Contract for construction

Hợp đồng thi công xây dựng bằng Tiếng Anh Contract for construction Hợp đồng thi công xây dựng bằng Tiếng Anh Contract for construction Hợp đồng thi công xây dựng bằng Tiếng Anh Contract for construction Hợp đồng thi công xây dựng bằng Tiếng Anh Contract for construction

CoNrnacr rOn CoxsTRUcTIoN BETwEEN SHrnazr TRADTNG Corrlplxy (p\"r) LrMrrED (As CoNsrRUcnoN CoNrnecron) AND ATLAS POWER LIMITED (As OWNER) Tanr.,r OFCONTENTS t. 2. 3. 4. ). 6. 7 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 2A 21. ,) 23. 21. 25. DEnNtrtows S co pn O r CoNTRAcr RESpo NSTBTLITTES oF O wNE R PLANT, MATERTALS Arvo lltonKueNsntp, 35 CoNrnc.crPRrcnAND pAyMENr. 37 Coaar,NcnarNr DATE, DELAY 3g Cn.anen Onnnns 43 Tnsrs oN Coaptnnou 46 T,qruNe Own I1 No n cns .etn Co MMaN rcAn o N L runrert oN o p LaBr Lrry D ts p arn Rnso tarroN PRopRrETAR,lxn Conpn rnn tr. I u roIWArIon IUI IS cE LLAN E U U S fRO yIS I O NS 69 70 71 72 4, .\ ., Scnnnur,rs SCHEDULENUMBER DETAILS SCEEDULE 1 TECHNTCAL SpEcrFrcATroNS on Fecrltry SCHEDULE2 TECHNTCAL SpEcTFIcATIoNS SCHEDULE3 PROJECT SCHEDULE SCHEDULE4 SITE DETAILS SCHEDI'LE 5 MTNMUM SAFETY REQUn.EMENTS SCEEDULE6 FoRu on lNtrnlu PayvrNt CERTTFTcATE SCHEDULET PPA RILEVANT PRoVISIoNS SCHEDULE8 FORM OF DOWN PAYT,{ENT BOND SCHEDULE 9 FORM oF PRoGRESS REPoRTS SCEEDULE 10 MECHANTCAT Corrlpr-erroN CsEcKLrsr SCEEDULE 11 FORM0F NoTIcE To CoMMENCE SCHEDULE 12 FORM oF CoNfRAcT CoMPLETIoN CERTLEICATE SCHEDULE 13 Fonu on Mrcne.Nrcer CouprETroN CERTTFTcATE ScHEDULE 14 QuALrry AssuRANcE I QuALrry CoNrRoL SCHEDULE 15 PenronvnNce GUAR NTEE LEVELS SCEE,DULE 16 PERMTTS AND CoNSENTS rnoN,t RsLevAI.rr GOVERNMEI ITAL ATJTHORITIES SC|{NDTJLE 17 LIsr oF APpRoveo SuscoNrRAcroRS TEcril'uc^L SruDrEs SCAEDULU 18 SCHEDI'LE 19 (" PRE-coMMISSING AND CoMMISsIoNING SCHEDULENUMBER DETAILS SCEEDULE 20 PERFoRMANCE Tesr(s) SCHEDULE 21 PERFORMANCE TEST CoMpLETToN Cpnrrrcnte SCEEDULE 22 TAKTNG OVERCRITERIA SCEEDULE23 FORM OF TAKING OVERCERTIFTCATE SCEEDULE24 FORM oF AcruAL PRoJEcr AccEPTANcE CERTIFICATE fi SCEEDULE 25 SCHEDULE oF PAYMENTS This CoNTRACT FoR CoNsrRUcrIoN (the Contract) is made and entered into as of this l4th day ofOctober,2007 by and between: snrnc'zr TRADING Conrp,lNv (PRrvATE) Lrlrrrrl, a company duly organized and existing under the laws of Pakistan, with office located at gft Floor, Adirnjee House, L I. chundrigai Road, Karachi, Pakistan (the Construction Contractor); and ATLAS PowER LIMITED, a company duly organized and existing under the laws of pakistan with office located at 2nd Floor, Federation House, Sharae Firdoirsi, clifton, Karachi 75600, Pakistan (the Owner); (the Construction Contractor and the Owner are hereinafter jointly referred to as the parties or singularly as Party). REcITALS CoNrR,tcT FoR CoNsrRuCTIoN WHEREAS, the owner desires to build, own & operate a heavy fuel oil-fired diesel engine generating power facility. WHEREAS, the owner desires that the works should be constructed and executed bv an experienced and competent contractor. WHEREAS, the Constructior -contractor represents that it possesses the requisite :*p"rt5:, professional qualification, skills, personnel, experience, technicai and financial resources to construct and execute the works in accordance with the terms and conditions specified in this Contract. WHEREAS, the owner wishes to have the construction contractor construct, install, erect, commission, test and complete for the owner a heavy fuel oil-firei diesel engine generating power facility, with a total capacity of 2l3.OO MW lnet). WHEREAS, owner wishes to conclude an agreement with the constructron contractor tbr the construction, installation, et""tion, testing and commissioning of the afore-mentioned Facility and other services related theteti, as provided for in this Contract. (a) (b) (c) (e) (d) (D WHEREAs, the Parties desire to set forth the terms and Construction Contractor will provide anrJ the Owner will serviccs, conditions under which pay for such works and Now, THEREFORE, in consideration of the mutual covenants hetein contained, and sufficiency of which is hereby acknowledged, intending to be legally bound. hereto agree as follows: the receipt the Partics 1. DEFINITIoNS capitalized terms used in this contract, including the recital hereto, without other definition shall have the meanings specified hereunder, unless the context requlres otherwise. Actual Project Acceptance shall bear