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"Section Two" Contract General Terms and Conditions Table of Content <table><tr><td>Chapter</td><td>Title</td></tr><tr><td>One</td><td>Definitions and General Provisions</td></tr><tr><td>Two</td><td>Site Handover and Soil Conditions</td></tr><tr><td>Three</td><td>Employer</td></tr><tr><td>Four</td><td>Contractor</td></tr><tr><td>Five</td><td>Engineer</td></tr><tr><td>Six</td><td>Works Execution Timeline</td></tr><tr><td>Seven</td><td>Employees and Workers</td></tr><tr><td>Eight</td><td>Materials and Customary Industrial Principles:</td></tr><tr><td>Nine</td><td>Testing</td></tr><tr><td>Ten</td><td>Additional Works and Changes</td></tr><tr><td>Eleven</td><td>Period of Works Completion, Delays and Suspension:</td></tr><tr><td>Twelve</td><td>Payment Terms and Works Measurement</td></tr><tr><td>Thirteen</td><td>Compensation and Contract Prices Adjustment</td></tr><tr><td>Fourteen</td><td>Works Takeover</td></tr><tr><td>Fifteen</td><td>Works Withdrawal and Execution at the Contractor’s Expense</td></tr><tr><td>Sixteen</td><td>Defects and Warranty</td></tr><tr><td>Seventeen</td><td>Risks and Liability</td></tr><tr><td>Eighteen</td><td>Insurance</td></tr><tr><td>Nineteen</td><td>Termination of Contract</td></tr></table> Twenty Settlement of Disputes Second General Conditions (Chapter One) Definitions and General Provisions Article (1): Definitions and Interpretations 1-1: The following words and expressions shall have the meanings ascribed thereto, unless the context requires otherwise: A- Employer (First Party): It shall mean the administrative entity that invites for submission of bids to execute the (works) or any other statutory representative or successor to it. B- Contractor (Second Party): It shall mean the natural or legal person who has been awarded the contract, including its representative, successor and replacement and it shall be approved by the employer. C- Contractor's Representative: It shall mean the person nominated by the contractor to represent it in following up the contractual works. D- Contract: It shall mean the main contract document, the general and private conditions, documents, appendices, plans, drawings, specifications, BOQs, requirements and obligations pursuant to which the works shall be executed. E- Main Contract Document: It shall mean the main contract agreement including the contract elements, basis and documents signed by both parties. F- Engineer: It shall mean the natural or legal person appointed by the employer to technically supervise the site and the offices to ensure the specific quality of works in accordance with the contract terms and conditions, plans and specifications. G- Engineer's Representative: It shall mean any resident engineer or works controller appointed by the engineer to follow up the technical supervision of the site. He shall perform his tasks according to the powers entrusted to him and notified to the contractor in writing by the engineer. H- Works: They shall mean all the works, temporary or permanent to be executed under the contract. I- Temporary Works: They shall mean non-permanent works of any type, and which can be removed, replaced or cancelled during or after execution, except for the contractor's equipment required in the site for the purpose of executing, completing and repairing the permanent works. J- Contract Term: It shall mean the period of time specified in the contract for works execution, completion and delivery. It may be expressed in days, weeks, months or years. It shall include any related extensions duly approved by the First Party. Vacations and public holidays shall be deemed a part of the contract term (unless otherwise specified in the contract). K- Construction Equipment: It shall mean the machinery, tools and all what shall be used to execute the temporary or permanent works. This shall not include the materials or items allocated as a part of the permanent works. L- Plans: They shall mean the plans mentioned in the contract and any modifications thereto instructed in writing by the contractor from time to time during execution. M- Site: It shall mean lands and places on, in, through or under which works are being executed and any other lands and places provided by the employer for the purpose of the contract execution, as well as any places identified in the contract as a part of the site. N- Submissions They shall mean any detailed information or practical proposals provided in writing for approval by the contractor to the engineer concerning the project execution. O- Approvals They shall mean any approvals given in writing by the engineer or employer to the contractor based on the detailed information or practical proposals provided by the latter concerning the project execution, including written confirmations successive to any previous verbal approvals. P- Project Manager: It shall mean the natural or legal person appointed by the employer, on its behalf, to procedurally and executively manage the project pursuant to the powers and responsibilities assigned by the employer. Q- Subcontractor: It shall mean any natural or legal person nominated in the contract as a subcontractor or any person appointed and approved as a subcontractor to execute one or more sections of the works, including legal successors. R- Maintenance Warranty: It shall mean the maintenance period specified in the contract (one Gregorian year) starting from the works initial takeover date until the final takeover. During this period, the contractor shall maintain and repair any defects that may arise in the executed works pursuant to the contract terms and conditions. S- Decennial Liability Insurance: It shall mean the (ten years) period specified in the contract starting from the works initial takeover date. During this period, the contractor shall guarantee the repair of whole or partial destruction of what has been constructed if such destruction is found to be caused by execution defects. T- Physical Difficulties: They shall mean the natural physical conditions and the exceptional artificial obstacles that may face the contractor in the site while executing the works and which cannot be predicted by all means. They may also make it difficult for the contractor to comply with its obligations. These include the subsurface and hydrological conditions, and not the climate conditions. 1-2: Plural and Singular Use: Words used in this contract in the singular shall be deemed to include the plural and vice versa, unless the context requires otherwise. 1-3: Headings and Footnotes: Headings and footnotes used in this contract shall not be deemed a part thereof and shall not be considered when interpreting it. Article (2): General Provisions: 2-1: Scope of contract: The contract includes the following: A- Executing all the contractual works detailed in the works requirements, specifications and BOQs, completing and guaranteeing them pursuant to the specifications, drawings, conditions and documents of the contract. B- Providing workers, construction materials and equipment and executing temporary works. C- Executing the other contract conditions and works required, even if not explicitly provided for in the contract. 