[合同协议]第5章 合同专用条款-英文

[合同]第5章 合同专用条款-英文 Volume I Section 5. Part II ---- Special Conditions of Contract STANDARD SPECIAL CONDITIONS OF CONTRACT The following Standard Special Conditions of Contract shall supplement the General Conditions of Contract. Whenever there is a conflict, provisions herein shall prevail over those in the General Conditions of Contract. Definitions and Interpretation Replace 1.1 (a) (i) in its entirety with: Definitions 1.1 (a) The “Bank” includes the International Bank for Reconstruction and Development (IBRD) and the International Development Association (IDA). (i) The Employer is the party stipulated in the Appendix to Bid. The Employer may nominate a Procurement Agent to act on its behalf under the Contract. If so, the name of such procurement Agent and the extent of the authorization, such as handling Arbitration and commercial affairs, offered by the Employer will be listed in the Appendix to Bid. (iv) The Engineer is the Party stipulated in the Appendix to Bid. Amend subpara. (a) (iv) also by adding the following words after the word “Conditions”: “or any other competent person appointed by the Employer, and notified to the Contractor, to act in replacement of the Engineer.” Add the following new definition to (a): (vi) “Contractor?s Authorized Representative” means the person designated by the Contractor to act for the Contractor in all actions under this Contract. (vii) “Skilled Labor” means persons having knowledge to lay out and supervise work of a complete character and includes equipment operators. (viii) “Unskilled Labor” means persons performing manual work with common hand tools. Amend subpara. (b) (v) of Sub-Clause 1.1 by adding the following words at the end: (b) (v) “The word „tender? is synonymous with „bid? and the words „Appendix to Tender? with „Appendix to Bid?, and the words „tender documents? with „bidding documents?.” (vii) Delete the words “(if any)”. Add new definitions at the end of Sub-Clause 1.1 as follows: (h) (i) “RMBY” or “Yuan” is the denomination of Renminbi Yuan, the currency of PRC. (ii) CHINA is the People?s Republic of China (abbreviated as PRC or PR China). Engineer and Engineer?s Representative Engineer?s Duties 2.1 With reference to Sub-Clause 2.1 (b), the following and provision shall also apply: Authorities The Engineer shall obtain the specific approval of the Employer before taking any of the following actions specified in Part I: (a) consenting to the subletting of any part of the Works under Clause 4; (b) certifying additional cost under Clause 12; (c) determining an extension of time under Clause 44; (d) issuing a variation order under Clause 51, except: (i) in cases of emergency which, in the Engineer?s opinion, involve safety to life, limb, or the Works, or of adjoining property or otherwise requires immediate action to protect the Employer?s interests, the Engineer is authorized to issue such orders as deemed necessary for the period of the emergency and the Contractor shall execute all such work or to do all such things as may, in the opinion of the Engineer, be necessary to abate or reduce the risk. The Contractor shall forthwith comply, despite the absence of the approval of the Employer, with any such instruction of the Engineer. The Engineer shall determine an addition to the Contract Price, in respect of such instruction, in accordance with Clause 52 and shall notify the Contractor accordingly, with a copy to the Employer. (ii) if such variation would increase the Contract Price by less than the amount stated in the Appendix to Bid; or (e) fixing rates or prices under Clause 52; or (f) authorizing significant design changes, those which would affect the basic function or capacity of the design feature. Assignment and Subcontracting Add one new Sub-Clause 4.3 as follows: Domestic 4.3 If the Contractor consists of a joint venture of domestic and Preference foreign firms which is awarded the contract through the application of the 71/2-percent domestic preference, the Contractor shall not, without express approval of the Employer, modify the profit and loss distribution and work-sharing characteristics of the joint venture with which it satisfied the criteria of eligibility for being awarded the Contract with the application of the domestic preference. Contract Documents Replace Sub-Clause 5.1 in its entirety with: Language/s and 5.1 The Contract shall be drawn up in English. If the said Law documents are translated in more than one language, English is the language according to which the Contract shall be construed and interpreted and is therein designated the “Ruling Language”. However, contracts entered into with local bidders (excluding joint ventures between local and foreign firms) may, at the Employer?s option, be in Chinese, which shall be the governing language for such contracts. The law governing the Contract shall be the current law of the People?s Republic of China and the Contract shall be according construed. Priority of 5.2 Delete the documents listed 1-6 and substitute: Contract (1) the Contract Agreement (if completed); Documents (2) the Letter of Acceptance; (3) the Bid and the Appendix to Bid; (4) the Conditions of Contract, Part II B (if any); (5) the Conditions of Contract, Part II A; (6) the Conditions of Contract, Part I; (7) the Specifications; (8) the Drawings; (9) the priced Bill of Quantities; and (10) other documents, as listed in the Appendix to Bid. Permanent Works 7.2 Add one new paragraph (c): Designed by (c) The Engineer shall reply within 35 days from the date Contractor of submission of the Contractor?s design giving approval and/or comments of such submission. The Contractor shall amend his design and drawing in accordance with the Engineer?s comments and approvals before re-submission, if necessary. Without the Engineer?s approval the Contractor shall not make any changes in the Contract. General Obligations Replace Sub-Clause 10.1 in its entirety with: Within 28 days after the receipt of the Letter of Acceptance, Performance 10.1 the Contractor shall provide security for its proper Security performance of the Contract to the Employer with a copy to the Engineer. The Performance Security shall be in the form of a bank guarantee, specified in Section9. Appendix to Bid states the percentages of the Contract Price to be used in determining the amount of a bank guarantee which shall be issued; (i) by a bank registered and operating in the People?s Republic of China, (ii) by a foreign bank acceptable to the Employer through a Chinese Bank. The Performance Security shall be denominated in the types and proportions of currencies in which the Contract Price is payable. The cost of complying with the requirements of this Clause shall be borne by the Contractor. Without limitation to the provisions of the preceding paragraph, whenever the Engineer determines an addition to the Contract Price as a result of a change in cost and/or legislation or as a result of a variation amounting to more than 25 percent of the portion of the Contract Price payable in a specific currency, the Contractor, at the Engineer?s written request, shall promptly increase the value of the Performance Security in that currency by an equal percentage. The Performance Security o a joint venture shall be in the name of the joint venture. Replace Sub-Clause 10.2 in its entirety with: The Performance Security shall be valid until a date 28 Period of 10.2 days from the date of issue of the Taking-Over Certificate. Validity of the The security shall be returned to the Contractor within 14 Performance days of expiration. Security Delete this Sub-Clause. Claims under 10.3 Performance Security Delete the original Sub-Clause 10.3 and substitute with: The cost of complying with the requirements of this clause Cost of 10.4 shall be borne by the Contractor. Performance Security Add one new Sub-Clause 11.2 as follows: Access to Data 11.2 Data made available by the Employer in accordance with Sub- Clause 11.1 shall be deemed to include data, if any, listed elsewhere in the Contract as open for inspection at the address stipulated in the Appendix to Bid. Program to be 14.1 Replace “in Part II of these Conditions after the date of Submitted Letter of Acceptance” in the first sentence with “in Appendix to Bid after the date of signing the Contract Agreement”. Replace Sub-Clause 14.2 in its entirety with: Revising the 14.2 The Contractor shall revise the Program of Works at not Program of more than three (3) month intervals including: Works (a) Charted monthly forecast of principal work quantities to be executed for the balance of the Works remaining to be done and (b) Projected schedule of payments to be made to the Contractor by the Employer. If at any time it should appear to the Engineer that the actual progress of the Works does not conform to the latest Program of Works to which consent has been given, the Engineer may request to revised program from the Contractor showing the modifications to such program necessary to ensure completion of the Works within the Time for Completion. Delete “within the time stated in Part II of these Conditions Cash Flow 14.3 after the date of the Letter of Acceptance,” in the first Estimate to be sentence and add as the final sentence: “the initial cash Submitted flow estimated shall be submitted with the program pursuant to Sub-Clause 14.1 within the number of days specified in the Appendix to Bid.” Add the following Sub-Clauses 15.2 and 15.3: Language Ability 15.2 If the Contractor?s authorized representative is not, in the of opinion of the Engineer, fluent both in English and Contractor’s Chinese, the Contractor shall have available on Site at all Representative times at least one competent interpreter to ensure the proper transmission of instructions and information. A reasonable proportion of the Contractor?s superintending Language Ability 15.3 staff shall have a working knowledge of Chinese or the of Contractor shall have available