Above Ground Piping Process 2 Area Execution Phase

TABLE OF CONTENTS
DESCRIPTION VOL
1 Form of Agreement; I
2 General Terms and Conditions; I
3 Attachment 1 to these General Terms and Conditions .. Shell General Business Prlnclplesj I
4 Attachment 2 to these General Terms and Conditions .. Health. Safety. Security and Environment Policies I
5
Attachment 3 to these General Terms and Conditions .. Form of Standby Letter of Credit; I
6A
Attachment 4 to these General Terms and Conditions .. Form of Parent Company Guarantee: I
6B Attachment 5 to these General Terms and Conditions .. D .. Bond Form; I
7
Appendix 1 to the Form of Agreement .. Secrecy Declaration: I
8 Appendix 3 to the Form of A g r e e m e ~ t .. Rates and Prices: I
9
Appendix 4 to the Form of Agreement .. Time Schedule I
10
Appendix 2 (0 the Fonn of Agreement .. Technical Speclflcations; II
10.1 Exhibit A : Extent of Works II
10.1.1 Extent of Works for Piping II
10.1.2 Extent of Works for Painting II
10.1.3
Attachment 1- Spilt In the Scope of Work (General) between Contractor and Company II
10.1.4
Attachment 2 - Split In the Scope of Work (Piping) between Contractor and Company II
10.1.5 Attachment 3 - Conditions of Company provided Items II
10.1.6 Attachment 4 - LocaUolJs of Work Areas and Temporary Facilities II
10.2 Exhibit B: Bill of Quantities NOT USED II
10.3 Exhibit C: Work Description II
10.3.1 Work Description, Supply Condilion & Method of Measurement for Piping Work II
10.3.2 Work Description, Supply Condillon & Method of Measurement for Painting Work II
10.4 exhibit D: Reference Drawings and Infonnallon II
10.5 Exhibit F: Specifications II
10.6 Exhibit G: Site Management Procedure III
10.6.1 Site Management Procedures III
10.6.2 QAlQC Procedures and Documents III
10.7 Exhblt H: HSSE Program IV
ECC Project Contract 04217 4201 D
FORM OF AGREEMENT
for
CONTRACT No: 04217- 42010
for
PIPING WORKS FOR PROCESS 2 AREA
managed by
ABB Lummus Global Singapore - Toyo Engineering Corporation
Singapore Branch JV
for and on behalf of
Shell Eastern Petroleum (Pte) Ltd.
CONTRACT No: 0421742010 1
This Form of Agreement is made on the 2"" day of March 2007 with an effective date of January 18, 2007 8ETWEEN
SHELL EASTERN PETROLEUM (PTE) LTD, a company incorporated In the Republic of Singapore and having its
registered office at 83 Clemenceau Avenue, Shell House #04-00, Singapore 239920 ("Company", which term shall Include
its legal successors and assigns);
AND
PLANT ENGINEERING CONSTRUCTION PRIVATE LIMITED, a company incorporated In Singapore and having its
registered office at 21 Shipyard Road, Singapore 628144 ("Contractor")
NOW IT IS HEREBY AGREED AS FOLLOWS:
Clause 1. GENERAL TERMS & CONDITION
1.1 The General Terms and Conditions for Construction Works (major Packages) Ref: ICISVSIGTCSvsRev4.1 for the
Bukom Modifications Project, MEG Project and ECC Project, Singapore ("General Terms and Conditions") shall
apply, as may be amended by thls Form of Agreement. .
1.2 Words whose first, or all, lellers are capitalised used in this Form of Agreement and the Contract Documents which
have been defined In the General Terms and Conditions shall take the meaning given to them In the General
Terms and Conditions
Clause 2. DEFINITION
2.1 "Effective Date" Is January 18, 2007.
2.2 Provisional "Date for Commencement at Work Site" Is July 1, 2007 subject to final confirmation by
Company.
2.3 "EPCM Contractor" is ABB Lummus Global Singapore - Toyo Engineering Corporation Singapore
Branch JV.
2.4 "Projecf' means the ECC Project.
2.5 "Scheduled Completion Date" shall be March 30, 2009.
2.6 ''Works'' means all works and service set out below and shall unless the Contract expressly states that the
Company shall provide them, Include other works and services necessary for the performance of such
works and services even though such other works and services are not expressly set out.
2.7 "Key Personnel" shall be: Project Director, Project Manager, Construction Manager, HSE Manager,
QA Manager and Discipline Coordinators
2.8 The list of documents comprising the "Contract" set out in the General Terms and Conditions shall be
amended to read:
"Contract" comprises:
a) the Form of Agreement;
b) these General Terms and Conditions;
c) Allachment 1 to these General Terms and Conditions - Shell General Business Principles;
d) Allachment 2 to these General Terms and Conditions - Health, Safety, Security and Environment
Policies;
e) Allachment 3 to these General Terms and Conditions - Form of Standby Leller of Credit;
f) Attachment 4 to these General Terms and Conditions - Form of Parent Company Guarantee;
g) Allachment 5 to these General Terms and Conditions - Form of Down Payment Refund Bank
Guarantee;
h) Appendix 1 to the Form of Agreement - Secrecy Declaration;
i) Appendix 2 to the Form of Agreement - Technical Specification;
j) Appendix 3 to the Form of Agreement - Schedule of Rates and Prices;
k) Appendix 4 to the Form of Agreement - Time Schedule.
Initialled by Company :Initlalled bv Contractor
CONTRACT No: 04217-42010 2
The documents constituting the Contract shall be construed as a whole and taken as mutually
explanatory. Without prejudice to the generality of the foregoing:
Clause 3.
(I) where different clauses In the Contract appear to impose on the Contractor obligations
of different stringency but on the same subject matter, the Contractor shall perform all
the obligations in such a way that even the most stringent obligation Is complied wllh;
(ii) in the event of any conflict or ambiguity between any of the documents constituting the
Contract which cannot be resolved as aforesaid, they shall be given precedence in the
order listed above.
CONTRACT PRICE
3.1 The Contract Price shall be an amount calculated In accordance with the Schedule of Rates and Prices,
set out in Appendix 3.
The provisional Contract Price Is S$32,394,213.00 (Say In Singapore Dollars Thirty Two Million Three
Hundred Ninety Four Thousand and Two Hundred Thirteen only).
Clause 4. STAND BY LETTER OF CREDIT
4.1 For the purpose of Article 10.1 (d) of the General Terms and Conditions the estimated date of Issue of the
Final Acceptance Certificate: 31 December, 2010.
4.2 For the purpose of Article 10.1 (e) of the General Terms and Conditions the provisional Contract Price is
S$32,394,213.00 (Say In Singapore Dollars Thirty Two MIllion Three Hundred Ninety Four Thousand and
Two Hundred Thirteen only).
Clause 5. PAYMENT
5.1 Down-payment
Upon signing of the Fonm of Agreement by Contractor and Company, and provided that;
(i) Contractor has provided a Standby Letter of Credit, Issued by a bank acceptable to Company, to
the value of 10% of the provisional Contract Price valid until at least three (3) months after the
estimated date of Issue of the Final Acceptance Certificate (Article 10.1 (d) of the General Terms
and Conditions).
(Ii) Copy of policies of the Insurances as per Clause 17.1 of the General Terms and Conditions have
been provided by Contractor.
Contractor shall be entitled to request an amount equal to five (5) percent of the provisional Contract Price
S$32,394,213.00 (Say in Singapore Dollars Thirty Two Million Three Hundred Ninety Four Thousand and
Two Hundred Thirteen only) in the form of a down-payment.
Upon satisfying all conditions Contractor may submit a "Payment Invoice" pursuant to Article 33 of the
General Tenms and Conditions for five (5) percent of the provisional Contract Price. Payment by the
Company shall be made pursuant to Article 33 of the General Terms and Conditions.
5.2 Refund of Down-payment
(i) The Contractor shall deduct an amount equivalent to five percent (5%) of the value of each
Monthly "Payment Invoice" to refund Company with the down payment amount set out In Clause
5.1 in proportion to the progress of the Works.
(II) Such refundment shall be continued until the down-payment amount is completely reimbursed to
Company.
(iii) In the event that there remains an outstanding balance of the down-payment amount after issue
of a Provisional Acceptance Certificate such balance shall be settled at the time of final payment
as set forth In Article 34 of the General Terms and Conditions.
I'nltlalled by Company I'n'tlalled by Conlraclor
CONTRACT No: 04217-42010 3
5.3 Interim Payments
The Direct Works Price (as defined in Appendix 3, Schedule of Rates and Prices) In proportion to the
progress of the Works shall be paid on an interim basis to the Contractor pursuant to Article 33 of the
General Terms and Conditions and the procedures set forth In the Contract. The same percentage
progress will be applied to the Indirect Work Price (as defined in Appendix 3, Schedule of Rates and
Prices). Any amount previously paid as a down payment under Clause 5.1 shall be taken into account and
be deducted in accordance with Clause 5.2 from any entitlement for payment when calculating the amount
to be paid.
5.4 Retention
A value equal to ten (10) percent of the Contract Price, namely the sum of each monthly Invoice amount
as per Clause 5.3, shall be withheld as retention money which Company shall retain until the Provisional
Acceptance Certificate Is Issued to Contractor.
5.5 Down-payment Refund Bond
The Contractor shall submit to Company the D-Bond, together with his request for Down-Payment.
The amount guaranteed under the D-Bond (for the sake of this Clause only, hereunder referred to as
"GARANTEED AMOUNT") shall be equal to the value of the down-payment being five (5) percent of the
provisional Contract Price named in the Form of Agreement and the D-Bond shall be valid and remain
effective in force until the date scheduled for Provisional Acceptance of Works.
If any delay In completing the Works occurs due to any reason, Company may require of the Contractor to
extend the validity of the D-Bond for such a period as Company may reasonably consider necessary and,
whenever so required, the Contractor shall comply therewith and shall at his cost arrange with and cause
the bank acting as his Guarantor to extend the validity of the D-Bond. Non-compliance by Contractor with
Company's such a request may be considered as a serious breach of the Contract by Contractor.
The GUARANTEED AMOUNT may, according to the degree of repayment to the Company of the down-
payment, be reduced at an Interval of not less than three (3) month period. Where the Contractor so
desires, he shall submit to Company the Request for Reduction of the GUARANTEED AMOUNT and shall
obtain:
the verification signature of Company's person-In-charge, on the said Request for
Reduction, and
Company's written agreement to the said Request for Reducllon.
Upon presentation of the above mentioned documents to the bank being the Contractor's Guarantor as for
the D-Bond, the GUARANTEED AMOUNT shall be reduced by such sum as named and verified in the
Request for Reduction and as approved under Company's agreement to the Request for Reduction.
The D-Bond shall be returned to the Contractor, upon the Contractor's request in writing to that effect, at
any time after the down-payment shall have been fully repaid by the Contractor to Company and full
recovery thereof shall have been duly confirmed by Company.
Clause 6 LIQUIDATED DAMAGES FOR DELAY
6.1 Rate and Ceiling Amount of Damages
The rate at which the liquidated Damages are to be calculated shall be fixed and agreed sum(s) as
specified below:
For the period of the first five (5) weeks after the Milestone Date andlor Scheduled Completion Date(s) (as
adjusted for approved Variation Orders), Contractor shall pay Company, 1114% (one fourteenth percent)
of the Contract Price for each day or part thereof.
For the period of six (6) or more weeks after the Milestone date andlor Scheduled Completion Date (as
adjusted for approved Variation Orders), Contractor shall pay Company, 1/7% (one seventh percent) of
the Contract Price for each day or part thereof.
The Contractor's maximum liability for payment of liquidated Damages to Company under this Article
shall not exceed ten (10%) percent of the Contract Price.
Initialled bv Comoanv Initialled bv Contractor
CONTRACT No: 04217-42010 4
Clause 7. NOTICES
7.1 The particulars for sending the original Payment Invoice and Payment Claim Response to the Company
are:
Shell Eastern Petroleum (Pte)
83 Clemenceau Avenue #04-00
Shell House
Singapore 239920
Attn: Susan Goh, Dept. CH - DFH/241
A copy of the Payment Invoice and Payment Claim shall be sent to:
ABB LGS - TEC SB JV
2 Ayer Rajah Crescent Ayer Rajah Complex, Singapore 139935
Attn: Mr. M. Kayashlma, Construction Director
7.2 For the purpose of Article 45 of the Generals Terms and Condition, the partys particulars are as follows.
(a) For notices or communications sent to the Company by the Contractor:
I. hand: Mailroom
Ii. facsimile:
iii. mail
Main Building
Pulau Bukom Besar
+65 6384 8213
Shell Eastern Petroleum (Pte)
83 Clemenceau Avenue #04-00
Shell House
Singapore 239920
(b) for notices or communication sent to the EPCM Contractor by the Contractor:
I. hand: Mailroom
Ii. facsimile:
III. mall:
2 Ayer Rajah Crescent
Ayer Rajah Complex
Singapore 139935
+65 6776 3966
ABB LGS - TEC SB JV
2 Ayer Rajah Crescent
Ayer Rajah Complex
Singapore 139935
Attn: Mr. M. Kayashlma Construc.tion Director
(c) for notices or communication sent to the Contractor (whether dlrectiy by Company or by the EPCM
Contractor for and on behalf of the Company):
I. hand:
II. facsimile
III. mail:
CONTRACT No: 04217-42010
Mailroom
21 Shipyard Road
Singapore 628144
+65 6268 9488
Plant Engineering Construction Private limited
21 Shipyard Road
Singapore 628144
Initialled bv Comoanv Initialled bv Contractor
1
5
Clause 8 CHANGES TO THE GENERAL TERMS AND CONDITIONS
8.1 Article 10.1(a) of the General Tenns and Conditions shall be amended to read:
be issued by The HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED, 21 Collyer Quay,
#03 - 01 HSBC Building Singapore 049320 ("Bank");
8.2 Article 17.5 (a) of the General Tenns and Conditions whereby the deduclible amounl for "CAR" shall be
US$ 500,000.00 (Say: Five Hundred Thousand U.S. Dollars).
8.3 Article 10.5 (b) of Ihe General Terms and Conditions amended 10 read: "a parent company guarantee in Ihe
fonnat set out in Attachment 4".
Clause 9 BDX UNIT
9.1 Company is currenlly considering Ihe conslruction of a BDX Unil allhe Work Sile.
Should Company decide 10 proceed with Ihe BDX Unil and should Company request Contraclor 10 carry
out various Above Ground Piping work, Conlraclor agrees to execule any such Piping work al the same
unil rales and conditions for the direct work and Ihe same ratio and pricing for Ihe indirecl work included in
Appendix 3 10 Ihis Fonn of Agreement.
IN WITNESS WHEREOF Ihe aulhorised represenlalives of the parties sellheir hands on Ihe day and year above
wrillen
Signed by _____________ _
name
designation Signalure
For and on behalf of
SHELL EASTERN PETROLEUM (PTE) LTD
In Ihe presence of:
Wilness' Signature
Name:
Designation:
Signed by
name
designalion Signature
PLANT ENGINEERING CONSTRUCTION PRIVATE LIMITED
In the presence of:
Wilness' Signalure
Name:
Designation:
Initialled by Company Initialled by Contractor
CONTRACT No: 04217-4201D 6
GENERAL TERMS AND CONDITIONS FOR CONSTRUCTION WORKS
IClSVS\GTCSvsRev4.1
GENERAL TERMS AND CONDITIONS
FOR
CONSTRUCTION WORKS
(MAJOR PACKAGES)
GENERAL TERMS AND CONDITIONS FOR CONSTRUCTION WORKS FOR
BUKOM MODIFICATIONS PROJECT,
MEG PROJECT and ECC PROJECT, SINGAPORE
Index of Articles
Article Subject
1. Definitions and Interpretation
2. EPCM Contractor
3. Independent Contractor
4. Transfer of Rights/Obligations
5. Subcontracting
6. Discrepancies in Contract Documents
7. Work Site Availability and Use
8. Contractor's General Responsibilities
9. Compliance with Laws
10. Security for Performance
11. Sufficiency of Tender
12. Contractor's Personnel
13. Health, Safety Security and Environment
14. Access Routes, Utilities, Interference & Transport
Damage
15. Set off
16. Liability for Loss, Damage or Injury
17. Insurance
18. Commencement of the Works
19. Programme
20. Schedule Performance
21. Design and Engineering by Contractor
22. Contractor's Documentation
23. Right to Inspect, Examine Etc
24. Testing by Contractor
25. Rejection before Completion
26. Completion and Provisional Acceptance
27. Third Party Guarantees
28. Defects after Completion
29. Ownership of Materials
30. Material Control and Free-issue Items
31. Variations to the Works
32. Contract Price and Measurement
33. Interim Payments
34. Final Account
35. Taxes and Duties
36. Audit
37. Suspension
38. Termination
39. Force Majeure
40. Titie
41. Intellectual Property
42. Confidential Information, Publicity and Conflict of
Interests
43. Liens
44. Export Controls
IC\SVS\GTCS\'sRev4.l 2
IC\sVS\GTCSvsRev4.!
45.
46
47.
48.
49.
50.
Notices
Law, Language and Settlement of Disputes
Surviving Obligations
Waiver and Severability
Date Recognition and Recording
Entire Agreement
3
1. DEFINITIONS AND INTERPRETATION
1.1 For the purpose of these terms and conditions of contract the following
definitions shall apply:
"Affiliate of Company" means Royal Dutch Shell pic, and any entity
(other than the Company) which Royal Dutch Shell pic directly or
indirectly controls. For the purposes of the foregoing:
(a) an entity directly controls another entity if it owns one
hundred percent (100%) of the voting rights attached to the
issued share capital of the other entity;
(b) an entity Indirectly controls another entity If a series of
entities can be specified, beginning with the first entity and
ending with the other entity, so related that each entity of the
series (except the ultimate controlling entity) is directly
controlled by one or more of the entities earlier in the series.
"Approvals" means all permits, licences, approvals, consents and
other forms of authorisations obtained or required to be obtained by
the parties in accordance with Laws In connection with the Project
and the Works.
"Authorities" means the government of Singapore and/or of any
other country that has jurisdiction over any part of the Works or the
Project, and any county, province, municipality, local government or
other political subdivision, instrumentality, ministry, department, local
or national agency, inspector, official or public or statutory person
(whether autonomous or not), corporation or commission under the
direct or indirect control of the foregoing governments.
"Company" means Shell Eastern Petroleum (Pte) Ltd, a company
incorporated in Singapore and having its registered office at 83
Clemenceau Avenue #04-00, Shell House, Singapore 239920, and,
where the context so admits, includes its successors and assigns.
"Completion" has the meaning given to it in Article 26.1.
"Completion Date" means the date stated In a Provisional
Acceptance Certificate as that on which Completion of the whole of
the Permanent Works took place or, In the case of sectional
completion, the date stated in the certificate relating to the relevant
section.
"Complex" Is defined as follows:
(a) where the Project is the Bukom Modifications Project:
"Complex" comprises HVU5, SRU6, HCU, HDS2,
modifications and interconnections referred to in (a) of the
definition of "Project";
(b) where the Project Is the MEG Project: "Complex" is a new
mono ethylene glycol complex to be constructed on Jurong
Island;
(c) where the Project is the ECC Project: "Complex" is a new
ethylene cracker complex to be constructed on Pulau Ular.
"Consequential Loss" means loss of profits or anticipated profits,
loss of revenue, or other similar loss.
ICISVSIGTCSvsRev4.1
4
"Construction Equipment" means all tools, lifting and other
equipment, transport, other construction plant, marine craft,
temporary buildings, consumable items and other appliances or
things of whatever nature required by the Contractor or any
Subcontractor for the performance of the Works but does not include
Materials or other things intended to form or forming part of the
Permanent Works.
"Contract" comprises:
(a) Attachment 1 to these General Terms and Conditions - Shell
General Business Principles;
(b) Attachment 2 to these General Terms and Conditions -
Health, Safety, Security and Environment Policies;
(c) Attachment 3 to these General Terms and Conditions - Form
of Standby Letter of Credit;
(d) Attachment 4 to these General Terms and Conditions - Form
of Parent Company Guarantee and Legal Opinion;
(e) Appendix 1 to the Form of Agreement - Secrecy Declaration;
(f) Appendix 2 to the Form of Agreement - Technical
Specification;
(g) Appendix 3 to the Form of Agreement - Schedule of Rates
and Prices;
(h) Appendix 4 to the Form of Agreement - Milestones and
Milestones Dates;
(i) the Form of Agreement; and
0) these General Terms and Conditions.
The documents constituting the Contract shall be construed as a
whole and taken as mutually explanatory. Without prejudice to the
generality of the foregoing:
(i) where different clauses in the Contract appear to impose on
the Contractor obligations of different stringency but on the
same subject matter, the Contractor shall perform all the
obligations in such a way that even the most stringent
obligation Is complied with;
(Ii) In the event of any conflict or ambiguity between any of the
documents constituting the Contract which cannot be
resolved as aforesaid, they shall be given precedence in the
order specified In the Form of Agreement, or in the absence
of such specification, In the order listed above.
"Contractor" has the meaning given to it in the Form of Agreement.
"Contract Price" has the meaning given to it in Article 32.
"Defects Correction Period" means a period:
(a) commencing from the Completion Date stated In the
Provisional Acceptance Certificate (or, if Provisional
Acceptance Certificates are issued for sections of the
Permanent Works, the Completion Date stated in the last of
such certificates);
and
(b) ending eighteen (18) months after RFSU.
"Effective Date" means the date stated in the Form of Agreement to
JClSVSIGTCSvsRev4.1