2-2: Language of contract and correspondences: Arabic is the approved language for interpreting and executing this contract. Either Party may draft the contract or any part thereof in a foreign language along with the Arabic. However, in case of conflict between the Arabic and non-Arabic texts, the Arabic text shall prevail. contract-related correspondences shall also be in Arabic and the contractor may use another language, provided translating same into Arabic at its own expense. In cases of dispute, the Arabic version shall prevail. 2-3: Complying with laws and regulations: The contractor shall comply with the laws, regulations and decisions passed by the competent authorities concerned with temporary or permanent works. It shall also comply with the laws and regulations of the public entities and relevant companies and to be accountable for violating any of the same. 2-4: Payment of charges, taxes and fines: The contractor shall, at its own expense, pay the due taxes, charges and fines in a timely manner and in due amounts to the relevant agency pursuant to applicable laws. 2-5: Customs and importation provisions: The contractor shall respect the importation laws and provisions applicable in KSA on supplying and shipping any products or any parts thereof to KSA, including provisions relating to prohibition of importation. 2-6: Bid adequacy It is hereby understood that the contractor has obtained the necessary information about the risks, contingencies and other circumstances that may affect its bid or the works prior to submission, and that it has reviewed the works quantities and verified their nature and the materials required for completion, as well as the means of accessing the site and the needed facilities. It shall also gather other necessary information and take into consideration all factors that may affect its bid, and ensure that the prices included in the BOQs and the price lists will cover all of its contractual obligations. 2-7: Site examination and engineering designs review: 2-7-1: Before submitting its bid, the contractor shall duly examine the site and its surroundings and check in person the site, dimensions and conditions that may affect the execution of works. It may require the employer, if necessary, to provide any data or information about the site, and the latter shall make all the information and data in its possession concerning the site and soil conditions available to the contractor. 2-7-2: Before submitting its bid, the contractor shall review the detailed technical and engineering designs to ensure their integrity and consistency with the site and shall notify the employer of any defects or failures detected in the plans and drawings. 2-8: Communication and notices: contract-related communications, correspondences and notices shall be delivered by hand against an acknowledgment of receipt, by registered or official mail or by the electronic means mutually agreed upon. These shall be valid and legally enforceable if communicated as previously stated to any of the following addresses in KSA: - For the employer ---- - For the contractor ---- Addresses may be changed upon notification of the other party at least thirty days prior to the date of change. (Chapter Two) Site Handover and Soil Conditions Article (3): Site handover 3-1: The employer shall handover the site or parts thereof to the contractor to start executing the works within (60) days from the date of being notified of the award. The contractor shall start executing the works pursuant to the execution approved timeline. 3-2: In case of any delay by the employer to handover the site or parts thereof to the contractor causing the latter to incur additional costs or affecting the project execution timeline, the contractor shall have the right to claim for financial and/or time compensation for the damages inflicted pursuant to the provisions of Chapters Eleven and Thirteen herein. 3-3 In case of any delay by the employer to handover the site for more than ninety days from the date specified for handover or the agreed upon deadline, the contractor may ask for contract termination pursuant to Chapter Nineteen herein. Article (4): Soil conditions 4-1: The contractor shall make precautionary examination of the soil to the extent practically possible and shall make the required soil borings before execution and shall provide the employer and the contractor with a copy of the soil report. 4-2: Should the contractor find the soil condition different from the one specified in the contract documents, and which requires amending or modifying these documents, it shall suspend digging or any other related works (except in cases that endanger the safety of people, works or properties). In such case, it shall notify the employer and the engineer in writing and continue to suspend works until receiving a written order from the employer. The provisions of Chapter Eleven herein shall apply. 4-3 Upon receiving the contractor's notice pursuant to paragraph 4-2 of this Article, the engineer shall check the soil condition to determine if the employer shall make additional borings or testing and provide a technical report to the employer and a copy thereof to the contractor. If so requires a change in specifications, the employer shall issue a change order to reflect and document related consequences. The contractor may, if such change results in additional cost or a change in the timeline, claim for amending the contract price and/or the completion term pursuant to the provisions of Chapters Eleven and Thirteen herein. Article (5): Main points and work sites: 5-1 The employer shall carry out cadastral works to determine the main points, basic lines, dimensions and levels necessary to enable the contractor to start the works execution. 5-2 The contractor shall fix dimensions and properly execute works at the designated sites linking same to the main points, basic lines, dimensions and levels provided by the engineer. The contractor shall be responsible for the accuracy of fixing all parts of the works and shall repair any errors in the places, levels, measures or works straights. If such errors are a result of inaccurate information provided by the engineer, causing the contractor to delay execution or incur additional costs, it may claim for compensation pursuant to the provisions of Chapters Eleven and Thirteen herein. 5-3 The engineer's examination of works execution at their sites or of the points, lines, dimensions and levels shall not release the contractor from the responsibility for their properness. 5-4 The contractor shall be responsible for protecting and maintaining the main points identified for works execution and the indicative marks and it shall not change their locations without the employer's prior written consent. In case any of the main points or their indicative marks are destroyed or need to be relocated due to a change in slopes or locations, it shall notify the engineer and shall be responsible for restoring them or accurately relocating them. 5-5 The site borders shall be those detailed in the contract plans. If the contractor, for the purpose of executing works related to the contract, needs a land beyond the site borders, it shall acquire the same at its own expense. Article (6): Underground facilities networks: 6-1 The contractor shall maintain all the underground utilities networks and shall acknowledge that the information and data indicated in the contract documents concerning utilities networks at the site or the surrounding area do not include all the underground utilities networks related information. For this regard, the contract value shall cover all the following items costs. The contractor shall be responsible for: a. Reviewing all the data and information about the underground utilities network. b. Determining the location of the utilities included in the contract. c. Coordination with the utilities' owners, including the employer, during the works execution. d. Securing and protecting these networks and repairing any failure therein that may be caused by the works execution. 