Qatar Pwa Standard Form Design & Build 2014

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STATE OF QATAR

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BUILDING AND ENGINEERING WORKS
GENERAL CONDITIONS OF CONTRACT FOR
DESIGN AND BUILD
2014 EDITION

DB_General_Conditions_of_Contract Rev 0
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PUBLIC WORKS AUTHORITY
STATE OF QATAR DESIGN AND BUILD CONTRACT
PUBLIC WORKS AUTHORITY GENERAL CONDITIONS OF CONTRACT
Project ID Contents i Jun-14
Project Title 140603 DB_General_Conditions_of_Contract Rev 0 - locked
CONTENTS
1. THE CONTRACT AND PRELIMINARY MATTERS 1
1.1 Definitions and Interpretation ................................................................................................. 1
1.2 Contract Documents .............................................................................................................. 1
1.3 Preliminary Matters ................................................................................................................ 1
1.4 President as Authority!s Representative ................................................................................ 2
1.5 Contractor!s Representative .................................................................................................. 2
1.6 Communications .................................................................................................................... 2
1.7 Contractor!s Responsibilities and Liabilities ........................................................................... 4
1.8 Intellectual Property (Contractor!s Documents and Information) ........................................... 4
1.9 Authority!s Material ................................................................................................................ 4
1.10 Information Created for Purposes of Contract ....................................................................... 5
1.11 Performance Guarantee ........................................................................................................ 5
1.12 Advance Payment Guarantee ................................................................................................ 6
1.13 Retention Guarantee .............................................................................................................. 7
1.14 Materials Guarantee .............................................................................................................. 7
1.15 Collateral Warranties: Sub-Contractors ................................................................................. 7
1.16 Extended Sub-Contractor Warranties and Guarantees ......................................................... 8
1.17 Parent Company Guarantee .................................................................................................. 8
2. AUTHORITYS OBLIGATIONS 8
2.1 Authority Provided Facilities, Information and Services ......................................................... 8
2.2 Right of Access to the Site and Work Places ......................................................................... 9
2.3 Authority!s Equipment ............................................................................................................ 9
2.4 Free-Issue Materials ............................................................................................................ 10
2.5 Authority!s Obligations in relation to Approvals .................................................................... 10
2.6 Appointment of Engineer and Responsibilities .................................................................... 11
2.7 Engineer!s Instructions ......................................................................................................... 12
2.8 Decision of the Engineer ...................................................................................................... 13
2.9 Engineer!s Evaluation .......................................................................................................... 13
2.10 Authority!s Assistance .......................................................................................................... 13
3. CONTRACTORS GENERAL OBLIGATIONS 14
3.1 General Design and Construction Obligations ..................................................................... 14
3.2 Contractor!s Execution ......................................................................................................... 14
3.3 Site Conditions ..................................................................................................................... 15
Project ID Contents ii Jun-14
3.4 Fossils and Antiquities ......................................................................................................... 15
3.5 Local Office .......................................................................................................................... 16
3.6 Approvals to be obtained by the Contractor ......................................................................... 16
3.7 Contractor!s Equipment ....................................................................................................... 16
3.8 Electricity, Water and Gas ................................................................................................... 17
3.9 Setting Out ........................................................................................................................... 17
3.10 Transportation of Goods ...................................................................................................... 17
3.11 Co-ordination with Third Parties ........................................................................................... 17
3.12 Contractor!s Operations on Site ........................................................................................... 18
3.13 Security of the Site and Control of Access ........................................................................... 18
3.14 Avoidance of Interference .................................................................................................... 18
3.15 Access Route ....................................................................................................................... 19
3.16 Training ................................................................................................................................ 19
3.17 Qatar Materials, Services and Transportation ..................................................................... 19
3.18 Quality Management ............................................................................................................ 20
3.19 Health, Safety and Security Management ........................................................................... 20
3.20 Environmental Management ................................................................................................ 21
3.21 Records and Progress Reporting ......................................................................................... 21
3.22 Preparation and Implementation of Project Control Documents .......................................... 21
3.23 Compliance of Project Control Documents with Contract .................................................... 21
4. DESIGN - CONTRACTORS DOCUMENTS 22
4.1 Preparation of Contractor!s Documents ............................................................................... 22
4.2 Review of Contractor!s Documents ...................................................................................... 22
4.3 Review for Non-Objection .................................................................................................... 22
4.4 Review for Information ......................................................................................................... 23
4.5 Errors in Contractor!s Documents ........................................................................................ 24
4.6 Further Modification ............................................................................................................. 24
4.7 As-Built Documents ............................................................................................................. 24
4.8 Operation and Maintenance Manuals .................................................................................. 24
4.9 Maintenance of Records, Inspection and Audit ................................................................... 25
5. SUB-CONTRACTING 25
5.1 Sub-Contractors, Suppliers and Consultants ....................................................................... 25
5.2 Key Sub-Contracts ............................................................................................................... 26
5.3 All Sub-Contracts ................................................................................................................. 27
5.4 Nominated Sub-Contractors ................................................................................................ 27
5.5 Novation ............................................................................................................................... 28
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6. PROGRAMME 29
6.1 Importance of Programme ................................................................................................... 29
6.2 Master Programme, Baseline Programme and Activity Programme ................................... 29
6.3 Rate of Progress .................................................................................................................. 29
6.4 Acceleration ......................................................................................................................... 30
7. CONTRACTORS PERSONNEL 31
7.1 Contractor!s Superintendence ............................................................................................. 31
7.2 Key Personnel...................................................................................................................... 31
7.3 Contractor!s Personnel ........................................................................................................ 31
7.4 Accommodation and Facilities ............................................................................................. 32
7.5 Disorderly Conduct .............................................................................................................. 32
7.6 Qatar Personnel ................................................................................................................... 32
8. PLANT, MATERIALS AND WORKMANSHIP 33
8.1 Samples, Mock-Ups and Animations ................................................................................... 33
8.2 Inspection............................................................................................................................. 33
8.3 Ownership of Plant and Materials ........................................................................................ 34
9. COMMENCEMENT AND COMPLETION 35
9.1 Commencement ................................................................................................................... 35
9.2 Time for Completion ............................................................................................................. 35
9.3 Delays to Completion ........................................................................................................... 35
9.4 Delays Caused by Regulatory Bodies ................................................................................. 36
10. TESTING 36
10.1 Testing: General .................................................................................................................. 36
10.2 Preliminary Tests and Provisional Completion .................................................................... 37
10.3 Rejection .............................................................................................................................. 38
10.4 Remedial Work .................................................................................................................... 38
10.5 Tests on Completion ............................................................................................................ 39
10.6 Tests after Completion ......................................................................................................... 39
10.7 Evaluation of Results ........................................................................................................... 39
10.8 Delayed Tests on Completion .............................................................................................. 40
10.9 Retesting .............................................................................................................................. 40
10.10 Failure to Pass Tests on Completion ................................................................................... 41
11. TAKING-OVER, COMPLETION AND DEFECTS 42
11.1 Taking-Over ......................................................................................................................... 42
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11.2 Completion of the Works ...................................................................................................... 43
11.3 Deemed Taking-Over ........................................................................................................... 44
11.4 Authority Discretion to Take-Over ........................................................................................ 45
11.5 Completion of Outstanding Work and Remedying Defects .................................................. 45
11.6 Cost of Remedying Defects ................................................................................................. 45
11.7 Extension of Maintenance Period ........................................................................................ 46
11.8 Failure to Remedy Defects .................................................................................................. 46
11.9 Removal of Defective Work ................................................................................................. 46
11.10 Further Tests ........................................................................................................................ 47
11.11 Rights of Access and Method Statement ............................................................................. 47
11.12 Contractor to Investigate ...................................................................................................... 47
11.13 Maintenance Certificate ....................................................................................................... 47
11.14 Latent Defects ...................................................................................................................... 48
11.15 Clearance of Site ................................................................................................................. 48
12. PAYMENT 48
12.1 Payment Amount ................................................................................................................. 48
12.2 Payment Terms .................................................................................................................... 49
12.3 Taxes, Penalties and Fines .................................................................................................. 49
12.4 Preliminary Final Account .................................................................................................... 49
12.5 Final Account ....................................................................................................................... 50
12.6 Assessment of the Final Account ......................................................................................... 50
12.7 Certification and Payment of the Final Account ................................................................... 51
12.8 Discharge ............................................................................................................................. 52
12.9 Cessation of Authority!s Liability .......................................................................................... 52
13. VARIATIONS 52
13.1 General ................................................................................................................................ 52
13.2 Instructed Variation .............................................................................................................. 53
13.3 Variation Proposal ................................................................................................................ 53
13.4 Value Engineering................................................................................................................ 53
13.5 Effect of Evaluation .............................................................................................................. 54
13.6 Provisional Sums and Prime Cost Sums ............................................................................. 54
13.7 Changes to the Applicable Codes and Standards and Law ................................................. 55
14. FORCE MAJEURE 55
14.1 Meaning of Force Majeure Event ......................................................................................... 55
14.2 Notice of Force Majeure Event ............................................................................................ 56
14.3 Notice of Cessation of Force Majeure Event ....................................................................... 56
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14.4 No Relief from Payment Obligations .................................................................................... 57
14.5 Duty to Mitigate .................................................................................................................... 57
14.6 Consequences of Force Majeure Event ............................................................................... 57
14.7 Sub-Contractor Force Majeure Event .................................................................................. 57
14.8 Optional Termination, Payment and Release ...................................................................... 57
15. RISK AND RESPONSIBILITY 58
15.1 Warranted Project Data ....................................................................................................... 58
15.2 Project Data at Contractor!s Risk ......................................................................................... 58
15.3 Contractor!s Care of the Works ............................................................................................ 58
15.4 Authority!s Risks .................................................................................................................. 59
15.5 Authority!s Indemnity ............................................................................................................ 59
15.6 Contractor!s Indemnity ......................................................................................................... 60
15.7 Risk Alerts ............................................................................................................................ 61
16. INSURANCES 62
16.1 Insurance Programme for the Works ................................................................................... 62
16.2 General Requirements for Insurances ................................................................................. 62
16.3 Insurance Obligations Particular to the Authority ................................................................. 62
16.4 Insurance Obligations Particular to the Contractor .............................................................. 63
16.5 Authority!s Co-Insured Insurance Policies ........................................................................... 63
16.6 Rights and Obligations of the Insured Parties ...................................................................... 64
16.7 Liability and Limits of Coverage ........................................................................................... 65
16.8 Cancellation of the Contractor!s Insurance Policies ............................................................. 65
16.9 Insurance of the Facilities, Information and Services .......................................................... 65
17. DEFAULT, PENALTIES AND LIMIT OF LIABILITY 66
17.1 Notice to Correct .................................................................................................................. 66
17.2 Default Events...................................................................................................................... 66
17.3 Limit of Penalties .................................................................................................................. 68
17.4 Penalties for Delay to Performance ..................................................................................... 68
17.5 Penalties for Health and Safety Infringement ...................................................................... 69
17.6 Penalties for Environmental Infringement ............................................................................ 69
17.7 Other Penalties .................................................................................................................... 69
17.8 Key Performance Indicators ................................................................................................. 69
17.9 Limits of Liability for Consequential Loss ............................................................................. 69
17.10 Authority!s Methods of Recovery from the Contractor ......................................................... 70