be that upon which the Contract becomes effective or, in the event of
the earlier issue of a "Letter of Intenf' for the Works by the Company,
the effective date stated in the "Letter of Intent", or, in the absence of
any "Letter of Intent" and any date stated in the Form of Agreement,
the date on which both parties have signed the Contract.
"EPCM Contractor" has the meaning given to it in Article 2.1, and is
identified in the Form of Agreement.
"Final Acceptance Certificate" means the document issued
pursuant and subject to Article 28.6.
"Force Majeure Event" has the meaning given to it In Article 39.
"Free-issue Items" means equipment, materials and any other items
provided to the Contractor free of charge by, or on behalf of, the
Company to pursuant to Article 30 and as detailed in the Technical
Specification.
"Intettectual Property" means:
(a) patents, trade marks, service marks, rights in designs, trade
names, copyrights and topography rights, in each case
whether registered or not;
(b) applications for registration of any of them;
(c) rights under licences and consents in relation to any of them;
(d) rights in confidential information;
(e) ali forms of protection of a similar nature or having equivalent
or similar effect to any of them which may subsist anywhere
in the world.
"Laws" means any national, international, provincial or municipal
ordinance, regulation, by-law, rule, code, direction, statutes,
judgments or orders of courts, any Approval including but not limited
to any conditions attached thereto, or other law applicable in
Singapore or any other place where the Works or any part thereof Is
to be performed and imposed by any Authorities.
"Materials" means ali materials, equipment, supplies and other items,
intended to form part of, and/or required for the operation or
maintenance of, the Permanent Works, to be supplied by the
Contractor or a Subcontractor under the Contract. It does not include
Free-issue Items.
"Milestone" means a specified event (as set forth in Appendix 4 to
the Form of Agreement), other than Completion, which is required to
. be achieved by a predetermined date (the "Milestone Date").
"Payment Claim" has the meaning given to it In Article 33.1.
"Permanent Works" means the permanent structures, installations
and other works to be constructed and completed by the Contractor
in accordance with the Contract.
"Programme of Works" means the detailed programme referred to in
Article 19.
"Project" means either (a), (b) or (c) below as may be specified in
the Form of Agreement:
IClSVSIGTCSvsRev4.1 6
(a) the project for the design and construction of the fOllowing on
Pulau Bukom Besar:
(i) a new high vacuum unit number 5 (HVU5);
(ii) a new sulphur recovery unit 6 (SRU6);
(iii) a revamped hydrocracker complex (HCU);
(iv) a revamped hydro-desulphuriser number 2 (HDS2);
and for the design and making of:
(v) modifications (including but not limited to additions) to
the Company's. refinery complex at Pulau Bukom
Besar, Pulau Bukom Kechil and Pulau Ular ("Bukom
Refinery Complex"); and
(vi) interconnections between the new ethylene cracker
complex and the Bukom Refinery Complex;
(collectively "Bukom Modifications Project");
(b) the project for the design and construction of a new mono
ethylene glycol complex on Jurong Island ("MEG Project");
(c) the project for the design and construction of a new ethylene
cracker complex on Pulau Ular ("ECC Project").
"Provisional Acceptance Certificate" means the document together
with a list of outstanding Items, if any, issued pursuant and subject to
Article 26 which document states that Completion of the Perm.anent
Works, or a specified section thereof, has been achieved and stating
the date upon which Completion took place. The term "Provisional
Acceptance" may be construed accordingly.
"RFSU" means the date notified by the Company to the Contractor as
the date when the Complex has achieved Ready for Start Up
pursuant to the contract referred to in Article 2.1.
"Scheduled Completion Date" means the date on which the
Company plans to have ail Permanent Works Completed, as may be
extended pursuant to Article 31.
"Schedule of Rates and Prices" means the schedule(s) of rates and
prices (including but not limited to, lump sums, unit rates, daywork
rates, bills of quantities, payment schedules, and the like) set forth In
Appendix 3 to the Form of Agreement.
"Secrecy Declaration" means the Secrecy Declaration for Houdini
Project signed by the Contractor and the Company, a copy of which
is attached as Appendix 1 to the Form of Agreement.
"Subcontract" means any contract between the Contractor and a
Subcontractor or between a Subcontractor and another
Subcontractor for the performance of any portion of the Works or
supply of Materials.
"Subcontractor" means any person, consultant or company of any
tier (other than the Company or the Contractor) performing any
portion of the Works under a Subcontract.
IC1SVSIGTCSvsRev4. t
7
"Technical Adviser" means Shell Global Solutions International B.V.,
a company organised and existing under the laws of The Netherlands
and having its registered office at Carel van Bylandtlaan 3D, The
Hague, The Netherlands (hereinafter referred to as), and Shell Global
Solutions (Malaysia) Sdn Bhd whioh both act as technical adviser to
and authorised representative of the Company in connection with the
Project.
"Technical Specification" means the requisition(s) and drawings
together with all other specifications, procedures and technical
requirements contained or listed in Appendix 2 to the Form of
Agreement and any modification thereof or additions thereto
furnished and Issued to the Contractor by or on behalf of the
Company.
"Temporary Works" means all temporary works or facilities of every
kind required for or In connection with the performance of the Works.
"Variation" means any modification or alteration of, amendment or
addition to, or deletion from the Works, or changes in the method or
sequence of the Works,ln accordance with Article 31.
"Variation Order" means a document Issued in accordance with
Article 31.5 which specifies Variations, and/or adjustments to the
Contract Price and/or Scheduled Completion Date.
"Work Site" means the site described In the Technical Specification
where the Complex is to be constructed and any other sites made
available by the Company for construction related activities.
1.2 Throughout the Contract except where the context shows otherwise:
(a) Words in the singular also include the plural, and vice versa, where
appropriate.
(b) Words importing the masculine gender also mean the feminine and
neuter genders.
(c) The "personnel" of a party or other person inclUdes but Is not limited
to all directors, officers, agents of such party or other person, and all
persons employed, hired and/or otherwise engaged by such party or
other person PROVIDED THAT the following shall not be considered
the personnel of the Company, Affiliates of Company or Technical
Adviser:
(i)
(ii)
(iii)
ICISVSIGTCSvsRev4. I
the EPCM Contractor and its personnel;
any party who has entered into a contract with the Company
for the sale of goods (whether with or without also supplying
site services in respect of such goods), and such party's
personnel; and
any party who has entered into a contract for services with
the Company, and such party's personnel. .
8
(d) The terms "month", "monthly", "quarterly", "year", "yearly",
"annual" or "annually" and any other references to time shall be
construed by reference to the Gregorian calendar and any reference
to day or dally shall be construed to mean a twenty four hour period
beginning at 00:00 hours and ending at 24:00 hours in Singapore
(local time);
1.3 The headings and sub-headings in the Contract are for convenience only.
They are not to be used In the Interpretation or construction of the Contract.
1.4 The United Nations Convention on Contracts for the International Sales of
Goods shall not apply.
1.5 References in the Contract to any law written or otherwise shall be construed
as references to the law as they may be amended or re-enacted from time to
time.
1.6 (a) Affiliates of Company and the Technical Adviser shall be entitled by
virtue of the Contracts (Rights of Third Parties) Act to enforce the
benefits conferred on them by the Contract.
(b) Except as provided in paragraph (a) above, no term of the Contract,
shall be enforceable, by virtue of the Contracts (Rights of Third
Parties) Act 2001, by any person who is not a party to the Contract.
(c) The consent of Affiliates of Company and the Technical Adviser shall
not be required for the variation or termination of the Contract, even if
that variation or termination affects the benefit conferred on them.
1.7 If the Contractor comprises two or more persons (legal or natural):
(a) these persons shall be deemed to be jointly and severally liable to
the Company for the performance of each of the Contractor's
obligations under the Contract;
(b) any liability of the Contractor under the Contract shall be deemed
the joint and several liability of each such person;
(c) these persons shall by written notice to the Company signed by all of
them designate only one such person ("Leader"):
(i) with the power individually to bind any or ali of such
persons; and
(ii)
IC\SVS\GTCSvsRev4.1
to send and
authorisation,
communication
Therefore:
receive instruction, notification, agreement,
approval, acknowledgement or other
on behalf of any or all such persons.
9
(1) any instruction, notification, agreement,
authorisation, approval, acknowledgement or other
communication sent by and on behalf of the
Contractor shall be signed at least by or on behalf of
the Leader (except for invoices and the notices to
designate the bank account under Article 1.7(e)
which shall be signed by all such persons), and
once so signed, regardless of any dispute among
one or more of such persons and whether or not the
Company is aware of any such dispute, the
Instruction, notification, agreement, authorisation,
approval, acknowledgement or other communication
is deemed given on behalf of all of such persons
even though not signed by or on behalf of one or
more of such persons who Is not the Leader;
(2) any. instruction, notification, agreement,
authorisation, approval, acknowledgement or other
communication given by the Company to the Leader
shall be deemed to be given to all such persons;
(d) performance of any of the Company's obligations to one such
person shall be deemed to be performance of that obligation to all
such persons;
(e) these persons shall by written notice to the Company signed by all of
them designate only one bank account for payment of all amounts
payable to the Contractor under or In connection with the Contract.
Unless such designation has been made, notwithstanding any other
provision in the Contract, the Company shall have no obligation to
make payment of any amount which is due to the Contractor under
or in connection with the Contract;
(I) without prejudice to the generality of Article 1.7(d), the Company
may make payment of any amount due to the Contractor into the
bank account designated under Article 1.7(e), without enquiry as to
whether and/or how the amount paid will be apportioned between
these persons and/or whether any such apportionment is
subsequently effected;
(g) the Company shall be entitled to grant time or any other Indulgence,
concession, composition, release or waiver to any such person,
without affecting the liability of any other such person; and
(h) the Contractor shall not without the Company's prior written consent,
change the number of persons or the identity of the persons
comprising the Contractor, whether by inclusion or retirement,
termination, or resignation of any person, or otherwise;
(i) the Company's right of or withholding or set off under the Contract
may be exercised as between:
(1)
ICISVSIGTCSvsRev4.1
any amount which the Company claims is owed to the
Company by one of these persons and any amount owed by
the Company to another of these persons; and/or
10
(2) any amount which the Company claims is owed to the
Company by one of these persons and any amount owed by
the Company to the same person;
OJ the parent company guarantee to be given under Article 10.5 shall
be given by the respective parent companies of every one of such
persons, and shall provide for such parent companies to be jointly
and severally liable to the Company.
2. EPCM CONTRACTOR
2.1 The Company or an Affiliate of Company has entered into or will be entering
Into a contract for engineering, procurement, and construction management
services for the Project with a counter party ("EPCM Contractor"). The
EPCM Contractor's tasks under such contract includes but is not limited to:
(a) the supervision and coordination of activities undertaken;
(b) the rendering of such assistance as may be required;
by all third parties providing services or goods for the Project, including but
not limited to the Contractor.
To this end the Company has authorised the EPCM Contractor to, on the
behalf of the Company:
(I) receive notices, documents, proposals, applications, or other items or
communications, under or in connection with the Contract from;
(ii) Issue instructions, authorisations or decisions to;
(iii) express an opinion to;
(iv) give or refuse approvals or consents to;
(v) review, consider or comment on any document, proposal, application
or other item submitted by; and
(vi) exercise the Company's rights and perform the Company's
obligations under the Contract, and in other ways to act for and on
behalf of the Company towards;
the Contractor, as may be reasonably required for the timely and satisfactory
completion of the Project.
2.2 NotWithstanding Article 2.1, the Contractor is aware that the EPCM
Contractor has no authority to, on behalf of the Company:
(a) waive any rights of the Company or Affiliate of Company;
(b) release the Contractor from any of its obligations; or
(c) receive any money;
under or in connection with the Contract, amend the Contract, give the
consent required under Article 4.2, issue any notice of termination, or issue
Variation Orders which exceed the value stated in the Form of Agreement, if
any.
IClSVS\GTCSvsRev4.1
11
2.3 The Contractor shall:
(a) comply with the instructions and directions that the EPCM Contractor
acting In the capacity and within the boundaries of its mandate as
described above, may issue;
(b) render to the EPCM Contractor any services which the Contractor is
obliged to render to the Company under the Contract;
(c) direct to the EPCM Contractor any communication which the
Contractor wishes to make to the Company in accordance with
Article 45, unless otherwise specified by the Company.
2.4 The Contractor shall comply with the EPCM Contractor's instructions,
authorisations, notices, decisions and directions on all matters relating to the
Permanent Works or the performance of the Works (which, subject to Article
2.5, shall be in writing) withQut adjustment to the Contract Price and/or any
Scheduled Completion Date unless such adjustment is provided for In a
Variation Order.
2.5 If for practical reasons it is necessary for the EPCM Contractor to give any
Instruction orally, the instruction shall be confirmed in writing by the EPCM
Contractor within five (5) working days. Provided that the Contractor has
given the EPCM Contractor not less than twenty-four (24) hours notice to
rectify the matter, failure of the EPCM Contractor to provide timely
confirmation of an oral instruction shall entitle the Contractor to treat the
instruction as null and void. Nevertheless, oral Instructions which require
immediate execution for reasons of safety or security shall be deemed to
have been confirmed Irrespective of any subsequent failure of the EPCM
Contractor to provide written confirmation.
2.6 Notwithstanding authorisation of the EPCM Contractor under this Article 2,
the Company may at any time, by giving written notice to the Contractor, itself
exercise any of the rights or remedies under or in connection with the
Contract conferred on the Company.
]C\SVSIGTCSvsRev4. ]
.12
3. INDEPENDENT CONTRACTOR
The Contractor shall, in performing the Works and its other obligations under
the Contract, be an independent contractor and not the agent or employee of
the Company or EPCM Contractor. Neither the Company nor the EPCM
Contractor shall have any authority to supervise the personnel of the
Contractor or Subcontractors. Subject to the provisions of the Contract, the
Works shall be performed entirely under the supervision and control of the
Contractor. The Contractor shall not have authority to make statements,
representations or commitments of any kind or take any other actions which
would be binding upon the Company or the EPCM Contractor.
4. TRANSFER OF RIGHTSIOBLIGATIONS
4.1 The Company may transfer its rights andlor obligations under the Contract in
whole or in part:
(a) without the consent of the Contractor, to any Affiliate of Company, by
giving notice to the Contractor; and
(b) to any other party with the written consent of the Contractor which
consent shall not be unreasonably withheld.
4.2 The Contractor shall not transfer any of its rights or obligations under the
Contract in whole or in part, Including, but not limited to, any right to be paid
monies under the Contract, unless it has obtained the Company's prior
written consent.
4.3 Any party to whom any rights or obligations under the Contract are
transferred (the "transferee") shall be bound by all the provisions of the
Contract. No transfer shall be valid and have any effect unless it has been
executed simultaneously with a separate specific agreement between the
transferee and the non-transferring party to the effect that the transferee
accepts and agrees to be fully and unconditionally bound by the Contract.
4.4 The Contractor shall arrange that, in the event of terminalion under Article 38,
any rights and titles (together with the obligations connected with such rights
and titles) relating to the Works which it may directly or indirectly acquire from
third parties can, if so required by the Company, be assigned to the Company
(or to a party nominated by the Company) by the Company giving written
notice to any such third party.
5. SUBCONTRACTING
5.1 In no circumstances shall the Contractor Subcontract the whole of the Works.
Furthermore, the Contractor shall not Subcontract any part of the Works
without the Company's prior written consent as to the choice of the
Subcontractor, the part of the Works which will be covered under the
Subcontract, an estimate of the amount due under the Subcontract and any
other detail, term or condition which the Company wishes to attach Its prior
written consent in each such case.
5.2 The Contractor shall only enter into Subcontracts in its own name and at its
own risk. No subcontract shall bind or purport to bind the Subcontractor to the
Company and, except in the event of assignment to the Company pursuant to
Article 4.4, the Subcontractors shall be responsible to the Contractor and not
to the Company.
JClSVS\GTCSvsRev4.1
13
5.3 The Contractor shall ensure that the obligations of the Contractor and the
rights and remedies of the Company under the Contract, and the
requirements of the Contract, are effectively provided for in any Subcontract.
Without prejudice to the generality of the foregoing, each Subcontract shall
contain provisions:
(a) which allow the Company at its option to have the Contractor's
benefits under the Subcontracts to be assigned to the Company or to
any party nominated by the Company;
(b) providing for its immediate suspension or termination (as the case
may be) In the event of suspension or termination of the whole or part
of the Works under the Contract; and
(c) corresponding to those In Articles 8.11, 9.3, 29, 33.2, 36, and 43.
5.4 the Contractor shall not be rEllieved of any of its liabilities or obligations under
the Contract or at law in respect of any Works which may be performed by a
Subcontractor. The Contractor shall be responsible for the acts and
omissions (whether or not authorised by the Contractor) of any Subcontractor
and its personnel as if they were the Contractor's own acts or omissions.
5.5 Without prejudice to the Company's rights and remedies under the Contract
or at law, if any failure or alleged failure by the Contractor to pay any amount
under a Subcontract to any Subcontractor may result in delay or any other
adverse effect on the Works, the Company may give the Contractor notice to
pay the Subcontractor. If the Contractor does not within seven (7) days of
such notice either make the payment or demonstrate that it has a valid
contractual right to withhold the payment, the Company shall have the right to
pay the amount directly to the Subcontractor, to deduct the amounts from any
monies due to the Contractor under the Contract, and to adjust the Contract
Price accordingly by way of a Variation Order.
6. DISCREPANCY IN CONTRACT DOCUMENTS
6.1 If it becomes aware of any error, omission, discrepancy, contradiction or
ambiguity in the documents constituting the Contract, then, prior to
proceeding with any affected part of the Works, the Contractor shall promptly
inform the Company and request an Instruction as to how to proceed. The
Company shall provide the Contractor with an appropriate instruction and, if
justified, issue a Variation Order.
If the Contractor, having advised the Company of an error, omiSSion,
discrepancy, contradiction or ambiguity in the Contract Documents,
nevertheless proceeds without having received any instruction on the matter
from the Company, any additional costs and expenses incurred by the
Contractor as the result of so proceeding, shall be for the Contractor's
account.
6.2 If the Company becomes aware of any error, omiSSion, discrepancy,
contradiction or ambiguity in the documents constituting the Contract, it shall
advise the Contractor accordingly and, as soon as reasonably practicable,
instruct the Contractor how to proceed and, if justified, issue a Variation
Order.
IClSVs\GTCSvsRev4.!
14
7. WORK SITE AVAILABILITY AND USE
7.1 Subject to compliance with Articles 7.6 and 9.1 by the Contractor,
Subcontractors and the persons referred to in Article 7.6, the Company shall
allow them access to the Work Site at such limes and to such extent as is
reasonably necessary for them to perform the Contractor's obligations under
the Contract. Access may not be exclusive.
7.2 The Company shall have the right to use any portion of the Work Site and/or
its adjacent property (if any) for its own purposes and may employ other
contractors or deploy its own personnel to carry out other operations
concurrent with the Works. The Contractor shall be deemed to have made
provision in its rates and prices for working in close proximity to and In liaison
with such other contractors or Company's personnel. Without prejudice to the
foregoing, the Contractor shall co-operate with, and use all reasonable
endeavours to co-ordinate its activities with those of, such other contractors
and Company's personnel.
7.3 The Company may refuse any person admission to the Company's property
or the Work Site or exclude any person from performing any part of the
Works pursuant to Articles 12.2(b) and (c) and the Contractor shall co-
operate with the Company should it exercise either of these rights.
7.4 The Company shall, at its own expense, be responsible for obtaining, or
having obtained on its behalf, such licenses, consenis and permits that the
Company is required by law to possess to locate, construct, maintain and
operate the Complex.
7.5 The Company maY,by means of a Variation Order, take temporary
possession of and use partially completed parts of the Permanent Works.
Temporary possession by the Company shall not be deemed an
acknowledgement of the Completion of such parts of the Permanent Works
and the provisions of Article 16 shall continue to apply in respect of such
parts of the Permanent Works.
7.6 The Contractor shall apply to the Company, in accordance with such
procedures as may be prescribed by the Company, for permission to enter
any premises owned or occupied by the Company, for each of its and the
Subcontractors personnel, and other persons required by the Contractor to
enter in connection with the Works.
7.7 The Contractor shall ensure that the persons referred to in Article 7.6 follow
any route prescribed by the Company if any.
8. CONTRACTOR'S GENERAL RESPONSIBILITIES
8.1 The Contractor shall, with due care and diligence, and fully in accordance
with the Contract:
(a) perform the Works and/or construct and complete the Permanent
Works; and
IClSVS\GTCSvsRev4.1
15
(b) provide all testing, engineering, management and construction
supervision services, labour, Construction Equipment, Materials (and
engineering, procurement and other services related to provision of
Materials), Temporary Works, transport to and from and in or about
the Work Site, and everything else, whether of a temporary or
permanent nature, required for such construction and completion
whether or not expressly specified in the Contract, unless the
Contract expressly states that the Company shall provide them.
The Contractor shall ensure that no other work it undertakes under
any other contract shall adversely affect its ability to provide
adequate resources or otherwise Impede Its ability to fulfil its
obligations to perform the Works.
8.2 The Contractor warrants and represents that:
(a) it shall exercise all toe skill, care and diligence to be expected of a
properly qualified and competent contractor experienced in carrying
out works of a similar scope, nature and size;
(b) it shall employ sound management, engineering, construction and
other practices and procedures In the performance of the Works and
co-operate with the Company so as to forward and protect the
Interests of the Company;
(c) It has the experience and capability to perform the Works in
accordance with the Contract and, in particular, that It has, or has
unrestricted access to adequate and appropriate human, material,
equipment and other resources for it to fulfil the obligations set forth
in Article 8.1; and
(d) the Works will be performed in a sound manner and in accordance
with the Contract.
8.3 The Contractor is charged with the responsibility for the adequacy, sufficiency
and accuracy of each and every part of the Works. The Contractor
acknowledges that, as part of this responsibility, it shall keep the Company
informed of any real or potential consequences and risks associated with, or
arising out of, any engineering services or design input forming part of the
Works or any risk associated with the performance of the Works generally.
8.4 The Contractor shall consult with, advise and keep the Company informed
with respect to questions arising in connection with the Contract.
8.5 The Contractor shall at all times co-operate with the Company and (in
accordance with Article 2) with the EPCM Contractor.
8.6 If the Contract requires the Contractor to obtain the prior consent, approval or
authorisation of the Company before proceeding with any activity, and the
Contractor proceeds with the activity without the requisite prior consent
approval or authorisation, any additional costs and expenses incurred as the
result of so proceeding shall be for the Contractor's account.
[C\SVSIGTCSvsRev4.1
16
8.7 The Contractor shall furnish to the Company such copies as may be specified
in the Contract, and such other copies as may reasonably be requested by
the Company, of detail and working drawings, specifications, engineering
calculations, subcontracts and other documents prepared by the Contractor
or its Subcontractors In the course of performing the Works.
8.8 The Contractor shall be responsible for complying with all procedures,
including but not limited to the obtaining of import, export or re-export
licenses and the provision (in correct format and in a timely manner) of such
information as may be required by the Authorities, in connection with the
importation, exportation and re- exportation of Materials and Construction
Equipment into and out of Singapore.
8.9 The Contractor shall use and cause Subcontractors to use such Construction
Equipment as Is adequate, in quality, capacity and number, to carry out the
Works in accordance with the Contract. If, in the opinion of the Company, the
Construction Equipment gen!)rally or any item thereof is inadequate for the
proper performance of the Works, and the Contractor has not taken any steps
to remedy such inadequacy, the Company shall have the right to instruct the
Contractor to provide, or arrange for the Subcontractor to provide, additional
or replacement Construction Equipment to the Company's satisfaction and at
no additional cost to the Company.
8.10 The Contractor shall take steps to maintain and preserve all existing
installations on the Work Site, including, but not limited to, land survey marks,
underground and above ground electric cables, pipelines, water pipes,
drainage, and the like.
8.11 The Contractor shall establish a quality assurance ("QA") system in
accordance with the requirements set out in the Contract. Compliance with
an approved QA system shall not relieve the Contractor from any of its other
liabilities or obligations under the Contract or at law.
The Contractor shall, within the confines of the Contract, allow the Company's
QA auditors full access to personnel, documentation and records for the
purpose of conducting "Quality Assurance" audits If non-conformities are
Identified during such audits, the Contractor shall undertake the corrective
actions as required by the QA auditors within agreed time limits.
8.12 The Contractor shall promptly disclose to the Company any information, or
the details of any circumstance, which may have a bearing upon the
performance of the Works, whether relating to the Contractor's performance
of the Works or to any of its other activities outside the ambit of the Contract,
which a prudent and responsible contractor might be expected to disclose to
Its client.
9. COMPLIANCE WITH LAWS
9.1 The Contractor shall, and shall cause or procure the Subcontractors, and the
personnel of the Contractor and Subcontractors to, In the performance of the
Contract:
(a) comply with:
IClSVSIGTCSvsRev4.1
17
(i) the Company's business principles as set out in Attachment
1 to these General Terms and Conditions, and shall not carry
out or permit acts or omissions that may cause the Company
to be in non-compliance with such business principles in
relation to the performance of the Contractor's obligations
under the Contract;
(iI) Laws and Approvals, and the Company's policies, and rules
and regulations (whether regarding the issues set out in the
business principles as set out in Attachment 1 to these
General Terms and Conditions, or the policies set out in
Attachment 2 to General Terms and Conditions, or
otherwise), as may be amended from time to time; and
(iii) all applicable local, national and international standards or
codes of practice, whichever are the more stringent, in
respect of bealth, safety, security and the environment,
unless specified otherwise; and
(b) take all necessary safety precautions in order to protect all persons
and property whatsoever.
9.2 The Contractor acknowledges the Company's strong commitment to safety
and confirms that it has a written policy as to safety, which is of a standard
comparable to the Company's safety policy and which is actively supported
by the management of the Contractor.
9.3 The Contractor shall defend, Indemnify and hold harmless the Company,
Technical Adviser, Affiliates of Company, EPCM Contractor, and the
personnel of the Company, Technical Adviser, Affiliates of Company and
EPCM Contractor from and against any and all loss, liability, damage, claim,
demand, action, proceedings, costs or expenses (including but not limited to
legal costs on an Indemnity basis), arising from or In connection with any
failure by the Contractor, any Subcontractor, or any personnel of the
Contractor or any Subcontractor to comply with the foregoing provisions of
Article 9.
9.4 The Contractor shall promptly perform or re-perform any part of the Works
not performed in compliance with Article 9.1 in such manner so as to ensure
that any downtime or delay to the Project is kept to a minimum, whether such
non-compliance is discovered before or after Completion. Any cost or
expense incurred by the Contractor In connection with such re-performance
shall be for the Contractor's account.
9.3 The Contractor confirms that it is properly qualified, registered and/or
licensed to do business in Singapore or any other country or state where any
part of the Works is to be performed, and that it is free of any legal
impediment that might prevent or delay its performance of the Works under
the Contract.
The Contractor shall obtain any permits and. authorisations for the
performance of its obligations under the Contract which must be obtained In
its name, and shall give such notices as are to be given by it in respect of the
Works or Contract, as required by Laws.
ICISVSIGTCSvsRev4.1
18
9.4 The Contractor shall use all reasonable endeavours to discover any conflicts
between Laws and the Contract or any other documents or information
supplied by or on behalf of the Company. If the Contractor discovers any
such conflicts, it shall promptly notify the Company and shall not proceed with
the affected part of the Works without notice from the Company either that:
(a) the relevant Technical Specification, document or information has
been revised to comply with applicable Laws, or
(b) a concession in respect of the relevant Laws has been granted for the
Project.
Any additional costs and expenses incurred by the Contractor, as the result of
proceeding without such notice, shall be for the Contractor's account.
9.5 The Contractor shall regularly monitor its and the Subcontractors' personnel
for compliance with this Artjcle g, and promptly notify the Company if it
becomes aware of any failure on its behalf or of any Subcontractor to comply
with any of the requirements of this Article g.
10. SECURITY FOR PERFORMANCE
10.1 The Contractor shall at the Contractor's own expense provide the Company
with a Standby Letter of Credit ("SBlC") which shall:
(a) be Issued by a bank which is located In Singapore, approved by the
Company, and of at least AA- Standard & Poor's rating or equivalent
from other rating agencies ("Bank");
(b) be in the format set out in Attachment 3 to these General Terms and
Conditions or such other format as may be acceptable to the
Company;
(c) be for the fulfilment of all of the Contractor's obligations under or in
connection with the Contract, including but not limited to:
(I) those for the due and timely performance of the Works; and
(ii) all payment obligations;
(d) be valid for a period up to and including at least three (3) months
after the issue of the Final Acceptance Certificate. An estimate of the
date of issue of the Final Acceptance Certificate made at the time the
Contract is signed is given In the Form of Agreement, and may be
revised by the Company from time to time and at any time.
The Contractor shall make arrangements such that, within seven (7)
days of:
(i) knowing the actual date of issue of the Final Acceptance
Certificate; or
(iI) the Company revising the estimate to a later date;
the validity period of the SBlC is amended to comply with this Article
10.1(d). However, the validity period of the SBLC shall not be
amended if the Company revises the estimate to an earlier date;
(e) allow for payment up to ten percent (10%) of the Contract Price.
ICISVSIGTCSvsRev4.1
19
10.2 . If, at any time and from time to time:
(a) ten percent (10%) of the current Contract Price exceeds the
maximum sum currently secured under the SBLC by ten percent
(10%) or more, the Contractor shall make arrangements so that,
within seven (7) days, the Bank's liability under the SBLC is
Increased to ten percent (10%) of the current Contract Price.
(b) the Company notifies the Contractor in writing that the Bank is no
longer approved by the Company, the Contractor shall within seven
(7) days furnish the Company with a new SBLC, which complies with
all the requirements set out in Article 10.1, to replace the existing
SBLC. Upon receipt of the new SBLC, the Company shall return the
existing SBLC to the Contractor.
10.3 The Company shall, without. prejudice to its rights and remedies under the
Contract or at law, be entitled to withhold, from any amount which Is payable or
becoming payable to the Contractor or otherwise payable, up to a sum equal to
the amount:
(a) which should be secured by the extended SBLC referred to in Article
10.1(d), until the extension is made;
(b) by which, according to Article 10.2(a), the Bank's liability should be
increased, until it is so increased;
(c) which should be secured under the new SBLC referred to in Article
10.2(b), until receipt of the new SBLC;
10.4 For the avoidance of doubt, in the case of breach of Articles 10.1(d), 10.2(a)
or 10.2(b), the Company shall, without prejudice to its rights and remedies
under the Contract or at law, be entitled to make a demand upon the SBLC for
an amount equal to the unused portion of the SBLC.
10.5 NotWithstanding anything in the Contract, the Contractor shall not be entitled
to submit any Payment Claim, and the Company shall not be under any
obligation to make any payment to the Contractor, until such time as the
Company has received all of the following:
(a) an SBLC which is in accordance with Article 10;
(b) a parent company guarantee and a legal opinion on the parent
company guarantee, in the formats set out In Attachment 4.
11. SUFFICIENCY OF TENDER
11.1 The Conlractor is deemed to have fully satisfied itself as to its obligations
under the Contract, including but not limited to the nature and extent of the
work, services, equipment and materials necessary for the completion of the
Works and of all risks, contingencies, physical and other matters which could
influence or affect its tender and/or affect its progress or performance, and as
to the correctness and sufficiency of all lump sums, unit rates and other
prices contained in the Contract. Furthermore, the Contractor shall hold the
Company harmless against, and not be entitled to any compensation In
respect of, the consequences of any error or omission it may have made in
the preparation of its tendered lump sums, unit rates and/or other prices ..
rasvSIGTCSvsRev4.1
20
11.2 Without prejudice to the generality of Article 11.1, the Contractor shall be
deemed:
(a) to have inspected the Work Site and its surroundings and all
available information relating thereto (including but not limited to any
such information provided by or on behalf of the Company), and
(b) to have satisfied itself, before submitting its tender, as to the form
and nature of the Work Site and its surroundings, Including but not
limited to the geological and subsurface conditions, the hydrological
and climatic conditions, the extent and nature of work and materials
necessary for the completion of the Works, the means of access to
and within the Work Site, the means of communication with and
within the Work Site, and the accommodation it may require, and
(c) generally to have obtained all necessary information as to risks,
contingencies and aJI other circumstances which may influence or
affect its tender.
Furthermore, the Contractor shall be deemed to have taken into account,
prior to entering Into the Contract, any further information provided by the
Company before the Effective Date.
No failure by the Contractor to become knowledgeable about or to discover
matters which affect the Works shall relieve it of its liabilities or obligations
under the Contract or at law.
11.3 The Contractor accepts the Work Site and its surroundings as being suitable
for the performance of the Works.
11.4 Whilst all reasonable efforts shall have been made to ensure that any
information provided by or on behalf of the Company is accurate, the
Company shall not be responsible for the accuracy or sufficiency of such
information unless the Company specifically states in writing that it does
accept responsibility for the accuracy of a particular item of information.
11.5 If the Contractor encounters physical obstructions, ground contamination or
other sub-surface conditions at the Work Site which materially and
significantly differ from those whose presence could reasonably have been
determined by inspection of the Work Site, frqm information provided by the
Company (including, but not limited to the Technical Specification), or from
any information otherwise available to the Contractor, In compliance with
Article 11.1, it shall not disturb the area where such said conditions have
been encountered but shall promptly notify the Company. The Contractor
shall only proceed with the affected part of the Works when it has received
written authorisation to do so from the Company.
If the Company considers that the obstructions, contamination or conditions
encountered could not have been foreseen by any experienced contractor
using its best endeavours to determine and/or predict them, the Company
may issue an appropriate Variation Order if justified under the criteria set
forth in Article 31.5. However, if the Contractor proceeds with the affected
part of the Works without proper authorisation, no Variation Order shall be
allowed In respect of any additional costs or expenses incurred as a result of
proceeding, which shall be for the Contractor's account.
ICISVSIGTCSvsRev4.1
21
11.6 The Company shall not be liable to the Contractor for claims for additional
payments, whether iJnder the Contract or otherwise, on account of matters
affecting the Works, and/or any associated activities, which the Contractor:
(a) should have determined and understood prior to submission of its
tender for the performance of the Works on the basis of information
provided by or on behalf of the Company, or
(b) could reasonably be expected to have been aware of as an
experienced contractor in the field of the kind of works to be
performed under the Contract;
(c) is deemed under Articles 11.1 or 11.2 to have satisfied itself of or
done.
12. CONTRACTOR'S PERSONNEL
12.1 The Contractor shall nominate a senior member of its staff to represent it at
all times during the progress of the Works. He shall have overall
responsibility for performance of the Works and shall be present at the Work
Site during the construction of the Permanent Works. Communications from
the Company (or from the EPCM Contractor on behalf of the Company)
received by the Contractor's representative shall be deemed to have been
received by the Contractor. The Contractor shall not remove or replace its
representative without the Company's prior approval.
Subject to the prior written approval of the Company, the Contractor's
representative may delegate and/or re-assume any of his authority,
responsibility or duties.
12.2 (a) The Contractor shall ensure that sufficient competent, appropriately
experienced and physically fit staff and labour resources, whether
personnel of the Contractor or any Subcontractor, are continuously
available for the proper and timely performance of the Works,.
The Contractor undertakes to ensure that all labour employed upon
the Works is the best available in terms of competence and skill.
If the Company considers that the Contractor's staff or labour
resources are inadequate (whether because the requirements of
Article 12.2 are not met or otherwise) to supervise or perform the
Works, additional or replacement staff or labour shall be provided to
the satisfaction of the Company at no additional cost to the
Company.
(b) If in the opinion of the Company any personnel of the Contractor or of
any Subcontractor is guilty of misconduct, is incompetent or
negligent, or whose performance otherwise falls short of the
requirements of his job, does not comply with Article 9.1 or 13, or for
any other good reason Is considered undesirable, he shall, upon
receipt of written notice from the Company, be removed and promptly
replaced at the Contractor's expense.
IC\sVSIGTCSvsRev4.1
22
(c) If for reasons other than those given in (b) above, the Company
should require that any personnel of the Contractor or of any
Subcontractor be replaced, then the Company shall meet all the
costs of replacernent incurred by the Contractor. Conversely, if the
Contractor should wish to replace any personnel for its own
convenience and the Company agrees, then the Contractor shall
meet all the costs of replacement.
12.3 The Contractor shall use its best endeavours to ensure that its personnel who
have responsibility for business relationships with third parties, including but
not limited to personnel involved in the placement and administration of
Subcontracts, are permanent or other long-term employees.
12.4 The Contractor shall ensure that foreign workers whether personnel of the
Contractor or Subcontractors are in possession of valid work
permits/employment passes, appropriate medical clearances, immigration
and tax clearances, and any permission or authority that may be required for
them to visit or work at the Work Site or any other location where any part of
the Works is being carried out (collectively "employment clearances"). The
Contractor shall have the right at any time to require the Contractor to provide
formal evidence that any foreign worker is in possession of the employment
clearances.
The Company shall not be responsible nor have any liability under the
Contract for any cost, claim or charge incurred by the Contractor for the
obtaining of, or as the result of refusal by the Authorities to grant, the
employment clearances.
12.5 The Contractor shall not, and shall ensure that the Subcontractors do not,
without the Company's prior written consent, engage personnel of other
contractors working on the Work Site whether such contractors contracted
directly with the Company or are subcontractors to another party.
12.6 The Contractor's supervisory personnel shall be sufficiently conversant with
the English language so as to receive Instructions and oral reports in that
language. In particular, the knowledge of English of such personnel shall be
sufficient to enable them to understand and Immediately act upon any
instruction relating to the safe operating of any Construction Equipment or the
general safety of the Works.
12.7 The Contractor shall be fully responsible for ensuring that rates of pay and
conditions and terms of employmenUengagement for its Subcontractors'
personnel are compatible with those prevailing in the area of the Work Site
and that they do not conflict with any Laws.
12.8 Without limiting the general requirements of this Article 12, the Contractor
shall ensure, so far as is reasonably possible, that the personnel (if any)
identified In the Contract as key personnel continue to be employed In their
specified capacities for so long as they are required upon the Works and the
Contractor shall not remove any of such personnel from the Works without
the prior consent of the Company.
IC\SVS\GTCSvsRev4.1
23
12.9 The Contractor and any Subcontractor shall have due regard to such
industrial relations practices and procedures as may apply to the Work Site
and shall always act in such a manner as would be considered prudent in
fostering and maintaining orderly and productive relations with its personnel
and the personnel of other contractors at the Work Site. The Contractor shall
advise the Company of any potential industrial relations problem as soon as
the Contractor becomes aware of It.
12.10 The Contractor and any Subcontractor shall maintain good local community
relations and goodwill with the Authorities.
Furthermore, the Contractor and Subcontractor shall observe and pay full
deference to all locally recognised days of rest, festivals, religious or other
customs.
12.11 The Contractor has full responsibility for the payment of all salaries, wages,
commissions, allowances and other remuneration to the Subcontractors, and
Contractor's and Subcontractors' personnel, and for the deduction and
payment of the applicable taxes, legal, social, union fees and any other
burdens therefrom for remittance to the Authorities (whether tax, or social
Authorities or otherwise). The Contractor shall defend, indemnify and hold
harmless the Company from and against any liability resulting from failure by
the Contractor or Subcontractor to payor to pay timely any items referred to
In this Article 12.11, or failure to comply with the reporting or other procedural
requirements with respect to their payment. Any costs and expenses
(including but not limited to legal costs on an indemnity basis incurred by the
Company), interests, penalties or other liabilities arising from such failure
shall be solely for the Contractor's account.
12.12 The Contractor shall remove from the Work Site any of its or any
Subcontractor's personnel who refuse to comply with Article 9.1.
13. HEALTH. SAFETY. SECURITY AND ENVIRONMENT
13.1 The Contractor shall be responsible for health, safety, security, and
environmental matters relating to and during its performance of the Works
and shall ensure that it and any Subcontractors provide and maintain a safe,
secure and environmentally sound workplace wherever their activities are
carried out.
Without diminishing the Contractor's general responsibility for safety as set
out above, the Contractor shall take due notice of all instructions and/or
advice given by the Company's designated supervisors for health, safety,
security and/or the environment or their authorised representatives.
13.2 The Contractor shall appoint a competent, English-speaking person to act as
its "Safety Officer". The Safety Officer shall be responsible for ensuring that
the Contractor and Subcontractors comply with the provisions of this Article
13; he shall be authorised on behalf of the Contractor to give all such
instructions as may be necessary to ensure such compliance. The Safety
Officer, or a designated alternate, shall be readily available at all times during
the performance of the Works at the Work Site.
The ratio of the number of Contractor's safety supervisory personnel to that of
the overall labour force shall at no time be less than any ratio set forth in the
Contract.
JC\SVS\GTCSvsRev4.1
24
13.3 Neither compliance with the Company's policies, rules and regulations
regarding health, safety, security or the environment nor any review,
comment or approval by the Company (or the by EPCM Contractor on behalf
of the Company) of any of the Contractor's actions or procedures under such
policies, rules and regulations shall relieve the Contractor of its obligation to
use due care in the performance of the Works at all times.
13.4 The Contractor shall obtain such "permits to work" or similar formal
clearances, if any, as may be required for the performance of the Works from
the Company.
13.5 The Contractor shall not allow any condition or activity over which it has
control to be or to become hazardous, unsafe, unhealthy, environmentally
unsound or to pose a security risk. If the Contractor becomes aware of any
such condition or activity, it shall promptly notify the Company and proceed to
take necessary steps to overcome, diminish, or rectify the situation. The
Company will promptly notify the Contractor's Safety Officer if It becomes
aware of any such condition or activity before the Contractor.
If the Contractor does not promptly correct any hazardous, unsafe, unhealthy,
or environmentally unsound condition or activity or remove any security risk
within Its control, or in any other way fails to observe the requirements of this
Article 13 or Article 9, the Company may:
(a) stop all or part of the work being performed by the Contractor at the
Work Site, and
(b) take such action as may be necessary to correct the matter. The
cost of such action by the Company shall be for the Contractor's
account.
If the Contractor becomes aware of any hazardous, unsafe, unhealthy, or
environmentally unsound condition or activity over which it has no control, it
shall immediately inform the Company. The Company undertakes to take
such action as it can to correct the problem. The Contractor may suspend its
performance of any part of the Works affected by such hazardous, unsafe,
unhealthy or environmentally unsound condition or activity until the problem is
corrected.
13.6 The Contractor shall use all reasonable endeavours to ensure that its and the
Subcontractors' personnel are fit for the work that they will be required to
undertake In the prevailing climatic conditions. Where necessary, such
personnel shall be required to undergo medical examination and, In
appropriate circumstances, be subjected to drug and alcohol abuse
screening. The Contractor shall maintain readily accessible records of any
matters (for example: the carrying and/or use of prescribed medication or the
presence of a heart pacemaker) that might be relevant in an emergency.
13.7 The Contractor shall, at its own expense, provide all its and Subcontractor's
personnel with adequate safety training and all necessary personal protective
equipment, Including, but not limited to, appropriate overalls and/or other
protective clothing, safety boots, hard hats, safety harnesses, eye and ear
protection and gloves.
ICISVSIGTCSvsRev4.1
25
Without prejudice to the generality of the foregoing, if the Contractor is
advised by the Company, or otherwise considers, that there is any potential
risk or hazard to which any persons involved in the Works may be exposed,
the Contractor shall notify all such persons of such potential exposure and
the associated hazards. The Contractor shall furnish such persons with the
appropriate personal protective equipment and implement and enforce safe
operating practices to avoid any harmful exposure to toxic substances or
other hazardous materials.
13.8 The Contractor shall ensure that all Materials, Construction Equipment,
Temporary Works, temporary facilities, and other items used In performance
of the Works, whether owned, rented, or otherwise provided by the
Contractor or any Subcontractor are in a safe, sound and good condition and
capable of performing the functions for which they are Intended. The
Company may Inspect items of Construction Equipment when they are
brought onto the Work Site and at any time during the progress of the Works.
If any item provided by the Contractor or any Subcontractor is, In the
judgement of the Company, unsafe, the Contractor shall, at its own expense,
repair or replace it.
13.9 In no circumstances shall explosives be used in connection with the Works or
stored on or near the Work Site, nor shall burning of any material at the Work
Site be permitted, without the express prior written consent of the Company.
13.10 The Contractor shall at all times keep the Work Site in a clean and orderly
condition and free from waste materials and rubbish arising from its activities.
If the Contractor fails to maintain cleanliness to the satisfaction of the
Company, it shall have the right to arrange for the Work Site to be cleaned by
others and the cost thereof shall be for the account ofthe Contractor.
When the Works at the Work Site have been completed, the Contractor shall
clear away and remove all of its Construction Equipment, surplus material,
remaining rubbish and Temporary Works of every kind, including but not
limited to all temporary buildings and other facilities, and shall leave the
whole of the Work Site in a safe, clean and workmanlike condition to the
satisfaction of the Company.
13.13 The Contractor shall ensure that none of its or any Subcontractor's personnel
perform any of its obligations under the Contract under the influence of
intoxicating liquor, drugs or any other controlled substance or bring any of the
foregoing Items to the Work Site.
13.14 The Company shall have the right, without prior notice, to search the
possessions of, and vehicles owned or driven by, any of the Contractor's and
any Subcontractor's personnel that are on premises owned or controlled by
the Company, for alcohol and other prohibited substances. Should any
person refuse to co-operate with any request for such a search, he shall be
removed or excluded from the premises and shall not be allowed to return.
[ClSVSIGTCSvsRev4.1
2.
13.15 If any person to which the Contractor's substance abuse policy applies tests
positive for alcohol or a controlled substance, or is otherwise deemed to be
unfit for work as a result of alcohol or drug use, he shall immediately be
prevented from working and removed from the Work Site. This person shall
not again be permitted to work on any premises owned or controlled by the
Company.
13.16 The Contractor shall comply with all procedures established by the Company
for the reporting of incidents or near Incidents.
14. ACCESS ROUTES, UTILITIES, INTERFERENCE & TRANSPORT
DAMAGE
14.1 The Contractor shall be deemed to have satisfied itself as the suitability and
availability of access routes to the Work Site, power, water and other utilities
which the Contractor will be using. The Contractor shall obtain any
permission that may be r e q ~ l r e d from the Authorities for the use of such
access routes and utilities.
The Company does not guarantee and makes no representation as to the
suitability of any access routes and other utilities and no lack of suitability or
non-availability of any access routes or utilities during the performance of the
Works shall constitute grounds for a Variation Order.
14.2 The Contractor shall ensure that the Works are performed In such a way as
not to damage or to interfere unnecessarily with any of the activities being
carried out by others on or near the Work Site, the convenience of the public,
and/or the access to, or the occupation and use of, any public or private
property including, but not limited to, public and private rights of way.
14.3 Unless the Contract provides otherwise, the Contractor shall be responsible
for and shall pay the cost of strengthening, altering, improving or maintaining
any part of the routes to the Work Site to facilitate the movement of
Construction Equipment, Materials or any other item to which the Contractor
will be moving.
15 SET OFF AND WITHHOLDING
15.1 The Company is entitled to set off or reduce any payments due and owing to
Contractor under the Contract by any amount, which the Company claims is
owed to it by the Contractor.
15.2 The Company may withhold in accordance with the Laws any amount which
the Company Is required or permitted by any Laws to withhold In making any
payment to the Contractor under the Contract. Any amount so withheld or
deducted by the Company from any payment due to the Contractor and paid
to the Authorities shall be deemed to have been paid by the Company to the
Contractor and the payment thereof to the Authorities shall be and be
deemed to be a complete discharge of the Company's liability to the
Contractor in respect of the amount so paid.
IC\SVS\GTCSvsRev4.1
27
16 LIABILITY FOR LOSS. DAMAGE OR INJURY
16.1 The Company shall assume all liabilily for and shall defend. indemnify and
hold the Contractor and Subcontractors harmless from and against any and
all loss. liability. damage, claim, demand, action, proceedings, costs or
expenses (including but not limited to legal costs on an indemnity basis)
arising out of the performance of the Works, in respect of personal injury to,
or death or sickness of, any personnel of the Company or any Affiliate of
Company howsoever arising and whether or not caused or contributed to by
negligence or breach of duty on the part of the Contractor or any
Subcontractor.
16.2 The Contractor shall assume all liability for and shall defend, indemnify and
hold the Company, any Affiliates of Company, the Technical Adviser, and the
EPCM Contractor harmless from and against any and all loss, liability,
damage, claim, demand, action, proceedings, costs or expenses (Including
but not limited to legal costs on an indemnity basis) arising out of the
performance of the Works or the Project, in respect of personal Injury to, or
death or sickness of, any personnel of the Contractor or Subcontractors
howsoever arising and whether or not caused or contributed to by negligence
or breach of duty on the part of the Company, any Affiliate of Company, the
Technical Adviser or the EPCM Contractor.
16.3 The Company shall assume all liability for and shall defend, indemnify and
hold the Contractor and Subcontractors, harmless, from and against, any and
all loss, liability, damage, claim, demand, action, proceedings, costs or
expenses (including but not limited to legal costs on an indemnity basis),
arising out of the performance of the Works, in connection with loss of or
damage to the property of the Company or any Affiliate of Company
(excluding loss of or damage to the Complex, Materials, Free-Issue Items or
the Works as referred to in Article 16.5) howsoever arising and whether or not
caused or contributed to by negligence or breach of duty on the part of the .
Contractor or any Subcontractor.
hold Company, any Affiliates of Company and the Technical Adviser
harmless from and against any and all loss, liability, damage, claim, demand,
action, proceedings, costs or expenses (including but not limited to legal
costs on an indemnity basis) arising out of the performance of the Works, in
connection with any damage to or loss of property (including but not limited to
vessels and aircraft) owned by or contracted to the Contractor any
Subcontractor or any personnel of the Contractor or any Subcontractor,
or breach of duty on the part of the Company, any Affiliate of Company, the
Technical Adviser or the EPCM Contractor.
IC\SVS\GTCSvsRev4.1
28
16.5 Up to date on which the Defects Correction Period commences, the
Contractor shall assume all liability for and shall defend, indemnify and hold
the Company, any Affiliates of Company and the Technical Adviser harmless
from and against any and all loss, liability, damage, claim, demand, action,
proceedings, costs or expenses (including but not limited to legal costs on an
Indemnity basis) arising out of the performance of the Works and directly
relating to loss of or damage to the Complex, Materials, Free-issue Items or
the Works howsoever arising and whether or not caused or contributed to by
negligence or breach of duty on the part of the Company, any Affiliate of
Company or the Technical Adviser. The Contractor shall promptly perform or
re-perform the Works in such manner so as to ensure that any downtime or
delay to the Project Is kept to a minimum. Any cost or expense incurred by
the Contractor in connection with such performance or re-performance shall
be for the Contractor's account.
hold the Company, any Affiliates of Company and the Technical Adviser
harmless from and against any and all claims, demands, actions or
proceedings from third parties arising out of the performance of the Works
or breach of duty on the part of Company, any Affiliate of Company or the
Technical Adviser up to an amount of five million US dollars ($5,000,000) per
Incident or event and unlimited as to the number of incidents. In excess of
this level, liability shall be determined by reference to applicable law.
16.7 (a) Except as provided under Article 16.7(b) ,neither party shall be
liable to the other party in contract, tort (including but not limited to
negligence) or otherwise for any Consequential Loss suffered by the
other party.
The foregoing exclusion of a party's liability shall not apply if and to
the extent that the damages, costs, losses or expenses are
damages, costs, losses or expenses which:
(i) that party Is obliged by the Contract to provide an indemnity
for
(ii) result from a breach of the Secrecy Declaration; or
(iii) are caused by the wilful act or omission, or gross negligence
attributable to:
(1) where the Contractor is the party claiming the benefit
of the exclusion: the Contractor or any
Subcontractor, or the personnel of the Contractor or
any Subcontractor;
(2) where the Company is the party claiming the benefit
of the exclusion: the Company, Technical Adviser or
Affiliates of Company, or the personnel of the
Company, Technical Adviser or Affiliates of
Company.
(b) Nothing in this Article 16.7 shall relieve either party of its liability at
law for fraud, personal Injury or death.
IClSVSIGTCSvsRev4.1
2.
16.8 Within 30 (thirty) days of receipt of the Company's invoice therefor the
Contractor shall, at the Company's option, payor allow by way of set-off
against amounts due to the Contractor any of the costs and damages for
which the Contractor is liable pursuant to this Article 16.
17. INSURANCE
17.1 Without any limitation of its obligations and responsibilities, the Contractor
shall take out and maintain or procure the taking out and maintenance for the
duration of the performance of its obligations under the Contract, the
following insurances (which shall comply in all respects with Laws) with the
Company, Technical Adviser, Affiliates of Company and EPCM Contractor
included as co-insureds and with insurers acceptable to the Company:
(a) Workman's compensation and/or employers liability insurance (or
similar as required by Laws) in respect of the Contractor's personnel in
accordance with statutory requirements, with a minimum Indemnity
limit of ten million US dollars ($10,000,000) for anyone occurrence and
unlimited as to the number of occurrences. The Contractor shall ensure
that Subcontractors maintain such insurance in respect of their
personnel.
(b) Third party and passenger liability insurance and as may be required
by Laws or similar regulation in the countries of use for motor vehicles
used by the Contractor in connection with the performance of the
Works. Such insurance shall provide an unlimited indemnity for death
of or injury to persons, and a minimum indemnity limit of five million US
dollars ($5,000,000) per occurrence for property damage, unlimited as
to the number of occurrences. The Contractor shall oblige
Subcontractors to maintain such insurance in respect of their motor
vehicles.
(c) General third party liability insurance with an indemnity of five million
US Dollars ($5,000,000) for anyone occurrence and unlimited as to
the number of occurrences covering all operations of the Contractor,
including but not limited to the contractual liability assumed herein by
the Contractor in respect of third party claims and sudden and
accidental pollution. The Contractor shall ensure that Subcontractors
maintain such insurance in respect of their activities.
(d) Insurance for the full value and against all insurable loss or damage
from whatever cause arising to property (including but not limited to
Construction Equipment, marine vessels, aircraft) owned by or rented
to the Contractor or any Subcontractor for use in connection with the
performance of the Works. The Contractor shall oblige Subcontractors
to maintain such insurance in respect of their property.
(e) Waterborne and airborne craft liability insurance for owned, non-owned
or hired craft, covering liabilities arising from the use and/or operation
of the waterborne craft (including but not limited to floating construction
equipment) or the airborne craft (as the case may be) in the care
custody or control of the Contractor or Subcontractors including but not
limited to liability for damage due to collision, pollution and removal of
wreck.
(I) Marine cargo or air cargo (as the case may be) insurance for the
Materials until delivery at the Work Site, for the full shipment value of
the Materials;
IC\SVS\GTCSvsRev4.1
30
(g) Any other insurance which may be required by Laws, including but not
limited to such insurance for or with respect to the Contractor's
personnel, third parties or the Works.
Without limitation of the Contractor's obligations and responsibilities, if the
Contractor Subcontracts any part of the Works, the liability, indemnity and
insurance provisions of each Subcontract shall be consistent with the
Contract. The Contractor shall ensure that the Subcontractors:
(i) do not carry any insurances which would duplicate any insurances
provided by the Contractor or the Company; and
(Ii) take out and maintain insurances as referred to in this Article 17.1
and that such insurances comply with Laws.
17.2 In respect of all of the pOlicies of insurance required to be maintained by the
Contractor and Subcontractors under the Contract, the Contractor shall:
(a) ensure that such insurances:
(i) are endorsed to provide a severability of interests or cross
liability with a cross-liability provision where appropriate;
(Ii) contain waivers of subrogation (or the equivalent thereof) in
favour of the Company, Affiliates of Company, Technical
Adviser, EPCM Contractor and their respective personnel
and in favour of such other persons as may be reasonably
required by the Company;
(b) provide evidence (in the form of a certificate of insurance or policies
or other documents satisfactory to the Company) to the Company
within seven days of the Effective Date of the type and scope of each
insurance and a statement from the insurers that no insurance will be
cancelled or materially changed for the full duration of the Contract
without 30 days prior written notice from the insurers direct to the
Company. The Contractor shall also provide the Company with proof
periodically that premiums have been paid in fUll. The Contractor
and Subcontractors shall not commence Works until all of the
insurances that the Contractor and Subcontractor are required to
provide are in full force and effect and the necessary evidence has
been received by Company. Prior to commencing any activities the
Contractor will comply with all Company's and insurers' requirements;
(c) ensure that all insurances for which the Contractor is responsible
shall be effected with insurers and on terms acceptable to the
Company. Approval by the Company of any insurer or terms of
insurance proposed by the Contractor shall not relieve the Contractor
of any obligation or liability under or arising from the Contract or
generally at law; and
(d) ensure that no material alterations to the terms of any insurance shall
be made without the Company's prior written approval.
rClSVSIGTCSvsRev4.1
31
17.3 If the Contractor shall fall to comply with its obligations to effect and keep In
force the insurances referred to in the Contract, the Company may, without
prejudice to its rights and remedies under the Contract or at law, effect and
keep In force any such insurance and pay such premiums as may be
necessary for that purpose and from time to time deduct the amount so paid
by the Company from any monies due or which may become due to the
Contractor under the Contract or recover the same as a debt from the
Contractor.
17.4 All of the Insurance policies which the Contractor is required to have shall
always be considered as primary Insurances In relation to insurances taken
out by Company without any right of contribution from any insurances taken
out by Company.
17.5 The Company shall provide and maintain, at its expense, and there will be no
obligation for the Contractor to supply, a construction all risks insurance
("CAR") up to the estimated value of the Project for anyone accident or
series of accidents on the Project, Free-issue Items and Materials at the
Work Site (excluding Construction Equipment and any other property of the
Contractor or any Subcontractor or any of the personnel of the Contractor or
any SUbcontractor). The insurance shall be subject to standard exclusions
and shall be subject to a deductible amount of US$[to be specified by the
Company prior to the commencement of the Works] for anyone accident
except during testing on stream and initial operations when such deductible
will be US$[to be specified by the Company prior to the commencement of
the Works] for anyone occurrence.
17.6 The CAR shall name as co-insureds the parties involved in the Project,
including but not limited to the Contractor and Subcontractors for their
respective rights and interests. Such policies shall also each provide a waiver
of subrogation in favour of the parties listed in the foregoing sentence. The
Contractor agrees that the Company may require, at any time, amendments
or supplements to be made to any insurance policy referred to in the
Contract.
17.7 Subject to Article 17.9, the CAR shall be valid from the Effective Date and up
to completion of all Works on the Work Site or, if earlier, until the date on
which the Defects Correct Period commences.
17.B The CAR will include loss of and damage to the Complex if such loss of and
damage to the Complex:
(a) occurs during any Defects Correction Period from a cause arising
before the date on which the Defects Correct Period commences; or
(b) is caused by Contractor or any Subcontractor in the course of
fulfilling its obligations during any Defects Correction Period.
17.9 The Contractor's liability under the Contract shall not be restricted, limited or
altered by any stipulation or arrangements in the Contract with regard to
Insurance or by any approval by the Company of insurance. All the
deductibles on all insurances referred to In Article 17 shall be for Contractor's
account.
17.10 The Contractor shall make and shall procure that Subcontractors make full
disclosure promptly to those insurers providing Insurance cover in respect of
any risk relating to the Works (including but not limited to all the CAR)
throughout the period that any insurances are in force, of:
(a) all information which the insurers specifically request to be disclosed;
Jc\sVSIGTCSvsRev4.1
32
(b) all information which is of a type which insurance brokers in relation
to the relevant poticy advise should be disclosed to the insurers; and
(c) all information and circumstances which a prudent contractor acting
in accordance with good oil, gas and petrochemicals industry
practice and principles would disclose to the insurers to keep the
relevant insurance cover in full force and effect and without any
suspension, Impairment or invalidity in whole or in part thereof.
The Contractor shall and shall procure that Subcontractors put in place
appropriate Internal reporting procedures to enable full disclosure as
described In this Article 17.10 by the Contractor and Subcontractors and shall
provide full details of such procedures at the request of the Company.
17.11 The Contractor shall comply with, and oblige all Subcontractors and the
personnel of the Contractor and Subcontractors to comply with all terms and
conditions of all Project Insurances and meet all requirements of insurers in
connection with the settlement of claims. All costs and Incidental expenses
Incurred in relation to the preparation of claims under the policies arising out
of matters for which the Contractor is responsible under the Contract shall be
borne by the Contractor.
17.12 Without prejudice to the other provisions of this Article 17, the Contractor
agrees In relation to the CAR that it shall not do (or omit to do) (and the
Contractor shall oblige the Subcontractors, and the personnel of the
Contractor and Subcontractors not to do (or omit to do)) anything Which shall
make or might reasonably be foreseen to make any such insurance void or
voidable or result In it being suspended, impaired or defeated in whole or In
part.
17.13 The Contractor shall indemnify the Company for any loss which the Company
suffers as a result of the Company or other insured parties not being able to
recover under the CAR as a result of any breach, default or negligent act or
omission whatsoever on the part of the Contractor, Subcontractor or the
personnel of the Contractor or Subcontractors (whether occurring before or
after the inception of the relevant insurance policy) Including, without
limitation, any misrepresentation, non-disclosure, want of due diligence or
breach of any declaration, condition or warranty contained In the relevant
Insurance policy.
18. COMMENCEMENT OF THE WORKS
18.1 The Contractor shall commence the Works at the Work Site on the "Date for
Commencement at the Work Site", if any, stated In the Form of Agreement or
such other date as may be notified by the Company in writing. Unless
circumstances dictate otherwise, such notice will normally be issued no later
than thirty (30) days after the Effective Date.
If the Works involve any activities, Including, by way of example, design
services or long-lead procurement, manufacturing or fabrication work, which
are to be carried out prior to mobilisation to the Work Site, the Works shall be
deemed to have commenced on the Effective Date and the Company shall
give separate notification confirming the "Date for Commencement at the
Work Site". However, unless expressly Instructed by the Company to do so,
the Contractor shall not commence performance of the Works until the
Company has approved the Programme of Works to be submitted in
accordance with Article 19.1 and the Contractor and Subcontractors have
complied with Article 17.
IClSVSIGTCSvsRev4.1
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18.2 Following commencement, the Contractor shall proceed with the Works
expeditiously and without delay in accordance with the Contract.
19. PROGRAMME
19.1 Unless instructed otherwise by the Company, the Contractor shall, within
fourteen (14) days of the Effective Date, or such other period as may be
agreed, submit the following to the Company for its review and comment:
(a) . A detailed Programme of Works (in "bar chart" form) in Primavera
Version 3.1 showing the sequence and time-span of all the activities
and events that must be performed and achieved by the Contractor in
order to meet any Scheduled Completion Date and/or any Milestone
Date and all the other obligations of the Contractor under the
Contract. The Company reserves the right to require the Contractor
to carry out and provide full details of a critical path analysis in
support of the Programme of Works (without additional cost to the
Company).
(b) A general description of the arrangements and methods of
construction which the Contractor proposes to adopt for the carrying
out of the Works.
(c) A "Manpower Histogram" to match the Programme of Works,
showing on a week by week basis, and for each trade or craft, the
number of the Contractor's and Subcontractors' personnel who will
be performing the Works.
IClSVSIGTCSvsRev4.i
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(d) An "Equipment Programme" to match the Programme of Works,
showing on a week by week basis the Contractor's anticipated
deployment of Construction Equipment on the Work Site.
The format and content of such programmes and histograms shall be as
specified by the Company.
Within ten (10) days of receipt of the above information, the Company shall
either approve the Contractor's proposals or notify the Contractor that the
Company requires the Contractor to make changes to them before the
Company is prepared to give its approval. In the latter event the Contractor
shall promptly modify and resubmit its Programme of Works. This process
will continue until the Company's approval Is given.
The "approved" programme, or any amended programme as may
subsequently be approved, will become the current Programme of Works. It
shall become part of the Cootract and shall replace any preliminary or other
programme previously approved by the Company.
19.2 Approval of the Programme of Works by the Company shall merely signify its
general agreement with the proposed order or sequence of performance of
the Works shown in the programme.
The approval maybe taken into account in any dispute for determining a
reasonable order or sequence for supplying outstanding technical
Information, including but not limited to drawings, and/or Free-Issue Items to
the Contractor or for affording possession of the Work Site by the Company.
However, the approval shall not otherwise change the contractual obligations
of either party in relation to any Scheduled Completion Date, or as to a
reasonable time for giving or receiving further technical information and/or
Free-issue Items, or for affording access to the Work Site, or in any way
waive or diminish the rights and/or powers of the Company. In particular, a
Programme of Works showing completion before the Scheduled Completion
Date shall not, without the express written agreement of the Company, aiter
or advance these obligations of the Company, nor shall it advance any
Scheduled Completion Date.
19.3 If, at any time, the Company considers that the actual progress of the Works
does not conform with the approved Programme of Works referred to in
Article 19.1, the Company may require the Contractor to revise the
Programme of Works and demonstrate that completion of all parts of the
Works on or before the relevant Scheduled Completion Oate(s) can be
achieved.
Irrespective of the cause of the delay, unless the Contractor demonstrates
the contrary to the satisfaction of the Company, no delay to the progress of
any part of the Works which affects the Programme of Works but which does
not affect the Contractor's ability to achieve any Scheduled Completion Date,
shall be accepted as justification for an extension of time.
IC\SVSIOTCSvsRev4.i
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20. SCHEDULE PERFORMANCE
20.1 The Contractor shall schedule, report, forecast and control progress of the
Works in such manner and at such intervals as may be required by the
Company.
20.2 The Contractor shall achieve the completion of the Works or any specified
section of the Works on or before the relevant Scheduled Completion Date.
20.3 Acceleration
20.3.1 The Contractor shall upon the written instruction of the Company accelerate
the progress of the Works or any part thereof in such manner as the
Company may consider necessary.
20.3.2 If, in the opinion of the Company, the acceleration is necessary because the
actual progress of the Works, or any partthereof, is inadequate to meet any
Scheduled Completion Date for any reason which does not entitle the
Contractor to an adjustment to the relevant Scheduled Completion Date or is
otherwise due to the failure of the Contractor to meet any of its other
obligations under the Contract, the Contractor shall upon receipt of an
instruction given under Article 20.3.1 promptly:
(a) initiate and take action to recover progress to comply with the
Programme of Works and to achieve Completion on or before the
Scheduled Completion Dates, and
(b) advise the Company of such action and thereafter keep him fully
informed as to the effect such action is having upon the progress of
the Works.
The Contractor shall not be entitled to any adjustment to the Contract Price
andlor the Scheduled Completion Date(s) in respect of such action and all
additional costs and expenses of the required action, including, but not limited
10, Ihe working of overtime, employment of additional labour andlor the use of
additional Construction Equipment or other resources, shall be borne by the
Contractor.
20.3.3 If the acceleration is not for the reasons set out in Article 20.3.2 and the
criteria referred to in Article 31.5 are satisfied, the net extra cost (if any)
incurred in giving effect to the Company's Instruction to accelerate shall be
reimbursed to the Contractor by way of a Variation Order.
20.3.4 Without prejudice to the foregoing provisions of Article 20.3:
(a) if, prior to the issue of any contemplated instruction to accelerate the
progress of the Works, the Company so requests, the Contractor
shall submit its proposals as to measures that may be laken to
accelerate the Works, and
(b) In cases where the Contractor would, before the Scheduled
Completion Date(s), otherwise be entitled to an extension of time and
provided that such acceleration is practicable, the Company may
instruct the Contractor to accelerate the Works (by way of a Variation
Order to that effect pursuant to Article 20.3.3) in lieu of granting an
extension of the Scheduled Completion Date(s) in accordance with
Article 31.
ICISVS\GTCSvsRev4.1
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20.4 The Contractor shall advise the Company in writing as soon as it becomes
aware of any occurrence which Is likely to have an adverse effect on the
approved Programme of Works, but In no event later than fourteen (14) days
after the occurrence was known or could reasonably have been known to the
Contractor, and shall comply with Article 31.10 if it wishes to apply for an
extension of the Scheduled Completion Date(s). In any event, such advice
shall not be construed as a discharge of any of the Contractor's obligations
under the Contract.
20.5 In addition to its obligation to furnish any specified Free-issue Items in
accordance with Article 30.2.2, the Company shall provide such other
facilities or services as the Contract requires the Company to provide at such
times as are specified in the Contract, or if no times are specified, then at
reasonable times having regard to the approved Programme of Works and
without prejudicing the Contractor's ability to perform and complete the Works
in accordance with the Contract.
20.6 Without prejudice to the preceding provisions of this Article 20, if the progress
of the Works falls substantially behind programme without there being any
justification for an extension to any Scheduled Completion Date, the
Company shall have the absolute right to remove any section or part of the
Works from the Contractor under Article 31.1(f).
21. DESIGN AND ENGINEERING BY CONTRACTOR
21.1 If the Works Include any design or engineering services to be performed by
the Contractor (whether the design Is of the Permanent Works and/or the
Temporary Works or otherwise), the Contractor shall take full responsibility
for the suitability, adequacy, integrity, durability and practicability, and fitness
of purpose of such design, and any associated reports and drawings.
ICISVSIGTCSvsRev4.1
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22. CONTRACTOR'S DOCUMENTATION
22.1 The Contractor shall submit all such drawings, documents (including but not
limited to, programmes, design manuals, and operating instructions) and
other particulars as the Contract may specify, or as may otherwise be
necessary to meet its commitments under the Contract, to the Company for
review. Within ten (10) working days of receipt thereof, the Company shall
make its comments if any.
In no circumstances shall any review or comment made by the Company
constitute approval of the drawings, documents and particulars unless the
Company specifically states in writing that it has approved the relevant
drawings, documents and/or particulars. Furthermore, no review, comment or
approval by, or the absence of review, comments or approval by, the
Company shall relieve the Contractor of its liabilities or obligations under the
Contract or at law or signify any waiver or amendment of the requirements of
the Contract. Without preju.dice to the generality of the foregoing, the
Contractor shall be responsible for and shall pay the additional costs or
expenses, If any, arising from or in connection with any discrepancies, errors,
or omissions in the drawings, documents and other particulars it supplies,
whether or not such drawings, documents and particulars have been
reviewed and/or commented upon by the Company, unless the
discrepancies, errors or omissions are due to inaccurate information or
particulars furnished in writing to the Contractor by or on behalf of the
Company.
22.2 The Contractor shall not depart from any drawing or other document
reviewed by the Company unless it has first submitted an amended drawing
or other document to the Company and obtained Its written approval of the
amendment.
23 RIGHT TO INSPECT. EXAMINE. ETC
23.1 The Company and its authorised representatives shall have the right, but not
the obligation, to inspect, examine, and/or witness the testing of any part of
the Works or any Materials, and to check the progress of manufacture or
fabrication, wherever the Works are performed or where any manufactured or
fabricated Items are being obtained for the Works. The Contractor shall give
the Company reasonable notice of its intention to carry out tests or
inspections and comply with Article 36.3.
23.2 The Contractor shall be responsible for ensuring all inspections and tests,
wherever they take place, have been completed to the satisfaction of the
Company before the work is covered up or removed from such places.
If any part of the Works is covered up, put out of view or otherwise rendered
inaccessible without the Company having been given the opportunity to carry
out any inspection or to witness any relevant test, the Company may require
that part of the Works to be opened up or uncovered for inspection or re-
testing. All costs associated with the opening up, uncovering and/or re-
testing, together with those of reinstatement and making-good, shall be to the
Contractor's account.
IasvSIOTCSvsRev4.1
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23.3 Without prejudice to Article 24, the Company shall at all times have the right
to verify tests carried out by the Contractor and to conduct whatsoever
additional tests as It may consider necessary and the Contractor shall afford
such assistance as the Companymay require.
23.4 The Contractor shall not be relieved of any of its liabilities or obligations under
the Contract or at law by any failure on the part of the Company to exercise
any of the rights under this Article 23, or if it does exercise any of such rights,
its failure to discover defects or to reject any part of the Works which is not in
accordance with the Contract.
24. TESTING BY CONTRACTOR
24.1 The Contractor shall conduct on the Works, Materials or any samples such
tests as the Contract may specify and/or the Company may direct. In the
absence of any specified tes.ts, the Contractor shall assume that such tests
as the relevant materials or workmanship are customarily subjected to will be
required. All tests shall take place at the places as may be specified in the
Contract or at any other place as may be agreed by the Company.
24.2 The Contractor shall provide the Company with certified copies of all test and
inspection reports as soon as they become available.
24.3 Unless the Contract provides otherwise, the cost of conducting all tests
(including but not limited to the cost of samples, labour or equipment for
conducting the tests) shall be borne by the Contractor if the need for the test
is required, or is implied, in t)1e Contract.
24.4 If any test is ordered by the Company, the requirement for which is neither
specified in nor reasonably implied by the Contract, then, except in the case
of tests carried out on Free-issue Items, the cost of such test shall be borne
by the Contractor if the test shows the workmanship or materials not to be in
accordance with the Contract or the Company's instructions, but otherwise by
the Company.
25. REJECTION BEFORE COMPLETION
25.1 The Company shall have the right to reject any part of the Works, Materials,
or Free-issue items used by the Contractor to perform the Works, which it
determines, at any time prior to the issue of a Provisional Acceptance
Certificate, not to meet the requirements of the Contract. Unless the
Company expressly orders otherwise, the Contractor shall, when notified that
it has been rejected, promptly repair or replace a rejected part of the Works to
the reasonable satisfaction of the Company, and without prejudice to any
Scheduled Completion Date.
25.2 If the Contractor fails or refuses to carry out or unreasonably delays the repair
or replacement, then, provided that it notifies the Contractor of its intention,
the Company shall be entitled to have others carry out the required work. The
costs arising there from or in connection therewith shall be borne by the
Contractor.
rCISVSIGTCSvsRev4.1
3.
25.3 The Contractor shall bear all of the costs of rectification of the defective parts
of the Works, provided that, if the Contractor is required to remedy any
defective Free-issue lIems, additional costs resulting therefrom shall be for
the Company's account unless the defects are the result of the Contractor's
handling of, or other activities relating to, the Free-issue Items in question.
25.4 Defects in the Works which arise or become apparent after the date of a
Provisional Acceptance Certificate shall be the subject of Article 28.
26. COMPLETION AND PROVISIONAL ACCEPTANCE
26.1 When the Contractor considers that:
(a) the criteria for Completion of the Permanent Works set forth in the
Technical Specification (including but not limited to any specified
pre-commissioning, Inspection and testing) have been met; or
(b) in the absence of such criteria, the Contractor has completed the
performance of all its obligations under the Contract except those
which by their nature can only be completed the date on which the
Defects Correct Period commences;
it shall promptly notify the Company. Within thirty (30) days after receipt of
the notice, the Companyshall Issue a Provisional Acceptance Certificate with
respect to all of the Permanent Works or alternatively, notify the Contractor of
defects or deficiencies to be remedied before the Company will consider
issuing a Provisional Acceptance Certificate. The Contractor shall promptly
correct the defects or deficiencies and notify the Companywhen they are
remedied. This process shall continue until the Companyhas issued a
Provisional Acceptance Certificate, or, pursuant to Article 26.2(b), several
Provisional Acceptance Certificates in respect of all of the Permanent Works.
26.2 The Company has the right, but not the obligation, to
(a) issue a Provisionai Acceptance Certificate for the Permanent Works
even though some minor work, as identified on an attached list of
outstanding ("punch list") items, remains to be done, or some defect
or deficiency (which does not affect subsequent work by others, safe
commissioning, or use) requires correction by the Contractor; or
(b) under the circumstances described in Articles 26.1 and 26.2(a),
instead of issuing a Provisional Acceptance Certificate for all of the
Permanent Works, issue a Provisional Acceptance Certificate for a
specified section of the Permanent Works.
However, a Provisional Acceptance Certificate for the Permanent Works or
specified section will not be issued where any testing has not been
satisfactorily completed, unless the failure to complete such testing is wholly
due to default by the Company.
26.3 If the Company issues Provisional Acceptance Certificates for specified
sections of the Permanent Works, the date for the commencement of the
Defects Correction Period for each section shall nevertheless be the
Completion Date stated in the last sectional Provisional Acceptance
Certificate to be issued or, if the Companyissues a separate Provisional
Acceptance Certificate for the whole of the Permanent Works, the Completion
Date stated in such separate certificate.
26.4 The issue by the Company of a Provisional Acceptance Certificate shall not in
ICISVSIGTCSvsRev4.1
40
any way be conslrued as confirming that the Permanent Works, or a specified
seclion, conform to the requirements of Ihe Contract. Nor shall il relieve either
party from any liability or obligalion under the Contract or at law.
26.5 Following Ihe issue of a Provisional Acceptance Certificate, the Company
may, at its sole option, use the section of the Permanent Works covered by
that cerlificate. The Contractor may subject to the Contract conlinue to
perform any incomplete Works and promptly correct any defects or
deficiencies.
26.6 The Contractor shall not leave the Work Site nor remove any item of
Construclion Equipment or any Temporary Works unlil a Provisional
Acceptance Cerlificate has been issued, outstanding matters have been
completed, and the Companyhas authorised the Contractor's departure
and/or the removal of Construclion Equipment and/or any Temporary Works.
However, the Contractor may apply to the Companyfor written permission to
remove any Construction Equipment no longer required for the performance
of the Works. The Contractor may remove such items upon receipt of such
permission, which shall not be unreasonably withheld.
26.7 The Contractor hereby grants the right to the Company to retain at the Work
Site any item of the Contractor's Construction Equipment or any Temporary
Works that the Company may require to make use of for the remedy of
defects under Articles 28.3 and 28.4. Nevertheless, the Company shall only
exercise this right in the case of defects or faitures the existence of which has
been nolified to the Contractor under Article 28.2 prior to the intended date of
removal of the relevant item of Construction Equipment or any Temporary
Works.
27. THIRD PARTY GUARANTEES
27.1 The Contractor shall obtain, for its own benefit and the benefit of the
Company, suitable guarantees in respect of:
(a) quality and of fitness for purpose from the manufacturers or suppliers
of Materials that are furnished by the Contractor or a Subcontractor;
and
(b) the quality and workmanship of Subcontractors.
If requested to do so by the Company, the Contractor shall, prior to entering
into any Subcontract, furnish full details of the guarantees obtained from
Subcontractors to the Companyfor its review.
27.2 The Contractor shall take all reasonable steps to perform the Works In such a
manner as will not Invalidate or diminish any guarantees or warranties issued
to the Company by third parties including but not limited to Subcontractors.
Furthermore, the Contractor agrees that all of the representalions, warranties
and guarantees given In this Arlicle 27 shall survive terminalion of the
performance of the Works under Arlicle 38.
41
28. DEFECTS AFTER COMPLETION
The Contractor guarantees that:
(a) the Works shall be performed with due diligence and efficiency, first
class skill and workmanship, and in accordance with the Contract and
sound principles and practices In the industry;
(b) the completed Works shall be free from defect, of correct design and
workmanship, of first class quality, and comply with the specifications
stated in the Contract, or if no such specifications exist, fit for their
intended purposes; and
(c) the Materials and Free-Issue Items used by the Contractor to perform
the Works shall be new and unused, not have undergone any repair,
free from defect, of correct design and workmanship, of first class
quality and comply with the specifications stated in the Contract if
any, and, in any event, fit for their intended use.
28.2 If before the end of the Defects Correction Period, the Company notifies the
Contractor of any breach of the guarantee in Article 28.1 (specifying the
nature and extent of the breach in such detail as is practicable at that time),
then promptly after receipt of such notice, the Contractor shall (unless the
Company opts or directs otherwise) take all action necessary to rectify any
defects In the Works. Such action shall include, but not be limited to,
uncovering, removal, procurement of Materials, replacement and/or
reinstallation, and the preparation and presentation of reports and all the
other requirements of the Contract. The Contractor shall reimburse the
Company for the costs incurred by the Company in providing the Contractor
with whatever support services that the Company and the Contractor may
agree to be necessary to enable the Contractor to perform this obligation.
28.3 A,s an alternative to having the Contractor perform its obligations under Article
28.2, particularly when for operational reasons appropriate access to the
Complex is not feasible, the Company may, provided that it does so in a
reasonable manner and in consultation with the Contractor and gives the
Contractor prior written notice of its intention, make, or arrange for others to
make, the necessary corrections, repairs or replacements at the Contractor's
expense. The exercise by the Company of the foregoing option shall not in
any way relieve the Contractor from its liabilities or obligations under the
Contract or at law.
28.4 If the Contractor for any reason does not within a reasonable time comply
with its obligations under Article 28.2, the Company may make the necessary
corrections, repairs or replacements in the way it deems most efficient and
appropriate. Any costs and/or expenses incurred by the Company in respect
of making-good any such defect or deficiency pursuant to this Article 28.4
shall be for the account of the Contractor The exercise by the Company of
the foregoing option shall not in any way relieve the Contractor from its
liabilities or obligations under the Contract or at law.
28.5 If the Contractor makes or causes corrections, repairs or replacements in
accordance with Article 28.2, the provisions of Article 28 shall then apply to
such corrections, repairs or replacements for a further Defects Correction
Period of twelve (12) months calculated from the date of acceptance of the
correction, repair replacement provided that in no event shall the Defects
Correction Period exceed twenty (24) months after RFSU.
ICISVSIGTCSvsRev4.!
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28.6 On expiry of the Defects Correction Period or of any extended period
imposed in accordance with Article 28.5, or when the Contractor considers
that all outstanding work referred to under Articles 28.2, 28.3 and 28.4 has
been completed, whichever Is the later, it shall so notify the Company and
request the issue of a Final Acceptance Certificate.
The Company shall, within thirty (30) days of receipt of such notice either
Issue , to the Contractor a Final Acceptance Certificate, stating the date on
which the Contractor has completed its obligations under Article 28 with
respect to the correction of defects In the Works to the satisfaction of the
Company, or require the Contractor to complete or carry out further remedial
work the Company considers necessary before the Company will issue a
Final Acceptance Certificate.
28.7 The issue of the Final Acceptance Certificate shall not be taken as relieving
either the Contractor or the Company from any liabilities the one towards the
other under the Contract or allaw.
28.8 The Company's rights under this Article 28 shall be in addition to, and not in
lieu of or as waiver or reduction of, the Company's other rights and remedies
at law. Furthermore, none of the provisions of the Contract shall replace,
waive or reduce any statutory or other liability at law that the Contractor
andlor any Subcontractor may have with respect to latent defects In the
Works.
29. OWNERSHIP OF MATERIALS
29.1 The Contractor warrants good title to all Materials that become part of the
Permanent Works or are supplied to the Company for operational or
maintenance purposes, all of which shall become the property of the
Company when:
(a) the Materials are delivered to the Work Site, or
(b) payment for the Materials is made by the Company, or
(c) the Contractor's performance of the Works is terminated under
Article 38.
whichever occurs first. The Contractor shall ensure that all such Materials are
free from all liens, claims, charges, or encumbrances of whatever nature.
The Contractor shall defend, indemnify and hold harmless the Company from
and against any and all loss, liability, damage, claim, demand, action,
proceedings, costs or expenses (including but not limited to legal costs on an
indemnity basis), arising from or in connection with any lien, claim, charge, or
encumbrance upon any Materials.
29.2 The Contractor shall, without prejudice to Article 29.1, retain care, custody
and control of the Materials and protect them from loss or damage.
IC\SVSIGTCSvsRev4.1
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29.3 The Contractor shall take, and shall cause Subcontractors to take, prudent
measures (including but not limited to clearly marking the Materials as the
Company's property, segregating them from items which are the property of
others), and such steps as may be necessary under the laws of the
appropriate jurisdiction(s) to protect the Company's title to any Materials that
have become the property of either of them, but are nevertheless still in the
custody or control of some other party. The Contractor shall defend,
indemnify and hold harmless the Company from and against any and all loss,
liability, damage claim, demand, action, proceedings, costs or expenses
(including but not limited to legal costs on an indemnity basis) arising from or
in connection with protecting and maintaining the relevant party's title to such
Materials.
29.5 The ownership of and risk In any Materials which do not meet the
requirements of the Contract and are rejected by the Company shall revert to
the Contractor upon rejection.
30. MATERIAL CONTROL AND FREEISSUE ITEMS
30.1 Material Control
The Contractor shall establish and operate a material control system covering
all Materials supplied by the Contractor and, if any are provided, Free-issue
items. The material control system shall be such as to ensure the economic,
efficient and effective use of all Materials and Free-issue items. The system
shall be subject to the approval of the Company and shall be compatible with
any general material control system being used by the Company in
connection with the Works.
30.2 Free-issue Items
30.2.1 The Company will supply, and deliver to the Contractor, such Free-Issue
items (if any) as are detailed in the Technical Specification or are otherwise
identified as being supplied by the Company. The Contractor shall receive
unload, handle and take care of and maintain all Free-issue items in good
order and condition at all times. Unless the Contract expressly states
otherwise, the Contractor shall provide suitable safe, secure and
appropriately protected areas for the storage of all such items.
30.2.2 If the Contract does not specify dates by which Free-issue items are to be
provided, the Contractor and the Company shall agree upon a schedule
defining the dates by which specific Free-issue items will be required for use
by the Contractor. The Company shall not be obliged to deliver Free-issue
Items before the dates defined in the Contract or in an agreed schedule
Irrespective of any Programme provided by the Contractor for the
performance and completion of the Works.
In the absence of either specified dates or agreement upon a schedule of
dates, and provided that the Contractor shall have given reasonable notice of
Its delivery requirements, Free-Issue items shall be delivered to the Work Site
at such time or times as will permit the Contractor to comply with its
obligations under the Contract in respect of the timely performance of the
Works.
30.2.3 The Company will not accept any claims for extension of time or adjustment
to the Contract Price from the Contractor arising out of delays in the delivery
of Free-issue items unless it can demonstrate to the Company that it has
explored every reasonable and practical possibility of adjusting its
Programme of Works to minimise or eliminate extra costs and delays in
IClSVSIGTCSvsRev4.1
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completion of the Works.
30.2.4 Free-Issue Items issued to the Contractor and/or a Subcontractor shall be
clearly marked to show that they are the property of the Company and that
their ultimate destination is the Work Site, and shall be segregated from other
items which are the property of the Contractor or Subcontractor.
The Contractor and/or a Subcontractor shall visually inspect Free-issue
Items, check any supporting documentation, and report any shortage,
discrepancy or damage to the Company within three (3) working days of
receiving the items, failing which the Free-issue Items shall without prejudice
to Articles 25.1 or 28.1 be deemed to be received in the condition which the
Contractor/Subcontractor requires them to be in.
All handling, storage, fabrication and maintenance shall be in accordance
with the specific requirements of the Contract or, in the absence thereof, in
accordance with good practice and/or any special Instructions issued by the
manufacturer whichever is the more stringent.
30.2.5 The Contractor shall, at the Company's sole discretion, either replace with
equivalent items, or bear the direct costs (including but not limited to costs of
purchase, delivery, transport, taxes, and duties) incurred by the Company In
replacing with equivalent items, any shortage, waste, loss, damage or
deterioration to Free-Issue Items arising from the Contractor's breach of its
obligations under Article 30.2, bad workmanship and/or uneconomical use of
the Free-Issue Items.
30.2.6 Free-issue Items furnished to the Contractor shall be, and shall remain, at all
times, the property of the Company. The risk of loss of or damage to any
Free-issue Items, shall be in accordance with the provisions of Article 16. The
Contractor shall use the Free-issue Items solely for the purposes of the
Contract and shall return any Free-issue Items to the Company if instructed
to do so. It is further expressly agreed between the parties hereto that any
work or other materials, equipment or other things added to or combined with,
in any way, such Free-issue Items shall be, remain or become, as the case
may be, the sole property of the Company unless expressly provided
otherwise. For the avoidance of doubt, it is expressly agreed between the
parties hereto that at all times the Contractor shall be a bailee of any Free-
issue Items In its possession.
Neither the Contractor nor any Subcontractor nor any other third party shall
have a lien on any such Free-issue Items, or any part thereof, for any sum
due to or claims to be made by the Contractor, any Subcontractor or other
third party. The Contractor shall take all such steps as may reasonably be
necessary to ensure the title of the Company and the exclusion of any such
lien Is brought to the notice of any Subcontractor and any other third party
dealing with any such materials.
30.2.7 Free-Issue Items shall not be removed from the Work Site unless:
(a) they are defective, or are otherwise not in accordance with the
Contract, and are being removed for the purpose of modifications,
repairs or replacement, or
(b) the Company has previously consented to their removal, or
(c) they are surplus to the requirements of the Works and are being
disposed of by or on behalf of the Company.
IClSVSIGTCSvsRev4.1
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Any Free-issue Items defined as being surplus or scrap shall continue to be
identified as the Company's property and shall be held in suitable, secure and
safe storage pending disposal in accordance with the Company's instructions.
31. VARIATIONS TO THE WORKS
31.1 The Company shall have the right at any time to instruct the Contractor to
carry out a Variation, for reasons such as but not limited to:
(a) revising the Technical Specification;
(b) changing elements of Works already completed or being performed in
accordance with the Contract;
(c) requiring additional work to be performed in accordance with the
Contract;
(d) changing the specified method, sequence or scheduled dates for
construction or other activities forming part of the Works;
(e) requiring the Contractor to recover, subject to the Contractor's ability
to demonstrate conclusively any Impracticability, all or any part of any
delay in respect of which the Contractor would have been entitled to
an adjustment of the Scheduled Completion Date;
(I) ordering the omission of any part of the Works and arrange for such
part to be performed by others if the omission is, In the Company's
sole opinion, necessary or desirable for the efficient progress or
timely completion of the Works in accordance with the Contract.
No instruction under Article 31.1 shall in any way vitiate or invalidate the
Contract. All of the provisions of the Contract shall remain in full force and
effect and apply to any such Instruction.
31.2 The Company may, if it is considering exercising any of its rights under Article
31.1, instruct the Contractor to submit a proposal for the contemplated
variation. The proposal shall Include a detailed cost estimate and shall
identify any effect that such a variation may have on any part of the Contract,
including but not limited to the Scheduled Completion Dates and/or the
Programme of Works, and/or the Contractor's ability to meet its obligations
under Article 28.1.
If the Company requires the Contractor to submit a proposal under this Article
31.2, it shall be submitted to the Company within fourteen (14) days.
At the Company's request, the Contractor shall provide priced copies of
Subcontractor quotes for the costs of any Materials, labour, Construction
Equipment and other items that contribute to the cost estimate of such a
proposal, but which were not previously provided for in the Contract.
Jc\sVSIGTCSvsRev4.1
46
31.3 The Contractor may, at any time, submit to the Company a proposal for any
Variation which, In the Contractor's opinion, would reduce the cost of
constructing, maintaining or operating the Permanent Works, or improve the
efficiency or value to the Company of the completed Permanent Works, or
otherwise be of benefit to the Company. The terms of Article 31.2 shall apply
to any such proposal submitted by the Contractor.
31.4 If the Company exercises its right to order the omission of a part of the Works
under Article 31.1(1) for any reason other than the failure or default of the
Contractor, the Contractor shall be entitled to reimbursement of the
reasonable costs already incurred by it in respect of that part of the Works
together with any amounts which it was properly and unavoidably committed,
prior to receipt of the Company order, to pay to any third party for the supply
of goods and/or services solely in connection with the omitted part.
If the Company orders the omission of a part of the Works under Article
31.1 (I) because of the failure. or default of the Contractor, the Company shall
have the right to enter the Work Site and take possession of, and expel the
Contractor from, the relevant part of the Works, carry out the part of the
Works that has been omitted itself or to employ others to carry out said part
of the Works. The Contractor shall bear all costs and expenses incurred by
the Company in carrying out the omitted part of the Works in excess of those
costs that the Company would have reasonably and properly incurred under
the Contract had it not been omitted.
The Company sole liability to the Contractor in the event of omiSSion of any
part of the Works under Article 31.1 (I) shall be determined In accordance with
this Article 31.4 and the Company shall have no liability whatsoever to the
Contractor for, and the Contractor expressly waives any claim for, any other
costs, expenses, overheads, and Consequential Loss of whatever kind.
31.5 Unless the Contract provides otherwise, the Company shall Issue a Variation
Order which may amend the Contract Price and/or the Scheduled Completion
Date:
(a) when it exercises any of its rights under Article 31.1,
(b) when it accepts a proposal submitted by the Contractor under Article
31.3,
(c) when it agrees that a request for Variation by the Contractor under
Article 31.9 is justified, or
(d) in respect of any other matter specifically identified in the Contract as
being the subject of a Variation Order,
and either of the following criteria are satisfied:
(i) the Contractor's costs for performing the Works are either increased
or decreased as a result of the Variation Order; or
(ii) any Scheduled Completion Date is affected by the Variation Order.
47
If eilher of these crileria is satisfied, the reasonable effects on the
Contractor's cost and/or its ability to complete the Works by the Scheduled
Completion Date shall be ascertained as soon as is practicable by the
Company, in consultation wilh the Contractor when appropriate. The
Company shall then issue a Variation Order reflecting the effects on the
Contract Price or Scheduled Completion Date.
Provided always that, should the circumstances so justify, the Company may
agree to provisional valuation, an adjustment to the Contract Price and/or the
Scheduled Completion Date made by a Variation Order shall be final and
shall not be subject to re-negotiation. The Contractor shall not be entitled to
make any further claim based on any direct or indirect consequence of the
relevant Variation. Each such adjustment shall be deemed to Include any
cumulative effect of Variation Orders previously issued by the Company.
Without prejudice to the foregoing, the Company may, in appropriate
circumstances, Issue a Variation Order which does not have any effect upon
the Contract Price and/or any Scheduled Completion Date.
31.6 Variation Orders shall only be issued by the Company if they relate to matters
specified in Articles 31.1, 31.3 and 31.9 and are justified under the provisions
of Article 31.5. In particular, the Contractor shall not be entitled to any
adjustment to either the Contract Price and/or any Scheduled Completion
Date:
(a) when, subject to Article 31.9, documents required to complete the
initial issue of the drawings or specifications are Issued by or on
behalf of the Company, unless they conflict with the drawings or
specifications available at the date of award of the Contract, or
(b) in respect of instructions, comments, interpretations or decisions of
the Company which are required:
(i) to achieve or to avoid failure to achieve compliance with the
Contractor's obligations under the Contract; or
(ii) to effect the correction of errors, omissions or work not in
accordance wilh sound and generally accepted construction
practices, or
(Iii) to mitigate any delay to the Programme of Works which
arises as a result of breach of the Contractor's obligations
under the Contract, or
(Iv) because of some neglect, omission, default or failure of the
Contractor;
(c) for any work required to avoid injury or death to persons or damage
to property;
(d) work necessary as a result of breach of the Contractor's obligations
under the Contract.
31.7 The value of all Variations ordered by the Company in accordance with
Article 31.5 shall be ascertained by the Company after consultation with the
Contractor In accordance with the principles set out below.
(a) If work covered by a Variation Order is of similar character and
performed under similar conditions to work for which rates and prices
IC\SVS\GTCSvsRev4.1
4.
are included in the Schedule of Rates and Prices, it shall be directly
valued at the relevant rates and prices.
(b) If work covered by a Variation Order is not of a similar character or Is
not performed under similar conditions the rates and prices in the
Schedule of Rates and Prices shall be used as the basis for an
agreed valuation so far as may be reasonable.
(c) If a Variation Order is for work that has been the subject of an
estimate submitted by the Contractor under Article 31.2 which has
been accepted by the Company, the valuation shall be based on the
accepted estimate.
(d) Failing agreement between the Company and the Contractor as to
any rate or price to be applied in the valuation of any Variation, a fair
valuation shall be made by the Company. The Variation Order shall
state the basis of the Company's valuation.
If either the Company or the Contractor considers that the nature or amount
of any Variation relative to the nature or amount of any part of the Works to
be such that any rate or price already contained in the Contract for any item
of work it is rendered unreasonable or Inapplicable, then the relevant party
shall give notice to that effect to the other party. The notice shall be given
before the relevant work is commenced or as soon thereafter as is
reasonable In the circumstances. If the parties agree that the relevant rate or
price should be varied, the Company shall, In consultation with the
Contractor, fix such rate or price as in the circumstances the Company shall
think reasonable and proper.
31.8 Even if a Variation Order has not been issued, or the amount of any
adjustment to the Contract Price andlor the Scheduled Completion Date has
not been determined, or the dispute regarding such Variation (including
whether it qualifies as a Variation) has been referred to arbitration in
accordance with Article 46, the Contractor shall promptly comply with
instructions, authorisations and notices given by the Company in connection
with the Works. Subsequently, the Company will, if justified under the
provisions of Article 31.5, issue a Variation Order with respect to such
instructions, authorisations and notices.
31.9 If the Contractor believes that any Instruction, interpretation, decision or any
other act or omission of the Company (Including that of the EPCM Contractor .
on behalf of the Company), including, but not limited to, unreasonable delays
in providing approvals, authorisations, agreements, reviews, information,
documents or Free-issue Items, would result, or has resulted, in the criteria
set forth in Article 31.5 for a Variation Order being met, the Contractor shall
promptly notify the Company in accordance with Article 31.10 . To the extent
the Company reasonably agrees, the Company shall issue a Variation Order
pursuant to Article 31.5. However, no Variation will be allowed if the
Contractor has proceeded with the work affected by the relevant instruction,
Interpretation, decision or other act or omission prior to notifying the
Company or if, and to the extent that, In Company's judgement:
ICISVSIGTCSvsRev4.1
49
GENERAL TERMS ANO CONDITIONS FOR CONSTRUCTION WORKS
(a)
(b)
(c)
31.10 (a)
(b)
the relevant instruction, interpretation, decision or other act or
omission affected the Contractor's performance in a manner which
was not inconsistent with the requirements of the Contract or was
necessitated by the Contractor's failure to comply with a requirement
of the Contract, or
the Contractor's performance was already adversely affected by any
other cause within the control of the Contractor, or
the Contractor has failed to demonstrate that it has explored every
possibility of adjusting the Programme of Works to minimise or
eliminate extra costs and delays In completion of the Works which
may arise as the result of the instruction, Interpretation, decision or
other act or omission.
If the Contractor intends to make an application for an adjustment to
the Contract Price andlor of the Scheduled Completion Date under
any Article of these General Terms and Conditions (Including but not
limited to Article 31.9) other than Articles 31.1 and 31.3, it shall give
notice in writing of its intention to the Company as soon as
reasonably possible but in no event no later than fourteen (14) days
after the occurrence of event(s) giving rise to the application.
Beginning from the time of the occurrence, the Contractor shall
establish and maintain fully detailed contemporary records pertaining
to the event and to its effect upon the Contractor's ability to perform
the Works.
The Contractor shall submit its application, together wllh a statement
of the amount of any adjustment to the Contract Price andlor the
Scheduled Completion Date claimed by the Contractor and
supporting information which shall be sufficiently detailed and
comprehensive as will enable the Company to make a decision as
soon as reasonably possible, to the Company In accordance wllh its
instructions. The Company may request such reasonable additional
information as it may consider necessary to evaluate the application
and the Contractor shall provide such information within seven (7)
days of the Company requesting such information or within such
other period as the Company and the Contractor may agree in writing
to be reasonable in the circumstances.
The Company shall consider the application in relation to all the
relevant circumstances and provisions of this Contract and notify the
Contractor within a reasonable time of lis conclusion.
IC\SVS\GTCSvsRev4.1
50
(c) Subject to the Company's right to waive this requirement in
circumstances where the Contractor could not reasonably have been
expected to give notice within the prescribed period, the correct
giving of notice pursuant to Article 31.10(a) shall be a condition
precedent to the consideration by the Company of any application
made by the Contractor under Article 31.10(a) for an adjustment to
the Contract Price andlor of a Scheduled Completion Date.
Therefore, if the Contractor does not give proper written notice of its
application within the specified time andlor does not establish,
maintain and submit records andlor does not submit its application
together with such other details as may be required in accordance
with the Company's instructions, it shall forfeit any right to any
adjustment to the Contract Price andlor a Scheduled Completion
Date relating to the application. Furthermore, the Contractor
acknowledges and agrees that any application that it makes pursuant
to this Article 31.10 shall take into account all aspects of the matters
giving rise to the application and that no subsequent application in
respect of the alleged cumulative effect of a number of previous
applications will be allowed.
(d) If the Company considers that an application made under this Article
31.10 for an adjustment to the Contract Price andlor any Scheduled
Completion Date is justified, the adjustment(s) shall be evaluated in
accordance with the principles set out in Article 31.7. If the Company
and the Contractor do not reach agreement concerning the extent of
any adjustment, pending settlement of the dispute In accordance with
Article 46, the Company shall make such adjustment, and pay such
monies, as it considers fair and reasonable having taken Into account
all the appropriate provisions of the Contract and any other relevant
factors.
31.11 The Contract Price, Milestone Dates and the Scheduled Completion Date
shall be subject to adjustment only by Variation Orders. Any Variation Order
issued by the Company shall be deemed to include the effect of the Variation
on the Works and of the circumstances covered therein on all previously
authorised Variations.
31.12 For the avoidance of doubt, where any part of the Contract Price is calculated
by measurement of quantities, no Variation Order shall be required in respect
of any increase or decrease in the quantity of any part of the Works where
such increase or decrease is not the result of an instruction given by the
Company under Article 31.1 but Is merely the result of the quantities
measured In accordance with Article 32.2 exceeding or being less than those
stated in the Schedule of Rates and Prices.
32. CONTRACT PRICE AND MEASUREMENT
32.1 Contract Price
32.1.1 As full and final compensation for the satisfactory performance of the
Contractor's obligations under the Contract, the Contractor shall subject to
the rest of the Contract be entitled to the Contract Price, which shall comprise
the lump sum(s) set forth in the Schedule of Rates and Prices, amounts
calculated by application of any unit rates and prices set forth in the Schedule
of Rates and Prices or the subject of cost reimbursement, together with the
amount of any adjustments thereto ascertained in accordance with the
provisions of the Contract.
IC\SVS\GTCSvsRev4.1
51
32.1.2 The descriptions of items given in the Schedule of Rates and Prices are for
guidance only. It is the Contractor's sole responsibility to determine the exact
nature and extent of the Works to be performed under the Contract. No claim
arising as the result of the Contractor's failure in this respect will be
considered.
32.1.3 All lump sums, unit rates and other prices set forth In the Schedule of Rates
and Prices shall be fixed and not subject to adjustment other than by way of
any Variation Order.
32.1.4 Unless expressly stated otherwise In the Contract, the Contractor is deemed
to have allowed in its lump sum(s) and other rates and prices for all costs of
whatever nature in connection with the performance and completion of the
Works In full compliance with the Contract. Such costs shall include, but not
be limited to, all those in respect of or relating to:
(a) salaries, wages, payroll related charges, including those of all labour,
supervisory, management and administrative personnel, and
(b) the provIsion of Construction Equipment, Temporary Works,
Materials, temporary site accommodation and facilities, the receipt
and safe storage of Free-issue Items, and
(c) performance of the Works in accordance with good construction
practice and In a safe, secure and environmentally sound manner,
and
(d) subcontracts, Information technology (computers, etc.),
communications, management, general and administrative overheads
and other general business costs, and
(e) all such taxes, duties, levies, imposts and charges of whatever nature
as may be payable by the Contractor, any Subcontractor and their
respective personnel in connection with the Works, and
(I) inflation, contingencies, profits, and all other costs of whatever nature
arising from the performance of the Works.
32.2 Where the Contract Price comprises fixed lump sums, the following Article
32.2 shall apply:
Except as may be necessary for the valuation of Variations in accordance
with Article 31, no part of the Works shall be the subject of any form of re-
measure. If any measurement Is required in connection with evaluation of
Variations, the method to be adopted shall be that stated in the "Preambles"
included In the Schedule of Rates and Prices.
Unit rates and prices (if any) Included in the Schedule of Rates and Prices
shall only be used for the purpose of assessment of the value of interim
payments andlor of establishing the value of Variations in accordance with
the provisions of Article 31.
32.3 Where the Contract Price comprises amounts subject to remeasurement of
quantities, the following Article 32.3 shall apply:
32.3.1 The quantities, if any, set out in the Schedule of Rates and Prices are the
estimated quantities of the work and are not intended to be taken as the
actual and correct quantities of the Works to be performed by the Contractor
In fulfilment of its obligations under the Contract.
JClSVS\GTCSvsRev4.1
52
No error or omission in the descriptions included by the Company in the
Schedule of Rates and Prices shail invalidate the Contract nor release the
Contractor from the performance of the whole or any part of the Works
according to the Technical Specification or from any of its other obligations or
liabilities under the Contract. Any Identified error or omission shall be
corrected by the Company and the value of work actually carried out shall, if
justified, be ascertained in accordance with Article 31. However, there shall
be no such correction in the case of any errors, omissions or wrong estimates
In the descriptions, rates and/or prices inserted by the Contractor in the
Schedule of Rates and Prices.
32.3.2 Except for those elements of the Contract Price in respect of work or items for
which it will be paid on the basis of lump sums, Milestone payments or other
fixed payments already set forth in the Schedule of Rates and Prices, the
value of the work to be carried out by the Contractor shall be calculated on
the basis of measurement. of the "approved for construction" ("AFC")
drawings.
Unless, pursuant to Article 32.3.3, the Company requires otherwise, no part
of the Works shall be the subject of any form of "as-built" measurement.
The measurement of AFC drawings shall be carried out by the Company
according to the procedures set forth in the Contract. The Company shall
allow the Contractor access to all such information relating to the re-
measurement as the Contractor may reasonably require to enable it to satisfy
itself as to the accuracy of the Company's valuation of the work.
In the case of lump sum, Milestone or other fixed payments, the Contractor
shall provide the Company with evidence that the work for which a payment
Is considered due has been completed in accordance with the Contract.
32.3.3 If the Company requires any part of the Works to be measured at the Work
Site in order to establish the value of any part of the Works carried out under
a Variation Order, It shall give reasonable notice to the Contractor. The
Contractor, or its representative, shall assist the Company to carry out the
measurement and shall furnish such information as the Company reasonably
requires for that purpose. If the Contractor fails provide such assistance, the
measurement made by the Company or approved by him shall be taken to be
the correct measurement of the relevant part of the Works.
32.3.4 The methods of measurement to be adopted are those indicated or implied in
the Preambles to the Schedule of Rates and Prices.
33. INTERIM PAYMENTS
33.1 The Contractor shall subject to Article 38.2 submit applications for payments
("Payment Claims") once a month PROVIDED THAT after the date on which
the Defects Correct Period commences, the Contractor shall not submit any
Payment Claim other than in accordance with Article 34. The Payment Claim
submitted under Article 33 shall be in the form of a statement showing:
IClSVSIGTCSvsRev4.1
53
(a) Any entitlement for payment of part of the Contract Price relating to
any designated Milestone achieved, and/.or Works (including those
which are the subject of a Variation Order) performed during the
previous month. Where the Contract Price comprises amounts
subject to remeasurement of quantities, the amount claimed shall
take into account any specified schedule of payments for items
subject to re-measure including any amounts due to the Contractor in
accordance with the agreed AFC bills of quantities provided always
that, in the case of parts of Works completed or partly completed prior
to agreement upon the AFC re-measurement, the Contractor's
entitlement shall be assessed on a pro-rata basis according to actual
progress of the relevant parts of the Works;
(b) The Contract number on the Form of Agreement.
Each Payment Claim shall accurately reflect the actual progress of the Works
and be in a format prescribed by the Company, and shall be accompanied by
such supporting documentation and details as will enable the Company to
verify the amount to be paid to the Contractor.
33.2 The Contractor undertakes to ensure that all documents (including but not
limited to invoices, vouchers, financial statements and reports) submitted by
the Contractor to the Company in support of applications for payment truly
reflect the facts about the activities and transactions to which they relate.
Moreover, the Contractor represents that such documents may be relied
upon by the Company as being complete and accurate. The Contractor shall
promptly notify the Company if it becomes aware of any errors in or
omissions from documents submitted to the Company in support of any such
application for payment.
33.3 Within twenty-one (21) days of receipt of a Payment Claim the Company
shall provide a payment response ("Payment Response") to the Contractor.
The Payment Response shall indicate the following:
(a) the amount which the Company proposes to pay the Contractor in
response to the Payment Claim ("Response Amount"); and
(b) where the Response Amount is less than the amount claimed for in
the Payment Claim ("Claim Amount"):
(i) the amount which the Company proposes to pay for each
item constituting the Claim Amount;
(ii) the reasons for the difference in any of the items;
(iii) the calculations showing how the Response Amount is
derived; and
(iv) for any amount that the Company will be withholding or
deducting from the Payment Claim, the reason for doing so
and the calculations showing how the amount being withheld
or deducted is derived.
33.4 Within seven (7) days after receipt of the Payment Response, the Contractor
shall submit an invoice for the Response Amount ("Payment Invoice"). The
Payment Invoice shall state:
(a) details of the Milestones achieved and other Works for which the
claim is made;
IClSVSIGTCSvsRev4.1
"
(b) the Contract reference number stated on the Form of Agreement, if
any;
(c) the cost code number to be advised by the Company;
(d) for each country where the Works for which the invoice is rendered
has been performed:
(i) the name of the country;
(ii) the nature of the Works performed in that country; and
(iii) the details of the Contract Price invoiced for such Works, in
as much detail as Is possible; and
(e) such other details as Jhe Company may reasonably require;
shall comply with the Goods and Services Tax Act and its regulations, and
shall be accompanied by such supporting documentation and details as are
referred to in Article 33.1.
33.5 The Contractor shall send to the addresses, and marked for the attention of
the persons set out in the Form of Agreement, or such other persons and/or
addresses as may be advised by the Company in writing:
(a) two (2) copies of the Payment Claim:
one copy to EPCM Contractor and one copy to the Company;
(b) the original Payment Invoice (notwithstanding Article 45, only by
hand or mail) to the Company directly; and
(c) one (1) copy of the Payment Invoice to the EPCM Contractor.
33.6 The Payment Invoice and any other invoices under or in connection with the
Contract shall be paid within thirty (30) days of receipt of the correctly
presented Invoice. In the event either party disputes any invoice In whole or
in part, it shall forthwith advise the other party thereof and pay the undisputed
amount of such invoice within the time mentioned above. The payment
obligation as to the disputed amount shall be suspended until settlement of
the dispute.
33.7 Payment by the Company shall not prevent the Company from, at a later
date, disputing any Item Invoiced; nor shall approval and payment be
construed as acknowledgement that any part of the Works has been
satisfactorily completed.
33.8 The Company shall take for its account any charges made by the Company's
bank when remitting to the Contractor's bank account moneys due to the
Contractor under the Contract but all other bank charges shall be for the
account of the Contractor.
IC\SVSIGTCSvsRev4.1
55
34. FINAL ACCOUNT
34.1 After the issue of a Provisional Acceptance Certificate for the Permanent
Works under Article 26 (or, if Provisional Acceptance Certificates are issued
for sections of the Works, the last such certificate), and provided that any
outstanding ("punch list') items have been completed to the satisfaction of the
Company, the Contractor shall submit a Payment Claim showing in detail the
final value of the Works done in accordance with the Contract together with
any further sums which the Contractor considers due to it under the Contract,
for review and approval. The Contractor shall also supply a written
declaration that all costs have been satisfied and paid, that there are no
unsatisfied claims for injuries to persons or damage to property, and that
there are no other outstanding debts for which the Contractor is responsible
In connection with or arising out of the Works.
In order not to prejudice the Company's ability to carry out a timely evaluation
of the final account, the Contractor Is required to submit the Payment Claim
not more than sixty (60) days after the date on which the Defects Correct
Period commences.
34.2 Articles 33.2 to 33.8 shall apply with the necessary changes to a Payment
Claim submitted under Article 34.1.
34.3 The Contractor shall not be entitled to make a claim in respect of, and the
Company shall have no liability for, anything arising under the Contract which
was not included in the Payment Claim submitted under Article 34.1 or if the
Contractor does not submit any Payment Claim in accordance with Article
34.1 save In respect of the rights and obligations of the parties to be
observed and performed during the Defects Correction Period.
34.5 Without prejudice to the Company's rights and remedies under the Contract
or at law, the Company has the right to withhold payment of the Payment
Invoice Issued In respect of the Payment Claim submitted under Article 34.1
until written releases from the Contractor (and from any transferee to whom a
part of the Contract has been transferred, if such transfer is still In effect when
such payment is due) have been provided to the Company. The releases
shall discharge the EPCM Contractor, the Company, and Affiliates of
Company and the personnel of the EPCM Contractor, the Company, and
Affiliates of Company from all liabilities, obligations, and claims arising out of
or under the Contract.
35. TAXES AND DUTIES
35.1 . Except as otherwise specifically provided, the Contractor assumes full and
exclusive liability for payment (which shall not be passed on to the Company
but shall be deemed included in the prices and rates set out in the Contract)
of all taxes, levies, charges and contributions as imposed by any Authorities
of Singapore or any other country whether or not they are measured by
wages, salaries and other remuneration paid to persons engaged or
employed by the Contractor or Subcontractor in the performance of the
Works and shall report and pay such levies, charges and contributions
directly and otherwise comply with the Laws.
[C\SVS\GTCSvsRev4.i
56
35.2 The Contractor assumes full and exclusive liability for payment of all taxes,
duties, penalties, fines, interest and Imposts including by way of illustration
and not limitation, turnover, value added and income tax whether arising in
Singapore or elsewhere, now or hereafter levied or imposed by any
Authorities of Singapore or any other country in connection with the Works or
the payment of the Contract Price or in anyway relating to or assessed upon
the Income, profits or assumed profits or gains of the Contractor or
Subcontractors, and/or personnel of the Contractor or Subcontractors, arising
directly or indirectly out of the performance of the Contract and of the
respective obligations of the Contractor or Subcontractors. The Contractor
agrees to defend, indemnify and hold harmless the Company from and
against any claims, suits, costs and expenses (including but not limited to
legal costs on an indemnity basis), liabilities, judgments, fines, penalties and
sums and amounts as may be incurred In the Investigation, handling and
defence thereof resulting from, or in any way connected with, any such tax
assessment or imposition both on its own behalf and on behalf of any such
Subcontractors or and/or personnel of the Contractor, or Subcontractors. Any
such taxes, duties, penalties, fines, interest, imposts, costs, sums or amounts
arising out of or in relation to this Article 8 shall be for the Contractor's
account.
35.3 Goods and Services Tax if applicable shall be payable in accordance with the
Singapore Goods and Services Tax Act (CAP 117A).
35.4 If the Company is required to pay any levies, charges, contributions, taxes,
penalties, fines or interest of the types referred to in Articles 35.1, 35.2,
and/or 35.5 whether with respect to the Contractor or Subcontractors or other
person, the Company may recover such sums from the Contractor and all
costs incurred by the Company in connection therewith.
35.5 The Contractor shall defend, indemnify and hold harmless the Company from
and against all taxes, levies, charges, penalties, fines and interest imposed
by the Authorities against the Company which should otherwise have been
made against the Contractor and against any claims by personnel of the
Contractor for emoluments of employment or agency or representative
commissions.
35.6 The Contractor shall promptly notify the Company of matters pertaining to
non-payment or payment under protest of, claim for Immunity or exemption
from claim for refund of a credit against any taxes or duties.
35.7 The Contractor shall supply the Company, in the form and within the time
limits specified in writing by the Company, such information as may be
required to enable the Company to comply with any lawful requests for
information from any Authorities having responsibility for assessment and/or
for collection of the taxes, duties, assessments, contributions, licenses, fees
and other charges, or any withholding and tax retention obligations.
ICISVS\GTCSvsRev4.1
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36. AUDIT
36.1 The Company or its authorised representative shall have free access, at all
reasonable times, to the personnel of the Contractor and Subcontractors,
books, records, procedures, correspondence, receipts, vouchers and other
documents of every kind pertaining in any manner to the Contract, which Is
necessary to enable the Company to audit and verify the costs of all items for
which the Contractor has received or will receive payment under the
Contract, andlor to verify compliance by the Contractor, Subcontractors and
the personnel of the Contractor and Subcontractors with the Contract. The
Company or its authorised representative shall have the right to reproduce
any of the aforesaid documents andlor to request and be provided with
electronic flies andlor hard-copy computer print-outs.
36.2 The Contractor shall, from the Effective Date, establish, maintain and
preserve, and shall require all Subcontractors, to do likewise, true and correct
records (including, but not .limited to those referred to in Article 36.1)
pertaining to the performance of its obligations under the Contract together
with all related transactions including, if any, transactions relating to any
management function performed for the Company, for a period of six (6)
years from either the date of issue of the Final Acceptance Certificate or the
date of any termination under Article 36.
36.3 In order to facilitate their exercise on the Company's behalf of any of the
rights and remedies conferred on the Company under the Contract or at law,
the Contractor shall permit free access to the Work Site, the Works generally,
and to all workshops and other places where any part of the Works is
performed or where Materials are being manufactured, assembled or packed,
to the Company, the EPCM Contractor and any other duly authorised
representative of the Company. The Contractor shall provide whatsoever
co-operation and facilities to such parties as may from time to time be
requested by them.
37. SUSPENSION
37.1 The Companymay, at any time and for any reason, suspend the progress of
the whole or any part of the Works by giving the Contractor written notice to
the Contractor stating the effective date of suspension. The notice shall
identify the part of the Works to be suspended and state the effective date of
suspension.
The Contractor shall cease work on the specified part of the Works on the
stated date but shall continue to perform any part of the Works which is not
suspended. Furthermore, unless Instructed to the contrary, the Contractor
shall properly protect, secure and make safe that part of the Works affected
by the suspension and, to the extent that they relate to the suspended
activities, promptly suspend relevant Subcontracts. Suspension shall be
without prejudice to the provisions of Article 16.5.
If suspension Is necessary to avoid the occurrence or continuance of an
unsafe condition or situation or because of a Force Majeure Event, the
Company shall be entitled to overrule the requirement for notice referred to
above and instruct the Contractor to cease work on the relevant part of the
Works immediately.
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37.2 Unless the suspension is necessary because of any act, omission, default or
failure of the Contractor and/or any Subcontractor, or is caused by a Force
Majeure Event, if the Companysuspends the whole or any part of the Works
under Article 37.1, the Contractor shall be entitled to an adjustment of the
Contract Price in respect of such costs in the categories listed In (a) to (I)
below as the Contractor unavoidably Incurs by reason of such suspension but
only to the extent that the Contractor cannot, by using reasonable
endeavours, reduce or mitigate them. The costs referred to shall be limited to
those relating to the following:
(a) Retention of the Contractor's and Subcontractors' personnel,
Including those reasonably required by the Contractor to ensure the
safety and security of the suspended part of the Works, provided their
retention at the Work Site during the period of suspension has been
authorised in advance by the Company.
(b) Any part of the Contractor's Temporary Works dedicated to the
suspended part of the Works to the extent that the Contractor is
unable to utilize such Temporary Works during the period of the
suspension, provided that the circumstances have been
acknowledged in advance by the Company.
(c) Any items of Construction Equipment dedicated to the suspended
Works, provided their retention at the Work Site during the period of
suspension has been authorised in advance by the Company.
(d) Any special protection, preservation or storage measures required In
respect of the suspended Works, provided that such special
measures have been requested or authorised in advance by the
Company.
(e) Any other activities directly related to the suspended part of the
Works, including demobilisation and re-mobilization costs (if any),
provided that relevant expenditure has been authorised in advance or
has been otherwise approved by the Company.
(I) Where suspension relates to an unsafe condition or situation,
overcoming or avoiding the unsafe condition or situation.
37.3 The Company may, at any time, authorise resumption of any suspended part
of the Works by notifying the Contractor of the part of the Works to be
resumed and the effective date of the withdrawal of its notice of suspension.
The Contractor shall resume the Works promptly after receipt of such
authorisation.
37.4 Subject to Article 37.5, the Company shall, after withdrawal of the
suspension, issue a Variation Order which:
(a) adjusts the Contract Price In respect of the costs referred to in Article
37.2; and
(b) provided that the Contractor has used reasonable endeavours to
reduce or mitigate the effect of suspension on the progress of the
Works, amends the Programme of Works and/or the Scheduled
Completion Date to the extent that the Company may consider
justified in the circumstances.
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Notwithstanding the foregoing, if the suspension was caused by a Force
Majeure Event, a Variation Order issued by the Company in respect of this
Article 37.4 shall only amend the Scheduled Completion Date and no
adjustment to the Contract Price will be allowed. Nevertheless, if the
Company instructs the Contractor to accelerate the Works following
suspension due to Force Majeure Event, the provisions of Article 20.3 shall
apply.
In the event of prolonged suspension, the Contractor may apply to the
Company for interim adjustment of the Contract Price. Provided that the
Contractor shall not unreasonably refuse to accept such an application, the
Company may, at its sole discretion, Issue a Variation Order making an
appropriate interim adjustment to the Contract Price.
37.5 If suspension is necessary because of defective work or Materials in the
suspended part of the Works, to avoid the occurrence or continuance of an
unsafe condition or situation .attributable to the Contractor, and/or by reason
of any other default or failure of the Contractor, then:
(a) the Contractor shall bear all additional costs and expenses which it
incurs in respect of the suspension;
(b) any additional direct costs incurred by the Company shall be
recoverable by the Company from the Contractor; and
(c) there shall be no adjustment to any Scheduled Completion Date.
37.6 In the event of prolonged suspension which is not attributable to the
Contractor under Article 37.5, the Company and the Contractor shall meet at
not more than twenty-one (21) day intervals with a view to agreeing a
mutually satisfactory course of action. If a period of suspension exceeds
ninety (90) days the Contractor may serve a notice on the Company
requesting an Instruction to resume the performance of the Works, or that
part subject to suspension . If the Company does not give such instruction
within the period of a further thirty (30) days, the Contractor may, but is not
bound to, treat the suspension as either:
(a) an omission of such part in accordance with Article 31.1 where the
suspension affects part only of the Works, or
(b) termination under Article 38.1 where it affects the whole of the Works,
and shall notify the Company in writing accordingly. Thereafter, unless upon
receipt of said notice the Company forthwith instructs the Contractor to
resume the performance of the Works, the Company shall issue an
appropriate Variation Order under Article 31 or notice of termination under
Article 38, as the case may be.
37.7 The Company's sole liability to the Contractor in the event of suspension of
part or all of the Works shall be determined In accordance with this Article 37
and the Company shall have no liability whatsoever to the Contractor for, and
the Contractor expressly waives any claim for, any other costs, expenses,
overheads, and Consequential Loss of whatever kind.
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38. TERMINATION
38.1 Termination for Company's convenience
38.1.1 Without prejudice to the Company's rights under Article 38.2, the Company
shall have the right, at any time and for any reason, to terminate the
Contractor's performance of the Works for the Company's convenience by
giving written notice to the Contractor stating the effective date of termination.
The Contractor shall cease work on the affected part of the Works on the
stated date and comply with any instructions relating to the termination which
may be issued by the Company.
38.1.2 In the event of termination under Article 38.1, the Company shall pay the
Contractor in accordance with the Contract for that part of the Works properly
carried out prior to the effective date of termination; for the cost of payments
due to any third party in respect of which the Contractor has (prior to the
effective date of termination) properly and irrevocably entered into a
commitment relating directly to the Contract; and, provided the work has been
authorised In advance by Company, for such additional direct costs Incurred
by the Contractor in performing work in connection with such termination.
38.2 Termination for Contractor's default
38.2.1 The Company may, at any time prior to the issue of the Final Acceptance
Certificate, terminate the Contractor's right to proceed with the Works, by
giving the Contractor notice to that effect, if the Contractor:
(a) defaults, falls to perform, or Is otherwise in breach of any of its
obligations under the Contract and, having been given notice by the
Company to correct such default, failure or breach, does not correct
the matter immediately or, when immediate correction Is not possible,
fails to commence and continue effective corrective action within five
(5) working days after receipt of the Company's notice; or
(b) becomes insolvent; commences, or has commenced against it,
proceedings for insolvency, receivership, winding-up (other than for
the purposes of reconstruction or amalgamation), bankruptcy or
liquidation, or is the subject of similar proceedings in the jurisdiction in
which it is incorporated or carries on Its business; or
(c) is the subject of a merger, take-over, acquisition or transfer of
business that would have a detrimental effect upon its ability to
perform its obligations under the Contract.
The Company's notice of termination shall specify the part of the Works to be
terminated and state the effective date of termination.
In the circumstances referred in (b) or (c) above, the Company may, as an
alternative to immediate termination, come to an arrangement (whether
temporary or permanent) as to the continued performance of the Works with
the Contractor's creditors, the administrator of any receivership, bankruptcy
or liquidation proceedings, or any entity involved in a merger, take-over,
acquisition or transfer of business.
38.2.3 In the event of termination under Article 38.2.1, the Company shall have the
right to: .
(a) take possession of the Works, expel the. Contractor from the Work
Site and arrange for the Works to be completed in any manner in
ICISVSIGTCSvsRev4.1
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which it deems fit, including but not limited to the employment of
others to complete the Works;
(b) enter the Contractor's or any Subcontractor's premises and recover
any Materials and/or completed or partly completed parts of the
Works, ownership of which has passed to the Company under Article
29;
(c) retain and use, and the Contractor hereby grants the right to the
Company to retain and use, so much of the Contractor's and any
Subcontractor's Construction Plant and Temporary Works as may be
reasonably required for the completion of the Works; and
(d) recover from the Contractor all costs and expenses the Company
incurs in completing the Works In excess of those costs that it would
have reasonably and properly incurred under the Contract had the
Contractor's employment not been terminated.
The Company may recover the costs referred to in (d) above either directly
from the Contractor or by deducting such costs from any monies due or which
become due to the Contractor In respect of that part of the Works properly
completed prior to the termination. Furthermore, the Contractor shall not be
entitled to submit any further Payment Claim for any part of the Works
properly carried out prior to termination until such time as the costs of
completing the Works have been ascertained.
38.3 Unless instructed otherwise by the Company, In the event of termination
under either Articles 38.1 or 38.2, upon receipt of the Company's notice of
termination the Contractor shall:
(a) discontinue the Works on the date and to the extent specified;
(b) promptly make every reasonable effort to procure cancellation, upon
terms satisfactory to the Company, of all Subcontracts to the extent
they relate to the Contractor's performance of the Works;
(c) assign to the Company such rights, titles and liabilities as the
Contractor may have acquired or entered into together with such
Subcontracts as may be specified in the notice;
(d) Irrespective of the actual ownership thereof, or its location, make and
provide the Company with an Inventory of all materials and
equipment related to the Works within the care, custody and control
of the Contractor;
(e) remove from any property, not being the property of the Contractor,
all of the Contractor's materials and equipment listed in the said
inventory, except for those owned by the Company or designated by
the Company as to be made available to the Company to be used in
connection with the completion of the Works, and leave its allocated
area(s), clean, tidy and In a safe condition;
(I) allow and assist the Company, or a party nominated by the Company,
full and free access to the Work Site to take over and remove the
Works or any relevant part thereof, as the case may be, together with
all materials and/or items of equipment which are the property of the
Company, and
(g) within fourteen (14) days of the effective date of termination deliver to
IC\SVSIGTCSvsRev4.1
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the Company, or a party nominated by the Company, all information,
data, calculations, interpretations, drawings andlor specifications
provided by the Company or developed by the Contractor or its
Subcontractors under this Contract.
38.4 Subject to the Company having given notice of termination in circumstances
in which it Is contractually entitled to, the Company's sole liability to the
Contractor In the event of termination of Its performance of the Works shall be
determined in accordance with this Article 38 and the Company shall have no
liability whatsoever to the Contractor for, and the Contractor expressly waives
any claim for, any other costs, expenses, overheads, anticipated profit or
damages of whatever kind.
38.5 Termination of the employment of the Contractor by the Company in
accordance with preceding provisions of this Article 38 shall not relieve the
Contractor from any liability or obligation under the Contract or at law.
39. FORCE MAJEURE
39.1 Neither party hereto shall be liable for any failure or delay in fulfilling any term
of the Contract (other than the obligation to make payments under the
Contract), to the extent that fulfilment has been delayed, hindered, interfered
with or prevented by a Force Majeure Event which, for the purpose of the
Contract, shall mean any event which is not within the control of such party to
the extent that such event is unavoidable notwithstanding the reasonable
care of or the taking of reasonable steps by such party.
39.2 An event shall be deemed to be within the control of the Contractor if:
(a) it is due to a default or failure of any Subcontractor; or
(b) it is a site-specific strike, labour or employment dispute, or difficulty
or other concerted act of workmen whether direct or indirect among
the personnel of the Contractor or Subcontractor.
39.3 On the occurrence of any Force Majeure Event the party so affected shall:
(a) immediately give verbal notice of such event to the other party and
promptly confirm that notice in writing;
(b) use best endeavours to mitigate the effect of such Force Majeure
Event upon the fulfilment of such obligations under the Contract as
soon as possible; and
(c) resume performance as soon as possible
39.4 When the actual effects of Force Majeure Event are known or can be
reasonably estimated, the Company shall, if justified, issue a Variation Order
amending the Scheduled Completion Date(s) to such an extent as may be
reasonable to take into account the delay to the Works caused by the Force
Majeure Event. However, unless a Force Majeure Event either results in
damage to or loss of a part of the Permanent Works, no adjustment to the
Contract Price shall be allowed in the Variation Order.
ICISVSIGTCSvsRev4.1
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39.5 If, due to any Force Majeure Event, either party shall be excused the
performance of all or a substantial part of their obligations for a period
exceeding three hundred and sixty (360) days, the parties shall meet and
discuss the most appropriate course of action in the circumstances. If after a
period of ten (10) days from the date of their first meeting, the parties have
not agreed on an appropriate course of action but the parties do agree that
the Force Majeure Event is unlikely to end in the foreseeable and near future
and as a result thereof, the fulfilment by the parties of such obligations under
the Contract will continue to be delayed, hindered, interfered with or
prevented, then, either party may terminate the Contract by giving ten (10)
days written notice to the other party.
40. TITLE
40.1 Title to and ownership of all Intellectual Property rights in the Works,
including but not limited to all drawings, specifications, requisitions,
calculations and other documents, data and computer discs and other means
of capturing Information prepared or generated by the Contractor or
Subcontractors in performance of the Contract shall at all times vest In the
Company. The Contractor shall and shall procure that Subcontractors take all
actions and execute all documents as are necessary to ensure that all such
Intellectual Property rights vest in the Company absolutely. The Company,
Technical Adviser and Affiliates of Company shall have the right to use and
have used the Works, the drawings, specifications, requisitions, calculations
and any other information related to the Project for any purpose whatsoever
without any obligation of any kind to the Contractor or Subcontractors.
40.2 Article 40.1 shall not be construed as limiting the Contractor's:
(a) ownership, control and use of the Intellectual Property rights of the
Contractor or a third party (other than Affiliates of Company and
Technical Adviser) in any material or information generated or
acquired other than as part of the Works; or
(b) use of the drawings, specifications, requisitions, calculations and
other documents, data and computer discs and information for the
purpose of performing its obligations under the Contract.
40.3 The Contractor shall procure that any rights and titles to the Works, including
but not limited to Intellectual Property rights, and the obligations connected
therewith, which relate to the Works or the Project and which the Contractor
may acquire vis-a-vis third parties shall vest in the Company.
40.4 The Contractor shall be solely liable for employee compensation or
remuneration due to Inventors (other than personnel of the Company) under
any intellectual property legislation.
41. INTELLECTUAL PROPERTY
41.1 The Contractor shall, at all times, assume all liability for and shall defend,
Indemnify and hold the Company, any Affiliates of Company, the Technical
Adviser, the EPCM Contractor and their respective personnel (each an
"Indemnitee") harmless from and against all loss, damage, cost and expense
(including but not limited to legal costs on an Indemnity basis) arising from
any claim for infringement of any Intellectual Property with respect to or
arising out of:
(a) the Works; or
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(b) the use in the Project or any part thereof of any process or part
thereof; or
(c) the incorporation or use in the Project or any part thereof of any item
of Materials or part thereof; or
(d) the engineering, construction, operation or use of the Works by the
Company, Technical Adviser, Affiliates of Company, EPCM
Contractor.
The Contractor shall obtain a similar indemnity from each Subcontractor for
the benefit of the Company.
41.2 Without prejudice to the provisions in Article 41.1, in case of any Infringement
as referred to in Article 41.1, the Contractor shall, as soon as practicable, at
its own expense and after consultation with the Company either:
(a) procure for the Company the right to continue using the affected
item, or .
(b) replace or procure the replacement of the same with a non-infringing
item, or
(c) modify the same so It becomes non-infringing.
Any such right, replacement or modification shall not entitle the Contractor to
a Variation Order.
41.3 In the event of any claim or action brought against any indemnitee arising out
of the matters referred to in Article 41.1, the Contractor shall be promptly
notified thereof and shall, at its own expense, conduct all negotiations for the
settlement of the same, and any litigation that may arise there from.
Nevertheless the Company reserves its right to be represented in any
proceedings by counsel of its own choice. The Company will not, unless and
until the Contractor shall have failed within a reasonable period to take over
the conduct of the negotiations or litigation, make any admission which might
be prejudicial thereto.
41.4 Upon notification by the Company of any such claim or action referred to in
Article 41.3, the Contractor shall, prior to the commencement of such
negotiation or litigation, give to the Company such reasonable security as
shall from time to time be required by the Company to cover the amount
ascertained or agreed or estimated, as the case may be, of any
compensation, damages, expenses or cost for which the Company may be
held liable. The Company shall, at the request of the Contractor, afford all
reasonable assistance for the purpose of contesting any such claims or
actions and shall be repaid by the Contractor all reasonable expenses
incurred in so doing.
42. CONFIDENTIAL INFORMATION. PUBLICITY AND CONFLICT OF
INTERESTS
42.1 The undertakings and all the provisions contained in the Secrecy Declaration
shall not be restricted, limited or altered in any way by any of the provisions
of the Contract.
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42.2 Publicity
42.2.1 The Contractor shall not make any internal or external publicity
announcements regarding the Works or its activities relating thereto without
first obtaining the Company's approval. The Contractor shall cause any
Subcontractor to comply with this requirement.
42.2.2 The Contractor undertakes that It, the Subcontractors, and Contractor's and
Subcontractors' personnel will not, except with the prior written consent of the
Company, take any photographs of the Work Site or of the existing facilities
at or around the Work Site.
42.2.3 The Contractor shall not erect or permit the erection of any sign or
advertising at or around the Work Site without the prior written approval of
the Company.
42.3 Conflict Of Interests
42.3.1 The Contractor shall establish and maintain appropriate business standards,
procedures and controls including but not limited to those necessary to avoid
any real or apparent impropriety, corruption or adverse impact on the
Interests of the Company or Affiliates of Company. The Company shall have
the right to review such standards, procedures and controls including, without
limitation, those related to the activities of the personnel of the Contractor in
their role with the Company's personnel, Subcontractors and other third
parties, and those relating to the placement and administration of
Subcontracts.
42.3.2 The Contractor shall exercise all reasonable care and diligence during its
performance of the Contract to prevent anything which could result in a
conflict of interest with those of Company. Without prejudice to the generality
of the foregoing:
(a) this obligation shall apply to the activities of the personnel of the
Contractor and Subcontractors in their relations with the Company's
personnel and their families, and third parties. Compliance with this
requirement shall include, but shall not be limited to, establishing
precautions to prevent the Contractor's or Subcontractors' personnel
from receiving, providing or offering any gifts, entertainment,
payments, loans or other consideration for the purposes of
influencing individuals to act contrary to the Company's interests;
(b) The Contractor shall immediately notify the Company if the
Contractor or Subcontractors have or will be involved in any way with
a similar or competing project in Singapore. Upon such notification,
the Company and Contractor shall agree on measures to be
implemented by the Contractor or Subcontractors to avoid any real or
potential conflict of interest.
42.4 The Contractor shall promptly notify the Company of the identity of any
Company's personnel who is known by the Contractor in any way to have a
substantial Interest in the Contractor's business.
43. LIENS
43.1 The Contractor agrees that it will not claim any lien, charge or attachment of
any kind or nature on the Works, and/or Free-issue lIems (if any) or any other
property belonging to the Company wherever it may be located.
IC\SVSIGTCSvsRev4.1

