Agreement

The Employer is
of
The Contractor is
of The Employer desires the execution of certain Works known as
OFFER
The Contractor has examined the documents listed in the Appendix which forms pa
rt of this Agreement and offers to execute the Works in conformity with the Cont
ract for the sum of (in words)(in figures ) ()or such other sum as may be ascert
ained under the Contract. This offer, of which the Contractor has submitted two
signed originals, may be accepted bythe Employer by signing and returning one or
iginal of this document to the Contractor before(date) The Contractor understand
s that the Employer is not bound to accept the lowest or any offerreceived for t
he Works.
ACCEPTANCE
The Employer has by signing below, accepted the Contractor's offer and agrees t
hat inconsideration for the execution of the Works by the Contractor, the Employ
er shall pay theContractor in accordance with the Contract. This Agreement comes
into effect on the datewhen the Contractor receives one original of this docume
nt signed by the Employer.Signature:Name:Capacity:Witness:Date: Authorised to si
gn on behalf of (
organization name
):Name:Signature:Name:Capacity:Witness:Date: Authorised to sign on behalf of (
organization name
):Name:
APPENDIX
This Appendix forms part of the Agreement.[Note: with the exception of the item
s for which the Employer's requirements havebeen inserted, the Contractor shall
complete the following information beforesubmitting his offer. ]Sub-Clause1.1.1
& 1.31.1.6 . . . .1.1.10 . . .1.4 . . . . .1.5 . . . . .1.5 . . . . .1.5 . . . .
. .Data
Document Identification
days
(for Section completions - see end of Appendix)
Law of the Country*English*By hand, by fax, by post*Employer: as stated in Agree
ment*Contractor:Engineer: as stated in 1.1.6*ItemDocuments forming the Contractl
isted in the order of priority . . . .
Document
(delete if not applicable)
(a)The Agreement . . . . . . . .(b)Particular Conditions . . . .(c)General Condi
tions . . . . . .(d)The Specification . . . . . . .(e)The Drawings . . . . . . .
. . .(f)The Contractor's tendereddesign(g)The bill of quantities . . . . .(h) .
. . . . . . . . . . . . . . . . . . .(i) . . . . . . . . . . . . . . . . . . .
.Name and address of Engineer (if known) . . . . . . . . . . Time for Completion
for the WorksLaw of the Contract . . . . . . . . .Language . . . . . . . . . .
. . . . . . .Methods of communication . . . . Addresses for communication
*Employer to amend as appropriate
ItemNotices, fees and other chargesto be given or paid by theEmployer . . . . .
. . . . . . . . . . . . .Provision of Site . . . . . . . . . . . . .Permits, lic
ences and approvalsto be obtained and paid for bythe Employer . . . . . . . . .
. . . . . .Employers authorised person . .Limits on Engineer s authority . . .Perfo
rmance security (if any) Amount . . . . . . . . . . . . . . . .Form . . . . . .
. . . . . . . . . . . .Requirements for Contractor sdesign (if any) . . . . . . .
. . . . . . . . Adverse climatic conditionsProgramme Time for submission . . . .
. .Form of programme . . . . . . Amount payable due to failureto complete the W
orksPeriod for notifying defectsdredging works . . . . . . . . . .other works .
. . . . . . . . . . . .Extent of dredging works . . . . . .Sub-Clause1.6 . . . .
. .2.1 . . . . . .2.2 . . . . . .2.4 . . . . . .3.1 & 10.14.4 . . . . . .4.4 .
. . . . .5.1 . . . . . .6.1 (m) . . .7.2 . . . . . .7.2 . . . . . .7.4 . . . . .

