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Construction Subcontract General Conditions
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- Construction Subcontract General Conditions
- GC-2 Authorized Representatives
- GC-5 Order Of Precedence
- GC-6 Standards And Codes
- GC-7 Laws And Regulations
- GC-10 Labour, Personnel And Work Rules
- GC-11 Commercial Activities
- GC-12 Publicity And Advertising
- GC-13 Safety and Health
- GC-14 Environmental Requirements
Construction Subcontract General ConditionsTable Of Contents GC Title 1 Independent Subcontractor 2 Authorized Representatives 3 Notices 4 Subcontract Implementation And Interpretation 5 Order Of Precedence 6 Standards And Codes 7 Laws And Regulations 8 Permits 9 Taxes
10 Labor, Personnel And Work Rules 11 Commercial Activities 12 Publicity And Advertising 13 Safety And Health 14 Environmental Requirements 15 Site Conditions And Natural Resources 16 Differing Site Conditions 17 Title To Materials Found 18 Survey Control Points And Layouts 19 Subcontractor's Work Area 20 Cleaning Up 21 Cooperation With Others 22 Responsibility For Work, Security And Property 23 Subcontractor's Plant, Equipment And Facilities 24 Illumination 25 Use Of Completed Portions Of Work 26 Use Of Contractor's Construction Equipment Or Facilities 27 First Aid Facilities 28 Inspection, Quality Surveillance, Rejection Of Materials And Workmanship 29 Testing 30 Expediting 31 Force Majeure 32 Changes 33 Disputes 34 Records And Audit 35 Warranty 36 Backcharges 37 Indemnity 38 Patent And Intellectual Property Indemnity 39 Assignments And Subcontracts 40 Suspension 41 Termination For Default 42 Optional Termination 43 Final Inspection And Acceptance 44 Non-Waiver 45 Severability 46 Survival
AppendicesA-1 – Contractors Project HSE Plan (including Owner’s Commitment to Health, Safety and the Environment & Owner’s Health, Safety and Environmental Policies A-2 Selection Criteria for Lowertier Subcontractors Exhibit "A" Construction Subcontract General ConditionsGC-1 Independent SubcontractorSubcontractor represents that it is fully experienced, properly qualified, registered, licensed, equipped, organized, and financed to perform the Work under this Subcontract. Subcontractor shall act as an independent and not as an agent of Contractor or Owner in performing this Subcontract, maintaining complete control over its employees, all of its suppliers and further subcontractors on any tier. Nothing contained in this Subcontract or on any lower-tier purchase order or subcontract awarded by independent Subcontractor shall create any contractual relationship between any supplier or subcontractor on any tier and either Contractor or Owner. Subcontractor shall perform the Work hereunder in accordance with its own methods subject to compliance with the Subcontract provisions. GC-2 Authorized RepresentativesBefore starting work, Subcontractor shall designate in writing an authorized representative acceptable to Contractor to represent and act for Subcontractor specifying any / all limitations of such representative's authority. Such representative shall be present / dedicated or be represented at the Jobsite at all times when work is in progress duly empoared to receive communications in accordance with this Subcontract provisions on behalf of independent Subcontractor. During periods when the Work is suspended, arrangements shall be made for an authorized representative acceptable to Contractor for any emergency work that may be required. All communications given to the authorized representative by Contractor in accordance with this Subcontract shall be binding upon Subcontractor. Contractor shall designate in writing one or more representatives to represent and act for Contractor and to receive communications from Subcontractor. Notification of changes of authorized representatives for either Contractor or Subcontractor shall be provided in advance in writing to the other party. Subcontractor shall not change its Representative without the prior written approval of Contractor GC-3 NoticesAny notices required hereunder shall be in writing and may be served either personally on the authorized representative of the receiving party at the Jobsite by facsimile, by courier or express delivery or by certified mail to the facsimile number or address of that party as shown on the face of the Subcontract Form of Agreement or at such facsimile number or address as may have been directed by written notice. GC-4 Subcontract Implementation and Interpretation Subcontractor shall follow and utilize Contractor’s “Implementation Documents” such as but not limited to Project procedures, plans, regulations, rules, report formats and forms established to meet the requirements of and transmit information necessary under this Subcontract including any revisions thereto. This shall include Contractor approved Subcontractor submitted plans, means and methods for the Work. Implementation Documents are neither intended to nor shall supersede the provisions / requirements of the Subcontract Documents. All questions concerning interpretation/construction or clarification of this Subcontract or