6-2 If a utilities network is found at the site which is either not included or misrepresented in the contract documents, the contractor shall, once informed of the same and before making any diggings, any changes that may affect these networks or executing any related works, notify the network owner of the same in writing and a copy of this notice shall be submitted to the employer and the engineer. The latter shall then check the network and decide to what extent the contract documents shall be changed. In the meantime, the contractor shall secure and protect this network and stop working at these sites until being notified by the employer or the engineer to resume the works. 6-3 If the contractor deems it necessary to change or amend the contract document to reflect and document the consequences of detecting a utilities network at the site or the surroundings, it shall issue a change order after having the employer's consent to the same. If so results in a delay in execution inflicting additional costs to the contractor, the latter may claim for amending the contract value and/or completion term pursuant to Chapters Eleven and Thirteen herein. Article (7): Physical difficulties: If during execution the contractor faces any extraordinary physical difficulties which can't be reasonably predicted by any experienced contractor, it shall immediately notify the engineer in writing within no more than ten days from the date of detecting such difficulties. The engineer in such a case shall submit a related report to the employer indicating his opinion on the additional costs, if any, caused by these difficulties and the proposed duration for executing such works pursuant to Chapters Eleven and Thirteen herein. (Chapter Three) Employer Article (8): Employer's obligations 8-1: Project manager: a. The employer may appoint a manager for the project to be responsible for the procedural and executive affairs on its behalf, in accordance with the responsibilities and powers entrusted to him. The project may be managed by a private consultation office or by the employer itself through its representatives. 8-2: Accessing the site: The employer shall enable the contractor to access the site pursuant to Article (3) herein for the purpose of executing the works. The contractor shall enable the engineer or any authorized person, at all times, to inspect the works and access the site, workshops and all places where work is prepared, and materials and machines required for works are delivered. Besides, it shall provide all facilities and assistance to do this. 8-3: Assistance provided by the employer: The employer shall provide reasonable and possible assistance to the contractor with regards to the following: a. Obtaining the licenses, permits and approvals referred to in Article (14) herein. b. Hiring workers and technicians to execute the contract. c. Supplying the contractor's machinery and equipment and re-exporting them when removed from the site. 8-4: employer's personnel The employer shall ensure that its personnel and those of other contractors working with it at the site are cooperating with the contractor in order to implement the provisions of this contract. 8-5 Employer's financial arrangements: 8-5-1 The employer shall notify the contractor in writing of the financial arrangements necessary to confirm the availability of cash flow and liquidity to pay the contract value and notify the contractor in case of intending to make any substantial amendment to the financial arrangements within 28 days of receiving a related request from the contractor. 8-5-2 If the employer is obliged to reallocate the costs for a period exceeding the period specified for the contract execution due to lack of financial liquidity, the contractor may request extension of the contract term and/or compensation for incurred damage in accordance with the provisions of Chapters Eleven and Thirteen herein. 8-6 Employer's default: The employer shall be responsible for the management and execution of the contract conditions in good faith and to comply with the deadlines for the issuance of approvals, the determination of claims, the review and approval of engineering designs and the payment of the contractor's entitlements on due dates. If the employer violates any of the contract conditions or fails to pay within the specified time, the contractor may claim for compensation for the damages it incurred as provided in the contract terms and conditions. 8-7 Employer's claims: 8-7-1 If the employer deems that it has the right to receive a payment, make any deductions or impose fines under any of the contract documents and conditions or for any other reason, it shall notify the contractor in writing and provide it with the claim details. Except for the aforementioned, the employer is not required to send any notices about its due amounts in terms of the consumption of water, electricity, gas, equipment, materials or any other services provided by the employer in accordance with the contract terms and conditions. Said notice shall be submitted as soon as possible after the employer becomes aware of the event that causes this claim to happen. This shall not prejudice the employer's right to make deductions before or after notifying the contractor of the same. 8-7-2: The contractor may request the recovery of any amount paid or deducted from its entitlements if it deems that the employer's claim is unreasonable. In such case, it shall submit its claim to the employer within 30 days from the date of receiving the amount subject of the claim. (Chapter Four) Contractor Article (9): Execution guarantee (final guarantee) 9-1: The contractor shall, within ten days from the date of being officially notified from accepting its bid, submit to the employer a bank guarantee equivalent to five percent (5%) of the Bid value as an insurance for the contract execution. The employer may give the contractor an extension for ten days from the lapse of the specified period. Said guarantee shall be irrevocable and valid throughout the contract term and until the final handover after which the bank guarantee shall be released within no later than seven days. 9-2: The guarantee may take the form of any of the following: a. Letter of guarantee issued from a local bank. b. Letter of guarantee issued from a foreign bank through one of the banks registered in KSA. 9-3 This guarantee shall comply with the requirements and form of the bank guarantees stipulated in the Government Tenders and Procurement Law and its Implementing Regulations. 9-4: If the contractor does not submit the bank guarantee referred to in paragraph 9-1 of this Article, the employer shall have the right to delete the awarding resolution and confiscate the value of the bid bond provided by the Bidder, pursuant to the Government Tenders and Procurement Law without a need to a warning, a notice, or a court judgment. Article (10): The contractor's supervision and appointing a representative for it at the site: 1-10: Contractor's supervision: The contractor shall perform the necessary supervision during and after the work execution to the extent that the engineer deems necessary to fulfill its contractual obligations in a proper manner. 