Final minutes of meeting

MINISTRY OF TRANSPORT VIETNAM EXPRESSWAY CORPORATION –––––––––––––––––––––– No: /BB-VEC SOCIALIST REPUBLIC OF VIETNAM Independeance – Freedom – Happiness ––––––––––––––––––––––––– Hanoi, 5th3 March 2009 MINUTES OF CONTRACT NEGOTIATION Package A1 – Noi Bai- Lao Cai Highway Construction Project ––––––––––––––––––––––––––––– In accordance with Document No.396/ QD-BGTVT dated 23rd February, 2009 by Minister of MOT on approval of Bid evaluation results for pPackage A1- Noi BaiLao Cai Highway Construction Project (Stage 1), tThe contract negotiation for the package A1, chaired by General Director of Vietnam Expressway Corporation, is held from 3rd to 54th March 2009 at the conference room, 6th floor, head office of VEC The participants are asThe contents are as follows: A PARTICIPANTS 11) Vietnam Expressway Corporation (VEC) (Employer): - Mr Trần Xuân Sanh - General Director- Chief negotiator - Mr Nguyen Ngoc Thach- Attorney at law- nhquang& associates - Mr Trần Ngọc Hoàng – Deputy General Director, in charge of the project - Mr Mai Tuan Anh- Deputy General Director, in charge of technical issues - Mrs Phạm Thị Thanh Khuya- Head of Inspection Committee - Mr Lương Quốc Việt – Chief Accountant - Mrs Phạm Thị Hồng Hương – Head of Apprasial Department - Mr Phạm Hồng Quang – Head of Quality, Technical and Environment Mangement Department - Mr Lê Hoàng Tùng – Head of Project Department - Mr Trần Hữu Vĩ – Vice Head of Planning Department - Mr Dao Quang Tuan, Vice Director of EPMU, Noi Bai-Lao Cai - Mr Lương Quốc Việt – Chief Accountant 2) POSCO Engineering&Construction Co.,ltd (Contractor): - Mr Park, Yong Soo - Project Director- Chief negotiator - Mr Nam, IZl Kwon – Vice Deputy General ManagerDirector of Infrastructure- Cochief negotiator Trang 1/19 - Mr Park, Han Su – Chief Representative in Vietnam Office - Mr Kim, Ji Hyung – Lawyer - Mr Kim, Young Gi– General Manager - Mr Park, Hyun Soung – Deputy General Manager - Mr Shin Seung Sik – Project Specialist - Mr Lee Sang Don– Project Specialist - Mrs Nguyễn Thị Bích Thủy– General Manager in Hanoi Office Posco’s representatives (hereinafter referred to as the Contractor) submitted a Power of Attorney and business registration certificate of Posco E &C to VEC (hereinafter referred to as the Employer) VEC requested Posco to get the above mentioned documents legalised by the Korean Embassy in Vietnam and a notarised translation thereof in accordance with Vietnam’s law Before the meeting, Chief negotiator of the Employer announced Decision on bid results for this package and delivered it to the Contractor’s representatives As requested by the Employer, the Contractor submitted a Power of Attorney for authoried representatives of the Contractor to participate in the negotiation and to sign the Contract After considering the legal documents, the Employer requested the Contractor to get the documents legalised by the Korean Embassy in Vietnam and a notarised translation thereof in accordance with laws of Vietnam The Contractor confirms to sastify the above-mentioned requirements B CONTENTS OF NEGOTIATION The two parties hasve negotiated, clarified and agreed on the following contents: I/ TECHNICAL ISSUES: Local administrative scope 1.1 Construction licence: The Employer shall be mainly repsonsible for obtaining a construction licence for Package A1 – Noi Bai-Lao Cai Highway pProject in accordance with the laws of Vietnam The Contractor shall be responsible to provide its legal operating licences, for example, foreign contractor licence in Vietnam to the Employer to complete the procedures for obtaining construction licence 1.2 Overall plan, schedule of the package: The Contractor confirmsed that it shall submit the overall plan and schedule of package and detailed construction schedule in accordance with the approved construction schedule of the package of 40 months These overall plan and schedule of package and detailed construction schedule shall be submitted for the Engineer’s acceptance within 28 days from the date of the Employer’s Notice of Commencement of the Project and the Engineer must submit those for the Employer’s approval Only route section of commencement of the Project shall be planned by March 25th 2009 Trang 2/19 to the Employer and Engineer for their approvals within 28 days from the date of the Employer’s notice of commencement of the Project The two parties will discuss in details the route section for commencement of the Project in another meeting In case the actual construction schedule is not in accordance with the Contract or not in compliance with the approved overall plan, the Employer, based on the Engineer’s proposal, shall consider the Contractor’s responsibilities and settle in accordance with provisions on bonus and penalty for their approval at any time during the implementation of the Contract 1.3 Design of construction drawing: The Contractor confirmsed to complete and, finalise thehe whole design of construction drawing prior to construction, ensuring the overall schedule within 90 days from the date of notice of the Investor of award However, for the route located in Tam Duong District, Vinh Phuc Province shall be completed and submitted to the Employer and the Engineer for their approval before 25 March 2009 1.4 