THIRD EDITION (2015) =FeAncons RuPGce GENERAL CONDITIONS OF CONTRACT FOR CONSTRUCTION WORKS, Third Edition (2015) “oN saice The South African Institution of Civil Engineering Physical address: Postal address: SAICE House Private Bag X200 Block 19 Halfway House ‘Thomhill Office Park 1685 Bekker Street Midrand Contact numbers: E-mail and website: Tel: +27 11 805 5947 E-mail: civilinfo@saice.org.za Fax: 427 11 808 5971 Website: hitp:/www.saice.org.za Copyright 2018 by the South African Institution of Civil Engineering All rights reserved ISBN 978-0-6399234-0-6 2% Printines suhaseaeeeee sree GENERAL CONDITIONS OF CONTRACT FOR CONSTRUCTION WORKS, THIRD EDITION (2015) CONTENTS New clauses indicated as (new) and changed clauses indicated as (changed) 1. GENERAL 1.1 Definitions 4A Definitions 4.2 _ Interpretations 1.2.4. Delivery of notices 4.2.2 Extent of indemnification 4.2.3. Authority of representatives 4.2.4 Singular and plural, masculine and feminine 4.2.8 Marginal notes or headings 4.3. General provisions 13.1. Concessions not to constitute waivers 1.3.2. Governing taw 1.3.3 Language 4.3.4 Supplementary Agreement 1.3.5. Contractor's copyright 1.3.6 Employer's copyright (new) 2. BASIS OF CONTRACT 2.1 Available data and information 24.1 Available data 2.1.2. Inspection of the Site (changed) 24.3 Obtaining information (changed) 2.2. Adverse physical conditions 2.21 Adverse physical conditions 2.2.2 Further notices 2.23 Contractor to carry out additional work 2.2.4 Contractor's right to claim 2.3 Technical data 2.3.1. Technical data 2.4 Ambiguity or discrepancy 24.4 Ambiguity or discrepancy Page"42 Additional cost due to ambiguity 25 Assignment 51 Assignment 3 EMPLOYER'S AGENT 11 Qualifications of the Employer's Agent 411 Qualifications of the Employer's Agent (new) 3.2. Funetions of the Employer's Agent 441 Function of the Employer's Agent 42? Employer's Ageni to consult with Contractor and Employer 12.1 Specific approval of the Employer required 124 Employer's agent for health and safety 1.3 Employer's Agent's Representative 5.1 Nomination of Employer's Agent's Representative +22 Authority of Employer's Agent's Representative 1°53 Limitation of authority of Employer's Agent's Representative 134 Employer's Agent's authority to delegate AS Wi itations on delegations 436 Contractor's right te refer to Employer's Agent 4. CONTRACTOR'S GENERAL OBLIGATIONS 4.1 _ Extent of obligations and liability 11.4. Extent of Contractor's abiigations 1.1.2. Contractor's liability for own design errors, 42 Employer's Agent's instructions 12.1 Works to comply to Employer's Agent's instructions 12.2. instructions fram Employer's Agent anty 4.3 Legal provisions 13.1 Compliance with appiicabie laws 43.2. Proof of good standing 4.4 Subcontracting 14.1 Subcontracting whole Contract 44.2 Subcontractor to be approved (new) 143° Liability for subcontractors 144 Selection of subcontractors in consultation with Employer 145 Contractor's liability unaffected by selection of subcontractors 41.6 Assignment in the case of termination T.¢ Assignment of benefit of subcontractors 10 10 10 "1 “1 1 4 "1 " 1" 12 12 12 13 13 4 14 14 14 4 14 14 14 14 14 18 15 15 15 18 15 15 184,5. Notices and fees, 4.5.1 Giving of notices and payment of fees 442 Employer's responsibility for approval 15 Contractor's responsibilty for consents 45.4 Contractor to be compensated 4.6 Patent rights 4.6.1 Patent and protested rights 4.6.2 Payments for rights 47 Fossils ATA Fossils ete 4.8 Facilities for others 48.1 Facilities for others 4.8.2. Additional compensation for providing faciities 49 Construction Equipment 4.9.1. Prohibition on removal of Construction Equipment 4.10. Contractor's employees 4.10.1 Engagement of employees 4.10.2 Information in respect of employees 4.11 Competent employees 4.11.4 Competent employees 4.11.2 Removal of incompetent employees 4.42. Contractor's superintendence 4.12.1 Contractor's superintendence 4.12.2 Construction Manager 4.12.8. Construction Manager to receive instructions 5. TIME AND RELATED MATTERS 5.4. Time calculations 5.1.1 Time calculations 5.2 Commencement of the Contract 5.2.1 Commencement of the Contract 5.3 Commencement of the Works 5.3.1. Commencement of the Works 8.3.2 Unacceptable documentation 5.3.3. Time to Instruct commencement of the Works 54 Access to the Site 5.4.1 Access to and possession of Site w 16 416 16142 Access not exclusive 5.4.4 Dolays in giving possession {Time for Practical Completion £1 Time for Practical Completion 56 Programme 1.0.1 Programme of Works 112 Contents of the programme (8.6.2.4 changed) 6.4 Approval of the programme 104 Review and adjustment of the programme 6.5 Approval means no relief of Contractor's responsibilities 1.7 Progress of the Works 71 Rate of progress (72 Night work (changed) 114 Acceleration 1.0 Non-working times 8.0.1 Non-working times £2 Notice for work during non-working times 5.0 Instructions. {0/1 Drawings and instructions 92 Further drawings and instructions '.04 Contractor to give notice timeously ‘04 Documents to be provided timeously ‘115 Contractor to give effect to drawings ete 0.6 Employer's Agent's failure to comply timeously °7 Employer's Agent to approve Contractor's designs and drawings 10. Delays attributable to the Employer 110.1 Delays attributable to the Employer 8.11. Suspension of the Works ° 11-1 Suspension of the Works by Contractor (new) 11.2 Suspension of the Works by Employer's Agent ¢ 11.9 Protection of the Works during suspension ° 11.4 Claim as a consequence of suspension 5 11.6 Proceeding with the Works after payment (new) ' 11.6 Suspension lasting more than 84 days 5.12. Extension of time for Practical Completion 12.1 Extension of time for Practical Completion vii 22 22 22 22 23 23 23 24 24 24 24 24 25 25 26 26 26 26 26 26 26 27 ar ar a7 28 28 28 28 28 29 29 29 29 30 30$.12.2 Some reasons tor extension of time 5.12.3 5.12.4 Aggeieration instead of exiension of time 5.13 Penalty for delay Relovant acljustmonts to General items 5.13.1 Penalty for delay 5.12.2 Reduction of penalty 5.14 Completion 8.14.1. Practical Completion (changed) 5.14.2 Issue of Certificate of Practical Completion 5.14.3 Consequences of Practical Completion 5.14.4 Certificate of Completion 5.14.5 Consequences of completion 5.14.6 Occupation by the Employer 5.14.7 Different dates of Practical Completion 5.15 Clearance of Site 5.15.1 Clearance of Site on completion 5.16 Approval 5.16.4 Final Approval Certificate 5.16.2 Approval only by Final Approval Certificate 5.16.3 Latent defects liability 6. PAYMENT AND RELATED MATTERS 6.1. Payment to Contractor 6.1.1 Payment to Contractor 6.2 Security 6.2.1 Delivery of security 6.2.2 Contractor failing to select or provide security (changed) 6.2.3 Validity of performance guarantee 63 Variations 6.2.1 Vatiations (6.3.1.2 changed) 6.3.2 Orders for variations to be in writing 63.3 Changes in quaniities 64 Value of variations 6.4.1. Valuation of variations 6.4.2 Delivering and applying the valuation 64.3 Delay in delivering valuation 65 Dayworks 30 30 a 31 a1 31 a1 32 32 33 33, 33 34 34 34 34 36 35 36 36 38 36 36 36 36 37 37 37 38 38 a8 39 39 39wht 6ha ood 66 661 noe 663 boa oF ort bre ars 674 67s Basis of payment for dayworks Quotations for materials Details to be recorded Dayworks statement Provisional sums and prime cost sums Provisional sums Prime cost sums Provisionatiprime cost sums and contingency allowance Supporting documenis Measurement of the Works Quantities Work to be measured Employer's Agent's intention to measure Contractor's failure to comply Method of measurement 6.8 Adjustment in rates andlor prices 681 682 683 684 Rates and prices final and binding Application of the Contract Price Adjustment Factor Variation in cost of special materials Subsequent changes in fegislation 6.9. Vesting of Plant and materials 6.91 692 693 694 69.8 Vesting of Plant and materials, Definition of "materials” identification of Plant and materials Prohibition on removal of Plant and materials No approval by vesting 6.10 Payments 6104 Interim payments 6.40.2 Valuation of material brought onto Site 5.10.3 Retention money 6.10.4 Delivery, dissatisfaction with and payment of payment certificate 6.10.8 Payment of retention money 6.10.6 Set-off and delayed payments (changed) 510.7 Corrections to payment certificates 6.10.8 Contractor's completion statement 5.109 Final Payment Certificate 39 40 40 “1 a a 42 42 42 42 42 43 43 43 4a 44 4a SERRE 45 45 45 45 46 46 46 a7 48 48 48. 49 50 50i : 6.11 Variations exceeding 15 per cant 6.11.1 Variations exceeding 15 per cent 7. QUALITY AND RELATED MATTERS 7.1 Quality of Construction Equipment 7.1.41 Quality of Construction Equipment 7.2. Quality of Plant, workmanship and materials 7.2.1 Quality of Plant, workmanship and materials, 7.3 Access to the Works 7.3.1 Access to the Works 7.4 Samples and testing 7.4.1 Samples of materials 7.4.2. Test specimens from the Works 743 Tests 7.4.4 Costof test specimens and tests 7.4.5 Exchange of reports on tests 7.5 Examination of the Works 7.5.1 Examination of work before covering up. 7.5.2 Delivery of Plant to Site 7.5.3. Notice to be given when ready for testing 7.54 Delay by Employer to take delivery of Plant 7.5.5 Uncovering and making openings 7.6 Defective Plant, materials and work 7.6.1 Making good and retesting of Plant 7.6.2 Consequences of failure of retesting Plant 7.6.3 Removal of improper work and materials 7.6.4 Default of the Contractor in compliance with Employer's Agent's orders 7.7 Search for defects 7.7.1 Contractor to search for defects 7.8 Defects 7.8.1 Making good of defects in Defects Liability Period 7.8.2 Cost of making good of defects 7.8.3 Remedy on Contractor's failure to carry out required work 7.9 Urgent remedial work 7.9.1 Urgent remedial work 8. RISKS AND RELATED MATTERS 8.1 Protection of the Works 51 54 52 52 52 52 52 52 52 53 53, 53 53 83, 54 54 54 54 54 55 55 55 55 56 56 56 57 87 37 87 58 58 58 58 60 6011 Protection of the Works 12 Pollution prevention and interferences 14 Excessive loads and traffic 14 Indernnity by Contractor 1) Prices for protection of the Works 1) Care of the Works 1 Care of the Works > Damage or physical loss 13 Excepted risks v1 Excepted risks fohanged) 49 Claim for excepted risks (news Indemnifications 11 Injury to persons and damage to property 12 Indemnity by Employer 5 Reporting accidents f1 Reporting of accidents <6 Insurances (1 Insurances to be effected (8.6 7.4 changed) 412 Liability of deductibles 413. Requirements retating to subcontractors sid Contractor to effect insurances obtainable sli Employer to approve insurance policy 6 Contractor to produce proof of payment 6.7 Remedy on Contractor's failure to insure TERMINATION OF CONTRACT 1 Termination of Contract 111 Termination due to external events (changed) 112. Termination due to internal events (changed? 