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Civil Construction Contract

This Construction Contract ("Contract") dated as of June 18th, 2016 by and between Office
Djiboutien de Development de l'Energie Geothermique (ODDEG) ("owner") and HALT
GROUP ("Contractor").
Owner and Contractor, in consideration of the mutual covenants hereinafter set forth, agree as
follows:

ARTICLE

1_

INTERPRETATION

1.01. Definitions
For the purpose of the Contract Documents, the words and expressions below shall have the

following meanings:

a) "Contract"

means the written agreement between the Owner and the Contractor, to which

these General Conditions are annexed.

b) "Contractor" means the person whose tender has been accepted and with whom the Contract
has been entered into.
c) "Contractor's Representative" means the employee or employees to be appointed by the
Contractor as per the Contract, who shall be present at the Operation Site through the
Operations and shall be fully authorized to represent the Contractor in all matters related to
the daily execution of the Contract, including receipt of instructions and signing of DDRs.

d) "Contract Price" means the sum agreed in the Contract as payable to the Contractor for the
execution and completion of the Works and for remedying of any defects therein in
accordance with the Contract.
e)

"WP" means Well Pad, the temporary drilling site, where the Drilling Rig shall be rigged up
drilling shall be performed. Well Pad preparation typically includes construction works
including access roads, wire fence periphery protection, cellar pit, mud pits, concrete and
paved areas, mud/sludge discharge, water supply and drainage systems, slope stability
protection measures where applicable and conductor casing installation.
and

"Drawings" and "Specifications" mean the Drawings and Specifications referred to in the
Contract and any modification thereof or addition thereto fumished by the Owner in
accordance with the Contract.

s) "Force Majeure" means one or more of the conditions of accepted as Force Majeure by the
applicable law, including but not limited to cases of major fire, lightning, storm, flooding,
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nafural disaster, war, civil unrest, blockade, government limitation, strikes, lockouts, closure
of the roads by natural causes or official authorities, which occurs outside the parties,
control, cannot be prevented despite exercising due diligence and obstructs the Parties from
performing their obligations under the Contract.

h)

i)
j)

"Owner Representative" means the person who representing the owner to administer the
Contract as provided therein, as will be notified in writing to the Contractor.
"Owner" means Office Djiboutien de Dveloppement de l'Energie Gothermique (ODDEG).
"Price Breakdown" is the document in which the Contractor indicates the cost ofthe Works,
of items of work and the fixed unit prices applicable to
them.
based on the foreseen quantities

kl
D

"Site" means the land and other places on, under, in or through which the Works are to be
constructed.
"The Works" means the works to be executed and completed under the Contract.

m) "DP" means Discharge Pit;

1.02. Attachments to the Contract


Attachments to the Contract are listed below, where such attachments are for the whole of the
Contract and relating to its all purposes and intentions:
Attachment

l. Technical

Specifications

Attochment 2. Construction Drattings

In the event any provision of the attachments is in conflict with the articles of the Contract, the
articles of the Contract shall prevail.

Article 2. \ilork
Contractor shall construct 3 well pads ("WP- 1","'wp-2","'Wp-3" and if needed an additional Wp-4
as an option), access roads between well pads and one discharge pit ("DP") (all together called as
"Work") in accordance with the technical specifications and construction drawings, as identified in

Affachment-l and Attachment-2, of this Contract, respectively.

Article 3. Contract Time.


The Work will be executed in stages. The Contractor shall start construction of WP-|. After
completion of WP- 1, Contractor shall continue the construction in the followings sequence: Dp, Wp2, wP-3, and wP-4 if needed and access road between well pads as an option.
Each of WPs+ Mud Pit + DP shall be completed in 45 days.
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The completion durations may subject to modifications in approved Change Orders. The completion

date shall be the date when the Work is sufficiently complete in accordance with the Contract
Documents so that Owner can utilize the WPs; access roads between well pads and DP for its
intended use ("Substantial Completion"). Before starting the Work, Contractor shall submit to
Owner for review an estimated work program indicating the starting and completion dates ofvarious
stages of the Work.

