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International Standard Contract for Construction
THIS AGREEMENT is made and entered into on mm dd, 20yy (hereinafter referred to as the
"Effective Date") by and between
The Employer
The Korea International Cooperation Agency (hereinafter referred to as the "Employer")
Address
Represented by its office:
The Contractor, an entity eligible for the Bidding, and has been announced as the Successful Bidder
of the International Competitive Bidding held on mm dd, 20yy
Name of Company (hereinafter referred to as the "Contractor")
Address
WHEREAS, the Employer wishes to provide the below-mentioned construction works (hereinafter
referred to as the "Works") at the Site in X Country;
WHEREAS, the Contractor desires to execute such Works and to arrange other necessary matters to
the End-Users in X Country;
IT IS HEREBY AGREED based upon the principle of good faith and credit as follows:
The both parties have concluded this Agreement identified by
Contract ID:
Contract No.: Bidding No.:
Names of the Project and Host Country:
For the execution and other arrangements of the Works
Name:
Site:
Scope of the Works: See <Attachment 1>
For the Contract Price of Words [Name of Currency] ([Symbol] Figures )
During the Contract Period from this day to mm dd, 20yy
Under the General Conditions and the Special Conditions, respectively.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly
authorized representatives as of the day and year first written above.
KOICA: Korea International Cooperation Agency
Name
Title
The Contractor:
Name
Title
General Conditions of Contract
1. Definitions
In this Agreement, the following terms shall have the meaning set forth below:
(a) The “Counterparty” or “Agreement” means an individual or juridical person who has entered into
a contract for construction with KOICA.
(b) The “Engineer” means the Employer's staff, supervisor or construction manager appointed by the
Employer to carry out such duties as prescribed in Section 16.
(c) The “Design Document” means the construction work specifications, design drawings and
construction site instructions; provided, however, that, in case of construction works with the
estimated price of not less than 100 million won (excluding such construction works as prescribed in
Sections 18.2.b and 18.2.c), it includes bill of quantities by construction types (including the quantity
of works used to build up makeshift works).
(d) The “Bill of Quantities by construction types” means the sheet comprising of items/accounts of
Works and the specifications, quantity and unit of each item/account, and distributed to bidding
participants following the bidding notice or to the successful bidder after the selection thereof.
(e) The “Price schedules” means the Bill of Quantities provided by the Employer and subsequently
filled up by bidders or the Contractor with unit price, or, in case of a contract ad libitum, a statement
attachment submitted by the time of report of commencement of Works.
(f) The “day” means calendar day, while the expiry date shall be extended to the following business
day in case it falls on a Saturday, Sunday or a holiday.
(g) The “Site” means, where applicable, the place or places stated in the front page of this
Agreement.
(h) “Force Majeure” means storms, floods, earthquakes, war, riot, civil insurrection, fires,
epidemic, quarantine restrictions, freight embargoes, etc. which are beyond the reasonable
expectation of the parties at the time of execution of the Agreement and currently still beyond
reasonable control of the affected party, and could frustrate the purpose of the Agreement.
(i)Other terms, unless otherwise provided in this General Conditions of Contract(GCC), are subject to
the relevant KOICA regulations and implementing rules on procurement and contracting in respect of
the Foreign Grant Assistance Program, KOICA regulation on accounting and the Instructions on the
International Bidding for the Construction Works (hereinafter referred to as "KOICA Regulations",
"KOICA Rules", "Instructions", respectively).
2. Contract Documents
2.1 This Agreement shall consist of Contract Form, Design Document, Technical Specifications,
Instructions, General Conditions of Contract(GCC) and Special Conditions of Contract(SCC) as well
as Price Schedules, and other attachments; in case of conflict among the Contract Documents, the
governing priority shall be firstly special provisions then general provisions in nature.
2.2 The Employer may, in deciding SCC pursuant to Section 2.1, indicate such matters explicitly as
deemed necessary in view of the specific nature of the construction works to the extent not restricting
the contractual interests of the Contractor improperly.
2.3 Notices between the parties shall be deemed to be effective as a part of Contract Documents under
GCC.
3. Language
All the Contract Documents shall be made either in Korean or English; provided, however, that,
should there be any discrepancy or difference between the Korean version and the English one, if any,
the Korean version shall prevail.
4. Notice, etc.
4.1 Oral communications including notification, application, request, demand, reply, approval,
instruction and so on (hereinafter referred to as the "Notice") shall become effective with the
evidential supplement in writing.
4.2 The venue of the Notice shall be the address noted in the contracts, and the change of address shall
be notified immediately to the parties concerned.
4.3 The effect of the Notice shall, unless otherwise provided in the Contract Documents, come into
force upon the receipt of the parties concerned. In such a case, if the date of receipt falls on a holiday,
the Notice shall become effective the next date.
4.4 When the party concerned is requested in writing to respond to something subject to the
provisions of GCC or relevant laws and regulations in the course of performance of contracts, he/she
shall review it and reply in a sincere manner.
4.5 Any notice related with this Agreement shall be i) personally delivered, ii) transmitted by mail, iii)
transmitted via the Electronic Procurement System of the Employer, or iv) transmitted by e-mail,
telex or telefax with answerback or confirmed receipt thereof, to the parties, with the addressee
elected and confirmed in writing each other.
5. Assignment of Claims
The Contractor shall not assign the claims arising out of this Agreement (i.e., claims for Contract
Price) to a third party, nor grant such claims as security for the benefit of a third party, without prior
written consent of the Employer.
6. Contract Deposit, etc.
6.1 The Contractor shall furnish to the Employer i) Contract Deposit to ensure the conclusion and
performance of contract in the amount of 20 percent of the Contract Price, and ii) Maintenance
Security to ensure the maintenance and repair of the Works in the amount of three (3) percent of the
Contract Price, respectively, in a manner as required by the Employer in the form and substance.
6.2 In case that the whole or part of Contract Deposit may be exempted pursuant to the Instructions on
the International Bidding for the Construction Works, the Contractor may cause the Contract Deposit
to be replaced by the letter of undertaking to pay the relevant Contract Deposit.
6.3 In case the contract period is extended pursuant to Section 28, the Performance Security shall be
modified in line with such extended contract period and submitted to the Employer.
6.4 The period of the Contract Deposit shall, from the Effective Date, be no less than 60 days since
the termination date, and, in case of Maintenance Security, from the delivery date no less than 60 days
since the expiry of the Period of Maintenance Liability.
6.5 When the Employer is requested, with respect to the Works, to pay the advance payment to the
Contractor, the Contractor shall submit the Advance Payment Guarantee in a manner as required by
the Employer in the form and substance.
7. Disposal of Contract Deposit
7.1 When the Contractor fails to perform the obligations hereunder without any justifiable ground, the
Employer may revert to itself the proceeds of Contract Deposit and terminate this Agreement.
7.2 In case of the contract for the construction works on a long-term basis, the provisions of Section
7.1 shall apply mutatis mutandis where the Contractor fails to execute the contract for the second
phase construction.
7.3 In case that the letter of undertaking to pay the Contract Deposit is submitted pursuant to Section
6.2, the Contractor shall pay the relevant Contract Deposit in cash without delay upon the request of
the Employer to pay such Contract Deposit on the occasion of confiscating the Contract Deposit.
7.4 In confiscating the Contract Deposit under Sections 7.1 and 7.2, such Contract Deposit shall not
be set off with the unpaid amount of the then performed Works.
7.5 The Contract Deposit furnished by the Contractor shall be returned to the Contractor without
delay upon its request after this Agreement has been completely performed.
8. Construction Period
8.1 The commencement date shall be the earlier one of i) the date when the report of commencement
of Works is submitted to the authorities concerned pursuant to the relevant law of the Host Country,
or ii) the date when civil engineering works start. The report of commencement of Works shall be
submitted within ten (10) dates from obtaining the approval of construction.
8.2 If the Contractor fails to commence the Works on the commencement date without its fault, the
commencement date shall be the date when the Contractor takes over the construction site. In this case,
the Contractor may request the extension of the construction period.
8.3 The completion date shall be the date when the Contractor requires the Employer to inspect the
Works in writing upon completing the Works; provided, however, that it is available only when the
Works finally pass such inspection subject to Section 29.
9. Casualty Insurance for Works
9.1 The Contractor may enter into casualty insurance to insure the subject of this Agreement and the
damages for the benefit of a third party.
9.2 In effecting the casualty insurance pursuant to Section 9.1, the Contractor shall make the
Employer, the Contractor itself, sub-contractor and other interested person of such Works jointly the
insured, and obtain the prior consent of the Employer in case that other person than the Employer
receives the insurance money owing to the occurrence of perils insured.
9.3 The insurance amount for the subject of this Agreement shall be based upon the net Contract Price
(amounting to the Contract Price less VAT and premium plus the price of materials provided by the
Host Country or KOICA. The same shall apply to the following provisions) of the insured part of the
Works.
9.4 The Contractor shall cause the effective period of casualty insurance pursuant to Section 9.1 to be
from prior to the commencement time to the date of turn-over of the Works to the Employer, and
submit the certificate of insurance policy at the time of submitting the report of commencement of
Works.
9.5 The Contractor shall use the insurance money preferably for the recovery the relevant Works in
case that the insurance money is paid owing to the occurrence of perils insured, and shall not delay
nor reject such recovery because the payment of insurance money is delayed or insufficient.
9.6 The Contractor shall, in effecting the casualty insurance, make its right and obligation based on
the insurance contract be succeeded to the joint and several guarantor or a guarantee organization in
case that the joint and several guarantor or a guarantee organization executes the Works on behalf of it.
In case that the new Contractor is elected upon the termination of this Agreement subject to Sections
42 and 43, the previous Contractor shall make its right and obligation based on the insurance contract
be succeeded to the new Contractor.
9.7 In case that there takes place a difference between the premium on the projected price statement
prepared by the Employer or that on the statement of bid quotations submitted by the Contractor, and
the actually paid premium to the insurance company, the Contractor shall not reject the insurance
contract nor demand the settlement of such difference.
10. Altered Status of Site
10.1 The Contractor shall notify the Employer immediately in writing of the occurrence of any of the
following events subsequent to the execution of this Agreement before the state has been altered:
(a) The natural conditions and artificial impediments of the Site which are remarkably different from
the status as prescribed in the Agreement, and make impossible the progress of the Works; or
(b) The natural status of the site which is remarkably different from the generally imposed status in
view of the nature of the Works, and makes impossible the progress of the Works.
10.2 The Employer shall inspect the status quo of the Site regarding Section 10.1 immediately upon
the receipt of the notification of the Contractor and take appropriate measures; provided, however,
that the same shall not apply where the Contractor continues to execute the Works without notifying
the Employer in writing in advance of the altered status of the site.
11. Inspection of Materials
11.1 The materials to be used for the Works shall be in conformity with the quality standard of the
Host Country and brand-new one, and their quality, specification, name of item, etc shall be identical
with those in the Design Document. However, what has not been explicitly described in the Design
Document shall be brand-new one above the standard model and the most appropriate one to attain
the purpose of the Agreement.
11.2 The Contractor shall certainly cause the samples, catalog and so forth to be inspected by the
Employer or the Engineer designated by it prior to using the materials, and the materials which fail to
pass the inspection shall be immediately replaced with the new one and inspected again.
11.3 The materials which is determined as off-grade in the inspection subject to Section 11.2 shall not
be used for the Works; provided, however, that, in case of the objection of the Contractor against the
inspection under Section 11.2, the Contractor may demand the reinspection of the materials. When
such reinspection is deemed necessary, the Employer shall make arrangements for their reinspection
without delay except in an unavoidable situation.
11.4 When the Employer is requested by the Contractor to inspect the materials to be used for the
Works or to do reinspection under Section 11.3, the Employer shall not delay the inspection without
any justifiable reason.
11.5 In case the Contractor would not immediately transport or replace the off-grade materials, the
Employer may remove or replace such off-grade materials at the expense of the Contractor.
11.6 The Contractor shall bear the cost incurred for the inspection of materials, and shall not demand
the extension of the contract period on account of the inspection or reinspection.
11.7 In case that a test or assembly of materials is required, the Contractor shall cause such test or
assembly to be conducted at the presence of the Employer.
11.8 In executing the Works sunken underwater or buried underground, or uncapable of inspection
from outside after completion, the Contractor shall do the job at the presence of the Engineer;
provided, however, that subject to the prior written consent of the Engineer in case of employing
photographs, video tapes, etc. to examine the construction method, the Contractor may do so without
the Engineer's presence.
11.9 When the Contractor executes the Works in breach of the conditions as prescribed in Sections
11.1 through 11.7 or not in conformity with the Design Document, the Employer may demand the
Contractor to replace or reconstruct then performed Works.
11.10 In case of Sections 11.2 through 11.8, it is not allowed to adjust the contract price or extend the
contract period; provided, however, that the contract period may be extended for the period required
for the reinspection only when the reinspection pursuant to Section 11.3 proves the materials fit and
proper for the Works.
12. Safety of Works
12.1 The Contractor shall conduct the sufficient investigation on the safety of Works to prevent
industrial perils, and take the best necessary measures including the installation of safety facilities and
insurance, etc. (hereinafter referred to as the "Safety Cost"). The contract price hereunder includes the
Safety Cost.
12.2 The Contractor shall use the Safety Cost subject to the regulations regarding construction and the
laws regarding the safety and public health of the Host Country. the Employer may deduct the amount,
which was used for a different purpose or not used at all for any purpose, at the time of settlement
upon the completion of the Works.
13. Insurance and Casualty Compensation
13.1 The Contractor shall make the probable accidents to human resources, put to work for the
performance of this Agreement, insured at its cost, which is included in the Contract Price.
13.2 The Contractor shall submit to the Employer a copy of insurance certificate giving evidence of
the insurance contract for the human resources put to work for the performance of the Works prior to
their detachment.
13.3 The Contractor shall be totally liable, regardless of civil or penal liability, for the illness, injury,
death and other loss of the Contractor's employees, the Employer's staff and a third party, and
responsible for the matters in the capacity as such an employer or sponsor as prescribed in the labor
law, industrial casualty compensation insurance law of the Host Country.
14. Contractor's Representative
14.1 The Contractor shall, prior to the commencement of the Works, station qualified construction
engineers (such qualified persons as required by the relevant laws of the Republic of Korea or the
Host Country) as required by the Employer on the Site, and, after electing one of them as the
Contractor's Representative on the Site, shall notify the Employer thereof.
14.2 The Contractor's Representative of Section 14.1 shall station itself continuously on the Site in
conformity with the relevant laws of the Host Country, and represent the Contractor in all respects of
executing the Works subject to the Contract Documents and the instructions of the Engineer, dealing
with keeping order of the Site and other matters related with the Works
14.3 In case that the Employer or the Engineer demands the replacement of the Contractor's
Representative appointed under Section 14.1 claiming that the Contractor's Representative is
incapable of the Works on account of weak physical conditions, insufficient capability and so on, the
Contractor shall, without delay, respond to it except otherwise asserting justifiable reasons not to
replace him.
15. On-site Laborers
15.1 The Contractor shall recruit laborers equipped with skills and experiences necessary for the
execution and management of the Works, and be accountable for activities of such laborers.
15.2 In case that the Employer demands the replacement of the laborer recruited by the Contractor,
who is deemed unsuitable for the execution and management of the Works, the Contractor shall
immediately replace such laborer, and never recruit such laborer again for the execution and
management of the Works without the consent of the Employer.
15.3 The Contractor shall cause the Works undertaken by it to be executed properly in conformity
with the construction related laws and the social security act of the Host Country, and any measures
for the construction workers shall be taken at the cost and responsibility of the Contractor.
16. The Engineer
16.1 To secure the appropriate execution of the Works, the Employer shall supervise such Works by
itself or appoint the Engineer who will carry out the following duties on behalf of the Employer, and
the Contractor shall cooperatively observe the instructions and supervision of the Works conducted by
the Employer and/or its Engineer:
(a) To supervise and attend the overall Works;
(b) To do instructions, approval or advisory recommendations to the Contractor in performing the
Agreement;
(c) To attend the inspection or test of the materials and execution of the Works;
(d) To attend and confirm the inspection of performed or completed part of the Works, or the delivery
of the subject matter of the Works;
(e) To comply with the provisions on duty of care provided in the relevant laws on construction
technology management of the Host Country and prescribed in GCC; and
(f) Other matters delegated by the Employer with respect to the supervision of the Works.
16.2 When the Employer appoints the Engineer pursuant to Section 16.1, the Employer shall
immediately give notice to the Contractor of such appointment.
16.3 The Engineer shall exempt, reduce or increase the duties and responsibility of the Contractor
without the approval of the Employer.
16.4 In case that the instruction or decision of the Engineer is deemed in violation of the provisions of
GCC or improper to the performance of the Agreement, the Contractor may immediately require the
Employer to take necessary measures by describing its ground.
16.5 The Employer shall take the necessary measures within 14 days from the request for corrective
measures under Section 16.4.
16.6 The Contractor shall submit to the Engineer the copy of any document to be submitted to the
Employer.
17. Commencement of Works and Progress Report
17.1 The Contractor shall commence the Work in accordance with the Contract Documents, and, at
this juncture, submit to the Employer the report on the commencement of Works including the
following documents:
(a) Report appointing the construction engineers under the framework law and regulations on
construction of the Host Country;
(b) Programme or the projected schedule of the Works;
(c) Plan for the management of security, environment and quality of the Works;
(d) Plan for the use of laborers, and equipment and material by projection;
(e) Photographs of the Site just before the commencement of Works; and
(f) Other matters instructed by the Employer.
17.2 When the change of documents, which have been submitted under Section 17.1, is necessary
owing to the modification of designs or any other provisions of the Agreement in the midst of
performing the Agreement, the Contractor shall submit the modified documents subject to the
approval of the Employer.
17.3 In case that the modification of documents submitted under Sections 17.1 and 17.2 is deemed
necessary, the Employer may request the Contractor to modify such documents.
17.4 The Employer may request the Contractor to submit the progress report on the Works performed
by month within 14 days of the following month by clarifying the following matters, and the
Contractor shall respond to it;
(a) The rate of progress of the Works by month and performed Contract Price;
(b) The status quo of laborers, equipment and materials;
(c) Any modification of the Agreement and the Contract Price;
(d) Photographs describing the progress of the Works on the Site;
(e) Other matters instructed by the Employer.
17.5 In case that the completion of the Works is deemed impossible by the prescribed time because of
delayed progress of the Works, the Employer may request the Contractor to take necessary measures
how to recover the progress of the Works apart from the monthly reports prescribed in Section 17.4.