on Site at all times a Superintending sufficient number of competent interpreters to ensure the Staff proper transmission of instructions and information. Amend Sub-Clause 20.4 to read as follows: Employer’s 20.4 The Employer?s risks are: Risks (a) insofar as they directly affect the execution of the Works in The People?s Republic of China where the Permanent Works are to be executed: (i) war, hostilities (whether war be declared or not), invasion, act of foreign enemies; (ii) rebellion, insurrection, or military or usurped power, or civil war; (iii) ionizing radiations, or contamination by radioactivity from any nuclear fuel, or from any nuclear waste from the combustion of nuclear fuel, radioactive toxic explosive, or other hazardous properties of any explosive nuclear assembly or nuclear component thereof; (iv) pressure waves caused by aircraft or other aerial devices traveling at sonic or supersonic speeds; (v) riot, commotion or disorder, unless solely restricted to employees of the Contractor or of his Subcontractors and arising from the conduct of the Works. (b) loss or damage due to use or occupation by the Employer of any Section or part of the Permanent Works, except as may be provided for in the Contract; (c) loss or damage to the extent that it is due to the design of the Works, other than any part of the design provided by the Contractor or for which the Contractor is responsible and; (d) any operation of the forces of nature (insofar as it occurs on the Site or other locations in China directly affecting the performance of the Contract) which an experienced Contractor: (i) could not have reasonably foreseen, or (ii) could have reasonably foreseen, but could neither; (1) have reasonably taken measures against preventing loss or damage to physical property from occurring, nor (2) have reasonably insured against such loss or damage. Add the following words at the end of subparas. (a) and Insurance of 21.1 immediately before the last word of subpara. (b) of Works and Sub-Clause 21.1: Contractor’s “it being understood that such insurance shall provide for Equipment compensation to be payable in the types and proportions of currencies required to rectify the loss or damage incurred,” Amend subpara. (a) of Sub-Clause 21.2 by deleting the Scope of Cover 21.2 words “from the start of work at the Site” and by substituting therefor the words “from the first working day after the Commencement Date.” Add the following as Sub-Clause (c) under this Sub-Clause 21.2: (c) It shall be the responsibility of the Contractor to notify the insurance company of any change in the nature and extent of the Works and to ensure the adequacy of the insurance coverage at all times during the period of the Contract. Amend Sub-Clause 21.4 to read as follows: There shall be no obligation for the insurance in Exclusions 21.4 Sub-Clause 21.1 to include loss or damage caused by the risks listed under Sub-Clause 20.4 sub-paragraphs (a) (i) to (iv) of Part II A ---- Standard Special Conditions of Contract. Replace Sub-Clause 25.1 in its entirety with: The Contractor shall provide evidence to the Employers as Evidence and 25.1 soon as practicable after the respective insurances have Terms of been taken out, that the insurances required under the Insurances Contract have been effected and shall, within the earlier of : (a) 7 days prior to the Contractor?s start of activities for which the insurance is required, or (b) 84 days of the Commencement Date, Provide the insurance policies to the Employer. Such insurance policies shall be consistent with the general terms agreed prior to the issue of the Letter of Acceptance. The Contractor shall effect all insurance for which he is responsible with any insurance company operating in China, or with any eligible source insurance company, approved in advance by the Employer, and in terms approved by the Employer. Add the following Sub-Clause 25.5: The Contractor shall be entitled to place all insurance Source of 25.5 relating to the Contract (including, but, not limited to, the Insurance insurance referred to in Clause 21,23, and 24) with insurers from any eligible source country as defined in the Guidelines: Procurement under IBRD Loans and IDA Credits, which have been determined to be acceptable to the Employer. The Contractor shall permit the Bank to inspect the Inspections and 26.2 Contractor?s accounts and records relating to the Audit by the performance of the Contract and to have them audited by Bank auditors appointed by the Bank, if so required by the Bank. Add the following new Sub-Clauses to Clause 30: The Contractor shall arrange and bear all costs of any Construction 30.5 special permits required for extraordinary construction Traffic traffic on public roads. Local 30.6 The Contractor is encouraged to use local freight handling Transportation and transportation services to the greatest extent possible Services when transporting Construction Plant and materials to the Site. The Contractor shall enter into agreements with only those transportation organizations that are legally established in China for that purpose. Labor Add the following to the end of Sub-Clause 34.1: The Contractor is expected to employ Unskilled Labor and Engagement of 34.1 to the extent practicable and reasonable, Skilled Labor from Staff and within the People?s Republic of China. Labor The Contractor shall not, however, recruit its staff and labor from any persons in the service of the Employer or the Engineer. The Contractor shall be responsible for the return to the place of recruitment or to their domicile of all such persons as the Contractor recruited and employed for the purposes of or in connection with the Contract and shall maintain such person as are to be so returned in a suitable manner until they shall have left the Site or, in the case of persons who are not nationals of China and have been recruited outside China, shall have left China. Add the following new Sub-Clauses to Clause 34: As further specified in paragraphs (a) through (d) below the Contractor’s 34.2 Contractor shall, unless available and provided pursuant to Expatriate Labor Sub-Clause 34.1 and Sub-Clause 34.3, be responsible for and the recruitment, transportation, accommodation and Staff catering of any expatriate labor or expatriate staff (hereinafter “Expatriate Personnel”) required for the execution of the Works and for all payments in connection therewith: (a) The issuing of entry visas, exit visas, transit permits and residency permits for the Contractor?s foreign personnel and their families shall be subject to the relevant regulations of China. The Contractor shall be responsible for obtaining all necessary permits or visas from the appropriate authorities for Expatriate Personnel to enter into China. (b) The Contractor shall obtain the prior approval of the Employer to employ such members of foreign professional and supervisory staff as the Contractor considers desirable for the execution of the Works. When the approval of the Employer has been given in writing, the Contractor will be permitted to bring its agent and other skilled Expatriate Personnel into China under temporary visas for the duration of the Contract, and other visiting experts for shorter periods as agreed. (c) The written consent of the Employer is required prior to families of Contactor?s Expatriate Personnel entering into China. (d) The Contractor and its Sub-Contractors shall, in all dealings with their Expatriate Personnel, for the time being Employed on or in connection with the Works, pay due regard to all recognized festivals, official holidays and religious or other customs. The Contractor shall only enter into agreements or Obtaining Local 34.3 subcontracts for the supply of local labor (Sub-Clause 16.1 Labor and 34.1) with labor suppliers licensed for these purposes within China and a copy of the signed agreement or subcontract and any attachments thereto shall be provided by the Contractor to the Engineer. The Contractor shall increase or decrease wages and Wages for 34.4 salaries for its local Employees in accordance with any Local Labor changes in the laws and regulations of China and the provincial government having jurisdiction over the area where the Site is located which might occur during the validity of the Contract. The Employer and the Contractor shall establish Site Site Regulations 34.5 Regulations setting out the rules to be observed in the execution of the Works at the Site and shall comply therewith. Such Site Regulations shall include, but not be limited to, rules in respect of: (a) Security, (b) Safety of Works, (c) Gate Control, (d) Sanitation, (e) Fire prevention, (f) Additional rules for the protection of the immediate and adjacent environment. At all times the Contractor shall take all reasonable Prevention of 34.6 precautions to prevent any unlawful, riotous or disorderly Unlawful conduct by or amongst its staff and labor and for the Conduct preservation of peace and protection of persons and property in the neighborhood of the Works against the same. The Contractor shall not, otherwise than is in accordance Alcoholic Liquor 34.7 with the Statutes, Ordinances and Government Regulations or or Orders currently in force, import, sell, give, barter or Drugs otherwise dispose of any alcoholic liquor or drugs, or permit or suffer any such importation, sale, gift, barter or disposal by its subcontractors, agents, staff or labor. The Contractor shall not give, barter or otherwise dispose Arms and 34.8 of to any person or persons, any arms or ammunition of any Ammunition kind or permit or suffer the same as aforesaid. The Contractor shall make all necessary arrangements for Burial 34.9 the transport and burial of any of its expatriate employees or members of their families who may die in China. The Contractor shall also be responsible, to the extent required by the local regulations, for making burial arrangements for any of its local employees who may