Refurbishment and reinstatement of aircraft docking system support infrastructure at cape town international airport

{"name":null,"email":null,"phone":null,"department":null,"address":"e conditions of contract identified"}

47 The Contractor submits a quality plan for Two (2) weeks Upon signing of the contract by ACSA

Construction Contract,

April 2013 (ECC3)

10.1 The Employer is (Name): Airports Company South Africa SOC Limited (reg. no:

1993/004149/06),

Address Cape Town International Airport,

Private Bag X9002

Cape Town

7525

Telephone

10.1 The Project

2 Name:

Job Construction Manager/ Site Supervisor

Responsibilities:

3 Name:

Job Health and Safety Officer

Responsibilities:

1 Available from Engineering Contract Strategies Tel 011 803 3008, Fax 011 803 3009 or see www.ecs.co.za

20 | P a g e

CV's (and further key persons data including

CVs) are appended to Tender Schedule

entitled .

11.2(3) The completion date for the whole of the

works is

11.2(14) The following matters will be included in the

Risk Register

11.2(19) The Works Information for the Contractor’s

design is in:

31.1 The programme identified in the Contract

Data is

A Priced contract with Activity Schedule

11.2(20) The activity schedule is in

11.2(31) The tendered total of the Prices is (in figures)

(in words), excluding VAT

Data for Schedules of Cost Note “SCC” means Schedule of Cost Components starting

on of ECC3, and “SSCC” means Shorter Schedule of

Components Cost Components starting on of ECC3.

A Priced contract with activity schedule Data for the Shorter Schedule of Cost

Components

41 in The percentage for people overheads is: %

Sscc

21 in The published list of Equipment is the last

SSCC edition of the list published by

The percentage for adjustment for

Equipment in the published list is Minus %

22 in The rates of other Equipment are: Equipment Size or Rate

SSCC capacity

61 in The hourly rates for Defined Cost of design

SSCC outside the Working Areas are Category of employee Hourly rate

Note: Hourly rates are estimated ‘cost to company

of the employee’ and not selling rates.

Please insert another schedule if foreign

resources may also be used

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62 in The percentage for design overheads is %

Sscc

63 in The categories of design employees whose

SSCC travelling expenses to and from the

Working Areas are included in Defined

Cost are:

22 | P a g e

Part c2: pricing data

C2.1 Pricing instructions

2.1 The Pricing/Activity Schedules form part of and must be read in conjunction with the entire bid document.

2.2 The Pricing/Activity Schedules form part of and must be read in conjunction with the entire bid document.

2.3 Prices must be quoted in South African Currency (Rands).

2.4 Prices must include for all costs (material, labour, transport etc).

2.5 Bidders must price in accordance with the pricing schedules in the contract document to enable ACSA to

compare priced offers.

2.6 Failure to submit a priced offer using the prescribed schedules will make the bid liable for disqualification.

2.7 Do not leave any area blank in the pricing schedules (e.g. if not applicable (N/A) or included in cost

elsewhere, indicate accordingly).

2.8 Corrections must be countersigned.

2.9 All Provisional Sums, Estimated Quantities and Contingency will be reimbursed against proven costs

upon approval by ACSA representative. Tenderers are reminded that this amount is for illustrative

purposes only and that ACSA will not be under any obligation to expend the full or any portion of this

amount.

2.10 It is assumed that the Main Contractor will subcontract the items with provisional sums, although

subcontracting is not compulsory for this tender. Should the Main Contractor opt not to subcontract any

works, the mark-up allowance will not be applicable.

2.11 Should the Employer decide to instruct the Main Contractor not to proceed with the works related to items

with provisional sums, the contractor will not be entitled to any claims related to these items.

2.12 Should there be any queries regarding the pricing schedule/s, same must be sent in writing via email by

the Query Closure Date.

2.13 Permit costs:

• Permit costs will need to be paid up front by the successful bidder and ACSA will reimburse

against proof of payment.

• No mark-up to be levied on Permit costs.
• All employees will be checked for criminal records.
• Cost for lost permits and new employees will not be reimbursed by ACSA.
• Foreign Nationals will need to provide a valid working permit.

2.14 No cost/mark-up to be levied on items provided by ACSA (e.g. Electricity etc.)

2.15 3rd Party Procured Items/Services:

• VAT shall not form part of mark-up calculations.
• All Discounts to be deducted prior to mark-up
• Price to include delivery to site

2.16 The Bid offer must be inclusive of VAT.

2.17 The VAT portion must be indicated separately

2.18 The professional fees will not be adjusted and are fixed.

2.19 Escalations will not be applicable to these projects.

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C2.1 Pricing assumptions: Option A

1. The conditions of contract

1.1 How work is priced and assessed for payment

Clause 11 in NEC3 Engineering and Construction Contract, April 2013 (ECC3) Option A states:

Identified and 11 (20) The Activity Schedule is the activity schedule unless later changed in

defined terms 11.2 accordance with this contract.

