General Conditions of Contract

For Construction

FIRST EDITION 2013

GENERAL CONDITIONS

CONTENTS

1 General Provisions 1
1.1 Definitions 1
1.2 Interpretation 8
1.3 Communications 9
1.4 Applicable Law & Language 9
1.5 Compliance with Laws 9
1.6 Inconsistencies 10
1.7 Assignment 10

2 The Owner 10
2.1 Right of Access to the Site 10
2.2 Permits, Licenses, or Approvals 11
2.3 Owner‟s Consents 11

3 The Owner’s Representative 12

3.1 The Owner‟s Representative 12
3.2 The Owner‟s Representative‟s Duties and Authorities 12

4 The Contractor 14
4.1 General 14
4.2 Contractor‟s General Obligations 15
4.3 Construction Manager 18
4.4 Contractor‟s Personnel 18
4.5 Contractor‟s Organization Chart 20
4.6 Subcontractors 20
4.7 Other Contractors or Forces 21
4.8 Setting Out 23
4.9 Materials, Equipment, and Workmanship 23
4.10 Expenses, Taxes, and Social Security 24
4.11 Quality Assurance / Quality Control 25
4.12 Purchasing 26
4.13 Document Control 28
4.14 Project Archive 29
4.15 Right to Audit 32
4.16 Site Data 32
4.17 Contractor‟s Operations on Site 33
4.18 Emergency Works 33
4.19 Security Measures and Lighting 34
4.20 Works at Night and on Holidays 34
4.21 Electricity 34
4.22 Access for Authorized Personnel 34
4.23 Transportation of Goods and Materials 34
4.24 Site Clearance during the execution of the Works and upon Final Delivery 35
4.25 Loss or Damage to the Works 35
4.26 Third Party Damages 36
4.27 Environmental 37
4.28 Fossils and Antiques 39
4.29 Contractor‟s Warranties 39
4.30 Evidence of Payments 40
4.31 Monthly Progress Reports 40

5 Staff and Labour 41

5.1 Engagement of Staff and Labour 41
5.2 Persons on the Service of the Owner 41
5.3 Labour Laws 41
5.4 Facilities for Staff and Labour 41
5.5 Health and Safety 41

6 Machinery, Plant, Materials, and Workmanship 47

6.1 Manner of Execution 47
6.2 Equipment and Materials 48
6.3 Inspections, Tests, and Measurements 49
6.4 Control of Defective Works – Unsuitability of Materials – Defects – Remedial Works 51

7 Execution of the Works 51

7.1 Commencement of the Works 51
7.2 Time for Completion 52
7.3 Detailed Programme 52
7.4 Monitoring Compliance with the Detailed Programme 53
7.5 Delays and Extension of Deadlines 54
7.6 Penalties and Liquidated Damages 56
7.7 Suspension of Works by the Owner 58
7.8 Administration of the Works 58
7.9 Site Meetings 58
7.10 Change Orders 59
7.11 Value Engineering 61
7.12 Change Order Procedure 61
7.13 Amendment of Technical Specifications – Not Amounting to a Change Order 62
7.14 Access to the Site 62
7.15 Design and Drawings 63
7.16 Submittals 64

8 Commissioning and Tests on Provisional Delivery 65

8.1 Provisional Delivery of the Works 65

9 Defects Liability Period 68

9.1 Final Delivery of the Works 68
9.2 Contractor‟s Liability 71

10 Contract Price and Payments 71

10.1 Contract Price 71
10.2 Interim Payments 71
10.3 Certification 72
10.4 Retention Money 75
10.5 Final Payment 75
10.6 Invoicing 75
10.7 Currencies of Payment 75
10.8 Payment 75
10.9 Cash flow Forecast 75

11 Measurement and Evaluation 76

11.1 Fixed Price Lump Sum Contract 76
11.2 Valuation of Change Orders 76

12 Liabilities 76
12.1 Parties‟ Liabilities 76

13 Termination 78
13.1 Owner‟s Rights – Parties‟ Termination Rights 78
13.2 Termination by the Owner for Convenience 79
13.3 Termination by Either Party 79
13.4 Termination by the Contractor 80

14 Risks and Responsibilities 80

14.1 Intellectual Property Rights 80

15 Insurances 81
15.1 Contractor‟s Insurances 81

16 Bonds 83
16.1 Performance Bond 83

17 Force Majeure 84
17.1 Definition of Force Majeure 84
17.2 Notification of Force Majeure 84

18 Confidential Information 84
18.1 Confidentiality 84

19 Miscellaneous 85
19.1 Amendments 85
19.2 Severability 85
19.3 Personal Data Legislation 85
19.4 Non-Waiver 85

20 Claims, Disputes and Jurisdiction 86

20.1 General 86
20.2 Contractor‟s Claims 86
20.3 Amicable Settlement 86
20.4 Jurisdiction 87
 General Conditions

1. General Provisions

1.1 Definitions

In the General Conditions of Contract ("Conditions"), the following words and

expressions shall have the meanings stated. Words indicating persons or parties
include corporations and other legal entities, except where the context requires
otherwise.

1.1.1 The Contract

1.1.1.1 “Agreement” means the agreement concluded between the Parties

with regards to the Works.

1.1.1.2 “Bills of Quantities” mean the documents so named (if any) which
are comprised in the Contract.

1.1.1.3 “Contract” means the Agreement concluded between the parties,

these Conditions, the Particular Conditions, the Appendices, the
Technical Specifications, the Drawings, the Schedules and the
further documents (if any) which are listed in the Contract.

1.1.1.4 “Contract Price” means the fixed price lump sum agreed in the
Agreement excluding ITBIS, which is firm and fixed, not subject to any
fluctuations for any reason whatsoever but may be subject to Owner
adjustments in accordance with the Contract and includes all direct
and indirect fees, duties, costs, charges and expenses of any nature
incurred by the Contractor in connection with the Works or otherwise
with the fulfilment of the Contractor‟s obligations under the Contract.

1.1.1.5 “Drawings” means the drawings of the Works, as included in the

Contract, and any additional and modified drawings issued by (or on
behalf of) the Owner in accordance with the Contract.

1.1.1.6 “Law” means applicable Law in force, namely Laws of the Dominican
Republic.

1.1.1.7 “Performance Bond” means the security for the performance of the
Contractor‟s obligations under the Contract. The Contractor provides
to the Owner an irrevocable “on demand” Performance Bond issued by a
first class bank approved by the Owner, which remains valid until the
execution of the Final Delivery Certificate.

1.1.1.8 “Shop Drawings” means detailed construction, fabrication, or

installation drawings that further show the proposed Material, shape,
size, and assembly of the parts and how they will be installed, and
serve as a further clarification of the Drawings.

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 1.1.1.9 “Submittals” means drawings, Shop Drawings, diagrams, layouts,
illustrations, schedules, Product Data, Samples or any other
Technical Documents that the Contractor has undertaken to prepare
and / or submit to the Owner in two originals describing in detail
specific parts of the Works in compliance with the Contract or
Samples of or documents in regard to any Materials and/or
Equipment in accordance with the Contract.

1.1.1.10 “Technical Specifications” means the documents entitled technical

specification, as included in the Contract, and any additions and
modifications to the specification in accordance with the Contract.
Such document specifies the Works.

1.1.1.11 “Tender” means the Contractor‟s tender submitted in accordance

with the requirements of the Tender issued by the Owner.

1.1.2 Parties and Persons

1.1.2.1 “Assignees” means any natural person or entity, to which the Owner
or the Contractor assigns any part of his duties under the Contract.

1.1.2.2 “Contractor” means the company named as such in the Agreement,

which has undertaken to perform the Works under the Contract.

1.1.2.3 “Key Personnel” means the personnel the Contractor shall select
and employ to hold the key positions according to the required
qualifications as defined in the Instructions to Tenderers.

1.1.2.4 “Owner” means the company named as such in the Agreement.

1.1.2.5 “Owner’s Representative” means the person or company appointed

by the Owner to represent him regarding the Works and the Contract.

1.1.2.6 “Party” or “Parties” means the Owner and the Contractor.

1.1.2.7 “Managing Site Health & Safety Officer” means the person who
possesses the proper legal qualifications, duly appointed by the
Contractor, and declared to the competent authorities as the
responsible Party for all Health and Safety matters that may arise on
the Site.

1.1.2.8 “Subcontractor” means the persons or company that the Contractor

has appointed to execute certain parts of the Works referred to.

1.1.2.9 “Suppliers” means all third parties selected by the Contractor in

accordance with the Contract that conclude agreements with the
Contractor for the provision of Materials, Equipment, Plant,
Machinery and Temporary Site Facilities to be used for the
performance of the Works or to be incorporated in the Works and for
the provision of services in relation to the Works.

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1.1.3 Dates, Tests, Period, and Completion

1.1.3.1 “As-built Drawings” means the sets of documents prepared by the

Contractor upon completion of the Works or portion of the Works that
reflect all changes made during the Works in the Technical
Specifications or drawings. Such documents shall show the exact
dimensions, geometry and location of all elements of the Works
completed under the Contract.

1.1.3.2 “Business Days” means working days as opposed to calendar days.

Saturdays, Sundays and official Dominican Republic holidays are not
deemed to be Business Days. A Business Day shall mean before 3
p.m. on each working day, and everything after 3 p.m. will be classed
as the next Business Day.

1.1.3.3 “Commencement Date” means the date, on which the Contractor

shall commence performance of the Works as notified under Clause
7.1 [Commencement of the Works].

1.1.3.4 “Deadline for Completion of the Works” means the Deadline as

defined in the Contract.

1.1.3.5 “Defects” means any deficiency of the Works or part thereof, namely
non-compliance with the Technical Specifications or the Contract or
unsuitability of the Works or part thereof for the purpose, for which it
is intended.

1.1.3.6 “Defects Liability Period” means the period that commences on the
date of execution of the Provisional Delivery Certificate and ends as
referenced in Clause 9 [Defects Liability Period] of the Conditions,
during which the Contractor warrants that the Works shall be free
from all Defects in design, Materials and workmanship and that it
shall be fit for the purpose for which it was intended pursuant to the
Contract. Throughout this period the Contractor shall be responsible
for remedying on his responsibility and expenses Defects of the
Works and shall be responsible for the maintenance of the Works.

1.1.3.7 “Final Delivery” means delivery of the works upon expiration of the
Defects Liability Period and successful completion of the Inspection
upon Final Delivery and any Tests defined in the Contract.

1.1.3.8 “Final Delivery Certificate” means the Certificate that is signed by

the Contractor and the Owner upon the Final Delivery of the Works.

1.1.3.9 “Final Statement” means the outstanding balance of the Contract

Price shall be invoiced to the Owner upon execution of the Final
Delivery Certificate in accordance with the Contract.

1.1.3.10 “Information Submittals” means the Submittals that are furnished to

the Owner for information purposes and without any expectation from
the Owner to take any responsive action upon receipt thereof.

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1.1.3.11 “Inspection” means an evaluation exercise carried out according to
the Contract aiming at the evaluation of the progress of the Works or
any part thereof and the compliance of the Works or any part thereof
with the Technical Documents and the Contract. Each Inspection
involves all measurements and Tests necessary to confirm
compliance of the Works or any part thereof with the Technical
Specifications and the Contract.

1.1.3.12 “Inspection Certificate” means a certificate issued by the Owner

certifying completion and satisfaction of the Owner as to the
completeness in accordance with the Contract and as to the outcome
of any Inspections of the Works.

1.1.3.13 “Inspection upon Final Delivery” means Inspection of the Works

that shall take place in accordance with the Contract prior to the
expiration of the Defects Liability Period.

1.1.3.14 “Notice of Completion” means the Contractor‟s notification that the

Contractor has fulfilled his obligations and completed the overall
Works in compliance with the Contract.

1.1.3.15 “Notice of Expiration of the Defects Liability Period of the

Works” means the notification by the Contractor that the Defects
Liability Period will expire within the number of days stipulated in
Clause 9.1.5 of the Contract.

1.1.3.16 “Notice for Resumption of Works” means written notice from the
Owner to the Contractor to resume full performance of the Works.

1.1.3.17 “Phase” means the phasing / milestone handover dates of the Works
identified within the Contract.

1.1.3.18 “Product Data” means the information or data prepared by

manufacturers which accompany products and define its qualities,
certifications, origin, use, method of installation, maintenance, and
safety.

1.1.3.19 “Provisional Delivery” means delivery of the Works in accordance

with the Contract.

1.1.3.20 “Provisional Delivery Certificate” means the certificate signed by

the Contractor and the Owner upon successful completion of the
Provisional Delivery including all Tests in accordance with the
Contract.

1.1.3.21 “Recovery Schedule” means Schedule submitted by the Contractor

to the Owner in case of any delays in any Phase or element of the
Works. This Schedule includes proposed recovery action and all
supportive documentation required by the Owner to assess the
effectiveness of the proposed recovery action.

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 1.1.3.22 “Reports on Test Results” means a report of the Contractor
referring to the results of the Tests on the Works conducted by him in
accordance with the Contract.

1.1.3.23 “Suspension Notice” means a notice issued by the Owner ordering

the Contractor to suspend Works.

1.1.3.24 “Testing Manual” means the manual that the Contractor shall
prepare at his own expenses and submit to the Owner for approval,
concerning the performing of Tests.

1.1.3.25 “Tests” means the observations or trials used to determine the

performance of a part of the Works by means defined by custom, the
Technical Specifications or Code.

1.1.3.26 “Tests on Provisional Delivery” means the Tests which are

specified in the Contract or agreed by both Parties or instructed as a
Change Order, and which are carried out in accordance with the
Contract before the Works or a section (as the case may be) are
provisionally delivered to the Owner in accordance with the Contract.

1.1.3.27 “Time for Completion” means the time of completing the Works as
stated in the Contract.

1.1.3.28 “Year” means 365 days or 366 days during a leap year.

1.1.4 Money and Payments

1.1.4.1 “Interim Payment” means each monthly payment of the Contract

Price in accordance with the Contract.

1.1.4.2 “Certificate for Payment” means the certificate issued by the Owner
that certifies the Owner‟s satisfaction as to the performance of the
monthly portions of the Works and authorizing the respective Interim
Payment.

1.1.4.3 “Penalties and Liquidated Damages” means the penalties and

liquidated damages the Owner shall impose on the Contractor, if the
Contractor does not complete the Works or any designated part
thereof within the deadlines provided for in Detailed Programme or
any Recovery Schedule approved by the Owner due to any reason or
cause, with the exception of those justifying an extension in
accordance with the Contract.

1.1.5 Works and Goods

1.1.5.1 “Equipment” means all tools and devices that are incorporated in the
Works or are used for the performance of the Works.

1.1.5.2 “Machinery and Plant” means all types of machines, plant, and
engines using energy to perform some activity that are incorporated
in the Works or are used for the performance of the Works.

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 1.1.5.3 “Materials” means all materials and supplies which shall be
incorporated into the Works.

1.1.5.4 “Project” means the name of the project contained within the
Particular Conditions.

1.1.5.5 “Purchasing” means the supply by the Contractor / Subcontractor of

Materials and/or Equipment to be used for the performance of the
Works or to be incorporated in the Works in accordance with the
Contract.

1.1.5.6 “Samples” means the example Materials and Equipment, obtained

prior to the bulk order by the Contractor, and/or the mock-up of
Materials required by the Owner or defined within the Contract.

1.1.5.7 “Scope of Works” or “Works” means the extent of the works

described in the Contract.

1.1.5.8 “Site” The Owner‟s real property, on which the Works will be
executed and accordingly the Project will be developed and
completed together with the Temporary Site Facilities

1.1.5.9 “Temporary Site Facilities” means temporary installation including

site offices, lavatories, changing rooms, storage areas and the like,
which shall be set up and used to facilitate the execution of the
Works and which shall be completely removed upon completion.

1.1.6 Other Definitions

1.1.6.1 “Activity Status Report” means a report of form and content

consisting of the previous Detailed Programme approved by the
Owner with the entries enumerated in accordance with the Contract.

1.1.6.2 “Additional Insured” means the companies listed in the Particular

Conditions in relation to Clause 15.1.15 as required by the Owner.

1.1.6.3 “Affiliate” means any entity related to the Parties due to it being
directly or indirectly controlled by such Party or it being controlled by
a person or entity that is the same as that which controls the Party or
it directly or indirectly controlling the party. For the purposes of this
definition, control shall mean ownership of half or more of the voting
interests in an entity;

1.1.6.4 “Certification” means the declaration provided by the Owner in the

form of a Certificate for Payment which evidences the Owner‟s “On
Account” agreement as to the completion of a portion of the Works,
following thorough review of the documents submitted by the
Contractor in accordance with the Contract.

1.1.6.5 “Change Order” means a notice from the Owner authorizing an

addition, omission or substitution or other revision of any part of the
Works or in the method of performance of the Works etc.

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1.1.6.6 “Correspondence File” or “Log” means a file including, in
chronological order, all correspondence and minutes of meeting held
with participation of the Owner, the Owner Representative, any
Subcontractors etc the Contractor‟s personnel, the Subcontractors‟
personnel, and any third parties.

1.1.6.7 “Deficiency List” means a list issued by the Owner during

Provisional Delivery in which all detected Defects of the Works or
Deviations from the Contract or in the case that the Works fails to
pass the Tests on Provisional Delivery will be adequately identified
and a reasonable deadline for remedy of such Defects will be set.

1.1.6.8 “Designs” mean the Drawings, Technical Specifications, and other

Technical Documents prepared on behalf of the Owner, which
interpret the scope of the Works in pictorial or written form.

1.1.6.9 “Detailed Programme” means a detailed breakdown of the Works in a

logical and orderly sequence.

1.1.6.10 “General National Strike” means a widespread labour strike that

affects all or most labour unions on a National Basis.

1.1.6.11 “Health and Safety Plan” means a document or manual prepared by

the Contractor which outlines and defines the health and safety
measures which must be observed on site.

1.1.6.12 “Method Statement” means specific arrangements and methods,

which the Contractor proposes to adopt for the execution of the
Works and detailed assessments of any risks involved in the Works.

1.1.6.13 “MS Project” means proprietary computer software developed by the

Microsoft Corporation used to prepare computer generated Detailed
Programme.

1.1.6.14 “Non Conformance Register (NCR)” means the register

maintained by the Owner for all major/serious non
conformances/defective work by the Contractor throughout the
duration of the Project.

1.1.6.15 “Organizational Chart” means the chart submitted by the Contractor

showing the staff required to complete the Works.

1.1.6.16 “Photo Archive” means photographs with suitable subtitles of the

various Phases of the construction period of the Works, starting with
the status of the Site prior to the commencement of the Works until
the Provisional Delivery of the Works in accordance with the
suggestions of the Owner.

1.1.6.17 “Project Archive” means all documents and Samples necessary for
the performance and monitoring of the Works and reflects the Works
as these has been constructed. It is delivered to the Owner upon
execution of the Final Delivery Certificate.

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 1.1.6.18 “Quality Assurance Plan” means procedures to organize, plan,
coordinate, and control the Works in compliance with the
requirements of the Contract.

1.1.6.19 “Request for Information” or “RFI”, means technical queries of the

Contractor concerning a) understanding of the Contract or b)
discoveries of inconsistencies, ambiguities, errors or omissions in
any Contract Document, addressed to the Owner, using a Request
for Information Form.

1.1.6.20 “Pension Fund” means the Pension Fund for the Retirement of
Construction Workers („Fondo de Pensiones y Jubilaciones de los
Trabajadores Sindicalizados de la Construcción‟) as established by
Law 6-86 of November 12, 1986 and any amendments thereto.

1.2 Interpretation

1.2.1 The following principles shall govern the interpretation of the Contract, except where
the context clearly requires otherwise:

a) The Agreement constitutes the entire and integrated agreement between the
Parties and supersedes all prior negotiations, representations, and
agreements, either written or oral. In the event of ambiguity or conflict
between the terms of the Contract, the interpretation shall be in accordance
with Clause 1.6.1 of the Conditions.

b) Words indicating one gender include all genders;

c) The use of personal pronouns of any gender in the Contract shall be deemed
wherever appropriate to include the other gender and the use of the singular
shall be deemed wherever appropriate to include the plural (and vice versa);

d) Α reference to an applicable Law includes the applicable Law as in force from

time to time;

e) Provisions including the word "agree", "agreed" or "agreement" require the

agreement to be recorded in writing;

f) "Written" or "in writing" means hand-written, type-written, printed or

electronically made, and resulting in a permanent record;

g) The headings contained in the Contract are for reference only and shall not in
any way affect the meaning or interpretation of the Contract;

h) Unless expressly stated otherwise, a reference to a person includes such

person's permitted successors and permitted assigns;

i) The words "include", "includes" and "including" mean “includes without

limitation to”;

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 j) Α reference in a document to an article, clause, exhibit, schedule, annex,
attachment or appendix is to the article, clause, exhibit, schedule, annex,
attachment or appendix of the Contract unless otherwise indicated. Exhibits,
schedules, annexes, attachments or appendices to any document shall be
deemed incorporated into such document by this reference;

k) References to "days" mean calendar days, unless the term "Business Day" is
expressly used. If the time for performing an obligation expires on a day
which is not a Business Day, the time shall be limited until that time on the
previous Business Day; and

l) All references to a given agreement, instrument, or other document shall,

unless otherwise expressly stated, be a reference to that agreement,
instrument, or other document as modified, amended, supplemented, and/or
restated through the date as of which such reference is made.

1.3 Communications

1.3.1 Wherever the Conditions provide for the giving or issuing of approvals, certificates,
consents, determinations, notices and requests, these communications shall be in
writing and delivered by hand (against receipt), sent by registered mail or courier, or
transmitted using fax.

1.3.2 Approvals, certificates, consents, and determinations shall not be unreasonably

withheld or delayed. When any of the aforementioned are issued to a Party, the
certifier shall send a copy to the other Party.

1.3.3 Documents originating from the Owner shall be delivered to the Contractor in
accordance with Clause 1.3.1 of the Contract. The Contractor shall maintain a Log at
the Site for recording correspondence with the Owner and the Owner‟s
Representative.

1.3.4 In all cases, communications which shall be addressed to the Owner shall be
received through the Owner‟s Representative.

1.4 Applicable Law and Language

1.4.1 The Contract shall be governed by the Laws of the Dominican Republic.

1.4.2 All communications between both Parties throughout the duration of the Contract
shall be made in the English language except for correspondence with Dominican
Republic Authorities, which shall be in Spanish.

1.5 Compliance with Laws

1.5.1 The Contractor shall, in performing the Contract, comply with applicable Laws.

1.5.2 Unless otherwise stated in these Conditions:

a) The Owner shall have obtained (or shall obtain) the permits, licences and
approvals contained within Clause 2.2.1 and

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 b) The Contractor shall give all notices, pay all taxes, relevant social security
and Pension Fund payments for the duration of the Works, duties and fees,
and obtain all permits, licences and approvals not obtained by the Owner
within Clause 2.2.1, as required by the Laws in relation to the execution
and completion of the Works and the remedying of any Defects; and the
Contractor shall indemnify and hold the Owner harmless against and from the
consequences of any failure to do so.

1.6 Inconsistencies

1.6.1 In the case of any inconsistencies between, among, or within the Contract not
clarified by an Addendum, the Contractor shall perform the Works in accordance with
the Owner‟s interpretations. For purposes of determining whether the Contractor has
performed the Works in accordance with the Contract or whether the Owner or the
Contractor is entitled to an adjustment in the Contract Price as a result of any
inconsistency in the Contract, the parties shall deem the Contract to have required
the Contractor to provide the higher cost alternative.

1.6.2 Where there is a definite and proper agreement between the parties and the sole
difficulty is that a simple error of a clerical nature has been made in committing the
understanding to writing, such a mistake will not invalidate the Contract.

1.6.3 When the handwritten portion of the Contract cannot be reconciled with the typed
portion, the hand written portion will prevail.

1.7 Assignment

1.7.1 The Contractor shall not assign the whole or any part of the Contract or any benefit or
interest in or under the Contract without the prior written agreement of the Owner,
which shall be given at the sole discretion of the Owner.

1.7.2 The Owner may, without the consent of the Contractor, assign, change or transfer all
or any part of its rights or obligations under the Contract without limitation to an
Affiliate of the Owner or to any other Party.

2. The Owner

2.1 Right of Access to the Site

2.1.1 The Owner shall be responsible for acquiring and providing as of the Commencement
Date to the Contractor access to the Site and physical possession thereof, to the
extent necessary for the performance of the Works.

2.1.2 The right and possession of the Site may not be 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 Contract. However, the Owner may withhold any such right or
possession until the Performance Security has been received.

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2.2 Permits, Licences, or Approvals

2.2.1 The Owner has undertaken the obligation to obtain at his own cost and responsibility
the following permits, licenses or approvals:
a) Construction permit to be issued by the Ministry of Public Works Environmental
permit to be issued by the Ministry of Environment and Natural Resources, Ministry
of Tourism permits as well as municipality permits, as may be applicable, together
with any associated charges and fees.

2.2.2 The Contractor shall provide to the Owner all necessary documentation in due course
during the Works for the purpose of obtaining the above permits as well as any
license, authorization or approval by the competent public authorities, which may be
necessary in order to achieve lawful completion, delivery and operation of the Works
and shall in general use his best endeavours to assist the Owner in obtaining in a
timely manner the above permits to prevent any unnecessary delays to the Works.

2.2.3 The Owner shall use his best endeavours to assist the Contractor in obtaining in a
timely manner all permits, approvals and licenses that the Contractor is responsible to
obtain pursuant to the Contract.

2.2.4 The Owner shall provide to the Contractor, specific areas within the Site where the
Contractor may erect its on site facilities; site offices, warehouses and material and
equipment laydown areas The Contractor shall be responsible to provide all utilities to
its facilities including power, water, sewage treatment, phone and data and the
Contractor shall pay for all its utility consumption.