Project ID Contents vi Jun-14
18. SUSPENSION AND TERMINATION 70
18.1 Suspension .......................................................................................................................... 70
18.2 Consequences of Suspension ............................................................................................. 72
18.3 Payment for Plant and Materials in Event of Suspension .................................................... 72
18.4 Resumption of Work ............................................................................................................ 72
18.5 Termination .......................................................................................................................... 73
18.6 Action Upon Termination ..................................................................................................... 73
18.7 Termination Payment ........................................................................................................... 75
19. CLAIMS AND SETTLEMENT OF DISPUTES 76
19.1 Contractor!s Claims .............................................................................................................. 76
19.2 Impact Assessment .............................................................................................................. 78
19.3 Authority!s Claims ................................................................................................................ 79
19.4 Dispute " Engineer!s Determination .................................................................................... 80
19.5 Amicable Settlement ............................................................................................................ 80
19.6 Expert!s Decision ................................................................................................................. 81
19.7 Reference to Courts ............................................................................................................. 82
19.8 Arbitration............................................................................................................................. 82
20. GENERAL PROVISIONS 84
20.1 Governing Law and Language ............................................................................................. 84
20.2 Joint and Several Liability .................................................................................................... 84
20.3 Corruption and Fraud ........................................................................................................... 84
20.4 Independent Contractor ....................................................................................................... 84
20.5 Confidentiality ...................................................................................................................... 84
20.6 Conflicts of Interest .............................................................................................................. 85
20.7 Entire Agreement ................................................................................................................. 86
20.8 Severability .......................................................................................................................... 86
20.9 Survival of Rights ................................................................................................................. 86
20.10 Amendment .......................................................................................................................... 86
20.11 Waiver .................................................................................................................................. 86
20.12 Assignment .......................................................................................................................... 87
APPENDIX 1
APPENDIX 2
Project ID Page 1 Jun-14
1. THE CONTRACT AND PRELIMINARY MATTERS
1.1 Definitions and Interpretation
1.1.1 The defined words and expressions set out in Clause 1 of Appendix 1 [Definitions and
Interpretation] and the provisions relating to the construction and interpretation of the
Contract set out in Clause 2 of Appendix 1 [Definitions and Interpretation] shall apply to the
Contract.
1.2 Contract Documents
1.2.1 The following documents constitute the Contract Documents and shall be taken as mutually
explanatory of one another. For the purposes of interpretation of the Contract if there is a
conflict, ambiguity or discrepancy between these documents, the order of precedence, from
highest (a) to lowest (k) shall be as follows:
(a) Memorandum of Contract; and
(b) Particular Conditions; and
(c) General Conditions of Contract; and
(d) Schedule A [Project Brief]; and
(e) Schedule B [Payment Schedules]; and
(f) Schedule C [Resources Schedules]; and
(g) Schedule D [Representatives for Amicable Settlement]; and
(h) Schedule E [Insurances]; and
(i) Schedule F [Access to Site]; and
(j) Schedule G [Guaranteed Performance Levels]; and
(k) Schedule H [Other Documents].
1.2.2 In the event that there exists a conflict, ambiguity or discrepancy within the Contract
Documents which cannot be resolved by applying the order of precedence set out in Sub-
clause 1.2.1, the Party discovering such conflict, ambiguity or discrepancy shall notify the
other Party and the Engineer upon discovery. The Engineer shall, in accordance with Sub-
clause 2.7 [Engineers Instructions], issue an instruction in respect of such conflict,
ambiguity or discrepancy and the Contractor shall give immediate effect to such instruction.
Subject to Sub-clause 15.1 [Warranted Project Data], compliance with the Engineer!s
instruction pursuant to this Sub-clause 1.2.2 shall be at the Contractor!s risk.
1.3 Preliminary Matters
1.3.1 The Contract shall come into effect on the Effective Date. Notwithstanding the effectiveness
of the Contract, the Authority shall not be obliged to authorise or procure any payments to
the Contractor under the Contract until:
(a) the Contractor has provided the Authority with:
(i) a power of attorney, duly notarised and authenticated or attested for use
in the State of Qatar, empowering the Representative of the Contractor to
bind the Contractor; and
(ii) the documents required to be executed and delivered to the Authority
listed in section 2-A [Documents] of Appendix 2 [Contract Particulars]; and
(iii) evidence that the insurances described in Schedule E [Insurances] to be
effected and maintained by the Contractor will come into full force and
effect on and from the earlier of:
(A) the Commencement Date; and
(B) the date upon which the Contractor starts any activities in
connection with the design or execution of the Works; and
(b) the Engineer has given its non-objection to the Initial Contractor!s Documents.
1.3.2 The Contractor acknowledges that a failure to comply with Sub-clause 1.3.1 within ninety
(90) Days of the Commencement Date shall constitute a default event for the purposes of
Sub-clause 17.2 [Default Events].
1.4 President as Authoritys Representative
1.4.1 The President shall represent the Authority in all matters relating to the Contract. Save for
the duties expressly assigned to the Engineer under the Contract, the President shall have
the duties, powers and authority to act on behalf of and to bind the Authority for all the
purposes of the Contract, including the authority to give and receive all Communications, to
enter into correspondence with the Contractor and/or the Engineer, to authorise actions of
the Engineer requiring the Authority!s written authorisation and to make decisions and
accept commitments on behalf of the Authority.
1.4.2 The President may, by notice to the Contractor, delegate some or all of its duties, powers
and authority under the Contract to a sub-representative. The notice shall state the name
of the sub-representative and the duties, powers and authority that have been delegated.
The President may, by notice to the Contractor, revoke any of the duties, powers and
authority delegated to the sub-representative and may in such notice or in a separate notice
appoint a substitute sub-representative with the same or different delegated duties, powers
and authority.
1.5 Contractors Representative
1.5.1 Prior to the Commencement Date the Contractor shall submit for the Engineer!s non-
objection the name of the Contractor!s Representative and, prior to any replacement of the
Contractor!s Representative, submit for the Engineer!s non-objection the name of the
proposed replacement.
1.5.2 The Contractor!s Representative shall have the duties, powers and authority to act on behalf
of and to bind the Contractor for all the purposes of the Contract, including the authority to
receive and implement all instructions of the Engineer, to give and receive all
Communications, to enter into correspondence with the Authority and the Engineer and to
make decisions and accept commitments on behalf of the Contractor.
1.6 Communications
1.6.1 Where the Contract provides for the giving, issuing or making by the Authority, the Engineer
or the Contractor to each other of a Communication and the transfer of information with a
Communication, such Communication and accompanying information shall be:
(a) in Arabic or English as the circumstances require; and
(b) in writing (with written confirmation of receipt for any formal notice given pursuant
to a Clause or Sub-clause); and
(c) state the Clause or Sub-clause pursuant to which the Communication is given,
issued or made.
1.6.2 Subject to Sub-clause 1.6.6, and except as otherwise expressly stated in the Contract, all
Communications shall be delivered or transmitted by hand, registered courier or electronic
transmission (being either facsimile or email) to the Contact Details of the addressee.
1.6.3 Where a Communication is delivered by electronic transmission, the sender shall, within
seven (7) Days after the electronic transmission is delivered, deliver a copy of the electronic
transmission by hand or registered courier to the Contact Details of the addressee.
1.6.4 Subject to Sub-clause 1.6.5, a Communication shall be deemed to be received by the
addressee:
(a) in the case of facsimile transmission, on the date and at the time shown on the
transmission report by the machine from which the facsimile was sent, subject to
the machine producing a report that the facsimile was sent in its entirety to the
Contact Details of the addressee; and
(b) in the case of email:
(i) at the time of receipt by the sender of an email acknowledgement from
the intended addressee!s information system showing that the email has
been delivered to the email address of that addressee; or
(ii) if no email acknowledgement is received, then at the time the email enters
an information system which is under the control of the intended
addressee (and the addressee shall make available at the request of the
sender, evidence of such time); and
(c) in the case of delivery by hand or registered courier, at the time of and on the date
of delivery.
1.6.5 In the event that a Communication is received after 3:00 pm at the physical address of the
addressee stated in its Contact Details, it shall be taken to have been received by the
addressee at 8:00 am on the next Day.
1.6.6 Any Communication concerning:
(a) Penalties or default pursuant to Clause 17 [Default, Penalties and Limit of Liability];
or
(b) suspension pursuant to Sub-clauses 18.1 [Suspension] to 18.4 [Resumption of
Work]; or
(c) a Notice of Dissatisfaction; or
(d) termination pursuant to Sub-clause 18.5 [Termination]; or
(e) any matter pursuant to Clause 19 [Claims and Settlement of Disputes],
shall be delivered by hand or registered courier to the Contact Details of the addressee. A
colour scan copy of the Communication shall also be sent simultaneously by electronic
transmission. A Communication concerning any of the matters referred to in Sub-clauses
1.6.6(a) to 1.6.6(e) shall be communicated separately from other Communications.
Communications in respect of the matters referred to in Sub-clauses 1.6.6(a) to 1.6.6(e)
shall be deemed effective upon the date of receipt of the hard copy. Only the received hard
copy shall constitute the effective Communication for the purposes of the Contract.
1.6.7 The Authority, the Engineer and the Contractor may each change their respective Contact
Details for the purposes of this Sub-clause 1.6 [Communications] by giving notice to each
other in accordance with the procedures for the giving, issuing or making of
Communications set forth in this Sub-clause 1.6 [Communications] not less than fourteen
(14) Days before such change is to take effect. Any notice of such new Contact Details shall
only be effective for the purposes of this Sub-clause 1.6 [Communications] after it is deemed
received pursuant to Sub-clauses 1.6.4 and 1.6.5.
1.7 Contractors Responsibilities and Liabilities
1.7.1 No assistance, non-objection, approval, opinion, determination, decision, review, rejection,
certificate, consent, notice, request, direction, admission, approach, confirmation, comment,
sanction, acknowledgement, acceptance, advice or other communication made, given or
imposed by or on behalf of the Authority or the Engineer or any of the Authorised Persons,
nor any omission or failure to make, give or impose any of the foregoing, and no payments
made, authorised or procured by or on behalf of the Authority, shall in any way relieve the
Contractor from any obligations, duties, responsibilities, risks or liabilities arising out of,
under or in connection with the Contract or the Law (nor shall such obligations, duties,
responsibilities, risks or liabilities be restricted in any way) or affect any of the Authority!s
rights and remedies arising out of, under or in connection with the Contract or the Law.
1.8 Intellectual Property (Contractors Documents and Information)
1.8.1 The Contractor warrants that all Intellectual Property Rights in the Contractor!s Documents
or in any Information which otherwise may be used by it in connection with the Contract
shall not cause or constitute an infringement of the rights of any other person.
1.8.2 Sub-clause 15.6.1(a) shall apply to any breach of the Contractor!s warranty pursuant to
Sub-clause 1.8.1.
1.9 Authoritys Material
1.9.1 All Intellectual Property Rights in respect of the Authority!s Material vest exclusively in the
Authority.
1.9.2 From the Effective Date until the issue of the Maintenance Certificate or the earlier
termination of the Contract or of the Contractor!s employment under the Contract, the
Contractor shall have the right, at its own risk, to use and copy the Authority!s Material solely
for the purposes of the Contract. If the Contractor communicates the Authority!s Material to
a Sub-Contractor, Contractor!s Personnel or to other persons, the Contractor shall ensure
that such Authority!s Material is used solely for the purposes of the Contract and is not
further communicated by the recipient to other persons without the written authorisation of
the Engineer.
1.9.3 The Contractor shall, at the Contractor!s risk:
(a) comply with and enforce the requirements and obligations in this Sub-clause 1.9
[Authoritys Material] and shall not otherwise act in any way which prejudices or
compromises the Intellectual Property Rights of the Authority in the Authority!s
Material; and
(b) not represent itself as the owner of, or having any interest in, the Authority!s
Material or any part of it except as otherwise authorised by the Engineer; and
(c) not cause damage to, or create a conflict with, the title or interest of the Authority
in the Authority!s Material when using it or permitting its use; and
(d) not remove any marks or markings indicating the ownership of the Authority!s
Material; and
(e) execute such agreements in relation to the use of the Authority!s Material as may
be required by the Engineer from time to time; and
(f) do all acts and things required by the Engineer to assist the Authority in defending
its right, title, interest and goodwill in the Authority!s Material, including the
provision of any evidence required by the Engineer for use in the preparation or
conduct of any proceedings relating to the validity, right to register, unauthorised
use or infringement of the Authority!s Material; and
(g) not challenge (whether pursuant to contract, law or otherwise) or call into question
in any way the validity of, or the Authority!s right to register, the Authority!s Material
or the right, title, interest and goodwill of the Authority in respect of the Authority!s
Material; and
(h) not modify or reverse engineer the Authority!s Material; and
(i) not infringe the other Intellectual Property Rights vested in the Authority; and
(j) do all other acts and things required by the Authority to ensure the protection of
the Authority!s Material,
and the Contractor shall procure that all Sub-Contractors, Contractor!s Personnel and other
persons in receipt of Authority!s Material comply with and enforce the terms of this Sub-
clause 1.9 [Authoritys Material].
1.10 Information Created for Purposes of Contract
1.10.1 Subject to Sub-clause 1.10.3, the ownership of all Information created or conceived by the
Contractor or by Sub-Contractors, Contractor!s Personnel or other persons as a result of
the performance of the Contractor!s obligations under the Contract (including the Intellectual
Property Rights in respect thereof) shall vest in the Authority upon creation or conception.
Such ownership shall include any Information contained in the Project Brief and any
Information created in accordance with Sub-clause 2.1 [Authority Provided Facilities,
Information and Services].
1.10.2 The Contractor assigns to the Authority, free of Liens, ownership of the Information referred
to in Sub-clause 1.10.1 (including the Intellectual Property Rights in respect thereof) and
shall ensure that Sub-Contractors, Contractor!s Personnel and other persons execute all
documents and do all things necessary to assign ownership of such Information to the
Authority.
1.10.3 Sub-clauses 1.10.1 and 1.10.2 shall not apply to Intellectual Property Rights of the
Contractor, Sub-Contractor, Contractor!s Personnel or other persons incorporated in the
Contractor!s Documents or other Information contained in submissions made by the
Contractor to the Engineer or the Authority under the Contract if:
(a) such Intellectual Property Rights have been exclusively or substantially created by
them other than in connection with the performance of the Contract; and
(b) the Contractor has given prior notice to the Authority advising of such ownership
and explaining in such notice why Sub-clauses 1.10.1 and 1.10.2 should not apply
to the relevant Intellectual Property Rights incorporated in the Contractor!s
Documents or other Information.
1.10.4 The Contractor grants, and shall procure that Sub-Contractors, Contractor!s Personnel and
other persons shall grant, to the Authority an irrevocable, perpetual, non-exclusive, royalty-
free licence to use, modify and reproduce any materials provided with the Contractor!s
Documents or other Information submitted to the Engineer or the Authority under the
Contract containing Intellectual Property Rights of the Contractor or any Sub-Contractor,
Contractor!s Personnel or other persons to which Sub-clause 1.10.3 applies. Such licence
shall include the right to grant sub-licences and/or to transfer, novate or assign the licence
to any person undertaking activities in connection with the Project.
1.10.5 Subject to Sub-clauses 1.10.3 and 1.10.4, the Contractor shall not have the benefit, directly
or indirectly, of any royalty, gratuity or commission in respect of any patented or protected
material or process used on or for the purpose of the Contract.
1.11 Performance Guarantee
1.11.1 The Contractor shall, at its own expense, provide to the Authority an irrevocable and
unconditional on demand Performance Guarantee from a bank registered and operating in
the State of Qatar for the percentage of the Contract Price stated in section 3-C [Values
and Payments] of Appendix 2 [Contract Particulars].
1.11.2 Without affecting the Authority!s rights pursuant to Sub-clause 1.11.3, as soon as
practicable following each Review Date the Engineer shall notify the Contractor of its
calculation of the Contract Price as at the Review Date. In the event that the Engineer!s
calculation shows the Contract Price at the Review Date to have increased when compared
to the Contract Price as at the Commencement Date or, if later, as at the preceding Review
Date, the Contractor shall, within fourteen (14) Days after the Engineer!s notice, deliver to
the Engineer a new or an amended Performance Guarantee for the percentage stated in
section 3-C [Values and Payments] of Appendix 2 [Contract Particulars] of the increased
Contract Price less any amounts received by the Authority in respect of demands made
against the Performance Guarantee.
1.11.3 In the event that the Contract Price increases by more than the percentage stated in section
3-D [Values and Payments] of Appendix 2 [Contract Particulars] when compared to the
Contract Price as at the Commencement Date or, if later, as at the preceding Review Date,
the Engineer shall notify the Contractor of the increased Contract Price and the Contractor
shall, within fourteen (14) Days after the Engineer!s notice, deliver to the Engineer a new or
an amended Performance Guarantee for the percentage stated in section 3-C [Values and
Payments] of Appendix 2 [Contract Particulars] of the increased Contract Price less any
amounts received by the Authority in respect of demands made against the Performance
Guarantee. The provision of a new or amended Performance Guarantee pursuant to this
Sub-clause 1.11.3 shall not affect the Contractor!s obligation to provide a new or amended
Performance Guarantee pursuant to Sub-clause 1.11.2.
1.11.4 In the event that the Contractor fails to deliver a new or an amended Performance
Guarantee as required by Sub-clause 1.11.2 or 1.11.3 within fourteen (14) Days after the
Engineer!s notice, the Authority may, in its sole discretion, demand payment of the full value
of the existing Performance Guarantee.
1.11.5 The Contractor shall ensure that the Performance Guarantee, including all amendments
thereto, remains valid until ninety (90) Days after the issuance of the Maintenance
Certificate.
1.11.6 In the event that:
(a) the Engineer gives notice to the Contractor that the Performance Guarantee will
expire earlier than the period specified in Sub-clause 1.11.5; and
(b) the Contractor fails to extend, replace or amend (as appropriate) the Performance
Guarantee prior to within thirty-five (35) Days of its expiry,
the Authority may, in its sole discretion, demand payment under the Performance
Guarantee.
1.12 Advance Payment Guarantee
1.12.1 If it is stated in section 3-A [Values and Payments] of Appendix 2 [Contract Particulars] that
an advance payment is to be paid to the Contractor in accordance with Schedule B
[Payment Schedules], then as a precondition to the Authority!s obligation to authorise or
procure payment of the advance payment the Contractor shall, at its own expense, provide
to the Authority an irrevocable and unconditional on demand Advance Payment Guarantee
from a bank registered and operating in the State of Qatar.
1.12.2 The Contractor shall ensure that the Advance Payment Guarantee remains valid until the
advance payment has been fully repaid in accordance with Schedule B [Payment
Schedules].
(a) the Engineer gives notice to the Contractor that the Advance Payment Guarantee
will expire earlier than the period specified in Sub-clause 1.12.2; and
(b) the Contractor fails to extend, replace or amend (as appropriate) the Advance
Payment Guarantee prior to within thirty-five (35) Days of the expiry of its expiry,
the Authority may, in its sole discretion, demand payment under the Advance Payment
Guarantee for the amount of advance payment outstanding.
1.13 Retention Guarantee
1.13.1 Subject to Sub-clause 1.13.2, in the event that the Contractor wishes to provide a guarantee
in lieu of retention in accordance with Schedule B [Payment Schedules], the Contractor
shall, at its own expense, provide to the Authority the Retention Guarantee from a bank
registered and operating in the State of Qatar prior to the release of any retention held under
the Contract.
1.13.2 The Contractor shall not be entitled to request the release of retention in excess of the
percentage stated in section 3-F [Values and Payments] of Appendix 2 [Contract
Particulars].
1.13.3 The Contractor shall ensure that the Retention Guarantee including all amendments thereto
remains valid until ninety (90) Days after the issuance of the Maintenance Certificate.
(a) the Engineer gives notice to the Contractor that the Retention Guarantee will expire
earlier than the period specified in Sub-clause 1.13.3; and
(b) the Contractor fails to extend, replace or amend (as appropriate) the Retention
the Authority may, in its sole discretion, demand payment under the Retention Guarantee.
1.14 Materials Guarantee
1.14.1 As a precondition to the Engineer giving its non-objection to certifying payment for Plant or
Materials stored off-Site in accordance with Schedule B [Payment Schedules], the
Contractor shall, at its own expense, provide to the Authority, a Materials Guarantee from
a bank registered and operating in the State of Qatar and in the amount of the sums to be
certified in respect of the Plant or Materials concerned. Such Materials Guarantee shall be
accompanied by a Vesting Agreement.
1.14.2 The Contractor shall ensure that the Materials Guarantee remains valid until the Plant and
Materials covered by the Materials Guarantee have been delivered to the Site and
incorporated into the Works.
(a) the Engineer gives notice to the Contractor that the relevant Materials Guarantee
will expire earlier than the period specified in Sub-clause 1.14.2; and
(b) the Contractor fails to extend, replace or amend (as appropriate) the Materials
the Authority may, in its sole discretion, demand payment of the full amount due under the
Materials Guarantee.
1.15 Collateral Warranties: Sub-Contractors
1.15.1 Prior to any work or services on the Project being commenced by a Key Sub-Contractor
(including the delivery to Site of any Goods of such Key Sub-Contractor), the Contractor
shall deliver to the Engineer a Collateral Warranty duly signed by the Key Sub-Contractor
together with evidence of the authority of the person signing on behalf of the Key Sub-
Contractor.
1.15.2 The Authority may refuse access to the Site to any Key Sub-Contractor in respect of whom
a Collateral Warranty has not been delivered as required by this Sub-clause 1.15 [Collateral
Warranties: Sub-Contracting] and such refusal of access to the Site shall be at the
Contractor!s risk.
1.16 Extended Sub-Contractor Warranties and Guarantees
1.16.1 The Contractor shall, at its own expense, assign to the Authority the benefit of any
warranties and guarantees from Sub-Contractors which extend beyond the Maintenance
Period.
1.16.2 An assignment pursuant to Sub-clause 1.16.1 shall be effected using the specimen form of
assignment provided in Schedule H [Other Documents].
1.17 Parent Company Guarantee
1.17.1 In the event that the Contractor is a branch, subsidiary, affiliate or otherwise of a Parent
Company, then the Contractor shall, at its own expense, procure a Parent Company
Guarantee for the benefit of the Authority from its Parent Company.
1.17.2 In the event that the Contractor is an Association of Persons and any member of the
Contractor is a branch, subsidiary, affiliate or otherwise of a Parent Company, then each
such member shall, at its own expense, procure a Parent Company Guarantee for the
benefit of the Authority from its Parent Company.
2. AUTHORITYS OBLIGATIONS
2.1 Authority Provided Facilities, Information and Services
2.1.1 Where expressly provided in the Project Brief, the Authority shall supply to the Contractor,
without charge and for the purposes of the Works only, Facilities, Information and Services
in the manner, if any, stated in the Project Brief and by the later of the date, where identified,
for the supply of such Facilities, Information and Services:
(a) in the Project Brief; and
(b) subject to Sub-clause 6.2.7, in the Baseline Programme.
2.1.2 In the event that the Authority fails to supply any Facilities, Information and Services that it
has agreed to supply in accordance with Sub-clause 2.1.1, the Contractor shall notify the
Engineer of such failure.
2.1.3 In the event that the Contractor gives notice pursuant to Sub-clause 2.1.2 and the Authority
fails to supply the Facilities, Information and Services identified in the notice within a further
seven (7) Days after receipt by the Engineer of the notice:
(a) the Contractor shall itself procure the supply of substitute facilities, information or
services equivalent to the Facilities, Information and Services that the Authority
failed to supply; and
(b) in the event that the Authority!s failure causes the Works to be delayed and/or the
Contractor to incur additional Costs, subject to Sub-clause 19.1 [Contractors
Claims], the Contractor shall be entitled to bring a claim for Relief for Delay and
Relief for Cost plus Profit.
2.1.4 Any Facilities, Information and Services provided by the Authority to the Contractor for its
use pursuant to Sub-clause 2.1.1 shall remain the property of the Authority unless expressly
stated otherwise in the Contract. Upon the earlier of:
(a) the issue of the Completion Certificate; and
(b) the termination of the Contract or the Contractor!s employment under the Contract,
the Contractor shall deliver to the Engineer an inventory identifying the Facilities,
Information and Services that have been provided by the Authority and any Facilities,
Information and Services that have not been consumed in the design, execution and
completion of the Works shall be returned to the Authority in accordance with the
instructions of the Engineer at the Contractor!s risk.
2.1.5 Before the Contractor commences work to which any Facilities, Information and Services
relate (including the ordering or manufacture of any Plant and Materials), the Contractor
shall scrutinize the Contract Documents and the Facilities, Information and Services
supplied by the Authority pursuant to Sub-clause 2.1.1 for any defects, errors, discrepancies,
inaccuracies or inconsistencies between the Facilities, Information and Services and the
Contract Documents and for any aspects of the Facilities, Information and Services that do
not comply with the Applicable Codes and Standards or the Law.
2.1.6 The Contractor shall promptly notify the Engineer of any defects, errors, discrepancies,
inaccuracies or inconsistencies discovered as a result of its inspection pursuant to Sub-
clause 2.1.5 and upon receipt of such notice the Engineer shall issue an instruction pursuant
to Sub-clause 2.7 [Engineers Instructions] as to the manner in which the defects, errors,
discrepancies, inaccuracies or inconsistencies are to be resolved and the Contractor shall
comply with such instruction. Subject to Sub-clause 15.1 [Warranted Project Data],
compliance with the Engineer!s instruction pursuant to this Sub-clause 2.1.6 shall be at the
Contractor!s risk.
2.2 Right of Access to the Site and Work Places
2.2.1 Subject to Sub-clause 2.2.4, the Authority shall grant to the Contractor a non-exclusive right
of access to the Site and to any foundation, structure, plant thereon or means of access
thereto for the purpose of executing the Works and performing its obligations under the
Contract by the later of:
(a) the Commencement Date; and
(b) the date set out in Schedule F [Access to Site]; and
(c) any dates for such access in the Master Programme and the Baseline Programme.
2.2.2 In the event that the Authority fails to grant the Contractor access in accordance with Sub-
clause 2.2.1 and such failure causes the Works to be delayed and/or the Contractor to incur
additional Costs, subject to Sub-clause 19.1 [Contractors Claims], the Contractor shall be
entitled to bring a claim for Relief for Delay and Relief for Cost plus Profit.
2.2.3 The Contractor acknowledges that the Authority, the Engineer and Authorised Persons shall
be entitled to unrestricted access to the Site, including any foundation, structure or plant
thereon, and to any places where testing is to be carried out or where the Contractor is
executing any part of the Works. In exercising such rights of access the Authority, the
Engineer and any Authorised Persons shall comply with the safety and security procedures
contained in the Health, Safety and Security Management System.
2.2.4 The Authority shall not be obliged to grant rights of access to the Contractor pursuant to this
Sub-clause 2.2 [Right of Access to the Site and Work Places] until the requirements of Sub-
clause 1.3 [Preliminary Matters] have been satisfied.
2.3 Authoritys Equipment
2.3.1 Where expressly provided in the Project Brief, the Authority shall make the Authority!s
Equipment available for use by the Contractor in the execution of the Works in the manner,
if any, stated in the Project Brief and by the later of the date, where identified, for the making
available of such Authority!s Equipment:
2.3.2 The Authority shall not be liable for any defect in or inadequacy of the Authority!s Equipment
and gives no representation or warranty, express or implied, in respect of the suitability of
the Authority!s Equipment for any particular purpose. The Contractor shall be responsible
for the care of each item of the Authority!s Equipment whilst it is in the Contractor!s custody
and/or control and shall operate and maintain it in accordance with the manufacturer!s
instructions. The Contractor shall use the Authority!s Equipment at its own risk.
2.3.3 The amounts payable by the Contractor for the use of Authority!s Equipment shall be
calculated using the prices stated in the Project Brief or, if there are no prices in the Project
Brief for particular Authority!s Equipment, using prices determined by the Engineer. Any
amount due to the Authority under this Sub-clause 2.3.3 shall be paid in accordance with
Schedule B [Payment Schedules].
2.3.4 In the event that the Authority fails to make available Authority!s Equipment in accordance
with Sub-clause 2.3.1, the Contractor shall notify the Engineer of such failure.
2.3.5 In the event that the Contractor gives notice pursuant to Sub-clause 2.3.4 and the Authority
fails to make available the Authority!s Equipment identified in the notice within a further
seven (7) Days after receipt by the Engineer of the notice:
(a) the Contractor shall itself obtain substitute equipment equivalent to the Authority!s
Equipment that the Authority failed to make available; and
(b) in the event that the Authority!s failure has caused the Works to be delayed and/or
the Contractor to incur additional Costs, subject to Sub-clause 19.1 [Contractors
Claims], the Contractor shall be entitled to bring a claim for Relief for Delay and
Relief for Cost plus Profit.
2.4 Free-Issue Materials
2.4.1 Where expressly provided in the Project Brief, the Authority shall make the Free-Issue
Materials available for use by the Contractor in the execution of the Works in the manner, if
any, stated in the Project Brief and by the later of the date, where identified, for the making
available of such Free- Issue Materials:
2.4.2 Within fourteen (14) Days after taking custody of any Free-Issue Materials, the Contractor
shall inspect them for any shortage, defect or fault or for any non-compliance with the
Applicable Codes and Standards and the Law and shall notify the Engineer within three (3)
Days after discovering such shortage, defect, fault or non-compliance. The Authority shall
remedy such shortage, defect, fault or non-compliance in the Free-Issue Materials as soon
as reasonably practicable and make them available to the Contractor.
2.4.3 In the event that the Authority fails to make Free-Issue Materials available in accordance
with Sub-clause 2.4.1, or is required to remedy a shortage, defect, fault or non-compliance
in them following a notice from the Contractor pursuant to Sub-clause 2.4.2, and such failure
or remedial action causes the Works to be delayed and/or the Contractor to incur additional
Costs, subject to Sub-clause 19.1 [Contractors Claims], the Contractor shall be entitled to
bring a claim for Relief for Delay and Relief for Cost plus Profit.
2.4.4 The Free-Issue Materials shall come under the care, custody and control of the Contractor
when the Authority makes them available to the Contractor.
2.5 Authoritys Obligations in relation to Approvals
2.5.1 Where the Project Brief provides that certain Approvals are to be obtained by the Authority,
it shall obtain such Approvals at or within the times specified in the Baseline Programme.
2.5.2 In the event that the Contractor notifies the Engineer pursuant to Sub-clause 3.6.2 that
actions are required that only the Authority can take which are necessary in order for the
Contractor to obtain an Approval, the Authority shall, at the Contractor!s risk, take such
actions as are reasonably requested by the Contractor. Subject to Sub-clause 19.3
[Authoritys Claims], the Authority shall be entitled to recover from the Contractor any costs
that it incurs in taking the actions requested by the Contractor.
2.5.3 In the event that the Contractor notifies the Engineer pursuant to Sub-clause 3.6.3 that an
Approval is being withheld by a Regulatory Body for reasons not attributable to the acts,
omissions or defaults of the Contractor, the Authority shall, at the Contractor!s risk, use
reasonable endeavours to assist the Contractor in obtaining such Approval, provided that
the Authority shall not be responsible for obtaining the Approval and the Contractor shall
not be relieved from the risk and responsibility for obtaining and maintaining the same.
Subject to Sub-clause 19.3 [Authoritys Claims], the Authority shall be entitled to recover
from the Contractor any costs that it incurs in providing the assistance requested by the
Contractor.
2.6 Appointment of Engineer and Responsibilities
2.6.1 The Authority shall notify the Contractor of the identity of the Engineer, the Engineer!s
Contact Details and the name of its representative within seven (7) Days after the
Commencement Date and thereafter shall notify the Contractor of any change in the identity
of the Engineer, the Engineer!s Contact Details or the name of its representative. At any
time where an Engineer is not appointed, the Authority shall carry out the duties and
exercise the power and authority of the Engineer under the Contract.
2.6.2 Subject to Sub-clause 2.6.4, the Engineer shall carry out the duties assigned to it under the
Contract and shall act on behalf of the Authority when performing those duties.
2.6.3 The following powers and authorities are reserved to be exercised only by the Authority or
by the Engineer with the Authority!s prior written authorisation:
(a) pursuant to Sub-clause 20.11 [Waiver], granting the Contractor a waiver; or
(b) pursuant to Sub-clause 18.5 [Termination], terminating the Contract or the
Contractor!s employment under the Contract; or
(c) pursuant to Sub-clause 6.4 [Acceleration], issuing an Acceleration Award; or
(d) any other powers and authorities which are expressly stated in the Contract or
notified in writing by the Authority to the Contractor from time to time as being
powers and authorities reserved to be exercised by the Authority or by the Engineer
with the prior written authorisation of the Authority.
2.6.4 In the event that the Contractor receives a Communication from the Engineer in respect of
any of the matters referred to in Sub-clause 2.6.3 which is not accompanied by evidence of
the Authority!s written authorisation for the Communication to be made, the Contractor shall
not comply with the Communication and shall immediately notify the Engineer and the
Authority that no written authorisation has been provided. Upon receipt of the Authority!s
written authorisation, the Contractor shall immediately comply with the Communication from
the Engineer. Any action taken by the Contractor prior to receiving such written
authorisation from the Authority shall be taken at the Contractor!s risk.
2.6.5 Except for the matters to which Sub-clause 2.6.3 applies, all Communications given or
received by the Engineer shall be deemed to have been given or received by the Authority.
2.6.6 In the event that the Authority intends to replace the Engineer, it shall give the Contractor
notice of the identity of the replacement Engineer, its Contact Details and the name of its
representative not less than fourteen (14) Days prior to such replacement.
2.6.7 Where the Engineer is required under the Contract to give its non-objection, the Engineer
may, but shall not be required to, give its non-objection with conditions. If the Engineer gives
its non-objection with conditions, the Contractor shall comply with such conditions.
2.7 Engineers Instructions
2.7.1 Subject to Sub-clause 2.7.2, the Engineer may issue instructions to the Contractor
regarding the interpretation of the Contract or in respect of the Contractor!s obligations
under the Contract and the Contractor shall give immediate effect to such instructions
notwithstanding that the Contractor may give a Notice of Dissatisfaction pursuant to Sub-
clause 2.7.5.
2.7.2 In the event that the Contractor considers an instruction of the Engineer to constitute a
Variation, the Contractor shall, within fourteen (14) Days after receipt of such instruction,
give to the Engineer a notice requesting the issue of a Variation Order and shall attach to
such notice an Impact Assessment.
2.7.3 In the event that the Contractor fails to notify the Engineer in accordance with Sub-clause
2.7.2:
(a) the Contractor shall not be entitled to Relief; and
(b) the Authority shall be discharged from all liability in connection with the instruction
of the Engineer; and
(c) the Contractor shall continue to give effect to the instruction.
2.7.4 The Engineer shall respond to the Contractor!s notice given pursuant to Sub-clause 2.7.2
within fourteen (14) Days of receipt by either agreeing that the instruction constitutes a
Variation (in which case the Engineer shall issue a Variation Order pursuant to Sub-clause
13.2.1 and either issue its Evaluation or give comments on the Impact Assessment pursuant
to Sub-clause 13.2.3(b)) or by rejecting the Contractor!s request for a Variation Order. In
the event that the Engineer fails to respond in accordance with this Sub-clause 2.7.4, the
request for the issue of a Variation Order shall be deemed rejected by the Engineer.
2.7.5 Subject to Sub-clause 2.8.2, in the event that a request for a Variation Order is rejected, or
deemed rejected, by the Engineer, the Contractor shall be entitled to give a Notice of
Dissatisfaction.
2.7.6 A Notice of Dissatisfaction pursuant to Sub-clause 2.7.5 shall be given by the Contractor
not later than twenty-one (21) Days:
(a) after receipt of the Engineer!s decision issued pursuant to Sub-clause 2.8 [Decision
of the Engineer]; or
(b) after the Engineer!s rejection, or deemed rejection, pursuant to Sub-clause 2.7.4,
failing which it shall be deemed that no Dispute exists, no liability shall attach to the Engineer
or the Authority in respect of such instruction and the Contractor shall have no right at any
later date to give a Notice of Dissatisfaction in relation to such decision or rejection of the
Engineer.
2.7.7 In the event that it is later decided pursuant to Sub-clauses 19.4 [Dispute Engineers
Decision] to 19.8 [Arbitration] that the instruction of the Engineer constitutes a Variation and
compliance with the instruction of the Engineer causes the Works to be delayed and/or the
Contractor to incur additional Costs, subject to Sub-clause 19.1 [Contractors Claims], the
Contractor shall be entitled to bring a claim for Relief for Delay and Relief for Cost plus Profit.
2.8 Decision of the Engineer
2.8.1 Except as otherwise expressly provided in Sub-clause 2.7.4 and Clause 4 [Design -
Contractors Documents], the Engineer shall notify the Contractor of its decision on any
matter submitted by the Contractor for an instruction of the Engineer, the non-objection of
the Engineer or otherwise within twenty-one (21) Days after receipt of such submission.
2.8.2 In the event that the Engineer fails to give notice of its decision to the Contractor in
accordance with Sub-clause 2.8.1, the Contractor shall notify the Engineer of such failure
within seven (7) Days after the expiry of the period referred to in Sub-clause 2.8.1 and if the
Engineer fails to give notice of its decision within a further three (3) Days after the date of
receipt of the Contractor!s notice:
(a) in the case of a submission seeking the Engineer!s non-objection, the Contractor
may deem the Engineer!s non-objection to have been given at the end of such
further period; or
(b) in the case of a submission seeking an instruction of the Engineer on any matter
adversely affecting the progress of the Works, subject to Sub-clause 19.1
[Contractors Claims], the Contractor shall be entitled to bring a claim for Relief for
Delay and Relief for Cost plus Profit in the event that the Engineer!s failure to issue
an instruction causes the Works to be delayed and/or the Contractor to incur
additional Costs.
2.8.3 In the event that the Contractor is dissatisfied with the decision of the Engineer pursuant to
Sub-clause 2.8.1, the Contractor shall be entitled to give a Notice of Dissatisfaction.
Notwithstanding such Notice of Dissatisfaction the Contractor shall continue to give effect
to the decision of the Engineer.
2.8.4 A Notice of Dissatisfaction pursuant to Sub-clause 2.8.3 shall be given not later than twenty-
one (21) Days after receipt of the Engineer!s decision failing which it shall be deemed that
no Dispute exists, no additional liability shall attach to the Engineer or Authority and the
Contractor shall have no right at any later date to give a Notice of Dissatisfaction in relation
to such decision of the Engineer.
2.9 Engineers Evaluation
2.9.1 Where the Conditions of Contract provide that the Engineer is required to issue an
Evaluation of an Impact Assessment, the Engineer shall review the Impact Assessment, if
provided, and issue its Evaluation.
2.9.2 An Evaluation shall be a determination of contractual entitlement taking into account the
information provided by the Contractor in its Impact Assessment and any other facts and/or
circumstances which the Engineer considers to be relevant. The Evaluation shall include,
subject to the terms of the Contract, a statement of any Relief to which the Engineer
considers the Contractor to be entitled.
2.10 Authoritys Assistance
2.10.1 The Authority shall assist the Contractor in its co-ordination with Third Parties, including
assistance in making application for and obtaining all necessary Approvals and other
documents required for the execution and completion of the Works.
2.10.2 The Contractor acknowledges and accepts that the Authority gives no guarantees nor
makes any representations nor gives any warranties, either express or implied, that any
assistance it gives shall neither cause nor prevent any delay to any Time for Completion or
increase in the Costs.
2.10.3 In the event that the Contractor requires assistance from the Authority pursuant to this Sub-
clause 2.10 [Authoritys Assistance], the Contractor shall give notice to the Engineer in a
timely manner having regard to the Baseline Programme to enable the Authority to consider
the Contractor!s request and (if the Authority agrees to provide assistance) to take any
action reasonably requested by the Contractor.
2.10.4 Any reference in the Contract to the Authority or the Engineer giving assistance to the
Contractor shall not:
(a) be deemed to impose an obligation on the Authority or the Engineer to give such
assistance at any particular time or at all; or
(b) be construed as any obligation on the Authority or the Engineer to incur costs in
providing such assistance; or
(c) be deemed to relieve the Contractor of any obligations, duties, responsibilities,
risks or liabilities to design, execute and complete the Works in accordance with
the Contract.
2.10.5 In the event that the Authority agrees to provide assistance to the Contractor and the
Authority and/or the Engineer incur costs in providing such assistance, subject to Sub-
clause 19.3 [Authoritys Claims], the Authority shall be entitled to recover from the
Contractor the costs incurred by the Authority and/or the Engineer as a result of such
assistance being provided.
3. CONTRACTORS GENERAL OBLIGATIONS
3.1 General Design and Construction Obligations
