Contract of Dredging and Discharging Works.doc

Subcontract of Dredging and Discharging WorksA G R E E M E N T FORDREDGING AND DISCHARGING WORKSAT THE (LOCATION)BETWEENCHINA HARBOUR ENGINEERING CO. L.L.C. (CHEC)AND (The Subcontractor)TABLE OF CONTENTS OF THE AGREEMENTTABLE OF CONTENTS OF THEAGREEMENT .2FORM OF CONTRACT AGREEMENT .3APPENDIX TO AGREEMENT .4PARTICULAR CONDITIONS OF CONTRACT SCHEDULE 1 .5PARTICULAR CONDITIONS OF CONTRACT - SCHEDULE 2 .7PARTICULAR CONDITIONS OF CONTRACT - SCHEDULE 3 .8GENERAL CONDITONS OF CONTRACT .101. GENERAL PROVISIONS .102. THE CONTRACTOR .113. THE ENGINEER .124. THE SUBCONTRACTOR .125. DESIGN BY THE CONTRACTOR .126. DEFINED RISKS .137. TIME FOR COMPLETION .148. TAKING-OVER 149. REMEDYING DEFECTS .1510. VARIATIONS AND CLAIMS .1511. CONTRACT PRICE AND PAYMENT.1712. DEFAULT1813. RISK AND RESPONSIBILITY.1914. INSURANCE .2015. RESOLUTION OF DISPUTES20FORM OF CONTRACT AGREEMENTThis Agreement made the day of 2010 Between of (hereinafter called The Contractor) of the one part and of (hereinafter called The Subcontractor) of the other partWhereas:-A. The Contractor has entered into an Agreement (hereinafter called the “Contract) particulars of which are listed in the Appendix, General Conditions and Particular Conditions / Schedules hereto.B. The Subcontractor has examined the documents listed in the Appendix, which forms part of this Agreement and offers to execute the Works in conformity with this Contract.NOW IT IS HEREBY AGREED as follows:-1. The documents as set out in the Appendix shall be deemed to form and be read and construed as part of this Agreement.2. In consideration of the payments to be made by the Contractor to the Subcontractor as hereinafter mentioned, the Subcontractor hereby covenants with the Contractor to execute, complete the Contract Works and remedy any defects therein, in conformity in all respects with the provisions of the Contract.3. The Contractor hereby covenants to pay to the Subcontractor, in consideration of the execution, completion of the Contract Works and the remedying of defects therein, the Price at the times and in the manner prescribed by the Contract.The Subcontractor offers to execute the works in conformity with this Agreement for the sum of UAE Dirhams (AED ) or such sum as may be ascertained under the Contract.In Witness whereof the parties hereunto have caused this Agreement to be executed the day and year first before written in accordance with their respective law.SIGNED by: SINGED by:for and on behalf of the Contractor for and on behalf of the Subcontractorin the presence of :- in the presence ofWitness: Witness：Name: Name：Adress: Adress：Date: Date： APPENDIX TO AGREEMENTThis Appendix forms part of the Agreement.APPENDIX TO CONTRACT:CONTRACT DETAILSConditions of ContractFIDICConditions of Contract for Works of Civil Engineering Construction, Part I General Conditions Fourth Edition1987, reprinted 1992 with further amendmentsMethod of MeasurementRe-measured, Generally in accordance with rules of the Civil Engineering Method of Measurement, Third EditionCESMM3PARTICULAR CONDITIONS OF CONTRACT - SCHEDULE 1PARTICULARS OF CONTRACT:Contractor:Name: China Harbour Engineering Co. (SHJ) L.L.C.Address: P.O. Box 30588Place: Sharjah Country: United Arab EmiratesAuthorized person: Subcontractor:Name: Address: Place: Country: Authorized person: SCOPE OF WORK FOR THE CONTRACTOR:1. Prelim., mobilization of all resources required to execute the works including pre-dredging survey2. Deepening of port basin to -12.5m. Total estimated volume to be dredged is approximately m33. Dumping of dredged materials at maximum 12km by means of Split barges.4. Post-dredging survey, finalization and demobilization of all resources.5.PLANT & EQUIPMENT:a. Marine based (as the case may be)i. Cutter suction dredger / Grab Dredger ( Hp),ii. Floating, anchor boat, crane barge, pontoon based, and pipeline.iii. Work boat, survey boat and other auxiliary equipment,iv. Split hopper bargev. b. Land based (as the case may be)i. Steel flanged pipeline,ii. Weirboxes, bend pipes, valves, y-pieces, bolts / nuts etc.iii. Earthmoving plant iv. c. Generali. Crew and staff (as the case may be)1. Senior staff ： pax2. Junior staff crew： pax3. Crew personnel： paxii. Survey, control and monitoring equipment or similar.FURTHER DOCUMENTS FORMING PART OF THE CONTRACT:The following project details were used as guidance for preparing the technical and financial proposal:a. Drawings,i. CHEC- -001（Correspondence No.）as provided on 01/07/10 (as the case may be)ii. Seabed survey drawing as provided on 01/07/10 (as the case may be)iii. b. Borehole information by , Job No. c. CONTRACTUAL AND OPERATIONAL PRINCIPLES:Scope of work assumptions: (as the case may be)The central basin will be dredged to -12.5m conform to drawing PGS 6061/QW/200. Dredged materials will be loaded in split barges and dumped in the dump area as indicated on the same drawing. Maximum transport distance =12km. - (as the case may be)Dredging tolerances:Dredging design depth is -12.5 m. For dredging acceptance purposes a tolerance of 30cm (30 cm plus or minus) was limited.General operational:All plant, equipment & crew / staff will be mobilized to the project site. Preparatory works for the discharge areas, pipeline preparations and pre-dredging survey activities will commence prior to the arrival of the dredger.Due to the nature of the scope and the materials to be dredged, we