Time shall start with the notification letter of starting the civil work from the Owner to the
Contractor.

Article 4. Contract Price.


Owner shall pay to Contractor an amount equal
completion of the'Work in lump sum basis.

to

160 000 000

FDJ ("Contract Price") for

Contractor accept that he knows and accepts the nature and extent of the Contract Documents, Work
site, locality, and all local conditions and laws and regulations that in any manner may affect cost,
progress, performance or furnishing of the Work. Contractor is duly licensed to perform the Work as
required by local laws and regulations.

Article 5. Change Orders.


Any increase or decrease in the Contract Price, change in the Work or change in the Contract Time
must be set forth in a change order signed by Owner ("Change Order"). In case of decrease in the
scope of the work, the Owner issue the payment as per the price breakdown for Substantial
Completed structures. The Owner and Contractor shall mutually agree payment for uncompleted
structures.

Article 6. Payment
The Owner shall make an advance payment to the Contractor 30o of the contract price of the
Three (3) well pads latest within 15 (fifteen) days following the signing of the Contract to start the
work.

And the remaining Payment shall be issued in 1.0 days after completion of each structure. The
Contractor shall submit to Owner a request for payment in a form agreed by Owner and Contractor.

Article 7. Contractor's Responsibilities.

7.1.

Performance. Contractor shall perform the IVork in accordance with the Contract
Documents. Contractor shall be solely responsible for the means, methods, techniques, sequences
and procedures of construction.
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7.2.

Personnel. Contractor shall provide competent, suitable personnel to survey, lay out
the Work, and perform construction as required by the Contract Documents. Contractor shall at all
times maintain good discipline and order at the site.

7.3. Fumished Items. Contractor shall furnish and be fully responsible for all materials,
equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel,
power, light, heat, telephone, water sanitary facilities, temporary facilities and all other facilities and
incidentals necessary for the furnishing, performance, testing, start-up and completion of the Work.
7.4. Materials. All materials and equipment shall be of good quality and new, except as
otherwise provided in the Contract Documents. All materials and equipment shall be applied,
installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of
the applicable supplier.
7.5. Subcontractors. Contractor shall be fully responsible to Owner for all acts and
omissions of its subcontractors, suppliers and other persons and organizations performing or
furnishing any of the Work under a direct or indirect contract with Contractor just as Contractor is
responsible for Contractor's own acts and omissions. Nothing in the Contract Documents shall create
any contractual relationship between Owner and any such subcontractor, supplier or other person or
organization, nor shall it create any obligation on the part of Owner to pay any such subcontractor,
supplier or other person or organization except as may otherwise be required by laws and regulations.
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.6.

Permits; Inspections. Contractor shall obtain and shall pay for all construction permits

and licenses. Owner shall assist Contractor, when necessary, in obtaining such permits and licenses.

Contractor shall pay all governmental charges and inspection fees necessary for the prosecution of
the Work. Contractor shall give all notices and comply with all laws and regulations applicable to
furnishing and performance of the Work.

Taxes. Contractor shall pay all sales, consumer, use and other similar taxes required
to be paid by Contractor in accordance with the laws and regulations ofthe place ofthe Work, which
are applicable during the performance of the Work.
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7.8.

Use of Premises. Contractor shall be fully responsible for any damage to the Work or

areas contiguous thereto resulting from the performance of the Work. During the progress of the
Work, Contractor shall keep the site free from accumulations of waste materials, rubbish and other
debris resulting from the Work. At the completion of the Work, Contractor shall remove all waste
materials, rubbish and debris from and about the site as well as all tools, appliances, construction
equipment and machinery, and surplus materials, and shall leave the site clean and ready for
occupancy by Owner.

7.9.

Record Documents. Contractor shall maintain in a safe place at the site one record
copy of all drawings, specifications, addenda, written amendments, Change Orders, and the like in
good order and annotated to show all changes made during construction which will be delivered to
Owner.
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7.0. Safety. Contractor shall be responsible for initiating, maintaining and supervising all
safety precautions and programs in connection with the Work. Contractor shall comply with all
applicable laws and regulations relating to the safety of persons or the site.
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.1I.