2.2.5 The Contractor shall be solely responsible for the temporary water supply and all
necessary storage and extensions required for the performance of the Works.

2.2.6 The Contractor shall be solely responsible for all other required temporary services
and connections required for the performance of the Works.

2.2.7 The Contractor shall be solely responsible for all services and connections required for
the permanent works with the exception of the permanent water supply external to the
Works. All costs associated with the permanent water supply including payment of any
fees, external to the Works, will be borne by the Owner.

2.2.8 The Owner, upon the Contractor‟s reasonable written request, shall furnish to the
Contractor in writing, information which is necessary and relevant for the Contractor to
evaluate, give notice of, or enforce any rights.

2.2.9 Should there be any Change Orders issued that affects the Building Permit in such a
way that it needs to be re-permitted, the Contractor shall bear all costs, charges and
fees associated with obtaining the new building permit.

2.3 Owner’s Consents

2.3.1 The Owner hereby notifies the Contractor that the Owner‟s Representative is
authorized to undertake the following on behalf of the Owner:

a) To order/consent to any amendment of the Technical Specifications;

b) To issue a Change Order;

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 c) To consent to an amendment / extension of the Detailed Programme;

d) To approve any substitution of Materials and/or Equipment;

e) To agree any amendment of the Contract Price or the elements thereof or the
amendment of any other provision of the Contract; and

f) To terminate the Contract.

3 The Owner’s Representative

3.1 Owner’s Representative

3.1.1 The Owner shall appoint the Owner‟s Representative who shall carry out the duties
assigned to him in the Contract.

3.2 Owner’s Representative’s Duties and Authorities

3.2.1 The Owner‟s Representative shall, unless the Owner notifies the Contractor otherwise
in writing, be authorized to represent the Owner vis-à-vis the Contractor as regards
the Works and the Contract throughout the duration of the Contract until execution of
the Final Delivery Certificate as per Clause 9 [Defects Liability Period] of the
Conditions and payment of the Contract Price as per Clause 10 [Contract Price and
Payments] of the Conditions, to administer the Contract and to coordinate and
supervise on behalf of the Owner all technical aspects of the Works, including in
particular the following:

a) Forwarding to the Contractor all approvals, certificates, consents,

determinations, notices, and communications from the Owner and receiving
on behalf of the Owner all notices in connection with the Contract and the
Works. All notices and communications duly dispatched to the Contractor by
the Owner‟s Representative or duly received by the Owner‟s Representative
pursuant to the present clause shall be deemed to have been duly dispatched
/ received by the Owner;

b) Receiving on behalf of the Owner the insurance evidence provided for in

Clause 15 [Insurances] of the Agreement and receiving the Performance
Bond provided for in Clause 16 [Bonds] of the Agreement respectively;

c) Scheduling and coordinating the Contractor‟s activities with the activities of

other contractors working on Site and in accordance with the latest approved
Detailed Programme;

d) Observing, inspecting and testing the Works, requesting any additional

information or document required in connection with the performance of the
Works and the present Contract and issuing instructions to the Contractor
pursuant to the provisions of the Contract

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e) Reviewing, commenting and requiring amendments as regards to format and
content of all drawings, Shop Drawings, reports, statements, Submittals and
other documents provided by the Contractor pursuant to the Contract;

f) Granting on behalf of the Owner to the Contractor all permissions and

approvals required pursuant to the Contract except the approvals and
consents provided for in Clause 2.3 [Owner‟s Consents] of the Conditions,
which are granted solely by the Owner;

g) Considering whether technical/construction conditions are fulfilled for Works

to be deemed as an amendment of the Technical Specifications, pursuant to
Clause 7.13 [Amendment of Technical Specifications – Not Amounting to a
Change Order] of the Conditions, in which case the Owner‟s consent is
required pursuant to Clause 2.3 [Owner‟s Consents] of the Conditions;

h) Receiving the Contractor‟s Notice of Completion of each Phase of the Works,

reviewing the extent to which the Contractor has fulfilled the conditions, which
he must satisfy before Inspection and Certification of each Phase of the
Works can take place pursuant to Clause 10.3 [Certification] of the
Conditions, undertaking Inspection of each Phase of the Works, issuing a
Deficiency List for each Phase which the Contractor must remedy before
Certification of the respective Phase, agreeing a time table for the remedy of
such Defects and issuing the respective Certificate for Payment for each
Phase of the Works;

i) Receiving the Contractor‟s Notice of Completion of the overall Works,

reviewing the extent to which the Contractor has fulfilled the conditions, which
he must satisfy before the Provisional Delivery of the Works can take place
pursuant to Clause 8 [Commissioning and Tests on Provisional Delivery] of
the Conditions, requiring Tests to be undertaken, issuing a Deficiency List,
which the Contractor must remedy before he may issue a further Notice of
Completion of the Works, agreeing a time table for the remedy of such
Defects and completion of the Works, and executing the Provisional Delivery
Certificate pursuant to Clause 8 [Commissioning and Tests on Provisional
Delivery] of the Conditions;

j) Reviewing the extent to which the Contractor has fulfilled the conditions,
which he must satisfy for the Final Delivery Certificate to be executed;

k) Signing the Final Delivery Certificate of the Works;

l) Reviewing and approving the Contractor‟s compliance with the conditions

precedent for the Owner to make payments; and

m) Other matters assigned by the Owner to the Owner‟s Representative from

time to time.

n) Neither the Owner nor the Owner‟s Representative shall be responsible for
the Contractor‟s means, methods, sequences, operational techniques and
procedures nor for the safety and stability of Temporary Works and
Contractor‟s Equipment nor for the safety, health and welfare of any persons
on the site.

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 o) Neither the Owner, the Owner‟s Representative nor any member of the
Owner and the Owner‟s Representative‟s staff shall be in any way personally
liable to the Contractor or answerable for any default or omission on the part
of the Owner in the observation or performance of any obligations or acts
under the Contract.

3.2.2 For the avoidance of doubt it is hereby clarified that any approvals, certificates,
consents, determinations, notices and communications that according to the Contract
should be made by or delivered to the Owner, it shall in all cases, be dispatched /
received by the Owner‟s Representative who is authorized to represent the Owner
vis-à-vis the Contractor as regards the Works and the Contract.

4 The Contractor

4.1 General

4.1.1 The Contractor is responsible for performing the Works in accordance with the
procedures, Technical Specifications, Drawings, and the Contract, including but not
limited to:

a) Obtaining at his own cost, actions and responsibility the permits, licenses and
competent authority approvals, which such competent authorities require
from the Owner or the Contractor or any Subcontractor as the case may be
for the performance of the Works, except the permits provided for in Clause
2.2.1 of the Conditions;

b) Planning, coordinating, and supervising the overall Works;

c) Providing engineering services in terms of constructability issues, where

required;

d) Supplying Labour, Materials, Equipment, Machinery, Plant, instruments,

Temporary Site Facilities, transportation of the above including loading,
unloading and hauling to, from and at Site, storage of Materials), all as
specified in the Contract as well as all other things, whether of a temporary or
permanent nature, required for the completion of the Works and remedying of
any Defects.

4.1.2 The Contractor shall perform all such Works and/or supply all such Materials and/or
provide such services not specifically mentioned in the Contract which can be
reasonably inferred from the Contract as being required for the proper execution of
the Works as if such Works and/or Materials and/or services were expressly
mentioned in the Contract.

4.1.3 The Contractor shall supply the spare parts required up to the date of execution of the
Final Delivery Certificate in respect of the Works and any Materials and Equipment
required for the maintenance of the Works in accordance with the terms of the
Contract.
4.1.4 The Contractor is an independent contractor for all purposes under the Contract. No
agency, employment, or partnership relationship is created between the Parties by
virtue of the present Contract.

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4.1.5 Contractor represents that it is fully experienced, properly qualified, registered,
licensed, equipped, organized, and financed to perform the Works under this
Contract. Nothing in this Contract or any subcontract awarded by Contractor shall
create any contractual relationship between any such Supplier or Subcontractor and
Owner. The Contractor shall perform its Works hereunder in accordance with the
Contract.

4.1.6 The Contractor shall ensure the correctness, accuracy, and completeness of all
documents, information, and/or data supplied or to be supplied by the Owner to the
Contractor pursuant to the Contract. Any failure by the Contractor to identify errors in
the correctness, accuracy, and completeness of all documents will not entitle the
Contractor to make any claims for additional monies.

4.2 Contractor’s General Obligations

4.2.1 The Contractor shall, with due care and diligence in strict accordance with the
provisions of the Contract, in compliance with the rules of workmanship and the
applicable regulatory frameworks, execute and complete the Works and remedy any
Defects therein, so that each part of the Works and the Works as a whole will be fit for
the purpose, for which it is intended and free from all Defects in workmanship and
Materials. If design lies within the Contractor‟s Scope of Works, the Contractor must
submit his Professional Indemnity Insurance to the Owner.

4.2.2 The Contractor will compare the Contract with any additional information furnished by
the Owner and shall immediately report to the Owner any errors, inconsistencies or
omissions discovered. If the Contractor performs any part of the Works involving such
error, inconsistency or omission without such notice to the Owner, the Contractor
shall be responsible for all consequences including delays or additional costs that
may arise and in addition shall be obliged to remedy at his cost such error,
inconsistency or omission according to the Owner‟s instructions.

4.2.3 The Contractor shall be responsible for his own verification of the investigation
reports, surveys, etc, and all Site Data (herein, defined as “Technical Documents”),
and other information provided by the Owner. Furthermore, the Contractor shall
conduct all necessary surveys, take field measurements and verify field conditions
and shall carefully compare such field measurements and conditions and other
information known to the Contractor with the Contract before commencing any
activities. Errors, inconsistencies, or omissions discovered shall be immediately
reported to the Owner. If the Contractor performs any part of the Works involving
such error, inconsistency or omission without such notice to the Owner, the
Contractor shall be responsible for all consequences including delays or additional
costs that may arise and in addition he shall be obliged to remedy at his cost such
error, inconsistency or omission according to the Owner‟s instruction.

4.2.4 Without prejudice to the remaining sub clauses of Clause 4.2 [Contractor‟s General
Obligations], in case the Contractor has any technical queries concerning (a) the
understanding of the Contract or (b) the discoveries of inconsistencies, ambiguities,
errors or omissions in any Contract, he shall address such queries to the Owner using a
Request for Information Form (RFI). RFI‟s will be replied to but not necessarily
resolved by the Owner within the number days stipulated in the Particular Conditions.
Should the Contractor neglect to request the above clarifications or information in the
manner described above, then he shall be responsible for all consequences including

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 delays or additional costs that may arise and in addition he shall be obliged to
implement at any time and in any manner whatsoever at his cost the Owner‟s
decisions on the matter. It is hereby clarified that any orders, instructions, and RFI
responses concerning the Contract information provided by the Owner do not relieve
the Contractor of his full responsibility towards the Owner for completing the Works
pursuant to the provisions of the Contract. It is understood and clarified, that the
Owner‟s orders and instructions, including but not limited to RFI responses, do not
authorize the Contractor to perform additional Works unless this order or instruction is
applied in conjunction with the procedures of Clause 7.10 [Change Orders].

4.2.5 The Contractor shall comply with and shall cause his personnel, Subcontractors and
personnel thereof to comply with and adhere strictly to the applicable Law, competent
authorities‟ instructions and the Owner‟s instructions on any matter, whether
mentioned in the Contract or not, relating to or concerning the Works. The Contractor
shall immediately report to the Owner any discrepancy between the Contract or the
Owner‟s instructions and the applicable Law or regulations or competent authorities‟
requirements. If the Contractor, his personnel, Subcontractors or personnel thereof
performs Works, which is contrary to the applicable Law or regulations or competent
authorities‟ requirements without such prior notice to the Owner, the Contractor shall
assume full responsibility of such Works, shall bear all costs attributable to such
violation and shall be obliged to remedy at his cost the violation according to the
competent authorities‟ and the Owner‟s instructions.

4.2.6 The Contractor shall give to the competent authorities all notices required of the
Contractor under the Contract, by Law or by such authorities.

4.2.7 Any fines or other penalties incurred by the Contractor or its agents, employees or
Subcontractors for non-compliance with the applicable Law, regulations or competent
authorities‟ instructions shall not be reimbursed by the Owner, but shall be the sole
responsibility of the Contractor. If fines, penalties or legal costs are imposed on the
Owner by any competent authority or Court due to such non-compliance by the
Contractor or any Subcontractor with any applicable Law, regulations or competent
authorities‟ instructions, or if the Works or any part thereof is delayed or suspended or
ceases by order of any competent authority or Court due to non-compliance on the
part of the Contractor or any Subcontractor with the above, the Contractor shall
indemnify and hold the Owner harmless against any and all losses, liabilities,
damages, claims and costs (including reasonable attorneys‟ fees) suffered or incurred
because of the failure of the Contractor or any Subcontractor personnel thereof to
comply therewith. In the event that the Owner incurs such losses, damages, costs etc
the Owner shall be entitled to withhold such amounts from any amounts due or to
become due to the Contractor under the Contract pursuant to Clause 10 [Contract
Price and Payments] of the Conditions.

4.2.8 The Contractor undertakes to advise the Owner as to the precise nature and
description of the temporary utilities including telephone, electricity, water, gas, and
sewerage, which will be required for the Works. Furthermore, the Contractor is under
the obligation to ascertain, by any method including performing relevant cuts, whether
or not any networks and installations of Public Utility Organizations (Water Supply –
Sewerage, Electricity / Power, Telecommunications Operator etc.) and any other
obstructions in general are located within the Site, the removal or relocation of which is
necessary in order for the Works to be performed. The Contractor shall immediately
report the presence of such networks or installations in writing to the Owner. The

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 responsibility for removing or relocating such obstacles is borne exclusively by the
Contractor at his own cost.

4.2.9 The Contractor shall take full responsibility for the adequacy, stability, and safety of
all Site operations undertaken by the Contractor or its agents, employees or
Subcontractors in the frameworks of the present Contract and the methods of
construction applied by the Contractor notwithstanding any approval by the Owner.

4.2.10 The Contractor shall keep the Owner informed of the progress of the Works, and shall
use all reasonable endeavours to protect the Owner against Defects and deficiencies
in the Works. The Contractor shall not claim that Defects and deficiencies could have
been prevented by enhanced surveillance by the Owner. Remedies of such Defects
or deficiencies will not constitute grounds for extension of the Detailed Programme or
claims for any additional money whatsoever.

4.2.11 Both parties explicitly agree that the Contractor is solely and totally responsible for
the supervision of Works as it is stipulated by the Contract and required by Law and
the Contractor cannot use the fact that the Owner‟s Representative is surveilling his
Works, in order to waive or lessen his responsibilities under the Contract.

Specifically, the Contractor is required, before the Commencement of the Works, to

nominate the company engineers that will be assigned as site supervisors in the
building permit file, for all categories of works (Architectural, Civil, M&E Installations
etc.), each of which the Contractor is solely and totally responsible for the supervision
required by Law, and as far as the minimum costs of supervision fees required by
Law, as they are defined in the building permit file, and all other costs related to the
project supervision that is foreseen and required by Law, they rest solely upon the
Contractor and it is agreed that they are included in the Contract Price.

It is further clarified that the scope of the Owner‟s Representative and his duties on
site are as described in the Contract and do not include the legal supervision of the
works as required by Law, which in accordance with this clause is included fully and
exclusively in the scope of work of the Contractor.

4.2.12 The Contractor is responsible for the following Scope of Works:

a) Preparation, submittal and acquisition of the construction related Permits, with the
exception of the permits provided by the Owner under clause 2.2

b) Construction including Management and Supervision,

4.2.13 The Contractor shall be responsible for the professional quality, technical accuracy,
and the coordination of all designs, drawings, technical specifications, and other
construction related information furnished by the Owner under this contract. The
Contractor shall correct or revise any errors or deficiency in its designs, drawings,
technical specifications, and other construction related information and perform any
necessary rework or modifications, including any damage to real or personal property,
resulting from the design error or omission.

4.2.13 The Contractor undertakes the full and systematic elaboration of the Contract
Documents and the coordination of design, production of plans, sections, details,
specifications, shop drawings etc where necessary to determine with absolute
precision the adjustment of the construction methods and proposed choice of materials
and systems that will eventually be incorporated into the Works whilst mitigating any

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 potential errors and incorporating due allowances for any missing information of the
design. These drawings or documentation when required or when requested by the
Owner will be delivered in due time and approved by the Owner before the start of the
construction works they correspond to.

4.3 Construction Manager

4.3.1 Before starting the Works, the Contractor shall designate in writing an authorized
representative, acceptable to Owner, to represent and act for the Contractor as
Construction Manager (herein “Construction Manager”), who shall be free of any
limitations or restrictions and who shall be an engineer duly registered in the
Dominican College of Engineers and Architects (CODIA for its acronym in Spanish).
Such representative shall be present at the Site at all times when the Works are in
progress, and shall be empowered to receive communications in accordance with this
Contract on behalf of the Contractor. During periods when the Works are suspended,
arrangements shall be made for the representative to be present for any emergency
work that may be required. All communications given to the authorized representative
by Owner in accordance with this contract shall be binding upon the contractor.

4.3.2 The Contractor‟s Construction Manager shall also be personally responsible for the
workmanship, complete, and safe performance of the Works and for adopting and
implementing the necessary measures for the protection and safety of those working
on the Works, as well as for any third parties at the Site.

4.3.3 It is explicitly stated that the appointment of the Construction Manager does not under
any circumstances relieve the Contractor of his full and sole liability and obligations
towards the Owner.

4.3.4 Where the applicable Law concerning safety measures for those employed in
construction works or any other provisions stipulates the liability of the Owner, this
liability shall be taken to mean the liability of the Contractor‟s Construction Manager.

4.3.5 The Owner, other contractors and other Subcontractors may be working at the Site
during the performance of this Contract, and Contractor‟s work may be interfered with
as a result of such concurrent activities. The Owner reserves the right to require the
Contractor to schedule the order of performance of the Works in such a manner as
will minimize interference with work of any of the parties involved.

4.4 Contractor’s Personnel

4.4.1 The Contractor undertakes to select at his own judgment and employ all personnel
necessary for the performance of the Works and his obligations under the Contract.
The Contractor undertakes to procure that such personnel employed at the Works
(whether employed by the Contractor or by his Subcontractors) will possess all
qualifications, skills, and experience necessary for the due performance of the Works.

4.4.2 By way of exception to the above, the Contractor undertakes to submit to the Owner
for his consent the employment of the persons he will select to hold the positions
stated in the Contract (hereinafter “Key Personnel”). The Contractor shall ensure that
the Key Personnel he will select, and propose to the Owner, shall possess the
necessary required qualifications as well as all skills, training and experience
necessary for the due performance of the duties that will be assigned to it according

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 to the Contract. The Owner is obliged to approve or object in writing to the
Contractor‟s proposal with regard to the Key Personnel within the number days
stipulated in the Particular Conditions. The Owner‟s consent to the employment of the
Key Personnel shall not relieve the Contractor of his responsibility with regard to the
suitability of the Key Personnel for the duties that will be assigned to it.

4.4.3 The Owner shall be at liberty to object to and require the Contractor to remove
forthwith from the Works and substitute any person employed at the Works either by
the Contractor or his Subcontractors who in the Owner‟s opinion misconducts himself
or is incompetent or negligent in the proper performance of his duties or whose
presence on Site is otherwise reasonably considered by the Owner to be undesirable
and such person shall not be again allowed to enter the Site without the Owner‟s
consent. The Contractor shall be obliged to replace any person removed pursuant to
the provisions of this paragraph as soon as possible.

Any delays caused due to the removal of the persons employed at the Works shall
not entitle the Contractor to claim for any extension of time or increases in cost.

4.4.4 The Contractor shall, if required by the Owner, deliver to the latter a detailed
statement of such form and content and at such frequency as the Owner may require
regarding any information relating to labour employed from time to time for the Works
either by the Contractor or his Subcontractors.

4.4.5 The Contractor shall procure that throughout the performance of the Works the
persons who will execute the Works will have obtained, if and when necessary, the
required residence and working permits and, in general, will be able to lawfully work
in the Dominican Republic. The Contractor further undertakes to immediately remove
from the Site and replace any person who is not legally eligible to work in the
Dominican Republic. The Contractor is solely responsible for the compliance with all
applicable labour Laws and regulations (either regarding his employees or
Subcontractors working for the Project).

4.4.6 The Contractor shall be in full and strict compliance with all applicable labour Laws
and regulations. The Contractor shall not employ persons below the age of 18 years
or persons who are not insured by any relevant social security organization and/or
are not legally eligible to work in the Dominican Republic. If any other competent
social security organization addresses directly to the Owner documents or demands
related to payment of relevant social contributions in the frameworks of the execution
of the Works, the Owner will either (a) immediately forward such documents to the
Contractor, who will in any case have the obligation to pay the relevant amounts and, in
general, to settle all relevant procedures or (b) pay the amounts due directly to the
competent social security organizations and withhold the amount paid directly from
any amounts due or to become due to the Contractor under the Contract pursuant to
Clause 10 [Contract Price and Payments] of the Conditions. The Owner will not
be responsible, under any circumstances, in case of violation by the Contractor of the
applicable social security legislation. The Contractor will ensure that his
Subcontractors and Assignees will comply with the provisions of Clause 4.4
[Contractor‟s Personnel] with regard to the persons they employ for the execution of
the Works. The Contractor will be obliged to fully compensate the Owner for any
relevant costs or damage that the latter may suffer in this respect.

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4.4.7 The Contractor shall enforce strict discipline and good order among the Contractor‟s
and his Subcontractors‟ employees and other persons involved in the performance of
the Works and the Contract.

4.4.8 The Owner may require the Contractor to remove (or cause to be removed) any
person employed on the Site or Works, including the Construction Manager 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.

4.4.9 If appropriate, the Contractor shall then appoint (or cause to be appointed) a suitable
replacement person.

4.5 Contractor’s Organization Chart

4.5.1 Within the number of days stipulated in the Particular Conditions, the Contractor will
provide to the Owner a detailed Organizational Chart. The Contractor shall promptly
notify the Owner in writing of any alteration of such Organizational Chart, within the
number of days stipulated in the Particular Conditions.

4.6 Subcontractors

4.6.1 The Parties have agreed that certain parts of the Works shall be executed by agreed
Subcontractors. The Subcontractors that the Parties have agreed on and the part of
the Works that each of them shall execute are referred to in the Contract.

4.6.2 The Owner may nominate preferred Subcontractors and Suppliers that the Contractor
shall use for parts of the Works. The Contractor is entitled to object, giving suitable
reasons for objection, yet, once accepted, the Subcontractor and/or Supplier shall
become the sole responsibility of the Contractor and the Contractor shall ensure that
the Subcontractor and/or Supplier is fully aware of their duties and obligations under
this Contract.

4.6.3 With the exception of the approved Subcontractors, the Contractor shall neither totally
nor partially assign, subcontract or otherwise delegate any part of his rights or
obligations under the Contract, in any manner whatsoever, including factoring and
similar methods, without the Owner‟s prior written consent. In any event, such
Assignee(s) / Subcontractor(s) must fulfil the criteria defined in the Contract. In order
to obtain such consent, the Contractor must submit his proposal to the Owner in
writing. Such proposal must name the proposed Assignee(s)/Subcontractor(s) and
provide evidence that they fulfil the criteria defined in the Contract. Any consent
granted by the Owner to the Contractor shall not relieve the Contractor from any
obligation or liability towards the Owner as regards any such Assignee or
Subcontractor.

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4.6.4 The Contractor shall include in his agreements with his Subcontractors and
Assignees terms providing for such Subcontractors and Assignees to (a) be liable, in
respect of their acts or omissions to both the Contractor and to the Owner to the
same extent as that described in Clause 4 [The Contractor] of the Conditions; and (b)
give warranties to both the Contractor and to the Owner to the same extent as that
described in the Conditions. The Contractor shall provide to the Owner copies of the
agreements he will conclude with the Subcontractors and Assignees. The Contractor
further agrees that upon the Owner‟s request, he shall (i) assign to the Owner the
benefit of any rights the Contractor may have against such Subcontractors or
Assignees in respect of or connected with such agreements; and (ii) cause such
Subcontractors or Assignees to assign to the Owner the benefit of any warranty or
guarantee given by such Subcontractors or Assignees to the Contractor.

4.6.5 Entry into any subcontract or assignment with regard to his rights or obligations under
the Contract shall not relieve the Contractor of any of his obligations to perform the
Works in accordance with this Contract, regardless of the fact that the
subcontract/assignment was approved by the Owner. No contractual relationship
shall exist between the Owner and any Subcontractor/Assignee with respect to the
Works. The Contractor agrees that he shall be fully responsible to the Owner for the
acts and omissions of the Subcontractors/Assignees and their agents and employees
and other persons performing portions of the Works, as if such acts or omissions
were committed by the Contractor and his personnel.

4.7 Other Contractors or Forces

4.7.1 There may be other contractors or forces working in the same area where the Works
will be performed. Owner will use its best efforts to coordinate the works of all
contractors so as to minimize interference with or suspension of works of any
contractor, consistent with the orderly and expeditious performance and completion of
the Project as a whole. The Contractor must anticipate that its Works may be
interfered with or temporarily delayed from time to time on account of the concurrent
performance of works by others, and the Contractor shall fully cooperate with the
Owner and the other contractors to avoid any delay or hindrance of their works.
Owner may require that certain facilities be used concurrently by the Contractor and
other persons.

4.7.2 The Contractor shall, in accordance with the Owner‟s requirements, afford all
reasonable opportunities for carrying out the Contractor‟s Works to:

a) Any other contractors employed by the Owner on the Site, their employees
and Subcontractors; and

b) The Owner‟s personnel and the personnel of the Owner‟s Representative.