will apply a cutter suction dredger to dredge and load the dredged material into the split hopper barges. The Contractor will have to arrange for access and clear passage possibilities for plant and pipeline. All material dredged is to be disposed of in the offshore allocated discharge area within a maximum distance of 12 km. (as the case may be)All activities are intended to be executed in line with guidance provided via the British Standard Code of practice for Maritime Structures BS6349 : Part 5 : 1991 and with the operational limitations of the dredger (e.g. min. swing width of 55 mtr 3.0 m ACD and a max dredging depth of 18 m water).For dredging near to installed quay wall, structures or other existing facilities you will maintain a safety distance of approx. m (distance cutter head to quay wall). After completion of the dredging activities, the area will be cleared from pipes and items and the dredging Subcontractor then leaves the areas behind for further activities by the Contractor.PARTICULAR CONDITIONS OF CONTRACT - SCHEDULE 2TIME FOR COMPLETION:Date of Commencement: Completion Date: approx. from commencement of dredging operationsMAINTENANCE:There is no maintenance requirement on this Contract.TAKING OVER:The following procedure shall be undertaken to proof completion of the scope of works:1. Joint Post-dredging survey (hydrographic) showing proof of having met the requirements.2. Initial (joint) review of survey data to confirm meeting requirements.3. Confirmation that the dredge spread is not required anymore for additional works (if any) and that she can be released from the site; this confirmation shall not unreasonably be withheld.4. Submission of Post-dredging survey drawings (and cross sections if required).5. Submission of final account by the Subcontractor within 7 days.6. Formal confirmation of Completion & Taking over Certificate of the scope works within 7 days.7. PARTICULAR CONDITIONS OF CONTRACT - SCHEDULE 3CONTRACTORS FACILITIES:The Contractor (China Harbour Engineering Co. L.L.C.) shall provide the Subcontractor the following at no cost for the duration of all the described works:1. Entry to the project site and free and unhindered access to work areas (onshore / offshore) for dredging operations, 24 hrs./day and 7 days/week.2. Provide an appropriate discharge area, with sufficient capacity, for stockpile or stilling basin area. (as the case may be)3. On site bench mark and coordinate stations.4. Arrange for delivery of MGO (marine gas oil) to the project site at appropriate updated market rates (payable by dredging contractor). (As the case may be)5. All NOCs, permits, project licenses and registrations, port charges, taxes, royalties, consents, passes, fees and dues required to commence, execute and complete the works.6. OTHER ITEMS:Fuel supply:CHEC can supply and arrange for MGO fuel to be delivered on project at market updated rate. CHEC will deduct costs of actual fuel quantity delivered from running invoices.Fresh water supply:The Subcontractor will make arrangements for their own water supply onboard their vessels, including drinking water and accommodation water for complete project team and crew.(as the case may be)Accommodation:The accommodation for the crew and staff of the Subcontractor shall be solved by the Subcontractor. (As the case may be)Site office:Theres no site office.(as the case may be)Transport to / from site:Transportation of crew and staff shall be afforded by the Subcontractor.CLARIFICATIONS, CONDITIONS AND ASSUMPTIONS:1. Technical / operational clarifications / conditions / assumptions:a. For dredging along existing quays or structures, we have assumed that it is acceptable to have a safe working distance allowance of mtr. (distance cutter head to existing structures).b. Maximum discharging or dumping distance is m.c. d. 2. Commercial / contractual clarifications / conditions / assumptions:a. Handover of satisfactory survey records showing sufficient proof of meeting specified lines and limits and having achieved the requirements will constitute a formal completion of the project and taking over will be confirmed within 7 days.b. All elements of the Agreement will be released upon completion of the dredging and discharging works and the final account will be mutually agreed without delay.c. Due to cutter suction dredging activities, over-dredging below tolerances must be avoided. The Subcontractor shall endeavour to minimize such occurrence, and bear the liability of any backfill in over-dredged areas.d. The described scope of work is not subject to any maintenance upon completion of dredging.e. Stated prices are excluding all taxes, duties, royalties, fees etc. These liabilities, if any, will be the responsibility of the Employer / Main Contractor.f. Compensation (Demurrage rate in the BOQ multiplied by total delay time) will apply to all extraordinary encountered operational delay hours not caused by the Subcontractor.g. GENERAL CONDITONS OF CONTRACT1. GENERAL PROVISIONS1.1 DefinitionsIn the Contract as defined below, the words and expressions defined shall have the following meanings assigned to them, except where the context requires otherwise:1.1.1 “Contract” means the Agreement and other documents listed in the Appendix.1.1.2 “Specifications” means the document as listed in the Appendix, including Employers requirements in respect of design to be carried out by the Contractor, if any, and any Variation