CONTRACT FOR WORKS ENGINEERING, SUPPLY, DELIVERY, INSTALLATION, TESTING AND COMMISSIONING OF ONE (1) AUTOMATIC VOLTAGE REGULATOR (AVR) OF MALITBOG BOTTOMING POWER PLANT EDC 16-061 CONDITIONS OF CONTRACT ENERGY DEVELOPMENT CORPORATION (Owner) ABB PTE LTD. (Contractor) “ONTRACT FOR WORKS ENGINEERING, SUPPLY, DELIVERY, INSTALLATION, TESTING AND COMMISSIONING OF ONE (1) AUTOMATIC ERG VOLTAGE REGULATOR (AVR) OF MALITBOG BOTTOMING POWER PLANT between EDC and ABB PTE LTD.‘TABLE OF CONTENTS 1. GENERAL PROVISIONS... 1.1 DEFINITIONS... 1.2 INTERPRETATION ... 13. COMMUNICATIONS 1.4 LAWAND LANGUAGE. 1.5 PRIORITY OF DOCUMENTS. 3.6 CONTRACT AGREEMENT. 1.7 ASSIGNMENT. 1.8 CARE AND SUPPLY OF DOCUMENTS. 1.9 OWNER'S USE OF CONTRACTOR'S DOCUMENTS... 1.10 CONTRACTOR'S USE OF OWNER’S DOCUMENTS. 4.11 CONFIDENTIAL DETAILS 1.22 COMPLIANCE WITH LAWS.. 1.23 JOINT AND SEVERAL LABILITY. 2 RIGHT OF ACCESS TO THE SIT 2.2 PERMITS, LICENSES OR APPROVALS... a 2.3. OWNER'S PERSONNEL. en sen 2A OWNER'S CLAIMS nnn 2.5 OWNER'S REPRESENTATIONS AND WARRANTIES... 3 nn 3.1. ENGINEER'S DUTIES AND AUTHORITY. 32 DELEGATION BY THE ENGINEER... 3.3. INSTRUCTIONS OF THE ENGINEER... 3.4 REPLACEMENT OF THE ENGINEER. 3.5 DETERMINATION: 4 THE CONTRACTOR. 4.1 CONTRACTOR'S GENERAL OBLIGATIONS.. 4.2 PERFORMANCE SECURITY. 43. CONTRACTOR'S REPRESENTATIVE sone 4.4 SUBCONTRACTORS. 4.5 NOMINATED SUBCONTRACTORS 4.6 COOPERATION AND COORDINATION WITH RELATED WORKS CONTRACT FOR WORKS ENGINEERING, SUPPLY, DELIVERY, INSTALLATION, TESTING AND COMMISSIONING OF ONE (1) AUTOMATIC™ VOLTAGE REGULATOR (AVR) OF MALITBOG BOTTOMING POWER PLANT between EDC and ABE PTE LTD. sa ATBT SETTING OUT neanone 48 SAFETY PROCEDURES..... 49 QUALITY ASSURANCE. AAO SITE DATA cnn 4.11 SUFFICIENCY OF CONTRACT PRICE... 4.12 RIGHTS OF WAY AND FACILITIES. 4.33 AVOIDANCE OF INTERFERENCE. 414 ACCESS ROUTE 4.15 TRANSPORT OF GOODS AND EQUIPMENT . 4.46 CONTRACTOR'S EQUIPMENT 4.17 PROTECTION OF THE ENVIRONMENT. 4,18 SITE SERVICES AND FACILITIES won 4.49. PROGRESS REPORTS. 4.20 SECURITY OF THE SITE... 4.21. CONTRACTOR'S OPERATIONS ON SITE 4.22 FOSSILS. 7 4.23. CONTRACTOR'S REPRESENTATIONS AND WARRANTIES, 5 DESIGN. eee 26 5.1 GENERAL DESIGN OBLIGATIONS... 26 5.2 CONTRACTOR'S DOCUMENTS. 26 5.3 CONTRACTOR'S UNDERTAKING 27 5.4 TECHNICAL STANDARDS AND REGULATIONS .. 27 5.5 AS:BUILT DOCUMENTS. sn 2B 5.6 OPERATION AND MAINTENANCE MANUALS. 2B 5.7 DESIGN ERROR... 28 6 STAFF AND LABOUR. ee 7 2B 6.1 ENGAGEMENT OF STAFF AND LABOUR 2B 6.2 RATES OF WAGES AND CONDITIONS OF LABOR. 28 63 PERSONS IN THE SERVICE OF OWNER .. 28 64 LABOUR LAWS.... 29 65 WORKING HOURS... ance 29 6.6 FACILITIES FOR STAFF AND LABOUR. 6:7 HEALTH AND SAFETY cons 68 CONTRACTOR'S SUPERINTENDENCE. 69 CONTRACTOR'S PERSONNEL : 6:10 RECORDS OF CONTRACTOR'S PERSONNEL AND EQUIPMENT. 2 EDC 16-061 Pi Dhr Snwons eS) ENGINEERING, SUPPLY, DELIVERY, INSTALLATION, TESTING AND COMMISSIONING OF ONE (1) AUTOMATIC™ VOLTAGE REGULATOR (AVR) OF MALITBOG BOTTOMING POWER PLANT between EDC and ABB PTELTD, LRG.6.11 DISORDERLY CONDUCT... 7 GOODS AND WORKMANSHIP... 7.1 MANNER OF EXECUTION, 7.2 SAMPLES. 73° INSPECTION... 74 TESTING... 7.5 REJECTION... 7.6 REMEDIAL WORK 7:7 TRANSFER OF TITLE AND RISK OF LOSS... 78 ROYALTIES 8 COMMENCEMENT, DELAYS AND SUSPENSION 8.1 COMMENCEMENT OF WORKS... 82 TIMEFOR COMPLETION. 83 PROGRAM 84 EXTENSION OF TIM 85 DELAYS CAUSED BY AUTHORITIES... 8.6 RATE OF PROGRESS... 87 DELAY DAMAGES., 8.8 SUSPENSION OF WORK.. 8.9 CONSEQUENCES OF SUSPENSION. 8.10 PAYMENT FOR MATERIALS IN EVENT OF SUSPENSION .. 8.11 PROLONGED SUSPENSION. 8.12 RESUMPTION OF WORK... 9 TESTS ON COMPLETION. 9.1 CONTRACTOR'S OBLIGATIONS. 9.2 DELAYED TESTS. 93 RETESTING. 9.4 FAILURETO PASS TESTS ON COMPLETION .. 9.5 PASSING THE TESTS ON COMPLETION. 9.6 __ INTERFERENCE WITH TESTS ON COMPLETION 10 owner’S TAKING OVER. .venn 10.1 TAKING OVER OF THE WORKS AND SECTIONS... 10.2 GUARANTEES AND PROCEDURES FOR TESTS AFTER COMPLETION. sn 32 i io aie 105 _FALURETO PASS TESTS APTERCOMPLETIN EDC 16-061 Pag roe onus RES ENGINEERING, SUPPLY, DELIVERY, INSTALLATION, TESTING AND COMMISSIONING OF ONE (1) AUTOMATIC ‘VOLTAGE REGULATOR (AVR) OF MALITBOG BOTTOMING POWER PLANT between EDC and ABB PTELTD. LAG10.6 PASSING THE TESTS AFTER COMPLETION. 10.7. INTERFERENCE WITH TESTS AFTER COMPLETION... 11 DEFECTS LABILITY. i: a 11.1 COMPLETION OF OUTSTANDING WORK AND REMEDYING DEFECTS.. 11.2 COST OF REMEDYING DEFECTS.. 11.3 EXTENSION OF DEFECTS NOTIFICATION PERIOD nnn 11.4 FAILURE TO REMEDY DEFECTS... 115 REMOVAL OF DEFECTIVE WORK. LLG FURTHER TESTS sas 1L7 RIGHT OF ACCESS nun 118 CONTRACTOR TO SEARCH. 119 PERFORMANCE CERTIFICATE 14.10 UNFULFILLED OBLIGATIONS.. 11.21 CLEARANCE OF SITE... — 11.12 SOFTWARE... sn 11.43 DEFECTS LIABILITY CONDITIONS. 12 ISSUANCE OF COMPLETION CERTIFICATE. 12.1 COMPLETION OF THE WORKS. 13. VARIATIONS AND ADJUSTMENTS. 13.1 RIGHT TOVARY... 132 VALUE ENGINEERING 13,3 VARIATION PROCEDURE 13.4 CONSEQUENCES OF VARIATION... 13.5 PAYMENTIN APPLICABLE CURRENCIES 136 © DAYWORK i 13.7. ADJUSTMENTS FOR CHANGES IN LEGISLATION 13.8 ADJUSTMENTS FOR CHANGES IN COST 14 CONTRACT PRICE AND PAYMENT, 44,1 THE CONTRACT PRICE, ant 14,2 APPLICATION FOR INTERIM PAYMENT CERTIFICATES 14.3 ISSUE OF INTERIM PAYMENT CERTIFICATES, 144 PAYMENT id ABS NOTUSED renin 146 STATEMENT AT COMPLETION..... cel 14.7 APPLICATION FOR FINAL PAYMENT CERTIFICATE $6 14.8 DISCHARGE... 56 EDC 16-061 CONTRACT FOR WORKS ENGINEERING, SUPPLY, DELIVERY, INSTALLATION, TESTING AND COMMISSIONING OF ONE (1) AUTOMATIC VOLTAGE REGULATOR (AVR) OF MALITBOG BOTTOMING POWER PLANT between EDC and ABB PTELTD. LRG14.9 ISSUE OF FINAL PAYMENT CERTIFICAT 10.10 CESSATION OF OWNER'S LIABILITY... 414.11 CURRENCIES OF PAYMENT... 15 TERMINATION BY OWNER... 15.1 NOTICE TO CORRECT... 15.2. TERMINATION BY OWNER 15.3. VALUATION AT DATE OF TERMINATION. 15.4 PAYMENT AFTER TERMINATION. 35.5 OWNER'S ENTITLEMENT TO TERMINATION... 16 SUSPENSION AND TERMINATION BY CONTRACTOR om 16.1 CONTRACTOR'S ENTITLEMENT TO SUSPEND WORK... 16.2 TERMINATION BY CONTRACTOR. 16,3 CESSATION OF WORK AND REMOVAL OF CONTRACTOR'S EQUIPMENT... 16.4 PAYMENT ON TERMINATION... 17 RISK AND RESPONSIBILITY 17. INDEMNITIES... 17.2. CONTRACTOR'S CARE OF THE WORKS... 173 OWNER'S RISKS. 174 CONSEQUENCES OF OWNER'S RISKS. 17.5 INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS... 176 —_ UMITATION OF LIABILITY. 18 INSURANCE 19 FORCE MAJEURE, 19.1 DEFINITION OF FORCE MAJEURE..... 19.2. NOTICE OF FORCE MAJEURE.. 19.3. DUTYTO MINIMIZE DELAY. 19.4 CONSEQUENCES OF FORCE MAJEURE 195 FORCE MAJEURE AFFECTING SUBCONTRACTOR 19.6 OPTIONAL TERMINATION, PAYMENT AND RELEASE... 19.7 __ RELEASE FROM PERFORMANCE UNDER THE LAW. 20 CLAIMS, DISPUTES AND ARBITRATION 20.1 CONTRACTOR'S CLAIMS... 202 _ DISPUTES.. 21 CONFIDENTIAUTY. 22. HAZARDOUS WASTE... CONTRACT FOR WORKS ENGINEERING, SUPPLY, DELIVERY, INSTALLATION, TESTING AND COMMISSIONING OF ONE (1) AUTOMATIC ‘VOLTAGE REGULATOR (AVR) OF MALITBOG BOTTOMING POWER PLANT between EDC and ABB PTELTD.24 SOFTWARE LICENSE, 25. SURVIVAL... 26 INDEPENDENT CONTRACTOR .. 27 NOWAIVER.. 28 SEVERABILITY 29 SIGNING IN COUNTERPARTS. Beeese eae ons eB ENGINEERING, SUPPLY, DELIVERY, INSTALLATION, TESTING AND COMMISSIONING OF ONE (1) AUTOMATIC VOLTAGE REGULATOR (AVR) OF MALITBOG BOTTOMING POWER PLANT between EDC and ABB PTELTD. LRG“This Contract for Works (the “Contract ie entered into this" say of OCF 0x6 by and among: [ENERGY DEVELOPMENT CORPORATION, 2 corporation duly organized and existing ‘under and by virtue ofthe laws of the Republic ofthe Philippines with office address at, _38"” flaor One Corporate Centre, Julla Vargas Avenue corner Meralco Avenue, Ortigas Center, Pasig City, Metro Manila, Philippines, represented herein by its Senior Vice President, OOMINADOR M. CAMU, IR. (hereinafter referred to 2s the "Owner”), -and- [ABB PTE. {TD,, a limited fability company duly organized and existing under and by virnie of the laws of the Singapore, with office address at 2 Ayer Rajah, Crescent, Singapore 139935 represented herein by its Regional Soles Manager, ELTON Ub {hereinafter referred to asthe “Contractor” Recitals: 2) WHEREAS, the Contractor Is @ reliable supplier of geothermal power plant brushless excitation systems and has established expertise in the engineering, manufacture and retrofit of Automatic Voltage Regulators (AVR) of similar brands and complexity to the Works that shall be undertaken ‘under this Contract, in the Philippines and other parts of the world; 1b} WHEREAS, the Contractor has extensive experience and track record in the successful migration of Original Equipment Manufacturer (OEM) AVRs to Its offered Contractor's AVR models; ©) WHEREAS, the Owner requires that certain works be undertaken by the Contractor, specifically, the engineering, supply, delivery, installation, testing and commissioning of new AVR, installation of ‘excter rotor ground fault detectors and other works needed to successfully retrofit the existing power plant OEM AVRs and restore or improve the existing AVR functions as further described in the. ‘Owner's Requirements; and <4) WHEREAS, the Contractor has offered to undertake such Works, and the Owner has accepted such ‘offer, subject to the terms and conditions ofthis Contract, NOW THEREFORE, for and In consideration of the foregoing premises and the mutual covenants hereinafter set forth, the Parties hereby agree as follows: 1 GENERAL PROVISIONS aa FINITIONS. Inthis Contract, the following words and expressions shall have the meanings stated. 