18. Modification of Design, etc.
18.1 The modification of design shall be allowed in any of the following cases:
(a) There is ambiguity, omission, error or discrepancy in the Design Document;
(b) There is difference between the status quo of the Site including terrestrial condition and waters,
and the Design Document;
(c) There is expectation of such significant effects as saving of construction costs and acceleration of
construction period and so on by adopting brand-new technology and method of construction;
(d) Other cases where the Employer deems it necessary to modify the Design Document.
18.2 The modification of design pursuant to Section 18.1 shall not include the following items;
(a) The Price Schedules of the Works whose contract has been executed by means of bidding for the
projected Contract Price under 100 million won;
(b) The Price Schedules of the Works whose contract has been executed as a contract ad libitum;
(c) The Price Schedules of the Works whose alternative has been adopted as a result of consideration
of the comprehensive bidding, project by means of executed design and/or performance bidding and
the alternative bidding.
18.3 The modification of design pursuant to Section 18.1 shall be completed before executing the part
of the Works which necessitates such modification of design; provided, however, that, in case that it is
deemed necessary to execute the Works in emergency because of expected downgrade of quality and
others as a result of delayed progress of the Works, the Employer shall make clear the timing of the
modification of design in consultation with the Contractor, and may allow the Contractor to execute
the Works even before such modification of design.
19. Modification of Design owing to Errors, etc. of Design Document
19.1 When the Contractor finds the ambiguity, omission, error or discrepancy in the Design
Document while executing the Works, the Contractor shall notify the Employer of such fact by
describing the details in writing via the Engineer before executing the part of the Works in need of the
modification of design.
19.2 Upon receiving the notice stated in Section 19.1, the Employer shall take necessary measures so
that the Works may be executed in a proper manner, including the modification of design by means of
any of the followings:
(a) To decide, in case that there is ambiguity in the Design Document (thereby unable to confirm the
method of construction and materials to be used), whether the modification of design is necessary on
the basis of matters confirming the method of construction and materials to be used in accordance
with the original Design Document after considering the opinion of the original designer, the
statement of unit price schedule or the calculation of quantities prepared by the Employer;
(b) To supplement, in case that there is omission or error, the Design Document to secure the
operation and security of the Works after examining such fact;
(c) To conform the Bill of Quantities to the drawings and specifications in case that such drawings
and specifications are consistent but different from the Bill of Quantities; or
(d) To conform the Bill of Quantities to the confirmed drawings or specifications in case that the
drawings and specifications are inconsistent each other, and the Bill of Quantities is different from
such drawings or specifications, after confirming the drawings or specifications so as to ensure the
best execution of the Works.
19.3 The provisions of Sections 19.2(c) and 19.2(d) shall not apply to the Works pursuant to Section
18.2; provided, however, that, in case of the Works pursuant to Section 18.2, the drawings and
specifications are inconsistent each other, the provisions of the relevant laws and regulations, and
bidding-related documents shall decide the priority.
20. Modification of Design owing to Discrepancy between the Status Quo of Site and Design
Document
20.1 When the Contractor finds that the status quo of the Site including terrestrial condition, waters,
burials, etc. is quite different from the Design Document while executing the Works, the Contractor
shall immediately notify the Employer of such fact by describing in writing via the Engineer how the
status quo of the Site is different from the Site based on the Design Document.
20.2 The Employer shall notify the Contractor in respect of the modification of design in
consideration of the opinion of the Engineer and others after requesting the Engineer to investigate the
Site upon the receipt of the notification pursuant to Section 20.1 and to submit his/her opinion on
whether the modification of design is necessary.
21. Modification of Design owing to New Technology and New Method of Construction
21.1 When the Contractor deems new technology and method of construction (including the
technology and method of construction, and equipment and materials, etc. with the identical functions
and effects and above with the design produced by the Employer. The same shall apply to the
following provisions) having a remarkable effect on saving the construction cost and shortening the
construction period, etc., the Contractor may request the Employer of the modification of design in
writing via the Engineer with the following attachments:
(a) Detailed explanation regarding such suggestion;
(b) The price schedules regarding such suggestion;
(c) The projected schedule of the Works modified in line with Section 17.1(b);
(d) The probable effect for the saving of construction cost and acceleration of construction period; and
(e) Other references.
21.2 In case of the request of the modification of design pursuant to Section 21.1, the Engineer shall
notify the Employer of his/her opinion regarding such request. The Employer shall notify the
Contractor of the result of consideration of the opinion of the Engineer and others.
21.3 When the request pursuant to Section 21.1 has been approved, the Contractor shall without delay
submit to the Employer via the Engineer detailed drawings for the Works to be executed by adopting
such new technology and method of construction.
21.4 The Contractor shall not raise objection against the decision by the Employer pursuant to Section
21.2, and the Contractor shall not claim to the Employer the expenses incurred for the development of
the new technology and method of construction, as well as the expenses for the execution of the
Works based on the design modified in line with the new technology and method of construction in
case that it is proved impossible to execute the Works by means of such new technology and method
of construction.
22. Modification of Design owing to KOICA's Necessity
22.1 In case that the Employer deems it necessary to modify the design on account of the followings,
the Employer may notify the Contractor thereof in writing:
(a) The need of additional Work accompanied by the modification of part of the Works;
(b) The removal of specified trade of the Construction Works;
(c) The modification of the programme;
(d) The modification of method of construction; and
(e) Other modification for the proper performance of the Works.
22.2 The Employer shall notify the Contractor of the modification of design pursuant to Section 22.1
with the following attachments; provided, however, that, in case of the impossibility to prepare for the
modified design, the Employer may notify the Contractor of the outline of such modified design:
(a) The outline of the modified design;
(b) The modified drawings and specifications of Works; and
(c) Other necessary documents.
22.3 Upon receiving the notice prescribed in Section 22.1, the Contractor shall notify the Employer of
whether such modified design is executable (if it is deemed impossible, the reasons and evidential
data shall be attached) in writing via the Engineer.
23. Additional Measures following Modification of Design
23.1 In case of the modification of design pursuant to Section 18.1, the Employer shall listen to the
opinion of the original designer to make the scope of responsibility arising out of defects clear insofar
as such modified design is related with the security of the Works owing to the structural change.
23.2 In case of the modification of design pursuant to Section 22, the Employer may have the
Contractor submit the followings via the Engineer, and, in such a case, the Contractor shall respond to
it:
(a) The modified programme of the relevant type of Works;
(b) The modified drawings and detailed drawings of the relevant type of Works;
(c) The Contract Price and period in need of adjustment; and
(d) Other matters which influence the process of the Works.
23.3 In case that the Contractor modifies and submits the original drawings and detailed pursuant to
Section 23.2.b, the Employer may pay, in consultation with the Contractor, the expenses incurred for
such modification to the extent not exceeding the actual cost.
24. Adjustment of Contract Price subject to Modification of Design
24.1 Once the Agreement is executed, the Contractor shall not demand to adjust the Contract Price or
reject to perform the Works on ground of not knowing the conditions of the contract.
24.2 In case that the modification of design results in the increase or decrease of the volume of Works
owing to the change of construction method and materials to be used, the Employer shall adjust the
Contract Price on the basis of any of the followings:
(a) The unit price of such increased or decreased volume of Works shall be the unit price under the
contract; provided, however, that, in case of the unit price under the contract higher than the projected
unit price with increased volume, the unit price applicable to such incremental volume shall be the
projected unit price; or
(b) The unit price for the item not existing in the price schedules (applicable to the same kind of item
of different function or specification, and hereinafter referred to as the "New Item") shall be the
amount of the unit price derived from the modification of design (at the time when the Employer
confirm the modified drawings in case of the required modification of design, or at the time when
both parties agree in writing on the modification of design in no need of such modification) multiplied
by the ratio of successful tender price (meaning the ratio of the successful tender price or the Contract
Price against the projected price. The same shall apply to the following provisions).
24.3 In case that the Employer demands the modification of design (applicable to where there is no
fault on the part of the Contractor), the increased volume or the unit price of the New Item shall,
notwithstanding Section 24.2, be subject to the consultation between the Employer and the Contractor
within the scope of the amount which shall be the unit price calculated at the time of modification of
design multiplied by the ratio of successful tender price.
24.4 In case of the modification of design pursuant to Section 21, the amount equivalent to 30 percent
of the relevant savings shall be reduced from the Contract Price.
24.5 The proportional costs (including indirect labor cost, industrial casualty insurance premium,
industrial security and health management cost), and general and administrative expenses and profits
against the incremental Contract Price pursuant to Sections 24.2 and 24.3 shall be based on the rate of
such proportional costs, and the rate of general and administrative expenses and profits as specified in
the price schedules, but shall not exceed the rate as specified in the relevant laws and designated by
the Minister of Finance and Economy of the Republic of Korea.
24.6 In case that the Employer intends to increase the Contract Price pursuant to Section 24.2, which
has been successfully awarded with below 86 percent of the projected price, and when the adjusted
incremental amount is more than 10 percent of the initial Contract Price, the Employer shall obtain the
approval of the President of KOICA.
24.7 In case that the unit price of a part of type of Works is prepared by way of the aggregate sum
(hereinafter referred to as the "One-set Unit Price") rather than classified and prepared in terms of
detailed type of Works, the Contract Price shall be adjusted pursuant to Sections 24.2 through 24.6 if
the components of the One-set Unit Price have been altered by the change of design drawings or
specifications.
24.8 In case that the Contract Price is adjusted pursuant to Sections 24.2 through 24.7, the Employer
shall adjust the Price Contract within 60 days from the date of the request for such adjustment. When
the delay of the allotment of budget or other adverse situation is expected, the Employer may extend
the adjustment period in consultation with the Contractor. In case of being alloted insufficient budget
enough to adjust the Contract Price, the Employer may pay the consideration by reducing the volume
of Works, etc.
24.9 If the Employer could find that the Contractor has requested pursuant to Section 24.8 for the
adjustment of the Contract Price improperly, the Employer shall without delay take corrective
measures i.e., demanding necessary modifications. In such a case, the period from the date when the
Contractor is requested of such modifications to the date when the Employer is notified of such
modifications shall not be included in the period as specified in Section 24.8.
25. Modification and Suspension of Works
25.1 The Employer may, if necessary, demand the Contractor to change, or add something to, the
Works or to suspend the whole or part of Works in writing. In case that, by doing so, it is deemed
necessary to extend or shorten the construction period, or to increase or decrease the Contract Price,
the Employer shall adjust the Contract Price in consultation with the Contractor.
25.2 In case that the Contractor is in violation of the Agreement and GCC, the Employer may order
the Contractor to suspend the Works and to withdraw the Contractor's personnel and employees from
the Site. As for the delay of the Works or other matters arising out of the preceding incident, the
Contractor shall not demand the Employer to extend the construction period or adjustment of the
Contract Price.
25.3 The Contract Price for the Works which have been added by the instruction of the Employer
shall be adjusted subject to consultation between the Employer and the Contractor.
26. Emergency Measures
26.1 When it is deemed necessary to prevent casualties during the construction period, the Contractor
shall take necessary measures in advance taking advice from the Engineer.
26.2 The Engineer may demand the Contractor to take emergency measures orally or in writing on
account of preventing casualties or executing the Works. In such a case, the Engineer shall
supplement such oral demand with written formalities.
26.3 Upon receiving the demand pursuant to Section 26.2, the Contractor shall immediately respond
to it; provided, however, that, at the reluctance of the Contractor, the Employer may have a third party
take emergency measures over the transom at the cost of the Contractor.
27. Delay Damages
27.1 If the Contractor fails to complete the Works until the time for completion stated in the
Agreement (meaning the date of submitting the completion report), the Contractor shall pay the
amount in cash, calculated by multiplying the Contract Price by the rate of delay damages, as
specified in the Agreement, for the number of days delayed (hereinafter referred to as the "Delay
Damages").
27.2 When the Employer deems the delay has been caused by any of the followings, the
corresponding days shall be excluded from the days delayed:
(a) Force Majeure incidents as prescribed in Section 34;
(b)Impossibility to execute the Works because the supply of essential equipment and materials
irreplaceable by the Contractor has been delayed by the events imputable to the Employer;
(c) Delay of commencement of Works or suspension of construction caused by the events imputable
to the Employer; or
(d) Other delays of Works caused by the events unimputable to the Contractor.
27.3 The Employer shall calculate the number of days delayed under Section 27.1 on the following
manner:
(a) When the Contractor has submitted the completion report until the completion date, the period of
time consumed for the inspection of the Works pursuant to Section 29 shall not be included in the
days delayed; provided, however, that, in case of the corrective measures taken under Section 29.3
after the completion date, the period from the day of corrective measures to the day when it has finally
passed the inspection on completion (In case that the period of inspection exceeds such period as
prescribed in Section 29, such period shall be the maximum. The same shall apply in the following
provisions.) shall be included in the days delayed.
(b)When the Contractor has submitted the completion report past the completion date, the period from
the next day following the completion date to the day when it has finally passed the inspection on
completion (In case of the corrective measures, the final inspection of completion shall apply) shall be
included in the days delayed.
27.4 The Employer may set-off the Delay Damages pursuant to Section 27.1 from the consideration of
the Works to be paid to the Contractor.
27.5 When the Employer has used a whole or part of the Works pursuant to Section 32, the
corresponding portion of price shall be deducted from the Contract Price.
27.6 When the Delay Damages arising out of the non-performance of the Contractor have reached the
amount corresponding to the Contract Deposit set forth in Section 6, the Employer may terminate the
Agreement and revert such deposit to the Employer.
28. Extension of Contract Period
28.1 In case that any of the events specified in Section 27.2 takes place during the initial contract
period, the Contractor shall, without delay, request to the Employer in writing the extension of the
contract period via the Engineer with the modified schedule of the Works against the schedule set
forth in Section 17.1.b.
28.2 When the Employer is notified of the request for the extension of the contract period stated in
Section 28.1, the Employer shall immediately make investigation into such an event and take such
necessary measures as the extension of the contract period to facilitate the performance of this
Agreement.
28.3 When the Employer approves the extension of the contract period stated in Section 28.1, the
Delay Damages set forth in Section 27 shall not be levied during the extended period.
29. Inspections
29.1 Upon completing the Works, the Contractor shall notify the Employer of the fact in writing e.g.,
the completion report, and request the inspection thereof.
29.2 When the Employer receives the notification set forth in Section 29.1, the Employer shall, within
20 days from such notification, inspect the performance of the Works in the presence of the
Contractor on the basis of the Agreement, drawings, completion report and other documents; provided,
however, that, in case of Force Majeure, the inspection might be extended during the period of Force
Majeure and three(3) days after its extinction.
29.3 When the Employer finds the whole or part of performed Works in breach of the Agreement or
in an improper state during the inspection set forth in 29.2, the Employer shall cause the Contractor to
take necessary corrective measures, and thereafter to undergo the inspection again. In this case, the
period as prescribed in Section 29.2 shall begin from the day when the Contractor notifies the
Employer of the Works corrected.
29.4 In case that the contract period is extended pursuant to Section 29.3, the Employer shall cause
the Delay Damages levied against it pursuant to Section 27.
29.5 The Contractor shall attend, and cooperate in, the inspection of the Works pursuant to Section
29.2. Sections 29.3 and 29.4 shall apply mutatis mutandis to the delay which was caused by the
Contractor's rejection to attend or reluctance to cooperate in the inspection.
29.6 Upon finishing the inspection, the Employer shall, without delay, notify the Contractor of the
result thereof. In this case, the Contractor may request the reinspection when the Contractor has an
objection to the inspection, and the Employer shall respond to it insofar as there proves to be
justifiable reasons for such reinspection.
29.7 When the Contractor is notified of the completion of inspection pursuant to Section 29.6, the
Contractor shall remove immediately all construction facilities, surplus equipment and materials,
wastes and make-shift structures from the Site and keep the Site in order.
30. Taking-over
30.1 After notifying the inspection has been finished pursuant to Section 29.6, the Employer shall
issue the taking-over certificate of the Works, and take over the Works upon the request of taking-
over.
30.2 In case that the Contractor requests the Employer to take over the Works, the Employer shall
cause the Contractor to submit the statement at completion with the following items attached thereto,
if deemed necessary in view of the construction size, etc.:
(a) Five (5) copies of each photograph (10"x15") of the front, back and side of the completed Works
and their original films or digital files thereof;
(b)Five (5) copies of video tape (VHS) taken during the inspections as set forth in Section 29; and
(c) The completion report containing the administrative process from the commencement to
completion, participating engineers, participant companies, etc.
31. Cooperation with Related Works
In case that there is other related works under progress, the Contractor shall cooperate with best
efforts for the execution of such related works and other jobs for such related works to make progress.
32. Partial Use
32.1 Prior to taking over the Works, the Employer may use the whole or part of the Works with the
consent of the Contractor.
32.2 In case of Section 32.1, the Employer shall conduct its duty of care as a good faith administrator
for the Works used by it.
33.3 The Employer shall hold the Contractor harmless and bear corresponding costs in case that such
use as stated in Section 32.1 has caused damages to the Contractor or increased the expenses incurred
by the Contractor.
33. Damages
33.1 The Contractor shall indemnify the Employer, the Employer's personnel or a third party
for all damages and losses arising out of its willful act or negligence in respect of any
contracted construction work and the Works.
33.2 The damages and losses stated in Section 33.1 which have proved to be attributable to
the Employer's willful act or negligence shall be assumed by the Employer.
33.3 In case that the Contractor's sub-contractor has caused damages and losses to the
Employer, the Employer's personnel or a third party out of its willful act or negligence in
respect of any sub-contracted construction work and the Works, the Contractor shall
indemnify them for such damages and losses jointly and severally with the sub-contractor.
33.4 In case of the Works insured by the casualty insurance stated in Section 6, what has been
assumed by the Contractor or the Employer pursuant to Section 33.1 and 33.2 shall be the
portion exceeding the amount covered by such casualty insurance.
34. Force Majeure
34.1 The damages and losses caused by Force Majeure to the performed part of Works inspected
pursuant to Section 29 shall be assumed by the Employer, and the other part shall be assumed subject
to the consultation between the Employer and the Contractor.
34.2 When the damages and losses caused by Force Majeure as stated in Section 34.1 during the
period of executing the Agreement, the Contractor shall without delay give notice to the Employer of
such event. Upon receiving the notice, the Employer shall immediately investigate such event and
confirm the damages and losses before notifying the Contractor of the result thereof. In this case, the
Employer may take the opinion of the Engineer into account.
34.3 When the consultation stated in Section 34.1 fails to occur, it shall be subject to Section 54.
35. Remedying Defects
35.1 The Contractor shall remedy all defects or damage arising out of the Works during the period
from the earlier of the day taking over the whole Works or the day of inspection on completion to the
day specified in the Agreement (hereinafter referred to as the "Period of Maintenance Liability"). In
addition, if the occurrence of such defects or damage, or the request of remedying such defects or
damage takes place during the Period of Maintenance Liability, the Contractor shall remedy such
defects or damage at its own responsibility and cost after the Period of Maintenance Liability expires.