Continuing the Work. Contractor shall carry on the Work and adhere to the progress

schedule during all disputes or disagreements with Owner.

.12.

Damage to the Work. Contractor shall repair or replace, at Contractor's sole expense,
every portion ofthe Work that is damaged or destroyed prior to Substantial Completion and caused
in whole or in part by the acts or omissions of Contractor.
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'Work
Contractor warrants and guarantees to Owner that all
will be in
accordance with the related standards, Contract Documents and will not be defective. If within one
year after the date of Substantial Completion or such longer period oftime as may be presuibed by
laws or regulations or by the terms of any specific provision or applicable special guarantee in the
Contract Documents, any Work is found to be defective, Contractor shall promptly, without cost to
Owner and in accordance with Owner's written instructions, promptly either correct such defective
\iVork, or if it has been rejected by Owner, remove it from the site and replace it with non-defective
Work. If Contractor does not promptly comply with the terms of such instructions, or in an
emergency where delay would cause serious risk of loss or damage, Owner may have the defective
Work corrected orthe rejected Work removed and replaced, and all direct, indirect and consequential
costs of such removal and replacement (including but not limited to fees and charges of Owner
Representative s, attorneys and other professionals) will be paid by Contractor.

7.I3. Warranty.

7.14. Indemnity and Hold Harmless. Contractor shall indemniff and hold harmless Owner
against all loss, liability, cost expense, damage and economic detriment of any kind whatsoever that
arises out of or results from performance of the Work but only to the extent caused in whole or in
part by the acts or omissions of the Contractor.
7.15.

Liquidated Damages.If Contractor should fail to complete (Substantial


Completion) the Works or parts thereof, within the time specified in Article 2, Contract Price, the
Contractor shall pay to the Owner fixed and agreed liquidated damages in accordance with the
table presented below:
- 0,2 yo of the Contract Price for the first week of the delay
- 0,5 yo of the Contract Price for the succeeding weeks
7.16. Confidential Nature of Documents. All maps, drawings, photographs, mosaics, plans,
reports, recommendations, estimates, documents and all other data compiled by or received by
the Contractor under the Contract shall be the property of the Owner, shall be treated as
confidential and shall be delivered only to the duly authorized representative of the Owner on
completion of the Works; their contents shall not be made known by the Contractor to any person
other than the personnel of the Contractor performing services under this Contract without the
prior written consent of the Owner.
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Article 8. Owner Representative Duties

a)
b)

c)

d)

e)

f)
g)

h)

The Owner Representative shall provide administration of Contract as provided in the


Contract Documents. In particular, he shall perform the functions hereinafter described.
The Owner Representative shall be the Owner's representative vis--vis the Contractor
during construction and until final payment is due. The Owner Representative shall advise
and consult with the Owner. The Owner's instructions to the Contractor shall be forwarded
through the Owner Representative. The Owner Representative shall have authority to act on
behalf of the Owner only to the extent provided in the Contract Documents as they may be
amended in writing in accordance with the Contract. The duties, responsibilities and
limitations of authority of the Owner Representative as the Owner's representative during
construction as set forth in the Contract shall not be modified or extended without the written
consent of the Owner, the Contractor and the Owner Representative.
The Owner Representative shall visit the Site at intervals appropriate to the stage of
construction to familiarize himself generally with the progress and quality of the Works and
to determine in general if the Works are proceeding in accordance with the Contract
Documents. Based on his on-site observations as an Owner Representative, he shall keep the
Owner informed of the progress of the Works.
The Owner Representative shall not be responsible for and will not have control or charge of
construction means, methods, techniques, sequences or procedures, or for safe precautions

