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0% found this document useful (0 votes)
70 views211 pagesVOLUME 2 - Particular Conditions
fidic yellow book
Uploaded by
midwitsolutions73Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF or read online on Scribd
Index
Contract Documents
24 Section 2.1. Particular Conditions
22 Section 2.1.1. Pro-forma Performance Bond ~ Demand Guarantee
23 Section 2.1.2 Pro-forma ASGI-SA Performance Bond ~ Demand Guarantee
24 Section 2.1.3A Pro-forma Retention Money Bond — Demand Guarantee
25 Section 2.1.3 Pro-forma Parent Company Guarantee
26 Section 2.1.4 Variation Pricing Methodology
27 Section 2.2.1 Appendix to Tender
28 Section 2.2.2 Section Description and Time for Completion Schedule
29 Section 2.2.3 Stated Time Schedule
2.40 Section 2.2.4 Delay Damages Schedule
2a Section 2.2.8 Key Dates Schedule
242 Section 2.2.6 Key Dates Penalty Schedule (NOT USED)
2.43 Section 2.2.7 Additional or Spare Plant Option Schedule (NOT USED)
244 Section 2.2.8 Low Performance Damages Schedule
2.18 Section 2.2.9 Contractors ASGI-SA & CSDP Obligation Schedule
aaaee Section 2.2.10 Eskom’s Black Economic Empowerment Policy for Section2,2,10
Suppliers (ESKADAAT6 REV 45)
247 Section 2.2.11 Spare Parts Option Schedule (NOT USED)
2.18 Section 2.2.12 Insurance Schedule
2.49 Section 2.2.13 Contract Condition Qualification Schedule (NOT USED) Eskom Holdings Limited
usta Power Stator: FCO
(Contract Ref: 4600011735
@€skom
Enterprises
KUSILE POWER STATION
PARTICULAR CONDITIONS SECTION 2.1
Conditions of Contract
The Conditions of Contract are the Fédération Intemationale des Ingénieurs-Consells (FIDIC)
Conditions of Contract for Plant and Design-Build, First Edition, 1999 (Yellow Book)
(hereinafter “the General Conditions”) as amended and amplified in the Particular Conditions
below.
Amendments to the General Conditions of Contract wording are reflected as follows:
+ deletions are reflected in strike out, and
insertions are reflected in italics.
Clause ‘Amendment
1 General Conditions
1
Definitions
144
‘The Contract
Sub-Clause [Link] “Letter of Acceptanco" Insert the following
at the end of this Sub-C'ause: "Once executed by the Parties,
the Contract Agreement shall, unless olhervise stated therein,
‘supersede the Letter of Acceptance; accordingly, from the date
the Contract Agreement is executed by the Parties, the
expression “Letter of Acceplance" means the Contract
Agreement.”
Sub-Clause [Link] “Schedules” ~ Amend this definition as
follows: “Schedules” means the document(s) entiled
schedules, completed-by-the-Contractor and submitted. withthe
Lelterof Fender agreed belween the Parties, as included in the
Contract. Such document may include data, lists and schedules
of payment andlor prices.” Clause
112
Parties and Persons
143
Dates, Tests, Periods
and Completion
Eskom Holdings Limited
sie Power Staion: FO
Contract Ret 4600011735
‘Amendment
Sub-Clause [Link] “Contractor's Proposal” ~ Amend this
definition as follows: Contractor's Proposal” means the
document entitled proposal (if any), which the Contractor
submitted with the Letter of Tender, as included in the Contract.
Such document may include the Contractor's preliminary
design.”
Sub-Clause [Link] “Tender” — Amend this definition as
follows: “Tender” means the Letter of Tender and all other
documents which the Contractor submitted with the Letter of
‘Tender and any agreed additions or modifications thereto, 2s
included in the Contract.”
Sub-Clause [Link] “Contractor” — Amend this definition as
follows: “Contractor” means the person(s) named as
coniractor in the Letterof Ten
Letter of Acceptance and the legal successors in ttle to this
person(s).”
Sub-Clause [Link] “Contractor’s Personnel” — Amend this
definition as follows: “Contractor's Personnel” means the
Contractor's Representative and all personnel whom the
Contractor utilises on the Project Site (and other places, if any,
as may be specified under the Contract as forming part of the
Site), who may include..."
‘Sub-Clause [Link] “Guarantor” ~ Insert the following new
definition: “Guarantor” means the ently referred fo as such in
the Appendix to Tender or another entity acceptable to the
Employer.”