1.44 THE CONTRACT pendix" “Appendices” means the document(s) entitled appencices/appendx and its annexes Which are included as appendices to the Contract. qiaa 1.4.4.2 "Contract" means the Contract for Works, the Appendices, the Schedules, the annexes and the attachments EDC 16-061 ‘CONTRACT FOR WORKS = ENGINEERING, SUPPLY, DELIVERY, INSTALLATION, TESTING AND COMMISSIONING OF ONE (1) AUTOMATIC LRG ‘VOLTAGE REGULATOR (AVR) OF MALITBOG BOTTOMING POWER PLANT between EDC and ABE PTELTD.1.4.13 “Contract Particular” means the document entitled contract particulars and which is included in this Contract as Appendix & [Contract Particulars} 1.1.1.4 “Contractor's Proposal” means the document/s submitted by the Contractor to the Owner for purposes of tendering this Contract which Is incorporated as Appendix S [Contractor's Proposal] to the Contract. L115 "Owner's Requirements” means the document entitled Owner's requirements, which i Incorporated as Appendix B to the Contract, and any additions and modifications to such document in accordance with the Contract. Appendix B specifies the purpose, scope, and/or design and/or other technical criteria, for the Works. "Schedules" means the documents entitled Schedules 3s included inthe Contract. NOT USED - NOT USED - 1.1.2 PARTIES AND PERSONS 4.1.2.1 "Contractor" means the person(s) named as contractor in Appendix A [Contract Particulars] and the legal successors in ttle to each such person, subject always to the requirement under Sub-Cause 1.13 Loin and Several Liaity 1.1.2.2 “Contractor's Personne!" means the Contractor's Representative and all personnel whom the Contractor utilises on Site, who may include the staff, labour and other employees of the Contractor and of each Subcontractor; and any other personnel assisting the Contractor inthe execution of the Works. 1.1.23 "Contractor's Representative" means the person named by the Contractor In the Contract or ‘eppointed from time to time by the Contractor under Sub-Clause 4.3 [Contractor's Representative), Who acts on behalf of the Contractor. “Engineer” means the person appointed by the Owner to act 2s the Engineer forthe purposes of the Contract and named in Appendix A [Contract Particulars} or other person appointed from time to time by the Owner and notified to the Contractor under Sub-Clause 3.4 [Replacement of the Engineer} “owner” means the person named as owner in Appendix A {Contract Particulars] and the legal successors intitle to each such person. 11.2.6 "Owner's Personnel” means the Engineer, the assistants referred to in Sub-Clause 3.2 [Delegation by the Engineer\ and al other staff, labour and other employees ofthe Engineer and of the Owner; and ‘any other personne notified to the Contractor, by the Owner or the Engineer, as owner's personnel. 1.4.2.7 "Party’ means the Owner or the Contractor, a8 the context requires. 1.3.2.8 “Subcontractor” means any person named in the Contract as a subcontractor, or any person appointed as a subcontractor, for a part of the Works; and the legal successors in ttle to each of these persons. 1.41.3. DATES, TESTS, PERIODS AND COMPLETION "Base Date” means the date of execution of the Contract. EDC 16-061 ‘CONTRACT FOR WORKS = ENGINEERING, SUPPLY, DELIVERY, INSTALLATION, TESTING AND COMMISSIONING OF ONE (1) AUTOMATIC LRG ‘VOLTAGE REGULATOR (AVR) OF MALTTBOG BOTTOMING POWER PLANT between EDC and ABE PTELTD.1139 11342 4aa33 aaaa7 aa3as 143.9 EDC 16-061 Ped) — CONTRACT FOR WORKS “Certificate of Work Completion” means the certificate issued by Owner confirming completion of 3 ‘milestone. The interim Payment Certificate and Final Payment Certificate are issued in the form of 9 Certification of Work Completion. “commencement Date” is defined in Sub-Clause 8.2 {Commencement of Works}. “completion Certificate” means the certificate issued under Clause 12 [lssuonce of Completion certificate. "day" means a calendar day and “year” means 365 days or 366 days incase ofa leap year. “Defects Notification Period” means each period for notifying Defects in the Works or a Section (as the case may be) under Sub-Clause 11.3 [Completion of Outstanding Work and Remedying Defects}, 25 stated in Appendix A [Contract Particulars} (with any extension under Sub-Ciause 11.3 [Extension of Defects Notification Period). "Delay Event” means any of those events listed in Sub-Clause 8.4 [Extension of Time}. “Guaranteed Completion Date” means the dates stated in Appendix A [Contract Particulars} on hich the Contractor guarantees completion of each Section and of the Works 2s a whole pursuent to the Contract (with any extension under Sub-Clause 8.4 (Extension of Time). “Guarantees” means the guarantees of the Contractor set out in Appendix C [Contractor's Guorontees) “Handover Certificate" means the certificate issued by Owner indicating the Handover Date. “Handover Date” means the time and date when Owner shall make available the work area for the Contractor to commence installation ofthe Equipment. “Milestone” means the key activities that must be achieved to entitle Contractor to payment as ‘provided in Appendix G [Schedule of Payments) “performance Certificate” means the certificate issued under Sub-Clause 11.3 [Performance Certificate}. “Performance Test" is defined in Appendix E {Tests after Completion). “Preventive Maintenance Shutdown” means the periodic servicing conducted by Owner to prolong the ife ofthe Power Plant and its systems. “Reliability Run’ is defined as the petiod after successfully completing the tests in Appendix [Tests ‘ofter Completion] and until the issuance of the Completion Certificate. “shutdown Date” means the date specified by the Owner to be the date when the Preventive ‘Maintenance Shutdown for the Site shal start. “Taking Over Certificate” means a certificate Issued under Clause 10 {Owner's Taking Over}. “Tests after Completion" means the tests which are specified in Appendix E [Tests after Completion} ‘and agreed by both Parties and which are carried out under Sub-Ciause 10.1 {Toking Over of the ‘Works and Section} to determine whether the Equipment meets the Guarantees set out in Appendix € [Controctor’s Guarantees) ENGINEERING, SUPPLY, DELIVERY, INSTALLATION, TESTING AND COMMISSIONING OF ONE (1) AUTOMATIC LRG ‘VOLTAGE REGULATOR (AVR) OF MALITBOG BOTTOMING POWER PLANT between EDC and ABB PTE LTD,1.1.3.20 "Tests on Completion” means the tests which are specified in Appendix D {Tests on Completion] and ‘agreed by both Parties, and which are carvied out under Clause 9 [Tests on Completion} before the ‘Works or a Section {as the case may be) are taken over by the Owner. 41.1.3:21 “Tests on Completion Certificate” means the certificate issued under Clause 9 [Tests on Completion). 1.1.4 MONEY AND PAYMENTS 1.1.4.1 “Contract Price’ means the fixed lump sum price of US Dollars: One Hundred Thirty Three Thousand Four Hundred Ninety Seven (USD 13,497.00}, exclusive of Philippine taxes and duties, except as subject to adjustments as permitted in the Contract. 1.1.4.2 "Cost" means all expenditure reasonably incurred (or to be incurred) by the Contractor, whether on or of the site, including overhead and similar charges, but does not include profi. 1.1.43. “Final Payment Certificate” means the payment certificate issued under Sub-Clause 149 [issue of Final Payment Certificate). 1.144 "Final Statement” means the Statement defined in Sub-Clause 14.7 [Application or Final Payment Centicate). 1.1.4.5 “Interim Payment Certificate” means a payment certificate issued under Clause 14 {Contract Price ‘ond Peyment), other than the Final Payment Certificate 1.1.46 “Milestone” means a key event selected for its importance in the project and identified as such in Appendix G [Schedule of Poyments) 1.1.7 "Payment Certificate” means 2 payment certificate issued under Clause 14 [Contract Price and Payment} 2.1.48 -NOTUSED- 44.49. Whenever used in the Contract, “reasonable profit” shall mean no more than 5% of the Costs to which i relates. 1.1.4.10 “Statement” means a statement submitted by the Contractor as part ofan application, under Clause. 14 [Contract Price and Payment), for a payment certificate 1.15 WORKS AND GOODS 1.1.5.1 “As-Buile” means marking up any existing drawings, indicate changes made with regard to the scope cof Works and/or providing documentation on the configuration, specifications and other technical Information that is necessary for the operation and maintenance ofthe installed Equipment. 1.1.5.2 "Contractor's Equipment” means all tools, equipment, apparatus, machinery, vehicles and other things required for the execution and completion of the Works and the remedying of any Defects, ‘and more particularly described in Appendix Q {Ust of Contractor's Equipment]. However, Contractors Equipment excludes Temporary Works, Owner's Equipment, Materials and any other things intended to form or forming part ofthe Equipment. “Defect” or “Defects” means any defect or damage in the Works that arises as a result of the Contractors falture to comply with its obligations under the Contract regarding the Works, including defects or damages discovered during the Defects Notification Period. For the avoldance of doubt, a Defect does not include fair wear and tear. EDC 16-061 CONTRACT FOR WORKS. ENGINEERING, SUPPLY, DELIVERY, INSTALLATION, TESTING AND COMMISSIONING OF ONE (1) AUTOMATIC LRG VOLTAGE REGULATOR (AVR) OF MALITHOG SOTTOMING POWER PLANT between EDC and ABB PTELTD.1154 415s 1156 1187 1158 1159 14.5:10 aasat 2.15.12 115.13 2asa¢ 14.535 145.16 14537 116 1462 1.163 1164 "Goods" means Contractor's Equipment, Materials, and Temporary Works, or any of them as appropriate. “Equipment” means the AVR and excitation system and exciter field insulation resistance monitor (Gender isometer). “AVR means the Automatic Voltage Regulator which has been supplied and delivered by Contractor under Purchase Order No. 1610001035 and as further described in Appendix 8 [Owner's Requirements} = NOT USED- "Materials" mean things ofall kinds, including consumables intended to form or forming part of the ‘works. “Remediation Plan” means the