35.2 Upon receiving the notice of request to remedy defects or damage, the Contractor shall
immediately remedy such defects or damage, and submit the report to the Employer describing the
causes of such defects or damage and corresponding measures thereof.
35.3 When the Employer demand to remedy or repair the defects or damage occurring during the
Period of Maintenance Liability, the Employer shall without delay respond to such demand; provided,
however, that the Employer may remedy or repair such defects or damage directly by using the
maintenance security, or demand the costs incurred by a third party performing the job on behalf of
the Employer.
36. Maintenance Guaranty
36.1 The Contractor shall pay the amount as specified in the Agreement to ensure the remedy or
repair of defects or damage of the Works (hereinafter referred to as the "Maintenance Guaranty"),
amounting to the Contract Price (or the adjusted price in case of adjustment of the initial Contract
Price) multiplied by the ratio of maintenance guaranty, in the manner as prescribed by the Employer.
36.2 In case that the Contractor would not respond to the demand of the Employer to remedy or repair
as stated in Section 35.1 during the Period of Maintenance Liability, the Maintenance Guaranty stated
in Section 36.1 shall be reverted to the Employer.
36.3 When the Employer finishes the final inspection at completion within 14 days from the expiry
date of the Period of Maintenance Liability, the Employer shall issue a certificate of remedy
completion to the Contractor.
36.4 The responsibility and liability of the Contractor ceases to exist from the date of the certificate of
remedy completion pursuant to Section 36.3.
37. Assumption of Costs and Expenses
37.1 The costs and expenses, incurred for using waters, electricity, fuel and other utilities, accrued
during the execution of the Works until the date of taking-over certificate shall be assumed by the
Contractor.
37.2 The administrative expenses necessary for the completion of buildings and other structures set
forth in the relevant laws of the Host Country shall be borne by the Contractor at its cost and
responsibility.
38. Special Responsibility
The Employer may set forth a special condition which requires the Contractor to be liable for the
defects or damage not discovered during the inspection set forth in Section 29, when it is deemed
necessary in accordance with the characteristics of the Works and the relevant provisions of the
relevant laws even though the certificate of remedy completion has been issued pursuant to Section
36.3.
39. Handling of Excavations
39.1 All fossils, coins, articles of value and other remains or items of geological or archeological
interest found on the Site shall be treated and disposed of as stated in the relevant laws and regulations.
39.2 When the Contractor has found such remains or items set forth in Section 39.1, the Contractor
shall give notice immediately to the Employer of the fact, and follow the instruction of the Employer,
and further, in handling such remains or items, take all appropriate precautions to keep them from
damage.
40. Approval of Sub-Contract, etc.
40.1 The Contractor shall not delegate or sub-let the whole or part of the Works to a third party
without the prior approval of the Employer.
40.2 In case of the sub-let pursuant to Section 40.1, the obligation of the Contractor under the
Agreement shall not released.
40.3 When the Contractor intends to sub-let the contracted Works to a third party, the Contractor shall
do so subject to the relevant laws and regulations including the framework act on construction
industry and the fair trade act on sub-let transactions of the Republic of Korea and the Host Country,
and comply with the relevant laws and regulations of the Republic of Korea and the Host Country
concerning the election of a sub-contractor, execution and performance of the sub-contract, and
payment of sub-contract price.
40.4 In case that the Employer finds a significantly inappropriate sub-contractor executing the Works,
the Employer may demand in writing the Contractor of the replacement of such a sub-contractor or
the modification of the sub-contract describing the reasons within 30 days from the date of notifying
of such sub-contract or knowing such reasons, and the Contractor shall immediately respond to such
demand.
41. Direct Payment to Sub-Contractor
41.1 When the direct payment of sub-contract amount be required, of the sub-contracts executed by
the Contractor, by the relevant laws and regulations including the fair trade act on sub-let transactions
and the framework act on construction industry of the Republic of Korea and the Host Country, the
Employer may make direct payment of the sub-contract amount to the sub-contractor for the portion
of the Works executed by such sub-contractor.
41.2 When the Employer has made direct payment of the sub-contract amount to the sub-contractor
pursuant to Section 41.1, the obligation of the Employer to pay the Contract Price to the Contractor
shall be deemed to be discharged to the extent that the Employer has paid to the sub-contractor.
42. Representations and Warranties
The Contractor, unless otherwise provided in SCC, hereby represents and warrants that:
(a) It was established in the eligible country, and has full legal power to enter into and perform this
Agreement and good capacity to do business;
(b) It has obtained the government approval, consent and authorizations, if any, necessary to execute
the Works;
(c) It has conducted in a sincere manner such administrative process in oder to perform this
Agreement including pre-qualification required by the Employer;
(d) It has warranted the quality of the Works, and re-construction or refund, if applicable, in case of
the Works with some defects;
(e) It has guaranteed the stated price is not higher than the regular price;
(f) It will not pay the expenses to perform its obligations hereunder out of country exceeding the
Contract Price hereof;
(g) It shall waiver its sovereign immunity, if applicable, even though it is a state-owned company of
the Host Country.
43. Covenants
The Contractor, unless otherwise provided in SCC, hereby covenant to the Employer, to the extent
that this Agreement applies, that:
(a) It shall not employ any fraudulent, deceptive and corrupt manner in executing the Works;
(b) It shall not make any sub-contract with a third party without prior written consent of the Employer;
(c) It shall not assign its contractual status, rights and obligations to a third party without prior written
consent of the Employer;
(d) It shall pay taxes, duties, assessments and governmental charges related with the Works when due;
and
(e) It shall report to the Employer immediately any event or incident that may materially affect the
performance hereof.
44. Events of Default and Claim for Damages
44.1 In the event that the Contractor fails to observe or comply with its obligation hereunder including
any representation, warranty or covenant made by the Contractor hereunder, in particular, with respect
to non-bribery and integrity, or meet any reasonable request of the Employer, it shall be deemed to
constitute breach of contract.
44.2 The Contractor shall be liable to the Employer for any loss, actual damages and/or
special damages, incurred by the Employer arising out of the events stated in Section 44.1.
45. Termination Owing to Contractor's Fault
45.1 The Employer may, without prejudice to any other remedy for breach of Contract, terminate the
whole or part of this Agreement if any of the followings takes place; provided, however, that, in case
of Section 45.1c, the Employer shall terminate the whole Agreement:
(a) The Contractor fails to commence the Works past the commencement date agreed upon;
(b) The Contractor is deemed to fail, or unlikely, to complete the Works until the date for completion
owing to its own fault;
(c) The delay damages stated in Section 27.1 have reached the amount equivalent to the Contract
Deposit or 10 percent of the Contract Price of this Agreement, or the corresponding installment of the
long-term continuing contract;
(d) The Contractor fails to conclude the second installment and thereafter of the long-term continuing
contract;
(e) The Contractor has committed bribery or illegal and corrupt practices to hinder the ordinary
management of the contract in performing the Agreement;
(f) The suspension of business, cancellation of operation, etc. have been inflicted upon the Contractor
by the authorities concerned;
(g) The Works are deemed to be hardly completed until the date for completion owing to the
composition or court receivership against the Contractor or insolvency imputable to the fault of the
Contractor;
(h) The Contractor is responsible for retarded operation and inappropriate execution of work in breach
of this Agreement, and fails to remedy such wrong doings within seven (7) days notwithstanding the
request of the Employer; or
(i) Other breach of the Agreement occurs and the purpose of the Agreement is deemed hardly
attainable because of such breach of the Agreement.
45.2 In case that the Employer terminates this Agreement pursuant to Section 45.1, the Employer
shall notify the Contractor and its sub-contractor stated in Section 40 of the termination of hereof.
45.3 Upon receiving the notification pursuant to Section 45.2, the Contractor shall comply with any of
the followings:
(a) The Contractor shall stop executing the Works immediately, and remove all the materials and
equipment from the Site;
(b) The Contractor shall return the goods lent from the Employer. In case that such goods are
destroyed or damaged owing to the fault on part of the Contractor, the goods shall be recovered to the
original state or the Employer shall be compensated by appropriate damages;
(c) The remaining materials out of the materials supplied by the Employer, after being used in the
portion taken over as performed part of the Works, shall be returned to the Employer. In case that the
pertinent materials are destroyed or damaged owing to the fault on part of the Contractor, or they are
used in the portion which is not taken over as performed part of the Works, the materials shall be
restituted to the original status or the Employer shall be compensated by appropriate damages;
(d) The Contractor shall provide all materials, information and convenience to the Employer, and the
information and other data lent from the Contractor shall be immediately returned to the Employer;
45.4 When the Employer has terminated the Agreement pursuant to Sections 45.1, the Contract
Deposit shall be reverted to the Employer.
45.5 In case that the damages arising out of the termination of the Agreement pursuant to Section 45.1
exceed the Contract Deposit, the Employer may claim for the damages for the excessive portion.
45.6 In case that the Agreement has been terminated pursuant to Section 45.1, the Employer shall
without delay settle the contract amount with the Contractor for the portion performed until the day of
notification of such termination;
45.7 In case that the Agreement has been terminated pursuant to Section 45.1, the remainder unsettled
from the advance payment, if any, shall be returned to the Employer with the contractual interest
equivalence added thereon. In this case, the Employer may set off such remainder to be returned, with
the price of the performed portion of the Works; provided, however, that the remainder from the direct
payment of the sub-contract price stated in Section 41.1 may be set off with such price of the
performed portion of the Works.
46. Termination Owing to Change of Circumstances
46.1 The Employer may terminate the Agreement when apparently unavoidable situation takes place
apart from the cases stated in Sections 45.1.a through 45.1.i.
46.2 In case that the Employer terminates the Agreement pursuant to Section 46.1, the Employer shall
pay the amount specified in any of the followings to the Contractor within 14 days after completing
the job set forth in Section 45.3: In such a case, the Contract Deposit stated in Section 7 shall be
returned at the same time.
(a) The unpaid amount of the price of performed portion of the Works, which has been caused by
Force Majeure set forth in Section 34; or
(b) The expenses for the withdrawal of laborers, materials and equipment which have been put into
the Site prior to such termination so as to complete the whole Works.
46.3 The Contractor shall return the unsettled remainder of the advance payment, if any, to the
Employer. In this case, the interest on such unsettled remainder shall not be added thereon.
47. Termination by Contractor
47.1 The Contractor may terminate the Agreement in any of the following cases:
(a) More than 40 percent of the Contract price has been reduced owing to the modification of the
Works pursuant to Section 18; or
(b) The period of suspension of the Works pursuant to Section 48 exceeds 100 percent of the
construction period.
47.2 Section 45.3 shall apply mutatis mutandis to where the Agreement shall be terminated pursuant
to Section 47.1.
48. Temporary Suspension of Construction
48.1 The Engineer may suspend the construction of the whole or part of the Works in any of the
following cases; provided, however, that the Contractor shall exert its duty of care as a sincere
administrator:
(a) The execution of the Works is not in conformity to the Agreement;
(b) The suspension of the Construction Works is necessary for the safety of the whole or part of
thereof;
(c) The emergency measures are taken pursuant to Section 26; or
(d) Other cases where the Employer has instructed the suspension out of its necessity.
48.2 In case that the Engineer has suspended the construction pursuant to Section 48.1, the Engineer
shall without delay notify the Contractor and the Employer of the reason for such suspension and the
suspension period.
48.3 When the construction is suspended pursuant to Section 48.1, the Contractor shall not require the
extension of the contract period or the increase of the Contract Price; provided, however, that the
same shall not apply where such suspension was not caused by the reason imputable to the Contractor.
49. Suspension of Construction by Contractor, etc.
49.1 In case that the Employer fails to comply with the obligations under the Agreement as set forth in
Contract Documents, etc., the Contractor may request the Employer to perform such obligations in
writing.
49.2 The Employer shall notify the Contractor of the performance plan in writing within 14 days from
the date of such request stated in Section 49.1.
49.3 In case that the Employer fails to give notice within the period prescribed in Section 49.2, or
rejects to perform such obligations under the Agreement, the Contractor may suspend the whole or
part of the Works from the day when the prescribed period expires or when the Employer rejects to
perform such obligations.
49.4 The Employer shall extend the construction period pursuant to Section 28 in respect of the
suspended period stated in Section 49.3.
50. Inconsistent Construction
50.1 In case that a part of the Works executed by the Contractor is deemed inconsistent with the
drawing documents, the Employer may require the Contractor to remedy such part of the Works, and
the Contractor shall without delay respond to it. In this case, the Contractor shall not require the
increase of the Contract Price or the extension of the contract period.
50.2 The Contractor shall consult with the Employer after examining sufficiently the drawing
documents and instructions of the Employer prior to executing the Works lest any defective Works
should take place. Any expenses and losses arising out of the failure to take necessary measure or to
perform the duty of care as for a constructor shall be borne by the Contractor.
51. Technological Knowledge and Confidentiality
51.1 The whole or part of the reports, information and other materials, which are furnished by the
Contractor under the Agreement, and know-how derived from the preceding sources may be copied,
used or made public subject to the approval of the Contractor for the benefit of the Employer.
51.2 The Contractor shall keep confidential the information and know-how, or national secrecy
acquired in the course of performing the Agreement, and shall not provide them to outside regardless
of before and after such performance.
52. Severability and No Waiver
52.1 In case that any one or more of the provisions contained herein turns out invalid or cancelled, the
remaining provisions hereof shall in no way affected thereby.
52.2 No delay or omission by the Employer in exercising any of its rights hereunder shall operate or
be construed as a waiver thereof, the rights and remedies set forth herein shall be cumulative in
exercising them.
53. Governing Law
This Agreement shall be governed by, and construed in accordance with, the laws of the Republic of
Korea.
54. Dispute Resolution
54.1 Any dispute arising out of this Agreement shall be settled amicably in good faith by means of
consultation between both parties.
54.2 If any agreement is seldom reached by both parties within 30 days from the occurrence of the
dispute, such dispute and differences shall be settled, as elected by the Employer, either by the
litigation before the Seoul Central District Court, or by the Korean Commercial Arbitration Board in
Seoul, Korea in accordance with the Arbitration Rules of the Korean Commercial Arbitration Board
and under the Korean laws. In the latter case, the arbitral award shall be final and binding upon both
parties.
55. Information related with Construction
When it is deemed necessary by the Employer, the Employer may require the Contractor to submit the
unit price list with which the price schedules of construction cost has been prepared, and the
Contractor shall respond to it.
56. Observance of Pre-Qualification Matters
56.1 In executing the Works, the Contractor shall perform thoroughly the matters set forth in the
evaluation list of pre-qualification criteria as submitted at the time of pre-qualification.
56.2 The Employer shall investigate from time to time how the Contractor has perform such matters
as stated in Section 56.1, and, if not, the Employer shall take measures immediately to correct such
non-performance.
57. Handling of Civil Petitions
57.1 The Contractor shall exert best efforts for the safety of the Works in performing this Agreement,
and prevent any friction with neighboring inhabitants lest all kind of civil petitions should take place.
57.2 The Contractor shall process promptly civil petitions in respect of the Works lest they should
affect the progress of construction works, and the Contractor shall be liable for and assume the
expenses incurred in doing so.
57.3 The Contractor shall not request the extension of the construction period in relation to Section
57.2.
58. Disposal of Waste
Any waste arising out of the Site shall be disposed at the cost and responsibility of the Contractor in
accordance with the relevant laws and regulations of the Host Country.
59. Compliance of Law
The Employer and the Contractor shall comply with the relevant laws and regulations, including the
framework act on construction, of the Republic of Korea and the Host Country in the course of
executing the Works and performing the Agreement.
60. Contractor's Responsibility and Obligation
60.1 The Contractor's responsibility and obligation under this Agreement shall not be released even
though the Contractor has been subject to the civil or penal punishment owing to the violation of the
Agreement or relevant laws. In case that any judiciary sanctions inflicted on the Contractor owing to
its violation with fault of relevant laws of the Host Country has resulted in the delay of completion of
the Works, the Contractor shall helplessly pay the delayed damages to the Employer.
60.2 The Contractor shall indemnify and hold harmless the Employer against all the matters arising
out of claims, liabilities and construction troubles, which accrued prior to the execution of this
Agreement in no relation to the current Works, and shall not raise any objection to it.
61. Special Agreement
Unless otherwise set forth in this Agreement, the Employer and the Contractor may agree to establish
special provisions.
62. Miscellaneous
62.1 This Agreement shall become effective from the Effective Date to the end of the Period of
Maintenance Liability specified in Section 35.1.
62.2 Other matters which have not been expressly set forth in this Agreement shall be determined
subject to mutual consultations in accordance with the relevant laws and regulations, and commercial
practices.
Special Conditions of Contract
1. Purpose
SCC shall supplement GCC with the specific provisions in GCC referred to and amended accordingly.
The SCC provisions shall prevail over those in GCC and constitute a part of this Agreement.
2. Payment of Contract Price for the Performed Portion
2.1 The Contractor may request the inspection of the performed portion of the Works every
other month from the commencement date to the final inspection date stated in Section 29 of
GCC, and, upon the inspection without delay, the Employer shall notify the Contractor of the
inspection result. If there is no notification within 15 days, it is regarded as passing the
inspection.
2.2 The Employer shall confirm the price for the performed portion of the Works subject to
the inspection within 20 days from the inspection date, and pay it to the Contractor; provided,
however, that, upon the request of the Contractor of such payment after the inspection date,
the Employer shall make such payment within 20 days from the date of request.
2.3 When any difference or discrepancy between the requested particulars and the inspection
is found, the Employer shall require the correction thereof describing the ground for
correction. In this case, the period of time consumed for such correction shall not be included
in the period specified in Section 2.2.
2.4 The price of the performed portion of the Works shall be calculated on the basis of unit
price and paid accordingly; provided, however, that, in the absence of unit price, it shall be
subject to the unit price based upon the provisions of Sections 24.1 and 24.2 of GCC.
2.5 When it is impossible to pay the price owing to Force Majeure, the payment of the price
may be extended to three (3) days after the duration of Force Majeure and the extinction of
such situation.
3. Payment of the Completed Contract Price
3.1 After passing the inspection on completion conducted by the Employer stated in Section
29 of GCC, the Contractor shall keep the Site in order immediately by removing and
withdrawing surplus materials, waste, makeshift structures, etc., and may demand the
payment of the unsettled Contract Price by submitting the Maintenance Security.
3.2 Upon the receipt of the demand stated in Section 3.1, the Employer shall pay the amount
within 20 days from the date of such demand. In this case, a special agreement between both
parties may prolong the period for payment of the Contract Price to the extent that such
period shall not exceed 20 days
3.3 When it is impossible to pay the price owing to Force Majeure, the payment of the price
may be extended to three (3) days after the duration of Force Majeure and the extinction of
such situation.