die while engaged upon the Works. Add the following new Sub-Clauses to Clause 35: The Contractor?s on-site staff shall include a qualified Safety Officer 35.2 Safety Officer dealing only with safety and accident prevention for all staff and labor. This officer shall have the authority to issue instructions and take protective measures to prevent accidents. The Contractor shall maintain records concerning safety, Records of 35.3 health and welfare of persons and damage to property and Safety and make such reports as the Engineer may from time to time Health prescribe. Due precautions shall be taken by the Contractor, and at its Health and 35.4 own cost, to ensure the safety of its staff and labor and, in Safety collaboration with and to the requirements of the local health authorities, to ensure that medical staff, first aid equipment and stores, sick bay and suitable ambulance service are available at the camps, housing and on the Site at all times throughout the period of the Contract and that suitable arrangements are made for the prevention of epidemics and for all necessary welfare and hygiene requirements. The Contractor shall take all necessary precautions to Disease 35.5 protect its staff and labor employed on the Site from insect nuisance, rats and other pests and reduce the dangers to health and the general nuisance occasioned by their presence. The Contractor shall provide its staff and labor with suitable prophylactics for the prevention of malaria and take steps to prevent pounding of water and shall drain stagnant pools of water. The Contractor shall comply with the regulations of the local health authorities in these respects. Approved insecticide(s) shall be used to spray thoroughly all buildings erected on the Site at least once a year or as additionally instructed by the Engineer. The Contractor shall warn its staff and labor of the dangers of bilharzias and wild animals. In the event of any outbreak of illness of an epidemic Epidemics 35.6 nature, the Contractor shall comply with and carry out such regulations, orders and requirements as may be made by the Government, or the local medical or sanitary authorities, for the purpose of dealing with and overcoming the same. The Contractor shall report details of any accident to the Reporting of 35.7 Engineer as soon as possible after its occurrence. In the Accidents case of a fatality or serious accident, the Contractor shall, in addition, notify the Engineer immediately by the quickest available means. Materials, Plant and Workmanship Insert the following to the front of the Sub-Clause: Unless otherwise provided under the Contract, the Quality of 36.1 Contractor shall procure and transport to the Site all Materials, Plant Domestic and Foreign Materials in an expeditious and and orderly manner. Workmanship The Contractor is encouraged, to the extent practicable and reasonable, to use materials, Contractor?s Equipment, Plant, and supplies from sources within the People?s Republic of China. Commencement and Delays Add one new item as follows: (e) Unless otherwise approved, the Contractor shall not use Possession of 42.1 the Site for any purpose other than for the execution of the Site and Contract. Access Thereto Add the following new Sub-Clause 42.4: Should the Contractor require areas of land for Temporary Land for 42.4 Works he shall state any such requirements in Schedule of Temporary Land Requirements for Temporary Works specified in the Works Appendix to Bid, for the approval of the Employer. The requirement for the occupation of land may include areas needed for work activities, for offices, accommodation and messing facilities, areas for temporary access roads, for the execution to the right-of-way and for other similar Temporary Works. Those areas of land as included above shall be provided by the Employer at no cost to the Contractor. The Contractor shall arrange for and bear all costs of any other additional land which have not been approved by the Employer. Add the following new Sub-Clause 47.3: Bonus for 47.3 If the Contractor achieves completion of the Works or, if Early applicable, any Section thereof prior to the relevant time Completion prescribed by Clause 43, the Employer shall pay to the Contractor the relevant sum stated in the Appendix to Bid as bonus for early completion, subject to the limit stated in the Appendix to Bid, for every calendar day which shall elapse between the date stated in a Taking-Over Certificate of the whole of the Works or the applicable Section, and the relevant time prescribed in Clause 43. Add the following new Sub-Clause 48.5: If the Contractor is prevented from carrying out the Tests Prevention 48.5 on Completion by a cause for which the Employer or the From Testing Engineer or other Contractors employed by the Employer are responsible, the Employer shall be deemed to have taken over the Works on the date when the Tests on Completion would have been completed but for such prevention. The Engineer shall issue a Taking-Over Certificate accordingly. Provided always that the Works shall not be deemed to have been taken over if they are not substantially in accordance with the Contract. If the Works are taken over under this Sub-Clause, the Contractor shall nevertheless carry out the Tests on Completion during the Defects Liability Period. The Engineer shall require the Tests to be carried out by giving 14 days notice to the Contractor. Any additional costs to which the Contractor may be put, in making the Tests on Completion during the Defects Liability Period, shall be added to Contract Price. Defects Liability Add the following new Sub-Clause 49.5: The provisions of this Clause shall apply to all Extension of 49.5 replacements or renewals of Plant carried out by the Defects Liability Contractor to remedy defects and damages as if the replacements and renewals had been taken over on the date they were completed. The Defects Liability Period for the Works shall be extended by a period equal to the period during which the Works cannot be used by reason of a defect or damage. If only a part of the Works is affected, the Defects Liability Period shall be extended only for that part. In neither case shall the Defects Liability Period extend beyond the number of years stated in Appendix to Bid to this paragraph from the date of taking over. Alterations, Additions and Omissions Add final sentences as follows: Where the Contract provides for the payment of the Valuation of 52.1 Contract Price in more than one currency, and varied work Variations is valued at, or on the basis of, the rates and prices set out in the Contract, payment for such varied work shall be made in the proportions of various currencies specified in the Appendix to Bid for the payment of the Contract Price. Where the Contract provides for payment of the Contract Price in more than one currency, and new rates or prices are agreed, fixed or determined as stated above, the amount or proportion payable in each of the applicable currencies shall be specified when the rates or prices are agreed, fixed, or determined, it being understood that in specifying these amounts or proportions the Contractor and the Engineer (or, failing agreement, the Engineer) shall take into account the actual or expected currencies of cost (and the proportions thereof) of the inputs of the varied work without regard to the proportions of various currencies specified in the Appendix to Bid for the payment of the Contract Price. Add a final sentence to the first paragraph, as follows: Where the Contract provides for payment of the Contract Power of 52.2 Price in more than one currency, the amount or proportion Engineer to Fix payable in each of the applicable currencies shall be Rates specified when the rates or prices are agreed, fixed or determined as stated above, it being understood that in specifying these amounts or proportions the Contractor and the Engineer (or, failing agreement, the Engineer) shall take into account the actual or expected currencies of cost (and the proportions thereof) of the inputs of the varied work without regard to the proportions of various currencies specified in the Appendix to Bid for payment of the Contract Price. Add as a third paragraph: Provided also that no change in the unit rates or prices quoted shall be considered for items included in the Schedule of Daywork Rates notwithstanding the quantity of work performed under such Schedule, nor for any item in the other Schedules to the Bill of Quantities, unless such item individually accounts for an amount of more than 2 percent of the Contract Price named in the Letter of Acceptance, and the actual quantity of work performed under the item exceeds or falls short of the original Bill of Quantity by more than 25 percent. Add a final sentence, as follows: Variations 52.3 Where the Contract provides for the payment of the Exceeding Contract Price in more than one currency the amount or 15 Percent proportion payable in each of the applicable currencies shall be specified when such further sum is agreed or determined, it being understood that in specifying these amounts or proportions the Contractor and the Engineer (or, failing agreement, the Engineer) shall take into account the currencies (and the proportions thereof) in which the Contractor?s Site and general overhead cost of the Contract were incurred without being bound by the proportions of various currencies specified in the Appendix to Bid for payment of the Contract Price. Measurement Add one new Sub-Clause 55.2 as follows: Omissions of 55.2 Items of the Works described in the Bill of Quantities for Quantities which no rate or price has been entered in the Contract shall be considered as included in other rates and prices in the Contract and will not be paid for separately by the Employer. Certificates and Payment Replace Sub-Clause 60.1 in its entirety with: Monthly 60.1 The Contractor shall submit to the Engineer after the end of Statements each month