemnify the Employer against any loss or damage to any property. (f) The maximum deductible for insurance of property is ETB (g) The minimum cover for personal injury or death insurance is in an amount equal to cover and indemnify the Employer against any loss or damage to any personal injury or death with no deductible.

Clause 14 Site Investigation Reports Sub Clause 14.1

Site Investigation Report(s) that are provided as supplementary information are: Soils and Materials Report; and Engineering Report

Clause 16 Contractor to construct the works Sub Clause 16.1

Replace Sub Clause GCC 16.1 as The Contractor, subject to the provisions of the contract shall execute and complete the works and provide all labour, materials and construction plan, temporary works, transport to and from site together with every thing whether of temporary or permanent nature required in and for such execution of completion so far as the necessity for providing the same is specified in or reasonably to be inferred from the contract.

Clause 19 safety Sub Clause 19.1

Personal Protective Equipment (PPE) Provide basic PPE like overalls, hand gloves, helmets, footwear and any other that may be necessary for the protection of his workmen from accidents at the work place. The quality and the types of PPE requirements shall be determined by the Engineer depending on the level and type of the apparent exposures. The Contractor shall also provide the appropriate First Aid Kit and trained personnel for the treatment of minor accidents in the workplace. Traffic Direction and Management Take all precautionary measures to avoid accidents to his workmen. The Contractor shall take actions satisfactory to the Engineer in the direction and management of traffic (vehicular & human) by erection of signs approved by the Engineer and inform and guide the traffic. The

Sub Clause 19.2

signs erected shall be fully reflective and kept clean at all times.

Sub Clause 19.3

Accident reports, investigation reports and record keeping Keep record of all accidents and accident investigation records and promptly report the same to the Engineer in a format acceptable to him. Accident investigation report shall include among other things, the date and time of the accident, the cause of the accident and the corrective actions taken to deter similar accidents in the future. Security of the Work Site Provide and maintain at his own cost all lights, guards, fencing, warning signs and watching, when and where necessary or required by the Engineer, for the protection of the Works or for the safety and convenience of the public or others. Protection of the Environment Take all reasonable steps to protect the environment on and off the Site and to avoid damage or nuisance to persons or to property of the public or others resulting from pollution, noise or other causes arising as a consequence of his methods of operation.

Sub Clause 19.4

Sub Clause 19.5

Clause 25 Procedure for Disputes Sub Clause 25.2

Fees and types of reimbursable expenses to be paid to the Adjudicator are: 1. Fee: [to be inserted]. 2. Reimbursable are: Transport (economy class) Accommodation Additional transport expenses, if any Any other reimbursable expenses shall be included under item.1 (fee) The institution whose arbitration procedures shall be used is: Addis Ababa Chamber of Commerce Arbitration Institute or the Ethiopian Arbitration and Conciliation Centre. Arbitration shall take place at a place to be designated by the Parties.

Sub Clause 25.3

Clause 26 Replacement of Adjudicator Sub Clause 26.1

The Appointing Authority for the Adjudicator is: Addis Ababa Chamber of Commerce Arbitration Institute or the Ethiopian Arbitration and Conciliation Centre.

B. TIME CONTROL
Clause 27 Program Sub Clause 27.1 Sub Clause 27.2
The Contractor shall submit a revised program for the works within 7 (seven) days of delivery of the Notice of Acceptance.

The Employer shall have the right to withhold payment in an amount of 5% of any payment certificate(s) if the Contractor fails to submit the Construction Programme or Revised Construction Programmes. The amount thus withheld will be eligible for reimbursement in the Interim Payment Certificate for the month following the month of submittal of the Program.

Sub Clause 27.3

New Sub Clause 27.6Failure to Mobilize in accordance with Programme Failure by the Contractor to mobilize, in accordance with the Contractors undertakings under the Clause 27 Program consented to by the Engineer, shall qualify as grounds for the serving of notice under the provisions of Sub-Clause 59.2 of the Conditions of Contract.

C. QUALITY CONTROL
Clause 35 Correction of Defects Sub Clause 35.1
Not Applicable

D. COST CONTROL
Clause 37 Bill of Quantities or Activity Schedule Sub Clause This Contract is an Admeasurements Contract with a Bill of Quantities. 37.1 Clause 41 Cash Flow forcasts Add the following paragraphs to this sub clause:Sub Clause 41.1

The time within which the detailed cash flow estimate shall be submitted shall be the seven (7) days of delivery of the Notice of Acceptance. In preparing the estimates, the Contractor shall make provision for advance payment, repayment of advance, payment for services provided by the Employer, and timing implications of Clause 43.

Clause 44 Compensation Events

Sub Clause 44.1(c) Sub Clause 44.1(g)
Delete Clause 44.1 (c) and replace by The Engineer does not issue Drawings, Specifications, or instructions required for execution of the Works within 14 days shall be Compensation Event. Delete Clause 44.1 (g) and replace by The Engineer gives an instruction for dealing with an unforeseen condition, caused by the Employer.

Clause 45 Tax Clause 47 Price Adjustment Sub Clause 47.1 Sub Clause 48.1
Not Applicable

Clause 48 Retention
The proportion of payments retained is five (5) percent of Interim Payment Certificates starting from the 1st certificate. The maximum amount of retention money is 5% (five percent) of the Contract Price plus the value of the variations ascertained in accordance with Clause 39.

Delete On completion of the whole of the works, half the total amount retained shall be repaid to the Contractor and half when the Defects Liability Period has passed Replace On completion of the whole of the works, the total amount retained shall be repaid to the Contractor

Clause 49 Liquidated Damages Sub Clause 49.1

The liquidated damages for the whole of the Works are 0.05% of the final Contract Price per day. The maximum amount of liquidated damages for the whole of the Works is ten (10) percent of the final Contract Price.

Clause 50 Bonus Sub Clause 50.1

The Bonus for the whole of the Works is 0(Zero) percent of the final contract Prices per day. The Maximum amount of Bonus for the whole of the Works is N/A percent of the final Contract Price.

Clause 51 Advance Payment Sub Clause 51.1

The maximum amount of mobilization Advance Payment is 20% (twenty percent) of the Contract Price excluding VAT and provisional sums. It will be paid in Ethiopian Birr. Mobilization Advance Payment will be paid to the Contractor no later than 5 (Five) days from Notice of Acceptance. Monthly recovery of Advance Payment shall be 30% or higher of the amount of monthly Interim payment certificate to complete the repayment prior to the time when 80% (eighty percent) of the contract price has been certified for payment.

Sub Clause 51.3

The Advance Payment will be repaid by deducting proportionate amounts from each monthly Interim Payment. Monthly recovery of Advance Payment shall be 30% (thirty percent) or higher of the amount of monthly Interim Payment Certificates to complete the repayment prior to the time when 80% (eighty percent) of the Contract Price has been certified for payment.

Clause 52 Securities Sub Clause 52.1

Add to Clause 52.1 The Contract Security shall be in the form of Indemnity insurance for the amount of 10% (ten percent) of the Contract Price. The Contract Security shall be in the form of an Unconditional Bank Guarantee or Performance Bond from Bank in Ethiopia in the amount of 10% (ten percent) of the Contract Price.

E. FINISHING THE CONTRACT

Clause 59 Termination Sub Clause 59.1 (b) Sub Clause 60.1
Delete Clause 59.1 (b) and replace by: The Engineer instructs the Contractor to suspend the progress of the Works, and the Suspension is not withdrawn within 90days.

Clause 60 PAYMENTS Upon Termination

The percentage to apply to the value of the work not completed, representing the Employers additional cost for completing the Works, is 10%.