3.4 When the Employer has found inappropriateness in the whole or part of demand for price
stated in Section 3.1, the Employer may return the demand by describing the ground for
return. In this case, the period of time from the date of return to the date of re-demand shall
not be included in the period specified in Section 3.2.
4. Advance Payment
In order to facilitate the execution of the Works, the Employer may make advance payment in
accordance with the Advance Payment Standards of KOICA; provided, however, in such a
case, that the submission of advance payment-related guarantee bond is required.
5. Interest on the Delayed Payment of Price
5.1 In case that, upon receiving the demand for price, it is impossible to pay the appropriate
price until the payment date stated in Sections 2 and 3 of SCC, the Employer shall pay the
amount as interest, calculated from the number of days from the next day past due to the day
of payment (hereinafter referred to as the "Delayed Number of Days") by multiplying the
default interest rate on the unpaid price applied by Korean city banks for general purpose
loans.
5.2 The number of days when the inspection on completion or the payment of price is
delayed owing to Force Majeure shall not be included in the Delayed Number of Days.
6. Application of Foreign Exchange Rate
When the U.S. dollar is used for the payment under this Agreement, the exchange rate for
such currency shall be the offered exchange rate of the bank which the Employer has traded
with.
7. Prior Check and Examination
The Contractor shall, on its sole responsibility, understand the legal matters, including the
construction act and land use-related laws, etc., and technical matters like construction environment
on the Site in the Host Country, and process the necessary matters for proper performance of this
Agreement.
8. Casualty Compensation
Pursuant to Section 13 of GCC, the Contractor shall make the personnel, who are assigned to perform
this Agreement, insured on the following criteria based upon the Korean standard:
(a) In case of injury and death, up to 300 million won;
(b) In case of disease and death, up to 200 million won; or
(c) In case of special expenses, up to 10 million won.
9. Use of Patent
In case that a particular method of construction using a patent right or other intellectual property
rights of a third party is employed, the Contractor shall be solely responsible for the use of such
intellectual property rights.
10. Undertaking of Non-Bribery and Integrity Obligation
The Contractor shall consent to observe the undertaking, in which the Contractor shall not, on the basis
of mutual trust with the Employer, engage unfair trade practices in the course of bidding and being
awarded, conclusion and performance of the contract, nor provide KOICA's officers and employees,
and competent government officials with unjust compensation including bribery, entertaining treat,
etc., and further that, in case of breach of such undertaking, it will accept and observe sanctions
including the early termination of the Agreement.
<Exhibit 1>
CCoonnttrraacctt DDeeppoossiitt
KKNNOOWW AALLLL MMEENN BBYY TTHHEESSEE PPRREESSEENNTTSS,, tthhaatt
wwee,, [[ CCoonnttrraaccttoorr ]] ,, aa ccoommppaannyy iinnccoorrppoorraatteedd iinn aanndd uunnddeerr tthhee llaawwss ooff [[ CCoouunnttrryy ooff EEssttaabblliisshhmmeenntt ]] aass
PPrriinncciippaall ((hheerreeiinnaafftteerr rreeffeerrrreedd ttoo aass tthhee ""CCoonnttrraaccttoorr"")) aanndd
[[ GGuuaarraannttoorr ]] ,, aa ccoorrppoorraattiioonn oorrggaanniizzeedd uunnddeerr tthhee llaawwss ooff [[ CCoouunnttrryy ooff EEssttaabblliisshhmmeenntt ]] aanndd dduullyy
oorrggaanniizzeedd ttoo ttrraannssaacctt bbuussiinneessss iinn [[ CCoouunnttrryy ooff DDooiinngg BBuussiinneessss ]] aass tthhee GGuuaarraannttoorr ((hheerreeiinnaafftteerr rreeffeerrrreedd
ttoo aass tthhee ""GGuuaarraannttoorr"")) aarree hheelldd aanndd ffiirrmmllyy bboouunndd uunnttoo
tthhee KKoorreeaa IInntteerrnnaattiioonnaall CCooooppeerraattiioonn AAggeennccyy wwiitthh iittss hheeaaddqquuaarrtteerrss iinn SSeeoouull,, KKoorreeaa,, aass OObblliiggeeee
((hheerreeiinnaafftteerr rreeffeerrrreedd ttoo aass tthhee ""EEmmppllooyyeerr"" oorr ""KKOOIICCAA""))
in the amount of ten (10) percent of the Contract Price, i.e., [ Words ] US Dollars (US$ [ Figure ] ), as
a Contract Deposit to ensure the conclusion or the early termination of the Contract
ffoorr tthhee ppaayymmeenntt wwhheerreeooff wwhhiicchh ssuumm,, wweellll aanndd ttrruullyy ttoo bbee mmaaddee,, tthhee CCoonnttrraaccttoorr aanndd tthhee GGuuaarraannttoorr bbiinndd
tthheemmsseellvveess,, tthheeiirr ssuucccceessssoorrss aanndd aassssiiggnnss,, jjooiinnttllyy aanndd sseevveerraallllyy,, ffiirrmmllyy bbyy tthheessee pprreesseennttss..
WWhheerreeaass tthhee CCoonnttrraaccttoorr hhaass eenntteerreedd iinnttoo aa wwrriitttteenn ccoonnttrraacctt wwiitthh tthhee EEmmppllooyyeerr ddaatteedd mmmm dddd,, 2200yyyy ffoorr
tthhee PPrroojjeecctt WWoorrkkss CCoonnttrraacctt bbeeiinngg bbyy rreeffeerreennccee mmaaddee ppaarrtt hheerreeooff aanndd hheerreeiinnaafftteerr rreeffeerrrreedd ttoo aass tthhee
""AAggrreeeemmeenntt..""
NNooww,, tthheerreeffoorree,, ffoorr vvaalluuaabbllee ccoonnssiiddeerraattiioonn,, tthhee rreecceeiipptt wwhheerreeooff iiss hheerreebbyy aacckknnoowwlleeddggeedd bbyy tthhee
GGuuaarraannttoorr,, tthhee GGuuaarraannttoorr hheerreebbyy iirrrreevvooccaabbllyy uunnddeerrttaakkeess ttoo,, wwhheenneevveerr tthhee CCoonnttrraaccttoorr ffaaiillss ttoo ccoonncclluuddee
tthhee AAggrreeeemmeenntt wwiitthh tthhee EEmmppllooyyeerr oorr iinntteennddss ttoo tteerrmmiinnaattee tthhee AAggrreeeemmeenntt ffoorr aannyy rreeaassoonn,, pprroommppttllyy ppaayy
tthhee EEmmppllooyyeerr,, wwiitthhoouutt aannyy oobbjjeeccttiioonn,, ooppppoossiittiioonn oorr rreeccoouurrssee,, tthhee aammoouunntt rreeqquuiirreedd bbyy tthhee EEmmppllooyyeerr iinn
aaccccoorrddaannccee wwiitthh iittss tteerrmmss aanndd ccoonnddiittiioonnss,, uupp ttoo aa ttoottaall nnoott eexxcceeeeddiinngg tthhee aammoouunntt ooff tthhee SSeeccuurriittyy..
The period of Contract Deposit all be from the Effective Date to no less than 60 days from the
termination date.
When the Contract Period is extended, the Contractor shall submit a new Security based upon the
extended Contract Period.
TThhee CCoonnttrraacctt DDeeppoossiitt sshhaallll bbee eennffoorrcceeaabbllee wwiitthhoouutt tthhee nneeeedd ttoo hhaavvee rreeccoouurrssee ttoo aannyy jjuuddiicciiaall oorr aarrbbiittrraall
pprroocceeeeddiinnggss..
The Contract Deposit furnished by the Contractor shall be discharged, released or returned to the
Contractor without delay upon its request after this Agreement has been completely performed.
NNoo rriigghhtt ooff aaccttiioonn sshhaallll aaccccrruuee oonn tthhee CCoonnttrraacctt DDeeppoossiitt ttoo oorr ffoorr tthhee uussee ooff aannyy ppeerrssoonn oorr ccoorrppoorraattiioonn
ootthheerr tthhaann tthhee EEmmppllooyyeerr nnaammeedd hheerreeiinn oorr tthhee aaddmmiinniissttrraattoorrss oorr ssuucccceessssoorrss ooff tthhee EEmmppllooyyeerr..
SSiiggnneedd oonn mmmm dddd,, 2200yyyy
CCoonnttrraaccttoorr::
bbyy [[ SSiiggnnaattuurree ]]
NNaammee::
TTiittllee::
GGuuaarraannttoorr::
bbyy [[ SSiiggnnaattuurree ]]
NNaammee::
TTiittllee::
<Exhibit 2>
MMaaiinntteennaannccee SSeeccuurriittyy
KKNNOOWW AALLLL MMEENN BBYY TTHHEESSEE PPRREESSEENNTTSS,, tthhaatt
wwee,, [[ CCoonnttrraaccttoorr ]] ,, aa ccoommppaannyy iinnccoorrppoorraatteedd iinn aanndd uunnddeerr tthhee llaawwss ooff [[ CCoouunnttrryy ooff EEssttaabblliisshhmmeenntt ]] aass
PPrriinncciippaall ((hheerreeiinnaafftteerr rreeffeerrrreedd ttoo aass tthhee ""CCoonnttrraaccttoorr"")) aanndd
[[ GGuuaarraannttoorr ]] ,, aa ccoorrppoorraattiioonn oorrggaanniizzeedd uunnddeerr tthhee llaawwss ooff [[ CCoouunnttrryy ooff EEssttaabblliisshhmmeenntt ]] aanndd dduullyy
oorrggaanniizzeedd ttoo ttrraannssaacctt bbuussiinneessss iinn [[ CCoouunnttrryy ooff DDooiinngg BBuussiinneessss ]] aass tthhee GGuuaarraannttoorr ((hheerreeiinnaafftteerr rreeffeerrrreedd
ttoo aass tthhee ""GGuuaarraannttoorr"")) aarree hheelldd aanndd ffiirrmmllyy bboouunndd uunnttoo
tthhee KKoorreeaa IInntteerrnnaattiioonnaall CCooooppeerraattiioonn AAggeennccyy wwiitthh iittss hheeaaddqquuaarrtteerrss iinn SSeeoouull,, KKoorreeaa,, aass OObblliiggeeee
((hheerreeiinnaafftteerr rreeffeerrrreedd ttoo aass tthhee ""EEmmppllooyyeerr"" oorr ""KKOOIICCAA""))
in the amount of three (3) percent of the Contract Price, i.e., US [ Words ] Dollars (US$ [ Figure ] ),
as Maintenance Security to ensure the maintenance and repair of the Goods,
ffoorr tthhee ppaayymmeenntt wwhheerreeooff wwhhiicchh ssuumm,, wweellll aanndd ttrruullyy ttoo bbee mmaaddee,, tthhee CCoonnttrraaccttoorr aanndd tthhee GGuuaarraannttoorr bbiinndd
tthheemmsseellvveess,, tthheeiirr ssuucccceessssoorrss aanndd aassssiiggnnss,, jjooiinnttllyy aanndd sseevveerraallllyy,, ffiirrmmllyy bbyy tthheessee pprreesseennttss..
WWhheerreeaass tthhee CCoonnttrraaccttoorr hhaass eenntteerreedd iinnttoo aa wwrriitttteenn ccoonnttrraacctt wwiitthh tthhee EEmmppllooyyeerr ddaatteedd mmmm dddd,, 2200yyyy ffoorr
tthhee PPrroojjeecctt WWoorrkkss CCoonnttrraacctt bbeeiinngg bbyy rreeffeerreennccee mmaaddee ppaarrtt hheerreeooff aanndd hheerreeiinnaafftteerr rreeffeerrrreedd ttoo aass tthhee
""AAggrreeeemmeenntt..""
NNooww,, tthheerreeffoorree,, ffoorr vvaalluuaabbllee ccoonnssiiddeerraattiioonn,, tthhee rreecceeiipptt wwhheerreeooff iiss hheerreebbyy aacckknnoowwlleeddggeedd bbyy tthhee
GGuuaarraannttoorr,, tthhee GGuuaarraannttoorr hheerreebbyy iirrrreevvooccaabbllyy uunnddeerrttaakkeess ttoo,, wwhheenneevveerr tthhee CCoonnttrraaccttoorr sshhaallll bbee ddeeccllaarreedd
bbyy tthhee EEmmppllooyyeerr ttoo bbee iinn ddeeffaauulltt uunnddeerr tthhee AAggrreeeemmeenntt,, wwiitthhoouutt aannyy oobbjjeeccttiioonn,, ooppppoossiittiioonn oorr rreeccoouurrssee,,
pprroommppttllyy ppaayy tthhee EEmmppllooyyeerr tthhee aammoouunntt rreeqquuiirreedd bbyy tthhee EEmmppllooyyeerr ttoo rreemmeeddyy tthhee ddeeffaauulltt aanndd ccoommpplleettee
tthhee AAggrreeeemmeenntt iinn aaccccoorrddaannccee wwiitthh iittss tteerrmmss aanndd ccoonnddiittiioonnss,, aannyy aammoouunntt uupp ttoo aa ttoottaall nnoott eexxcceeeeddiinngg tthhee
aammoouunntt ooff tthhee SSeeccuurriittyy..
The period of Maintenance Security, from the delivery date to no less than 60 days from the closure of
maintenance liability.
When the Contract Period is extended, the Contractor shall submit new Maintenance Security based
upon the extended Contract Period.
TThhee MMaaiinntteennaannccee SSeeccuurriittyy sshhaallll bbee eennffoorrcceeaabbllee wwiitthhoouutt tthhee nneeeedd ttoo hhaavvee rreeccoouurrssee ttoo aannyy jjuuddiicciiaall oorr
aarrbbiittrraall pprroocceeeeddiinnggss..
The Maintenance Security furnished by the Contractor shall be discharged, released or returned to the
Contractor without delay upon its request after this Agreement has been completely performed.
NNoo rriigghhtt ooff aaccttiioonn sshhaallll aaccccrruuee oonn tthhee MMaaiinntteennaannccee SSeeccuurriittyy ttoo oorr ffoorr tthhee uussee ooff aannyy ppeerrssoonn oorr
ccoorrppoorraattiioonn ootthheerr tthhaann tthhee EEmmppllooyyeerr nnaammeedd hheerreeiinn oorr tthhee aaddmmiinniissttrraattoorrss oorr ssuucccceessssoorrss ooff tthhee
EEmmppllooyyeerr..
SSiiggnneedd oonn mmmm dddd,, 2200yyyy
CCoonnttrraaccttoorr::
bbyy [[ SSiiggnnaattuurree ]]
NNaammee::
TTiittllee::
GGuuaarraannttoorr::
bbyy [[ SSiiggnnaattuurree ]]
NNaammee::
TTiittllee::
<Exhibit 3>
AAddvvaannccee PPaayymmeenntt GGuuaarraanntteeee
DDaattee mmmm dddd,, 2200yyyy
TTOO TThhee KKoorreeaa IInntteerrnnaattiioonnaall CCooooppeerraattiioonn AAggeennccyy ((tthhee ""EEmmppllooyyeerr""))
[[ AAddddrreessss ]]
RREE [[ TTiittllee ooff CCoonnttrraacctt ffoorr AAddvvaannccee PPaayymmeenntt ]]
GGeennttlleemmeenn::
IInn aaccccoorrddaannccee wwiitthh SSeeccttiioonn 77..33 ooff GGCCCC ooff tthhee aabboovvee--mmeennttiioonneedd CCoonnttrraacctt ((hheerreeiinnaafftteerr rreeffeerrrreedd ttoo aass
tthhee ““CCoonnttrraacctt””)),, [[ NNaammee aanndd AAddddrreessss ooff tthhee CCoonnttrraaccttoorr ]] ((hheerreeiinnaafftteerr rreeffeerrrreedd ttoo aass tthhee ““CCoonnttrraaccttoorr””))
sshhaallll ddeeppoossiitt wwiitthh tthhee EEmmppllooyyeerr aa bbaannkk gguuaarraanntteeee ttoo gguuaarraanntteeee tthheeiirr pprrooppeerr aanndd ffaaiitthhffuull ppeerrffoorrmmaannccee
uunnddeerr tthhee ssaaiidd pprroovviissiioonnss ooff tthhee CCoonnttrraacctt iinn aann aammoouunntt ooff [[ WWoorrdd ]]((UUSS$$ FFiigguurree )) bbyy tthhee bbaannkk oorr
ffiinnaanncciiaall iinnssttiittuuttiioonn aass ssppeecciiffiieedd bbyy tthhee EEmmppllooyyeerr..
WWee,, tthhee [[ NNaammee ooff GGuuaarraannttoorr ]],, aass iinnssttrruucctteedd bbyy tthhee CCoonnttrraaccttoorr,, aaggrreeee uunnccoonnddiittiioonnaallllyy aanndd iirrrreevvooccaabbllyy
ttoo gguuaarraanntteeee aass pprriimmaarryy oobblliiggoorr aanndd nnoott aass SSuurreettyy mmeerreellyy,, tthhee ppaayymmeenntt ttoo tthhee EEmmppllooyyeerr oonn iittss ffiirrsstt
ddeemmaanndd wwiitthhoouutt wwhhaattssooeevveerr rriigghhtt ooff oobbjjeeccttiioonn oonn oouurr ppaarrtt aanndd,, wwiitthhoouutt iittss ffiirrsstt ccllaaiimm ttoo tthhee CCoonnttrraaccttoorr,,
iinn tthhee aammoouunntt nnoott eexxcceeeeddiinngg [[ WWoorrdd ]]((UUSS$$ FFiigguurree ))..
WWee ffuurrtthheerr aaggrreeee tthhaatt nnoo cchhaannggee oorr aaddddiittiioonn ttoo oorr ootthheerr mmooddiiffiiccaattiioonn ooff tthhee tteerrmmss ooff tthhee CCoonnttrraacctt
wwhhiicchh mmaayy bbee mmaaddee bbeettwweeeenn tthhee EEmmppllooyyeerr aanndd tthhee CCoonnttrraaccttoorr,, sshhaallll iinn aannyy wwaayy rreelleeaassee uuss ffrroomm aannyy
lliiaabbiilliittyy uunnddeerr tthhiiss gguuaarraanntteeee,, aanndd wwee hheerreebbyy wwaaiivvee nnoottiiccee ooff aannyy ssuucchh cchhaannggee,, aaddddiittiioonn oorr
mmooddiiffiiccaattiioonn..
