Section - Particular Conditions of Contract Section - - Particular Conditions 8-1 of Contract The following Particular Conditions of Contract (PCC) shall supplement the General Conditions of Contract (GCC) Whenever there is a conflict, the provisions herein shall prevail over those in the GCC Part A - Contract Data Ref GCC 1.1.2.2 & 1.3 Conditions Employer's Data name and address Employer: Ministry of Transport Implementing Agency: My Thuan Project Management Unit Street Address: PMU My Thuan 127S Dinh Tien Street, Ward 3, Sinh Thanh Hoang District, City: Ho Chi Minh City, Country: Vietnam 1.1.2.4 & 1.3 Engineer's name and address SMEC International Pty Ltd Address: 25 Thanh Thi Thanh Street, District 1, HCMC, Viet Nam 1.1.2.11 Bank's name Asian Development Sank (ADS) 1.1.2.12 Borrower's Socialist Republic of Viet Nam 1.1.2.13 Resident Engineer name Project Manager, Project Implementation Consultant for Southern Coastal Corridor Project, SMEC International Pty Ltd Address: 25 Thanh Thi Thanh Hoang Street District 1, HCMC, Viet Nam \ 1.1.3.3 Time for Completion 1.1.3.7 Defects Notification the Works 1.1.5.6 Sections 1.3 Electronic systems 1095 days Period for 365 days Not applicable The following forms of electronic transmission are only acceptable for off Site communication: transmission (i) Facsimile is acceptable for use as communication subject to evidence of transmission receipt for the same and subsequent delivery to and receipt by the recipient of the original signed paper version of the same within days of the facsimile transmission (ii) E-mail is acceptable for use as providing the communication communication is sent as an attachm~nt I Contract Document for SCCP CW7/3 Rev F10 Procurement of Works Section - Particular Conditions of Contract to the E-mail and is sent as a scanned version of the signed original (electronic signature is not acceptable), and subject to evidence of transmission receipt for the same and subsequent delivery to and receipt by the recipient of the original signed paper version of the same within days of the E-mail transmission Unless these obligations are fully complied with, the facsimile or E-mail will be deemed not to have been transmitted and date of receipt of the original document shall be deemed to be the effective date of the communication 1.4 Governing Law The law of the Socialist Republic of Viet Nam 1.4 Ruling language English 1.4 Language for communications English 2.1 Time for access to the Site Within day of the Commencement Date 3.1(b)(ii) Engineer's Duties and Authority Zero (0)% 4.2 Performance Security The performance security shall be in the form of an unconditional bank guarantee in the amount of ten (10) % of the Accepted Contract Amount in the same proportion of the currencies of the Contract and in a form acceptable to the Employer 6.5 Normal working hours 0800 to 1700 hours Monday to Saturday 8.7 and 14.15(b) Delay damages for the Works 0.05 % (1/20th) of the final Contract Price per day, in the currencies and proportions in which the Contract Price is payable 8.7 Maximum amount of delay damages Twelve (12) % of the final Contract Price in the currencies and proportions in which the Contract Price is payable 13.5.(b)(ii) Provisional Sums Ten(10)% 14.2 Total advance payment Twenty (20)% percent of the Accepted Contract Amount payable in the currencies and proportions in which the Contract Price is payable 14.2(b) Repayment amortization of advance payment 33.3% 14.3 Percentage of Retention Ten(10)% -+ _ Contract Document for SCCP CW7/3 Rev F10 Procurement of Works - -.- Section - Particular Conditions of Contract ~~~~~~~~~ 14.3 Limit of Retention Money Ten (10)% of the Accepted Contract Amount of the Works 14.5(b)(i) Plant and Materials Plant and Materials for payment when shipped en route to the Site: None 14.5(c)(i) Schedule for Payment of Plant and Materials delivered to the Site: precast concrete piles and bridge girders, reinforcing, steel geotextile, bitumen; portland cement; aggregate for asphalt concrete and surface treatment, cement concrete; base and subbase materials; sand fill materials, pvd, sbd 14.6 Minimum Amount of Interim Payment Certificates One (1) % of Accepted Contract Price 17.6 Maximum total liability of the Contractor to the Employer The product of one (1) times the Accepted Contract Amount 18.1 Periods for submission of insurance: (a) (b) evidence of insurance relevant policies 14 days 28 days 18.2(d) Maximum amount of deductibles for insurance of the Employer's risks Not applicable 18.3 Minimum amount of third party insurance VND 1,000,000,000 (Vietnam Dong one billion) per occurrence, with the number of occurrences unlimited 20.2 Date by which the DB shall be appointed 28 days after the Commencement Date or, if agreed by the Parties, within 28 days of one Party giving notice to the other Party, with a copy to the Engineer, of its requirement for a DB to be appointed 20.2 List of potential DB sole members None 20.3 Appointment (if not agreed) to be made by Vietnam International Arbitration Centre (VIAC) Address: NO.9 Dao Duy Anh St, Hanoi, Vietnam Tel: + 84 - - 574 4001 /5742021 Fax: + 84 - - 5743001 Email: viac-vcci@hn.vnn.vn Website: http://www.viac.org.vn 20.6 (a), (b), (c) Vietnam International Arbitration Centre (VIAC) Appointing Authority { Contract Document for SCCP CW7/3 Rev F10 Procurement of Works Section - Particular Conditions of Contract 8-4 Section - Particular Conditions of Contract Part B - Special Provisions CONTENTS General Provisions 1.1 Definitions 3.2 Delegation by the Engineer 4.4 Subcontractors 4.14 Avoidance of Interference 4.18 4.21 Protection of the Environment Progress Reports Staff and Labour 6.1 Engagement of Staff and Labour 6.4 Labour Laws 6.7 Health and Safety 6.21 Prohibition of Harmful Child Labour 8.4 Extension of Time for Completion 7 11 Defects Liability 11.11 Clearance of Site 13.8 Adjustment for Changes in Cost 14.7 Payment 15.6 Corrupt or Fraudulent Practices Contract Document for SCCP CW7/3 Rev F10 Procurement of Works Section - Particular Conditions 8-5 of Contract Section - Particular Conditions of Contract Part B - Special Provisions General Provisions 1.1 Definitions 1.1.2.13 Insert new Sub-Clause as follows: Resident Engineer "Resident Engineer" means the Construction Supervision Consultant, whose delegated representative will be resident on the Site, named in the Contract Data and appointed by the Engineer under Sub-Clause 3.2 and notified to the Contractor The Engineer 3.1 Engineer's Duties and Authorities 3.2 Delegation by the Engineer After Sub-clause (d) of Paragraph 7, relating to the Engineer obtaining the specific approval of the Employer, add: " (e) Sub-Clause 4.4 : Approval of a subcontractor (f) Sub-Clause 13.5: Before issuing any instruction relating to each Provisional Sum" After the first paragraph of this Sub-Clause add the following paragraph: "Subject to the limitation of the power and authority delegated to the Resident Engineer by the Engineer, the Resident Engineer may from time to time assign duties and delegate authority to assistants and may also revoke such assignment or delegation, and such act of assignment or delegation or revocation of the same shall have the same effect ~s though the act had been an act of the Engineer." 4.4 Subcontractors At the end of the sentence in the first paragraph, add: "and shall not subcontract more than 30 per cent of the Works." At the end of sub-paragraph (a) add: "providing the Subcontractor has been accepted in the Letter of Acceptance" In the third paragraph immediately after "Details]" add: "and Clause [Staff and Laboufj" At the end of this Sub-Clause add the following paragraph: "If requested by the Engineer, the Contractor shall submit a copy of each Subcontract agreement, excluding prices, in its original language together with a translation if the original language is not in the language for communications." 4.14 Avoidance of Interference After the first paragraph paragraph: of this Sub-Clause, add the following "Without in any way limiting the Contractor's obligations responsibilities under the Contract, because the Site or thereof is used by the public including canals, roads footpaths, the Contractor shall programme and execute Contract Document for SCCP CW7/3 Rev F10 Procurement of Works and part and the Section - Particular Conditions 8-6 of Contract Works to avoid inconvenience or disruption of the public No work on any part of the Site used by the public shall be permitted until such time as alternate routes in the form of canals, roads, diversions, footpaths, accesses and the like (whether permanent or temporary) have been provided by the Contractor, together with all necessary safety features and devices and appurtenant drainage, and the alternate route(s) have been deemed acceptable for public use by the Engineer." 4.18 At the end of this Sub-Clause, add the following paragraphs: Protection of the Environment "The Contractor shall comply with all applicable national, provincial and local environmental laws and regulations The Contractor shall (a) establish an operational system for managing environmental impacts, (b) carry out all the monitoring and mitigation measures set forth in the Initial environmental Examination (lEE) and environmental Management Plan (EMP) and (c) allocate a budget required to ensure that such measures are carried out The Contractor shall submit quarterly reports on the carrying out of such measures to the Employer." 4.21 At the end of the clause add the following: Progress Reports U(i)monitoring of the obligations in sub-clause 4.18, 6.4, 6,7, 6.20 and 6.21." Staff and Labour 6.1 At the end of the sentence in the second paragraph, add the following: Engagement of Staff and Labour 'The Contractor shall give equal opportunity females if they are equally qualified to males and Within twenty-eight (28) days of the Commencement Date, and before commencing any construction on Site, the Contractor shall provide and implement a Gender Plan for those women employed by the Contractor The plan shall support and protecting the interest and rights of all female employees and as a minimum shall ensure that proper facilities are provided to women employees in labor camps including child care facilities (on site day care for women labourers) and work arrangements are safe for women especially addressing women's potential vulnerability to HIV and sex violence The plan shall conform