Without prejudice to any of the provisions of this Article 43, the Contractor
shall defend, indemnify and hold the Company harmless from and against
any lien, charge or attachment by any Subcontractor and/or persons alleging
to be Subcontractors.
43.2 The Contractor shall promptly notify the Company of any actual or anticipated
claim or lien, charge or attachment which might affect any part of the Works.
If the Contractor notifies the Company of, or the Company Itself obtains
evidence of, an actual or anticipated lien, charge or attachment, the Company
shall have the right, without prejudice to its rights and remedies under the
Contract or at law, to withhold and/or set-off or otherwise recover from the
Contractor such sum of money as will fully indemnify the Company against
any such claim, lien, charge or attachment.
44. EXPORT CONTROLS
44.1 The Contractor agrees and undertakes to perform the Works in full
compliance with all applicable export control and other foreign trade control
laws (including without limitation laws restricting sales and/or transfers to
other countries and parties of products, software or technical data). Without
prejudice to the generality of the foregoing, the Contractor agrees that no
products, software or technical data of United States of America origin or with
United States of America-origin content will be sold, exported, re-exported or
transmitted except in full compliance with all relevant United States of
America government requirements. The Contractor agrees that the Company
may periodically request, and the Contractor shall provide, written
certification that the Contractor has complied with all applicable laws set forth
in this Article 44.1. Any Violation of this Article 44.1, as determined solely by
the Company, shall be deemed to be a breach of the Contract. The
Contractor shall cause the obligations under this Article 44.1 to be:
(a) imposed on any party from which products or services are procured
for the purposes of performing the Contractor's obligations under the
Contract; and
(b) included as obligations of the Subcontractors in their respective
Subcontracts.
45. NOTICES
45.1 Any Instruction, notification, agreement, authorisation, approval and
acknowledgement to be given under the Contract:
(a) shall be in writing and signed by the party giving it;
(b) may unless otherwise stated in the Contract be served by hand, or
sending it by facsimile transmission or "Advice-of-Receipt" registered
post (which shall be by air mail if between countries) to the address
and for attention of the relevant party set out in the Form of
Agreement;
(c) shall be deemed received:
(i)
(iI)
(iii)
JC\SVS\GTCSvsRev4.1
if sent by facsimile transmission, at the time of despatch;
if served by hand, at the time of delivery;
if sent by "Advice-of-Receipt" registered post:
67
(1) within the same country: forty-eight (48) hours;
(2) between countries: fourteen (14) days;
from the date of posting, if not in fact received earlier.
46. LAW, LANGUAGE AND SETTLEMENT OF DISPUTES
46.1 Law
This Contract shall be governed by and construed in accordance with the
laws of Singapore.
46.2 Language
All communications, notices,. drawings, calculations, data submissions and
other documents relating to the Contract shall be in English. If any document
furnished by the Contractor Is written in any other language. it shall be
accompanied by an English translation. In the event of conflict. the latter shall
prevail.
The Contractor's managerial personnel shall be proficient in written and
spoken English.
46.3 Settlement of disputes
46.3.1 Any dispute between the parties (whether arising from a claim in contract. in
tort, or at law) which may arise in connection with the Contract, or the
interpretation. application. Implementation, validity. breach or termination of
the Contract or of any provision thereof, shall. in the first Instance be
considered by the parties at the management level and then, failing resolution
at the management level, shall be referred to the senior management level.
46.3.2 Any dispute referred to in Article 46.3.1 that remains unresolved thirty (30)
days after being referred for resolution to the senior management level in
accordance with Article 46.3.1 shall, at the request. of either party,
exclusively be referred to and finally resolved by arbitration in Singapore in
accordance with the International Arbitration Rules of the Singapore
International Arbitration Centre ("SIAC") for the time being in force which rules
are deemed to be incorporated by reference into this article. The tribunal
shall consist of 3 arbitrators.
46.3.3 The language of the arbitral proceedings shall be English.
46.3.4 If any dispute raises issues which are substantially the same as or connected
with Issues raised In a dispute which has already been referred to arbitration
under the Contract and/or any Related Agreement ("Existing Dispute") or
arls,es out of substantially the same facts as the subject of an Existing
Dispute ("Related Dispute"). then the tribunal appointed or to be appOinted
in respect of any such Existing Dispute shall also be appointed as the tribunal
in respect of any Related Dispute, save where the tribunal considers that
such appointment would be inappropriate.
IClSVSIGTCSvsRev4. I
6.
46.3.5 Where, pursuant to the above provIsions, the same tribunal has been
appointed in relation to two or more Related Disputes, the tribunal may order
that the whole or part of the matters at Issue shall be heard together upon
such terms or conditions as the tribunal thinks fit. The tribunal shall have
power to make such directions and any interim, partial or final awards as it
considers just and desirable.
46.3.6 Upon the request of a party to a dispute or a party to the Contract and/or any
Related Agreement which itself wishes to be joined in any reference to
arbitration commenced in accordance with this Article 46.3, the tribunal may
join any party to the Contract and/or any Related Agreement to the reference
to arbitration proceedings and may make a single, final award determining all
disputes between them. Each of the parties to the Contract and/or to any
Related Agreement hereby agrees to be joined to any reference to arbitration
proceedings in relation to any dispute at the request of a party to that dispute,
and to accept the Joinder of a party requesting to be joined pursuant to this
Article 46.3.6.
46.3.7 For the purposes of this Article 46.3, "Related Agreement" means:
(a) the Secrecy Declaration;
(b) the contracts (other than the Contract) under which the Contractor
supplies goods and/or services for the purposes of the Project or
related projects ("Other Contracts With Contractor");
(c) the contracts (Including but not limited to that with the EPCM
Contractor) for engineering, procurement and construction
management services entered into by Company or an Affiliate of
Company under which the counter party will manage, amongst
others, the Contract or Other Contracts With Contractor ("EPCM
Contracts");
(d) Implementation Contracts (as defined in the EPCM Contracts) other
than the Contract and Other Contracts With Contractor; and
(e) the parent company guarantees given pursuant to the EPCM
Contracts, the Contract, Other Contracts With Contractor and
Implementation Contracts.
46.3.8 If a dispute is referred for resolution pursuant to Article 46.3, the Contractor
shall nevertheless continue to comply with its obligations under the Contract
Including but not limited to performance of the Works.
47. SURVIVING OBLIGATIONS
The provisions of the Contract which by their nature are intended to survive
the termination, cancellation, completion or expiration of the Contract,
including, but not limited to, any expressed limitations of liability of, exclusions
or releases from liability, indemnities or confidentiality obligations shall
continue as valid and enforceable obligations of the parties notwithstanding
any such termination, cancellation, completion or expiration of the Contract.
48. WAIVER AND SEVERABILITY
48.1 None of the terms and conditions of the Contract shall be considered to be
waived by either party unless a waiver is given In writing by one party to the
other and signed by the authorised representatives of both parties.
IC\SVS\GTCSvsRev4.1
69
No failure by either party to exercise any of its rights under the Contracl shall
conslilule a waiver of those rights nor shall Ihe failure excuse Ihe other party
from full performance of any of ils obligations under the Contracl.
48.2 In the event that any provision of the Contract shall be held to be illegal,
invalid or unenforceable in whole or in part under any law of any jurisdiction:
(a) that shall not affect or impair:
(i) the legality, validity or enforceability in that jurisdiction of any
other provision of the Contract; or
(il) the legality, validity or enforceability under the law of any
other jurisdiction of that or any other provision of the
Contract; and
(b) the parties agree to. negotiate in good faith to reach an equitable
agreement which shall effect the Intent of the parties as set forth in
the Contract.
49. DATE RECOGNITION AND RECORDING
49.1 The Contractor warrants and guarantees that the Permanent Works will not
be adversely affected as a result of any date recognising or recording facility
incorporated therein by the Contractor or a Subcontractor being unable to
recognise or otherwise process or record data or information because of a
change in date. A failure in the Permanent Works arising from a change in
date shall be treated as a defect to be remedied by the Contractor in
accordance with Article 28.
49.2 The Contractor shall ensure that all Construction Equipment and IT systems
(including, but not limited to, planning, material control, administration, payroll
and accounting systems) used by it and/or a Subcontractor in connection with
the performance of the Works are capable of remaining fully functional
through any date change. Moreover, the functionality of such equipment and
systems shall be considered to be within the reasonable control of the
Contractor or Subcontractor and, accordingly, failure of any such equipment
or system caused by a change of date shall not constitute a Force Majeure
Evenl.
50. ENTIRE AGREEMENT
The Contract contains the entire agreement between the parties in relation to
the subject matter hereof and supersedes any previous understandings,
commitments, agreement or representations whatsoever, whether written or
oral. The Contract shall not be varied except by an Instrument in writing
subsequent to the date hereof executed by both parties by their duly
authorised representatives.
JClSVSIGTCSvsRev4.!
70
Introduction
ATTACHMENT 1 TO GENERAL TERMS AND CONDITIONS
FOR CONSTRUCTION WORKS:
SHELL GENERAL BUSINESS PRINCIPLES
The Shell General Business Principles govern how each of the Shell companies which make up the
Shell Group' conducts its affairs.
The objectives of the Shell Group are to engage efficiently, responsibly and profitably in oil, gas,
chemicals and other selected businesses and to participate in the search for and development of other
sources of energy to meet evolving customer needs and the world's growing demand for energy.
We believe that oil and gas will be integral to the global energy needs for economic development for
many decades to come. Our role is to ensure that we extract and deliver them profitably and in
environmentally and socially responsible ways. .
We seek a high standard of performance, maintaining a strong long-term and growing position in the
competitive environments in which we choose to operate.
We aim to work closely with our customers, partners and policy-makers to advance more efficient and
sustainable use of energy and natural resources.
Royal Dutch Shell pIc and the companies in which it directly or indirectly owns investments are
separate and distinct entities. But in this publication, the collective expressions 'Shell' and 'Shell
Group' may be used for convenience where reference is made in general to those companies. Likewise,
the 'words 'we', 'us', 'our', and 'ourselves' are used in some places to refer to the companies of the Shell
Group in general. These expressions are also used where no useful purpose is served by identifying
any particular company or companies.
Our Values
Shell employees share a set of core values - honesty, integrity and respect for people. We also firmly
believe in the fundamental importance of trust, openness, teamwork and professionalism, and pride in
what we do.
Sustainable Development
As part of the Business Principles, we commit to contribute to sustainable development. This requires
balancing short and long term interests, integrating economic, environmental and social considerations
into business decision-making.
Responsibilities
Shell companies recognise five areas of responsibility. It is the duty of management continuously to
assess the priorities and discharge these inseparable responsibilities on the basis of that assessment.
To shareholders
To protect shareholders' investment, and provide a long-term return competitive with those of
other leading companies in the industry.
To customers
To win and maintain customers by developing and providing products and services which offer
value in terms of price, quality, safety and enviromnental impact, which are supported by the
requisite technological, enviromnental and commercial expertise.
To employees
To respect the human rights of our employees and to provide them with good and safe working
conditions, ani! competitive terms and conditions of employment.
To promote the development and best use of the talents of our employees; to create an inclusive
work enviromnent where every employee has an equal opportunity to develop his or her skills and
talents. To encourage the involvement of employees in the planning and direction of their work; to
provide them with channels to report concems.
We recognise that commercial s ~ c c e s s depends on the full commitment of all employees
To those with whom we do business
To seek mutually beneficial relationships with contractors, suppliers and in joint ventures and to
promote the application of these Shell General Business Principles or equivalent principles in such
relationships. The ability to promote these principles effectively will be an important factor in the
decision to enter into or remain in such relationships.
To society
To conduct business as responsible corporate members of society, to comply with applicable laws
and regnlations, to support fundamental human rights in line with the legitimate role of business,
arid to give proper regard to health, safety, security and the enviromnent.
Principle 1: Economics
Long-term profitability is essential to achieving our business goals and to our continued growth. It is a
measure both of efficiency and of the value that customers place on Shell products and services. It
supplies the necessary corporate resources for the continuing investment that is required to develop and
produce future energy supplies to meet customer needs. Without profits and a strong fmancial
foundation, it would not be possible to fulfil our responsibilities.
Criteria for investment and divestment decisions include sustainable development considerations
(economic, social and enviromnental) and an appraisal of the risks of the investment.
Principle 2: Competition
Shell companies support free enterprise. We seek to compete fairly and ethically and within the
framework of applicable competition laws; we will not prevent others from competing freely with us.
Principle 3: Business Integrity
Shell companies insist on honesty, integrity and fairness in all aspects of our business and expect the
same in our relationships with all those with whom we do business. The direct or indirect offer,
payment, soliciting or acceptance of bribes in any form is unacceptable. Facilitation payments are also
bribes and should not be made. Employees must avoid conflicts of interest between their private
activities and their part in the conduct of company business. Employees must also declare to their
employing company potential conflicts of interest. All business transactions on behalf of a Shell
company must be reflected accurately and fairly io the accounts ofthe company in accordance with
established procedures and are subject to audit and disclosure.
Principle 4: Political Activities
a) Of companies
Shell companies act in a socially responsible manner within the laws of the countries io which
we operate in pursuit of our legitimate commercial objectives.
Shell companies do not make payments to political parties, organizations or their
representatives. Shell companies do not take part io party politics. However, when dealiog
with governments, Shell companies have the right and the responsibility to make our position
known on any matters, which affect us, our employees, our customers, our shareholders or
local communities io a maD)ler which is in accordance with our values and the Business
Priociples.
b) Of employees
Where individuals wish to engage in activities in the community, including standing for
election to public office, they will be given the opportunity to do so where this is appropriate
in the light oflocal circumstances.
Principle 5: Health, Safety, Security and the Environment
Shell companies have a systematic approach to health, safety, security and environmental management
in order to achieve continuous perfonnance improvement.
To this end, Shell companies manage these matters as critical business activities, set standards and
targets for improvement, and measure, appraise and report performance externally.
We continually look for ways to reduce the environmental impact of our operations, products and
services.
Principle 6: Local Communities
Shell companies aim to be good neighbours by continuously improving the ways in which we
contribute directly or indirectly to the general well-being of the communities within which we work.
We manage the social impacts of our business activities carefully and work with others to enhance the
benefits to local communities, and to mitigate any negative impacts from our activities.
In addition, Shell companies take a constructive interest in societal matters, directly or indirectly
related to our business.
Principle 7: Communication and Engagement
Shell companies recognise that regular dialogue and engagement with our stakeholders is essential. We
are committed to reporting of our performance by providing full relevant information to legitimately
interested parties, subject to any overriding considerations of business confidentiality. .
In our interactions with employees, business partners and local communities, we seek to listen and
respond to them honestly and responsibly.
Principle 8: Compliance
We comply with all applicable laws and regulations of the countries in which we operate.
LIving by our Principles
Our shared core values of honesty, integrity and respect for people, underpin all the work we do and
are the foundation of our Business Principles.
The Business Principles apply to all transactions, large or small, and drive the behaviour expected of
every employee in every Shell company in the conduct of its business at all times.
We are judged by how we act. Our reputation will be upheld if we act in accordance with the law and
the Business Principles. We encourage our business partners to live by them or by equivalent
principles.
We encourage our employees to demonstrate leadership, accountability and teamwork, and through
these behaviours, to contribute to the overall success of Shell.
It is the responsibility of management to lead by example, to ensure that all employees are aware of
these principles, and behave in accordance with the spirit as well as with the letter of this statement.
The application of these principles is underpinned by a comprehensive set of assurance procedures,
which are designed to make sure that our employees understand the principles and confirm that they act
in accordance with them.
As part of the assurance system, it is also the responsibility of management to provide employees with
safe and confidential channels to raise concerns and report instances of non-compliance. In turn, it is
the responsibility of Shell employees to report suspected breaches of the Business Principles to Shell.
The Business Principles have for many years been fundamental to how we conduct our business and
living by them is crucial to our continued success.
(vJ.rL
J eroen van der Veer,
Chief Executive
August 2005
o Shell International Limited 2005
Permission to reproduce any part of this publication should be sought from Shell International
Limited. Permission will usually be given, provided that the source is acknowledged.
The fIrst edition of the Statement of General Business Principles was published in 1976. It was updated
in 1984, 1988, 1990, 1994, 1997 and 2005.
FOR CONSTRUCTION WORKS:
HEALTH, SAFETY, SECURITY AND ENVIRONMENT POLICIES
HEALTH & SAFETY POLICY
It is the policy of the Pulau Bukom refinery management to conduct its activities in such a way
as to take foremost account of the health and safety of its employees and other persons who
work at or visit the Refinery. The Refinery will comply with health and safety measures
required by law and beyond where appropriate.
In its pursuit of excellence in safety, we will take all actions required to prevent injury, ill
health, damage and loss arising from our operations aiming for continuous Improvement.
We are convinced that every accident can be avoided. This can be achieved by the safe
design, operation and maintenance of plant and equipment as well as a total commitment to
safety. We will therefore encourage and enable participation in the establishment and
observance of safe working practices.
We expect our employees and contractors to recognize that there is an equal and clear duty
on their part to act in a responsible manner and to do everything they can to prevent injury to
themselves, as well as to others, and prevent loss to the Refinery.
SECURITY POLICY
EVERY SHELL COMPANY IN SINGAPORE
so Takes a systematic approach to manage security to ensure compliance with the
national legal requirements, group standards and the Statement of General Business
Principles and to achieve continuous performance improvement
SO Reviews measures and promotes awareness and responsibility regularly among all
staff and contractors
SO Requires contractors to manage and comply with our Security standard in line with
this policy
SO Requires joint ventures under its operational control to apply this policy and uses Its
influence to promote it in its other ventures
OBJECTIVES OF SECURITY MANAGEMENT
We are committed to
SO Create a secure business environment for people
SO Minimize economic loss and business disruption
SO Safeguard the Group's integrity and reputation
SO Implement response measures to minimize the Impact of any incident or emergency
We address Security In the same way as other critical activity.
The Security Policy and guidelines are made known to our employees, contractors and
visitors. All Incidents of breaches and Irregularities shall be reported, investigated and
recorded.
ENVIRONMENTAL POLICY
In line with the policy of Shell Companies in Singapore, we are committed to have a
systematic approach to the management of Healthy, Safety and the Environment, and
therefore, shall:
SQ Conduct our business in a manner which minimizes the environmental consequences
of our operations.
SQ Use resources, materials and energy efficiently to provide our products and services.
SQ Encourages feedback on our environmental peliormance and controls.
SQ Requires contractors to manage their environmental peliormance in line with this
policy and to comply with our environmental control procedures
SQ Company with applicable legal requirements and other requirements subscribed by
the Company.
SQ Achieve continual Improvement in environmental peliormance through an effective
ISO 14001 environmental management system.
SQ Promote a culture In which all Shell employees and contractors share this
commitment.
In this way, we aim to be a good neighbour and corporate citizen, working to prevent pollution
and to have an environmental peliormance which we can be proud of, earning the confidence
of customers, shareholders and society at large, and which enables us to contribute to
sustainable development.
To
Attention
Dear Sirs
FOR CONSTRUCTION WORKS, ARTICLE 10.1:
FORM OF STANDBY LETTER OF CREDIT
[On the headed notepaper of the Bank]
Shell Eastern Petroleum (Pte) Ltd .
83 Clemenceau Ave #04-00
Shell House
Singapore 239920
Loura Widjaja, Finance Adviser
STANDBY LETTER OF CREDIT NO:
In consideration of your agreeing at our request to award your contract with reference number
04217 - 4201 D for Piping works for Process 2 Area ("CONTRACT") to our customer Plant
Engineering Construction Private Limited ("CONTRACTOR") and to allow the CONTRACTOR to
submit a payment claim, and in fulfilment of CONTRACTOR'S obligation under the CONTRACT
to provide a standby letter of credit as a condition for submitting such payment claim. we hereby
establish our Irrevocable Standby Letter of Credit in your favour for account of the
CONTRACTOR.
1. We hereby Irrevocably and unconditionally covenant and/or undertake to pay in full to
you upon your written demand any and all sum or sums that may from time to time be
demanded by you up to a maximum aggregate sum of S$ 3,239,421.00
("SECURED AMOUNT"). Any sum or sums so demanded shall be paid by us within the
time stipulated in this Standby Letter of Credit unconditionally, without any deductions or
set-offs whatsoever and notwithstanding the existence of any differences or disputes
between you and the CONTRACTOR arising under or out of or in connection with the
CONTRACT or the performance of the CONTRACTOR'S obligations thereunder or as to
any amount or amounts payable thereunder and notwithstanding that such differences
or disputes have been referred to arbitration or are the subject of proceedings in Court.
2. For the avoidance of doubt, your demand for payment shall be conclusive evidence that
the amount demanded by you is due and payable by us to you and we shall be
precluded from challenging payment pursuant to this Standby Letter of Credit on the
grounds that there has been no default, failure and/or breach on the part of the
CONTRACTOR or on any other grounds whatsoever.
3. Payment of the sum so demanded shall be made within three (3) days of the date of our
receipt of your written demand. Your written demand shall be presented in person at, or
sent to us by courier to, our counters at Trade Services Team 2, 60B Orchard Road,
#03-18, the Atrium at Orchard (Tower II) Singapore 238891, or such other address in
Singapore of which we have given you at least 14 days' written notice.
4. We shall have no power in any circumstances or at any time to reduce the SECURED
AMOUNT by any amount whatsoever unless such a reduction has been expressly
agreed to by you in writing.
5. This Standby Letter of Credit shall take effect on the date at the bottom of this Standby
Letter of Credit and shall expire on March 31, 2011, or any later date as may be notified
In writing by the CONTRACTOR to us prior to March 31, 2011. Notwithstanding the
foregoing, demands presented by you within three months of the expiry of this Standby
Letter of Credit shall be valid and binding upon us.
6. This Standby Letter of Credit is subject to the Uniform Customs and Practice for
Documentary Credits (1993 Revision) International Chamber of Commerce Publication
No. 500.
7. This Standby Letter of Credit is a transaction separate from any other on which it may be
based, and the parties to it deal only in documents.
8. This Standby Letter of Credit shall be governed by and construed in accordance with the
laws of Singapore and we hereby submit to the non-exclusive jurisdiction of the Courts
of Singapore.
9. A person who Is not a party to this Standby Letter of Credit has no right under the
Contracls (Rights of Third Parties) Act 53B to enforce any term of this Standby Letter of
Credit, but this does not affect any right or remedy of a third party which exists or is
available apart from that Act.
Dated this __ day of 200 .
Signed by the Bank
Authorised Signature
Authorised Counter Signature
FOR CONSTRUCTION WORKS, ARTICLE 10.5:
FORM OF PARENT COMPANY GUARANTEE
PART 1: FORM OF PARENT COMPANY GUARANTEE
PARENT COMPANY GUARANTEE AND INDEMNITY
THIS GUARANTEE AND INDEMNITY (""Agreement"')is made by way of deed the dd
th
day of
mm. 2007 BETWEEN
(1) PLANT ENGINEERING CONSTRUCTION PRIVATE LIMITED, a company
incorporated in Singapore and having ils registered office at 21 Shipyard Road,
Singapore 628144 (the "Guarantor"); and
(2) Shell Eastern Petroleum (Pte Ltd) a company incorporated in the Republic of
Singapore and having its registered office at 83 Clemenceau Avenue, Shell House
#04-00, Singapore 239920 (the "Company')
INTRODUCTION
(A) The Contractor and the Company [have entered Into/are about to enter into] the
Contract
(B) The Guarantor has agreed to guarantee the obligations of the Contractor to the
Company arising under the Contract subject to the terms and conditions of this
Agreement.
(C) It is the intention of the parties that this Agreement be executed as a deed.
AGREED TERMS
1. Definitions and Interpretations
In this Agreement (including the recitals) the following words and expressions have the
meaning set out opposite them:
"Contract" a contract dated 2th day of March 2007 with reference number
04217-42010 made between (1) the Contractor and (2) the
Company for Above Ground Piping Work for Process 2 area; (as
varied or amended from time to time by agreement between the
parties thereto)
"Business Day" any day on which banks are open for business in Singapore
"Contractor" PLANT ENGINEERING CONSTRUCTION PRIVATE LIMITED,
21 Shipyard Road, Singapore 628144
2. Guarantees
The Guarantor as principal obligor and not merely as surety hereby irrevocably and
unconditionally guarantees to the Company the due and punctual discharge of all obligations
and liabilities whether actual or contingent now or hereafter arising on the part of the
Contractor under the Contract. If there should be at any time or from time to time any breach
of any such obligations or liabilities, the Guarantor shall forthwith either themselves perform or
discharge or take such steps as are necessary to achieve the performance or discharge of
such obligations or liabilities or (in the case of financial obligations or liabilities) within 14 days
of any demand therefore made by the Company unconditionally payor procure to be paid to
the Company, In the currency and otherwise in the manner prescribed in the Contract, any
monies expressed to be due by the Company which are unpaid.
3. Indulgences of no effect
The Guarantor waives all privileges or rights which it may have as guarantor, including but not
limited to any right to require the Company to claim payment or to exhaust remedies against
the Contractor. The Guarantor's obligations under this Agreement shall not be discharged,
lessened, affected or impaired by:
(a) time being given to the Guarantor or to the Contractor;
(b) any other indulgence, concession, composition, release or waiver to the Guarantor or
to the Contractor granted by the Company;
(c) the taking, non-taking, waiver, holding, varying, non-enforcement or release by the
Company of any security or other guarantee for all or any obligations the performance
of which is hereby guaranteed;
(d) any disability, Incapacity, change in ownership or change in constitution of the
Contractor;
(e) any liquidation, administrative or other receivership, administration, bankruptcy,
insolvency, amalgamation, reconstruction, reorganization or dissolution of the
Contractor and any equivalent or analogous proceeding ("Dissolution");
(e) the termination of the Contract;
(I) any variations in the terms of the Contract;
(g) any other security being or becoming wholly or in part void, voidable or
unenforceable; .
(h) any other thing done or omitted or neglected to be done by the Company;
(i) an invalidity, illegality or unenforceability of the obligations of the Contractor under the
Contract or the same being or becoming void or voidable; or
G) any other dealing or thing (whether or not known to the Company and including,
without limitation, any circumstances whatsoever affecting, preventing or reducing the
liability of the Contractor or the recovery of sums under the Contract) which, but for
this provision, would or might operate to exonerate or discharge the Guarantor, from
the whole or any part of its obligations under this Agreement.
4. Continuing Guarantee
The guarantee under this Agreement is to be a continuing guarantee and accordingly shall
remain in operation until the Contractor shall cease to be under any actual and/or contingent
liability to the Company under the terms of the Contract regardless of any intermediate
payment or settlement of account.. The guarantee under this Agreement is in addition to, and
not in substitution for, any security or other guarantee which the Company or any other party
may at any time hold and the guarantee under this Agreement may be enforced without first
having recourse to any such security or guarantee.
5. Recovery as Principal Debtor
Without prejudice to the Company's rights against the Contractor as principal debtor, as a
separate and Independent stipulation it is agreed by the Guarantor that any obligation or
liability guaranteed under this Agreement which may not be enforceable or recoverable on the
footing of a guarantee, whether by reason of any legal limitation, disability or incapacity on or
of the Contractor or any other fact or circumstance, and whether known to the Company or
the Guarantor or not, shall nevertheless be enforceable against or recoverable from the
Guarantor as though the obligation or liability had been incurred by the Guarantor as sole or
principal debtor in respect thereof.
6. Non-enforcement by Guarantor of Right
The Guarantor shall not (without the Company's prior written consent) so long as the
Contractor remains under any actual and/or contingent liability to the Company under the
terms of the Contract:
(a) in respect of any sum paid by the Guarantor under or in respect of this Agreement,
seek to enforce repayment by subrogation or otherwise or to exercise any other rights
or legal remedies of any kind which may accrue howsoever to the Guarantor in
respect of such amount; or
(b) In the event of the Dissolution of the Contractor, prove in competition with the
Company or accept any direct or indirect payment or distribution in respect of any
moneys owing to the Guarantor by the Contractor on any account whatsoever but will
give to the Company the benefit of any such proof and of all moneys to be received in
respect thereof, subject to the terms of this Agreement; or
(c) following failure by the C;ontractor to comply with its obligations under the Contract,
claim or receive payment of any other moneys for the time being due to the
Guarantor by the Contractor whether or not in connection with the Contract or
exercise any other right or remedy which the Guarantor may have in respect thereof.
Any moneys obtained by the Guarantor from the Contractor without such consent or in breach
of this clause 6 shall be held by the Guarantor upon trust to pay the same to the Company in
or towards discharge of the Guarantor's obligations under this Agreement.
7. Indemnity
In addition to the guarantee set out above and separate therefrom, the Guarantor hereby
irrevocably and unconditionally agrees to Indemnify and to keep the Company indemnified
against any cost, loss, liability and expense of whatever kind resulting from the failure by the
Contractor properly to perform any obligations assumed by it under the Contract or resulting
from any of the obligations under the Contract becoming void, voidable, unenforceable or
otherwise ineffective against the Contractor (including without limitation all legal and other
costs, charges and expenses incurred by the Guarantor in connection with preserving or
enforcing or attempting to preserve or enforce its rights under this Agreement) and upon
demand to pay to the Company the amount of such loss whether or not the Company has
attempted to enforce any rights against the Contractor or any other person or otherwise.
8. Currency Indemnity
This clause applies where a payment due by the Guarantor under or In connection with this
Agreement is made or is required to be made in a currency other than the specified currency.
To the extent that the amount received, when converted into the speCified currency, is less
than the amount due, the Guarantor agrees to reimburse the Company for the difference. For
the purposes of the computation of this amount the Company will apply to the amount
received a rate of exchange prevailing on the date of receipt. If, however, the Company is
unable to use the amount received to buy the specified currency on the date of receipt, the
rate of exchange prevailing on the first date on which the Company could buy the specified
currency will be used instead. The obligation In this clause is a separate and independent
obligation.
9. Discharge conditional
Any settlement with. or discharge of. the Guarantor will be subject to a condition. This
condition is that the settlement or discharge will be set aside if any prior payment. or any
other guarantee or security. is set aside. Invalidated or reduced. In this event the Guarantor
agrees to reimburse the Company for the value of the payment. guarantee or security which
is set aside. invalidated or reduced.
10. Indemnity as to Interest and Costs
The Guarantor hereby undertakes to pay interest on all amounts due under this Agreement
from and including the due date up to the date of actual payment (as well after as before any
demand or judgment or the Dissolution or other incapacity of the Contractor) at two (2) per
cent. per annum over the Interbank base rate of UBOR from time to time. Such interest shall
accrue from day to day and shall be compounded monthly.
11. Payments Free of Deduction
All sums payable by the Guarantor under this Agreement shall be paid to the Company in full.
free of any present or future taxes. levies. imposts. duties. charges. fees or with holdings and
without set-off or counterclaim or any restriction. condition or deduction whatsoever. If the
Guarantor Is compelled by law to make any deduction or withholding. the Guarantor will
promptly pay to the Company such additional amount as will result In the net amount received
by the Company being equal to the full amount which would have been receivable had there
been not deduction or withholding. Any additional sum paid under this clause shall not be
treated as interest but as agreed compensation.
12. Intermediate Payments
No payment to the Company (whether under any judgment or court order or otherwise) shall
discharge the obligation or liability in respect of which it was made unless and until the
Company shall have received payment in full in the currency in which such obligations or
liability was incurred and to the extent that the amount of any such payment shall on actual
conversion into such currency fall short of such obligations or liability actual or contingent
expressed in that currency. the Company shall have a furlher separate cause of action
against the Guarantor to recover the amount of the shortfall.
13. No Waiver
No failure or delay by the Company in exercising any right or remedy shall operate as a
waiver thereof nor shall any single or partial exercise or waiver of any right or remedy
preclude its further exercise or the exercise of any other right or remedy.
14. Provisions Severable
Each of the provisions of this Agreement is severable and distinct from the others and if at
any time one or more of such provisions is or becomes invalid. illegal or unenforceable. the
validity. legality and enforceability of the remaining provisions of this Agreement shall not in
any way be affected. prejudiced or impaired thereby.
15. Notices
15.1 Any notice given under or in connection with this Agreement shall only be effective if
given in writing in English by one of the methods specified in clause 15.2. Service of
notice by telex, e-mail or international airmail shall not be effective.
15.2 Subject to clause 15.1, a notice shall be addressed as provided in clause 15.3 and
shall be:
(a) personally delivered, in which case it shall be deemed to have been given
upon delivery at the relevant address; or
(b) if within Singapore, sent by first class pre-paid post, in which case it shall be
deemed to have been given two Business Days after the date of posting; or
(c) if from or to any place outside Singapore, sent by courier In which case it
shall be deemed to have been given two Business Days after delivery to the
courier; or
(d) sent by facsimile, In which case it shall be deemed to have been given when
despatched, but shall only be effective if its uninterrupted transmission can
be confirmed by a transmission report of sender.
Any notice given or deemed to have been given after 17.00 on any Business Day
or at any time on a day which is not a Business Day shall be deemed to have been
given at 09.00 on the next Business Day.
15.3 The addresses and other details of the parties referred to in clause 15.2 are, subject
to clause 15.4:
For the Company:
Shell Eastern Petroleum (Pte) Ltd
For the attention of: Loura Widjaja, Finance Adviser
Address: 83 Clemenceau Ave #04-00,
Shell House,
Singapore 239920
Facsimile number: (65)63848852
For the Guarantor:
For the attention of: Director of Construction
Address: (address of guarantor bank to be inserted here)
Facsimile number: (To be advised)
15.4 A party hereto may notify the other party hereto of a change to the address or any of
the other details specified in clause 15.3. Such notification shall only be given by any
of the modes set out in clause 15.2, and shall be effective on the later of the date
specified in such notice or five Business Days after the notice is given,
notwithstanding the deeming provisions of clause 15.2.
16. Assignment
The Company may assign, charge or transfer this Agreement and this Agreement shall
extend and enure for the benefit of the successors and assignees of the Company. The
Guarantor may not assign, charge or transfer this Agreement to any person under any
circumstances whatsoever.
17. Governing Law, Arbitration and Language
17.1 Any dispute between the parties, whether arising from a claim in contract, in tort. or at
law, which may arise in connection with this Agreement. or the interpretation,
application, implementation, validity, breach or termination of this Agreement or of
any provision thereof, shall exclusively be referred to and finally resolved by
arbitration in Singapore in accordance with the International Arbitration Rules of the
Singapore International Arbitration Centre ("SIAC Arbitration Rules") for the time
being in force which rules are deemed to be Incorporated by reference into this
clause. The tribunal shall consist of 3 arbitrators.
17.2 The language of the arbitral proceedings shall be English.
17.3 If any dispute raises issues which are substantially the same as or connected with
issues raised in a dispute which has already been referred to arbitration under this
Agreement and/or any Related Agreement ("Existing Dispute") or arises out of
substantially the same facts as the subject of an Existing Dispute ("Related
Dispute"), then the tribunal appointed or to be appointed In respect of any such
Existing Dispute shall also be appointed as the tribunal in respect of any Related
Dispute, save where the tribunal considers that such appointment would be
inappropriate.
17.4 Where, pursuant to th;l above provisions. the same tribunal has been appointed in
relation to two or more Related Disputes, the tribunal may order that the whole or part
of the matters at issue shall be heard together upon such terms or conditions as the
tribunal thinks fit. The tribunal shall have power to make such directions and any
interim, partial or final awards as It considers just and desirable.
17.5 Upon the request of a party to a dispute or a party to this Agreement and/or any
Related Agreement which itself wishes to be joined in any reference to arbitration
commenced in accordance with this clause 17. the tribunal may join any party to this
Agreement and/or any Related Agreement to the reference to arbitration proceedings
and may make a single, final award determining all disputes between them. Each of
the parties to this Agreement and/or to any Related Agreement hereby agrees to be
joined to any reference to arbitration proceedings in relation to any dispute at the
request of a party to that dispute, and to accept the joinder of a party requesting to be
joined pursuant to this clause 17.5.
17.6 For the purposes of this clause 17. "Related Agreement" means the Contract, the
Secrecy Declaration (as defined in the Contract) and the contract between the
Company and the EPCM Contractor (as defined in the Contract). the parent company
guarantee given pursuant to such contract between the Company and the EPCM
Contractor, and any other agreement between the Company and the Contractor
which provides for dispute settlement by arbitration under the SIAC Arbitration Rules.
17.7 This Agreement shall be governed by and construed in accordance with the laws of
Singapore.
18. Rights of Third Parties
The parties to this Agreement do not intend that any term of this agreement should be
enforceable. by virtue of the Contracts (Rights of Third Parties) Act. by any person who Is not
a party to this Agreement.
IN WITNESS of which this Agreement has been executed as a deed and has been delivered
on the date which appears first on the first page of this "Parent Company Guarantee and
Indemnity".
Signed by ___________ _
name
designation Signalure
In Ihe presence of:
Witness' Signalure
Name:
Designation:
Signed by
name
designation Signature
PLANT ENGINEERING CONSTRUCTION PRIVATE LIMITED
In the presence of:
Witness' Signature
Name:
Designation:
WHEREAS,
FOR CONSTRUCTION WORKS
FORM OF DOWN-PAYMENT REFUND BANK GUARANTEE
a company incorporated under the laws of having its
registered office at (hereinafter referred to as the "Contractor" which
expression shall unless repugnant to the context or meaning thereof include its successors
and permitted assigns) have entered into an agreement on (date)
for (Scope of Work) of the Houdini Project (ECC Portion) at Pulau Ular, Singapore
(hereinafter such agreement, as 'amended and supplemented, referred to as the "Contact")
with Shell Eastern Petroleum (Pte) Ltd. having its registered office at 83 Clemenceau
Avenue, #04-00 Shell House, Singapore 239920 (hereinafter referred to as the "Company",
which expression shall unless repugnant to the context or meaning thereof include its
successors and assigns).
WHEREAS under Clause 5.1 of the Form Of Agreement a payment of five percent of the
Provisional Contract Price is payable in advance to the Contractor, as a security for which
the Contractor is required to furnish to Company an irrevocable, unconditional, first demand
. bank guarantee issued by specified financial institutions acceptable to Company, for a Sum
equal to 5% (five percent) of the Provisional Contract Price.
AND WHEREAS the Bank (as defmed herein below) has affirmed that it is as a minimum
rated AA by Standard and Poor's rating agency or an equivalent rating from other rating
agencies or is approved by Company, and at the request ofthe Contractor and for sufficient
consideration, the Bank has agreed to issue this advance repayment bank guarantee in favor
of Company.
AND WHEREAS having its registered office at and a branch office at
(insert name of address in Singapore) Singapore, hereinafter referred to as the "Bank"
(which expression shall unless repugnant to the context or meaning thereof be deemed to
mean and include its successors) being acceptable to the Company under the
Contract, has at the request of the Contractor agreed to issue this down-payment refund
bank guarantee in favor of the Company.
NOW THEREFORE, the Bank hereby undertakes the pecuniary responsibility of the
Contractor to the Company for the repayment of the down payment by the Contractor to the
Company and hereby issues in favor of the Company this irrevocable and unconditional
work down payment refund bank guarantee (hereinafter referred to as the "Guarantee") on
behalf ofthe Contractor in the amount of Singapore Dollars (insert an amount
equal to five percent (5%) of the Contract Price).
The Bank for the purpose hereof unconditionally and irrevocably undertakes to pay the
Company without any demur, reservation, cavil, protest or recourse; immediately on receipt
of fust written demand from the Company, any sum or sums (by way of one or more claims)
not exceeding in the aggregate the amount of Singapore Dollars (insert an
amount equal to five percent (5%) of the Contract Price) without the Company needing to
prove or to show to the Bank grounds or reasons for such demand for the sum specified
therein and notwithstanding any dispute or difference between the Company and the
Contractor in respect of the performance of the Contract or moneys payable by Contractor
to the Company or any matter whatsoever related thereto.
The Bank acknowledges that any such demand by the Company of the amounts payable by
the Bank to the Company shall be fmal, binding and conclusive evidence in respect of the
amounts payable by the Contractor to Company.
The Bank hereby waives the necessity for Company from demanding the aforesaid amount
or any part thereof from the Contractor and also waives any right that the Bank may have of
fust requiring the Company to pursue its legal remedies against the Contractor, before
presenting any written demand to the Bank for payment under this Guarantee.
The Bank further unconditionally agrees with Company that Company shall be at liberty,
without. the Bank's consent and without affecting in any marmer the Bank's obligation under
this Guarantee, from time to time, to:
(i) vary andlor modify any of the terms and conditions of the Contract,
(ii) extend andlor postpone the time for performance of the obligations of the
Contractor under the Contract, or
(iii)forbear or enforce any of the rights exercisable by the Company against the
Contractor under the terms and conditions of the Contract
and the Bank shall not be relieved from its liability by reason of any such act or omission on
the part of the Company or any indulgence by the Company to the Contractor or other thing
whatsoever which under the law relating to sureties would, but for this provision, have the
effect of relieving the Bank of its obligation under this Guarantee.
The Bank's obligation under this Guarantee shall not be reduced by reason of any partial
perfonnance of the Contract. The Bank's obligation shall not be reduced by any failure by
Owner to timely payor perfonn any of its obligations under the Contract.
Any payment made hereunder shall be made free and clear of and without deduction for, or
on account of, any present or future taxes, levies, imposts, duties, charges, fees,
commissions, deductions or withholdings of any nature whatsoever and by whomever
imposed; and where any withholding on a payment is required by law, the Bank shall
comply with such withholding obligations and shall pay such additional amount in respect
of such payment such that Company receives the full amount due hereunder as if no such
withholding had occurred.
This Guarantee shall be a continuing bank guarantee and the Guarantee shall not be affected
or discharged by the liquidation winding up, bankruptcy, reorganization, dissolution or
insolvency of any member of the Contractor or any other circumstances whatsoever.
This Guarantee shall be in addition to and not in substitution or in derogation of any other
security held by Company to secure the perfonnance of the obligations of the Contractor
under the Contract.
The Bank agrees that Company at its option shall be entitled to enforce this Guarantee
against the surety, as a principal debtor the fIrst instance without proceeding at the fIrst
instance against the Contractor. The Bank can amend the value of this Guarantee on a
quarterly basis with prior written notice to the Company, upon receipt of request from the
Contractor for change in the value of the Guarantee provided such request is accompanied
with a written certifIcation from Company approving such change in the value of the
Guarantee.
Without prejudice to any continuing liability to perfonn obligations under this Guarantee
which have arisen prior thereto, the Bank shall be released from any further obligations
arising hereunder after June 30, 2009 unless this Guarantee is otherwise extended on
account of failure to recover the entire down-payment from the Contractor by the said date.
The Company may assign this Guarantee to any Person and in such case the Company shall
inform the Bank in writing. This Guarantee shall not be assigned or transferred by the Bank.
This Guarantee is subject to the laws of Singapore. Any suit, action, or other proceeding
arising out of this Guarante.e or the subject matter hereof shall be subject to the exclusive
jurisdiction of courts of Singapore.
The Bank has the power to issue this Guarantee in favor of Company. The aggregate
liability ofthe Bank under this Guarantee shall not under any circumstance exceed
Singapore Dollars (insert an amount equal to five percent (5%) of the Contract
Price).
Capitalized telTIls not otherwise defmed herein shall have their respective meanings given
such telTIls set forth in the Contract.
In witness whereof the Bank, through its authorized officer, has set its hand and stamp on
this day of 2007.
(Signature)
Name
Designation with Stamp
Secrecy Declaration for Houdini Prolect
Between
Shell Eastern Petroleum (Pte) Ltd, a company registered in Singapore with its registered
office at 83 Clemenceau Ave #04-00, Shell House, Singapore 239920 ("Company");
and
Name of company/firm: Plant Engineering Construction Pte Ltd
Place of incorporation/registration: ______________ _
Registration number: _1,..,9"'8"'20"'0"-'7-"9!!.ML-_______________ _
Registered office: 21 Shipyard Road Singapore 628144
Plant Engineering Construction Pte Ltd
("Tendere(').
In consideration of being invited from time to time by or on behalf of the Company or an
Affiliate to tender for the supply of services and/or goods for any part of the Houdini Project
("Services/Goods"), the Tenderer hereby undertakes to the Company, for itself, its
successors and assigns as follows:
DEFINITIONS
1. "Confidential Information" means any knowledge or Information at any time:
(a) (i) disclosed to the Tenderer:
(1) by; or
(2) on behalf of;
the Company or an Affiliate; or
(ii) acquired or received by the Tenderer:
(1) from; or
(2) on behalf of;
the Company or an Affiliate;
by means of electronic communication, in writing, In drawings or in any
other way whatsoever, or
(b) acquired or received by the Tenderer in the course of preparing and
submitting the tenders, and/or performing its obligations under the
contracts for the supply of the Services/Goods ("Contracts"), if awarded;
and all data and Inferences derived therefrom, whether the knowledge,
Information, data or inferences are in connection with the tenders and/or Contracts
or not, and whether of a scientific, commercial, technical, procedural nature or
otherwise, except to the extent that such knowledge or information is:
dcIIooaIicaIs'houdiDi\lOsecdecUI&llcr.OJ