applicable standards and codes including the discovery of conflicts, discrepancies, errors or omissions or the acceptable performance thereof by Subcontractor, shall be immediately submitted in writing to Contractor for resolution. Subject to the provisions of the General Condition titled "Changes" all determinations, instructions and clarifications of Contractor shall be final and conclusive unless determined to have been fraudulent or capricious or arbitrary or so grossly erroneous as necessarily to imply bad faith or not supported by substantial evidence. At all times, Subcontractor shall proceed with the Work in accordance with the determinations, instructions and clarifications of Contractor. Subcontractor shall be solely responsible for requesting instructions or interpretations and solely liable for any costs and expenses arising from its failure to do so. All dates and time periods referred to in this Agreement relate to the Gregorian calendar. Unless expressly stated otherwise, “days” shall mean consecutive calendar days. GC-5 Order Of PrecedenceAll Subcontract Documents and subsequently issued Change Notices/Orders and Amendments are essential parts of this Subcontract with a requirement occurring in one is binding as though occurring in all. In resolving conflicts, discrepancies, errors or omissions, the following order of precedence shall be applicable to be used: Subcontract Form of Agreement Exhibit "C" – Quantities, Pricing and Data Exhibit "B" - Special Conditions Exhibit "A" - General Conditions Exhibit "D" - Scope of Work Exhibit "D" - Technical Specifications and Exhibit "E" - Drawings
GC-6 Standards And CodesWherever references are made in this Subcontract to standards or codes in accordance with which the Work under this Subcontract is to be performed, the edition or revision of the standards or codes current on the effective date of this Subcontract shall apply unless otherwise expressly stated. In case of conflict discovery between any referred standards / codes and any Subcontract Documents, Contractor shall determine the governing document. Based on this resolution the subcontractor shall continue the job without any delay subject to the provision that the matter of not accepting the Contractor’s resolution may be communicated in writing for future claims if so any. GC-7 Laws And RegulationsAll applicable laws, ordinances, statutes, rules, regulations, orders or decrees in effect at the time the Work under this Subcontract is performed shall apply to Subcontractor, its employees as well as representatives. Subcontractor shall obtain all licenses necessary to carry on business in the country or countries and any political subdivisions thereof wherein any part of the Work is performed, shall give all required notices, shall furnish any necessary bonds, securities or deposits required by the relevant authorities to permit performance of the Work in any or all jurisdictional areas. Subcontractor shall obtain all necessary licenses, temporary permits, authorizations and give all notices required from it under the laws of the nation (state, national, municipal, local or other laws). Subcontractor shall not, under any circumstances, enter into negotiations with any governmental authority or agency to develop acceptance of variations or revisions to the nation law. Subcontractor shall hold harmless, defend and indemnify Contractor and Owner from and against any liability or penalty which may be imposed upon by the nation governmental authorities on Contractor and Owner by reason of any alleged violation of the laws of the nation arising out of Subcontractor’s acts or omissions or of those of its personnel while performing Work in the national jurisdiction. Subcontractor shall be fully aware of the latest local statutory requirements and ordinances which shall be included within the Subcontract price for all technical, commercial and financial effects of conforming with the requirements of all local regulatory bodies having any effect whatsoever on the performance of this Subcontract which effects shall be Subcontractor’s entire and sole liability as well as responsibility. Subcontractor acknowledges that it is fully aware of the latest statutory requirements of relevant bodies for which price has been included within the Subcontract for all technical, commercial and financial effects of conforming with the requirements of all local regulatory bodies having an impact whatsoever on the performance of this Subcontract which effects are Subcontractor’s entire and sole liability as well as responsibility. Subcontractor shall ensure that it is and its subcontractors are officially registered in the nation to the extent required by applicable laws and that they and their employees shall comply with sponsorship, immigration, residence and employment laws while in the nation. If Subcontractor discovers any discrepancy or inconsistency between this Subcontract and any law, ordinance, statute, rule, regulation, order or decree, Subcontractor shall immediately notify Contractor in writing. If during the term of this Subcontract, there occurs statute changes or imposition of new