3.1.1 The Contractor shall:
(a) design, execute and complete the Works (including the preparation of Contractor!s
Documents) and remedy all Defects and Latent Defects:
(i) in full compliance with the Contract, the instructions of the Engineer,
Applicable Codes and Standards and Good Design, Engineering and
Construction Practices; and
(ii) in accordance with applicable Law; and
(b) ensure that:
(i) on the Taking-Over Date of each Section, the relevant Section is; and
(ii) on the Completion Date, the Works are,
suitable in all respects to be used for the purpose specified in or to be inferred from
the Contract and satisfy the requirements of the Law.
3.2 Contractors Execution
3.2.1 Except for anything that the Authority is expressly required to provide under the Contract,
the Contractor shall, at its own risk, prepare and supply all Goods, Contractor!s Documents,
Information, Contractor!s Personnel, consumables, facilities, accommodation, transport and
other things and services, whether of a temporary or permanent nature, and everything else
required in and for the design, execution and completion of the Works and the remedying
of Defects and Latent Defects.
3.2.2 The Contractor shall be responsible, at its own risk, for the adequacy, stability and safety of
all operations and methods of construction for the Works which shall conform to the Contract
and be suitable in all respects to be used for the purpose specified in, or to be inferred from,
the Contract.
3.2.3 The Contractor shall, whenever required by the Engineer, submit for the Engineer!s non-
objection or for the Engineer!s information (as directed by the Engineer) details of the
arrangements and methods which the Contractor proposes to adopt for the design,
execution and completion of the Works in accordance with Sub-clause 4.2 [Review of
Contractors Documents].
3.2.4 In the event that the Contractor intends any aspect of the Permanent Works to be designed,
executed and completed other than on the Site and its intention to carry out the relevant
activity off the Site is not expressly identified in Schedule C [Resources Schedules], the
Contractor shall, at its own risk, obtain the Engineer!s prior non-objection to the location
where work is to be executed and the associated arrangements for designing, executing
and completing such work. Subject to Sub-clause 19.3 [Authoritys Claims], the Authority
shall be entitled to recover any costs that it incurs as a result of the Engineer or any
Authorised Persons carrying out any examinations, inspections, measurements or tests on
the parts of the Permanent Works the subject of the Engineer!s non-objection.
3.3 Site Conditions
3.3.1 Subject to Sub-clauses 15.1 [Warranted Project Data], 15.2 [Project Data at Contractors
Risk] and 15.4 [Authoritys Risks], and except as otherwise expressly provided in the
Contract, the Contractor shall be deemed:
(a) to have inspected and examined the Site and its surroundings, and information
available in connection with the Site and its surroundings, and to have satisfied
itself as to all matters which may affect the design, execution and completion of
the Works, including:
(i) the form and nature thereof, including ground, sub-soil and hydrological
conditions; and
(ii) the extent and nature of work and materials necessary for constructing
and completing the Works; and
(iii) all means of communication with the Site, and access to and egress from
the Site, including the need for any rights of way or Approvals required in
order to gain access or egress, and any accommodation that might be
required for the execution and completion of the Works; and
(b) to have provided in the Contract Price for any conflicts, ambiguities and
discrepancies between the Contract Documents and the Site; and
(c) to have included in the Contract Price all risks associated with access to and
egress from the Site and for special or temporary rights of way which may be
required outside or inside the Site, including those for access or egress, and to
have made provision for all necessary time required for Site access and egress,
including any likely delay in accessing or leaving the Site,
and generally to have obtained all necessary information as to risks and all matters that
may affect the Contract Price or any Time for Completion, and the Contractor shall not be
entitled to Relief in respect of such risks.
3.4 Fossils and Antiquities
3.4.1 All fossils, coins, articles of value, antiquities, structures and other remains or items of
geological or archaeological interest found on the Site shall be placed under the care,
control and authority of the Engineer. The Contractor shall take precautions as instructed
by the Engineer to prevent theft of, or damage to, any such finds.
3.4.2 The Contractor shall, within twenty-four (24) hours after discovery of any finds of the kind
referred to in Sub-clause 3.4.1, give notice to the Engineer, who shall issue an instruction
with regard to the protection of the finds and the execution of the Works. In the event that
the Contractor suffers delay and/or incurs additional Costs in giving effect to such instruction,
subject to Sub-clause 19.1 [Contractors Claims], the Contractor shall be entitled to bring a
claim for Relief for Delay and Relief for Cost plus Profit.
3.5 Local Office
3.5.1 At all times until the expiry of the Maintenance Period, the Contractor shall maintain a fully
operational office in the State of Qatar licensed in accordance with the Law and staffed by
suitably qualified and authorised personnel.
3.6 Approvals to be obtained by the Contractor
3.6.1 Except for the Approvals listed in the Project Brief as being the responsibility of the Authority
to obtain pursuant to Sub-clause 2.5.1; the Contractor shall, at its own risk, obtain and
maintain, and shall ensure where relevant that Contractor!s Personnel obtain and maintain,
all Approvals required to perform their obligations arising out of, under or in connection with
the Contract, Applicable Codes and Standards and the Law.
3.6.2 The Contractor shall notify the Engineer if the Contractor requires any assistance from the
Authority in obtaining an Approval for which the Contractor is responsible, and the Authority
may provide such assistance in accordance with Sub-clause 2.10 [Authoritys Assistance].
3.6.3 The Contractor shall immediately notify the Engineer of any requirements of a Regulatory
Body that impose conditions on the granting of an Approval. In the event that an Approval
is withheld by a Regulatory Body for reasons not attributable to the acts, omissions or
default of the Contractor, a Sub-Contractor or any Contractor!s Personnel, the Contractor
may notify the Engineer with the details of:
(a) the Approval required by the Contractor; and
(b) the relevant Regulatory Body withholding the Approval; and
(c) any communication, records or other information in relation to the Approval that is
in the possession of the Contractor, a Sub-Contractor or any Contractor!s
Personnel (and the Contractor shall provide a copy of such communications,
records or other information to the Engineer); and
(d) any other information required by the Authority.
3.6.4 The Contractor shall, in consultation with the Engineer, take all steps necessary to avoid or
mitigate the effects of any delay in obtaining Approvals.
3.6.5 Where pursuant to Sub-clause 2.5.1 the Authority is responsible for obtaining an Approval,
the Contractor shall, at the request of the Authority, assist in obtaining such Approval at no
additional cost to the Authority.
3.7 Contractors Equipment
3.7.1 The Contractor shall, at its own risk, be responsible for the Contractor!s Equipment,
including their design, transportation, erection, operation, maintenance and removal. When
brought on to the Site, the Contractor!s Equipment shall be used exclusively for the
execution of the Works.
3.7.2 The Contractor shall not remove any major item (as determined by the Engineer) of
Contractor!s Equipment from the Site without first obtaining the Engineer!s prior non-
objection. However, the Engineer!s non-objection shall not be required for vehicles
transporting Goods or Contractor!s Personnel to or from Site.
3.8 Electricity, Water and Gas
3.8.1 Except as otherwise expressly provided in the Project Brief or the Conditions of Contract,
the Contractor shall be responsible for the provision, at its own risk, of all consumables and
services which it may require for the performance of its obligations under the Contract until:
(a) the issue, or deemed issue, of the Taking-Over Certificate in respect of a Section
or Portion; or
(b) in respect of any part of the Works for which a Taking-Over Certificate has not
been issued, or deemed issued, the issue of the Completion Certificate.
3.9 Setting Out
3.9.1 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 for the correct
positioning of all parts of the Works and shall rectify any error in the positions, levels,
dimensions or alignment of the Works.
3.9.2 Subject to Sub-clause 15.1 [Warranted Project Data], the Contractor shall be responsible
for any errors in the positions, levels, dimensions or alignment of the Works.
3.10 Transportation of Goods
3.10.1 In the transportation of Goods, the Contractor shall abide by the applicable laws of any
jurisdiction (including international laws, conventions and treaties).
3.10.2 The Contractor shall give the Authority notice not less than forty-two (42) Days before the
date on which any critical item of Goods (as listed in the Project Brief or as determined by
the Engineer) will be delivered to the Site. Such notice shall:
(a) provide a description of such item; and
(b) describe the point and means of dispatch of the item from the place of manufacture
or production; and
(c) if the item is to be shipped, state:
(i) the estimated time of arrival of the item at any ports where the item is to
be unloaded for storage or to be worked on prior to arrival in the State of
Qatar; and
(ii) the estimated time of the item!s arrival at a port of entry in the State of
Qatar; and
(d) state the estimated time of the item!s arrival at the Site.
3.10.3 Except as otherwise expressly provided in the Contract, the Contractor shall:
(a) be responsible for the transportation, storage in transit and delivery of Goods to
the Site and other places where work is being executed and for their removal from
the Site or such other places whether temporarily or permanently; and
(b) be responsible for packing, loading, receiving, unloading, storing and protecting all
Goods; and
(c) indemnify and hold the Authority harmless against and from all liabilities, claims,
damages, loss, expenses and costs (including legal fees and expenses) resulting
from the Contractor carrying out, or failing to properly carry out, its obligations
pursuant to Sub-clauses 3.10.3(a) or 3.10.3(b).
3.11 Co-ordination with Third Parties
3.11.1 Except as otherwise expressly provided in the Contract, the Contractor shall, at its own risk,
co-ordinate the design, execution and completion of the Works and all other activities
associated with the performance of its obligations under the Contract with Third Parties.
3.11.2 The Contractor shall make any co-ordination arrangements directly with Third Parties and
shall report such co-ordination arrangements to the Engineer in accordance with the
Monitoring and Reporting System.
3.11.3 The Contractor shall, at its own risk, identify and resolve any actual or potential difficulties
associated with co-ordination with Third Parties and, in consultation with the Engineer, shall
take all steps necessary to avoid or mitigate the effects of the same.
3.12 Contractors Operations on Site
3.12.1 The Contractor shall confine its operations, including Contractor!s Personnel and
Contractor!s Equipment, to those areas of the Site to which it has been provided access in
accordance with Sub-clause 2.2 [Right of Access to the Site and Work Places] and any
additional areas which the Contractor uses with the prior non-objection of the Engineer for
the execution and completion of the Works.
3.12.2 Upon the issue of the Completion Certificate or the issue, or deemed issue, of the Taking-
Over Certificate for a Section or Portion, as the case may be, the Contractor shall clear
away and remove all Contractor!s Equipment, Materials and Surplus Items from the Site (in
the case of the issue of the Completion Certificate) or that part of the Site comprising the
Section or Portion the subject of a Taking-Over Certificate. The Contractor shall leave the
Site or part thereof comprising the Section or Portion in a clean and safe condition provided
that the Contractor may, subject to the non-objection of the Engineer, retain on the Site or
relevant part thereof such Goods as are required for the Contractor to fulfil its remaining
obligations under the Contract.
3.12.3 The Contractor shall, until the issue, or deemed issue, of the relevant Taking-Over
Certificate for a Section or Portion or the issue of the Completion Certificate and while
remedying any Defects or Latent Defects, provide all fencing, lighting, guarding and
surveillance of the Site and the Works, protection for the public, Authorised Persons and
owners and occupiers of land and structures adjacent to the Site or any areas used by the
Contractor for the Works and any Temporary Works (including roadways, footways, guards
and fences) which may be necessary because of the execution of the Works or the
remedying of any Defects or Latent Defects.
3.13 Security of the Site and Control of Access
3.13.1 Except as otherwise expressly provided in the Contract, the Contractor shall allow
Authorised Persons access to, and shall be responsible for keeping unauthorised persons
off, the Site.
3.13.2 Without limiting the right of Authorised Persons to enter the Site, the Engineer shall, from
time to time, provide the Contractor with information as to the identities of Authorised
Persons who the Engineer anticipates will require access to the Site from time to time and
shall continue to keep such information updated.
3.13.3 Authorised Persons exercising their rights of access to the Site shall be required to comply
with the Site safety and security rules set out in the Project Control Documents. In the event
that any Authorised Persons refuse to comply with such rules the Contractor shall notify the
Engineer of the identities of such Authorised Persons.
3.13.4 The Contractor shall be entitled to employ security personnel to fulfil the Contractor!s
obligations set out in Sub-clause 3.13.1.
3.14 Avoidance of Interference
3.14.1 The Contractor shall avoid causing any interference with:
(a) the safety and convenience of the public; and
(b) the general use and enjoyment by the public of the areas adjacent to the Site; and
(c) access to, and the use and occupation of, roads and footpaths irrespective of
whether they are public or in the possession of the Authority or another Regulatory
Body.
3.15 Access Route
3.15.1 The Contractor shall prevent any road, bridge or other structures connected with, or on the
access routes to, the Site from being damaged by any traffic of the Contractor or any of its
Sub-Contractors and shall select access routes, choose and use vehicles and restrict and
distribute loads so that any such extraordinary traffic as will inevitably arise from moving the
Goods from and to the Site, shall be limited so that no damage or injury may be occasioned
to such roads, bridges or other structures.
3.15.2 Except as otherwise expressly provided in the Contract, the Contractor shall be responsible
for any repairs which may be required arising out of the use, in the carrying out of the Works
or the remedying of Defects or Latent Defects, of any public roads, bridges and other
structures as access routes. In the event that the Contractor causes damage to roads,
bridges and other structures used as access routes, the Engineer may instruct the
Contractor to carry out such repairs at the Contractor!s risk or the Authority may cause such
repairs to be carried out by others and, subject to Sub-clause 19.3 [Authoritys Claims], the
Contractor shall indemnify the Authority against the cost of such repairs.
3.15.3 The Contractor shall obtain Approvals which may be required from Regulatory Bodies for
its use of routes, signs and directions. The Contractor shall provide and securely position
all signs or directions required by the Contract or a Law in accordance with the Approvals
received from such Regulatory Bodies. The Contractor shall ensure that such signs and
directions do not obstruct other signage and do not create a danger or nuisance to the public
or Third Parties.
3.15.4 The Contractor shall indemnify the Authority and hold the Authority harmless against and
from all liabilities, claims, damages, loss, expenses and costs (including legal fees and
expenses) resulting from any claims from any person which may arise from the use or
otherwise of any access route.
3.16 Training
3.16.1 The Contractor shall train the Authority!s personnel or personnel of any other persons
responsible for operation and maintenance of the Works in accordance with the
requirements of the Project Brief.
3.16.2 A Section shall not be considered complete so as to permit the issue of a Taking-Over
Certificate and the Works shall not be considered complete so as to permit the issue of the
Completion Certificate until the Contractor has completed the training required by the
Project Brief for the relevant Section or for the Works.
3.16.3 In the event that the Authority requires training to be provided to nominated Authority
personnel which is not included in the Project Brief, the Engineer shall issue a Variation
Order to the Contractor for the provision of such training.
3.17 Qatar Materials, Services and Transportation
3.17.1 In accordance with applicable Law the Contractor shall procure and incorporate such
materials and services into the Works, as set out in the Project Brief, as are available in
Qatar, provided that such materials and services comply with the Applicable Codes and
Standards.
3.17.2 The Contractor shall, wherever practicable, be obliged to use Qatar Airways for all modes
of travel and/or transportation of Goods, however, the Contractor shall be allowed to use
any other carrier in the following cases:
(a) where the Goods cannot be transferred by air due to the inherent nature of the
Goods; or
(b) congestion, non-availability of flights, non-availability of bookings, work stoppages,
boycott or any other reason attributable to Qatar Airways; or
(c) where there are any other reasons beyond the Contractor!s control that prevent
the use of Qatar Airways.
3.18 Quality Management
3.18.1 Until such time as the Quality Management System has been non-objected to by the
Engineer, the Contractor shall comply with the quality management obligations as set out
in the Project Brief.
3.18.2 The Contractor shall from the commencement of the Works implement, operate and comply
with the Quality Management System to which the Engineer has given its non-objection.
3.18.3 The Quality Management System shall include the Risk Register together with a #risk
management, control and mitigation! process for the Project that highlights any and all risks
the Contractor anticipates may arise during the performance of the Contract.
3.18.4 Details of all procedures and compliance documents required by the Quality Management
System shall be submitted to the Engineer for information or non-objection (as required by
the Quality Management System) before the Contractor commences any work to which
those procedures and documents relate.
3.18.5 All Contractor!s Documents of a design or other technical nature issued to the Engineer
shall include a #Design Certification! by the Contractor as defined in the Project Brief.
3.18.6 Where the Quality Management System provides for testing and certification of the quality
of the Works (or any part or element of the Works or any Goods), the Contractor shall on
the Taking-Over Date of each Section, Portion, or the Works and on the Completion Date
(to the extent not already provided) provide the Engineer with a quality dossier detailing the
test history and results and certificates of quality issued in respect of the Works (and each
part or element thereof) and Goods. The quality dossier shall be incorporated into:
(a) the Portion Completion Report to be submitted by the Contractor to the Engineer
no later than fourteen (14) Days after the Engineer issues a Taking-Over Certificate
in accordance with Sub-clause 11.4.1; and
(b) the Section Completion Report to be submitted by the Contractor at the time of
applying to the Engineer for a Taking-Over Certificate in accordance with Sub-
clause 11.1.4; and
(c) the Close-Out Report to be submitted by the Contractor at the time of applying to
the Engineer for a Completion Certificate in accordance with Sub-clause 11.2.4.
3.19 Health, Safety and Security Management
3.19.1 Until such time as the Health, Safety and Security Management System has been non-
objected to by the Engineer, the Contractor shall comply with the health, safety and security
management obligations as set out in the Project Brief.
with the Health, Safety and Security Management System to which the Engineer has given
its non-objection.
3.19.3 In the event that the Contractor fails to comply with its obligations pursuant to Sub-clauses
3.19.1 or 3.19.2, the Engineer may fix a date by which such compliance shall be achieved.
3.19.4 In the event that the Contractor fails to achieve compliance by the date fixed by the Engineer
pursuant to Sub-clause 3.19.3:
(a) the Contractor shall pay to the Authority the Penalties required by Sub-clause 17.5
[Penalties for Health and Safety Infringement]; and
(b) the Engineer shall be entitled to carry out, by itself or by others, any and all remedial
action necessary to achieve such compliance at the Contractor!s risk and, subject
to Sub-clause 19.3 [Authoritys Claims], the Authority shall be entitled to recover
from the Contractor, in addition to any Penalties, the costs incurred by the Authority
as a result of the Engineer taking such remedial action.
3.20 Environmental Management
3.20.1 Until such time as the Construction Environmental Management System has been non-
objected to by the Engineer, the Contractor shall comply with the construction
environmental management obligations as set out in the Project Brief.
with the Construction Environmental Management System to which the Engineer has given
its non-objection.
3.20.3 In the event that the Contractor fails to comply with its obligations pursuant to Sub-clauses
3.20.1 or 3.20.2, the Engineer may fix a date by which such compliance shall be achieved.
3.20.4 In the event that the Contractor fails to achieve compliance by the date fixed by the Engineer
pursuant to Sub-clause 3.20.3:
(a) the Contractor shall pay to the Authority the Penalties required by Sub-clause 17.6
[Penalties for Environmental Infringement]; and
(b) the Engineer shall be entitled to carry out, by itself or by others, any and all remedial
action necessary to achieve such compliance at the Contractor!s risk and, subject
to Sub-clause 19.3 [Authoritys Claims], the Authority shall be entitled to recover
from the Contractor, in addition to any Penalties, the costs incurred by the Authority
as a result of the Engineer taking such action.
3.21 Records and Progress Reporting
3.21.1 Until such time as the Monitoring and Reporting System has been non-objected to by the
Engineer, the Contractor shall prepare, maintain and submit contemporaneous records in
respect of the Works in accordance with the requirements of the Project Brief.
with the Monitoring and Reporting System to which the Engineer has given its non-objection.
3.21.3 The Contractor shall prepare and submit progress reports in a format and at a frequency
compliant with the requirements of the Monitoring and Reporting System and continue to
submit such progress reports until the issue of the Maintenance Certificate.
3.22 Preparation and Implementation of Project Control Documents
3.22.1 Each Project Control Document shall be prepared in preliminary and final form and
submitted to the Engineer for its non-objection within the times stated in the Project Brief or,
if no times are stated, then by such time as the Engineer shall require.
3.22.2 Each Project Control Document shall be implemented by the Contractor within the time
stated in the Project Brief or, if no times are stated, then by such time as the Engineer shall
require.
3.23 Compliance of Project Control Documents with Contract
3.23.1 The Engineer may review any aspect of the Project Control Documents and if it considers
that a Project Control Document does not adequately demonstrate the level of the
Contractor!s compliance with the requirements of the Contract, the Engineer may instruct
the Contractor to make corrections accordingly and in such instruction shall state the date
by when the corrections must be made. Corrections shall be made at the Contractor!s risk
and the Contractor shall not be entitled to Relief for taking such corrective action.
3.23.2 Compliance with the Project Control Documents shall not relieve the Contractor of any of
its obligations, duties, responsibilities, risks or liabilities arising out of, under or in connection
with the Contract or the Law.
4. DESIGN - CONTRACTORS DOCUMENTS
4.1 Preparation of Contractors Documents
4.1.1 The Contractor shall prepare the Contractor!s Documents and any other documents
necessary to provide the Contractor and its Sub-Contractors with sufficient instructions and
information to allow them to design, execute and complete the Works in a safe and efficient
manner in accordance with the requirements of the Contract.
4.1.2 Where required by the Contract, the Contractor shall submit the Contractor!s Documents
for the Engineer!s non-objection in accordance with Sub-clauses 4.3 [Review for Non-
Objection] or for information in accordance with Sub-clause 4.4 [Review for Information].
4.1.3 In the event that any of the Contractor!s Documents require the Engineer!s non-objection,
design or execution of the part of the Works to which such Contractor!s Documents relate
shall not commence prior to the Engineer!s non-objection, or deemed non-objection, to the
Contractor!s Documents in accordance with Sub-clause 4.2 [Review of Contractors
Documents].
4.1.4 The Contractor!s Documents shall make full provision for all works and activities that are
necessary to satisfy the requirements of the Contract.
4.2 Review of Contractors Documents
4.2.1 The Contractor!s Documents shall be submitted to the Engineer for the Engineer!s non-
objection unless:
(a) the Project Brief provides; or
(b) the Engineer notifies the Contractor,
that a Contractor!s Document is to be submitted for information only.
4.3 Review for Non-Objection
4.3.1 Contractor!s Documents which are to be submitted to the Engineer for non-objection shall
be submitted in accordance with the stages or times stipulated in the Contract together with
a notice complying with the requirements of Sub-clause 4.3.2. If no stages or times for
submission are stipulated in the Contract, the Contractor!s Documents shall, subject to Sub-
clause 6.2.7, be submitted in accordance with the stages or times in the Baseline
Programme.
4.3.2 The Contractor shall give notice to the Engineer when Contractor!s Documents are ready
for review. The notice shall be accompanied by copies of the relevant Contractor!s
Documents in the numbers stated in the Project Brief and, where stated in the Project Brief
or the Quality Management System, a #Design Certification! by the Contractor as defined in
the Project Brief. The Contractor!s notice shall state:
(a) that the Contractor!s Documents accompanying the notice are submitted for review
and considered ready for use; and
(b) that the Contractor!s Documents comply with the requirements of the Project Brief
or the other requirements of the Contract or the extent to which they do not comply;
and
(c) in the event that the Contractor proposes to change any of the Contractor!s
Documents previously submitted, the nature of the change and the Contractor!s
reasons for such change.
4.3.3 Except as otherwise expressly provided in the Contract, each review period shall not exceed
twenty-eight (28) Days, calculated from the date on which the Engineer receives the
relevant Contractor!s Documents accompanying the Contractor!s notice given pursuant to
Sub-clause 4.3.2.
4.3.4 The Engineer shall, within the review period, give notice to the Contractor either that the
Contractor!s Documents are non-objected to or that the Contractor!s Documents do not
comply with the requirements of the Project Brief or the other requirements of the Contract
and identifying in the notice by reference to the provisions of the Project Brief or other
provisions of the Contract where, in the opinion of the Engineer, the Contractor!s
Documents are non-compliant.
4.3.5 In the event that the Engineer has notified the Contractor pursuant to Sub-clause 4.3.4 that
the Contractor!s Documents are non-compliant with the requirements of the Project Brief or
the other requirements of the Contract, the Contractor shall rectify the non-compliance and
resubmit such Contractor!s Documents for the Engineer!s further review in accordance with
this Sub-clause 4.3 [Review for Non-Objection] within fourteen (14) Days after receipt by
the Contractor of the Engineer!s notice and this procedure shall be repeated until the
Contractor!s Documents are non-objected to by the Engineer. Subject to Sub-clause 19.3
[Authoritys Claims], the Authority shall be entitled to recover from the Contractor any costs
incurred by the Authority as a result of any resubmission that the Contractor makes pursuant
to this Sub-clause 4.3.5.
4.3.6 In the event that the Engineer fails to give notice of its decision to the Contractor within the
period specified in Sub-clause 4.3.3, the Contractor shall notify the Engineer of such failure
and if the Engineer fails to give notice of its decision within a further three (3) Days after the
date of receipt of the Contractor!s notice the Engineer!s non-objection to the Contractor!s
submission shall be deemed to be given at the end of such further period.
4.4 Review for Information
4.4.1 Where the Project Brief or a notice of the Engineer requires that any Contractor!s
Documents are to be submitted to the Engineer for information, such Contractor!s
Documents shall be submitted in accordance with the stages or times stipulated in the
Contract together with a notice complying with the requirements of Sub-clause 4.4.2. If no
stages or times are stipulated in the Contract, the Contractor!s Documents shall, subject to
Sub-clause 6.2.7, be submitted in accordance with the stages or times in the Baseline
Programme.
4.4.2 The Contractor shall give notice to the Engineer when Contractor!s Documents are ready
to be submitted for the Engineer!s information. The notice shall be accompanied by copies
of the relevant Contractor!s Documents in the numbers stated in the Project Brief. The notice
shall state:
(a) that the Contractor!s Documents are submitted for information and are considered
ready for use; and
(b) that the Contractor!s Documents comply with the requirements of the Project Brief
or the other requirements of the Contract or the extent to which they do not comply.
4.4.3 The Contractor shall not commence the design or execution of the Works (or part thereof)
to which the Contractor!s Documents relate without giving the Engineer the opportunity to
issue comments on them.
4.4.4 In the event that the Engineer issues comments on the Contractor!s Documents submitted
for information, the Contractor may, at its sole discretion and risk, take into account these
comments and resubmit the Contractor!s Documents to reflect the Engineer!s comments.
4.5 Errors in Contractors Documents
4.5.1 Subject to Sub-clause 15.1 [Warranted Project Data], and notwithstanding any previous
non-objection given by the Engineer pursuant to Sub-clause 4.3 [Review for Non-Objection],
if errors, omissions, ambiguities, inconsistencies or other defects are discovered in any of
the Contractor!s Documents, the Contractor!s Documents and the Works shall, at the
Contractor!s risk, be corrected in accordance with the instructions of the Engineer.
4.5.2 In the event that the Contractor fails to correct such error, omission, ambiguity,
inconsistency or other defect, as instructed pursuant to Sub-clause 4.5.1, the Authority shall
be entitled to employ, at the Contractor!s risk, another contractor to correct the same and
perform such work and, subject to Sub-clause 19.3 [Authoritys Claims], recover from the
Contractor any costs incurred by it as a result of the Contractor!s failure. The Authority!s
employment of another contractor hereunder shall not relieve the Contractor from any of its
risks arising out of, under or in connection with the Contract or the Law.
4.6 Further Modification
4.6.1 In the event that the Contractor wishes to modify any Contractor!s Documents to which the
Engineer has previously given its non-objection or which have previously been submitted
to the Engineer for information, the Contractor shall, at its own risk:
(a) give notice of its intention to submit such modification to the Engineer, including in
such notice an explanation for the changes that the Contractor wishes to make;
and
(b) as soon as practicable re-submit such Contractor!s Documents incorporating the
modification for the Engineer!s further non-objection or for the Engineer!s
information in accordance with Sub-clause 4.3 [Review for Non-Objection] or 4.4
[Review for Information] as applicable.
4.7 As-Built Documents
4.7.1 The Contractor shall prepare and submit for the Engineer!s non-objection As-Built
Documents in accordance with the requirements of the Project Brief.
Certificate until the Engineer has received, and given its non-objection to, the provisional
As-Built Documents in respect of the relevant Section.
4.7.3 The Works shall not be considered as complete so as to permit the issue of the Completion
Certificate until the Engineer has received, and given its non-objection to, the final As-Built
Documents.
4.8 Operation and Maintenance Manuals
4.8.1 The Contractor shall prepare and submit for the Engineer!s non-objection Operation and
Maintenance Manuals and Operating Procedures in accordance with the requirements of
the Project Brief.
Certificate until the Engineer has received, and given its non-objection to, the Operation
and Maintenance Manuals and Operating Procedures in respect of the relevant Section.
4.8.3 The Works shall not be considered as complete so as to permit the issue of the Completion
Certificate until the Engineer has received, and given its non-objection to, the final Operation
and Maintenance Manuals and Operating Procedures.
4.9 Maintenance of Records, Inspection and Audit
4.9.1 The Contractor shall maintain, and shall ensure that its Sub-Contractors maintain, a
complete and accurate set of records and Contractor!s Documents pertaining to all activities
relating to the Works and all communications and transactions entered into by the
Contractor and its Sub-Contractors for the purposes of the Contract. The Contractor, and
its Sub-Contractors, shall retain all such records for a period of not less than fifteen (15)
years following the earlier of:
(a) the issue of the Maintenance Certificate; or
(b) termination of the Contract or the Contractor!s employment under the Contract.
4.9.2 Without affecting any other provision in the Contract, the Engineer and the Authority and
their respective personnel shall have the right to access and audit any and all records,
communications and transactions referred to in Sub-clause 4.9.1 during the fifteen (15) year
period referred to in Sub-clause 4.9.1.
4.9.3 The Contractor shall allow the Engineer and the Authority and their respective personnel
access to any premises or systems used in the Contractor!s execution of the Contract during
business hours, upon three (3) Days! notice, to inspect or audit any aspect of the
Contractor!s performance of its obligations under the Contract including inspection of the
Contractor!s records, communications and transactions of any description including the
records referred to in Sub-clause 3.21 [Records and Progress Reporting].
4.9.4 The Contractor shall co-operate in relation to any inspection or audit by ensuring that
appropriate security systems are in place to prevent unauthorised access to, or alteration
of, data contained in the Contractor!s records, communications and transactions during the
audit and making any information relating to the execution of the Contract available for
inspection and immediately providing copies of such information when requested.
4.9.5 The Contractor shall procure that its Sub-Contractors provide the Authority with the same
rights of audit and inspection as the Authority has against the Contractor pursuant to this
Sub-clause 4.9 [Maintenance of Records, Inspection and Audit].
5. SUB-CONTRACTING
5.1 Sub-Contractors, Suppliers and Consultants
5.1.1 With the exception of Named Sub-Contractors (all of whom are deemed as non-objected to
by the Engineer), and subject to Sub-clause 5.1.2, the Contractor shall not:
(a) directly or indirectly sub-contract any element of the Works to a Sub-Contractor; or
(b) permit any Sub-Contractor to further sub-contract any element of the Works,
without the Engineer!s prior non-objection of the proposed Sub-Contractor.
5.1.2 Notwithstanding Sub-clause 5.1.1, the Engineer!s non-objection shall not be required for:
(a) labour only sub-contracts; or
(b) sub-contracts, sub-consultancy agreements and supply contracts for non-critical
elements of the Works if the amounts payable under such agreements or contracts,
or the aggregate of amounts payable under all such agreements or contracts with
the same Sub-Contractor, is less than the amount stated in section 3-G [Values
and Payments] of Appendix 2 [Contract Particulars].
5.1.3 $Non-critical% for purposes of Sub-clause 5.1.2 shall mean any sub-contract, sub-
consultancy agreement or supply contract, which will not or is unlikely to (as determined by
the Engineer):
(a) jeopardize the performance of the Asset (including the ability of a Section or the
Works to achieve any Guaranteed Performance Levels); or
(b) decrease the Works safety factor; or
(c) increase the cost of operation and maintenance of the Asset; or
(d) delay the progress of the Works so as to jeopardize the achievement of a Time for
Completion.
5.2 Key Sub-Contracts
5.2.1 The Contractor shall give the Engineer notice not less than thirty-five (35) Days before the
intended appointment of a Key Sub-Contractor, with detailed particulars which shall include
relevant experience and:
(a) in the case of a Key Sub-Contractor who is performing work on the Site or who is
providing professional or other services in respect of the Works, the intended date
of commencement of the Sub-Contractor!s work; or
(b) in the case of a Key Sub-Contractor who is supplying Goods, the intended Site
delivery date of the Goods.
5.2.2 The Contractor shall ensure that each Key Sub-Contract contains provisions which
recognise the rights of the Authority under the Contract and includes, as a minimum, the
following provisions:
(a) No Plant and Materials delivered to the Site by or for the Key Sub-Contractor shall
be removed other than in the circumstances permitted by the Contract.
(b) Plant and Materials supplied by the Key Sub-Contractor shall become the property
of the Authority in accordance with Sub-clause 8.3.1.
(c) The Key Sub-Contractor shall not file, claim or register any Lien and shall prevent
any Lien from being filed, claimed or registered against the property of the Authority
or the Contractor for any work done or any services rendered or any Contractor!s
Equipment or Plant and Materials supplied under the Contract.
(d) The Key Sub-Contractor shall permit the Engineer, the Authority and Authorised
Persons unrestricted access to any places where testing is to be carried out or
where the Sub-Contractor is executing any part of the Works.
(e) The Key Sub-Contractor shall comply with the requirements of the Project Control
Documents.
(f) The Key Sub-Contractor shall provide a Collateral Warranty unless otherwise
directed by the Engineer.
(g) Subject to the terms of the Collateral Warranty, the employment of the Key Sub-
Contractor under the Key Sub-Contract shall terminate immediately upon the
termination (for any reason) of the Contract or the Contractor!s employment under
the Contract.
(h) The Key Sub-Contractor shall comply with and enforce the terms of Sub-clauses
1.9 [Authoritys Material], 1.10 [Information Created for Purposes of Contract] and
20.5 [Confidentiality].
(i) The Key Sub-Contractor shall take out the required insurances specified in
Schedule E [Insurances] to the extent and for the insured amounts applicable to
that Key Sub-Contractor.
5.2.3 The Contractor shall ensure that each Key Sub-Contract contains any other provisions, not
identified in Sub-clause 5.2.2, that the Engineer may notify the Contractor prior to such Key
Sub-Contract being signed by the Contractor and the Key Sub-Contractor.
5.2.4 The Contractor shall not, without the Engineer!s prior non-objection, permit any variation or
amendment to or material departure from any of the provisions set out in Sub-clause 5.2.2.
5.2.5 Prior to any work or services being undertaken by a Key Sub-Contractor, the Contractor
shall procure a Collateral Warranty from the Key Sub-Contractor in accordance with Sub-
clause 1.15 [Collateral Warranties: Sub-Contractors] and deliver it to the Engineer.
(a) not terminate any Key Sub-Contract without the Engineer!s prior non-objection;
and
(b) by no later than the seventh (7th) Day of each month, provide to the Engineer
details of any dispute, litigation or arbitration under a Key Sub-Contract which might
delay a Time for Completion; and
(c) not, without the Engineer!s prior non-objection, compromise or waive any claim it
may have under a Key Sub-Contract if to do so might impact on the rights of the
Authority under a Collateral Warranty; and
(d) obtain and ensure that the Authority has the benefit of warranties and guarantees
offered under each Key Sub-Contract.
5.3 All Sub-Contracts
(a) sub-contract work, supplies and/or services having an aggregate value of at least
thirty per cent (30&) of the Contract Price at the Effective Date to Qatar registered
companies; and
(b) not without the Engineer!s prior non-objection sub-contract work, supplies or
services if to do so would result in the aggregate value of all sub-contracted work,
supplies and services exceeding sixty per cent (60&) of the Contract Price; and
(c) notify the Engineer of the details of each sub-contract, sub-consultancy agreement
and supply contract in accordance with the Monitoring and Reporting System.
5.3.2 The Contractor shall not be relieved of any of its obligations, duties, responsibilities, risks
or liabilities arising out of, under or in connection with the Contract as a result of any sub-
contracting of the Contractor!s obligations or the Engineer!s non-objection to any
Sub-Contractor and the Contractor shall be responsible for the acts, omissions or defaults
of a Sub-Contractor and its personnel as if they were the acts, omissions or defaults of the
Contractor.
5.3.3 The Contractor shall ensure that:
(a) each Sub-Contractor undertaking activities in connection with the Contract has, or
has access to, sufficient experience, expertise, ability and resources to perform its
obligations to the standards required by the Contract; and
(b) no Sub-Contractor is engaged without the Sub-Contractor having taken out the
required insurances specified in Schedule E [Insurances] to the extent and for the
insured amounts applicable to that Sub-Contractor.
5.3.4 The non-objection of any Sub-Contractor shall not create any contractual relationship
between the Authority and the Sub-Contractor other than as specified in a Collateral
Warranty.
5.4 Nominated Sub-Contractors
5.4.1 The Contractor shall, when instructed to do so by the Engineer, employ the Nominated Sub-
Contractors identified in the Project Brief.
5.4.2 Notwithstanding that any such Nominated Sub-Contractors are employed by the Contractor
upon the instruction of the Engineer, the Contractor shall be responsible for the acts,
omissions or defaults of each Nominated Sub-Contractor and its personnel as if they were
the acts, omissions or defaults of the Contractor. In the event of any default or insolvency
leading to termination of the employment of a Nominated Sub-Contractor, neither the
Authority nor the Engineer shall be responsible for re-nominating a replacement Sub-
Contractor to complete such work. The Contractor shall not be entitled to Relief arising out
of the acts, omissions, defaults or insolvency leading to termination of the employment of
any Nominated Sub-Contractor. The Contractor shall then obtain the Engineer!s non-
objection of such replacement Sub-Contractor.
5.5 Novation
5.5.1 If required by the Project Brief, the Contractor shall assume responsibility for, and accept
the novation of the agreements or contracts of, contractors, suppliers or consultants
previously appointed by the Authority who, following novation, shall be regarded in all
respects as a Key Sub-Contractor.
5.5.2 The Engineer shall give the Contractor not less than seven (7) Days! notice of the date on
which the Contractor is required to execute a Novation Agreement in respect of an
agreement or contract to be novated pursuant to this Sub-clause 5.5 [Novation]. With such
notice the Engineer shall deliver to the Contractor:
(a) a copy of the agreement or contract to be novated; and
(b) three (3) copies of the form of Novation Agreement to be executed by the Authority,
the Contractor and the relevant contractor, supplier or consultant.
5.5.3 Upon receipt of the Engineer!s notice pursuant to Sub-clause 5.5.2, the Contractor shall
scrutinize the agreement or contract annexed to the Novation Agreement for any terms that
are inconsistent with the Contract Documents and shall notify the Engineer of any
inconsistencies it discovers within seven (7) Days of receipt of the Engineer!s notice. In the
event that the Contractor does not give notice within such seven (7) Day period the
Contractor shall be deemed to have accepted any inconsistencies that may exist. Upon
receipt of the Contractor!s notice the Engineer shall issue an instruction pursuant to Sub-
clause 2.7 [Engineers Instructions] as to the manner in which the inconsistency is to be
resolved and the Contractor shall comply with such instruction. In the event that the
Contractor does not notify the Engineer of the existence of inconsistencies prior to the date
stated in the Engineer!s notice pursuant to Sub-clause 5.5.2, the Contractor shall be
deemed to have accepted the risk in respect of any inconsistencies subsequently
discovered.
5.5.4 The Contractor shall return all copies of the Novation Agreement, delivered by the Engineer
pursuant to Sub-clause 5.5.2, duly executed by the Representative of the Contractor
together with three (3) copies of the agreement or contract to be novated with each page of
each copy initialled and stamped by the Representative of the Contractor. The Engineer
shall then procure the execution of the copies of the Novation Agreement and the initialling
and stamping of the copies of the agreement or contract by the Representative of the
Authority and by the relevant contractor, supplier or consultant and shall return one (1) copy
of the Novation Agreement and one (1) initialled and stamped copy of the agreement or
contract to the Contractor.
5.5.5 The Contractor shall be responsible for each novated contractor, supplier or consultant
including the acts, omissions or defaults of that contractor, supplier or consultant as if they
were the acts, omissions or defaults of the Contractor.
6. PROGRAMME
6.1 Importance of Programme
6.1.1 In the programming of the design, execution and completion of the Works the Contractor
acknowledges that the Authority treats as a priority the need to maintain the progress of the
Works in accordance with the Baseline Programme and the Contract.
6.2 Master Programme, Baseline Programme and Activity Programme
6.2.1 Within twenty-one (21) Days after the Commencement Date, the Contractor shall submit for
the Engineer!s non-objection a draft of its Baseline Programme and associated narrative
which shall be based on the Master Programme.
6.2.2 Within forty-two (42) Days after receipt of the Engineer!s non-objection to the Baseline
Programme, the Contractor shall submit to the Engineer, for information, an Activity