remediation plan required to be submitted by Contractor under Sub- Clause 75. [Rejection]. "Section” means a part of the Works specified in Appendix 8 [Owner's Requirements} “Shipping Documents” mean the alrway bill and/or clean on board bill of lading, packing list, ‘commercial invoice and other pertinent documents required by the Owner to clear from Philippine ‘eustoms the Materials. “Software” means instructions in machine readable form, other than source code, and associated documentation delivered by Contractor to Owner in chip, disc and/or electronic format. "Temporary Works" means all the works temporary in nature {other than Contractor's Equipment) required on Site forthe execution and completion of the Works and the remedying of any Defects. = NOT USED ~ NOT USED- = NOT USED~ "Works" means the works to be executed by the Contractor to satisfy the requirements in Appendix 8 [Owner's Requirements, including Temporary Works, and remedying of any Defects pursuant to the Contract. (OTHER DEFINITIONS. “contractor's Documents’ means the calculations, computer programs and other software, ‘drawings, manuals, models and other documents of a technical nature supplied by the Contractor under the Contract; as described in Sub-Ciause 5.2 [Contractor's Documents), "country" means the Republic ofthe Philippines in which the Site is located, where the Equipment Installation is to be executed. “Delivery” means that the Materials have been completely unloaded atthe Site, based on Delivered ‘At Place (DAP) unloaded Site INCOTERMS 2010. "Owner's Equipment” means the apparatus, machinery and vehicles made available by the Owner {or the use of the Contractor In the execution of the Works, as stated In Appendix O [Site Services ‘and Fociities allocation) EDC 16-061 Teed, 3)) CONTRACT FOR WORKS. SS ENGINEERING, SUPPLY, DELIVERY, INSTALLATION, TESTING AND COMMISSIONING OF ONE (1) AUTOMATIC. LRG VOLTAGE REGULATOR (AVE) OF MALITBOG BOTTOMING POWER PLANT between EDC and ABB PTELTD,“Force Majeure" is defined in Clause 19 [Force Majeure}. 1.1.6.6 "Laws" means ll national (or state) legislation, statutes, ordinances and other laws, and regulations and by-laws of any legally constituted public authority. 1167" erformance Security” means the security under Sub-Clause 4.2 [Performance Security]. 1.1.68 “Related Works’ means any works and/or any operation and maintenance services performed or to bbe performed by: the Owner or a contractor, consultant, supplier, employee or agent engaged or employed by the Owner (other than the Contractor}; b. governmental authorities; or ‘&publicor private utitis or statutory or other relevant authorities, ‘ther concurrently or sequentially with the Works: 2. ator adjacent tothe Site; or 1b. whichis connected to, associated with, ancillary to or otherwise related to the Works 1.1.6.9 "Related Works Contractor” any person that carries out, or will carry out, Related Works. 1.1.6.10 “Site” means the Malitbog Bottoming Geothermal Power Plant {and as further described in Appendix 8 [Owner's Requirements]) where the Works are to be executed and to which the Equipment and Goods are to be delivered, and any other places as may be specified in the Contract as forming part of the Site, 1.1.6.2. “Site Conditions" means the conditions described in Sub-Clause 4.10 [Site Dota} 41.1.6.12. “Unforeseeable” means not reasonably foreseeable or anticipated prior to the Commencement Date by a prudent, competent and experienced contractor performing work of a nature similar to the ‘Works internationally and inthe Country. 1.1.6.13 *Variation” means any change to the Owner's Requirements or the Works, which is instructed or approved as a Variation under Clause 13 [Variations and Adjustments} 1.2 INTERPRETATION Inthe Contract, except where the context requires otherwise: 2) words indicating one gender include all genders; 'b)_headings and bold type are for convenience only and do nct affect the interpretation ofthe Contract; )_an expression importing 2 person includes any company, partnership, joint venture, association, ‘corporation or other body corporate, any governmental authority and an individual; 4) other parts of speech and grammatical forms of a word or phrese defined in this Contract have a corresponding meaning; €) words indicating the singular also include the plural and words indicating the plural also include the singular; 4) provisions including the word "agree", “agreed” or “agreement” require the agreement to be recorded in writing; 18) in construing the Contract and unless otherwise specifically provided for therein, the rule known a. the elusdem generis rule shall not apply nor shall any similar rule or approach to the construction of EDC 16-061 ee, ), CONTRACT FOR WORKS ee ENGINEERING, SUPPLY, DELIVERY, INSTALLATION, TESTING AND COMMISSIONING OF ONE (1) AUTOMATIC. LRG ‘VOLTAGE REGULATOR (AVR) OF MALITBOG BOTTOMING POWER PLANT between EDC and ABB PTELTD.the Contract. Accordingly, general words introduced or followed by oF associated with the word "other" oF "including" or “in particular” or “following” shall not be given a restrictive meaning because they are followed or preceded by oF associated with (as the case may be) particular examples intended to fall within the meaning ofthe general words; h) a reference to 2 body, other than a Party to the Contract {Including an institute, association or authority), whether statutory oF not, which ceases to exlst, or whose powers or functions are transferred to another body or to diferent bodies, is a reference to the body which replaces it or substantially succeeds to Its powers and functions; a reference to a document incudes all amendments, supplements, replacements or novation to or of that document; 1) erreference to-a party to document includes that Party's successors and permitted assigns; K)_ a reference to an agreement other than this Contract includes @ deed and any legally enforceable ‘undertaking, agreement, arrangement or understanding, whether or notin writing: 1) any reference to a transfer, assignment or novation of this Contract or any other right, benefit oF Interest includes any such transfer, assignment or novation by operation of lam; 1m) “include” shall mean include, but not limited to; 1) 2 reference to any legislation includes all delegated legislation made under it and amendments, consolidations, replacements or re-enactments oft; ‘) a reference to “$", USS", “USD” or dollars sto United States dolars; P) 2 reference to “Pesos”, “PhP or “Ps to Philippine Pesos; 4) references to “day” or “year” shall mean calendar day and calendar year, respectively; 1) “written” or “In writing" means hand-written, typewritten, printed or electronically made, and resulting in a permanent record; and 3} any pre-printed terms and conditions on Contractor's acknowledgment, invoice, or delivery form are. hereby deleted and declared null and void for the purpose ofthis Contract. ‘The marginal words and other headings shall not be taken into consideration in the interpretation of these conditions of the Contract. 1.3 COMMUNICATIONS ‘Wherever the conditions of the Contract provide for the ging or issuing of approvals, certificates, consents, determinations, notices and requests, these communications shall be: 1a) in writing and debvered by hand {against receipt), sent by mall or courle, of transmitted using any of the ‘agreed systerns of electronic transmission as stated in Appendix A [Contract Particulars); and 1b) delivered, sent or transmitted to the address forthe recipient's communications as stated in Appendix A [Contract Particulars), However: Lif the recipient gives notice of another address, communications shall thereafter be delivered accordingly; and ii. ifthe recipient has not stated otherwise when requesting an approval or consent, it may be sent to ‘the address from which the request was issued. ‘Approvals, certificates, consents and determinations shall not be unreasonably withheld or delayed. When a certificate Is issued to 3 Party, the certfier shal send a copy to the other Party. When a notice is issued to 3 Party, by the other Party or the Engineer, a copy shall be sent to the Engineer or the other Party, asthe case may be. EDC 16-061 CONTRACT FOR WORKS ie [ENGINEERING, SUPPLY, DELIVERY, INSTALLATION, TESTING AND COMMISSIONING OF ONE (1) AUTOMATIC. LRG VOLTAGE REGULATOR (AVR) OF MALITBOG BOTTOMING POWER PLANT betwven EDC and ABB PTE LTD.14 LAWAND LANGUAGE “The Contract shall be governed! by the law af the Country stated In Appendix A [Contract Particulars}. {f there are versions of any part of the Contract which are written in more than one language, the version ‘whichis in the euling language stated in Appendix A [Contract Portcufors} shall prevail “The language for communications shall be that stated in the Appendix & {Contract Particuars). f no language {s stated there, the language for communications shal be the language in which the Contract (or most of it) is writen, 1.5 PRIORITY OF DOCUMENTS, ‘The documents forming the Contract are to be taken as mutually explanatory of one another. For the purposes cof interpretation, the priority of the documents shall be n accordance with the following hierarchy: 8) Appendix A [Contract Particulrs}; bb) This Contract for Works; ©) Appendix 8-1 [Scope of works]; ) Appendix € [Contractor's Guarantees; €} Appendix 0 (Tests on Completion f) Appendix € [Tests after Completion}; £) Appendix [Paice Schedule; 1) Appendix [Schedule of Payments; 1) -Appendox i (Progrom; j)__-Appendix independent Controctr Generl Health, Safety and Environmental Contract Requirements; 1) Appendix! [Detils of the Quality Assurance System) 1) -Appendo.X [Daywork Schedule and Schedule of Rates; im) Appendix [Detail of insurances} 1) -AapendixM [Confidentaity Agreement); ©) Appendix [Dispute Resolution Process]; ) Appendix o [Ste Services ond Facilities Afocotion|; @)Anpendix? [Uist of Pre-opproved Subcontractors; 1) Appendix 0 {Uist of Contractors Equipment}; 5) Appendix [Coordination Protocol t) Schedules If an ambiguity oF discrepancy Is Found in the documents, then the order of priority of documents shall prevail Inresolving such ambiguity or discrepancy. 