2-10 Contractor's representative The contractor shall appoint, prior to the commencement of the works, a representative approved by the employer, to be continuously and permanently present at the works site and to devote all his time to supervise the works execution. 10-2-1 The contractor's representative at the site shall receive, on behalf of the contractor, instructions and directives issued by the engineer within the limits of the latter's powers referred to in Chapter Five herein or in any other terms and conditions of the contract. 10-2-2: If the contractor's representative cannot speak Arabic, the contractor shall provide at the site at all times an Arabic translator. 10-2-3: If the employer desires to remove the contractor's representative for substantial reasons related to the work interest, upon receiving a related notice, the contractor shall remove its representative from the site and appoint a replacement approved by the employer within no more than two weeks from the date of receiving said notice. Article (11): Engineer's instructions, preparation and reviewing the designs: 11-1: Compliance with the engineer's instructions: The contractor shall perform, complete, maintain and ensure the works pursuant to the contract terms and conditions. For this regard, it shall comply with the instructions of the engineer, his representative and their written instructions related to the works as per the engineer's powers referred to in Chapter Five herein. If the contractor observes any negligence, disruption or delay from the engineer in issuing the approvals and deciding on claims, it shall notify the employer immediately of the same. 11-2: Preparing plans and the executive designs: Unless otherwise specified in the contract, the contractor shall prepare the plans and executive designs and have them approved by the engineer. 11-3: Reviewing the engineering plans on execution: Without prejudice to the provisions of Article 2-7-2 herein, the contractor shall, when starting execution, review the amendments, deletion and alterations in the engineering and technical designs and their details and shall notify the employer of any mistakes or observations detected in the original or amended engineering designs. Article (12): Weekly meetings at the site: 12-1: Weekly meetings shall be held at the site during the course of the work, to be attended by the engineer and his representative, the contractor's representative and the other engineers involved in the project to coordinate the different works, overcome any difficulties in execution and ensure the contractor's commitment to the execution timeline. 12-2 A minutes signed by the engineer and the contractor's representative shall be prepared to document what was discussed during each meeting. These minutes shall be deemed a document to prove the responsibility of either party for delaying the execution of the works. 12-3 The contractor shall have at the site an appropriate office for the purpose of following up the execution of works, keeping of work plans and holding meetings. Article (13): Assignment of the contract and subcontractors 13-1 Assignment of the contract or part thereof Without prejudice to the terms and conditions of the contract assignment specified under the Government Tenders and Procurement Law, the contractor shall not assign the contract or any part thereof or assign any profit or interest arising therefrom to a third party without the prior written consent of the employer. The contractor shall remain accountable before the employer, jointly with the assignee, for the execution of the contract. In the event that the contractor assigns the contract or any part thereof without the consent of the employer, the latter shall have the right to withdraw the works from the contractor in accordance with the provisions of Article 45-1 herein. 13-2: Subcontracting (Subcontractors): 13-2-1 The contractor shall not execute the whole contractual works through subcontractors. 13-2-2 Without prejudice to the provisions of paragraph 13-2-1 of this Article, the contractor may, for the purpose of executing parts of the works, unless otherwise specified in the contract, assign such parts to subcontractors, provided that the subcontractors are certified in the area of the works assigned to them. Subcontracting shall be under the employer's prior written consent which shall not relieve the contractor from the contractual liability and the contractor shall remain responsible for any action, fault or negligence committed by the subcontractor, its agents, employees or workers. 13-2-3 Employment contracts or procurement contracts entered into by the contractor for the purpose of executing the contract shall not be deemed subcontracts under this Article. 13-2-4 The contractor shall pay the subcontractors' entitlements in accordance with the contracts concluded with them and approved by the employer. 13-2-5 The employer has the right to prevent any subcontractor from working even if it has been previously approved, if the employer is convinced that the subcontractor is not competent for executing the works assigned to it or there is a substantial justification for being excluded, and the contractor shall respond to the employer's request. 13-2-6 If the contractor subcontracts in a way that violates the provisions of this Article, the employer shall have the right to withdraw the works from the contractor in accordance with the provisions of Article (45-1) herein. Article (14): Obtaining licenses and permissions: 14-1 The contractor shall obtain the licenses, permits and approvals required under the regulations related to the execution and completion of the permanent or temporary works. 14-2 In case the relevant agency delays the issuance of the licenses, clearances or approvals for more than ten days from the specified date, the contractor shall immediately notify the employer to contact these agencies and find out the reasons for the delay and it shall keep on seeking the required licenses. The contractor shall have the right to demand extension of the contract Term and/or claim compensation for the damage caused by such delay by the relevant agencies in accordance with the provisions of Chapters Eleven and Thirteen herein. Article (15): Fulfilment of the standard specifications The contractor shall ensure the materials used, both local or imported, for the execution of the contract meet the standard specifications approved by the Saudi Standards, Metrology and Quality Organization or the Saudi Building Code. For the materials not covered by the Saudi standards, these shall conform to any of the recognized international standards approved by the employer or that may be specified in the contract terms and conditions. Article (16): Priority of national products Without prejudice to the provisions of Article (15) herein, the contractor shall give procurement priority to national products or the similar products of other countries for the purpose of executing the contract in accordance with the rules adopted for the preference of national products. Article (17): Safety procedures: 17-1 Upon commencement of the works, the contractor shall prepare a safety and security plan to be approved by the engineer. 