the meaning ascribed thereto in Section I l.g. Actual Project Acceptance certificate shall mean the certiticate issued by the owner's Representative under section ll.8 of this contract, in the form set fort in Schedule 24 (Form ofActual Project Acceptance Certificate). Actual Project Acceptance Date shall bear the meaning ascribed thereto in Section 1 1.8 Afliliate shall mean a Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common contol with, another Person. A Person "controls" any Person in which it has the power to vote, directly or indirec-tly, or holds five percent (5%) of the voting interest in such person or, in the case of a partnership, if it is a general partner. Applicable Laws shall mean all laws, treaties, ordinances, rules, regulations and orders having force of law, and any authoritative interpretation ofsuch iaws, treaties, ordinances, rules, regulations and orders issued by a competent court, arbitral tribunal or other govemmental agency that directly or indirectly apply to the Facility or any supply, service or work thereof valid on the Effectjve Date. Applicable Permits shall mean all authorizations, consents, decrees, permits, waivers, privileges or approvals required to be obtained or maintained 1lj by ttre Construction Contactor in connection with Construction Contractor's oblilations to be performed hereunder and (ii) for the provision of electricity to the Interclnnection Point or the operation of the work, as may be in effect from time to time. Approved Design shall bear the meaning ascribed thereto in the supply contract. Business Day(s) shall mcan business day(s) in the Country. Change in Law shall mean: (") 4: adoption, promulgation, repeal, moditication or reinterpretation after the Effeetive Date by any pubhc sector Fntity of any Applicable Law of the country (including a final, binding and non-appealable dicision of any public Sector.bntrty); or (b) the imposition by a Relevant Authority of any material term or condition rn connection with the issuance, renewa'|. extension, replacement or mo<lification of any consent and Governmental Authorization after the Effective Date: or (c) the imposition by a Relevant Authority of any additional Consent, that in the case of each of the above clauses establishes a change in either cost or revenue as a consequence of any requirement for the construction of the Faciliw tirat is materially more restrictive than the most restrictive requirements (i) in effect as of the Effective Darc, (ii) specified in any applications, or other documents filed in connection with such applications, for any consent filed by any party on or before the Taking over Date, and (iii) agreed to by any parfy in any agreement in the project Documents. change order shall mean a written order to construction contractor pursuant to section l0 hereof authoizing an addition, deletion or revision in the work, any change in the contract Price, andl/or any adjustment of the Scheduled rakinq over Date. commencement Date shall bear the meaning ascribed thereto in section 9. commissioning Tests shall bear the meaning ascribed thereto in section 11.6 completion cost shall bear the meaning ascribed thereto in Section 15.2.5.1. confidential rnformation shall bear the meaning ascribed thereto in Section 24. I consent shall mean all approvals, consents, authorisations, notifications. concessions, acknowledgements, licences (including the Generation License), permits, decisions or similar items which is or are issued by a Relevant Authority and whigh the owner or any of its contractors is required to obtain from any Relevant Authorify. construction contractor shall bear the meaning ascribed thereto in the Recitals. construction contractor's Documents shall mean all project Documents, which pertain to the Works hereunder. construction contractor's Equipment shan. mean all machinery, apparahrs and other - things - required for the execution and completion of the works and the remedying of any Defects or Deficiencies, but does not include plant, Materials, or other things intended to form or forming part ofthe project. construction Documents shall mean all drawings, calculation, computer software (programs), samples, patterus, operation and maintenan." -on*I., ancl othe.r manuals and information of a similar nature, relating to works, to be submitted by the Owner to the Construction Contractor as required by the Specifications. Contract