3.6 CONTRACT AGREEMENT From the Commencement Date, this Contract represent the final agreement between the Owner and the Contractor with respect to the subject matter hereof and supersedes any and all prior agreements (including, the Purchase Order No. 1610001015) and negotiations between the Parties concerning the subject matter of this Contract. ‘The costs of stamp duties and similar charges (ifany) imposed by Laws ofthe Country in connection with entry into the Contract shal be borne by the Owner. ‘Similar charges (if any) imposed by Laws outside the Country in connection with entry into the Contract shal bbe borne by the Contractor. EDC 16-061 CONTRACT FOR WORKS ENGINEERING, SUPPLY, DELIVERY, INSTALLATION, TESTING AND COMMISSIONING OF ONE (1) AUTOMATIC LRG VOLTAGE REGULATOR (AVR) OF MALITBOG BOTTOMING POWER PLANT between EDC and ABB PTE LTD.1.7 ASSIGNMENT Neither Party shall assign the whole or any part of the Contract or any benefit or interest in or under the Contract, However, the Owner may assign: ‘a) any of ts rights and authorities under the Contract to a contracts manager for the purposes of enabling such person to manage and implement the Contract together with other contracts or agreements for the performance of works by the Owner's Personnel and/or by other contractors employed by the Owner; by toany of ts affiliates and subsidiaries; and (©) as security in favour of a bank or financial institution, its right to any moneys due, oF to become due, under the Contract. 1.8 CAREAWD SUPPLY OF DOCUMENTS ach of the Contractor's Documents shall be n the custody and care of the Contractor, unless and until taken ‘over by the Owner. Unless otherwise stated in the Contract, the Contractor shall supply to the Engineer three. ‘copies ofeach of the Contractor's Documents. ‘The Contractor shall keep, on the Site, 2 copy of the Contract, publications named in the Owner's Requirements, the Contractor's Documents, and Varlations and other communications given under the ‘Contract. The Owner's Personnel shall have the right of access to all these documents at all reasonable times. Ifa Party becomes aware of an error or Defect of a technical nature ina document which was prepared for use In executing the Works, the Party shal promptly ive notice to the other Party of such error or Defect. 1.9 OWNER'S USE OF CONTRACTOR'S DOCUMENTS ‘As between the Parties, the Contractor shall retain the copyright and other intellectual property rights in the ‘Contractor's Documents and other design documents made by (or on behalf of the Contractor. ‘The Contractor shall be deemed (by signing the Contract) to give to the Owner a perpetual, non-terminable, transferable, non-exclusive and royalty-free eense to copy, use and communicate the Contractor's Documents, induding making and using modifications of them. This license shal: 1a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the Works, '8) entitle any person in proper possession ofthe relevant part of the Works to copy, use and communicate ‘the Contractor's Documents for the purposes of completing, operating, maintaining, altering, rehabilitating, dismantling, relocating, reassembling, adjusting, repairing, upgrat selling, financing and demolishing the Works, or any part there’ () entitle the Owner te provide the Contractor's Documents to other contractors and consultants of the ‘Owner, should the Contractor's Documents be necessary in order for such contractors and consultants to perform and complete activities relating to the Site including completing and using the Works; and )_in the case of Contractor's Documents which are in the form of computer programs and other software, permit thelr use on any computer on the Site and other places as envisaged by the Contract, including replacements of any computers supplied by the Contractor. EDC 16-061 ‘CONTRACT FOR WORKS Sa ENGINEERING, SUPPLY, DELIVERY, INSTALLATION, TESTING AND COMMISSIONING OF ONE (1) AUTOMATIC LRG ‘VOLTAGE REGULATOR (AVR) OF MALITBOG BOTTOMING POWER PLANT between EDC and ABB PTELTD.applicable, the Parties shall execute a separate agreement to embody the foregoing grant of license, which ‘agreement shall be governed by the laws of the Country. 4.10 CONTRACTOR'S USE OF OWNER’S DOCUMENTS, As between the Parties, the Owner shall retain ownership and the copyright and other intellectual property rights in the Owner's Requirements and other documents made by (or on behalf of) the Owner, The Contractor ray, at its Cost, copy, use, and obtain communication of these documents for the purposes of the Contract. They shall not, without the Owner's consent, be copied, used or communicated to a third Party by the Contractor, except as necessary for the purposes ofthe Contract 1.11 CONFIDENTIAL DETANS ‘The Contractor shall disclose all such confidential and other Information as the Engineer may reasonably require in order to verify the Contractor's complisnce with the Contract. 1.32 COMPLIANCE WITH LAWS ‘The Contractor shall, performing the Contract, comply with applicable Laws. The Contractor shall secure and ‘obtain al permits, licenses and authorizations required to enable itto commence and complete the Works. 1.33 JOINT AND SEVERAL JABILITY. HH the Contractor constitutes (under applicable Laws) 2 joint venture, consortium or other unincorporated grouping of two or more persons: 2) these persons shall be deemed to be jointly and severally lable to the Owner forthe performance of the Contract; bb) these persons shall notify the Owner oftheir leader who shall have authority to bind the Contractor and ‘each of these persons; and the Contractor shall nat ater its composition or legal status without the prior consent of the Owner. 1.14 COOPERATION. ‘The Owner and the Contractor shall at all times act in accordance with the Contract and ina spirit of mutual trust, co-operation and open communication. 2 THEOWNER 21 RIGHT OF ACCESS To THE SITE ‘The Owner shall give the Contractor right of access to all pats of the Site within the time (or times) stated in the Appendix A [Contract Particulars] as is necessary forthe Contractor to perform the Works. The Contractor acknowledges and agrees that: 1) such right of access is non-exclisve to the Contractor's Personnel 1b) any Owner's suppliers and/or contractors may access any part ofthe Site forthe purposes of carrying ‘out related and/or other works; and )_ the Owner, and any other person authorised by the Owner, may access any part of the Site at any reasonable time for any purpose EDC 16-061 CONTRACT FOR WORKS: = ENGINEERING, SUPPLY, DELIVERY, INSTALLATION, TESTING AND COMMISSIONING OF ONE (1) AUTOMATIC LRG ‘VOLTAGE REGULATOR (AVR) OF MALITBOG BOTTOMING POWER PLANT between EDC and ABB PTE LTD.‘The Contractor's Personnel must not delay, disrupt, interfere with or damage the work or activities of any person accessing the Site pursuant to this Sub-Clause. HH, under the Contract, the Owner Is required to give (to the Contractor) access of any foundation, structure or plant, the Owner shall do son the time and manner stated in the Owner's Requirements. However, the Owner ‘may withhold any such right of access untl the Performance Security has been received. IW the Contractor suffers delay andor incurs Cost as a result of a failure by the Owner to give such access, within such time, the Contractor shal give notice to the Engineer and shall be entitied subject to Sub-Clause 20.1 [Contractor's Claims] to: 4) an extension of time for any such delay, Hf completion is or will be delayed, under Sub-Clause 8.4 {Extension of Time}, and €) payment of any such Cost plus reasonable profit, which shal be included in the Contract Price, ‘After receiving this notice, the Engineer shall proceed in accordance with Sub-Clause 3.5 [Determinations] to ‘agree or determine these matters. However, if and to the extent that the Owners failure was caused by any error or delay by the Contractor, including an error in, or delay in the submission of, any of the Contractor's Documents, the Contractor shall ‘not be entitled to such extension of time, Cost or profit. 