Programme for the purpose of reporting progress. If the Baseline Programme or any
provision of the Contract contains dates by which or periods within which the Authority, the
Engineer or any Third Parties are required to take actions in connection with the Contract,
the Activity Programme shall not impose on the Authority, the Engineer or any Third Party
an obligation to take such actions by earlier dates or within shorter periods than those
contained in the Baseline Programme or in any provision of the Contract.
6.2.3 The Baseline Programme and the Activity Programme shall contain as a minimum the
information required by the Project Brief.
6.2.4 The Authority, the Engineer and Third Parties shall be entitled to rely upon the Baseline
Programme when planning their activities and the Engineer shall take appropriate account
of the same in determining claims by the Authority for any relief or remedy in accordance
with Sub-clause 19.3 [Authoritys Claims].
6.2.5 The Activity Programme is intended for use as a management and reporting tool and shall
be revised so that it depicts a realistic projection for the future progress of the Works. The
Contractor shall promptly submit to the Engineer, for information, a revision of the Activity
Programme each time progress of the Works deviates by 5& (plus or minus five per cent)
from that shown in the Activity Programme.
6.2.6 Nothing stated in the Activity Programme shall relieve the Contractor of any of its duties,
obligations or risk arising out of, under or in connection with the Contract or entitle the
Contractor to Relief.
6.2.7 In the event that the Contract requires an act to be commenced or completed by the
Authority, the Engineer or the Contractor by a date, stage or time referred to in the Baseline
Programme but no date, stage or time is stipulated in the Baseline Programme, such act
shall be commenced or completed by a date, stage or time decided by the Engineer having
regard to the progress of the Works.
6.3 Rate of Progress
6.3.1 The Contractor shall continuously monitor the progress of all activities specified in the
Baseline Programme and shall include its Activity Programme in the progress report
submitted in accordance with Sub-clause 3.21.1.
6.3.2 In the event that the progress of any activity is, or will be, delayed relative to the Baseline
Programme other than by reason of a cause in Sub-clause 9.3 [Delays to Completion], the
Engineer may give notice of such delay to the Contractor and instruct the Contractor to
submit a statement of the corrective measures that the Contractor will take to remedy the
delay and complete the Works and each Key Stage and Section within the Time for
Completion relating thereto.
6.3.3 Unless the Engineer instructs otherwise, the Contractor shall, at its own risk, adopt the
corrective measures proposed in the Contractor!s statement submitted pursuant to Sub-
clause 6.3.2. In the event that such corrective measures cause the Authority to incur costs,
subject to Sub-clause 19.3 [Authoritys Claims], the Contractor shall pay such costs to the
Authority.
6.4 Acceleration
6.4.1 In the event that the Contractor considers that it is entitled to Relief for Delay the Contractor
shall, at the time of submission of the Impact Assessment pursuant to Sub-clause 19.1
[Contractors Claims], also submit a written proposal to the Engineer regarding the feasibility
of acceleration of the Works stating:
(a) the additional Cost that the Contractor anticipates incurring, including how the Cost
has been calculated, plus the Profit to be added to such Cost; and
(b) the Contractor!s proposals for the terms of payment for any additional Cost and
Profit; and
(c) the proposed alterations to the Baseline Programme showing the Time for
Completion of the each Key Stage, each Section and the Works; and
(d) the revised Baseline Programme narrative which shall include a description of the
proposed methods which the Contractor intends to adopt to accelerate the Works;
and
(e) proposed amendments to the resource allocation schedule to that provided in
Schedule C [Resources Schedules] to give effect to such acceleration.
6.4.2 Within fourteen (14) Days after receipt of the Contractor!s proposal pursuant to Sub-clause
6.4.1, the Engineer shall:
(a) inform the Contractor that the Authority does not wish to proceed with such
proposal for acceleration; or
(b) accept such proposal and, subject to Sub-clause 6.4.5, issue an Acceleration
Award, to proceed on the basis of the Contractor!s proposal for acceleration; or
(c) require the Contractor to submit clarifications or modifications to such proposal; or
(d) inform the Contractor that its proposal for acceleration is not accepted and, subject
to Sub-clause 6.4.5, issue an Acceleration Award based on the Contractor!s
proposal with such modifications as the Engineer shall determine to be
appropriate.
6.4.3 In the event that the Engineer issues to the Contractor an Acceleration Award pursuant to
Sub-clause 6.4.2(b) or 6.4.2(d) in lieu of an extension to a Time for Completion, the
Acceleration Award shall:
(a) (if issued pursuant to Sub-clause 6.4.2(b)) confirm the Contractor!s proposal for
the terms of such Acceleration Award; or
(b) (if issued pursuant to Sub-clause 6.4.2(d)) confirm the Contractor!s proposal for
the terms of such Acceleration Award as modified by the Engineer.
6.4.4 In the event that the Contractor does not provide a proposal pursuant to Sub-clause 6.4.1
and if the Engineer determines that acceleration is appropriate, the Engineer may, subject
to Sub-clause 6.4.5, issue to the Contractor an Acceleration Award.
6.4.5 An Acceleration Award shall not be effective for the purposes of the Contract or otherwise
unless it is counter-signed by the Representative of the Authority.
6.4.6 In the event that the Contractor is dissatisfied with the modifications made to the
Contractor!s proposal pursuant to Sub-clause 6.4.2(d) or with the terms of the Acceleration
Award issued pursuant to Sub-clause 6.4.4, the Contractor shall be entitled to give a Notice
of Dissatisfaction. Notwithstanding such Notice of Dissatisfaction the Contractor shall,
subject to Sub-clause 6.4.5, continue to give effect to the Acceleration Award.
6.4.7 A Notice of Dissatisfaction pursuant to Sub-clause 6.4.6 shall be given not later than twenty-
one (21) Days after receipt of the Acceleration Award failing which it shall be deemed that
no Dispute exists, no additional liability shall attach to the Engineer or Authority and the
Contractor shall have no right at any later date to give a Notice of Dissatisfaction in relation
to such Acceleration Award.
7. CONTRACTORS PERSONNEL
7.1 Contractors Superintendence
7.1.1 The Contractor shall provide all necessary superintendence to plan, arrange, direct,
manage, inspect and test the Works and any component thereof and for the safety and
security of the Site, Contractor!s Personnel and Authorised Persons on the Site or at places
where any part of the Works are being performed.
7.2 Key Personnel
7.2.1 The Contractor shall provide the Key Personnel named in Schedule C [Resources
Schedules] who shall be deemed to be non-objected to by the Engineer.
7.2.2 The Contractor shall submit for the Engineer!s non-objection the names, qualifications and
experience of such other Key Personnel as may be appointed by the Contractor to assume
the positions and roles described in Schedule C [Resources Schedules] (including any
replacements for Key Personnel originally named in Schedule C [Resources Schedules]).
7.2.3 The Contractor shall provide Key Personnel who have adequate command of the English
language and knowledge of the operations to be carried out (including the methods and
techniques required, the hazards likely to be encountered and methods of preventing
accidents) for the design, satisfactory and safe execution and completion of the Works and
the remedy of Defects and Latent Defects.
7.3 Contractors Personnel
7.3.1 Except as otherwise expressly provided in the Contract, the Authority shall not be liable in
any way to Contractor!s Personnel.
7.3.2 The Contractor shall not recruit, or attempt to recruit, staff and labour from amongst the
Authority!s or Engineer!s personnel.
7.3.3 The Contractor shall ensure that Contractor!s Personnel shall familiarise themselves, and
at all times behave properly in accordance, with the norms of Qatar culture and social
behaviour.
7.3.4 The Contractor shall ensure that Contractor!s Personnel engaged in carrying out the Works
are appropriately qualified, skilled and experienced in their respective trades or occupations.
7.3.5 In the event that any Contractor!s Personnel are determined by the Engineer to be:
(a) acting in a manner inconsistent with the requirements of Sub-clauses 7.3.3 or
7.3.4; or
(b) persistently conducting themselves in a manner which is prejudicial to the quality,
health and safety, security or the protection of the environment requirements as
set out in the Project Brief and the Project Control Documents; or
(c) carrying out duties incompetently or in a manner which would otherwise be likely
to cause the Contractor to be in breach of the Contract; or
(d) failing to comply with any provisions of the Contract; or
(e) failing to abide by applicable Law; or
(f) guilty of serious misconduct or engaging (or have engaged) in fraudulent or corrupt
activities (including by committing a Prohibited Act),
the Engineer shall be entitled to instruct the Contractor to remove such Contractor!s
Personnel from the Project, setting forth the reasons for their removal.
7.3.6 Upon receipt of an instruction from the Engineer pursuant to Sub-clause 7.3.5, the
Contractor shall immediately remove the Contractor!s Personnel named in such instruction
unless the Engineer!s instruction provides for a longer time period, in which case the
Contractor shall remove such Contractor!s Personnel within the time period stated in such
instruction.
7.3.7 The Contractor shall at the time of removal of Contractor!s Personnel in accordance with
Sub-clause 7.3.6 provide a suitable replacement with equivalent qualifications and
competence and, in the case of the replacement of a Key Personnel, only appoint a
replacement after non-objection by the Engineer. The removal and replacement of the
Contractor!s Personnel or Key Personnel shall be at the Contractor!s risk.
7.3.8 In the event that the Contractor fails to provide a replacement for the Contractor!s Personnel
who has been removed within the time stated in Sub-clause 7.3.7, the Engineer shall have
the right to make such replacement or take any necessary action at the Contractor!s risk
until such time as the Contractor has found a replacement, and (if the replacement is of Key
Personnel) the Engineer has given its non-objection to such replacement. Subject to Sub-
clause 19.3 [Authoritys Claims], the Authority shall be entitled to recover any cost that it
incurs as a result of the Engineer making replacements or taking action under this Sub-
clause 7.3.8.
7.3.9 The Contractor shall abide by applicable Law in respect of labour and the employment of
Contractor!s Personnel, including the laws relating to their employment, health, safety,
welfare, rest and public holidays, immigration and emigration, and shall allow them all their
legal rights.
7.3.10 The Contractor shall be solely responsible for all claims for payments made by Contractor!s
Personnel and the acts, omissions or defaults of Contractor!s Personnel.
7.4 Accommodation and Facilities
7.4.1 The Contractor shall provide, maintain and demobilise:
(a) all necessary accommodation and welfare facilities for Contractor!s Personnel; and
(b) facilities for the Authority!s and Engineer!s personnel as specified in the Project
Brief.
7.4.2 The Contractor shall not permit Contractor!s Personnel to maintain any temporary or
permanent living quarters within the structures forming part of the Works or on the Site.
7.4.3 The Contractor shall permit the Engineer and/or Authorised Persons to carry out spot-
checks on accommodation and welfare facilities for Contractor!s Personnel.
7.5 Disorderly Conduct
7.5.1 The Contractor shall prevent any unlawful, riotous or disorderly conduct by or amongst any
Contractor!s Personnel and other persons for whom the Contractor retains responsibility on
the Site, and shall preserve the peace and security of all persons and the protection of all
property on or adjacent to the Site.
7.6 Qatar Personnel
7.6.1 The Contractor shall make efforts to employ Qatar nationals in professional positions as far
as practicable.
8. PLANT, MATERIALS AND WORKMANSHIP
8.1 Samples, Mock-Ups and Animations
8.1.1 The Contractor shall, at its own risk, submit any and all samples, animations and similar
descriptive materials to the Engineer, and provide mock-ups, for review in accordance with
the procedures for Contractor!s Documents described in Sub-clause 4.2 [Review of
Contractors Documents] and in the Project Brief. Each sample, mock-up, animation and
similar descriptive materials shall be labelled as to origin and intended use in the Works.
8.2 Inspection
8.2.1 Authorised Persons shall be entitled, without restriction, to examine, inspect, measure and
test the Plant and Materials, and to check and comment on the progress of manufacture of
Plant and production and manufacture of Materials during the production, manufacture and
construction of the Plant and Materials.
8.2.2 The Contractor shall afford full opportunity and any reasonable assistance required to
enable the Authorised Persons to properly carry out examinations, inspections,
measurements, tests or checks. Except as otherwise provided in the Contract, Authorised
Persons shall be responsible for their own costs when carrying out examinations,
inspections, measurements, tests or checks.
8.2.3 The Contractor shall give at least seven (7) Days!, but not more than fourteen (14) Days!
notice to the Engineer:
(a) whenever any work is ready to be examined, inspected, measured or tested and
in any event before it is covered up or put out of sight; and
(b) whenever any Plant or Materials are complete and ready to be examined,
inspected, measured or tested prior to being transported from their place of
manufacture or production (or if manufactured or produced on the Site, when they
are ready to be incorporated into the Works).
8.2.4 Upon receipt of the Contractor!s notice pursuant to Sub-clause 8.2.3, the Engineer shall
notify the Contractor within three (3) Days either:
(a) that such work, Plant or Materials is or are to be examined, inspected, measured
or tested and the Engineer shall then itself or by Authorised Persons carry out the
examination, inspection, measurement or testing; or
(b) that the Contractor may proceed without such examination, inspection,
measurement or testing by the Engineer or Authorised Persons.
8.2.5 In the event that the Engineer or an Authorised Person has not carried out the examination,
inspection, measurement or testing (whether or not the Engineer has given notice pursuant
to Sub-clause 8.2.4) and subsequently decides that it wishes to do so, the Engineer may
instruct the Contractor to uncover part or parts of the Works and the Engineer or an
Authorised Person may then carry out an inspection or test of the uncovered part or parts
of the Works.
8.2.6 Subject to the provisions of Sub-clause 10.1 [Testing: General], and unless the inspection
or test reveals that any work, Plant or Materials are not in accordance with the Contract (in
which event the Contractor shall uncover the Works and carry out any remedial work at its
own risk), in the event that compliance with the Engineer!s instruction pursuant to Sub-
clause 8.2.5 causes the Works to be delayed and/or the Contractor to incur additional Costs,
the Contractor shall be entitled, subject to Sub-clause 19.1 [Contractors Claims], to bring a
claim for Relief for Delay and Relief for Cost.
8.2.7 No inspection, examination, testing or other similar activity undertaken by the Engineer or
an Authorised Person pursuant to this Sub-clause 8.2 [Inspection] shall relieve the
Contractor from any of its obligations, duties, responsibilities, risks or liabilities arising out
of, under or in connection with the Contract.
8.3 Ownership of Plant and Materials
8.3.1 Each item of Plant and Material shall, to the extent consistent with the Law, become the
property of the Authority, free from Liens, at whichever is the earlier of the following times:
(a) in respect of Plant and Materials to be imported into the State of Qatar, the earlier
of:
(i) the time at which the item of Plant or Material is first placed into the
possession of the carrier providing the relevant mode of transport; or
(ii) the date on which any amount in respect of the item of Plant or Material
has been paid for by the Authority; and
(b) in respect of Plant and Materials supplied from a source within the State of Qatar,
the earlier of:
(i) the date the relevant item of Plant or Material is delivered to the Site; or
(ii) the date on which the Authority has procured payment of any amount due
in respect of the item of Plant or Material.
8.3.2 Ownership of the Contractor!s Equipment used by the Contractor and its Sub-Contractors
in connection with the Works shall not transfer to the Authority.
8.3.3 Ownership of any item of Plant or Material in excess of the requirements for the Works shall
revert to the Contractor upon the issue of the Maintenance Certificate or at such earlier time
as the Engineer agrees in writing, following a request from the Contractor, that the Plant or
Material in question are no longer required for the Works or the remedying of Defects.
8.3.4 Notwithstanding the transfer of ownership of the Plant and Materials to the Authority
pursuant to Sub-clause 8.3.1, and subject to the provisions of Sub-clause 15.3 [Contractors
Care of the Works], the responsibility for care of any item of Plant or Material, together with
the risk of loss or damage thereto, shall remain with the Contractor until the Taking-Over
Date for a Section or Portion in which such item of Plant or Materials has been incorporated
and (to the extent that the Contractor has not previously been released from responsibility
by operation of this Sub-clause 8.3.4) on the Completion Date.
8.3.5 The Contractor shall not file, claim or register any Lien and shall prevent any Lien from
being filed, claimed or registered by any Sub-Contractor or Contractor!s Personnel against
the property of the Authority or the Contractor for any work done or any services rendered
or any Contractor!s Equipment or Plant and Materials supplied under the Contract or any
sub-contract let by the Contractor.
8.3.6 In the event that a Lien is filed, claimed or registered by any person against any Plant and
Materials or Contractor!s Equipment or against any monies then due or to become due to
the Contractor from the Authority, the Contractor shall immediately notify the Engineer and
shall promptly discharge, by guarantee or otherwise, such Lien, and indemnify and hold the
Authority harmless against and from all liabilities, claims, damages, loss, expenses and
costs (including legal fees and expenses) in connection therewith.
8.3.7 Until any Lien is fully discharged, the Authority shall have the right to withhold the full amount
of any payments due to the Contractor in relation to the Plant, Materials or Contractor!s
Equipment affected by the Lien or, in the event that payment of the amounts due has already
been made, from any further payments to be made to the Contractor, and such withholding
of payment shall not affect the other rights and obligations of the Parties under the Contract.
Alternatively, the Authority may discharge the Lien by paying the appropriate amount
directly to the person asserting the Lien and may, subject to Sub-clause 19.3 [Authoritys
Claims], recover such amount from the Contractor.
8.3.8 In the event that at any time the Contractor shall allow indebtedness to accrue for labour,
Contractor!s Equipment, Plant or Materials supplied under the Contract for which the
Authority may become liable for payment or which may become, or result in, a Lien on any
part thereof or supplies therefor or on the Authority!s property or possessions, the Authority
shall have the right to withhold from payment to be made to the Contractor an amount equal
to such indebtedness until the Contractor has delivered evidence satisfactory to the
Engineer that such indebtedness has been fully discharged.
8.3.9 With respect to any Lien outstanding at the date of issue of the Maintenance Certificate or
the termination of the Contract or of the Contractor!s employment under the Contract the
Authority may, subject to Sub-clause 19.3 [Authoritys Claims], recover from the Contractor
all costs incurred, or which are determined by the Engineer as likely to be incurred, by the
Authority in extinguishing such Liens, including any costs of filing and legal fees.
9. COMMENCEMENT AND COMPLETION
9.1 Commencement
9.1.1 Except as otherwise expressly provided in the Contract, the Contractor shall commence the
design and execution of the Works from the Commencement Date.
9.2 Time for Completion
9.2.1 The Contractor shall complete the Works and each Section within the Time for Completion
relating thereto including:
(a) passing all tests, including the Preliminary Tests and the Tests on Completion; and
(b) completion of all work, including the supply of all of the Contractor!s Documents
specified as being required for the Works or Section, as the case may be, to be
considered complete for the purposes of Sub-clause 11.1 [Taking-Over] or 11.2
[Completion of the Works] including:
(i) delivery to the Engineer of every Collateral Warranty required to be
procured by the Contractor pursuant to Sub-clause 1.15 [Collateral
Warranties: Sub-Contractors]; and
(ii) provision of the training in accordance with Sub-clause 3.16 [Training];
and
(iii) delivery of the As-Built Documents pursuant to Sub-clause 4.7 [As-Built
Documents]; and
(iv) delivery of the Operation and Maintenance Manuals and Operating
Procedures pursuant to Sub-clause 4.8 [Operation and Maintenance
Manuals]; and
(c) completion of the work described in Sub-clause 3.12 [Contractors Operations on
Site]; and
(d) delivery of duly executed Release of Liens Certificates.
9.2.2 The Contractor shall complete each Key Stage, including the completion of associated Key
Stage interfaces as set out in the Project Brief, by the Time for Completion for such Key
Stage.
9.3 Delays to Completion
9.3.1 The Contractor shall be entitled, subject to Sub-clause 19.1 [Contractors Claims], to claim
Relief for Delay if completion of a Key Stage, Section or the Works has been or will be
delayed by:
(a) a cause of delay giving an express entitlement under the Conditions of Contract to
Relief for Delay; or
(b) any breach of the Contract by the Authority; or
(c) any delay, impediment or act of prevention by or attributable to the Authority or the
Engineer unless resulting from the Authority or the Engineer:
(i) exercising a right or power conferred on it by Law; or
(ii) acting, or failing to act, in circumstances which by the express terms of
the Contract do not entitle the Contractor to Relief for Delay.
9.3.2 In the event that the Contractor considers that it is entitled to Relief for Delay, the Contractor
shall give notice to the Engineer in accordance with Sub-clause 19.1.1. When determining
each extension to a Time for Completion the Engineer shall review previous determinations
and may increase, but shall not decrease, the total extension to a Time for Completion.
9.3.3 The Contractor shall, in consultation with the Engineer, take all steps necessary to, avoid
or mitigate the effects of any delay to Key Stages, Sections and the Works, regardless of
the cause of the delay.
9.3.4 Notwithstanding the Contractor!s failure to give notice in accordance with Sub-clause 19.1.1,
the Engineer may at any time, prospectively or retrospectively, in its sole discretion (but
without any obligation to do so) by notice to the Contractor grant Relief for Delay for any of
the reasons given in Sub-clause 9.3.1.
9.4 Delays Caused by Regulatory Bodies
9.4.1 In the event that all of the following conditions are satisfied:
(a) the Contractor has diligently followed the procedures laid down by a Regulatory
Body for obtaining an Approval; and
(b) the Regulatory Body, without lawful reason, withholds the Approval or delays the
issue of the Approval beyond the date by which it should have been issued in
accordance with the Law and such withholding or delay causes a Key Stage, a
Section or the Works to be delayed; and
(c) the Contractor identified the Approval in the latest Activity Programme and has
notified the Engineer of such potential for delay to a Key Stage, a Section or the
Works in the updated Risk Register; and
(d) the Contractor has in consultation with the Engineer, taken all steps necessary to
avoid or mitigate all possible effects of such delay,
then the delay of the Regulatory Body in issuing the Approval shall be considered as a
cause of delay under Sub-clause 9.3.1(a).
10. TESTING
10.1 Testing: General
10.1.1 This Sub-clause 10.1 [Testing: General] shall apply to all tests specified in the Project Brief
or instructed by the Engineer.
10.1.2 Within the time stated in the Baseline Programme, the Contractor shall prepare and submit
testing and commissioning procedures for testing in accordance with the requirements
specified in the Project Brief for the Engineer!s non-objection. The Contractor shall not carry
out any tests for which the Engineer!s prior non-objection to the testing and such procedures
has not been given.
10.1.3 The Contractor shall carry out all tests in accordance with the testing and commissioning
procedures to which the Engineer!s prior non-objection has been given and under the
operating conditions set out in the Project Brief. Unless otherwise stated in the Contract,
the Contractor shall provide all apparatus, assistance, documents and other information,
electricity, equipment, fuel, consumables, instruments, labour, materials, and suitably
qualified and experienced staff, as are necessary to carry out the tests efficiently and safely.
The Contractor and the Engineer shall agree a time and place for the testing of Plant,
Materials and other parts of the Works.
10.1.4 The Engineer may instruct the Contractor to vary the location or details of specified tests,
or instruct the Contractor to carry out additional tests. In the event that these tests reveal
that the Plant, Materials or workmanship are not in accordance with the Contract, then the
Engineer shall be entitled to instruct the Contractor to remedy such defect at the
Contractor!s risk. In the event, however, that the Plant, Materials and workmanship are in
accordance with the Contract, and complying with the instruction of the Engineer causes
the Works to be delayed and/or the Contractor to incur additional Costs, subject to Sub-
clause 19.1 [Contractors Claims], the Contractor shall be entitled to bring a claim for Relief
for Delay and Relief for Cost.
10.1.5 Except as otherwise expressly provided in the Contract, the Contractor shall give the
Engineer not less than seven (7) Days! notice prior to conducting any tests under or in
connection with the Contract and in such notice shall state the locations where the tests are
to be performed. The Engineer may attend such tests and shall give the Contractor not less
than twenty-four (24) hours! notice of its intention to attend the tests. In the event that the
Engineer fails to attend at the time and place of the notified testing activities, the Contractor
may proceed with the tests unless otherwise instructed by the Engineer and the tests shall
then be deemed to be made in the Engineer!s presence. The Engineer may invite
Authorised Persons to attend the tests.
10.1.6 The Contractor shall promptly submit to the Engineer test certificates and duly certified
reports of the results of any tests. When the tests have been passed, the Engineer shall
endorse the Contractor!s test certificate and certified reports, or issue a certificate to the
Contractor to that effect. In the event that the Engineer did not attend the tests, the Engineer
shall be deemed to have accepted the test certificates and certified reports as accurate.
10.2 Preliminary Tests and Provisional Completion
10.2.1 The Contractor shall give the Engineer not less than seven (7) Days! notice of its intention
to commence the Preliminary Tests. The Contractor shall perform the Preliminary Tests in
accordance with the provisions of the Project Brief.
10.2.2 When, in the opinion of the Contractor, Provisional Completion has been achieved and a
part of the Works is ready to undergo the Tests on Completion, the Contractor shall apply
to the Engineer in writing for a Provisional Completion Certificate for that part of the Works.
10.2.3 In the event that the Preliminary Tests have been passed, the Engineer shall issue a
Provisional Completion Certificate within seven (7) Days after receipt of the Contractor!s
application. Provisional Completion shall occur on the date of issue of the Provisional
Completion Certificate by the Engineer. In the event that the Engineer is not satisfied that
the requirements for Provisional Completion have been met, the Engineer shall, within
seven (7) Days after receipt of the Contractor!s application pursuant to Sub-clause 10.2.2,
notify the Contractor of the reasons why the Engineer has declined to issue a Provisional
Completion Certificate.
10.2.4 In the event that the Engineer does not:
(a) issue a Provisional Completion Certificate for the part of the Works identified in the
Contractor!s application; or
(b) notify the Contractor of the reasons why such certificate will not be issued,
in either case within the seven (7) Day period referred to in Sub-clause 10.2.3, the
Contractor shall notify the Engineer of such failure and if the Engineer fails to give notice of
its decision within a further three (3) Days after the date of receipt of the Contractor!s notice
the Provisional Completion Certificate for the part of the Works identified on the Contractor!s
application shall be deemed issued.
10.2.5 In the event that the Engineer notifies the Contractor, with reasons, that the requirements
for Provisional Completion have not been met, the Contractor shall take all necessary steps
to remedy the matters identified in the Engineer!s notice and shall thereafter make a further
application for a Provisional Completion Certificate and the provisions of Sub-clauses 10.2.2
to 10.2.4 shall again apply.
10.2.6 Should the Contractor be dissatisfied with the reasons given in the Engineer!s notice
pursuant to Sub-clause 10.2.5, the Contractor shall be entitled, within twenty-one (21) Days
after receipt of the Engineer!s notice, to give a Notice of Dissatisfaction. Notwithstanding
such notice the Contractor shall promptly comply with its obligations under Sub-clause
10.2.5. Should the Contractor fail to give such notice, it shall be deemed that no Dispute
exists, no additional liability shall attach to the Engineer or Authority and the Contractor shall
have no right at any later date to give a Notice of Dissatisfaction in respect of the Engineer!s
decision.
10.3 Rejection
10.3.1 In the event that, as a result of an examination, inspection, measurement or test, any Plant,
Materials, design or workmanship is found to be defective or otherwise not in accordance
with the Contract, the Engineer may reject the Plant, Materials, design or workmanship by
giving notice to the Contractor, setting out its reasons for the rejection. Upon receipt of the
notice, the Contractor shall, within the period instructed by the Engineer and at its own risk,
remedy the defect and ensure that the rejected item complies with the Contract.
10.3.2 In the event that the Engineer requires Plant, Materials, designs or workmanship to be
retested, the tests shall be repeated under the same terms and conditions. In the event that
the Authority incurs costs as a result of such rejection and retesting, the Authority may,
subject to Sub-clause 19.3 [Authoritys Claims], recover such costs from the Contractor.
10.4 Remedial Work
10.4.1 Notwithstanding any previous test or certification, comment or failure to comment pursuant
to Sub-clause 4.2 [Review of Contractors Documents], the Engineer may in accordance
with Sub-clause 2.7 [Engineers Instructions] instruct the Contractor to:
(a) remove from the Site and replace any Plant or Materials which are not in
compliance with the Contract; and
(b) remove and/or re-execute any other work which is not in compliance with the
Contract; and
(c) execute any work which is urgently required for the safety of the Works,
and the Contractor shall forthwith comply with such instruction.
10.4.2 In the event that the Contractor fails to comply with an instruction of the Engineer pursuant
to Sub-clause 10.4.1, the Authority shall be entitled to employ other persons to carry out
such work at the Contractor!s risk. The Authority may, subject to Sub-clause 19.3
[Authoritys Claims], recover from the Contractor any costs that it incurs as a result of the
Contractor!s failure to carry out such instruction.
10.4.3 The Contractor acknowledges that under no circumstances will the Contractor be entitled
to request a Variation Order or to Relief in relation to an instruction issued by the Engineer
pursuant to Sub-clause 10.4.1.
10.5 Tests on Completion
10.5.1 For the purposes of scheduling and co-ordinating the Tests on Completion, the Contractor
shall prepare the general and specific testing and commissioning procedures in accordance
with Sub-clause 10.1.2.
10.5.2 The Contractor shall carry out the Tests on Completion in accordance with this Sub-clause
10.5 [Tests on Completion] and Sub-clause 10.1 [Testing: General]. The Contractor shall
be fully responsible for the proper conduct and results of such Tests on Completion.
10.5.3 No Tests on Completion shall be carried out until the Contractor has supplied in accordance
with the Project Brief, and obtained the Engineer!s non-objection to, the As-Built Documents,
the Operation and Maintenance Manuals and the Operating Procedures, has provided the
appropriate training in accordance with Sub-clause 3.16 [Training] and has received a
Provisional Completion Certificate in accordance with Sub-clause 10.2 [Preliminary Tests
and Provisional Completion].
10.5.4 The Tests on Completion shall be carried out in the presence of the Engineer (or deemed
presence of the Engineer if Sub-clause 10.1.5 applies) and may be carried out in the
presence of Authorised Persons.
10.6 Tests after Completion
10.6.1 In the event that the Authority requires the performance of any Tests after Completion not
specified in the Project Brief, such tests shall be instructed by the Engineer as a Variation.
10.6.2 In the event that Tests after Completion are instructed by the Engineer:
(a) the Authority shall provide all electricity, fuel and materials, and make available to
the Contractor the relevant parts of the Works on which the Tests after Completion
are to be conducted; and
(b) the Contractor shall provide any other plant, equipment and suitably qualified and
experienced personnel as are necessary to carry out the Tests after Completion
efficiently; and
(c) the Contractor shall carry out the Tests after Completion in the presence of the
Engineer and/or other Authorised Persons.
10.6.3 The Engineer shall give to the Contractor not less than fourteen (14) Days! notice of the
date after which the Tests after Completion will be carried out and the tests shall be
commenced within fourteen (14) Days after the date so stated and with not less than twenty-
four (24) hours! notice from the Engineer.
10.7 Evaluation of Results
10.7.1 The results of the Tests on Completion and Tests after Completion (if instructed by the
Engineer) shall be compiled and evaluated in accordance with:
(a) the Project Brief and Schedule G [Guaranteed Performance Levels]; and
(b) in the case of a Test after Completion, the Variation Order pursuant to which the
test was instructed,
or, in the absence of such provisions, in such manner as may be instructed by the Engineer.
The Contractor acknowledges that it shall not be entitled to seek a Variation Order or Relief
arising from an instruction of the Engineer pursuant to this Sub-clause 10.7 [Evaluation of
Results].
10.7.2 Any necessary adjustments to the results of the Tests on Completion or Tests after
Completion:
(a) to take account of measuring tolerances and any differences between:
(i) the operating assumptions detailed in the Project Brief; and
(ii) the conditions under which the Tests on Completion or Tests after
Completion were conducted;
(b) and in the case of:
(i) Tests on Completion, for the effect of any use of the Works or any Section
by the Authority on the performance characteristics of the Works or
Section; or
(ii) Tests after Completion, for the effect of prior use of the Works by the
Authority on the performance characteristics of the Works,
shall be made in accordance with the Project Brief and Schedule G [Guaranteed
Performance Levels] or, in the absence of such provisions, then in such manner
as may be instructed by the Engineer.
10.8 Delayed Tests on Completion
10.8.1 In the event that the Tests on Completion are delayed and/or the Contractor incurs
additional Costs in carrying out the Tests on Completion by reason of:
(a) any Variation pursuant to Sub-clause 13.2 [Instructed Variation]; or
(b) any cause of delay specified or referred to Sub-clause 9.3.1,
subject to Sub-clause 19.1 [Contractors Claims], the Contractor shall be entitled, in addition
to bringing a claim for Relief for Delay pursuant to Sub-clause 9.3 [Delays to Completion],
to bring a claim for Relief for Cost plus Profit.
10.8.2 The Engineer may instruct the Contractor to carry out the Tests on Completion within
fourteen (14) Days after receiving the instruction. The Contractor shall carry out the Tests
on Completion on such day or days within that period as the Contractor may agree with the
Engineer and the Contractor will not be entitled to Relief.
10.8.3 In the event that the Contractor fails to carry out the Tests on Completion within the period
of fourteen (14) Days referred to in Sub-clause 10.8.2:
(a) the Engineer may proceed with the Tests on Completion which shall be carried out
at the Contractor!s risk to the extent only that such failure is not attributable to the
Engineer; and
(b) the Tests on Completion shall be deemed to have been carried out in the presence
of the Contractor; and
(c) the results of the Tests on Completion shall be deemed to have been accepted by
the Contractor as accurate.
Subject to Sub-clause 19.3 [Authoritys Claims], the Authority shall be entitled to recover
from the Contractor any costs that the Authority incurs as a result of the Engineer carrying
out the Tests on Completion in accordance with this Sub-clause 10.8.3.
10.9 Retesting
10.9.1 In the event that, during the Tests on Completion of the Works or a Section, a Performance
Element fails to achieve the Guaranteed Performance Levels applicable thereto or the
Works or Section otherwise fail to satisfy the testing requirements of the Project Brief and
Schedule G [Guaranteed Performance Levels], the Contractor may perform further Tests
on Completion in order to improve upon the results of testing, provided that:
(a) any additional testing can, in the opinion of the Engineer, be completed within the
Time for Completion; and
(b) the Contractor shall only be entitled to carry out three (3) further Tests on
Completion in respect of the Works or such Section.
10.9.2 All appropriate adjustments and modifications to the Works or a relevant Section shall be
made by the Contractor at its own risk before, during or after the repetition of any Tests on
Completion in accordance with this Sub-clause 10.9 [Retesting].
10.9.3 Subject to Sub-clause 19.3 [Authoritys Claims], the Authority may recover from the
Contractor any costs that it incurs as a result of the repetition of any Tests on Completion
in accordance with this Sub-clause 10.9 [Retesting].
10.9.4 The Engineer may require the Tests on Completion on any related work, which in its opinion
may be affected by such failure, to be repeated on such work at the Contractor!s risk under
the same test conditions as the previous Tests on Completion.
10.10 Failure to Pass Tests on Completion
(a) the Tests on Completion require the carrying out of tests on a Performance
Element; and
(b) the Time for Completion of the Works or the Section of which the Performance
Element forms part has occurred; and
(c) during the Tests on Completion (including any repetition thereof in accordance with
Sub-clause 10.9 [Retesting]), the Performance Element fails to achieve the
Guaranteed Performance Levels applicable thereto,
the Engineer shall be entitled to proceed in accordance with Sub-clause 10.10.2 or 10.10.3.
10.10.2 In the event that the Tests on Completion show the Minimum Performance Levels
applicable to a Performance Element to have been achieved, the Engineer may either:
(a) order a repetition of the Tests on Completion in accordance with Sub-clause 10.9
[Retesting]; or
(b) elect to certify a Performance Adjustment Amount.
10.10.3 In the event that the Tests on Completion show the Minimum Performance Levels not to
have been achieved, the Engineer may:
(a) elect to certify a Performance Adjustment Amount; or
(b) do one of the following:
(i) issue a Taking-Over Certificate or Completion Certificate, as the case may
be, subject to:
(A) the Contractor agreeing to a reduction in the Contract Price in an
amount determined by the Engineer to represent the reduction in
value of the Works or Section to the Authority; and
(B) the Contractor unconditionally paying or allowing the reduction
so determined by the Engineer before the Taking-Over
Certificate or Completion Certificate, as the case may be, is
issued; or
(ii) recommend that the Authority terminate the Contractor!s employment
under the Contract in respect of the Works in accordance with Sub-clause
18.5 [Termination].
10.10.4 Subject to Sub-clause 10.10.5, a Performance Adjustment Amount certified by the Engineer
in accordance with Sub-clause 10.10.2(b) or 10.10.3(a) shall, in the absence of manifest
error, be final and conclusive as between the Parties.
10.10.5 In the event that the Contractor considers the Engineer to have made a manifest error in
the calculation of a Performance Adjustment Amount, the Contractor shall be entitled to
give a Notice of Dissatisfaction. Notwithstanding such Notice of Dissatisfaction any
adjustments to the amount due to the Contractor to take account of the Performance
Adjustment Amount shall be made in accordance with Clause 12 [Payment] and Schedule
B [Payment Schedules].
10.10.6 A Notice of Dissatisfaction pursuant to Sub-clause 10.10.5 shall be given not later than
twenty-one (21) Days after receipt of the Engineer!s certificate under Sub-clause 10.10.2(b)
or 10.10.3(a) failing which it shall be deemed that no Dispute exists, no additional liability
shall attach to the Engineer or Authority and the Contractor shall have no right at any later
date to give a Notice of Dissatisfaction in relation to the Performance Adjustment Amount.
11. TAKING-OVER, COMPLETION AND DEFECTS
11.1 Taking-Over
11.1.1 Except as stated in Sub-clause 10.10 [Failure to Pass Tests on Completion], a Section shall
be taken over by the Authority when:
(a) the Section has been completed in compliance with the Contract, except for any
minor outstanding work which in the opinion of the Engineer will not affect the
intended use of the Section as specified in the Contract; and
(b) the Tests on Completion in relation to the Section have been passed and each
Performance Element in the Section:
(i) has achieved the Guaranteed Performance Levels applicable thereto; or
(ii) has attained the Minimum Performance Levels applicable thereto but has
failed to achieve the Guaranteed Performance Levels applicable thereto,
the Engineer has certified a Performance Adjustment Amount and the
Authority has received the amount thereof (by set-off, deduction or
otherwise); and
(c) the Engineer has given its non-objection to the Contractor!s Documents applicable
to the Section which the Contractor is required to deliver under the provisions of
the Contract as a condition to the issue of a Taking-Over Certificate; and
(d) the Engineer has given its non-objection to the training applicable to the Section
which the Contractor is required to perform under the provisions of the Contract as
a condition to the issue of a Taking-Over Certificate; and
(e) the Engineer has received on behalf of the Authority a Collateral Warranty in
respect of each Key Sub-Contractor; and
(f) the Engineer has received a Section Completion Report for the Section; and
(g) the Taking-Over Certificate for such Section has been issued in accordance with
Sub-clause 11.1.3(a) or is deemed issued in accordance with Sub-clause 11.3
[Deemed Taking-Over].
11.1.2 The Contractor may apply by notice to the Engineer for the Taking-Over Certificate for a
Section not earlier than fourteen (14) Days before the Section will, in the Contractor!s
opinion, be complete and eligible for taking-over. Such application shall:
(a) not be made before the Section has passed the Tests on Completion and the
Minimum Performance Levels applicable thereto have been achieved; and
(b) be accompanied by:
(i) a Release of Liens Certificate in respect of the Section; and
(ii) a statement that all of the requirements of Sub-clauses 11.1.1(a) to
11.1.1(f) have been complied with; and
(iii) a list of any minor outstanding work which the Contractor is aware of at
the time of the application; and
(iv) such other documents and information as may be required by the Contract
as a condition to the issue of the Taking-Over Certificate.
11.1.3 The Engineer shall, upon receipt of an application for a Taking-Over Certificate, give to the
Contractor a notice of receipt of such application and shall within thirty-five (35) Days after
receiving the Contractor!s application:
(a) issue the Taking-Over Certificate to the Contractor, stating the Taking-Over Date
and the Section that the Taking-Over Certificate relates to and listing any minor
outstanding work and Defects; or
(b) reject the application for the Taking-Over Certificate giving reasons and specifying
the work required to be completed by the Contractor to enable the Taking-Over
Certificate to be issued. The Contractor shall then complete the work specified by
the Engineer before making a further application under Sub-clause 11.1.2.
11.1.4 At the time of applying to the Engineer for a Taking-Over Certificate, the Contractor shall
submit to the Engineer a Section Completion Report in relation to the relevant Section for
the Engineer!s non-objection. The Engineer may, in the Engineer!s discretion, refuse to
issue a Taking-Over Certificate until the Engineer has given its non-objection to the Section
Completion Report.
11.2 Completion of the Works
11.2.1 Except as stated in Sub-clause 10.10 [Failure to Pass Tests on Completion], the Works
shall not be considered complete until:
(a) the Works have been completed in accordance with the Contract, except for minor
outstanding work which in the opinion of the Engineer will not affect the intended
use of the Works as specified in the Contract; and
(b) the Tests on Completion in relation to the Works have been passed and each
Performance Element in the Works:
(i) has achieved the Guaranteed Performance Levels applicable thereto; or
(ii) has achieved the Minimum Performance Levels applicable thereto but has
failed to achieve the Guaranteed Performance Levels applicable thereto,
the Engineer has certified a Performance Adjustment Amount and the
Authority has received the amount thereof (by set-off, deduction or
otherwise); and
(c) the Engineer has given its non-objection to the Contractor!s Documents which the
Contractor is required to deliver pursuant to the terms of the Contract as a condition
to the issue of the Completion Certificate; and
(d) the Engineer has given its non-objection to the training which the Contractor is
required to perform pursuant to the terms of the Contract as a condition to the issue
of the Completion Certificate; and
(e) the Engineer has received, on behalf of the Authority, a Collateral Warranty in
respect of each Key Sub-Contractor; and
(f) the Engineer has received the Close-Out Report; and
(g) the Completion Certificate has been issued in accordance with Sub-clause
11.2.3(a).
11.2.2 The Contractor may apply by notice to the Engineer for the Completion Certificate not earlier
than fourteen (14) Days before the Works will, in the Contractor!s opinion, be complete and