a statement in number of copies specified in the Appendix to Bid and in the form prescribed in the Specifications or other tabulated form approved by the Engineer. The statement shall include the following items, as applicable, which shall be taken into account it the order listed: (a) the estimated contract value of the Temporary and Permanent Works executed up to the end of the month in question, determined in accordance with Sub-Clause 56.1, at the unit rates and prices included in the Contract, in RMB Yuan. (b) the actual value certified for payment for the Temporary and Permanent Works executed up to the end of the previous month, at the time rates and prices included in the Contract, in RMB Yuan; (c) the estimated Contract value at unit rates and prices included in the Contract of the Temporary and Permanent Works for the month in question, in RMB Yuan, obtained by deducting (b) from (a); (d) the equivalent of the amount set forth in (c), expressed in the various currencies in which the Contract Price is payable, and calculated by applying the proportions and the exchange rates set forth in the Appendix to Bid to the amount set forth in (c); (e) the value of any variations executed up to the end of the month in question, less the amount certified in the previous Interim Payment Certificate, expressed in the relevant amounts of foreign currencies and RMB Yuan, pursuant to Clause 52; (f) amount approved in respect of Daywork executed up to the end of the month in question, less amounts for Daywork certified in all previous Interim Payment Certificated, indicating the amounts of foreign currencies and RMB Yuan requirements as determined from the Daywork Schedule of the Bill of Quantities; (g) amounts reflecting the changes in cost and legislation pursuant to Clause 70, expressed in the relevant amounts of foreign currencies and RMB Yuan; (h) any credit or debit for the month in question in respect of materials on Site and Plant intended for, but not yet incorporated in, the Permanent Works in the relevant amounts, of RMB Yuan and foreign currencies, and under the conditions set forth in Sub-Clause 60.11; (i) any amount to be withheld under the retention provisions of Sub-Clause 60.13 of this Clause, determined by applying the percentage set forth pursuant to Sub-Clause 60.13 to the sum of the amounts in foreign currencies and RMB Yuan due under paragraphs 60.1 (d), (e), (f) and (g); (j) any amounts to be deducted as repayment of the Advance under the provisions of Sub-Clause 60.14; and (k) any other sum, expressed in the applicable currency or currencies, to which the Contractor may be entitled under the Contract or otherwise. Add the following at the end of paragraph (a): Payment of 60.3 The Contractor may substitute the remaining retention Retention Money money with an on-demand bank guarantee in a form, and from a source, acceptable to the Employer. Add the following at the end of the first sentence of paragraph (b): “(or return of the remaining security, which replaced the Retention Money)”. Replace Sub-Clause 60.10 in its entirety with: Time of 60.10 (a) The amount due to the Contractor under any Interim Payment and Payment Certificate issued by the Engineer pursuant to this Interest Clause, or to any other term of the Contract, shall, subject to Clause 47, be paid by the Employer to the Contractor as follow: (i) (A) in the case of Interim Payment Certificates, within 42 days after the Contractor?s monthly statement has been submitted to the Engineer for certification, pursuant to Sub-Clause 60.1, provided that if the Engineer?s Interim Certificate has not yet been issued within said 42 days, the Employer shall pay the amount shown in the Contractor?s monthly statement and that any discrepancy shall be added to, or deducted from, the next payment to the Contractor; and (B) in the case of any monthly statement submitted by the Contractor at a time when he Bank?s loan or credit (from which part of the payments to the Contractor are being made) is suspended, within 14 days after such monthly statement is submitted, provided that if the Engineer?s Interim Certificate has not yet been issued within said 14 days, the Employer shall pay the amount shown in the Contractor?s monthly statement and that any discrepancy shall be added to, or deducted from, the next payment to the Contractor. (ii) (A) in the case of the Final Payment Certificate pursuant to Sub-Clause 60.13, within 84 days after the Final Statement and written discharge have been submitted to the Engineer for certification; and (B) in the case of a Final Statement submitted by the Contractor at a time when the Bank?s loan or credit (from which part of the payments to the Contractor are being made) is suspended or for which payment under (ii) (A) becomes due after 60 days of the date of notification of the suspension notice, payment will be made within 60 days after the date of notification of the suspension pursuant to Sub-Clause 69.6(a), provided that if the Engineer?s Final Payment Certificated has not been issued within the said 60 days, the Employer shall pay the undisputed amounts shown in the Final Statement. (b) In the event of the failure of the Employer to make payment within the times stated, the Employer shall pay to the Contractor interest compounded monthly at the rate(s) stated in the Appendix to Bid upon all sums unpaid from the date upon which the same should have been paid, in the currencies in which the payments are due. The provisions of this Sub-Clause are without prejudice to the Contractor?s entitlement under Clause 69 or otherwise. Add the following new Sub-Clauses to Clause 60: Materials and 60.11 The Contractor shall only enter into materials agreements Plant for the with eligible materials suppliers. A copy of signed Permanent agreements shall be submitted to the Engineer. Works The Contractor shall be entitled to such credit or debit as the Engineer may determine proper in respect of materials and Plant intended for but not incorporated in the Permanent Works. Credit will be provided in the month these Materials and Plant are brought on Site. Debits will be charged in the month in which credited Materials or Plant are incorporated into the Works. Once credited, the ownership of such materials and Plant shall be deemed to be vested in the Employer. The Employer will made determinations in accordance with the following provisions: (a) No credit will be given unless the following conditions shall have been met to the Engineer?s satisfaction: (i) the materials and plant are in accordance with the Specification for the Permanent Works; (ii) such materials and plant have been delivered to Site, and are properly stored and protected against loss or damage or deterioration to the satisfaction of the Engineer; (iii) the Contractor?s records of the requirements, orders, receipts and use of Materials and Plant are kept in a form approved by the Engineer and such records are available or inspection by the Engineer. (iv) the Contractors has submitted a monthly statement of the estimated value (cost of acquiring, delivery, and placement into storage) of the Materials and Plant on Site together with such documents as may be required by the Engineer for the purpose of (i) cost valuation of the materials, (ii) providing evidence of ownership of the materials and Plant, and (iii) payment therefore; and (v) the origin of the materials and Plant and the currencies of payment therefore are those indicated in the Appendix to Bid. (b) The amount to be credited to the Contractor shall be the equivalent of 75% of: (i) the related CIF price of imported materials; or (ii) the ex-factory/ex-warehouse price of locally manufactured materials; or (iii) the stockpile value of locally produced materials such as sand, aggregates and crushed stone; and such payment shall not be construed as an approval of the materials in question. (c) the amount to be debited from the Contractor for any materials and Plant incorporated into the Works shall be equivalent to the amount of credit previously granted to the Contractor for such materials and Plant pursuant to Sub-Clause (b) above, as determined by the Engineer; and (d) the currencies in which the respective amounts shall be credited or debited as set forth above shall be determined by the Engineer.. Payments to the Contractor by the Employer shall be made Place of 60.12 in the currencies in which the Contract Price is payable, Payment into a bank account or accounts nominated by the Contractor. A retention amounting to the percentage stipulated in the Retention Money 60.13 Appendix to Bid of the amounts included in any monthly Interim Payment Certificate pursuant to Sub-Clause 60.1 due to the Contractor on account of Permanent Works executed by him shall be made by the Engineer in the first and following Interim Payment Certificates until such time as the cumulative total of such deductions (herein referred to as the Retention Money) shall amount to the percent of the Contract Price shown as the Cumulative Percentage of Retention listed in the Appendix to Bid. The Employer will make an interest-free advance payment Mobilization 60.14 to the Contractor exclusively for the costs of mobilization Advance in respect of the Works (hereinafter “Mobilization Advance”) in an amount equal to the Mobilization Advance Percentage, listed in the Appendix to Bid of the Contract Price named in the Letter of Acceptance, payable in the proportions of foreign and local currencies of the Contract Price given in the Appendix to Bid. Should the Contractor, through error or design, misapply any portion of the Mobilization Advance, the Employer shall have the right to recover the Mobilization Advance immediately. The Engineer shall issue to the Employer (with a copy to Payment of 60.15 the Contractor) a certificate, hereinafter called a Mobilization “Mobilization Advance Payment Certificate”, within 14 Advance days after the Contractor has: (a) executed