Special Conditions Rev.

THE REPUBLIC OF IRAQ
MINISTRY OF ELECTRICITY (MoE)

ENERGY DISTRIBUTION OFFICE
Construction of 33/11kV Substations
(2 x 31.5 MVA)
Special Conditions
Rev. 0 March 2012

THE GOVERNMENT OF THE REPUBLIC OF IRAQ
MINISTRY OF ELECTRICITY
SPECIAL CONDITIONS
Table of Contents
II. Special Conditions............................................................................................................ 1

1. General Provisions ............................................................................................................ 1
2. The Owner ......................................................................................................................... 6
3. The Contractor .................................................................................................................. 6
4. Design .............................................................................................................................. 25
5. Staff and Labour ..............................................................................................................30
6. Plant, Materials and Workmanship .............................................................................. 31
7. Commencement, Delays and Suspension ...................................................................... 33
8. Tests on Completion ........................................................................................................ 38
9. Owner’s Taking Over ...................................................................................................... 39
10. Defects Liability ............................................................................................................ 41
11. Payment ........................................................................................................................ 45
12. Termination by Owner .................................................................................................. 51
13. Risk and Responsibility ................................................................................................ 52
14. Insurance ....................................................................................................................... 56
15. Force Majeure................................................................................................................ 63
16. Claims, Disputes and Arbitration ................................................................................ 64
Construction of 33/11 kV Substations

Special Conditions
Table of Contents
Rev. 0
I. SPECIAL CONDITIONS
1. GENERAL PROVISIONS
1.1 Definitions
1.1.1 1.1.1.1 ‘’Contract’’ means the Contract Agreement,

The Contract the Letter of Acceptance, the Letter of Tender,
these Conditions, the Technical Specifications,
the Schedules, the Contractor’s Proposal, and
the further documents (if any) which are listed
in the Contract Agreement or in the Letter of
Acceptance.
1.1.1.2 "Letter of Acceptance" means the letter of

formal acceptance, signed by the Owner, of
the Tender Letter, including any annexed
memoranda comprising agreements between
and signed by both Parties. If there is no such
letter of acceptance, the expression 'Letter of
Acceptance’ means the Contract Agreement
and the date of issuing or receiving the Letter
of Acceptance means the date of signing the
Contract Agreement. Whenever the ‘’Letter of
Acceptance’’ is appeared in the SC, it is
understood and read as the ‘’Notice of Award’’
1.1.1.3 "Letter of Technical Proposal " means the

document entitled to letter of technical
proposal, which was completed by the
Contractor. Letter of Financial Proposal means
the document entitled to letter of financial
proposal, which was completed by the
Contractor and includes the signed offer to the
Owner.

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1.1.1.4 ‘’Specification’’ means the documents entitled
specification, as included in the Contract, and
any additions and modifications to the
specification in accordance with the Contract.
Such document specified the Works.
‘’Technical Specifications’’ may be read as so.
1.1.1.5 ‘’Schedules’’ means the document(s) entitled

schedules, completed by the Contractor and
submitted with the Letter of Tender, as
included in the Contract. Such document may
include date, lists and schedules of payments
and/or prices.
1.1.1.6 ‘’Contractor’s Proposal’’ means the document

entitled Proposal, which the Contractor
submitted with the Letter of Tender, as
included in the Contract. Such document may
include the Contractor’s preliminary design.
1.1.1.7 ‘’Schedule of Guarantees’’, ‘’Schedule of

Payments’’ and ‘’Schedule of Payment
Currencies’’ mean the documents so named (if
any) which are comprised in the Schedules.
1.1.1.8 “Schedule of Quantities and Prices” mean the

documents so named which are comprised in
the Schedule.
1.1.2 1.1.2.1 ‘’Employer’’ means Ministry of Electricity in

Parties and Iraq and the legal successors in title to this
Persons position. ‘’Owner’’ can be read as the
Employer in accordance with the text.

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1.1.2.2 “Engineer” means an engineer or a group of
engineers and experts appointed by the Owner
to act as the Engineer for the purpose of the
Contract to represent and on behalf of the
Owner.
1.1.2.3 "Contractor's Representative" means the

person named by the Contractor in the
Contract or appointed from time to time by the
Contractor under Sub-Clause 3.3 [Contractor's
Representative], who acts on behalf of the
Contractor. Whenever the ‘’Authorized
Representative’’ from the Contractor is found
in SC, it is understood and read as the
Contractor’s Representative.
1.1.3 1.1.3.1 "Time for Completion" means the time for

Dates, Tests, completing the Works). The Works shall be
Periods and completed and taken over (TOAC) for from the
Completion commencement of the Works.
1.1.3.2 "Tests on Completion" means the tests for the

Taking Over and Acceptance, which are
specified in the Contract or agreed by both
Parties or instructed as a Variation, and which
are carried out under Clause 9 [Owner’s
Taking Over] before the Works or a Section (as
the case may be) are taken over by the Owner.
1.1.3.3 "Taking-Over Certificate" means a certificate

issued under Clause 9 [Owner's Taking Over].
Whenever the ‘’Taking Over and Acceptance
Certificate (TOAC)” is appeared in SC, it is
understood and read as the ‘’Taking-Over
Certificate’’.

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1.1.3.4 “Defects Notification Period” shall read as
“Warranty Period”.
1.1.3.5 "Performance Certificate" means the Final

Acceptance Certificate, which is issued under
Sub-Clause 10.3 [Performance Certificate].
1.2 All notices required by the Contractor to be given by the
Communications Contractor to the Owner shall be validly made by registered
letter or by personal delivery with acknowledgement or receipt
required, at the address as set forth below or as such address
may have been changed by written notice:
The Owner
Ministry of Electricity (MoE)
Baghdad, Iraq
General Directorate of Electricity Distribution
of ………
1.3 The Contract shall be construed and governed by the laws of

Law and Iraq. The Contract is prepared and executed in the English and
Language Arabic languages. The English language shall be used in all
written communications, instructions, catalogues, brochures,
pamphlets, invoices, documents, labels on the Works, and any
other information to be given.
1.4 The documents forming the Contract are to be taken as

Priority of mutually explanatory of one another. For the purposes of
Documents interpretation, the priority of the documents shall be in
accordance with the following sequence:
(a) Special Conditions.
(b) General information about the tenderer
(c) Technical Data,
(d) Schedule of Quantities and Prices
(e) Technical Specifications

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If ambiguity or discrepancy is found in the documents, the
Engineer shall issue any necessary clarification or instruction.
1.5 The Contract is effective and valid from the signing of the
Contract Contract. Until the Contractor duly completes the Works on the
Agreement Contract is legally terminated by either the Owner or the
Contractor.
1.6 Each of the Contractor's Documents shall be in the custody and
Care and Supply care of the Contractor, unless and until taken over by the
of Documents Owner. Unless otherwise stated in the Contract, the Contractor
shall supply to the Owner six copies of each of the Contractor's
Documents.
The Contractor shall keep, on the Site, a copy of the Contract,

publications named in the Specification, the Contractor's
Documents (if any), the Drawings and Variations and other
communications given under the Contract. The Owner's
Personnel shall have the right of access to all these documents
at any reasonable times.
If a Party becomes aware of an error or defect of a technical

nature in a document which was prepared for use in executing
the Works, the Party shall promptly give notice to the other
Party of such error or defect.
1.7 The Contractor shall, in all matters arising in the performance
Compliance with of the Contract, conform in all respects with the provisions of
Laws the laws of Iraq and Iraqi general conditions for electrical, civil
and mechanical engineering works which issued by The Ministry
of Planning of IRAQ.
The Contractor shall report to the Owner any discrepancy or

inconsistency discovered between the Contract and any national
or state statute, ordinance, or other law, or any regulations, or
by law of any local or duly constituted authority during the
execution of the Works.

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2. THE OWNER
2.1 The Owner shall give the Contractor right of access to, and
Right of possession of, all parts of the Site by kick-off meeting after
Access to Signing the contract The right and possession may not be
the Site exclusive to the Contractor. If, under the Contract, the Owner is
required to give to the Contractor possession of any foundation,
structure, plant or means of access, the Owner shall do so in the
time and manner stated in the Technical Specifications.
If the Owner fails to give the above right to the Contractor within
the mentioned date, the Contractor shall give notice to the Owner
to access and possession of the Site within such times as may be
required to enable the Contractor to proceed in accordance with
the program submitted under the Contract.
2.2 Permits, The Contractor shall procure and pay for all permits, licenses,
Licenses or except as otherwise specified hereunder, and shall furnish any
Approvals (rep bonds, security, or deposits required to permit performance of the
Works hereunder. The Owner shall assist the Contractor, as
necessary, in securing all permits which may be required pursuant
to the scope of the Work in Iraq, and the Contractor shall pay fees
in connection therewith.
3. THE CONTRACTOR
3.1 The Contractor shall design, execute and complete the Works in
Contractor's accordance with the Contract, and shall remedy any defects in the
General Works. When completed, the Works shall be fit for the purposes
Obligations for which the Works are intended as defined in the Contract.

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Extent of the Contract :
The Works under this Contract "Full Turn Key Basis" includes
design, manufacture, factory testing, delivery to Site, clearance,
inland transportation, loading, unloading, civil works, erection
testing at the Site, put in operation insurance till the Taking Over
and Acceptance Certificate, training and guarantees/warranties.
The scope of the Works generally includes, but not limited, to the
following:
3.1.1 Provide qualified engineers to supervise directly and

control completely its employees during the execution of
the Works including supervision and control of its
engineering, plant fabrication, construction, start up
testing means and methods and works at the Site.
3.1.2 Designate Authorized Representative(s) and the Key

Personnel to ensure that all of Contractor's contacts and
communication with the Owner on all matters shall be
made through such Authorized Representative.
3.1.3 Designate a qualified safety representative to implement

and maintain Contractor's safety program for the Works
at the Site in compliance with all applicable laws,
regulations, and standards governing safety. The
Contractor shall direct its personnel and enforce
compliance with the program to protect against and
prevent injury to personnel and damage to property.
3.1.4 Implement and maintain a quality surveillance/audit

program to ensure the quality of the Works including
furnishing of shop and field test certifications, reports
and engineering quality verification documentation.
3.1.5 Regulate all shipments for which the Owner has issued a
letter of undertaking or a letter of introduction within
(6) months from the issuance date of the Taking Over
and Acceptance Certificate except for construction

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equipment - included in those shipments which the
Contractor may require to fulfill its obligation during the
Warranty Period.
3.1.6 Cooperate with other contractors at the Site so as to

minimize interferences among other experienced
contractors and to facilitate the expeditious completion
of the Project as a whole.
3.1.7 Implement a shipping/receiving program to provide for

safe packing, cargo insurance, transportation and
logistic support, unloading at the Site, insurance of
material, receiving reports, and storage during the
execution of the Works. Prepare and submit for Owner's
review a stating and marking procedure of all
equipment designated for the Project.
3.1.8 Provide qualified personnel for construction, erection,

and testing to ensure that the erection work at the Site
shall be done under the supervision of such personnel
of the respective subcontractor or obtain certification
from the equipment of subcontractor.
3.1.9 The Contractor shall provide all spare parts, special

tools and test equipment as Owner’s Recommended
Operational Spare Parts, special tools and test
equipment. These spare parts, tools and test equipment
shall be handed over, with proper documentation and
labeling, by the Contractor to Owner’s storage area as
per Owner’s instruction.
3.1.10 Provide qualified engineering and technical personnel to

prepare and submit design drawings and details,
procedures documentation, reports, schedules, as
builds etc. to complete the final design of the Works.
3.1.11 Designate qualified personnel to perform under