22 APPROV ‘The Owner shall (where he is in 2 position to do so) provide reasonable assistance to the Contractor at the request ofthe Contractor: ‘)_by obtaining copies of the Laws of the Country which are relevant to the Contract but are not readily avaltable, and ') for the Contractor's applications for any permits, icenses or approvals required by the Laws of the Count |. which the Contractor is required to obtain under Sub-Clause 1.12 [Compliance with Lows), fi, for the delivery of Goods and Equipment, other than permits for which Owner is responsible below, and i. for the export of Contractor's Equipment when itis removed from the Site. ‘The Ovmer shall be responsible for obtaining customs clearances required in the Country for the delivery of Equipment at Site which are to form part of the Works. The Contractor shall comply with Owner’s Shipping, Instructions in Schedule 4 [Shipping Instructions} within the periods provided for in the said schedule. nthe event that there are any errors and/or mistakes on the Shipping Documents that will require corrections of ‘revisions for purposes of securing the customs clearance/s on the Equipment and Materials, any and all costs arising from or in connection with correcting or revising these errors or mistakes shall be forthe account ofthe Contractor. ifthe Owner advances the costs necessary to correct or revise these errors, the Owmer shall have the right to withhold the said costs from any payment due the Contractor. ‘The Contractor shall be responsible for obtaining customs clearances required for the delivery of the Equipment at Owner's name point of delivery. The Contractor shal also be responsible for obtaining customs EDC 16-061 Pa CONTRACT FOR WORKS ENGINEERING, SUPPLY, DELIVERY, INSTALLATION, TESTING AND COMMISSIONING OF ONE (1) AUTOMATIC. LRG ‘VOLTAGE REGULATOR (AVR) OF MALITBQG BOTTOMING POWER PLANT between EDC and ABB PTELTD.Clearances required forthe delivery of the Contractor's Equipment to the Country and any and all costs and/or ‘expenses to be incurred in connection therewith shall be fr its account. Costs incurred by Owner due to non-compliance to this Sub-Clause 2.2 [Permits Licences or Approvals] shall centtle Owner to payment under Sub-Clause 24 [Owner's Calms}. ‘The Contractor shall not be excused from any delay, breach, or fllure to perform any ofits obligations where such delay, breach or faliure is occasioned by its fllure to obtain any permits, icenses, or approvals 23 YS PERSONNEL ‘The Owner shal be responsible for ensuring that the Owner's Personnel and the Owner's other contractors on. the Site a) co-operate with the Contractor's efforts under Sub-Clause 4.6 [Cooperation], and 1b) take actions similar to those which the Contractor is required to take under sub-paragraphs (a), (b) and (c) (of Sub-Clause 48 [Safety Procedures] and under Sub-Clause 4.17 [Protection ofthe Environment} 24 QWNER'S CLAIMS If the Owner considers itself to be entlied to any claim or payment under the Contract, and/or to any ‘extension of the Defects Notification Period, the Owner or the Engineer shal give notice and particulars to the Contractor. However, notice is not required for payments due under Sub-Clause 4.18 [Site Services and Facilities], or for other services requested by the Contractor. ‘The notice shall be glven as soon as practicable after the Owner became aware of the event or circumstances. giving rise to the claim. A notice relating to any extension of the Defects Notification Period shall be given before the expiry of such period. ‘The particulars shall specify the Clause or other basis of the claim, and shall include substantiation of the amount and/or extension to which the Owner considers itself to be emttled In connection with the Contract. The Engineer shall then proceed in accordance with Sub-Clause 3.5 [Determinations] to agree or determine ()) the amount (f any) which the Owner is entitled to be pald by the Contractor, and/or (il) the extension (if any) of the Defects Notification Period In accordance with Sub-Clause 11.3 {Extension of Defects Notification Period} ‘This amount may be included as a deduction in the Contract Price and Payment Certificates. The Owner shall only be entitled to set off against or make any deduction from an amount certified in a Payment Certificate, or to otherwise claim against the Contractor, in accordance with this Sub-Clause 2.4. “The Parties agree that, notwithstanding anything to the contrary inthe Contract, this Sub-Clause 2.4 shall not apply to: (a) the labilty of the Contractor to pay delay liquidated damages pursuant to Sub-Clause 8.7 [Delay Damages], and performance liquidated damages pursuant to Sub-Clause 12.6 [Failure to Poss Tests after Completion] and Appendix C [Contractor's Guarantees], or general damages (f any liquidated damages are found to be unenforceable). For the avoldance of doubt, the Owner shal be entitled to set off against or make any deduction from any amount certified in a Payment Certificate, draw against the Performance Security, or otherwise claim against the Contractor, any amount of accrued delay and/or performance liquidated damages at any time; and () the entitlement of the Owner to recourse to the Performance Security onthe grounds provided under the Contract. EDC 16-061 Pagid) CONTRACT FOR WORKS. SS ENGINEERING, SUPPLY, DELIVERY, INSTALLATION, TESTING AND COMMISSIONING OF ONE (1) AUTOMATIC. LRG VOLTAGE REGULATOR (AVR) OF MALITBOG BOTTOMING POWER PLANT between EDC and ABE PTELTD.25 OWNER'S REPRESENTATIONS AND WARRANTIES ‘The Owner represents and warrants tothe Contractor: ‘a) The Owner isa corporation duly organized, validly existing and is current on all payments to maintain such ‘existence under the Laws of the Country. The Owner has all necessary power and authority to carry on its business as presently conducted, to own or hold under lease its properties and to enter into and perform its obligations under the agreements to which it Is or Is to be a party. The Owner is duly qualified or licensed to do business in the Country wherein the nature ofits business and operations or the character ‘of the properties owned or leased by It makes such qualification or licensing necessary and where the failure to be so qualified or licensed would impair its ablity to perform its obligations under this Contract ‘oF would result in a material Habilty to or would have a material adverse effect on its financial condition, business, operations or prospects; 1b) The Owner has all necessary power and authority to execute, deliver and perform its obligations under this Contract, and each of the execution, delivery and performance by the Owner of this Contract has been duly authorized by all necessary action on the part of the Owner, does not require any approval, ‘except as has been heretofore obtained from the Board of Directors of the Owner or any consent of or ‘approval from any trustee, lessor or holder of any indebtedness or other obligation of the Owner, except for such as have been duly obtained, and does not contravene or constitute 2 defauit under its ‘organizational documents or, to the best knowledge of the Owmer, any provision of the Laws or any ‘agreement, judgment, injunction, order, decree or other instrument binding upon the Owner, or subject power plant or any component part thereof or the Site or any portion thereof to any lien other than as ‘contemplated or permitted by the Contract; and the Owner is in compliance with all the Laws and government approvals i) which govern its ability to perform its obligations under this Contractor (i) the ‘noncompliance with which would have a material adverse effect on its ability to perform its obligations ‘under this Contract; Neither the execution and delivery by the Owner of tis Contract, nor the consummation by the Owner of ‘any of the transactions contemplated hereby, requires, with respect to the Owner, the consent or ‘approval of, the giving of notice to, the registration with, the recording or fling of any document with, oF the taking of any other action in respect of any government authority, except such as are not yet required {as to which the Owner has no reason to belleve that the same will not be readily obtainable in the ‘ordinary course of business upon due application therefore) or which have been duly obtained and are in full force and effec; )_ The Owner has duly and validly executed and delivered this Contract and this Contract constitutes a legal, valid and binding obligation of the Owner enforceable against tin accordance with its terms; and ¢) There is no action, sult or proceeding, at law or In equity, of official investigation before or by any ‘government authority, arbitral tribunal or other body pending or, to the best knowledge of the Owner, threatened against of affecting the Owner or any of Its properties, rights or assets, which could reasonably bbe expected to result in 2 material adverse effect on Owner's ability to perform Its obligations under this ‘Contract or on the validity or enforceability ofthis Contract. 3 THEENGINEER 3.1 ENGINEER'S OUTIES AND AUTHORITY ‘The Owner shall appoint the Engineer who shall carry out the dutles assigned to it in the Contract. The Engineers staff shall include suitably qualified engineers and other professionals who are competent to carry cout these duties, ‘The Engineer shal have no authority to amend the Contract. EDC 16-061 Pais )» CONTRACT FOR WORKS SS ENGINEERING SUPPLY, DELIVERY, INSTALLATION, TESTING AND COMMISSIONING OF ONE (1) AUTOMATIC. LRG ‘VOLTAGE REGULATOR (AVR) OF MALITBOG BOTTOMING POWER PLANT between EDC and ABB PTE LD.‘The Engineer may exercise the authority attributable to the Engineer as specified in or necessary to be implied from the Contract. If the Engineer is required to obtain the approval of the Owner before exercising 3 specified authority, the requirements shall be as stated in the Contract. The Owner undertakes not to impose further constraints on the Engineer's authority, except as agreed withthe Contractor. However, whenever the Engineer exercises a spectied authority for which the Owner's approval is not required, then (for the purposes ofthe Contract} the Owner shall be deemed to have given approval. xcept as otherwise stated in these Conditions: a) Whenever carrying out duties or exercising authority, specified in or implied by the Contract, the Engineer shall be deemed to act forthe Owner; 'b) the Engineer has no authority to relieve either Party of any duties, obligations or responsibilities under the Contract; and any approval, check, certificate, consent, examination, inspection, instruction, notice, proposal, request, ‘est, oF similar act by the Engineer (Including absence of disapproval) shall not relieve the Contractor from ‘any responsibilty he has under the Contract, including responsiblity for errors, omissions, discrepancies ‘and non-compliances. 