the Form of Agreement; and (b) furnished the Performance Security in accordance with Sub-Clause 10.1 and (c) furnished an unconditional bank guarantee in a form and by an eligible bank (as defined in Sub-Clause 76.3) to the Employer in the amount and currencies equal to the Mobilization Advance. The bank guarantee shall remain effective until the Mobilization Advance has been repaid in accordance with Sub-Clause 60.16, but the amount thereof shall be progressively reduced by the amount repaid by the Contractor The Employer shall make the Mobilization Advance payment within 35 days after receipt of the Mobilization Advance Payment Certificate. The advance payment shall be repaid through percentage Recovery of 60.16 deductions from the interim payments certified by the Mobilization Engineer in accordance with this Clause. Deductions shall Advance commence in the next Interim Payment Certificate following that in which the total of all interim payments certified to the Contractor has reached the percentage of the Contract Price stipulated in the Appendix to Bid less Provisional Sums, and shall be made at the rate stated in the Appendix to Bid of the amount of all Interim Payment Certificates in the types and proportionate amounts of currencies of the advance payment until such time as the advance payment ahs been repaid; always provided that the advance payment shall be completely repaid prior to the time when 80 percent of the Contract Price has been certified for payment. Payments to the Contractor by the Employer shall be made Payments to 60.17 in the currencies and in the proportions stated by the Contractor Contractor in Schedule of Foreign Currency Requirements specified in Appendix to Bid, provided that the proportions of such currencies may from time to time upon the application of either party be varied in accordance with Clause 51 of the General Conditions and Clause 52 of the Special Conditions. The currency of account shall be as stated in the Appendix Currency of 60.18 to Bid. For the purposes of payment, conversion between Account the currency of account and other currencies shall be made in accordance with Clause 72 hereof. All payments to the Employer by the Contractor including Payment to 60.19 payments made by way of deduction or set-off shall be Employer made as follows: (a) In the case of reimbursement of any sum previously expended by the Employer, the payment shall be made in the same currencies and proportions thereof in which the sum was expended by the Employer. (b) In the case of Liquidated Damages, if applicable, the payment shall be made in the currency of account and foreign currencies in the same proportions as stated in the Appendix to Bid. (c) In any other case, the equivalent payment shall be made in such currency as may be agreed or, in default of agreement, as the engineer shall determine to be fair and reasonable. (d) Deductions from payments made to recover the Mobilization Advance shall be made in accordance with the provisions of Clause 60.16. Remedies Wherever in Clause 63 the term “termination” is used, Default of 63.1 “expulsion” shall be substituted. Contractor Insert “voiding the Contract, or” after “thereby” in the first sentence of the final paragraph. Insert “Plant”, after “Contractor?s Equipment” in the second sentence of the final paragraph. Replace “… as he or they may think proper” at the end of the final paragraph with “which have been deemed to be reserved exclusively for the execution of the Works, under the provisions of the Contract, the Employer may think proper, and the Employer may at any time, sell any of the said Contractor?s Equipment, Temporary Works and unused Plant and materials and apply the proceeds of sale in or towards the satisfaction of any sums due or which may become due to him from the Contractor under the Contract.” Add following new Sub-Clause 63.5: Corrupt or 63.5 If in the judgment of the Employer the Contractor has Fraudulent engaged in corrupt of fraudulent practices, in competing for Practices or in executing the Contract, then the Employer may, after having given 14 days notice to the Contractor, terminate the Contractor?s employment under the Contract and expel him from the Site, and the provisions of Clause 63 shall apply as if such expulsion had been made under Sub-Clause 63.1 For the purpose of this Sub-Clause: “corrupt practice” means the offering, giving, receiving or soliciting of any thing of value to influence the action of a public official in the procurement process or in contract execution. “fraudulent practice” means a misrepresentation of facts in order to influence a procurement process or the execution of a contract to the detriment of the Borrower, and includes collusive practice among bidders (prior to or after bid submission) designed to establish bid prices at artificial non-competitive levels and to deprive the Borrower of the benefits of free open competition. Special Risks Amend Sub-Clause 65.2 to read as follows: Special Risks 65.2 The Special Risks are the risks defined under paragraph (a), subparas. (i) to (v) of Sub-Clause 20.4. Settlement of Disputes The Settlement of Disputes shall follow the Version 1, or 2 Settlement of 67 or 3, as specified in Appendix to Bid. Disputes Version 1 Sub-Clause 67.1 is substituted by the following: If any dispute arises between the Employer and the Disputes Review 67.1 Contractor in connection with, or arising out of, the Board Contract or the execution of the Works, whether during the execution of the Works or after their completion and whether before or after the repudiation or other termination of the Contract, including any disagreement by either party with any action, inaction, opinion, instruction, determination, certificate or valuation of the Engineer, the matter in dispute shall, in the first place, be referred to the Disputes Review Board (“the Board”). The Board shall be established by the signing of a Board Member?s Declaration of Acceptance (as required by paragraph 12 of Annex A to Clause 67 of Standard Special Conditions of Contract) by al three Board Members. The Board shall comprise three Members experienced with the type of construction involved in the Works and with the interpretation of contractual documents. One Member shall be selected by each of the Employer and the Contractor and approved by the other. If either of these Members is not so selected and approved within 28 days of the date of the Letter of Acceptance, then upon the request of either or both parties such Member shall be selected as soon as practicable by the Appointing Authority specified in the Appendix to Bid. The third Member shall be selected by the other two and approved by the parties. If the two Members selected by or on behalf of the parties fail to select the third Member within 14 days after the selection of the third Member, the parties fail to approve that Member, then upon the request of either or both parties such third Member shall be selected promptly by the same Appointing Authority specified in the Appendix to Bid who shall seek the approval of the proposed third Member by the parties before selection but, failing such approval, nevertheless shall selection the third Member. The third Member shall serve as Chairman of the Board. In the event of death, disability, or resignation of any Member, such Member shall be replaced in the same manner as the Member being replaced was selected. If for whatever other reason a Member shall fail or be unable to serve, the Chairman (or failing the action of Chairman then either of the other Members) shall inform the parties and such non-serving Member shall be replaced in the same manner as the Member being replaced was selected. Any replacement made by the parties shall be completed within 28 days after the event giving rise to the vacancy on the Board, failing which the replacement shall be made by the Appointing Authority in the same manner as described above. Replacement shall be considered completed when the new Member signs the Board Member?s Declaration of Acceptance. Throughout any replacement process the Members not being replaced shall continue to serve and the Board shall continue to function and its activities shall have the same force and effect as if the vacancy had not occurred, provided, however, that the Board shall not conduct a hearing nor issue a Recommendation until the replacement is completed. Either the Employer or the Contractor may refer a dispute to the Board in accordance with the provisions of Annex A to Clause 67 of Standard Special Conditions of Contract. If either the Employer or the contractor is dissatisfied with any Recommendation of the Board, or if the Board fails to issue its Recommendation within 56 days after receipt by the Chairman of the Board of the written Request for Recommendation, then either the Employer or the Contractor may, within 14 days after his receipt of the Recommendation, or within 14 days after the expiry of the said 56 day period, as the case may be, give notice to the other party, with a copy for information to the Engineer, of his intention to commence arbitration, as hereinafter provided, as to the matter in dispute. Such notice shall establish the entitlement of the party giving the same to commence arbitration, as hereinafter provided, as to such dispute and, subject to Sub-Clause 67.4, no arbitration in respect thereof may be commenced unless such notice is given. If the Board has issued a Recommendation to the Employer and the Contractor within the said 56 days and no notice of intention to commence arbitration as to such dispute has been given by either the Employer or the Contractor within 14 days after the parties received such Recommendation from the Board, the Recommendation shall become final and binding upon the Employer and the Contractor. Whether or not it has become final and binding upon the Employer and the Contractor, a Recommendation shall be admissible s evidence in any subsequent