laws, ordinances, statutes, rules, regulations, orders or decrees (but excluding changes to tax laws where such taxes are based upon Subcontractor's inventory, income, profits/losses or cost of finance, and any taxes that may be levied on Subcontractor’s staff, agents and employees) in nation not known or foreseeable at the time of signing this Subcontract, which become effective impacting adversely the cost or time of performance of this Subcontract, Subcontractor shall immediately notify Contractor with detailed documentation of such effect in terms of both time and cost of performing the Subcontract. If the Work is affected by such changes and Contractor concurs with their effect, an equitable adjustment shall be made pursuant to the General Condition titled "Changes." This provision of the subcontract is very delicate in essence to be dealt with properly so as to prevent the parties from harming each other. GC-8 PermitsExcept as otherwise specified, Subcontractor shall procure and pay for all permits, licenses, certifications and other applicable governing authority fee requirements and inspections other than inspections performed by Contractor or Owner and shall furnish any documentation, bonds, security or deposits required to permit performance of the Work as a whole or in parts. GC-9 TaxesSubcontractor shall be liable for and shall indemnify Contractor against all taxes, imposts, duties, withholding taxes, charges or other dues or assessments of whatsoever nature levied on or chargeable to Subcontractor or its other subcontractors in the nation or elsewhere and payable on or in respect of anything done under the Subcontract or in connection therewith. All taxes, imposts, duties, withholding taxes, charges or other dues or assessments of whatsoever nature levied on or chargeable by the government of the nation on Subcontractor or its subcontractors which are introduced after the effective date in respect of anything done under the Subcontract or in connection therewith and of which Subcontractor could not have been aware, shall be paid by Subcontractor and its subcontractors without delay and reimbursed by Contractor at actual cost. Under no circumstances whatsoever, shall Contractor be liable to reimburse Subcontractor or its subcontractors, their servants, agents, staff or employees assigned to perform Work or provide any services hereunder in respect of any tax to which such servants, agents, staff or employees are or may after the effective date be subject or which Subcontractor or its subcontractors may by law or contract be required to pay or reimburse and which is levied by the government of the nation or any other government or jurisdiction on any payments made to or income, receipts or revenues of such servants, agents, staff or employees. All payments relating to registration charges or sponsorship to enable Subcontractor and / or its subcontractors to work in the nation shall be to the sole account of Subcontractor. Provided that the imports into the nation are effected through ports in the nation and provided further that the procedural requirements of the concerned authorities are complied with, Subcontractor shall not be liable for the payment of any customs duty levied by the government of the nation on goods imported for the performance of the Work under this Subcontract as Owner is exempt from such duty.
All port dues, landing pilotage, lighterage and all other dues and charges whatsoever relating to the importation of goods shall be to the sole account of Subcontractor. Subcontractor shall pay all taxes, levies, duties and assessments of every nature due in connection with the Work under this Subcontract and shall make any and all payroll deductions and withholdings required by law and hereby indemnifies and holds harmless Contractor and Owner from any liability on account of any and all such taxes, levies, duties, assessments and deductions. The aforesaid provision has been introduced to meet the requirement of the governments which consider exemption of any customs duties on certain goods to be used for the permanent inclusions on certain significant project. GC-10 Labour, Personnel And Work RulesSubcontractor shall employ only competent and skilled personnel to perform the Work and remove from the Jobsite any Subcontractor personnel determined to be unfit or to be acting in violation of any provision of this Subcontract. Subcontractor is responsible for maintaining labor relations in such manner that there is harmony among workers by complying with as well as enforcing Project and Jobsite procedures, regulations, work rules and work hours established by Contractor and Owner. Contractor may at its sole discretion deny access to the Jobsite to any individual by written notice to Subcontractor. In the event an employee is excluded from the Jobsite, Subcontractor shall promptly replace such individual with another fully competent and skilled to perform the Work. Subcontractor shall, to the extent permissible under applicable law, comply with the provisions of all labour agreement(s) which apply to the Work performed under this Subcontract. If required by the terms of any such