Organisation, Executive Personnel of the Site Construction: Within 5228 days from the date of receipt of Lletter of Aacceptance, the Contractor shall complete the setting up of a Site organizationan Executive Committee of the Project and obtain the operating licence and seal for the Site organizationExecutive Committee in accordance with the laws and regulations of Vietnam The site organizationExecutive Committee shall have a suitable premises which is well-equipped and convenient for the package managemente operating of the Site Construction: meeting room, working room for staff, computers, photocopy machine, telephones and means of transport such as: car, motorbikes etc 1.5 Operating licences of the Contractor in Vietnam: The Contractor shall be responsible for provision of its legal operating licences in Vietnam tofor the Employer to complete the procedures for obtaining construction licence 1.6 Sub-contractors (if any): The Contractor shall submit a list of the Sub-contractors (if any) in accordance with the relevant requirements in the Contractfor the Employer to consider and approve prior to implementation In order to meet up with the schedule for commencement of the Project, the Employer request the Contractor to mobilise work force for construction drawing and acceptance of construction, site clearance prior to 25 March 2009 The Contractor unanimously agreed with the above requirements 1.7 Construction method of the package: The Contractor confirmsed to submit the detailed construction method of each items in accordance with technical requirements and technical specifications inguidelines of the bidding documents forto the Employer and the Engineer’s for their approvalcceptances prior to carrying out the construction Trang 3/19 In case of necessity of supplemental survey, the Contractor shall have to establish a detailed outlines of works to submit to the Employer and the Engineer for their approvals prior to implementation thereof Supplemental survey shall comply with the standard framework of the Project which has been approved by the Ministry of Transport, expenses for supplemental survey shall be paid from budget of the package which has been awarded The Contractor confirmsed to satisfy all conditions on personnel and equipment of the bidding documents For conditions required in the Bidding Document which the Contractor has not yet provided in the Contractor’s bid documentssatisfied, the contractor it commits to fulfil such conditions fully in accordance with the biddding documents 1.8 Site Layout Scheme: The Contractor is required to reestablish site layout in accordance with actual conditions of the Package to submit for to the Employer and the Engineer’s for their consideration and approvalacceptance together with organisation of implementation of the package 1.9 Method of Construction Quality Management: The Contractor confirmsed to submit quality management system plan as soon as possible uponafter receipt of the Employer’s Lletter of Aacceptance This plan shall comply with requirements set out in the bidding documents of the Project as well as current regulations on quality management of Vietnam 1.10 Methods of labour safety, environemental sanity, HIV/AIDs Fighting The Contractor confirmsed to establish plans and measures for ensuring labour safety during the construction in accordance with requirements of the bidding documents and in compliance with regulations of the SponsorADB and the Government of Vietnam The contractor confirms to set up plan and measures of environmental sanity during the package contruction in accordance with the Bidding Documents and Vietnam relevant regulations and ADB’s relevant policies The Contractor confirmsed to coordinate with social organisations to carry out HIV/AIDs fighting measures in accordance with the Project’s program 1.11 Material Resource Scheme: The Contractor confirmsed to officially submit forto the Supervision ConsultancyEngineer’s acceptance and the Employer material supplying sources satisfying quality standard and technical requirements of the bidding documents Material supply sources may be changed as compared to the bidding documents, however, quality standards and awarded unit prices shall be kept unchanged 1.12 Meeting for progress review: Trang 4/19 The Contractor confirmsed to comply with the requirements for meetings to review package construction progress as requested by the Employer and Supevision Consultant.Engineer 1.13 Reports of the Contractor: In order to ensure the quality of meetings, the Contractor shall prepare fully reports updating progress of implementing the Package for each meeting for the Employer and Engineer to review the monthly and quarterly quality progress and extraodinary meetings if the Employers thinks necessary Language of reports shall be in English and Vietnamese, however, English version shall prevail 1.14 Control, Inspection, auditting: The Contractor confirmsed to provide documents related to the package and explain fully to control, inspection, auditting bodies of the Employer, relevant authorities of the Government and the SponsorADB if required 2- Site Scope: 2.1 Construction of site office, laboratory, warehouse: The Contractor confirmsed to construct site office, laboratory, warehouse in