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Contractor's supervision and responsibility testing &
commissioning, operation of equipment included in the
Works during construction testing & commissioning and
operations program up to the date of issuance of the
Taking Over and Acceptance Certificate for the Works.
3.1.12 Correct any deficiencies resulting from execution of the

Works until the date of Owner's issuance of the Taking
Over and Acceptance Certificate for the Works to the
extent required in the Contract.
3.1.13 In addition to the obligations of the Contractor towards

the Owner, the Contractor shall effect custom clearance
for all equipment and materials in due time. In case the
Contractor leaves any such equipment, materials and so
forth in the customs without clearance by way of
negligence etc. for a period exceeding the period
permissible by the customs authority, the Owner shall,
on behalf of the Contractor, effect for the said
equipment, materials and so forth. In this case the
Contractor shall reimburse the Owner in cash or by
deduction from any sums due to him or from the
Performance Security such charges and/or delay
penalties and any other additional sums paid to the
customs authority due to leaving such equipment,
materials and so forth without clearance except for
custom duties due on the Contract equipment. This
provision shall apply even if the equipment, materials
and so forth left in the customs are discovered after
issuance of the Final Acceptance Certificate of the
Project.
Independent Contractor:
The Contractor represents that it is fully experienced and
properly qualified to carry out the Works provided for herein, and
that it is properly licensed, equipped, organized, and financed to
carry out the Works. The Contractor shall act as an independent

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Contractor and not as the agent of the Owner or the Owner in
executing the Works. The Contractor shall provide qualified
engineers and other appropriate personnel to supervise directly
and control completely its employees and subcontractors in the
execution of the Works including supervision and control of its
engineering, materials and fabrication, construction means,
methods, techniques, sequences or procedures during the
execution of the Works. Any subcontract in connection with this
Works shall not be construed to relieve the Contractor from any
of its obligations under the Contract. The Contractor shall
execute the Works in accordance with its own methods subject to
compliance with the Contract and applicable laws and regulations.
3.2 Within a period of not more than 14 calendar days from the
Performance receipt of the Notice of Award from the Owner, the Contractor
Security shall deliver to the Owner the Performance Security in the form of
bank securities, for 5% of contract price with the same currency of
the contract and to be submitted before signing the contract.
These Performance Securities shall be enforceable in Iraq issued

through the Trade Bank of Iraq. All cost of the Performance
Security shall be borne by the Contractor.
Upon Contractor's performance of all its obligations under the

Contract and issuance of the Final Acceptance Certificate by the
Owner, Performance Security shall be returned to the Contractor.
3.3 The Contractor shall designate one or more competent the

Contractor’s Authorized Representatives, acceptable to the Owner, who shall
Representative be duly authorized for superintending the execution of the
Works. The Owner may give instructions to said Authorized
Representative(s) of the Contractor, and such instructions shall be
deemed to have been given to the Contractor.
During contract negotiation, the Contractor shall communicate in

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writing to the Owner the name or names of the Contractor's
Authorized Representative(s) and any changes thereto. The Owner
shall reserve the right to reject to and/or request the Contractor
to remove or change the Contractor's Authorized
Representative(s) or Key Personnel at any time, if such Authorized
Representative(s) or Key Personnel are unacceptable to the
Owner.
Upon the commencement of the Works at the Site, the said

Authorized Representative(s), or if more than one to be
designated, then one of such Authorized Representatives, shall be
present on the Site during all working hours. During periods
when the work at the Site may be suspended, arrangements for
an Authorized Representative acceptable to the Owner shall be
made for any emergency work which may be required.
The Contractor may substitute other Contractor personnel for

those designated as the Authorized Representative(s) or Key
Personnel in the Contract, provided that any of those personnel
so designated are not available at the time such assignment is
required and that prior the Owner written approval is obtained.
Any such substitute personnel shall be equally qualified for the
duties of the position. Prior to making any substitutions of the
Authorized Representative(s) or Key Personnel, the Contractor
shall give the Owner shall furnish a resume/CV of the education
and work experience of such substitute personnel. The Owner
shall inform the Contractor of its approval or rejection of the
substitute after receipt of the substitute's resume. The Contractor
shall endeavor to provide an uninterrupted transition between the
Authorized Representative(s) or Key Personnel and their
replacements.
3.4 The Contractor shall be responsible for the acts or defaults of any
Subcontractors Subcontractors, his agents or employees, as if they were the acts
or defaults of the Contractor.

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(a) the Contractor shall not be required to obtain consent to
suppliers solely of Materials, or to a subcontract for which
the Subcontractor is named in the Contract;
(b) the prior consent of the Engineer shall be obtained to other

proposed Subcontractors; and
(c) the Contractor shall give the Engineer not less than 28 days’
notice of the intended date of the commencement of each
Subcontractor’s work, and of the commencement of such
work on the Site.
3.5 In this Sub-Clause, ‘’nominated Subcontractor’’ means a
Nominated Subcontractor whom the Engineer, instructs the Contractor to
Subcontractors employ as a Subcontractor. The Contractor shall not be under any
obligation to employ a nominated Subcontractor against whom
the Contractor raises reasonable objection by notice to the
Engineer as soon as practicable, with supporting particulars.
3.6 The Contractor shall, as specified in the Contract or as instructed
Co-operation by the Engineer, allow appropriate opportunities for carrying out
work to:
(a) the Owner’s Personnel,
(b) any other contractors employed by the Owner, and
(c) the personnel of any legally constituted public authorities,
Who may be employed in the execution on or near the Site of any

work not included in the contract.
Any such instruction shall constitute a Variation if and to the

extent that it causes the Contractor to suffer delays and/or to
incur Unforeseeable Cost. Services for these personnel and other
contractors may include the use of Contractor’s Equipment,
Temporary Works or access arrangements which are the
responsibility of the Contractor.

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Contractor shall be responsible for his construction activities on
the Site, and shall coordinate his own activities with those of
other contractors to the extent (if any) specified in the Technical
Specifications.
If, under the Contract, the Owner is required to give to the

Contractor possession of any foundation, structure, plant or
means of access in accordance with Contractor’s Documents, the
Contractor shall submit such documents to the Engineer in the
time and manner stated in the ‘’Specification’’.
3.7 The Contractor shall lay out its work from the Owner established
Setting Out baselines and monuments indicated on the drawings and shall be
responsible for all measurements in connection therewith. The
Contractor shall furnish, at its own expense, all labor and
construction equipment as may be required for laying out any
part of the Works from the baselines and monuments and shall be
held responsible for the execution of the Works to such lines and
grades as may be established or indicated on the drawings,
subject to such modifications as the Owner may require
depending upon progress.
The Contractor shall maintain and preserve all monuments

established by the Contractor until authorized by the Owner to
remove them. Furthermore, if through the negligence or fault of
the Contractor, any monument established by the Owner or the
Contractor is moved, destroyed, or rendered inaccurate, such
monument shall be repaired or replaced by the Contractor at its
expense.

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The Contractor shall make at its expense such surveys and
computations as are necessary to determine the quantities of
work executed. All original field notes, computations and other
records of the Contractor, for the purposes of layout, original,
progress, and final surveys, shall be furnished promptly to the
Owner at the Site and shall be used by the Owner to the extent
necessary in verifying the proper amounts of progress and final
payments. A copy of the original notes, computations, and
records furnished to the Owner shall be retained by the
Contractor.
3.8 The Contractor shall:

Safety (a) comply with all applicable safety regulations,
Procedures (b) take care for the safety of all persons entitled to be on the
Site,
(c) use reasonable efforts to keep the Site and working places
clear of unnecessary obstruction so as to avoid danger to
these persons,
(d) provide fencing, lighting, guarding and watching of the
Works until completion and taking over under Clause 9
[Owners Taking Over], and
(e) Provide any temporary works (including roadways,
footways, guards and fences) which may be necessary,
because of the execution of the Works, for the use and
protection of the public and of owners and occupiers of
adjacent land.
The Contractor shall execute the Works and conduct its

operations at the Site in compliance with all applicable laws,
regulations, and standards, including these governing safeties,
and the Safety program submitted by the Contractor and
approved by the Owner.

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The Contractor shall direct its personnel to take all precautions
necessary to protect against and prevent injury to personnel and
damage to property. The Contractor shall continuously inspect
the Works and supervise its personnel to determine and enforce
compliance with the above provisions. The Contractor shall
cooperate with other contractors and subcontractors and shall
respond promptly to the direction of Owner for the purpose of
implementing the Safety program.
The Contractor shall submit a written Safety Program with details

appropriate to the Works to be performed, for review by the
Owner. Such review shall not relieve the Contractor of its
responsibility for safety, nor shall it be constructed as limiting in
any manner Contractor’s obligation to undertake any action that
may be necessary or required to establish and maintain safe
working conditions at the Site. As a minimum, Contractor’s Safety
program shall address the requirements of Specification
concerned.

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3.9 Work Conditions:
Site Data The Contractor shall be deemed to have satisfied himself as to all
the conditions and circumstances affecting the Total Contract
Price, as to the possibility of executing the Works as shown and
described in the Contract, as to the general and local conditions,
particularly, but without limitation, with respect to the followings:
• the technical information and requirements, those affecting
transportation, customs clearance, access, disposal, handling
and storage of materials at the Site,
• availability, quality and productivity of labor,
• water and electric power availability and condition
• roads and rights-of-way,
• availability of housing,
• climatic conditions and seasons,
• physical conditions at the Site,
• rights-of-way as a whole,
• topography and ground surface conditions, subsurface
geology and nature and quantity of surface and subsurface
materials to be encountered,
• equipment and facilities needed preliminary to and during
performance of the Contract,
• and all other matters which may in any way affect
performance of the Contract, or the cost associated with such
performance.
The failure of the Contractor to acquaint itself with any applicable
condition does not relieve it from the responsibility for properly
estimating either the difficulties or the costs of successfully
performing the Contract.
Subsurface Investigations:
Where the Owner has provided information or performed
investigations of subsurface conditions in areas where erection
and other work is to be performed under the Contract, such
investigations are made only for reference. The information
and/or records of such investigations are part of the Tender
Document and are furnished solely for the convenience of the
Contractor. The Owner assumes no responsibility whatsoever with

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respect to the sufficiency or accuracy of the information, the
investigations thus made, the records thereof, or the
interpretations set forth therein or made by the Owner in their
use thereof. There is no warranty or guarantee, either expressed
or implied that the conditions indicated by such investigations or
records thereof are representative of those existing throughout
such areas, or any part thereof, or that unforeseen developments
may not occur, or that materials other than or in proportions
different from those indicated may not be encountered.
3.10 The Contractor shall be deemed to:

Sufficiency of (a) have satisfied himself as to the correctness and sufficiency
The Accepted of the Total Contract Amount, and
Contract (b) have based the Total Contract Amount on the data,
Amount interpretations, necessary information, inspections,
examinations and satisfaction as to all relevant matters
referred to in Sub-Clause 3.9 [Site Data], and any further
data relevant to the Contractor’s design.
Unless otherwise stated in the Contract, the Total Contract

Amount covers all the Contractors obligations under the Contract
(including those under Contingency, if any) and all things
necessary for the proper execution and completion of the Works
and the remedying of any defects.
3.11 The Contractor shall bear all expenses of delivery of construction

Transport of equipment and machines to be used under the Contract including
Goods expenses related to delivery, unloading or storage of equipment /
machines furnished by the Owner. These expenses shall include
expenses related to receiving, unloading, storing in a secure
place, and delivering from storage to working area at the Site for
the execution of the Works.