and programs in connection with the Works or the Temporary Works. The Owner
Representative shall not be responsible for or have control or charge over the acts or
omissions of the Contractor (including the Contractor's failure to carry out the Works in
accordance with the Contract) and of Sub-contractors or any oftheir agents or employees, or
any other persons performing services for the Works, except if such acts or omissions are
caused by the Owner Representative 's failure to perform his functions in accordance with the
contract between the Owner and the Owner Representative .
The Owner Representative shall at all times have access to the Works wherever and whether
in preparation or progress. The Contractor shall provide facilities for such access so that the
Owner Representative may perform his functions under the Contract.
Based on the Owner Representative's observations and an evaluation of the documentation
submitted by the Contractor together with the invoices, the Owner Representative shall
determine the amounts owed to the Contractor and shall issue Certificates for Payment as
appropriate.
The Owner Representative shall review and approve or take other appropriate action upon
the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for
conformity with the design concept of the'Works and with the provisions of the Contract
Documents. Such action shall be taken with reasonable promptness to cause no delay. The
Owner Representative's approval of a specific item shall not indicate approval of an
assembly of which the item is a component.
The Owner Representative shall interpret the requirements of the Contract Documents and
judge the performance thereunder by the Contractor. All interpretations and orders of the
Owner Representative shall be consistent with the intent of and reasonably inferable from the
Contract Documents and shall be in writing or in the form of drawings. Either party may
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make a written request to the Owner Representative for such interpretation. The Owner
Representative shall render the interpretation necessary for the proper xecution ofthe Works
with reasonable promptness and in accordance with any time limit agreed upon. Any claim or

dispute arising from the interpretation of the Contract Documents by thL Owner
Representative or relating to the execution or progress of the \Morks shall be settled as
provided in this Contract.
i) Except as otherwise provided in the Contract, the Owner Representative shall have no
authority to relieve the Contractor of any of his obligations undr the Contract nor to order
any work involving delay in completion of the \Yorks or any extra payment to the Contractor
by the Owner , or to make any variations to the Works.
j) In the event oftermination ofthe employment ofthe Owner Representative, the Owner shall
appoint another suitable professional to perform the Owner Rpresentative,s duties.
k) The Owner Representative shall have authority to reject work, *ii.t does not conform to the
Contract Documents. Whenever, in his opinion, he considers it necessary or advisable for the
implementation of the intent of the Contract Documents, he will have authority to require
special inspection, testing of the work whether or not such work be then fabricated, installed,
or completed. However, neither the Owner Representative 's authority to act nor any
reasonable decision made by him in good faith either to exercise o. noi to exercise such
authority shall give rise to any du or responsibility of the Owner Representative to the
Contractor, any subcontractor, any of their agents or employees, or any other person
performing services for the \vorks.
D The Owner Representative shall conduct inspections to determine the dates of Substantial
Completion and Final Completion shall receive and forward to the Owner for the Owner,s
review written warranties and related documents required by the Contract and assembled by
the Contractor, and shall issue a final Certificate for Payment upon compliance in accordance
with the Contract.
m) If the Owner and Owner Representative so agree, the Owner Representative shall provide
one or more Owner Representative 's Representative(s) to assist the Owner Representative in
carrying out his responsibilities at the site. The Owner Representative shall nolitr, in writing
to the Contractor and the Owner the duties, responsibilities and limitations of authority o-f
any such Owner Representative, s Representative(s).

Article

9. Assignment and subcontracting

91. Assignment of Contract. The Contractor shall not, except after obtaining the prior written
approval of the Owner, assign, transfer, pledge or make other disposition of the Contract or any part
thereof or of any of the Contractor's rights, claims or obligations under the Contract.

9'2. Subcontracting. In the event the Contractor requires the services of subcontractors, the
Contractor shall obtain the prior written approval of the *r., for all such subcontractors. The
approval of the Owner shall not relieve the Contractor of any of his obligations under the Contract,
and the terms of any subcontract shall be subject to and be in conformity with the provisions
of the
Contract.

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9.3. Assignment of Subcontractor's Obligations. In the event of a subcontractor having


undertaken towards the Contractor in respect of the work executed or the goods, materials, Plant oi
services supplied by such subcontractor for the Works, any continuing obligation extending for a
period exceeding that of the Defects Liability Period under the Contract, the Contractor shall at any
time after the expiration of such Period, assign to the Owner , atthe Owner's request and cost, thL
benefit of such obligation for the unexpired duration thereof.