labour agreement(s), Subcontractor shall, immediately after Subcontract award, agree to comply with and be bound by the terms of such labor agreement(s). GC-11 Commercial ActivitiesNeither Subcontractor nor its employees shall establish any commercial activity or issue concessions or permits of any kind to third parties for establishing commercial activities on the Jobsite or any other lands owned or controlled by Contractor or Owner. GC-12 Publicity And AdvertisingSubcontractor shall not make any announcement, take any photographs or release any information concerning this Subcontract or the Project or any part thereof to any member of the public, press, business entity or any official body unless prior written consent is obtained from Contractor. The taking of photographs or video of Owner’s existing facilities is not permitted without the prior written consent of Owner and Contractor. All photographs or videos taken by Subcontractor shall be treated as confidential information subject to the provisions of the General Condition titled ‘Nondisclosure’ shall apply GC-13 Safety and HealthSubcontractor shall be solely responsible for conducting operations under this Subcontract to avoid risk of harm to the health and safety of persons and property, for inspecting and monitoring all its equipment, materials and work practices to ensure compliance with its obligations under this Subcontract. Subcontractor shall be solely responsible for developing and implementing a Health, Safety and Environment Plan (HSE) pursuant to the terms of this Subcontract. Subcontractor’s HSE Plan shall as a minimum conform and comply with: All applicable laws, ordinances, statutes, rules, regulations and codes governing safety and health in the workplace; Subcontractor’s specific Scope of Work under this Subcontract; and Contractor’s safety and health standards as set forth in the Special Condition titled “Safety, Health And Security Requirements as well as Contractor’s and Owner’s HSE Plans, including revisions thereto. Owner’s Commitment to Health, Safety and the Environment and Owner’s Health, Safety and Environmental Policies included within Contractor’s HSE Plan as Appendix 1 hereto. Contractor highlights the following as key requirements for any site work, requiring Contractor approval, in order to allow the above work to proceed. These must be submitted for Contractor approval 10 working days before the start of work on site. A full and comprehensive risk assessment of the activities and instigating mitigating measures to reduce the risk of any major accident to ALARP A Project specific HSE Plan including interface document between Project and the existing Operations in line with Operator Code of Practice, Management of Contractor HSE and details of the necessary resource to implement it. A Project specific Emergency Plan
SubContractor may propose the use of his own procedures to replace some or all of those listed in Contractors HSE Plan subject to participating in an Interfacing Process with Contractor to agree any substituted procedures. The results of any Interface Meeting shall be documented by SubContractor and submitted in an HSE Interface Plan 10 working days before the start of work on site. Subcontractor shall provide written details of how it shall comply with all relevant recommendations specified in the Phase HSEIA and its component documents, i.e. QRA, COMAH, CEMP, EIS. Subcontractor shall abide by all Contractor’s and Owner’s HSE requirements/ regulations and all relevant legislation / statutory requirements including all laws, rules and regulations (as amended from time to time) of the governments of the nation or any other agency or authority whether relating to the existing facilities, the Site, the systems, the plant, the installations or the Project and shall make available all such requirements and regulations applicable to Subcontractor’s employees and its other subcontractors / instruct them to observe and abide by the said regulations. Subcontractor shall when preparing all subcontracts and purchase orders, attach an instruction that all applicable HSE requirements of this Subcontract shall be complied with and clearly state that the terms of all such requirements are available on request and shall notify Contractor of any violations of such requirements and recommend corrective actions thereof. Subcontractor shall take all other precautions necessary to protect persons and property from damage or injury arising out of the Work and shall obligate its subcontractors or other persons under its direction and control to comply with statutory, Owner and Contractor’s own regulations as applicable to the security of the Site and accommodation areas. Subcontractor shall take all necessary precautions to avoid causing damage to services, including service lines such as cables, pipelines, etc. buried or otherwise and shall be liable to the owners of such utility services for any damage thereto arising out of or in relation with the performance of Work by Subcontractor, its employees, agents or subcontractors without prejudice to the provisions of the General Condition “Indemnity.” Within thirty (30) calendar days after Subcontract award and in any event prior to commencing work at the Jobsite, Subcontractor shall submit its HSE Plan to Contractor for review and approval. To the extent allowed by law, Subcontractor shall assume all responsibility and liability with respect to all matters regarding the safety and health of its employees and the employees of Subcontractor’s suppliers and subcontractors of any tier with respect to the risks under this Subcontract. Subcontractor’s failure to correct any unsafe condition or unsafe act by its employees, suppliers or subcontractors regardless of tier may, at the sole discretion of Contractor be grounds for an order by Contractor to stop the affected work or operations until the unsafe act or condition is corrected to Contractor’s satisfaction at Subcontractor’s expense. If the unsafe act or condition continues, including items such as poor housekeeping, despite notice and reasonable opportunity to effect a resolution, Contractor may, at its sole discretion, correct the unsafe act or condition at Subcontractor’s expense pursuant to the General Condition titled “Backcharges” or terminate this Subcontract pursuant to the General Condition titled “Termination For Default.” Subcontractor shall assign to the Jobsite, on a full time basis, one (or more as necessary for compliance with the terms of this clause) HSE representative(s) acceptable to Contractor. Such HSE representative(s) shall be physically located at the Jobsite, be responsible for carrying out Subcontractor’s HSE plan, have authority for correcting unsafe acts or conditions by Subcontractor, its employees and employees of Subcontractor’s suppliers or subcontractors of any tier and shall participate in periodic HSE meetings with Contractor. Subcontractor, instruct its personnel on the requirements of Subcontractor’s HSE Plan, coordinate with other Jobsite contractors and subcontractors on HSE matters required for the Work. Unless otherwise specified by Contractor, Subcontractor shall furnish all safety equipment required for the Work, require the use of such safety equipment and provide safety instructions to its employees. All safety equipment must be manufactured to a standard acceptable to Contractor as set forth in the Special Condition titled “Safety, Health And Security Requirements.” Subcontractor shall maintain accident and injury records as required by applicable laws and regulations. Such records shall be made available to Contractor upon request. Subcontractor shall furnish Contractor with a weekly and monthly summary of accidents, injuries and labor hours / man hours lost to work related injuries of its employees and employees of Subcontractor’s suppliers and subcontractors of any tier, in an approved format designated by Contractor. Subcontractor shall develop and submit for Contractor approval a set of HSE Key Performance Indicators and report monthly on the performance of these. Sub-Contractor’s reporting procedures shall be described in detail in the HSE Plan. Subcontractor shall develop and fund an HSE Incentive scheme covering his entire scope of work and describe such scheme in his HSE Plan. The scheme shall recognise the need for working with other Sub-Contractors to integrate to some extent with an overall scheme for the site. Subcontractor shall immediately report to Contractor any death, injury or damage to property incurred or caused by Subcontractor’s employees and employees of Subcontractor’s suppliers and subcontractors of any tier. Subcontractor shall acknowledge that it has received and reviewed a copy of Owner’s and Contractor’s Health, Safety and Environmental (HSE) requirements and regulations. GC-14 Environmental RequirementsThroughout performance of the Work, Subcontractor shall conduct all operations in such a way as to minimize impact upon the natural environment and prevent any spread or release of contaminated or hazardous substances. Subcontractor shall: Comply with all applicable laws, regulations, ordinances, statutes, rules, and codes governing environmental requirements and conduct the Work based on the requirements of this Subcontract, including compliance with permit requirements and Project plans and approvals. Provide all documentation required by all levels of governing authority or Contractor concerning environmental requirements. Provide and maintain effective planning and field control measures for the following activities: Wastewater discharges to land, surface water or groundwater, Extraction/supply of water, Storm water management, Spill prevention and response, Erosion and sedimentation control, Air emissions and dust control, Noise control, Waste and hazardous waste management and Work area restoration, including revegetation. Archeological and Palaeontological discoveries This shall include obtaining certifications; conducting requisite analyses and monitoring of such activities as required by the Subcontract Documents, permit conditions or other applicable law utilizing appropriate equipment and proceeding in accordance with permit requirements. Be responsible for developing and maintaining a written Environmental Compliance