Sub-Clause [Link] “Base Date”
follows: "Base Date"
date-for- submission-of the Fender means 30th June 2009
Amend this definition as
Sub-Clause [Link] “Commencement Date” - Amend this
definition as follows: “Commencement Dato" means the date
provided for or notified, as applicable, under Sub-Clause 8.1
[Commencement of Works)"
Sub-Clause [Link] “Defects Nofification Period” - Amend
this definition as follows: “Defects Notification Period” means Clause
114
Money and Payments.
415
Works and Goods
118
Other Definitions
Eskom Holdings Limited
usile Power Staion: FGD
Contract Re: 4600011735,
‘Amendment
the period for notifying defects in the Works or
Seotion...calculated (unless otherwise stated in the Appendix to
Tendor) from the date...”
Sub-Clause [Link] “Performance Certificate” — Amend this
efiniion as follows: “Performance Certificate” means, in
respect of each Section, the applicable certificate Issued under
‘Sub-Clause 11.9 [Performance Certificate for each Section)”
‘Sub-Clause [Link] “Cost” — Amend this definition as follows:
“Cost’ means all expenditure reasonably incurred (or to be
incurred) by the Contractor, whether on or off the Project Site,
including overhead and similar charges, but does not include
profit. I the Contractor constitutes a joint vonture, consortium or
‘other unincorporated grouping of two or more persons (as
contemplated in Sub-Clause 1.14 [Joint and Several Liabilfy),
‘such expenditure or similar charges (other than overhead) shail
be the lower of that reasonably incurred by the joint venture,
consortium or other unincorporated grouping or that reasonably
incurred by its individual members, as the case may be. Whilst
overhead recovery will be permitied at both levels, no
Guplicated mark-up (whether for overhead, profit or otherwise)
shall be allowed.”
Sub-Clause [Link] “Final Payment Certificate” ~ Amend this
definition as follows: “Final Payment Certificate” means in
respect of each Section, the payment certificate Issued under
Sub-Clause 14.13 [Issue of Final Payment Certificate)”
Sub-Clause [Link] “Final Statement” — Amend this definition
as follows: "Final Statement” means the statement for each
Section defined in Sub-Clause 14.11 [Application for Final
Payment Certifcate}.”
Sub-Clause [Link] “Temporary Works" — Amend this
definition as follows: “Temporary Works” means all temporary
works of every kind (other than Contractor's Equipment)
required on the Project Site (and other places, if any, as may be
‘specified under the Contract as forming part of the Site) for the Eskom Holdings Limited
Kusle Power Slaton: FGD
Contact Ref: 4600011795
Clause Amendment
Sub-Clause [Link] “Country” — Delete this definition and
replace it with the following: “Country” means the Republic of
South Africa.”
Sub-Clause [Link] “Employer's Equipment” — Amend this
definition as follows: “Employer's Equipment” means the
‘apparatus, machinery and vehicles (if any) made available by
the Employer for the use of the Contractor in the execution of
the Works, as stated in the SpacifcationEmpioyer's
‘Requirements; but does not include Plant which hae not been
taken over by the Employer.
‘Sub-Clause [Link] “Laws” ~ Amend this definition as follows
“Laws” means all national (er-state} and provincial legislation,
statutes, ordinances and other laws (including for the avoidance
of doubt, the common law), and regulations and by-iaws of any
legally constituted public authority.”
‘Sub-Clause [Link] “Performance Security" - Delete this
efinition and replace it with the following: “Performance
Security” has the meaning given to it under Sub-Clause 4.2
[Performance Security and Parent Company Guarantee),”
Sub-Clause [Link] “Site” - Amend this definition as follows:
“Site” means the places af the Project Site where the
Permanent Works..."
Sub-Clause [Link] “Unforeseeable” - Amend this definition as
follows: “Unforeseeable’ means not reasonably foreseeable
by an experienced contractor by the Contract Datedale—for
submission ofthe Fender”
17
Additional Definitions
Insert the following new marginal heading: “Additional
Definitions”
Sub Clause [Link] “Additional or Spare Plant Schedule”
Insert the following new definition: “Additional or Spare Plant
Schedule” means the document so named (if any) which is
Included in the Schedules, which sets out the terms of the
option for additional and/or spare Plent as provided for in Sub-
Clause 22 [Option for Additional and Spare Plant.”
Sub-Clause [Link] “Affiliate” - Insert the following new
definition: “Affiliate” moans any other entity that directly or
indirectly through one or more intermediaries, controls or is
controled by, or is under the common control with the Party jn
question. For the purpose hereof ‘conirof" means the beneficial
ownership of the majority in number ofthe issued equity of any
tie
“7 6) Clause
Eskom Holdings Limited
use Power Slaton: FGD
Contract Ref: 4600011735,
Amendment
entity (or the whote or majonty of the entity’s assets), and/or the
right or ability to direct or otherwise control the entity or the
votes attaching to the majorily of the entity's issued share
capital and “controlled” or ‘under common contro!" shall have
similar meaning.”