4.7.3 The Contractor shall afford other contractors and the Owner reasonable opportunity
for entry and storage of their Materials and Equipment and performance of their
activities, and shall connect and coordinate his activities and operations with theirs as
required by the Contract or by the Owner.

4.7.4 The Contractor shall promptly provide to other contractors working at the Site any
designs, Drawings, Technical Specifications, Materials, and documents reasonably
required for the completion of the works undertaken by such other contractors and
the coordination of such works. The Contractor shall be responsible for the accuracy

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 and completeness of all such Designs, Drawings and other data furnished to other
contractors pursuant to the Contract.

4.7.5 The Contractor, when directed to do so, shall participate in meetings with the other
contractors and the Owner in reviewing their construction schedules. The Contractor
shall comply with any revisions to the Detailed Programme, deemed necessary by the
Owner after joint review and deliberation with the Owner and the other contractors.

4.7.6 If part of the Contractor‟s Works depends on proper execution or construction or

operations by other contractors, the Contractor shall, prior to proceeding with that part
of the Works, promptly report to the Owner apparent discrepancies or Defects in such
other construction that would render it unsuitable for such execution and results of the
Works. Failure of the Contractor to report such discrepancies or Defects shall
constitute an acknowledgment that the other contractors‟ completed or partially
completed construction is fit for purpose and proper for the execution of the
Contractor‟s Works.

4.7.7 The Contractor shall use all reasonable endeavours in cooperation with the Owner
and the other contractors to resolve any actual or potential difficulties arising out of
the progress of the Works of the other contractors and any interference between the
other Works and the Works.

4.7.8 The Contractor shall supply promptly such further information and documents as the
Owner may require for any clarification.

4.7.9 The Contractor shall promptly remedy damage that he has wrongfully caused to the
other contractors‟ works or Equipment, Machinery, Plant or Materials or property, as
provided for in Clause 4.25 [Loss or Damage to the Works] of the Conditions.
Otherwise, the Owner shall reserve the right to remedy the damage and non
conformances (NCR) using another contractor and either charge the Contractor with
the relevant cost or set off the cost against payments due or to become due towards
the Contractor. Any additional costs caused by delays or by improperly timed
activities or defective construction shall be borne by the Contractor.

4.7.10 The Contractor shall use its best endeavours to ensure coordination with other
contractors working on Site. Indicatively, the Contractor undertakes to advise the
Owner on the following matters:

a) Whether the progress of the other contractors may impede the Contractor‟s
execution of the Works in accordance with the Detailed Programme. In such
event the Contractor shall provide the Owner with recommendations as to
how the matter may be remedied without affecting the Time for Completion;
and

b) Whether the Works carried out by the other contractors are incompatible or
inconsistent with the Technical Documents of the Contractor are likely to
interfere with the execution of the Works in any way. In such a case the
Contractor shall supply the Owner with details of any such inconsistency or
interference and make appropriate recommendations to the Owner.

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4.8 Setting Out

4.8.1 The Contractor shall be responsible for:

a) The accurate setting-out of the Works in relation to original points, lines and
levels of reference shown in the Drawings or the Contract; and

b) The correctness, subject as above mentioned clause, of the position, levels,

dimensions, and alignment of all parts of the Works.

4.8.2 If, at any time throughout the execution of the Works, any error appears in the
position, levels, dimensions, or alignment of any part of the Works, the Contractor
shall, at his own cost, rectify such error to the satisfaction of the Owner.

4.8.3 The approval of the position or the levels or dimensions or any line or level of the
Works by the Owner shall not in any way relieve the Contractor of his responsibility
for the accuracy thereof. The Contractor shall carefully protect and preserve all
benchmarks, sight-rails, pegs and other Materials used in setting-out the Works.

4.9 Materials, Equipment, and Workmanship

4.9.1 All Materials, Equipment, and Workmanship shall be in strict compliance with the
Contract and in accordance with the Owner‟s instructions and shall conform to any
Laws or regulations in force.
4.9.2 All Materials shall be of the highest quality and free from damage or Defect and shall
be of the Owner‟s approval as regards their origin, appearance, quality, durability,
and technical characteristics. All Materials shall be new, unless otherwise indicated in
the Contract. With regard to the place of manufacture of all Materials, the raw
Materials composing them, their properties, performance, technical characteristics
and safety of use should fully conform to the Technical Specifications of the Contract
and if such Technical Specifications are not defined in the Contract they should as a
minimum conform to the strictest among American, Dominican Republic or other
International standards in force.

4.9.3 All Equipment, Plant and Machinery shall be of the latest technology and free from
damage or Defect and shall be of the Owner‟s approval as regards their origin,
appearance, quality, durability, and technical characteristics. All Equipment, Plant and
Machinery shall be new, unless otherwise indicated in the Contract. With regard to
the place of manufacture of all the Equipment, Plant and Machinery, their properties,
performance, technical characteristics and safety of use should as a minimum
conform to the strictest among American, Dominican Republic or other International
standards in force.

4.9.4 All Materials and Equipment shall be subjected to such Tests as the Owner may
require at the place of manufacture, or on Site or as may be specified in the Contract.
All costs shall be borne by the Contractor and the Contractor shall provide such
assistance, labour, electricity, fuels, Samples and instruments as are normally
required for examining, measuring and testing any Materials or Equipment and shall
supply Samples and Materials, before incorporation in the Works, for testing as may
be selected and required by the Owner.

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4.9.5 The Contractor shall, if required by the Owner, deliver to the latter a detailed
statement of such format and content and at such frequency as the Owner may
require regarding the Materials and the Equipment used by the Contractor and/or his
Subcontractors.

4.9.6 All Materials and Equipment furnished and work performed shall be properly
inspected by the Contractor at his expense, and shall at all times be subject to quality
surveillance and quality audit by the Owner or their authorized representatives who
shall be afforded full and free access to the shops, factories or other places of
business of the Contractor and its sub-tiers and Suppliers.

4.9.7 All Materials and Equipments shall be properly stored and maintained by the
Contractor at his expense.

4.10 Expenses, Taxes, Social Security and Pension Fund

4.10.1 Unless otherwise provided for in the Contract, the Contract Price shall include all
expenses required for completion of the Works, which will be incurred by the
Contractor. Such expenses shall include but not be limited to the following items:

a) Expenses for access to the Site and to the locations for extraction of
Materials and disposal of waste, expenses for installation and dismantling of
the Site;

b) Expenses for supply and operation of Materials, Equipment, Machinery, Plant

and vehicles, depreciation, transportation, sorting, storage, safekeeping and
maintenance thereof, customs clearance expenses for imported Materials,
Equipment and vehicles, relevant taxes, duties and fees, insurance
deductions or charges;

c) Expenses for implementation of construction drawings at Fixed Points and

surveys;

d) Expenses for personnel salaries and wages and all kind of social security
contributions to be paid to main or auxiliary social security organizations as
well as all expenses concerning the personnel necessary for performing the
Works, which are borne by the Contractor;

e) Expenses for organizing, adopting, and observing the health and safety
measures and regulations pertaining to the personnel to be employed at the
Site;

f) Expenses for calibration checking and for testing any part of the Works,
Materials, Plant incorporated in or used for the Works, expenses for
maintenance of the Works in accordance with the Contract and for Site
cleaning until Final Delivery;

g) Expenses for telecommunications, power and water supply as well as

sewerage, except expenses concerning the Owner‟s obligation to deliver to
the Contractor at specific locations on Site connections to utility services as
per Clause 2.2 [Permits, Licenses, or Approvals] of the Conditions. The
Contractor shall assume the responsibility and expenses for (a) networking

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 and extending these connections within the Site, (b) using these connections
for the requirements of the Works;

h) Insurance premiums for establishing and maintaining the insurance coverage

under Clause 15 [Insurances] of the Conditions;

i) In general, all types of unforeseen expenses necessary for the performance

of the Works, all relevant taxes (including withholding taxes), charges, duties and
fees, with the sole exception of ITBIS, which shall be mentioned
separately on each invoice; and

j) Expenses for all local and foreign travel expenses of all nature associated
with the performance / delivery of the Works.

4.10.2 In case the Owner pays any expenses that should be borne by the Contractor
according to the above, the Owner is entitled to seek from the Contractor recovery of
such amounts and the Contractor undertakes the obligation to pay immediately and
without any delay whatsoever such amounts, otherwise the Owner shall be entitled
inter alia to withhold such amounts from any amounts due or to become due to the
Contractor according to Clause 10.3 [Certification] of the Conditions and/or to
terminate the Contract pursuant to Clause 13 [Termination] of the Conditions.

4.10.3 All costs associated with social security and Pension Fund contributions are included
within the Contract Price. It is the responsibility of the Contractor to timely make all
submissions and payments for social security and the Pension Fund relating to all
workforce (either directly employed by the Contractor or by Subcontractors) on behalf
of the Owner for the entire duration of the Works.

4.10.4 The Contractor shall ensure that all workforce (either directly employed by the
Contractor or by Subcontractors) shall produce a signed statement upon completion of
their activities indicating that all social security payments have been made and that
they do not have any further claims in relation to their social security payments. The
Contractor shall hold harmless and indemnify the Owner in respect of all claims,
proceedings, damages, costs, charges, and expenses whatsoever arising out of, or in
relation to social security payments.

4.11 Quality Assurance / Quality Control

4.11.1 The Contractor will establish and implement, throughout the performance of the
Works, adequate quality and audit procedures to organize, plan, coordinate, and
control the Works and demonstrate compliance with the requirements of the Contract.
These procedures shall comply with the Contract and shall be submitted to the Owner
for approval within the number days stipulated in the Particular Conditions (“Quality
Assurance Plan”). The minimum content of the Quality Assurance Plan shall include
for each Phase of the Works:

a) Checklist of Activities;

b) Method Statements with detailed descriptions of the Works, specific

arrangements and methods, which the Contractor proposes to adopt for the
execution of the Works and detailed assessments of any risks involved in the
Works (if necessary);

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 c) All required laboratory and other Tests, trials, measurements and calibrations
that must be conducted on the Works or parts thereof and on the individual
Materials and Equipment to be incorporated in the Works, in order to
establish compliance thereof with the Contract and with the applicable Law,
regulations and competent authorities‟ requirements as in force each time;
and

d) Documented procedures for Purchasing, process control, handling, storage

and Inspections of Materials and Equipment and remedial action in the event
of non-conformity pursuant to Clauses 4.12 [Purchasing] and 6.3
[Inspections, Tests and Measurements] of the Conditions.

e) Appropriate actions to minimize the impact of the works on the environment.

4.11.2 The implementation of the Quality Assurance Plan shall be controlled by virtue of a
system of reports, audits, and Inspections recorded therein.

4.11.3 The Owner shall review and comment on the submitted Quality Assurance Plan within
the number days stipulated in the Particular Conditions. The Contractor shall amend
the proposed Quality Assurance Plan according to the Owner‟s instructions and he
shall ensure that his personnel and all Subcontractors and Assignees, as well as the
personnel thereof shall adhere to the approved Quality Assurance Plan.

4.11.4 All data and documents pertaining to the implementation of the Quality Assurance
Plan shall be made available to the Owner at any time until the issuance of the Final
Delivery Certificate. Copies of all the above documents shall be provided to the
Owner upon the issuance of the Final Delivery Certificate. Compliance with the
Quality Assurance Plan shall not relieve the Contractor of his duties, obligations, or
responsibilities under the Contract.

4.11.5 The Contractor shall appoint a Managing Site Quality Control Officer who will be
responsible for the implementation of the Quality Assurance Plan and shall monitor
compliance with all technical requirements provided for in the Contract. To this end,
the Managing Site Quality Control Officer shall be authorized to implement any quality
control measures, additional to the approved Quality Assurance Plan, he deems
necessary.

4.12 Purchasing

4.12.1 The following provisions regarding Purchasing shall apply in respect of all kinds of
works and services, including subcontracted works and services, as well as supply of
Materials and/or Equipment to be used for the performance of the Works or to be
incorporated in the Works.

4.12.2 The Contractor will ensure by documented procedures provided for in the Quality
Assurance Plan that all purchased Materials and/or Equipment or services conform to
the requirements of the Contract and the applicable Laws.

4.12.3 Subcontractors involved in the Works will establish and implement their own quality
assurance plans, which will conform to the Quality Assurance Plan and to Contract
requirements.

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4.12.4 The Contractor will establish and implement documented procedures provided for in
the Quality Assurance Plan for the identification of criteria for the selection of
Subcontractors, the assessment of Subcontractors and the assessment of their
quality assurance plans.

4.12.5 The Contractor will establish and implement documented procedures for the quality
control of all Materials and/or Equipment to be used for the Works or to be
incorporated in the Works and identify separately for all types of Materials and/or
Equipment specifications, standards and other requirements that Materials and/or
Equipment should conform to. These procedures shall be described in the Quality
Assurance Plan and shall:

a) Include criteria for the selection of Suppliers, Suppliers‟ delivery procedures,

quality Inspections and Tests to be conducted and documentation thereof,
requirements for indexing, storage, handling on site and records thereof, as
well as remedial action in case of Defects of the Materials or Equipment;

b) Ensure that the Inspection and test status of Materials and Equipment shall
be identified by appropriate methods (markings, labels etc) to indicate
conformity or non-conformity to Contract requirements following the
Inspection performed;

c) Verify non-conformity and will also ensure that any Material and/or Equipment
that does not conform to the Contract requirements is not used for the Works
or incorporated therein; and

d) Provide for the identification, documentation, evaluation, segregation (where

practical) and disposal of non-conforming Materials and/or Equipment, which
shall be marked appropriately (labels, markings etc) so that their use or
incorporation in the Works is prevented and to permit immediate recall and
replacement thereof is facilitated. Non-conforming Materials and/or
Equipment will be either repaired to meet Contract requirements or used for
alternative applications or rejected/scrapped.

4.12.6 The Contractor will set up procedures for the handling, storage, packing, marking,
and delivery of all Materials and/or Equipment to be used for or to be incorporated
into the Works.

4.12.7 These procedures will be described in the Quality Assurance Plan and will provide for
the application of methods and means of handling and storage that prevent damage
and deterioration of Materials and/or Equipment and secure appropriate storage
areas and/or stock rooms. Authorized personnel will handle and document receipt
and dispatch of Materials and/or Equipment to and from such areas.

4.12.8 In order to detect deterioration of the condition of the Materials and/or Equipment the
Contractor undertakes the obligation to assess their condition regularly.

4.12.9 The Contractor will also establish detailed procedures, so that process and
production sequences influencing quality of the Works will be identified and
continuous monitoring of the development of the Works and the compliance thereof
with the Contract requirements and documented procedures will be ensured.

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4.12.10 The Quality Assurance Plan will provide for Inspections and Tests for each Phase of
the Works based on the quality requirements of the Contract, the applicable practice
standards, and applicable regulations. The Quality Assurance Plan will clearly and
unambiguously specify inspection points, inspection methods, the extent of the
inspection responsibility, criteria of acceptance and form of documentation.

4.12.11 The Contractor will notify the Owner immediately of any non-compliance of the Works
or any part thereof with the requirements of the Contract and he shall submit any
proposed remedial action to the Owner for approval. The Contractor will establish and
maintain documented procedures, which will be applied in case of non-conformity of
the Works or part thereof to the requirements of the Contract. These procedures shall
include:

a) Investigating the cause of non-conformity and the remedial action needed to

prevent recurrence;

b) Analyzing all processes, Works operations and quality records to detect and
eliminate potential causes of non-conformity;

c) Applying controls to ensure that remedial action is undertaken and that such
remedial action is effective;

d) Implementing and recording changes in procedures resulting from corrective

action;

e) Follow-up of remedial action in connection with detected non-conformity and

internal or external audits performed; and

f) Initiating preventive actions to deal with problems.

4.13 Document Control

4.13.1 The Contractor will control all documents and data relating to the requirements of the
Contract, in order to ensure that all documents and data are properly inserted and
maintained in the Project Archive and comply with the Contract and the applicable
Law according to the following procedure:

a) All documents shall be prepared, reviewed, and approved by the Contractor‟s

authorized personnel in respect of conformity with the requirements of the
Contract and the applicable Law;

b) On each document the following elements should be identified: (i) name and
title of creator, (ii) date, (iii) Contract Document reference, (iv) review status,
(v) whether approval is required and, if so, by whom (within the Contractor‟s
organization, Owner, competent authority etc), (vi) approval status (if
approval is required), (vii) anticipated date of finalization as per the Time for
Completion; and

c) The Contractor will authorize a person within his organization who will be
assigned with the task of controlling and certifying that all changes/revisions
to documents and data relating to the requirements of the Contract shall be
affected in compliance with the Contract.

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4.14 Project Archive

4.14.1 The Contractor shall prepare and maintain on Site, at his cost, a Project Archive,
which will include all documents and Samples necessary for the performance and
monitoring of the Works and will reflect the Works as constructed. The Project
Archive shall, at reasonable times, be made available for Inspection and use by the
Owner and by any person authorized by the Owner and shall be delivered to the
Owner upon execution of the Final Delivery Certificate. More specifically, the Project
Archive will consist of:

a) Contract and Change Orders.

b) All other documents and Samples relating to the Works.

On Commencement Date, the Owner shall provide to the Contractor one copy of all
documents referred to in the Contract. The Contractor shall be obliged to produce at
his own cost any additional copies necessary for the performance of the Works; and

The Contractor shall maintain in the Project Archive all Change Orders and other
addenda or Amendments of the Contract. To this end, the Owner shall provide to the
Contractor one copy of the above documents. The Contractor shall be obliged to
produce at his own cost any additional copies necessary for the performance of the
Works.

All work associated with Clause 4.14 [Project Archive] shall be recorded and stored
using appropriate electronic media (e.g. DVD, USB).

4.14.2 The above documents shall be maintained in good order and shall be marked in such a
manner to record changes made during performance of the Works.

4.14.3 Designs, Drawings, and other Submittals

The Contractor shall maintain full copies of the Drawings and Designs provided for in
the Contract and furnished by the Owner, any amendments thereof issued and
approved by the Owner according to Clause 7.13 [Amendment of Technical
Specifications – Not Amounting to a Change Order] of the Conditions, any Submittals,
which the Contractor is responsible for preparing according to the Contract, as well as
As-built Drawings, which the Contractor is obliged to prepare pursuant to Clause 8
[Commissioning and Tests on Provisional Delivery] of the Conditions. The Contractor is
obliged to maintain in the Project Archive record copies of all versions of the above
Drawings in AutoCAD format, Designs, and other Submittals all in electronic format
and in chronological order, as well as record copies of the finally approved
Submittals. All items must be dated and the manufacturer/origin of each item must be
clearly identified.

4.14.4 Photo Archive

The Contractor shall maintain a Photo Archive containing high resolution photographs
with suitable subtitles of the various phases of the construction period of the Works,
starting with the status of the Site prior to the Commencement of the Works until the
Provisional Delivery of the Works, in accordance with the suggestions of the Owner.
Unless, otherwise agreed between the parties, photographs shall be taken monthly

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 from fixed locations to be agreed between the Parties. The Contractor shall provide
hard and soft (digital) copies of the Photo Archive to the Owner within the number
days stipulated in the Particular Conditions.

4.14.5 Progress Reports

The Contractor shall maintain in chronological order full archive of the following
reports submitted to the Owner:

a) Activity Status Reports;

b) Percentage completion of the Works split into building phases and elements;

c) A copy of the contract schedule outlining progress to date for the various
major items of work;

d) A „look ahead‟ schedule;

e) Monthly site photographs and video showing overall progress status;

f) A daily force report listing all personnel by craft and the Work performed by
them; such report shall be submitted by the Contractor to the Owner on a
daily basis.

g) A daily Plant, Machinery and Equipment report that shows construction

facilities and Plant, Machinery and Equipment utilized on the work; such
report shall be submitted by the Contractor to the Owner on a daily basis.

h) A comparison between planned and actual personnel by craft for the work
performed by date;

i) A manpower and Equipment forecast for the number of days stipulated in the
Particular Conditions, stating office, supervisory, and manual personnel
separately; and

j) A complete list of all major Materials and Equipment to be installed and their
scheduled on site delivery dates.

k) A daily report regarding safety measures, a copy of which will be kept on Site
at all times for all responsible parties to review / adhere to; such report shall
be submitted by the Contractor to the Owner on a daily basis.

It is explicitly agreed that the Project Archive shall include all versions of the above
reports submitted to the Owner as well as the final reports approved by the Owner.

4.14.6 Quality Records

The Contractor shall maintain full archive of records to demonstrate achievement of

the required quality and effective operation of the Works. Pertinent records from
Subcontractors and Suppliers will be included. All quality records will be appropriately
indexed and filed to identify the Material or Equipment or part of the Works they
pertain to. Quality records shall indicatively include:

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 a) All documents concerning the Materials and Equipment used for the Works
(i.e. Designs/study data, prospectus and other technical information supplied
by the manufacturer, any required competent authority approvals, certificates
and Samples);

b) Documentation concerning performance and results of all Inspections and

Tests conducted throughout the performance of the Works; and

c) All Delivery Certificates and Certifications of all parts of the Works executed
either by the Owner and the Contractor or by Contractor and his
Subcontractors.

4.14.7 Personnel Records

The Contractor shall maintain records for the personnel employed by him, his
Assignees and the Subcontractors at the Works. All copies of personnel records will
be stored on Site and will contain the employees‟ working permits, other licenses to
perform the duties assigned to them and other documents evidencing the employee‟s
qualifications.

4.14.8 Correspondence File

The Contractor shall maintain a Correspondence File, containing full copies of all
correspondence exchanged with the Owner, the Owner‟s Representative, any
Subcontractors, Suppliers, Assignees, the Contractor‟s personnel, the
Subcontractors‟ personnel, other contractors working on Site, any competent
authorities and any third parties (e.g. neighbours, etc) with regard to the performance
of the Works, as well as minutes of all meetings held with the participation of the
above persons with regard to the Works. All correspondence and minutes shall be
maintained in chronological order.

Each correspondence document shall be identified by its protocol number. The

Contractor shall maintain two correspondence Registries: one for incoming
correspondence (joint Registry for electronic and non-electronic correspondence) and
one for outgoing correspondence (joint Registry for electronic and non-electronic
correspondence).

All correspondence, photos, videos, reports, documents, Submittals, Drawings,

schedules, Technical Specifications etc shall be recorded on a daily basis using
appropriate electronic media (e.g. DVD, USB).

As a result, the Correspondence File of the Project Archive shall include: (a) two
Correspondence Registries (incoming and outgoing correspondence); (b) the media
with electronic correspondence (including pdf format of non-electronic
correspondence). Each correspondence document shall be appropriately marked by
the Contractor to indicate the respective Log Number, whether it is incoming or
outgoing, the date of dispatch/delivery and the individuals within the Contractor or his
Subcontractors or Assignees to whom each correspondence document was copied.

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4.15 Right to Audit

4.15.1 The Contractor shall procure that all financial statements, reports and invoices that
the Contractor will provide to the Owner pursuant to the Contract will, in reasonable
detail, accurately and fairly reflect and describe all Works, activities, and services that
the Contractor provides to the Owner pursuant to the Contract.

4.15.2 As of the Commencement Date until the execution of the Final Delivery Certificate the
Owner, the Owner‟s Representative and any of his Assignees shall have the right to
audit the Contractor‟s documentation (all financial statements, activity reports,
invoices etc) pertaining to the performance of the Contract, regardless of the manner
or form, in which the Contractor maintains such records. The Contractor shall indicate
an appropriate place where it will allow such audit to take place.

4.15.3 In case of early termination of the Contract, the Owner and any of his Assignees shall
be entitled to audit the Contractor‟s documentation (all financial statements, activity
reports, invoice etc) pertaining to the performance of this Contract within the time
stipulated in the Particular Conditions.

4.15.4 The Owner and any of his Assignees shall treat as confidential any Material subject to
audit and shall honour such procedures, designed to preserve confidentiality, as the
Contractor may reasonably request.

4.16 Site Data

4.16.1 The Owner shall have made available to the Contractor for his information, prior to
the Commencement Date, all relevant data in the Owner‟s possession on subsurface
and hydrological conditions at the Site, including environmental and geological
aspects. The Owner shall similarly make available to the Contractor all such data
which come into the Owner‟s possession after the Commencement Date. The
Contractor shall be responsible for interpreting all such data.

4.16.2 To the extent which is practicable, the Contractor shall be deemed to have obtained
all necessary information as to risks, contingencies and other circumstances which
may influence or affect the Tender or Works. To the same extent, the Contractor shall
be deemed to have inspected and examined the Site, its surroundings, the above
data and other available information, performed any additional investigations deemed
necessary by the Contractor, including but not limited to subsurface investigations,
and to have been satisfied before submitting the Tender as to all relevant matters,
including:

a) The form and nature of the Site, including subsurface conditions;

b) The hydrological and climatic conditions;

c) The extent and nature of the Works and Goods necessary for the execution
and completion of the Works and the remedying of any Defects;

d) The Laws, procedures and labour practices of the Dominican Republic; and

e) The Contractor‟s requirements for access, accommodation, facilities,

personnel, power, transport, water, and other services.

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 f) The existing Archaeological investigation carried out within the Site
boundaries and their restrictions regarding the pace and manner of
earthworks and excavations.

4.17 Contractor’s Operations on Site

4.17.1 The Contractor shall during the execution and completion of the Works and remedy of
any Defects therein:

a) Take full responsibility for the adequacy, stability, and safety of his Site
operations and methods of construction and construct a building which is fit
for its intended purpose;

b) Have full regard for the safety of all persons entitled to be on the Site and
keep the Site and the Works in an orderly state in order to prevent any
danger to such persons and specifically to be in compliance with the
requirements of Decree 522-06 and any other relevant rule relating to the
safety and health of construction workers and

c) Take all steps required by Law and all such reasonable steps as may be
prudent or appropriate to protect the environment on and off the Site and to
avoid damage or nuisance to persons or property of the public or others
resulting from noise or other causes arising as a consequence of the
execution of the Works.