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The Contractor shall unload and store all equipment / machines
and construction equipment including furnished by the Owner
only in the area allocated by the Owner. The Contractor shall
include storage costs in the Net Contract Price. Contractor's
usage of storage area is limited to the area designated for the
Contractor. Any necessary leveling, preparation, or other
measures required to make Contractor’s designated area suitable
for storage shall be carried out by the Contractor at its own cost.
The Contractor shall be solely responsible for storage and

protection of equipment / machines furnished by the Owner.
Deterioration, corrosion, and mechanical damage during storage
and work at the Site shall be protected. All storage shall be in
accordance with manufacturer’s recommendation. Storage
records shall be provided to the Owner by the Contractor.
The Contractor shall submit report on equipment and machines

for all the equipment and machines delivered and furnished by
the Owner within 15 calendar days from the date of the receipt at
the Site. Additionally, the Contractor shall appoint a qualified
expert from the Key Personnel of the Contractor to control and
keep such equipment and machines and to record such
equipment and machines for detailed audit by the Owner on such
equipment and machines received, stored, and issued for use
under the Contract. The Contractor shall submit the Owner
copies of these records upon request.

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3.12 Contractor’s Construction Equipment and Facilities:
Contractor's The Contractor shall provide and use only such construction
Equipment equipment as is capable of producing the quality and quantity of
work required by the Contract and within the time or times
specified in the Contractor's schedule. Before proceeding with
execution of any portion of the Works at the Site, including but
not limited to temporary structures, offices and warehouses, the
Contractor shall furnish the Owner with such information and
drawings relative to such construction equipment and facilities
as the Owner may request. Upon written notification by the
Owner, the Contractor shall immediately discontinue operations
of unsatisfactory construction equipment or facilities and shall
modify some to meet Owner's approval.
Contractor-Furnished Utilities and Facilities:

The Contractor shall, at its expense, arrange for, develop, and
maintain utilities and facilities at the Site to execute the Works
under the Contract, including but not limited to the followings:
(a) Illumination. The Contractor shall provide light sufficient
to safely perform work at night or when daylight is
inadequate or obscured including illumination of the
access to the place of work.
(b) First Aid Facilities. The Contractor shall provide first aids
facilities for the treatment of its employees and Owner’s
employees who may be injured or become ill while
engaged in the performance of the Works under the
Contract.
(c) Temporary Furnished Field Offices. The Contractor shall
provide site field offices, and change facilities for its
employees and employees of Owner/Consultants. The
Owner shall provide an adequate space take into
consideration that the area of the employees’ offices of
Owner/Consultants shall not less than 60 m2. The cost of
the offices with their furniture and any associated works is
considered included in the Net Contract Price and they
shall be transferred to the Owner in a good condition after
completion of the Contract.

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(d) Fire Prevention/protection. The Contractor shall provide a
fire prevention/protection program including fire
protection equipment to mitigate the possibility of fires.
Contractor's recommended fire prevention/protection
program shall be subject to Owner's review.
(e) Potable Water. The Contractor shall provide potable water
for use by its employees and Owner employees.
(f) Construction Service Water and Fire Water. The Contractor
shall provide water for use during construction, including
fire protection.
(g) Toilet Facilities. The Contractor shall provide toilet
facilities for all the Contractor and personnel of
Owner/Consultants.
(h) Trash Disposal. The Contractor shall at its expense, collect
and remove trash including scrap metal and wood from
the Site and dispose it at a location in compliance with the
requirements of the local municipal authorities. The
removal of trash including scrap metal and wood shall be
on daily basis.
(i) Security for the Site and Off-Site facilities. The Contractor
shall provide all the necessary security measures for all its
on-site and off-site facilities.
(j) Identification badges. The Contractor shall provide proper
identification badges for all its personnel, including
visitors.
(k) Electric Power. Except as otherwise provided in the
Contract, the Contractor shall provide the electric power
as required at the jobsite.
(l) Back-up Power. The Contractor shall provide stand-by
back-up power as required at the jobsite.
(m) Telephone and Fax Service. The Contractor shall provide
telephone and fax service for its use at the Site, if
required.

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3.13 The Contractor shall comply with Environmental requirement
Protection of that is attached in the Technical Specification.
the Environment
The Contractor shall, at all times, keep its working areas at the
Site in a neat, clean, and safe condition. Waste material shall be
removed by the Contractor from working areas on a continuous
basis. Upon completion of any portion of the Works, the
Contractor shall promptly remove all of its construction
equipment/machines, temporary structures, and surplus
materials not to be used at or near the same location during
later stages of the Works. Upon completion of the Works, the
Contractor shall, at its expense, satisfactorily dispose of all
buildings, rubbish, unused materials, and other equipment and
materials belonging to it or used in the performance of the
Works, including return of any unused salvageable materials
supplied by the Owner for incorporation into the Works to
Owner's warehouse or storage area on the Site. The Contractor
shall leave the premises in a neat, clean and safe condition. In
the event of Contractor's failure to comply with the foregoing,
the same may be accomplished by the Owner at Contractor's
expense.
Contractor's operations shall be performed as to prevent

accidental spillage of contaminants, debris or other pollutants
and waste into streams or underground water sources. Such
pollutants include, but are not restricted to, sanitary waste,
aggregate processing, tailings, concrete curing water, oil or
petroleum products, mineral salts and thermal pollution.
Denaturing operations shall be conducted in a manner to
prevent muddy water from being discharged into streams.
Settling ponds or other approved means shall be used. Turbidity
increases in the streams shall be avoided and mitigation
methods of turbidity shall be adopted. Waste water from
aggregate processing, concrete batching, is not allowed to enter
streams without using settling ponds, gravel filters or other
processes so as not to be harmful to fish.

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Abatement of air pollution shall be observed by the Contractor
by use of devices to control prevent and minimize emissions to
the atmosphere. Dust by the Contractor, as far as practicable,
shall be minimized. Exhaust gases due to poor engine
adjustments shall be avoided and engines not operated until
corrective adjustments are made. Dust control by sprinkling or
other methods shall be adopted to avoid and reduce the dust
nuisance. Burning of waste materials, brush or trees shall only
be done when atmosphere conditions are favorable, as
determined by the Owner. Clean up to prevent accumulation of
waste materials and rubbish shall be enforced. Disposal of waste
materials by burial shall not contaminate ground water supplies.
Excessive noise levels shall be controlled.
Equipment and materials which use components and substances

with adverse effect on the environment, such as polychlorinated
biphenyl (PCB), Halone etc. shall not be used and the use of
asbestos is not permitted.
3.14 Electricity The Contractor shall, except as stated below, be responsible for
and Water the provision of all power, water and other services he may
require for his construction activities and to the extent defined
in the Technical Specifications, for the tests.
The Contractor shall be entitled to use for the purposes of the

Works such supplies of electricity, water and other services as
may be available on the Site and of which details and prices are
given in the Technical Specifications. The Contractor shall, at his
risk and cost, provide any apparatus necessary for his use of
these services and for measuring the quantities consumed.
The quantities consumed and the amounts due ( at these prices)

for such services shall be agreed or determined by the Engineer,
The Contractor shall pay these amounts to the Owner.

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3.15 The Contractor shall submit to the Owner periodic progress
Progress reports/schedules, at its expense, during the duration of the
Reports Contract. Monthly reports shall be submitted by the 10th day of
the month, unless agreed otherwise by the Owner. Other
reports shall be submitted by the required date notified by the
Owner. Distribution of all reports shall be in accordance with
the Report Distribution Matrix which is provided from the Owner
at kick-off meeting. The Owner may determine the frequency of
the issuance. Reports/schedules shall typically include:
(a) Monthly Progress Report:

During the duration of the Contract, the Contractor shall submit
to the Owner the Monthly Monitoring Report in duplicate. Such
report shall include the following:
(1) A narrative summary of the Contract history to date,
including description of progress achieved, list of
significant milestone events accomplished and related
dates.
(2) Narrative descriptions of major near-term events
scheduled and their impact on the Contract.
(3) An updated the Contractor’s schedule including details of
above.
(4) Cumulative percent complete progress curves, planned,
actual, forecast, total project and each category as
determined by the Owner.
(5) Cumulative major commodity installation curves; planned,
actual and forecast.
(6) Cumulative design release curves; planned, actual and
forecast.
(7) Photographs of progress of the Works with negative.
(8) Manpower information including the total number of
manual/non-manual personnel, and expatriate/local
personnel at the Site.
(9) Quantity Summary Curves in the form of S-shaped curves,
indicating scheduled amount of installation and actual
installation schedule
(10) Critical items

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(b) Quarterly Cash flow Report:
The Contractors detailed Cash Flow Report shall be updated
quarterly and submitted to the Owner for overall project
financial planning. The report shall be based on Contractor’s
projected cash flow for the Works to be completed and shall be
consistent with Sub-Clause 11 “Payment”. Cash flow report shall
be broken down into in dividable price items to show separately
the currencies projected cash flow on a monthly time scale for
duration of the Contract.
(c) Safety Report:

The Contractor shall prepare and submit to the Owner reports of
all accidents and injuries and shall furnish the Owner a monthly
summary of injuries, lost workday cases, job hours lost due to
lost workday cases and the total job hours worked for both non-
manual and manual personnel and man-hours lost due to
injuries. The Contractor shall report immediately any accidents
occurring at the Site or enroute to or from the Site. The report
shall include all subcontractors’ personnel.
(d) Quality Surveillance Report:

The Contractor shall prepare and submit monthly Quality
Surveillance Report in accordance with the Contractor’s quality
surveillance/audit program to verify quality of subcontractors is
met quality requirements stated in the Contract specifications.
The quality surveillance/audit program shall include Contractor’s

attendance of factory inspections and/or witnessing of
performance, functional or other tests including review of
specific documentation for compliance with Contract
requirements.

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4. DESIGN
4.1 General The Contractor shall carry out, and be responsible for, the design
Design of the Works. Design shall be prepared by qualified designers who
Obligations are engineers or other professionals who comply with the criteria
(if any) stated in the Technical Specifications. Unless otherwise
stated in the Contract, the Contractor shall submit to the Engineer
for consent the name and particulars of each proposed designer
and design Subcontractor.
The Contractor warrants that he, his designers and design

Subcontractors have the experience and capability necessary for
the design. The Contractor undertakes that the designers shall be
available to attend discussions with the Engineer at all reasonable
times, until the expiry date of the relevant Defects Notification
Period.
Upon receiving notice under Sub-Clause 7.1 [Commencement of

Works], the Contractor shall scrutinize the Technical Specifications
(including design criteria and calculations, if any) and the items of
reference mentioned in Sub-Clause 3.7 [Setting Out]. Within the
period of 14 calendar days, calculated from Commencement Date,
the Contractor shall give notice to the Engineer of any error, fault
or other defect found in the Technical Specifications or these items
of reference.
4.2 The Contractor’s Documents shall comprise the technical
Contractor’s documents specified in the Technical Specifications, documents
Documents required to satisfy all regulatory approvals, and the documents
described in Sub-Clause 4.6 [As-built Documents] and Sub-Clause
4.7 [Operation and Maintenance Manuals]. Unless otherwise stated
in the Technical Specifications, the Contractor’s Documents shall
be written in the language for communications defined in Sub-
Clause 1.3 [Law and Language].