17-2 The contractor shall provide, at its own expense, all lighting, guarding, surveillance and fencing materials for the project and its components, and shall use warning signs to protect the works and to ensure the public and personnel safety until the initial takeover. It shall coordinate this with the engineer, its representative or any other public authority. The employer or its representative shall inspect the safety and protection measures adopted by the contractor and to ensure the application of safety and guarding procedures. 17-3 The contractor shall inform the relevant agencies of the incidents occurring at the site resulting in injury or death to persons, damage or damage to public or private property. 17-4 The contractor shall be fully responsible for any cash losses, damages to property or any injuries, accidents or deaths due to its negligence in the safety and guarding procedures. Article (18): Environment protection: The contractor shall apply the environment protection laws and endeavor to take all necessary steps to protect the environment (inside and outside the site). It shall also limit the disturbance or damage to individuals or property resulting from pollution, noise or otherwise. Besides, the contractor shall ensure that the amount of emissions, surface drainage and related flow do not exceed the amounts permitted as per the specifications attached to the contract or the values specified in applicable laws and regulations. Article (19): Electricity, water and gas: a. The contractor shall be responsible for the provision of energy, water, electricity and other services required for the execution of the contract. b. The contractor shall have the right to use electricity, water, gas and other services available at the site for the purpose of executing the works after the employer's written consent provided that such means are safe and do not affect the services of the facility or the loads specified therein based on the details and the prices specified by the employer. The contractor shall, at its own expense and responsibility, provide any tools and materials required for such uses and to measure the quantities consumed. Article (20): Traffic and road rights: 20-1 The contractor shall execute the permanent or temporary works within the scope identified by the requirements of the contract and shall respect applicable laws and the requirements of public convenience and shall not hinder the access or use of public and private roads and passages or entry and exit of properties whether owned by the employer or by any other entity. 20-2 The contractor shall apply the rules of public traffic safety or those issued by the employer. In this regard, it shall take all reasonable means and precautions to prevent the malfunction or damage to any of the public roads or bridges connected to the site or connected with the roads leading to it, by itself or by any of its subcontractors in accordance with applicable regulations. 20-3 The contractor shall particularly choose and use the roads and the vehicles, identify and distribute loads so as to control as much as possible any unusual traffic inevitably arises from the transfer of equipment and materials from or to the site to avoid possible malfunction or damage to such roads and bridges. 20-4: Special loads: 20-4-1 If the contractor has to move one or more of the construction equipment, machinery, units or parts of the work units through a public road or bridge, which may cause damage to this road or bridge if no preventive or special measures are taken, the contractor shall, before moving the same on such a road or bridge, send a written notice to the engineer or his representative indicating the weight and specifications of the load to be transported along with suggestions for the protection and reinforcement of said road or bridge. The contractor shall comply with the engineer's instructions in this regard. However, if the engineer, or his representative, does not respond within fourteen days from the date of receiving said notice with a notice indicating that there is no need to take any preventive measures, the contractor shall, at its own expense, execute its suggestions or any amendments to such suggestions made by the engineer. 20-4-2 The contractor shall bear all the expenses and fees necessary to secure the special or temporary traffic rights needed to access the site. It shall also provide at its expenses any additional off-site facilities required for the purposes of the works and shall comply with any arrangements or procedures issued by the relevant agencies. Article (21): Providing opportunities to the other contractors 21-1 The contractor shall provide the opportunity to other contractors hired by the employer to enable them to carry out their work. It shall also provide the same opportunity to the personnel of such contractors or government staff working on or near the site to perform any work not covered by the contract, or to execute any contract stipulated by the employer in connection with the contractual works or complementing them. The contractor shall comply with the instructions issued by the engineer to coordinate between the personnel working at the site. 21-2 If the contractor's compliance with the obligation specified in paragraph (21-1) of this Article causes any delay in the term set for execution or any additional cost, the contractor shall have the right to claim for compensation and/or extend the contract term in accordance with the provisions of Chapters Eleven and Thirteen herein. Article (22): Work progress reports: 22-1 The contractor shall submit to the engineer on a monthly basis or as requested by the employer in the special conditions a detailed report on the progress of the works, including the drawings and the supporting documents. If the engineer considers at any time that the work progress is slow in a manner inconsistent with the timeline specified in Article (28) herein and to the extent that it cannot be ascertained that the work will be completed within the specified period or not, he shall warn the contractor in writing. The contractor shall take the steps it deems necessary and which shall be approved by the engineer to expedite the work pace in such a way to enable the works completion within the prescribed period. The engineer shall, after reviewing the contractor's reports, write down his recommendations and observations and attach them in the periodic reports he submits to the employer. Article (23): Intellectual and industrial property The contractor shall protect and indemnify the employer for all claims and actions arising from infringement of any right, franchise, design, trademark, name, patent or other intellectual or industrial property rights relating to any construction equipment, machinery or materials used for the completion of works, drawings, plans, designs and programs executed by the contractor or related to the temporary works or any other works related to the execution of this contract, as well as all claims, actions, damages, expenses, fees and expenses incurred due to the works execution or any related works, regardless of their value. Article (24): Discovered artifacts and valuable objects: Any monies, valuables, buildings, artifacts and other objects of geological or archaeological value discovered at the site shall be the property of the employer. The contractor shall take appropriate precautions to prevent its personnel or any other person from removing, transporting or destroying any of these objects. If any