eligible for the Completion Certificate. Such application shall:
(a) not be made before all Tests on Completion for the Works have been passed and
the Minimum Performance Levels applicable thereto have been achieved; and
(b) be accompanied by:
(i) a Release of Liens Certificate in respect of the Works; and
(ii) a statement that all of the requirements of Sub-clauses 11.2.1(a) to
11.2.1(f) have been complied with; and
(iii) a list of any minor outstanding work which the Contractor is aware of at
the time of the application; and
(iv) such other documents and information as may be required by the Contract
as a condition to the issue of the Completion Certificate.
11.2.3 The Engineer shall, upon receipt of an application for the Completion Certificate, give to the
Contractor a notice of receipt of such application and shall, within thirty-five (35) Days after
receiving the Contractor!s application:
(a) issue the Completion Certificate to the Contractor, stating the Completion Date and
listing any minor outstanding work and Defects; or
(b) reject the application for the Completion Certificate, giving reasons and specifying
the work required to be completed by the Contractor to enable the Completion
Certificate to be issued. The Contractor shall then complete the work specified by
the Engineer before making a further application under Sub-clause 11.2.2.
11.2.4 At the time of applying to the Engineer for a Completion Certificate, the Contractor shall
submit to the Engineer a Close-Out Report for the Engineer!s non-objection. The Contractor
acknowledges that a Completion Certificate shall not be issued until the Engineer has given
its non-objection to the Close-Out Report.
11.3 Deemed Taking-Over
11.3.1 In the event that the Engineer fails:
(a) to issue to the Contractor the Taking-Over Certificate for a Section; or
(b) to reject the Contractor!s application,
within the period of thirty-five (35) Days referred to in Sub-clause 11.1.3, the Contractor
shall notify the Engineer of such failure.
11.3.2 In the event that the Engineer fails to take any of the actions referred to in Sub-clause 11.3.1
the Contractor shall notify the Engineer of such failure and if the Engineer fails to give notice
of its decision within a further three (3) Days after the date of receipt of the Contractor!s
notice and all of the following conditions are satisfied:
(a) the Contractor has issued the Taking-Over Certificate application notice referred
to in Sub-clause 11.1.2; and
(b) the Contractor has diligently followed the procedures laid down in the Contract;
and
(c) if the relevant Section is otherwise completed in compliance with the Contract and
the requirements of Sub-clause 11.1.1 have been satisfied,
the Taking-Over Certificate shall be deemed issued on the last day of the thirty-five (35)
Day period referred to in Sub-clause 11.1.3.
11.4 Authority Discretion to Take-Over
11.4.1 The Authority may, at its discretion, require the Engineer to issue a Taking-Over Certificate
for a Portion prior to the requirements for the issue of a Completion Certificate stated in
Sub-clause 11.2.1 being satisfied. In such event the Engineer shall issue a Taking-Over
Certificate to the Contractor:
(a) stating the Taking-Over Date; and
(b) identifying the Portion to which the Taking-Over Certificate relates; and
(c) listing any outstanding work and Defects; and
(d) stating the adjustment to the Penalties made by the Engineer pursuant to Sub-
clause 17.4.2.
11.4.2 In the event that the Engineer issues a Taking-Over Certificate pursuant to this Sub-clause
11.4 [Authority Discretion to Take-Over] the Contractor shall complete the remaining parts
of the Works (including any outstanding work and testing for the parts of the Works taken
over) within the Time for Completion applicable thereto.
11.4.3 No later than fourteen (14) Days after receipt of the Taking-Over Certificate pursuant to
Sub-clause 11.4.1, the Contractor shall submit to the Engineer a Portion Completion Report
in relation to the relevant Portion for the Engineer!s non-objection.
11.5 Completion of Outstanding Work and Remedying Defects
11.5.1 In order that the Works, Contractor!s Documents and each Section or Portion shall be in the
condition required by the Contract by the expiry of the Maintenance Period or as soon as
practicable thereafter, the Contractor shall promptly at its own risk:
(a) complete any work which is outstanding on the date of issue of a Taking-Over
Certificate or the Completion Certificate within such time as shall be instructed by
the Engineer; and
(b) execute all work required to remedy Defects as may be notified by the Engineer
on or before the expiry of the Maintenance Period; and
(c) update, before the end of the Maintenance Period, the As-Built Documents, the
Operation and Maintenance Manuals and the Operating Procedures previously
submitted by the Contractor to the Engineer to reflect changes as a result of the
work executed and completed by the Contractor during the Maintenance Period.
11.5.2 In the event that a Defect is discovered, the Engineer shall notify the Contractor of the nature
of the Defect and the Contractor shall proceed with the remedial work in accordance with
the directions of the Engineer.
11.5.3 Where a Defect is due to errors in the Warranted Project Data and it is necessary for such
errors to be corrected in order for remedial work to be carried out and completed, the
Authority shall procure the correction of such errors and the Engineer shall issue the
corrected Warranted Project Data to the Contractor.
11.6 Cost of Remedying Defects
11.6.1 Subject to Sub-clause 11.6.2, all work to be executed and completed pursuant to Sub-
clause 11.5 [Completion of Outstanding Work and Remedying Defects] shall be executed
and completed at the Contractor!s risk.
11.6.2 In the event that the need for any work executed and completed pursuant to Sub-clause
11.5 [Completion of Outstanding Work and Remedying Defects] is not:
(a) the completion of work which is outstanding on the date of issue of a Taking-Over
Certificate or the Completion Certificate; or
(b) attributable to a Defect which is the result of a breach by the Contractor of any duty
or obligation under the Contract,
subject to Sub-clause 19.1 [Contractors Claims] the Contractor shall be entitled to bring a
claim for Relief for Cost plus Profit in the event that the execution and completion of such
works causes the Contractor to incur additional Costs.
11.7 Extension of Maintenance Period
11.7.1 The Authority shall be entitled, subject to Sub-clause 19.3 [Authoritys Claims], to an
extension of the Maintenance Period if, and to the extent that, during the Maintenance
Period an item of Plant (that is determined to be a $major% item of Plant by the Engineer),
the Works or a Section or Portion, as the case may be, cannot be used for the intended
purpose specified in the Contract by reason of a Defect which is the result of a breach by
the Contractor of any duty or obligation under the Contract. Irrespective as to whether only
part of the Works, Section or Portion is affected by such Defect, the Maintenance Period
shall be extended only for the whole of the Works.
11.7.2 Subject to Sub-clause 11.7.3, in the event that the Contractor repairs, replaces or renews
an item of Plant (that is determined to be a $major% item of Plant by the Engineer), the Works
or the whole of any Section or Portion, as the case may be, pursuant to Sub-clause 11.5
[Completion of Outstanding Work and Remedying Defects], the Maintenance Period for the
Works shall be extended for the period stated in section 4-F [Dates] of Appendix 2 [Contract
Particulars] from the date of completion of such repair, replacement or renewal.
11.7.3 The Maintenance Period shall not be extended by more than the period stated in section 4-
G [Dates] of Appendix 2 [Contract Particulars] unless by agreement in writing between the
Parties.
11.8 Failure to Remedy Defects
11.8.1 In the event that, in the Engineer!s opinion, the Contractor has failed to complete any
outstanding work or to remedy Defects as required by Sub-clauses 11.5.1(a) or 11.5.1(b)
respectively, the Engineer shall fix a date on or by which the outstanding work is to be
completed or Defects are to be remedied.
11.8.2 In the event that the Contractor fails to complete the outstanding work or to remedy Defects
by the date fixed by the Engineer, the Authority may carry out any required work itself or by
others, and in the event that the remedial work was to be executed at the Contractor!s risk
under Sub-clause 11.6 [Cost of Remedying Defects], the Authority may at its sole discretion:
(a) subject to Sub-clause 19.3 [Authoritys Claims], recover from the Contractor the
costs incurred by it in carrying out the outstanding work or remedying the Defects;
or
(b) require the Engineer to determine a reduction in the Contract Price; or
(c) terminate the Contractor!s employment under the Contract in accordance with Sub-
clause 18.5 [Termination] if the outstanding work or any Defects deprive the
Authority of substantially the whole benefit of the Works or any major part of the
Works (as determined by the Engineer).
Such action by the Authority shall not prejudice any of the Authority!s rights and remedies
arising out of, under or in connection with the Contract or the Law.
11.9 Removal of Defective Work
11.9.1 In the event that a Defect cannot be remedied on the Site and the Engineer gives its non-
objection, the Contractor may remove from the Site for the purposes of repair such parts of
the Works as are Defective. Such non-objection may be on the condition that the Contractor
increases the amount of the Performance Guarantee by the full replacement cost (as
determined by the Engineer) of the parts of the Works to be removed from Site, or provides
other appropriate security non-objected to by the Engineer.
11.10 Further Tests
11.10.1 In the event that the remedying of Defects affects the performance of the Works, the
Engineer may instruct the repetition of any of the tests described in the Contract, including
any Tests on Completion and Tests after Completion. The instructions shall be given by the
Engineer to the Contractor within forty-five (45) Days after the Defects are remedied.
11.10.2 Tests pursuant to Sub-clause 11.10.1 shall be carried out in accordance with the
requirements of the Contract applicable to the tests relating to the Defective components,
except that such tests shall be carried out at the risk of the Party liable under Sub-clause
11.6 [Cost of Remedying Defects] for the cost of the remedial work.
11.11 Rights of Access and Method Statement
11.11.1 Until the Maintenance Certificate has been issued, the Contractor shall, for the purposes of
performing its obligations under Sub-clause 11.5 [Completion of Outstanding Work and
Remedying Defects], have the right of access to all parts of the Works and to records of the
operation and performance of the Works, except as may be inconsistent with the Authority!s
operational requirements and security restrictions. In the event that the Contractor requires
access under this Sub-clause 11.11 [Rights of Access and Method Statement], and as a
condition to such access being granted by the Authority, the Contractor shall submit for the
Engineer!s non-objection a written method statement for the proposed remedial works, the
sequencing and estimated duration of the remedial works, details of any parts of the Works
that the Contractor anticipates will need to be shut down or closed or subject to operating
restrictions and the proposed dates for the remedial works. The Contractor shall only carry
out work to remedy Defects in accordance with a method statement non-objected to by the
Engineer.
11.12 Contractor to Investigate
11.12.1 If instructed by the Engineer, the Contractor shall investigate and identify the cause of any
Defect under the direction of the Engineer. Unless the Defect is to be remedied at the
Contractor!s risk under Sub-clause 11.6 [Cost of Remedying Defects], subject to Sub-clause
19.1 [Contractors Claims], the Contractor shall be entitled to bring a claim for Relief for Cost
in respect of such investigation and identification if the Contractor incurs additional Cost in
complying with the instruction.
11.13 Maintenance Certificate
11.13.1 The Contractor!s obligations to design, execute and complete the Works and remedy
Defects shall not be considered as satisfied unless and until the Maintenance Certificate
has been issued to the Contractor in accordance with this Sub-clause 11.13 [Maintenance
Certificate] stating the date on which the Contractor completed its obligations to design,
execute and complete the Works.
11.13.2 Not earlier than fourteen (14) Days before the date on which the Contractor will, in its opinion,
have satisfied its obligations to design, execute and complete the Works and remedy
Defects, the Contractor shall apply to the Engineer for the issue of the Maintenance
Certificate. Such application shall be accompanied by a Release of Liens Certificate for the
Asset.
11.13.3 The Engineer shall issue the Maintenance Certificate within thirty-five (35) Days after the
later of:
(a) the expiry date of the Maintenance Period; and
(b) the date on which the Contractor has:
(i) provided a Release of Liens Certificate in respect of the Asset; and
(ii) supplied all the Contractor!s Documents; and
(iii) completed and tested all the Works, including the remedying of Defects in
accordance with Sub-clause 11.5 [Completion of Outstanding Work and
Remedying Defects]; and
(iv) either consented to the set off or deduction, or paid, all undisputed
amounts due in respect of Penalties and other amounts due to the
Authority under any provision of the Contract.
11.13.4 The Maintenance Certificate shall be conclusive evidence that all necessary effect has been
given to those provisions of the Contract which require an adjustment to the Contract Price
or Relief to be granted to the Contractor, provided that the Maintenance Certificate shall not
be conclusive as to any matter which is subject to a Notice of Dissatisfaction and which has
been referred for resolution pursuant to Sub-clauses 19.4 [Dispute Engineers Decision]
to 19.8 [Arbitration] and shall not affect any rights that the Authority has under the Contract
and Law.
11.14 Latent Defects
11.14.1 Notwithstanding the issue of the Maintenance Certification, in the event that before the
expiry of the Latent Defects Notification Period, a Latent Defect is discovered, the
Contractor shall remedy the Latent Defect in accordance with the directions of the Authority.
11.14.2 All work to be executed and completed pursuant to this Sub-clause 11.14 [Latent Defects]
shall be executed and completed at the Contractor!s risk.
11.14.3 Whenever the Contractor requires access to the Asset under this Sub-clause 11.14 [Latent
Defects], and as a condition to such access being granted by the Authority, the Contractor
shall submit for the Authority!s non-objection a written statement of the proposed remedial
works, the sequencing and estimated duration of the remedial works, details of any parts of
the Works that the Contractor anticipates will need to be shut down or closed or subject to
operating restrictions and the proposed dates for the remedial works. The Contractor shall
only carry out work to remedy Latent Defects in accordance with a method statement non-
objected to by the Authority.
11.14.4 In undertaking any remedial works pursuant to Sub-clause 11.14 [Latent Defects], the
Contractor shall comply with all requirements of the Authority regarding site security, safety
and the Authority!s operational requirements. The Authority may, within forty-five (45) Days
after completion of the remedial work, instruct that the Tests on Completion and Tests after
Completion be repeated to the extent necessary. Such repetition of the Tests on Completion
and Tests after Completion shall be carried out in accordance with Sub-clauses 10.5 [Tests
on Completion] and 10.6 [Tests after Completion] at the Contractor!s cost.
11.15 Clearance of Site
11.15.1 As a condition to the issue of the Maintenance Certificate, the Contractor shall remove or
dispose of any remaining Contractor!s Equipment or Materials and clear away and remove
from the Site all Surplus Items.
11.15.2 In the event that any such items have not been removed by the expiry of the Maintenance
Period, the Authority may dispose of (in any way it deems appropriate and without being
required to obtain the best or open market value price on a sale) any remaining items and
be entitled to reimbursement of the costs incurred in connection with such removal and
disposal. Any balance of the monies from the sale shall be paid to the Contractor. In the
event that these amounts are less than the Authority!s costs, subject to Sub-clause 19.3
[Authoritys Claims], the Authority may recover the outstanding balance from the Contractor.
12. PAYMENT
12.1 Payment Amount
12.1.1 The Contractor shall submit to the Engineer for review and certification its Interim Payment
Applications at the times and in the manner described in Schedule B [Payment Schedules].
12.1.2 The Engineer shall certify, and the Authority shall authorise and procure payment of, the
amounts detailed in Schedule B [Payment Schedules] and such other amounts as are
determined to be due to the Contractor in accordance with the Contract but subject to such
deductions as the Engineer may certify or the Authority may otherwise be entitled to make
in accordance with the Contract. Such authorised amounts (subject to any deductions as
aforesaid) shall be payable at such times and in the manner described in Schedule B
[Payment Schedules].
12.1.3 The Contract Price shall only be adjusted in accordance with or as expressly provided under
the Conditions of Contract and Schedule B [Payment Schedules].
12.2 Payment Terms
12.2.1 The currency of payment shall be as stated in section 3-H [Values and Payments] of
Appendix 2 [Contract Particulars].
12.2.2 Payment of the amounts authorised by the Authority shall be made into the bank account
in the State of Qatar nominated by the Contractor.
12.2.3 The receipt of a payment in to the Contractor!s nominated bank account shall constitute the
complete discharge of the Authority!s obligations with regards to such payment.
12.2.4 In the event of delay to a payment due under Sub-clause 12.1 [Payment Amount], the
Contractor:
(a) may give notice to the Engineer, copied to the Authority, that payment is delayed
and stating the due date; and
(b) provided that the Contractor has given notice under Sub-clause 12.2.4(a), shall be
entitled to receive an additional allowance for the cost of financing on such delayed
payment from the date of the Contractor!s notice calculated daily on the unpaid
amount during the period of delay at the annual rate of two (2) percentage points
above the Qatar Central Bank annual minimum lending rate.
12.2.5 The Contractor!s rights under Sub-clause 12.2.4 shall not affect any other rights or remedies
available to the Contractor under the Contract or the Law but subject always to Sub-clause
19.1 [Contractors Claims].
12.3 Taxes, Penalties and Fines
12.3.1 All payments shall be subject to the Law and applicable tax regulations of the State of Qatar.
12.3.2 The Contractor shall be solely liable for the payment of all taxes, levies, fees, stamps, duties
and the like, levied by whatsoever authorities in relation to the design, execution and
completion of the Works, all of which are deemed to be included in the Contract Price. The
Contractor shall also bear any fines and penalties pertaining to any of the foregoing and
shall indemnify and hold harmless the Authority against any and liabilities, claims, damages,
loss, expenses and costs (including legal fees and expenses) in respect of such fines and
penalties.
12.3.3 The Authority may withhold the authorisation or making of payment of the Final Account to
the Contractor pending demonstration of compliance with the applicable tax regulations of
the State of Qatar.
12.4 Preliminary Final Account
12.4.1 Within fifty-six (56) Days after receipt of the Completion Certificate the Contractor shall
submit to the Engineer a preliminary Final Account with full supporting particulars showing,
in the format instructed by the Engineer:
(a) the value of all work done in accordance with the Contract up to the date stated in
the Completion Certificate; and
(b) any further amounts which the Contractor considers to be due to it under the
Contract and which have not been included in Interim Payment Applications under
Sub-clause 12.1 [Payment Amount]; and
(c) an estimate of any other amounts which the Contractor considers will become due
to it under the Contract.
The Engineer shall then proceed in accordance with Sub-clause 12.1 [Payment Amount] to
certify an interim payment to the Contractor.
12.4.2 The preliminary Final Account shall not include payments due to the Contractor relating to
work to be carried out during the Maintenance Period.
12.5 Final Account
12.5.1 Within twenty-one (21) Days of receipt of the Maintenance Certificate, the Contractor shall
submit to the Engineer a draft Final Account with full supporting particulars including
supporting documents showing, in the format instructed by the Engineer:
(a) the value of all work done in accordance with the Contract; and
(b) any further amounts which the Contractor considers to be due to it under the
Contract and which have not been included in Interim Payment Applications under
Sub-clause 12.1 [Payment Amount]; and
(c) any adjustments for amounts that actually became due after the Contractor
submitted the preliminary Final Account pursuant to Sub-clause 12.4 [Preliminary
Final Account].
12.5.2 In the event that the draft Final Account is required to be submitted pursuant to Sub-clause
14.8.2 or 18.6.1(e), the Contractor shall submit to the Engineer a draft Final Account with
full supporting particulars including supporting documents, in the format instructed by the
Engineer, setting out the information required by that Sub-clause.
12.6 Assessment of the Final Account
12.6.1 The Engineer shall carry out an assessment of the draft Final Account submitted by the
Contractor pursuant to Sub-clause 12.5 [Final Account] and issue its decision as follows:
(a) in the event that the draft Final Account is submitted by the Contractor:
(i) pursuant to Sub-clause 12.5.1; or
(ii) pursuant to Sub-clause 18.6.1(e) as a result of termination of the Contract
pursuant to Sub-clause 18.5.1(b); or
(iii) pursuant to Sub-clause 14.8.2,
the Engineer shall issue its decision within thirty-five (35) Days after receipt of the
Contractor!s draft Final Account; or
(b) in the event that the draft Final Account is submitted by the Contractor pursuant to
Sub-clause 18.6.1(e) as a result of termination of the Contractor!s employment
under the Contract pursuant to Sub-clause 18.5.1(a), the Engineer shall make its
decision within forty-five (45) Days after completing the actions referred to in Sub-
clause 18.6.2(b)(ii), and after allowing the sums established pursuant to Sub-
clauses 18.6.2(b)(i) and 18.6.2(b)(ii).
12.6.2 In the event that the Contractor accepts the Engineer!s decision pursuant to Sub-clause
12.6.1, the provisions of Sub-clause 12.7 [Certification and Payment of the Final Account]
shall apply.
12.6.3 In the event that the Contractor does not accept the Engineer!s decision pursuant to Sub-
clause 12.6.1, the Contractor shall be entitled to give a Notice of Dissatisfaction.
12.6.4 A Notice of Dissatisfaction pursuant to Sub-clause 12.6.3 shall be given not later than
twenty-one (21) Days after receipt of the Engineer!s decision pursuant to Sub-clause 12.6
[Assessment of the Final Account] failing which it shall be deemed that no Dispute exists,
no additional liability shall attach to the Engineer or Authority and the Contractor shall not
be entitled at any later date to give a Notice of Dissatisfaction in relation to such decision of
the Engineer, and the Engineer!s decision shall be deemed to be accepted by both Parties
and the provisions of Sub-clause 12.7 [Certification and Payment of the Final Account] shall
apply.
12.6.5 In the event that the Contractor gives a Notice of Dissatisfaction pursuant to Sub-clause
12.6.3, the Contractor shall submit to the Engineer the Final Account upon final resolution
of the Dispute with such amendments as are necessary to record the final outcome of the
Dispute and the provisions of Sub-clause 12.7 [Certification and Payment of the Final
Account] shall apply.
12.6.6 In the event that the Contractor fails to submit a draft Final Account in accordance with Sub-
clause 12.5 [Final Account], the Engineer shall:
(a) give the Contractor a Notice to Correct allowing the Contractor fourteen (14) Days
in which to submit the draft Final Account; and
(b) if no draft Final Account is submitted by the Contractor within fourteen (14) Days
after receiving the Notice to Correct, issue to the Contractor the Engineer!s
calculation of the Final Account which shall be deemed to be accepted by both
Parties and the provisions of Sub-clause 12.7 [Certification and Payment of the
Final Account] shall apply.
12.7 Certification and Payment of the Final Account
12.7.1 Following the Contractor!s acceptance, or deemed acceptance, of the Engineer!s decision
pursuant to Sub-clause 12.6.2, 12.6.4 or 12.6.6(b), or in the event that the Engineer!s
decision was the subject of a Notice of Dissatisfaction pursuant to Sub-clause 12.6.2,
following the final outcome of such Dispute, the Contractor shall be entitled to apply to the
Engineer for the release of the final outstanding amount, if any, due to it under the Final
Account. Within twenty-eight (28) Days of receipt of the Contractor!s application together
with a Discharge Certificate, the Engineer shall certify the final amount due to the Contractor
and the Authority shall authorise and procure payment of the final amount.
12.7.2 Any amounts due to the Contractor following settlement of the Final Account shall be held
in an escrow account on behalf of the Contractor and shall revert to the Authority absolutely
and unconditionally if the Contractor fails to demand payment of the amount held in escrow
within three hundred and sixty-five (365) Days after the issue of the Maintenance Certificate
or, in the event that the draft Final account was submitted pursuant to Sub-clause 12.5.2,
within three hundred and sixty-five (365) Days after the date on which the Engineer issues
its decision pursuant to Sub-clause 12.6.1.
12.7.3 Should the settlement of the Final Account show a negative amount the Contractor shall
have fourteen (14) Days in which to pay to the Authority the amount due to the Authority
after which period the Authority may, without limiting any other rights of recovery, make a
demand under all or any of the guarantees provided pursuant to Sub-clauses 1.11
[Performance Guarantee], 1.12 [Advance Payment Guarantee], 1.13 [Retention Guarantee],
1.14 [Materials Guarantee] and 1.17 [Parent Company Guarantee].
12.7.4 In the event that the Authority makes a demand pursuant to Sub-clause 12.7.3 and the
amount available under the guarantees is insufficient for recovery of sums due to the
Authority in the settled Final Account, the demand shall not relieve the Contractor of any
obligation to pay the Authority any outstanding amount and shall not affect the rights and
remedies of the Authority under the Contract or the Law.
12.8 Discharge
12.8.1 The Contractor shall submit with its application for release of the final outstanding amount
pursuant to Sub-clause 12.7.1 a Discharge Certificate signed by the Representative of the
Contractor.
12.8.2 The submission of the Discharge Certificate to the Engineer shall be a condition precedent
to the authorisation of the outstanding balance of the Final Account.
12.9 Cessation of Authoritys Liability
12.9.1 With the exception of the provisions under Sub-clause 15.5 [Authoritys Indemnity], the
Authority shall not be liable to the Contractor for any amounts arising out of, under or in
connection with the Contract or for the design, execution and completion of the Works,
including the remedying of Defects, except to the extent that the Contractor shall have
included an amount expressly for it in the Final Account.
12.9.2 This Sub-clause 12.9 [Cessation of Authoritys Liability] shall not limit either Party!s liability
under their respective indemnification obligations.
12.9.3 Subject to the provisions of Sub-clause 11.14 [Latent Defects], the Authority!s liabilities to
the Contractor under the Contract shall be deemed discharged upon the Authority satisfying
the requirements of the Discharge Certificate.
13. VARIATIONS
13.1 General
13.1.1 The Engineer may at any time prior to the issue of the Completion Certificate issue a
Variation Order in accordance with Sub-clause 13.2 [Instructed Variation], 13.3 [Variation
Proposal] or 13.4 [Value Engineering].
13.1.2 The Engineer may, at any time prior to the issue of the Maintenance Certificate, issue a
Variation Order in accordance with Sub-clause 13.2 [Instructed Variation] or 13.3 [Variation
Proposal] to carry out Tests after Completion in accordance with the requirements of Sub-
clause 10.6 [Tests after Completion].
13.1.3 A modification of:
(a) the Works in order to ensure compliance with the Contract; or
(b) the Design Documents to ensure compliance with the Contract; or
(c) the conditions and methods of working to avoid or mitigate potential Contractor
default; or
(d) any Contractor!s Documents, as a consequence of paragraphs (a) or (b) above,
whether or not instructed by the Engineer shall not constitute a Variation and shall be
executed at the Contractor!s risk.
13.1.4 The Authority may at any time undertake or procure works in relation to the Project which
do not form part of the Works.
13.1.5 In the event that the Engineer issues a Variation Order to omit part of the Works, the
Authority shall be entitled to instruct other contractors or persons to carry out such omitted
work. In such event the Authority shall have no liability to the Contractor for loss of profit,
loss of opportunity or any other liability under the Law for any losses whatsoever from such
Variation Order to omit work.
13.1.6 A Variation instruction shall only be valid if in writing and in the form of a Variation Order.
13.2 Instructed Variation
13.2.1 The Engineer may initiate a Variation by issuing a Variation Order to the Contractor and the
Contractor shall give immediate effect to the Variation Order. The Contractor shall maintain
contemporaneous records of the Costs that it incurs or anticipates incurring in giving effect
to the Variation Order and shall allow the Engineer to inspect and audit such records.
13.2.2 Within fourteen (14) Days after receipt of a Variation Order the Contractor shall issue to the
Engineer an Impact Assessment in respect of the Variation Order.
13.2.3 The Engineer shall within fourteen (14) Days after receipt of the Impact Assessment:
(a) issue its Evaluation and a revised Variation Order (as appropriate) replacing and/or
supplementing the Variation Order that was subject of the evaluated Impact
Assessment; or
(b) issue comments on the Impact Assessment and request additional information for
further Evaluation pursuant to Sub-clause 2.9 [Engineers Evaluation].
13.3 Variation Proposal
13.3.1 The Engineer may, before issuing a Variation Order, issue a Variation Proposal to the
Contractor and instruct the Contractor to submit an Impact Assessment in response to such
Variation Proposal. The Contractor shall submit an Impact Assessment within twenty-one
(21) Days, or such longer period as may be fixed by the Engineer, of receipt of such
Variation Proposal and instruction. The Variation Proposal and instruction shall not be
treated as a Variation Order and shall not be given effect to by the Contractor until a
Variation Order is issued by the Engineer in accordance with Sub-clause 13.3.2(a).
13.3.2 Within fourteen (14) Days after receipt of the Impact Assessment for the Variation Proposal
or within fourteen (14) Days from when the Impact Assessment was due in accordance with
Sub-clause 13.3.1, the Engineer shall:
(a) issue an Evaluation and Variation Order; or
(b) issue comments on the Impact Assessment and request additional information for
further Evaluation pursuant to Sub-clause 2.9 [Engineers Evaluation]; or
(c) notify the Contractor that the Variation Proposal is withdrawn,
and the Contractor shall proceed in accordance with such response.
13.4 Value Engineering
13.4.1 At any time the Contractor may submit to the Engineer a substantiated value engineering
proposal with an Impact Assessment detailing any impact on time, cost or quality of the
Works and the future operation and maintenance of the Project.
13.4.2 Within fourteen (14) Days after receipt of the Contractor!s value engineering proposal and
Impact Assessment, the Engineer shall respond with:
(a) an Evaluation and Variation Order; or
(b) comments on the Impact Assessment and request for further information; or
(c) notice of rejection of the value engineering proposal and Impact Assessment,
and the Contractor shall proceed in accordance with such response.
13.4.3 In the event that the value engineering proposal directly results in a reduction to the Contract
Price as reflected in the issued Variation Order, the Contractor shall be entitled to receive
the benefit of the percentage stated in section 3-I [Values and Payments] of Appendix 2
[Contract Particulars] of the reduction amount.
13.4.4 The Contractor shall not give effect to any value engineering proposal without first having
received a Variation Order from the Engineer.
13.5 Effect of Evaluation
(a) the Engineer issues its Evaluation pursuant to Sub-clause 13.2.3(a), 13.3.2 or
13.4.2, the Evaluation shall be treated as final and conclusive and shall not be
opened up, reviewed or revised, whether by expert determination, arbitration, court
proceedings or otherwise unless within twenty-one (21) Days after receipt of the
Evaluation the Contractor gives Notice of Dissatisfaction; or
(b) the Engineer fails to issue its Evaluation pursuant to Sub-clause 13.2.3(a), 13.3.2
or 13.4.2:
(i) the Contractor shall nevertheless continue to give immediate effect to the
Variation Order; and
(ii) the Contractor shall be entitled to give a Notice of Dissatisfaction which
shall be given no later than twenty-one (21) Days after the due date for
receipt of the Engineer!s Evaluation issued pursuant to Sub-clause
13.2.3(a), 13.3.2, or 13.4.2 (as applicable); and
(iii) if the Contractor fails to give a Notice of Dissatisfaction within the period
stated in Sub-clause 13.5.1(b)(ii), the Contractor shall be deemed to have
agreed that:
(A) no Dispute exists; and
(B) the Contractor shall not be entitled to Relief; and
(C) the Authority and the Engineer shall be discharged from all
liability in relation to the Variation,
and the Contractor shall have no right at a later date to give a Notice of
Dissatisfaction in relation to such Evaluation.
13.5.2 The Contractor shall not be entitled to Relief or an adjustment to the Contract Price arising
out of the Variation Order other than in accordance with this Clause 13 [Variations] and
Schedule B [Payment Schedule].
13.6 Provisional Sums and Prime Cost Sums
13.6.1 Each Provisional Sum and Prime Cost Sum shall only be used, in whole or in part, in
accordance with the instructions of the Engineer, in which case the Contract Price shall be
adjusted accordingly. The total sum paid to the Contractor shall include only such amounts,
for the work, Plant, Materials or services to which the Provisional Sum or Prime Cost Sum
relates, as may be instructed by the Engineer. For each Provisional Sum and Prime Cost
Sum, the Engineer may instruct:
(a) work to be executed (including Plant, Materials or services to be supplied) by the
Contractor and valued under Sub-clause 19.2.4; or
(b) Plant, Materials or services to be purchased by the Contractor, and for which there
shall be included in the Contract Price:
(i) the invoiced (prime) cost of the instructed Plant, Materials or services; plus
(ii) the Contractor!s #administration and profit allowance! applicable to that
Prime Cost Sum in accordance with Schedule B [Payment Schedules].
13.6.2 The Contractor is deemed to have made provision in the Baseline Programme for the
execution of all work and services and the supply of all Plant and Materials which are the
subject of Provisional Sums and Prime Cost Sums identified in Schedule B [Payment
Schedules] and consequently the instruction of works under Provisional Sums and Prime
Cost Sums shall not entitle the Contractor to Relief for Delay.
13.6.3 The Contractor shall, when required by the Engineer, produce quotations, invoices,
vouchers and accounts or receipts in substantiation of such costs incurred by the Contractor
pursuant to Sub-clause 13.6 [Provisional Sums and Prime Cost Sums] on an open-book
basis.
13.6.4 Any and all Provisional Sums and Prime Cost Sums not instructed by the Engineer shall not
form part of the Final Account calculation of the Contract Price.
13.7 Changes to the Applicable Codes and Standards and Law
(a) a Change to Applicable Codes and Standards; or
(b) a Change in Law,
occurs after the Base Date which the Contractor considers to constitute a Variation, the
Contractor shall within seven (7) Days after the later of the date that the Contractor becomes
aware or should have become aware that the change has occurred:
(i) give notice to the Engineer, with an Impact Assessment of such change;
and
(ii) request an instruction of the Engineer.
13.7.2 Within fourteen (14) Days after receipt of the Contractor!s notice given pursuant to Sub-
clause 13.7.1 the Engineer shall:
(a) instruct the Contractor to disregard the change and continue performance of its
obligations as if no change had occurred or will occur; or
(b) instruct the Contractor to comply with and implement the change at the
Contractor!s risk; or
(c) issue a Variation Order.
13.7.3 In the event that the Engineer fails to issue an instruction or to issue a Variation Order
pursuant to Sub-clause 13.7.2, the Contractor shall be obliged to apply such Change to
Applicable Codes and Standards or Change in Law.
13.7.4 Should the Contractor be dissatisfied with the Engineer!s instruction pursuant to Sub-clause
13.7.2 or the Engineer!s failure to issue an instruction or Variation Order, as the case may
be, the Contractor shall be entitled to give a Notice of Dissatisfaction. Notwithstanding such
notice the Contractor shall give effect to the Engineer!s instruction or (if the Engineer fails
to issue an instruction or Variation Order) proceed in accordance with Sub-clause 13.7.3.
13.7.5 Such Notice of Dissatisfaction shall be given no later than twenty-one (21) Days after receipt
of the Engineer!s decision, or the due date for issuing a decision as the case may be, failing
which it shall be deemed that no Dispute exists, no liability shall attach to the Engineer or
Authority and the Contractor shall have no right at any later date to give a Notice of
Dissatisfaction in relation to such change.
14. FORCE MAJEURE
14.1 Meaning of Force Majeure Event
14.1.1 $Force Majeure Event% means an exceptional event or circumstances which prevents a
Party from performing its obligations under the Contract:
(a) which is beyond the control of the affected Party; and
(b) which the affected Party, despite all reasonable efforts, could not have provided
against before entering into the Contract; and
(c) which could not have been prevented, overcome or remedied in whole or in part
by the exercise by the affected Party of reasonable skill, care and diligence to a
standard as would be exercised by a party in the same position as the Party
affected but excluding such event that could be prevented but for either Party!s
breach of its obligations under the Contract.
14.1.2 A Force Majeure Event shall include any of the following events or circumstances:
(a) war, hostilities (whether war be declared or not), invasion, act of foreign enemies;
(b) rebellion, terrorism, revolution, insurrection, military or usurped power, or civil war;
(c) riot, commotion, disorder, strike or lockout by persons other than Contractor!s
Personnel;
(d) munitions of war, explosive materials, ionising radiation or contamination by radio-
activity, except as may be attributable to the Contractor!s use of such munitions,
explosives, radiation or radio-activity;
(e) natural catastrophes such as earthquakes, hurricanes, typhoons or volcanic
activity;
(f) loss or damage to Goods arising during transportation provided that such loss or
damage itself arises from a Force Majeure Event,
all of which must satisfy all of the conditions set out in Sub-clause 14.1.1.
14.2 Notice of Force Majeure Event
14.2.1 In the event that a Party is or will be prevented from performing any of its obligations under
the Contract by a Force Majeure Event, then it shall give notice to the other Party and the
Engineer of the event or circumstances constituting the Force Majeure Event and shall
specify the obligations, the performance of which is or will be prevented. The notice shall
be given within five (5) Days after the date when the affected Party became aware, or should
have become aware, of the relevant event or circumstances constituting a Force Majeure
Event.
14.2.2 In the event that the Party declaring a Force Majeure Event fails to give notice of the Force
Majeure Event within the period stated in Sub-clause 14.2.1 the period of relief for failure to
perform afforded to the affected Party shall commence no more than five (5) Days before
the date on which notice of the Force Majeure Event is given.
14.2.3 Having given notice pursuant to Sub-clause 14.2.1, subject to Sub-clause 14.4 [No Relief
from Payment Obligations], the affected Party shall be excused from the performance of the
obligations specified in the notice for so long as the Force Majeure Event referred to in the
notice prevents it from performing them.
14.2.4 The affected Party shall provide the other Party and the Engineer with periodic reports, at
the direction of the Engineer, of the status of the Force Majeure Event and the affected
Party!s efforts to avoid or mitigate the impact thereof.
14.3 Notice of Cessation of Force Majeure Event
14.3.1 The affected Party shall give notice to the other Party and the Engineer of each of the
following occurrences within five (5) Days after the affected Party becoming aware of the
same:
(a) cessation of the Force Majeure Event; or
(b) cessation of the effects of the Force Majeure Event on the performance of the
affected Party; or
(c) the resumption of the affected Party!s performance of its obligations under the
Contract.
14.4 No Relief from Payment Obligations
14.4.1 Notwithstanding any other provision of the Contract, the occurrence of a Force Majeure
Event shall not relieve a Party from its obligations to make payments to the other Party or,
in the event that the Contractor is the affected Party, to any Contractor!s Personnel.
14.5 Duty to Mitigate
14.5.1 Each Party shall at all times minimise any disruption or delay in the performance of its
obligations under the Contract as a result of a Force Majeure Event and resume full
performance of its obligations as soon as practicable.
14.6 Consequences of Force Majeure Event
14.6.1 In the event that, as a direct consequence of a Force Majeure Event, and subject to Sub-
clauses 19.1 [Contractors Claims] and 14.2 [Notice of Force Majeure Event]:
(a) completion of the Works or any Section or any Key Stage, as the case may be, is
or will be delayed beyond the Time for Completion applicable thereto, the
Contractor shall be entitled to bring a claim for Relief for Delay; and
(b) the Contractor incurs additional Costs in taking immediate measures to protect and
preserve the Works from deterioration or damage during the continuance of the
Force Majeure Event, the Contractor shall be entitled to bring a claim for Relief for
Cost. The Contractor!s entitlement to Relief for Cost under this Sub-clause
14.6.1(b) is subject to the Contractor having notified the Engineer of the measures
being undertaken within twenty-four (24) hours after initiation of those measures
and complying with any instructions of the Engineer following such notice; and
(c) the Contractor is instructed by the Engineer to undertake remedial measures to
remedy any loss or damage to the Works resulting from the Force Majeure Event,
the Contractor shall be entitled to bring a claim for Relief for Cost. The Contractor!s
entitlement to Relief for Cost under this Sub-clause 14.6.1(c) shall include the Cost
of resumption of full performance of the Contract.
14.7 Sub-Contractor Force Majeure Event
14.7.1 In the event that any Sub-Contractor is entitled under any agreement or contract relating to
the Works to relief from a Force Majeure Event on terms additional to or broader than those
specified in Sub-clause 14.1 [Meaning of Force Majeure Event], such additional or broader
Force Majeure Event shall not excuse the Contractor!s non-performance or entitle it to Relief
under this Clause 14 [Force Majeure].
14.8 Optional Termination, Payment and Release
14.8.1 In the event that the execution of a substantial proportion of the Works is prevented for a
continuous period of sixty-three (63) Days by reason of a Force Majeure Event of which
notice has been given under Sub-clause 14.2 [Notice of Force Majeure Event], or for
multiple periods which total more than one hundred (100) Days in any period of three
hundred and sixty-five (365) consecutive Days due to notified Force Majeure Events of the
same type, then either Party may give to the other Party a notice of termination of the
Contract. In the event of a notice of termination being given, termination shall take effect
seven (7) Days after the notice of termination is given and the Contractor shall thereafter
promptly commence demobilisation.
14.8.2 Within twenty-eight (28) Days after termination of the Contract pursuant to Sub-clause
14.8.1, the Contractor shall submit to the Engineer a draft Final Account which shall
consider:
(a) the amounts payable for any work carried out in accordance with the Contract up
to the date of termination of the Contract; and
(b) the Cost of Plant and Materials delivered on Site or for which the Contractor is
liable to accept delivery. Upon authorising and making payment of such costs by
the Authority, such Plant and Materials shall become the property of the Authority
in accordance with the provisions of Sub-clause 8.3 [Ownership of Plant and
Materials] and shall be delivered by the Contractor to a location selected and
notified to the Contractor by the Engineer; and
(c) the Cost of removal of Temporary Works and Contractor!s Equipment from the Site
and the return of these items to the place from where they were originally mobilised
(or to any other destination at no greater cost); and
(d) the Cost of demobilisation of the Contractor and Sub-Contractors, including
repatriation of personnel who were employed solely in connection with the Works
at the date of termination.
14.8.3 The Authority shall only be required to pay the Contractor such Costs as are set out in Sub-
clause 14.8.2, to the extent that such Costs are fully evidenced and substantiated by the
Contractor and certified by the Engineer.
15. RISK AND RESPONSIBILITY
15.1 Warranted Project Data
15.1.1 The Authority confirms that it has made available to the Contractor for its information, prior
to the Commencement Date, the Warranted Project Data set out or identified in the Project
Brief.
15.1.2 The Engineer may notify the Contractor of the existence of further data of a similar nature
to the Warranted Project Data which comes into the Authority!s possession after the
Commencement Date and shall, at the Contractor!s request, make available one (1) copy
of such further data to the Contractor. Such further data shall only be treated as Warranted
Project Data if the Engineer notifies the Contractor that it should be so treated.
15.1.3 The Contractor shall review the Warranted Project Data for errors, inaccuracies and
inconsistencies.
15.1.4 In the event that the errors, inaccuracies and inconsistencies in the Warranted Project Data
cause the Works to be delayed and/or the Contractor to incur additional Costs, subject to
Sub-clause 19.1 [Contractors Claims], the Contractor shall be entitled to bring a claim for
Relief for Delay and Relief for Cost.
15.2 Project Data at Contractors Risk
15.2.1 Except for Warranted Project Data in accordance with Sub-clause 15.1 [Warranted Project
Data], the Authority accepts no responsibility for, and makes no representation or gives any