shall inean this constnrction contract, including all Schedules attached hercto and such fufi5s1 docurnents as may be expressly incorporated in thc conract with thc cr)lsenl. rrl'lhe Parties, including an1, C,hange Orders. contract completion certificate shall mean the certificate issued by the owner's Representative under section 14.10, in the form set fort in schedule'12 (Form of Contract Completion Ccrtificate). n contract Period shall mean the period commencing from the date of receipt ottnelf Down Pa)rment and ending upon the complete performance "r trr" ."rpe.ti".r(, obligations of each of the Parties under the Contract -rr.: /W -: I contract Price shall mean the amount payable to the construction contractor set forth in section 8 and as adjusted pursuant to the terms of any change order, if applicable. contractorrs Representative shall bear the meaning ascribed thereto in Section 4.7. Cost shall mean expenditures properly incurred (or to be incurred) by the construction contractor, whether on or off the Site, including overheads, inru.un". and similar charges also including profit. country shall mean the Islamic Republic of pakistan, being the counky in which the Site is located. Dangerous substance shall mean any natural or artifi.cial substance (whether in the form of solid, liquid or gas, arone oi in combination with each other or any other substance) or ndiation capabre of causing harm to man or any other riving organrsm, or capable of damaging the environment or public health or welfare, incluiinjbut not limited to, controlled, special, hazardous, toxic or dangerous waste, and ,"li"th", o. not subject to regulation, licensing or permitting undei any environmental law, any Applicable Law or otherwise. Defects or Deficiencies shail mean, unless otherwise specifically stated and without limitation, any Plant, Materials, works or supplies which faii to conform to the Specifications or the warranties given hereunier or are of improper or inferior workrnanship as described herein. Disclosing Party shall bear the meaning ascribed thereto rn Section 24.1. Down Payment shall bear the meaning ascribed thereto in Section g.3.2. Down Payment Bond shall bear the meaning ascribed thereto in Secfion 4.2. r, which shall be in the form set forth in Schedure g (Form of Down payment Bond). Down Payment Bond Expiry Date shall bear the meaning ascribed thereto in Section 4.2.2. Effective Date shall mean the date on which this contract shall be duly signed by both Parties. Engineer shall mean the firm ofengineering consultants to be appointed and hired by the orvne'r v''ith the approval of the power p:urohaser for the purpose of observing the consttuctiott rrf lle Fxr-riti1y, the Cornmissioning Tests and the pcrtbrmancc Tcsts and certifuing to thc P.wer purchaser and to the oinc, ttrc results or the sanrc. Facility shall mcan tlic elcctricity gcnerating facility, as described in the Specilications to be constructed on Ownei's Site ii the Cormtrv. Final ErA Report shar bear the meanings ascribed thereto in Secfion 4.12.3. Force Majeure shall bear the meaning ascribed thereto in Section 19. tr'orce Majeure Event shall bear the meaning ascribed thereto in section. 19. :.1 I Fuel supplier shall mean pakistan State oil company Limited, a company incorporated under the laws of Pakistan with its registered offrce located at pso House, Khayaban-e-Iqbal, Clifton, Karachi. Fuel Supply Agreement shall mean the agreement so entitled entered into between the Fuel Supplier and the owner dated 5th october 2007 for the provision of fuel for purposes of testing commissioning and operating the Facility. Governmental Authorities shall mean any provincial, local or national agency, authoity, departments, inspectorate, ministry, official court, tribunal, or public or statutory (whether autonomous or not) which has jurisdiction over the Parties or all or any aspect ofthe subject matter ofthe project. Governmental Authorization(s) and/or Governmental Approval(s) shall mean all permits, licences, authorizations, consents, decrees, waivers, privileges, approvals, authorizations or exemptions from, and all filings with, and notices- io, uny Govemmental Authority required in order for the Facility to be engineered, procured, constructed and operated lawfully. Grid shall mean the electrical grid of the power purchaser. GOP shall mean the Government of Islamic Republic of pakistan. Hazardous