.9.2 & 11.59.1 & 11.69.2 & 11.5DataOn the Commencement Date*(details)(details)S
pecification ClausesSpecification Clauses(details)Within 14 days * of theCommenc
ement Date_____ per day or part of a day upto a maximum of 10%* of sumstated in
the Agreement (for Sectioncompletions - see end of Appendix)Not applicable365 da
ys*calculated from thedate stated in a Taking-OverCertificate(details)
*Employer to amend as appropriate
Item Variation procedureDaywork rates . . . . . . . . . . . Valuation of the Wor
ks*Lump sum price . . . . . . . . .Lump sum price withschedules of rates . . . .
. . . .Lump sum price with bill of quantities . . . . . . . . . . . . . . .Reme
asurement with bill of quantities . . . . . . . . . . . . . . .Cost plus . . . .
. . . . . . . . . . . Advance Payment Amount . . . . . . . . . . . . . . . .Rep
ayment terms . . . . . . . .Percentage of value of Materialsand Plant . . . . .
. . . . . . . . . . . . .Percentage of retention . . . . . . .Currency of paymen
t . . . . . . . . .Financing charges . . . . . . . . . . .Data(details)(details)
(details)(details)(details)(details)amount per month formonthsMaterials 80%*Plan
t 90%*5%*3percentage pointsadded to the discount rate of thecentral bank in the
country of thecurrency of payment*Sub-Clause10.2 . . . . .11.1 . . . . .11.1 . .
. . .11.1 . . . . .11.1 . . . . .11.1 . . . . .11.2 . . . . .11.2 . . . . .11.3
. . . . .11.4 . . . . .11.8 . . . . .11.9 . . . . .
*Employer to amend as appropriate
ItemLimits of Contractor s liability . . .DataSub-Clause13.3 . . . . .
Type
Damage to the WorksDamage to Employer s property otherthan the WorksDeath or injur
y to Employer s orEngineer s personnelIndemnity to Employer in respect of Third Par
ty claims for damage toproperty or for death or injuryConsequential losses arisi
ng from:(a)Defects(b)Damage to the Works(c)Damage to Employer s otherproperty(d)An
y other cause
Limit
The figure stated in the Agreement Amount of relevant insurance requiredunder S
ub-Clause 14.1 Amount of relevant insurance requiredunder Sub-Clause 14.1No limi
t(a) 50% of the figure stated in the Agreement*(b) 50% of the figure stated in t
he Agreement*(c) Amount of relevant insurance requiredunder Sub-Clause 14.1*(d)
50% of the figure stated in the Agreement*
*Employer to amend as appropriate
ItemInsurance . . . . . . . . . . . . . . . . . .DataSub-Clause14.1 . . . . .
Type
Hull andmachinery The Works,Contractor sEquipment,Materials,Plant and feesDamage t
oEmployer sproperty otherthan theWorksDeath or injuryto Employer,Engineer ortheir
personnel
Minimumamount *
Fullreplacementcosts andliability foreach andevery incident The figurestated in
the Agreementplus 15% foreach andevery incidentFor each andevery incidentsumFor
each andevery incidentsum
Name(s) ofInsured*
ContractorContractorand EmployerContractorand EmployerContractorand Employer
Period*
From theCommencementDate until thedate of issue of the Taking-OverCertificate an
dcompletion of remedyingdefects*From theCommencementDate until thedate of issue
of the Taking-OverCertificate andcompletion of remedyingdefects*From theCommence
mentDate until thedate of issue of the Taking-OverCertificate andcompletion of r
emedyingdefects*From theCommencementDate until thedate of issue of the Taking-Ov
erCertificate andcompletion of remedyingdefects*
Exclusions*
DredgingworksNot applicableNot applicable
*Employer to amend as appropriate
Type

Third Partydeath or injuryto personsand damageto propertyContractor spersonnel,su

bcontractorsand otheremployeesProfessionalIndemnity forContractor sdesign*Other co
ver*
Minimumamount *
For each andevery incidentsumFor each andevery incidentsumFor each andevery inci
dentsum
Name(s) ofInsured*
Contractorand EmployerContractorand EmployerContractor
Period*
From theCommencementDate until thedate of issue of the Taking-OverCertificate an
dcompletion of remedyingdefects*From theCommencementDate until thedate of issue
of the Taking-OverCertificate andcompletion of remedyingdefects*From theCommence
mentDate until thedate of issue of the Taking-OverCertificate andcompletion of r
emedyingdefects*
Exclusions*
Not applicableNot applicableNot applicable
*Employer to amend as appropriate
AdjudicationNumber of members Appointing authorityIf there are SectionsDefiniti
on of Sections:DataOne*President of FIDIC or hisnominee*(details)Sub-Clause15.1
. . . . .15.1 . . . . .
*Employer to amend as appropriate
Description(Sub-Clause 1.1.19) Time for Completion(Sub-Clause 7.1)daysdaysdaysda
ysdaysdays Amount payable due tofailure to complete(Sub-Clause 7.4)per dayper da
yper dayper dayper dayper day
Form of ContractFOR DREDGING ANDRECLAMATION WORKS
First Edition 2006
General Conditions
- see separate document
FEDERATION INTERNATIONALE DES INGENIEURS-CONSEILSINTERNATIONAL FEDERATION OF CON
SULTING ENGINEERSINTERNATIONALE VEREINIGUNG BERATENDER INGENIEUREFEDERACION INTE
RNACIONAL DE INGENIEROS CONSULTORES
AGREEMENTGENERALCONDITIONSRULESFORADJUDICATIONNOTESFORGUIDANCE
CONTENTS
General Conditions
1GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . .3
1.1Definitions The ContractPersonsDates, Times and PeriodsMoney and PaymentsOthe
r Definitions1.2Interpretation1.3Priority of Documents1.4Law1.5Communications1.6
Statutory Obligations
2THE EMPLOYER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . .5
2.1Provision of Site2.2Permits and Licences2.3Site Data2.4Employer sAuthorised Per
son
3.THE ENGINEER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . .5
3.1The Engineer sDuties and Authority3.2Instructions3.3Approvals
4THE CONTRACTOR. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . .6
4.1General Obligations4.2Contractor s Representative4.3Subcontracting4.4Performanc
e Security
5DESIGN BY CONTRACTOR. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . .6
5.1Contractor's Design5.2Responsibility for Design
6DEFINED RISKS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . .6