warranty, either express or implied, with respect to, the adequacy, accuracy, completeness
or sufficiency of the Project Data, or for any errors, inaccuracies or inconsistencies in the
Project Data. The Contractor shall be responsible for the adequacy, accuracy,
completeness and sufficiency of all Project Data and for any errors, inaccuracies or
inconsistencies therein and shall use the Project Data at its own risk.
15.3 Contractors Care of the Works
15.3.1 The Contractor shall have full responsibility for the care of the Works and any Goods from
the Commencement Date until:
(a) the issue, or deemed issue, of the Taking-Over Certificate in respect of a Section
or Portion; and
(b) in respect of any part of the Works for which a Taking-Over Certificate has not
been issued, the issue of the Completion Certificate,
at which time responsibility for the care of the Works or the Section, as the case may be,
and the Goods incorporated therein, shall pass to the Authority.
15.3.2 After responsibility for the care of the Works or a Section or any Goods has passed to the
Authority, the Contractor shall take responsibility for the care of any work which is
outstanding on the date stated in the Taking-Over Certificate or the Completion Certificate,
as the case may be, until such outstanding work has been completed.
15.3.3 Notwithstanding Sub-clause 15.3.2, where a Variation has been instructed by the Engineer
pursuant to Clause 13 [Variations] in respect of a part of the Works or a Section, as the
case may be, after the issue, or deemed issue, of a Taking-Over Certificate, but before the
issue of the Completion Certificate, the Parties shall agree amongst other items the part of
the Works or a Section for which full responsibility for care shall be resumed by the
Contractor from the start of the execution of the Variation by the Contractor on that part of
the Works or Section. The Contractor!s responsibility for care of such part of the Works or
a Section, as the case may be, shall continue up to the date of non-objection by the
Engineer confirming that the Variation has been completed.
15.3.4 In the event that any loss or damage occurs to the Works or a Section during the period
when the Contractor is responsible for their care, from any cause not listed in Sub-clause
15.4 [Authoritys Risks], the Contractor shall remedy the loss or rectify the damage at its
own risk and shall ensure that the Works or Section, as the case may be, are otherwise in
compliance with the Contract.
15.4 Authoritys Risks
15.4.1 In the event that any of the risks listed in Sub-clause 15.4.2 results in loss or damage to the
Works (or a part of the Works) the Contractor shall remedy such loss or damage to the
extent instructed by the Engineer and if compliance with the instruction of the Engineer
causes the Works to be delayed and/or the Contractor to incur additional Costs, subject to
Sub-clause 19.1 [Contractors Claims], the Contractor shall be entitled to bring a claim for
Relief for Delay and Relief for Cost.
15.4.2 The Authority shall retain responsibility for the following risks:
(a) rebellion, terrorism, revolution, insurrection, military or usurped power, or civil war,
within the State of Qatar; and
(b) riot, commotion or disorder within the State of Qatar by persons other than
Contractor!s Personnel; and
(c) use or occupation by the Authority of any part of the Works, except as may be
specified by the Contract; and
(d) hydrological and meteorological events with an average recurrence interval of one
hundred (100) years or greater. Any event of a recurrence interval of less than one
hundred (100) years shall be at the Contractor!s risk; and
(e) Warranted Project Data.
15.5 Authoritys Indemnity
15.5.1 In so far as the Law permits, and subject to the provisions of Sub-clause 17.9 [Limits of
Liability for Consequential Loss], the Authority shall indemnify and hold harmless the
Contractor against and from all liabilities, claims, damages, loss, expenses and costs
(including legal fees and expenses) which arise out of or in relation to any of the following:
(a) any of the Contractor!s Documents being used by the Authority for a purpose other
than that indicated by, or reasonably to be inferred from, the Contract; and
(b) any changes, alterations or modifications to any Contractor!s Documents made by
the Authority without the Contractor!s agreement except for those changes,
alterations or modifications, which have been formally transmitted to the Contractor
and have not subsequently been the subject of a Notice of Dissatisfaction given by
the Contractor; and
(c) the Contractor!s use in the Contractor!s Documents of any registered intellectual
property belonging to others where such registered intellectual property is
expressly specified in the Project Brief for incorporation into the Contractor!s
Documents; and
(d) bodily injury, sickness, disease or death of any person whatsoever attributable to
gross negligence, deliberate default, fraud, fraudulent misrepresentation or Wilful
Misconduct by the Authority or its personnel; and
(e) compliance with an instruction of the Engineer issued pursuant to Sub-clause
13.7.2(a).
15.5.2 The indemnity pursuant to Sub-clause 15.5.1 shall not apply to liabilities, claims, damages,
loss, expenses or costs (including legal fees and expenses) arising:
(a) from negligence, deliberate default, omission, fraud, fraudulent misrepresentation
or Wilful Misconduct by the Contractor or Contractor!s Personnel; or
(b) other than in connection with the non-performance of the Authority!s obligations
under the Contract.
15.5.3 To the extent that a liability, claim, damage, loss, expense, cost (including legal fees and
expenses) arises partly due to causes identified in Sub-clause 15.5.1, and partly due to
causes identified in Sub-clause 15.5.2, the Authority!s indemnity shall be reduced in
proportion to which the Engineer determines that the liabilities, claims, damages, losses,
expenses, costs (including legal fees and expenses) or expense arose out of the cause
identified in Sub-clause 15.5.2.
15.6 Contractors Indemnity
15.6.1 The Contractor shall indemnify and hold harmless the Authority and its personnel against
and from all liabilities, claims, damages, loss, expenses and costs (including legal fees and
expenses) which arise out of or in relation to any or all of the following:
(a) the Contractor!s use in the Contractor!s Documents of any Information containing
Intellectual Property Rights belonging to others, with the sole exception of where
the Contract expressly requires the Contractor to use such Intellectual Property
Rights in the Contractor!s Documents; or
(b) bodily injury, sickness, disease or death of any person whatsoever arising out of
or in the course of or by reason of the Contractor!s design, execution and
completion of the Works and the remedying of Defects and Latent Defects to the
extent that such bodily injury, sickness, disease or death is not attributable to gross
negligence, deliberate default, fraud, fraudulent misrepresentation or Wilful
Misconduct by the Authority or its personnel; or
(c) subject to Sub-clause 15.5.1(c), damage to or loss of any third party property to
the extent that such damage or loss:
(i) arises in the course of or by reason of the Contractor!s design, execution
or completion of the Works, or the remedying of Defects or Latent Defects,
or arises out of the Contractor!s breach of the Contract; and
(ii) is not attributable to gross negligence, deliberate default, fraud, fraudulent
misrepresentation or Wilful Misconduct by the Authority or its personnel;
or
(d) damage to, or loss of, any property belonging to the Authority to the extent that
such damage or loss is not attributable to gross negligence, deliberate default,
fraud, fraudulent misrepresentation or Wilful Misconduct by the Authority or its
personnel; or
(e) the use by the Contractor of the Works (or part thereof); or
(f) any liabilities, claims, damages, loss, expenses or costs (including legal fees and
expenses) incurred by third parties on account of the Contractor!s breach of any of
its obligations under the Contract.
15.7 Risk Alerts
15.7.1 The Contractor shall give notice of a Risk Alert to the Engineer as soon as it becomes aware
of any event or circumstances which may:
(a) increase the Contract Price; or
(b) delay the Time for Completion of a Key Stage, Section or the Works; or
(c) impair the performance of the Works, a Section or Key Stage.
15.7.2 The Contractor shall enter the events and circumstances described in Risk Alerts in the
Risk Register. Notice of a Risk Alert in respect of an event or circumstances for which a
claim for Relief has previously been notified by the Contractor to the Engineer under Sub-
clause 19.1 [Contractors Claims] shall not be required to be given by the Contractor under
this Sub-clause 15.7.2 [Risk Alerts] but nevertheless will be recorded on the Risk Register.
15.7.3 The Engineer may instruct the Contractor to attend a risk reduction meeting upon
notification of a Risk Alert and may invite the Authority to attend. The Contractor may
request the Engineer to convene a risk reduction meeting upon giving notice of a Risk Alert
and the Contractor shall be entitled to request that other persons be invited to attend. The
Engineer may invite other persons to attend the risk reduction meeting with the Contractor
(with or without the Contractor!s agreement). At a risk reduction meeting, those who attend
shall:
(a) make and consider proposals for how the effect of the registered risks can be
avoided or reduced; and
(b) seek solutions that bring advantage to all those who are affected by the registered
risks; and
(c) confirm the actions to be taken, and by whom; and
(d) confirm which risks have been avoided or have passed and can be removed from
the Risk Register.
15.7.4 After the conclusion of each risk reduction meeting, the Contractor shall revise the Risk
Register to record the conclusions reached at the meeting and shall issue the revised Risk
Register to the Engineer as soon as reasonably practicable. In the event that a solution or
action requires the Engineer to instruct a Variation or issue an instruction pursuant to Sub-
clause 2.7 [Engineers Instructions], then such Engineer!s solution or action shall be noted
with the issue of the revised Risk Register.
15.7.5 The risks recorded in the Risk Register and solutions and actions recorded against any risk
shall not affect the risk allocation agreed between the Authority and the Contractor as set
out in the Contract. Unless expressly stated otherwise in the Contract, the Contractor shall
not be entitled to Relief for such risks and solutions and actions recorded against any risk
into the Risk Register or any other events or circumstances notified as a Risk Alert.
15.7.6 Subject to Sub-clause 19.1 [Contractors Claims], in the event that the Contractor was or
ought to have been aware of an event or circumstances that has given rise to a Contractor!s
claim for Relief under Sub-clause 19.1 [Contractors Claims] and failed to give notice of a
Risk Alert in respect of such event or circumstances, the Engineer!s Evaluation of the
Contractor!s claim for Relief shall take account of the extent, if any, to which the failure of
Contractor to give notice of a Risk Alert prevented or prejudiced the Engineer!s ability to
investigate or to avoid or mitigate the impact of the event or circumstance.
16. INSURANCES
16.1 Insurance Programme for the Works
16.1.1 Schedule E [Insurances] sets out the insurances that are to be taken out and maintained
for the purposes of the Contract.
16.2 General Requirements for Insurances
16.2.1 Evidence that insurance policies have been effected and are in full force and effect shall be
by means of certified copies of relevant insurance cover notes, certificates of insurance, or
insurance policies which are subject to non-objection by the Engineer and shall be
accompanied by evidence that premiums, as due, have been paid in full, together with any
schedule of future premium instalment payment dates.
16.2.2 In the event that the Contractor fails to effect and maintain any of the insurances, or fails to
provide satisfactory evidence in accordance with Sub-clause 16.2.1, the Authority may (at
its option and without affecting any other right or remedy) effect insurance for the relevant
coverage and pay the premiums due and, subject to Sub-clause 19.3 [Authoritys Claims],
recover such amounts from the Contractor.
16.2.3 Subject to Sub-clause 16.3 [Insurance Obligations Particular to the Authority] and Sub-
clause 16.7 [Liability and Limits of Coverage], proceeds received by the Authority from the
Insurers subscribing to the #Construction and Erection All Risks Insurance! (or equivalent)
shall be used for the rectification of the loss or damage to the Works and, to the extent
rectification work has been performed by the Contractor to such Works, proceeds received
by the Authority from the Insurers shall be payable to the Contractor.
16.2.4 The Contractor shall ensure that each insurance policy affected and maintained by the
Contractor pursuant to Schedule E [Insurances] shall also contain the following
endorsements to the policy:
(a) the Contractor and the Insurer shall advise the Authority of any proposed change,
reduction or cancellation, or notice of change, reduction, cancellation, termination,
or expiry of any insurance policy not less than thirty-five (35) Days before such
change, reduction, cancellation, termination or expiry is to take effect; and
(b) waiver of subrogation clauses against the Insured Parties in respect of each
insurance policy when specified within Schedule E [Insurances].
16.2.5 The insurance policies identified in Schedule E [Insurances] are the minimum required by
the Authority, and either Party may, at its own cost, effect and maintain such other
insurances that it may deem prudent.
16.2.6 All insurances shall remain in full force and effect until the issue of the Maintenance
Certificate, except as otherwise expressly stated in Schedule E [Insurances].
16.3 Insurance Obligations Particular to the Authority
16.3.1 The Parties acknowledge that:
(a) the Authority shall effect and maintain the insurance policies described in Schedule
E [Insurances] Part A [Authoritys Insurance and Responsibilities] as its
responsibility, for the periods stated in Schedule E [Insurances] Part A [Authoritys
Insurance and Responsibilities]; and
(b) the Authority shall ensure that in each of the insurance policies described in
Schedule E [Insurances] Part A [Authoritys Insurance and Responsibilities] the
Contractor and its Sub-Contractors are each an Insured Party; and
(c) the Authority shall bear sole responsibility for the payment of all premiums for the
insurances to be effected and maintained in accordance with Schedule E
[Insurances] Part A [Authoritys Insurance and Responsibilities]; and
(d) the Authority shall ensure that, where expressly required, all insurance policies
effected by the Authority pursuant to Schedule E [Insurances] Part A [Authoritys
Insurance and Responsibilities] shall be written as stand-alone and non-
contributory policies, to the extent of the application of such policies, and not in
excess of any other insurance policies as may be provided by the Contractor.
16.4 Insurance Obligations Particular to the Contractor
16.4.1 The Contractor shall comply with, and shall require that each of its Sub-Contractors (and
their respective sub-contractors, sub-suppliers and sub-consultants) complies with, the
terms and conditions of the insurance policies described in Schedule E [Insurances].
16.4.2 The Contractor shall effect and maintain the insurance policies described in Schedule E
[Insurances] Part B [Contractors Insurance and Responsibilities], for the periods stated in
Schedule E [Insurances] Part B [Contractors Insurance and Responsibilities] on terms and
with Insurers which have been non-objected to by the Engineer.
16.4.3 The Contractor shall ensure that each of the insurance policies described in Schedule E
[Insurances] Part B [Contractors Insurance and Responsibilities], state the amount of the
Insurer!s liability thereunder and that such insurance policies cannot be cancelled, changed
or not renewed without the Contractor and the Insurer giving the Authority and the Engineer
not less than thirty-five (35) Days! notice of such cancellation, change or non-renewal.
16.4.4 The Contractor shall bear sole responsibility for the payment of all premiums for the
insurances to be effected and maintained in accordance with Schedule E [Insurances] Part
B [Contractors Insurance and Responsibilities].
16.4.5 The Contractor shall effect and maintain adequate insurance to cover any construction tools
and equipment leased, hired or otherwise from third parties, except that the Contractor shall
not be responsible for insuring any items of Goods which the Authority is responsible for
insuring pursuant to Sub-clause 16.3 [Insurance Obligations Particular to the Authority].
16.4.6 In respect of the policies referred to in Schedule E [Insurances], Part A: 1.2 [Authoritys Co-
Insured Insurance Policies], the Contractor shall ensure that full disclosure is made to the
Insurers in respect of any material risk relating to the Works, including any information
reasonably requested by the Insurers, any information required to be submitted to the
Insurers, any information necessary to ensure the validity of any claim under the policies
and details of any significant problems encountered in relation to the Works. The Contractor
shall put in place appropriate internal reporting procedures to ensure that full disclosure as
described above is made by the Contractor. Such disclosure to Insurers shall be made
solely and exclusively through the Authority, or otherwise only with the Authority!s prior
written consent.
16.4.7 The Contractor shall promptly provide to the Authority a copy of all correspondence between
the Contractor and the Insurers.
16.4.8 In the event that the Contractor constitutes an Association of Persons all insurances
effected and maintained by the Contractor pursuant to Schedule E [Insurances] Part B
[Contractors Insurance and Responsibilities] shall be either in the form of a policy for the
Association of Persons or separate policies by each member of the Association of Persons.
16.5 Authoritys Co-Insured Insurance Policies
16.5.1 Following inspection of the co-insured insurance policies effected by the Authority pursuant
to Schedule E [Insurances], Part A: 1.2 [Authoritys Co-Insured Insurance Policies], the
Contractor shall be deemed to have satisfied itself with regard to the extent of the cover
provided under the co-insured insurance policies effected by the Authority. The Contractor
shall be deemed to have read and understood all the terms of the co-insured insurance
policies provided to the Contractor by the Authority.
(a) comply, and procure that all of its Sub-Contractors (and their sub-contractors, sub-
suppliers and sub-consultants), comply with and meet all requirements of the
Insurers in connection with the settlement of any claims under any co-insured
insurance policies effected by the Authority pursuant to Schedule E [Insurances],
Part A: 1.2 [Authoritys Co-Insured Insurance Parties] as if such insurances had
been arranged by the Contractor directly; and
(b) not at any time do or omit to do anything whereby any such insurances would be
rendered void or suspended, impaired or defeated in whole or in part; and
(c) indemnify and hold the Authority harmless against and from all liabilities, claims,
damages, loss, expenses and costs (including legal fees and expenses) resulting
from such insurances being rendered void, suspended, impaired or defeated.
16.5.3 The Contractor shall with all due diligence observe, fulfil and procure that all of its Sub-
Contractors (and their sub-contractors, sub-suppliers and sub-consultants) observe and
fulfil the applicable terms, provisions and conditions contained in the said insurance policies.
16.5.4 The Contractor shall keep the Authority advised of any claim made by the Contractor under
the insurance policies effected by the Authority pursuant to Schedule E [Insurances] Part A
[Authoritys Insurance and Responsibilities] or of any incidents applicable to the insurance
policy, its coverage or any claim thereunder, regardless of size, and shall advise the
Authority of the progress and outcome of such claims and incidents. The Contractor shall
render all assistance and cooperation to the Authority and the Engineer as may be required
to facilitate any insurance claim made by or against the Authority under these insurance
policies.
16.5.5 All of the Contractor!s costs and incidental expenses incurred in relation to the preparation
of claims under the co-insured insurance policies effected by the Authority pursuant to
Schedule E [Insurances] Part A: 1.2 [Authoritys Co-Insured Insurance Parties] shall be
borne by the Contractor.
16.5.6 The Contractor shall be responsible for cooperation with the Insurers and their appointed
agents and shall provide adequate notices and details to facilitate the maintenance and
compliance with the terms of the relevant policy and its effect. The cost of any necessary
surveys and such similar reviews of a risk nature or whatsoever undertaken by the Insurers!
agents shall be borne by the Authority.
16.6 Rights and Obligations of the Insured Parties
16.6.1 The Contractor shall comply with the terms and conditions stipulated in the respective
insurance policies.
16.6.2 In the event that an insurance policy is required to indemnify more than one Insured Party,
the indemnity shall apply to each Insured Party as though a separate policy had been issued
for each of them.
16.6.3 The Authority or the Contractor (as the case may be) shall act under each respective
insurance policy on behalf of the respective Insured Parties. However, the Authority shall
incur no liability for the Authority!s failure to act under each policy on behalf of any of the
Insured Parties.
16.6.4 With respect to the insurance policies described in Schedule E [Insurances] Part A
[Authoritys Insurance and Responsibilities] the Contractor shall not be entitled to receive
payments directly from the Insurer. Any proceeds from any Insurer paid to the Contractor
pursuant to a claim initiated by the Authority shall forthwith be paid over to the Authority.
16.6.5 With respect to the insurance policies described in Schedule E [Insurances] Part A
[Authoritys Insurance and Responsibilities] the Contractor shall at all times act to preserve
the position of the Authority and the Insurers! position as if the Contractor was uninsured.
16.7 Liability and Limits of Coverage
16.7.1 Nothing in this Clause 16 [Insurances] limits the obligations, liabilities or responsibilities of
the Contractor or the Authority under the Contract or otherwise. Subject to the provisions of
Sub-clause 17.9 [Limits of Liability for Consequential Loss], any amounts not insured or not
recovered from the Insurers shall be borne by the Contractor. In the event that the
Contractor fails to effect and keep in force an insurance which it is required to effect and
maintain under the Contract any amount which should have been recoverable under such
insurance shall be paid by the Contractor.
16.7.2 The Authority shall not be liable for any loss or costs that fall within the deductibles or are
not covered by the insurance policies other than as expressly stated in the Contract. The
Contractor further releases, assigns and waives any and all rights of recovery against the
Engineer, the Authority, Insurers and underwriters, and against other contractors which the
Contractor may otherwise have in relation to deductible amounts or inadequacy of limits of
insurance provided under the Contract.
16.7.3 Payments by one Party to the other Party pursuant to this Clause 16 [Insurances] shall be
subject to Sub-clause 19.1 [Contractors Claims] or 19.3 [Authoritys Claims], as applicable.
16.8 Cancellation of the Contractors Insurance Policies
16.8.1 Notwithstanding that the Contractor may have effected any insurance policies described in
Schedule E [Insurances], the Authority may notify the Contractor that the Authority wishes
to effect one or more of the insurance policies which the Contractor would otherwise have
been responsible for effecting pursuant to Sub-clause 16.4 [Insurance Obligations Particular
to the Contractor]. In the event that the Authority gives such notice to the Contractor, the
Authority shall direct the Engineer to issue a Variation Order omitting the relevant
insurances from the scope of responsibility of the Contractor and the Contractor shall
promptly from the date stated in such Variation Order (which shall not be less than fourteen
(14) Days after the date of issue of the Variation Order) cancel its insurance policies as
stated in the Variation Order, and the Contract Price shall be adjusted in accordance with
Sub-clause 16.8.2.
16.8.2 Where an item of cost is identified in Schedule B [Payment Schedules] for the Contractor
to effect and maintain any insurance policies described in Schedule E [Insurances] the
Contract Price shall be adjusted so that the Contractor receives the amount provided in
Schedule B [Payment Schedules] for the insurance to be effected by the Authority pursuant
to Sub-clause 16.8.1 less the net amount (after cancellation charges) received by the
Contractor by way of reimbursement of premiums. The Contractor shall use reasonable
endeavours to maximise the reimbursement of premiums from its Insurer and shall provide
to the Engineer all correspondence and documents relating to the calculation of the amount
reimbursed. In the event that the Contractor fails to cancel the insurance by the date stated
in the Variation Order the Engineer may determine the amount of reimbursement of
premium lost as a result of the Contractor!s delay and any amount so determined shall be
deducted from the amount payable to the Contractor pursuant to this Sub-clause 16.8.2.
16.8.3 The Authority shall deliver to the Contractor a copy of the broker!s certificate as evidence
that the insurance policies which the Authority has effected in place of the Contractor have
been effected by the Authority.
16.9 Insurance of the Facilities, Information and Services
16.9.1 Unless otherwise instructed by the Engineer, the Contractor shall insure, on terms non-
objected to by the Engineer, the Facilities, Information and Services provided by the
Authority to the Contractor pursuant to Sub-clause 2.1 [Authority Provided Facilities,
Information and Services] against loss or damage and liabilities arising out of the use of
such Facilities, Information and Services, except in the event that the Authority has
expressly given an indemnity for such use under the Contract.
17. DEFAULT, PENALTIES AND LIMIT OF LIABILITY
17.1 Notice to Correct
17.1.1 Except for the default events referred to in Sub-clause 17.2.2, in the event that the
Contractor fails to perform any obligation or commits any default under the Contract then
the Engineer shall first give a Notice to Correct.
17.1.2 A Notice to Correct shall:
(a) set out the details of the default to which the Notice to Correct relates; and
(b) specify a period within which the Contractor shall be required to rectify the default,
which shall not be less than fourteen (14) Days after receipt of the Notice to
Correct.
17.1.3 The Contractor shall, at its own risk, rectify the default within the period specified in the
Notice to Correct or within such longer period as the Engineer may, in its absolute discretion,
notify to the Contractor and shall take steps to ensure that such default will not recur.
17.2 Default Events
17.2.1 For the purposes of the Contract a default event shall comprise any breach by the
Contractor of its obligations under the Contract including the following events all of which
shall constitute breaches:
(a) failing to comply with Sub-clause 1.3.1 within ninety (90) Days after the
Commencement Date; or
(b) allowing any guarantees provided pursuant to Sub-clauses 1.11 [Performance
Guarantee], 1.12 [Advance Payment Guarantee], 1.13 [Retention Guarantee], 1.14
[Materials Guarantee] and 1.17 [Parent Company Guarantee] to cease to remain
in full force and effect or to become unenforceable before the expiry of any validity
period stated in the Contract; or
(c) failing to provide guarantees pursuant to Sub-clauses 1.11 [Performance
Guarantee] within twenty-eight (28) Days after the Commencement Date; or
(d) failing to provide guarantees pursuant to Sub-clause 1.17 [Parent Company
Guarantee] (if applicable) within twenty-eight (28) Days after the Commencement
Date; or
(e) sub-contracting in breach of Sub-clause 5.3.1(b) or otherwise failing to comply with
Sub-clause 5.1 [Sub-Contractors, Suppliers and Consultants]; or
(f) failing to remove personnel pursuant to Sub-clause 7.3.6; or
(g) the Contractor or any person comprising the Contractor failing without reasonable
excuse to proceed with the Works in accordance with Clause 9 [Commencement
and Completion]; or
(h) failing to attain the Minimum Performance Levels pursuant to Sub-clause 10.10
[Failure to Pass Tests on Completion]; or
(i) failing to remedy Defects in accordance with Sub-clause 11.8 [Failure to Remedy
Defects] or Latent Defects in accordance with Sub-clause 11.14 [Latent Defects];
or
(j) failing to comply with a Notice to Correct given pursuant to Sub-clause 17.1 [Notice
to Correct] in relation to a default event identified in this Sub-clause 17.2 [Default
Events] and such failure continues for a period of seven (7) Days after the date by
which the default was to be rectified as stated in the Notice to Correct or within
such longer period as the Engineer may have notified to the Contractor pursuant
to Sub-clause 17.1.3; or
(k) failing to comply with a Notice to Correct given pursuant to Sub-clause 17.1 [Notice
to Correct] in relation to a substantial failure to perform any of its obligations under
the Contract not identified in this Sub-clause 17.2 [Default Events] and such failure
continues for a period of twenty-eight (28) Days after the date by which the default
was to be rectified as stated in the Notice to Correct or within such longer period
as the Engineer may have notified to the Contractor pursuant to Sub-clause 17.1.3;
or
(l) failing to pay any amount due to the Authority (being an amount which is in excess
of the amount stated in section 6 [Liability and Limitations] of Appendix 2 [Contract
Particulars] and which is not an amount subject to a Notice of Dissatisfaction) and
such failure continues for twenty-one (21) Days after the date by which the default
was to be rectified as stated in the Notice to Correct or within such longer period
as the Engineer may have notified to the Contractor pursuant to Sub-clause 17.1.3;
or
(m) incurring an amount payable to the Authority equal to or exceeding the Penalties
liability cap under Sub-clause 17.4 [Penalties for Delay to Performance]; or
(n) the Contractor or its Parent Company, or in the event that the Contractor is an
Association of Persons any member of the Association of Persons, becoming
bankrupt or insolvent, going into liquidation, entering into administration,
compounding with its creditors or carrying on business under a receiver, trustee or
manager for the benefit of its creditors, or if any act is done or event occurs which,
under the Law or the law of the jurisdiction in which the Contractor, the Parent
Company or such member is established, has a similar effect to any of these acts
or events; or
(o) abandoning the Works, reducing the amount of resources on Site or otherwise
demonstrating the intention not to continue execution of its obligations under the
Contract in accordance with the Baseline Programme; or
(p) failing to achieve completion of a Key Stage, Section or the Works, as the case
may be, so as to permit the issue of a Taking-Over Certificate (or in the case of the
Works, a Completion Certificate) in respect thereof within ninety (90) Days after
the Time for Completion for that Key Stage, Section or the Works, or in the event
that the Engineer is required to issue a determination, that determination predicts
that the Contractor will fail to achieve completion of a Key Stage, Section or the
Works, as the case may be, so as to permit the issue of a Taking-Over Certificate
(or in the case of the Works, a Completion Certificate) in respect thereof within
ninety (90) Days after the Time for Completion for such Key Stage, Section, or the
Works; or
(q) altering its composition or legal status without the prior written consent of the
Authority pursuant to Sub-clause 20.2.1(c); or
(r) failing to comply with the requirements of Sub-clause 20.3 [Corruption and Fraud];
or
(s) failing to submit a Conflict Management System pursuant to Sub-clause 20.6
[Conflicts of Interest], or, having submitted a Conflict Management System, failing
to implement or comply with its terms; or
(t) assigning the Contract in contravention of Sub-clause 20.12.1; or
(u) removing or re-assigning Key Personnel or Sub-Contractor from the Project
without the Engineer!s prior non-objection; or
(v) failing to comply with quality, health and safety or environmental obligations under
the Contract; or
(w) persistently failing to pay Sub-Contractors undisputed interim payments in
accordance with sub-contract terms and conditions; or
(x) in the opinion of the Authority, a Prohibited Act has occurred.
17.2.2 Notwithstanding the provisions of Sub-clause 17.1.1 the Authority shall be entitled, by notice
to the Contractor, to terminate the Contractor!s employment under the Contract pursuant to
Sub-clause 18.5 [Termination] with immediate effect in the event of default pursuant to Sub-
clauses 17.2.1, (e), (n), (p), (q), (r), (v), or (x) and expel the Contractor from the Site.
17.2.3 Notwithstanding the Authority!s right to terminate the Contractor!s employment under the
Contract pursuant to Sub-clause 17.2.2, in the event that the Contractor fails to rectify a
default within the period stated in the Notice to Correct or within such longer period as the
Engineer may have notified to the Contractor pursuant to Sub-clause 17.1.3 the Authority
may do all or any of the following:
(a) deduct any resulting loss and/or expense suffered by the Authority from any
amounts due to the Contractor; and/or
(b) terminate the Contractor!s employment under the Contract pursuant to Sub-clause
18.5 [Termination]; and/or
(c) ban the Contractor and/or the Contractor!s Personnel from any present or future
Authority projects; and/or
(d) make a demand under all or any of the guarantees provided pursuant to Sub-
clauses 1.11 [Performance Guarantee], 1.12 [Advance Payment Guarantee], 1.13
[Retention Guarantee], 1.14 [Materials Guarantee] and 1.17 [Parent Company
Guarantee].
17.2.4 The imposition of any remedy pursuant to Sub-clause 17.2 [Default Events] shall not:
(a) relieve the Contractor of any of its obligations, duties, responsibilities, risks or
liabilities; or
(b) prejudice the Authority!s rights and remedies,
arising out of, under or in connection with the Contract or the Law.
17.2.5 In the event that the Contractor is required to carry out works or to repeat works as a result
of any error, omission, delay or misjudgement or any other relevant action or inaction by the
Contractor, then the Contractor shall carry out such works or repeated works promptly and
shall not be entitled to Relief.
17.3 Limit of Penalties
17.3.1 To the extent permitted by the Law, the Contractor's aggregate liability to the Authority for
Penalties under the Contract, other than Penalties for which the Contractor is liable pursuant
to Sub-clause 17.5 [Penalty for Health and Safety Infringement], shall not exceed ten per
cent (10&) of the Contract Price.
17.3.2 The Contractor!s liability to the Authority for Penalties shall be payable without the need for
recourse to court or arbitration proceedings and without the need for the Authority to prove
the existence of any damages or losses arising which will be considered as existing in all
cases.
17.4 Penalties for Delay to Performance
17.4.1 In the event that the Contractor fails to complete the Works, a Section or Key Stage, as the
case may be, within the Time for Completion applicable thereto, the Contractor shall pay to
the Authority Penalties at the rate stated in section 7-A [Penalties] of Appendix 2 [Contract
Particulars] as Penalties for delay for each Day or part Day which shall elapse:
(a) in the case of a failure to complete a Section, between the Time for Completion for
that Section and the Taking-Over Date for that Section; and
(b) in the case of a failure to complete the Works, between the Time for Completion
for the Works and the Completion Date; and
(c) in the case of a failure to achieve a Key Stage, between the Time for Completion
for that Key Stage and the date on which the Engineer gives its non-objection to
the completion requirements for that Key Stage as stated in the Project Brief.
17.4.2 In the event that the Engineer issues a Taking-Over Certificate for a Portion pursuant to
Sub-clause 11.4 [Authority Discretion to Take-Over], the rate of Penalties applicable to the
remaining parts of the Section or Works (as the case may be) shall be reduced by the
proportion (determined by the Engineer in its sole discretion) which the value of the Portion
taken over bears to the value of the whole of the Section or the Works (as the case may be)
of which the Portion formed a part.
17.5 Penalties for Health and Safety Infringement
17.5.1 In the event that the Contractor fails to comply with its obligations pursuant to in Sub-clauses
3.19.1 or 3.19.2, and notwithstanding any later date fixed by the Engineer for compliance,
the Contractor shall pay to the Authority, the Penalties stated in section 7-B [Penalties] of
17.6 Penalties for Environmental Infringement
17.6.1 In the event that the Contractor fails to comply with its obligations pursuant to in Sub-clauses
3.20.1 or 3.20.2, and notwithstanding any later date fixed by the Engineer for compliance,
the Contractor shall pay to the Authority, the Penalties stated in section 7-C [Penalties] of
17.7 Other Penalties
17.7.1 In the event that section 7-D [Penalties] of Appendix 2 [Contract Particulars] includes
Penalties in addition to those stated in Sub-clauses 17.4 [Penalties for Delay to
Performance], 17.5 [Penalties for Health and Safety Infringement] or 17.6 [Penalties for
Environmental Infringement], the Contractor shall pay such Penalties to the Authority.
17.8 Key Performance Indicators
17.8.1 The performance of the Contractor under the Contract shall be monitored by the Engineer
against the Key Performance Indicators identified in Schedule B [Payment Schedules] and
adjustments to the Contract Price shall be made in accordance with Schedule B [Payment
Schedules] (without the need for any notification or warning or recourse to legal or arbitral
proceedings).
17.9 Limits of Liability for Consequential Loss
17.9.1 With the exception of:
(a) loss of use of the Works; or
(b) the liabilities of the Parties pursuant to any express indemnities given by each of
them under the Contract; or
(c) the liabilities of the Contractor in respect of any failure to complete the Works, a
Section or a Key Stage within the Time for Completion applicable thereto,
neither Party shall be liable to the other for any loss of profit, loss of business, loss of
production, loss of contracts or for any indirect or other consequential loss or damage
whatsoever that may be suffered by the other Party, except to the extent that such
consequential loss or damage is attributable to gross negligence, deliberate default, fraud,
fraudulent misrepresentation or Wilful Misconduct by the defaulting Party, its personnel or
agents. This exclusion shall not affect the Contractor!s obligations under Sub-clause 15.3
[Contractors Care of the Works].
17.10 Authoritys Methods of Recovery from the Contractor
17.10.1 Subject to Sub-clause 19.3 [Authoritys Claims], the Authority shall have the right, without
affecting any other means of recovery, to set-off and deduct any costs, damages, losses
and Penalties for which the Contractor is liable under or pursuant to the Contract from any
amounts due or which may become due to the Contractor.
17.10.2 The payment or deduction of costs, damages, losses or Penalties for which the Contractor
is liable under or pursuant to the Contract and any adjustments to the Contract Price
pursuant to Sub-clause 17.8 [Key Performance Indicators] and Schedule B [Payment
Schedules] shall not relieve the Contractor from any obligations to design, execute and
complete the Works, to remedy Defects and Latent Defects or from any of its other
obligations, duties, responsibilities, risks or liabilities arising our of or in connection with the
Contract or the Law.
18. SUSPENSION AND TERMINATION
18.1 Suspension
18.1.1 The Engineer may at any time instruct the Contractor to suspend the Works or any part
thereof, giving the reason for the suspension, and the Contractor shall immediately comply
with such instruction.
18.1.2 During such suspension, the Contractor shall protect, store and secure the Works or the
part thereof affected by the suspension against any deterioration, loss or damage.
18.1.3 Except in the case of Force Majeure Events, in the event that the Engineer suspends the
Works or part thereof for more than sixty-three (63) Days then the Contractor may request
the Engineer to issue an instruction to resume the Works or the part thereof affected by
suspension and the Engineer shall issue its instruction within fourteen (14) Days after
receipt of the Contractor!s request.
18.1.4 In the event that the Engineer fails to issue an instruction pursuant to Sub-clause 18.1.3:
(a) within seven (7) Days following the expiry of the period within which the Engineer
should have issued an instruction, the Contractor may give a notice to the Engineer
that if an instruction to resume the Works or the part thereof affected by suspension
is not given within a period of twenty-eight (28) Days after receipt of the
Contractor!s notice, the Contractor may give a further notice in accordance with
Sub-clause 18.1.4(b); and
(b) if the Engineer has not issued an instruction pursuant to Sub-clause 18.1.3 within
the twenty-eight (28) Day period referred to in Sub-clause 18.1.4(a), the Contractor
may give a further notice that fourteen (14) Days after receipt by the Engineer of
such Contractor!s further notice:
(i) in the case of a suspension of the Works, the Contract shall be deemed
to be terminated by the Authority pursuant to Sub-clause 18.5.1(b); or
(ii) in the case of a suspension of part of the Works, the Engineer shall be
deemed to have issued a Variation Order omitting that part from the
Contract.
18.1.5 Unless the Contractor gives all of the notices required by Sub-clause 18.1.4, the Works or
the part thereof the subject of a suspension notice or notices shall not be deemed
terminated or omitted, as applicable, by the Authority.
18.1.6 In the event of deemed termination of the Works pursuant to Sub-clause 18.1.4(b)(i) or
18.1.10(b)(i), the Termination Payment shall be payable to the Contractor. In the event that
part of the Works is deemed omitted pursuant to Sub-clause 18.1.4(b)(ii) or 18.1.10(b)(ii),
the Contractor shall submit to the Engineer an Impact Assessment and the Engineer shall
issue its Evaluation in accordance with Sub-clause 13.2.3.
(a) the Engineer issues its Evaluation pursuant to Sub-clause 18.1.6, the Evaluation
shall be treated as final and conclusive and shall not be opened up, reviewed or
revised, whether by expert determination, arbitration, court proceedings or
otherwise unless within twenty-one (21) Days after receipt of the Evaluation the
Contractor gives Notice of Dissatisfaction; or
(b) the Engineer fails to issue its Evaluation pursuant to Sub-clause 18.1.6:
(i) the Contractor shall nevertheless omit such part of the Works; and
(ii) the Contractor shall be entitled to give a Notice of Dissatisfaction which
shall be given no later than twenty-one (21) Days after the due date for
receipt of the Engineer!s Evaluation issued pursuant to Sub-clause 18.1.6
(as applicable); and
(iii) if the Contractor fails to give a Notice of Dissatisfaction, the Contractor
shall be deemed to have agreed that:
(A) no Dispute exists; and
(B) the Contractor shall not be entitled to Relief; and
(C) the Authority and the Engineer shall be discharged from all
liability in relation to such omission of the Works,
and the Contractor shall have no right at a later date to give a Notice of
Dissatisfaction in relation to such Evaluation.
18.1.8 Provided that the Contractor has not given notice pursuant the Sub-clause 18.1.4(b), the
Engineer may issue an instruction pursuant to Sub-clause 13.3 [Variation Proposal] to
extend the suspension period beyond the sixty-three (63) consecutive Days and the
Contractor!s right to give notice pursuant to Sub-clause 18.1.4(b) shall be suspended until
such time as the Engineer has either issued a Variation Order pursuant to Sub-clause
13.3.2(a) or notified the Contractor pursuant to Sub-clause 13.3.2(c) of the withdrawal of a
Variation Proposal.
18.1.9 In the event that a prolonged suspension is instructed pursuant to a Variation Order and the
suspension continues for a further three hundred and sixty-five (365) consecutive Days, at
the end of such further period the Contractor shall request the Authority to issue an
instruction either to resume or to terminate the Works or the part thereof affected by the
suspension in a repetition of the process provided in Sub-clauses 18.1.3 and 18.1.4.
18.1.10 In the event that the suspension exceeds a combined period of five hundred and forty-six
(546) consecutive Days:
(a) the Contractor may give a notice to the Engineer that if an instruction to resume
the Works or the part thereof affected by suspension is not issued within a period
of fourteen (14) Days after receipt of the Contractor!s notice, the Contractor may
give a further notice in accordance with Sub-clause 18.1.10(b); and
(b) if the Engineer has not issued an instruction to resume the Works or the part
thereof affected by suspension within the fourteen (14) Day period referred to in
Sub-clause 18.1.10(a), the Contractor may give a further notice that fourteen (14)
Days after receipt by the Engineer of the Contractor!s notice:
(i) in the case of a suspension of the Works, the Contract shall be deemed
to be terminated by the Authority pursuant to Sub-clause 18.5.1(b); or
(ii) in the case of a suspension of part of the Works, the Engineer shall be
deemed to have issued a Variation Order omitting that part from the
Contract.
18.2 Consequences of Suspension
18.2.1 In the event that the Works are, or a Section or a Key Stage is, delayed as a result of the
Contractor:
(a) complying with the instruction of the Engineer to suspend pursuant to Sub-clause
18.1.1; and/or
(b) resuming the Works under Sub-clause 18.4 [Resumption of Work],
for a reason other than as a result of any breach by the Contractor arising out of, under or
in connection with the Contract or for any of the reasons set out in Sub-clause 18.2.2,
subject to Sub-clause 19.1 [Contractors Claims], the Contractor shall be entitle to bring a
claim for Relief for Delay.
18.2.2 The Contractor shall not be entitled to Relief:
(a) for making good the consequences of:
(i) the Contractor!s faulty design, workmanship or materials; or
(ii) the Contractor!s failure to protect, store or secure the Works or part
thereof affected by the suspension in accordance with Sub-clause 18.1.2;
or
(b) where such suspension relates to the safety of the Works or Site; or
(c) the Contractor!s failure to otherwise comply with its obligations under the Contract.
18.2.3 In the event that the cause of suspension instructed by the Engineer is the responsibility of
the Contractor or otherwise results from any breach by the Contractor arising out of, under
or in connection with the Contract, the Contractor shall not be entitled to Relief pursuant to
this Sub-clause 18.2 [Consequences of Suspension] or 18.3 [Payment for Plant and
Materials in Event of Suspension].
18.3 Payment for Plant and Materials in Event of Suspension
18.3.1 Subject to Sub-clause 8.3.7, the Contractor shall be entitled to payment (as at the date of
the instruction of the Engineer to suspend) for Plant and Materials which have not been
delivered to the Site, if:
(a) the work on the Plant or delivery of Plant or Materials has been suspended for
more than sixty-three (63) Days; and
(b) documents evidencing that title has passed to the Authority have been delivered
to the Engineer and the Engineer has given its non-objection to such documents;