Materials shall mean any toxic or hazardous substance or waste legulated by Applicable Laws in the country or stated as hazardous by the Governmental Authorities. rmplementation Agreement shall mean means the agreement so entitled entered into between the government ofthe country and the ownir dated lgs September 2007. rnterconnection Point shall bear the meaning ascribed thereto in schedule 7 (ppA Relevant Provisions). Interim Payment certificate shall bear the meaning ascribed thereto in Section 8.3.3' in the form set forth in schedule 6 (Form of IntJrim payment certificate). Lapse of consent shall mean any consent (a) ceasing to remain in full force and 9ffe91 a1$ not being renewed or replaced *iitrin tfre dme period prescribed by the Applicable Laws of the counrry or (b) (other than a Specified consent) not being issued upon application having bccn properly and.tinrery n.radc and diligently lur1ryd, or _(c) being made subject, up.rn reniwal or otherwise, to any tenns or conditions that materially and adversery affect a party's ability to perform its oblig,ations undcr any d.cumcnt i'cluded withiu thc projcct Documents, in each of the obolc instanccs despite such p'rty's compliance witir the applicable procerJural yd 9ub9!ntiv9 requiremcnts as appried in a''1ron-discriminatory" (as explained in Scction 12.1 of the hnplementad<m Agreement)rnu)ner. I il Latent Defect shall mean any defect in any piece of the works which did .rot or /- could not have become apparent upon a diligeni and careful examination or testine i" ll t the Owner. 'it- /N Latent Defects Notification period sharl mean in respect of any piece of works, the p,eriod commencing on the date of expiry of the warranty peiioa ror any piece of works and continuing untit the date wirich is 24 months thereafter, as may be extended under Section 14. I3. Lender(s) shall mean the financial institutions extending financing to the owner in relation to the financing. (including any refinancing) of the froJect (or any pan thereof), together with their respectiv" ,u " o and assigns Lenders' Representative shal mean any person engaged by any Irnder in connection with the transactions contemplated hereby whosJ duties may include: (a) confirmation of the satisfactory compietion of the performance Tests and the occurrence of Performance Tests; and (b) confirmation of the information contained in each of the Progress Reports and any Interim payment Certificate. Lube oil consumption shall bear the meaning ascribed to the term in schedure 15 @erformance Guarantee Levels). 1^"8 oit consumption Test shall bear the meaning ascribed to the term in schedule 20 (Performance Test(s)). Major Equipnent shalr mean the portion of the works (if any) defined in the Specifications as major equipment. Materials shall mean things of all kinds (other than plant) to be provided and incorporated in the works by the construction contractor or in the project by the construction contractor, including the suppry-onry items (if any), whici are to be supplied by the construction contractor as-specrfiei in the contract. Mechanical Completion shall mean the date when: (a) construction contractor has complied with all provisions of the construction lontract relating to the installation of all necessary components and systems for the Works (except completion of items listed in thi tunctr tisq; (b) works are mechanicalry and erectrically sound and free from Defects or Deficiencies, except for those items that have been listed in the punch List: (c) Construction Construction Complction; Contractor has completed all requirements set forth in this Contract and identificd to be a requirement for Mechanical (d) works carr [rs opsraled in compriancc with all Appricable Laws, Applicablc fe11ts a1d trrc rcquirements of the ppA Relevant provisions as set out under Schedule 7 (PPA Relevant provisions); (e) all Ma3or' .bqurpment has been individually tested, checked out and declared leady to be started up and the results of such testing have been derivered to Ownerl and (0 Pre-commissioning has been completed and the Construction prepared to commence Start_Up. ContractoS , is \r! \\ .,j I b [...]