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The Contractor shall prepare all Contractor’s Documents, and shall
also prepare a other documents necessary to instruct the
Contractor’s Personnel. The Owner’s Personnel shall have the right
to inspect the preparation of all these documents, wherever they
are being prepared.
If the Technical Specifications describe the Contractor’s

Documents which are to be submitted to the Engineer for review
and/or for approval, they shall be submitted accordingly, together
with a notice as described below. In the following provisions of
this Sub-Clause, (i) ‘’review period’’ means the period required by
the Engineer for review and (if so specified) for approval, and (ii)
‘’Contractor’s Documents’’ exclude any documents which are not
specified as being required to be submitted for review and/or for
approval.
Unless otherwise stated in the Technical Specifications, each

review period shall not exceed 21 days, calculated from the date
on which the Engineer receives a Contractor’s Document and the
Contractor’s notice. This notice shall state that the Contractor’s
Document is considered ready, both for review (and approval, if so
specified) in accordance with this Sub-Clause and for use. The
notice shall also state that the Contractor’s Document complies
with the Contract, or the extent to which it does not comply.
The Engineer may, within the review period, give notice to the
Contractor that a Contractor’s Document fails (to the extent
stated) to comply with the Contract. If a Contractor’s Document so
fails to comply, it shall be rectified, resubmitted and reviewed
(and, if specified, approved) in accordance with this Sub-Clause, at
the Contractor’s cost.
For each part of the Works, and except to the extent that the prior
approval or consent of the Engineer shall have been obtained:
(a) In the case of a Contractor’s Document which has (as
specified) been submitted for the Engineer’s approval;

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(i) the Engineer shall give notice to the Contractor that
the Contractor’s Document is approved, with or
without comments, or that it fails (to the extent stated)
to comply with the Contract;
(ii) execution of such part of the Works shall not

commence until the Engineer has approved the
Contractor’s Document; and
(iii) the Engineer shall be deemed to have approved the
Contractor’s Documents upon the expiry of the review
periods for all the Contractor’s Documents which are
relevant to the design and execution of such part,
unless the Engineer has previously notified otherwise
in accordance with sub-paragraph (i);
(b) Execution of such part of the Works shall not commence

prior to the expiry of the review periods for all the
Contractor’s Documents which are relevant to its design and
execution;
(c) Execution of such part of the Works shall be in accordance

with these reviewed (and, if specified, approved) Contractor’s
Documents; and
(d) If the Contractor wishes to modify any design or document

which has previously been submitted for review (and, if
specified, approval), the Contractors shall immediately give
notice to the owner. Thereafter, the Contractor shall submit
revised documents to the Engineer in accordance with the
above procedure.
If the Engineer instructs that further Contractor’s Documents are

required, the Contractor shall prepare them promptly.
Any such approval or consent, or any review (under this Sub-

Clause or otherwise), shall not relieve the Contractor from any
obligation or responsibility.

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4.3 The Contractor undertakes that the design, the Contractor’s
Contractor’s Documents, the execution and the completed Works will be in
Undertaking accordance with:
(a) the Laws in the Country, and
(b) The documents forming the Contract, as altered or modified
by Variations.
4.4 The design, the Contractor’s Documents, the execution and the
Technical completed Works shall comply with the Country’s technical
Standards and standards, building, construction and environmental Laws, Laws
Regulations applicable to the product being produced from the Works and
other standards specified in the Technical Specifications,
applicable to the Works, or defined by the applicable Laws.
All these Laws shall, in respect of the Works and each Section, be
those prevailing when the Works or Section are taken over by the
Owner under Clause 9 [Owner’s Taking Over]. References in the
Contract to published standards shall be understood to be
references to the edition applicable on the Base Date, unless
stated otherwise.
If changed or new applicable standards come into force in the

Country after the Base Date, the Contractor shall give notice to the
Engineer and (if appropriate) submit proposals for compliance. In
the event that: the owner determines that compliance is required.
4.5 Training The Contractor shall carry out the training of Owner’s Personnel in
the operation and maintenance of the Works to the extent
specified in the Technical Specifications.
4.6 As-built The Contractor shall prepare, and keep up-to-date, a complete set
Documents of ‘’as-built’’ records of the execution of the Works, showing the
exact as-built locations, sizes and details of the work as executed.
These records shall be kept on the Site and shall be used
exclusively for the purposes of this Sub-Clause. Two copies shall
be supplied to the Engineer prior to the commencement of the
Tests on Completion.

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In addition, the Contractor shall supply to the Engineer as-built
drawings of the Works showing all Works as executed, and submit
them to the Engineer for review under Sub-Clause 4.2
[Contractor’s Documents]. The Contractor shall obtain the consent
of the Engineer as to their size, the referencing system, and other
relevant details.
Prior to the issue of any Taking-Over Certificate, the Contractor

shall supply to the Engineer the specific numbers and types of
copies of the relevant as-built drawings, in accordance with the
Technical Specifications. The Works shall not be considered to be
completed for the purposes of taking-over under Sub-Clause 9.1
[taking Over of the Works and Sections] until the Engineer has
received these documents.
4.7 Operation Prior to commencement of the Test on Completion, the Contractor

and shall supply to the Engineer provisional operation and
Maintenance maintenance manuals in sufficient detail for the Owner to operate,
maintain, dismantle, reassemble, adjust and repair the Plant.
The Works shall not be considered to be completed for the

purposes of taking-over under Sub-Clause 9.1 [Taking Over of the
Works and Sections] until the Engineer has received final operation
and maintenance manuals in such detail, and any other manuals
specified in the Technical Specifications for these purposes.
4.8 Design If errors, omissions, ambiguities; inconsistencies, inadequacies or

Error other defects are found in the Contractor’s Documents, they and
the Works shall be corrected at the Contractor’s cost,
notwithstanding any consent or approval under this Clause.

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5. STAFF AND LABOUR
5.1 Except as otherwise stated in the Technical Specifications, the

Engagement of Contractor shall make arrangements for the engagement of all
Staff and staff and labour, local or otherwise, and for their payment,
Labour housing, feeding and transport.
The Contractor shall provide and employ in connection with the

execution of the Works:
(a) Professional and technically competent key personnel for
the execution of the Works.
(b) Qualified supervising engineers and technical assistants,
skilled and experienced to give direct supervision to the
execution of the Works.
(c) Such skilled, semi-skilled, and unskilled labor as is
necessary for the proper and timely execution of the
Works.
5.2 The scheduled working week at the Site is based on 60 hours,

Working Hours Saturday through Thursday. However, the Contractor shall plan to
work such hours, shifts or overtime as required to prosecute work
in accordance with Contractor's schedule submitted pursuant with
the requirements of Sub-Clause 7 "Commencement, Delays and
Suspension."
5.3 The Contractor's personnel shall be appropriately qualified, skilled

Contractor's and experienced in their respective trades or occupations. The
Personnel Owner may require the Contractor to remove (or cause to be
removed) any person employed on the Site or Works, including the
Authorized Representative of the Contractor if applicable, who:
(a) persists in any misconduct or lack of care,
(b) carries out duties incompetently or negligently,
(c) fails to conform with any provisions of the Contract, or
(d) persists in any conduct which is prejudicial to safety,

health, or the protection of the environment.

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If appropriate, the Contractor shall then appoint (or cause to be
appointed) a suitable replacement person.
The Contractor shall, if required to do so by the Owner, remove

from the Site any Contractor personnel who, in the opinion of the
Owner, misconduct himself, is incompetent or negligent in the
performance of his duties, is dishonest, or is uncooperative. Such
personnel shall not be again employed at the Site without the
written permission of the Owner. The costs for removal of such
personnel and for providing his replacement shall be at
Contractor’s expense.
The Contractor is responsible for maintaining harmonious labor

relations to perform the construction work efficiently and without
disruption at the Site.
6. PLANT, MATERIALS AND WORKMANSHIP
6.1 Samples The Contractor shall submit the following samples of Materials,
and relevant information, to the Engineer for review in accordance
with the procedures for Contractor’s Documents described in Sub-
Clause 4.2 [Contractor’s Documents]:
(a) Manufacturer’s standard samples of Materials and samples
specified in the Contract, all at the Contractor’s cost, and
(b) Additional samples instructed by the Engineer as a Variation.
Each sample shall be labeled as to origin and intended use in the

Works.
6.2 The Contractor shall be responsible for the quality of the Works
Inspection executed under the Contract and shall at its expense implement
the quality surveillance/audit program.

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The Owner shall, at all reasonable times, be allowed free to access
to Contractor's workshops and working areas at the Site to review
the quality surveillance/audit program of the Contractor during
the execution of the Works. The Contractor shall provide the
Owner with permission to access to subcontractor’s workshops for
the same purpose and under the same conditions as if the
production was carried out in its own workshops.
The Contractor shall give the Owner reasonable, but not less than
45 days written notice to allow the Owner to be present to witness
tests specified in the Contract. If the Owner does not appear at the
place specified by the Contractor within 45 days after receipt of
said notice, then the Contractor shall perform the test after
Owner's agreement and submit a certified copy of the results to
the Owner. When the Owner desires to attend the test, it shall
notify the Contractor at least 24 hours prior to the test.
During Owner's review of the quality surveillance/audit program of

the Contractor or during the execution of the Works, if any work is
found to be not in compliance with the requirements of the quality
surveillance/audit program or is not in compliance with the
Contract, the Owner shall notify the Contractor in writing that such
work is not in compliance with the Contract. Thereupon, the
Contractor shall, at its own expense, immediately remove and
replace or correct such defective work to comply with all
requirements of the Contract.
If any portion or aspect of Contractor's performance of the Work

depends, for proper execution or results, upon works of any other
contractors, the Contractor shall conduct reasonable inspection
and promptly report to the Owner any apparent discrepancies or
defects in such works rendered by the Contractor. Failure of the
Contractor to so inspect and report shall constitute an acceptance
of the other contractors, work as fit and proper to receive
Contractor's work, except as to latent defects which may exist in
the other separate contractor's work.