fully to the Government's Gender Strategy for this project The Plan shall be revised at the request of the Engineer without relieving the Contractor of any of his obligations or responsibilities under the Contract," 6.4 After the second paragraph add the following paragraphs: Labour Laws The Contractor shall not make employment decisions based upon personal characteristics unrelated to job requirements The Contractor shall base the employment relationship upon equal opportunity aTd fair treatment, and shall not discriminate with respect to aspects of the employment or the employment Contract Document for SCCP CW7/3 Rev F10 Procurement of Works Section - Particular Conditions of Contract 8-7 relationship, including recruitment and hiring compensation (including wages and benefits), working conditions and terms of employment or retirement, and discipline The Contractor shall (a) provide equal wages and benefits to men and women for work of equal value and type and (b) ensure that at least 10% of women are employed in construction " 6.7 Health and Safety At the end of the clause add the following: "The contractor shall conduct health and safety programs for workers employed under the project, and shall include information on the trafficking of women and the risk of sexually transmitted diseases, including HIV/AIDS in such programs" 6.21 Prohibition of Harmful Child Labour At the end of this paragraph add: ""Child" means a child below the statutory minimum age as specified by Vietnamese national, provincial and local law." 8.4 After the first paragraph, add the following paragraph: Extension of Time for Completion "Because the Site is known to incur long rainy seasons and high rainfall, for the avoidance of doubt, such weather or climatic conditions shall not be classified as "exceptionally adverse climatic conditions" in accordance with sub-paragraph (c) of this Sub-Clause." At the end of this Sub-Clause, add the following: "It is a condition precedent to the Contractor's entitlement to an extension of the Time for Completion that the Contractor must: (i) Have provided the notices as required by this Sub-Clause; (ii) Not have caused, or contributed to, the delay; (iii) Have taken all steps necessary both to preclude the cause of the delay and to avoid or minimise the consequences of the delay; or (iv) Have actually been, or be likely to be, delayed in completing the Works by a cause set out in subparagraphs (a) to (e) above It is a further condition precedent to the Contractor's entitlement to an extension of the Time for Completion that there be no concurrent delay by a cause other than those set out in subparagraphs (a) to (~ above." 11 Defects Liability 11.11 At the end of the first paragraph, add the following: Clearance of Site "and shall reinstate and restore all areas disturbed by the Contractor (other than those covered by the Works) and shall leave the Site in a neat and tidy condition to the satisfaction of the Engineer." Contract Document for SCCP CW7/3 Rev F10 Procurement of Works r1~1 Section - Particular Conditions of Contract 8-8 13.8 Delete Clause 13.8 and replace with Adjustment for Changes in Cost In this Sub-Clause, "table of adjustment data" means the completed table of adjustment data for local and foreign currencies included in the Schedules If there is no such table of adjustment data, this Sub-Clause shall not apply If this Sub-Clause applies, the amounts payable to the Contractor shall be adjusted for rises or falls in the cost of labour, Goods and other inputs to the Works, by the addition or deduction of the amounts determined by the formulae prescribed in this Sub-Clause To the extent that full compensation for any rise or fall in Costs is not covered by the provisions of this or other Clauses, the Accepted Contract Amount shall be deemed to have included amounts to cover the contingency of other rises and falls in costs The adjustment to be applied to the amount otherwise payable to the Contractor, as valued in accordance with the appropriate Schedule and certified in Payment Certificates, shall be determined from formulae for each of the currencies in which the Contract Price is payable No adjustment is to be applied to work valued on the basis of Cost or current prices The formulae shall be of the following general type: = Pn a + b Lnl Lo + c En/Eo + d1 Mn1/Mo1+ d2 Mn2/Mo2+ d3 Mn3/Mo3 + d4 Mn4/Mo4 + d5 Mn5/Mo5 + e Fn/Fo where: "Pn" is the adjustment multiplier to be applied to each Interim Payment Certificate's estimated contract value in the relevant currency for in period "n", this period being a month unless otherwise stated in the Contract Data; "a" is a fixed coefficient, stated in the relevant table of adjustment data, representing the non-adjustable portion in contractual payments; "b", "c", "d1", "d2", "d3", "d4", "d5", "e" are coefficients representing the estimated proportion of each cost element related to the execution of the Works, as stated in the relevant table of adjustment data; such tabulated cost elements may be indicative of resources such as labour, equipment and materials; "Ln", "En", "Fn", "Mn1" "Mn2" "Mn3" "Mn4" "Mn5" are the current cost indices or reference prices for period "n", expressed