and
(c) the Contractor has marked such items as the Authority!s property in accordance
with the instructions of the Engineer and placed them in a safe and secure
warehouse readily accessible by the Engineer; and
(d) such suspension has not arisen as a result of any act, omission or default on the
part of the Contractor under or in connection with the Contract or for any of the
reasons set out in Sub-clause 18.2.2,
such payment to be calculated in accordance with Schedule B [Payment Schedules].
18.4 Resumption of Work
18.4.1 After an instruction of the Engineer to proceed with the suspended Works is issued by the
Engineer, the Parties and the Engineer shall jointly examine the Works and the Plant and
Materials affected by the suspension. The Contractor shall submit to the Engineer an Impact
Assessment for making good any deterioration or defect in, or loss of or damage to, the
Works or in any Plant or Materials which has occurred during the suspension and the
Engineer shall issue an instruction to make good or otherwise.
18.5 Termination
18.5.1 The Authority shall be entitled to terminate:
(a) the Contractor!s employment under the Contract pursuant to Sub-clause 17.2
[Default Events]; or
(b) the Contract at any time for the Authority!s convenience,
by giving notice of termination to the Contractor.
18.5.2 Should the Authority terminate the Contract pursuant to Sub-clause 18.5.1(b) the
Termination Payment pursuant to Sub-clause 18.7 [Termination Payment] shall be payable
to the Contractor.
18.5.3 Neither the instruction of the Engineer to suspend the Works or parts thereof, nor the
Authority!s decision to terminate the Contract or the Contractor!s employment under the
Contract shall affect any other rights or remedies of the Authority under the Contract or the
Law.
18.6 Action Upon Termination
18.6.1 Upon receipt of the Authority!s termination notice pursuant to Sub-clause 18.5.1, or upon
deemed termination pursuant to Sub-clause 18.1.4(b)(i) or 18.1.10(b)(i), the Contractor
shall:
(a) immediately cease all further work under the Contract, except for such work as
may have been instructed by the Engineer for the protection of life or property or
for the safety of the Works and/or the Asset; and
(b) within fourteen (14) Days after receipt of the Authority!s termination notice, and
subject to Sub-clause 8.3 [Ownership of Plant and Materials]:
(i) deliver to such location as shall be instructed by the Engineer all Plant,
Materials and other work for which the Contractor has received payment;
and
(ii) assign to the Authority, to the extent instructed by the Engineer:
(A) all transferable rights and title held by the Contractor relating to
the Works together with the obligations connected therewith; and
(B) all rights and benefits arising out of, under or in connection with
any sub-contract and all Sub-Contractors! guarantees and
warranties to the extent that they are assignable, provided that if
there are any legal impediments to such assignment, the
Contractor shall notify the Authority and use its best endeavours
to overcome such impediments; and
(c) within fourteen (14) Days after receipt of the Authority!s termination notice, and
subject to Sub-clause 18.6.1(a), vacate the Site and return to the Authority all
Facilities, Information and Services and Authority!s Equipment that have been
supplied or made available to the Contractor; and
(d) within twenty-one (21) Days after receipt of the Authority!s termination notice,
submit to the Engineer either the original or a reproducible copy of all Contractor!s
Documents including, where only a draft of a document has been prepared, the
latest draft of such document; and
(e) within twenty-eight (28) Days after receipt of the Authority!s termination notice,
submit to the Engineer a draft Final Account which shall consider:
(i) any entitlement to the Termination Payment pursuant to Sub-clause 18.7
[Termination Payment], if the Contract is terminated pursuant to Sub-
clause 18.5.1(b), or deemed terminated pursuant to Sub-clause
18.1.4(b)(i) or 18.1.10(b)(i); and
(ii) the value of all work completed in compliance with the Contract at the date
of the termination notice, or the date of deemed termination, calculated in
accordance with Schedule B [Payment Schedule]; and
(iii) the Cost of Plant and Materials ordered for the Works which have been
delivered to the Contractor, or for which the Contractor is legally liable to
accept delivery. Such Plant and Materials shall become the property of
the Authority, and the Contractor shall place the same at the Engineer's
disposal; and
(iv) any other Cost or liability which in the circumstances was reasonably and
unavoidably incurred by the Contractor in the expectation of completing
the Works; and
(v) where instructed by the Engineer, the Cost of removal of Goods from the
Site and the return of these items to the Contractor; and
(vi) the Cost of repatriation of Contractor!s Personnel (in the event the
Authority does not elect to engage any such personnel) employed wholly
in connection with the Works at the date of termination; and
(vii) deductions for any advance payment outstanding amounts; and
(viii) deductions for any amounts which may be due to the Authority in
connection with Authority!s claims.
18.6.2 Upon the Authority giving a notice of termination pursuant to Sub-clause 18.5.1:
(a) in the event of termination of the Contract pursuant to Sub-clause 18.5.1(b) or
deemed terminated pursuant to Sub-clause 18.1.4(b)(i) or 18.1.10(b)(i), the
Engineer shall:
(i) except in the event that the assessment of the Final Account pursuant to
Sub-clause 12.6 [Assessment of the Final Account] is a negative amount,
return the Performance Guarantee and, where applicable, Advance
Payment Guarantee, Materials Guarantees and the Retention
Guarantees to the Contractor; and
(ii) if any Sub-Contractors are also terminated, subject to the requirements of
Sub-clause 1.16 [Extended Sub-Contractor Warranties and Guarantees]
return the Collateral Warranties to the Contractor; and
(iii) upon the submission by the Contractor to the Engineer of a Discharge
Certificate and payment of any outstanding amount pursuant to Sub-
clause 12.7 [Certification and Payment of the Final Account], return all
remaining guarantees to the Contractor; or
(b) in the event of termination of the Contractor!s employment under the Contract
pursuant to Sub-clause 18.5.1(a) the Engineer shall:
(i) cease the certification (and the Authority shall be entitled to cease
authorising payment) of any further amounts to the Contractor until the
costs of the design, execution and completion of the Works and
remedying of Defects and Latent Defects, the amount of Penalties due
from the Contractor and all other liabilities of the Contractor to the
Authority and costs incurred by the Authority have been established; and
(ii) establish any direct losses incurred by the Authority and any extra cost to
the Authority of completing the Works; and
(iii) if any Sub-Contractors are also terminated, subject to the requirements of
Sub-clause 1.16 [Extended Sub-Contractor Warranties and Guarantees]
return the Collateral Warranties for such terminated Sub-Contractors to
the Contractor; and
(iv) upon the submission by the Contractor to the Engineer a Discharge
Certificate and payment of any outstanding amount pursuant to Sub-
clause 12.7 [Certification and Payment of the Final Account], return all
remaining guarantees to the Contractor.
18.6.3 Upon termination of the Contractor!s employment under the Contract the Authority may
complete (or arrange for any other persons to complete) the Works remaining incomplete
due to such termination. The Authority and other persons may use any Goods, Contractor!s
Documents and other Design Documents made by or on behalf of the Contractor.
18.6.4 Upon completion of the Works by the Authority or by other persons, or upon the Engineer
notifying the Contractor that the Works are not to be completed, the Engineer shall give
notice that the Contractor!s Equipment and Temporary Works will be released to the
Contractor at or near the Site. The Contractor shall promptly arrange for their removal at
the Contractor!s risk. However, in the event that the Contractor has failed to make a
payment due to the Authority pursuant to Sub-clause 12.7 [Certification and Payment of the
Final Account] the Contractor!s Equipment and Temporary Works may be sold by the
Authority in order to recover this payment. Any balance of the proceeds of sale shall then
be paid to the Contractor. When selling any of the Contractor!s Equipment or Temporary
Works, the Authority shall not be required to obtain the best or open market price.
18.7 Termination Payment
18.7.1 Except as otherwise expressly provided in the Contract, in the event of termination of the
Contract pursuant to Sub-clause 18.5.1(b) or deemed termination pursuant to Sub-clause
18.1.4(b)(i) or Sub-clause 18.1.10(b)(i), the Contractor shall be entitled to the Termination
Payment stated in section 3-J [Values and Payments] of Appendix 2 [Contract Particulars].
18.7.2 In the event that the Authority omits part of the Works, the rights and obligations of the
Parties (if any) in respect of the omitted part of the Works and in respect of the remaining
Works shall be set out in a Variation Order and the Contractor shall not be entitled to the
Termination Payment.
18.7.3 In the event that the Authority terminates the Contractor!s employment under the Contract,
the right to a Termination Payment shall not apply and the Contractor shall be deemed to
have waived any and all rights under the Contract and the Law to claim or recover losses
and/or expenses in any form or manner whatsoever in respect of termination of the
Contractor!s employment under the Contract except for any payment due to the Contractor
under Sub-clause 12.7 [Certification and Payment of the Final Account] and any payment
expressly provided for in this Sub-clause 18.6 [Action Upon Termination].
18.7.4 The Parties acknowledge the difficulty in determining the exact extent of any loss and
expense that may be incurred as a result of termination of the Contract by the Authority, but
agree that the Termination Payment shall be deemed to cover all losses and expenses
incurred or which may be incurred by the Contractor as a result of the termination of the
Contract and the Contractor shall have no further right for payments of any kind whatsoever
except as expressly provided in the Contract.
19. CLAIMS AND SETTLEMENT OF DISPUTES
19.1 Contractors Claims
19.1.1 The Contractor shall give the Engineer notice of any event or circumstances giving rise to
a claim for Relief within twenty-eight (28) Days after the date on which the Contractor
became, or ought by exercising Good Design, Engineering and Construction Practices to
have become, aware of the same. The notice shall state that it is a notice under this Sub-
clause 19.1.1 and shall describe both the event or circumstances and the relevant Clause
or Sub-clause giving rise to the entitlement to bring a claim. Any notice given pursuant to
this Sub-clause 19.1.1 shall be communicated to the Engineer separately from other
Communications of the Contractor under the Contract.
19.1.2 Within twenty-eight (28) Days after giving notice pursuant to Sub-clause 19.1.1, the
Contractor shall submit an Impact Assessment to the Engineer in respect of the event or
circumstances giving rise to the Contractor!s claim for Relief described in the Contractor!s
notice.
19.1.3 Within twenty-eight (28) Days after receipt of the Impact Assessment pursuant to Sub-
clause 19.1.2, the Engineer shall either:
(a) issue its Evaluation of the Contractor!s claim for Relief together with the reasoning
for its decision and, if applicable, calculations; or
(b) request further particulars to supplement the Impact Assessment, in which event
the Contractor shall have twenty-one (21) Days after receipt of the Engineer!s
request in which to submit such further particulars and the Engineer shall provide
its Evaluation of the Contractor!s claim for Relief within twenty-one (21) Days after
receipt of such further particulars.
19.1.4 Any Evaluation pursuant to Sub-clause 19.1.3 shall be treated as final and conclusive and
shall not be opened up, reviewed or revised, whether by Expert decision, arbitration, court
proceedings or otherwise unless within twenty-eight (28) Days after receipt of the Evaluation
either Party has given a Notice of Dissatisfaction pursuant to Sub-clause 19.1.10.
19.1.5 If the event or circumstances giving rise to the Contractor!s claim for Relief has a continuing
effect, the Contractor shall:
(a) state this in the notice given pursuant to Sub-clause 19.1.1 and the Impact
Assessment submitted pursuant to Sub-clause 19.1.2 and in the notice advise that
the Impact Assessment should be deemed as interim; and
(b) submit monthly updates of the Impact Assessment detailing the accumulated
impact of the event or circumstances giving rise to the Contractor!s claim for Relief;
and
(c) within fourteen (14) Days after the continuing effect of the event or circumstances
has ended, submit its final Impact Assessment whereupon the Engineer shall treat
the final Impact Assessment and all monthly updates of the Impact Assessment as
a complete Impact Assessment submitted to it in accordance with Sub-clause
19.1.2.
19.1.6 In the event that the Contractor fails:
(a) to give notice of a claim for Relief to the Engineer within the twenty-eight (28) Day
notice period specified in Sub-clause 19.1.1; or
(b) to submit to the Engineer the Impact Assessment within the twenty-eight (28) Day
period specified in Sub-clause 19.1.2,
the Contractor shall not be entitled to Relief and the Authority shall be discharged from all
liability arising out of or in connection with the event or circumstances giving rise to the
Contractor!s claim for Relief.
19.1.7 In no event shall the Contractor be entitled to Relief if delay to a Time for Completion and/or
additional Costs incurred by the Contractor results from:
(a) the acts, omissions or default of the Contractor, Contractor!s Personnel, Sub-
Contractors; or
(b) an event or circumstances for which the Contractor assumes risk under the
Contract.
19.1.8 In the event that the Contractor fails to submit further particulars within the twenty-one (21)
Day period specified in Sub-clause 19.1.3, the Engineer shall issue its Evaluation based on
the Contractor!s Impact Assessment submitted pursuant to Sub-clause 19.1.2 and such
further facts as the Engineer considers relevant.
19.1.9 The Engineer shall, in providing its Evaluation, evaluate any entitlement to Relief as if the
Contractor had given a Risk Alert of the event or circumstances giving rise to the
Contractor!s claim for Relief. The Engineer shall provide, as part of its Evaluation, details of
the reduction to an extension to the Time for Completion and/or to the Contractor!s
entitlement to additional Costs (and Profit if applicable) due to the Contractor failing to give
a Risk Alert in respect of the Contractor!s claim.
19.1.10 In the event that the Engineer fails to provide its Evaluation of the Contractor!s claim for
Relief in accordance with the time period set out in Sub-clause 19.1.3(a) or, as the case
may be, 19.1.3(b), the Contractor shall be entitled to give a Notice of Dissatisfaction and
refer the Dispute for settlement pursuant to Sub-clauses 19.4 [Dispute Engineers
Decision] to 19.8 [Arbitration]. Such a Notice of Dissatisfaction shall be given within twenty-
eight (28) Days after the date on which the Engineer was required, but failed, to give its
Evaluation of the Contractor!s claim for Relief. In the event that the Contractor fails to give
a Notice of Dissatisfaction to the Engineer in accordance with this Sub-clause 19.1.10, the
Contractor shall be deemed to have agreed that:
(a) no Dispute exists; and
(b) the Contractor shall not be entitled to Relief; and
(c) the Authority shall be discharged from all liability,
in connection with the event or circumstances giving rise to the Contractor!s claim for Relief
and the Contractor shall have no right at a later date to give a Notice of Dissatisfaction in
relation to such Evaluation.
19.1.11 Notwithstanding Sub-clauses 19.1.1, 19.1.2 and 19.1.3, the Contractor shall, in consultation
with the Engineer, take all steps necessary to avoid or mitigate any delays and/or any
additional Costs that may arise as a result of the event or circumstances identified in a
Contractor!s claim for Relief. The Engineer, in providing its Evaluation, shall:
(a) only take into account delays and/or additional Costs which cannot be avoided or
mitigated by the Contractor in compliance with this Sub-clause 19.1.11; and
(b) disallow any claims for Relief to the extent applicable pursuant to Sub-clauses
19.1.7(a) and 19.1.7(b).
19.1.12 Notwithstanding Sub-clauses 19.1.1, 19.1.2 and 19.1.3, any and all claims by the Contractor
for Relief or otherwise, without exception, submitted to and/or received by the Authority or
the Engineer after the issue of the Maintenance Certificate shall not constitute validly
submitted claims nor shall the Authority have or retain any liability whatsoever with regards
to such claims.
19.2 Impact Assessment
19.2.1 Whenever the Contractor is required by the Contract to submit an Impact Assessment to
the Engineer, the Contractor shall, within any applicable time period stated in the Contract
submit for the Engineer!s Evaluation a written, substantiated and fully particularised
assessment of the event or circumstances to which the Impact Assessment relates
describing:
(a) the details of the event or circumstances together with identification of the Clause
or Sub-clause pursuant to which the submission is made; and
(b) the effect of the event or circumstances giving rise to the entitlement on Cost, and
where applicable, the Profit that the Contractor considers itself entitled to claim on
such additional Cost; and
(c) any adjustment required to the Contract Price and the payment terms in Schedule
B [Payment Schedules] as a result of the event or circumstances giving rise to the
entitlement; and
(d) any measures that the Contractor has proposed or effected to avoid or mitigate the
consequences of the event or circumstances; and
(e) the effect of the event or circumstances giving rise to the entitlement on any Time
for Completion; and
(f) the effect of the event or circumstances giving rise to the entitlement on the latest
Baseline Programme; and
(g) the effect of the event or circumstances giving rise to the entitlement on Schedule
C [Resources Schedules].
All Costs incurred by the Contractor in the preparation of Impact Assessments are deemed
to be included in the Contract Price.
19.2.2 Within the prescribed time period (as stated in the Clause or Sub-clause giving rise to the
requirement for an Impact Assessment) after receipt of the Impact Assessment the
Engineer shall respond with an Evaluation, comments on the Impact Assessment or
cancellation of the instruction or request in response to which the Impact Assessment was
prepared.
19.2.3 In the event that the Contractor disagrees with the Evaluation, the Contractor may give a
Notice of Dissatisfaction. Such Notice of Dissatisfaction shall be given not later than twenty-
one (21) Days after the receipt of the Engineer!s Evaluation pursuant to Sub-clause 19.2.2
failing which it shall be deemed that no Dispute exists, no additional liability shall attach to
the Engineer or the Authority and the Contractor shall have no right at any later date to give
a Notice of Dissatisfaction in connection with any disputed element of the Impact
Assessment.
19.2.4 Where the Engineer is required to Evaluate a Variation it shall apply the following rules and
in the following order of precedence:
(a) if the Variation only affects the quantities of work shown in Schedule B [Payment
Schedules] it shall be quantified and Evaluated by multiplying the changed
quantities of work by the appropriate rates in Schedule B [Payment Schedules],
provided that the Engineer shall take into account in its Evaluation any cost savings
or increases that would be achieved or incurred by such changed quantities; or
(b) if the Variation is other than a change in the quantities of work shown in Schedule
B [Payment Schedules], it shall be quantified and Evaluated:
(i) using the rates, prices or percentages in Schedule B [Payment Schedules]
for such work or such rates, prices or percentages (or rates, price or
percentages which are derived from them) set out Schedule B [Payment
Schedules]; or
(ii) where such work is of a similar but not identical nature to that described
within the Schedule B [Payment Schedules] then such rates, prices or
percentages, within Schedule B [Payment Schedules], shall be subject to
pro-rata adjustment to those items representing that work of a similar but
not identical nature; or
(iii) if there are no applicable or suitable rates, prices, or percentages in the
Schedule B [Payment Schedules], the Variation shall be Evaluated using
competitively tendered or competitive open market rates, prices or
percentages.
19.3 Authoritys Claims
19.3.1 If the Engineer considers the Authority to be entitled to bring a claim for any relief or remedy
from or against the Contractor, including the payment of any amount under the Contract
and/or any extension of the Maintenance Period but excluding a claim for the payment of
Penalties or Performance Adjustment Amount, the Engineer shall give notice to the
Contractor describing the event or circumstances giving rise to the Authority!s claim. The
notice shall state that it is a notice under this Sub-clause 19.3 [Authoritys Claims], and shall
describe the event or circumstances giving rise to the entitlement to bring a claim. The
Engineer shall include in any such notice a statement of the Authority!s entitlement.
19.3.2 The notice of claim referred to in Sub-clause 19.3.1 shall be given as soon as practicable
after the Engineer became aware of the event or circumstances giving rise to the Authority!s
claim. However, failure to give notice shall not be a bar to the Authority!s right under this
Sub-clause 19.3 [Authoritys Claims] and shall not prejudice the Authority!s right to
subsequently give such notice to the Contractor in which event the provisions of this Sub-
clause 19.3 [Authoritys Claims] shall apply provided that all such Authority!s claims shall
be notified before the expiry of the Maintenance Period or any extension thereof, with the
exception of Authority claims in relation to Latent Defects, rights extending beyond the
Maintenance Period under mandatory provisions of the Law and events or circumstances
insured in accordance with Schedule E [Insurances] which shall be notified before the expiry
of the appropriate period of insurance cover and their associated extended reporting periods.
19.3.3 The Contractor shall have fourteen (14) Days after the date of receipt of the notice of claim
referred to in Sub-clause 19.3.1 in which to notify the Engineer of its comments on such
Authority!s claim and in the event that the Contractor does not give notice of its comments
within such fourteen (14) Day period it shall be deemed to have accepted and agreed in full
to the details of the Authority!s claim and the Contractor shall not be entitled to raise the
matter as a Dispute or otherwise challenge the Authority!s claim.
19.3.4 In the event that the Contractor gives notice of comments pursuant to Sub-clause 19.3.3
that it disagrees with the Authority!s notice of claim or any part thereof the Contractor or the
Authority shall be entitled to give a Notice of Dissatisfaction and refer the Dispute for
resolution pursuant to Sub-clauses 19.4 [Dispute Engineers Decision] to 19.8 [Arbitration].
19.3.5 Such Notice of Dissatisfaction shall be given not later than twenty-one (21) Days after the
expiry of the fourteen (14) Day period referred to in Sub-clause 19.3.3 failing which it shall
be deemed that the Authority!s claim has been accepted in full and is binding upon the
Contractor who shall have no further right to challenge the Authority!s claim.
19.3.6 The Authority shall be entitled to set-off or deduct any amounts which the Authority is
entitled to be paid by or to recover from the Contractor pursuant to Sub-clause 19.3
[Authoritys Claims] from or against any amounts due, or which may become due, to the
Contractor under the Contract or any other contract entered into between the Authority and
the Contractor.
19.4 Dispute Engineers Determination
19.4.1 In the event that a Party gives a Notice of Dissatisfaction pursuant to any Clause or Sub-
clause, such notice shall bring into existence a Dispute which shall be referred to the
Engineer for Determination. The Engineer shall, within a period of thirty-five (35) Days after
receipt of a Notice of Dissatisfaction, issue a Determination with supporting particulars to
the Parties and the Parties shall forthwith give effect to such Determination. Notwithstanding
the giving of a Notice of Dissatisfaction, the Contractor shall continue to perform its
obligations under the Contract with all due diligence irrespective as to whether or not any
Party elects to refer the Dispute to amicable settlement, Expert!s decision, the courts or
arbitration as provided in this Sub-clause 19.4 [Dispute Engineers Decision] to Sub-
clause 19.8 [Arbitration].
(a) the Engineer fails to issue its Determination within thirty-five (35) Days in
accordance with Sub-clause 19.4.1; or
(b) the Engineer fails to provide supporting particulars to substantiate its
Determination; or
(c) the Engineer!s Determination is rejected by either Party,
then either Party may, within fourteen (14) Days after the date on which the Engineer issued,
or should have issued, its Determination give notice to the other Party that it wishes to refer
the Dispute to amicable settlement pursuant to Sub-clause 19.5 [Amicable Settlement].
Such notice shall state that it is given under this Sub-clause 19.4.2 and shall set out the
reasons for reference of the Dispute to amicable settlement. No amicable settlement,
Expert!s decision, litigation or arbitration in respect of such Dispute may be commenced
unless a notice is given pursuant to this Sub-clause 19.4.2.
19.4.3 In the event that neither Party gives notice pursuant to Sub-clause 19.4.2 referring the
Engineer!s Determination to amicable settlement pursuant to Sub-clause 19.5 [Amicable
Settlement] within the fourteen (14) Day period referred in Sub-clause 19.4.2, the Parties
shall be deemed to have irrevocably agreed to waive any and all right of recourse to any
court or tribunal of competent jurisdiction in respect of the subject matter of the Dispute
save that the Parties may request that the court or tribunal give an order for specific
performance and may seek enforcement of any such order for specific performance in
respect of any provisions of the Contract insofar as they relate to the Dispute and:
(a) the Dispute shall be deemed irrevocably abandoned and closed, in the case of the
Engineer!s failure to issue a Determination; or
(b) the Engineer!s Determination, if issued, shall be considered as accepted, final and
binding on the Parties (whether or not the Engineer provided supporting particulars
with the Determination).
19.5 Amicable Settlement
19.5.1 Within twenty-one (21) Days after giving notice to refer a Dispute to amicable settlement
pursuant to Sub-clause 19.4.2, the Representatives of the Parties for Amicable Settlement,
as identified in Schedule D [Representatives for Amicable Settlement] shall endeavour in
good faith to settle the Dispute amicably.
19.5.2 In the event that the Representatives of the Parties for Amicable Settlement are unable to
resolve the Dispute within the twenty-one (21) Day period referred to in Sub-clause 19.5.1
(or such longer period as the Parties may agree), either Party may give notice and refer the
Dispute for the Expert!s decision pursuant to Sub-clause 19.6 [Experts Decision] within
seven (7) Days after the expiry of the twenty-one (21) Day period (or any extended period
agreed between the Parties).
19.5.3 In the event that neither Party refers the Dispute for the Expert!s decision within the seven
(7) Day period referred in Sub-clause 19.5.2, the amicable settlement shall be deemed as
abandoned and the Parties agree, and shall be deemed to have agreed, to waive any and
all right of recourse to any court or tribunal of competent jurisdiction in respect of the subject
matter of the Dispute save and except to request that the Parties may request that the court
or tribunal give an order for specific performance and may seek enforcement of any such
order for specific performance in respect of any provisions of the Contract insofar as they
relate to the Dispute and:
(a) the Dispute shall be deemed irrevocably abandoned and closed in the case of
referral to amicable settlement due to the Engineer!s failure to issue a
Determination; or
19.6 Experts Decision
19.6.1 Within twenty-eight (28) Days after the date of giving notice to refer the Dispute for the
Expert!s decision pursuant to Sub-clause 19.5.2, the Parties shall jointly agree upon and
appoint a suitably qualified person as Expert who shall be (and the terms of its appointment
shall so provide) independent of the Parties and shall act impartially in accordance with the
terms and conditions of its appointment. The terms and conditions of the remuneration of
the Expert, including the remuneration of any specialist from whom the Expert may require
to seek advice, shall be mutually agreed upon by the Parties, and the Expert. The Parties
shall each pay one-half of the remuneration of the Expert in accordance with such terms
and conditions.
19.6.2 In the event of the Parties failing to agree on the appointment (including the terms of such
appointment) of the Expert within the twenty-eight (28) Day period referred to in Sub-clause
19.6.1, either Party shall be entitled to request the Qatar Chamber of Commerce and
Industry to appoint the Expert, after due consultation with the Parties and such appointment
shall be final and conclusive.
19.6.3 Within twenty-one (21) Days after the date on which the Expert is appointed, either Party
may refer the Dispute in writing to the Expert. Such reference shall state that it is made
under this Sub-clause 19.6 [Experts Decision]. The Parties shall promptly make available
to the Expert all information, access, and appropriate facilities that the Expert may require
for the purposes of reaching a decision. Within twenty-eight (28) Days after receipt of the
referral, or within such other period mutually agreed between the Parties, the Expert (acting
as an Expert and not as an arbitrator) shall give notice of its decision to the Parties. Such
notice shall include the Expert!s reasons for its decision.
19.6.4 Such decision shall forthwith be given effect to by the Parties, who shall proceed with their
respective obligations under the Contract with all due diligence irrespective as to whether
or not any Party elects to refer the Dispute to the courts or arbitration as hereinafter provided.
19.6.5 Unless the Contract, or the Contractor!s employment under the Contract, has already been
terminated, the Contractor shall, in every case, continue to perform its obligations under the
Contract with all due diligence.
(a) the Expert fails to issue its decision within twenty-eight (28) Days in accordance
with Sub-clause 19.6.3; or
(b) the Expert!s decision is rejected by either Party,
then either Party may, within fourteen (14) Days after the date on which the Expert issued,
or should have issued, its decision give notice to the other Party that it wishes to refer the
Dispute to the Qatar court of competent jurisdiction pursuant to Sub-clause 19.7 [Reference
to Courts]. Such notice shall state that it is given under this Sub-clause 19.6.6 and, in the
event that a decision was given by the Expert, shall set out the reasons for rejection of the
decision. No litigation or arbitration in respect of such Dispute may be commenced unless
a notice of rejection is given pursuant to this Sub-clause 19.6.6.
19.6.7 In the event that neither Party gives notice of rejection pursuant to Sub-clause 19.6.6 within
the fourteen (14) Day period referred to in Sub-clause 19.6.6, then the Expert!s decision
shall be considered as accepted, final and binding on the Parties.
19.6.8 In the event that neither Party refers the Dispute for the Expert!s decision within the twenty-
one (21) Day period referred in Sub-clause 19.6.3, or in the event that neither Party issues
a notice referring the Dispute to the Qatar court of competent jurisdiction pursuant to Sub-
clause 19.6.6, the Parties agree, and shall be deemed to have agreed, to waive any and all
right of recourse to any court or tribunal of competent jurisdiction in respect of the subject
matter of the Dispute save and except to request that the Parties may request that the court
or tribunal give an order for specific performance and may seek enforcement of any such
order for specific performance in respect of any provisions of this Contract insofar as they
relate to the Dispute and:
(a) the Dispute shall be deemed irrevocably abandoned and closed in the case of
referral to Expert!s decision due to the Engineer!s failure to issue a Determination;
or
19.7 Reference to Courts
19.7.1 In the event of:
(a) the rejection of the Expert!s decision (or non-decision) in accordance with Sub-
clause 19.6.6; or
(b) failure of either Party to comply with the final and binding decision of the Expert,
then the Dispute may be referred, by either Party, to the Qatar court of competent
jurisdiction.
19.7.2 Without prejudice to Sub-clause 19.7.1, nothing in the Contract shall prevent the Parties
from referring the Dispute to arbitration by mutual written agreement (which arbitration shall
be initiated and conducted pursuant to Sub-clause 19.8 [Arbitration]).
19.7.3 Reference of Disputes for settlement under Sub-clauses 19.4 [Dispute Engineers
Decision] to 19.8 [Arbitration] shall not in any way vitiate or invalidate the Contract neither
shall it be grounds for the Contractor to cease performance of any of its obligations under
the Contract nor for the Authority to terminate the employment of the Contractor under
Contract and the Contractor shall continue to perform its obligations under the Contract with
all due diligence.
19.7.4 All such references as aforesaid shall be governed by the Laws and all judicial proceedings
shall take place in the State of Qatar.
19.8 Arbitration
19.8.1 Arbitration, if agreed pursuant to Sub-clause 19.7.2, shall be carried out in accordance with
the following provisions of this Sub-clause 19.8 [Arbitration].
19.8.2 The existence of a Dispute, the facts of the Dispute, and its reference to arbitration under
this Sub-clause 19.8 [Arbitration], including any details related to such arbitration shall be
subject to the confidentiality restrictions in Sub-clause 20.5 [Confidentiality].
19.8.3 The rules and management of the arbitration shall be as follows:
(a) any arbitration hereunder shall be carried out under the procedures, rules and
regulations of the Qatar International Centre for Conciliation and Arbitration, Qatar
Chamber of Commerce and Industry (QICCA) and its successors, and such
procedures, rules and regulations shall be deemed to be incorporated into this
Sub-clause 19.8 [Arbitration] by reference; and
(b) the seat of the arbitration shall be Doha, Qatar and all arbitration hearings shall be
held in the State of Qatar unless otherwise agreed by the Parties; and
(c) any such arbitration shall be subject to the Law; and
(d) unless otherwise required by the Authority, such arbitration shall be conducted in
the English language and the award of any arbitrator or arbitral panel, together with
the reasons for the determination, shall be written in the English language and
shall, upon publication by the arbitrator or arbitral panel, be accompanied
simultaneously by a translation in Arabic, such translation having been carried out
by an official translator recognised by the Qatar courts; and
(e) unless otherwise required by the Authority all evidence, submissions or documents
presented at the arbitration in a language other than in the English language shall
be accompanied by a simultaneous English language translation thereof, if oral, or
if written, a certified English language translation; and
(f) the arbitrator or arbitral panel shall have full power to open up, review and revise
any determinations, decisions or findings in relation to the Dispute; and
(g) arbitration may be commenced prior to or after completion of the Works. The
obligations of the Parties shall not be altered by reason of the arbitration being
conducted during the term of the Contract; and
(h) any monetary award in any arbitration shall be denominated and payable in the
currency stated in section 3-L [Values and Payments] of Appendix 2 [Contract
Particulars]; and
(i) the arbitrator shall not stipulate a date for the doing of an act by either of the Parties,
on a Day, that is a Friday, Saturday or public holiday in the State of Qatar.
19.8.4 Arabic translation services both oral and written must be available throughout the course of
the Arbitration.
19.8.5 The Parties agree that all interim or final decisions and/or awards of the arbitrator or arbitral
panel shall:
(a) be binding on the Parties and shall be given effect and implemented forthwith by
them; and
(b) be subject to the confidentiality restrictions in Sub-clause 20.5 [Confidentiality] and
except as provided in that Sub-clause or by agreement between the Parties, may
not be publicised or otherwise disclosed provided always that nothing in this Sub-
clause 19.8.5(b) shall prevent either Party from applying to any court of competent
jurisdiction to enforce the award or to appeal or challenge the award pursuant to
Sub-clause 19.8.6.
19.8.6 The Parties hereby expressly agree irrevocably to abandon and waive all rights and
recourse to appeal or challenge, and neither Party shall request the Qatar courts to open
up, revise or review, the final award of the arbitrator or arbitral panel save and except in the
specific instances set out in the Qatar Civil and Commercial Procedure Law No. 13 of 1990.
19.8.7 Reference of a Dispute or Disputes to arbitration shall not in any way vitiate nor invalidate
the Contract neither shall it be grounds for the Contractor to cease performing its obligations
nor for the Authority to terminate the engagement of the Contractor under the Contract and
the Contractor shall proceed with its obligations with all due diligence.
20. GENERAL PROVISIONS
20.1 Governing Law and Language
20.1.1 The Contract shall be governed by, interpreted and construed in accordance with the Law.
20.1.2 Unless expressly notified in advance by the Authority, the primary language of the Contract
shall be English. All Contract Documents and communications issued between the Parties
shall be in English. Unless expressly notified in advance by the Authority, all Contract
meetings shall be conducted in English, and minutes of meetings shall be issued in English.
20.1.3 Where any part of a Contract Document is written in both the Arabic and English languages,
in the event that there is any conflict or inconsistency between the Arabic and English
language text of the Contract Document, the Arabic language text shall prevail and take
precedence to the extent of the conflict or inconsistency.
20.2 Joint and Several Liability
20.2.1 In the event that the Contractor constitutes an Association of Persons:
(a) those persons shall be deemed to be jointly and severally liable to the Authority for
the performance of the Contract; and
(b) those persons shall provide the Authority with the name and title of their
Representative of the Contractor who shall have authority to bind the Contractor
and each of those persons; and
(c) the Contractor shall not alter its composition or legal status without the prior written
consent of the Authority.
20.3 Corruption and Fraud
20.3.1 The Contractor warrants that in entering into the Contract it has not committed any
Prohibited Act.
20.3.2 In the event that the Contractor is contacted by a Public Official requesting or suggesting
that the Contractor act in a manner which would constitute a Prohibited Act, the Contractor
shall immediately provide the Authority in writing with full details of the request (including
the identity of the Public Official making the request).
20.3.3 Without prejudice to Sub-clause 20.3.2, the Contractor shall ensure that any Contractor!s
Personnel undertaking activities in connection with the Contract are subject to similar
obligations to those set out in Sub-clauses 20.3.1 and 20.3.2 and the Contractor shall
enforce such obligations.
20.3.4 In the event that the Contractor fails to comply with the requirements of this Sub-clause 20.3
[Corruption and Fraud] the Authority shall be entitled, pursuant to Sub-clause 17.2.2, to
terminate the Contractor!s employment under the Contract with immediate effect pursuant
to Sub-clause 18.5.1(a).
20.4 Independent Contractor
20.4.1 The Contractor is an independent contractor performing the Contract. The Contract does
not create an Association of Persons between the Authority and the Contractor.
20.5 Confidentiality
20.5.1 All Confidential Information shall be regarded as strictly private and confidential. Subject to
Sub-clauses 1.8 [Intellectual Property (Contractors Documents and Information)] and 1.9
[Authoritys Material], and except as may be required by Law or by legal proceedings, a
Regulatory Body or an insurer under a policy of insurance issued pursuant to the Contract:
(a) no Confidential Information shall be disclosed to any persons; and
(b) no publication or transmission of any articles, photographs, illustrations or any
other information related to the Project shall be disseminated in any manner
whatsoever,
without the prior written consent of the Engineer.
20.5.2 The Contractor may disclose Confidential Information to Sub-Contractors and Contractor!s
Personnel performing activities in connection with the Contract (and the Contractor shall
notify the Engineer of any such disclosure). The Contractor warrants that:
(a) Sub-Contractors and Contractor!s Personnel in receipt of Confidential Information
are aware of the terms of this Sub-clause 20.5 [Confidentiality] or will be made fully
aware of such terms before Confidential Information is provided to them; and
(b) all sub-contract agreements and associated tendering documents contain or will
contain no less onerous confidentiality obligations to those contained in this Sub-
clause 20.5 [Confidentiality],
and it shall enforce such arrangements.
20.5.3 The provisions of this Sub-clause 20.5 [Confidentiality] shall survive rescission or
completion of the Contract or the termination of the Contract or the Contractor!s employment
under the Contract for a period of fifteen (15) years following the issue of the Maintenance
Certificate or earlier termination of the Contract or of the Contractor!s employment under
the Contract.
20.6 Conflicts of Interest
20.6.1 The Contractor shall promptly give notice to the Authority and to the Engineer if at any time
the Contractor becomes aware of a Conflict of Interest. The Contractor!s notice shall be
accompanied by its proposed Conflict Management System for the Engineer!s non-
objection.
20.6.2 In the event that the Authority or the Engineer becomes aware of a Conflict of Interest, the
Engineer may give notice to the Contractor requiring the Contractor to submit a proposal
for a Conflict Management System for the Engineer!s non-objection and the Contractor shall
submit its proposed Conflict Management System within seven (7) Days after receipt of the
Engineer!s notice.
20.6.3 Upon receipt of the Contractor!s proposed Conflict Management System the Engineer shall
either give its non-objection or notify the Contractor of any modifications that are required
before the Engineer!s non-objection will be given and the Contractor shall forthwith
implement and comply with the Conflict Management System (including any modifications
required by the Engineer) and demonstrate to the Engineer!s satisfaction that the Conflict
Management System is effective in resolving the Conflict of Interest.
(a) the Contractor fails to submit a Conflict Management System to the Engineer in
accordance with Sub-clause 20.6.1 or 20.6.2; or
(b) the Contractor fails to implement and comply with the terms of the Conflict
Management System to which the Engineer has given its non-objection; or
(c) having implemented the Conflict Management System, the Engineer is of the
opinion that the Conflict of Interest has not been satisfactorily resolved,
the Authority shall be entitled, pursuant to Sub-clause 18.5.1(a), to terminate the
Contractor!s employment under the Contract with immediate effect.
20.7 Entire Agreement
20.7.1 The Contract constitutes the entire agreement between the Parties in relation to all matters
contained herein, including all understandings, rights, responsibilities, duties and
obligations and supersedes all prior arrangements, representations, communications,
negotiations, agreements and contracts (whether written or oral) made between or entered
into by the Parties with respect thereto prior to the Effective Date.
20.8 Severability
20.8.1 In the event that any provision of the Contract is held by any judicial or other competent
authority to be illegal, invalid or unenforceable that provision shall be severed to the extent
necessary to make the Contract enforceable, and it shall not affect or impair the validity,
legality or enforceability of any of the other provisions of the Contract.
20.8.2 If the Engineer is of the opinion that the severance of a provision of the Contract pursuant
to Sub-clause 20.8.1 may delay the completion of the Works the Engineer may issue an
instruction to mitigate the delay.
20.9 Survival of Rights
20.9.1 The Surviving Clauses will survive rescission or completion of the Contract or the
termination of the Contract or the Contractor!s employment under the Contract.
20.9.2 In the event that the Contract is rescinded, completed or terminated, neither Party will be
liable to the other Party except:
(a) under the Surviving Clauses; or
(b) in respect of any breach of the Contract occurring before such rescission,
completion or termination; or
(c) any rights or liabilities between the Parties that were pre-existing as at the date of
rescission, completion or termination.
20.10 Amendment
20.10.1 Without affecting the provisions of Clause 13 [Variations], no modification, amendment,
addendum or variation to the terms of the Contract shall be effective or binding, unless it:
(a) is made in writing; and
(b) expressly sets out the modification, amendment, addendum or variation to the
terms of the Contract; and
(c) refers to the Contract; and
(d) is signed and dated by a Representative of each Party.
20.11 Waiver
20.11.1 Subject to the provisions of Sub-clause 20.11.2, no relaxation, forbearance or delay by a
Party in enforcing the Contract will prejudice, affect or restrict the rights, responsibilities,
obligations, powers or remedies of that Party nor shall any waiver by either Party of any
such rights, responsibilities, obligations, powers or remedies, or of any breach of the
Contract, be deemed to be a waiver of any other right, responsibility, obligation, power or
remedy, or of any later or continuing breach of, the Contract.
20.11.2 Any waiver of a Party!s rights, responsibilities, obligations, power or remedies arising out of,
under or in connection with the Contract shall be in writing, dated and signed by the
Representative of the Party granting such waiver, and shall specify the right, responsibility,
obligation, power or remedy and the extent to which it is being waived. No waiver of a breach
of a term of the Contract operates as a waiver of any other breach of that term, or of a
breach of any other term, of the Contract.
20.12 Assignment
20.12.1 The Contractor shall not assign or transfer any of its rights or obligations under the Contract
or any part of it. The creation of security over amounts due to the Contractor under the
Contract in favour of banks or other credit institutions providing financial facilities to the
Contractor in the normal course of the Contractor!s business, or the exercise by insurers of
rights of subrogation that are permitted under the Contract, shall not be an assignment or
transfer for the purposes of this Sub-clause 20.12.1.
20.12.2 Subject to giving the Contractor seven (7) Days! prior written notice, the Authority may
assign or transfer the Contract or any part of it or any benefit or interest in or under the
Contract.