accordance with the approved overall plan which has been approved by the Employer 2.2.Survey, design of construction drawing: The Contractor confirmsed to survey and design the construction drawing in accordance with the approved overall plann which has been approved by the Employer Other preparation works: The Contractor confirmed to carry out other preparation works in accordance with the plan which has been approved by the Employer 2.3.Site hand-over The Employer and the Contractor confirmsed to coordinate with each other for site hand-over from local authorities and hand over the same tto the Contractor 2.4.2.5 Mobilisation works of the Contractor The Contractor confirmsed to mobilise personnel and equipment in accordance with the requirements set out in the bidding documents A part of personnel and equipment shall be mobilised earlier in order to satisfy timely and fully commencement works of the package The mobilization before the date of commencement shall not be accounted into the duration of the Contract (Volume shall Trang 5/19 be discussed by the parties in details in another meeting for commencement of the Project.) 2.5.Other preparation works: The Contractor confirms to carry out other preparation works in accordance with the approved overall plan requirements set out in the bidding documents A part of personnel and equipment shall be mobilised earlier in order to satisfy timely and fully commencement works of the package (Volume shall be discussed by the parties in details in another meeting for commencement of the Project.) II/ FINANCIAL ISSUES Finance 1.1 Contract pricevalue: Prior to the signing of the Contract, the Contractor shall submit an analysis of unit prices of all items in Bill of Quantity (excluding lump-sum and provisional sum ipackaged items and estimated items) in accordance with bidding prices after correction of differences and errors Detailed unit prices shall set out reasonably bidding prices and include all actual expenses of the Contractor such as personnel, machinery, material, taxes etc and shall be less or equal to total unit prices as set out in the bidding documents The Employer shall review the reasonability of detailed unit After being approved by the Employer, the detailed unit prices shall be a part of the Contract During the implementation of the Contract, if there is any technical changes as well as other changes, the detailed unit prices shall be one of basis for the Employer and the Contractor to negotiate for adjustment 1.2 Payment currencies The contractor confirms the weighting of payment currencies similar to that in submitted bid: - 30.31% in USD foreign currency (USD) - 69.69% in VND local currency (VND) This weighting will remained unchanged in each payment and during contract implementation 1.3.Exchange rate The exchange rate is the selling rate at 28 days before deadline of Bid submission and announced by Vietcombank at 10:00 am (Hanoi times) on October 13 th 2008, i.e USD= 16,.620 VND This exchange rate is fixed, and unchanged in each payment and during contract implementation 1.4.Taxes The cContractor is responsible for tax registration, declaration and payment of all relevant taxes in accordance with the requirements in Bidding dDocuments and other existing regulations in Vietnam The contractor will provide the relevant information Trang 6/19 and evidence accurately, quickly and timely for the employer’s review and supervision Financial CContingencies The Employer and Contractor agree that the contingencies areis the employer’s own cost and areis used for payment of additional items due to physical and price fluctuation and other changes unexpected by Tthe eEmployer 3.Price adjustment The price adjustment is carried out for payment currenciesy payment required in the bBidding dDocuments and in accordanceing to with the calculation formulas in the Bidding dDocuments Base price indicesexes (“o” indexesindices) is fixed at 28 days before bid opening (i.e 13th October, 2008) The current price indicesexes for payment are identified at 28 days before acceptance of completed civil works It is cClarify and confirmed that weighting of relevant indexesindices is in accordance with the Bidding Documents : + non-adjusted price : 0.2 + Labor price adjustment: 0.12 + Fuel price adjustment: 0.1 + Cement price adjustment: 0.16 + steel materials price adjustment: 0.16 + Bitumen materials price adjustment: 0.16 +Machine shift price adjustment: 0.1 The base and current price indexes are taken following Hanoi-based General Statistics Office of Vietnam for the following cities and provinces within package area: Hanoi City and Vinh Phuc province, and are calculated for the following factors: labor, machine shift, fuel price, cement, steel, and bitumen The Contractor must sign the contract with the General Statistics Office of Vietnam on providing the official price indexes for the project and submit it to the Employer before the contract signing Every month, tThe cContractor must submit the original of price indexesindices tofor price adjustment for the Engineer and the Employer.’s review and approval The equipment price index follows the price regulation of equipments exported from G5 industrial countries ( France, Germany, UK, Japan, and US) to market of the developing