4.17.2 The Contractor shall hold harmless and indemnify the Owner in respect of all claims,
proceedings, damages, costs, charges, and expenses whatsoever arising out of, or in
relation to, any such matters as described above, insofar as the Contractor is liable
for such damages, costs etc.

4.18 Emergency Works

4.18.1 If, by reason of an emergency arising in connection with and during the execution of
the Works, any protective or remedial works shall be necessary as a matter of
urgency to prevent damage to the works or the Site or any other property, the
Contractor shall immediately carry out such Works at his cost.

4.18.2 If the Contractor is unable or unwilling to do such Works immediately, the Owner may
proceed to such Works as the Owner may consider necessary in order to prevent
damage to the Works. In such an event the Owner shall notify the Contractor in
writing of such emergency and the Works done as a result thereof, as soon as
practicable after the occurrence of any such emergency. If the Works done by the
Owner is works which the Contractor was liable to do at his own expense under the
Contract, the reasonable costs incurred by the Owner in connection therewith, shall
be reimbursed by the Contractor to the Owner or the Owner shall withhold such
amounts from outstanding payments to the Contractor under to the Contract pursuant
to Clause 10.3 [Certification] of the Conditions.

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4.19 Security Measures and Lighting

4.19.1 The Contractor shall provide and maintain at its own expense the lighting, fencing
and security measures necessary for the proper execution and the protection of the
Works or for the protection of adjacent or neighbouring properties or for the safety of
third parties and/or the public in accordance with the Contract.

4.20 Works at Night and on Holidays

4.20.1 The Contractor undertakes to comply at all times with the applicable legislation with
regard to working hours and work at night and on holidays and to obtain all necessary
permits, while furnishing copies of those to the Owner. Without prejudice to the
generality of the above provision, unless otherwise provided for in the Contract, the
Works may be carried out on Saturdays and Sundays, during the night, on Dominican
Republic public holidays or through double / extended shifts with the prior written
consent of the Owner and subject to the Contractor obtaining and bearing the costs of
all necessary permits.

4.20.2 For the avoidance of doubt it is hereby clarified that the Owner‟s consent shall not
relieve the Contractor from his obligation to obtain at his expenses and on his
responsibility all necessary permits or approvals from the competent authorities for
the performance of such Works.

4.21 Electricity

4.21.1 The Contractor shall be entitled to use, for the purposes of the Works, such supplies
of electricity and other services as may be available on the Site. The Contractor will
incur the relative consumption expenses and shall at his own cost provide any
apparatus necessary for such use.

4.22 Access for Authorized Personnel

4.22.1 The Owner will afford free and unimpeded access to all parts of the Site to persons
duly authorized by the Contractor for the purpose of performing the Works subject to
attending the Health and Safety induction, which will be conducted by the
Contractor‟s Managing Site Health & Safety Officer on Site. The Health and Safety
induction shall cover all health and safety issues contained in the Health and Safety
Plan as stated in Clause 5.5 [Health and Safety] of the Conditions. The Contractor will
ensure insofar as practicable that any such rights of access shall be used and
exercised by the relevant persons exclusively for the purpose of fulfilling their duties
and in such a manner as to cause the minimum disruption to the execution and
completion of the Works and the Project. The Contractor shall advise any such
person of the Site regulations and shall procure that they will comply therewith.

4.23 Transportation of Goods and Materials

4.23.1 The Contractor shall at his own risk and expense transport all Materials, Machinery,
Plant, Equipment, and Temporary Site Facilities to the Site by the means of transport,
which in the Contractor‟s reasonable opinion is most suitable under the
circumstances.

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4.23.2 The Contractor shall be responsible for obtaining, where necessary, all approvals
from the requisite authorities for the transportation of the Materials, Machinery, Plant,
Equipment, and Temporary Site Facilities. The Owner shall use all reasonable
endeavours to assist the Contractor in obtaining such approvals, if requested by the
Contractor.

4.23.3 The Contractor shall, at his own expense, handle all imported Materials, Machinery,
Plant, Equipment and Temporary Site Facilities at the point(s) of import and attend to
any formalities necessary for customs clearance, provided that if the applicable Law
and regulations require any application or act to be made by or in the name of the
Owner, the Owner shall take all necessary steps to comply therewith.

4.24 Site Clearance during the execution of the Works and upon Final
Delivery

4.24.1 In the course of carrying out the Works, the Contractor shall keep the Site reasonably
free from all unnecessary obstruction, and shall store or remove any surplus
Materials, clear away from the Site any wreckage, rubbish or Temporary Site

Facilities and remove any Equipment, Machinery, Plant and Materials no longer
required for the execution of the Works.

4.24.2 If a dispute arises among the Contractor, other contractors and the Owner as to the
responsibility under their respective contracts for maintaining the Site and
surrounding area free from waste Materials and rubbish, the Owner may clean up and
allocate the cost among those responsible, according to his reasonable opinion.

4.24.3 Upon the issuance of the Provisional Delivery Certificate of the Works, the Contractor
shall clear away and remove from the Site all his Equipment, Machinery, Plant,
surplus Materials, rubbish and Temporary Site Facilities of every kind, and hand over
to the Owner the Site in a clean and workmanlike condition, provided that the
Contractor shall be entitled to retain on a part of the Site indicated by the Owner until
the end of the Defects Liability Period such facilities, Materials, Equipment, Machinery
and Plant as required by the Contractor for the purpose of fulfilling his obligations
during the Defects Liability Period.

4.25 Loss or Damage to the Works

4.25.1 The Contractor shall take full responsibility for the care of the whole Works, Materials,
Machinery, Plant, Temporary Site Facilities and Equipment from the Commencement
Date until the date of execution of the Provisional Delivery Certificate, at which point
in time, the responsibility for such care shall pass to the Owner.

4.25.2 The Contractor shall, at all times, be proactive to ensure that any loss or damage is
minimised as far as possible. This is a general duty of the Contractor and all costs
associated with preventive measures / remedial works will be borne by the
Contractor.

4.25.3 If any loss or damage to the Works, or any part thereof, Materials, Machinery, Plant,
Temporary Site Facilities or Equipment is incurred during the period of the
Contractor‟s responsibility for the care thereof, from any cause whatsoever except for
events of Force Majeure or acts of the Owner or other contractors directly employed

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 by the Owner working on Site, the Contractor shall, at his own cost, independent of
and cumulatively to the fact that such damages are covered by the Insurance
provided for in accordance with the Conditions rectify such loss or damage so that the
Works, Materials, Machinery, Plant or Temporary Site Facilities or Equipment
conform in every respect to the provisions of the Contract to the satisfaction of the
Owner. The Contractor shall not be entitled to claim from the Owner indemnification
for any damage to or loss of Works, Materials, Machinery, Plant, Temporary Site
Facilities, or Equipment.

4.25.4 In the event of any such loss or damage taking place as a result of an event of Force
Majeure or acts or omissions of the Owner or other contractors directly employed by
the Owner working on Site, the Contractor shall, if and to the extent required by the
Owner rectify the loss or damage, and the Owner shall determine respective
readjustment to the Contract Price in accordance with Clause 7.10 [Change Orders]
and Clause 11.2 [Valuation of Change Orders] of the Contract and shall notify the
Contractor accordingly. In the case of a combination of risks causing loss or damage,
any such determination shall take into account the proportional responsibility of the
Contractor and the other Contractors and/or the Owner.

4.26 Third Party Damages

4.26.1 In addition to any rights or remedies the Owner may have pursuant to the applicable
Law, the Contractor shall indemnify, hold harmless and, at Owner‟s request, defend
the Owner and his officers, directors, employees and Assignees from and against any
and all liabilities, losses, claims or expenses (including reasonable attorney‟s fees),
the Owner may incur for injury to or death of persons or damage to property
(including the Owner‟s physical property), in any manner arising out of the Contract or
the Works performed under the Contract by the Contractor, regardless of whether
such liabilities arise in contract, tort or otherwise. The Contractor shall not have the
right to claim for any accidents or losses that could have been prevented by
enhanced surveillance by the Owner and the Contractor shall not have any grounds
for extension of the Time for Completion or claims for any additional money
whatsoever.

4.26.2 The Contractor agrees that he shall cause its Suppliers, Subcontractors, and
Assignees to execute an indemnification agreement in favour of the Owner in
substantially the same form as the above paragraph forthwith upon appointment of
the same and shall furnish the Owner with the indemnification agreement. Contractor
further agrees that he shall cause his Suppliers, Subcontractors, and Assignees to
assign to the Owner the benefit of any warranty or guarantee given by such Suppliers
or Subcontractors or Assignees to the Contractor.

4.26.3 The Owner shall not be liable for or in respect of any damages or compensation
payable to any employee of the Contractor or any Subcontractor or Assignee. The
Contractor shall indemnify and keep the Owner indemnified against all such damages
and compensation, and against all claims, proceedings, damages, costs, charges,
and expenses whatsoever in respect of damages or compensation to the
Contractor‟s, any Subcontractor‟s or Assignee‟s personnel or in relation thereto.

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4.27 Environmental

4.27.1 The Contractor will ensure that while performing the Works he will comply in all
respects with the provisions and requirements of the environmental permits issued by
the Ministry of Environment and Natural Resources of the Dominican Republic to the
project. Contractor agrees to indemnify the Owner and hold it harmless for any
damages suffered as a consequence of its failure to adhere to the terms of the
Environmental Permit and any related Environmental Management Plan, that may be
issued by the relevant authorities to the project, including payment or reimbursement
of any penalties imposed to the Owner by the competent authority and indemnity from
third party claims.

4.27.2 The Contractor will use the best available techniques to ensure such storage,
treatment and disposal of all waste generated during the construction, completion,
testing, and maintenance of the Works so as to minimize any pollution which may be
caused to the Environment.

4.27.3 The Contractor shall ensure throughout the duration of the Contract that he and his
personnel, Subcontractors and Assignees shall not release into the environment any
substance capable of causing pollution to the environment and that such effluents
and substances shall be rendered harmless to the environment and/or man or any
other organism.

4.27.4 The Contractor shall comply with the applicable Law in force from time to time relating
to the storage, treatment, emission, discharge, and/or disposal of any
waste/substances and/or effluents generated while performing the Works.

4.27.5 The Contractor shall ensure that he fully protects all storage tanks on Site with a
water tight protective bund that has greater capacity than the storage tanks to capture
any leaks etc.

4.27.6 Before commencement of any work, the Contractor must submit to the Owner his
method of working, Plant, Machinery and Equipment to be used and any suppression
measures to be implemented on Site.

4.27.7 Water Pollution Control

The Contractor shall carry out the Works in such a manner as to minimize adverse
impacts on the water quality during construction. In particular, the Contractor shall
arrange his method of working to minimize the effects on the water quality both within
and outside of the Site.

The Contractor shall contain within the Site all surface run off, generated from the
Works.

The Contractor shall not discharge directly into any public sewer, storm water drain,
channel, or sea, any trade effluent or foul or contaminated water.

Site offices and toilet facilities shall be directed to a foul sewer or to a sewage
treatment or disposal facility by means of pumping or other means approved by the
Owner.
The Contractor shall submit mitigation measures to the Owner for approval.

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4.27.8 Noise Control

The Contractor shall ensure that all Plant, Machinery and Equipment to be used on
Site are properly maintained and in the opinion of the Owner, in good operating
condition. Any noisy construction activities shall be sound reduced by means
silencers, mufflers, acoustic linings, shields, sheds, screens or barriers or other
means approved by the Owner, to avoid disturbance to others within the vicinity of the
Site.

The Contractor shall adopt, where necessary, the use of quiet construction
Equipment and shall employ the quietest practicable working methods when carrying
out the Works.

The Contractor shall devise, arrange methods of working and carry out the Works in
such a manner so as to minimise noise impacts on the surrounding environment, and
shall provide experienced personnel with suitable training to ensure that these
methods are implemented.

The Contractor shall submit mitigation measures to the Owner for approval.

4.27.9 Air Pollution Control

The Contractor shall ensure, at all times, the prevention of dust nuisance and smoke
as a result of his activities on Site.

The Contractor shall ensure that there will be adequate water supply / storage for
dust suppression.

The Contractor shall devise, arrange methods of working and carry out the Works in
such a manner so as to minimise the impact of dust on the surrounding environment,
and shall provide experienced personnel with suitable training to ensure that these
methods are implemented.

4.27.10 Waste Management

The Contractor shall submit a waste management plan to the Owner for approval.
The waste management plan will contain the appropriate mitigation measures
including the allocation of an area for waste segregation.

The Contractor shall minimize the generation of waste from the Site through improved
practices, careful planning, and good site management.

The Contractor shall not permit any sewage, waste water, or effluent containing sand,
cement, silt or any other dissolved Material to flow from Site onto any adjacent land,
or be disposed in an uncontrolled manner that could inflict damage to the existing
trees located on the Site and the landscaping of adjacent plots of land.

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4.28 Fossils and Antiques

4.28.1 If in the course of carrying out the Works the Contractor discovers on the Site any
fossils, antiquities, structures and/or other remains or things either of archaeological
or of particular geological interest, he shall forthwith inform the Owner and request
instructions.

4.28.2 The Contractor shall use all reasonable endeavours to ensure that his employees, his
Subcontractors and their employees do not remove or damage any such fossils or
antiquities. The Contractor shall comply with the instructions provided by the Owner
or the competent government authority in relation to the fossils or antiquities
discovered and that he shall cease and shall not carry on any Works, which may in
any way interfere with the relevant fossils or antiquities.

4.28.3 The Owner will in coordination with the competent government authority give written
instructions to the Contractor as to the manner, in which the relevant fossils or
antiques are to be dealt with. In the event that the cost of removing such fossils and
antiques according to the instructions of the competent government authority is
incurred by the Contractor, the Owner shall reimburse the relevant cost against
invoices. Any delays caused due to the discovery of such fossils and antiques will be
deemed as an Event of Force Majeure and Clause 7.5.5 (c) and Clause 17 shall
apply. The Contractor shall not be entitled to any other indemnification.

4.29 Contractor’s Warranties

4.29.1 The Contractor warrants that (i) all Works performed pursuant to the Contract shall be
performed in a good and workmanlike manner, and (ii) the Works and the product
resulting from the Works (i.e. any building, installation, facility of the Project) and each
item of Materials or Machinery and Plant supplied pursuant to the Contract shall be
new, unless otherwise provided for in the Contract, and of good quality and shall
strictly conform to the terms and conditions of the Contract and be free from Defects
in workmanship and Materials. Works not conforming to these requirements, including
substitutions not properly approved and authorized, shall be considered defective.
This warranty is not limited by the Contractor‟s obligations pursuant to Clause 4 [The
Contractor] of the Conditions.

4.29.2 The Contractor warrants that any Works performed by his Subcontractors or
Assignees shall be performed in compliance with the same standards referred to in
Clause 4.6 [Subcontractors] of the Conditions. In addition, the Contractor warrants
that, should he subcontract or assign any of his obligations under the Contract
pursuant to Clause 4.6 [Subcontractors] of the Conditions, he shall use the requisite
degree of skill and care in selecting, instructing, coordinating, and supervising such
Subcontractor.

4.29.3 The Contractor warrants that he shall comply with the relevant data protection Laws
and the provisions for professional and bank secrets and shall ensure that his
Subcontractors and employees comply with these Laws.

4.29.4 The Contractor represents that he has no conflict of interest that would compromise
the Contractor‟s ability to perform the Works.

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4.29.5 The Contractor shall ensure that all of its respective employees, Subcontractors,
agents and representatives review and comply with the standards of conduct set out
in Clause 4 [The Contractor] of the Conditions. The Contractor also agrees to comply
with, and will cause any of its respective employees, Subcontractors, agents and
representatives to comply with the Owner‟s policies and codes of business conduct,
which the Owner has notified in writing or may in the future notify in writing to the
Contractor.

4.29.6 The preceding representations and warranties are Material terms of this Agreement
and the Contractor‟s full compliance in all respects with such terms is an essential
component of the Works.

4.30 Evidence of Payments

4.30.1 Before issuing a Certificate for Payment which includes amounts payable to the
Contractor and Subcontractors, the Contractor is required to submit evidence that the
Contractor has paid and be fully compliant with all taxes, monthly social security and
Pension Fund payments in respect of all his and Subcontractor personnel . Failure to
do so will delay Interim Payments.

4.30.2 The Contractor shall pay his Subcontractors‟ and Assignee‟s invoices in a timely
fashion. The Owner shall be entitled to demand from the Contractor reasonable
evidence that payments in respect of the Works performed by such Subcontractors or
Assignees have been timely effected by the Contractor. If the Contractor fails to
provide such evidence, the Owner shall be entitled to pay such Subcontractors or
Assignees directly and to deduct by way of set-off the amount so paid from any sums
due or to become due from the Owner to the Contractor.

4.30.3 If the Contractor fails to provide evidence that all social security and Pension Fund
payments have been paid, the Owner shall be entitled, but not obligated, to pay such
payments directly and in the event the Owner decides to do so, the Owner shall be
entitled to deduct by way of set-off the amount so paid from any sums due or to
become due from the Owner to the Contractor.

4.31 Monthly Progress Reports

4.31.1 Unless otherwise stated in the Conditions, monthly progress reports shall be
prepared by the Contractor and submitted to the Owner in two hard copies and one
electronic copy. The first report shall cover the period up to the end of the first
calendar month following the Commencement Date. Reports shall be submitted
monthly thereafter, within the days stipulated in the Particular Conditions.

4.31.2 Reporting shall continue until the Contractor has completed all the Works which is
known to be outstanding at the completion date stated in the Provisional Delivery
Certificate for the Works.

4.31.3 Progress reports, required by the Contract, should include as a minimum the
documents contained in Clause 4.14.6 of these Conditions.

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5 Staff and Labour

5.1 Engagement of Staff and Labour

5.1.1 The Contactor shall make arrangements for the engagement of all staff and labour
required for the Works, local or otherwise, and for their payment, housing, feeding,
and transportation.

5.2 Persons on the Service of the Owner

5.2.1 The Contractor shall not recruit, or attempt to recruit, staff and labour from amongst
the Owner‟s personnel, its parent company and/or corporations and their owned,
controlled, associated, affiliated and subsidiary companies and/or corporations, and
its agents, consultants, servants and employees and any affiliates and vice versa.

5.3 Labour Laws

5.3.1 The Contractor shall comply with all the relevant labour Laws applicable to the
Contractor‟s personnel, including Laws relating to their employment, health, safety,
welfare, immigration, and emigration, and shall allow them all their legal rights.

5.3.2 The Contractor shall require his employees to obey all applicable Laws, including
those concerning safety at Works.

5.4 Facilities for Staff and Labour

5.4.1 Except as otherwise stated in the Technical Specifications, Drawings and Detailed
Programme, the Contractor shall provide and maintain all necessary accommodation
and welfare facilities for the Contractor‟s personnel. The Contractor shall also provide
facilities for the Owner‟s personnel as stated in the Contract.

5.4.2 The Contractor shall not permit any of the Contractor‟s personnel to maintain any
temporary or permanent living quarters with the exception of security personnel within
the Site and structures forming part of the permanent or temporary Works.

5.5 Health and Safety

5.5.1 The Contractor will establish, develop, and implement throughout the performance of
the Works a Health and Safety Plan, which shall incorporate (as a minimum) the
requirements of the Owner. The Contractor‟s Health and Safety Plan will be submitted
to the Owner for approval within the number days stipulated in the Particular
Conditions. The Owner shall review and comment on the submitted Health and
Safety Plan within the number days stipulated in the Particular Conditions. The
Contractor shall amend the proposed Health and Safety Plan according to the
Owner‟s instructions and shall procure that his personnel, Subcontractors, Assignees
and other persons having access for any reason to the Site where the Works is
carried out will comply with the Health and Safety Plan as approved.

As a minimum, the Contractor‟s Health and Safety Plan shall include:

a) The Contractor‟s health and safety policy;

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 b) The Contractor‟s health and safety organisation;

c) Health and safety roles and responsibilities;

d) Incident / accident reporting and investigations

e) Emergency procedures plan;

f) Personal protective Equipment (PPE);

g) Personnel training procedures, training materials and registers;

h) Safety meetings;

i) Owner‟s health and safety requirements;

j Site entrance procedures, site security and site signing (24hours per day / 7
days per week on site security, etc);

k) Method statements, risk assessments and safety instructions;

l) Safety Inspections and audits; and

m) Enforcing authority reports.

5.5.2 To the extent that the Health and Safety Plan does not cover a specific matter, the
Owner and the Contractor shall establish Site regulations, setting out the rules to be
observed in the execution of the Works at the Site and shall comply therewith. The
procedure for the establishment of such Site regulations is as follows: the Contractor
shall prepare and submit to the Owner proposed Site regulations, for the Owner‟s
approval, which approval shall not be unreasonably withheld.

5.5.3 With regard to the adoption of safety measures, the Contractor is obliged to proceed
with all relevant studies (structural design for scaffoldings, temporary signage for
Works etc.) and to declare to the competent authorities in writing, with a copy to the
Owner, the name of the Project Manager as well as the name of the Managing Site
Health & Safety Officer.

5.5.4 It is a pre-requisite that the Contractor and his personnel on the Site where the Works
are carried out must attend a Health and Safety induction course run by the
Contractor‟s Managing Site Health & Safety Officer prior to working on Site.

5.5.5 It is a pre-requisite that the Subcontractors, Assignees, personnel thereof or any

other person on the Site where the Works are carried out, must attend a Health and
Safety induction course run by the Contractor‟s Managing Site Health & Safety Officer
(implementing the Owner‟s requirements) prior to working on Site. The Contractor
must keep records of all attendees and issue a copy of a signed record to the Owner
after each course.

5.5.6 The Contractor shall at all times take all reasonable precautions to maintain the
health and safety of the Contractor‟s personnel. In collaboration with local health
authorities, the Contractor shall ensure that adequately manned first aid facilities are

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 available at all times at the Site and at any accommodation for Contractor‟s and
Owner‟s personnel, and that suitable arrangements are made for all necessary
welfare and hygiene requirements.

5.5.7 The Contractor shall appoint a full time Managing Site Health & Safety Officer at the
Site, responsible for maintaining safety and protection against accidents. This person
shall be qualified for this responsibility, and shall have the authority to issue
instructions and take protective measures to prevent accidents. Throughout the
execution of the Works, the Contractor shall provide whatever is required by this
person to exercise this responsibility and authority.

As a minimum the following responsibilities have been identified:

a) The Managing Site Health & Safety Officer has the ultimate responsibility on
Site for all health and safety related activities undertaken by the Contractor,
Subcontractors, and all other parties directly carrying out works on Site;

b) The Managing Site Health & Safety Officer must ensure that the Contractor
complies with all local Laws and legislations and must ensure that necessary
resources are available;

c) The Managing Site Health & Safety Officer participates in meetings, training,
Inspections, and audits, while implementing any unforeseen health and safety
requirements;

d) The Managing Site Health & Safety Officer is responsible to monitor, on a

daily basis, that compliance with the Owner‟s Requirements are met and that
all personnel carrying out works on Site are complying and behaving
according to the Laws and Owner‟s requirements;

e) The Managing Site Health & Safety Officer is responsible to monitor the
implementation of all instructions, recommendations issued by the Managing
Site Health & Safety Officer during the contract duration;

f) The Managing Site Health & Safety Officer is responsible to maintain a health
and safety archive regarding Site access passes, training, Inspections,
reports, correspondence, risk assessments, emergencies, accidents /
incidents reports and investigations, log book etc; and

g) The Managing Site Health & Safety Officer is responsible to monitor that the
Subcontractors adhere to the implementation of all health and safety
requirements.

5.5.8 The Contractor shall send to the Owner, details of any accident as soon as
practicable after its occurrence. The Contractor shall maintain records and make
reports concerning health, safety, and welfare of persons, and damage to property,
as the Owner may reasonably require.

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5.5.9 The Contractor shall take care to provide all on Site personnel with the following
health, hygiene and safety amenities as a minimum prior to commencement:

a) First aid facilities;

b) Clean drinking water;

c) Canteen and facilities for resting;

d) Sanitary and washing facilities (including showers);

e) Changing rooms and lockers;

f) Fire fighting Equipment; and

g) Site security.

5.5.10 The Contractor shall prepare a Method Statement which should provide details of
how the work will be carried out, the personnel, Equipment, Materials, Plant, and
Machinery required for the works, the potential risks to health and safety and safety
control measures.

5.5.11 The Contractor must submit all Method Statements incorporating risk assessments to
the Owner for approval within the number days stipulated in the Particular Conditions.

The Owner shall review the submission within the number days stipulated in the
Particular Conditions and provide a response stating either of the following:

a) Acceptance of the Method Statement and the Contractor can start the work;

b) Acceptance of the Method Statement with comments and the Contractor can
start the work but has to resubmit the Method Statement within three (3) days
for the Owner‟s approval; and

c) Rejection of the Method Statement and the Contractor cannot start the work.
The Contractor must resubmit the Method Statement incorporating any
comments made by the Owner. No works can be carried out until the
Contractor receives the Owners approval, with or without comments.

5.5.12 As a minimum requirement, Method Statements are required for all works below and
for any other works deemed necessary by the Owner.

a) Site Clearance / Demolition Works;

b) Earthworks, Grading, Shaping works;

c) Excavations;

d) Concrete works;

e) Lifting activities;

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 g) Works requiring traffic arrangements; and

h) Temporary Site Facilities

i) Infrastructure Works

5.5.13 The following general rules shall be adopted on Site as a minimum for all personnel
operating on Site:

a) No person shall be assigned to a job unless physically and mentally fit to the
job;

b) All personnel shall hold a valid Site Pass or a day-pass;

c) Every person on Site shall wear a safety helmet of appropriate type.