TThhiiss gguuaarraanntteeee sshhaallll rreemmaaiinn vvaalliidd aanndd iinn ffuullll eeffffeecctt ffrroomm tthhee ddaattee ooff tthhee aaddvvaannccee ppaayymmeenntt uunnddeerr tthhee
CCoonnttrraacctt uunnttiill [[ NNaammee ooff GGuuaarraannttoorr ]] rreecceeiivveess ffuullll rreeppaayymmeenntt ooff tthhee ssaammee aammoouunntt ffrroomm tthhee CCoonnttrraaccttoorr
oorr iiss iinn nnoo nneeeedd ttoo ddoo ssoo..
YYoouurrss ttrruullyy,,
________________________________________________________
NNaammee
TTiittllee
BBaannkk//FFiinnaanncciiaall IInnssttiittuuttiioonn
AAddddrreessss

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5. international standard contract for construction

  • 1. International Standard Contract for Construction THIS AGREEMENT is made and entered into on mm dd, 20yy (hereinafter referred to as the "Effective Date") by and between The Employer The Korea International Cooperation Agency (hereinafter referred to as the "Employer") Address Represented by its office: The Contractor, an entity eligible for the Bidding, and has been announced as the Successful Bidder of the International Competitive Bidding held on mm dd, 20yy Name of Company (hereinafter referred to as the "Contractor") Address WHEREAS, the Employer wishes to provide the below-mentioned construction works (hereinafter referred to as the "Works") at the Site in X Country; WHEREAS, the Contractor desires to execute such Works and to arrange other necessary matters to the End-Users in X Country; IT IS HEREBY AGREED based upon the principle of good faith and credit as follows: The both parties have concluded this Agreement identified by Contract ID: Contract No.: Bidding No.: Names of the Project and Host Country:
  • 2. For the execution and other arrangements of the Works Name: Site: Scope of the Works: See <Attachment 1> For the Contract Price of Words [Name of Currency] ([Symbol] Figures ) During the Contract Period from this day to mm dd, 20yy Under the General Conditions and the Special Conditions, respectively. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first written above. KOICA: Korea International Cooperation Agency Name Title The Contractor: Name Title
  • 3. General Conditions of Contract 1. Definitions In this Agreement, the following terms shall have the meaning set forth below: (a) The “Counterparty” or “Agreement” means an individual or juridical person who has entered into a contract for construction with KOICA. (b) The “Engineer” means the Employer's staff, supervisor or construction manager appointed by the Employer to carry out such duties as prescribed in Section 16. (c) The “Design Document” means the construction work specifications, design drawings and construction site instructions; provided, however, that, in case of construction works with the estimated price of not less than 100 million won (excluding such construction works as prescribed in Sections 18.2.b and 18.2.c), it includes bill of quantities by construction types (including the quantity of works used to build up makeshift works). (d) The “Bill of Quantities by construction types” means the sheet comprising of items/accounts of Works and the specifications, quantity and unit of each item/account, and distributed to bidding participants following the bidding notice or to the successful bidder after the selection thereof. (e) The “Price schedules” means the Bill of Quantities provided by the Employer and subsequently filled up by bidders or the Contractor with unit price, or, in case of a contract ad libitum, a statement attachment submitted by the time of report of commencement of Works. (f) The “day” means calendar day, while the expiry date shall be extended to the following business day in case it falls on a Saturday, Sunday or a holiday. (g) The “Site” means, where applicable, the place or places stated in the front page of this Agreement. (h) “Force Majeure” means storms, floods, earthquakes, war, riot, civil insurrection, fires, epidemic, quarantine restrictions, freight embargoes, etc. which are beyond the reasonable expectation of the parties at the time of execution of the Agreement and currently still beyond reasonable control of the affected party, and could frustrate the purpose of the Agreement.
  • 4. (i)Other terms, unless otherwise provided in this General Conditions of Contract(GCC), are subject to the relevant KOICA regulations and implementing rules on procurement and contracting in respect of the Foreign Grant Assistance Program, KOICA regulation on accounting and the Instructions on the International Bidding for the Construction Works (hereinafter referred to as "KOICA Regulations", "KOICA Rules", "Instructions", respectively). 2. Contract Documents 2.1 This Agreement shall consist of Contract Form, Design Document, Technical Specifications, Instructions, General Conditions of Contract(GCC) and Special Conditions of Contract(SCC) as well as Price Schedules, and other attachments; in case of conflict among the Contract Documents, the governing priority shall be firstly special provisions then general provisions in nature. 2.2 The Employer may, in deciding SCC pursuant to Section 2.1, indicate such matters explicitly as deemed necessary in view of the specific nature of the construction works to the extent not restricting the contractual interests of the Contractor improperly. 2.3 Notices between the parties shall be deemed to be effective as a part of Contract Documents under GCC. 3. Language All the Contract Documents shall be made either in Korean or English; provided, however, that, should there be any discrepancy or difference between the Korean version and the English one, if any, the Korean version shall prevail. 4. Notice, etc. 4.1 Oral communications including notification, application, request, demand, reply, approval, instruction and so on (hereinafter referred to as the "Notice") shall become effective with the evidential supplement in writing. 4.2 The venue of the Notice shall be the address noted in the contracts, and the change of address shall be notified immediately to the parties concerned.
  • 5. 4.3 The effect of the Notice shall, unless otherwise provided in the Contract Documents, come into force upon the receipt of the parties concerned. In such a case, if the date of receipt falls on a holiday, the Notice shall become effective the next date. 4.4 When the party concerned is requested in writing to respond to something subject to the provisions of GCC or relevant laws and regulations in the course of performance of contracts, he/she shall review it and reply in a sincere manner. 4.5 Any notice related with this Agreement shall be i) personally delivered, ii) transmitted by mail, iii) transmitted via the Electronic Procurement System of the Employer, or iv) transmitted by e-mail, telex or telefax with answerback or confirmed receipt thereof, to the parties, with the addressee elected and confirmed in writing each other. 5. Assignment of Claims The Contractor shall not assign the claims arising out of this Agreement (i.e., claims for Contract Price) to a third party, nor grant such claims as security for the benefit of a third party, without prior written consent of the Employer. 6. Contract Deposit, etc. 6.1 The Contractor shall furnish to the Employer i) Contract Deposit to ensure the conclusion and performance of contract in the amount of 20 percent of the Contract Price, and ii) Maintenance Security to ensure the maintenance and repair of the Works in the amount of three (3) percent of the Contract Price, respectively, in a manner as required by the Employer in the form and substance. 6.2 In case that the whole or part of Contract Deposit may be exempted pursuant to the Instructions on the International Bidding for the Construction Works, the Contractor may cause the Contract Deposit to be replaced by the letter of undertaking to pay the relevant Contract Deposit. 6.3 In case the contract period is extended pursuant to Section 28, the Performance Security shall be modified in line with such extended contract period and submitted to the Employer.
  • 6. 6.4 The period of the Contract Deposit shall, from the Effective Date, be no less than 60 days since the termination date, and, in case of Maintenance Security, from the delivery date no less than 60 days since the expiry of the Period of Maintenance Liability. 6.5 When the Employer is requested, with respect to the Works, to pay the advance payment to the Contractor, the Contractor shall submit the Advance Payment Guarantee in a manner as required by the Employer in the form and substance. 7. Disposal of Contract Deposit 7.1 When the Contractor fails to perform the obligations hereunder without any justifiable ground, the Employer may revert to itself the proceeds of Contract Deposit and terminate this Agreement. 7.2 In case of the contract for the construction works on a long-term basis, the provisions of Section 7.1 shall apply mutatis mutandis where the Contractor fails to execute the contract for the second phase construction. 7.3 In case that the letter of undertaking to pay the Contract Deposit is submitted pursuant to Section 6.2, the Contractor shall pay the relevant Contract Deposit in cash without delay upon the request of the Employer to pay such Contract Deposit on the occasion of confiscating the Contract Deposit. 7.4 In confiscating the Contract Deposit under Sections 7.1 and 7.2, such Contract Deposit shall not be set off with the unpaid amount of the then performed Works. 7.5 The Contract Deposit furnished by the Contractor shall be returned to the Contractor without delay upon its request after this Agreement has been completely performed. 8. Construction Period 8.1 The commencement date shall be the earlier one of i) the date when the report of commencement of Works is submitted to the authorities concerned pursuant to the relevant law of the Host Country, or ii) the date when civil engineering works start. The report of commencement of Works shall be submitted within ten (10) dates from obtaining the approval of construction.
  • 7. 8.2 If the Contractor fails to commence the Works on the commencement date without its fault, the commencement date shall be the date when the Contractor takes over the construction site. In this case, the Contractor may request the extension of the construction period. 8.3 The completion date shall be the date when the Contractor requires the Employer to inspect the Works in writing upon completing the Works; provided, however, that it is available only when the Works finally pass such inspection subject to Section 29. 9. Casualty Insurance for Works 9.1 The Contractor may enter into casualty insurance to insure the subject of this Agreement and the damages for the benefit of a third party. 9.2 In effecting the casualty insurance pursuant to Section 9.1, the Contractor shall make the Employer, the Contractor itself, sub-contractor and other interested person of such Works jointly the insured, and obtain the prior consent of the Employer in case that other person than the Employer receives the insurance money owing to the occurrence of perils insured. 9.3 The insurance amount for the subject of this Agreement shall be based upon the net Contract Price (amounting to the Contract Price less VAT and premium plus the price of materials provided by the Host Country or KOICA. The same shall apply to the following provisions) of the insured part of the Works. 9.4 The Contractor shall cause the effective period of casualty insurance pursuant to Section 9.1 to be from prior to the commencement time to the date of turn-over of the Works to the Employer, and submit the certificate of insurance policy at the time of submitting the report of commencement of Works. 9.5 The Contractor shall use the insurance money preferably for the recovery the relevant Works in case that the insurance money is paid owing to the occurrence of perils insured, and shall not delay nor reject such recovery because the payment of insurance money is delayed or insufficient. 9.6 The Contractor shall, in effecting the casualty insurance, make its right and obligation based on the insurance contract be succeeded to the joint and several guarantor or a guarantee organization in case that the joint and several guarantor or a guarantee organization executes the Works on behalf of it. In case that the new Contractor is elected upon the termination of this Agreement subject to Sections
  • 8. 42 and 43, the previous Contractor shall make its right and obligation based on the insurance contract be succeeded to the new Contractor. 9.7 In case that there takes place a difference between the premium on the projected price statement prepared by the Employer or that on the statement of bid quotations submitted by the Contractor, and the actually paid premium to the insurance company, the Contractor shall not reject the insurance contract nor demand the settlement of such difference. 10. Altered Status of Site 10.1 The Contractor shall notify the Employer immediately in writing of the occurrence of any of the following events subsequent to the execution of this Agreement before the state has been altered: (a) The natural conditions and artificial impediments of the Site which are remarkably different from the status as prescribed in the Agreement, and make impossible the progress of the Works; or (b) The natural status of the site which is remarkably different from the generally imposed status in view of the nature of the Works, and makes impossible the progress of the Works. 10.2 The Employer shall inspect the status quo of the Site regarding Section 10.1 immediately upon the receipt of the notification of the Contractor and take appropriate measures; provided, however, that the same shall not apply where the Contractor continues to execute the Works without notifying the Employer in writing in advance of the altered status of the site. 11. Inspection of Materials 11.1 The materials to be used for the Works shall be in conformity with the quality standard of the Host Country and brand-new one, and their quality, specification, name of item, etc shall be identical with those in the Design Document. However, what has not been explicitly described in the Design Document shall be brand-new one above the standard model and the most appropriate one to attain the purpose of the Agreement. 11.2 The Contractor shall certainly cause the samples, catalog and so forth to be inspected by the Employer or the Engineer designated by it prior to using the materials, and the materials which fail to pass the inspection shall be immediately replaced with the new one and inspected again.
  • 9. 11.3 The materials which is determined as off-grade in the inspection subject to Section 11.2 shall not be used for the Works; provided, however, that, in case of the objection of the Contractor against the inspection under Section 11.2, the Contractor may demand the reinspection of the materials. When such reinspection is deemed necessary, the Employer shall make arrangements for their reinspection without delay except in an unavoidable situation. 11.4 When the Employer is requested by the Contractor to inspect the materials to be used for the Works or to do reinspection under Section 11.3, the Employer shall not delay the inspection without any justifiable reason. 11.5 In case the Contractor would not immediately transport or replace the off-grade materials, the Employer may remove or replace such off-grade materials at the expense of the Contractor. 11.6 The Contractor shall bear the cost incurred for the inspection of materials, and shall not demand the extension of the contract period on account of the inspection or reinspection. 11.7 In case that a test or assembly of materials is required, the Contractor shall cause such test or assembly to be conducted at the presence of the Employer. 11.8 In executing the Works sunken underwater or buried underground, or uncapable of inspection from outside after completion, the Contractor shall do the job at the presence of the Engineer; provided, however, that subject to the prior written consent of the Engineer in case of employing photographs, video tapes, etc. to examine the construction method, the Contractor may do so without the Engineer's presence. 11.9 When the Contractor executes the Works in breach of the conditions as prescribed in Sections 11.1 through 11.7 or not in conformity with the Design Document, the Employer may demand the Contractor to replace or reconstruct then performed Works. 11.10 In case of Sections 11.2 through 11.8, it is not allowed to adjust the contract price or extend the contract period; provided, however, that the contract period may be extended for the period required for the reinspection only when the reinspection pursuant to Section 11.3 proves the materials fit and proper for the Works. 12. Safety of Works
  • 10. 12.1 The Contractor shall conduct the sufficient investigation on the safety of Works to prevent industrial perils, and take the best necessary measures including the installation of safety facilities and insurance, etc. (hereinafter referred to as the "Safety Cost"). The contract price hereunder includes the Safety Cost. 12.2 The Contractor shall use the Safety Cost subject to the regulations regarding construction and the laws regarding the safety and public health of the Host Country. the Employer may deduct the amount, which was used for a different purpose or not used at all for any purpose, at the time of settlement upon the completion of the Works. 13. Insurance and Casualty Compensation 13.1 The Contractor shall make the probable accidents to human resources, put to work for the performance of this Agreement, insured at its cost, which is included in the Contract Price. 13.2 The Contractor shall submit to the Employer a copy of insurance certificate giving evidence of the insurance contract for the human resources put to work for the performance of the Works prior to their detachment. 13.3 The Contractor shall be totally liable, regardless of civil or penal liability, for the illness, injury, death and other loss of the Contractor's employees, the Employer's staff and a third party, and responsible for the matters in the capacity as such an employer or sponsor as prescribed in the labor law, industrial casualty compensation insurance law of the Host Country. 14. Contractor's Representative 14.1 The Contractor shall, prior to the commencement of the Works, station qualified construction engineers (such qualified persons as required by the relevant laws of the Republic of Korea or the Host Country) as required by the Employer on the Site, and, after electing one of them as the Contractor's Representative on the Site, shall notify the Employer thereof. 14.2 The Contractor's Representative of Section 14.1 shall station itself continuously on the Site in conformity with the relevant laws of the Host Country, and represent the Contractor in all respects of executing the Works subject to the Contract Documents and the instructions of the Engineer, dealing with keeping order of the Site and other matters related with the Works
  • 11. 14.3 In case that the Employer or the Engineer demands the replacement of the Contractor's Representative appointed under Section 14.1 claiming that the Contractor's Representative is incapable of the Works on account of weak physical conditions, insufficient capability and so on, the Contractor shall, without delay, respond to it except otherwise asserting justifiable reasons not to replace him. 15. On-site Laborers 15.1 The Contractor shall recruit laborers equipped with skills and experiences necessary for the execution and management of the Works, and be accountable for activities of such laborers. 15.2 In case that the Employer demands the replacement of the laborer recruited by the Contractor, who is deemed unsuitable for the execution and management of the Works, the Contractor shall immediately replace such laborer, and never recruit such laborer again for the execution and management of the Works without the consent of the Employer. 15.3 The Contractor shall cause the Works undertaken by it to be executed properly in conformity with the construction related laws and the social security act of the Host Country, and any measures for the construction workers shall be taken at the cost and responsibility of the Contractor. 16. The Engineer 16.1 To secure the appropriate execution of the Works, the Employer shall supervise such Works by itself or appoint the Engineer who will carry out the following duties on behalf of the Employer, and the Contractor shall cooperatively observe the instructions and supervision of the Works conducted by the Employer and/or its Engineer: (a) To supervise and attend the overall Works; (b) To do instructions, approval or advisory recommendations to the Contractor in performing the Agreement; (c) To attend the inspection or test of the materials and execution of the Works; (d) To attend and confirm the inspection of performed or completed part of the Works, or the delivery of the subject matter of the Works;
  • 12. (e) To comply with the provisions on duty of care provided in the relevant laws on construction technology management of the Host Country and prescribed in GCC; and (f) Other matters delegated by the Employer with respect to the supervision of the Works. 16.2 When the Employer appoints the Engineer pursuant to Section 16.1, the Employer shall immediately give notice to the Contractor of such appointment. 16.3 The Engineer shall exempt, reduce or increase the duties and responsibility of the Contractor without the approval of the Employer. 16.4 In case that the instruction or decision of the Engineer is deemed in violation of the provisions of GCC or improper to the performance of the Agreement, the Contractor may immediately require the Employer to take necessary measures by describing its ground. 16.5 The Employer shall take the necessary measures within 14 days from the request for corrective measures under Section 16.4. 16.6 The Contractor shall submit to the Engineer the copy of any document to be submitted to the Employer. 17. Commencement of Works and Progress Report 17.1 The Contractor shall commence the Work in accordance with the Contract Documents, and, at this juncture, submit to the Employer the report on the commencement of Works including the following documents: (a) Report appointing the construction engineers under the framework law and regulations on construction of the Host Country; (b) Programme or the projected schedule of the Works; (c) Plan for the management of security, environment and quality of the Works; (d) Plan for the use of laborers, and equipment and material by projection; (e) Photographs of the Site just before the commencement of Works; and (f) Other matters instructed by the Employer.
  • 13. 17.2 When the change of documents, which have been submitted under Section 17.1, is necessary owing to the modification of designs or any other provisions of the Agreement in the midst of performing the Agreement, the Contractor shall submit the modified documents subject to the approval of the Employer. 17.3 In case that the modification of documents submitted under Sections 17.1 and 17.2 is deemed necessary, the Employer may request the Contractor to modify such documents. 17.4 The Employer may request the Contractor to submit the progress report on the Works performed by month within 14 days of the following month by clarifying the following matters, and the Contractor shall respond to it; (a) The rate of progress of the Works by month and performed Contract Price; (b) The status quo of laborers, equipment and materials; (c) Any modification of the Agreement and the Contract Price; (d) Photographs describing the progress of the Works on the Site; (e) Other matters instructed by the Employer. 17.5 In case that the completion of the Works is deemed impossible by the prescribed time because of delayed progress of the Works, the Employer may request the Contractor to take necessary measures how to recover the progress of the Works apart from the monthly reports prescribed in Section 17.4. 18. Modification of Design, etc. 18.1 The modification of design shall be allowed in any of the following cases: (a) There is ambiguity, omission, error or discrepancy in the Design Document; (b) There is difference between the status quo of the Site including terrestrial condition and waters, and the Design Document; (c) There is expectation of such significant effects as saving of construction costs and acceleration of construction period and so on by adopting brand-new technology and method of construction; (d) Other cases where the Employer deems it necessary to modify the Design Document.