‘Sub-Clause [Link] “Kusile Power Station”. Insert the
following new definition: ““Kusile Power Station’ moans anew
6 unit coal fred power generation plant to be constructed at the
Project Site, 2s more fully described in the Employer's
Requirements.”
‘Sub-Clause [Link]-"Contract Date” - Insert the following new
definition: “Contract Date" means the dato on which the
Contractor receives the Lotter of Acceptance. If there is no
‘such letter of acceptance, the Contract Date means, unless
otherwise provided for therein, the date on which the Contract
‘Agreement is signed by the Party last signing it”
Sub-Clause [Link] “Contractor's Nominated Account” -
Insert the following new definition: “*Contractor's Nominated
Account’ means the bank accouni{s) designated by the
Contractor and referred fo as such in the Appendix to Tender
for Local Currency and Foreign Currency (as applicable), as
amended by the Contractor from time to time as required by
and in accordance with the Employer's Policies & Procedures.”
Sub-Clause [Link] “Employer Policies and Procedures” —
Insert the following new definition: “Employer Policies and
Procedures" means the Employer's policies and procedures
for the Project Works set out in the document entitled employer
Policies and procedures, as included in the Contract, and any
‘additions and modifications thereto in accordance’ with the
Contract. These policies and procedures, inter alia, deal with
and/or prescribe the Project Works rules, regulations and
requirements for:
(0) health and safety, environmental & risk management
matters;
() the execution of the Project Works at the Project Site
{and other places, if any, as may be specified under the
Contract as forming part of the Site), including in
respect of Project Site services and facilities, access to
the Project Site, the use of local labour and industrial
relations;
(©) the import and clearing of Plant and Materials: and Eskom Holdings Lited
usie Power Stator: FGD
(Contract Fe: 4600011735
Amendment
(@) Project Works management and the exchange of
information.”
Sub-Clause [Link] “Insurance Schedul Insert the
following new definition: “Insurance Schedule" means the
document so named which is included in the Schedules (which
document provides for the insurance policies arranged by the
Employer in connection with the Project Works).”
‘Sub-Clause [Link] “Latent Defect! - Insert the following new
Gefinition: “Latent Defect’ means a dofect in the Works or
Section (fair wear and tear excepted) which is attributable fo:
(2) the design of the Works, other than a part of the design
for which the Employer is responsible (if any);
(b) Plant, Materials or workmanship not being in
accordance with the Contract; and/or
(0) failure by the Contractor to comply with eny other
obligation under the Contract,
and which was nol, and would not have been discovered on
reasonable inspection, by the Employer during the Defects
Notification Period (without requiring any inspection not
‘ordinarily carried out by the Employer during that period).”
Sub-Clause [Link] ‘Latent Defects Notification Period”
Insert the following new definition: “Latent Defects
Notification Poriod" means the period for nolifying Latent
Defects in the Works or a Section (as the case may be) under
‘Sub-Clause 11.12 [Latont Defects}, as stated in tho Appendix to
Tendor.”
Sub-Clause [Link] “LIBOR" - Insert the following new
definition: “LIBOR™ means the 6 month London Interbank
Offered Rete quoted under the caption ‘Money Rates” in The
Wall Street Journal for the applicable Foreign Currency or if no
rato is quoted for the Foreign Currency in question then the rate
for United States Dollars, and if no such rate so appears in The
Well Street Journal then the rate as quoted by the Reuters
‘Monitor Money Rates Service (or such service as may replace
the Reuters Monitor Money Rates Service) on the due date for
the payment in question, adjusted mutatis mutandis every 6
‘months thereafter (and as certified, in the event of any dispute,
by any manager employed in the foreign exchange department
of The Standard Bank of South Africa Limited. whose
appointment it shail not be necassary to prove).”
‘Sub-Clause [Link] “Other Project Contractors” - Insert the
following new definition: “Other Project Contractors" means
the various contractors, consultants, tradespersons or other
persons engaged in the Project Works from time to time other
a
Y Clause
Eskom Hotings Limited
kusie Power Staion: FGD
Contract Ref: 4000011725,
Amendment
than the Contractor and any Subcontractor.”
Sub-Clause [Link] "Parent Company Guarantee” - Insert
the following new definition: “Parent Company Guarantee”
‘has the meaning given under Sub-Clause 4.2 [Performance
Security and Parent Company Guarantee).”
‘Sub-Clause [Link] "Performance Guarantees” — Insert the
following new definition: “*Performance Guarantees” means
all of the guarantees referred to and/or provided for in the
Contract which relate to the performance of the Works.”
Sub-Clause [Link] “Prime” - Insert the following new