dispute resolution procedure, including any arbitration or litigation having any relation to the dispute to which the Recommendation relates. All Recommendations which have become final and binding shall be implemented by the parties forthwith, such implementation to include any relevant action of the Engineer. Unless the Contract has already been repudiated or terminated, the contractor shall, in every case, continue to proceed with the Works with all due diligence and the Contractor and the Employer shall give effect forthwith to every decision of the Engineer unless and until the same shall be revised as a result of the operation of this Sub-Clause 67.1 or, as hereinafter provided, in an arbitral award”. Sub-Clause 67.2 is deleted without a change in the 67.2 numbering of the other Sub-Clauses of this Clause 67. This Sub-Clause is modified to read as follows: Arbitration 67.3 Any dispute in respect of which the Recommendation, if any, of the Board has not become final and binding shall be finally settled: (i) in case of any dispute involving the Employer and a domestic Contractor, by the mutually agreed domestic Arbitration Commission according to its rules and procedures; or (ii) in case of any dispute involving the Employer and a foreign Contractor, by arbitration in Beijing or other location in China, under the China International Economic and Trade Arbitration Commission (CIETAC) in accordance with its arbitration rules/procedures unless the Contractor requested arbitration under UNCITRAL at the time of bidding. The arbitral tribunal shall have full power to open up, review and revise any decision, opinion, instruction, determination, certificated, or valuation of the Engineer and any Recommendation(s) of the Board related to the dispute. The arbitration award shall be final and binding on both parties. The arbitration fee shall be borne by the losing party except as otherwise awarded by the Arbitration Commission. Neither party shall be limited in the proceedings before such tribunal to the evidence or arguments put before the Board for the purpose of obtaining its Recommendation(s) pursuant to Sub-Clause 67.1. No Recommendation shall disqualify any Board Member from being called as a witness and giving evidence before the arbitrator(s) on any matter whatsoever relevant to the dispute. Arbitration may be commenced prior to or after completion of the Works, provided that the obligations of the Employer, the Engineer, the Contractor and the Board shall not be altered by reason of the arbitration being conducted during the progress of the Works. The appointing authority shall be that listed in the Appendix to Bid. The place of arbitration and the language of arbitration shall be listed in the Appendix to Bid. Sub-Clause 67.4 is amended to read as follows: Failure to 67.4 Where neither the Employer nor the Contractor has given Comply with notice of intention to commence arbitration of a dispute Recommendation within the period stated in Sub-Clause 67.1 and the related Recommendation has become final and binding, either party may, if the other party fails to comply with such Recommendation and without prejudice to any other right it may have, refer the failure to arbitration in accordance with Sub-Clause 67.3. The provisions of Sub-Clause 67.1 shall not apply to any such reference. End of Clause 67 ---- Version 1 Version 2 Sub-Clause 67.1 substituted by the following: Disputes Review 67.1 If any dispute arises between the Employer and the Board Contractor in connection with, or arising out of, the Contract or the execution of the Works, whether during the execution of the Works or after their completion and whether before or after the repudiation or other termination of the Contract, including any disagreement by either party with any action, inaction, opinion, instruction, determination, certificate or valuation of the Engineer, the matter in dispute shall, in the first place, be referred to the Disputes Review Expert (“DRE”). The DRE shall take up his functions after having signed a DRE?s Declaration of Acceptance (as required by paragraph 12 of Annex B to Clause 67 of Standard Special Conditions of Contract). The DRE shall be a person experienced with the type of construction involved in the Works and with the interpretation of contractual documents and shall selected by agreement between the Employer and the Contractor. If the DRE is not selected within 28 days of the date of the Letter of Acceptance, then upon the request of either of both parties the DRE shall be selected as soon as practicable by the Appointing Authority Specified in the Appendix to Bid. In the event of death, disability, or resignation of the latter shall be replaced by agreement between the Employer and the Contractor. Any replacement made by the parties shall be completed within 28 days after the event giving rise to the need for a replacement, failing which the replacement shall be made by the same international appointing authority as above. Either the Employer or the Contractor may refer a dispute to the DRE in accordance with the provisions of Annex B to Clause 67 of Standard Special Conditions of Contract. If either the Employer or the Contractor is dissatisfied with any Recommendation of the DRE, or if the DRE fails to issue his Recommendation within 56 days after he has received the written Request for Recommendation, then either the Employer or the Contractor may, within 14 days after his receipt of the Recommendation, or within 14 days after the expiry of the said 56 day period, as the case may be, give notice to the other party, with a copy for information to the Engineer, of his intention to commence arbitration, as hereinafter provided, as to the matter in dispute. Such notice shall establish the entitlement of the party giving the same to commence arbitration, as hereinafter provided, as to such dispute and, subject to Sub-Clause 67.4, no arbitration in respect thereof may be commenced unless such notice is given. If the DRE has issued a Recommendation to the Employer and the Contractor within the said 56 days and no notice of intention to commence arbitration as to such dispute has been given by either the Employer or the Contractor within 14 days after the parties received such Recommendation from the DRE, the Recommendation shall become final and binding upon the Employer and the Contractor. Whether or not it has become final and binding upon the Employer and the Contractor, a Recommendation shall be admissible as evidence in any subsequent dispute resolution procedure, including any arbitration or litigation having any relation to the dispute to which the Recommendation relates. All Recommendations which have become final and binding shall be implemented by the parties forthwith, such implementation to include any relevant action of the Engineer. Unless the Contract has already been repudiated or terminated, the Contractor shall, in every case, continue to proceed with the Works with all due diligence and the Contractor and the Employer shall give effect forthwith to every decision of the Engineer unless and until the same shall be revised as a result of this operation of this Sub-Clause 67.1 or, as hereinafter provided, in an arbitral award.” Sub-Clause 67.2 is deleted without a change in the 67.2 numbering of the other Sub-Clauses of this Clause 67. This Sub-Clause is modified to read as follows: Arbitration 67.3 Any dispute in respect of which the Recommendation, if any, of the DRE has not become final and binding shall be finally settled: (i) in case of any dispute involving the Employer and a domestic Contractor, by the mutually agreed domestic Arbitration Commission according to its rules and procedures; or (ii) in case of any dispute involving the Employer and a foreign Contractor, by arbitration in Beijing or other location in China, under the China International Economic and Trade Arbitration Commission (CIETAC) in accordance with its arbitration rules/procedures unless the Contractor requested arbitration under UNCITRAL at the time of bidding. The arbitral tribunal shall have full power to open up, review and revise any decision, opinion, instruction, determination, certificate, or valuation of the Engineer and any Recommendation(s) of the DRE related to the dispute. The arbitration fee shall be borne by the losing party except as otherwise awarded by the Arbitration Commission. Neither party shall be limited in the proceedings before such tribunal to the evidence or arguments put before the DRE for the purpose of obtaining its Recommendation(s) pursuant to Sub-clause 67.1. No Recommendation shall disqualify the DRE from being called as a witness and giving evidence before the arbitrator(s) on any matter whatsoever relevant to the dispute. Arbitration may be commenced prior to or after completion of the Works, provided that the obligations of the Employer, the Engineer, the Contractor and the DRE shall not be altered by reason of the arbitration being conducted during the progress of the Works. The appointing authority shall be that listed in the Appendix to Bid. The place of arbitration and the language of arbitration shall be listed in the Appendix to Bid. Sub-Clause 67.4 is amended to read as follows: Failure to 67.4 Where neither the Employer nor the Contractor has given Comply with notice of intention to commence arbitration of a dispute Recommendation within the period stated in Sub-Clause 67.1 and the related Recommendation has become final and binding, either party may, if the other party fails to comply with such Recommendation and without prejudice to any other right it may have, refer the failure to arbitration in accordance with Sub-Clause 67.3. The provisions of Sub-Clause 67.1 shall not apply to any such reference. End of Clause 67 ---- Version 2 Version 3 (Applicable to FIDIC Clause 67) (FICIC Clause 67.1 and 67.2 remain unchanged) th paragraph (from “shall be Delete the first sentence of the 4 finally settled”, to “under such Rules.”) and replace it with: shall be finally settled: Arbitration 67.3 (i) in case of any dispute involving the Employer and a domestic Contractor, by the mutually agreed domestic Arbitration Commission according to its rules and procedures; or (ii) in case of any dispute involving the Employer and a foreign Contractor, by arbitration in Beijing or other location in China, under the China International Economic and Trade Arbitration Commission (CIETAC) in accordance with its arbitration rules/procedures unless the Contractor requested arbitration under UNCITRAL at the time of bidding. The arbitration award shall be final and binding on both parties. The arbitration fee shall be borne by the losing party except as otherwise awarded by the Arbitration Commission. End of Clause 67 ---- Version 3 Notices For the purposes of this Sub-Clause, the addresses are those Notice to 68.2 specified in the Appendix to Bid. Employer and Engineer Default of Employer Sub-Clause 69.1 (d) is deleted. 