32 INEER ‘The Engineer may from time to time assign duties and delegate authority to assistants, and may also revoke such assignment or delegation. These assistants may include persons, supplier and/or contractors appointed to inspect andjor test the Equipment, Goods and/or the Works. The assignment, delegation or revocation shall be in writing and shall not take effect until copies have been received by both Parties. However, unless otherwise agreed by both Parties, the Engineer shall not delegate the authority to determine any matter in accordance with Sub-Clause 3.5 [Determinations}. ‘Assistants shal be suitably qualified persons, who are competent to carry out these duties and exercise this authority, and who are fluent in the language for communications defined in Sub-Clause 1.4 [Low and Language) Each assistant, to whom duties have been assigned or authority has been delegated in writing, shall only be. authorized to issue instructions to the Contractor to the extent defined by the delegation. Any approval, check, certificate, consent, examination, inspection, instruction, notice, proposal, request, test, or similar act by an assistant, in accordance with the delegation, shall have the same effect as though the act had been an act of ‘the Engineer. However: {a} tshall not relieve the Contractor from any responsiblity it has under the Contract, including responsibility for errors, omissions, discrepancies, and non-compliances unless the same is due to the feult solely attributable to the Engineer and /or assistants; 1b) any failure to disapprove any Goods or Works shall not constitute approval, and shall therefore not prejudice the right of the Engineer to reject the Works, or Goods; ifthe Contractor questions any determination or instruction of an assistant, the Contractor may refer the ‘matter to the Engineer, who shall promptly confirm, reverse or vary the determination or instruction. 33 INSTRUCTIONS OF THE ENGINEER “The Engineer may lsue to the Contractor (at any time) Instructions which may be necessary for the execution ‘of the Works and the remedying of any Defects, all in accordance with the Contract. The Contractor sall only take instructions from the Engineer, or from an assistant to whom the appropriate authority has been EDC 16-061 ‘CONTRACT FOR WORKS. ENGINEERING, SUPPLY, DELIVERY, INSTALLATION, TESTING AND COMMISSIONING OF ONE) AUTOMATIC. LRG ‘VOLTAGE REGULATOR (AVR) OF MALITBOG BOTTOMING POWER PLANT between EDC and ABB PTE LTD.‘delegated under this Clause 2. fan instruction constitutes a Variation, Cause 13 {Variations and Adjustments} shall apply. ‘The Contractor shall comply with the instructions given by the Engineer or delegated assistant, on any matter ‘elated to the Contract. These instructions shal be given in writing. 34 REPLACEMENT OF THE ENGINEER 1 the Owner intends to replace the Engineer, the Owner shail give notice to the Contractor of the name, ‘address and relevant experience of the intended replacement Engineer. The Parties agree that the Contractor, shall have no right to object, for any reason, to any replacement Engineer appointed by the Owner. 3.5 DETERMINATIONS, ‘Whenever the Contract provides that the Engineer shall proceed in accordance with this Sub-Clause 3.5 to agree or determine any matter, the Engineer shall consult with each Party in an endeavour to reach ‘agreement. f agreement i not achieved, the Engineer shall make 2 fair determination in accordance with the Contract, taking due regard of ail relevant circumstances. ‘The Engineer shall give notice to both Parties of each agreement or determination, with supporting particulars. Each Party shall give effect to each agreement or determination unless and until revised under Clause 20 {Glaims, Disputes and Arbitration} and Appendix N [Dispute Resolution Process}. For the avoidance of doubt, performance of the Contract shall continue even during reference of any matter to the Engineer under this sub-clause. 4 THECoNTRacTOR 4.1 CONTRACTOR'S GENERAL OBLIGATIONS. ‘The Contractor shall design, execute and complete the Works in accordance with the Contract, and shall remedy any Defects in the Works. ‘The Contractor warrants that, when completed, the Works shall be fit for the purposes of generating electric power. The Works shall be deemed fit for the purposes intended when the installed new Equipment are able to operate safely and efficiently in accordance with its technical specifications, guaranteed performance, good industry practice and internationally accepted standards, taking into account the requirements specified In ‘Appendix B [Owner's Requirements]. ‘The Contractor shall be deemed to have obtained al necessary information as to risks, contingencies and other circumstances which may influence or affect the Works. ‘The Contractor warrants that, before the date of execution of Contract, the Contractor has inspected, examined and investigated the conditions and characteristics of, and other relevant information relating to, the Equipment and the existing equipment of the power plants specified in Appendix 8 [Owner's Requirements forthe purpose of performing the Works in accordance with the Contract, and that. Owner ‘makes no representation and gives no warranty in respect of such conditions and characteristics and other Felevant information. Contractor further represents and warrants that it has satisfied itself, before executing the Contact, as to all relevant works required to ensure that the Equipment shall be fit forthe intended purpose folowing competion of the Works, For the avoidance of doubt, the adequacy and sufficiency ofthe scope and specifications of the Works in the ‘Owner's Requirements shall be the sole responsiblity of the Contractor, notwithstanding anything to the contrary in this Contract. EDC 16-061 Paes) CONTRACT FOR WORKS. ee) ENGINEERING, SUPPLY, DELIVERY, INSTALLATION, TESTING AND COMMISSIONING OF ONE (1) AUTOMATIC LRG ‘VOLTAGE REGULATOR (AVR) OF MALITBOG BOTTOMING POWER PLANT between EDC and ABB PTE LTD.‘The Contractor shall provide the Contractor's Documents specified in the Contract, and all Contractor's Personnel, Goods, consumables and other things and services, whether of a temporary or permanent nature, required in and for this design, execution, completion and remedying of Defects as specified in the Contract. ‘The Works shall include any work which is necessary to satisfy Appendix 8 {Owner's Requirements}, oF Is implied by the Contract, and all works which are necessary for stability or for the completion, or safe and proper operation, of the Works. ‘The Contractor shall be responsible for the adequacy, stablity and safety ofall the Works. “The Contractor shall, whenever required by the Engineer, submit details of the arrangements and methods which the Contractor proposes to adopt for the execution of the Works. No significant alteration to these: arrangements and methods shal be made without this having previously been notified to the Engineer. 42° PERFORMANCE StcURITY ‘8). The Contractor shall obtain (at its cost) a Performance Security for proper performance, in the amount and currencies stated in Appendix A {Contract Particulars) The Performance Security is for the purpose of ‘ensuring the Contractor's due and proper performance of the Contract, Including the payment of delay and performance liquidated damages and the rectification of Defects. 1b) The Contractor must, promptly after the Base Date and in any event no later than 10 days from the Base Date, submit the Performance Security to the Owner and send a copy to the Engineer. ©) The Performance Security shall have no expiry date or, subject tothe following paragraph, an expiry date that is no earlier than 60 days after expiry date of the Defects Notification Period. The Performance Security must be: 4. _alletter of credit or bank guarantee; ii in the form set out in Schedule 1 [Farm of Contractor's Securities} or such other form as by the Owner in writing; and is approved ii, ssued by any of the banks sted under Schedule 5 [List of Acceptable Banks] hereof; ) The Contractor shal ensure that the Performance Security Is valid and enforceable until the Contractor thas executed and completed the Works and remedied any Defects. ifthe terms of the Performance Security specify its expiry date, and the Contractor has not become entitled to receive the Performance Certificate by the date 30 days prior to the expry date, the Contractor shall extend the validity of the Performance Security until the Works have been completed and any Defects have been remecied, ‘e). The Owner shall not make a claim under the Performance Security, except for amounts to which the ‘Owner is entitled under the Contract inthe event of: failure by the Contractor to extend the validity of the Performance Security as described in the preceding paragraph, in which event the Owner may claim the full amount of the Performance Security, fi. failure by the Contractor to pay the Owner an amount due, as either agreed by the Contractor or determined under Sub-Clause 2.4 [Owners Claims) or Clause 20 [Claims Disputes and Arbitration}, or Which the Owner reasonably determines to be due and payable pursuant to the Contract, within 30 days after the agreement or determination, EDC 16-061 ‘CONTRACT FOR WORKS SS ENGINEERING, SUPPLY, DELIVERY, INSTALLATION, TESTING AND COMMISSIONING OF ONE (1) AUTOMATIC LRG VOLTAGE REGULATOR (AVR) OF MALITBOG BOTTOMING POWER PLANT between EDC and ABB PTE LTD.i. failure by the Contractor to begin to remedy a default within 15 days after receiving the Owner's notice requiring the default to be remedied and the Contractor does not diligently pursue such remedy, in which event the Owner may claim the full amount ofthe Performance Security, 'y. circumstances which entitle the Owner to termination under Sub-Clause 15.2 [Termination by Owner), irrespective of whether notice of termination has been given, in which event the Owner may claim ‘the full amount of the Performance Securty, ¥. Owner's entitlement to payment of delay damages under Sub-Clause 8.7 [Deloy Domages!, and/or performance damages under Sub-Clause 12.4 [Failure to Pass Tests after Completion}, and Appendix C [contractor's Guorantees], or general damages (if any liquidated damages are found to be unenforceable), or, vi. Any other circumstance of material breach of the Contractor's obligations under the Contract where 1 period for remedying the breach is expressly provided inthe Contract, For the avoidance of doubt, the procedure in Sub-Clause Error! Reference source not found. [Owner's Claims} will not apply in respect of any ciaim on the Performance Security by the Owner. 