Plan in accordance with Subcontractor’s established practices, including but not limited to compliance with all applicable laws/regulations and the requirements of the Owner’s and Contractor’s Project HSE Plan as well as Project Construction Environmental Control Plan (CECP). Subcontractor shall have sole responsibility for implementing and enforcing its Environmental Compliance Plan. SubContractor Environmental Compliance Plan shall be submitted for Contractor Approval 10 days before the start of work on site. Contractor’s review of Subcontractor’s plan shall not relieve Subcontractor of its obligations under this Subcontract or as imposed by law. Subcontractor shall be solely responsible for the adequacy of its Environmental Compliance Plan, Comply with all access restrictions including prohibitions on access to certain areas on or adjacent to the Jobsite, require its personnel and those of its suppliers and subcontractors of any tier comply with all signage and flagging related to such restricted areas. Restricted areas may include but are not limited to: designated wetlands; environmental mitigation study areas; cultural / historical / archaeological sites; designated fish, wildlife or vegetative habitat. Require that its personnel do not hunt, fish, feed, capture, extract or otherwise disturb aquatic, animal or vegetative species within the Project boundary or while performing any tasks in performance of the Work. Subcontractor shall not proceed with any renovation or demolition work until asbestos surveys and notifications have been completed to the appropriate regulatory agencies, in accordance with the division of responsibility outlined in the Project’s CECP and Contractor specifically authorizes that work to proceed. Should asbestos containing materials be uncovered during Subcontractor’s Work, the provisions of subclause 9 below shall apply. Immediately stop work in any area where contaminated soil indicators (such as odour or appearance), unknown containers, piping, underground storage tanks, or similar structures are discovered; or any other materials which are reasonably suspected to be toxic or hazardous. Subcontractor shall then immediately notify Contractor and the stop work area shall be determined by Contractor duly confirmed in writing. Activity in the stop work area shall only resume upon Contractor’s written approval. Immediately stop work in any area where cultural resources or artifacts with archaeological or historical value are discovered and immediately notify Contractor. The stopped work shall proceed in the manner set forth in subclause 9 above. No artifacts, items or materials shall be disturbed or taken from the area of discovery. Neither Subcontractor nor any of its suppliers and subcontractors of any tier shall have property rights to such artifacts, items or materials which shall be secured and guarded until turned over to Contractor or the appropriate authorities. Subcontractor shall also require that its personnel and those of its suppliers, subcontractors of any tier comply with this provision, respect all historic and archaeological sites in the area. Manage, store and dispose of all hazardous waste generated by Subcontractor during its Work in accordance with national, regional, local requirements and as outlined in the Project CECP. This includes, but is not limited to: waste minimization; hazardous waste generator registration; hazardous materials inventory with Material Safety Data Sheets (MSDS) for each hazardous material on site; employee training; hazardous waste spill management and reporting; proper storage of hazardous waste; equipment decontamination; onsite and offsite transport of hazardous waste; selection, use of offsite interim and final disposal facilities. Subcontractor’s obligations under the General Condition titled “Indemnity” apply to any liability arising in connection with or incidental to Subcontractor’s performance or failure to perform as provided in this clause. In the event any pre-existing contamination is found at the Work site, immediate notification shall be made by Sub-Contractor to Contractor. Contractor shall liaise with company who shall evaluate and assess remedies required after sampling and testing such contaminated material in and around the locality of such material discovery. Company shall provide Contractor with all results of any test and sampling program which is to be passed to Sub-Contractor to provide support to company in assisting company or third parties to have contaminated waste removed form the site and disposed of in accordance with all applicable rules, regulations and legislation. The Work in the affected area may only resume after specific written authorization is received from company Directory: forum -> files forum -> Cross country forum -> ComboFix 14-01-23. 01 Vanessa Benko 23/01/2014 14: 13: 05 4 x86 forum -> C:\documents and settings\איה\Application Data\drivers\downld\576046. exe forum -> Kognitio Limited 2015 Kognitio jdbc/odbc bridge Installation and Configuration Guide files -> Required: rct3, Soaked & Wild! Download 2.87 Mb. 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