6.1Defined Risks
7TIME FOR COMPLETION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . .7
7.1Execution of the Works7.2Programme7.3Extension of Time7.4Late Completion
8TAKING-OVER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . .8
8.1Completion8.2Taking-Over Certificate8.3Taking-Over Part of the Works
9REMEDYING EFFECTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . .8
9.1Remedying Defects9.2Dredging Works9.3Uncovering and Testing
10 VARIATIONS AND CLAIMS. . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . .9
10.1Right to Vary10.2Valuation of Variations10.3Early Warning10.4Contractor s Righ
t to Claim10.5Variation and Contractor s Claim Procedure10.6Employer s Claims
11CONTRACT PRICE AND PAYMENT. . . . . . . . . . . . . . . . . . . . . . . .. 10
11.1Valuation of the Works11.2Advance Payment11.3Monthly Statements11.4Interim P
ayments11.5Payment of Retention - Dredging Works11.6Payment of Retention - Other
Works11.7Final Payment11.8Currency11.9Delayed Payment
12DEFAULT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . .12
12.1Default by Contractor12.2Default by Employer12.3Insolvency12.4Payment upon T
ermination
13RISK AND RESPONSIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . .13
13.1Contractor s Care of the Works13.2Contractor s Indemnities13.3Limit of Contracto
r s Liability13.4Force Majeure
14INSURANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . .13
14.1Arrangements14.2Failureto Insure
15RESOLUTION OF DISPUTES. . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . .14
15.1Adjudication15.2Notice of Dissatisfaction15.3Arbitration
INDEX OF SUB-CLAUSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . .15
General Conditions
General Provisions
3
General Conditions
1.1DefinitionsThe ContractPersonsDates, Times andPeriodsMoney and PaymentsOther
Definitions
In the Contract as defined below, the words and expressions defined shall have t
hefollowing meanings assigned to them, except where the context requires otherwi
se:1.1.1
Contract
means the Agreement and the other documents listed in the Appendix.1.1.2
Specification
means the document as listed in the Appendix, includingEmployer s requirements in r
espect of design to be carried out by theContractor, if any, and any Variation t
o such document.1.1.3
Drawings
means the Employer s drawings of the Works as listed in the Appendix, and any Varia
tion to such drawings.1.1.4
Employer
means the person named in the Agreement and the legalsuccessors in title to this
person, but not (except with the consent of theContractor) any assignee.1.1.5
Contractor

means the person named in the Agreement and the legalsuccessors in title to this
person, but not (except with the consent of theEmployer) any assignee.1.1.6
Engineer
means the person named in the Appendix, or other personappointed from time to tim
e by the Employer and notified to the Contractor.1.1.7
Party
means either the Employer or the Contractor.1.1.8
Commencement Date
means the date 28 days after the date the Agreement comes into effect or any othe
r date agreed between the Parties.1.1.9
day
means a calendar day.1.1.10
Time for Completion
means the time for completing the Works orSection as stated in the Appendix (or a
s extended under Sub-Clause 7.3),calculated from the Commencement Date.1.1.11
Cost
means all expenditure properly incurred (or to be incurred) by theContractor,whet
her on or off the Site, including overheads and similarcharges, but does not inc
lude profit.1.1.12
Contractor sEquipment
means all apparatus, machinery, vehicles,vessels, facilities and other things req
uired for the execution of the Worksbut does not include Materials or Plant.1.1.
13
Country
means the country in which the Site is located.1.1.14
DAB
means the dispute adjudication boardreferred to in Clause 15
4
Form of Contract for Dredging and Reclamation Works
1.2Interpretation1.3Priority of Documents1.4Law1.5Communications1.6Statutory Obl
igations
1.1.15
Defined Risks
means those matters listed in Sub-Clause 6.1.1.1.16
Force Majeure
means an exceptional event or circumstance which isbeyond a Party s control; which
such Party could not reasonably haveprovided against before entering into the C
ontract; which, having arisen,such Party could not reasonably have avoided or ov
ercome; and, which isnot substantially attributable to the other Party.1.1.17
Materials
means things of all kinds (other than Plant) intended to form orforming part of
the permanent work.1.1.18
Plant
means the machinery and apparatus intended to form or formingpart of the permane
nt work.1.1.19
Section
means a part of the Works specified in the Appendix as a Section(if any).1.1.20
Site
means the places provided by the Employer where the Works are tobe executed, and
any other places specified in the Contract as forming partof the Site.1.1.21
Taking-Over Certificate
means a certificate issued by the Engineer underSub-Clauses 8.2 or 8.3.1.1.22
Variation
means a change to the Specification and /or Drawings (if any)which is instructed
by the Engineer under Sub-Clause 10.1.1.1.23
Works
means all the work and design (if any) to be performed by theContractor includin
g temporary work and any Variation.Words importing persons or parties shall incl