  • 14. 18.2 The modification of design pursuant to Section 18.1 shall not include the following items; (a) The Price Schedules of the Works whose contract has been executed by means of bidding for the projected Contract Price under 100 million won; (b) The Price Schedules of the Works whose contract has been executed as a contract ad libitum; (c) The Price Schedules of the Works whose alternative has been adopted as a result of consideration of the comprehensive bidding, project by means of executed design and/or performance bidding and the alternative bidding. 18.3 The modification of design pursuant to Section 18.1 shall be completed before executing the part of the Works which necessitates such modification of design; provided, however, that, in case that it is deemed necessary to execute the Works in emergency because of expected downgrade of quality and others as a result of delayed progress of the Works, the Employer shall make clear the timing of the modification of design in consultation with the Contractor, and may allow the Contractor to execute the Works even before such modification of design. 19. Modification of Design owing to Errors, etc. of Design Document 19.1 When the Contractor finds the ambiguity, omission, error or discrepancy in the Design Document while executing the Works, the Contractor shall notify the Employer of such fact by describing the details in writing via the Engineer before executing the part of the Works in need of the modification of design. 19.2 Upon receiving the notice stated in Section 19.1, the Employer shall take necessary measures so that the Works may be executed in a proper manner, including the modification of design by means of any of the followings: (a) To decide, in case that there is ambiguity in the Design Document (thereby unable to confirm the method of construction and materials to be used), whether the modification of design is necessary on the basis of matters confirming the method of construction and materials to be used in accordance with the original Design Document after considering the opinion of the original designer, the statement of unit price schedule or the calculation of quantities prepared by the Employer; (b) To supplement, in case that there is omission or error, the Design Document to secure the operation and security of the Works after examining such fact;
  • 15. (c) To conform the Bill of Quantities to the drawings and specifications in case that such drawings and specifications are consistent but different from the Bill of Quantities; or (d) To conform the Bill of Quantities to the confirmed drawings or specifications in case that the drawings and specifications are inconsistent each other, and the Bill of Quantities is different from such drawings or specifications, after confirming the drawings or specifications so as to ensure the best execution of the Works. 19.3 The provisions of Sections 19.2(c) and 19.2(d) shall not apply to the Works pursuant to Section 18.2; provided, however, that, in case of the Works pursuant to Section 18.2, the drawings and specifications are inconsistent each other, the provisions of the relevant laws and regulations, and bidding-related documents shall decide the priority. 20. Modification of Design owing to Discrepancy between the Status Quo of Site and Design Document 20.1 When the Contractor finds that the status quo of the Site including terrestrial condition, waters, burials, etc. is quite different from the Design Document while executing the Works, the Contractor shall immediately notify the Employer of such fact by describing in writing via the Engineer how the status quo of the Site is different from the Site based on the Design Document. 20.2 The Employer shall notify the Contractor in respect of the modification of design in consideration of the opinion of the Engineer and others after requesting the Engineer to investigate the Site upon the receipt of the notification pursuant to Section 20.1 and to submit his/her opinion on whether the modification of design is necessary. 21. Modification of Design owing to New Technology and New Method of Construction 21.1 When the Contractor deems new technology and method of construction (including the technology and method of construction, and equipment and materials, etc. with the identical functions and effects and above with the design produced by the Employer. The same shall apply to the following provisions) having a remarkable effect on saving the construction cost and shortening the construction period, etc., the Contractor may request the Employer of the modification of design in writing via the Engineer with the following attachments:
  • 16. (a) Detailed explanation regarding such suggestion; (b) The price schedules regarding such suggestion; (c) The projected schedule of the Works modified in line with Section 17.1(b); (d) The probable effect for the saving of construction cost and acceleration of construction period; and (e) Other references. 21.2 In case of the request of the modification of design pursuant to Section 21.1, the Engineer shall notify the Employer of his/her opinion regarding such request. The Employer shall notify the Contractor of the result of consideration of the opinion of the Engineer and others. 21.3 When the request pursuant to Section 21.1 has been approved, the Contractor shall without delay submit to the Employer via the Engineer detailed drawings for the Works to be executed by adopting such new technology and method of construction. 21.4 The Contractor shall not raise objection against the decision by the Employer pursuant to Section 21.2, and the Contractor shall not claim to the Employer the expenses incurred for the development of the new technology and method of construction, as well as the expenses for the execution of the Works based on the design modified in line with the new technology and method of construction in case that it is proved impossible to execute the Works by means of such new technology and method of construction. 22. Modification of Design owing to KOICA's Necessity 22.1 In case that the Employer deems it necessary to modify the design on account of the followings, the Employer may notify the Contractor thereof in writing: (a) The need of additional Work accompanied by the modification of part of the Works; (b) The removal of specified trade of the Construction Works; (c) The modification of the programme; (d) The modification of method of construction; and (e) Other modification for the proper performance of the Works.
  • 17. 22.2 The Employer shall notify the Contractor of the modification of design pursuant to Section 22.1 with the following attachments; provided, however, that, in case of the impossibility to prepare for the modified design, the Employer may notify the Contractor of the outline of such modified design: (a) The outline of the modified design; (b) The modified drawings and specifications of Works; and (c) Other necessary documents. 22.3 Upon receiving the notice prescribed in Section 22.1, the Contractor shall notify the Employer of whether such modified design is executable (if it is deemed impossible, the reasons and evidential data shall be attached) in writing via the Engineer. 23. Additional Measures following Modification of Design 23.1 In case of the modification of design pursuant to Section 18.1, the Employer shall listen to the opinion of the original designer to make the scope of responsibility arising out of defects clear insofar as such modified design is related with the security of the Works owing to the structural change. 23.2 In case of the modification of design pursuant to Section 22, the Employer may have the Contractor submit the followings via the Engineer, and, in such a case, the Contractor shall respond to it: (a) The modified programme of the relevant type of Works; (b) The modified drawings and detailed drawings of the relevant type of Works; (c) The Contract Price and period in need of adjustment; and (d) Other matters which influence the process of the Works. 23.3 In case that the Contractor modifies and submits the original drawings and detailed pursuant to Section 23.2.b, the Employer may pay, in consultation with the Contractor, the expenses incurred for such modification to the extent not exceeding the actual cost. 24. Adjustment of Contract Price subject to Modification of Design
  • 18. 24.1 Once the Agreement is executed, the Contractor shall not demand to adjust the Contract Price or reject to perform the Works on ground of not knowing the conditions of the contract. 24.2 In case that the modification of design results in the increase or decrease of the volume of Works owing to the change of construction method and materials to be used, the Employer shall adjust the Contract Price on the basis of any of the followings: (a) The unit price of such increased or decreased volume of Works shall be the unit price under the contract; provided, however, that, in case of the unit price under the contract higher than the projected unit price with increased volume, the unit price applicable to such incremental volume shall be the projected unit price; or (b) The unit price for the item not existing in the price schedules (applicable to the same kind of item of different function or specification, and hereinafter referred to as the "New Item") shall be the amount of the unit price derived from the modification of design (at the time when the Employer confirm the modified drawings in case of the required modification of design, or at the time when both parties agree in writing on the modification of design in no need of such modification) multiplied by the ratio of successful tender price (meaning the ratio of the successful tender price or the Contract Price against the projected price. The same shall apply to the following provisions). 24.3 In case that the Employer demands the modification of design (applicable to where there is no fault on the part of the Contractor), the increased volume or the unit price of the New Item shall, notwithstanding Section 24.2, be subject to the consultation between the Employer and the Contractor within the scope of the amount which shall be the unit price calculated at the time of modification of design multiplied by the ratio of successful tender price. 24.4 In case of the modification of design pursuant to Section 21, the amount equivalent to 30 percent of the relevant savings shall be reduced from the Contract Price. 24.5 The proportional costs (including indirect labor cost, industrial casualty insurance premium, industrial security and health management cost), and general and administrative expenses and profits against the incremental Contract Price pursuant to Sections 24.2 and 24.3 shall be based on the rate of such proportional costs, and the rate of general and administrative expenses and profits as specified in the price schedules, but shall not exceed the rate as specified in the relevant laws and designated by the Minister of Finance and Economy of the Republic of Korea.
  • 19. 24.6 In case that the Employer intends to increase the Contract Price pursuant to Section 24.2, which has been successfully awarded with below 86 percent of the projected price, and when the adjusted incremental amount is more than 10 percent of the initial Contract Price, the Employer shall obtain the approval of the President of KOICA. 24.7 In case that the unit price of a part of type of Works is prepared by way of the aggregate sum (hereinafter referred to as the "One-set Unit Price") rather than classified and prepared in terms of detailed type of Works, the Contract Price shall be adjusted pursuant to Sections 24.2 through 24.6 if the components of the One-set Unit Price have been altered by the change of design drawings or specifications. 24.8 In case that the Contract Price is adjusted pursuant to Sections 24.2 through 24.7, the Employer shall adjust the Price Contract within 60 days from the date of the request for such adjustment. When the delay of the allotment of budget or other adverse situation is expected, the Employer may extend the adjustment period in consultation with the Contractor. In case of being alloted insufficient budget enough to adjust the Contract Price, the Employer may pay the consideration by reducing the volume of Works, etc. 24.9 If the Employer could find that the Contractor has requested pursuant to Section 24.8 for the adjustment of the Contract Price improperly, the Employer shall without delay take corrective measures i.e., demanding necessary modifications. In such a case, the period from the date when the Contractor is requested of such modifications to the date when the Employer is notified of such modifications shall not be included in the period as specified in Section 24.8. 25. Modification and Suspension of Works 25.1 The Employer may, if necessary, demand the Contractor to change, or add something to, the Works or to suspend the whole or part of Works in writing. In case that, by doing so, it is deemed necessary to extend or shorten the construction period, or to increase or decrease the Contract Price, the Employer shall adjust the Contract Price in consultation with the Contractor. 25.2 In case that the Contractor is in violation of the Agreement and GCC, the Employer may order the Contractor to suspend the Works and to withdraw the Contractor's personnel and employees from the Site. As for the delay of the Works or other matters arising out of the preceding incident, the
  • 20. Contractor shall not demand the Employer to extend the construction period or adjustment of the Contract Price. 25.3 The Contract Price for the Works which have been added by the instruction of the Employer shall be adjusted subject to consultation between the Employer and the Contractor. 26. Emergency Measures 26.1 When it is deemed necessary to prevent casualties during the construction period, the Contractor shall take necessary measures in advance taking advice from the Engineer. 26.2 The Engineer may demand the Contractor to take emergency measures orally or in writing on account of preventing casualties or executing the Works. In such a case, the Engineer shall supplement such oral demand with written formalities. 26.3 Upon receiving the demand pursuant to Section 26.2, the Contractor shall immediately respond to it; provided, however, that, at the reluctance of the Contractor, the Employer may have a third party take emergency measures over the transom at the cost of the Contractor. 27. Delay Damages 27.1 If the Contractor fails to complete the Works until the time for completion stated in the Agreement (meaning the date of submitting the completion report), the Contractor shall pay the amount in cash, calculated by multiplying the Contract Price by the rate of delay damages, as specified in the Agreement, for the number of days delayed (hereinafter referred to as the "Delay Damages"). 27.2 When the Employer deems the delay has been caused by any of the followings, the corresponding days shall be excluded from the days delayed: (a) Force Majeure incidents as prescribed in Section 34; (b)Impossibility to execute the Works because the supply of essential equipment and materials irreplaceable by the Contractor has been delayed by the events imputable to the Employer;
  • 21. (c) Delay of commencement of Works or suspension of construction caused by the events imputable to the Employer; or (d) Other delays of Works caused by the events unimputable to the Contractor. 27.3 The Employer shall calculate the number of days delayed under Section 27.1 on the following manner: (a) When the Contractor has submitted the completion report until the completion date, the period of time consumed for the inspection of the Works pursuant to Section 29 shall not be included in the days delayed; provided, however, that, in case of the corrective measures taken under Section 29.3 after the completion date, the period from the day of corrective measures to the day when it has finally passed the inspection on completion (In case that the period of inspection exceeds such period as prescribed in Section 29, such period shall be the maximum. The same shall apply in the following provisions.) shall be included in the days delayed. (b)When the Contractor has submitted the completion report past the completion date, the period from the next day following the completion date to the day when it has finally passed the inspection on completion (In case of the corrective measures, the final inspection of completion shall apply) shall be included in the days delayed. 27.4 The Employer may set-off the Delay Damages pursuant to Section 27.1 from the consideration of the Works to be paid to the Contractor. 27.5 When the Employer has used a whole or part of the Works pursuant to Section 32, the corresponding portion of price shall be deducted from the Contract Price. 27.6 When the Delay Damages arising out of the non-performance of the Contractor have reached the amount corresponding to the Contract Deposit set forth in Section 6, the Employer may terminate the Agreement and revert such deposit to the Employer. 28. Extension of Contract Period 28.1 In case that any of the events specified in Section 27.2 takes place during the initial contract period, the Contractor shall, without delay, request to the Employer in writing the extension of the contract period via the Engineer with the modified schedule of the Works against the schedule set forth in Section 17.1.b.
  • 22. 28.2 When the Employer is notified of the request for the extension of the contract period stated in Section 28.1, the Employer shall immediately make investigation into such an event and take such necessary measures as the extension of the contract period to facilitate the performance of this Agreement. 28.3 When the Employer approves the extension of the contract period stated in Section 28.1, the Delay Damages set forth in Section 27 shall not be levied during the extended period. 29. Inspections 29.1 Upon completing the Works, the Contractor shall notify the Employer of the fact in writing e.g., the completion report, and request the inspection thereof. 29.2 When the Employer receives the notification set forth in Section 29.1, the Employer shall, within 20 days from such notification, inspect the performance of the Works in the presence of the Contractor on the basis of the Agreement, drawings, completion report and other documents; provided, however, that, in case of Force Majeure, the inspection might be extended during the period of Force Majeure and three(3) days after its extinction. 29.3 When the Employer finds the whole or part of performed Works in breach of the Agreement or in an improper state during the inspection set forth in 29.2, the Employer shall cause the Contractor to take necessary corrective measures, and thereafter to undergo the inspection again. In this case, the period as prescribed in Section 29.2 shall begin from the day when the Contractor notifies the Employer of the Works corrected. 29.4 In case that the contract period is extended pursuant to Section 29.3, the Employer shall cause the Delay Damages levied against it pursuant to Section 27. 29.5 The Contractor shall attend, and cooperate in, the inspection of the Works pursuant to Section 29.2. Sections 29.3 and 29.4 shall apply mutatis mutandis to the delay which was caused by the Contractor's rejection to attend or reluctance to cooperate in the inspection. 29.6 Upon finishing the inspection, the Employer shall, without delay, notify the Contractor of the result thereof. In this case, the Contractor may request the reinspection when the Contractor has an
  • 23. objection to the inspection, and the Employer shall respond to it insofar as there proves to be justifiable reasons for such reinspection. 29.7 When the Contractor is notified of the completion of inspection pursuant to Section 29.6, the Contractor shall remove immediately all construction facilities, surplus equipment and materials, wastes and make-shift structures from the Site and keep the Site in order. 30. Taking-over 30.1 After notifying the inspection has been finished pursuant to Section 29.6, the Employer shall issue the taking-over certificate of the Works, and take over the Works upon the request of taking- over. 30.2 In case that the Contractor requests the Employer to take over the Works, the Employer shall cause the Contractor to submit the statement at completion with the following items attached thereto, if deemed necessary in view of the construction size, etc.: (a) Five (5) copies of each photograph (10"x15") of the front, back and side of the completed Works and their original films or digital files thereof; (b)Five (5) copies of video tape (VHS) taken during the inspections as set forth in Section 29; and (c) The completion report containing the administrative process from the commencement to completion, participating engineers, participant companies, etc. 31. Cooperation with Related Works In case that there is other related works under progress, the Contractor shall cooperate with best efforts for the execution of such related works and other jobs for such related works to make progress. 32. Partial Use 32.1 Prior to taking over the Works, the Employer may use the whole or part of the Works with the consent of the Contractor.
  • 24. 32.2 In case of Section 32.1, the Employer shall conduct its duty of care as a good faith administrator for the Works used by it. 33.3 The Employer shall hold the Contractor harmless and bear corresponding costs in case that such use as stated in Section 32.1 has caused damages to the Contractor or increased the expenses incurred by the Contractor. 33. Damages 33.1 The Contractor shall indemnify the Employer, the Employer's personnel or a third party for all damages and losses arising out of its willful act or negligence in respect of any contracted construction work and the Works. 33.2 The damages and losses stated in Section 33.1 which have proved to be attributable to the Employer's willful act or negligence shall be assumed by the Employer. 33.3 In case that the Contractor's sub-contractor has caused damages and losses to the Employer, the Employer's personnel or a third party out of its willful act or negligence in respect of any sub-contracted construction work and the Works, the Contractor shall indemnify them for such damages and losses jointly and severally with the sub-contractor. 33.4 In case of the Works insured by the casualty insurance stated in Section 6, what has been assumed by the Contractor or the Employer pursuant to Section 33.1 and 33.2 shall be the portion exceeding the amount covered by such casualty insurance. 34. Force Majeure 34.1 The damages and losses caused by Force Majeure to the performed part of Works inspected pursuant to Section 29 shall be assumed by the Employer, and the other part shall be assumed subject to the consultation between the Employer and the Contractor. 34.2 When the damages and losses caused by Force Majeure as stated in Section 34.1 during the period of executing the Agreement, the Contractor shall without delay give notice to the Employer of such event. Upon receiving the notice, the Employer shall immediately investigate such event and confirm the damages and losses before notifying the Contractor of the result thereof. In this case, the Employer may take the opinion of the Engineer into account. 34.3 When the consultation stated in Section 34.1 fails to occur, it shall be subject to Section 54.