countries in US Dollar and converted to Vietnam Dong (VND) with exchange rate at the time of calculation The regulations are issued twice a year by World Bank and the original one will be submitted to the engineer and the employer as a basis of price adjustment The remaining conditions follows the requirements in the Contract Trang 7/19 Lump sump items The Contractor confirmsed to implement the lump sump items in accordance with the requirements specified in the Bidding DocumentsITB The Contractor hasis to submit the detail construction methodology for service road construction The design drawing for road service road should be submitted by the Contractor to the Employer and Supervision Consultant for their approvalshall be submitted for the Engineer’s acceptance The Contractor also confirmsed to maintain the local existing transportation road to avoiding negative bad impacteffects to the local residents’ life site surrounding residents’ life Provisional SumTemporarily estimated items Provisional Sum items Temporarily estimated items are to be complied with requirements in the Bidding DocumentsITB, the payment should be accepted by the Employer and the Supervision ConsultantEngineer and approved by the Employer Advance payment and reimbursement of advance payment Advance payment is 10% of contract price excluding the contingency The Advance payment and reimbursement of advance payment shall be in accordance towith the Bidding DocumentsITB Advance Payment Security Bond and Contract Performance SecurityBond The Contractor confirmsed to submit the Contract Performance SecurityBond and Advance Payment SecurityBond in accordance withto requirements specified in the Bidding DocumentITB The Contractor is to submit a Contract Performance Security Contract Performance Bond from a reputable bank accepted by the Employer The Contractor is to submit the Contract Performance Security Contract Performance Bond and Advance Payment Bond to the Employer before signing the Contract Progress payment for completed work quantities The value of each instalment progress payment shall beis at least VND 5billion in minimum, interval of payment instalmentevery progress payment is one month as specified in the Bidding DocumentsITB Insurance The Contractor is the party who is responsible for buying insurance for the package and other insurances specified in the Bidding DocumentsITB and regulated in other current regulations The Contractor is responsible for buying insurance within the project’s overall insurance plan, ensuring risk management for the whole project The insurance will be carried out by the an Insurer operating legally coming from eligible countries and under legal operation in Vietnam, being in ADB’s list of eligible countriesto requirements of the Donor and being approved by the Employer The Employer shall set up the master insurance program for the project ensuring the risk management for the project The Contractor is to comply the master insurance program for project set up by the Employer Trang 8/19 The Insurer for the project shall haves: (i) full legal capacity according to the Law on Insurance Business (ii) full experience and capability to serve the insurance need of the project and implemented insurance contract for infrastructure project of equivalent scale and standards in Vietnam (iii) insurance terms and conditions satisfying the risks of the project, and (iv) the st re- Insurer should be ranked A according to International oOrganization’s aAssessment The Insurer is to provide a list and information of st re-Insurer and other reInsurers participating in the insurance for the package Within 28 days fromsince date of the notice of commencement for the package, if the Contractor will havehas nott completed buying insurance for the package, the Employer shall select insurers and shall not pay the amount for insurance to the Contractor 10 Defect liability periodRetention amount The retention for Defect liability period shall be the work shall be deducted 3% from every progress each payment instalment as stated in the Bidding Documents.ITB 11 As-built Documents and payment documents The contractor confirms to take its full responsibility for completing the as-built procedures as soon as one item is finished and be in accordance with the existing regulations 12 Remittance charges Remittance charges from ADB to the contractor’s account are subjected to the shall be incurred by the Contractor 13 Indemnity due to Progress delay In the case of Progress delay, thThe Employer and the Engineer will review the causes of delays and deal with it in accordanceing withto relevant conditionsprovision on bonus and penalty of in Contract IIIIV / Amendment and Addition of Particular Conditions of Contract During the negotiation of the Contract, in consideration of the parties’ rights and interests, the Employer and the Contractor unanimously agree to amend and add a number ofcertain particular conditions of contract During the implementation of the Contract, the following amended particular conditions shall prevail over those in the bidding documents 2.2 Permits, Licenses or Approvals Replace the contents in particular condtions (subclause 2.2) with the following new paragraph: The Contractor including his appointed agent