ude firms and organisations. Wordsimporting singular or one gender shall include
plural or the other gender where thecontext requires. The documents forming the
Contract are to be taken as mutually explanatory. If anambiguity or discrepancy
is found in the documents, the Engineer shall issue anynecessary instructions t
o the Contractor, and the priority of the documents shall be inaccordance with t
he order as listed in the Appendix. The law of the Contract is stated in the App
endix.Wherever provision is made for the giving or issue of any notice, instruct
ion, consent,determination, certificate or other communication by any person, th
ese communicationsshall be in writing and shall not be unreasonably withheld or
delayed. All writtencommunications shall be in the language stated in the Append
ix and shall be sent byone of the methods and to the addresses stated in the App
endix. The Contractor shall comply with the laws of the countries where activiti
es areperformed. The Contractor shall give all notices and pay all fees and othe
r charges inrespect of the execution of the Works, except for those stated in th
e Appendix.
5
General Conditions
2.1Provision of Site2.2Permits and Licences2.3Site Data2.4Employer s AuthorisedPer
son3.1The Engineer sDuties and Authority3.2Instructions3.3 Approvals
3
The Engineer
2
The Employer
The Employer shall provide the Site and right of access thereto at the times st
ated inthe Appendix. The Employer shall obtain those permits, licences or approv
als in respect of anyplanning, zoning or other similar permission required for t
he Works to proceed, asstated in the Appendix. The Contractor shall obtain all o
ther permits, licences andapprovals required for the Works, with the reasonable
assistance of the Engineer. The Employer shall have made available to the Contra
ctor for his information prior totendering, all data in the Employer s possession
relevant to the execution of theWorks, including hydrological, sub-water surface
and sub-bottom conditions, andenvironmental aspects. The Contractor shall be re
sponsible for interpreting all suchdata, and for inspecting the Site and making
his own enquiries so far as is practicable(taking account of cost and time) befo
re submitting his tender. The Employer shall appoint one of his personnel who sh
all have authority to act forhim. This authorised person shall be as stated in t
he Appendix, or as otherwisenotified by the Employer to the Contractor. The Empl
oyer shall appoint the Engineer who shall carry out the duties assigned tohim in
the Contract. If the Engineer is required to obtain any approval from theEmploy
er prior to carrying out any such duties, those requirements shall be as statedi
n the Appendix. The Contractor is entitled to assume that any required approval
hasbeen obtained. The Engineer may assign specific duties and authority to assis
tants,and may also revoke such assignment. The assignment or revocation will tak
e effectwhen notified to the Parties. The Engineer and any assistants shall exer
cise their duties and authority in a fairmanner and in accordance with the Contr
act. The Engineer and any assistants shallhave full access to the Site and the W
orks at all times for this purpose. The Engineerhas no authority to relieve the
Parties of any responsibilities under the Contract. The Contractor shall comply
with all instructions given by the Engineer in respect of the Works including th
e suspension of all or part of the Works.No approval or consent or absence of co
mment by the Employer or the Engineer shallaffect the Contractor s obligations
6
Form of Contract for Dredging and Reclamation Works
4.1General Obligations4.2Contractor sRepresentative4.3Subcontracting4.4Performance
Security5.1Contractor s Design5.2Responsibility for Design6.1Defined Risks
4

The Contractor
5
Design by Contractor
The Contractor shall carry out the Works properly and in accordance with theCon
tract. The Contractor shall provide all supervision, labour, Materials, Plant an
dContractor s Equipment that may be required. The Contractor shall be responsible
forthe adequacy, stability and safety of all operations and of all methods of co
nstruction. All Materials and Plant on Site shall, to the extent consistent with
the laws of theCountry, become the property of the Employer on delivery to the
Site. The Contractor shall submit to the Engineer for consent the name and parti
culars of the person authorised to receive instructions on behalf of the Contrac
tor. The Contractor shall not subcontract the whole of the Works. The Contractor
shall notsubcontract any part of the Works without the consent of the Engineer.
If stated in the Appendix, the Contractor shall deliver to the Employer within 2
8 daysafter the date the Agreement comes into effect, a performance security in
a form andfrom a third party approved by the Employer. The Employer shall return
theperformance security to the Contractor within 21 days of the Employer taking
over thewhole of the Works under Clause 8.
The Contractor shall carry out design to the extent specified, as stated in the
Appendix. The Contractor shall promptly submit to the Engineer all designs prep
ared by him.Within 21 days of receipt the Engineer may notify any comments or, i
f the designsubmitted is not in accordance with the Contract, may reject it stat
ing the reasons. TheContractor shall not construct any element of the permanent
work designed by himbefore the expiry of 21 days from the receipt of the design
by the Engineer or where thedesign for that element has been rejected. Design th
at has been rejected shall bepromptly amended and resubmitted. When the Engineer
has notified comments, theContractor may proceed with that element of the Works
but shall resubmit the designand shall take these comments into account as nece
ssary.
The Contractor shall be responsible for his tendered design and design under th
isClause, both of which shall be fit for the intended purposes to be inferred fr
om theContract. The Contractor shall not infringe any intellectual property righ
ts in respectof his design. The Employer shall be responsible for the Specificat
ion andDrawings.In this Contract, Defined Risks mean
7
General Conditions
7.1Execution of the Works7.2Programme7.3Extension of Time
a)war, hostilities (whether war be declared or not), invasion, act of foreignene
mies, affecting the Works,b)rebellion, terrorism, revolution, insurrection, mili
tary or usurped power, or civilwar, affecting the Works,c)riot, commotion or dis
order by persons other than the Contractor s and hissubcontractors personnel, affec
ting the Site and/or the Works,d)ionising radiations, or contamination by radioactivity from any nuclear fuel, orfrom any nuclear waste from the combustion of
nuclear fuel, radio-active toxicexplosive, or other hazardous properties of any
explosive nuclear assembly ornuclear component of such an assembly, except to th
e extent to which theContractor may be responsible for the use of any radio-acti
ve material,e)pressure waves caused by aircraft or other aerial devices travelli
ng at sonic orsupersonic speeds,f)use or occupation by the Employer of any part
of the Works, except as may bespecified in the Contract,g)design of any part of
the Works by the Employer, the Engineer or others forwhom the Employer is respon
sible,h)any operation of the forces of nature affecting the Site and/or the Work
s, whichwas unforeseeable or against which an experienced contractor could notre
asonably have been expected to take precautions,i)Force Majeure, j)a suspension
under Sub-Clause 3.2 unless it is attributable to any failure of theContractor,k
)any failure of the Employer or the Engineer,l)physical obstructions or physical
conditions encountered on the Site during theperformance of the Works, which ob
structions or conditions were notreasonably foreseeable by an experienced contra
ctor and which the Contractorimmediately notified to the Engineer,m)climatic con