(A) part of public knowledge or literature as evidenced by printed publication
or otherwise provided this is not through the act or default of the
Tenderer, or
(B) disclosed or furnished or lawfully made known to the Tenderer by any
third party without restriction on disclosure;
(C) developed by the Tenderer independently without reference to
Information which is outside the ambit of (A) or (B) above.
Knowledge or Information shaJJ not be deemed to be within the exceptions in
clauses 1 (A), 1 (B) and 1 (C) merely because it Is embraced by more general
knowledge or Information in the Tenderer's possession or public knowledge or
literature. Further, any combination of two or more portions of knowledge or
information shall not be deemed to be generally available to the pubJJc by reason
only of each separate portion being so available. The combination shall only be
within the exceptions if the combination itself and its principle of operation are in
the Tenderer'S possession with9ut binder of secrecy or in the public knowledge or
JJterature.
2. "Affiliate" means Royal Dutch SheJJ pic, and any entity (other than the Company)
which Royal Dutch Shell pic directly or indirectly controls.
For the purposes of the foregoing:
(a) an entity directly controls another entity if it owns fifty percent (50%) or
more of the voting rights attached to the issued share capital of the other
entity;
(b) an entity Indirectly controls another entity if a series of entities can be
specified, beginning with the first entity and ending with the other entity,
so related that each entity of the series (except the ultimate controlling
entity) is directly controlled by one or more of the entities earlier in the
series.
3. "Houdini Projecf' means:
(a) the construction of:
(i) a new mono ethylene glycol complex on Jurong Island;
(i1) a new ethylene cracker complex on Pulau Ular,
(Iii) the following on Pulau Bukom Besar:
(1) a new high vacuum unit number 5 (HVU5);
(2) a new sulphur recovery 6 (SRU6);
(3) a revamped hydrocracker complex (HCU);
(4) a revamped hydro-desulphuriser number 2 (HDS2); and
(b) the making of:
(i) modifications (including but not limited to additions) to the
Company's refinery complex at Pular Bukom Besar, Pulau Bukom
Kechil and Pulau Ular ("Bukom refinery complex"); and
B.IIi;r\'IlJ