  • 25. 35. Remedying Defects 35.1 The Contractor shall remedy all defects or damage arising out of the Works during the period from the earlier of the day taking over the whole Works or the day of inspection on completion to the day specified in the Agreement (hereinafter referred to as the "Period of Maintenance Liability"). In addition, if the occurrence of such defects or damage, or the request of remedying such defects or damage takes place during the Period of Maintenance Liability, the Contractor shall remedy such defects or damage at its own responsibility and cost after the Period of Maintenance Liability expires. 35.2 Upon receiving the notice of request to remedy defects or damage, the Contractor shall immediately remedy such defects or damage, and submit the report to the Employer describing the causes of such defects or damage and corresponding measures thereof. 35.3 When the Employer demand to remedy or repair the defects or damage occurring during the Period of Maintenance Liability, the Employer shall without delay respond to such demand; provided, however, that the Employer may remedy or repair such defects or damage directly by using the maintenance security, or demand the costs incurred by a third party performing the job on behalf of the Employer. 36. Maintenance Guaranty 36.1 The Contractor shall pay the amount as specified in the Agreement to ensure the remedy or repair of defects or damage of the Works (hereinafter referred to as the "Maintenance Guaranty"), amounting to the Contract Price (or the adjusted price in case of adjustment of the initial Contract Price) multiplied by the ratio of maintenance guaranty, in the manner as prescribed by the Employer. 36.2 In case that the Contractor would not respond to the demand of the Employer to remedy or repair as stated in Section 35.1 during the Period of Maintenance Liability, the Maintenance Guaranty stated in Section 36.1 shall be reverted to the Employer. 36.3 When the Employer finishes the final inspection at completion within 14 days from the expiry date of the Period of Maintenance Liability, the Employer shall issue a certificate of remedy completion to the Contractor. 36.4 The responsibility and liability of the Contractor ceases to exist from the date of the certificate of remedy completion pursuant to Section 36.3.
  • 26. 37. Assumption of Costs and Expenses 37.1 The costs and expenses, incurred for using waters, electricity, fuel and other utilities, accrued during the execution of the Works until the date of taking-over certificate shall be assumed by the Contractor. 37.2 The administrative expenses necessary for the completion of buildings and other structures set forth in the relevant laws of the Host Country shall be borne by the Contractor at its cost and responsibility. 38. Special Responsibility The Employer may set forth a special condition which requires the Contractor to be liable for the defects or damage not discovered during the inspection set forth in Section 29, when it is deemed necessary in accordance with the characteristics of the Works and the relevant provisions of the relevant laws even though the certificate of remedy completion has been issued pursuant to Section 36.3. 39. Handling of Excavations 39.1 All fossils, coins, articles of value and other remains or items of geological or archeological interest found on the Site shall be treated and disposed of as stated in the relevant laws and regulations. 39.2 When the Contractor has found such remains or items set forth in Section 39.1, the Contractor shall give notice immediately to the Employer of the fact, and follow the instruction of the Employer, and further, in handling such remains or items, take all appropriate precautions to keep them from damage. 40. Approval of Sub-Contract, etc. 40.1 The Contractor shall not delegate or sub-let the whole or part of the Works to a third party without the prior approval of the Employer.
  • 27. 40.2 In case of the sub-let pursuant to Section 40.1, the obligation of the Contractor under the Agreement shall not released. 40.3 When the Contractor intends to sub-let the contracted Works to a third party, the Contractor shall do so subject to the relevant laws and regulations including the framework act on construction industry and the fair trade act on sub-let transactions of the Republic of Korea and the Host Country, and comply with the relevant laws and regulations of the Republic of Korea and the Host Country concerning the election of a sub-contractor, execution and performance of the sub-contract, and payment of sub-contract price. 40.4 In case that the Employer finds a significantly inappropriate sub-contractor executing the Works, the Employer may demand in writing the Contractor of the replacement of such a sub-contractor or the modification of the sub-contract describing the reasons within 30 days from the date of notifying of such sub-contract or knowing such reasons, and the Contractor shall immediately respond to such demand. 41. Direct Payment to Sub-Contractor 41.1 When the direct payment of sub-contract amount be required, of the sub-contracts executed by the Contractor, by the relevant laws and regulations including the fair trade act on sub-let transactions and the framework act on construction industry of the Republic of Korea and the Host Country, the Employer may make direct payment of the sub-contract amount to the sub-contractor for the portion of the Works executed by such sub-contractor. 41.2 When the Employer has made direct payment of the sub-contract amount to the sub-contractor pursuant to Section 41.1, the obligation of the Employer to pay the Contract Price to the Contractor shall be deemed to be discharged to the extent that the Employer has paid to the sub-contractor. 42. Representations and Warranties The Contractor, unless otherwise provided in SCC, hereby represents and warrants that: (a) It was established in the eligible country, and has full legal power to enter into and perform this Agreement and good capacity to do business;
  • 28. (b) It has obtained the government approval, consent and authorizations, if any, necessary to execute the Works; (c) It has conducted in a sincere manner such administrative process in oder to perform this Agreement including pre-qualification required by the Employer; (d) It has warranted the quality of the Works, and re-construction or refund, if applicable, in case of the Works with some defects; (e) It has guaranteed the stated price is not higher than the regular price; (f) It will not pay the expenses to perform its obligations hereunder out of country exceeding the Contract Price hereof; (g) It shall waiver its sovereign immunity, if applicable, even though it is a state-owned company of the Host Country. 43. Covenants The Contractor, unless otherwise provided in SCC, hereby covenant to the Employer, to the extent that this Agreement applies, that: (a) It shall not employ any fraudulent, deceptive and corrupt manner in executing the Works; (b) It shall not make any sub-contract with a third party without prior written consent of the Employer; (c) It shall not assign its contractual status, rights and obligations to a third party without prior written consent of the Employer; (d) It shall pay taxes, duties, assessments and governmental charges related with the Works when due; and (e) It shall report to the Employer immediately any event or incident that may materially affect the performance hereof. 44. Events of Default and Claim for Damages
  • 29. 44.1 In the event that the Contractor fails to observe or comply with its obligation hereunder including any representation, warranty or covenant made by the Contractor hereunder, in particular, with respect to non-bribery and integrity, or meet any reasonable request of the Employer, it shall be deemed to constitute breach of contract. 44.2 The Contractor shall be liable to the Employer for any loss, actual damages and/or special damages, incurred by the Employer arising out of the events stated in Section 44.1. 45. Termination Owing to Contractor's Fault 45.1 The Employer may, without prejudice to any other remedy for breach of Contract, terminate the whole or part of this Agreement if any of the followings takes place; provided, however, that, in case of Section 45.1c, the Employer shall terminate the whole Agreement: (a) The Contractor fails to commence the Works past the commencement date agreed upon; (b) The Contractor is deemed to fail, or unlikely, to complete the Works until the date for completion owing to its own fault; (c) The delay damages stated in Section 27.1 have reached the amount equivalent to the Contract Deposit or 10 percent of the Contract Price of this Agreement, or the corresponding installment of the long-term continuing contract; (d) The Contractor fails to conclude the second installment and thereafter of the long-term continuing contract; (e) The Contractor has committed bribery or illegal and corrupt practices to hinder the ordinary management of the contract in performing the Agreement; (f) The suspension of business, cancellation of operation, etc. have been inflicted upon the Contractor by the authorities concerned; (g) The Works are deemed to be hardly completed until the date for completion owing to the composition or court receivership against the Contractor or insolvency imputable to the fault of the Contractor;
  • 30. (h) The Contractor is responsible for retarded operation and inappropriate execution of work in breach of this Agreement, and fails to remedy such wrong doings within seven (7) days notwithstanding the request of the Employer; or (i) Other breach of the Agreement occurs and the purpose of the Agreement is deemed hardly attainable because of such breach of the Agreement. 45.2 In case that the Employer terminates this Agreement pursuant to Section 45.1, the Employer shall notify the Contractor and its sub-contractor stated in Section 40 of the termination of hereof. 45.3 Upon receiving the notification pursuant to Section 45.2, the Contractor shall comply with any of the followings: (a) The Contractor shall stop executing the Works immediately, and remove all the materials and equipment from the Site; (b) The Contractor shall return the goods lent from the Employer. In case that such goods are destroyed or damaged owing to the fault on part of the Contractor, the goods shall be recovered to the original state or the Employer shall be compensated by appropriate damages; (c) The remaining materials out of the materials supplied by the Employer, after being used in the portion taken over as performed part of the Works, shall be returned to the Employer. In case that the pertinent materials are destroyed or damaged owing to the fault on part of the Contractor, or they are used in the portion which is not taken over as performed part of the Works, the materials shall be restituted to the original status or the Employer shall be compensated by appropriate damages; (d) The Contractor shall provide all materials, information and convenience to the Employer, and the information and other data lent from the Contractor shall be immediately returned to the Employer; 45.4 When the Employer has terminated the Agreement pursuant to Sections 45.1, the Contract Deposit shall be reverted to the Employer. 45.5 In case that the damages arising out of the termination of the Agreement pursuant to Section 45.1 exceed the Contract Deposit, the Employer may claim for the damages for the excessive portion. 45.6 In case that the Agreement has been terminated pursuant to Section 45.1, the Employer shall without delay settle the contract amount with the Contractor for the portion performed until the day of notification of such termination;
  • 31. 45.7 In case that the Agreement has been terminated pursuant to Section 45.1, the remainder unsettled from the advance payment, if any, shall be returned to the Employer with the contractual interest equivalence added thereon. In this case, the Employer may set off such remainder to be returned, with the price of the performed portion of the Works; provided, however, that the remainder from the direct payment of the sub-contract price stated in Section 41.1 may be set off with such price of the performed portion of the Works. 46. Termination Owing to Change of Circumstances 46.1 The Employer may terminate the Agreement when apparently unavoidable situation takes place apart from the cases stated in Sections 45.1.a through 45.1.i. 46.2 In case that the Employer terminates the Agreement pursuant to Section 46.1, the Employer shall pay the amount specified in any of the followings to the Contractor within 14 days after completing the job set forth in Section 45.3: In such a case, the Contract Deposit stated in Section 7 shall be returned at the same time. (a) The unpaid amount of the price of performed portion of the Works, which has been caused by Force Majeure set forth in Section 34; or (b) The expenses for the withdrawal of laborers, materials and equipment which have been put into the Site prior to such termination so as to complete the whole Works. 46.3 The Contractor shall return the unsettled remainder of the advance payment, if any, to the Employer. In this case, the interest on such unsettled remainder shall not be added thereon. 47. Termination by Contractor 47.1 The Contractor may terminate the Agreement in any of the following cases: (a) More than 40 percent of the Contract price has been reduced owing to the modification of the Works pursuant to Section 18; or (b) The period of suspension of the Works pursuant to Section 48 exceeds 100 percent of the construction period.
  • 32. 47.2 Section 45.3 shall apply mutatis mutandis to where the Agreement shall be terminated pursuant to Section 47.1. 48. Temporary Suspension of Construction 48.1 The Engineer may suspend the construction of the whole or part of the Works in any of the following cases; provided, however, that the Contractor shall exert its duty of care as a sincere administrator: (a) The execution of the Works is not in conformity to the Agreement; (b) The suspension of the Construction Works is necessary for the safety of the whole or part of thereof; (c) The emergency measures are taken pursuant to Section 26; or (d) Other cases where the Employer has instructed the suspension out of its necessity. 48.2 In case that the Engineer has suspended the construction pursuant to Section 48.1, the Engineer shall without delay notify the Contractor and the Employer of the reason for such suspension and the suspension period. 48.3 When the construction is suspended pursuant to Section 48.1, the Contractor shall not require the extension of the contract period or the increase of the Contract Price; provided, however, that the same shall not apply where such suspension was not caused by the reason imputable to the Contractor. 49. Suspension of Construction by Contractor, etc. 49.1 In case that the Employer fails to comply with the obligations under the Agreement as set forth in Contract Documents, etc., the Contractor may request the Employer to perform such obligations in writing. 49.2 The Employer shall notify the Contractor of the performance plan in writing within 14 days from the date of such request stated in Section 49.1. 49.3 In case that the Employer fails to give notice within the period prescribed in Section 49.2, or rejects to perform such obligations under the Agreement, the Contractor may suspend the whole or
  • 33. part of the Works from the day when the prescribed period expires or when the Employer rejects to perform such obligations. 49.4 The Employer shall extend the construction period pursuant to Section 28 in respect of the suspended period stated in Section 49.3. 50. Inconsistent Construction 50.1 In case that a part of the Works executed by the Contractor is deemed inconsistent with the drawing documents, the Employer may require the Contractor to remedy such part of the Works, and the Contractor shall without delay respond to it. In this case, the Contractor shall not require the increase of the Contract Price or the extension of the contract period. 50.2 The Contractor shall consult with the Employer after examining sufficiently the drawing documents and instructions of the Employer prior to executing the Works lest any defective Works should take place. Any expenses and losses arising out of the failure to take necessary measure or to perform the duty of care as for a constructor shall be borne by the Contractor. 51. Technological Knowledge and Confidentiality 51.1 The whole or part of the reports, information and other materials, which are furnished by the Contractor under the Agreement, and know-how derived from the preceding sources may be copied, used or made public subject to the approval of the Contractor for the benefit of the Employer. 51.2 The Contractor shall keep confidential the information and know-how, or national secrecy acquired in the course of performing the Agreement, and shall not provide them to outside regardless of before and after such performance. 52. Severability and No Waiver 52.1 In case that any one or more of the provisions contained herein turns out invalid or cancelled, the remaining provisions hereof shall in no way affected thereby.
  • 34. 52.2 No delay or omission by the Employer in exercising any of its rights hereunder shall operate or be construed as a waiver thereof, the rights and remedies set forth herein shall be cumulative in exercising them. 53. Governing Law This Agreement shall be governed by, and construed in accordance with, the laws of the Republic of Korea. 54. Dispute Resolution 54.1 Any dispute arising out of this Agreement shall be settled amicably in good faith by means of consultation between both parties. 54.2 If any agreement is seldom reached by both parties within 30 days from the occurrence of the dispute, such dispute and differences shall be settled, as elected by the Employer, either by the litigation before the Seoul Central District Court, or by the Korean Commercial Arbitration Board in Seoul, Korea in accordance with the Arbitration Rules of the Korean Commercial Arbitration Board and under the Korean laws. In the latter case, the arbitral award shall be final and binding upon both parties. 55. Information related with Construction When it is deemed necessary by the Employer, the Employer may require the Contractor to submit the unit price list with which the price schedules of construction cost has been prepared, and the Contractor shall respond to it. 56. Observance of Pre-Qualification Matters 56.1 In executing the Works, the Contractor shall perform thoroughly the matters set forth in the evaluation list of pre-qualification criteria as submitted at the time of pre-qualification.
  • 35. 56.2 The Employer shall investigate from time to time how the Contractor has perform such matters as stated in Section 56.1, and, if not, the Employer shall take measures immediately to correct such non-performance. 57. Handling of Civil Petitions 57.1 The Contractor shall exert best efforts for the safety of the Works in performing this Agreement, and prevent any friction with neighboring inhabitants lest all kind of civil petitions should take place. 57.2 The Contractor shall process promptly civil petitions in respect of the Works lest they should affect the progress of construction works, and the Contractor shall be liable for and assume the expenses incurred in doing so. 57.3 The Contractor shall not request the extension of the construction period in relation to Section 57.2. 58. Disposal of Waste Any waste arising out of the Site shall be disposed at the cost and responsibility of the Contractor in accordance with the relevant laws and regulations of the Host Country. 59. Compliance of Law The Employer and the Contractor shall comply with the relevant laws and regulations, including the framework act on construction, of the Republic of Korea and the Host Country in the course of executing the Works and performing the Agreement. 60. Contractor's Responsibility and Obligation 60.1 The Contractor's responsibility and obligation under this Agreement shall not be released even though the Contractor has been subject to the civil or penal punishment owing to the violation of the Agreement or relevant laws. In case that any judiciary sanctions inflicted on the Contractor owing to
  • 36. its violation with fault of relevant laws of the Host Country has resulted in the delay of completion of the Works, the Contractor shall helplessly pay the delayed damages to the Employer. 60.2 The Contractor shall indemnify and hold harmless the Employer against all the matters arising out of claims, liabilities and construction troubles, which accrued prior to the execution of this Agreement in no relation to the current Works, and shall not raise any objection to it. 61. Special Agreement Unless otherwise set forth in this Agreement, the Employer and the Contractor may agree to establish special provisions. 62. Miscellaneous 62.1 This Agreement shall become effective from the Effective Date to the end of the Period of Maintenance Liability specified in Section 35.1. 62.2 Other matters which have not been expressly set forth in this Agreement shall be determined subject to mutual consultations in accordance with the relevant laws and regulations, and commercial practices.
  • 37. Special Conditions of Contract 1. Purpose SCC shall supplement GCC with the specific provisions in GCC referred to and amended accordingly. The SCC provisions shall prevail over those in GCC and constitute a part of this Agreement. 2. Payment of Contract Price for the Performed Portion 2.1 The Contractor may request the inspection of the performed portion of the Works every other month from the commencement date to the final inspection date stated in Section 29 of GCC, and, upon the inspection without delay, the Employer shall notify the Contractor of the inspection result. If there is no notification within 15 days, it is regarded as passing the inspection. 2.2 The Employer shall confirm the price for the performed portion of the Works subject to the inspection within 20 days from the inspection date, and pay it to the Contractor; provided, however, that, upon the request of the Contractor of such payment after the inspection date, the Employer shall make such payment within 20 days from the date of request. 2.3 When any difference or discrepancy between the requested particulars and the inspection is found, the Employer shall require the correction thereof describing the ground for correction. In this case, the period of time consumed for such correction shall not be included in the period specified in Section 2.2. 2.4 The price of the performed portion of the Works shall be calculated on the basis of unit price and paid accordingly; provided, however, that, in the absence of unit price, it shall be subject to the unit price based upon the provisions of Sections 24.1 and 24.2 of GCC. 2.5 When it is impossible to pay the price owing to Force Majeure, the payment of the price may be extended to three (3) days after the duration of Force Majeure and the extinction of such situation.