ditions more adverse than those specified in the Appendix,n)any delay or disrupt
ion caused by any Variation,o)any change to the law of the Contract after the da
te 28 days prior to the latestdate for the submission of tenders,
p)losses arising out of the Employer s right to have the permanent work executedon
, over, under, in or through the Site, and to occupy the Site for the permanentw
ork, and
q)damage which is an unavoidable result of the Contractor s obligations toexecute
the Works. The Contractor shall commence the Works on the Commencement Date and
shallproceed expeditiously and without delay and shall complete the Works and Se
ctions(if any) within the Time for Completion. The Contractor shall submit to th
e Engineer a programme for the Works within thetime and in the form stated in th
e Appendix. The Contractor shall submit revisedprogrammes to the Engineer whenev
er reasonably required to do so by theEngineer. The Contractor shall be entitled
to an extension to the Time for Completion if he is orwill be delayed in comple
ting the Works or any Section by any of the Defined Risks
8
Form of Contract for Dredging and Reclamation Works
7.4Late Completion8.1Completion8.2Taking-Over Certificate8.3Taking-Over Part of
the Works9.1Remedying Defects
On receipt of an application from the Contractor, the Engineer shall consider al
lsupporting details provided by the Contractor, consult the Parties, and extend
the Time for Completion as appropriate.If the Contractor fails to complete the W
orks or any Section within the Time forCompletion, the Contractor s only liability
to the Employer for such failure shall be topay the amount stated in the Append
ix for each day or part of a day for which he failsto complete the Works or Sect
ion. After the issue of a Taking-Over Certificate under Sub-Clause 8.3, the amou
nt statedin the Appendix for each day shall be reduced in the proportion that th
e value of thetaken over work bears to the total value of the Works or Section.
The Contractor shall notify the Engineer not earlier than 14 days before the dat
e heconsiders that the Works or any Section will be complete. The Engineer shall
, within 21 days after receiving the Contractor s notice, either issuea Taking-Ove
r Certificate to the Parties, stating the date on which the Works orSection were
completed, or reject the Contractor s notice stating his reasons. Alternatively,
the Engineer may issue a Taking-Over Certificate to the Parties statingthat the
Works or Section, although not fully complete, are ready for taking over,stating
the date and outstanding work accordingly. The Employer shall take over the Wor
ks or Section upon the issue of a Taking-OverCertificate. The Contractor shall p
romptly complete any outstanding work and,subject to Clause 9, clear the Site or
Section. The Engineer may, at the sole discretion of the Employer, issue a Taki
ng-OverCertificate for any completed part of the Works.Except as specified or as
agreed between the Parties, the Employer shall not occupyor use any part of the
Works prior to the issue of a Taking-Over Certificate for that partof the Works
. The Engineer may at any time prior to the expiry of the period or periods stat
ed in the Appendix, notify the Contractor of any defects or outstanding work, st
ating areasonable period within which the remedial or outstanding work is to be
completed.Subject to Clause 9.2, the Contractor shall remedy at no cost to the E
mployer anydefects due to the Contractor s design, Materials, Plant or workmanship
not being inaccordance with the Contract.
8
Taking-Over
9
Remedying Defects
subject to any agreement under Sub-Clause 10.1 and subject to the provisions und
erSub-Clause 10.3
9
General Conditions