2
(ii) interconnections between the new ethylene cracker complex and
the Bukom refinery.
DUTIES OF CONFIDENCE
4. The Tenderer shall:
(a) not disclose to any third party:
(i) that it has been Invited to tender for or awarded a Contract; or
(ii) the terms of any tender or a Contract;
(b) ensure that the Confidential Information is not:
(i) reproduced, copied or used;
(ii) disciosed to or!'lccessed by a third party;
in whole or part, except to the extent:
(1) the Company has given prior consent in writing; or
(2) necessary for the preparation and submission of a tender to the Company
or performing the obligations under a Contract (if awarded).
DELIVERY UP OF CONFIDENTIAL iNFORMATION
5. The Tenderer shall:
(a) upon notification that It has not been awarded a Contract; or
(b) if awarded a Contract:
(i) when any Confldential Information is no ionger required for the
performance of that Contract; or
(II) upon expiry or termination of that Contract;
whichever is the earlier;
as the case may be:
(1) deliver to the Company any tangibie media (including but not limited to
paper, floppy disks and CD ROMS) which Incorporate or are based upon
Confidential Information, Including but not limited to those prepared by the
Tenderer for the tender or Contract (if awarded); and
(2) destroy any Confidential Information from any media (including but not
limited to the computer systems and tangible media as
described above) that will not be delivered to the Company because they
belong to the Tenderer or for any other reason.
DISCLOSURE OF THIRD PARTIES' TECHNICAL INFORMATION BY TENDERER
6. The Tenderer shall not, and shall ensure that its subcontractors will not disclose to
the Company or Affiliates on a confidential basis any technical information regarding
the technology of third parties, unless prior written approval has been obtained from
the Company.
E6d'uak:aIi\h;uini\IC\..cdeeUllno.1lj