113. Existing structure desiroyed 114 Increased costs 1.5) Payment if Contract is terminated 11.6 Over-riding provisions 42 Termination by Employer 24 Termination by the Employer (92. 7.3.2 new) 42.2. Payment to complete the Works 4123 Notices to trustee/liquidator Pi : uate wae9.3. Termination by Contractor 9.3.1 Termination by the Contractor (changed? 83.2 Removal of items and payment to Contractor 9.3.3 Other rights of the Contractor 9.3.4 Notices to tusteesfiiquidators 10. CLAIMS AND DISPUTES 10.4 Contractor's claim 10.4.1 Contractor's claim 10.1.2 Extended period for claim 10.1.3 Records of facts and circumstances for claim 40.1.4 Contractor's failure to comply with notice period 10.1.5 Employer's Agent's ruling on Contractor's claim 10.2 Dissatisfaction claim 10.2.1. Dissatisfaction claim 10.2.2. Failure to claim dissatisfaction 10.2.3 Employer's Agent's ruling on dissalisfaction 10.3. Dispute notice 10.3.1. Dispute notice 40.5.2. Dispute to be referred 10.3.3. Ruling in full force 40.4 Amicable settlement 10.4.1 Dispute resolution by amicable settlement 10.4.2 Amicable settlement failure 10.4.3 Binding amicable seltlement 10.4.4 No reference of arnicable settlement outcomes 10.5 Adjudication 10.5.1 Dispute resolution by standing adjudication 10.5.2 Dispute resolution by ad-hoc adjudication 10.5.3 Rules for adjudication 10.5.4 Implementation of decision (new) 10.6 Disagreement with Adjudication Board's decision 10.6.1 Disagreement with Adjudication Board's decision 10.6.2 Fallure to comply with a decision 10.6.3 Failure to give a decision in time 10.7. Arbitration 10.7.4. Reference to arbitration xii10 £2. Rules for arbitration i. Reasoned award 10.8 Court proceedings 1081 Reference to court 10.9 Appointment 10.9.1 Appointment of dispute resolving persons. 10.10 Common provisions |18-10.1 Contractor's right to court proceedings 1 10.2 Employer's Agent as witness 1010.3 Arbitrator and court's power regarding a ruling or a decision 10.11 Continuing validity 10.17.4 Continuing vaticlty Contract Price Adjustment Schedule (changed) Adjudication Board Rules Pro Formas Appendix 1: Form of Offer and Acceptance Appendix 2: Contract Data (changed) Appendix 3: Performance Guarantee (changed) ‘Appendix 4; Disclosure Statement ‘Appendix 5: Adjudication Board Member Agreement Alphabetical subject index xt a4 Bd a4 84 ad a4 aa aa 85 85 85 86 89 97 103 110 4 115 17‘GI NERAL CONDITIONS OF CONTRACT FOR CONSTRUCTION WORKS, THIRD EDITION (2015) GENERAL 11 Definitions 111 Inthe Contract (as hereinafter defined) the fotiowing words and Definitions expressions shall have the meanings hereby assigned to them except where the context otherwise requires: 1117 "agreed" means agreed by the Employer and the Contractor, unless specifically stated otherwise. 1112 “Bill of Quantities” means the document so designated in the Pricing Data, if any. | 113 "Certificate of Completion” means the certificate Issued by the Employer's Agent stating the date on which completion was achieved. 1114 “Certificate of Practical Completion® means the certificate issued by the Employer's Agent staling the dale on which Practical Completion was achieved 1415 "Commencement Date” means the date thal the Agreement, made in terms of the Form of Offer and Acceptance, comes into effect 31.1.6 “Censtruction Equipment" means all appliances or things of whatsoever nature required for carrying out, completing or correcting defects in the Works, but does not include materials, Plant ot other things that are part of, or intended to form part of the Permanent Works. L117 “Contract” means the documentation of the agreement between the parties in lerms of the Form of Offer and Accepiance, and such written amendments or additions to the Contract as may be agreed to between the parties.1148 4449 44410 AA 1 4aa2 14443 1A 1118 “Contract Data” means the document that sets out the specific data which, together with these General Conditions of Contract, collectively describe the risks, Habilities and obligations of the contracting parties and the procedures for the administration of the Contract "Contractor" means the person named in the Contract Data whose offer has been accepted in the Form of Offer and Acceptance and the legal successors in title of this person, “Contract Price” means the Contract Sum subject to such addition thereto or deduction therefrom as may be made from time te lime under the provisions of the Contract. "Contract Sum™ means the accepted amount provided for in the agreement made in terms of the Form of Offer and Acceptance. “Day” shall mean a calendar day. "Defects Liability Period" means the period stated in the Contract Data, if any, commencing from the issue of the Certificate of Completion, or Certificates of Completion in the event of more than one Certificate of Completion having been issued for different parts of the Works, during which the Contractor has both the right and the obligation to make good defects in the materials, Plant and workmanship covered by the Contract, ‘Due Completion Date” means the date of expiry of the time stated in the Contract Data for achieving Practical Completion of the Works, calculated from the Commencement Date and as adjusted by such extensions of time or acceleration as may be allowed in terms of the Contract "Employer" means the person for whom the Works are to be carried out and who is named as the Employer in the Contract Data, and the legal successors in title of thisben " person, “Linplayes’s Agent" means the person named as the } mployer’s Agent in the Contract Data, or any other person wphonited from time to time by the Employer, and of whom fin Contactor is notified, in writing, to act as Employers yet for the purposes of the Contract as substitute for the | nployer's Agent so named. mployer's Agent's Representative” means the natural poison appointed from time to time by the Employer's Agent in terms of the Contract, “Iinal Approval Certificate” means the certificate issued by the Employer's Agent stating the date on which the Works wele completed and all defects corrected in accordance wilh the Contract “Tixed Prive Contract" means the Contractor is paid the Contract Sum for carrying out the Works subject to adjustments in accordance with the Contract “1 orm of Oifer and Acceptance" means the document that lormalises the legal process of offer and acceptance and dives tise to the Contract. "General Items" means items stipulated in the Pricing Data telaling to general obligations, site services, facilities, andior items thal cover elements of the cost of the work which are not considered as proportional to the cos! of the Permanent Works. "Permanent Works” means the permanent works to be Wesigned (if required), constructed, and/or provided in accordance with the Contract. “Plant means machinery, apparatus, articles and things of alt kind that become part of the Permanent Works to be1AA.24 114.25 41126 WAA27 1AA2B 114.29 414.30 144.31 provided in accordance with the Contract, “Practical Compietion” means that the whole or portion of the Works has reached a state of readiness, fit for the intended purpose, and occupation without danger or undue inconvenience to the Employer, even though some work may be outstanding. “Pri ing Data” means the document that sets out the Pricing Strategy and provides the criteria and assumptions which it will be assumed in the Contract were taken into account by the Contractor when developing the Contract Sum “Pricing Strategy" means the strategy stated in the Contract Data which is adopted to secure prices and to remunerate the Coniractor in terms of the Contract. “Re-measurement Contract” means the Contractor is paid an amount determined from the actual quaniiies of work completed multiplied by the rates or prices for such work, subject to adjustments in accordance with the Contract “Scope of Work" means the document thal specifies and describes the Works which are to be provided, and any other requirements and constraints relating to the manner in which the work is to be carried out. “Site” means the land and other places made available by the Employer, for the purposes of the Contract, on, under, over, in or through which the Works are to be carried out. ‘Site Information" means the document that describes the Site as at the time of tender to enable the tenderer to price the tender and to decide upon the method of work and the programme "Supplementary Agreement’ means an additional contract between the Employer and the Contractor for carrying out work, supplemental fo the original Contract, which does notmoet the requirements to be carried out by a Variation Onier in terms of Ciause 6.3.1, ET i “Temporary Works" means the temporary works required {01 oF in connection with carrying out the Permanent Works and shall include items which are not intended to be bermanent, or to form part of the Permanent Works. | 18 Works" means the Permanent Works together with such Temporary Works as may be necessary for carrying out the Works, 11s “wrting™ means any hand-written typed or printed communication (comprising words, figures or drawings) including facsimiles, electronic communication, or any simitar communication resulting in a permanent record, “In writing” and “written” shall have corresponding meanings. “Interpretations. ° 1 Any writlen communication between the parties shall have been duly detivered if 111 handed to the addressee or to his duly authorised agent, or 1712 delivered at the address of the addressee as stated in the Contract Data; provided that the Employer, Employer's Agent and Contractor shall be entitled, by written notice to each other, to change their said addresses. 