4) The Owner shall indemnity and hold the Contractor harmless against and from all damages, losses and expenses {including egal fees and expenses) resulting from a claim under the Performance Security to the extent to which the Owner was not entitled to make the claim. ‘The Owner's indemnity under this Sub-Clause 4.2 [Performance Security} isthe Contractor's sole remedy ‘and entitlement against the Owner in respect of the Owner's recourse to the Performance Security. The ‘Owner is entitled to retain any interest it accrues on the Performance Security or any proceeds of the Performance Security, The Owner does not hold the Performance Security or any proceeds of the Performance Security in trust forthe Contractor. 18). The Contractor covenants with the Owner that the Contractor will not institute any proceedings, or ‘exercise any right or take any steps to enjoin or otherwise restrain: ‘the relevant bank or financial institution that issued the Performance Security from paying the Owner pursuant to the Performance Security; |i, the Owner from taking any steps for the purpose of making a demand under the Performance ‘Security or receiving payment under the Performance Security or otherwise exercising its rights under ‘the Performance Security; or {ithe Owner using the money received under the Performance Security, ‘even where the Contractor disputes the Owner's right to payment (including where dispute resolution proceedings have been commenced under Cause 20 [Clalms, Disputes and Arbitration] and Appendix NN [Dispute Resolution Process) bh) The Owner shall return the Performance Security to the Contractor within 30 days after receiving a copy of the Performance Certificate. 43 CONTRACTOR'S REPRESENTATIVE “The Contractor shall appoint the Contractor's Representative and shall give it all authority necessary to act on ‘the Contractor's behalf under the Contract, provided that the Contractor may not delegate any powers, functions and authority to any other person without the prior written consent of the Engineer. EDC 16-061 Ps CONTRACT FOR WORKS. SS ENGINEERING, SUPPLY, DELIVERY, INSTALLATION, TESTING AND COMMISSIONING OF ONE (1) AUTOMATIC LRG VOLTAGE REGULATOR (AVR) OF MALTTBOG BOTTOMING POWER PLANT between EDC and ABB PTE 11D.‘The Contractor shall, upon execution of the Contract, submit to the Engineer for consent the name and particulars of the person the Contractor proposes to appoint as Contractor's Representative. if consent is withheld or subsequently revoked, orf the appointed person fals to act as Contractor's Representative, the Contractor shal similarly submit the name and particulars of another suitable person for such appointment. ‘The Contractor shall not, without the prior written consent of the Engineer, revoke the appointment of the Contractor's Representative or appoint a replacement. ‘The whole time of the Contractor's Representative shall be given to directing the Contractor's performance of the Contract. ifthe Contractor's Representative isto be temporarily absent from the Site during the execution fof the Works, a sultable replacement person shall be appointed, subject to the Engineer's prior written consent, and the Engineer shall be notified in writing accordingly ‘The Contractor's Representative shall, on behalf of the Contractor, receive instructions under Sub-Clause 3.3, {instructions ofthe Engineer}. ‘The Contractor's Representative may not delegate any powers, functions and authority to any person without ‘the consent ofthe Engineer. ‘The Contractor's Representative and all these persons shall be fluent in the language for communications defined in Sub-Clause 1.4 {Law and Longuage), 44 SUBCONTRACTORS “The Contractor shall not subcontract the whole of the Works. ‘The Contractor shall be responsible for the acts or defaults of any Subcontractor, its agents or employees, a5 if they were the acts or defaults of the Contractor. Unless otherwise stated inthe Contract: 2) the Contractor shall not be required to obtain consent to suppliers of Materials, or to a subcontract for Which the Subcontractor is named in Appendix P [Pre-Approved Subcontractors}; and 1b) the prior written consent ofthe Engineer shall be obtained for other proposed Subcontractors. 45 NOMINATED In this Sub-Clause, “nominated Subcontractor” means a Subcontractor whom the Engineer, under Clause 13, {Variations and Adjustments], instructs the Cantractor to employ as a Subcontractor. The Contractor shall not bbe under any obligation to emplay a nominated Subcontractor against whom the Contractor ralses reasonable ‘objection by written notice to the Engineer as soon as practicable, with supporting particulars. 4.6 COOPERATION AND COORDINATION WITH RELATED WORKS. ‘The Contractor shall, 2s specified in the Contract or as instructed by the Engineer, allow appropriate ‘opportunities for carrying out work to: 2) the Owner's Personnel, ‘b)_ any other contractors employed by the Owner, and )_the personne! of any legally constituted public authorities, ‘who may be employed in the execution on or near the Site of any work not included in the Contract. EDC 16-061 reeeeereerereeeeeeereeeeeeeraeee eae Pease 5 ‘CONTRACT FOR WORKS —< ENGINEERING, SUPPLY, DELIVERY, INSTALLATION, TESTING AND CONMISSIONING OF ONE (1) AUTOMATIC. LRG ‘VOLTAGE REGULATOR (AVR) OF MALITBOG BOTTOMING POWER PLANT between EDCand ABE PTELTD,‘Services for these personnel and other contractors may include the use of access arrangements which are the responsibilty of the Contractor. ‘The Contractor shall be responsible for the performance of the Works on the Site, and shall co-ordinate its ‘own activities with those of other contractors. ‘The Contractor must use best endeavours to: a) co-operate with any Related Works Contractors Inthe performance of the Related Works; b) develop, plan, program and perform the Works to minimise any potential impacts to any Related Works; ©) eve the Owner prior written notice before performing the Works which have the potential to impact any Related Works; 1d) co-ordinate the performance ofthe Works with the performance of any Related Works; €e)_ interface the Works with any Related Works; 4) take allreasonable steps to protect the Works from accidental damage caused by the Related Works; @) if invited by the Owner, attend meetings held for purposes of planning, reviewing, coordinating, interfacing and managing the interfaces between the Works and any Related Works; fh) alse and meet with the Owner and any Related Works Contractors as reasonably requited to comply with, ‘paragraph (a) to (g) above; and |) without limiting paragraph (a) to (h) above (inclusive), comply with the requirements set out in the Coordination Protocol. ‘The Contractor acknowledges that the sequencing, duration and the critical path of the Services shal affect ‘and shail be affected by the Related Works. For this purpose, the Contractor shall strictly abide by the Coordination Protocol in Appendix R [Coordination Protocol} and the Program which shall contain the information pertaining to the Works ofthe Contractor and, the Related Works to the extent such works affect for are affected by the Works. The Program shall be revised from time to time in accordance with the Coordination Protocol and shall form an integral part ofthe Contract. , under the Contract, the Owner is required to give to the Contractor access to any foundation, structure or ‘lant in accordance with Contractar"s Documents, the Contractor shall submit such documents to the Engineer inthe time and manner stated in Appendix B [Owner's Requirements] and Appendix [Program]. ‘Appendix H [Program shall take Into account any Works to be carried out by the persons named in sub- paragraphs (a) and (bof Sub-Clause 4.4 (Subcontractors). 47 SETTING our ‘The Engineer shall have no authority to nullify original point, lines and levels of reference for purposes of setting out, it being agreed that such tems of reference are specified in Appendix 8 [Owner's Requirements}. “The Contractor shall set out the Works in relation to original points, lines and levels of reference specified in ‘the Contract. The Contractor shall be responsible forthe correct positioning of al pats of the Works, and shall rectify any error in the positions, levels, dimensions or alignment of the Works. The Contractor shall be responsible for any errors in these items of reference and shall not be enttied to an extension of time or to payment of any Cost, overhead or profit on account of such errors, notwithstanding anything to the contrary in the Cont EDC 16-061 ‘CONTRACT FOR WORKS ENGINEERING, SUPPLY, DELIVERY, INSTALLATION, TESTING AND COMMISSIONING OF ONE (1) AUTOMATIC LRG: VOLTAGE REGULATOR (AVR) OF MALITBOG BOTTOMING POWER PLANT between EDC and ADB PTE LTD.48 SAFETY PROCEDURES: The Contractor shall: a} comply with all applicable safety regulations, 'b) comply with the Owner's Health, Safety and Environmental and Site Requirements attached herewith as ‘Appendix | independent Contractor General Health, Safety and Environmental Contract Requirements], take care for the safety of all Contractor's Personnel entitled to be on the Site, use reasonable efforts to keep the Site and Works clear of unnecessary obstruction so 38 to avoid danger to all persons entitled to be on the Site, and fe) monitoring of the Works until completion and taking over under Clause 10 [Owner's Taking Over), required. 