... being requiredfor the properperformance the Work as if performanceof suchwork were of expressly mentioned the Contract in 4.21.3 Construction Contractorshall be solelyand fully responsible all acts,deeds for and omissions its representatives, of employees, Subcontractors, vendors,suppliers and other persormel engagedby the Construction Contractor for the performanceof Work 4-21-4 ConsttucfionContractorshall... the Derformance of the Works; (g) personnelprotection equipment for construction contractor's personnel and Owner'spersonnel; and ft) first aid facilities for construction contractor's personnel and owner's personnel Should- the Owner request that Consfuction Contractor provide safeguards reasonablyrequired for the protection of personsor property as required uy ttris Section shouldconstructioncontractorfail... Works, for the achievement of the PerformanceGuaranteeLevels, to which the Construction Contractor doesnot agree, after the Approved Design of the Works has been agreed to and finalized between the Owner, the Construction Contractor and the Lenders 5.2 CONSTRUCTIoNDOCUMENTS 5.2.1 The Owner shall provide the ConstructionDocuments to the Construction Contractor upon receipt of the sameby the Supply Contractor... comptetej latest by 1,, May 2008 The Consftuction contractor shall (as between the parties) be responsible for the repair of access routes damaged by construction contractor or his subcontractors The construction contractor shal provide any signs or directions, / which he may consider necessary the guidance of his staff, tauorir I for ana others The T construction contractor shalr, the co-operation of the... this Contract. The Construction Contractoracknowledges Owner'srelianceupon the expertiseof Construction the Contractoras set forth in this Section 4.1.2 The works as completed by the construction contractor shall be wholly in accordance with the Contractand generallyrecognizedprofessional and industry (including PrudentUtility Practices standards and PrudentElectrical Practices) as definedin the Contractand... non-performance the construction contractor due to reasons by within constructioncontractor's control (the Down payment Bond) The Down PaymentBond shall come force upon the constructi,on contractoi'sreceiptof -into the Down Payment,as notified by the construction contractor to the bank issuing the Down Paynent Bond, with a copy of the sameprovided to the owner The parties herebyagreethat it shall be the construction. .. involve requestsfor extension to the Time for completion or adjustmentto any other date or milestone set forth in this contract or increase in the contract price including change Orders: actualproject siruatton,descriptions progress,including each stage of of procurement' manufacture, testing,commissioningconstructionand delivery; surveyol 'construction contractor's personneland construction contractor's... on charts showing the stafus of construction Documents,purchaseorders and manufacture; and any supporting information and documentaryevidence in respect of any requests owner's consentfor extensionto the Time for completion or for adjustment any other dateor milestoneset forth in this contract or incre to ase in the Contract price 4.5 OTHERREPoRTS 4.5.1 The Construction Contractor shall after sixty (60)... directing the preparatron ': of the ConstructionDocumentsand the executionof the Works 4.7.3 T'be contractor'sRepresentati will be the ovr.ner,s ve pimary point of contact with ConstructionContractorin relation to performance tire Work under this Contract of 4'7'4 The Construction Contractor fully andsolelyresponsible the Ownerfor anyact, is to omissionor elTor of the Contractor's Representative if they... advisory mattersspecified in the contract to be carried out by the Constructiln Contractor, provided however,the Construction Contractor'sRepresentative has no authority to or modi} the provisions of the Contract unlJss the Construction Contractor -amcn{ has given written notice to the owner of the contractor's Representutiu, authority Exceptas otherwise statedin the Contract, the Contractort n"pr.r""Ltiu" . Owner and the Construction Contractor. Party shall mean the Owner or the Construction Contractor. as the case mav be. Performance Guarantee(s) sharl mean construction contractor's. required for any paft of the worL and required to be obtained by the construction contractor for construction of plant, supply of Materials and the delivery of construction contractor's. Consftuction contractor shall (as between the parties) be responsible for the repair of access routes damaged by construction contractor or his subcontractors. The construction contractor