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If independent inspection is required by the Owner, the cost of
such inspection shall be borne by the Owner. However, if such
inspection reveals non-compliance with the Contract requirement,
then the cost of any additional visits and inspections necessary as
a result of such non-compliance shall be borne by the Contractor.
6.3 Rejection If, as a result of an examination, inspection, measurement or

testing, any Plant, Materials, design or workmanship is found to be
defective or otherwise not in accordance with the Contract, the
Engineer may reject the Plant, Materials, design or workmanship
by giving notice to the Contractor, with reasons. The Contractor
shall then promptly make good the defect and ensure that the
rejected item complies with the Contract
6.4 Title to the Works, or portions thereof, shall pass to the Owner
Ownership of upon the occurrence of any of the following events, as applicable:
Plant and (a) The completion of some portion of the Works to the
Materials extent that it is an identifiable whole to which title can
attach, or,
(b) The issuance of Taking over and Acceptance Certificate of
the Works by the Owner.
7. COMMENCEMENT, DELAYS AND SUSPENSION
7.1 The Owner establish irrevocable letter of credit in accordance with

Commenceme currencies in the Contract after being effective of this Contract;
nt This Contract Agreement has been duly executed for and on behalf
of Work of the Employer and the Contractor.
The contractor notified by advising bank the operative letter of
credit.
b) The Contractor has submitted to the Employer the performance
security and the advance payment guarantee ;

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7.2 The Contractor shall commence the Works promptly, execute the
Time for Works diligently and complete the Works from the commencement
Completion date of the Works.
The 21st TOAC for substation shall duly be issued within 18

months from the commencement date.
7.3 The Contractor shall submit the following schedule reports, at its
Program own expense, during the duration of the execution of the Works.
Distribution of all schedules shall be in accordance with the Report
Distribution matrix.
[Contractor’s Schedule]
(a) Contractor's detailed time-framed schedule shall be
submitted to the Owner monthly. This schedule showing
all activities and sequence of operations for the orderly
performance of the Works shall be drawn to a monthly
time scale starting from the commencement date of the
Contract and shows in an integrated way, detail
intermediate milestone dates for all engineering,
procurement, and construction activities. Activity
descriptions shall be discrete so that the actual and
scheduled work progress may be determined.
Composition of these activities needs to be such the Scope
of the Work within the respective pay items is not divided
between the schedule activities. The Contractor shall
identify the critical paths both on activity listing and
graphic display.
Daily Engineering Schedule
(a) Within ……….. days from the date of commencement of
the Contract, the Contractor shall submit to the Owner
……. calendar days engineering schedule in bar chart
format. The engineering schedule shall include submittal
dates for drawings, calculations reports and
documentation related to design, and those items
including the above required for review and/or interface
with equipment/design provided by others.
(b) Submittals shall also include documents submitted by the

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Contractor to the Owner and information to be received by
the Contractor from the Owner.
(c) The Daily Engineering Schedule shall be prepared showing

in detail all activities, their descriptions, durations and
dependencies on a daily time scale for a succeeding ……
day period, and on a weekly time scale for the balance of
the …….. day period. In preparing the Daily Engineering
Schedule, the Contractor shall utilize, as a minimum, the
same subdivision of work activities developed in the
Contractor Schedule. The Daily Engineering Schedule shall
be updated and resubmitted monthly, displaying progress
for the past …….. day period on a weekly time scale, and
forecast for the next ……. day period on time scales
outlined above. All activities shall be cross-referenced to
pay items.
[Daily Construction Schedule]

(a) Thirty days prior to start of the Work at the Site, the
Contractor shall submit to the Owner ……. calendar days
schedule in bar chart format. For lump-sum price items, if
any, of the Contract the activity subdivisions shall
correspond to the elements comprising each lump-sum
price item.
(b) The Daily Construction Schedule shall be prepared

showing in detail all activities, their descriptions,
durations and dependencies on a daily time scale for a
succeeding ……. day period, and on a weekly time scale
for the balance of the …….. day period. In preparing the
Daily Construction Schedule, the Contractor shall utilize
the same subdivision and all intermediate milestones of
the Work activities developed in the schedule of the
Contractor. The Daily Construction Schedule shall be
resubmitted every month, displaying progress for the past
month period on a weekly time scale, and forecast for the
next ….. day period on the time scale outlined above. All

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activities shall be cross-referenced to the Contractor pay
items and resource loaded, if requested by the Owner.
(c) This schedule is to also include procurement fabrication

shipping and delivery information.
(d) This daily construction schedule is to identify all

interfaces/restrains with other contractors as well as
material and equipment delivery requirements.
Note: the periods for submitting the above information to be agreed during the
contract negotiations.
7.4 If, for any reason that does not entitle the Contractor to an
Rate of extension of time, Contractor's actual progress of the Works or
Progress any portion thereof is at any time inadequate to meet the
requirements of the Contract, the Owner may so notify the
Contractor, in writing. The Contractor shall thereupon take such
steps as may be necessary to improve its progress. If, within a
reasonable period as determined by the Owner, the Contractor
does not improve performance to meet the Contractor's schedule,
the Owner may require an increase in Contractor's labor force and
the number of shifts, overtime operations, additional days of work
per week, and an increase in the amount of construction
equipment, all without additional cost to the Owner.

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The Owner shall at all reasonable times be allowed free to access
to Contractor's workshops for the purposes of review of progress,
examining the expediting activities of the Contractor to meet the
deliveries specified in the Contract, and for other actions deemed
necessary pertaining to all equipment and materials to be provided
under the Contract. In cases where parts of the equipment and
materials are being supplied by subcontractors, the Contractor
shall provide the Owner with permission to access to
subcontractor's workshops for the same purpose and under the
same conditions as if the production/manufacturing were carried
out in its own workshops.
Failure of the Contractor to comply with the instructions of the

Owner may be grounds for determination by the Owner that the
Contractor is not prosecuting the Works with such diligence and
may fail to complete or assure the quality warranted within the
time specified in the Contract. Upon such determination, the
Owner may terminate Contractor’s right to proceed with the
execution of the Works, or any separable part thereof, in
accordance with Sub-Clause 12 [Termination by Owner].
7.5 Completion of the Works:

Delay The parties acknowledge that failure of the Contractor to complete
Damages the Works in the time schedule specified in the Contract causes
damage to the Owner and agree that the Contractor shall pay to
the Owner as liquidated damages, calculated as the following:
one day delay amount = [contract amount / contact period (days)]
x 10% , on the basis of 0.5 percent of the value of the delayed
complete section for each full week, however not exceeding a total
of 10% (ten percent) of the total amount. The contracting party
should take the necessary procedure, before reach his rate or
when the delay reach 25% in order to expedite the performance of
the works by forming a committee to make the delayed party pay
all the expenses to complete the delayed works or forfeit the work
according to provisions of the contract.

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7.6 The Owner may, at its sole option, decide to suspend at any time
Suspension of the performance of all or any portion of the Works to be
Work performed under the Contract. The Contractor shall be notified of
such Owner’s decision in writing. Such notice of suspension of the
Works designates the amount and type of the construction
equipment/machines to be committed to the Works at the Site
during the period of suspension. The Contractor shall use its best
efforts to utilize its construction equipment/machines and labor in
such a manner as to minimize costs associated with suspension.
Upon receipt of any such notice, the Contractor shall, unless the
notice requires otherwise:
(a) Immediately discontinue the Works on the date and to the
extent specified in the notice.
(b) Place no further orders or subcontracts anything with
respect to suspended work other than to the extent
required in the notice.
(c) Promptly make every reasonable effort to obtain

suspension upon terms satisfactory to the Owner of all
subcontracts, to the extent they relate to performance of
the Works suspended.
(d) Continue to protect and maintain the Works including
those portions, which have been suspended.
8. TESTS ON COMPLETION
8.1 The Contractor shall carry out the Tests on Completion in

Contractor’s accordance with this Clause 8 [Testing], after providing the
Obligations documents in accordance with Sub-Clauses 4.6 [As-built
Documents] and Sub-clause 4.7 [Operation and Maintenance
Manuals].

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The Contractor shall give to the Engineer not less than 21 days
notice of the date after which the Contractor will be ready to carry
out each of the Tests on Completion. Unless otherwise agreed,
Tests on Completion shall be carried out within 14 days after this
date, on such day or days as the Engineer shall instruct.
Unless otherwise stated in the Technical Specifications, the Tests

on Completion shall be carried out in the following sequence:
(a) Pre-commissioning tests, which shall include the
appropriate inspections to demonstrate that each item of
Plant can safely undertake the next stage, (b);
(b) commissioning tests, which shall include the specified
operational tests to demonstrate that the Works or Section
can be operated safely and as specified, under all available
operating conditions; and
In considering the results of the tests on Completion, the Engineer

shall make allowances for the effect of any use of the Works by the
Owner on the performance or the other characteristics of the
Works. As soon as the Works, or a Section, have passed each of
the Tests on Completions described in sub-paragraph (a) or (b),
the Contractor shall submit a certified report of the results of
these Tests to the Engineer.
9. OWNER’S TAKING OVER
9.1 The Contractor shall coordinate through the Owner with other
Taking Over substations and control centers as necessary. Upon successful
of the Works above end to end tests, the Contractor shall energize the
and Sections Substation with approval of the Owner. After successful
energization and completion of the following all activities, the
Contractor shall notice the Owner in writing to issue the Taking
Over and Acceptance Certificate.
(a) Submission of As Built Drawings
(b) Submission of Final O&M Manual
(c) Completion of Training
(d) Storage of Owner’s recommended spare parts, special tools
and test equipment

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The Owner shall, within 30 calendar days of the delivery of such
notice, conduct inspection of the works and either issue to
contractor a Taking Over and Acceptance Certificate (TOAC) or
notify the Contractor of the unfinished portions of the works or
correction of deficiencies.
Upon completion of specified unfinished portion of the Works and

correction of all specified deficiencies, the Contractor shall so
notify the Owner in writing and the Owner will either issue TOAC
or give notice of failure with the specified unfinished portions of
the Works or correct the specified deficiencies to the Contractor. In
the latter instance, the foregoing procedure with respect to such
specified unfinished portions of the Works or specified deficiencies
shall be repeated, provided the Owner will not refrain from
issuance of TOAC because these minor portions of uncompleted
works do not affect the safe, reliable and normal operation of the
plant.
However, the issuance of TOAC does not constitute the Final

Acceptance of the Works or acknowledgement by the Owner that
the Contractor has satisfactorily completed performance of its
obligations under the Contract.
The Contractor shall not use any permanently installed plants and
machines unless such use is approved by the Owner in writing,
stating Contractor's written request is granted for the use of
certain plants and machines. The Contractor shall properly use and
maintain and, upon completion of its use and at its expense,
recondition such plants and machines to the satisfaction of the
Owner. If the Owner furnishes an operator for such plants and
machines such operator's services shall be under the complete
direction and control of the Contractor and the operator shall be
considered Contractor's employee for all purposes other than the
payment of such operator's wages, workmen's compensation, or
other benefits paid directly or indirectly by the Owner.

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TOAC shall be issued for each of the substations.
10. DEFECTS LIABILITY
10.1Right of Until the Performance Certificate has been issued, the Contractor
Access shall have right to access to all parts of the Works and to records
of the operation and performance of the works, except as may be
inconsistent with the Owner’s reasonable security restrictions.
10.2 10.2.1 Warranty

Performance
The Contractor warrants for the period specified below in
Certificate
this clause a substation furnished and the Works
performed under the Contract shall be free from defects
in title, design, materials, and workmanship and shall
conform in all respects to the technical specifications and
the terms of the Contract, and shall be new and of good
quality, if no quality is specified.