4.9 QUALITY ASSURANCE ‘The Contractor shal institute a quality assurance system to demonstrate compliance with the requirements of the Contract. The system shall be in accordance with the details stated in the Contract. The Engineer shall be etitied to audit any aspect ofthe system. Details ofall procedures and compliance documents shall be submitted to the Engineer for information before each design and execution stage is commenced. When any document of a technical nature is issued to the Engineer, evidence of the prior approval by the Contractor itself shall be apparent on the document itself. ‘Compliance with the quality assurance system shall not relieve the Contractor of any of its duties, obligations ‘or responsiblities under the Contract. “The details of the quallty assurance system are as provided in Appendix J [Details of the Quality Assurance ‘System). The Contractor shall not be relieved of its obligations under this Sub-Clause 4:9 by reason of the Incorporation of Appendix [Details of the Quality Assurance System] in the Contract. 410 SITEDATA ‘The Contractor shal be deemed to have obtained all necessary information as to risks, contingencies and other Circumstances which may influence or affect the Works, inchiding weather conditions. The Contractor represents and warrants that, before the date of execution of the Contract, the Contractor has inspected, examined and investigated the physical conditions and characteristics at, under and above the Site and its surroundings (the “Site Conditions") for the purpase of performing the Works in accordance with the Contract, the Contract data and other available information, and to have been satisfied before executing the Contract a5. to all relevant Contractor's Equipment, and Materials needed to carry out the Works. The Contractor further represents and warrants that subject to the Contractor's rights and entitlements under the Contract, the Contractor has allowed for any impacts the Site Conditions could have on performance of the Works in accordance with the Contract ‘The Owner makes no representation and gives no warranty in respect of (a) the Site Conditions, of (b) the adequacy or suitability ofthe Site Conditions for the performance of the Works, Notwithstanding anything to the contrary In the Contract: (a) the Contractor accepts sole responsibility for, and assumes the risk of, all loss, delay or disruption, and (b) the Contractor's not entitled to make any claim against the Owner, arising out of, or in connection with, the Site Conditions, including, without limitation: (i) the location and adequacy of existing services or items of infrastructure, including water, electrclty, gas, fuel EDC 16-061 Pe ‘CONTRACT FOR WORKS SS ENGINEERING, SUPPLY, DELIVERY, INSTALLATION, TESTING AND COMMISSIONING OF ONE (1) AUTOMATIC LRG. VOLTAGE REGULATOR (AVR) OF MALITBOG BOTTOMING POWER PLANT between EDC and ABB PTE LTD.telephone, drainage, sewerage, fibre optic cable and electronic communication services, (i) the adequacy and. position of load bearing and support structures; and (li) any adverse impact the Works may have on any land adjacent to or adjoining the Ste. 4.11 SUFFICIENCY OF CONTRACT PRICE ‘The Contractor shal be deemed to: 2) have satisfied itself as tothe correctness and sufficiency ofthe Contract Price, and bb) have based the Contract Price on the data, interpretations, necessary information, inspections, ‘examinations and satisfaction as to al relevant matters referred to in Sub-Clause 4.10 site Dato] and any further data relevant to the Contractors design. Unless otherwise stated in the Contract, the Contract Price covers all the Contractors obligations under the ‘Contract and all things necessary forthe proper design, execution and completion of the Works, including the ‘provision for any contingencies, the conduct of the various tests provided in this Contract and the remedying, cof any Defects, 4.12 RIGHTS OF WAY AND FACILITIES. ‘The Contractor acknowledges that existing rights-of way as of the Commencement Date, including those for ‘access to the Site, ae sufficient to enable It to perform the Works in accordance with the Contract. 4.13 AVOIDANCE OF INTERFERENCE “The Contractor shall not interfere unnecessarily or improperly with: (a) the convenience of the public, or (b) the access to and use and occupation ofall roads and footpaths, irrespective of whether they are public or in the possession of the Owner or of others, Contractor warrants that the delivery of the Goods and/or performance of the Works at the Site shall not ‘unduly interfere withthe operations of Owner atthe Site. Owner shal have the right to cause the stoppage of, ‘any works being undertaken by Contractor which unduly interfere with its Site operations. 434 ACCESS ROUTE ‘The Contractor shall be deemed to have been satisfied as to the suttaity and availabilty of access routes to the Site. The Contractor shal use reasonable efforts to prevent any road or bridge from being damaged by the ‘Contractor's traffic or by the Contractor's Personnel. These efforts shall include the proper use of appropriate vehicles and routes. Except as otherwise stated in the Contract: 1a). the Contractor shall (as between the Parties) be responsible for any maintenance which may be required forts use of access routes; 1b). the Contractor shall provide all necessary signs or directions along access routes, and shall obtain any permission which may be required from the relevant authorities for its use of routes, signs and directions; ‘@) the Owner shall not be responsible for any claims which may arise from the use or otherwise of any access. route; )_ the Owner does not guarantee the sultablity or availability of particular access routes; and EDC 16-061 CONTRACT FOR WORKS SS ENGINEERING, SUPPLY, DELIVERY, INSTALLATION, TESTING AND COMMISSIONING OF ONE (1) AUTOMATIC LRG ‘VOLTAGE REGULATOR (AVR) OF MALITBOG BOTTOMING POWER PLANT between EDC and ABB PTELTD.‘e) Costs due to non-sutabilty or non-availability for the use required by the Contractor, of access routes shall be borne by the Contractor. 4.15 TRANSPORT OF GOODS AND EQUIPMENT 1a) The Contractor shall give the Engineer not fess than $ days written notice of the date on which the Materials and/or Contractor's Equipment or any major item of other Goods wil be delivered tothe site, by The Contractor shal be responsible for packing worthy for international shipment, loading, transporting, recelving, unloading, storing and protecting all Equipment, Materials, Contractor's Equipment, Goods and ‘other things required for the Works. The Contractor shall algo be responsible for the delivery of the Equipment at Owner's named Delivery Point, 4.16 CONTRACTOR'S EQUIPMENT. “The Contractor shall be responsible forall Contractor’s Equipment. When brought on to the Site, Contractor's Equipment shall be deemed to be exchsively intended for the execution ofthe Works. The Contractor shal not remove from the Site any major items of Contractor's Equipment, which the Engineer determines is or will be required for the performance of the Works by the Contractor, without the written consent of the Engineer, ‘which consent shall not be unreasonably delayed or withheld. However, consent shall not be required for ‘vehicles transporting Goods or Contractor's Personnel offsite 4.17 PROTECTION IMENT. “The Contractor shall take all reasonable steps to protect the environment (both on and off the Site) and to limit damage and nuisance to people and property resulting from pollution, noise and other resus of its ‘operations. “The Contractor shall ensure that emissions, surface discharges and effluent from the Contractors activities shall not exceed the values prescribed by applicable Laws, 4.18 SITESERVICES AND FACGLITIES Each of the Contractor and the Owner shall be responsible for the provision of Site services, equipment and facilities allocated to it in Appendix O [Site Services and Focities Allocation). Each Party shall provide such services and facilities at no cost to the other Party. In case the Contractor requests Owner to provide services ‘and feclties that the Contractor should provide under Appendix O [Site Services and Facifties Allocation], the Contractor shall pay the Owner the associated costs for providing such services and facilities for use of the Contractor. ‘The Contractor shall be responsible for each item of Owner's Equipment whilst any of the Contractor's Personnel is operating it, driving it, directing it or in possession or control of it. 419 PROGRESS REPORTS Unless otherwise stated in the Contract, dally and biweekly progress reports shall be prepared by the Contractor and submitted to the Engineer in three copies. Reporting shall continue until the Contractor has completed all work which is known to be outstanding at the completion date stated in the Taking Over Certificate forthe Works ‘The first daily progress report shall be provided no later than ten o'clock (20:00) am of the calendar day following the Handover Date, Dally progress reports shall be submitted thereafter, no later then ten o'clock (10:00) am ofthe day immediately succeeding thereto. EDC 16-061 ‘CONTRACT FOR WORKS ENGINEERING, SUPPLY, DELIVERY, INSTALLATION, TESTING AND COMMISSIONING OF ONE (1) AUTOMATIC. LRG. VOLTAGE REGULATOR (AVR) OF MALITEOG BOTTOMING POWER PLANT between EDC and ABB PTE LTD.