182° In respect of any indemnification against liability to third parties given by either party to the other, the indemnification shall cover all claims, demands, proceedings, damages, costs, charges and expenses in relation thereto or arising therefrom, 12:5 The commen or statute law shall determine whether any person acting, or purporting to act on behalf of the Employer, Employer's Agent or Contractor is duly authorised, save to the Delivery of notices Extent of indemnification Authority of representatives424 1244 1.24.2 125 extent that a party shail, by written notice to each of the others, designate a person or the holder of any office, to the exclusion af another person or holder of office, to have such authority, or to limit in any way, oF terminate the authority of such designates person or holder of office. Where the context requires: Words importing the singular also include the plural and vice versa, and Words importing the masculine gender also include the feminine and the neuter. The marginal notes or headings in these General Conditions shall not form part of the Contract. 4.3. General provisions 1.3.4 13.2 132 134 No grant by the Employer or the Contractor to the other of any concession, walver, condonation or allowance shall, in respect ‘of any specific event or circumstance other than that in respect of which the grani was made, constitute a waiver of the rights of the grantor in terms of the Contract, or an estoppel of the grantor’s right to enforce the provisions of the Contract ‘The taw which is to apply to the Contract, and according to which the Contract is to be interpreted, shall be the law of the Republic of South Africa, unless ctherwise stated in the Contract Data, The language of the Contract and of written communications shall be English, uniess otherwise stated in the Contract Data. In the event that the Contractor and the Employer conclude a Supplementary Agreement, the additional work carried out in terms of such an agreement shall not be taken to be a variation or adcition under Clause 6.3, but to be a separate contract. The vaiue of such additi nal work shall, for the purposes of Singular and plural, masculine and feminine Marginal notes or headings Concessions not to constitute waivers: Governing law Language Supplementary Agreement196 Clause 6.11, not be taken into account for this Contract, but it shall be taken into account for the separate contract concluded in terms of the Supplementary Agreement. Except where otherwise stated in the Contract, the Contractor shall retain the copyright and other intellectual property rights in documents supplied to the Employer or Employer's Agent under the Contract. The Contractor shall legally be deemed to have given the Employer a non-terminable, transferable, non-exclusive, royalty- free licence to copy, use and communicate the Contractor's documents, including making and using modifications of such documents for the purposes of further work required to the Works Except where otherwise stated in the Contract, the Employer shall retain the copyright and other intellectual property rights in documents supplied to the Contractor under the Contract The Employer shall legally be deemed to have given the Contractor a non-terminable, transferable, foyalty-free licence to copy, use and communicate the Employer's documents for the purposes of the Contract. Contractor's copyright Employer's copyright2. BA 1S OF CONTRACT 2.1 Available data and information out 24.24 24.22 24.23 24.24 2125 The Linployer shall have male available to the Contractor, as par of, oF by reteience in the Site Information, data relevant to tie: Works oblained by or on behalf of the Employer, but the Contraclor shall be responsible tor his own interpretation thereof anki deductions therefrom, The Contractor shall be deemed to have inspected and examined the Site and its surroundings and to have studied all available information pertaining thereto before submitting his tender (as far fas is reasonable). The Contvactor shall thus be considered knowledgeable in respect of: The form and nature of the Site and ils surroundings. Environmental, hydrological and climatic conditions. The extent and nature of the work and materials required for carrying out and completion of the Works. The means of access to the Site and the accommodation he may require. ‘The design of the Works and site conditions insofar as they affect carrying out the Works with regard fo health, safety and the environment. The Contractor shail, in general, be deemed to have obiained all available information on risks, contingencies and all other circumstances which may influence or affect the Works (as far as is reasonable) 2.2 Adverse physical conditions 224 If, while carrying out the Works, the Contractor encounters adverse physical conditions (other than weather conditions at the Site or the direct consequences of those particular weather Available data Inspection of the Site Obtaining information Adverse physical conditionsvenuihons} or artificial obstructons, which conditions or vbstinctions could not have been reasonably foreseen by an ssppontony contractor at the time of submitting his tender, and Ine Contractor is of the opinion that additional work will be necessary which would not have been necessary if the particular pinvucal concitions or artificial obstructions had not been eucomnlered, he shall give notice lo the Employer's Agent in wuling a8 soon as he becomes aware of the canditions or ubstructions aforesaid, stating 11 The nature and extent of the physical conditions and artificial obstructions encountered, and 1 The adgitionat work required by reason thereof, Should additional or mere extensive adverse physical conditions Further notices © arificial obstructions within the meaning of Clause 2.2.1 be encountered by the Contractor, he shall give further notices thereof in terms of Clause 2.2.1 "4 Unless otherwise insiructed by the Employer's Agent, the Contractor to Contractor shall carry out the additional work proposed in the carry out notice or notices under Clauses 2.2.1 and 2.2.2 without #imiting additional work Ihe right of the Employer's Agent to order a suspension of work in terms of Clause 5.11.2, or a variation in terms of Clause 6.3. "4 Jf the Contractor has duly given the notice referred to in either Contractor's Clauses 2.2.1 or 2.2.2, he shall be entitled, in respect af the delay right to claim to Practical Completion and/or to proven additional cost, to make a claim in accordance with Clause 10.1, provided that the cost and time of all work cone by the Contractor prior to giving the notice or notices in terms of Clauses 2.21 and 2.22 shall be regarded as covered by the rates andlor prices set out in the Pricing Data and the time stated in the Contract Data relating to Clause 111.142.3 Technical data 234 The Contractor shall legally be deemed lo have based his tender on the technical data provided in the Contract and if, in the performance of the Contract, any circumstances shall differ trom the said technical data, which difference causes delay to Practical Completion and/or brings about proven additional cost, the Contractor shalll be entitled to make a claim in accordance with Clause 10.1, 2.4 Ambiguity or discrepancy 244 242 lf an ambiguity in, ot discrepancy between the documents is found, the Employer's Agent shall provide the necessary clarification or instruction. ¥f compliance with any such instruction shall result in delay to Practical Completion andior proven additional cost, the Contractor shall be entitled 19 make @ claim in accordance with Ciause 10.1 2.5 Assignment 2.6.1 Neither the Contractor nor the Employer shail, without the written consent of the other, assign the Contract, or any parl thereaf, or any obligation under the Contract, or cede any right or benefit thereunder 10 ‘Technical data Ambiguity or discrepancy Additional cost due to ambiguity Assignment«© EMPLOYER'S AGENT it spa ‘Qualifications of the Employer's Agent Ji satura} persen aeting, oF purporting lo act, as the | niphryer's Agent shall be a registered professional in 2 built /neironment profession that is appropriate to the Seope of Work unctions of the Employer's Agent Hh function of the Employer's Agent is to administer the Contract as agent of the Employer, in accordance with the provisions of the Contract. Whenever the Employer's Agent intends, in terms of the Conlact, to exercise any discretion, or make or issue any ruling, contract interpretation or price determination, he shall wst consult with the Contractor and the Employer in an aliempl to reach agreement. Falling agreement, the Employer's Agent shait act impartially and make a decision in accordance with the Contract, taking into account all refevant facts and circumstances, In the event of the Employer's Agent being required in terms of his appoiniment by the Employer to oblain the specific approval of the Employer for carrying out any part of his functions or duties, such requirement shall be set out in the Contract Data, The Employer may, by written notice to the Contractor and ihe Employer's Agent, authorise an agent to act as his representative relaling to the responsibilities imposed by the Occupational Health and Safety Act on the Emplayer. Such an agent, if not the Employer's Agent, shall be responsible to the Employers Agent in terms of these Conditions of Contract, “4 Qualifications of the Employer's Agent Function of the Employer's Agent Employer's Agent to consult with Contractor and Employer Specific approval of the Employer required Employer's agent for health and safety3.3 Employer's Agent's Representative aut 332 33.24 3322 33.22 3.3.2.2, 33.2.2. 