3
NO GRANT OF IP RIGHTS
7. Unless otherwise expressly agreed in writing, the disclosure to or acquisition by the
Tenderer of any information (whether Confidential Information or otherwise) shall
not be construed as granting to the Tenderer of any licence of any patent or other
intellectual property right which the Company may now or hereinafter have,
whether as owner or licensee.
COMPLIANCE BY THIRD PARTIES
8. The Tenderer shall ensure that if under the terms or in breach of this Secrecy
Declaration any third party comes to know of or possess any Confidential
information, the third party shall also comply with the provisions of this Secrecy
Declaration.
REMEDIES
9. The Tenderer hereby indemnifies the Company against all costs (including legal
costs on an indemnity basis) and losses whatsoever incurred as a result of the
breach of this Secrecy Declaration.
10. WHhout prejudice to the generality of clause 8, the Tenderer agrees that in the
event of a breach or threatened breach of the provisions of this Secrecy
Declaration, monetary compensation alone may not be adequate and thus the
Company shall be entitled to an injunction, in addition to any other legal or
equitable remedy available to it.
TERMINATION
11. This Secrecy Declaration shall not be terminated except by agreement in wrHing of
the' Company and the Tenderer. For the avoidance of doubt, this Secrecy
Declaration shall not be terminated by the closure of a tender for, or the award,
completion of performance, termination or expiry of, a Contract (if awarded).
THIRD PARTY RIGHTS
12. Affiliates shall be entitled by virtue of the Contracts (Rights of Third Parties) Act
2001 to enforce the benefits conferred on them by this Secrecy Declaration.
However, their consent Is not required for any variation or termination of this
Secrecy Declaration, even if that variation or termination affects the benefit
conferred on them.
13. Except as provided in clause 12, no term of this Secrecy Declaration shall be
enforceable, by virtue of the Contracts (Rights of Third Parties) Act 2001, by any
person other than the Tenderer and the Company.
ARBITRATION
14.1 Any dispute whether arising from a claim in contract, in tort, or at law, which may
arise in connection with this Secrecy Declaration, or the interpretation,
application, Implementation, validity, breach or termination of this Secrecy
Declaration or of any provision thereof, shall exclusively be referred to and finally
resolved by arbitration in Singapore in accordance with the Arbitration Rules of
the Singapore International Arbitration Centre ("SIAC Arbitration Rules") in force
at the time this Secrecy Declaration Is signed which rules are deemed to be
incorporated by reference into this clause. The tribunal shall consist of 3
arbitrators.

BIs.e.-mUra/puruI\Iw;dco;"'!BoV!:arllljonO)
4
14.2 The language of the arbitral proceedings shall be English.
14.3 If any dispute raises Issues Which are substantially the same as or connected with
issues raised in a dispute which has already been referred to arbitration under this
Secrecy Declaration and/or any Related Agreement ("Existing Dispute") or
arises out of substantially the same facts as the subject of an Existing Dispute
("Related Dispute"), then the tribunal appointed or to be appointed in respect of
any such Existing Dispute shall also be appointed as the tribunal in respect of any
Related Dispute, save where the tribunal considers that such appointment would
be inappropriate.
14.4 Where, pursuant to the above provisions, the same tribunal has been appointed in
relation to two or more Related Disputes, the tribunal may order that the whole or
part of the matters at issue shall be heard together upon such terms or conditions
as the tribunal thinks fit. The tribunal shall have power to make such directions
and any interim, partial or final awards as it considers just and desirable.
14.5 Upon the request of a party tQ a dispute or a party to this Secrecy Declaration
and/or any Related Agreement which itself wishes to be joined in any reference to
arbitration commenced in accordance with this clause 14, the tribunal may join
any party to this Secrecy Declaration and/or any Related Agreement to the
reference to arbitration proceedings and may make a single, final award
determining all disputes between them. Each of the parties to this Secrecy
Declaration and/or to any Related Agreement hereby agrees to be joined to any
reference to arbitration proceedings In relation to any dispute at the request of a
party to that dispute, and to accept the joinder of a party requesting to be joined
pursuant to this clause 14.5.
14.6 For the purposes of this clause 14, "Related Agreement" means the Contracts,
the contracts for engineering, procurement and construction management of any
part of the Houdini Project entered Into by the Company or an Affiliate ("EPCM
Contracts"), the parent company guarantees given pursuant to the EPCM
Contracts, and IMPLEMENTATION CONTRACTS (as defined In the EPCM
Contracts) other than the Contracts.
14.7 If a dispute Is referred for resolution pursuant to clause 14, the Tenderer shall
nevertheless continue to comply with its obligations under this Secrecy
Declaration.
GOVERNING LAW
15. The governing law of this Secrecy Declaration shall be the law of Singapore.
TRANSFER
16. The Company shall be entitled to, by giving prior written notification to the
Tenderer, transfer Its rights and/or obligations under this Secrecy Declaration, In
whole or in part, to any Affiliate to whom the Contracts or EPCM Contracts may be
transferred, or who may own or operate any of the assets described In clause 3.
The Tenderer shall be deemed to have given Its consent to such transfer and shall
unconditionally execute any document to give effect to such transfer.
STATUS
17. The terms of this Secrecy Declarat/on shall be In addition to and not to the
exclusion of any provision on confidentiality or secrecy of information in a Contract
(if awarded).