Article

10. Inspection of site

The Contractor shall be deemed to have inspected and examined the site and its surroundings and to
have satisfied himself before submitting his Tender and signing the Contract as to all matters relative

to the nature of the land and subsoil, the form and nature of the Site, details and levels of existing
pipe lines, conduits, sewers, drains, cables or other existing services, the quantities and nature ofthe
work and materials necessary for the completion of the Works, the meani of access to the Site, and
the accommodation he may require, and in general to have himself obtained all necessary
information as to risk contingencies, climatic, hydrological and natural conditions and othei
circumstances which may influence or affect his Tender, and no claims will be entertained in this
connection against the Owner .

Article

11. Access to site

The Owner and the Owner Representative and any persons authorized by either of them shall, at all
times, have access to the Works and to the Site and to all workshops and places where work is being
prepared or whence materials, manufactured articles or machinery are being obtained for the Works
and the Contractor shall afford every facility for and every assistance in or in obtaining the right to
such access.

Article

12.

Examination of work before covering up

No work shall be covered up or put out of view without the approval of the Owner Representative
and the Contractor shall afford full opportunity for the Owner Representative to examine and
measure any work, which is about to be covered up or put out of view and to examine foundations
before permanent work is placed thereon. The Contractor shall give due notice to the Owner
Representative whenever any such work or foundations is or are ready or about to be ready for
examination and the Owner Representative shall without unreasonable delay unless he considers it
Tnnecessary and advises the Contractor accordingly attend for the purpose of examining and
measuring such work or of examining such foundations.

Article 13. Weekly site meeting

A weekly site meeting shall be held between the Owner Representative


Representative,

and Contractor
in order to verifu that the Works are progressing normally and are executed in

accordance with the Contract.

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Article

14.

Watching and lighting

at his own cost all lights,


The Contractor shall in connection with the Works provide and maintain
Representative or
guards, fencing and watching when and where necessary or required by the Owner
[y any duly co-nstituted auth-ority for the protection of the Works and the materials and equipment
uiitira threfor or for the safety and convenience ofthe public or others'

Article

15.

Contractor to keep site clean

free from all


During the progress of the Works, the Contractor shall keep the Site reasonably
Plant and surplus materials
unnecessary obstruction and shall store or dispose of any Constructional
works no longer
Temporary
and clear away and remove from the site any wreckage, rubbish or
required.

Article 16. Clearance of site on substantial completion


and remove from the
On the substantial completion of the Works, the Contractor shall clear away
of every kind and
Site all Constructional Plant surplus materials, rubbish and Temporary Works
to the satisfaction of the
leave the whole of the Site and Works clean and in a competent condition
Owner Representative'

Article

17. Rate of Progress

and the mode, manner


The whole of the materials, plant and labour to be provided by the Contractor
in a manner
conducted
and
kind
of
a
and speed of execution andtompletion of the Works are to be
of the'Works or any part
to the satisfaction ofthe Owner Representative. Should the rate ofprogress
ensure the completion
thereof be at any time in the opinion of the Owner Representative too slow to
Owner Representative shall
of the Works by the prescribe time or extended timelor completion, the

take such steps as the


so notiff tt. Contctor in writing and the Contractor shall thereupon
to expedite progress so
Contracior may think necessary and the Owner Representative may approve
time for completion. If the work is not
as to complete the Works by the prescribed time or extended
being carried on by day and by night and the
then, if the Owner
Contractor shall request permisslon to work by night as well as by day,
to any additional
entitled
Representative shaligranisuch permission, the contractor shall not be
and disturbance' The
pament. All work ainight shali be carried out without unreasonable noise
for damages on
liability
or
contractor shall indemnitr, tt Owner from and against any claims
"
the work and from and against
account of noise or other disturbance created while or in carrying out
in relation to such
in
all claims, demands, proceedings, costs and expenses whatsoever regard or
Representative at
noise or other disturbance. The Contractor shall submit in triplicate to the owner
showing the
the end of each month signed copies of explanatory Drawings or any other material
progress of the Works.