9.2Dredging Works9.3Uncovering and Testing10.1Right to Vary10.2 Valuation of Var

iations
10
Variations and Claims
The cost of remedying defects attributable to any other cause shall be valued a
s a Variation. Failure to remedy any defects or complete outstanding work within
thenotified period shall entitle the Employer to carry out all necessary work a
t theContractor s cost. The Contractor shall have no obligation to remedy defects
in the dredging worksdefined in the Appendix notified after the date on which th
e Works or Section werecompleted as stated in the Taking-Over Certificate. The E
ngineer may instruct the uncovering and/or testing of any work. Unless as aresul
t of any uncovering and/or testing it is established that the Contractor s design,
Materials, Plant or workmanship are not in accordance with the Contract, theCont
ractor shall be paid for such uncovering and/or testing as a Variation inaccorda
nce with Sub-Clause 10.2. The Engineer may instruct Variations, and reach agreem
ent on behalf of the Employerunder this Sub-Clause and under Sub-Clauses 10.2 an
d 10.5, subject to any limitsstated in the Appendix. The Engineer shall not inst
ruct the omission of work for thepurpose of the work being carried out by the Em
ployer or another contractor.Prior to instructing any Variation, the Engineer ma
y require the Contractor to submithis quotation for carrying out the proposed va
ried work, including the time and costeffects. The Engineer may then instruct th
e Variation stating whether or not the timeand cost effects quoted by the Contra
ctor are agreed.If the Engineer gives an instruction which will require either t
he mobilisation of majordredging equipment additional to that which is intended
for use on the Works, or theearly mobilisation of such intended equipment, the C
ontractor shall notify the Engineerimmediately. The Contractor shall be under no
obligation to comply with thisinstruction until the time and cost effects have
been agreed between the Engineer andthe Contractor. The Contractor s entitlement t
o extension to the Time for Completion and additionalpayment under any such Vari
ation shall be determined by any agreement under thisSub-Clause. Variations shal
l be valued as follows:a)at an agreed lump sum price, orb)where appropriate, at
rates in the Contract, orc)in the absence of appropriate rates, the rates in the
Contract shall be used asthe basis for valuation, or failing whichd)at appropri
ate new rates, as may be agreed or which the Engineer considersappropriate, ore)
if the Engineer so instructs, at daywork rates set out in the Appendix for which
the Contractor shall keep records of hours of labour and Contractor sEquipment, an
d of Materials used
10
Form of Contract for Dredging and Reclamation Works
10.3Early Warning10.4Contractor s Right toClaim10.5 Variation and Contractor sClaim
Procedure10.6Employer s Claim11.1 Valuation of the Works11.2 Advance Payment11.3Mo
nthly Statements
A Party shall notify the other Party and the Engineer as soon as he is aware of
anycircumstance which may delay or disrupt the Works, or which may give rise to
a claimfor additional payment. The Parties shall take all reasonable steps to m
inimise theseeffects. The Contractor s entitlement to extension to the Time for Co
mpletion or additionalpayment shall be limited to the time and payment which wou
ld have been due if hehad given prompt notice and had taken all reasonable steps
.If the Contractor incurs Cost as a result of any of the Defined Risks, the Cont
ractorshall be entitled to the amount of such Cost, subject to any more specific
provision inthe Contract. If as a result of the Defined Risks, it is necessary
to change the Works,this shall be dealt with as a Variation. The Contractor shal
l submit to the Engineer an itemised make-up of Variations andclaims including t
ime and cost effects within 28 days of the instruction or of the eventgiving ris
e to the claim or such other reasonable time as may be agreed by theEngineer. Th
e Engineer shall check the Contractor s submission, consult the Parties,and if pos
sible agree the time and cost effects. In the absence of agreement, theEngineer
shall make a determination.If the Employer considers himself entitled to any pay

ment or deduction in connectionwith the Contract, he shall submit particulars to

the Contractor and the Engineer. The Engineer shall check the Employer s submissi
on, consult the Parties, and if possible agree the amount of the Employer s entitl
ement. In the absence of agreement, the Engineer shall make a determination, sta
ting his reasons, and shallcertify such amount as a deduction under Sub-Clause 1
1.4. The Employer shall notmake any other set-off or deduction. The Works shall
be valued as stated in the Appendix, subject to Clause 10. The Engineer shall ce
rtify and the Employer shall make an advance payment to theContractor of the amo
unt stated in the Appendix when:a)the Agreement has come into effect, andb)the C
ontractor has provided the Employer with a security for the full amount of the a
dvance payment in a form and from a third party approved by the Employer. The Em
ployer shall pay within 28 days of delivery of the Contractor s application forpay
ment to the Engineer. The advance payment shall be repaid by the Contractor by m
aking a deduction fromthe net amount due under each interim payment certificate,
as stated in the Appendix. The Contractor shall be entitled to be paid at month
ly intervals:
11
General Conditions
11.4Interim Payments11.5Payment of Retention -Dredging Works11.6Payment of Reten
tion -Other Works11.7Final Payment11.8Currency11.9Delayed Payment
a)the value of the Works executed,b) the percentage stated in the Appendix of th
e value of Materials and Plantdelivered to the Site at a reasonable time,subject
to any additions or deductions which may be due under the Contractor otherwise.
The Contractor shall submit each month to the Engineer a statement showing thea
mounts to which he considers himself entitled. The Engineer shall certify the am
ount shown in the Contractor s statement, less retentionat the rate stated in the
Appendix, less any amount for which the Engineer has specifiedhis reasons for di
sagreement, and less any deduction notified by the Engineer underSub-Clause 10.6
. The Engineer may correct any sum previously certified. The Employer shall pay
to the Contractor the amount certified. The Engineer shall certifyand the Employ
er shall pay within 28 days of delivery of the Contractor s statement tothe Engine
er. A copy of the Engineer s certificate shall be sent to the Contractor. The Empl
oyer may withhold interim payments until he receives the performance securityund
er Sub-Clause 4.4 (if any) and the evidence of insurance under Sub-Clause 14.1.I
n respect of dredging works defined in the Appendix, the relevant proportion of
theretention shall be included in the next monthly statement after the issue of
a Taking-Over Certificate. If a Taking Over Certificate is issued prior to the W
orks or Sectionbeing fully complete, all or part of the retention may be withhel
d by the Engineer, untilthe outstanding work has been completed.In respect of wo
rks other than dredging works, one half of the relevant proportion of the retent
ion shall be included in the next monthly statement after the issue of a TakingOver Certificate. The remainder of the relevant proportion of the retention shal
lbe included in the next monthly statement after either the expiry of the period
orperiods stated in the Appendix, or the remedying of notified defects, or the
completionof outstanding work, all as referred to in Sub-Clause 9.1, whichever i
s the later.Within 42 days of the latest of the events listed in Sub-Clause 11.5
or 11.6 asappropriate, the Contractor shall submit a final account to the Engin
eer together withany documentation reasonably required to enable the Engineer to
ascertain the finalcontract value.Within 28 days after the submission of this f
inal account and any further documentationreasonably required, the Engineer shal
l certify and the Employer shall pay to theContractor any amount due. If the Eng
ineer disagrees with any part of the Contractor sfinal account, he shall specify h
is reasons for disagreement when certifying payment.Payment shall be in the curr
ency stated in the Appendix. The Contractor shall be entitled to financing charg
es compounded monthly at the ratestated in the Appendix for each day the Employe
r fails to pay beyond the prescribedpayment period.