to such document.1.1.3 “Drawings” means the Main Contractors drawings of the Works as listed in the Appendix, and any Variation to such drawings.1.1.4 “Employer” means the person named as employer in the Appendix to Tender and the legal successors in title to this person, but not (except with the consent of the Contractor) any assignee of such person.1.1.5 “Contractor” means the person named in the Agreement and the legal successors in title to this person, but not (except with the consent of the Employer) any assignee.1.1.6 “Subcontractor” means any person named in the Contract as Subcontractor, or any person appointed as a subcontractor, for a part of the Works; and the legal successors in title to each of these persons.1.1.6 “Engineer” means the person named in the Appendix, or other person appointed from time to time by the Contractor and notified to the Contractor.1.1.7 “Party” means either the Contractor or the Subcontractor.1.1.8 “Commencement Date” means the date 28 days after the date the Agreement comes into effect or any other date agreed between the Parties.1.1.9 “Day” means a calendar day.1.1.10 “Time of Completion” means the time for completing the Works or Section as stated in the Appendix, calculated from the Commencement Date.1.1.11 “Cost” means all expenditure properly incurred (or to be incurred) by the Subcontractor, whether on or off the Site, including overheads and similar charges, but does not include profit.1.1.12 “Subcontractors Equipment” means all apparatus, machinery, vehicles, vessels, facilities and other things required for the execution of the Works but does not include Materials or Plant.1.1.13 “Country” means the country in which Site is located.1.1.14 “DAB” means the dispute adjudication board referred to in Clause 15.1.1.15 “Defined Risks” means those matters listed in Sub-Clause 6.1.1.1.16 “Force Majeure” means an exceptional event or circumstance which is beyond a Partys control; which such Party could not be reasonably have provided against before entering into the Contract; which, having arisen, such Party could not reasonably have avoided or overcome; and, which is not substantially attributable to the other Party.1.1.17 “Materials” means things of all kinds (other than Plant) intended to form or forming part of the permanent work.1.1.18 “Plant” means the machinery and apparatus intended to form or forming part of the permanent work.1.1.19 “Section” means a part of the Works specified in the Appendix as a Section (if any).1.1.20 “Site” means the places provided by the Contractor where the Works are to be executed, and any other places specified in the Contract as forming part of the Site.1.1.21 “Taking-Over Certificate” means a certificate issued by the Engineer under Sub-Clauses 8.2 or 8.3.1.1.22 “Variations” means a change to the Specification and/or Drawings (if any) which is instructed by the Engineer under Sub-Clause 10.1.1.1.23 “Works” means all the work and design (if any) to be performed by the Subcontractor including temporary work and any Variation.1.2 InterpretationWords importing persons or parties shall include firms and organizations. Words importing singular or one gender shall include plural or the other gender where the context requires.1.3 Priority of DocumentsThe documents forming the Contract are to be taken as mutually explanatory. If an ambiguity or discrepancy is found in the documents, the Engineer shall issue any necessary instructions to the Subcontractor, and the priority of the documents shall be in accordance with the order as listed in the Appendix.1.4 LawThe law of the Contract is stated in the Appendix.1.5 CommunicationsWherever provision is made for the giving or issue of any notice, instruction, consent, determination, certificate or other communication by any person, these communications shall be in writing and shall not be unreasonably withheld or delayed. All written communications shall be in the language stated in the Appendix and shall be sent by one of the methods and to the addresses stated in the Appendix.1.6 Statutory ObligationsThe Subcontractor shall comply with the laws of the countries where activities are performed. The Contractor shall give all notices and pay all fees and other charges in respect of the execution of the Works, except for those stated in the Appendix.2. THE CONTRACTOR2.1 Provision of SiteThe Contractor shall provide the Site and right of access thereto at the times stated in the Appendix.2.2 Permits and LicensesThe Contractor shall obtain all permits, licenses or approvals in respect of any planning, zoning or other similar permission required for the Works to proceed, as stated in the Appendix.2.3 Site DataThe Contractor shall have made available to the Subcontractor for his information prior to tendering, all data in the Contractors possession relevant to the execution of the Works, including hydrological, sub-water surface and sub-bottom conditions, and environmental aspects. The Subcontractor shall be responsible for interpreting all such data, and for inspecting the Site and making his own enquiries as far as is practicable (taking into account of cost and time) before submitting his tender.2.4 Contractors Authorized PersonThe Contractor shall appoint one of his personnel who shall have authority to act for him. This authorized person shall be as stated in the Appendix, or as otherwise notified by the Contractor to the Subcontractor.3. N/A4