  • 38. 3. Payment of the Completed Contract Price 3.1 After passing the inspection on completion conducted by the Employer stated in Section 29 of GCC, the Contractor shall keep the Site in order immediately by removing and withdrawing surplus materials, waste, makeshift structures, etc., and may demand the payment of the unsettled Contract Price by submitting the Maintenance Security. 3.2 Upon the receipt of the demand stated in Section 3.1, the Employer shall pay the amount within 20 days from the date of such demand. In this case, a special agreement between both parties may prolong the period for payment of the Contract Price to the extent that such period shall not exceed 20 days 3.3 When it is impossible to pay the price owing to Force Majeure, the payment of the price may be extended to three (3) days after the duration of Force Majeure and the extinction of such situation. 3.4 When the Employer has found inappropriateness in the whole or part of demand for price stated in Section 3.1, the Employer may return the demand by describing the ground for return. In this case, the period of time from the date of return to the date of re-demand shall not be included in the period specified in Section 3.2. 4. Advance Payment In order to facilitate the execution of the Works, the Employer may make advance payment in accordance with the Advance Payment Standards of KOICA; provided, however, in such a case, that the submission of advance payment-related guarantee bond is required. 5. Interest on the Delayed Payment of Price
  • 39. 5.1 In case that, upon receiving the demand for price, it is impossible to pay the appropriate price until the payment date stated in Sections 2 and 3 of SCC, the Employer shall pay the amount as interest, calculated from the number of days from the next day past due to the day of payment (hereinafter referred to as the "Delayed Number of Days") by multiplying the default interest rate on the unpaid price applied by Korean city banks for general purpose loans. 5.2 The number of days when the inspection on completion or the payment of price is delayed owing to Force Majeure shall not be included in the Delayed Number of Days. 6. Application of Foreign Exchange Rate When the U.S. dollar is used for the payment under this Agreement, the exchange rate for such currency shall be the offered exchange rate of the bank which the Employer has traded with. 7. Prior Check and Examination The Contractor shall, on its sole responsibility, understand the legal matters, including the construction act and land use-related laws, etc., and technical matters like construction environment on the Site in the Host Country, and process the necessary matters for proper performance of this Agreement. 8. Casualty Compensation Pursuant to Section 13 of GCC, the Contractor shall make the personnel, who are assigned to perform this Agreement, insured on the following criteria based upon the Korean standard: (a) In case of injury and death, up to 300 million won;
  • 40. (b) In case of disease and death, up to 200 million won; or (c) In case of special expenses, up to 10 million won. 9. Use of Patent In case that a particular method of construction using a patent right or other intellectual property rights of a third party is employed, the Contractor shall be solely responsible for the use of such intellectual property rights. 10. Undertaking of Non-Bribery and Integrity Obligation The Contractor shall consent to observe the undertaking, in which the Contractor shall not, on the basis of mutual trust with the Employer, engage unfair trade practices in the course of bidding and being awarded, conclusion and performance of the contract, nor provide KOICA's officers and employees, and competent government officials with unjust compensation including bribery, entertaining treat, etc., and further that, in case of breach of such undertaking, it will accept and observe sanctions including the early termination of the Agreement. <Exhibit 1> CCoonnttrraacctt DDeeppoossiitt KKNNOOWW AALLLL MMEENN BBYY TTHHEESSEE PPRREESSEENNTTSS,, tthhaatt wwee,, [[ CCoonnttrraaccttoorr ]] ,, aa ccoommppaannyy iinnccoorrppoorraatteedd iinn aanndd uunnddeerr tthhee llaawwss ooff [[ CCoouunnttrryy ooff EEssttaabblliisshhmmeenntt ]] aass PPrriinncciippaall ((hheerreeiinnaafftteerr rreeffeerrrreedd ttoo aass tthhee ""CCoonnttrraaccttoorr"")) aanndd [[ GGuuaarraannttoorr ]] ,, aa ccoorrppoorraattiioonn oorrggaanniizzeedd uunnddeerr tthhee llaawwss ooff [[ CCoouunnttrryy ooff EEssttaabblliisshhmmeenntt ]] aanndd dduullyy oorrggaanniizzeedd ttoo ttrraannssaacctt bbuussiinneessss iinn [[ CCoouunnttrryy ooff DDooiinngg BBuussiinneessss ]] aass tthhee GGuuaarraannttoorr ((hheerreeiinnaafftteerr rreeffeerrrreedd ttoo aass tthhee ""GGuuaarraannttoorr"")) aarree hheelldd aanndd ffiirrmmllyy bboouunndd uunnttoo tthhee KKoorreeaa IInntteerrnnaattiioonnaall CCooooppeerraattiioonn AAggeennccyy wwiitthh iittss hheeaaddqquuaarrtteerrss iinn SSeeoouull,, KKoorreeaa,, aass OObblliiggeeee ((hheerreeiinnaafftteerr rreeffeerrrreedd ttoo aass tthhee ""EEmmppllooyyeerr"" oorr ""KKOOIICCAA"")) in the amount of ten (10) percent of the Contract Price, i.e., [ Words ] US Dollars (US$ [ Figure ] ), as a Contract Deposit to ensure the conclusion or the early termination of the Contract
  • 41. ffoorr tthhee ppaayymmeenntt wwhheerreeooff wwhhiicchh ssuumm,, wweellll aanndd ttrruullyy ttoo bbee mmaaddee,, tthhee CCoonnttrraaccttoorr aanndd tthhee GGuuaarraannttoorr bbiinndd tthheemmsseellvveess,, tthheeiirr ssuucccceessssoorrss aanndd aassssiiggnnss,, jjooiinnttllyy aanndd sseevveerraallllyy,, ffiirrmmllyy bbyy tthheessee pprreesseennttss.. WWhheerreeaass tthhee CCoonnttrraaccttoorr hhaass eenntteerreedd iinnttoo aa wwrriitttteenn ccoonnttrraacctt wwiitthh tthhee EEmmppllooyyeerr ddaatteedd mmmm dddd,, 2200yyyy ffoorr tthhee PPrroojjeecctt WWoorrkkss CCoonnttrraacctt bbeeiinngg bbyy rreeffeerreennccee mmaaddee ppaarrtt hheerreeooff aanndd hheerreeiinnaafftteerr rreeffeerrrreedd ttoo aass tthhee ""AAggrreeeemmeenntt.."" NNooww,, tthheerreeffoorree,, ffoorr vvaalluuaabbllee ccoonnssiiddeerraattiioonn,, tthhee rreecceeiipptt wwhheerreeooff iiss hheerreebbyy aacckknnoowwlleeddggeedd bbyy tthhee GGuuaarraannttoorr,, tthhee GGuuaarraannttoorr hheerreebbyy iirrrreevvooccaabbllyy uunnddeerrttaakkeess ttoo,, wwhheenneevveerr tthhee CCoonnttrraaccttoorr ffaaiillss ttoo ccoonncclluuddee tthhee AAggrreeeemmeenntt wwiitthh tthhee EEmmppllooyyeerr oorr iinntteennddss ttoo tteerrmmiinnaattee tthhee AAggrreeeemmeenntt ffoorr aannyy rreeaassoonn,, pprroommppttllyy ppaayy tthhee EEmmppllooyyeerr,, wwiitthhoouutt aannyy oobbjjeeccttiioonn,, ooppppoossiittiioonn oorr rreeccoouurrssee,, tthhee aammoouunntt rreeqquuiirreedd bbyy tthhee EEmmppllooyyeerr iinn aaccccoorrddaannccee wwiitthh iittss tteerrmmss aanndd ccoonnddiittiioonnss,, uupp ttoo aa ttoottaall nnoott eexxcceeeeddiinngg tthhee aammoouunntt ooff tthhee SSeeccuurriittyy.. The period of Contract Deposit all be from the Effective Date to no less than 60 days from the termination date. When the Contract Period is extended, the Contractor shall submit a new Security based upon the extended Contract Period. TThhee CCoonnttrraacctt DDeeppoossiitt sshhaallll bbee eennffoorrcceeaabbllee wwiitthhoouutt tthhee nneeeedd ttoo hhaavvee rreeccoouurrssee ttoo aannyy jjuuddiicciiaall oorr aarrbbiittrraall pprroocceeeeddiinnggss.. The Contract Deposit furnished by the Contractor shall be discharged, released or returned to the Contractor without delay upon its request after this Agreement has been completely performed. NNoo rriigghhtt ooff aaccttiioonn sshhaallll aaccccrruuee oonn tthhee CCoonnttrraacctt DDeeppoossiitt ttoo oorr ffoorr tthhee uussee ooff aannyy ppeerrssoonn oorr ccoorrppoorraattiioonn ootthheerr tthhaann tthhee EEmmppllooyyeerr nnaammeedd hheerreeiinn oorr tthhee aaddmmiinniissttrraattoorrss oorr ssuucccceessssoorrss ooff tthhee EEmmppllooyyeerr.. SSiiggnneedd oonn mmmm dddd,, 2200yyyy CCoonnttrraaccttoorr:: bbyy [[ SSiiggnnaattuurree ]] NNaammee:: TTiittllee:: GGuuaarraannttoorr::
  • 42. bbyy [[ SSiiggnnaattuurree ]] NNaammee:: TTiittllee::
  • 43. <Exhibit 2> MMaaiinntteennaannccee SSeeccuurriittyy KKNNOOWW AALLLL MMEENN BBYY TTHHEESSEE PPRREESSEENNTTSS,, tthhaatt wwee,, [[ CCoonnttrraaccttoorr ]] ,, aa ccoommppaannyy iinnccoorrppoorraatteedd iinn aanndd uunnddeerr tthhee llaawwss ooff [[ CCoouunnttrryy ooff EEssttaabblliisshhmmeenntt ]] aass PPrriinncciippaall ((hheerreeiinnaafftteerr rreeffeerrrreedd ttoo aass tthhee ""CCoonnttrraaccttoorr"")) aanndd [[ GGuuaarraannttoorr ]] ,, aa ccoorrppoorraattiioonn oorrggaanniizzeedd uunnddeerr tthhee llaawwss ooff [[ CCoouunnttrryy ooff EEssttaabblliisshhmmeenntt ]] aanndd dduullyy oorrggaanniizzeedd ttoo ttrraannssaacctt bbuussiinneessss iinn [[ CCoouunnttrryy ooff DDooiinngg BBuussiinneessss ]] aass tthhee GGuuaarraannttoorr ((hheerreeiinnaafftteerr rreeffeerrrreedd ttoo aass tthhee ""GGuuaarraannttoorr"")) aarree hheelldd aanndd ffiirrmmllyy bboouunndd uunnttoo tthhee KKoorreeaa IInntteerrnnaattiioonnaall CCooooppeerraattiioonn AAggeennccyy wwiitthh iittss hheeaaddqquuaarrtteerrss iinn SSeeoouull,, KKoorreeaa,, aass OObblliiggeeee ((hheerreeiinnaafftteerr rreeffeerrrreedd ttoo aass tthhee ""EEmmppllooyyeerr"" oorr ""KKOOIICCAA"")) in the amount of three (3) percent of the Contract Price, i.e., US [ Words ] Dollars (US$ [ Figure ] ), as Maintenance Security to ensure the maintenance and repair of the Goods, ffoorr tthhee ppaayymmeenntt wwhheerreeooff wwhhiicchh ssuumm,, wweellll aanndd ttrruullyy ttoo bbee mmaaddee,, tthhee CCoonnttrraaccttoorr aanndd tthhee GGuuaarraannttoorr bbiinndd tthheemmsseellvveess,, tthheeiirr ssuucccceessssoorrss aanndd aassssiiggnnss,, jjooiinnttllyy aanndd sseevveerraallllyy,, ffiirrmmllyy bbyy tthheessee pprreesseennttss.. WWhheerreeaass tthhee CCoonnttrraaccttoorr hhaass eenntteerreedd iinnttoo aa wwrriitttteenn ccoonnttrraacctt wwiitthh tthhee EEmmppllooyyeerr ddaatteedd mmmm dddd,, 2200yyyy ffoorr tthhee PPrroojjeecctt WWoorrkkss CCoonnttrraacctt bbeeiinngg bbyy rreeffeerreennccee mmaaddee ppaarrtt hheerreeooff aanndd hheerreeiinnaafftteerr rreeffeerrrreedd ttoo aass tthhee ""AAggrreeeemmeenntt.."" NNooww,, tthheerreeffoorree,, ffoorr vvaalluuaabbllee ccoonnssiiddeerraattiioonn,, tthhee rreecceeiipptt wwhheerreeooff iiss hheerreebbyy aacckknnoowwlleeddggeedd bbyy tthhee GGuuaarraannttoorr,, tthhee GGuuaarraannttoorr hheerreebbyy iirrrreevvooccaabbllyy uunnddeerrttaakkeess ttoo,, wwhheenneevveerr tthhee CCoonnttrraaccttoorr sshhaallll bbee ddeeccllaarreedd bbyy tthhee EEmmppllooyyeerr ttoo bbee iinn ddeeffaauulltt uunnddeerr tthhee AAggrreeeemmeenntt,, wwiitthhoouutt aannyy oobbjjeeccttiioonn,, ooppppoossiittiioonn oorr rreeccoouurrssee,, pprroommppttllyy ppaayy tthhee EEmmppllooyyeerr tthhee aammoouunntt rreeqquuiirreedd bbyy tthhee EEmmppllooyyeerr ttoo rreemmeeddyy tthhee ddeeffaauulltt aanndd ccoommpplleettee tthhee AAggrreeeemmeenntt iinn aaccccoorrddaannccee wwiitthh iittss tteerrmmss aanndd ccoonnddiittiioonnss,, aannyy aammoouunntt uupp ttoo aa ttoottaall nnoott eexxcceeeeddiinngg tthhee aammoouunntt ooff tthhee SSeeccuurriittyy.. The period of Maintenance Security, from the delivery date to no less than 60 days from the closure of maintenance liability. When the Contract Period is extended, the Contractor shall submit new Maintenance Security based upon the extended Contract Period.
  • 44. TThhee MMaaiinntteennaannccee SSeeccuurriittyy sshhaallll bbee eennffoorrcceeaabbllee wwiitthhoouutt tthhee nneeeedd ttoo hhaavvee rreeccoouurrssee ttoo aannyy jjuuddiicciiaall oorr aarrbbiittrraall pprroocceeeeddiinnggss.. The Maintenance Security furnished by the Contractor shall be discharged, released or returned to the Contractor without delay upon its request after this Agreement has been completely performed. NNoo rriigghhtt ooff aaccttiioonn sshhaallll aaccccrruuee oonn tthhee MMaaiinntteennaannccee SSeeccuurriittyy ttoo oorr ffoorr tthhee uussee ooff aannyy ppeerrssoonn oorr ccoorrppoorraattiioonn ootthheerr tthhaann tthhee EEmmppllooyyeerr nnaammeedd hheerreeiinn oorr tthhee aaddmmiinniissttrraattoorrss oorr ssuucccceessssoorrss ooff tthhee EEmmppllooyyeerr.. SSiiggnneedd oonn mmmm dddd,, 2200yyyy CCoonnttrraaccttoorr:: bbyy [[ SSiiggnnaattuurree ]] NNaammee:: TTiittllee:: GGuuaarraannttoorr:: bbyy [[ SSiiggnnaattuurree ]] NNaammee:: TTiittllee::
  • 45. <Exhibit 3> AAddvvaannccee PPaayymmeenntt GGuuaarraanntteeee DDaattee mmmm dddd,, 2200yyyy TTOO TThhee KKoorreeaa IInntteerrnnaattiioonnaall CCooooppeerraattiioonn AAggeennccyy ((tthhee ""EEmmppllooyyeerr"")) [[ AAddddrreessss ]] RREE [[ TTiittllee ooff CCoonnttrraacctt ffoorr AAddvvaannccee PPaayymmeenntt ]] GGeennttlleemmeenn:: IInn aaccccoorrddaannccee wwiitthh SSeeccttiioonn 77..33 ooff GGCCCC ooff tthhee aabboovvee--mmeennttiioonneedd CCoonnttrraacctt ((hheerreeiinnaafftteerr rreeffeerrrreedd ttoo aass tthhee ““CCoonnttrraacctt””)),, [[ NNaammee aanndd AAddddrreessss ooff tthhee CCoonnttrraaccttoorr ]] ((hheerreeiinnaafftteerr rreeffeerrrreedd ttoo aass tthhee ““CCoonnttrraaccttoorr””)) sshhaallll ddeeppoossiitt wwiitthh tthhee EEmmppllooyyeerr aa bbaannkk gguuaarraanntteeee ttoo gguuaarraanntteeee tthheeiirr pprrooppeerr aanndd ffaaiitthhffuull ppeerrffoorrmmaannccee uunnddeerr tthhee ssaaiidd pprroovviissiioonnss ooff tthhee CCoonnttrraacctt iinn aann aammoouunntt ooff [[ WWoorrdd ]]((UUSS$$ FFiigguurree )) bbyy tthhee bbaannkk oorr ffiinnaanncciiaall iinnssttiittuuttiioonn aass ssppeecciiffiieedd bbyy tthhee EEmmppllooyyeerr.. WWee,, tthhee [[ NNaammee ooff GGuuaarraannttoorr ]],, aass iinnssttrruucctteedd bbyy tthhee CCoonnttrraaccttoorr,, aaggrreeee uunnccoonnddiittiioonnaallllyy aanndd iirrrreevvooccaabbllyy ttoo gguuaarraanntteeee aass pprriimmaarryy oobblliiggoorr aanndd nnoott aass SSuurreettyy mmeerreellyy,, tthhee ppaayymmeenntt ttoo tthhee EEmmppllooyyeerr oonn iittss ffiirrsstt ddeemmaanndd wwiitthhoouutt wwhhaattssooeevveerr rriigghhtt ooff oobbjjeeccttiioonn oonn oouurr ppaarrtt aanndd,, wwiitthhoouutt iittss ffiirrsstt ccllaaiimm ttoo tthhee CCoonnttrraaccttoorr,, iinn tthhee aammoouunntt nnoott eexxcceeeeddiinngg [[ WWoorrdd ]]((UUSS$$ FFiigguurree )).. WWee ffuurrtthheerr aaggrreeee tthhaatt nnoo cchhaannggee oorr aaddddiittiioonn ttoo oorr ootthheerr mmooddiiffiiccaattiioonn ooff tthhee tteerrmmss ooff tthhee CCoonnttrraacctt wwhhiicchh mmaayy bbee mmaaddee bbeettwweeeenn tthhee EEmmppllooyyeerr aanndd tthhee CCoonnttrraaccttoorr,, sshhaallll iinn aannyy wwaayy rreelleeaassee uuss ffrroomm aannyy lliiaabbiilliittyy uunnddeerr tthhiiss gguuaarraanntteeee,, aanndd wwee hheerreebbyy wwaaiivvee nnoottiiccee ooff aannyy ssuucchh cchhaannggee,, aaddddiittiioonn oorr mmooddiiffiiccaattiioonn.. TThhiiss gguuaarraanntteeee sshhaallll rreemmaaiinn vvaalliidd aanndd iinn ffuullll eeffffeecctt ffrroomm tthhee ddaattee ooff tthhee aaddvvaannccee ppaayymmeenntt uunnddeerr tthhee CCoonnttrraacctt uunnttiill [[ NNaammee ooff GGuuaarraannttoorr ]] rreecceeiivveess ffuullll rreeppaayymmeenntt ooff tthhee ssaammee aammoouunntt ffrroomm tthhee CCoonnttrraaccttoorr oorr iiss iinn nnoo nneeeedd ttoo ddoo ssoo.. YYoouurrss ttrruullyy,, ________________________________________________________