Structure and Components of a Comprehensive Suite Of Components forming the Level of Contract Documentation Needed for Complex Industrial or Mining Mega Project

1. Andrew Ng

2. Contract
Contract Agreement
General Conditions
Conditions
of Supplemental Conditions
Contract
Particular Conditions Annexes
Schedules
Employer’s Requirements
Pricing Document
Proposed Contract Framework for Wednesday, 3 August
Complex EPC Projects 2011 2

3. FIDIC fill-in form:
Contract • Names/addresses
• Site location
Contract Agreement • Effective date
• Signatures
General Conditions
Conditions
of Supplemental Conditions
Contract
Particular Conditions Annexes
Schedules
Employer’s Requirements
Pricing Document
Proposed Contract Framework for Wednesday, 3 August
Complex EPC Projects 2011 3

4. Contract 1
FIDIC Boilerplate T&C’s:
General Provisions
2 The Employer's
Contract Agreement 3 The Employer's Administration
4 The Contractor
5 Design
6 Staff & Labour
7 Plant, Materials & Workmanship
General Conditions 8 Commencement, Delays & Suspension
9 Tests On Completion
Conditions 10 Employer's Taking Over
of Supplemental Conditions 11 Defects Liability
12 Tests After Completion
Contract 13 Variations & Adjustments
14 Contract Price & Payment
Particular Conditions 15 Termination By Employer
16 Suspension & Termination by Contractor
17 Risk & Responsibility
18 Insurance
19 Force Majeure
Employer’s Requirements 20 Claims, Disputes & Arbitration
Pricing Document
Proposed Contract Framework for Wednesday, 3 August
Complex EPC Projects 2011 4

5. Employer/Contractor agreed
Contract modifications to the FIDIC
boilerplate T&C’s:
1.
Added useful definitions from EPCM for
Contract Agreement FEED Work/Pre-FID Work
2. Clarified allocation of risk and
responsibility, especially for site
conditions and access.
3. Enhanced boilerplate clauses on IP,
General Conditions confidentiality, security and safety
Conditions 4. Included weather and epidemic
as force majeure events
of Supplemental Conditions 5. FCPA, anti-bribery, export control
and similar additions
Contract 6. Conformed change provisions
(variations) to The Employer's
Particular Conditions Requirements
7. Added The Employer's re-use of design
clause
8. Reduced boilerplate notice and
Employer’s Requirements Added Thetimeframes throughout rights
9.
Response
Employer's backcharge
10. Reference to Conventions etc
Pricing Document
Proposed Contract Framework for Wednesday, 3 August
Complex EPC Projects 2011 5

6. Contract Project-specific data needed by
Contract Agreement the FIDIC boilerplate T&C’s:
• Schedule of Rates reference
• Contract Milestones reference
• Testing requirements (referenced to
The Employer's Requirements)
General Conditions • Defects Notification Period
Conditions • Sections of the Works reference
• Allowable mark-up %
of Supplemental Conditions • Governing law
Contract • Language of the Contract
• Permits to be obtained by Employer
Particular Conditions • Performance security requirements
• Liquidated damages
• Payment and retention particulars
• Import tax particulars
Employer’s RequirementsUtilities for construction
•
• Insurance particulars
Pricing Document
Proposed Contract Framework for Wednesday, 3 August
Complex EPC Projects 2011 6

7. Contract
Contract Agreement
General Conditions
FIDIC fill-in forms:
A. Form of Parent Company Guarantee
Supplemental Conditions
B. Form of Tender Security (Bid Bond)
C. Form of Performance Security (Demand Bond)
D. Form of Performance Security (Surety Bond)
E. Particular Conditions
Form of Advance Payment Guarantee Annexes
F. Form of Retention Money Guarantee
G. Form of Employer Payment Guarantee
Schedules
Employer’s Requirements
Pricing Document
Proposed Contract Framework for Wednesday, 3 August
Complex EPC Projects 2011 7

8. Contract
Contract Agreement
General Conditions
Supplemental Conditions
The Employer's-created schedules:
A. Schedule of Contract Milestones
B. Schedule of Sections of the Works
Particular Conditions Annexes
C. Schedule of Payments
D. Schedule of Named Subcontractors
E. Schedule of Tests on Completion Schedules
F. Schedule of Tests after Completion
G.
Employer’s Requirements
Schedule of Tax-Exempt Items
Pricing Document
Proposed Contract Framework for Wednesday, 3 August
Complex EPC Projects 2011 8

9. Contract
Contract Agreement
General Conditions Basis of Contract:
1. Basis of Design (Program);
Conditions 2. Min International Design and Performance
of Supplemental Conditions Standards Required;
3. Design Review and Other Project and
Contract Functional Management Procedures
(administrative); including RAMS if needed;
Particular Conditions 4. (Optional) Social and Environmental
Sustainability Performance Standards
http://www.ifc.org/ifcext/sustainability.nsf/AttachmentsByTitle/pol_PerformanceSt
andards2006_full/$FILE/IFC+Performance+Standards.pdf
5. Testing and Performance (/Throughput)
Requirements and Verification Protocols (for
Employer’s Requirements TOC and TAC described in Schedules E & F);
6. List of Warranty Periods Extra over DNP for
Specialist Equipment;
7. Inspection and Test Plan(IPT) when agreed
Pricing Document and signed off by both parties.
Proposed Contract Framework for Wednesday, 3 August
Complex EPC Projects 2011 9

10. Contract
Contract Agreement
Cost particulars:
General Conditions 1. Price Schedules or Breakdown of the Contract
Price (Preferably in Lumpsum and with Item
Conditions Quantities)
of Supplemental Conditions 2. Forecast of Payments /Cashflow
3. Schedule of Rates/Contract Currency
Contract Conversion Rate
4. Variations Pricing/Measurement Rules
Particular Conditions 5. Schedule of Daywork Rates – Plant, Labour and
Staff ; Schedule of Base Material Price Subject
to Escalation Adjustment
6. Total Staff, Labour and Plant Hours and Fuel
Volume Allowed for Lumpsum Prelims;
Employer’s Requirements of Consumables and Spares for
7. List
Commissioning and DNP;
8. KPI Based Calculation Formulae for Incentive &
Pricing Document Contract Price Adjustment;
9. List of Provisional Rates and Sums
10. I/E Agent Payment Process
Proposed Contract Framework for Wednesday, 3 August
Complex EPC Projects 2011 10