Exception to the rule applies when in offices, sanitary facilities, resting rooms;

d) Every person on Site shall wear a High Visibility Vest of appropriate type.
Exception to the rule applies when in offices, sanitary facilities, resting rooms;

e) Every person on Site shall wear safety footwear of appropriate type which
shall have toe and sole protection;

f) A safe access and egress shall be secured to all working areas, Equipment,
Plant etc;

g) All drivers and vehicular Equipment shall obey the traffic signs on Site;

h) All persons shall comply with on Site signing-in procedures as appropriate;

i) Fires for heating purposes are not allowed on Site;

j) Alcohol, narcotics or drugs is not allowed on Site;

k) Smoking is strictly forbidden on enclosed public areas on Site. There will be

designated areas for smoking;

l) Smoking is strictly forbidden in or near forest areas during period January –

April and during dry days;
m) No person shall work unless dressed with suitable clothes. Loose clothes,
shorts, or naked upper body is not allowed;

n) No entry into confined space is allowed other than according to a valid permit
to work;

o) No works in confined places is allowed unless a valid permit to work in place;

p) No person is allowed to relocate, remove, modify, damage, and destroy any

safety sign or safety Equipment;

q) All personnel are obliged to report any unsafe condition and seek assistance if
they cannot put in right themselves;

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 r) Site shall remain clean. Any waste shall be disposed at the bins provided;

s) No works shall be undertaken unless suitable lighting is provided;

t) Only authorized personnel shall operate Site Equipment;

u) Only qualified personnel and licensed as appropriate according to the

Dominican Republic legislation undertake works such welding, cutting, power
tools, refuelling, maintenance, scaffold erection, explosives, LPG‟s, work at
heights, work in confined spaces or works of high risk if not specific skills,
experience or license is obtained;

v) All groups/teams, trades work under the continuous supervision of a foreman;

w) Only electrical apparatus and Equipment in perfect condition and of approved

standards (CE marked) are allowed on Site;

x) Damaged tools, Equipment, cabling etc are to be removed from Site and
replaced;

y) All openings are fully barricaded; and

z) Floors and grounds remain clean and clear of Equipment, cables, Materials
etc.

5.5.14 The following general rules shall be adopted on Site as a minimum for all Equipment
and Plant operating on Site:

a) All moving Plant and Site Equipment on Site used by Contractor and his
Subcontractors should be legally licensed and insured (and where is legally
required to have appropriate registration plates), in good working order and
have a valid and updated maintenance log book. Before entering the Site all
the above will be checked by the Managing Site Health & Safety Officer and
the Owner, along with the driver‟s/operator‟s licence. In case of non
conformance Site access will be prohibited;

b) Every operator should have the appropriate licence or should be recorded as

a trainee, in which case they should be supervised at all times by a licensed
operator;

c) In case the Contractor and his Subcontractors use lifting Equipment, these
should have a valid registration in accordance with Dominican Republic Law.
This should be presented, along with the rest of the documents specified
above, to the Managing Site Health & Safety Officer and the Owner before
entering the Site. This covers all lifting Equipments including trucks with an
integrated lift kit. Especially in this case and under certain conditions (small
loads, supervision, etc.) the Managing Site Health & Safety Officer can grant
permission for the driver to operate the lifting Equipment for loading and
unloading the truck;

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 d) All Contractors‟ moving Plant, Machinery, and Equipment and personnel
vehicles should follow the routes identified by the latest revision of the Health
and Safety Plan.

e) Within the number of days stipulated within the Particular Conditions, the
Contractor shall inform the Owner prior to bringing any Plant, Machinery, or
Equipment onto Site

f) The Contractor is informed that as a general rule Plant and Equipment will
not be allowed to be maintained and refuelled on Site. Equipment that is not
possible or practical to move will be allowed refuelling on Site by proper fuel
trucks only after written permission from the Owner and only if a Method
Statement, risk assessment and procedure is in place; and

g) All moving Equipment shall have an audiovisual reverse alarm. If it is not

working, Equipment shall be parked until it is fixed or replaced.

5.5.15 In case of breach of the safety measures provided for in the Health and Safety Plan
or adopted pursuant to Clause 5.5 [Health and Safety] by the Contractor, his
personnel, Subcontractors, Assignees, personnel thereof or any other person on the
part of the Site where the Works are carried out, the Owner reserves the right to
impose the penalties stated for in the Particular Conditions and the Contractor will be
liable for any other damage incurred by the Owner due to the breach of the
aforementioned safety measures. Any penalties incurred will be deducted from the
monthly Interim Payments.

5.5.16 Any delays caused due to the breach of Health & Safety shall not entitle the
Contractor to claim for any extension of time.

6 Machinery, Plant, Materials, and Workmanship

6.1 Manner of Execution

6.1.1 The Contractor shall carry out the manufacture of Machinery, Plant, the production
and manufacture of Materials, and all other execution of the Works:

a) In the manner (if any) specified in the Contract;

b) In a proper workmanlike and careful manner, in accordance with recognised

good practice; and

c) With properly equipped facilities and non-hazardous Materials, except as

otherwise specified in the Contract.

6.1.2 Unless otherwise specified in the Contract, Materials shall be fit for their intended
purposes and be of reasonably satisfactory quality.

6.1.3 The Contractor shall be deemed to have checked and accepted the Drawings,
Designs, Technical Specifications, Bills of Quantities and all other documents and
data presented by or on behalf of the Owner, ensured that they were adequate to
ensure the safe and satisfactory operation of the completed Works, identified any
errors in, omissions from, or inconsistencies between the various Drawings, Technical

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 Specifications, quantities and any other document and data comprised in the
Contract, and made due financial allowances for the same prior to submitting his
Tender.

6.1.4 Notwithstanding any other provision of the Contract, an instruction issued by the
Owner in order to rectify or remove an error, inconsistency, ambiguity or discrepancy in
any of the Drawings, Designs, Technical Specifications, quantities or any other
document or data prepared or presented by or on behalf of the Owner or the
Contractor, shall be deemed not to be a Change Order and shall not entitle the
Contractor to claim any adjustment of the Contract Price or to claim any extension of
the Time for Completion unless the instruction would result in a change in the basic
Technical Specifications required by the Owner.

6.1.5 The Contractor shall notify the Owner in writing of his views regarding the soundness
and validity of the Designs, Technical Specifications and other data presented by or
on behalf of the Owner.

6.2 Equipment and Materials

6.2.1 Prior to the ordering of Materials and/or Equipment, the Contractor must submit to the
Owner for approval within the number of days stipulated within the Particular
Conditions, the following:

a) A list of the above Equipment and/or Materials, accompanied by relevant

design/study data, allowing the identification of the properties thereof and the
standards, in conformity to which these will be manufactured; (Contractor
should maintain site records of all deliveries to Site and a summary should be
included within the monthly progress report);

b) A prospectus and other technical information supplied by the manufacturer of

the Materials and/or Equipment;

c) Any required public authority approval for the Materials and/or Equipment,
which the Contractor shall be responsible to obtain at no additional cost to the
Owner;

d) Appropriate certificates issued by an officially recognized laboratory or

accreditation organization in the Dominican Republic or abroad, attesting to
the conformity of the respective Equipment and/or Materials to the respective
Technical Specifications, standards or an ISO certificate covering the
manufacturer of the Equipment and/or Materials for the specific production
series and in accordance with the Technical Specifications or standard; and

e) Samples of the Equipment and/or Materials, if submission of a Sample is

required according to the Contract or is required by the Owner.

6.2.2 The Contractor must only use, in the Works, Materials, and/or Equipment that are in
accordance with the Contract. In exceptional cases, the Contractor may propose
substitute Materials and/or Equipment only if there is a cost or time saving to the
Owner, and the respective substitute Material or Equipment proposed is of higher or
equal quality to that specified. If the Contractor wishes to propose a substitution, the
Contractor must submit to the Owner, along with the documentation listed under

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 Clause 6 [Machinery, Plant, Materials and Workmanship] of the Conditions, (a)
appropriate documentation adequately justifying the proposed substitution, (b)
appropriate documentation stating any deviations from the Contract and any other
changes required due to the use and proper installation of the proposed substitute
Materials and/or Equipment, (c) a table comparing the proposed Material or
Equipment to that specified in the Contract, and (d) a statement duly signed by the
Contractor that the substitution of the original Material or Equipment shall not result
into increase of the cost of the Material or Equipment or delay in the Works. In any
event, the Contractor is entitled to proceed to the substitution of Materials and/or
Equipment only upon the Owner‟s prior written approval, as per Clause 2.3 [Owner‟s
Consents] of the Conditions.

6.2.3 Any Materials and/or Equipment, as well as any substitute Materials and/or
Equipment, shall be approved by the Owner pursuant to the procedure described
under Clause 7.16 [Submittals] with regard to the approval of Submittals.

6.2.4 All Contractor‟s Equipment, Temporary Site Facilities, Machinery, Plant and Materials
provided by the Contractor shall, when brought on the Site, be deemed to be
exclusively intended for the execution of the Works and the Contractor shall not
remove the same or any part thereof, from the Site if such removal impacts upon the
progress of the Works and the Time for Completion until such Equipment etc is no
longer required for the execution of the Works or until termination of the Contract.
Such consent shall not be required for vehicles engaged in transporting any
personnel, Equipment, Temporary Site Facilities, Machinery, Plant, or Materials to or
from the Site.

6.2.5 The Contractor shall not enter into any subcontract for the execution of any part of the
Works without incorporating into such subcontract (by reference or otherwise) the
provisions of Clause 6.2 [Equipment and Materials] of the Conditions in relation to the
Equipment, Temporary Site Facilities and Materials brought on to the Site by the
Subcontractors.

6.2.6 The Contractor shall be fully responsible for storage and surveillance of any
Equipment, Temporary Site Facilities, Materials, Machinery, and Plant he will bring on
the Site.

6.3 Inspections, Tests, and Measurements

6.3.1 The Contractor shall perform on his own responsibility, and at his own expenses, all
Tests, Inspections and measurements of the Works or parts thereof as provided for in
the Contract and the Quality Assurance Plan or required by the applicable Law or
applicable regulations or competent authorities‟ requirements or recommended by
manufacturers of Equipment and Materials incorporated into the Works. To this end,
the Contractor shall prepare at his own expenses, and submit to the Owner for
approval, a Testing Manual within the number of days stipulated within the Particular
Conditions. Such Tests shall be conducted according to the Owner‟s instructions
either on Site or by independent testing laboratories or by competent public
authorities or by other entities, which shall possess appropriate and experienced
personnel and Equipment suitable for such purpose. The Contractor shall give the
Owner notice to attend Tests, within the number of days stipulated within the
Particular Conditions. If the Owner does not attend the Tests, at the time and place
agreed and as per the notice, the Contractor may proceed with the Tests (unless

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 otherwise instructed by the Owner), which shall then be deemed to have been made
in the Owner‟s presence. The Contractor shall be responsible for making all
necessary arrangements and shall bear all related costs.

6.3.2 The Owner shall, at all reasonable times during performance of the Works (on Site
and elsewhere), be entitled to examine, inspect, measure, and test Materials,
Equipment and workmanship, and to check the progress of the Works and the quality
thereof. The Contractor shall give the Owner and his authorized persons the
opportunity to carry out these activities, including providing access, facilities,
permissions, and safety Equipment. However, no such activity, on the part of the
Owner, shall relieve the Contractor from any obligation or responsibility under the
Contract and the applicable Law.

6.3.3 In case of parts of the Works which will be subsequently covered up/put out of sight
or in case of special processes, the results of which cannot be fully verified by
subsequent Inspection and testing, the Contractor shall give the Owner notice to
inspect and test such part of the Works, within the number of days stipulated within
the Particular Conditions. If such Works is covered up/put out of sight without the
Owner‟s prior notification, then that part of the Works must, upon the Owner‟s written
request, be uncovered for his observation and be replaced at the Contractor‟s
expense or such Works/process must be repeated without change in the Detailed
Programme and Contract Price.

6.3.4 The Contractor shall provide all apparatus, assistance, documents and other
information, electricity, Equipment, fuel, consumables, instruments, Materials, and
suitably qualified and experienced staff, as are necessary to carry out all necessary
Tests and Inspections so that it is verified that the Works or any part thereof complies
with the Contract.

6.3.5 The Owner may require repetition of the Tests, under the same terms and conditions,
or vary the location or details of the Tests or require additional Tests. If these
repeated or varied Tests or additional Tests show that the tested Works or part
thereof is not in compliance with the Contract, the cost of carrying out these repeated
or varied or additional Tests shall be borne by the Contractor. If the Contractor
refuses to perform such Tests, then they may be performed by the Owner or by third
persons on his behalf, at the expense of the Contractor, the Owner being entitled to
withhold the respective amount from payment due or to become due to the Contractor
pursuant to Clause 10.3 [Certification] of the Conditions. If these repeated or varied
or additional Tests show that the tested Works or part thereof is in compliance with
the Contract, the cost of carrying out these repeated or varied or additional Tests
shall be borne by the Owner.

6.3.6 The Contractor shall promptly forward to the Owner duly certified Inspection
Certificates and Reports on Test Results and any Reports on any additional or varied
Tests required by the Owner. Performance of Tests and Inspections, as above, in no
way relieves the Contractor of the responsibility for full, complete, and workmanlike
execution of the Works in accordance with the provisions of the entire Contract, for
which the Contractor is exclusively and fully responsible.

6.3.7 It may be necessary, at times, to temporarily interrupt portions of the Works in order
that the Owner may make measurements or surveys without impacting on the Works.
At any time, upon request of the Owner, the Contractor shall interrupt the Works to

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 such extent as may be necessary for this purpose. No extension of Time for
Completion will be made due to the above interruptions.

6.4 Control of Defective Works – Unsuitability of Materials – Defects –

Remedial Works

6.4.1 If, during performance of the Works, the Owner considers that the Materials or
Equipment to be used do not meet the Contract requirements or the Technical
Specifications or after visual inspection they are deemed by the Owner to be
generally unsuitable for the Works, the Owner has the right to instruct the Contractor
not to use such Materials or Equipment. Should the Contractor disagree, then the
Materials and Equipment are not to be used until their suitability is evaluated in
accordance with additional Tests pursuant to the procedure under Clause 6.3
[Inspections, Tests, and Measurements] of the Conditions. The performance of such
Tests does not constitute grounds for extension of the Time for Completion.

If these repeated additional Tests show that the tested Works or part thereof is in
compliance with the Contract, the cost of carrying out these additional Tests shall be
borne by the Owner.

If the reason for rejection is due to the Materials or Equipment been visually
unsuitable, this cost with be borne by the Contractor.

6.4.2 If, as a result of an Inspection, measurement or testing conducted pursuant to the

Contract until Final Delivery of the Works, the Owner finds that the Works or any part
thereof is defective or otherwise not in accordance with the Contract, the Owner may
within the number of days stipulated within the Particular Conditions notify the
Contractor in writing of the Defects detected, and exercise the rights conferred on him
by virtue of Clause 13 [Termination] of the Conditions.

6.4.3 Defective parts of the Works shall not be included in the Certifications, made by the
Owner, for Payments to the Contractor.

6.4.4 Owner will perform Inspections in such a manner so as not to delay the Works
unreasonably, and the Contractor shall perform its Works in such a manner so as not
to delay Inspection unreasonably.

7 Execution of the Works

7.1 Commencement of the Works

7.1.1 The Contractor shall perform and complete the relevant Phases of the Works (if any)
and the whole of the Works according to the Detailed Programme or such extension
as may be provided according to Clause 7.5 [Delays and Extension of Deadlines] of
the Conditions.

7.1.2 The Contractor shall commence the Works on the date defined as the
Commencement Date in the Particular Conditions. Thereafter the Contractor shall
proceed with the Works with due expedition and without delay in accordance with the
Time for Completion in accordance with the Time for Completion Date defined within
the Particular Conditions.

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7.1.3 Subject to any special provision of the Contract or the appendices with regard to the
order in which the Works shall be performed, on Commencement Date the Owner
shall provide to the Contractor access to and possession of the Site to the extent
necessary to enable the Contractor to commence the Works in accordance with the
Contract. The Owner will from time to time, according to the progress of the Works,
grant to the Contractor access to and possession of such further areas of the Site as
may be required to enable the Contractor to proceed with the performance of the
Works according to the Detailed Programme.

7.1.4 If any delay is caused and/or any costs are incurred by the Contractor due to the
Owner‟s failure to provide to the Contractor access to or possession of the Site
necessary for the performance of the Works, the Parties shall, upon the Contractor‟s
relevant request, agree on any extension of the Time for Completion according to the
procedure described in Clause 7.5 [Delays and Extension of Deadlines] of the
Conditions and on the amount of such costs, which the Owner shall reimburse to the
Contractor.

7.2 Time for Completion

The Contractor shall complete the whole of the Works, and each Phase (if any),
within the Time for Completion for the Works or section or Phase of the Works (as the
case may be), including:

a) Achieving the passing of the Tests on Completion; and

b) Completing all Works which is stated in the Contract as being required for the
Works or section of the Works to be considered complete, for the purposes of
Provisional Delivery of the Works under Clause 8 [Commissioning and Tests
on Provisional Delivery] of the Conditions.

7.3 Detailed Programme

7.3.1 Within the number of days stipulated within the Particular Conditions, the Contractor
shall prepare and submit in printed and electronic form (in MS Project) to the Owner
for his approval (such approval not to be unreasonably withheld) a draft Detailed
Programme complying with the Time for Completion. The draft Detailed Programme
shall include a detailed breakdown of the Works in a logical and orderly sequence.
The level of analysis and Works breakdown structure of the Detailed Programme
shall be determined to the satisfaction of the Owner in order to enable progress
monitoring during construction. The Detailed Programme shall set out in such manner
as the Owner may reasonably require the sequence in which, and date(s) by which,
the Contractor proposes to perform his obligations under the Contact and the date, by
which the Contractor reasonably requires that the Owner should have provided any
further information or taken any other action required under the Contract to permit the
Contractor to perform his obligations. The draft Detailed Programme will include
adequate float between critical activities for the purpose of mitigating the effect of any
delays suffered in the course of the Works regardless of the cause of and
responsibility for such delays with the exception of Force Majeure. If the Detailed
Programme so submitted by the Contractor complies with the Time for Completion
and is otherwise reasonable, the Owner shall approve it. If the Detailed Programme
does not comply with the Time for Completion, the Contractor will resubmit until the

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 Owner approves the Detailed Programme. The Contractor shall also submit further
programme information and schedules to the Owner as required by the Detailed
Programme or by the Owner.

7.3.2 The Contractor shall submit a detailed fabrication and construction schedule based
on critical path analysis of construction activities and sequence of operations needed
for the orderly performance and completion of any separable parts of the Works in
accordance with the Contract. The construction schedule shall be complete in all
respects, covering activities at the Site, offsite activities such as design, fabrication,
procurement, and on site delivery of Contractor-furnished Equipment, and the
scheduled jobsite delivery of Equipment to be furnished by the Owner, if any.

7.3.3 If at any time the Contractor‟s performance of the Works falls behind the Detailed
Programme time between critical activities approved by the Owner but not the Time
for Completion, or it becomes clear that it will so fall behind, then the Owner may
require the Contractor to revise such Detailed Programme and to re-submit it to him
for his approval (such approval not to be unreasonably withheld). If the Owner
approves any such revised Detailed Programme, this revised Detailed Programme
shall thereafter constitute the approved Detailed Programme; otherwise the
Contractor shall be obliged to comply with the initial Detailed Programme. Neither the
submission of a revised Detailed Programme, nor the approval thereof by the Owner,
shall relieve the Contractor from any of his obligations under the Contract with regard
to compliance with the Time for Completion.

7.3.4 The Contractor shall cooperate with the Owner in scheduling and performing the
Works to avoid conflict, delay, or interference with the Works of other contractors or
the construction or operations of the Owner‟s own forces.

7.3.5 The Contractor shall furnish sufficient forces, construction Machinery, Plant, and
Equipment, to assure the prosecution of the Works in accordance with the Detailed
Programme.
7.3.6 Failure by the Contractor to submit the Detailed Programme, in accordance with the
Contract, will result in the delay of Interim Payments.

7.4 Monitoring Compliance with the Detailed Programme

7.4.1 The Contractor is obliged to monitor, daily, all progress information in order to update
the Detailed Programme and the Time for Completion.

7.4.2 Within the number of days stipulated within the Particular Conditions, the Contractor
shall prepare and submit to the Owner in printed and electronic form:

a) An Activity Status Report of form and content as per the provisions of the
Contract consisting of the previous Detailed Programme approved by the
Owner with appropriate entries (i) to show actual progress of the Works in
comparison to the projected progress, (ii) to identify and date activities started
and those completed during the previous period, (iii) to show the estimated
time required to complete each activity commenced but not yet completed,
(iv) to show the percentage of activities of the Works that have been
completed and (v) to indicate if any activities are behind the Detailed
Programme and to set out the reasons for such delays. The Owner shall

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 confirm the Activity Status Report by the Contractor, and shall check that the
Works is in compliance with the Contract; and

b) A revised (updated) Detailed Programme including the following minimum

information: (i) projected progress of the Works on the basis of the actual
progress of Works as per the Activity Status Report submitted on the same
date; (ii) any agreed changes in activity sequencing or activity durations; (iii)
the effect on the Detailed Programme and the Time for Completion of any
delays that have occurred or anticipated delays; (iv) all Change Orders
issued according to Clause 7.10 [Change Orders] of the Conditions described
as additional activities logically linked to the original activities with a note as
to the effect (if any) on the original activities; (v) changes to activity sequence
and activity duration for the purpose of regaining lost time or improving
progress; (vi) changes to the Time for Completion of the Works approved by
the Owner since the last revision of the Detailed Programme, (vii) any action
(documents, instructions etc) needed on the part of the Owner, without which
the Works will be delayed or disrupted, and the deadline within which such
action needs to be completed.

7.4.3 The Detailed Programme shall, at all times, accurately reflect the manner, in which
the Contractor intends to proceed with the Works and shall incorporate the impact of
all delays and Change Orders, as soon as these factors can be defined. All changes
made to the Detailed Programme shall be subject to approval by the Owner, prior to
inclusion in the Time for Completion. The Owner may reject the revised Detailed
Programme if it deviates from the Time for Completion or if in the Owner‟s reasonable
opinion, it adversely affects the Project or the Works of other contractors.

7.4.4 In case of rejection of the revised Detailed Programme, the Contractor will be obliged to
amend the revised Detailed Programme according to the Owner‟s instructions.

7.4.5 In case the Contractor fails to submit timely each month the Activity Status Report
and the revised Detailed Programme, monthly payments will be withheld.

7.5 Delays and Extension of Deadlines

7.5.1 If at any time the Owner detects any delays in any Phase or element of the Works,
irrespective of the cause(s) of the delay with the exception of Force Majeure, the
Contractor shall take, subject to the consent of the Owner, and at no additional cost
to the Owner, all necessary recovery action. To this end, upon relevant written notice
by the Owner, the Contractor shall promptly submit to the Owner a draft Recovery
Schedule with proposed recovery action and all supportive documentation, required
by the Owner, to assess the effectiveness of the proposed recovery action. Such
recovery action shall indicatively include:

a) increase of manpower as necessary to recover delays;

b) increase of working hours per shift per working day or increase of number of
working days per week or increase of construction Equipment, or any
combination of the foregoing to sufficiently recover delays; and

c) rescheduling of activities to achieve maximum productivity and recover

delays.

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7.5.2 The Owner shall review and comment on the draft Recovery Schedule within the
number of days stipulated within the Particular Conditions. The Contractor shall
submit to the Owner the final Recovery Schedule for approval within the number of
days stipulated within the Particular Conditions of receipt of the Owner‟s comments
on the draft Recovery Schedule. The Contractor must immediately comply with the
final Recovery Schedule approved by the Owner and he must incorporate it in the
subsequent revised Detailed Programme he will submit to the Owner pursuant to
Clause 7.4 [Monitoring Compliance with the Detailed Programme] of the Conditions.

7.5.3 Clause 7.5 [Delays and Extension to Deadlines] does not preclude payment of
compensation by the Contractor to the Owner or the imposition of Penalties and
Liquidated Damages on the Contractor in accordance with Clause 7.6 [Penalties and
Liquidated Damages] of the Conditions.

7.5.4 The Contractor shall only work during days and hours permitted as per the applicable
Law. If as a result of any Recovery Schedule agreed by the Parties according to
Clause 7.5 [Delays and Extension to Deadlines] of the Conditions, the Contractor is
required to perform night works or work overtime or work during public holidays, he
shall procure at his cost and responsibility, any and all necessary permits and other
authorizations from the appropriate authorities and shall provide the Owner with
copies thereof. In all cases where night works is performed, the Contractor is under
obligation to provide at his own cost and responsibility additional safety measures
and adequate lighting for facilitating activities and for ensuring the safety of his
personnel and of all third parties, as well as appropriate means allowing proper
placement and Inspection of Materials and effective execution of Works in all
respects, and to observe the applicable Law and all regulations concerning such
Works.

7.5.5 The deadlines provided for in the Time for Completion and the Detailed Programme
may be extended only in the following cases:

a) Approved Change Orders issued by the Owner pursuant to Clause 7.10

[Change Orders] of the Conditions;

b) General National Strikes that last more than the number of days stipulated
within the Particular Conditions;

c) Events of Force Majeure, deterring the Contractor or any Subcontractors

thereof from proceeding with the Works for more than the number of days
stipulated within the Particular Conditions;

d) Severe damage to the Works caused by events of Force Majeure or

attributed to the responsibility of the Owner or third parties not employed or in
any way related to the Contractor that results into the need to replace at least
the percentage stipulated within the Particular Conditions;

e) Orders issued by the Owner or any competent authority to suspend or cease

the Works or all Works on Site for reasons not attributed to the Contractor‟s
responsibility; and

f) The Owner‟s failure to comply with the deadlines set out in the Detailed

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 Programme (as revised pursuant to Clause 7.4 [Monitoring Compliance with
Detailed Programme] of the Conditions) for any actions required on the part
of the Owner for the progress of the Works.