5
18. Nothing in this Secrecy Declaration shall affect the application of any other
undertaking (whether called a secrecy declaration or not) regarding confidentiality
or secrecy of information which the Tenderer has signed or will be signing for
tenders for contracts which are not for any part of the Houdini Project.
For and on behaJl,vUhe Tenderer' For and on behalf of the Comoan';-
Signature
fJH
Date of 28 February 2006
sianina
Name of Chee Kok Shine
sianatorv
Designation
of slanatorv
Senior Director Project
Witness'
~ /
,
sianature
Name of Steven Toh Seng Yong
witness
1 If Tenderer is a:
sale proprietorship, the sale proprietor must sign.
6
Appendix 3 To The FORM OF AGREEMENT -SCHEDULE OF RATES AND
PRICES
SCHEDULE OF RATES AND PRICES
PRICES
INDEX
Schedule of Rates and Prices shall consist of following:
I COST ALLOCATION AND DEFINITIONS
1 GENERAL
2 CONCEPT OF COST ALLOCATION
3 DEFINITIONS OF COST ITEMS
3.1 Direct Work Cost
3.2 Indirect Work Cost
3.3 Overhead and Profit
4 CLARIFICATION AND INTERPRETATION
Attachment: Table of Cost Items
IT ADJUSTMENT OF INDIRECT WORK PRICE
ill PRICES AND SCHEDULE OF RATES (pROCESS 2 AREA)
1 Price summary
2 Direct Cost Summary sheet for Piping Work
3 Direct Cost Summary sheet for Painting Work
4 Pre-commissioning and Commissioning Assistance Work Cost Summary
5 Rates for Day Work - Labor
6 Rates for day Work - Equipment
IV PRICE BREAKDOWN FOR DIRECT WORK AND INDIRECT WORK
1 DIRECT WORK PRICE BREAKDOWN
1.1 Labor (Direct Labor Only)
1.2 Construction Equipment
2 INDIRECT WORK PRICE BREAKDOWN
2.1 Common Temporary Facilities
2.2 Transportation and Insurance Cost
2.3 Supervisory and Administrative Staff
2.4 Insurances, Taxes and Duties
v ESCALATION CLAUSE
1 GENERAL
2 ESCALATION ADJUSTMENT
Attachment: Overview of Financial Impact on Manpower costs
PRICES
Note:
Where different sections of the Contract appear to impose on the Contractor obligations of
different stringency but on the same subject matter, the Contractor shall perform all the
obligations in such a way that even the most stringent obligation is complied with or subject
to Company interpretation in which ever way relevant to the Works.
In the event of any conflict or ambiguity between any of the documents constituting the
Contract which cannot be resolved as aforesaid, they shall be given precedence in the order
listed above.
The following words in Appendix 3 shall have the same meaning as defined in the
FORM OF AGREEMENT and the GENERAL TERMS AND CONDITIONS FOR
CONSTRUCTION WORKS:
COMPANY same meaning as Company
CONTRACTOR same meaning as Contractor
WORKS same meaning as Works
CONTRACT same meaning as Contract
PRICES
I COST ALLOCATION AND DEFINITIONS
1. GENERAL
This "COST ALLOCATION AND DEFINITIONS" is prepared for both the Inquiry and
Contract purposes, and is intended to provide the Bidder's or the Contractor, as the case may
be, with the finn interpretation of the cost structure as per EPCM Contractor's "Code of
Account" designed for adaptation to EPCM Contractor's project accounting system, by
classifying various costs, charges, expenses, taxes. and similar impositions, fees and so forth
for various works, services and liabilities involved in construction works into respective cost
items and work categories.
This "COST ALLOCATION AND DEFINITIONS" shall be used:
in the Inquiry documents
as the directives to the Bidders how the breakdown of their offer prices should be made,
in order to ascertain that "the prices quoted by the respective Bidders are all properly
categorized in the same manner and broken down as intended and required by EPCM
Contractor, and that, the prices and the breakdown thereof are adequately filled in to
EPCM Contractor-furnished "Forms of Proposal" which are attached to the Instruction
to Bidders, and
in the Conh'act documents
as an aid to the Contractor for the invoicing offtces in order to ascertain that such offtces
to be undertaken by the Contractor are made properly in accordance with Company's
Invoicing Procedure governing the payments to the Contractor under the Contract, which
Invoicing Procedure is established for individual projects.
This "COST ALLOCATION AND DEFINITIONS" shall constitute a palt of the Inquiry in
the bidding stage, and shall eventually form an integral part of the Contract documents.
The terms and phases defmed in the General Terms and Conditions and in such other
documents as may be applicable are also used in this document and, unless specific remark
is made herein, it shall be interpreted and construed that they have the respective meanings
assigned to them in such documents as referred to above.
2. CONCEPT OF COST ALLOCATION
The concept of "COST ALLOCATION" is as such that is given in Fig.-l: "CONCEPT OF
COST ALLOCATION" which outlines the structure of the Contract Price.
As shown in the Figure mentioned above, the Contract Price consists of:
- Construction Cost which is divided into the two cost portions, i.e., "Direct Work Cost"
and "Indirect Work Cost and Expenses", and
- Overhead and Profit,
and the Direct Work Cost is composed of three (3) cost items and Indirect Work Cost and
Expenses consist of nine (9) cost items.
- 1 -
Cost Allocation.doc
1.1 Materials
a) Materials
1. Direct
~
b) Transportation
Work and Insurance, etc.
Cost
1.2 Direct Labor
2.1 Common Temporary
Facilities
a) Construction
Facilities
b) Camp Facilities
Construction
Cost I
f-- 2.2 Transportation and Insurance,
etc.
a) Construction
Equipment
b) Common Temporary
Facilities
Contract
Price I ~ 2.3 Material Handling
2. Indirect and Storing
Work
Cost and ~ 2.4 Supervisory and
Expenses Administrative Staff
and Laborers
a) Staff
b) Laborer
2.5 Traveling Expenses
a) Staff
b) Laborer
2.6 Camp Operation
2.7 Field Office Expenses
2.8 Home Office Expenses
2.9 Insurance, Taxes
and Duties
Overhead
and 3.1 Overhead and Profit
Profit
-2-
Cost Allocation.doc
Fig.-l: CONCEPT OF COST ALLOCATION
3. DEFINITIONS OF COST ITEMS
In order to defme the respective cost items, the following terms and phrases are used in this
document, and which terms and phrases, mean respectively as defmed below:
1) "Prime cost" means the price, at which the equipment, materials, supplies, commodities,
consumables, utilities or others of the sort are estimated to be sold or supplied to the
Bidders or are to be sold or supplied to the Contractor, or the works or services are
estimated to be rendered to the Bidders, or are to be rendered to the Contractor, and in
which price, no expenses on the part of the Bidder or the Contractor, as the case may be,
in respect of purchase or taking out thereof are included.
2) "Overseas purchase" means the purchase of products available in the market in such
countries or areas other than Singapore and includes the activities therefor.
3) "Local purchase" means the purchase of products available in the market in Singapore
and includes the activities therefor.
4) "Staff" means such personnel of management level as Field Manager, Construction
Manager and Administration Manager plus supervisory staff and other key clerical
personnel who assist such managers as aforementioned.
5) "Laborer" or "Worker" means foreman and skilled, semi-skilled or non-skilled worker
of respective classes up to Foreman, who are engaged in physical, clerical or
non-clerical works or services other than site-management, administrative or
supervisory services undertaken by such staff as referred to in Item 4) above.
6) "Domestic packing" means such types of packing which are intended only for domestic
trailsportations of cargoes within the country or area of origin or purchase, and does not
mean and include any such seaworthy packing suitable for export purposes.
7) "Domestic transportation" means such transportations within the country or area of
origin or purchase, up to the port of exit or, in the event of local purchase, from the
place of purchase up to the storage area or warehouse in the Work Site.
8) "Export Packing" means such types of packing which are intended for international
transportations of cargoes, whether by land, sea or air, from the port of exit in the
country origin or purchase, to the port of import in other country, and includes such
containers, whether owned, non-owned or leased, for transportations of cargoes by land,
sea or air from a country to another as aforementioned.
The respective cost items in this document represent the categories of the materials, works,
services or liabilities, and against which, the cost involved therein is respectively set forth.
The surmnary of the structure of each cost item and the cost involved therein are specifically
described in the Attachment "Table of Cost Items" hereto.
- 3 -
Cost Allocation.doc
The materials, works, services or liabilities enumerated in each of the categories are to be
taken as typical examples and are not to be considered to be limited to only those stated
therein.
3.1 Direct Work Cost
"Direct Work Cost" is composed of such costs, expenses, charges, taxes and other similar
impositions, fees and so on which are respectively categorized into the following cost items,
and they are:
Cost Item 1.1 - Materials
a) Materials
b) Transportation and Insurance, Etc.
1.2 - Direct Labor, and
1.3 - Constmction Equipment,
and, the summary of the structure of each cost item and the cost involved therein are
specifically described in the Attachment "Table of Cost Items" hereto.
3.2 Indirect Work Cost and Expenses
"Indirect Work Cost and Expenses" is composed of such costs, expenses, charges, taxes and
other similar impositions, fees and so on which are respectively categorized into the
following cost items, and they are:
Cost Item 2.1 - Common Temporary Facilities
a) Construction Facilities
b) Camp Facilities
2.2 - Transportation and Insurance, Etc.
a) Construction Equipment
b) Common Temporary Facilities
2.3 - Material Handling and Storing
2.4 - Supervisory and Administrative
Staff and Laborers
a) Staff
b) Laborers
2.5 - Traveling Expenses
2.6 - Camp Operation
2.7 - Field Office Expenses
2.8 - Home Office Expenses
-4-
Cost Allocation.doc
2.9 - Insurances, Taxes and Duties
and the sununary of the structure of each cost item and the cost involved therein are
specifically described in the Attachment "Table of Cost Items" hereto.
3.3 Overhead and Profit
"Overhead and Profit" is composed of such costs, expenses, charges, taXes and other similar
impositions, fees, contingencies, profit and so on which are categorized into the following
cost item, and it is:
Cost Item 3.1 - Overhead and Profit
and the summary of the structure of the cost item and the cost involved therein plus profit
are specifically described Attachment "Table of Cost Items" hereto.
4. CLARIFICATION AND INTERPRETATION
Company reserves the right for making interpretation and/or clarification of this document
or any part hereof. Should there be any ambiguity in this document or any contradiction or
discrepancy between the respective sections of this document or between this document and
other documents forming the Inquiry documents or the Contract documents as appropriate,
the Bidder or the Contractor, as the case may be, shall be required to notify Company
thereof in order to seek for Company's interpretation and/or clarification.
In this connection, the Bidders or the Contractor, as the case may be, shall observe the
relevant provisions of the Inquiry documents or the Contract documents as appropriate.
If any Bidder or the Contractor fails to bring to due attention of Company any of such
ambiguities, contradictions or discrepancies as aforementioned, and if such failure on the
part of the Bidder or the Contractor eventually results in misinterpretation or
non-clarification thereof, and in such a case, although any necessity for adjustment or
correction of the offer price or of the Contract Price arises, Company may require of such
Bidders in question or the Contractor, as the case may be, to adjust or correct the offer price
or the Contract Price and/or the unit rates therefor, and in such an instance, the Bidders in
question or the Contractor shall comply therewith.
Notwithstanding the foregoing, unless such adjustment or correction is to be made in the
manner favorable to the interest of Company, no adjustment or correction shall be
permitted.
- 5 -
Cost Allocation.doc
ATTACHMENT: TABLE OF COST ITEMS
I. DIRECT WORK COST
COST ITEM SUB-ITEM
l.l Materials a) Materials
Cost Allocation AttachmentDOC
CATEGORY
I) Major Equipment and Materials
All major equipment and materials for incorporation into the
PERMANENT WORKS:
- For Civil and Building Works
Such equipment as air-conditioning uuits, ventilation
machinery, boilers and such materials as cement, gravel,
sand, piles, re-bars, other steel and wooden materials,
bricks, tiles, glasses, window frames, doors and like
others
- For Erection Works
Such equipment as columns, drums, heat-exchangers,
tanks, vessels, pumps, compressors, blowers,
transformers, panels, and such materials for piping,
electrical, instrument, insulation and painting works
2) Sub-Materials
Sub-materials for incorporation into the PERMANENT
WORKS, such as welding.rods, liners shim plates, bolts and
nuts, gaskets and like others
1121
COST INVOLVED
- Goods of Overseas Purchase
Prime cost of goods with domestic packing, if necessary, on
ex-works or ex-warehouse basis
- Goods of Local Purchase
Prime cost of goods with domestic packing, if necessary, on
ex-works or ex-warehouse basis plus all costs, charges and
expenses required for delivery to the SITE. e.g., for
domestic transportations, insurances and so forth
I. DIRECT WORK COST
1.1
COST ITEM
Materials
(cont'd)
Cost Allocation AttachmenlDOC
SUB-ITEM
a) Materials
(cont'd)
b) Transportation
and Insurance,
etc.
CATEGORY
3) Direct Temporary Materials
Direct temporary materials not for incorporation into the
PERMANENT WORKS but necessary for construction and
maintenance of the PERMANENT WORKS, such as
shuttering materials, scaffolding and temporary staging
materials, jigs, temporary supports, such other materials and
tools as required for workers' qua1ification, and like others
4) Consumable Materials
All such materials of a consumable nature necessary for
construction and maintenance of the PERMANENT
WORKS, such as oxygen, acetylene, argon, nitrogen and
other technical gases, wire-brushes, vinyl-hose, binding-
wire, spacers, waste cotton cloth, steel and wooden materials
for temporary covering, and like others
I) Transportation
All transportations of equipment and materials in Category
I) of Local Purchase, by sea, land or air, from the place(s) of
production or purchase up to the storage area or warehouse
in the SITE, including loading and unloading works and, if
necessary, lighter services
2/21
COST INVOL YED
Goods of Overseas Purchase
All costs, charges, expenses, taxes and other similar
impositions, fees and the like incurred from such services
and liabilities as referred to in Categories I) through 7) in
the left Column, which are required for provision at the
SITE of the materials of Categories I) through 4), Sub-Item
a) of Cost Item 1.1 hereof, including such contingencies as
demurrage
1. DIRECT WORK COST
COST ITEM SUB-ITEM
l.l Materials b) Transportation and
(cont'd) Insurance, etc.
(cont'd)
CATEGORY
2) Export Packing
Export packing, lease or purcbase of containers, vanning and
preparation of packing lists, packing inspection and other
relevant miscellaneous works and services
3) Temporary Storage
Temporary storage at bonded areas and other storage areas
such as warehouse and container-yard
4) Insurances
FOB Insurance and All Risks Marine Cargo Insurance
including, if necessary, such special clauses as Deferred
Unpacking Clause, required to cover the damage to or loss
of cargoes in transit
5) Customs Clearance Insurance, etc.
Ex-im declarations or licenses, cargo inspections, customs
clearance and so forth
6) Taxes and Duties
Ex-im custom duties and such other associate taxes as
Import Sales Tax
7) Others
Any and all other services and liabilities related to the above
3/21
COST INVOLVED
Goods of Local Purchase
All costs, etc. of transportations, insurances and so forth for
locally procured materials of Categories 1) thru. 4), Sub-
Item a) of Cost Item l.l hereof, to be included in the prime
cost of such locally purchased goods
1. DIRECT WORK COST
COST ITEM SUB-ITEM
1.2 Direct Labor
Cost Allocation Attachment.DOC
4/21
CATEGORY COST INVOLVED
Direct Labor Salaries and wages such as basic salary and wage, overtime
payment, bonus, other regular remuneration and discharge
Foremen; skilled, semi-skilled and non-skilled workers and payment
common workers; machinery operators; vehicle drivers; workers
of other types or disciplines, excluding supervisors and such-
other non-direct work personnel engaged in management and
administration, for such works as mentioned below:
Allowances such as site allowance, or living expense,
commuting charge, leave allowance and other fringe benefits
I) Direct Works
Works of a direct nature required for or associated with
construction and maintenance of the PERMANENT
WORKS
- Expenses for worker recruitment, for qualification and
training of workers, including safety training, for acquisition
of work permits, resident permits and other permits
necessary for workers to stay and work in the COUNTRY
and such other associated services
2) Direct Temporary Works
Temporary works of a direct nature required for or
associated with set-up, dismantling and removal of-
scaffolding and temporary staging, safety net, fire protection
screen, soundproofing or anti-spray wall, temporary supports
Taxes such as personal income tax, regional tax and such
other similar levies individually imposed on staff and
workers
Insurance applied to staff and workers, such as social
insurance, medical insurance, and unemployment insurance
and foundations and so forth - Expenses for such services as transportation of staff and
3) In-Site and Inter-Site Transportations
In-site transportations and, in case of more than one site at
workers to and from accommodation camp and between
work-sites, first-aid and other medical services, recreation
and other welfare scheme and so on
separate locations, inter-site transportations of personnel and - Food allowance
workers, of the EQUIPMENT AND MATERIALS, and of
equipment and materials supplied by the CONTRACTOR,
from storage area to the work-site, including provision of
temporary protection, if necessary, during such in-site or
inter-site transportations
I. DIRECT WORK COST
COST ITEM
1.2 Direct Labor
(cont'd)
1.3 Construction
Equipment
SUB-ITEM CATEGORY
4) Machinery Operation
Operation of the CONSTRUCTION EQUIPMENT,
including in-site and domestic transportations from depot to
work-site and vice versa and, in case of more than one site at
separate locations, inter-site transportations
I) Construction Equipment
- For Civil Works and Building Works
Such equipment as bulldozers, cranes, back-hoes, power
shovels, dump trucks and of other types, scrapers,
pickups, pile drivers, concrete batching plant, pile
cutters, concrete mixers, belt conveyors, concrete pump
cars, vibrators, rammers, concrete breakers, transit and
other such measuring instruments, testing equipment and
like others
For Erection Works
Such equipment as cranes, winches, forklifts, gin-poles,
hoists, welding machines, shot blasting machines, levels,
welding machines, radiographic equipment, transit and
other such measuring instruments, testing equipment and
like others
5/21
COST INVOLVED
- Construction Equipment
Cost for depreciation or rental of such equipment and cost of
unpacking and assemblage, fuels and lubricants,
maintenance and repairs, spare parts and consumables,
disassembling, taxes other than import duties if applied,
insurances other than transportation insurance, and all other
costs, etc. for having construction equipment available at the
SITE, but excluding the cost, etc. for transportation as per
Sub-Item (a) of Cost Item 2.2 hereof
1. DIRECT WORK COST
1.3
COST ITEM
Construction
Equipment
(cont'd)
SUB-ITEM CATEGORY
2) Tools and Machinery
Such tools as chain-blocks, gas torches, electric portable
drills, hammers, torque wrenches, scoops, carts, sleepers and
other hand tools includffig such personal safety equipment as
helmets, protective clothes, goggles, masks, safety shoes, life
belts and like others and such machinery as portable
submergible drain pumps, chain-saws, expanders and like
others includffig accessories
6/21
COST INVOLVED
- Tools and Machinery
Prime cost of tools and machinery, and cost of unpacking
and, as needed, of repairs and, if applicable, of insurances
other than required for transportations
2. INDIRECT WORK COST AND EXPENSES
COST ITEM SUB-ITEM CATEGORY
2.1 Common Temporary a) Construction Facilities I) Buildings
Facilities
Such temporary buildings as field office, prefabrication and
other workshops, warehouses, guard huts, workers' rest
houses, parking sheds, latrines at work-site, first aid quarters,
canteens and so forth
2) Other Facilities
Such facilities as storage area including lighting and fencing,
and such other facilities as temporary roads, bridges and
jetties, utility receiving and distribution facilities, sewer and
drainage facilities, parking lots and like others
3) Installations
Such installations as safety nets, fire screens, dust screens,
barricades, safety and traffic signboards, warning signboards
and lights, and so forth
7/21
COST INVOLVED
For Buildings
Cost of depreciation or rental of such temporary buildings,
and cost of such works as excavation, ground leveling, of
unpacking and set-up, of maintenance and repairs, of
removal and reinstating the area after removal, and cost of
such equipment as air-conditioners, water boilers, sanitary
facilities and other auxiliary equipment and facilities,
including land rents
For Other Facilities
Prime cost of materials, cost of such works as excavation,
ground leveling, back-filling and other earthwork, cost for
piping and wiring, cost for provision of lighting facilities and
fences, cost of removal and cost of reinstating the area after
removal, and so forth
- For Installations
Prime cost of materials, cost of fabrication and set-up,
including earthwork, if necessary, and cost for removal and
disposal after use, and like others
Note:
All costs, etc. of the necessary insurances other than related
to transportations of construction facilities, are to be
respectively included in each of the above costs.
2.1
COST ITEM SUB-ITEM
Common Temporary b) Camp Facilities
Facilities
(cont'd)
Cost Allocation AttacbmentDOC
CATEGORY
I) Buildings
Such buildings as camp houses and other living quarters,
recreation hall, dining mess, toilets, bath and shower rooms,
laundry rooms, guard huts, generator hut, food and
commodity warehouses including refrigerated warehouses if
required, medical clinic or first aid quarters, and like others
2) Facilities and Installations
Such facilities as utility receiving and distribution facilities,
kitchen facilities, food storage facilities, medical equipment
and facilities, and such installations and equipment for bath
and shower rooms, laundry rooms, sanitary systems, drain
and sewage systems, parking lots, fences, outdoor and
interior lights, air-conditioning units, fire extinguishers, and
so forth
3) Furniture and Goods
Such furniture as beds including bedding sets, desks and
chairs, tables, cabinets, lockers and so forth, and such goods
as tableware and cooking utensils, washing machines audio-
8/21
COST INVOLVED
For Buildings
Cost of depreciation or rental of such buildings, and cost of
such works as ground leveling, of unpacking and set-up,
maintenance and repairs, removal and reinstating the areas
after removal and so forth, including land rents
For Facilities and Installations
Cost of depreciation or rental of such facilities and
installations, prime cost of required materials, cost of such
works as excavation, ground leveling, back-filling and other
earthwork, cost of piping and wiring, cost of removal after
use and of work for reinstating the area after removal and so
forth, including cost of utilities
- For Furniture and Goods
Prime cost of furniture and goods, and cost of set-up as
necessary, cost of disposal after use, and so forth
visual equipment, athletic equipment and so forth Note:
All costs, etc. of the necessary insurances other than related to
transportations of camp facilities, are to be respectively included
in each of the above costs.
COST ITEM SUB-ITEM
2.2 Transportation and a) Construction
Insurance, etc. Equipment
CATEGORY
I) Transportation
All transportations of construction equipment, other than
ones locally purchased, as per Categories I) and 2) of Cost
Item 1.3 hereof, by sea land or air, from place(s) of
manufacture, storage or purchase up to depot in the SITE,
including lighter services as necessary
2) Export Packing
9/21
COST INVOLVED
- Goods of Overseas Purchase
All costs, charges, expenses, taxes and other similar
impositions, fees and the like incurred from such services and
liabilities as referred to in Categories I) thru. 7) in the left
Column, which are required for provision at the SITE of the
construction brought from outside the COUNTRY, composed
of those in Categories I) and 2) of Cost Item 1.3 hereof,
including such contingencies as those for demurrage
Same as in Category 2), Sub-Item b) of Cost Item 1.1 hereof - Goods of Local Purchase
Same as in Category 3), Sub-Item b) of Cost Item 1.1 hereof
4) Insurance
5) Customs Clearance
6) Taxes and Duties
Bond charges conceruing items to be reexported and ex-im
customs duties for items not to be reexported, including such
other associated Tax as Sales Tax and Import Sales Tax
7) Others
All costs, etc. of transportations, insurances and so fortb for
the locally purchased construction equipment composed of
those in of those in Categories I) and 2) of Cost Item 1.3
hereof, are to be included in the prime cost of such goods
2. lNDIRECT WORK COST AND EXPENSES
COST ITEM SUB-ITEM CATEGORY
2.2 Transportation and
Insurance, etc.
(cont'd)
b) Common Temporary I) Transportation
Facilities
Cost Allocation Attachment-DOC
All transportations of common temporary facilities, otber
tban ones locally purchased, as per Sub-Item a) and b) of
Cost Item 2.2 hereof, by sea, land or air, from place(s) of
manufacture, storage or purchase up to depot in tbe SITE,
including lighter services as necessary
2) Export Packing
Same as Category 2), Sub-Item b) of Cost Item l.l hereof
Same as in Category 3), Sub-Item b) of Cost Item l.l hereof
4) Insurance
5) Customs Clearance
6) Taxes and Duties
Bond charges for items to be reexported and ex-im customs
duties for items not to be reexported, including such otber
associated taxes as Import Sales Tax
7) Otbers
10/21
COST INVOLVED
Goods of Overseas Purchase
All costs, charges expenses, taxes and otber similar
impositions, fees and tbe like incurred from such services and
liabilities as referred to in Categories 1) tbru. 7) in tbe left
Column, which are required for provision at tbe SITE oftbe
common temporary facilities composed of tbose in Categories
I) tbru. 3) of Sub-Item a) and in Categories I) tbru. 3) of Sub-
Item b) of Cost Item 2.1 hereof, including such contingencies
as tbose for demurrage
Goods of Local Purchase
All costs, etc. of transportations, insurances and so forth for
tbe locally purchased common temporary facilities composed
oftbose in Categories I) tbru. 4) of Sub-Item a) and in
Categories I) tbru. 3) of Sub-Item b) of Cost Item 2.1 hereof,
are to be included in tbe prime cost of such goods
COST ITEM
2.3 Material Handling and
Storing
SUB-ITEM
1I!21
CATEGORY COST INVOL YEO
1) Manpower - Manpower
All manpower directly involved in Material Handling and
Storing services, including supervisory and other
administrative staff and such workers as machinery
operators, vehicle drivers and other physical workers
2) Equipment
Such equipment as mobile cranes, forklifts, trucks, pickups
and other machinery for lifting works necessary for Material
Handling and Storing services, including provision of non-
consumable materials such as pallets and wooden saddles
3) Consumables
Such consumables as fuels and lubricants for the equipment
and machinery used for Material Handling and Storing
services, and other goods, tools or materials whatsoever of a
consumable nature
4) Others
All supporting services such as unpacking inspections,
making reports or claims to the insurer(s), all miscellaneous
works such as return of containers or disposal of discarded
packing materials and so forth
All such salary and wage, allowance, tax, insurance and
other expenses as itemized in Cost Item 1.2 hereof
- Equipment
All such costs, etc. incurred from making necessary
equipment and machinery available for Material Handling
and Storing services, as itemized in Cost Item 1.3 hereof
Consumables
Prime cost of necessary goods and tool of a consumable
nature, including costs, etc. for transportations up to the
SITE
Others
All costs, etc. required for such works and services as
referred to in the left Column
COST ITEM SUB-ITEM
2.4 Supervisory and a) Staff
Administrative Staff
and Laborers
b) Laborer
2.5 Traveling Expenses a) Staff
CATEGORY
1) Staff
All such staff personnel for site management and
administration, subcontractor coordination, safety control,
schedule control, quality control, worker training,
accounting, purchasing and other managerial works and
services, including senior personnel of management level
other than Home Office personnel, and for supervision of
direct construction works excluding WOrks involved in
setting up of Common Temporary Facilities in Cost Item 2.1'
hereof and in Material Handling and Storing services in Cost
Item 2.3 hereof
2) Laborer
All such office workers as clerks, accountants, typists and
telex operators, interpreters and like others and all such non-
clerical workers or indirect laborers as car-drivers,
guardsmen, office boy or maid, if any, and so forth
I) Domestic Travel
Travels by sea, land or air, from point of departure up to
international seaport, railway station or airport designated
for embarkation and vice versa, including stopover at
point(s) of connection
2) International Travel
Travels by sea, land or air, from international seaport,
railway station or airport of embarkation up to international
seaport, railway station or airport designated as
disembarkation point nearest to the SITE and vice versa,
including stopover at pointe s) of connection
12/21
COST INVOLVED
Staff
All such salary and wage, allowance, tax, insurance and
other expenses itemized in Cost Item 1.2 hereof
Laborer
Same as "Staff" indicated above
Domestic Travel
All such expenses for domestic travels as fares, travel
allowances, hotel charges, meal charges and like others,
including Prepare-for-Travel Allowance and any other
allowances, etc. payable to employees
International Travel
All such expenses for international travels as fares, excess
baggage charges, travel allowances, hotel charges, meal
charges, airport tax and like others
2.5
COST ITEM
Traveling Expenses
(cont'd)
SUB-ITEM
a) Staff
(cont'd)
b) Laborer
CA'rEGORY
3) Local Travel
Travels by sea, land or air, from international seaport,
railway station or airport designated for disembarkation up
to the SITE and vice versa
4) Travel Documents
Provision or acquisition of passports, embarkation permits,
if necessary, and visas good for entry into the COUNTRY
5) Others
All necessary applications or declarations in respect of travel
from home country to the COUNTRY and of long term stay
therein, compliance with medical requirement such as
vaccination and acquisition of vaccination certificates, if
necessary, and all other services or procedures required to
the travel to the SITE and such other liabilities as travel
insurance
I) Domestic Travel
13/21
COST INVOLVED
- Local Travel
All such expenses for local travels as fares, travel
allowances, hotel charges, meal charges, airport tax and like
others
- Travel Documents
All such expenses necessary for acquisition of passports,
embarkation permits, entry visas and like others
- Others
All such expenses necessary for making applications or
declarations in respect of travel from home country to the
COUNTRY, for vaccination and its certificate, for travel
insurance and for like others
Domestic Travel
Same as in Category I), Sub-Item a) of Cos! Item 2.5 hereof Same as in Sub-Item a) of Cost Item 2.5 hereof
2) International Travel - International Travel
Same as in Category 2), Sub-Item a) of Cost Item 2.5 hereof Same as in Sub-Item a) of Cost Item 2.5 hereof
3) Local Travel - Local Travel
2.5
COST ITEM
Traveling Expenses
(cont'd)
2.6 Camp Operation
SUB-ITEM
b) Laborer
(cont'd)
14/21
CATEGORY COST INVOLVED
4) Travel Documents Travel Documents
5) Others - Others
I) Manpower
Staff
Such personnel as Camp Manager and other
administrative staff in respect of camp operation,
maintenance and catering services
- Laborers
Such workers as cooks, cook's helpers, house keepers,
store keepers, mess boys, maintenance service men,
guardsmen, gardeners and other non-clerical workers in
respect of camp operation, maintenance and catering
services
2) Expenses
- Communications
Telephone, mail and other communications required for
camp operation
Manpower
All such salary and wage, allowance, tax, insurance, and
such other expenses as itemized in Cost Item 1.2 hereof
- Expenses
Costs, charges, expenses, etc. associated with
communications, and with obtaining and consumption of
fuels and utilities, and with maintenance and repair of camp
facilities, and other miscellaneous expenses required for
camp operation
COST ITEM
2.6 Camp Operation
(cont'd)
Cost Allocation AttlcbmentDOC
SUB-ITEM CATEGORY
- Fuels
Such fuels as gas, kerosene and fuel oil for cooking,
heating, steam generation, hot water supply and so forth
- Utilities
Such utilities as electricily and water, including
chemicals for waste water treatment, if required
- Maintenance
Provision of tools and machinery for maintenance of
camp facilities, of materials for repair works and of
chemicals and equipment for extermination of noxious
insects and other sanitary purposes
- Other Expenses
Such expenses for traveling of staff and labor,
transportation of foods and other commodities, and other
miscellaneous works and services in connection with
camp operation
1) Field Office Operation
Any and all costs, etc. associated with operation of field
office and liaison office, if any
15/21
COST lNVOL VED
Traveling Expenses
Such expenses for business trip of staff and workers in the
COUNTRY or to other cOUDtry(ies) in its neighborhood
Social Expenses
All such expenses required for ceremouies and such
entertainment as receptions and other social gatherings and
events, including donations to local organizations, and like
others
COST ITEM
(cont'd)
SUB-ITEM CATEGORY
16/21
COST INVOLVED
Communications Expenses
Such charges and expenses required for such local and
international communications as mail, telex, telephone and
cable, including such cost for installation of telex and
telephone facilities
Printing and Copying Expenses
Such expenses required for printing, copying or reproduction
of drawings, specifications and other documents, including
cost for typewriting and word-processing services by others,
and for photographing and cost of books, office supplies and
stationery, and subscription of magazines and newspapers
Public Relations Expenses
Expenses associated with advertisement and public relations,
excluding advertisement, etc. for recruitment oflaborers
- Bond Charges
Such charges and fees for provision of bonds and securities
required for the WORKS
Fares of taxi, bus, railway and other public transportation
services for commuting of field office personnel and indirect
workers to and from field office, liaison office or others
COST ITEM
(confd)
SUB-ITEM CATEGORY
17/21
COST INVOLVED
Welfare and Well-being Expenses
Such expenses associated with labor relations, provision of
amusement facilities and events, and with health keeping
medical services
- Utilities Charges
Such charges for supply of fuels and utilities other than those
for camp facilities
- Cost of Office Furniture and Equipment
Cost and/or rent of such office furniture and equipment as
desks, chairs, file cabinets, lockers, copy machines,
calculators, typewriters, computers, portable heaters, fans
and like others
Depreciation Cost
Cost of depreciation of fixed assets used for operation of
field office and liaison office, if any, including land rents
- Miscellaneous Expenses and Charges
Cost of fuels and lubricants for vehicles for office use, repair
and maintenance, and charges or fees for services by
lawyers, public accountants, interpreters, translators and for
remittance and other monetary transactions, and any other
costs, charges, etc. for miscellaneous works and services in
connection with operation of field office and liaison office, if
any
COST ITEM
(cont'd)
2.8 Home Office
Expenses
SUB-ITEM CATEGORY
2) Taxes, Insurance, etc.
Any and all taxes, duties and other impositions required for
or in connection with, and such cost for taking out and
maintenance of necessary insurances related to operation of
field office and liaison office, if any
1) Home Office Operation
Any and all costs, etc. associated with operation of Project
Home Office
18/21
COST INVOLVED
- Taxes and Other Impositions
Such taxes and impositions as stamp duty associated with
subcontracts, service contracts, purchase orders, rental
agreements and like others entered into by field office, and
such other taxes imposed on vehicles not categorized as the
CONSTRUCTION EQUIPMENT
Insurances
Such insurances as fire insurance, burglary insurance,
automobile and automobile liability insurances for use of
such vehicles not categorized as the CONSTRUCTION
EQUIPMENT, fidelity guarantee insurance and other
insurances not covered under other cost items
Others
Any other costs, etc .. required for or in connection with
operation of field office and liaison office, if any
- Traveling Expenses
Same as in Cost Item 2.7 hereof
Social Expenses
- Communications Expenses
COST ITEM
2.8 Home Office
Expenses
(cont'd)
SUB-ITEM CATEGORY
19/21
COST INVOLVED
Printing and Copying Expenses
Public Relations Expenses
Bond Charges
Office Man-Hour Cost
All man-hour cost required for or in connection with project
coordination works at Home Office
Commuting Expenses
To be included in Office Man-Hour Cost mentioned above
- Welfare and Well-being Expenses
- Depreciation Cost
Miscellaneous Expenses and Charges
Same as in Cost Item 2.7 hereof, but limited to only such
expenses incurred from the project coordination works at
Home Office, including license fee, royalty and agent ree
directly associated with the CONTRACT
COST ITEM
2.8 Home Office
Expenses
(cont'd)
2.9 Insurances, Taxes and
Duties
SUB-ITEM CATEGORY
2) Taxes, Insurances, etc.
Any and all taxes, duties and other impositions required for
or in connection with, and such cost for taking out and
maintenance of necessary insurances related to project
coordination works at Home Office
I) Insurances
All insurances associated with execution of construction
works, such as Erection All Risks (EAR) or .Contractors' All
Risks (CAR) Insurance, Workmen's Compensation or Social
Liability Insurance, Employers' Liability Insurance (ELl),
Third Party Liability (TPL) or Comprehensive General
Liability Insurance (CGL) and other insurances of the sort,
excluding ones covered under other cost items
2) Taxes and Duties
Such taxes as Sales Tax, Corporation Tax, Business Tax and
other taxes and duties as imposed by any government on or
for reason of the CONTRACT, including such taxes or fees
payable in connection with business registration, if necessary,
in the COUNTRY, excluding such taxes and duties covered
under Cost Items 1.1-(b), 1.2, 2.2, 2.3, 2.4, 2.7 and 2.8,
respectively
20/21
COST INVOLVED
- Taxes and Other Impositions
Such taxes and impositions as stamp duty associated with the
CONTRACT, subcontracts, service contracts, purchase
orders, rental agreement and like others entered into by
Home Office with regard to implementation of the
CONTRACT
Insurances
All costs, etc. associated with taking out and maintenance of
such construction insurances
- Taxes and Duties
All such taxes and duties and all costs, etc. associated with
declaration to, negotiation with and payment of such taxes to
Tax Office of the COUNTRY or other country(ies), and with
application to such Tax Office(s) for tax exemption, if
applicable, and business registration fee and other related
c o s t s ~ etc.
COST ITEM SUB-ITEM
3.1 Overhead and Profit I) Overhead
2) Profit
CATEGORY
21121
COST INVOLVED
Overhead
Reasonable share allotted to the CONTRACT, of overhead
charges associated with the CONTRACTOR's business
headquarters, and such reasonable contingencies for
compensation of price escalation or to cope with any and all
uncertainties in the performance of the CONTRACT
- Profit
Profit at a reasonable rate or of a reasonable amount out of
performance of the WORKS and implementation of the
CONTRACT
PRICES
II ADmSTMENT OF INDIRECT WORK PRICE
Appendix 3 To The FORM OF AGREEMENT - SCHEDULE OF RATES AND
PRICES
II ADJUSTMENT OF INDIRECT WORK PRICE
. (1) If, upon issuance by the EPCM CONTRACTOR of the Provisional
Acceptance Certificate, the Direct Work Price as ascertained according to
the certified work volumes and quantities involved in completing the
Permanent Works results in being less than ninety(90) percent of or more
than one hundred and ten(11 0) percent of the provisional Direct Work Price
, an adjustment to the basic Indirect Work Price shall be made in
accordance with the formula prescribed in Subclause (2) of this Clause.
(2) Adjustment to the basic Indirect Work Price shall be made in accordance
with either one of the following formula.
Where the Direct Work Price ascertained as referred to in Subclause (1) of
this Clause falls fmally in the domain of:
- less than ninety (90) percent of the provisional Direct Work Price, the
formula for price adjustment to be applied shall be:
1WP = 1WP ( 1 DWP. + 0.55)
b 2 DWP.
b
or
- more than one hundred and ten (110) percent of the provisional Direct
Work Price, the formula for price adjustment to be applied shall be:
1WP = lWP. ( ~ DWP. + 0.5875)
b 8 DWR
b
where:
"IWP" and "DWP" respectively refer to "Indirect Work Price" and
"Direct Work Price", and the suffIx "a" and suffix "b" respectively
suggest "actual" and "basic". For example, IWPa means the Indirect
Work Price which is actually payable to the Contractor, i.e., the Indirect
Work Price and "DWPb" means the basic Direct Work Price, i.e., the
Provisional Direct Work Price ..
(3) In the event that adjustment to the basic Indirect Work Price is made
pursuant to the foregoing Subc1auses of this Clause and the sum of the
Indirect Work Price as adjusted has been ascertained and approved by the
EPCM Contractor, either one of the following shall apply:
a) where the adjustment results in an increase in the sum of the basic
Indirect Work Price, the payment thereof shall be made according to
the existing contractual payment term in the Contract.
Appendix 3 To The FORM OF AGREEMENT - SCHEDULE OF RATES AND
PRICES
b) where the adjustment results in a decrease in the sum of the basic
Indirect Work Price, the EPCM Contractor shall deduct a
corresponding amount of money:
- from any money due or becoming due to the Contractor under the
Contract,
- by any other appropriate means.
PRICES
III PRICES AND SCHEDULE OF RATES
PROCESS - 2 AREA
Project: Shell ECC Project
Contract No. : 04217-42010 ~ - ------- --_. - -_. - - -
Work Title: Pioina Work
Item
I. PIPING WORK
1. Direct Work Price
1.1 Matenal
A-I) Matenal
A-2) Consumable
B) Transportation, Insurance, etc.
1.2 Labor(Direct Labor only)
Sub-Total
2. Indirect Work Price
2.2
Transportation and Insurance cost for Construction
Equipment
2.3 Matenal Handling and Storage
2.4 Supervisory & Administrative Staff
2.5 Travelling Expenses
2.6 Acoommodation Cost
2.7 Field Office Expense
2.8 Home Office Expense
2.9 Insurance, Taxes and Duties
2.10 Overhead & Profrt
Sub-Total
Amount(S$)
For Piping Work
1,261,979.95
18,209,152.76
3,282,900.00
22,754,032.71
250,000.00
110,000.00
180,000.00
3,180.675.00
Included
Included
80,000.00
50.000.00
208,409.00
2.700,000.00
6759064.00
II. PRECOMM/COMMISSIONING ASSISTANT WORK
1. Precomm/Commissioning Work 375.600.00
Sub-Total 375600.00
Grand-Total(Contract Price) 29,888,717
Total ManHour. 1.229.500
Price Summary Sheet
PROCESS-2 AREA
Amount(S$) Amount(S$)
For Painting Work Total
2,505,496 32,394,213
Date: 22-Sep-06
Contractor: PEC
Remarks
Excluding transportation cost.
Transportation cost shall be indicated in item 2.2.
Included in 1.2
Included in 1.2
The Bidder is required to price this work by filling the form
Total Direct & In-direct ManHours (exclude
Precomm/comm work, PWHT, NOT. PMI & WT
Measurement)
NOTE: The above stated Man Hours shall not be taken as the basis for any adjustment to the priCing orthe schedule of the Work in case of any changes to the Work volume
ProJect: Shen ECC Projec
Contract No 04217-4201D
BfQ rrEM CODE DESCRIPTION
DIRECT SUMMARY SHEET
PIPING WORK
FOR PROCESS-2 AREA
UNIT OTY
Ollie: 22 Sop oa
Ca1In1c101':PEC
Remar1(s
Proiect: Shen ECC Proi
Contract No 04217-42010
Work Trtle: Above groud Piping Work
BIQ ITEM CODE DESCRIPTION
Total Stainless Steel
Pre-Fabricate 55 AG Pipin NPS i!: 16" & S 24"(lnstallation & Weldin)
==i:
1 1 1 tI less I Ch
1 1 tainless tee! ChI 1
13 1 Stainless tee!
.'"
Total Stainless Steel
P<e-F.briea .. 55 AG Pie 026" &. 40" Installation & Weld'n
520 14 1 1 lnless teel
0 14 100- $1alnless teel 1 160
5320 14 100-3 tainless teel rs
Total tainJess teel
P
ab=i
e
A Pif
042"

- Install on Weldin
0 15 10 1 nless teel
5320 15 1 0- Inless eel 1 ChI
532 15 1 ta nless Steel
.'"
Total talnless Steel
Pre-Fabricate S A Plpin NP i!: 60" FlWn & Weldin )
5 1 1 1 talnless 'eel
53 1 1 talnless te., ChI Ch16
5320 1 10 taintess 'eel th.",
TotalStalnless teel
53 Pre bAbov round A Low Alia LA Welded P n lasses:
5330 11 Pre-Fabricate Alloy AG Piping NPS:S 1 1
2
".
Sf
11 1 1 LowAiI -Sch8
11 1 2

ChI
11 1 Low Allo ers
Total Low All Steel
5 1 Pre-Fabricate SA Piping NP 02" S 14- Installation & Weldin)
Ii
1 1 1 LowAilo
12 1
t.ow 1
12 1 Low All ers
Total Low Alia s Steel

1
P ..... bricat. IINPS 016"
S 24" Installation Weldin
1 1 1 Law All Ch
1 1 Low All Ch1 1
13 1 Low All ers
Total Low Allo Steel

14 Pre-Fabricate SS A Pipin NPS i!: 26" & S 40" Installation & Weldin
14 1 1 L.owAllo
530 14 1 2 LowAlio ChIO 1 0
53 14 100- LawAll then;
PIPING WORK
UNIT PRICE S$
UNIT QTY

Coos,
Dla-lnch 2.074
Dia-lnCh 697 $4.72 $33.01
Ola-Inch 0 59.72 567.92
DI .... lnch 0 $5.83 $40.75
Dla-Inch 697
Dia-Inch 610 $4.72 $33.01
Dl3-lnCh 0 $9.72 '67.92
Dis-InCh 0 $5.83 $40.75
Dla-Inch 610
D -Inch 0 $4.72 $33.01
Dla-lnCh 0 $9.72 $67.92
Dla-lnCh 2. $5.83 $40.75
Dia-Inch
2'
CIa-InCh 0 $4.87 $39.61
a-lnCh 0 $10.03 SS1.50
Dla-Inch 0 $6.02 ...
C a-Inch 0
Dlalnch 2,467
Dla-Inch 2J6 $4.81 $39.12
CIa-Inch 1 $10.03 $81.50
0 $4.81 539.12
Dialnc:h 237
Dla-Inch 753 $4.66 $32.60
Dla-Inch 2BB 59.72 $67.92
Dla-Inch 0 $4.66 $32.60
Dialnc:h 1.041
la-InCh 543 $4.66 $32.60
636 $9.72 $67.92
la-inCh 0 $4.66 $32.60
Dia-lnch 1.179
18-ln 0 $4.66 $32.60
DIS-Inch 0 $9.72 $67.92
10-1 0 $4.66 $32.60
UNIT
MANHOUR

1.99
1.99
1.99
2.3.
4.93
1.97
4.10
1.97
4.10
081.: zz Sap 011
""""'" e&
TOTAL PRICE SS TOTAL
MATERIAL CONSTRUCTION MANHOUR Remarks
(1.1) (1.2 .'.3)
,
3.291.01 S 23.005.95 1.390
,
2.88023
,
20.134.33 1,217
,
163.22
,
1.140.99 56
,
1.135.78
,
9,23221 558
,
10.03

81.50 5
,
3.511.53 5 24.547.51 1 ....
,
2.798.03
,
19.559.76 1.182
$ 2.532.22

17,701.59 1.070
,
6.178.99
,
43.194,48 2.610
Pro!ect: SheO ECC Prolec
B/Q ITEM CODE DESCRIPTION
PIPING WORK
FOR PROCESS-2 AREA
UNIT QTY
DIhI:Zl:S8I)OO
Connd"'"PEC
Remer1<s
ProJect: Shen ECC Projec
Worn Trtle: Above grood PIing Work
BfQ ITEM CODE DESCRIPTION
Total Carbon Steel
1 17 La e Bore Pipe from Qoench ower to ha

as ompressor
20 'n
II Above round AG Stainless Welded P In lasses:
5320 11 Install SS AG Piping NPS S 1 I
z
",
530 11 ().1
;n'." ,ee'lo
11 (). Stainless leel 1 Ch1
11 00-3 18inless eel rs)
Total ta nless teel
532 1 Install SS A Plpln NPSi!:2-&:S 14R
5320 12
=i'
Stainless Steel
1 18inless
ee'
001 d1160
2 12 18lnless
ee'
" Total Stainless Steel
Install A Pipin NP i!: 16
R
& S 24
R
Installation eld n
532 1 00-1 tatnless teel oh
2 13 iarnless teel Ch1 1
5320 1 tainless Steel ....
Total Sta nless ... ,
Install Ppn NP i!:26
R
:s 40
R
Installation & Weldin
0
,. 1 inless I Ch8
3
,.
2 Stainless Steel