shall be responsible for obtaining and completion of custom clearance with the Custom Office for the Contractor's Equipment, materials and other things required for the Works, and for obtaining of the Government's consent to and for completion of the re-export of the Contractor's Equipment Trang 9/19 4.2 Performance Security Replace second paragraph in General Conditions (subclause 4.2) with the following new paragraph: The Contractor shall provide the name of the bank who shall issue the Performance Security for the Contractor to the Employer within 10 days from the date of receipt of the letter of acceptance for the Employer’s approval and shall deliver the Performance Security to the Employer within 28 days after receiving the letter of acceptance Performance Security shall be issued by an entity and from a country (or other jurisdiction) approved by the Employer, and shall be in the form annexed to the Particular COnditions or in other forms approved by the Employer 4.4 Subcontracting Add new paragraphs after the final paragraph of the particular conditions (subclause 4.4): The sub-contractor is experienced and competent in relevant works proposed to be subcontracted Following are some main requirements for consideration of capabilities of sub-contractors: (1) Main labours have sufficient experience in accordance with requirements and also they are not permitted to participate in other projects at the same time (2) Sub-contractor’s equipment shall be mobilised with sufficient quantity and quality to satisfy the demand of the subcontracted works (3) Sub-contractors must be competent in financial capability for carrying out sub-contracted works (4) Construction experience of the subcontractor in the previous projects must be in line with the scope and nature of the sub-contracted works (5) In case of necessity, the Employer may request subcontractors to furnish evidences to confirm its capability in labour, experience, equipement ownership right, auditted accounts and tax confirmation (6) If the Employer discover any Sub-contractor has been participating in other projects not ensuring the project progress and quality or there is any frauds in declaration of capabilities in items (1), (2), (3), (4) and (5) mentioned above, the Employer shall be entitled to suspense and replace sub-contractors The Contractor shall provide an original of the Sub-Contract to the Employer and the Engineer 4.8 Safety Procedure Replace and add contents of particular conditions (subclause 4.8): A Replace the paragraph (f) of particular conditions (subclause 4.8) as follows: (f) The contractor shall use explosives only when the nature of the work requires In such case, in addition to complying with the legal requirements on the purchase, transport, storage and handling of explosives, the Contractor shall, when using Trang 10/19 explosives: (i) post sufficient warning flagmen to the satisfaction of the Engineer, and (ii) maintain full liaison with and inform well in advance and obtain such permission as is required from all Government authorities, public bodies and private parties whatsoever concerned or affected by the usage of explosives, and (iii) take all reasonable steps to prevent damage to adjacent property The Contractor shall pay all license fees and charges of whatsoever kind relating to the use of explosives and shall be responsible to compensate all damages caused by its usage of explosives B Add a new paragraph in particular conditions (subclause 4.8) as follows: (g) The Contractor shall have detailed plan and method of flood and storm prevention approved by the Engineer for works, people and equipment which minimize loss and work quality as well 4.12 Unforeseeable Physical Conditions Add a new paragraph below the first paragraph of general conditions (subclause 4.12): Unfavourable hydrographical conditions are different and worse than the area hydrograpical survey data within sucessive 10 years before the Engineer approves construction measures of the Contractor 5.1 Definition of “nominated subcontractor” 6.5 Working Hours Replace sub-paragraph (b) of general conditions (subclause 5.1): whom the Engineer, under Clause 13 (Variations and Adjustments), instructs the Contractor to employ as a Subcontractor is subjected to Sub-Clause 5.2 [Objection to Notification] and The nomination is subject to approval of the Employer Add a new paragraph at the end of the particular conditions (Subclause 6.5): Time and cost adjustment for carrying out of supplemental supervision work shall be in accordance with Consultancy Contract for the Project 8.8 Suppension of Works Add a new paragraph at the end of the general conditions (Subclause 8.8): The Engineer shall notify the Employer prior to suspension of Works and in special cases, the Engineer shall consult the Employer of the Trang 11/19 suspension of Works 18.1 General Requirements for Insurances Delete the following paragraph of the particular conditions ( Sub-Clause 18.1): “Add new paragraphs after final paragraph of the Sub-Clause18.1 as follows: If and when such damage /or loss occurred, Employer shall have the full rights to participate in the entire process of investigation on the loss/damage and negotiation for payment base on agreed insurance policies and real level of