7.5.6 In the cases enumerated in Clause 7.5 [Delays and Extension to Deadlines] of the
Conditions, the Contractor shall be entitled to an extension of the deadlines of the
Time for Completion and the Detailed Programme, which:

a) Shall not exceed the duration of event that caused the delay (cases under
Clauses 7.5.5 (b), (c), (e), and (f)) of the Conditions; and,

b) The cases under Clauses 7.5.5 (a) and (d) of the Conditions shall be
determined by the Owner on the basis of the assessment of the Works
required or the damages actually incurred as the case may be.

7.5.7 Extension pursuant to Clauses 7.5.5 and 7.5.6 of the Conditions shall be granted by
the Owner pursuant to the following procedure: Upon the occurrence of any of the
events enumerated in Clause 7.5.5, the Contractor shall notify the Owner in writing.
Within the number of days stipulated within the Particular Conditions, the Contractor
shall submit to the Owner a written request, to which all relevant documentation
regarding the cause, duration and the impact of the delay suffered shall be attached.
As of the written approval of such extension by the Owner, the Time for Completion
and the Detailed Programme shall be revised accordingly and signed by both Parties.
The Contractor‟s request may be denied if sufficient documentation is not provided to
the Owner, or if there isn‟t sufficient evidence of the occurrence of the events
enumerated in Clause 7.5.5 above. The Owner may accept the request in principle
but grant a different extension of deadlines than the one requested, however within
the limits set out in Clause 7.5.6 above. The Owner shall notify his decision, as to the
duration of the extension, to the Contractor, in writing.

7.5.8 In the cases where an event enumerated in Clause 7.5.5 has a continuing effect such
that it is not practicable for the Contractor to submit detailed particulars within the
period referred to in Clause 7.5.7, he shall nevertheless be entitled to an extension of
time provided that he has submitted to the Owner interim particulars at intervals of not
more than the number of days stipulated within the Particular Conditions. Upon
receipt of such interim particulars, the Owner shall, without undue delay, make an
interim determination of extension of deadlines and, upon receipt of the final
particulars and final request for extension, the Owner shall review all the
circumstances and shall determine an overall extension of deadlines due to the delay
caused by the event on the basis of the limits set out in Clause 7.5.6 above. In both
such cases, the Owner shall make his determination after due consultation with the
Contractor, and shall notify the Contractor of the determination. In case of
disagreement between the Parties, the matter shall be referred to expert
determination according to Clause 20 [Claims, Disputes, and Jurisdiction] of the
Conditions.

7.6 Penalties and Liquidated Damages

7.6.1 If the Contractor does not complete the Works, or any designated part thereof, within
the deadlines provided for in the Time for Completion, or the Detailed Programme, or
any Recovery Schedule approved by the Owner, due to any reason or cause, with the
exception of those justifying an extension as per Clause 7.5.5, the Owner shall

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 impose the following Penalties and Liquidated Damages on the Contractor:

a) For each day of delay following each deadline of completion of each Phase of
Works as defined in the Time for Completion and the Detailed Programme as
revised from time to time, Penalties amounting to those stipulated in the
Particular Conditions for the delayed Works or item shall be imposed for each
day of delay or part thereof; and

b) For each day of delay beyond the Deadline for Completion of the Works as
defined in the Contract, Penalties amounting to those stipulated in the
Particular Conditions shall be imposed for each day of delay or part thereof
up to a maximum of the percentage stipulated within the Particular
Conditions. If the delay exceeds the maximum amount of Penalties, the
Owner reserves the right to impose Liquidated Damages at the rate stipulated
in the Particular Conditions and terminate the Contract, pursuant to Clause
13 [Termination] of the Conditions. Non-exercise of the right to terminate the
Contract does not affect or impede or revoke the consequences of the
imposition of Penalties or Liquidated Damages.

7.6.2 The amount of the Penalties or Liquidated Damages imposed on the Contractor
pursuant to Clause 7.6.1 shall be withheld from any amounts due or to become due
to the Contractor by the Owner.

7.6.3 In the event that any delay in respect of any Deadline for Completion of the Works of
for any Phase of the Works does not affect the progress of the entire Works and,
therefore, despite such delays in respect of any Phase of the Works, the Contractor
delivers the overall Works within the prescribed Time for Completion, the Penalties or
Liquidated Damages imposed for the delay of completion of any Phase of the Works
will be deemed not to have been imposed, will not be charged to the Contractor and
any amount withheld will be returned to him upon the settlement of the Final
Statement. The present paragraph shall not apply to delays to phases of the Works
the timely completion of which is marked as “critical” in the Detailed Programme
and/or Time for Completion.

7.6.4 In the event of termination of the Contract due to delays, the Owner besides
withholding the amounts of all Penalties or Liquidated Damages imposed from any
amounts due to the Contractor for Works performed prior to the termination, shall also
be entitled to set-off his claim against any claims the Contractor may exercise at the
time of termination and/or seek satisfaction of his claim through forfeiture of the
Performance Bond.

7.6.5 Submission of the Contractor‟s Tender in response to the Request for Proposal, and
execution of the Contract on the part of the Contractor, constitutes full and
unreserved acceptance and acknowledgement by the Contractor that the Penalties or
Liquidated Damages specified as above and the method of calculation thereof are
reasonable and fair, and correspond to the damage to be sustained by the Owner as a
result of the delays in the execution of the Works. Moreover, execution of the
Contract also constitutes explicit and irrevocable statement by the Contractor, that
any subsequent dispute on his part of the amount and method of calculation of the
Penalties or Liquidated Damages shall be unfounded, considering that such Penalties
or Liquidated Damages do not exceed the measure appropriate for the specific
circumstances, and that he explicitly and irrevocably waives all rights to claim

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 reduction of the above Penalties or Liquidated Damages for any reason whatsoever.

7.6.6 In all cases, imposing the above Penalties or Liquidated Damages shall be in addition to
the liability of the Contractor for full and complete restitution of any direct or indirect
damage that the Owner may have sustained as a result of the Contractor not
complying with the Time for Completion, and the Detailed Programme as revised from
time to time, and not delivering the Works within the prescribed time.

7.7 Suspension of Works by the Owner

7.7.1 Upon issue of a written “Suspension Notice” by the Owner within the number of days
stipulated in the Particular Conditions the Contractor shall suspend and cause its
Subcontractors to suspend all or any part of the Works for such time as per the
Owner‟s instructions. The Owner shall not be liable for the cost of any unauthorized
Works performed by the Contractor during any period of suspension, and upon
receipt of the Owner‟s Suspension Notice, the Contractor shall not place further
orders or enter into further subcontracts relating to the suspended Works. Thereafter,
the Contractor shall resume full performance of the Works only when directed to do
so by written notice from the Owner (“Notice for Resumption of Works”).

7.7.2 The Contractor shall, upon receipt of a written Notice for Resumption of Works, under
Clause 7.7.1 of the Conditions, resume performance within the deadline prescribed in
the Owner‟s written Notice for Resumption of Works. In any case, the deadline for
resumption of Works shall not be less than the number of days stipulated within the
Particular Conditions. Unless such suspension was due to any act or default on the
part of the Contractor or his Subcontractors, the target dates of the Time for
Completion and the Detailed Programme shall be revised to take into consideration
the duration of the suspension of the Works.

7.8 Administration of the Works

7.8.1 The Owner shall administer the present Contract. Notwithstanding the above the
Parties shall cooperate closely for the timely and proper completion of the Works.

7.9 Site Meetings

7.9.1 Whenever invited by the Owner, and at least on a weekly basis, the Contractor will
attend meetings on Site. Such meetings will aim at:

a) Monitoring the progress of the Works;

b) Coordinating the activities of the other contractors and of the Owner‟s own
forces with the Works of the Contractor;

c) Reviewing the arrangements necessary for carrying out Tests and

Inspections of Materials and Equipment and Inspections on Completion of
each Phase, as well as Inspections on Completion of the Works pursuant to
the Contract and the Detailed Programme and/or Time for Completion;

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 d) In the event of the detection of Defects during testing or Inspections,
reviewing the Deficiency List issued by the Owner, reviewing the method of
correction of the Defects and coordinating the corrections of the Defects
within the time period set by the Owner; and

e) Discussing any other matter, for which the Owner calls the meeting.

7.10 Change Orders

7.10.1 The Owner may, at any time after the execution of the Contract, issue a written
Change Order in accordance with the Contract, authorizing an addition, omission or
substitution or other revision of any part of the Works, and/or an amendment in the
method or manner of performance of the Works, and/or the alteration of the type or
quality standard of any of the Materials or Equipment to be used in the Works, and/or
the removal from the Site of any Works executed or Materials or goods brought into
the Site by the Contractor for the purposes of the Works (other than Works, Materials
or goods which are not in accordance with the Contract). All necessary Drawings,
Technical Specifications, and other requisite documents shall be attached to the
Change Order and shall constitute an integral part thereof.

7.10.2 The Contractor shall be obliged to perform the Works as amended by the Change
Order only when it has received a Notice from the Owner entitled “CHANGE
ORDER”, explicitly instructing the Contractor to do so. The Contractor shall be
obliged to perform the Works as amended by the Change Order as soon as he has
received a Notice pursuant to the present paragraph, irrespective of whether the
Parties have come to an agreement on the adjustment to the Time for Completion or
the Contract Price pursuant to the following provisions.

7.10.3 The Contractor shall execute and be bound by each Change Order, unless the
Contractor gives notice to the Owner, within the number of days stipulated within the
Particular Conditions, stating (with supporting particulars) that the Contractor cannot
readily obtain the Goods required for the Change Order. Upon receiving this notice,
the Owner shall cancel, confirm, or vary the instruction.

Each Change Order may include:

a) Changes to the quantities of any item of Works included in the Contract;

b) Changes to the quality and other characteristics of any item of Works;

c) Changes to the levels, positions, and/or dimensions of any part of the Works;

d) Omission of any Works;

e) Any additional works, Plant, Machinery, Equipment, Materials, or services

necessary for the permanent Works;

f) Including any associated Tests on Completion, boreholes and other testing

and exploratory works; or

g) Changes to the sequence or timing of the execution of the Works.

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7.10.4 If any Change Order increases or decreases the time required for the performance of
the Contractor‟s obligations, or increases or decreases the Contractor‟s cost of
performing the Works, the Contractor shall be entitled to a reasonable readjustment
of the Time for Completion or the Contract Price or both according to the following
provisions.

7.10.5 Without prejudice to Clauses 7.12.2 and 7.12.4, within the number of days stipulated
within the Particular Conditions as of the notification of a Change Order to the
Contractor, the latter shall submit to the Owner a proposal, in which the Contractor
will define (a) the proposed increase or decrease of the Contract Price arising from
the Change Order and (b) the proposed adjustment of the Time for Completion, if
such adjustment is required. The Contractor shall not be entitled to compensation for
the Works and expenses involved in preparing such offer.

7.10.6 The Contractor‟s proposal regarding the increase or decrease of the Contract Price,
arising from the Change Order, will be based so far as practicable on the unit cost
and unit prices set out in accordance with the Contract. If no relevant unit price is
included, the applicable increase or decrease of the Contract Price shall be
calculated in accordance with Clause 11 [Measurement and Evaluation] of the
Conditions. If there is still no applicable rate in the opinion of the Owner, the
Contractor‟s proposal shall be calculated on the basis of:

a) The cost of supply and transportation of Materials, Equipment, Machinery,

Plant, etc, that will be delivered to the Site for the performance of the Change
Order;

b) The cost of labour including all taxes, social security contributions, etc;

c) Insurance premiums, fees for the issuance of requisite permits, relevant

taxes, duties, etc; and

7.10.7 The Parties will negotiate any adjustment of the Time for Completion deemed
necessary due to the Change Order. An extension of the Time for Completion shall
only be considered in case of an increase in the Scope of Works, and shall be
determined by the Owner on the basis of the assessment of the Works required.

7.10.8 The Owner is entitled to request any documentation he deems necessary for the
proper evaluation of the Contractor‟s Proposal, and the Contractor must promptly
deliver such documentation. Any delays in the evaluation of a Contractor‟s Proposal,
due to insufficient information, shall burden the Contractor and cannot be taken into
consideration for the adjustment of the Contract Price or the Time for Completion.

7.10.9 Following the review of the Contractor‟s Proposal, accompanied by the supporting
documentation and information, the Owner determines the final adjustment of the
Contract Price and/or of the Time for Completion (if any) and notifies the Contractor
accordingly. If the Contractor agrees with the adjustment, he will countersign the
Change Order and Contract Price and Time for Completion Adjustment, issued by the
Owner, which shall henceforth constitute an integral part of the Contract. The Owner
shall make payments as regards any agreed Change Order in the manner described
within the Contract, except that the Contractor shall not be entitled to any advance
payment on any increase in the Contract Price as a result of any Change Order.

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 7.10.10 In the event that the Contractor disagrees with the Owner‟s decision, he will
immediately notify the Owner accordingly. Any amounts pertaining to the Change
Order, which are not disputed by the Parties may upon the Owner‟s instructions be
included in the Contractor‟s respective Monthly Notice for Payment to be certified and
paid pursuant to Clause 10 [Contract Price and Payments] of the Conditions. In any
event, the Contractor shall be obliged to perform the Change Order within the Time
for Completion as finally readjusted by the Owner.

7.10.11 In all cases, the Contractor shall perform any works associated with a Change Order
pursuant to the terms and conditions of the Contract.

7.10.12 The Contractor shall not make any alteration and/or modification of the permanent
works, unless and until the Owner instructs or approves a Change Order.

7.11 Value Engineering

7.11.1 The Contractor may, at any time, submit to the Owner a written proposal which (in the
Contractor‟s opinion) will, if adopted, (i) accelerate completion, (ii) reduce the cost to the
Owner of executing, maintaining or operating the Works, (iii) improve the efficiency or
value to the Owner of the completed Works, or (iv) otherwise be of benefit to the Owner.

7.11.2 The proposal shall be prepared at the cost of the Contractor and shall include, but shall
not be limited to, the items listed in Clause 7.12 [Change Order Procedure] with a report
of the advantages and disadvantages of each proposal

7.11.3 If a proposal, which is approved in principal by the Owner, includes a change in the
design of part of the Works, then unless otherwise agreed by both Parties:

a) the Contractor shall design this part via the production of Shop Drawings for the
Owners approval,

b) that clause 4.2 [Contractor‟s General Obligations] shall apply, and

c) if this change results in a reduction in the Contract Price of this part and is accepted
and approved by the Owner, the Owner shall proceed in accordance with clause
7.12 of the Contract.

7.12 Change Order Procedure

7.12.1 If the Owner requests a proposal, prior to instructing a Change Order, the Contractor
shall respond in writing as soon as practicable, either by giving reasons why he
cannot comply (if this is the case) or by submitting:

a) A description of the proposed works to be performed and a programme for its

execution;

b) The Contractor‟s proposal for any necessary modifications to the programme,

according to Clause 7.3 [Detailed Programme] and to the Time for
Completion; and

d) The Contractor‟s proposal for evaluation of the Change Order.

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7.12.2 The Owner shall, as soon as practicable after receiving such proposal (under Clause
7.12 [Change Order Procedure] or otherwise, respond with approval, disapproval or
comments. The Contractor shall proceed with other works whilst awaiting a response.

7.12.3 Each instruction to execute a Change Order, with any requirements for the recording of
costs, shall be signed by the Owner before being issued to the Contractor, who
shall acknowledge receipt by signing and returning a copy to the Owner.

7.12.4 Each Change Order shall be evaluated in accordance with Clause 11 [Measurement
and Evaluation], unless the Owner instructs or approves otherwise in accordance with
Clause 11 [Measurement and Evaluation].

7.12.5 Change Orders shall not be subject to additional site overheads unless it is explicitly
agreed by both Parties that the impact of the Change Order warrants an extension to
the original Time for Completion.

7.13 Amendment of Technical Specifications – Not Amounting to a Change

Order

7.13.1 The Owner shall have authority to issue to the Contractor, from time to time, such
supplementary Drawings, instructions and deviations from the Technical
Specifications not amounting to a Change Order, as shall be necessary for the
purpose of the proper and adequate execution and completion of the Works and the
remedy of any Defects therein. The Contractor shall carry out and be bound by the
same.

7.13.2 If at any time throughout the duration of the Contract, the Contractor deems
necessary the amendment or deviation of the Technical Specifications, not resulting
into an amendment of the Time for Completion or the Contract Price, the Contractor
should submit to the Owner a statement describing the proposed amendment or
deviation, accompanied by all the necessary documentation, demonstrating the
necessity for such amendment or deviation. The Contractor may proceed to the
performance of the Works, as per the amendment or deviation, only upon the
Owner‟s written consent.

7.14 Access to Site

7.14.1 All operations necessary for the execution and completion of the Works will be carried
out so as not to interfere improperly with:

a) The convenience to the public; or

b) The access to, use and occupation of public or private roads or paths leading
to properties possessed by the Owner or third parties; or

c) Adjacent or neighbouring properties whether or not in the possession of the

Owner or of any third person.

The Contractor shall hold harmless and indemnify the Owner and his Assignees in
respect of all claims, proceedings, damages, costs, charges and expenses
whatsoever arising out of, or in relation to, any such matters insofar as the Contractor
is responsible thereof. The Contractor shall hold the Owner and his Assignees

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 harmless of any claim or fine with regard to any interference with the convenience of
the public or public or private roads or other properties.

7.14.2 If it becomes necessary for the Contractor to interfere with any road networks or
adjacent or neighbouring properties, such interference must be approved by the
Owner, and the Contractor must also procure all necessary approvals from the
competent municipal council, the competent transportation authority or other
competent authorities. The Contractor shall take all care to ensure that any such
interference will be the minimum possible and shall, in any event, fully comply with
the requirements of the approvals required.

7.14.3 The Contractor shall use every reasonable means to prevent any of the roads or
bridges communicating with or on the routes to the Site from being damaged by any
traffic arising from transportation of Employees, Materials, Temporary Site Facilities,
Equipment, Machinery, Plant, and etc, by or on behalf of the Contractor or his
Subcontractors or Assignees. The Contractor shall, in particular, select routes, use
vehicles and restrict or distribute loads, so that any such traffic that will inevitably
arise from the transportation of personnel, Materials, Temporary Site Facilities,
Equipment, Machinery or Plant, etc, from and to the Site shall be limited, as far as
reasonably possible, and so that no unnecessary damage is caused to such roads
and bridges.

7.14.4 Unless otherwise provided for in the Contract, the Contractor shall be responsible for
and shall pay the cost of strengthening any bridges or altering or improving any road
communicating with or on the routes to the Site to facilitate the movement of the
Contractor‟s personnel, Equipment, Materials, Temporary Site Facilities, Machinery or
Plant, etc, and the Contractor shall indemnify and keep the Owner and his Assignees
harmless against all claims for damage to any such road or bridge caused by such
transportation, including such claims as may be made directly against the Owner, and
shall negotiate and pay all claims arising out of such damage. If the Contractor fails to
comply with the above obligation, the Owner may withhold from any amounts due or
to become due to the Contractor under the Contract any damage or expense incurred
by the Owner pursuant to Clause 10.3 [Certification] of the Conditions.

7.14.5 The Contractor shall provide, at his own cost, any additional facilities outside the Site
required by him for the purposes of the Works or as applicable by Law, including but
not limited to, road signage outside of the Site.

7.15 Design and Drawings

7.15.1 The Contractor shall be provided with one set of copies of all Drawings and Designs
furnished by the Owner. The Contractor shall be obliged to produce at its own cost
any additional copies necessary for the performance of the Works.

7.15.2 If the Contract expressly provide that the Contractor undertakes the design or
drawing of any part of the Works, the Contractor is obliged to submit to the Owner,
within the deadline provided for in the Time for Completion, for approval such designs
and drawings in format acceptable to the Owner, as well as specifications,
calculations and other information necessary to satisfy the Owner, as to the suitability
and adequacy of the submitted designs or drawings. The procedure regarding
approval of Submittals under Clause 7.16 [Submittals] of the Conditions shall be
applied.

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7.15.3 Approval by the Owner of submitted designs and drawings shall not relieve the
Contractor of any of his responsibilities under the Contract.

7.16 Submittals

7.16.1 In case that the Contractor has undertaken to prepare any drawings, Shop Drawings,
diagrams, layouts, illustrations, schedules, Product Data, Samples or any other
Technical Documents describing in detail specific parts of the Works in compliance
with the Contract or Samples or documents with regard to any Materials and/or
Equipment pursuant to Clause 6.2 [Equipment and Materials] of the Conditions
(hereinafter “Submittals”), the Contractor will prepare and submit to the Owner,
Submittals pursuant to the Contract, in two originals. By submitting Submittals, the
Contractor represents that he has confirmed the conformity thereof with the Contract
and the requirements of the Works. Submittals shall conform to the respective
requirements of the Contract, and shall (a) bear the Submittal number, (b) reference
the part of the Works, to which each Submittal pertains, and reference to the
respective Contract requirement, (c) include the date of submission, (d) state whether
the Owner‟s Approval is required, in which case the anticipated approval date as per
the Time for Completion shall be stated on the Submittal, or whether it constitutes
Information Submittal, (e) bear the number of revision in case of revised Submittals,
and (f) bear the CSI Technical Specification reference. Submittals that do not bear
the above information shall be returned to the Contractor for resubmission without
review. Any delays that may result shall be the sole responsibility of the Contractor.

7.16.2 Unless otherwise explicitly provided for in the Contract, certain Submittals are
furnished to the Owner for information purposes (hereinafter: “Information
Submittals”) and the Owner is not expected to take any responsive action upon
receipt thereof. If, according to the Contract, the Owner‟s approval of Submittals is
required, the Owner, after (i) coordinating the Submittals with information received
from other Subcontractors and after (ii) reviewing the adequacy and completeness of
the Submittals and (iii) the conformity of the technical characteristics thereof to the
Contract, must within the number of days stipulated in the Particular Conditions either
return to the Contractor an approved set of the Submittals or reject or require
amendments of the Submittals. The Owner is entitled to reject the Submittals or
require amendments thereof in the event that they are not in compliance with the
Contract or in coordination with the Works or information provided by other
Subcontractors. When professional certification of properties or performance criteria
of Materials and/or Equipment is required by the Contract and such certificates are
furnished by the Contractor, the Owner shall be entitled to rely on the accuracy,
correctness, and completeness of such calculations and certifications.

7.16.3 In both cases of rejection and request for amendment, the Owner must provide to the
Contractor instructions as to the necessary amendments the Contractor must carry
out before resubmitting the wholly or partially rejected Submittals. The Contractor is
obliged to conform to the Owner‟s instructions and coordinate his Submittals with the
related documents submitted by other Subcontractors and submit to the Owner
revised Submittals. When submitting revised Submittals according to the Owner‟s
instructions, the Contractor should explicitly draw the Owner‟s attention to any
amendments requested by the Owner as well as to any other amendments effected in
comparison to the initial Submittals and should provide adequate justification for such
other amendments. Provided that the Owner responds (i.e. approves, rejects,

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 requires amendments) to the Submittals in accordance with Clause 7.16.2, any
delays caused to the progress of the Works due to rejection (in full or in part) of the
Submittals shall be the Contractor‟s responsibility. Unless otherwise agreed by the
Owner, the Contractor shall perform no portion of the Works requiring approval of
Submittals until the respective Submittals have been approved by the Owner. Such
Works shall be in accordance with approved Submittals.

7.16.4 In the event that any Submittals deviate from the Contract, the Owner‟s approval
thereof shall not relieve the Contractor of responsibility for such deviations from
requirements of the Contract, unless the Contractor has specifically informed the
Owner in writing of such deviation at the time of submission and the Owner has
provided specific written approval of the specific deviation.

7.16.5 It is hereby clarified that the Owner will review and approve or take other appropriate
action upon the Contractor‟s Submittals only for the limited purpose of confirming
compliance with information provided to the Contractor and the design concept
expressed in the Contract. It is, therefore, expressly agreed that review of such
Submittals is not conducted for the purpose of determining the accuracy and
completeness of details such as dimensions and quantities, or for substantiating
instructions for installation or performance of Equipment or systems or for remedy for
errors or omissions or Defects, all of which remain the responsibility of the Contractor
pursuant to the Contract. Therefore, the Owner‟s review and approval of the
Contractor‟s Submittals shall not relieve the Contractor of the obligations to provide
satisfactory Materials and Equipment and to perform the Works pursuant to the terms of
the Contract. Furthermore, the Owner‟s review shall not constitute approval of
safety precautions or of any construction means, methods, techniques, sequences, or
procedures. Finally, the Owner's‟ approval of a specific Sample of a
Material/Equipment shall not relieve the Contractor of his liability for Defects nor shall
such approval indicate approval of the part of the Works, of which the requisite
Material or Equipment is a component.