12
Form of Contract for Dredging and Reclamation Works
12.1Default by Contractor 12.2Default by Employer 12.3Insolvency12.4Payment upon
Termination
If the Contractor abandons the Works, refuses or fails to comply with a validins
truction of the Engineer or fails to proceed expeditiously and without delay, or
is,despite a written complaint, in breach of the Contract, the Employer may giv
e noticereferring to this Sub-Clause and stating the default.If the Contractor d
oes not take all practicable steps to remedy the default, thefollowing procedure
shall apply. 14 days after the Contractor s receipt of theEmployer s notice, the Em
ployer may by a second notice given within a further 21days, terminate the Contr
act. The Contractor shall then demobilise from the Siteleaving behind Materials
and Plant and any Contractor s Equipment which theEmployer instructs in the second
notice is to be used until the completion of theWorks.If the Engineer fails to
certify or the Employer fails to pay in accordance with Sub-Clause 11.4, or the
Employer is, despite a written complaint, in breach of theContract, the Contract
or may give notice referring to this Sub-Clause and statingthe default. If the d
efault is not remedied within 7 days after the Employer s receiptof this notice, t
he Contractor may suspend the execution of all or part of theWorks.If the defaul
t is not remedied the following procedure shall apply. 14 days after theEmployer s
receipt of the Contractor s notice, the Contractor may by a second noticegiven wi
thin a further 21 days, terminate the Contract. The Contractor shall thendemobil
ise from the Site.If a Party is declared insolvent under any applicable law, the
other Party may by noticeterminate the Contract immediately. The Contractor sha
ll then demobilise from the Siteleaving behind, in the case of the Contractor s in
solvency, any Contractor s Equipmentwhich the Employer instructs in the notice is
to be used until the completion of theWorks. After termination, the Contractor s
hall be entitled to payment of the unpaid balance of the value of the Works exec
uted and of the Materials and Plant reasonably deliveredto the Site, adjusted by
the following:a)any sums to which the Contractor is entitled under Sub-Clause 1
0.4,b)any sums to which the Employer is entitled in connection with the Contract
,c)if the Employer has terminated under Sub-Clause 12.1 or 12.3, the Employersha
ll be entitled to a sum equivalent to 20% of the value of those parts of theWork
s not executed at the date of the termination,d)if the Contractor has terminated
under Sub-Clause 12.2 or 12.3, the Contractorshall be entitled to the Cost of h
is suspension and demobilisation together witha sum equivalent to 10% of the val
ue of those parts of the Works not executedat the date of termination. The net b
alance due shall be certified by the Engineer and shall be paid or repaidwithin
70 days of the notice of termination.
13
General Conditions
13.1Contractor s Care of theWorks13.2Contractor s Indemnities13.3Limit of Contractor s
Liability13.4Force Majeure14.1 Arrangements
The Contractor shall take full responsibility for the care of the Works from th
eCommencement Date until the date of issue of the Taking-Over Certificate for th
eWorks, any Section or part. Responsibility for the Works, any Section or part t
akenover shall then pass to the Employer. If any loss or damage happens to the W
orksprior to the date of issue of the relevant Taking-Over Certificate, the Cont
ractor shallrectify such loss or damage so that the Works conform with the Contr
act.Unless the loss or damage happens as a result of a Defined Risk, the Contrac
tor shallindemnify the Employer, the Employer s contractors, agents and employees
against allloss or damage happening to the Works and against all claims or expen
se caused bya breach of the Contract, by negligence or by other default of the C
ontractor, hisagents or employees. The maximum liability of the Contractor to th
e Employer shall be limited as stated inthe Appendix.If a Party is or will be pr
evented from performing any of its obligations by ForceMajeure, the Party affect
ed shall notify the other Party immediately with a copy tothe Engineer. If neces
sary, the Contractor shall suspend the execution of the Worksand, to the extent