damaged /loss” Amended Particular Provisions 2.2 Permits, Licenses Add new paragraph as follows: or Approvals The Contractor including his appointed agent shall be responsible for obtaining and completion of custom clearance with the Custom Office for the Contractor's Equipment, materials and other things required for the Works, and for obtaining of the Government's consent to and for completion of the re-export of the Contractor's Equipment 4.2 Performance Second paragraph shall be amended as follows: Security The Contractor shall provide the name of the bank who shall issue the Performance Security for the Contractor to the Employer within 10 days from the date of receipt of the letter of acceptance for the Employer’s approval and shall deliver the Performance Security to the Employer within 28 days after receiving the letter of acceptance Performance Security shall be issued by an entity and from a country (or other jurisdiction) approved by the Employer, and shall be in the form annexed to the Particular COnditions or in other forms approved by the Employer 4.4 Subcontracting Add new paragraphs after the final paragraph: In the event of approved subcontracting, the Contractor shall ensure that the total subcontracted amount shall be less than fifty percent (50%) of the total Contract Price, and that it is not allowed for the Subcontractors to further sub-let their subcontracts Except where otherwise provided by the Contract the Contractor shall not subcontract any part of the Works without the prior approval of the Employer and such approval if given shall not relieve the Contractor from any liability or obligation under the Contract, particularly in respect of the provision of superintendence in accordance with Sub-Clause 6.8[Contractor’s Superintendence] The Contractor shall be responsible for keeping a log including the following information Trang 12/19 of all Subcontractors engaged in the Works: (a) Name and address; (b) Date of subcontract; (c) Scope of work covered in the subcontract; (d) Commencement date of the work(s) subcontracted; (e) Completion date of the work(s) subcontracted; (f) Value of the subcontract; (g) Terms and conditions of payments; (h) Details of labor, temporary Subcontractor's equipment; and works and (i) Progress of the work(s) subcontracted The Contractor shall furnish a copy of the above log to the Engineer and the Employer on monthly basis” The Contractor shall, when seeking consent to subcontract part of the Works provide the Engineer with the following: (a) details of the value of the subcontract; (b) evidence to confirm that the proposed Subcontractor: (i) is experienced and competent in the relevant work proposed to be subcontracted; and (ii) is properly registered or licensed to undertake the work; and (c) such other information as the Engineer may reasonably require The sub-contractor shall be qualified to carry out the assigned works Following are some main requirements for consideration of capabilities of sub-contractors: (7) key personnel shall have experience as required at the same time they are not permitted to participate in other projects at the same time Trang 13/19 (8) Mobilised equipment are of sufficient quantity and quality to satisfy the demand of the subcontracted works (9) Sub-contractors are of sufficient financial capability for carrying out of sub-contracted works Construction experience of the subcontractor in the previous projects must be in compliance with the scope and nature of the sub-contracted works (10) In case of necessity, the Employer may request subcontractors to submit documents evidencing its capabilities on personnel, experience, equipement entitlement, auditted accounts and tax confirmation (11) If the Employer discover any Sub-contractor which fails to ensure the progress and quality of other projects implemented by such sub-contractor or there is any frauds in declaration of capabilities in items (i), (ii), (iii), (g) mentioned above, the Employer shall be entitled to suspense and replace sub-contractors (12) The contractor shall provide an original copy of the subcontractor contract to the Employer and the Supervision Consultant The Contractor shall not be permitted to replace any sub-contractor unless it can provide reasonable reasons and such reasons are accepted by the Employer and the Supervision Consultant 4.8 Safety Procedure Add sub paragraph (f) and (g) below the paragraph (e) as follows: (f) The contractor shall use explosives only when the nature of the work requires In such case, in addition to complying with the legal requirements on the purchase, transport, storage and handling of explosives, the Contractor shall, when using explosives: (iv) post sufficient warning flagmen satisfaction of the Engineer, and to the Trang 14/19 (v) maintain full liaison with and inform well in advance and obtain such permission as is required from all Government authorities, public bodies and private parties whatsoever concerned or affected by the usage of explosives, and (vi) take all reasonable steps to prevent damage to adjacent property The Contractor shall pay all license fees and charges of whatsoever kind relating to the use of explosives and shall be responsible to compensate all damages caused by its usage of explosives (g) The Contractor shall have detailed plan and measures for flood and storm prevention and fighting for works, people and equipment to ensure the safety thereof and shall be initiative upon occurance of natural disasters in order to minimise damages as well as impacts on the project quality 4.12 Unforeseeable Add new paragraphs below the first paragraph: Physical Conditions Unfavourable hydrographical conditions are conditions which are more unfavourable as compared to hydrograpical survey data of an area within preceding 10 years right before the Consulant approves for construction measures of the Contractor Add new paragraphs below the final paragraph: The Contractor shall, within fourteen (14) days of becoming aware of the obstruction or condition, give notice thereof to the Engineer, with a copy to the Employer, together with details of: (a) the physical conditions encountered and in what respects they differ materially from those which a competent and experienced contractor should reasonably have expected if he had done those things which the Contractor is deemed to have done under the Contract; (b) the additional work and additional resources which the Contractor estimates to be necessary to deal with the physical conditions; Trang 15/19 (c) the duration which is anticipated to be required by the Contractor to deal with the physical conditions and the expected delay in achieving completion of the Works; and (d) the Contractor's estimate of the cost of necessary measures to deal with the physical conditions 5.1 Definition of To amend sub-paragraph (b): “nominated subwhom the Engineer, under Clause 13 (Variations and contractor” Adjustments), instructs the Contractor to employ as a Subcontractor subject to Sub-Clause 5.2 [Objection to Notification] and approval of the Employer 5.2 Objection nomination to Add a new paragraph at the end of the Clause: Such objection shall be subject to the Employer’s consideration and approval 6.5 Working Hours Add new final paragraphs: The Contractor is at liberty to propose the carrying out of works during the night and on locally recognised days off rest and the Engineer will not withhold permission provided that he is satisfied with the Contractor's arrangements for compliance with Clause 4.18 of these Conditions and other relevant requirements of the Contract Documents All work at night shall be carried out without unreasonable noise and disturbance The Contractor shall indemnify the Employer from and against any liability for damages on account of noise or other disturbance created while or in carrying out the work and from and against all claims, demands, proceedings, costs, charges and expenses whatsoever in regard or in relation to such liability If the Engineer gives permission for working at night, day of rest, or official holiday under the conditions prescribed above then the Contractor shall be liable for all related additional supervision costs incurred by the Employer or the Engineer Time and expenses for carrying out of supplemental supervision shall be in accordance with Supervision Consultancy Contract for the Project 8.8 Suppension of Add new final paragraph at the end of the Clause: Trang 16/19 Works Prior to suspension of Works, the Consultant shall notify the Employer and in special cases, the Consultant shall consult the Employer of the suspension of Works IV, OTHER ISSUES 1.Relevant Documents The following documents are of part and parcel of Contract and shall be applied in the following priority order: a, contract agreement; b Minute of contract negotiation signed on …… 2009 c Relevant documents issued by Ministry of Transport and ADB on approval of Bid Evaluation results for Package A1- Noi Bai- Lao Cai highway Construction Project d Letter of Acceptance dated …………2008 e Appendice in Bidding Documents f Particular Conditions of Contract (Volume – Bidding Document); g General Conditions of Contract (Volume – Bidding Document) h Technical specificationh General Specifications - Section ( Volume 2- Bidding Document) l General Specifications- Section – Section 11( Volume 2- Bidding Document) ki Drawings ( Volume IV, V, VI- Bidding Document)and all other parts of the Bidding Documents ;k Contractor’s bidding documents and other clarification documents m Relevant Documents submitted by Applicants in PQ Applications; nl Other Documents and materials related to this Package Contract languages: English and, Vietnamese English version shall prevail 3.Contract requirements: Trang 17/19 The Bidder is responsible for collecting all contract documents provided by the Employer and will bind as follows: making copies of contract with the following requirements: + Number of English version: 15 setones + nNumber of Vietnamese version: 15 setones Settlement of Dispute In the case of dispute, two parties agree to deal with as follows: - Arbitration Body: International Court of Arbitration attached to the International Chamber of Comerce (ICC) - Number of Arbitrators: members Representative of Contractor Representative of the Employer Name: Park, Yong Soo Name: Tran Xuan Sanh Name: Name: Title: Project Director Title: General Director Trang 18/19 Name: Nam, Il Kwon Title: Deputy General Manager Representative of the Employer Representative of Contractor Trang 19/19