of these are found, the contractor shall immediately, prior to their transfer, notify the employer or its representative and the relevant agency, and shall abide by the instructions of the employer and the relevant agency with respect to their disposition. If this results in the delay of execution and/or additional cost, the contractor shall have the right to claim compensation and/or extend the contract term in accordance with the provisions of Chapters Eleven and Thirteen herein. (Chapter Five) Engineer Article (25): The engineer's responsibilities and powers: 25-1 The employer shall appoint the engineer to supervise the execution of the works and notify the contractor of the same. Without prejudice to the engineer's responsibilities and powers specified under this contract and the contract concluded with him, the engineer shall perform his duties and exercise his powers at a high professional level in accordance with the profession best practices. The engineer shall particularly perform the technical and administrative supervision to ensure the quality of work, make a list of the accepted deliverables, review contractor's submissions and decide on them, taking into account the work timeline. He shall also prepare progress reports, and recommend necessary actions. 25-2 The engineer shall have no authority to amend the provisions of this contract, release the contractor from any of its contractual duties or obligations, order any action that may result in delay in the works execution or to increase the employer's financial obligations without the latter's prior written consent. The engineer shall not make any change in the works except as expressly provided in this contract. 25-3 Without prejudice to the provisions of Chapter Ten herein, if the engineer deems it necessary to execute additional or supplementary works to complete the contract or change the Scope of Work, he shall prepare a detailed report as per the procedures specified in Chapter Ten herein and seek the approval of the employer who shall take a decision within no more than 28 days for the works that have similar works in the contract and 56 days for other works. The contractor shall have such approval and shall provide it to the engineer. 25-4 Any authentication, audit, acceptance, inspection, notice, proposal, request for testing or issuing any instruction or similar conduct by the engineer, including ignoring required approvals, shall not release the contractor from any contractual liability for errors, omissions, inconsistencies or non-compliance with the conditions. 25-5 The employer shall provide the contractor with a copy of the powers entrusted to the engineer. In case of change in such powers, the employer shall notify the contractor. 25-6 The employer may replace the engineer at any time without the objection of the contractor. However, the employer shall notify the contractor of its intention of this replacement within a period not less than (15) days. Article (26): Representative of engineer: The engineer may from time to time delegate his representative in writing to exercise any of the powers entrusted to him, provided a copy of this written authorization is submitted to the contractor. The written instructions and approvals issued by the engineer's representative to the contractor within the limits of the authorization shall be binding on both the contractor and the employer as if they are issued by the engineer himself. The following shall always be taken into account: a. Without prejudice to the engineer's liability for the errors of his representative, the default of the engineer's representative to refuse or accept any work or materials shall not affect the authority of the engineer who may subsequently refuse such work or materials and to order their amendment or removal. b. If the contractor is not satisfied with any decision taken by the engineer's representative, it may refer the case to the engineer to consider, approve, amend or cancel the decision and if it is not satisfied with the engineer's decision or if 21 days have passed without any action from the engineer in this regard, the contractor may take appropriate action in accordance with the term of the contract and it shall execute the employer's decision issued in this regard. Article (27): Providing the contractor with drawings to keep them: 27-1 The engineer shall keep copies of the contract documents, including the project drawings and specifications, and shall deliver to the contractor – free of charge – a hard copy and a soft copy (if any) of the same, as well as a copy of the design inputs and data when needed. The contractor shall notify the engineer or his representative in writing if it needs more copies at its own expense. The engineer shall provide the contractor with the same within 7 days from the date of the request. The contractor shall return all the drawings and documents delivered to it by the engineer after the works completion. 27-2 The engineer shall provide the contractor from time to time during the contract execution with any additional plans or information necessary to fulfill its obligations. 27-3 The contractor undertakes to keep a copy of the drawings at the works site. These copies shall be ready at all times for review and use by the engineer, the engineer's representative or any other person authorized in writing by the engineer or the employer. 27-4 The contractor shall execute comply with the plans and specifications. If the quantities specified therein are more than the quantities specified in BOQs, or if there is a shortage or change in materials and their quality which may result in an increase or decrease in prices, these shall be submitted to the engineer to prepare a related report to be submitted to the employer for approval as per the provisions of Chapter Ten herein. 27-5 The employer shall reserve the copyrights and intellectual property rights for each of the plans, specifications and other documents prepared by or for the employer. Unless the contract prescribes otherwise, the contractor shall not permit any third party to use, reproduce or circulate such documents. (Chapter Six) Works Execution Timeline Article (28): Works execution within the specified timeline 28-1 Submission of the timeline The contractor shall submit to the engineer the preliminary timeline for works execution no later than (28) days from the award date. The timeline shall be in line with the professional productivity standards and shall take into consideration any practical restrictions that may affect execution as well as any requirements specified in the contract for the execution of the works and the specified period for completion of such requirements. 28-2 Setting the timeline The contractor shall set the timeline using an acceptable approach for this purpose, and the critical path method with an appropriate scale, taking the following into consideration: a) Using days to express the time period for project activities. b) Illustrating the link between activities only by demonstrating the relationship between the end of the preceding activity and the start of the next one. c) Indicating the dates of starting and ending each activity, project critical path and grace period for non-critical activities. d) Scheduling the supply of materials and supporting works by subcontractors and suppliers as to be consistent with the professional productivity standards. e) Indicating the dates of submission of the engineer's shop drawings and different samples. f) Indicating dates scheduled to provide work elements, site sections and information provided by the employer and the engineer pursuant to the contract terms and conditions. 