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Upon receipt by the Contractor of written notice from the
Owner of any such defect or nonconformity in any of the
Works or work during the Warranty Period, the defect or
nonconformity shall be redesigned, repaired, or replaced
by the Contractor at a time acceptable to the Owner. The
Contractor shall do such tests as the Owner may require
verifying that such redesign, repairs and replacements
comply with the requirements of the Contract. All costs
incidental to such redesign, repairs replacement, and
testing, including the removal, replacement, and
reinstallation of equipment and materials necessary to
gain access, shall be borne by the Contractor. The
Contractor warrants such redesigned, repaired, replaced
works against defective design, materials, and
workmanship for a period of 24 months from the date of
TOAC. Such period of 24 months shall be considered as
the warranty period. Should the Contractor fail to
promptly make the necessary redesign, repairs,
replacement, and tests, the Owner may perform or cause
to be performed the same at Contractor's expense. The
Contractor and its surety or sureties, if any, shall be liable
for the satisfaction and full performance of the warranties
as set forth therein.
The Warranty obligations of this paragraph are in addition

to, and not in limitation of, whatever obligations are
imposed by applicable law or regulation of Iraq.
10.2.2 Final Acceptance Certificate

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The Contractor may notify the Owner to issue the Final
Acceptance Certificate at any time after the end of the
Warranty Period provided that the Contractor has
satisfactorily performed its obligations under the
Contract. If it has become necessary for the Contractor to
replace or renew any portion of the Works during the
Warranty Period, the obligations of the Contractor shall
continue. The Contractor may request for the Final
Acceptance Certificate only after such replacement and
renewal duly complete.
The Owner shall issue the Final Acceptance Certificate to

the Contractor after the Warranty Period is expired.
The issuance of Final Acceptance Certificate signed by the

Owner indicates that the Contractor has performed all of
its obligations and shall be deemed to constitute the Final
Acceptance of the Works.
11. PAYMENT
11.1 Payment All the payment in this Contract shall be made by letter of credit
Method (LC) issued by an international reputable bank
The Owner shall open LC within 6 months from the signing of the
Contract. The Owner shall cover banking charges and
commissions inside of Iraq and the Contractor shall cover them
outside of Iraq.

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The Contractor is entitled to submit monthly invoice (one in
original and four in photocopy) to the Owner, and such invoice
shall be duly evidenced by supporting documents. The Owner
issues SOP (State of Performance) after its approval. Unless
otherwise accepted by the Owner, the value of each invoice shall
not be less than five per cent (5%) of the Contract Price.
11.2 Advance The Contractor is entitled to claim the Advance Payment up to 10%
Payment of Contract Price.
The Contractor shall submit the original copies of the Advance

Payment Security issued from the Trade Bank of Iraq in accordance
with the form in the Contract to the Owner. The Owner shall issue
the receipt for Advance Payment Security.
The Contractor shall submit the following documents for LC

negotiation.
(a) 1 original and 4 photocopies of Invoice with the Contract,
amount of the Advance Payment, and other contractual
details
(b) 1 original and 4 photocopies of the receipt for Advance
Payment Security
The Contractor shall ensure that the guarantee is valid and

enforceable in Iraq until the advance payment has been repaid. If
the terms of the guarantee specify its expiry date, and the advance
payment has not been repaid by the date 28 days prior the expiry
date, the Contractor shall extend the validity of the guarantee until
the advance payment has been repaid. The Advance Payment
Security may expire upon issuance of the second TOAC, or by the
date of completion set forth in the Contract, whichever earlier.
The advance payment shall be repaid by 10% from each invoice

amount, by not claiming such amount.

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In the event the advance payment has not been repaid prior to the
issue for the TOAC or prior to termination, the whole of the
balance and outstanding in the advance payment shall
immediately become due.
11.3 Payment The Contractor is entitled to submit monthly invoice (one in

original and four in photocopy) to the Owner, and such invoice
shall be duly evidenced by supporting documents. The Owner
issues SOP (State of Performance) after its approval. Unless
otherwise accepted by the Owner, the value of each invoice shall
not be less than five percent (5%) of the Net Contract Price.
The Contractor is entitled to request the Owner to pay with

milestones basis for each substation. Such milestones shall be 1.
Purchase Order of Transformer, 2. FOB of Transformer, 3. On Base
of Transformer, and 4. Taking Over.
Each substation has two transformers. Payments shall be made

after completion of both of the first and second transformers for
the following conditions except for taking over.
(a) Purchase Order of Transformer

5% of the substation price shall be paid with SOP (State of
Performance) issued by the Owner against purchase order of
both of the first and second transformers for a substation
submitted by the Contractor.
Upon submission of the following documents, the

Contractor is entitled to claim 5% of the substation price:
(1) Invoice: one in original and four in photocopy

(2) SOP issued by the Owner: one in original and four in
photocopy
Deduction of advance payment and retention shall be made

out of this 5% of invoice.

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(b) FOB of Transformer
30% of the substation price shall be paid with SOP issued by
the Owner against the following documents by the
Contractor:
(1) Negotiable, clean, on-board bill of lading marked

‘’freight prepared’’ for both of the first and second
transformers for a substation: four in photocopy
(2) Marine insurance policy for both of the first and
second transformers for a substation from point of
origin to point of destination in Iraq placed with a
single insurance company satisfactory to the Owner:
four in photocopy
Upon submission of the following documents, the Contractor is

entitled to claim 30% of the substation price:
(2) Negotiable, clean, on-board bill of lading marked
‘’freight prepaid’’ for the first and second
transformers: four in photocopy
(3) Non-negotiable bill of lading bill of lading for both of
the first and second transformers: four in photocopy
(4) Marine insurance policy for both of the first and
second transformers for a substation from point of
origin to point of destination in Iraq placed with a
single insurance company satisfactory to the Owner:
four in photocopy
(5) Factory Test Report with Owner’s approval certificate
for both of the first and second transformers: four in
photocopy
(6) Certificate of origin for both of the first and second
transformers: four in photocopy;
(7) Inspection certificate for export packing for both of
the first and second transformers: four in photocopy;
and

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photocopy
Deduction of advance payment and retention shall be made out of

this 30% of invoice.
(c) On Base of Transformer

20% of the substation price shall be paid with SOP (State of
Performance) issued by the Owner to certify both of the first
and second transformers are on base.
Upon submission of the following documents, the Contractor

is entitled to claim 20% of the substation price:
photocopy

(d) Taking Over and Acceptance

45% of the substation price shall be paid with TOAC for each
substation issued by the Owner.
Upon submission of the following documents, the Contractor

is entitled to claim 45% of the substation price:
(2) TOAC: one in original and four in photocopy

*special instruction 1: For negotiation of XXXXX substation,

Owner’s certificate for Delivery of All Spare Parts shall be
submitted together with TOAC.

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*special instruction 2: For negotiation of XXXXX substation,
Owner’s certificate for Delivery of Recommended Spare Parts
shall be submitted together with TOAC.
11.4 10% shall be deducted from each invoice and retained by the
Retention Owner. The Contractor is entitled to submit the invoice for sum of
the retained amount after all the obligations in this Contract are
duly finished and completed. Upon submission of the following
documents, the Contractor is entitled to claim aggregated amount
the retained money.
(a) Invoice
(b) Statement of retained amount with evidence
(c) Final Acceptance Certificate signed by the Owner (four in
photocopy)
The Owner shall issue SOP for the invoice accordingly if

documentation is satisfactorily submitted.
The Contractor shall submit the following documents to a bank for

negotiation:
(1) Invoice: four in photocopy
(2) SOP: one in original and four in photocopy
(3) Final Acceptance Certificate: four in photocopy
11.5 The Contractor shall be responsible to pay the taxes and stamp
Taxes and duties for the Contract:
Duties
(1) Tax : 3.3 % of the Total Contract Price
(2) Stamp duties: 0.2 % of the Total Contract Price
In the event, any of the taxes and duties is exempted by the

Government of Iraq or other international agreements, the
Contractor is not entitled to claim such amount and such amount
of exemption shall be deducted from monthly invoice 6r any
agree0ent between 6wner and Contractor.

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12. TERMINATION BY OWNER
12.1 Termination for Default:

Termination If any or all of the Works to be performed under the Contract are
by Owner abandoned by the Contractor, or if any work is subcontracted by
the Contractor without the required approval of the Owner, or if
the Contractor becomes insolvent or unable to meet its payroll or
other current obligations, or be adjudicated as bankrupt, or have
an involuntary petition in Bankruptcy filed against it, or make an
assignment for benefit of creditors, or file a petition for an
arrangement, composition or compromise with its creditors under
any applicable laws, or have a trustee or other officer appointed to
take charge of its assets, or if the Contractor’s schedule is not
being maintained or if the Contractor is failing to perform in
accordance with the terms of the Contract, then the Contractor
shall be in default. If the Contractor fails to start remedy such
Default within l5 calendar days after receipt of a written notice of
default, or if the Contractor fails to provide reasonable evidence
that such default is corrected, the Owner may, without notice to
Contractor's sureties, either withhold any amounts otherwise due
under the Contract or terminate Contractor's right to proceed with
all or any portion of the Works. Thereupon, the Owner has the
right, but not the obligation, to complete such works by whatever
method the Owner may deem expedient including employing
another contractor or contractors under such form of contracts the
Owner may deem advisable, or the Owner may provide any labor
or materials and perform any part of the Works that been
terminated, and the Owner has the right to take possession of and
to use any or all of the composition such as tower, conductor,
earth wire, OPGW and insulator and construction equipment and
other property of any and every kind furnished by the Contractor
for such work, including completed works.
Upon receipt of any such written notice of termination of right to

proceed, the Contractor shall, at its expense, for that part of the
works affected by any such termination:

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(a) Provide to the Owner an inventory of all composition such
as tower, conductor, earth wire, OPGW and insulator in
storage at the Site, in route to the Site, in storage or
manufactured away from the Site, and on order from
subcontractors, and assist the Owner as required to
ascertain the validity of the inventory.
(b) Assign to the Owner subcontracts and construction
equipment rental agreements, all as designated by the
Owner.
(c) Remove from the Site all construction equipment listed in
said inventory other than such construction equipment,
which is designated in writing by the Owner to be used by
the Owner in completing such work.
Officers Not to Benefit:

If the Contractor or any of its subcontractors, agents or employees
shall offer or give, or agree to offer or give, to any employee of the
Owner or any other person, any bribe, gift, gratuity, or
commission as an inducement or reward for doing or forbearing to
do any action in relation to the Contract or any other contract with
the Owner, or for showing or forbearing to show favor or disfavor
to any person in relation to the Contract or any other contracts
with the Owner then the Owner may terminate the Contract.
13. RISK AND RESPONSIBILITY
13.1 The Contractor shall indemnify and hold harmless the Owner, the
Indemnities Owner’s Personnel, and their respective agents, against and from
all claims, damages, losses and expenses (including legal fees and
expenses) in respect of:
(a) bodily injury, sickness, disease or death, of any person
whatsoever arising out of or in the course of or by reason
of the design, the execution and completion of the Works
and the remedying of any defects, unless attributable to
any negligence, willful act or breach of the Contract by the
Owner, the Owner’s Personnel, or any of their respective