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Article 18. CERTIFICATE OF SUBSTANTIAL COMPLETION


18.1. Substantial Completion of the Works. When the whole of the Works have been
substantially completed and have satisfactorily passed any test on completion prescribed by the
Contract, the Contractor may give a notice to that effect to the Owner Representative accompanied
by an undertaking to finish any outstanding work during the Defects Liability Period (12 months for
the DLP). Such notice and undertaking shall be in writing and shall be deemed a request by the
Contractor, for the Owner Representative to issue a Certificate of Substantial Completion in respect
of the Works. The Owner Representative shall, within twenty-one (21) days ofthe date of delivery of
such notice either issue to the Contractor, with a copy to the Owner , a Certificate of Substantial
Completion stating the date on which, in his opinion, tf," Works were substantially completed in
accordance with the Contract or give instructions in writing to the Contractor speciffing alllhe work
which, in the Owner Representative's opinion, requires to be done by the Contractor before the
issuance of such Certificate. The Owner Representative shall also notiff the Contractor of any
defects in the Works affecting substantial completion that may appear after such instructions and
before completion of the work specified therein. The Contractor shall be entitled to receive such
Certificate of Substantial Completion within twenty-one (21) days of completion, to the satisfaction
of the Owner Representative, of the work so specified and making good any defect so notified. Upon
issuance of the Certificate of Substantial Completion of the Works, the Contractor shall be deemed
to have undertaken to complete with due expedition any outstanding work during the Defects
Liability Period.
18.2. Substantial Completion of Sections or Parts of the Works In accordance with
conditions as provided therein, the Contractor may request the Owner Representative to issue, and
the Owner Representative may issue, a Certificate of Substantial Completion in respect of any
Section or part of the Works which has been substantially completed and has satisfactrily pus.
any tests on completion prescribed by the Contract, if:
a) A separate time for completion is provided in the Contract in respect of such Section or
part of the Works;
b) Such Section or part of the Works has been completed to the satisfaction of the Owner
Representative and is required by the Owner for his occupation or use. Upon the issuance of such
Certificate, the Contractor shall be deemed to have undertaken to complete any outstanding work
during the Defects Liability Period.

Article l9.Insurance.

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Contractor's Insurance. Contractor shall purchase and maintain general liability and
other insurance as is appropriate for the Work being performed.
Before any Work is started, Contractor shall deliver to Owner certificates (and other evidence
insurance requested by Owner) which Contractor is required to purchase and maintain.

of

I9.2

Owner's Insurance. Owner shall be responsible for purchasing and maintaining


owner's liability insurance and other reasonably appropriate insurance.

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Article 20. Termination.

20.1 Termination by Owner. If the Contractor breaches any of its obligations under this
Agreement, then Owner may give Contractor written notification identiing such breach. If
Contractor has not cured such breach within five (5) days from its receipt of Owner's written
notification or if Contractor does not begin cure lvithin three (3) days, Owner may terminate this
Contract and take possession ofthe Work. Alternatively, instead of terminating the Contract, Owner
may cure the breach and deduct the cost thereof from amounts otherwise owed to the Contractor.
20.2 Termination by Contractor. If the Owner breaches any of its obligations under this
Agreement, then Contractor may give Owner written notification identiffing such breach. If Owner
has not cured such breach within seven (7) days from its receipt of Contractor's written notification,
Contractor may terminate this Contract

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Article 2I. Miscetlaneous.


2l ' l ' Assignment of any rights or interests under this
Contract shall not be binding on any
party to this Contract without the written consent
of such party.payments due under this Contract
may not be assigned.

2l'2'

owner and Contractor each binds itself, its partners, successors,


assigns and legal
representatives, to the other party hereto, its partners,
,rr".rrors, urrign, and Iegal representatives in
respect to all covenants, agreements and obiigations
contained in thJContraciDocuments.

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This Contract and all issues, disputes and matters arising
out of it shall be governed
by and construed in accordance with the laws of libouti.
IN WITNESS \ryHEREoF, owner and contractor have
signed this contract.
This Contract will be effective

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Owner : Office Djiboutien de Dveloppement


de l'Energie Gothermique.

Dr. Kayad Moussa Ahmed


Chef de Projet

Contractor: HALT GROUP


By: Said De
Proje.ct

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