in the relevant currency of payment, each of which is applicable to the relevant tabulated cost element on the date 28 days prior to the last day of the period (to which the particular Payment Certificate relates); and "Lo", "Eo", "Fo", ':MQ1" "M02" "M03" "M04" "M05" are the base cost indices or reference prices, expressed in the relevant currency of payment, each of which is applicable to the relevant tabulated cost element on the Base Date The cost indices or reference prices stated in the table of adjustment data shall be used If their source is in doubt, it shall be Contract Document for SCCP CW7/3 Rev F10 Procurement of Works Section - Particular Conditions of Contract 8-9 determined by the Engineer For this purpose, reference shall be made to the values of the indices at stated dates for the purposes of clarification of the source; although these dates (and thus these values) may not correspond to the base cost indices In cases where the "currency of index" (stated in the table) is not the relevant currency of payment, each index shall be converted into the relevant currency of payment at the selling rate, established by the central bank of the Country, of this relevant currency on the above date for which the index is required to be applicable Until such time as each current cost index is available, the Engineer shall determine a provisional index for the issue of Interim Payment Certificates When a current cost index is available, the adjustment shall be recalculated accordingly If the Contractor fails to complete the Works within the Time for Completion, adjustment of prices thereafter shall be made using either (i) each index or price applicable on the date 49 days prior to the expiry of the Time for Completion of the Works, or (ii) the current index or price: whichever is more favourable to the Employer The weightings (coefficients) for each of the factors of cost stated in the table(s) of adjustment data shall only be adjusted if they have been rendered unreasonable, unbalanced or inapplicable, as a result of Variations Between the second and third last paragraphs of this Sub-Clause in the General Conditions, add the following paragraph: "The Contractor shall provide original publications of the officially published base cost indices and prices with his Bid With the submission of each application for a Price Adjustment, original publications of current cost indices and prices shall be provided by the contractor." 14.7 Payment In sub-paragraph (b) change "56 days" to "75 days" After the first paragraph paragraph: of this Sub-Clause, add the following "For the avoidance of doubt, pursuant to sub-paragraph (b) of this Sub-Clause, the Employer shall not be obligated to pay the Contractor's Statement until all supporting documents have been submitted to the Engineer in accordance with the Contract, and the 75 day period permitted to effect payment shall begin from the date the Engineer receives the last such document." In sub-paragraph (c) change "56 days" to "75 days" 15.6 Corrupt or Fraudulent Practices Delete: " [For projects financed by the Asian Development Bank:] For the purposes of this Sub-Clause: (a) Contract Document for SCCP CW7/3 Rev F10 "corrupt practices" Procurement means the offering, of Works giving, receiving, or Section - Particular Conditions of Contract (b) (c) (d) 8-10 soliciting, directly or indirectly, of anything of value to influence the actions of any party in the procurement process or the execution of a contract; "fraudulent practices" means a misrepresentation or mission of the facts in order to influence a procurement process or the execution of a contract; "collusive practices" means a scheme or arrangement between two or more bidders, with or without the knowledge of the Borrower, designed to influence the actions of any party in a procurement process or the execution of a contract; "coercive practices" means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the procurement process or affect the execution of a contract." and replace with: "[For projects financed by the Asian Development Bank:] For the purposes of this Sub-Clause: 18.2 Insurance for Works and Contractor's Equipment Contract Document Rev F10 (a) "corrupt practice" means the offering, giVing, receiving, or soliciting, directly or indirectly, anything of value to influence improperly the actions of another party; (b) "fraudulent practice" means any act or omission, including a misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial or other benefit or to avoid an obligation; (c) "coercive practice" means impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of the party to influence improperly the actions of a party; (d) "collusive practice" means an ,arrangement between two or more parties designed to achieve an improper purpose, including influencing improperly the actions of another party." Delete: " (a) shall be effected and maintained by the Contractor as insuring Party." And replace with: " (a) Insurance for Works shall be effected and maintained by the Employer as insuring Party, Insurance for Contractor's Equipment shall be effected and maintained by the Contractor as insuring Party." for SCCP CW7/3 Procurement of Works JA~ /?/