69.1 Delete from “, but in addition to the payments specified…” Payment on 69.3 to the end of the sub-clause. Termination Add the following at the end of this Sub-Clause: Contractor’s 69.4 Without prejudice to the Contractor?s entitlement to interest Entitlement to under Sub-Clause 60.10 and to terminate under Sub-Clause Suspend Work 69.1, the Contractor may suspend work or reduce the government within 56 days after notification by the Bank to the government of The People?s Republic of China that the Bank has suspended disbursements from its loan, which finances in whole or in part the execution of the Works. Suspension of 69.6 In the event the Bank suspends the loan or credit from World Bank which part of the payments to the Contractor are being Loan or Credit made: (a) The Employer shall notify the Contractor, with copy to the Engineer, of such suspension within 7 days of having received the suspension notice from the World Bank, provided (i) that the Employer shall state in such notification whether sufficient funds in appropriate currencies are expected to be available to the Employer to continue making payments to the Contractor beyond a date 60 days after the date of Bank notification of the suspension, and (ii) that, if such funds are not expected to be available, the Employer shall immediately instruct the Engineer to instruct the Contractor to suspend the progress of the Works pursuant to Clause 40.1. (b) If the Contractor has not received sums due to him upon expiration of the 14 days referred to in Sub-Clause 60.10(a)(i)(B) for payments under Interim Certificates, the Contractor may, without prejudice to the Contractor?s entitlement to interest under Sub-Clause 60.10, immediately take one or both of the following actions, namely (i) suspend work or reduce the rate of work, and (ii) terminate his employment under the Contract by giving notice to the Employer, with copy to the Engineer, such termination to take effect 14 days after the giving of the notice. Changes in Cost and Legislation Delete Clause 70 in its entirety, and substitute: Changes in Cost 70 and Legislation The amounts payable to the Contractor, in various Price Adjustment 70.1 currencies pursuant to Sub-Clause 60.1, shall be adjusted in respect of the rise or fall in the cost of labor, Contractor?s Equipment, Plant, materials, and other inputs to the Works, by applying to such amounts the formulae prescribed in this clause. To the extent that full compensation for any rise or fall in Other Changes 70.2 costs to the Contractor is not covered by the provisions of In Cost this or other Clauses in the Contract, the unit rates and prices included in the Contract shall be deemed to include amounts to cover the contingency of such other rise or fall of costs. The adjustment to the Interim Payment Certificates in Adjustment 70.3 respect of changes in cost and legislation shall be Formulae determined from separate formulae for each of the currencies of payment and each of the types of construction work to be performed and Plant to be supplied. The formulae will be of the following general type: LMEnnn pn,A，b，c，d，etc.LME000 Where: pn is a price adjustment factor to be applied to the amount in each specific currency for the payment of the work carried out in the subject month, determined in accordance with Sub-Clause 60.1 (d), and with Sub-Clause 60.1 (e) and (f), where such variations and Daywork are not otherwise subject to adjustment. A is a constant, specified in the Appendix to Bid, representing the nonadjustable portion in contractual payments. b, c, d, etc., are weightings or coefficients representing the estimated proportion of each cost element (labor, materials, equipment usage, etc.) in the Works or sections thereof, net of Provisional Sums, as specified in the Appendix to Bid; L, M, E, etc., are the current cost indices or reference nnn prices of the cost elements in the specific currency for month “n”, determined pursuant to Sub-Clause 70.5, applicable to each cost element; and L, M, E, etc., are the base cost indices or reference ooo prices corresponding to the above cost elements at the date specified on Sub-Clause 70.5. If a price adjustment factor is applied to payments made in a currency other than the currency of the source of the index for a particular indexed input, a correction factor Z/Z will be applied to the respective component factor of 0 pn for the formula of the relevant currency. Z is the 0 number of units of currency of the country of the index, equivalent to one unit of the currency of payment on the date of the base index, and Z is the corresponding number of such currency units on the date of the current index. The sources of indices shall be those listed in the Appendix Sources of 70.4 to Bid, as approved by the Engineer. Indices shall be Indices and appropriate for their purpose and shall relate to the Weightings Contractor?s proposed source of supply of inputs on the basis of which his Contract Price and expected foreign currency requirements shall have been computed. As the proposed basis for price adjustment, the Contractor shall have submitted with his bid the tabulation of Weightings and Source of Indices in the Appendix to Bid, which shall be subject to approval by the Engineer. The base cost indices or prices shall be those prevailing on Base, Current 70.5 the day 28 days prior to the latest date for submission of And Provisional bids. Current indices or prices shall be those prevailing on Indices the day 28 days prior to the last day of the period to which a particular Interim Payment Certificate is related. If at any time the current indices are not available, provisional indices as determined by the Engineer will be used, subject to subsequent correction of the amounts paid to the Contractor when the current indices become available. If the Contractor fails to complete the Works within the Adjustment after 70.6 time for completion prescribed under Clause 43, adjustment Completion of prices thereafter until the date of completion of the Works shall be made using either the indices or prices relating to the prescribed time for completion, or the current indices or prices, whichever is more favorable to the Employer, provided that if an extension of time is granted pursuant to Clause 44, the above provision shall apply only to adjustments made after the expiry of such extension of time. The weightings for each of the factors of cost given in the Weightings 70.7 Appendix to Bid shall be adjusted if, in the opinion of the Engineer, they have been rendered unreasonable, unbalanced or inapplicable as a result of varied or additional work already executed or instructed under Clause 51 or for any other reason. If, after the date 28 days prior to the latest date for Subsequent 70.8 submission of bids for the Contract, there occur in the PRC Legislation changes to any National or State Statute, Ordinance, Decree, or other Law or any regulation or by-law of any local or other duly constituted authority, or the introduction of any such State Statute, Ordinance, Decree, Law, regulation or by-law which causes additional or reduced cost to the Contractor, other than under the preceding sub-clauses of this clause, in the execution of the Contract, such additional or reduced cost shall, after due consultation with the Employer and the Contractor, be determined by the Engineer and shall be added to or deducted from the Contract Price and the Engineer shall notify the Contractor accordingly, with a copy to the Employer. Notwithstanding the foregoing, such additional or reduced cost shall not be separately paid or credited if the same shall already have taken into account in the indexing of any inputs to the Price Adjustment Formulae in accordance with the provisions of Sub-Clause 70.1 to 70.7. Currency and Rates of Exchange Replace “the latest date” in the first sentence with “the Currency 71.1 deadline”. Restrictions Changes in 71.2 Add the following new Sub-Clause 71.2: Source and If the Contractor shall change the country of origin of the Currency source of supply of any input to the Works he shall immediately notify the Engineer who shall modify the price adjustment provisions subsequent to such change to reflect the relevant cost index from the actual country of origin of the input. If the currencies in which the Contract Price is expressed are different from the currencies of the sources of the relevant indices, the Engineer shall determine the correction to be applied in calculating the Price Adjustment Factor in order to avoid distortions in the amount of price adjustment. Such correction shall be applied the increment of price fluctuation in the base costs of the respective inputs, and shall correspond to the ratio of the exchange rates between the respective currencies to the date of the base indices and the date of the current indices as defined in Sub-Clause 70.5. Delete the words from “prevailing, as determined by the Currency 72.2 