28-3 engineer's review of the timeline: The engineer shall review the timeline and submit it for the employer's approval no later than (15) days from the date of receiving it from the contractor. If the employer does not object during such period, the timeline shall be deemed approved and applicable. 28-4 Time reserve: The contractor may include a time reserve at the end of the timeline as a part of the works completion term. In case of completion without using the time reserve or using a part thereof, no deduction from the contractor's entitlements shall be made. The latter may benefit from the time reserve to cover all delays for which it is accountable. The remaining time reserve, if any, may be used by the contractor to cover the delays caused by the employer and/or the engineer. 28-5 The contractor may use and manage the grace period for non-critical activities. For the contractor to be compensated for the grace period use (upon the engineer's request), the engineer shall prove that the contractor's delay in executing the project is due to such use. 28-6 The contractor shall attach a schedule to the timeline as planned, indicating the quantity of work in each activity and work elements (workers and equipment) to be provided by the contractor in order to execute each activity, and indicating the date of arrival and departure of each work element to and from the site, periods of equipment maintenance and periods of not being operated (if any), and these shall be in line with the activities execution dates and terms. 28-7 Reasons for the engineer's disapproval of the timeline: a) Failure to comply with the specifications of the timeline stated in paragraph (28-1) hereof. b) If the timeframe does not demonstrate the required information, stated in paragraph (28-2) hereof. c) If the contractor's plans for works execution are not acceptable or if the timeline for the accepted plans is not realistic. d) The timeline does not comply with the contract terms and conditions and specifications, the execution term and any amendments thereto. 28-8: Daily reports prepared by the engineer's representative a) The engineer's representative shall prepare a daily report on the site works, including the activities that were started or completed during that day as well as the ongoing and resumed activities, and the suspended or delayed activities, indicating the party accountable for such delay or suspension pursuant to the scheduled timeline (and any amendments thereto approved by the engineer). A copy of this report shall be provided to the contractor's representative. b) The engineer's representative shall keep such daily reports in the delays and amendments record to document delays occurred to project activities, party accountable for such delays and days of delay. A copy of which shall be submitted monthly to the engineer who shall, in turn, submit a copy to the contractor and the employer. The contractor shall review the record within seven days from the date of receipt, and in case of no objection during such period, the record shall be deemed acceptable and valid for use. 28-9 The contractor's update of the timeline: The contractor shall, periodically and upon the engineer's request, update the project timeline, taking into consideration the execution delays. The contractor may, if required, redistribute its work elements. The update of the timeline submitted to the engineer shall be accompanied by a report highlighting the work progress in the project since the last report. This report shall include the following: - Any documents proving the work progress made. - Rescheduled activities and reasons of rescheduling. - Activities added or cancelled and reasons for such. - Details of any expected delay or problems that may affect the activities end date along with the remedies that shall be taken by the contractor. The engineer shall review the timeline update and submit it for the employer's approval no later than (15) days from the date of being received. If such period ends without an objection from of the engineer, the timeline shall be deemed acceptable. This updated timeline shall become effective on the day following its approval or by the end of the review period without any objection thereon. 28-10 employer's approval of the timeline update The timeline update, accepted by the engineer and approved by the employer as stated in paragraph (28-9) hereof, shall not be deemed a final approval to extend the term of the contract and exempt the contractor from the delay penalty unless a written approval of the extension is issued by the employer pursuant to the contract terms and conditions. (Chapter Seven) Employees and Workers Article (29): Technicians and workers hired for execution of works 29-1 Competence of the contractor's technicians and workers: The contractor shall provide in the site the required number of experienced and skilled engineers, technical assistants and workers within their respective competencies as well as highly qualified foremen and supervisors for the works execution, maintenance and supervision according to contract terms and conditions. 29-2 Misconduct The contractor shall at all times take all the necessary precautions to prevent acts of violence and public disorder by its personnel and ensure the safety of people and properties at the site and the surroundings. The engineer may, in all circumstances, require the contractor to immediately withdraw from the site any of its personnel who demonstrates misconduct, incompetency or negligence in performing their duties or causes any harm to the works. In such a case, said person may not be reemployed without the engineer's written consent, and the contractor shall replace him with another worker accepted to the engineer. 29-3 Persons hired by the employer: The contractor shall not hire, or use the services of any of the personnel of the employer, engineer or any of the employer's contractors whether on a full time or part time basis. 29-4 Application of the laws related to workers employment. The contractor shall comply with applicable laws and regulations related to the workers employment and treatment, whether nationals or residents, in particular, the laws of labor, social insurance, residence and health insurance. It shall also respect their legal rights, explain their obligations under said laws and regulations and require them to comply with them. 29-5 Wage rate: The contractor shall pay its personnel the wages specified in their employment contracts and to take into consideration the conditions of employment so that the rate of wages is not less than the common rate in the trade, construction and building industries in the area where the works are executed and shall not be less than the minimum wage rate set by the relevant agencies. 29-6 Working hours: Except as provided in other conditions of the contract, the contractor shall not execute any part of the works beyond the regular working hours, indicated in the terms of the competition. Furthermore, work shall not be executed during night, on Fridays or during public holidays without a written permission from the engineer or his representative unless such work is deemed necessary, indispensable for saving lives or properties or for the works safety, provided that, in such case, the contractor shall immediately notify the engineer or his representative. 