3.3.2.2, 333 3.3.3.1 333.2 The Employer's Ayent shall be entitled, by written notice to the Contactor, lo appoint a person as the Employer's Agent's Representative and shall have the power by further written notice from time lo time to terminate or change such appointment The Employer's Agent's Representative shall Observe how the Works are camied out, examine and test materials and workmanship, and receive from the Contractor such information as he shall reasonably require Have the authority: 1 Assigned to him by any provisions of the Contract, 2 Assigned to him by the Employer's Agent in terms of Clause 33.4, 3 To deliver to the Contractor oral or written communications from the Employer's Agent, and 4 To receive, on behalf of the Employer's Agent, oral or written communications from the Contractor. Notwithstanding the aforesaid, the powers and authority of the Employer's Agent's Representative shall be subject to the following conditions: He shall have no authority to relieve the Contractor of any of his obligations under the Contract and, unless he is authorised thereto in terms of Clause 3.3.4, he shall have no authority to order any work involving delay, any additional payment by the Employer, or any variation of or in the Works; Notwithstanding any authority assigned to him in terms 2 Nomination of Employer's Agent's Representative Authority of Employer's Agent's Representative Limitation of authority of Employer's Agent's Representativesud ol Clauses 3.3.2 and 3.3.4, failure by the Employer's Agent's Representative to disapprove of any work, workmanship or materials shall not prejudice the power of the Employer's Agent thereafter to disapprove thereof and exercise any of his powers in terms of the Contract, in cespect thereof Ino Employer's Agent may, by written notice to the Contactor and the Employer, from time to time, authorise Ihe Employer's Agent's Representative, or any other person accountable to the Employer's Agent, to act on his behalt eilher generally in respect of the Contract, or specifically in tespect of particular provisions of the Contract, and the act 1 any such persen within the scope of his authority shall, for the purposes of the Contract, constitute an act of the Uoiptoyer’s Agent. Such authorisation shall continue until terminated by written hotice to the Contractor and Employer. No authority in terms of Clause 3.3.4 shall be given, or be effective in respact of any decision to be taken, or cerlificale to be issued under Clauses 2.2, 4.4.2, 5.12, 5.14, 5.16, 9.2, 10.1, of 10.2, 1 ihe Contractor is dissatisfied with any order or instruction of the Employer's Agent's Representative, or any other person appointed by the Employer's Agent to act on his behalf, he shall be entitled to refer the matter to the Employer's Agent who shall promptly confirm, reverse or vary such order or instruction. 13 Employer's Agent's authority to delegate Limitations on delegations Contractor's right to refer to Employer's. Agent4, CONTRACTOR'S GENERAL OBLIGATIONS, 44 aad Extent of obligations and liability The Contractor shalt, save insofar as it is legally or physically impossible, design (10 the exlenl provided in the Contract), caity out and complete the Works and remedy any defects therein in accordance with the provisions of the Contract Where the Contract expressly provides that the Permanent Works, or part of the Permanent Works, shall be designed by the Contractor, he shall, notwithstanding approval by the Employer's Agent, be liable for any error or deficiency in any drawing or document supplied by him for that part of the Works, and for any loss or damage arising out of such error or deficiency. 42 Employer's Agent's instructions 424 422 The Contractor shall, in carrying out his aforesaid obligations, comply with the Employer's Agent's instructions ‘on all matters relating to the Works. The Contractor shall take instructions only from the Employer's Agent, the Employer's Agent's Representative ‘or a person authorised by the Employer's Agent in terms of Clause 3.3.4. 4.3. Legal provisions 43.1 432 The Contractor shall, in fulfiling the Contract, comply with all applicable laws, regulations, statutory provisions and agreements, and shail, at the request of the Employer's Agent, provide proof that he has complied therewith, It required, the Contractor shall provide proof to the Employer's Agent that the Contractor is in good standing with respect to duties, taxes, levies and contributions “4 Extent of Contractors. obligations Contractor's liability for own design errors, Works to comply to Employer's Agent's instructions Instructions from Employer's Agent only Compliance with applicable laws Proof of good standing146 way Hequned in (sims of legistation applicable to the work in this Subcontracting He Contractor shall not subcontract the whole Contract. (xcept where otherwise provided in the Contract, the Contractor shall net subcontract any part of the Contract wilhoul the prior written consent of the Employers Agent, ‘which consent shall not be unreasonably withheld. ihe Contractor shal be liable for the acts, defaults and hwuligence of any subcontractor, his agents or employees +15 fully as if they were the acts, defaults or negtigence of the Contractor, ihe contractual relationship between the Contractor and any subcontractors selected by the Contractor in consullation with the Employer in accordance with the sequirements of end a procedure set out in the Scope of Work, shall be the same as if the Contractor had appointed Ihe subcontractor in terms of Clause 4.4.3, Any appointment of a subcontractor in accordance with Clause 4.4.4 shall not amount to a contract between the Employer and the suicontractor, or @ responsibility or lability on the part of the Employer to the subcontractor and shall not relieve the Coniractor from any liabitity or obligation under the Contact |n the event of termination of the Contract under Clause 9.2, the subcontract in terms of Clause 4.4.4 shall be assigned to the Employer upon such an instruction by the Employer In the event of any subcontractor having undertaken towards the Contracior in respect of work cartied out, or goods, materials, Plant or services supplied, any continuing obligation extending beyond the date of the Final Approval 15 ‘Subcontracting whole Contract ‘Subcontractor to be approved Liability for subcontractors, Selection of subcontractors in consultation with Employer Contractors liability unaffected by selection of subcontractors Assignment in the case of termination Assignment of benofit of subcontractorsCertificate, the Contractor shall advise the Employer's Agent thereof. At the Employer's request and cost, the Contractor shall assign to the Employer the benefit of such obligation for the unexpired duration thereof. 4.5 Notices and fees 46.1 45.14 4514 ABA ABAZ 452 453 454 The Contractor Shall in carrying out the Works comply with the provisions, give all notices and pay all fees, taxes, levies and other charges required to be given or paid in terms of 1 Any Act of Parliament, Ordinance, Regulation or By law of any local or other statutory authority, and 2 Conditions imposed by any other body oF persen stated in the Scope of Work. Indemniies the Employer against any liability for any breach of the provisions of Clause 4.5.1.1 The Employer shall be responsible for obtaining any planning approval required in respect of the Permanent Works and in respect of Temporary Works, which is specified or designed by the Employer or the Employer's Agent. The Contractor shall be responsible for obtaining all requisite consent, permission and permits for carrying out the Works arising from the provisions referred to in Clause 4.5.1.1 and arising from the approvals referred to in Clause: 452. ‘The Employer shall refund i the Contractor all such sums as the Employer's Agent shall certify as justly payable and paid by the Contractor in compliance with the aforesaid provisions of this Clause, unless the necessity for such 16 Giving of notices and payment of fees Employer's responsibility for approval Contractor's responsibility for ‘consents Contractor to be compensatednrc Payment was identified in the Pricing Data, or such sums are payable by the Contractor in the ordinary course of his business, 416 Patent rights 10/1 Save in respect of the Employer's or the Employer's Agents design of the Works, or method of construction and proprielary brand materials specified, the Contractor indemnifies the Employer against any liability arising from the infringement of any patent rights, design, trade-mark or name, oF other protected right in respect of any design work, Construction Equipment, Plant, machine, work, method of construction or material used for or in connection with the Works, |) Except where otherwise specified in the Contract, the Contractor shall pay all amounts due by him in respect of the rights referred to in Clause 4.6.1. 47 Fossils 1/1 Allfossils, coins, articles of value or antiquity and structures and other remains or things of geological or archaeological interest discovered on the Site shall, as between the Employer and the Contractor, be considered the absolute property of the Employer. he Contractor shall take reasonable precautions to prevent any person from remaving or damaging any such article or {hing and shall, immediately upon discovery thereof and before removal, inform the Employer's Agent of such discovery and carry out the Employer's Agent's instructions for dealing therewith "I" by reason of such instructions, the Contractor suffers "7 Patent and protected rights Payments for rights Fossils etcdelay lo Practical Completion andor incurs proven. acililimal cost he shall be entitled to make a claim in accordance with Clause 10.1 4.8 Facilities for others 4.84 the Contractor shall, in accordance with the Contract, or the requirements ot the Employer's Agent, afferd on the Site all reasonable opportunities for carrying out his work to: 48.1.1 The Employer, 4.8.1.2 Any other coniraclors employed and other persons authorised by the Employer, and 4.8.1.3 Any local or other statutory authorities, who may be engaged in any work on the Site thal is not included in the Contract, provided that adequate notice of the necessity thereof is given to the Contractor. 