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agents, and
(b) damage to or loss of any property, real or personal (other
than the Works), to the extent that such damage or loss
arises out of or in the course of or by reason of the
design, the execution and completion of the Works and
the remedying of any defects, unless and to the extent
that any such damage or loss is attributable to any
negligence, willful act or breach of the Contract by the
Owner, the Owner’s Personnel, their respective agents, or
anyone directly or indirectly employed by any of them.
The Owner shall indemnify and hold harmless the Contractor, the
Contractor’s Personnel, and their respective agents, against and
from all claims, damages, losses and expenses (including legal
fees and expenses) in respect of (1) bodily injury, sickness, disease
or death, which is attributable to any negligence, willful act or
breach of the Contract by the Owner, the Owner’s Personnel, or
any of their respective agents, and (2) the matters for which
liability may be excluded from insurance cover, as described in
sub-paragraphs (d)(i), (ii) and (iii) of Sub-Clause 14.3 [Insurance
Against Injury to Persons and Damage to Property].
13.2 In this Sub-Clause, ‘’infringement’’ means an infringement (or

Intellectual alleged infringement) of any patent, registered design, copyright,
and Industrial trade mark, trade name, trade secret or other intellectual or
Property industrial property right relating to the Works; and ‘’claim’’ means
Rights a claim (or proceedings pursuing a claim) alleging an
infringement.
Whenever a Party does not give notice to the other Party of any
claim within 28 days of receiving the claim, the first Party shall be
deemed to have waived any right to indemnity under this Sub-
Clause.
The Owner shall indemnify and hold the Contractor harmless

against and from any claim alleging an infringement which is or
was:

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(a) an unavoidable result of the Contractor’s compliance with the
Contract, or
(b) a result of any Works being used by the Owner:
(i) for a purpose other than that indicated by, or
reasonably to be inferred from, the Contract, or
(ii) in conjunction with anything not supplied by the
Contractor, unless such use was disclosed to the
Contractor prior to the Base Date or is stated in the
Contract.
The Contractor shall indemnify and hold the Owner harmless

against and form any other claim which arises out of or in relation
to (i) the Contractor’s design, manufacture, construction or
execution of the Works, (ii) the use of the Contractor’s Equipment,
or (iii) the proper use of the Works.
If a Party is entitled to be indemnified under this Sub-Clause, the

indemnifying Party may (at its costs) conduct negotiations for the
settlement of the claim, and any litigation or arbitration which may
arise from it. The other Party shall, at the request and cost of the
indemnifying Party, assist in contesting the claim. This other Party
(and its Personnel) shall not make any admission which might be
prejudicial to the indemnifying Party, unless the indemnifying
Party failed to take over the conduct of nay negotiations, litigation
or arbitration upon being requested to do so by such other Party.
13.3 Neither Party shall be liable to the other Party for loss of use of any
Limitation of Works, loss of profit, loss of any contracts or for any indirect or
Liability consequential loss or damage which may be suffered by the other
Party in connection with the Contract.
The total liability of the Contractor to the Owner, under or in

connection with the Contract other than under Sub-Clause 3.14
[Electricity and Water].

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This Sub-Clause shall not limit liability in any case of fraud,
deliberate default or reckless misconduct by the defaulting Party.
Contractor’s liability to the Owner for any claim of any kind,

including claims based on breach of the Contract, tort (including
negligence), or otherwise arising out of or in connection with the
Works performed under the Contract or breach thereof, shall in no
case exceed the Net Contract Price for the currencies. This
limitation of liability shall however not apply in case of gross
negligence by the Contractor.
In no event, weather in Contract, tort (including negligence), or

otherwise, shall the Contractor or its subcontractors be liable for
indirect or consequential damages such as loss of profits or
production, loss of use or cost of capital cost of purchased power
or downtime costs.
13.4 Use of The Contractor shall take full responsibility for the care of the
Owner’s Owner-provided accommodation and facilities, if any, as detailed
Accommodati in the Technical Specifications, from the respective dates of hand-
on/Facilities ( over to the Contractor until cessation of occupation (where hand-
additional over or cessation of occupation may take place after the date
clause) stated in the Taking-Over Certificate for the Works).
If any loss or damage happen to any of the above items while the
Contractor is responsible for their care arising from any cause
whatsoever other than those for which the Owner is liable, the
Contractor shall, at his own cost, rectify the loss or damage to the
satisfaction of the Engineer.

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14. INSURANCE
14.1 General In this Clause, “insuring Party” means, for each type of insurance,
Requirements the Party responsible for effecting and maintaining the specified
for Insurances in the relevant Sub-Clause. The insuring party under this
Contract is the Contractor.
Each insurance shall be effected with insurers and in terms

approved by the Owner. These terms shall be consistent with any
term agreed by both Parties. This agreement of terms shall take
precedence over the provisions of this Clause.
If a policy is required to indemnify joint insured, the cover shall

apply separately to each insured as though a separate policy had
been issued for each of the joint insured. If a policy indemnifies
additional joint insured, namely in addition to that the insured
specified in this Clause, (i) the Contractor shall act under the
policy on behalf of these additional joint insured except that the
Owner shall act for Owner’s Personnel, (ii) additional joint
insured shall not be entitled to receive payments directly from
the insurer or to have any other direct dealings with the insurer,
and (iii) the insuring Party shall require all additional joint
insured to comply with the conditions stipulated in the policy.
Each policy insuring against loss or damage shall provide for

payments to be made in the currencies required to rectify the
loss or damage. Payments received from insurers shall be used
for the rectification of the loss or damage.
The Contractor shall within 30 calendar days and in any event no

later than the commencement of works or manufacture or
shipping of goods related to the works, submit to the Owner:
(a) Evidence that the insurances described in this Clause have
been effected, and
(b) Copies of the policies for the insurances described in the
Sub-Clause 14.2 [Insurance for Works and Contractor’s
Equipment] and Sub-Clause 14.3 [Insurance against Injury

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to Persons and Damage to Property]
When each premium is paid, the Contractor shall submit evidence

of payment to the Owner.
Each Party shall comply with the conditions stipulated in each of

the insurance policies. The insuring Party shall keep the insurers
informed of any relevant changes to the execution of the Works
and ensure that insurance is maintained in accordance with this
Clause.
Neither Party shall make any material alteration to the terms of

any insurance without the prior approval of the other Party. If an
insurer makes (or attempts to make) any alteration, the Party first
notified by the insurer shall promptly give notice to the other
Party.
If the Contractor fails to effect and keep in force any of the

insurances it is required to effect and maintain under the
Contract, or fails to provide satisfactory evidence and copies of
polices in accordance with this Sub-Clause, the Owner is entitled
to suspend or terminate the Contract. It shall be a condition of
the insurance policy that should the terms or conditions be
varied or the insurance cancelled then the Additional Insured per
the Owner be notified directly.
Nothing is this Clause limits the obligations, liabilities or

responsibilities of the Contractor or the Employer, under the
other terms of the Contract or otherwise. Any amount not
insured or not recovered from the insurers shall be borne by the
Contractor and/or the Employer in accordance with these
obligations, liabilities or responsibilities. However, if the insuring
Party fails to effect and keep in force an insurance which is
available and which it is required to effect and maintain under
the Contract, and the other Party neither approved the omission
nor effects insurance for the coverage relevant to this default,
any moneys which should have been recoverable under this

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insurance shall be paid by the insuring Party.
14.2 Insurance The insuring Party shall insure the Works, Plant, Materials and
for Works and Contractor’s Documents for not less than the full reinstatement
Contractor’s cost including the costs of demolition, removal of debris and
Equipment professional fees and profit. This insurance shall be effective
from the date by which the evidence is to be submitted under
sub-paragraph (a) of Sub-Clause 14.1 [General Requirements for
Insurances], until the date of issue of the Taking-Over Certificate
for the Works.
The insuring Party shall maintain this insurance to provide cover

until the date of issue of the TOAC, for loss or damage for which
the Contractor is liable prior to the issuance of the TOAC.
The insuring Party shall insure the Contractor’s Equipment for

not less than the full replacement value, including delivery to
Site. For each item of Contractor’s Equipment, the insurance shall
be effective while it is being transported to the Site and until it is
no longer required as Contractor’s Equipment.
Insurances under this Sub-Clause:

(a) shall be effected and maintained by the Contractor as
insuring Party,
(b) shall be in the joint names of the Parties, who shall be
jointly entitled to receive payments from the insurers,
payments being held or allocated between the Parties for
the sole purpose of rectifying the loss or damage,
(c) shall cover all loss and damage from any cause not listed in
Sub-Clause 14.4 .
(d) shall also cover loss or damage to a part of the Works which
is attributable to the use or occupation by the Employer of
another part of the Works, and loss or damage from the
risks listed in sub-paragraphs (c), (g) and (h) of Sub-Clause
14.4, excluding (in each case) risks which are not insurable
at commercially reasonable terms (evidence of any risk not
being insurable at commercially reasonable terms to be

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provided to the Owner, with deductibles per occurrence of
agreed by both Parties, and
(e) may however exclude loss of, damage to, and reinstatement
of
(i) a part of the Works which is in a defective condition
due to a defect in its design, materials or
workmanship (but cover shall include any other
parts which are lost or damaged as a direct result of
this defective condition and not as described in
sub-paragraph (ii) below),
(ii) a part of Works which is lost or damaged in order to
reinstate any other part of the Works if this other
part is in a defective condition due to a defect in its
design, materials or workmanship,
(iii) a part of Works which has been taken over by the
Employer, except to the extent that the Contractor
is liable for the loss or damage, and
14.3 Insurance The insuring Party shall insure against each Party's liability for
against Injury any loss, damage, death or bodily injury which may occur to any
to Persons and physical property (except things insured under Sub-Clause 14.2
Damage to [Insurance for Works and Contractor’s Equipment]) or to any
Property person (except persons insured under Sub-Clause 14.4, which
may arise out of the Contractor's performance of the Contract
and occurring before the issue of the Performance Certificate.
This insurance shall be for a limit per occurrence of not less than
the amount stated in the Special Conditions, with no limit on the
number of occurrences.
The insurances specified in this Sub-Clause:

(a) shall be effected and maintained by the Contractor as
insuring Party,
(b) shall be in the joint names of the Parties,
(c) shall be extended to cover liability for all loss and damage
to the Owner's property (except things insured under Sub-

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Clause 14.2) arising out of the Contractor's performance of
the Contract, and
(d) may however exclude liability to the extent that it arises
from:
(i) the Owner's right to have the Permanent Works
executed on, over, under, in or through any land,
and to occupy this land for the Permanent Works,
(ii) damage which is an unavoidable result of the
Contractor's obligations to execute the Works and
remedy any defects, and
14.4 (addition) The Contractor shall at its own expense take out and maintain in
effect during the performance of the Contract, the insurances set
forth below in the sums and with the deductibles and other
conditions specified.
Primary insurers shall be licensed in accordance with the

Insurance Business Regulation Act of the Republic of Iraq and the
risks shall be reinsured with reinsurers rated not less than “A” by
Standard & Poors or equivalent in the amount of no less than 95%
with “cut through” and “claims control” to be maintained by
reinsurers.
The identity of the insurers and the form of the policies shall be
subject to the approval of the Client, such approval not to be
unreasonably withheld.
* ‘Cut through’ allows the reinsurer to pay any claim direct to

the underlying insured in the event of the failure of the Iraqi
insurance company to do so through reluctance or failure.
* ‘Claims control’ ensures that the reinsurer decides whether

a claim is valid and should or should not be paid.
(a) Cargo Insurance

Covering loss or damage occurring, while in transit by
whatever means from the suppliers’ or manufacturers’