agreed with the Engineer, demobilise the Contractor sEquipment.If the event contin
ues for a period of 84 days, either Party may then give notice of termination th
at shall take effect 28 days after the giving of the notice. After termination,
the Contractor shall be entitled to payment of the unpaid balance of the value o
f the Works executed and of the Materials and Plant reasonably deliveredto the S
ite, adjusted by the following:a)any sums to which the Contractor is entitled un
der Sub-Clause 10.4,b)the Cost of his suspension and demobilisation, andc)any su
ms to which the Employer is entitled in connection with the Contract. The net ba
lance due shall be certified by the Engineer and shall be paid or repaidwithin 7
0 days of the notice of termination. The Contractor shall, prior to commencing t
he Works, effect insurances of the types,in the amounts, for the periods, and na
ming as insured the persons, all as stated inthe Appendix except for items (a) t
o (g) and (i) to (q) of the Defined Risks as set out inSub-Clause 6.1. The polic
ies shall be issued by insurers and in terms approved by theEmployer. The Contra
ctor shall provide the Employer with evidence that any requiredpolicy is in forc
e and that the premiums have been paid.
14
Form of Contract for Dredging and Reclamation Works
14.2Failure to Insure15.1 Adjudication15.2Notice of Dissatisfaction15.3 Arbitrat
ion
15
Resolution of Disputes
If the Contractor fails to effect or keep in force any of the insurances referre
d to in theprevious Sub-Clause, or fails to provide satisfactory evidence, polic
ies or receipts, theEmployer may, without prejudice to any other right or remedy
, effect insurance for thecover relevant to such default and pay the premiums du
e and recover the same as adeduction from any other monies due to the Contractor
.Unless settled amicably, any dispute or difference between the Contractor and t
heEmployer which arises out of or in connection with the Contract, including any
opinion, instruction, determination, certificate or valuation or other decision
of theEngineer, shall be referred by either Party to adjudication by a DAB in ac
cordance withthe attached Rules for Adjudication ( the Rules ). The DAB shall be one
or threemembers agreed by the Parties, as stated in the Appendix. In the event
of disagreement, the members shall be appointed in accordance with the Rules.If
a Party is dissatisfied with the decision of the DAB or if no decision is given
withinthe time set out in the Rules, the Party may give notice of dissatisfactio
n to the otherParty with copies to the DAB and the Engineer referring to this Su
b-Clause within 28days of receipt of the decision or the expiry of the time for
the decision. If no notice of dissatisfaction is given within the specified time
, the decision shall be final and bindingon the Parties. If notice of dissatisfa
ction is given within the specified time, thedecision shall be binding on the Pa
rties who shall give effect to it without delay unlessand until the decision of
the DAB is revised by arbitration.Unless settled amicably, any dispute in respec
t of which the DAB s decision (if any)has not become final and binding shall be fi
nally settled by international arbitration.Unless otherwise agreed by the Partie
s:a)the dispute shall be finally settled under the Rules of Arbitration of theIn
ternational Chamber of Commerce,b)the dispute shall be settled by three arbitrat
ors appointed in accordance withthese Rules, andc)the arbitration shall be condu
cted in the language referred to in Sub-Clause1.5. The arbitrators shall have fu
ll power to open up, review and revise any certificate,determination, instructio
n, opinion or valuation of the Engineer, and any decision of theDAB, relevant to
the dispute. Nothing shall disqualify the Engineer from being calledas a witnes
s and giving evidence before the arbitrators on any matter whatsoeverrelevant to
the dispute.Neither Party shall be limited in the proceedings before the arbitr
ators to the evidenceor arguments previously put before the DAB to obtain its de
cision, or to the reasonsfor dissatisfaction given in its notice of dissatisfact
ion. Any decision of the DAB shallbe admissible in evidence in the arbitration.
Arbitration may be commenced prior to or after completion of the Works. Theoblig

ations of the Parties, the Engineer and the DAB shall not be altered by reason o
f any arbitration being conducted during the progress of the Works
15
General Conditions
INDEX OFSUB-CLAUSES
Sub-ClausePage Adjudication15.114 Advance Payment11.210 Approvals3.35 Arbitratio
n15.314 Arrangements, Insurance14.113Commencement Date7.17Communications1.54Comp
letion8.18Contractor s Care of the Works13.113Contractor s Design5.16Contractor s Inde
mnities13.213Contractor s Representative4.26Contractor s Right to Claim10.410Currenc
y11.811Default by Contractor12.112Default by Employer12.212Defined Risks6.16Defi
nitions1.13Delayed Payment11.911Dredging Works9.29Early Warning, Claims10.39Empl
oyer s Authorised Person2.45Employer s Claims10.610Engineer s Duties and Authority3.15
Engineer s Instructions3.25Execution of the Works7.17Extension of Time7.37Failure
to Insure14.214Final Payment11.711Force Majeure13.413General Obligations, Contra
ctor4.16Insolvency12.312Interim Payments11.411Interpretation1.24Late Completion7
.48Law1.44Limit of liability13.313Monthly Statements11.310
16
Form of Contract for Dredging and Reclamation Works
Notice of Dissatisfaction15.214Payment of Retention - Dredging Works11.511Paymen
t of Retention - Other Works11.611Payment upon Termination12.412Performance Secu
rity4.46Permits and Licences2.25Priority of Documents1.34Programme7.27Provision
of Site2.15Remedying Defects9.18Responsibility for Design5.26Right to Vary10.19S
ite Data2.35Statutory Obligations1.64Subcontracting4.36 Taking-Over Certificate8
.28 Taking-Over Part of the Works8.38Uncovering and Testing9.39 Valuation of the
Works11.110 Valuation of Variations10.29 Variation and Contractor s Claim Procedu
re10.510

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