4.8.2 Mf, pursuant to Clause 4.8.1, the Contractor, on the written instruction by the Employer's Agent: 4.8.2.1 Makes available to the Employer, or to any such contractor or any such authority, any roads or ways for the maintenance of which the Contractor is responsible, or 4.8.2.2 Provides any other facility or service of whaiscever nature to any of the saic! persons or authorities, the Contractor shall, unless otherwise provided in the Contract, be entitled ta make a claim in accordance with Clause 10.1 for the delay to Practical Completion and/or proven additional cost 18 Fazilities for others Additional compensation for providing facilities,144 Construction Equipment Et AW Const ion Equipment provided by the Contractor “tuill when brought onto the Site, be regarded as exclusively intended for carrying out the Works and the Contiacior shall nol remove the same from the Site without He nonsent in writing of the Erployer's Agent, which eovrsenl shall not be unreasonably withheld. The Contractor all notily the Employer's Agent, in writing, of the name ul adress of the owner of any such Construction | qupment not owned by the Contractor 110) Contractors employees Vit ihe Contracter shall, unless otherwise provided in the Conti make his own arrangements for the engagement ol all employees and for their payment, housing, feeding snd transport (provided that any use of any part of the Site 4 the said purposes shall be subject to the prior approval of the Employer's Agent) and the Contractor indemnifies the [-mployer against any liability arising out of the Contractor's «| arrangements, whether such arrangements involve the use af the Site or not, 1111) The Contractor shall, if instructed by the Employer's Agent, eliver to the Employer's Agent information, in such form und at such intervals as the Employers Agent may prescribe, in respect of employees employed by the Contractor on the Site from time to time. 411 Competent employees 1111 To carry out and complete the Works the Contractor shall employ on the Site only such persons as are careful, competent and efficient in their various tades and professions. Prohibition on removal of Construetion Equipment Engagement of employees Information in respect of employees Competent employeesAN2 The Employer's Agent shall be entitled to instruct the Contractor to remove forthwith from the Works any person employed by the Contractor for carrying out the Works who is guilly of misconduct, or is incompetent or negligent in the proper performance of his duties, or whose presence on the Site is undesirable, and such person shall not again be employed on the Works without the permission of the Employer's Agent. 4.12. Contractor's superintendence ad2t 4.12.2 4.12.3 ‘The Contractor shail provide all necessary superintendence while carrying out the Works The Contractor, or @ competent and authorised agent or representative approved of in writing by the Employer's Agent (which approval may at any time be withdrawn in writing), hereinatter called the Construction Manager, shall be on the Site at all times when work is being performed, or wien the Employer's Agent shali, with reason, require his presence. ‘The Construction Manager shall have authority to receive, ‘on behalf of the Contractor, al oral or written communications from the Employer's Agent or the Employer's Agent's Representative or other person authorised by ihe Employer's Agent in terms of Clause 334. 20 Removal of incompetent ‘employees Contractor's superintendence Construction Manager Construction Manager to receive instructions© TIME AND RELATED MATTERS 1 Time calculations 11 Except where otherwise provided in the Contract, where a specific time-span is stipulated in the Contract for carrying ‘oul any task, of for the termination of any right, or the duration of any event or circumstance, © 111 The special non-working days set out in the Contract Data that fall within the said time-span, as well as 112 The day on which the time-span commences shall be excluded from the calculation of the time-span concerned. 2 Commencement of the Contract 21 The Contract shall commence on the Commencement Date. 5.3 Commencement of the Works 541 Upon the Employer's Agent's instruction the Contractor all, save as may be otherwise provided in the Contract, or be legally or physically impossible, commence carrying out the Works. Such instruction shall be subject to the submission by the Contractor, and approval by the Employer's Agent, of documentation required before commencing to carry out the Works, as set out in the Contract Data 532M the documentation referred to in Clause 5.3.1 is not submitted within the number of days stipulated in the Contract Data from the Commencement Date, or is found to be unacceptable, the Employer may terminate the Contract in terms of Clause 9.2 a Time calculations Commencement of the Contract Commencement of the Works Unacceptable ‘documentationif the Employer's Agent’s instruction io commence carrying out the Works, or to resubmit documentation, ‘s riot received by the Contractor within 7 days from the actual date of submission of the documentation referred to in Clause 5.3.1, commencement of the Works shall be taken to be on the expiry of such 7 days. 5.4 Access to the Site 544 542 543 The Employer shall, upon the Employers Agent's instruction to commence carrying out the Works referred to in Clause 6.3.1, give to the Contractor right of access to the Site, the location of which is stated in the Site Information {including physical access to the extent stipulated in the Site information) and possession of the whole of the Site subject to any provision to grant the Contractor possession of the Site in portions andiar any requirements as to the order in which the Works shall be carvied out, all as stipulated in the Site information. If the access to and possession of the Site referred to in Clause 5.4.1 shall not be exclusive to the Contracter, such limitations shall be set out in the Contract Data If the Contractor suffers delay to Practical Completion andfor incurs proven additional cost from failure of the: Employer to give possession in accordance with the terms of this Clause, the Contractor shall be entitled to make @ claim in accordance with Clause 10.1, for which purpose the time limit of 28 days provided in Clause 10.1.1.4 shall commence to run only from the time when possession of the Site has actually been given 5.5 Time for Practical Completion 561 Subject to any requirement in the Contract as to the Practical Completion of any portion of the Permanent Works before Practical Completion of the whole, the 22. Time to instruct commencement of the Works Access to and possession of Site Access not exclusive Delays in giving possession Time for Practical Completionhe whe » of the Works shall be completed by the Due Completion Date. Programme Helore commencing with the Works in accordance with 1, the Contractor shall deliver to. the Tmployer’s Agent as part of the documentation required, ial programme in terms of which he will carry out the Works in order to meet the Due Completion Date. Should | become clear that the approved programme does not tollect the actual progress to meet the Due Completion Date, the Contractor shall deliver to the Employer's Agent 11 adjusted programme. Iho initial programme and all subsequent adjusted 's shall show and, when relevant describe in ‘ail, the entire extent of the work to be carried oul, micluding, bul not limited to The Commencement Date, commencement of the Werks, Due Completion Date, and the planned completion date, The sequence, timing and resources for carrying out the Works, \ The dates for Site accesses and possessions, \pprovals, instructions, inspections, tests and all information required to carry out the Works, 4 The events that influence the carrying out of the Works, including float and the Contractor's time risk allowances, » Other programming information set out in the Scope of Work, §026 — Adelailed cash flow forecast, and 23 Programme of Works Contents of the programme5627 5.63 5.64 5.64.1 5.6.4.2 565 On adj achieved for the various parts of the Works and the sied programmes, the actual progress amounts pad The Eniployers Agent shall, within 7 days after the Contractor has submitted the initial or adjusted programme, approve such programme or, giving his seasons, instruct the Contractor to amend it, failing which, lhe submitted programme shall be considered to be the approved programme. The programme and the cash flow forecast shall be subject to review on a monthly basis. If so instructed by the Employer's Agent, the approved programme and/or cash flow forecast shall be adjusted by the Contractor When it no longer retlects that the actual progress will meet the Ouse Completion Date in which case the approved programme is suspended, or When 2 specific probable future event or circumstance may increase the Contract Price or delay carrying out the Works. The submission to and approval by the Employer's Agent of such programme, or its adjustment, or the delivery of any relevant particulars, shal{ not relieve the Contractor of any of his duties or responsibilities under the Contract 5.7 Progress of the Works 57.4 If the rate of progress of the Works, or any part thereof has fallen behind the approved orogramme, the Employer's Agent may notify the Contractor in writing, with specific reference to this Clause. If there is no approved programme the Employer's Agent shall make his own assessment of the progress before notifying the Contractor The Contractor shall thereupon take the necessary steps to expedite progress to complete the 24 Approval of the programme Review and adjustment of the programme Approval means no solief of Contractor's, responsibilities Rate of progressWorks, oF the said part thereof, by the Due Completion Dato. Such steps shall be subject to the approval of the {mployer's Agent, which approval shall not be unreasonably withheld. The Employer's Agent may tutruct the Contractor to submit an adjusted programme accommodate the steps agreed upon to meet the Due Completion Date, No msttuction by the Employer's Agent to the Contractor lo improve his rate of progress in this regard will qualify for ‘lultional compensation. | tospect of any action arising from Clause 5.7.1, if the watk 1s nol being carried out by day and by night and the Contactor requests permission to work by night as well as by day then, if the Employer's Agent grants permission. (he Contractor shall not be entitled to any additional payment for night work and all such work shall be carried oul without 6 ssive noise and disturbance. I such an event the proven additional attendance cost incuuiod by the Employer's Agent or the Employer in «cading to the Contractor's request, shall be deducted by the Employer's Agent from the Contract Price. Ihe Contractor indemnifies the Employer against any Niabilty resulting from noise, or other disturbance created, I tho work is carried out at night Tho Employers Agent may request the Contractor to wuibmil, or the Contractor may submit to the Employer's Agont, a revised programme and cost, determined in aecordance with Clause 6.4, for accelerating the rate of progress to achieve Practical Completion before the Due Completion Date. If accepted by the Employer, the Due Completion Date shall be adjusted accordingly and the conditions for payment of cost shall be agreed in writing by the Employer's Agent, 25 Night work Acceleration5.8 Non-working times 584 5844 58.12 581.3 5.8.14 582 None of the Works shall be carried out between sunset and sunrise and on the ren-working and special non: working days stated in the Contract Data unless: The Employer's Agent's written permission is. obtained, subject to such conditions as may be laid down by the Employer's Agent Provision is specifically made for such work in the Contract, It is customary to carry out the work concemed by multiple shifts, or Work is unavoidable or necessary to save life or property, of for the safety of the Werks written notice, with supporting particulars, shail be given io the Employers Agent whenever the Contractor proposes to carry out any work during non-working times. 