8 Commissioning and Tests on Provisional Delivery

8.1 Provisional Delivery of the Works

8.1.1 Upon completion of the overall Works, the Contractor shall prepare at his cost and
deliver to the Owner a Notice of Completion of the Works accompanied by the
following documents, evidencing completion of the overall Works in compliance with
the Contract and the applicable Law, rules and competent public authorities‟
requirements. More specifically, the Contractor is under the obligation to prepare at
his own expense and deliver to the Owner:

a) A Notice of Completion of the Works in accordance with the Contract;

b) One hardcopy complete set and one set in electronic format (acceptable to
the Owner) of all As-built Drawings complete and inclusive of all field changes
and revisions;

c) Two copies of the operation and maintenance manuals will be submitted in

Spanish and English and will include details of Supplier‟s warranties, and
spare parts list for Machinery, Plant and Equipment supplied and installed by
the Contractor. The aforementioned manuals and As-built Drawings

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 mentioned under Clause 8.1.1.b, above, should be sufficiently detailed to
enable the Owner to operate, maintain, dismantle, reassemble, and adjust
the Works;

d) The Contractor shall provide adequate training to the Owner‟s personnel to

the Owner‟s satisfaction, in which case the Contractor will submit a written
acknowledgement duly signed by the Owner confirming satisfactory
completion of such training;

e) A report providing a precise and complete description of the Works, of any

problems encountered and of the way, in which they were addressed. All
Change Orders, Activity Status Reports as revised throughout the
performance of the Works, the initial Time for Completion and Detailed
Programme and any revisions thereof, as well as any other information as
approved by the Owner shall be attached to this report, comparing
anticipated and actual progress achieved. The information contained shall be
labelled “as-built”;

f) A table identifying all Material and Equipment installed in the Works, the
manufacturer thereof and serial number thereof;

g) One copy of all Inspection Certificates and Reports on Test Results regarding
Inspections and Tests conducted throughout the Works (including all Material
and Equipment);

h) A copy of the Photo and Video Archive;

i) Certificates issued by all social security organizations, with which the

Contractor‟s personnel must be insured pursuant to the Law, to the effect that
the Contractor has fulfilled all its obligations towards the aforementioned
social security organizations, and a statement issued by the competent Tax
Office certifying that the Contractor has no outstanding debts towards the
Dominican Republic State; and

j) Any other spares, that the Contractor has, will be handed over to the Owner
on Completion of the Works.

8.1.2 Within the number of days stipulated in the Particular Conditions of the receipt of the
full set of documents enumerated in Clause 8.1 [Provisional Delivery of the Works],
the Owner will review them. If the Owner finds that the documentation provided is not
complete or does not reflect the Works as constructed, he is entitled to require
supplementary documentation or amendments of the documents provided. The
Contractor shall be obliged to comply with the Owner‟s instructions so that the
documentation submitted according to Clause 8.1 [Provisional Delivery of the Works] is
to the Owner‟s satisfaction.

8.1.3 Upon the Owner approving the documentation submitted according to Clause 8.1, the
Owner will notify the Contractor of his readiness for the assessment of the
completeness of the Works and the performance of the Tests on Provisional Delivery
and shall set a deadline within the Detailed Programme for the performance of the
Inspection of the Works and the Tests on Provisional Delivery. The Contractor shall
give the Owner within the number of days stipulated in the Particular Conditions

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 written notice of the specific date, within the deadline set by the Owner, on which the
Contractor will be able to carry out each of the Tests on Provisional Delivery. The
Parties shall schedule the performance of the Tests on Provisional Delivery in such a
way as not to interfere with the Owner‟s and the other contractors‟ Time for
Completion.

8.1.4 Following Provisional Delivery, trial operations shall be carried out as well as other
applicable Tests (which shall demonstrate that the Works performs reliably and in
accordance with the Contract).

8.1.5 If the Works fail to pass the trial operation and/or the Tests on Provisional Delivery,
the Owner shall be entitled to require repetition of the failed Tests or performance of
different Tests.

8.1.6 The Contractor shall not be entitled for additional payments if such Tests on
Provisional Delivery need to be scheduled outside normal working hours.

8.1.7 If during Provisional Delivery, the Owner detects any Defects of the Works or
deviations from the Contract or in the case that the Works fails to pass the Tests on
Provisional Delivery, the Owner shall be entitled to issue a Deficiency List, in which all
detected Defects will be adequately identified and a reasonable deadline for remedy
of such Defects will be set. The Contractor shall be obliged to complete, replace and
repair all defective items or otherwise remedy the Defects identified in the Deficiency
List, all to the Owner‟s satisfaction, within the deadline set by the Owner. The Owner
may additionally, if appropriate, require that the Contractor should undertake at his
expenses specific Works for the containment of the Defect.

8.1.8 Upon remedy of all Defects, the Contractor shall prepare at his cost and deliver to the
Owner a revised Notice of Completion of the Works accompanied by the documents
enumerated in Clause 8.1 [Provisional Delivery of the Works] appropriately
supplemented and revised to reflect the Works undertaken for the remedy of the
Defects identified in the Deficiency List. Upon provision of the revised Notice of
Completion, the procedure described under Clauses 8.1.2 – 8.1.7 shall be repeated.

8.1.9 In the event that the Contractor fails to remedy the Defects identified in the Deficiency
List within the deadline set by the Owner, Clause 13.1 [Owner‟s Rights – Parties‟
Termination Rights] of the Conditions will apply.

8.1.10 The Provisional Delivery of the Works shall take place upon:

a) Successful completion of all Inspections and Tests on Provisional Delivery

and remedy of all Defects identified in the Deficiency List to the satisfaction of
the Owner; and

b) The Provisional Delivery of the Works shall take place upon the Contractor
and the Owner signing the Provisional Delivery Certificate according to the
Contract. The Owner shall give the Contractor notice of the intended date of
execution of the Provisional Delivery Certificate.

8.1.11 The risk of loss or damage to the Works shall be transferred from the Contractor to
the Owner upon execution of the Provisional Delivery of the Works unless the loss or
damage relates to Clause 9.2.1.

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8.1.12 The title to which always belongs to the Owner shall be transferred from the Contractor
to the Owner upon execution of the Provisional Delivery Certificate. The Contractor
shall procure that the title of the Works passes to the Owner free from any pledge,
mortgage, security interest, charge of any kind, claim, option, right of pre-emption, lien,
right of set-off, any assignment by way of security, reservation of title or other security
interest of any kind, howsoever created or arising, or any other agreement or
arrangement having similar effect or other restriction or encumbrance of any nature.

9 Defects Liability Period

9.1 Final Delivery of the Works

9.1.1 Upon execution of the Provisional Delivery Certificate, the Defects Liability Period for
the Works will commence. The Defects Liability Period commences on the date of
execution of the Provisional Delivery Certificate and ends as stipulated in the
Particular Conditions. The Contractor warrants that throughout the Defects Liability
Period the Works shall be free from all Defects in design, Materials, and workmanship
and that it shall be fit for the purpose, for which it was intended pursuant to the
Contract. Throughout the Defects Liability Period, the Contractor shall be responsible
for the maintenance of the Works and for remedying, on his own responsibility and
expenses, any Defect in or damage to any part of the Works, which may appear or
occur during the Defects Liability Period except Defects or damage arising from or
attributed to:

a) Use or operation of the Works or any part of the Works by the Owner in a
way contrary to the operation and maintenance manuals delivered by the
Contractor prior to the Provisional Delivery of the Works or otherwise
inappropriate use or operation of the Works;

b) Changes to the Works not carried out by the Contractor or carried out by
persons not authorized by the Contractor;

c) Maintenance not carried out by the Contractor or carried out by persons not
authorized by the Contractor, except to the extent that such maintenance is
carried out in compliance with the operations and maintenance manuals
delivered by the Contractor or in a good and workmanlike manner; and

d) Force Majeure.

9.1.2 The Owner shall grant to the Contractor all necessary rights of access to the Site and
the Works to enable the latter to perform his obligations according to the provisions of
the Contract. If during the remedy of any Defect or damage of the Works the
Contractor requires to provide evidence that the Defect or damage is attributed to the
above factors contained within Clause 9.1.1, for which the Contractor is not liable, the
Contractor shall still be obliged to remedy the Defect or damage at the Owner‟s cost.

9.1.3 If any such Defect or damage appears during the Defects Liability Period, the Owner
shall forthwith notify the Contractor thereof. The Contractor shall remedy such Defect
or damage as soon as practicable at his own cost. In any event, the Contractor
should remedy such Defects and damages within the number of days stipulated in the

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 Particular Conditions. The Defects Liability Period for the Works shall be extended by a
period of time equal to the period during which the Works or a substantial part
thereof cannot be used by reason of a Defect or damage, for which the Contractor is
liable pursuant to Clause 9.1 [Final Delivery of the Works]. If the Contractor fails to
remedy any Defect or damage within the aforementioned period, the Owner shall
have the rights provided for in Clause 13.1 [Owner‟s Rights – Parties‟ Termination
Rights] of the Conditions.

9.1.4 If any repair or maintenance with regard to the Works is of such nature that it may
affect the compliance of the overall Works with the Contract or the operation and use
of the overall Works, the Owner may require the Contractor in writing to undertake at
his expenses any Tests deemed necessary in the Owner‟s reasonable opinion with
regard to the repaired part of the Works or the overall Works immediately upon
completion of the remedy of the Works. If the Works fails to pass the Tests, the
Contractor shall proceed anew to the remedy of the Defect or damage until the
Works, or any part thereof, passes such Tests, otherwise the Owner shall have the
rights provided for in Clause 13.1 [Owner‟s Rights – Parties‟ Termination Rights] of
the Conditions.

9.1.5 Within the number of days stipulated in the Particular Conditions, prior to the
expiration of the Defects Liability Period (as this may have been extended pursuant to
Clause 9.1.3 of the Conditions), the Contractor shall deliver to the Owner for the
issuance of the Final Delivery Certificate, the following:

a) A Notice of Expiration of the Defects Liability Period of the Works in

accordance with the Contract;

b) One hardcopy complete set and one set in electronic format (acceptable to
the Owner) of As-built Drawings supplemented and revised as per the
changes, additions and completions of the Works that were carried out during
the Defects Liability Period;

c) Two copies of the operation and maintenance manuals mentioned in Clause

8.1 [Provisional Delivery of the Works], supplemented, and revised as per the
changes, additions and completions of the Works that were carried out during
the Defects Liability Period;

d) The report mentioned in Clause 8.1.1(e), supplemented and revised as per

the changes, additions and completions of the Works that were carried out
during the Defects Liability Period, full prospectus regarding installation,
maintenance and spare parts for all Works items, Plant, devices, and other
Equipment;

e) Table of the Suppliers of Materials and of the spare parts required for the
maintenance and operation of the Works with full address information for
them, in one copy;

f) Table of all Machinery, Plant and devices installed, containing their type,
series and general and special manufacture serial number, in one copy;

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 g) One copy of all Inspection Certificates and Reports on Test Results regarding
Inspections and Tests conducted throughout the Works (also with regard to
Materials and Equipment), including the Defects Liability Period;

h) A copy of the Photo and Video Archive supplemented and revised as per the
changes, additions and completions of the Works that were carried out during
the Defects Liability Period;

i) All warranties/guarantees given by Subcontractors, Assignees,

manufacturers and Suppliers of Material and Equipment incorporated in the
Works. The Contractor will assign to the Owner the benefit of any such
warranty or guarantee; and

j) Certificates issued by all social security organizations, with which the

Contractor‟s personnel must be insured pursuant to the applicable Law, to the
effect that the Contractor has fulfilled all his obligations towards the
aforementioned social security organizations.

9.1.6 Within the number of days stipulated in the Particular Conditions of the receipt of the
full set of documents enumerated in Clause 9.1.6 above, the Owner will review them. If
the Owner finds that the documentation provided is not complete or accurate, he is
entitled to require supplementary documentation or amendments of the documents
provided. The Contractor shall be obliged to comply with the Owner‟s instructions so
that the documentation submitted according to Clause 9.1.6 is to the Owner‟s
satisfaction.

9.1.7 After the Owner has approved the documentation submitted according to Clause
9.1.6, the Owner will notify the Contractor of the date on which he will undertake the
Inspection upon Final Delivery of the Works and Tests, which will be carried out at
this point in time. This Inspection shall take place within the number of days stipulated
in the Particular Conditions. The Contractor may attend the Inspection through his
authorized persons. If during the Inspection, the Owner detects any Defects of the
Works or deviations from the Contract, the Owner shall issue a Deficiency List, in
which all detected Defects will be adequately identified and a reasonable deadline for
remedy of the Defects shall be set. The Defects Liability Period will be extended
accordingly, if this is deemed necessary by the Owner.

9.1.8 The Contractor shall be obliged to complete, replace and repair all defective items or
otherwise remedy the Defects identified in the Deficiency List, all to the Owner‟s
satisfaction, within the deadline set by the Owner. Upon remedy of all Defects the
Contractor shall prepare at his cost and deliver to the Owner a revised Notice of
Expiration of the Defects Liability Period of the Works accompanied by the
documents enumerated in Clause 9.1.6, appropriately supplemented and revised to
reflect the Works undertaken for the remedy of the Defects identified in the Deficiency
List. Upon provision of the revised Notice of Expiration of the Defects Liability Period,
the procedure described under Clauses 9.1.6 – 9.1.9 shall be repeated.

9.1.9 In the event that the Contractor fails to remedy the Defects identified in the Deficiency
List within the deadline set by the Owner, Clause 13.1 [Owner‟s Rights – Parties‟
Termination Rights] of the Conditions will apply.

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9.1.10 If upon expiration of the Defects Liability Period for the Works, the Contractor has
fulfilled all his obligations under the Contract for the Defects of the Works, the Owner
shall invite the Contractor for the Final Delivery of the Works giving him notice as
stipulated within the Particular Conditions. The Final Delivery of the Works shall take
place upon the Contractor and the Owner signing the Final Delivery Certificate in
accordance with the Contract.

9.2 Contractor’s Liability

9.2.1 The Contractor shall remain liable for the consequences or errors, omissions or
negligence on his part and in particular he shall be liable for any defects in the design
or construction of any part of the Works where such defects are due to any error,
omission or negligence of the Contractor or his staff, provided that such defects
become apparent during the period stated in the Particular Conditions from the date
of the Final Delivery Certificate for the affected part of the Works. The approval of the
Owner shall not absolve or relieve the Contractor from liability under this Clause.

10 Contract Price and Payments

10.1 Contract Price

10.1.1 Unless otherwise stated in the Conditions:

a) The Contract Price shall be the Fixed Price Lump Sum Contract Price as
stipulated in the Particular Conditions and be subject to adjustments in
accordance with the Contract;

b) The Contractor shall pay all taxes, duties and fees required to be paid by him
under the Contract, and the Contract Price shall not be adjusted for any of
these costs;

c) Any quantities which may be set out in the Bill of Quantities or other Schedule
are estimated quantities and are not to be taken as the actual and correct
quantities:

(i) of the Works which the Contractor is required to execute, or

(ii) for the purposes of Clause 11 [Measurement and Evaluation].

However, the Contract Price is fully inclusive and the price includes all material
and labour required for the Works.

10.2 Interim Payments

10.2.1 Interim Payments shall be effected monthly provided that the Contractor submits to
the Owner, on the date stated in the Particular Conditions, the following documents:

a) A copy of the complete quality dossier of each component of the Works

carried out the preceding month pursuant to the approved Quality Assurance
Plan containing all quality control, Inspections and procedures carried out
pursuant to the Quality Assurance Plan;

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 b) A statement in respect of the value of the Works completed and sufficient
quantified details of the Works. Such statement shall be signed by the
Construction Manager and shall be in such form and supported by such data
and evidence substantiating the Contractor‟s right to payment as the Owner
may require, e.g. copies of Subcontractors‟ paid invoices, cost of supply of
Materials and Equipment, etc. The above statement shall not include:

(i) Costs of any unapproved changes of the Works;

(ii) Costs incurred by the Contractor in respect of recovery actions as

described in Clause 7.5 [Delays and Extension of Deadlines] of the
Conditions;

(iii) Costs regarding Works (which are not shown in the Drawings), for
which the Contractor did not receive the Owner‟s written instruction;
and

(iv) Costs regarding Materials and Equipment delivered and stored off
site.

c) Payments for Materials and Equipment properly stored on site to the Owners
satisfaction and clearly marked as the property of the Owner could be paid
within the Interim Payments if such materials have previously been approved
by the Owner prior to their delivery to the Site.

d) The monthly Activity Status Report and the monthly revised Detailed
Programme;

e) Certificates issued by all social security organizations, with which the

Contractor‟s personnel must be insured pursuant to the Law, to the effect that
the Contractor has fulfilled all its obligations towards these social security
organizations;

f) Any other document reasonably required by the Owner to demonstrate the

actual value of the Works performed.

10.3 Certification

10.3.1 After receipt of the full set of documents enumerated in Clause 10.2 [Interim
Payments] and following review thereof, the Owner shall invite the Contractor within
the number of days stated in the Particular Conditions to jointly examine the above
documentation. If the Owner finds that the documentation provided is not complete or
does not reflect the Works as constructed so far following Inspection of the Works
performed, he is entitled to require supplementary documentation or amendments of
the documents provided. The Contractor shall be obliged to comply with the Owner‟s
instructions so that the documentation submitted according to Clause 10.2 [Interim
Payments] is to the Owner‟s satisfaction. If the Contractor does not attend the
meeting arranged by the Owner for the joint review of the documentation under
Clause 10.2 [Interim Payments] to agree such documentation as reviewed by the
Owner, the documentation as revised by the Owner shall be deemed to be accurate
and agreed by the Parties. The Owner shall ascertain and determine by
measurement the value of the Works performed in accordance with the Contract and

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 certify an “On Account” payment to the Contractor. The Owner shall, when he
requires any part of the Works to be measured, give reasonable notice to the
Contractor, who shall (a) forthwith attend or send a qualified representative to assist
the Owner in making such measurement and (b) supply all particulars required by the
Owner. Should the Contractor not attend, or neglect or omit to send such
representative, then the measurement made by the Owner or approved by him shall
be deemed to constitute the correct and accurate measurement of the respective part
of the Works.

10.3.2 Provided that the Owner is satisfied as to the completeness and accuracy of the
documents submitted as Clause 10.2 [Interim Payments] and as to the outcome of
any Inspections of the Works so far completed as he deems necessary, the Owner
and the Contractor shall sign the documentation enumerated under Clause 10.2
[Interim Payments] as revised and agreed and the Owner shall issue a Certificate for
Payment which he will forward to the Contractor. The Contractor shall issue the
invoice corresponding to the monthly Interim Payment due on the basis of such
Certificate for Payment according to the provisions of the Contract. If the Contractor
does not agree with the documentation under Clause 10.2 [Interim Payments] as
revised by the Owner or does not sign the documentation as agreed or does not
agree with the outcome of any measurement performed pursuant to Clause 10.3
[Certification], the documentation under Clause 10.2 [Interim Payments] as revised by
the Owner shall nevertheless be deemed to be correct and the Certificate for
Payment will be issued according to the revised documentation and the
measurements performed by the Owner. As regards the disputed amounts Clause 20
[Claims, Disputes, and Jurisdiction] of the Conditions will apply.

10.3.3 The Owner may refuse to issue the respective Certificate for Payment and to make
the whole or part of any Interim Payment, provided that in his reasonable opinion the
Works performed does not in quantity or quality conform to the Contract for any
reason, including in particular any of the following:

a) Defective Works or Works not conforming to the requirements of the

Contract;

b) Wrong estimate of Works performed;

c) Third party claims against the Owner in connection with the respective Phase
of the Works or reasonable evidence indicating probable filing of such claims;

d) Failure on the part of the Contractor to make payments to his personnel,

Subcontractors or Suppliers or Assignees;

e) Damages caused to the Works or the Site or the Works of other contractors
or the Owner, the Subcontractors or other contractors;

f) Reasonable evidence that the Contractor will be unable or will not, for any
reason, complete the outstanding part of the Works;

g) Reasonable evidence that the Works will not be completed within the Time
for Completion and that the outstanding amount of the Contract Price would
not suffice to cover Penalties, actual or Liquidated Damages that may arise
under the Contract for the anticipated delay;

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 h) Outstanding debts towards social security organizations and the Pension
Fund; and

i) Commencement of court proceedings against the Contractor or

circumstances suggesting that the Owner may have a claim against the
Contractor under the Contract.

10.3.4 When the reasons that caused the Owner‟s refusal to issue the respective Certificate
for Payment cease to exist, the Owner will issue the Certificate for Payment as soon
as possible.

10.3.5 The Owner is entitled to make by virtue of any Certificate for Payment any correction
or modification of a Certificate for Payment previously issued by him with regard to
previous portions of the Works and, if any portion of the Works is not performed to his
satisfaction, the Owner will be entitled to suspend payment or reduce the amount of
the Contract Price corresponding to any portion of the Works and reduce the value of
any portion of the Works in the respective Certificate for Payment.

10.3.6 The Owner is under no obligation to pay or to see to the payment of any amount due
to any Subcontractor or Supplier or Assignee or personnel of the Contractor. If,
however, the Contractor fails to pay any of the above persons according to the
respective agreements, then the Owner reserves the right to deduct such amounts
from any amounts due or to become due the Contractor under the Contract and pay
the above persons directly.

10.3.7 If, throughout the Works, the Contractor fails to pay any expenses, duties, fees, fines,
etc, which according to the Contract are incurred by the Contractor, the Owner is
entitled to pay such expenses, duties, fees, fines etc directly and withhold the
respective amount from any amounts due or to become due the Contractor under the
Contract. Furthermore, the Parties agree that the Owner is entitled throughout the
Works to withhold from any amounts due or to become due the Contractor under the
Contract the amount of any claim the Owner may have against the Contractor under
the Contract.

10.3.8 The submission of the documentation under Clause 10.2 [Interim Payments] to the
Owner and the issuance of any Certificate for Payment shall not relieve the
Contractor of any of his duties or responsibilities under the Contract. Payments made
to the Contractor shall not be considered evidence of satisfactory performance of the
Works by the Contractor either in whole or in part or acceptance thereof by the
Owner, nor shall they relieve the Contractor of his obligations to perform the Works in
strict compliance with the requirements of the Contract. No payment made by the
Owner under this Contract, shall constitute a waiver of any claim or right the Owner
may have at that time or thereafter, including claims regarding warranty rights and
indemnification obligations by the Contractor.

10.3.9 No amount will be certified or paid to the Contractor until the Owner has received and
approved the Performance Bond.

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10.4 Retention Money

10.4.1 Retention is calculated by the applying the percentage of retention stated in the
Particular Conditions to the total Interim Payment amounts, until the amount retained
by the Owner reaches the amount of Retention Money stated in the Particular
Conditions.

10.4.2 When the Provisional Delivery Certificate has been issued for the Works, the first half
(50%) of the Retention Money shall be certified by the Owner for payment to the
Contractor.

10.4.3 The outstanding balance of the Retention Money will be released upon completion of
the Defects Liability Period and upon the issue of the Final Delivery Certificate.

10.5 Final Payment

10.5.1 Upon execution of the Final Delivery Certificate, the outstanding balance of the
Contract Price shall be invoiced to the Owner (“Final Statement”).
10.6 Invoicing

10.6.1 Prior to the issuance of each invoice, the Contractor shall send a draft thereof to the
Owner, who will approve all technical/construction aspects relating to the Contractor‟s
invoice and shall confirm that the invoice is consistent with the respective Certificate
for Payment/Provisional Delivery Certificate. Upon the approval granted by the
Owner, the Contractor shall mail the invoices to the Owner at the address indicated in
the Agreement or at any other address that the Owner may notify to the Contractor in
advance. Every invoice, which has been pre-approved by the Owner according to the
above, shall be payable within the time specified under Clause 10.8 [Payment].

10.7 Currencies of Payment

10.7.1 The Contract Price shall be paid in the currency or currencies named in the Particular
Conditions.

10.8 Payment

10.8.1 The Owner shall pay to the Contractor:

a) The amount certified in each Certificate for Payment within the days
stipulated in the Particular Conditions; and

b) The amount certified in the Final Certificate for Payment within the days
stipulated in the Particular Conditions.

10.9 Cash flow Forecast

10.9.1 The Contractor shall provide the Owner a monthly cash flow forecast for the duration
of the Contract.

10.9.2 An updated cash flow forecast will also be provided every month with each progress
payment invoice.

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11 Measurement and Evaluation

11.1 Fixed Price Lump Sum Contract

11.1.1 This is a Fixed Price Lump Sum which the Contractor has checked and deemed
correct and sufficient for the Works described herein and the Works will not be subject
to any re-measurement whatsoever. The Contract Price covers all the Contractors
obligations under the Contract and all things necessary for the proper execution and
completion of the Works and the remedying of any defects. The Contract Price shall
not be adjusted to take account of any unforeseen difficulties or costs which the
Contractor accepts total responsibility for upon signing of the Contract. The
Contractor alone is responsible for determining the quantities of Materials required for
the Works and for pricing his Tender in conformance with the Owner‟s Requirements,
Technical Specifications, Drawings, Schedules, and all other documents comprising
the Contract. Errors in Contract Documents provided by or on behalf of the Owner shall
be at the Contractor‟s risk and shall not be corrected as a Change Order. Unit rates
inserted by the Contractor into Bills of Quantities / / Schedules of Rates will be used
when appropriate for the determination of Change Orders and adjustments and priced
Bills of Quantities / Schedules of Rates will generally be used as a guide for the
valuation of Interim Payments.

11.2 Valuation of Change Orders

11.2.1 Upon instructing or approving a Change Order, the Owner shall proceed, in
accordance with the Contract, to agree or determine adjustments to the Contract
Price. These adjustments shall include profit as per Clause 7.10.6 (d) and shall take
account of the Contractor‟s submissions under Clause 7.12 [Change Order
Procedure] if applicable.

Change Orders shall be valued as follows:

a) At a lump sum price agreed between the Parties; or

b) Where appropriate, at rates in the Contract; or

c) In the absence of appropriate rates, the rates in the Contract shall be used as
the basis for valuation; or

d) The quantities shall be determined by jointly measuring the quantities from the
Contract.

12 Liabilities

12.1 Parties’ Liability

12.1.1 The total aggregate amount of any Penalties payable by the Contractor under the
present Contract shall in no event exceed the amounts specified in Clause 7.6
[Penalties and Liquidated Damages], however this should not be understood to mean a
Penalty Clause per the terms of Article 1152 of the Dominican Civil Code. Both
Parties acknowledge that Owner does not waive its rights to claim full and complete
restitution from the Contractor for any direct or indirect damage that the Owner may

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 have sustained as a result of the Contractor not complying with its obligations per the
agreement.