Central Bank…” to the end of the Sub-Clause and Proportions substitute them with “stated by the Contractor in the Appendix to Bid, included with its original Bid.” Add the following new Sub-Clause 72.4: Substantial 72.4 The foreign and local currency portions of the balance of Changes in the Contract Price shall be amended by agreement between Currency the Employer and the Contractor to reflect any substantial Requirements changes in the expected foreign and local currency requirements of the Contractor during the execution of the Works, provided that: (a) the Contractor shall inform the Employer and the Engineer whenever any such substantial change may occur; or (b) the Engineer may recommend a review of such expected requirements if in his judgment there is evidence of a change in the country of origin of materials, Plant, or services to be provided under the Contract which should result in any substantial change of such expected requirements. Taxation All taxes in China in connection with the execution of this Taxes Levied on 73.1 Contract levied on the Employer by the Chinese Employer in Government in accordance with the tax laws in effect shall China be borne by the Employer. All taxes in China in connection with the execution of this Taxes Levied on 73.2 Contract levied on the Contractor by Chinese Government Contractor in in accordance with the tax laws in effect shall be borne by China the Contractor. All taxes, duties and other charges arising outside of China Taxes Outside of 73.3 in connection with the execution of this Contract levied on China the Contractor or Goods and Services supplied by the Contractor shall be borne by the Contractor. Unless specifically modified by a Condition of Particular Income Taxes on 73.5 Application to this Sub-Clause, the Contractor?s resident Expatriates expatriate staff, personnel and labor will be liable for the payment of: (a) personal income taxes in the People?s Republic of China on such amount of their salaries and wages as are taxable under the laws and regulations currently in force, and the Contractor shall perform such duties in regard to such deductions thereof as may be imposed by such laws and regulations. (b) Charges, duties and fees levied upon them personally. For the purpose of the Contract it is agreed that the Taxes and Duties 73.6 Contract Price specified in the Form of Agreement is based to be Included on the taxes, duties, levies and charges (herein called “tax”) prevailing as of the date 28 days prior to the deadline for submission of bids. If any of the rates of tax is increased or decreased or a new tax is introduced or an existing tax abolished or any change in interpretation or application of any tax occurs in the course of the performance of the Contract, which was or is to be assessed on the Contractor, Subcontractors or their employees in connection with the execution of the Contract, an equitable adjustment of the Contract Price shall be made to reflect any such change by addition to the Contract Price or deduction therefrom as the case may be, in accordance with Sub-Clause 70.8 (Subsequent Legislation) hereof. Illegal Payment If the Contractor or any of its Subcontractors, agents or Illegal Payments 74.1 servants offers to give or agrees to offer to give to any person, any bribe, gift, gratuity or commission a an inducement or reward for doing or forbearing to do any action in relation to the Contract or any other Contract in the People?s Republic of China, then the Employer may enter upon the Site and the Works and terminate the employment of the Contractor and the provisions of Clause 63 hereof shall apply as if such entry and expulsion had been made pursuant to that Clause. Termination of Contract for Employer’s Convenience The Employer shall be entitled to terminate this Contract at Termination of 75.1 any time for the convenience of the Employer after giving Contract for 56 days prior notice of the termination date to Contractor, Employer’s with a copy to the Engineer. On the date stated in such prior Convenience notice, the Contract shall terminate except as to the rights of the parties under this Clause and to the operation of Clause 67, but without prejudice to the rights of either party in respect of any antecedent breach thereof. In the event of such termination under Sub-Clause 75.1, the Actions of the 75.2 Contractor shall: Contractor (a) proceed as provided in Sub-Clause 65.7; and (b) be paid by the Employer as provided in Sub-Clause 65.8. Restrictions on Eligibility (a) Any Plant, materials, or services which will be Restrictions on 76.1 incorporated in or required for the Works, as well as Eligibility the Contractor?s Equipment and other supplies, shall have their origin in any of the countries and territories eligible under the Bank?s Guidelines for Procurement, as defined in Section 10 of the bidding documents, “Eligibility for the Provisions of Goods, Works, and Services in Bank-Financed Procurement.” (b) For the purposes of this clause, “origin” means the place where the materials and equipment where mined, grown, or produced, or from which the services are provide. (c) The origin of Goods and Service is distinct from the nationality of the Supplier. Suppliers from within The People?s Republic of China must be properly licensed or otherwise certified by the Governments as suppliers. Such foreign equipment, supplies, goods or materials shall Transport 76.2 be transported by carriers from Eligible Source Countries, Restricted unless exempted by the Engineer in writing on the basis of potential excessive costs or undue delays. The provision of local transportation services shall be governed by Sub-Clause 30.6. The Contractor shall be entitled to: Financial 76.3 (a) obtain banking services from bankers, and Services (b) place all insurance relating to the Contract (including, but not limited to, the insurance referred to in Clauses 21, 23, and 24) with Chinese banks and insurers or those of its choosing from other eligible source countries acceptable to the Employer. Confidentiality The Contractor shall treat the details of the Contractor as Details to be 77.1 private and confidential, save insofar as may be necessary Confidential for the purposes thereof, and shall not publish or disclose the same or any particulars thereof in any trade or technical paper or elsewhere without the previous consent of the Employer or the Engineer. If any disagreement arises as to the necessity of any publication or disclosure for purposes of the Contract the same shall be referred to the proper authorities within the People?s Republic of China decision shall be final. Liability of Joint Ventures If the Contractor is a joint venture of two or more persons, Joint and Several 78.1 all such persons shall be jointly and severally bound to Liability fulfill the terms of the Contract and shall designate one of such persons to act as its sponsor with authority to bind the joint venture. The composition or the constitution of the joint venture shall not be altered without the prior consent of the Employer. Others Explosives 79.1 In view of the large quantity of explosive to be used in construction, the Contractor shall observe all operational safety regulations to ensure safety of the surrounding environment. Where the use of explosives is so provided or ordered or authorized, the Contractor shall, in respect of the importation, transportation, storage and use of explosives comply with the regulations of China and any modifications made thereto during the period of Contract. Attention is drawn to the fact that the various transport authorities and companies have also regulations concerning the transport and storage of explosives and these regulations are deemed to be known and completely understood by the Contractor who shall be responsible for all charges and expenses in complying with such regulations concerning the storage, transport and handling of explosives. Publications and 80.1 The Contractor shall not publish or disclose any Advertisements information or details concerning the Contract or the Works to any trade or technical paper without the prior approval of the Employer which approval shall not be unreasonably withheld. Publication of approved articles, photographs and similar materials shall acknowledge the Employer and shall state the name of the Engineer. The Contractor shall not exhibit, or permit to be exhibited, any trade or commercial advertisements on the Site, or on his construction Plant. All notices erected by the Contractor on the Site shall be subject to approval before they are erected and shall be removed immediately if the Engineer so directs. No member, officer, employee or agent of the Employer or Individuals Not 81.1 the Engineer shall be in any way personally bound or liable Personally Liable or liable for the acts or obligations of the Employer or the Engineer under the Contact or answerable for any default or omission of the Employer or the Engineer in the observance or performance of any of the acts, matters or things which are herein contained. No photographs of the Site or of the Works or any part Photographs 82.1 thereof or anything therein shall be taken except with the permission in writing of the Engineer having been obtained and no such photographs shall be published or otherwise circulated without the like permission. No such permission shall exempt the Contractor from complying with any statutory provisions in regard to the taking and publication of photographs. The Employer and Engineer shall respect the Contractor Respect 83.1 and his employees? religious belief and national customs. Religious Beliefs The Contractor and his employees? actions with respect to religious beliefs and national customs shall not interfere with execution of works under the Contractor and shall be in accordance with laws and regulations of China. The Contractor and his employees shall respect the religious beliefs and national custom of local people.