5.9 _ Instructions 59.1 59.2 5.9.3 On the Commencement Date, the Employer's Agent shall deliver to the Contractor copies of the drawings and any instructions required for the commencement of the Works. The Employer's Agent shall deliver to the Contractor from time to time, during the progress of the Works, drawings for construction purposes, or instructions as shall be necessary for the proper and adequate construction, completion and defect correction of the Works, The Contractor shail give adequate written notice te the Employer's Agent of any requirements additional to that contained in the Scope of Werk or drawings, which the Contractor may require for carrying out the Works and the 26 Non-working times Notice for work during non-working times Drawings and instructions Further drawings and \structions Contractor to give notice timeouslying id + Agent shall deliver such instructions and/or drawings to the Contractor. structions and/or drawings referred to in Clause 5.9.3 shall be delivered in good time taking the proved programme into account Iho Contractor shall give effect to and be bound by any iawing or instruction given in terms of this Clause and, if ich drawing oF instruction shall require any variation of, ‘tuition to, oF emission from the Works, Clause 6.3 shall apply 1 by reason of a failure by the Employer's Agent, after his Hocoipl of written notice from the Contractor in terms of Clause 5 9.3, to comply in good time with the provisions of Clause 5.9.4, the Contractor suffers delay to Practical Completion andior incurs proven additional cost, he shall he entitled to make a claim in accordance with Clause 101, for which purpose the time limit of 28 days in Clause 10.111 shall commence to run only from the time when the sald instructions and/or drawings have actually been dolivored. Il the Contract expressly provides for the preparation by the Contractor of designs and details of any work to be suuppliod, he shall, taking account of the approved progtamme, in good time submit for approval by the TL mployer’s Agent, drawings giving full details, dimensions und particulars, together with all relevant information and b1¢ting OF operating instructions (if any) and shall obtain Iho Employer's Agent's written approval, in accordance wilh the said programme, before commencing the work Once any such drawing has been approved by the Employer's Ag it, it shall not be departed from in any way ‘xcept with the written consent of the Employer's Agent. ar Documents to be provided timeously Contractor to give effect to drawings etc Employer's Agent's failure to comply timeously Employer's Agent to approve Contractor's designs and drawings6.10 Delays attributable to the Employer 5.10.4 The Contractor may, in writing ta the Employer's Agent, Delays attributable to demand compliance within a staled time by the Employer the Employer with the terms of the Contract, which terms shall be specified in such demand. If the Contractor suffers deiay a to Practical Comptetion and/or incurs proven additional ‘ cost from failure or delay on the part of the Employer, his agents, employees or other contractars (not employed by the Contractor) in fulfiling any necessary obligations in order to enable the Works to proceed in accordance with the Contract, the Contractor shall be entitled to make a claim in accordance with Clause 10.1, for which purpose s the time limit of 28 days provided in Clause 10.1.1.1 shall i commence to run only from the time when compliance with the said terms has actually taken place. 5.11 Suspension of the Works 5.11.1 The Contractor may, after giving fourteen (14) days Suspension of the written notice to the Employer, with a copy to the Works by Contractor Employer's Agent, (with specific reference to this Clause) suspend the progress of the Works where the Employer's Agent or the Employer has failed in lems of Clause 6.10.4 to 5.11.11 Deliver a payment certificate, or 5.11.1.2 Make full payment of the amount certified in the payment cetificate without prejudice to the Contractor's other rights under this Contract or by law. 5.11.2 The Contractor shall, on the written order of the Suspension of the Employer's Agent stating the cause for suspension, Works by Employer's suspend the progress of the Works, or any part thereof, Agent for such time or times and in such manner as. the Employer's Agent shall order. 28Wa bu 1 tho. suspension, the Contractor shall properly proloet the Works as far as is necessary, Ht Unless such suspension or alteration is otherwise provided for in the Contract, or by reason of some default v1 breach of the Contract by the Contractor, the Conti jor shall in respect of delay to Practical Completion and/or to proven additional cost as a result of (he suspension, be entitled to make a claim in accordance with Clause 10.1 115 IF the progress of the Works is suspended in terns of 5.11.1 and full payment is received of the amount cottitied in the payment certificate, the Contractor shall proceed with the Works within seven days of receiving such full payment such payment is not received within 84 days following iho Employer's receipt of the written notice of suspension, Contractor may treat the non-payment as a ‘epudiation of the Contract, in which case Clause 9.3 shall apply ‘110-1 the progress of the Works, or any part thereof, is wispended in terms of Clause 5.11.2 for more than 84 ‘lays in tolal, the Contractor may deliver a written notice to ‘ho Employer’s Agent requiring permission to proceed with the Works, or that part thereof in respect of which progress is suspended. | such permission is not granted within 28 days after the Employer's Agent's receipt of the written notice, the Contractor may, by a further written notice to the Fmployer, elect to treat the suspension, where it affects only part of the Works, as an omission of such part under Clause 6.3 or, where it affects the whole Works, as a 29 Protection of the Works during ‘suspension Claim as a consequence of suspension Proceeding with the Works after payment Suspension lasting more than 84 daysrepudiation of the Gontract by the Employer, in which case Clause 9.3 shall apply. 5.12 Extension of time for Practical Completion 5.12.1 8.122 IF the Contractor considers himself entitled to an extension of time for circumstances of aay kind whatsoever which may occur that will actually extend Practical Completion of the Works beyond the Dye Completion Date, the Contractor shall claim in accordance with Clause 10.1 such extension of time as is appropriate, Such extension of time shall take ‘0 account any special non-working days and all relevant circumstances, including concurrent delays or savings of time which might apply in respect of such claim Withoul limiting the generally of Clause 5.12.1, the circumstances referred ta in that Clause include: 5.42.2.1 The amount and nature of additional work, 12.2.2. Abnormal climatic conditions, 5.12.2.3 Any provision of these Conditions which allows for an extension of time, and 5.1224 Any disruption which is entirely beyond the 5123 5.124 Contractor's control. If an extension of time is granted, the Contractor shal be paid such additional time-related General Items, including for special non-working days, if applicable, as are appropriate regarding any ather compensation which may already have been granted in respect of the circumstances concerned. Instead of granting extension of time, if feasible, the Employer's Agent may request the Contractor to accelerate the rate of progress to achieve Practical 30 Extension of time for Practical Completion ‘Some reasons for extension of time Relevant adjustments to General Items. ‘Acceleration instead of extension of timeCompletion without extension of time and determine the ont for payment of such acceleration in accordance with Clause 6.4 11) Penalty for detay 11 1 the Contractor fails to complete the Works to the extent which onlilles him fo receive a Certificate of Practical Completion in terms of Clause 5.14.2, by the Due Completion Date, the Contractor shall be liable to the {mployer for the sum stated in the Contract Data as a ponalty for every day that elapses between the Due Completion Date and the actual date of Practical Completion, including special non-working days. {ho imposition of such penalty shall not relieve the Contractor from his obligation to complete the Works, or hom any of his obligations and liabilities under the Contract N12 IL before the issue of the Certificate of Practical Completion of the whole of the Works, any part of the Works has been’ ©1121 Certified by the Employers Agent as complete in torms of a Certificate of Practical Completion, or Occupied or used by the Employer, his agents, employees or other contractors (not employed by the Contractor), ‘ho penalty for delay shall be reduced by an amount which ‘ determined by the Employer's Agent to be appropriate in the circumstances. 