12.1.2 Following the Final Delivery of the Works and the execution of the Final Delivery
Certificate, the Contractor shall not be liable for any Defects of the Works or
deviations thereof from the Contract,

a) Unless an explicit reservation with regard to a specific part of the Works is

noted on the Final Delivery Certificate; or

b) In the case of latent Defects, namely of Defects, which could not be detected
during the ordinary Inspection undertaken prior to the Final Delivery of the
Works; or

c) The Contractor deceitfully concealed the Defects.

12.1.3 In addition to any rights or remedies the Owner may have pursuant to the applicable
Law, the Contractor shall indemnify, hold harmless and defend the Owner and his
officers, directors, employees and Assignees from and against any and all liabilities,
losses, claims or expenses (including reasonable attorney‟s fees) the Owner may
incur for injury to or death of persons or damage to property (including the Owner‟s
physical property) in any manner arising out of the Contract or the Works performed
by Contractor pursuant to the Contract, whether such liabilities arise in contract, tort
or otherwise. However, the Contractor shall not be required to indemnify the Owner
against such liabilities, losses, claims, or expenses resulting from the Owner‟s or the
Owner‟s employees‟ negligence or intentional acts or omissions.

12.1.4 The Contractor agrees that he shall procure that the agreements he will conclude with
his Suppliers, Subcontractors and Assignees will include an indemnification clause in
favour of the Owner in substantially the same form as the above paragraph and shall
furnish the Owner with the relevant agreement. The Contractor further agrees that
upon the Owner‟s request he shall cause his Suppliers, Subcontractors, and
Assignees to assign to the Owner the benefit of any warranty or guarantee given by
such Suppliers, Subcontractors, and Assignees to the Contractor.

12.1.5 Notwithstanding the above, nothing in this Clause shall be deemed to limit the
Contractor‟s liability to the Owner:

a) In the event of a breach by the Contractor of his confidentiality obligations

under Clause 18 [Confidential Information] of the Conditions;

b) For claims raised by the Owner for damages as a result of claims raised by
third parties against the Owner;

c) For the cost of remedying Defects in accordance with the provisions of the
contract; and

d) For damages resulting from the Contractor‟s gross negligence or wilful

misconduct.

12.1.6 The date of execution of the Final Delivery Certificate constitutes the commencement
of any statute of limitation of the Contractor‟s liability pursuant to the applicable Law.

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13 Termination

13.1 Owner’s Rights – Parties’ Termination Rights

13.1.1 Without prejudice to the Owner‟s other rights and remedies under the Contract and
the applicable Law, if throughout the execution of the Works until the Final Delivery of
the Works, the Owner detects that any Material or Equipment supplied by the
Contractor is defective or deviates from the Contract or reasonably predicts that the

Works or any Part thereof shall be defective or shall deviate from the Contract, the
Owner shall be entitled in his sole and absolute discretion:

a) To require in writing the Contractor to remedy at the Contractor‟s entire cost

and expense, the identified Defects within a reasonable deadline. The
remedy may include, among others, the demolition, and reconstruction of
defective parts of the Works. The Contractor shall bear the exclusive
responsibility and cost for the full remedy or correction of the Defect including
any additional testing and Inspections required. The Owner may additionally, if
appropriate, require that the Contractor should undertake at his expenses
specific Works for the containment of the Defect. In the event that the
Contractor fails to remedy the Defects within the prescribed deadline, the
Owner shall be entitled to authorize third parties to remedy the identified
Defects, in which case all costs consequent thereon or incidental thereto shall
be recoverable from the Contractor by the Owner, and may be deducted from
any amount due or to become due to the Contractor. It is clarified that any
remedial works performed by the Owner, or by third parties on behalf of the
Owner, will be without prejudice to the Owner‟s rights under the Contract and
the Law;

b) To issue a Change Order to omit the relevant defective part of the Works
pursuant to Clause 7.10 [Change Orders] of the Conditions (notwithstanding
the fact that the omitted Works may thereafter be carried out by the Owner or
by another contractor), in which case the Contractor shall have no claim in
respect of such an omission and the Contract Price shall be reduced by such
amount as shall be appropriate to cover the reduced value of the Works to
the Owner as a result of this failure;

c) To rescind the Contract as per the relevant provisions of the applicable Law;

d) To demand payment of the Penalties and Liquidated Damages provided for in

Clause 7.6 [Penalties and Liquidated Damages] of the Conditions if a delay is
caused due to the identified Defects;

e) To call the Performance Bond forfeited; and

f) In the event that the Defect is attributed to the Contractor‟s negligence or

wilful misconduct, the Owner shall be entitled to claim instead of Contract
Price reduction under (b) above or rescission under (c) above indemnification
for non-performance of the Contract.

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13.1.2 Exercise of any one of the above rights does not impede cumulative exercise of the
others.

13.1.3 The cost of all Works undertaken by the Contractor for the remedy of Defects of the
Works pursuant to Clause 13.1 [Owner‟s Rights – Parties‟ Termination Rights] above
(such as, indicatively, labour, engineering, supervision, tools, Equipment and
Materials), including the removal, replacement or reinstallation of conforming Works
or Materials or Equipment, and the cost of transporting repaired items to and from the
Site, shall be borne solely by the Contractor. The Contractor shall perform such
remedial Works in a timely manner, consistent with the Owner‟s reasonable
requirements. The corrected or re-performed Works and any repaired, replaced or
modified item of Materials or Equipment and/or the Works itself shall also be covered
by the Contractor‟s warranties of Clause 4.29 [Contractor‟s Warranties] of the
Conditions.

13.1.4 Final Delivery Clause 12.1 [Parties‟ Liabilities] of the Conditions will apply to the
Contractor‟s liability.

13.2 Termination by the Owner for Convenience

13.2.1 The Contract may be terminated at the Owner‟s sole discretion at any time until the
Provisional Delivery of the Works with written notice within the days stipulated in the
Particular Conditions. Upon receipt of notice, the Contractor shall promptly take all
reasonably necessary steps to effect cessation of the Works as directed therein. If the
Contractor has performed his obligations under the Contract until the date that
termination takes effect, the Owner will pay to the Contractor the Contract Price
correspondence to the portion of the Works carried out until early termination of the
Contract taking effect. The Contractor‟s invoice for the portion of the Contract Price
due in the event of termination must be supported by sufficient records and
documentation to enable the Owner to verify the amount claimed by the Contractor.
The parties agree not to be bound by what is established in Article 1792 of the
Dominican Civil Code, and instead agree that upon termination pursuant to this
Clause, the Owner shall have no further obligation to the Contractor in respect of the
terminated Contract, except for his obligations as described above.

13.3 Termination by Either Party

13.3.1 Without prejudice to any specific termination rights granted to either Party pursuant to
the provisions in the Agreement or the Conditions, in the event that either Party shall
be in breach of any provision of the Contract, all of them being considered as
material, and shall fail to cure such breach within the days stipulated in the Particular
Conditions, the non-defaulting Party shall be entitled to terminate the Contract upon
expiration of the above deadline without sufficient remedy of the breach with
immediate effect. The defaulting Party shall be liable to the other for all costs and
damages incurred as a result of the breach.

13.3.2 In the event that either Party is wound up, dissolved, liquidated or adjudicated
bankrupt or subject to bankruptcy proceedings or any other similar proceedings or act
or event, which under the applicable legislation has a similar effect to such acts or
events or is unable to pay its debts as they become due, the other Party may
immediately terminate the Contract.

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13.3.3 In the event that the Party terminating the Contract is the Owner, upon the
termination taking effect the Owner shall be entitled to take possession of the Works
and complete it by whatever method the Owner may deem appropriate. Without
prejudice to the foregoing, the Owner may pay and/or employ any Suppliers or
Subcontractors of the Contractor and deduct any sums paid from payments otherwise
due to the Contractor or recover these amounts. The Contractor shall be liable to the
Owner to the extent that the cost of completion exceeds the Contract Price. Nothing
in this Clause 12.1 [Parties‟ Liabilities] shall be deemed to limit the Owner‟s rights at
Law.

13.4 Termination by the Contractor

13.4.1 In case of suspension of the Works by the Owner, as per Clause 7.7 [Suspension of
the Works by the Owner] of the Conditions, exceeding the time stipulated in the
Particular Conditions, the Contractor shall be entitled to terminate the Contract in the
time stipulated in the Particular Conditions, unless the suspension of the Works was
decided by the Owner for reasons attributed to the Contractor. In the event of
termination of the Contract by the Contractor due to suspension of the Works not
attributed to the Contractor, the Contractor shall be entitled to payment of the portion
of the Contract Price corresponding to the Works carried out until early termination of
the Contract taking effect.

13.4.2 The Contractor‟s right to terminate the Contract pursuant to Clause 13.4 [Termination
by the Contractor] above ceases if the Owner orders the continuation of the Works or
the reasons for suspension of the Works cease to exist before the expiration of the
deadline, after which termination takes effect according to Clause 13.4 [Termination
by the Contractor].

14 Risks and Responsibilities

14.1 Intellectual Property Rights

14.1.1 All drawings, Designs, Technical Specifications, work-papers, photographs, sketches,

software and all other documents, Submittals or data prepared by or for the
Contractor or furnished to the Contractor in the course of or related to the Works and
all related Intellectual and Industrial Property Rights shall belong to the Owner from
the time of their creation, and the Contractor waives all its relevant rights to the fullest
extent permitted by the applicable Law. The Contractor hereby acknowledges that the
amounts payable by the Owner pursuant to the Contract shall be the Contractor‟s
complete consideration for the transfer of the Works, all Drawings, Designs,
Blueprints and other documents, Submittals and data and the related Intellectual and
Industrial Property Rights to the Owner.

14.1.2 The Contractor warrants that, with the exception of Designs, Drawings and other
documents supplied to the Contractor by the Owner, the Works is the original Works
of the Contractor or his personnel or his Subcontractors or personnel thereof and
does not infringe any Intellectual or Industrial Property Rights of third parties. The
Contractor shall require that all relevant personnel and Subcontractors (save for
registered patents developed prior to performing the Works or developed
independently from the Works) assign in advance all relevant Intellectual and
Industrial Property Rights to the Owner and waive all their relevant rights relating to

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 the Works they create, to the extent permitted by the Law governing such rights. The
Contractor warrants that he shall procure that the Works and the related Intellectual
and Industrial Property Rights shall not be used for, or revealed, divulged or made
known to, any person or legal entity without the prior written consent of the Owner,
provided that the Contractor shall, without such consent, be entitled to reveal or
divulge information if and to the extent required by Law or any competent
governmental authority. The Contractor shall also be entitled without the Owner‟s
consent to reveal such information on a need-to-know basis to his personnel,
Subcontractors, Suppliers and personnel thereof for the purpose of performing the
Works under the Contract, provided that the Contractor ensures that the above
persons will provide the warranties provided by the Contractor pursuant to the
present Clause. Upon the Owner‟s request, the Contractor shall provide the Owner
with all documents, data etc including the revealed information, together with any
reproductions of such data that Contractor or his Subcontractors or Suppliers may
have made.

14.1.3 The Contractor shall hold harmless and indemnify the Owner from and against all
claims and proceedings for or on account of infringement of any patent rights, design
trademark or name or other protected rights in respect of any Contractor‟s Equipment,
Materials or Drawings, Designs, software, data and any documents used for or in
connection with or for incorporation in the Works and from and against all damages,
costs, charges and expenses whatsoever in respect thereof or in relation thereto,
except where such infringement results from compliance with Designs or Drawings or
data provided by the Owner.

15 Insurances

15.1 Contractor’s Insurances

15.1.1 The Contractor undertakes the obligation to obtain at his own responsibility and cost
with a company or companies acceptable to the Owner “Contractor‟s All Risk”
Workmen‟s Compensation and Public / Third Party Liability Insurances‟ as defined in
the Particular Conditions and all other required insurances to cover all loss below the
deductible. This insurance will include coverage for the Works, Equipment, Materials,
Plant, and Machinery for incorporation into the Works at replacement cost for the
whole period as of the Commencement Date until the date of execution of the Final
Delivery Certificate with cover no less than the limits specified within the Particular
Conditions.

15.1.2 The Contractor shall obtain at his own responsibility and cost and ensure that his
Subcontractors and Suppliers shall obtain, pay for, and keep in force as of the
Commencement Date until the date of execution of the Final Delivery Certificate,
unless otherwise provided for in the Contract, the insurances, detailed within the
Contract, with an insurance company or companies acceptable to the Owner.

15.1.3 The Contractor is obliged to insure with any competent social security organization all
personnel employed by the Contractor pursuant to the applicable Law. The above
obligation applies to all types of personnel, both Dominican Republic and foreign,
employed in relation to the Works under any labour relationship whatsoever. The
Contractor shall further ensure that all personnel, both Dominican Republic and
foreign, employed in relation to the Works under any labour relationship whatsoever

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 by the Contractor‟s Subcontractors, Suppliers, consultants or Assignees of any type
will be insured with any other competent social security organization.

15.1.4 In addition to the above, the Contractor shall obtain at his own responsibility and cost,
and ensure that his Subcontractors, Suppliers and Assignees shall obtain, pay for
and keep in force while performing the Works under the Contract, an Owner liability
insurance with an insurance company or companies acceptable to the Owner with
regard to the personnel and companies employed in relation to the Works and the
companies listed under Clause 15.1.15 covering the amount of indemnification owed
due to accidents, beyond the indemnification paid by competent social security
organizations.

15.1.5 The Contractor shall obtain at his own responsibility and cost, and ensure that his
Subcontractors, Suppliers and Assignees shall obtain, pay for and keep in force as of
the Commencement Date until the date of execution of the Final Delivery Certificate,
comprehensive automobile liability insurance covering all vehicles used by the
Contractor and his Subcontractors, Suppliers and Assignees in connection with the
Works, including rental and non-owned vehicles with a minimum limit of indemnity as
required by the applicable Law for any one occurrence or series of occurrences.

15.1.6 The Contractor shall obtain at his own responsibility and cost, and ensure that his
Subcontractors, Suppliers and Assignees shall obtain, pay for and keep in force as of
the Commencement Date until the date of execution of the Final Delivery Certificate,
property insurance for Plant, tools or other Equipment owned or leased by the
Contractor or his Subcontractors, Suppliers and Assignees and Temporary Site
Facilities to be used for the needs of the Works for a sum sufficient for their
replacement with new Plant, tools, Equipment or Temporary Site Facilities of
equivalent type and capacity at the Site. The relevant list showing the features and
identity of the corresponding Plant, tools, or Equipment shall be attached to the
Insurance Policy. The above Plant, tools, and Equipment shall be insured against any
loss or damage due to Force Majeure, human error, and/or casual events. The
insurance of the above Plant, tools, and Equipment shall also cover the movement,
transportation, and necessary manoeuvring of above Plant, tools and Equipment
to/from and within the Site.

15.1.7 The Contractor shall obtain at his own responsibility and cost, and ensure that his
Subcontractors, Suppliers and Assignees shall obtain, pay for and keep in force while
performing the Works transportation, insurance against all risks to cover the total
value of transported items (Materials, Equipment, Machinery and Plant etc)
originating from abroad and/or from the Dominican Republic to the Site. Transported
items shall be insured for the entire duration of the transportation until they are
unloaded at the Site, at which time they will come under either the “All Risk”
Insurance Policy as provided for under the required Insurance Policy or the insurance
obtained by the Contractor.

15.1.8 The Contractor shall furnish evidence of insurance to the Owner in a form acceptable
to the Owner evidencing that the above insurances are in effect and otherwise that
the Contractor complies with the requirements of this Clause. All expenses for the
required insurances under Clause 15 [Insurances] are borne by the Contractor and
are not paid for separately by the Owner since they are deemed to be included in the
Contract Price.

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15.1.9 The Contractor shall cause its insurers to waive all rights of subrogation against the
Owner, and the Owner‟s officers, directors and employees and add the Owner as
additional insured in the respective Insurance Policies. The Contractor shall require
its insurance brokers to give the Owner the number of day‟s prior written notice as
stipulated in the Particular Conditions of any Material change or alteration in or
cancellation of any policy of insurance required pursuant to the Contract.

15.1.10 Maintenance by the Contractor of the insurance required herein shall in no way be
interpreted as relieving the Contractor of any other obligations it may have under the
Contract.

15.1.11 The Contractor is not precluded from obtaining any additional insurance, should he
be required to so, over and above the insurance obtained pursuant to the
requirements of the Contract.

15.1.12 The Contractor shall maintain insurance cover up to and including the date of issue of
the Final Delivery Certificate or, if earlier, the date of termination of the Contract.

15.1.13 The Contractor‟s All Risk Insurance shall provide cover against, but not be limited to,
any physical loss or damage to the executed temporary or permanent Works,
temporary or permanent site facilities of all kind, Equipment, Plant, Machinery,
Materials, professional fees and against the cost of the removal and disposal of
debris and of any shoring and propping of the Works which results from such a
physical loss or damage.

15.1.14 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 policies in accordance with the Contract, the Owner may effect insurance
for the relevant coverage and pay the premiums due. The Owner shall recover all
premiums paid by the Owner from the Contractor and the Contract Price shall be
adjusted accordingly.

15.1.15 Each insurance policy hereunder to be maintained under the Contract by the
Contractor (and/or Subcontractor) shall name as Additional Beneficiary, in addition to
any others required to be named by the Contractor, the Owner, and the Additional
Beneficiary companies named within the Particular Conditions. If the Additional
Beneficiaries have other insurance which is applicable to the loss, such other
insurance shall be on an excess or contingent basis. The amount the Contractor‟s
insurance shall not be reduced by the existence of such other insurance.

16 Bonds

16.1 Performance Bond

16.1.1 As security for the performance of the Contractor‟s obligations under the Contract, the
Contractor shall provide to the Owner an irrevocable, “on demand” Performance
Bond issued by a first class bank approved by the Owner, equal to the percentage
specified in the Particular Conditions according to the provisions of the Contract
which shall remain valid until the execution of the Final Delivery Certificate. The
Owner shall return the Performance Bond to the Contractor once the Final Delivery
Certificate has been issued. The Contractor shall be responsible for the cost of
obtaining and maintaining in force the Performance Bond.

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17 Force Majeure

17.1 Definition of Force Majeure

17.1.1 A delay in or failure of performance by either Party of any of its obligations under the
Contract shall not constitute a default in that Party‟s obligations to the extent that
such delay in or failure of performance results from any cause, which is beyond the
Party‟s reasonable control, and which is unavoidable notwithstanding the reasonable
care of the relevant Party, including but not limited to Acts of God, war, riot, civil
commotion, fire, acts or omissions attributable to anyone not under its direct control (a
“Force Majeure Event”).

17.1.2 Delay in or failure of performance by Contractor resulting from delay or failure by

Suppliers or Subcontractors shall not be deemed to have been caused by a Force
Majeure Event, unless the Supplier‟s or Subcontractor‟s delay or failure has resulted
from a Force Majeure Event and the Contractor has been unable to find another
source of supply/another Subcontractor despite his reasonable efforts to do so. In no
event shall strikes or other labour disturbances affecting employees of the Contractor
or his Subcontractors or Suppliers or adverse weather conditions or shortage of
labour or Materials be considered a Force Majeure Event.

17.2 Notification of Force Majeure

17.2.1 The Party affected by any Force Majeure Event shall promptly notify the other of the
Force Majeure Event for delay or failure to perform within the days stipulate in the
Particular Conditions following the commencement of such Force Majeure Event. The
Party failing to notify the Force Majeure Event shall not be entitled to rely on such
Force Majeure Event for an extension to the Detailed Programme or adjustment of
the Contract Price. The affected Party shall keep the other Party informed as to any
new developments pertaining to such Force Majeure Event. The affected Party shall
use all reasonable efforts to minimize the adverse effects of such Force Majeure
Event. If the Force Majeure Event persists for more than the number of months
stipulated within the Particular Conditions either Party shall be entitled to terminate
the Contract.

18 Confidential Information

18.1 Confidentiality

18.1.1 It is explicitly and unconditionally agreed that throughout the duration of the Contract
and following its termination or expiry, the Contractor is obliged not to disclose to any
third party, or make use of any, confidential information of the Owner.

18.1.2 Confidential information may be of any kind or form and may contain details including
but not limited to all information and know-how, the Drawings, Designs, Technical
Specifications, and other Material provided by the Owner to the Contractor or
prepared by the Contractor pursuant to the Contract. All reasonable endeavours shall
be used to ensure that the Parties shall comply with the provisions of the present
Confidentiality clause. In case of breach of his confidentiality obligation, the
Contractor will be obliged to reimburse all damage incurred by the Owner due to the
breach.

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19 Miscellaneous

19.1 Amendments

19.1.1 No amendment of any of the provisions of the Contract will be binding upon the
Parties unless made in writing and signed by an authorized representative of both the
Contractor and the Owner.

19.2 Severability

19.2.1 If any provision of the Contract is held by a Court of competent jurisdiction to be

illegal, invalid, or unenforceable, the remaining provisions of the Contract shall remain in
full force and effect.

19.3 Personal Data Legislation

19.3.1 The Contractor hereby consents to the Owner‟s right to use personal data pertaining
to the Contractor (provided that the Contractor is a natural person), or the
Contractor‟s Directors, personnel, Subcontractors, Suppliers and personnel thereof,
which (personal data) is necessary to be collected and maintained within the context
of the contractual relationship created between the Owner and the Contractor
pursuant to the Contract and within the context of any future contractual relationship
that may arise between the Parties as regards the performance of the Works, as well
as for the protection of the Owner‟s interests. The Contractor hereby grants his
consent to any future notification / announcement of the aforementioned personal
data towards the below recipients:

a) To any Company affiliated to the Owner;

b) To any Public Authority and any Court under the provision that this obligation
of notification comes from the National Law or any judicial decision, or from
the Owner‟s need to act and protect its rights, as these are defined in the
present Contract;

c) To the insurance Companies and insurance agents the Owner cooperates

with; and

d) To Attorneys at Law, Notary Public and Court Bailiffs in relation to any kind of
claims that the Owner should have in relation to the present Contract.

19.4 Non-waiver

19.4.1 The failure by either Party to exercise or the delay in exercising a right or remedy
under the Contract shall not constitute a waiver of the right or remedy or a waiver of
any other rights or remedies and no single or partial exercise of any right or remedy
under the Contract shall prevent any further exercise of the right or remedy or the
exercise of any other right or remedy.

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20 Claims, Disputes, and Jurisdiction

20.1 General
20.1.1 The terms and conditions of the Contract shall be governed by and construed in
accordance with the Laws of the Dominican Republic.

20.2 Contractor’s Claims

20.2.1 Notwithstanding any other provision of the Contract, if the Contractor intends to claim
any additional payment pursuant to any provision of the Contract, he shall give notice
of his intention to the Owner, within the number of days stipulated in the Particular
Conditions after the event giving rise to the claim. Within the number of days
stipulated in the Particular Conditions, after the above notification the Contractor shall
send to the Owner a statement with detailed particulars of the amount claimed and
the grounds, on which the claim is based, accompanied by substantiating evidence.
Claims made after expiration of the aforementioned deadline shall not be accepted.
Where the event giving rise to the claim has a continuing effect, such statement shall
be considered to be an interim statement, and the Contractor shall, at such intervals
as the Owner may reasonably require, send further interim statements giving the
accumulated amount of the claim and any further grounds, on which the claim is
based. In cases where interim statements are sent to the Owner, the Contractor shall
send the Final Statement within the number of days stipulated in the Particular
Conditions of the end of the effect of the event giving rise to the claim.

20.2.2 If the Contractor fails to give notice of a claim within such period stated in Clause
20.2.1, the Time for Completion shall not be extended, the Contractor shall not be
entitled to additional payment, and the Owner shall be discharged from all liability in
connection with the claim. Otherwise, the following provisions of this clause shall
apply.

20.2.3 The Contractor shall also submit any other notices which are required by the
Contract, and supporting particulars for the claim, all as relevant to such event or
circumstance.

20.2.4 Pending final resolution of a Contractor‟s claim, the Contractor shall proceed diligently
with the performance of the Contract.

20.2.5 The Contractor shall not be entitled to an increase in the Contract Price by reason of
increase of cost (for labour and/or Material etc) or any other matters affecting the cost
of the Works the reason being that the Contractor submitted his Tender for the Works
after having drafted a detailed budget of estimation of all elements of the Works
based on the information provided by the Owner and in accordance with Clause 4.16,
the accuracy of which the Contractor guarantees,.

20.3 Amicable Settlement

20.3.1 Where disputes arise within the Contract, the Party raising the dispute shall issue to
the other Party a document titled “Notice of Dissatisfaction” highlighting the dispute
and providing all necessary documentation relating to the dispute for the
consideration of the other Party,

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20.3.2 Where Notice of Dissatisfaction has been given under the provisions of the Contract,
both Parties shall, within the number of days stipulated within the Particular
Conditions, attempt to settle the dispute amicably before submitting to the competent
Court of the Dominican Republic. However, unless both Parties agree otherwise, the
submission to the competent Court of the Dominican Republic may be commenced
on or after the sixtieth day after the day on which notice of dissatisfaction was given,
even if no attempt at amicable settlement has been made.

20.4 Jurisdiction

20.4.1 All disputes arising out of or in connection with the Contract shall be finally settled in
the Courts of the Dominican Republic, which shall be exclusively competent for its
resolution.

20.4.2 In the event proceedings arising out of this contract are commenced before the courts of
the Dominican Republic, including the event of soliciting from a Dominican court an
exequatur of a judgment rendered by any court abroad, the Contractor waives the
right to demand that the Owner post the judicatum solvi bond or any other security to
guarantee payment of the costs and damages resulting from such proceedings, as
may be required under Articles 16 of the Civil Code of the Dominican Republic, and
166 and 167 of the Civil Procedure Code of the Dominican Republic.

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