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factory gates until arrival at the Site, to the Facilities
(including spare parts therefore) and to the construction
equipment to be provided by the Contractor. Such
insurance to include, inter alia, coverage for War, Terrorism
and SRCC.
Amount Deductibl Insured From To

e limits
110% of USD All Originati Final
total 10,000 supplies on destinati
value of EEL on in Iraq
imported
Good in
USD
*EEL: Each and Every Loss
(b) Installation and Civil Works Erection All Risks Insurance

All Risks Insurance to cover physical loss or damage to the
Facilities at the Site, occurring prior to completion of the
Facilities, with an extended maintenance coverage for the
Contractor’s liability in respect of any loss or damage
occurring during the defect liability period while the
Contractor is on the Site for the purpose of performing its
obligations during the defect liability period.
Amount Deductibl Insured From To

e limits
110% of USD All Commen End of
Contract 25,000 supplies, cement liability
Price in EEL works of project
USD
(c) Comprehensive General Liability Insurance

Comprehensive General Liability Insurance shall provide
coverage on a worldwide basis against loss, injury
(including death), or damage to persons, property or

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environment resulting from or occurring in connection with
carrying out the services. Such coverage to be in an amount
of not less than USD 5 million with a deductible not
exceeding USD 50,000 EEL.
(d) Automobile Liability Insurance

Automobile Liability Insurance shall provide Covering use of
all vehicles used by the Contractor (whether or not owned)
in connection with the supply and installation of the
Facilities.
(e) Workmen’s’ Compensation

Workmen’s’ Compensation shall be in accordance with the
statutory requirements applicable in any country where the
Facilities or any part thereof is executed.
(f) Personal Accident

Any personnel not insured by Workmen’s’ Compensation
while in Iraq are to be insured by means of Personal
Accident Insurance providing capital benefits of not less
than 2 x annual salary and extended to cover War and
Terrorism and Sickness. Sickness cover shall be adequate to
effect a medical evacuation to a neighboring country if
required and provide adequate medical treatment while
there.
(g) Employer’s Liability

To cover the Contractor’s employees while conducting the
services in an amount of no less than USD 1 m per
occurrence.
(h) Other Insurances

The Contractor is also required to take out and maintain at
its own cost any additional insurances required by the laws
and regulations of the Republic of Iraq or which are deemed
appropriate by the Contractor

Special Conditions
Page 60 of 66
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15. FORCE MAJEURE
15.1 The term "Force Majeure" means any cause beyond the control of
Definition of either party, which either party could not foresee and/or
Force Majeure reasonably provide against and which prevents either party from
performing duties under the Contract. Force Majeure includes but
is not limited to the followings
(a) War, revolution, insurrection, or hostilities (whether
declared or not).
(b) A riot, civil commotion, or a civil uprising (other than
among Contractor's employees).
(c) Earthquake, flood, tempest, hurricane, lightning, or other
natural disaster.
(d) Any fire of major proportions, or explosions.
(e) Strike, lockout, or other industrial disturbance.
15.2 In the event that the performance of the Contract is delayed by

Notice of force majeure, either party shall, within 15 calendar days of the
Force Majeure commencement of any such delay, give the other party written
notice thereof including a statement describing force majeure and
its effect upon the performance of the Contract. If the delay is
excusable, the Owner and the Contractor shall, within 10 days
after receipt of such notice, consult regarding action to be taken.
Notwithstanding any other provision of this Clause, force Majeure

shall not apply to obligations of either Party to make payments to
the other Party under the Contract.
15.3 In the event of a force majeure, the Contractor, unless directed

Duty to otherwise in writing by the Owner, shall continue to undertake and
Minimize perform the duties set forth in the Contract as far as reasonably
Delay practicable.
(replacement)

Special Conditions
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16. CLAIMS, DISPUTES AND ARBITRATION
16.1 The Owner and the Contractor shall make every effort to resolve
Settlement of amicably by direct informal negotiation any disagreement or
Disputes- dispute arising between them under or in connection with the
Arbitration Contract under the Iraqi's law and general conditions for contracts
of (civil, mechanical, chemical and electrical) gingering works . The
language of such arbitration is English , Arabic.
If, after thirty (30) days from the commencement of such informal
negotiations the Owner and the Contractor have been unable to
resolve amicably a contract dispute, either party may require that
the dispute, controvert or claim arising out of relating to this
contract which cannot be settled shall be finally settled by
arbitration, in accordance with the rules of Cairo Regional Center
for international Commercial Arbitration. In this regard, the Party
which intends to resort to arbitration shall inform the other party
by registered mail with return receipt. The registered shall include
the name of arbitrator appointed by the party applying for
arbitration and shall specify the question or difference in dispute
that is being submitted to arbitration and the points at issue. The
opposing party may have one month to appoint its arbitrator. The
two arbitrators so appointed shall meet within fifteen (15) days
from the date of their acceptance in order to appoint a third
arbitrator as a chairman with whom they shall form the arbitration
board.
In case after 15 days from the above meeting the two arbitrators
do not reach an agreement as to the appointment of the chairman
may be appointed by the director of regional center for
commercial international arbitration in Cairo upon request of the
part who applies first.
• The dispute mechanism to be applied pursuant to the
above shall be as follows:
• In the case of a dispute between the Owner and the
Contractor which is a national of the Owner’s country the

Special Conditions
Page 62 of 66
Rev. 0
dispute shall be referred to adjudication/arbitration in
accordance with the laws of the Owner’s country.
• In the case of a dispute between the Owner and a foreign
contractor or a contractor comprising a joint-venture of
two or more firms wherein one of the firms is a foreign
firm the dispute shall be settled by arbitration in Cairo
Regional Center for International Commercial Arbitration
Rules.
• The venue of the arbitration shall be the Cairo Regional
center for International Commercial Arbitration i.e. the
Arbitration Board meets and sits in Cairo, Egypt
• The chairman shall neither be Iraqi nor of the Contractor's
nationality.
• The Arbitration board meets and sits in Cairo, Egypt.
• The arbitration board shall base its decision upon the will
of parties as expressed in the terms of this contract and
the laws of Iraq.
• Should it become impossible for one of the arbitrators to
carry out his tasks or he resigns the same may be
replaced by the party who has appointed him.
• The notice of this replacement shall be given to the other
party by registered letter with return receipt within 15
(Fifteen) days from the date on which the above
impossibility or resignation has been ascertained.
• Should one of the parties fail to appoint or substitute its
arbitrator within 30(Thirty) days from receipt of the
request from the other party, such arbitrator shall be
appointed by the director of the regional center for
commercial international arbitration at Cairo.
• The decision of the arbitration board which shall be
reached by majority of votes, shall include the motives
and arguments of the judgment and shall be binding final
and subject to no appeal and both parties undertake to
fulfill and execute the arbitrations decision. The
arbitration decision shall also determine the expenses of
the arbitration and the part which shall bear them or the
proportion of such expenses to be borne by each party.

Special Conditions
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Rev. 0
• Pending final decision of a dispute hereunder the
Contractor shall proceed diligently with the Works in
accordance with Owner's decisions, determination,
instructions, and orders
• Pending final decision of a dispute referred to arbitration,
the Contractor shall proceed diligently in accordance with
the Owner’s decisions, determinations, instructions and
orders.
16.2 In the event that any of the provisions, or portions or applications

Severability thereof, of the Contract are held to be unenforceable or invalid by
any court of competent jurisdiction the Owner and the Contractor
shall negotiate an equitable adjustment in the provisions of the
Contract with a view toward effecting the purpose of the Contract
and the validity and enforceability of the remaining provisions, or
portion or applications thereof, shall not be affected thereby.
17. The contract is brought under :

others
conditions
a- government debts :
This contract is subject to Iraqi law no.56 of the year 1977.
b- administrative fee:
in case if the contractor doesn't perform any of the tasks
described in this contract on his own will , then the employer has
to perform this task either directly or through third party adding
20% as administrative fees to the actual cost of the task amount .

Special Conditions
Page 64 of 66
Rev. 0

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THE REPUBLIC OF IRAQ

MINISTRY OF ELECTRICITY (MoE)

Construction of 33/11kV Substations

Rev. 0 March 2012

II. Special Conditions............................................................................................................ 1

Construction of 33/11 kV Substations

1.1.1 1.1.1.1 ‘’Contract’’ means the Contract Agreement,

1.1.1.2 "Letter of Acceptance" means the letter of

1.1.1.3 "Letter of Technical Proposal " means the

Construction of 33/11 kV Substations

1.1.1.5 ‘’Schedules’’ means the document(s) entitled

1.1.1.6 ‘’Contractor’s Proposal’’ means the document

1.1.1.7 ‘’Schedule of Guarantees’’, ‘’Schedule of

1.1.1.8 “Schedule of Quantities and Prices” mean the

1.1.2 1.1.2.1 ‘’Employer’’ means Ministry of Electricity in

Construction of 33/11 kV Substations

1.1.2.3 "Contractor's Representative" means the

1.1.3 1.1.3.1 "Time for Completion" means the time for

1.1.3.2 "Tests on Completion" means the tests for the

1.1.3.3 "Taking-Over Certificate" means a certificate

Construction of 33/11 kV Substations

1.1.3.5 "Performance Certificate" means the Final

1.3 The Contract shall be construed and governed by the laws of

1.4 The documents forming the Contract are to be taken as

Construction of 33/11 kV Substations

The Contractor shall keep, on the Site, a copy of the Contract,

If a Party becomes aware of an error or defect of a technical

The Contractor shall report to the Owner any discrepancy or

Construction of 33/11 kV Substations

Construction of 33/11 kV Substations

3.1.1 Provide qualified engineers to supervise directly and

3.1.2 Designate Authorized Representative(s) and the Key

3.1.3 Designate a qualified safety representative to implement

3.1.4 Implement and maintain a quality surveillance/audit

Construction of 33/11 kV Substations

3.1.6 Cooperate with other contractors at the Site so as to

3.1.7 Implement a shipping/receiving program to provide for

3.1.8 Provide qualified personnel for construction, erection,

3.1.9 The Contractor shall provide all spare parts, special

3.1.10 Provide qualified engineering and technical personnel to

3.1.11 Designate qualified personnel to perform under

Construction of 33/11 kV Substations

3.1.12 Correct any deficiencies resulting from execution of the

3.1.13 In addition to the obligations of the Contractor towards

Construction of 33/11 kV Substations

These Performance Securities shall be enforceable in Iraq issued

Upon Contractor's performance of all its obligations under the

3.3 The Contractor shall designate one or more competent the

During contract negotiation, the Contractor shall communicate in

Construction of 33/11 kV Substations

Upon the commencement of the Works at the Site, the said

The Contractor may substitute other Contractor personnel for

Construction of 33/11 kV Substations

(b) the prior consent of the Engineer shall be obtained to other

Who may be employed in the execution on or near the Site of any

Any such instruction shall constitute a Variation if and to the

Construction of 33/11 kV Substations

If, under the Contract, the Owner is required to give to the

The Contractor shall maintain and preserve all monuments

Construction of 33/11 kV Substations

3.8 The Contractor shall:

The Contractor shall execute the Works and conduct its

Construction of 33/11 kV Substations