29-7 Saudization: The contractor shall comply with all the laws and decisions governing the rates of national labor and personnel to be employed by the contractor pursuant to the special conditions and related decisions. The salaries and rights of these personnel shall not be less than the salaries and rights of the employees working in other sectors and not lower than the minimum wage set by the competent authorities. 29-7 Records of the contractor's personnel and equipment: The contractor shall provide the engineer with detailed records, stating the number of its personnel classified by their skills and the number of equipment classified by type. Such records shall be submitted to the engineer on a monthly basis or pursuant to the special conditions until the completion of the project works. 29-10 Industrial safety instructions: The contractor shall take the necessary measures to maintain the health and safety of its personnel. It shall, in the major projects specified by the employer, provide the required health staff, appropriate arrangements for the requirements of public health, prevention of outbreaks of epidemics and adherence to the instructions of industrial safety pursuant to the Labor Law and other relevant laws and regulations. The contractor shall also hire a qualified supervisor to be in charge of the prevention of accidents within the site. Such supervisor shall be in charge of drafting instructions, taking health and preventative measures to avoid accidents. The contractor shall also notify the engineer of all the measures and actions taken to maintain the health and safety of the workers and avoid accidents including the details of any accident upon occurrence as required by the engineer. 29-11 Violating the provisions of this article: The employer may take all measures to ensure the contractor's commitment to this Article, including the employer's right to withdraw the works from the contractor pursuant to the provisions of Chapter Five herein. (Chapter Eight) Materials and Customary Industrial Principles: Article (30): Customary industrial principles (workmanship): 30-1 Subject to Article (15) herein regarding the materials specifications, the contractor shall set a mechanism for quality assurance provided that it is in conformity with the details and conditions of the contract. The engineer may verify any of the procedures and processes of such mechanism. 30-2 The contractor shall, before supplying any materials to the site, submit to the engineer upon his request one or more samples of the materials to be supplied from three different sources, indicating their specifications and all the information required by the engineer on such materials for analysis and approval within (21) days from the date of submission. 30-3 Upon the approval of any sample, the contractor shall provide at least one model to be maintained at the sample room on the site to verify the supply process. Mechanical, electrical and electronic systems or otherwise that cannot be supplied shall be excluded, as in such case, retaining approved catalogues is enough. Article (31): Transfer of materials, equipment and temporary works: Equipment, temporary works and materials submitted by the contractor after being brought to the site shall be entirely and exclusively allocated to the completion of works. The contractor shall not, without the engineer's written consent, transfer them or part thereof from the site unless from one location to another within the same site. The engineer shall not abstain from giving his written consent unless reasonably justified. The employer as well shall not, at any time, be liable for any loss or damage to any of the Equipment, temporary works or materials unless explicitly provided in these conditions that the employer shall be liable for the same. Article (32): Use of explosives: The contractor may not use any explosives without the engineer's prior written permission and the approval of the competent authority. The engineer shall, before the explosion is carried out, make sure that the contractor has complied with the relevant regulations and instructions, and taken all the safety precautions. The engineer may not withhold such permission without a reasonable justification. (Chapter Nine) Testing Article (33): Testing materials, plants and workmanship: 33-1 Pursuant to Articles 30 and 33(5) herein, all materials, plants and workmanship shall be subject to any testing stated in the contract documents, required by the nature of works, or deemed necessary by the engineer. Testing shall be conducted in the place of where such materials are manufactured, at the site, or at any other appropriate place. Technical inspection shall be conducted through locally or internationally accredited laboratories. 33-2 Testing time and place: The contractor shall notify the engineer in writing of the time and place of testing at least seven days before being conducted. If the engineer or his representative does not show on the specified time, the contractor may proceed with testing, unless otherwise instructed by the engineer, and such testing shall be deemed conducted with the presence of the engineer. If this fails, the engineer shall be held liable for any delay in implementing activities related to the said testing (if any), and this shall be recorded in the daily report on the site works referred to in Article (28-8) herein. This shall be from the date specified for the testing to any other date specified by the engineer to conduct the same provided that the engineer or his representative attend the testing. 33-3 Testing cost: The contractor shall bear the cost of the testing required under the contract specifications or by the nature of works as well as the cost of re-testing in case of non-conformity. As for the testing requested by the engineer, which are not required under the specifications or by the nature of works or materials, the contractor shall bear related costs if the result does not conform to the contract specifications. However, if such additional testing is found to be in conformity with the specifications, the employer shall bear related costs and be responsible for the delay of any related activities, if any. This shall be recorded in the daily report of the site works referred to in Article (28-8) herein. 33-4 Rejecting testing materials, plants and workmanship: If it is found through any inspection, examination, measurement or testing that any material, plant or workmanship, is defective or not conforming to the contract requirements, the engineer may reject such materials, plants or workmanship upon a notice to the contractor, stating the reasons for rejection. The contractor shall remedy the defect in the rejected item until it conforms to the contract requirements. If the engineer requests retesting any of the defected materials, plants or workmanship, such retesting shall be conducted under the same terms and conditions. In case of incurring any additional costs by the employer due to rejection and retesting, the contractor shall pay such costs to the employer. 33-5 Removal of non-conforming works and materials: 33-5-1 Despite any previous testing, acceptance of works, settling any part of their costs, the engineer shall have the right to issue the following instructions to the contr …(69,211 more chars)