Project ID Appendix 1 Jun-14

APPENDIX 1
DEFINITIONS AND INTERPRETATION

Project ID Appendix 1 Page 1 Jun-14
1. Definitions
1.1 In the Contract, the following words and expressions shall have the meanings set out below:
1.1.1 "Acceleration Award# means a confirmation issued by the Engineer pursuant to Sub-
clause 6.4 [Acceleration].
1.1.2 "Activity Programme# means the latest version of the Contractor!s programme which
complies with the requirements for an activity programme in the Project Brief, and includes
any associated narrative to such programme.
1.1.3 "Advance Payment Guarantee# means the guarantee to be provided to the Authority by
the Contractor pursuant to Sub-clause 1.12 [Advance Payment Guarantee] in the specimen
form provided in Schedule H [Other Documents].
1.1.4 "Applicable Codes and Standards# means those codes, technical specifications and
standards referenced in the Project Brief as are applicable to the Works.
1.1.5 "Approval# means any permit, approvals, licenses, consents, clearances and other
documents (including import and export permits and licences, visas, exit permits, residence
and work permits) which is required to be issued by or obtained from any person (other than
the Authority) in connection with the Asset, the Site or the exercise or performance by the
Contractor of its rights and obligations or other activities under the Contract.
1.1.6 "As-Built Documents# means the documents described in Sub-clause 4.7 [As-Built
Documents] which are further described in the Project Brief.
1.1.7 "Asset# means the asset as defined in the Project Brief.
1.1.8 "Association of Persons# means an unincorporated joint venture, partnership, consortium
or other association of two (2) or more persons.
1.1.9 "Authorised Persons# means those persons, other than the Contractor!s Personnel,
permitted to have access to the Site or other places where works or services are being
performed, including any of the following categories of persons as notified by the Engineer
to the Contractor from time to time:
(a) the Engineer!s personnel; and
(b) the Authority and any of its personnel; and
(c) any other persons notified to the Contractor by the Engineer.
1.1.10 "Authority# means the Public Works Authority (Ashghal) of the State of Qatar whose
Representative is the President or the President!s delegate.
1.1.11 "Authoritys Equipment# means the apparatus, machinery and vehicles which may be
made available by the Authority for use by the Contractor in the design and execution of the
Works pursuant to Sub-clause 2.3 [Authoritys Equipment] but shall not include Plant which
has not been taken over by the Authority.
1.1.12 "Authoritys Material# means the Information owned, controlled, licensed, developed or
created by or on behalf of the Authority (including the specifications, designs, technology
and know-how relevant to the carrying out of the Contract) and any Intellectual Property
Rights subsisting therein (whether in electronic or material form) and includes any updates
which are provided to the Contractor by or on behalf of the Authority.
1.1.13 "Base Date# means the date identified as the Base Date as stated in section 4-A [Dates] of
1.1.14 "Baseline Programme# means the latest version of the detailed programme and
explanatory narrative, which complies with the requirements for such programme set out in
the Project Brief and in respect of which the Engineer has given its non-objection.
1.1.15 "Change in Law# means:
(a) the adoption of a new Law; or
(b) a change in or repeal of a existing Law,
which after the Base Date results in:
(i) a change in the taxes, duties or levies payable by the Contractor in respect
of the Works; or
(ii) a change in or the repeal of any requirement for the design, procurement,
manufacture, factory testing, transportation, construction, erection,
installation, testing or completion of the Works.
1.1.16 "Change to Applicable Codes and Standards# means:
(a) the adoption of a new codes or standards applicable to the Works; or
(b) a change in an existing Applicable Codes and Standards; or
(c) the repeal of an existing Applicable Codes and Standards,
after the Base Date.
1.1.17 "Clause# means any clause of the Conditions of Contract and "Sub-clause# means any
sub-clause of the Conditions of Contract.
1.1.18 "Close-Out Report# means a report that complies with the requirements set out in the
Project Brief.
1.1.19 "Collateral Warranty# means a collateral warranty to be delivered to the Engineer by the
Contractor pursuant to Sub-clause 1.15 [Collateral Warranties: Sub-contractors] in the
specimen form provided in Schedule H [Other Documents].
1.1.20 "Commencement Date# means the date stated as the Commencement Date in section 4-
B [Dates] of Appendix 2 [Contract Particulars].
1.1.21 "Communication# means a non-objection, certificate, consent, notice, instruction,
submission, request, direction, demand, comment, confirmation, rejection, determination or
Evaluation.
1.1.22 "Completion Certificate# means the certificate issued in accordance with Sub-clause 11.2
[Completion of the Works].
1.1.23 "Completion Date# means the date stated in the Completion Certificate.
1.1.24 "Conditions of Contract# means the General Conditions of Contract as amended and/or
supplemented by the Particular Conditions, if any.
1.1.25 "Confidential Information# means:
(a) the terms and existence of the Contract; and
(b) all matters and details arising out of, under or in connection with the Contract
including Authority!s Material and any Information provided by the Authority
pursuant to the Contract; and
(c) (to the extent not covered by paragraphs (a) and (b) of this definition), all
information belonging or relating to the Authority that is not generally available to
the public at the time of disclosure other than by reason of a breach of the Contract,
or which the Contractor knows, or ought reasonably to be expected to know, is
confidential to the Authority.
1.1.26 "Conflict Management System# means the Contractor!s arrangements to manage and
avoid or mitigate a Conflict of Interest.
1.1.27 "Conflict of Interest# means:
(a) the Contractor (or any member if the Contractor is an Association of Persons) or
its Parent Company or a subsidiary engaging in activities relating to the Project
different to the activities it is performing under the Contract and which in the opinion
of the Authority results in an actual or potential conflict with the financial or
commercial interests or duties of the Authority; or
(b) the Contractor appointing any person to perform works or services in connection
with the Project or for purposes unrelated to the Project where such person is also
providing works or services to the Authority and which in the opinion of the
Authority results in an actual or potential conflict with the financial or commercial
interests or duties of the Authority; or
(c) circumstances in which a conflict may be perceived to exist by an auditor.
1.1.28 "Construction Environmental Management System# means a system of environmental
management that:
(a) complements and complies with any requirements for the construction
environmental management system as set out in the Project Brief; and
(b) will ensure compliance with the requirements of the Contract in relation to
environmental requirements.
1.1.29 "Contact Details# means the contact details of a Party stated in section 1 [Communications]
of Appendix 2 [Contract Particulars] and, in the case of the Engineer, in the notice given by
the Authority pursuant to Sub-clause 2.6.1 or 2.6.6, or such other contact details as may be
notified pursuant to Sub-clause 1.6.7.
1.1.30 "Contract# means the binding contract entered into between the Authority and the
Contractor comprising the Contract Documents.
1.1.31 "Contract Documents# means the documents listed in Sub-clause 1.2.1 and which
together form the Contract. The term "Contract Document# means any one of the Contract
Documents.
1.1.32 "Contract Price# means the amount detailed in Schedule B [Payment Schedules] to be paid
to the Contractor for the performance of its obligations under the Contract subject to any
adjustments that may be made in accordance with the Contract but excluding allowances
for Provisional Sums and Prime Cost Sums which have not been used in accordance with
instructions of the Engineer pursuant to Sub-clause 13.6.1.
1.1.33 "Contractor# means the person or persons identified as the Contractor in the Memorandum
of Contract.
1.1.34 "Contractors Documents# means the documents, information, calculations, software,
animations, renderings, mock-ups, models developed or created by or on behalf of the
Contractor or any Sub-Contractors (including, the specifications, designs, technology and
know-how relevant to the carrying out of the Works) which are to be provided by the
Contractor in accordance with the Contract for the management, planning, programming,
design, manufacture, shipping, supervision, construction, erection, commissioning, testing,
operation and maintenance of the Works and the remedying of Defects and Latent Defects,
including:
(a) the Design Documents; and
(b) the Project Control Documents; and
(c) the documents referred to in Sub-clause 4.7 [As-Built Documents] and Sub-clause
4.8 [Operation and Maintenance Manuals]; and
(d) any other documents which in accordance with the Contract are to be submitted
by the Contractor to the Authority and/or the Engineer.
1.1.35 "Contractors Equipment# means, irrespective of ownership, all plant, facilities, temporary
structures and accommodation, equipment, tools, appliances, apparatus, machinery,
vehicles and other things required for the design, execution and completion of the Works
and the remedying of Defects and Latent Defects, whether imported or locally supplied, but
excluding Temporary Works, the Authority!s Equipment (if any), Plant, Materials and any
other things intended to form or forming part of the Permanent Works.
1.1.36 "Contractors Personnel# means the personnel engaged in the performance of the
Contractor!s obligations arising out of, under or in connection with the Contract which may
include the personnel, labour and other employees directly employed by the Contractor, the
personnel, labour and other employees of its Sub-Contractors and any other persons
assisting the Contractor in relation to the Works.
1.1.37 "Contractors Representative# means the person appointed from time to time by the
Contractor pursuant to Sub-clause 1.5 [Contractors Representative].
1.1.38 "Cost# means expenditure reasonably and properly incurred by the Contractor in the
performance of its obligations under the Contract, whether on or off the Site, including
relevant overhead charges but excluding any allowances or contingencies for the
Contractor!s profit (or loss of profit) or the assumption of any risk.
1.1.39 "Days# means calendar days.
1.1.40 "Defect# means a defect, deficiency or imperfection in, or damage to, the Permanent Works
and "Defective# shall be construed accordingly.
1.1.41 "Design Documents# means the calculations, design statements, design documents,
software, plans, maps, reports, computer records, drawings, procedures, manuals, models
and other documents, whether in electronic form or material form, prepared by or on behalf
of the Contractor for the execution and completion of the Works and the remedying of
Defects and Latent Defects.
1.1.42 "Determination# means the written assessment of the Engineer pursuant to Sub-clause
19.4 [Dispute - Engineers Determination].
1.1.43 "Discharge Certificate# means a certificate to be provided to the Authority by the
Contractor pursuant to Sub-clause 12.8 [Discharge] in the specimen form provided in
Schedule H [Other Documents].
1.1.44 "Dispute# means a formal disagreement between the Parties arising out of under or in
connection with the Contract as formalised and brought into existence by a Notice of
Dissatisfaction.
1.1.45 "Effective Date# means the date stated in the Letter of Award.
1.1.46 "Engineer# means the person appointed pursuant to Sub-clause 2.6 [Appointment of
Engineer and Responsibilities].
1.1.47 "Evaluation# means the Engineer!s evaluation pursuant to Sub-clause 2.9 [Engineers
Evaluation].
1.1.48 "Expert# means the person appointed from time to time pursuant to Sub-clause 19.6
[Experts Decision].
1.1.49 "Facilities, Information and Services# means facilities, information and services supplied
to the Contractor by the Authority pursuant to Sub-clause 2.1 [Authority Provided Facilities,
Information and Services].
1.1.50 "Final Account# means the statements to be submitted by the Contractor to the Engineer
pursuant to:
(a) Sub-clause 12.4 [Preliminary Final Account]; or
(b) Sub-clause 12.5 [Final Account],
or, in the event that the Contractor fails to submit its draft Final Account, the Engineer!s
decision pursuant to Sub-clause 12.6.6.
1.1.51 "Force Majeure Event# has the meaning given to it in Sub-clause 14.1 [Meaning of Force
Majeure Event].
1.1.52 "Free-Issue Materials# means free-issue materials which may be supplied by the Authority
to the Contractor pursuant to Sub-clause 2.4 [Free-Issue Materials].
1.1.53 "General Conditions of Contract# means Clauses 1 [The Contract and Preliminary Matters]
to 20 [General Provisions], and Appendices 1 [Definitions and Interpretation] and 2
[Contract Particulars].
1.1.54 "Good Design, Engineering and Construction Practices# means the management,
planning, programming, design, manufacture, shipping, supervision, construction, erection,
commissioning, testing, operating, maintenance and remedying of defects in works with
characteristics comparable to those of the Works:
(a) adopting the most up to date engineering and construction practices, methods and
procedures; and
(b) in a sound and workmanlike manner, with skill, care and diligence; and
(c) with due expedition and without delay; and
(d) using appropriate accepted standards for materials and workmanship applicable
to works having characteristics comparable to those of the Works; and
(e) with materials and workmanship suitable for their respective purpose and properly
certified where appropriate; and
(f) employing mitigation measures to maintain programme obligations as a matter of
course.
1.1.55 "Goods# means Contractor!s Equipment, Materials, Plant and Temporary Works.
1.1.56 "Guaranteed Performance Levels# means the guaranteed levels of performance of a
Performance Element specified in Schedule G [Guaranteed Performance Levels].
1.1.57 "Health, Safety and Security Management System# means a system of health, safety and
security management that:
(a) complements and complies with any requirements for the health, safety and
security management system as set out in the Project Brief; and
(b) will ensure compliance with the requirements of the Contract.
1.1.58 "Impact Assessment# means the document submitted by the Contractor to the Engineer
satisfying the requirements of Sub-clause 19.2 [Impact Assessment].
1.1.59 "Information# means information of any kind including documents, drawings, images,
samples, calculations, data, software, animations, renderings, mock-ups and models.
1.1.60 "Initial Contractors Documents# means the documents comprising the Quality
Management System, the Health, Safety and Security System, the Monitoring and
Reporting System, the initial Baseline Programme with its associated narrative and such
other documents as stated in section 2-B [Documents] of Appendix 2 [Contract Particulars]
as $Initial Contractor!s Documents!.
1.1.61 "Insured Party# means a person identified as an insured party in respect of a policy of
insurance described in Schedule E [Insurances].
1.1.62 "Insurer# means an insurer who is registered and regulated in the State of Qatar.
1.1.63 "Intellectual Property Rights# means rights and interests in registered or unregistered
trademarks, service-marks, patents, registered designs, utility marks, applications for any
of the foregoing, copyrights, unregistered designs, inventions, confidential information,
know-how or other intellectual property (whether in written form, generated by or maintained
on a computer or similar system or otherwise).
1.1.64 "Interim Payment Application# means an application for payment, made by the Contractor
in accordance with Clause 12 [Payment], and in the form set out in Annex 3 [Form of Interim
Payment Application] to Schedule B [Payment Schedules].
1.1.65 "Key Date# means a date stated in section 4-D [Dates] of Appendix 2 [Contract Particulars]
by which completion of a Key Stage must be achieved, as may be extended from time to
time in accordance with the Conditions of Contract.
1.1.66 "Key Performance Indicators# means the indicators and measures of the Contractor's
performance more particularly described in Schedule B [Payment Schedules].
1.1.67 "Key Personnel# means the individuals named in, or who are appointed to fill any of the
positions identified in, Schedule C [Resources Schedules].
1.1.68 "Key Stage# means any of the stages of the Works defined as a Key Stage in the Project
Brief.
1.1.69 "Key Sub-Contract# means any contract entered into by the Contractor with a Key Sub-
Contractor.
1.1.70 "Key Sub-Contractor# means a Sub-Contractor to whom Sub-clause 5.1.2 does not apply.
1.1.71 "Latent Defect# means a Defect which did not or could not have become apparent upon
examination of the Works by the Engineer prior to the expiry of the Maintenance Period.
1.1.72 "Latent Defects Notification Period# means the period commencing on the date of expiry
of the Maintenance Period stated in the Maintenance Certificate and ending seven hundred
and thirty (730) Days after such date.
1.1.73 "Law# means national or public legislation, decrees, ordinances, rules and regulations
relevant to the Works or the Project which are in force in the State of Qatar.
1.1.74 "Letter of Award# means the letter of formal award, signed by the Authority, awarding the
Project to the Contractor.
1.1.75 "Lien# means a mortgage, pledge, charge, assignment, hypothecation, lien, title retention,
usufruct, preferential right, trust, lease, administrative or judicial measures, evidence
preservation or other encumbrance and any arrangement or agreement the effect of which
is to create or continue a security interest or priority interest.
1.1.76 "Maintenance Certificate# means the certificate issued pursuant to Sub-clause 11.13
[Maintenance Certificate].
1.1.77 "Maintenance Period# means the period or periods for notifying Defects in accordance with
Sub-clause 11.5 [Completion of Outstanding Work and Remedying Defects] commencing:
(a) in the case of a Section or Portion for which a Taking-Over Certificate has been
issued, or deemed issued, on the Taking-Over Date for the Section or Portion; and
(b) in the case of any part of the Works for which a Taking-Over Certificate has not
been issued, or deemed issued, on the Completion Date,
and expiring at the end of the relevant period stated in section 4-E [Dates] of Appendix 2
[Contract Particulars] (each such period being calculated as commencing on the
Completion Date) and any extension of such period or periods pursuant to Sub-clause 11.7
[Extension of Maintenance Period].
1.1.78 "Master Programme# means the high level programme, associated narrative and
resourcing schedules contained in Schedule C [Resources Schedules].
1.1.79 "Materials# means things of all kinds (other than Plant) intended to form or forming part of
the Permanent Works, including the Free-Issue Materials (if any).
1.1.80 "Materials Guarantee# means the materials guarantee to be provided to the Authority by
the Contractor pursuant to Sub-clause 1.14 [Materials Guarantee] in the specimen form
provided in Schedule H [Other Documents].
1.1.81 "Memorandum of Contract# means the document so titled forming part of the Contract
Documents as listed in Sub-clause 1.2.1.
1.1.82 "Minimum Performance Levels# means the minimum levels of performance of a
Performance Element stated in Schedule G [Guaranteed Performance Levels].
1.1.83 "Monitoring and Reporting System# means a system of monitoring and reporting that:
(a) complements and complies with any requirements for the monitoring and reporting
system as set out in the Project Brief; and
1.1.84 "Named Sub-Contractor# means a Sub-Contractor identified in Schedule C [Resources
Schedules].
1.1.85 "Nominated Sub-Contractor# means a Sub-Contractor who the Engineer may, pursuant
to Sub-clause 5.4 [Nominated Sub-Contractors], instruct the Contractor to employ as a sub-
contractor, supplier or consultant for the purposes of the Works.
1.1.86 "Notice of Dissatisfaction# means the written notice given by a Party to the other Party
and copied to the Engineer which formalises and brings about the existence of a Dispute.
1.1.87 "Notice to Correct# means a notice given by the Engineer to the Contractor to remedy a
specified default or failure in the performance of any obligation under the Contract.
1.1.88 "Novation Agreement# means an agreement for the novation of a contractor, supplier or
consultant of the Authority to the Contractor in the specimen form contained in Schedule H
[Other Documents].
1.1.89 "Operating Procedures# means the procedures for the safe and efficient operation of the
Asset and any systems or components incorporated therein that satisfy the requirements of
the Project Brief.
1.1.90 "Operation and Maintenance Manuals# means the operation and maintenance manuals
in relation to the Works or a Section that satisfy the requirements of the Project Brief.
1.1.91 "Parent Company# means an entity:
(a) of which the Contractor (or any member if the Contractor is an Association of
Persons) is a branch, subsidiary or other similar related entity; or
(b) which directly or indirectly exercises management control over the Contractor (or
any member if the Contractor is an Association of Persons).
1.1.92 "Parent Company Guarantee# means the guarantee to be provided to the Authority by the
Parent Company of the Contractor (or each member if the Contractor is an Association of
Persons) pursuant to Sub-clause 1.17 [Parent Company Guarantee] in the specimen form
1.1.93 "Particular Conditions# means the document so titled which amend and/or supplement the
General Conditions of Contract.
1.1.94 "Party# means the Authority or the Contractor, as the context requires, and the term "Parties#
means together the Authority and the Contractor.
1.1.95 "Penalty# means each punitive amount stated in section 7 [Penalties] of Appendix 2
[Contract Particulars] to be paid by the Contractor to the Authority in accordance with the
Contract.
1.1.96 "Performance Adjustment Amount# means an amount determined by the Engineer in
accordance with the Project Brief and Schedule G [Guaranteed Performance Levels] and
certified by the Engineer in accordance with Sub-clause 10.10.2(b) or 10.10.3(a).
1.1.97 "Performance Element# means an element of the Works or a Section which in accordance
with the Project Brief and Schedule G [Guaranteed Performance Levels] is to be subjected
to performance testing during the Tests on Completion in order to demonstrate that such
element achieves the Guaranteed Performance Levels.
1.1.98 "Performance Guarantee# means the performance guarantee to be provided to the
Authority by the Contractor pursuant to Sub-clause 1.11 [Performance Guarantee] in the
specimen form provided in Schedule H [Other Documents].
1.1.99 "Permanent Works# means the permanent works, forming part of the Works, to be
designed, executed and completed by the Contractor under the Contract.
1.1.100 "Plant# means the apparatus, machinery and vehicles intended to form or forming part of
the Permanent Works.
1.1.101 "Portion# means, for the purposes of Sub-clause 11.4 [Authority Discretion to Take-Over],
a part of the Works which is less than the whole of the Works and which is not a Section.
1.1.102 "Portion Completion Report# means a report submitted by the Contractor to the Engineer
pursuant to Sub-clause 11.1.4 that complies with the requirements for portion completion
reports set out in the Project Brief, and including copies of all Approvals required by the
Contract or the Law, for the completion of the Portion.
1.1.103 "Preliminary Tests# means the preliminary tests to be performed by the Contractor
described in the Project Brief to demonstrate that each element and sub-element of a
Section or the Works (or parts thereof) is structurally and mechanically complete and
capable of safe use and/or operation and otherwise meets the standards required by the
Project Brief for Provisional Completion.
1.1.104 "President# means the president of the Authority so formally titled.
1.1.105 "Prime Cost Sum# means a sum (if any) specified in Schedule B [Payment Schedules] as
a Prime Cost Sum for the execution of any element or sub-element of the Works or for the
supply of Plant, Materials or services pursuant to Sub-clause 13.6 [Provisional Sums and
Prime Cost Sums].
1.1.106 "Profit# means the percentage allowance for profit stated in section 3-K [Values and
Payments] of Appendix 2 [Contract Particulars].
1.1.107 "Prohibited Act# means:
(a) offering, giving or agreeing to give to a Public Official a gift or consideration of any
kind as an inducement or reward for:
(i) doing or not doing (or for having done or not having done) any act; or
(ii) showing or not showing (or for having shown or not shown) favour or
disfavour to any person,
in relation to the award or performance of the Contract or any other agreement with
the Authority; or
(b) entering into an agreement for which commission has been paid or has been
agreed to be paid by the Contractor or on its behalf, or to its knowledge, unless
before the relevant agreement is entered into, particulars of any such commission
and of the terms of any such agreement for the payment thereof have been
disclosed in writing to the Authority; or
(c) committing any offence under the Law creating offences in respect of fraudulent
acts; or
(d) defrauding, attempting to defraud or conspiring to defraud the Authority.
1.1.108 "Project# means the project to which the Contract relates as described in the Project Brief.
1.1.109 "Project Brief# means the project brief set out in Schedule A [Project Brief].
1.1.110 "Project Control Documents# means the procedures and protocols to be established and
maintained by the Contractor pursuant to Sub-clauses 3.18 [Quality Management], 3.19
[Health, Safety and Security Management], 3.20 [Environmental Management] and 3.21
[Records and Progress Reporting] and such other procedures and protocols as are set out
in the Project Brief.
1.1.111 "Project Data# means the data relating to the Project included or referred to in the part of
the Project Brief titled "Project Data# or provided to the Contractor by the Engineer during
the course of the Works.
1.1.112 "Provisional Completion# means the successful completion of the Preliminary Tests for a
Section or the Works (or parts thereof) so as to permit the issue of a Provisional Completion
Certificate.
1.1.113 "Provisional Completion Certificate# means a certificate issued by the Engineer pursuant
to Sub-clause 10.2 [Preliminary Tests and Provisional Completion] or deemed issued
pursuant to Sub-clause 10.2.4.
1.1.114 "Provisional Sum# means a sum (if any) which is specified in Schedule B [Payment
Schedules] as a provisional sum for the execution of any element or sub-element of the
Works or for the supply of Plant, Materials or services pursuant to Sub-clause 13.6
[Provisional Sums and Prime Cost Sums].
1.1.115 "Public Official# means an official or employee of a government owned or controlled
enterprise or a Regulatory Body and shall include any individual defined as a public official
in a Law.
1.1.116 "Qatar Chamber of Commerce and Industry# means that governmental entity so titled, or
its successors.
1.1.117 "Qatar International Centre for Conciliation and Arbitration# means that entity so titled
and established by the Qatar Chamber of Commerce and Industry, or its successors.
1.1.118 "Quality Management System# means a system of quality management that:
(a) complements and complies with any requirements for the quality management
system as set out in the Project Brief; and
1.1.119 "Regulatory Body# means any governmental, semi-governmental, administrative, fiscal or
judicial ministry, department, commission, authority, tribunal, agency, municipality or body,
and shall include the provider of electricity, gas, water, wastewater, telecoms and other
such public services, and any body with a regulatory function under the Law.
1.1.120 "Release of Liens Certificate# means a certificate to be delivered by the Contractor with
its applications for:
(a) a Completion Certificate as required by Sub-clause 9.2.1(d); or
(b) a Taking-Over Certificate for a Section as required by Sub-clause 11.2.1(b)(i); or
(c) a Maintenance Certificate as required by Sub-clause 11.13.2,
in the specimen form provided in Schedule H [Other Documents].
1.1.121 "Relief# means Relief for Cost, Relief for Delay and Relief for Cost plus Profit (or any of
them) and any other relief or remedy that the Contractor is entitled to claim under the
Contract.
1.1.122 "Relief for Cost# means payment of any additional Cost incurred by the Contractor.
1.1.123 "Relief for Cost plus Profit# means payment of any additional Cost incurred by the
Contractor payment of Profit on such Cost.
1.1.124 "Relief for Delay# means an extension to the Time for Completion of a Key Stage, Section
and/or the Works, as the case may be, granted pursuant to Sub-clause 9.3 [Delays to
Completion].
1.1.125 "Representative# means the person retaining the lawfully granted power of attorney
sufficient to bind the Party represented by such person.
1.1.126 "Retention Guarantee# means the retention guarantee to be provided to the Authority by
the Contractor pursuant to Sub-clause 1.13 [Retention Guarantee] in the specimen form
1.1.127 "Review Date# means each of the following dates in a year:
(a) 31 December; and
(b) 31 March; and
(c) 30 June; and
(d) 30 September,
provided that the first Review Date shall not be earlier than ninety (90) Days after the
Commencement Date.
1.1.128 "Risk Alert# means a notice given by the Contractor to the Engineer of any event or
circumstances which may:
(a) increase the Contract Price; or
(b) delay the Time for Completion of the Works, a Section or a Key Stage; or
(c) impair the quality, functionality or performance of the Works, a Section or a Key
Stage.
1.1.129 "Risk Register# means a register of the risks which are listed in Schedule C [Resources
Schedules] and Risk Alerts which the Contractor notifies to the Engineer pursuant to Sub-
clause 15.7 [Risk Alerts].
1.1.130 "Schedule# means any one of the following schedules to the Contract:
(a) Schedule A [Project Brief]; and
(b) Schedule B [Payment Schedules]; and
(c) Schedule C [Resources Schedules]; and
(d) Schedule D [Representatives for Amicable Settlement]; and
(e) Schedule E [Insurances]; and
(f) Schedule F [Access to Site]; and
(g) Schedule G [Guaranteed Performance Levels]; and
(h) Schedule H [Other Documents].
1.1.131 "Section# means a part of the Works defined in the Project Brief as being a Section.
1.1.132 "Section Completion Report# means a report submitted by the Contractor to the Engineer
pursuant to Sub-clause 11.1.4 that complies with the requirements for section completion
reports set out in the Project Brief, and including copies of all Approvals required by the
Contract or the Law, for the completion of the Section.
1.1.133 "Site# means the places provided by the Authority where the Permanent Works are to be
executed and to which Plant and Materials are to be delivered, and any other places that
may be specified in the Contract or by an instruction of the Engineer as forming part of the
Site.
1.1.134 "Sub-Contractor# means a person executing any element of the Works including any
supplier of Goods and any professional consultant providing services in connection with the
Works.
1.1.135 "Surplus Items# means wreckage, rubbish, surplus materials and Temporary Works no
longer required for the design, execution and completion of the Works.
1.1.136 "Surviving Clauses# means the representations and warranties given by the Contractor
under the Contract and any other provisions which are expressed to survive termination,
including Sub-clauses 1.1 [Definitions and Interpretation], 1.2 [Contract Documents], 1.3
[Preliminary Matters], 1.6 [Communications], 1.11 [Performance Guarantee], 1.17 [Parent
Company Guarantee], 4.9 [Maintenance of Records, Inspection and Audit], 12.8 [Discharge],
12.9 [Cessation of Authoritys Liability], 15.5 [Authoritys Indemnity], 15.6 [Contractors
Indemnity], 16 [Insurances], 17.9 [Limits of Liability for Consequential Loss], 17.10
[Authoritys Methods of Recovery from the Contractor], 18.6 [Action Upon Termination], 18.7
[Termination Payment], 19.4 [Dispute - Engineers Determination] to 19.8 [Arbitration], 20.1
[Governing Law and Language], 20.2 [Joint and Several Liability], 20.4 [Independent
Contractor], 20.5 [Confidentiality], 20.7 [Entire Agreement] and 20.9 [Survival of Rights],
and Appendix 1 [Definitions and Interpretation] and Appendix 2 [Contract Particulars].
1.1.137 "Taking-Over Certificate# means a taking-over certificate issued pursuant to Sub-clauses
11.1 [Taking-Over] or 11.4 [Authority Discretion to Take-Over], or deemed issued pursuant
to Sub-clause 11.3 [Deemed Taking-Over].
1.1.138 "Taking-Over Date# means in relation to a Section, Portion, or the Works:
(a) the date stated in the Taking-Over Certificate issued in respect thereof pursuant to
Sub-clauses 11.1 [Taking-Over] or 11.4 [Authority Discretion to Take-Over]; or
(b) the date on which the Taking-Over Certificate is deemed issued in respect thereof
pursuant to Sub-clause 11.3 [Deemed Taking-Over].
1.1.139 "Temporary Works# means temporary works of every kind (other than Contractor's
Equipment) required on the Site for the execution and completion of the Permanent Works
and the remedying of Defects and Latent Defects.
1.1.140 "Termination Payment# means a termination payment the amount of which is stated in
section 3-J [Values and Payments] of Appendix 2 [Contract Particulars].
1.1.141 "Tests after Completion# means the tests described in the Project Brief as the Tests after
Completion, and any other tests instructed by the Engineer to be performed on the Works,
and which are carried out pursuant to Sub-clause 10.6 [Tests after Completion] after a
Section or the Works (or a part thereof), as the case may be, is or are taken over by the
Authority.
1.1.142 "Tests on Completion# means the tests described in the Project Brief as the Tests on
Completion, and any additional or substitute tests instructed by the Engineer, and which are
carried out pursuant to Sub-clause 10.5 [Tests on Completion].
1.1.143 "Third Party# means:
(a) any contractor (other than the Contractor), supplier or consultant providing works,
supplies or services to the Authority; or
(b) any contractor, supplier or consultant not covered by paragraph (a) or stakeholder
(including Regulatory Bodies) whose works, services, activities, interests or
regulatory responsibilities interface with the Works or any activities of the
Contractor associated with the performance of its obligations under the Contract;
or
(c) any other person with whom the Contractor has an obligation under the Contract
or a duty at Law to co-ordinate its activities,
but does not include a Sub-Contractor.
1.1.144 "Time for Completion# means the period or periods stated in section 4-D [Dates] of
Appendix 2 [Contract Particulars], starting on the Commencement Date, as such period or
periods may be extended from time to time in accordance Sub-clause 9.3 [Delays to
Completion].
1.1.145 "Variation# means any change or amendment to the Works, or the manner in which the
Works are to be carried out, including any change to any Contractor!s Documents required
to give effect to such change or amendment.
1.1.146 "Variation Order# means the written instruction of the Engineer issued to the Contractor to
implement a Variation.
1.1.147 "Variation Proposal# means a written proposal issued by the Engineer to the Contractor
for a Variation containing details of the proposed Variation and requiring the Contractor to
respond with an Impact Assessment.
1.1.148 "Vesting Agreement# means the vesting agreement to be provided to the Authority by the
Contractor pursuant to Sub-clause 1.14 [Materials Guarantee] in the specimen form
1.1.149 "Warranted Project Data# means Project Data which is stated to be Warranted Project
Data in the part of the Project Brief titled "Project Data# or which the Engineer notifies the
Contractor pursuant to Sub-clause 15.1.2 is to be treated as Warranted Project Data.
1.1.150 "Wilful Misconduct# means an act that is taken consciously and with the intent (based on
the person!s awareness and knowledge of existing circumstances and conditions) to cause
personal injury, sickness, disease, death or damage to property.
1.1.151 "Works# means all works, supplies and services of any kind, including Permanent Works
and Temporary Works, required for the Project and to satisfy the requirements of the Project
Brief.
2. Interpretation
2.1 In the Contract:
2.1.1 Clause and Sub-clause headings are for convenience only and shall not be taken into
consideration in the interpretation of the Conditions of Contract.
2.1.2 The following rules shall apply to the interpretation of the Contract unless the context
requires otherwise:
(a) the singular shall include the plural and vice versa;
(b) a reference to a gender shall include the other genders;
(c) a reference to a document includes the document as modified from time to time
and any document replacing it, in each case in the manner permitted by the
Contract;
(d) if something is due or to be done or may be done within a period of five (5) Days
or less ending on a Day that is a Friday, Saturday or public holiday in the State of
Qatar it shall become due or shall be done on the next Day which is not a Friday,
Saturday or public holiday in the State of Qatar;
(e) the word "person# shall include a natural person and any body or entity whether
incorporated or not;
(f) the word "month# shall mean calendar month and the word "year# shall mean
twelve (12) consecutive months;
(g) the word "agree# or "agreed# shall require the agreement to be recorded in writing
and signed by the Authority or the Engineer (provided that the Engineer is acting
within its authorities pursuant to the provisions of Sub-clause 2.6 [Appointment of
Engineer and Responsibilities]) and the Contractor!s Representative;
(h) the words "written# or "in writing# shall include any communication sent by letter,
facsimile transmission or email;
(i) a reference to an "agent# shall mean any person with a contractual relationship
with a Party and carrying out activities or obligations on behalf of that Party;
(j) a reference to a Party assuming "risk# shall not be construed restrictively but shall
include all risks whether relating to time, cost, quality, contractual or legal
obligations, political or otherwise and where reference is made to the Contractor
assuming "risk# it shall also mean that the Contractor shall not be entitled to Relief;
(k) a reference to a Law shall include that Law as amended, consolidated, re-enacted
or replaced from time to time;
(l) wherever "include# or any form of that word is used, it shall be construed as if it
were followed by "without being limited to#;
(m) a reference to any government agency or body, if that agency or body ceases to
exist or is reconstituted, renamed or replaced or has its powers or functions
removed ("defunct body#), means the agency or body that performs most closely
the functions of the defunct body;
(n) a reference to "sub-contractor# or "supplier# or "consultant# shall mean a sub-
contractor, sub-consultant or supplier of any tier; and
(o) a reference to "time# shall be a reference to time in Doha, Qatar.
2.1.3 Any reference to "termination of the Contractors employment under the Contract# shall
not be construed as termination of the Contract itself, which in all cases will subsist.

Project ID Appendix 2 Jun-14

APPENDIX 2
CONTRACT PARTICULARS


SUBJECT REFERENCE PARTICULARS
Section 1. Communications
Address, numbers and
addressees for communications
1.6
For the Authority:
Ashghal
Al-Faisal Tower 1
West Bay
Doha
P.O. Box 22188
State of Qatar
Tel: <Insert Authoritys telephone
number>
Fax: <Insert Authoritys fax number>
Email: <Insert Authoritys email address>
For the Attention of <__________________>
For the Contractor:
<Insert Contractors Name>
<Address line1>
<Address line2>
<Address line3>
Doha
P.O. Box < Insert Contractors PO Box
number >
State of Qatar
Tel: <Insert Contractors telephone number>
Fax:<Insert Contractors fax number>
Email:<Insert Contractors email address>
For the Attention of <__________________>
Section 2. Documents
2-A: Documents required to be
delivered to the Authority before
the Authority is required to
authorise any payments
1.3.1(a)(ii)
Parent Company Guarantee [strike out if not
required]
Advance Payment Guarantee [strike out if
not required]
Performance Guarantee [strike out if not
required]
Other required documents:
1. _________________________
2. _________________________
3. _________________________
2-B: Initial Contractor!s
Documents
1.3.1(b) 1. Quality Management System
2. Health, Safety and Security System
3. Monitoring and Reporting System
4. Baseline Programme and associated
activities
5. _________________________
6. _________________________
Section 3. Values and Payments
3-A: Advance Payment Schedule B
Amount: [Insert amount and Contract
Currency]
3-B: Advance Payment
Amortisation Rate
Schedule B Percentage: _____ %
3-C: Performance Guarantee
Value
1.11 Percentage: 10%
3-D: Performance Guarantee
Adjustment Threshold
1.11.3 Percentage: _____ %
3-E: Contract Price Schedule B Refer to Schedule B: Payment Schedule
3-F: Retention Percentage 1.13.2 Percentage: _____ %
3-G: Non-Objection Threshold for
Non-Critical Sub-Contracts
5.1.2(b)
Currency]
3-H: Currency of Payment Appendix 1 Currency: _____ [Insert Contract Currency]
3-I: Share of Reduction 13.4.3 Percentage: _____ %
3-J: Termination Payment 18.7
Currency]
3-K: Profit Percentage Allowance
- Relief for Cost plus Profit
Appendix 1 Percentage: _____ %
3-L: Currency for Arbitral Awards 19.8.3(h)
Currency: ________________ [If no currency
stated then Qatar Rials]
Section 4. Dates
4-A: Base Date Appendix 1 Date: [Insert Date]
4-B: Commencement Date Appendix 1 Date: [Insert Date]
4-C: $anticipated completion date! Date: [Insert Date]
4-D: Times for Completion 9.2
Key Dates
1

Key Stage _____
Period: [Number of Days] Days from the
Commencement Date
Key Stage _____
Commencement Date
Sections
2

1
Additional rows to be added as required.
2
Additional rows to be added as required.
Section: _____
Period: [ Number of Days] Days from the
Commencement Date
Section: _____
Commencement Date
Completion of the Works
Commencement Date
4-E: Maintenance Period Appendix 1
Completion Date
4-F: Extension of Maintenance
Period
11.7.2 Period: [ ] Days
4-G: Maximum Period of
Extension of Maintenance Period
11.7.3 Period: [ ] Days
Section 5. Insurance
Professional Indemnity Schedule E
Minimum Amount: [Insert amount and
Contract Currency]
Section 6. Liability and Limitations
Authority Claim Amount 17.2.1(l)
Currency]
Section 7. Penalties
7-A: Penalties - Delay 17.4
Key Stages
Currency] per Day or part thereof
Sections
Completion of the Works
7-B: Penalties & Health * Safety 17.5 [To be completed]
7-C: Penalties - Environmental 17.6 [To be completed]
7-D: Penalties - Other 17.7 [To be completed]

Project ID Jun-14
SCHEDULES TO THE CONTRACT

Schedule A: Project Brief

Schedule B: Payment Schedules

Schedule C: Resources Schedules

Schedule D: Representatives for Amicable Settlement

Schedule E: Insurances

Schedule F: Access to Site

Schedule G: Guaranteed Performance Levels

Schedule H: Other Documents

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