1
5320
,. Stainless teel
otal talnless
Install AG P'pln N1.2. & ... " 'nota'iatlon We'd'n
532 15 ().1 talnless teel 0
2 15 o 2 inless teel 1 1
52 15 0 tainless leel tilers
Total tainless Steel
Install S AG P'lpln N i!: 60"(Flttln & Weldin
20 1 1 Stainless leel
20 1 talnless Steel 100-Sch1
20 16 00-3 Stainless teel
" Total ta nless teel
0 Ins II Above round AG All LA Welded PI in lasses:
I
11 Install AJloy AG Piping NPS:S 1/:".
11 ().1 Low All
11
LOWAl[.E ch1
5 0 11 Low All rs
Total Low AJlo Steel
PIPING WORK
FOR PROCESS2 AREA
UNIT PRICE S5
UN" QTY
f"ATERIAL Const
Dis-Inch 0
Dla-Inch .94 $5.69 $108.81
Dla-Inch 2,698
Dla-Indl 425
".26
5184.75
ia-InCh 0 $16.99 S38020
Dia-lnCh 0 51020 $228.12
D ..... nch 425
Dia-Indl 1.383 $8.00 $152.96
Dia-InCh 0 $16.99 5380.20
DIa-lnCh 0 $9.88 5188.84
Dla-tnch 1.303
la-Inch 465 sa.OO $152.96
Ia-Inch 0 $16.99 $38020
Dla-Inch 0 $9.88 $188.84
DIa-lnch 465
Oia-Inch 407 $8.00 $152.96
DIa-lnCh 0 $16.99 $38020
Di&lnch 0 $9.88 $188.84
DIa-lnch 407
D a-Inch 0 sa.OO $152.96
Dla-Inch 0 $16.99 $38020
Dia-Indl 18 $9.88 $188.84
Oia-Inch 18
0 $020 $184.75
la-Inch 0 $16.99 $38020
Dla-Inch 0 $10.20 $226.12
o a-Inch 0
Ola-Inch 1.638
CIa-Inch 157 SS.16 $182,49
Cia-Inch 1 $16.99 5380.20
Dia-In 0 SS.16 5182.49
Dia-Inch 158
081. 22Soop05
0._ ""
UN" TOTAL PRICE S$ TOTAL
MANHOUR MATERIAL

MANHOUR Remerle
fl.ll 12+ 1.3
5.69 $ 5.089.36
,
97.275.98 5,089
9.60
,
3,509.54-
,
78,518.19 4,081
8.00

11.067.94

211.548.15 11.068
'.00
,
3,721.32

71.127.90 3.721
'.00
,
3.257.16 $ 62.256.04 3.257
9.88
,
177.84
,
3,399.18 '78
....
,
1,280.65 $ 28,651.61 1 ....
19.76
,
16.99

38020 20
Project : Shell ECC Proiec PIPING WORK
Contract No 04217-42010 FOR PROCESS-2 AREA
Work Title: Above roud Pi In Work
1
12 1
1 CI-2
1
==
1
Install All A=
i!: 15- 6.::; 6. vveltljng) 1" 1" T
13 o 1 LowAJ' Ora-Inch 362 $7.90
--;
13 0-2 Low All ch1 1 ia-Inch 424 516.47
LowAJ'
.'"
Total Low All $I
30
,. Install All AG Plpln NF':
30
,.
1 Low All

,.
$2 Low
"'''''

IG Pipln NPS
1 1 Low All
53 15 2 Low AIIo ch1
0 15 LowAllo Other.;
Total Low Allo
1 Install A1lo A Plpln NP .: QU'1f-lUlna 01 nerol'ijg)
5 16 1 LowAllo chB ia-Inch
-
...........
1 LowAilo 1 Ch1 CIa-Inch 0 $16.99
5330 1 LowAilo Q1he", Dia-Inch 0 $8.16
Total Low All Steel Dia-Inch 0
,und Flan eel' Dla-Inch 61,634
5340 01 Pre-Fabricated includi Galvanizi as reauired and install Flan e Joint Pioina Inc:ludina
5340 ....!Q.
10
Valves. Instruments etc
01 F1arIQeed Cormectlon Work 150# NPS:s
::2:1-
'16"
s:!:'
.1
OIa-lnch 5.642.1
Dla-'
!Qi
'96
;22
156
,22
1" 1" T
$151.07 7.90 S
$314.74 16.47 S
." .......
$380":
$182.'
.L
.L $4.7 .L 0.33
.1
..E.!
$7.1
1"
2.86127

6.981.91
,
.L'
TOTAL
MANHOURI
H",
1"
54,689.08 2.861
133,449.40 6.9B.!.
1.482.60 I 5.68
m.42 I 6,586
9,2832'

Ollie: Z2 Sep oe

Remarks
Project: Shen ECC Projec
Contract No 04217-42010 .
Work TItle: Above groud Piping Work
5340 30 04 Fran &ad Connection Work 600# NPS i:!: & 40"
5340 50 01 Aa eed Comedion WOI1c 1500# NPS
5340 50 02 Aa eed Connection Work 1500# NPS &:s
5340 60 03 Fia eed Connection Work 2500# NPS S 11/2"
5340 60 04F1a eed Connection WOr\( 2500# NPS &:s
5340 60 05 Connection Work.2SOO# NPS:?: 16" &.:S 24"
5350 30 team Tracln and Other PI In /Tubln :
5350 30 Fabricate & Instal1 Steam Traci PI or Tubr
5350 30 01 Steamtracl . tracers araner CS,O.5"
5350 30 02 Steamtraci , leads & tair CS 0..-
5350 30 03 Sleam Manifolds 12 Conn CS O.S"
5360 30 04 Condensate Manifolds, 12 Conn CS 0.5"
5350 72 Pre-Fabricate Screwed Joint Pi . Inc bendina as necessa .
5350 72 101 111rd Conn., rnd Ihr., 0.5"
5350 72 102 Thrd Conn.. lncl thr., 0.75"
5350 T2 103 Thrd Conn., inc! thr., 1"
5350 T2 104 Thrd Conn.,lncllhr .. 1.5"
5350 72 105 Thrd Conn.. lncllhr ..
5350 72 106 Thrd Conn.. inc! thr.,
5350 T2 Install Screwed Joint PI I inc Valves. ele
5350 72 01 Thrd Conn., re-thr., 025"
5360 T2 02 Thrd Conn., re-thr., OS
5360 72 03 Thrd Conn. re-thr., 0.7SO
5350 72 04 Thrd Conn.. re-Ihr ..
5350 T2 05 Thrd Conn., re-thr.. 1.S"
5350 72 06 Thrd Conn., re-Ihr .. 2"
5350 72 or Thrd Conn. re-Ihr.,
5350 T2 08 Thrd Conn.. re-Ihr.
5350 72 09 Thrd Conn., Ind thr.. 0.5"
5350 T2 10 Thrd Conn.. Ind thr.. 0.7S"
5350 72 11 Thrd Conn.. lnd thr., 1"
5350 T2 12 Thrd Conn.. lndthr., 1.5"
5350 7Z 13 Thrd Conn., Ind Ihr..
5350 72 14 Thrd Conn.. incllhr., 4"
5360 P; Su 00'ls.
5360 10 Su ort Fabrication and lnstanatlon
10 01 Install welded so Shoe, Tranion, ele
PIPING WORK
FOR PROCESS-2 AREA --- --
UNIT PRICE S$
UNIT QTY
!w-TERIAI Const
Ora-Inch 682 5103.39
Oia-Inch 40 S14.34
Oia-Inch 12 S15.36
oia-Inch 2 $16.73
Oia-lnch 66 S17.92
oia-Inch 144 $17.n
Inch- 171
Inch-M 55 52.70 $51.61
Inch-M 116 $2.70 $51.61
EA 1 $82.09 51,358.32
EA 1 $82.09 51,358.32
Ola-Inch 0 $50.12
oia-Inch 0 $33.33
Ola-Inch 0 $25.06
ola-lnch 0 $25.06
ola-lnch 0 525.06
Cia-Inch 0 $25.06
ola-Inch 0 $163.69
Oia-lnch 0 $163.69
Ola-Inch 0 $108.85
Ola-Inch 0 $81.84
Ola-Inch 0 $81.84
oia-Inch 0 $81.84-
ola-Inch 0 $81.B4
ola-Inch 0 $81.84
oia-Inch 0 $187.07
Ola-Inch 0 $124.40
Oia-Inch 0 $93.54
Oia-Inch 0 $93.54
Ola-lnch 0 5116.92
Oia-Inch 0 $116.92
Ton 338
Ton 213 $492.00 $4,160.00
Da!&: 22 8Qp oe

UN" TOT AI. PRICE 55 TOTAL
I
MANHOUR MATERIAl. CONSTRUCTION MANHOUR Remarks
(1.1) (1.2 + 1.3)
IH";'
721 S 70.513.23 4918
1.00 $ 573.48 40
1.07 $ 184.33 13
1.17 S 33AS 2
125 $ 1.182.50 83
124 $ 2,559.15 179
2.70 S 148.50
,
2,838.37 14.
2.70 S 313.20 $ 5,986.35 313
82.0. S 62.0.

1,358.32 B2
82.09 $ 62.0. $ 1.358.32 B2
270.00 $ 104.796.00 $ 886,060.00 57510
I-"TOJtlCl ; ;:oneil 1;;.1,,;1,,; 1"'T016C PIPII'IIIU VVVn.n.
Contract No 04217-42010 FOR PROCES5-2 AREA C<w\b'8cl:Q-:I"EC
Work TItle: Above groud PI InQ Work
UNrT PRICE S$ UNIT TOTAL PRICE S$ TOTAl
B/Q ITEM CODE DESCRIPTION UNIT QTY
MATERIAl Const
MANHOUR MATERIAL CONSTRUCTION MANHOUR RemBriG
f1.1) (12+1.3)
02 Install non welded support. Ton 53 $11.524.00 800.00
,
610.m.oo 42.400
03 Makin!=! hole in GratinQ with Steel Cover Nos 100 517.00 5273.65 17.00 $ 1,700.00
,
27,364.50 1,700
04 Weldlnq Work for Su'pport Pad & Trunion Support M 520.00 5180.00 30.00
5360 20 Sho Fabrication SuPPOrt.
20 01 Su material and re-fabric:ate supports Ton 0 $426.06 52,682.90
5360 40 fabricate non-standard i
'"
orts Includi Brankets
".
Ton 62 5426.06 52.682.90 180.00
,
26.415.72
,
166,339.80 11.160
5360 50 Install boRed Insulation shoe inc askel matenal. Ton 0 $180.00 52.907.90
5360 60 Install welded insuation shoe - no reinforcin Ton 0 5426.os $2,682.90
5360 70 Install welded insulation shoe Inc. retnforcin ,d. Ton 0 $49Z00 $4,160.00
5360 80 Install standard and non-standard . su <IS. Ton 62 $120.00 51.938.60 120.00
,
7,440.00 $ 120,193.20 7.440
5360 90 Install ro rieta su m: s ri han ers, tie-rods etc. Ton 10 $180.00 $2,907.90 120.00
,
1800.00 $ 29,079.00 1,800
5380 Miscellaneous Fabrication and Installation Ton 2'
5380 10 Miscellaneous Fabrication and Installation Ton 20 $546.06 $4,621.50 300.00
,
10,921.20
,
92,430.00 6,000
NDE. PM!, Wall Thickness Test & Heat Treatment
5550 11 Post Weld Heat Treatment
5550 11 01 PWHT Dia-Inch 15823 m.oo $ 553,205.00
5550 11 02
5560 11 01 Radio ie Test at sho R arFirm Fnm 16.464 $22.00
,
362.208.00
5560 11 02 Radlo ic Test at site R rFllm FIlm 10976 529.50 $ 323,792.00
5560 12 01 Penetrant P orMa etic Particle Test Dia-Inch 48327 $5.00
,
241,635.00
5560 13 Ultrasonic Test CIa-Inch 0 525.00
5560 14 Ultrasonic TOFD Test Dla-Inch 2,685 $25.00
,
67,125.00
5560 15 Positive Materials Inspection PM/) Per Welded Jol 841
5560 15 01 Permanent Ma et Test of SS Weldments Not Pa bleWork Per Welded Joint 0
5560 15 02 S cb'osco Ic Material Test for Specified All Elements Per Welded Joint 81. $85.00 $ 69.360.00
5560 15 03 Delta 6. Ferrite Testin of SS Weldments_ Per Welded Joint 25 $85.00
,
2,125.00
5560 16 01 Wan ThiCkness (W1) Measurement for Maintenance Base-Une. Per PoinL 5,161 $25.00
,
129.025,00
5540 Additional and S cialised Pi in Works.
5540 10 Manual Internal cleaning and blowing of Large Diameter Piping. InchM 12.000
5540 10 01 Power Wire Bn.rshlng Base Inch-M 12,000 $820 .50
,
98,370.00 6,000
5540 10 02 Hand Scr:a.ping and Wire Brushing Base Incll-M $8.20
Project: Shell ECC Projec
Contract No 0421742010
Work Trtle: Above groud Pi ng Work
B/Q ITEM CODE DESCRIPTION
5540 10 03 GritBlasti Sa ..
5540 11 CislnfectloniChlorlnaUon of Drinking_Water Unes.
5540 12 Chemical Clean! Condltionin of Pi . ,.
5540 12 01 reasin
S540 12 02 Une Cleanfn CondlUonln.
5540 12 03 Picklin
5540 12 04 PassivatlonlPre-Treatment of CooD WaterS m
5540 12 05 Oil Aushi of Pi inaITubina Svstem
5540 20 Controlled Studbolt Torque TI htenln enslonln
5540 20 01 Torque 1i htenin Manual Torque Wrench.
5540 20 02 T ue 1i htenin H rauDcal Driven To ue Tools.
5540 20 03 Bolt Tensionln with Pro ri ems.
5570 Other PI n Works.
5570 11 HotTa
Seaffoldin
5500 99 Re-Work Allowance for En ineerin Cha .,.
5500 99 01 AJIOINance for Welded Joints
5500 99 02 Allowance for Screwed Joints
5500 99 03 Allowance for Aan ed Joints
5500 99 04 Allowance for Suooorts
5500 99 OS Allowance for Other Pi In Items
8510 Allowance for PI in fProcess Pre-Commission Works'
8510 04 15 ThIrd Party Inspection Assistance
Direct Grand Total(OrigmaQ
S$/D-I
S$IMH
MH/D-I
PIPING WORK
FOR PROCE5S-2 AREA
UNIT PRICE S$
UNIT QTY
MATERIAl Const
Inch-M $16.40
Inch-M 0 $40.00
Inch-M 0 $10.00
Inoh-M 0 525.00
Inoh-M 0 $25.00
Ind>-M 0 $25.00
Ind>-M 0 $10.00
Dla-Inch 45.162
Dla-Inch 28,184 $17.46
CIa-Inch 11.494 $31.63
Cia-Inch 5.484 $31.63
Cia-Inch 0 NA
Dra-Inch 9,524
M-H" 1,200
Dia-lnch 7.675 $7.06 5134.89
Cia-lnch 0 $107.57
Dla-Inch 1.849 $21.51
M-Hrs 600 518.56
M-Hrs 600 $18.56
M-H", 600 514.89
Total D-Inch 252,273
UNIT
MANHOUR
(",,)
1.10
1.90.
1.90
7."
1.50
NOTE: The aboVe stated ManHOUf"l shaD not be taken as the basis for any adjustment to the pricing or the schedule of the Work In case of any changes to the Work volume
ODIe; ZZ Sop 06
~ ; P B ;
TOTAL PRICE SS TOTAL
MATERIAL CONSlRUCTlON MANHOUR Remarks
(i.l) ('2".3) (",,)
,
491,971.45 31,002
,
363.50120 21.839
,
173.433.15 104.20
Nol ncable In Shell
,
54.163.89
,
1.035267.02 54164
,
39.763.67 2,774
S 11,138.40 600
S 11.138.40 600
,
8,931.96 600
S 1,261,9'79.95 $ 21 ,492,052.76 1,115,061
90.20
20A1
4.42
"'"
OlY
Direct Cost SUmmary Sheet
PAIrrflO WORK FOR P F ' ~ O
Proce0s2AREA
UN"
MAttHOUR
Dale: 22 $ep 06
COnllador: PEe
Remar1\s
PRECOMMISSIONING AND COMMISSIONING ASSISTANT WORK COST SUMMARY
Description
Labor
Supervisor
Foreman
Rigger
Fitter
Welder
Unskilled
Sub-Total
Equipment
20 ton Truck Crane
50 ton Truck Crane
10 ton Truck
Sub-Total
Grand-Total
Contract No: 04217-42010
Work Title: Piping Work
Process 2 Area
Projected Manhour Required Unit Rate Amount
Remarks
Unit QTY (S$/MH) (S$)
MH 1,800 30 54,000.00
MH 1,800 22 39,600.00
MH 1,800 16 28,800.00
MH 3,600 19 68,400.0Q
MH 1,800 22 39,600.00
MH 7,200 11 79,200.00
309,600.00
Month 2 10,000 20,000.00
Month 2 15,000 30,000.00
Month 2 8,000 16,000.00
66,000.00
375,600.00
Date: 22-Sep-06
Contractor: PEC
RATES FOR DAY WORK
Prolect: Shell ECC Project Date: 22-Se-06
Contract No: 04217-42010 Contractor: PEC
Work Title Piping Work
-
OCCUPATIONAL CATEGORY
UNIT RATE(S$)
REMARKS
HOURLY DAILY
al. Site Manager $50.00 $400.00
bl. Construction Manaaer $47.00 $376.00
d. SH&E Manaoer $47.00 $376.00
d\. Prolect Control SUDerlntendent $40.00 $320.00
e\. Construction SUDerintendent $40.00 $320.00
In. ONOC SUDerlntendent $40.00 $320.00
101. Planner/Prolect Enoineer $35.00 $280.00
hI. Loalstlc Coordinator $30.00 $240.00
hI. Mechanic $20.00 $160.00
Ill. Electrician $22.00 $176.00
kl. Store Keener $15.00 $120.00
Ill. Material Controller $27.00 $216.00
mI. Sile Admlnstrator $25.00 $200.00
nl. Safetv SUDervlsor/ Safetv Coordinator $25.00 $200.00
01. ONOC SUDervisor/lnsDector $30.00 $240.00
IDI. SUDervlsor $30.00 $240.00
Inl. Foreman $22.00 $176.00
Irl. Rlaaer $16.00 $128.00
sl.Ooerator $18.00 $144.00
Ill. Driver $14.00 $112.00
ul. Welder $22.00 $176.00
Ivl. PiDe Fitter $19.00 $152.00
wI. General Fitter $16.00 $128.00
Ixl. Common worker $11.00 $88.00
Ivl. ONOC Enalneer . $32.00 $256.00
NOTE:(1) Overtime will be chargeable at the following premium factor.
Week Day Overtlme(6 days per week) 1.5
Nlghtwork (22:00 to 06:00) --2-
Holiday. National Holidays --2
Overtime compensation will only apply for working hours in excess of ten (10) hours per day (weekdays)
(2) Day Work Rate shall Include all the cost Including CONTRACTOR's Indirect Cost such as overhead,
profit, and cost for general administration such as printing, computer, tax, duties etc.
and other indirect cost including cost relating to management, etc.
--\31)) /\11 bFaakUma. tal,eA OveRima aFa
(4) Dally unit rate Is based on 8 hrs per day.
Weekly unit rate is based on 44 hrs per week.
i
RATES FOR DAY WORK
.......... " ............. , ..... , ........ ~
__ " .. act 1\10 o4z17-420Hi
................ 1;: ......
Contractor PEC
WorR IllIe : PIPing WorR
EQUIPMENT CATEGORY
UNIT RATE(S$)
HOURLY DAILY WEEKLY
Hydraulic Mobile Crane' 50T $90.00 $720.00 $3,564.00
Hydraulic Mobile Crane' 20T $50.00 $400.00 $1,980.00
Lorry crane 15T $52.00 $416.00 $2,059.20
Lorry crane 10T $42.00 $336.00 $1,663.20
Trailer
. 40FT
$50.00 $400.00 $1,980.00
Forklift 3T $20.00 $160.00 $792.00
Hydro-Test Pump (50kg/m2) $10.00 $80.00 $396.00
Welding machines (Diesel operate 300/400 Amp $11.00 $88.00 $435.60
Air Compressor (Diesel operated) 390CFM $35.00 $280.00 $1,386.00
Portable Generator (Diesel operate 150 KVA $35.00 $280.00 $1.386.00
Threading Machine.w/ACCESS 1"-4" $9.00 $72.00 $356.40
Magnetic Drill Machine (JIC-19) 10mm-24mm $8.00 $64.00 $316.80
Bolt Tensioning Machines up to 2.5" Bolt Size $ - $320.00 $1,584.00
Bolt Torquina Machines UP to 2.5" Bolt Size $
-
$320.00 $1.584.00
Plasma Cutter UP to 2" thickness $18.00 $144.00 $712.80
Pickup truck 3T $22.00 $176.00 $871.20
Lorry Truck 6T $40.00 $320.00 $1,584.00
----
NOTE:(1) Overtime will be chargeable at the following premium factor.
Week Day Overtime(6 days per week) 1
Nightwork (22:00 to 06:00) --1
Holiday, National Holidays 1
(2) Day Work Rate for Construction Equipment shall include all the cost including fuel,
maintenance, operators salary, transportation, insurance, other indirect cost
such as overhead, profit, cost for general administration (Computer, tax, duties etc.)
and cost for supervising, coordination and management.
(3) Daily unit rate is based on 8 hrs per day.
Weekly unit rate is based on 44 hrs per week.
(4) All fuel and lubricant are excluded.
REMARKS
PRICES
IV PRICE BREAKDOWN FOR DIRECT WORK
AND INDIRECT WORK
PRICES
1 DIRECT LABOR COST BREAKDOWN
1.1 Labor (Direct Labor only)
1.2 Construction equipment
Project:
Contract No
Work Title
Shell ECC ProJect
04217-42010
DESCRIPTION
1.0 Expatriate Labour
2.0 Local Labour
2.2 Skilled labour
labour
GRAND TOTAL:
NATIONALITY
DIRECT LABOUR COST BREAKDOWN
(BASIS : I 10 IHours per Day) Dale: 22Sap-OO
MANHOUR I UNIT RATE TOTAL
REMARKS
1 52.50
RFPO05 1.2 DIRECT LABOUR
"iNo
N'nrk TTtie
DESCRIPTION
;hell ECC Project
)4217-420lD
'lOm2 Wor"
1. Construction Equipment
1.1 Piping Work 1 q P
.1 a) Hvdraulic Mobile Crane
.1.2 b) Hydraulic Mo :lile
jraulic Mobile Crane
rry crane
!:2!!irane
'railer

tPumo
i) ,
Diesel t
10 i)Air! 5ieSeiC
1.1 Sub-Total
1.2 Common Use
1.2.1 a Portable Generator Diesel,
1.2 . .c.. ... 1..) Pickup truck
.2.3 c) LaITY Truck
.2.4
fT."TOOIS and Macmnery
I Bolt
180It._rq 9
I"'''' c) Plasma Cutter
.... .. ...) Power Brush
GRAND TOTAL :
1.2 Sub-Total
2 $ub'"Total
CONSTRUCTION EQUIPMENT COST BREAKDOWN
(Including transportation cost) Date : 22-Sep.Q6
TYPE, MODEL or
SPECIFICATION
40
300/400 Amp
390CFM
150 KVA
31
6'i
I up to 2.5" 80lt Size
up to 2.5" 80lt Size
UDto
Process-2 Area Contractor: PEe
Number of
Machines
UNIT
M/C"Mth
MlC"Mth
.1!1!C"Mth
WC"Mth
IWCMth
MfC*Mth
"'C'Mth
:-Mth
'C"'Mth
M1C"'Mth
MlC"Mth
M/C

QUANTITY
49.1
17.
31
998.
54.00
47.00
39.00
UNIT PRICE
(S$)
1.800.1
i.800 .
-..dQQ..
5.900.
.50
.80
800
850.
2.000
2.500.0
!.500.0
4.500.0
TOTAL
(S$)
225.000.1
102.000.1
136.800.0u
165.200. nn
REMARKS
M/C"MtIl 29.00 2.500.0 72.500.1
M/C"MtIl 29.00 2.500.0 72.500.0u I I
MlC"MtIl 37.00 2.500.0 92.500.00 I I
MlC"MtIl 12.000.0" I I
95.00
1.500.00 3,282,900.00
MlC-Mth: Machine" Months
RFP006 1.3 CONSTRUCTION EQUIPMENT
PRICES
2 INDIRECT LABOR COST BREAKDOWN
2.2 Transportation and Insurance Cost
2.3 Supervisory and Administrative Staff
2.4 Insurances, Taxes and Duties
Project:
Contract No:
Work Title
BUILDINGS
1.1 Field Office
1.2 Warehouse
1.3 Toolroom
ITEMS
1.4 Fabrication Shop
1.5 Maintenance Shop
1.6 Clinic
1.7 Guard Huts
1.8 Toilet
1.9 Worker's Shed
1.10 Canteen
1.11 Other Building
OTHER FACILmES
2.1 Storage Area
Shell Eee Project
04217-420ID
0102
2.2 Temporary Road, Sewer, Fence, Gate, Bridge, Jetty,
etc.
2.3 Safety, Protection and Maintenance FaCilities.
2.4 Utility Supply
2.4 1) Electricity
2.4 2) Water
2.4 3) Others
2.5 Others
2.5 1) Furnishings
2.5 2) Installation Of Temporary facilities
AMOUNT:
SPECIFICATION
SIZE
TEMPORARY FACILITIES
prPeess-2 Area
(a) Construction Facilities including transportation cost
Facilities cost . cost
Numbers
UNIT
Date: 22-Sep-06
Contractor: PEe
REMARKS
By Clients
By Clients
By Clients
By Clients
By Clients
By Clients
By Clients
By Clients
Shell ECC Project
04217-4201D
.ipjng
DESCRIPTION
Construction Equipment for Heavy Rigging
2) Domestic Transportation
a) Transportation of Construction Equipment
b) Insurance
0)
d)
e)
Common Temporary Facilities
TRANSPORTATION AND INSURANCE
Process-2 Area
a) Construction Equipment for Heavy Equipment Rigging
VOLUME UNIT
S$
NOTE: Transportation & Insurance for Common Temporary Facilities shall be included 2.1 Common Facilities
GRAND TOTAL
Date : 22-Sep-06
Contractor: PEC
S$
$60,000.00
$50,000.00
$110,000.00
REMARKS
Project; Shell ECC Prolect
-Contract No: 042174201,D
OCCUPATIONAL CATEGORY
1. STAFF
1.1 EXPATRIATE STAFF
I
INDIRECT LABOUR
2.1 .EXPATRIATE INDIRECT lABOUR
TRAVELLING EXPENSE
NUMBER OF TRIPS(TIMES)I
3.1 LOCAL STAFF
3.2 EXPATRIATE STAFF
SUPERVISORY AND ADMINISTRATIVE
STAFF AND LABOUR COST (or Process-l Area
(Including 2.3 Malerial Handling and 2.5 Travelling Expenses)
LABOUR & C) TRAVELLING EXPENSES FOR
TOTAL
81 8$
RFP009 2.4. SUPERVISORY AND ADMINISTRATIVB STAFF AND LABOUR COST
Dale : 22-Sep-06
Contractor: PEe
REMARKS
Project Shell ECC Project
Contract No: 04217-42010
Work Title: Piping Work
DESCRIPTION
1. INSURANCES
a) Workmen's Compensation insurances
b) liability insurance (Public Liability)
c) Movable Risk Insurance
d) Perfonnance bond
e) Down payment refund bond
INSURANCES, TAXES & DUTIES
Process-2 Area
VOLUME
or
QUANTITY
Note: Such Insurances as Marine Insurance and Travel Insurance which
are included in the other cost items, shall not be indicated herein.
2. TAXES AND DUTIES
a) Sales Tax
b) Corporation Tax
c) With holdin9 Tax
d) Stamp duty
e)
Note: Personal Income taxes which are included in
other cost items, shall not be indicated herein
3. OTHERS
a)
b)
c)
TOTAL :
Date 22-Sep-06
Contractor: PEe
UNIT PRICE TOTAL
UNIT
5$ 5$
Included in labour cost
$60,000.00
Excluded
$131,409.00
$17,000.00
Excluded
Included
NA
N.A
208,409.00
PRICES
V ESCALATION CLAUSE
PRICES
V ESCALATION CLAUSE
1 GENERAL
Escalation adjustment will be applied to the Labor Cost only, NOT to
Construction Equipment nor Material Cost.
Escalation adjustment will be made to Direct Labor and Indirect Staff costs.
2 ESCALATION ADJUSTMENT
2.1 Escalation Adjustment for both traditional Singapore Workers and Non
Traditional Singapore Workers will be based on the "REPORT ON WAGES IN
SINGAPORE" issued by the Ministry Of Manpower.
2.2.a Labor rates of the third (3
n1
) quarter of 2006 will be the base rate.
2.2.b "REPORT ON WAGES IN SINGAPORE" is published every three (3) months.
2.2.c Wage variation from the base rate will be measured every three (3) months and
applied to the new M-H unit rate.
2.2.d Escalation Formula: Total amount of Labor Cost x Percentage completed in the
period (3 months) x Percentage increase (or decrease).
2.3 In order to simplify the adjustment method and use available data in Singapore,
Non Traditional Singapore Workers and Singaporean shall be considered equal
for the financial impact to each expense such as Salary, Accommodations, Meal,
Transportation.
2.4 The current Direct and Indirect Labor Rates are based on the following assumptions:
Skilled levy by Singapore government 100S$/man-month
Cost for camp accommodation provided by Company 100S$/man-month
CPF by Company as per Singapore Law 12%
Foreign worker ratio 1:7
Any additional cost resulting from changes to above stated Labor costs will be
compensated to Contractor as per the Contract conditions.
Escalation Formula ECC Project
Manpower on Financial Impact
Direct Labour Indirect
Financial Impact
"
Non Financial Impact
x
1 of 1
Exhibit E PLANNING DOCUMENT
To Appendix 4 To The FORM OF AGREEMENT - Time schedule
EXIDBITE
TIME SCHEDULE
PLANNING AND SCHEDULING DOCUMENTS FOR PIPING WORK PROCESS 2 AREA
1. MILESTONE KEY DATES FOR PROCESS 2 AREA
2. CONTRACTOR's PROPOSED CONSTRUCTION SCHEDULE
(Strictly for information only)
3. CONTRACTOR's PROPOSED PROJECT ORGANIZATION CHART
4. CONTRACTOR's PROPOSED MANNING SCHEDULE FOR PROCESS 2 AREA
S. CONTRACTOR's PROPOSED MAJOR EQUIPMENT MOBILIZATION PLAN
1
2
3
4
5
6
7
8
9
MILESTONE KEYDATES FOR PROCESS AREA 2
Preparation Activities; Provisional commencement date:
Piping pre-fabrication (general); Provisional commencement date:
Completion of piping pre-fabrication:
Installation of dress up piping; Provisional commencement date:
Completion of installation of dress-up piping:
Piping installation on piperack; Provisional commencement date:
Commencement of piping testing:
Completion of piping testing:
Overall completion of piping for process area 2:
July 1, 2007
Oct. 1,2007
July 31, 2008
Oct. 29, 2007
Nov. 11,2007
Dec. 1,2007
Sept. 1, 2008
Feb. 22,2009
Mar. 30, 2009
NOTE: All above dates are based on the best information available at the time of award of the
CONTRACT and are subject to COMPANY's [mal confirmation.
Project Shell ECC Proiect
Contract No 04217-4201D
Work Title .F2R.ipg WQrk
WORK ACTI V ITY
1). Shop Pre-Fabrication
a). Shop Fabrication work ofCS Pipe (144,32501)
b). Shop Fabrication work ofSS Pipe (4,01801)
c). Shop Fabrication work of AS Pipe (2,45601
d). Shop Fabrication work of Pipe Support (338 TON
2). Delivery to BlastingfPainting
a). CS Pi@DeliverytoBlastinglPaintingYilrd
3). Delivery to Site
a . CS Pipe Delivery to Site
b . SS Pipe Delivery to Site
Ie)' AS Pipe Delivery to Site
d). Pipe Support Delivery to Site
4). Field Installation
a). Site Installation work ofCS Pipe (97,11001
b). Site Installation work of SS Pipe (2.680 Dr
c). Site Installation work of AS Pipe (1.638 01)
d). Site Installation work of Pipe Support (338 TON

10
9
8
14
e). S'lte Installation work of Flange Connection (61 ,634 01
. Steam Trace Pip!!:!9...'nstallation (171 Inell-M
5). Site Hydrotesting, Touch-up Painting & Punch list
a) Site Hydrotetsting
e) Toueh-up Painting
b) Punch list
7
6). De-mob, Site Housekeepinq & Completion work 3
a). Documentation & Handover
8
CONSTRUCTION SCHEDULE
2007
9UQL,J1
'il'!'
'i!
'I.",'
Process-2 Area
2008
.. .
'i,I'I'I'!11
,Ii
'"I,!'I,
:'L
i,I"iil::
HI""
';I,Hd , i"
:""
,,!;I' I'"
:'1
,!,
,,'I' 11'11'1,
!.:il'l';

'et
1:'i'l;
I': I""

Iii:',
I"
,
III'
--
'I,i,i ,1,1 : i ',I 'i II' !: :! ii:
",", ..Ii",i"
,I,!
Date :
Contractor: PEC
2009
31 . 4
5 6 71REMARKS
PLANT ENGINEERING CONSTRUC'1
21, Shipyard Ro.::Jd, Slng.:lpOfO 628144
Tel. 62689788 F.:lX, 62689488
URl: http://www.pccong.com
PTE LTD
SHELL HOUDINI PROJECT - 800,OOOMTA ETHYLENE CRACKER COMPLEX
Organization Chart For AfG Piping Work

,'Manillior_
"",,"vi THEIN

;":'OlrcCtor,""
'-',:
J un J:luuN CHUAN
[M
'r' - ":SOnlcir'QAtOC:'
.' ,'"._:.. '_
MOMQol'_, '.:_:,
KEN CHOO
E
Rovlz.lon
O;llC 22-Scp-06
".

JEFFERY FONSEKII r;=
I
-------.--""-.----."--"-.---..
SITE OFFICE
WONG YEE MENG
rc
J
"'-;ProJoq Control:'
' .... ". ".,< .:"'1
DENNIS RO",-",,, ",.,,,'" LUISITO D. R. LlMlOCO n-""RP.o.N
',ProJoct .
:." ,: ': :;,,:,";: '
GONG YI
J:C
.. :ProJoct, .
AUNGSOELYNN
,MO!..
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""
rw
,.
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mN
,.
1

,ON
,.
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,,:[::
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,',
E

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GAN YEE LOOK

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"
, 'ON
,.
TEN
,.
,
. ;;', ...
TeN
,':-',' __ :,' j'i
, c:;"
RAMOSR. BERMUDOJR
ry
) QC

WONG KAR CHUN
rc
t,e.. .'
MUNAs,o, PAJDI RAJU
[i"
\\
rc
,," ,:':"S"<\:(&E','- ,"
..
ABDUL SAMAD
IL
,eN
,.
T
,.
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, - Th.
Print date:2007-02-23
MAJOR EQUIPMENT MOBILIZATION PLAN
Project: She!! EGG Project Process-2 Area Dale: 22-5ep-06
Contract 04217-4201 D _______ _
Work Title' Piping Work
YEAR , 2007 2008 2009 TOTAL k
CQNSTRUCTlONEQUIPMENT M NTH 8 9,.;,1!' 10 11 12 1 '1'!'2 '3 4,: 5 "6 ,'7';""1'8' ",g, 1,10 111;':12' 3 4 5 6 7 achlne"Mont otrental,own
Consecutive 15 16 iii" 17 18 I ,19 20 '21 22, I; 23 24 25 '26 27 i 1"28 ";1,29 !i;,30!: 31 :il':::32 I ,'33 34 35 36 37 38 or
S ecrficatron
===. ===t __ . ___ . __..
--

'Ier R;,R._. _______ .w___ .,

.10

_ __
2.3
4C

KlO/400 AmI
-39CrCFfl"
-15cn<VX-
-ujjTci2:""sBoii""slZe

21 2

2
--.;:r--'1"'. --'.---'i"[--"3j __ .. _______ .. L_. ______ _
29
,._._._..

2
3 2 2
Project: Shell EGC Project
Conlm No: 0421742010
Work'TItle: pipinQ Work
CRAFT I POSITION I YEAR
MO"'" B
MANNING SCHEDULE FOR PROCESS-2 AREA
I(unit 0: Jan-MOnth)
( ,_ '25 ": Scheduled working hour.;/Man-fv1onth)
3
Date:
Contractor:
Man-Month
22-Sep-06
PiOC
51 Staff 1:::- ITotal I Nationality:
'Stnff)! (lDLl [ (DL)
1. 5up'.-vi,0'l/ IC1""1-: 1 t 1 ill lit Iii 1 d I I 1 t 1 ii' :
'R'R._.AdmJT)i<;tratiDnw___ -____ - --. __ "':',":, __ .... __; __ H_:--::--:,.'_ '._-- : ,:"",--;-- -- --- ____ -L __ . j _____ . ---. ______ .. '1
__. __ ._._ ._!QL. _____ __ ,_,'.. . .1 __ '_.1:, .. :'__ :.1 .. __ ... ..___ .1. __ .! .. ' ___ ..__ .. __ 1!j ______ __,_,_"
.. _--_ __ _-.. _ .. _------,,---!-I -I--I---I--I---I-f---I,--f--I--f---l---, ..f-.. ___ .:. __ l_ ___ ,. ___ ,. __ ... ___ .

I-----ll--
'--'{i:j"

. 1.0

'--1:0"
,::1]:,
1.0

--2])"'

-,S:O"

''iz.nr:

f.'If5:-o
:['1[<[,
--'lrii&loi.r---' [--.".
Grand Total 574.0 289.3
Staff; SupervISory & administrative staff, IDL.: Indirect labor, DL.: Direct labor.

Above Ground Piping Process 2 Area Execution Phase

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