5.14 Completion ' 14.1 The Contractor shall be entitled to receive a Certificate of Practical Completion when the Works have been 3 Penalty for delay Reduction of penalty Practical Completion TEE5.14.2 514.3 5.14.3. compleied {o the requirements for achieving Practical Conipletion 2s set out in the Contract Data When the Works ar@ about lo reach the said stage, the Contractor shall, in writing, request a Certificate of Practical Completion and the Employers Agent shail, within 14 days after receiving such request, issue fo the Contractor a written fist setting out the work to be completed to justify Practical Completion. Should the Employer's Agent not issue such a list within the 14 days. Practical Completion shall be taken as achieved on the Due Completion Date; o, if a penalty is imposed in terms of Clause 5.13, on expiry of the 14 days If the Contractor does not request @ Certificate of Practical Completion if the Works reach Practical Compietion before the Due Completion Date, Practical Completion shall be considered achieved on the Due Completion Date. As soon as the work referred to in the list issued In terms of Clause 5.14.1 has been duly completed, the Employer's Agent shall deliver to the Contractor and to the Employer a Certificate of Practical Completion together with a further written list setting out the work to be completed to justify completion. Upon the issue of the Carlificate of Practicat Completion: 4 The Works shall be considered completed for the purposes of Clause 6.13.4, and 6.14.32 The Employer shall be entilled to take occupation of the Works, provided that the Contractor is given access to complete the Works in terms of the Contract Issue of Cerificate of Practical Completion Consequences of Practicat Completionon otis The work refered to in the further list issued in foo) Hhwse 5.14.2 has been duly completed, the i coptoyers: Agent shall deliver to the Contractor and the Fiopioce 4 Certhicate of Gampletion; eroctdedl thal the Employer's Agent shall be empowered to ve can cettiigale feaving any work and/or the hiv) of detecis, andior the clearing of the Site as “rival sherin, to be completed by a date stated in the Hhiv ah inl the Contractor shall be obliged to complete ok specilied by that date, Hioaht tee Contractor fail to complete the work by the pool lalate, the Defects Liability Period (if any) shall be fouled hy the amount of the additional time taken by ily + oiliaclar le complete the work specified, and the sous ul bluse 7.8.3 shall apply with the necessary Upon the tsne of a Certificate of Completion, unless vthe steno piwiied in the Contract | the perlormance guarantee, {if any), shall be returned Win 14 days to the Guarantor, Hie Detects Liability Period, if any. shall commence, +3 The telention shall be reduced to half in terms of Vlas 6 10.5, 1 Ihe possession of the Site shall revert to the Happier ane luau. of the Works in terms of Clause 8.6.1.1 sal Cases Ise Finpleyer bed not occupy the Works before the Due + shapl-len Date. BF the Employer takes occupation of the Silos Lintaie: the Bue Completion Date. the dale of such 33 Certificate of Completion Consequences of completion Occupation by the Employer51a? putlion shall be considered the Due Completion Date, Unless occupation is due to the Contractor's method of work, Ho in terms of the Contract Data stated for Clause 1.11.14, different dates of Practical Completion are specified in respect of different portions of the Works, the aforesaid provisions shail apply with the necessary adjustments in respect of each of such portions 5.18 Clearance of Site 5.16, ‘On completion of the Works the Contractor shall olear away and remove from the Site ali Construction Equipment, surplus materials, rubbish and Temporary Works of every kind and leave the whole of the Site and the Works clean and in a safe condition. All streams and watercourses shall be cleaned and restored to the condition as al the commencement of the Warks. 5.16 Approval 5.16.1 The Works shall noi be considered as completed in all fespects unfil a Final Approval Certificate nas beer delivered by the Employer's Agent to the Employer and the Contractor stating the date on which the Works were Completed and defects corrected, all in accordance with the Contract. Such Final Approval Certificate shall be delivered by the Employers Agent as soon as practicable after the ‘completion of the whole of the Works, or of the expiration of the Defects Liability Period, if such a period is Prescribed, or as soon thereafter as any works ordered during such period pursuant to Clauses 5.14.4, 7.7 and 78 shall have been completed in accordance with the Contract. Full effect shall be given to this Clouse, notwithstanding ary previous entry on the Permanent 24 Different dates of Practical Completion Clearance of Site on completion Final Approval Certificatewoul ot the taking possession of working in or using Heron on suny part thereof, by the Employer; presided that lhe issue of the Final Approvai Certificate ‘all Hof be» condition precedent to the payment to the ‘vukaclor of Ihe second half of the retention money in » cruslanee with Clauses 6.10.5.1 and 6.10.5.2. Ho comficale other than the Final Approval Certificate retetied ler in Clause §,16.1 shalt constitute approval of hw Works, oF shall be taken as an admission of the due sreturmmince of the Contract or any part thereof, nor shal! wiv ollier certificale exciude or prejudice any of the prone of he Employer's Agent the Contiactor's liability for any latent defects shall cuninilie: heyand the date of the Final Approval Certificate ful te Employer shall have ao claim against the Conltactot arising out ef any latent defect which first stabilsts ilself later than the period, stated in the Contract Fhvla aller the issue of the Final Approval Certificate in tome. ul this Clause, Approval only by Final Approval Certificate Latent defects liability6. PAYMENT AND RELATED MATTERS, 61 Payment to Gontractor 6.1.1. As consideration for the construction, completion and Payment to Contractor defect correction of the Works, the Employer shall pay the Contractor in terms of the provisions of the Contract. 6.2 Security 62.1 The Contractor shall deliver to the Employer's Agent, as Delivery of security part of the documentation required before commencing with the Works in accordance with Clause 5.3.1, at his cost, the type of security for the due performance of the Contract, as selected in the Contract Data. 6.2.2 lf the Contractor fails to select the security to be provided, Contractor failing to or if the Contractor fails to provide the selected security select or provide within the time period stated in Clause 5.3.2, or if the security performance queraniee shall difter substantially from the pro forma, it shall legally be deemed that the Contractor has selected s security of ten per cent retention of the value of the Works without limiting the Employer's right to terminate the Contract in terms of Clause 9.2 6.2.3. If the Contractor has selected a performance guarantee Validity of performance as security, he shall ensure that it remains valid and guarantee enforceable until the Certificate of Completion is issued, The performance guarantee shall specify an expiry date, and if the Contractor has not become entitled to receive: the Certificate of Completion of the Works by the date 28 days prior to the expiry date, the Contractor shall extend the validity of the performance guarantee until such time that the Works have been completed,Aashalions al any line before the issue of the Certificate of wypiction the Employer's Agent shall require any ctor ‘visite af The form, quality oF quantity of the Works, oF yy pall Ihcinof that may be necessary, or for any reason yivininte he shalt have power to order the Contractor Fost ony al the following: 1 fiir fF decrease the quantity of any work nicluntod in the Contract, , ‘ionl any such work, provided it is not te be carried bul hy semeone else, 18 Change the character or quality of any such work, Ihe levels, lines, position and dimensions of ny parl of the Works, . Fany out additional work of any kind necessary for the vcnipletion of the Works, and et tange the specified or approved sequence or nella ot onstruction, Ho cuch vatiihon shall in any way vitiale or invalidate the ‘onto Tait the value, if any, of alt such variations shall I labew ilo account in ascertaining the amount of the ‘ 1) iwi watialion shall be made by the Contractor vihoul wnitlen order by the Employer's Agent in which it bo Tater! te hie a "Variation Order's peccibed that | li tie Contactor, as soon as possible, but within voct days atler receiving an oral order, or a written cuter whic he contends to be a Variation Order, 9 Variations Orders for variations to be in writingconfirms, in writing to the Employer's Agent that itis indeed @ Variation Order, and such confirmation is not contradicted, in writing, by the Employers Agent to the Contractor within seven days of receipt thereof, il shall fegatly be deemed to be a Variation Order within the meaning of this Clause. If the Contractor fails to confirm such order within the seven day period, such order shall not he a Variation Order. 6.3.3. No increase or decrease in the quantity of any work, set out in the Bill of Quantities for a Re-measurement Contract, where such increase or decrease is not the result of a Variation Order given under this Clause but is. the result of the quantilies exceeding, or being less than those staled in the Bill of Quantities, shall be @ variation to which this Ciause applies and no order in writing shall be requited therefor. 6.4 Value of variations 6.4.1 The value of all Variation Orders shall be calculated by the Employer's Agent in accordance with the following principies: 6.4.4.1 Where work is of @ similar character and carried out under similar conditions to work priced in the Pricing Data, it shall be valued at such rates and/or prices (including General Items) contained therein as may be applicable; 6.4.12 Where work is not of @ similar character or is not carried out under simitar conditions, the rates and/or prices in the Pricing Data shall be used as the basis for valuation as far as may be appropriate, 64.13 Where work cannot reasonably be valued in accordance with Clauses 6.4.1.4 of 6.4.1.2, the value arising from all expenditure, including profit, 8 Changes in quantities Valuation of variationshecessary for carrying out the werk shall be skelermined after due consultation by the Employer's Ayent with the Employer and the Contractor: or 1 ly tespeot of additional or substituted work, the J mployer's Agent may issue an instruction that the work shall be carried out on a daywork basis in terms Hf Clause 6.5. Hho L mployers Agent shall, within 28 days afler issuing the Yanation Order, or such other period as may be wierd berween the parties, in writing, deliver to the Lovliactor and the Employer, in writing, the valuation of he Vatiation Order and apply this valuation in certifying sinnimisi payable to the Contractor, without prejudice to Hic Contiaetor’s right to raise a dissatisfaction in terms of Hae 102 } + I the Longiloyer's Agent's valuation is not received by the | onitatlot within the time referred fo in Ciause 6.4.2 the 1s ‘ouliwckn may in respect of the delay 10 Practical Inpletion andlor to proven additional cost of giving eter! ti the Variation Order, be entitled to make a claim ur ye ondsinee with Clause 10.1 Ws Tayworkes fot lh ouatlor io be carried out on a daywork basis: 11 The Contiaetor shall be paid for such work under the Jiewtslons sel out in the daywork schedule included in 1ln Pacing Data and at the rates andfor prices stated tienen 1 liv Hh sities ¢ of a daywork schedule, and for items. noni fuded in the daywork schedule, the Contractor Lia he paid the aggregate of 39 Delivering and applying the valuation Delay in delivering valuation Basis of payment for dayworks6512 6512 6.5.1.2 65.13 65.2 6.5.3 1 The grass remuneration of the workmen, and of any foremen, for the time they are actually engaged in tie work concerned, 2 The net cost of the materials actually used in the comploled work, 3 The percentage allowances, stated in the Contract Data, in respect of the said remuneration of workmen and the cost of materials, which allowances shall be hele! to cover all charges for the Contracter’s and subcontractor's _ profits, timekeeping, clerical work, insurance, establishment, superintendence and the use of hand tools, and 4 An amount in respect of Construction Equipment calculated as provided for in Clause 6.5.1.3. ‘The use of Construction Equipment shall be charged ona tir ie basis at the rates stated in the Pricing Data, faiing which at rates to be agreed between the Contractor and the Employer's Agent or, failing agreameni, to be determined by the Employer's Agent on the basis of ruling Consiruction Equipment hire rates, It required by the Employer's Agent, the Contractor shall, before ordering material, submit to the Employer's Agent quotations for the same for his approval, which approval shall not be unreasonebly withheld, anc shall submit to him such receipts or other vouchers as proof fer the amounts paid. The Contractor shall, during the continuance of all work carried out on a daywork basis, deliver each day fo the Employers Agent, or the Employer's Agent's Representative, a list of the exact occupation and time of all workmen and foremen employed on such work and a 40 Quotations for materials Details to be recordedClsiuent showing the deseription and quantity of all onleuak cit Construction Equipment used therefor Ho thant tools the cost of which is covered by the porenkijs addition in aeeordance with the daywork bedteb my terms. of which payment for daywork is soley MW voneet and agreed upon by the Employer's ie othe Lniployer's Agent's Representative, and the val tu the Employer's Agent or the Employers native shall sign the copies of each list vol latement and return such copies to the Contractor Minit ovr working day of carrying out the work. fo the: yuurgsose of each monthly certificate referred to in Fiwee 0.10.1, the Contractor shall deliver to the Hinployeis Agent a priced statement of the labour, veaiatak. nd Construction Equipment used (except as Prcembed in Clim 6.5.3) and the Contractor shall not be ‘uhile fo any payment for the daywork concerned unless vy aisil ich slalement has been properly rendered and vipentoad Ly one copy of each of the signed lists and Foleo ibs inferred to in Clause 6.5.3 40 Hgeivisduhual sums and prime cost sums f6 4 i ony jeuvedioneal sum is set out in the Pricing Data and the voll lo which the provisional sum relates has been porns by the Employer's Agent and is: fh) FC oui oul by the Contractor, it shali be valued and je for i aascordance with the terms of Clause 6.4, be 5 <4 sunt oul by a subcontractor appointed in terms of © Lanse 4, the Contractor shall be paid the sum, or orded Wi put, or due to be paid by him to the is antiactor, plus either: ain 2 conmission on the sum, or sums paid, or due to hw paid tn the subcontractor by the Contractor or a1 Dayworks statement Provisional sumsIhe Employer, at the percentage stated by the Contractor in his Pricing Data, or failing such statement at 7.5 per cent, or 66122 ithe Contractor in the Pricing Data has added to 66.2 663 664 the provisional sum concerned a sum in respect of charges and profits, a pro rata amount of such stun, added in the proportion that the amount paid to the subcontractor by the Contractor or the Employer bea's to the provisional sum ‘Where a prime cost sum is provided in the Pricing Data to cover the cost price of certain goods, services or materials to be supplied under the Contract, the amount to be paid therefor to the Contractor shall be the actual price payable by him, in substitution for the prime cost ‘sum, together with any charge included by the Contractor in the Pricing Data to allow for labour, profit, carriage, storage, establishment and other costs related to such goods, services or materials. Expenditure in connection with provisional and prime cost sums and under the contingency allowance (if any) shall be solely at the discretion and on the instruction of the Employer's Agent. Any parts of the amounts provided in the Pricing Data which are not expended shall not be included in the Contract Price, The Contractor shalt produce all invoices, vouchers anc receipts in respect of paymenis made by him in connection with provisional or prime cost items when he requires payment for these items, 6.7 Measurement of the Works 674 The quantities set out in the Bill of Quantities for a Re-measurement Contract are the estimated quantities of the work and they are not to be taken as the actual and a2 Prime cost sums Provisional/prime cost ‘sums and contingency allowance ‘Supporting documents Quantities3 cost gency H oxraihies: ol the Works to be gartied out by the fost in tulfment of his obligations under the weet Agent shall ascertain and determine the sue of the Wonks but, when required to do so by the 1 Agent, he Contractor shall measure the work yeu ful diving each month and the materials on Site eH hall deliver to the Employer's Agent a supporting ‘eweat with his monthly statement in terms of Clause (401 hiwing the said measurements and the relevant sucunh jd, ot payable by him for such materials, and s required by the Employer's Agent Hoof suployer's Agent shall, when he wishes to make any bcraneniol un the Site, oF requires any parts of the Lok iy Le measured in his presence, give notice of this Fos cistot the date and time at which he will be present She Gontiacior who shall silent at send a qualified agent to assist the J splayei's Agent in making such measurement, ot to ‘ahs such measurement in the presence of the Uiindoyer's Agent, and }svbkh Ml particulars required by the Employer's mayen 14h onliaetor, despite being required to de so, fails fecaibinil a supporting statement in terms of Clause Fillet! or send Bis agent when given such notice srlone, of Clause 6.7.3, He ninsruieinent made by the Employer's Agent, or Hier by hin shail be taken to be the correct pw ounstscat of the work for the purpose of the payment 43 Work to be measured Employer's Agent's intention to measure: Contractor's failure to comply675 certificate in respect of which the measurement has been made. All the work shall be measured in accordance with the provisions of the Priving Data 6.8 Adjustment in rates andior prices 684 682 683 684 Except as provided in this Clause, or elsewhere in the Contract, the rates andfor prices staled in the Pricing Data shall be final and binding throughout the period of the Contract, We the Contract Data provides for the application of a Contract Price Adjustment Factor, the value of certificates tssued in terms of Clause 6.10.1 (excluding the value of those special materials referred to In Clause 6.8.3) shail be increased or decreased by applying a "Contract Price Adjustment Factor” calculated acoording to the formula and the conditions set out in the Contract Price Adjustment Schedule. If price adjustment for variations in the cost of special materials Is provided! for in the Contract Data, it shall be: made in the manner set out in the Contract Price Adjustment Schedule Hat any lime within 28 days before the closing date tor tenders of thereafter, any Act of Parliament, Ordinance, Regulation or By-law of any local or other statutory authority is amended and this results in additional, or reduced cost to the Contractor in respect of carrying out the Contract (ether than in terms of Clauses 6.8.2 and 6.8.3), such additional or reduced cost shall, after due consultation between the Employer and the Contractor, be determined by the Employer's Agent and shall be added to or deducted from the Contract Price and the Employer's Agent shall notify the Contractor accordinaly. 4a. Method of measurement Rates and prices final and binding Application of the Contract Price Adjustment Factor Variation in cost of special materials ‘Subsequent changes in legislationofices final of the Factor changes in Her opy tutte Linployer, Hovpol Mant and materials HP Lant ound inatertal Houghton lo the Site by of on behalf of the Scatton ton on hates oF stored al places other than the Site, vf cuted an writing, by the Employer and the ) silos ut to be govemed by this Clause, {oil ouierctitely on delivery to the Site or, in the case of V1 aint inatenals not on the Site, immediately on the Nein ul the said written agreement, legally be tosE ty hows hecome the Employer's property and to fore bora detnered to the Conlractor to be held by him hulle the F nyployer. cleton “materials used in this Clause shali ‘le ol eonstruction materials, commodities, telnin. tixkures, equipment and appliances all of io 1eone te be moorporated in the Works he outtactor shall hold, of cause to be held, on behalf fib Taupluyey as owner, and be responsible for the care J all 1he link and: materials referred to in Clause 6.9.1 fet toll the case of Plant and materials referred to in Fern 14101 take such steps as the Employer's Agent failover In iduniy the Plant and materials as being the pethe at the Prployer [ho optiilor shall not remove from the Site any such / tot onl nutietials which are on the Site, or which are Fessiht hav flan such place of fabrication or storage, {hall ill such Plant and materfals exclusively for vayouiien in the Permanent Works. 45 ‘Vesting of Plant and materials Definition of "materials" Identification of Plant and materials Prohibition on removal of Plant and materials