(22) Defined Cost is the cost of the components in the Shorter Schedule of

Cost Components whether work is subcontracted or not excluding the cost of

preparing quotations for compensation events.

(27) The Price for Work Done to Date is the total of the Prices for

• each group of completed activities and
• each completed activity which is not in a group.

A completed activity is one which is without Defects which would either delay

or be covered by immediately following work.

(30) The Prices are the lump sum prices for each of the activities on the Activity

Schedule unless later changed in accordance with this contract.

Option A is a lump sum form of contract where the work is broken down into activities, each of which is priced

by the tendering contractor as a lump sum. Only completed activities are assessed for payment at each

assessment date; no part payment is made if the activity is not completed by the assessment date.

1.2 Function of the Activity Schedule

Clause 54.1 in Option A states: “Information in the Activity Schedule is not Works Information or Site

Information”. This confirms that instructions to do work or how it is to be done are not included in the Activity

Schedule but in the Works Information. This is further confirmed by Clause 20.1 which states, “The Contractor

Provides the Works in accordance with the Works Information”. Hence the Contractor does not Provide the

Works in accordance with the Activity Schedule. The Activity Schedule is only a pricing document.

1.3 Link to the programme

Clause 31.4 states that “The Contractor provides information which shows how each activity on the Activity

Schedule relates to the operations on each programme which he submits for acceptance”. Hence when

compiling the activity schedule, the tendering contractor needs to show each activity on the programme he

submits with his tender.

1.4 Preparing the activity schedule

The tendering contractor prepares the activity schedule and should study the ECC3 Guidance Notes pages

19 and 20 before doing so. The Employer may have instructed the tendering contractor to include particular

activities which he has specified and requires the Contractor to identify them in his activity schedule.

1 Generally, it is the Contractor who prepares the Activity Schedule as part of his tender by breaking down

the work described within the Works Information into suitable activities which can be well defined, priced

as a lump sum and shown on the programme. The Employer, in his Conditions of Tender or in a Tender

Schedule, may have listed some items that he requires the Contractor to include in his activity schedule

and be priced accordingly.

24 | P a g e

2 The Prices are defined in clause 11.2(20) as the lump sum for each activity in the activity schedule and

the Price for Work Done to Date (PWDD) (the amount due to the contractor) is defined in clause 11.2(24)

as the total of the Prices for each activity that has been completed. Hence activities in the activity

schedule should be structured so as to provide an acceptable monthly cash flow as they are only

assessed for payment on the assessment date if they have been completed.

3 As the Contractor has an obligation to correct Defects (core clause 43.1) and there is no compensation

event for this unless the Defect was due to an Employer’s risk, the lump sum Prices must also include

for the correction of Defects.

4 If the Contractor has decided not to identify a particular activity, the cost to the Contractor of doing the

work must be included in, or spread across, the other Prices in order to fulfil the obligation to complete

the works for the tendered total of the Prices.

5 There is no adjustment to the lump sum activity schedule price if the amount, or quantity, of work within

that activity later turns out to be different to that which the contractor estimated at time of tender. The

only basis for a change to the Prices is as a result of a compensation event. See Clause 60.1.

6 Hence the Prices tendered by the Contractor in the activity schedule are inclusive of everything

necessary and incidental to Providing the Works in accordance with the Works Information, as it was at

the time of tender, as well as correct any Defects not caused by an Employer’s risk.

7 However, the Contractor does not have to allow in his Prices for matters that may arise as a result of a

compensation event. It should be noted that the list of compensation events includes those arising as a

result of an Employer's risk event listed in core clause 80.1.

An activity schedule could have the following format:

Item Programme Activity description Price

No. Reference

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C2.2 the activity schedule

Refer to the below Annexure C2.2 – ADS Support Infrastructure Activity Schedule (attached separately).

Use this page as a cover page to the Contractor’s activity schedule.

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Airports company south africa contract NO. _________

The supply & installation of ads support infrastructure at ctia, RFQ NO. 73873

Part 3: scope of work

Document reference Title No of

pages

C3.1 General tender requirements & project scope 12

C3.2 Management of the works 10

C3.3 General requirements 1

C3.4 List of tender drawings 1

Total number of pages 24

Part c3.1: General tender specification & description of works

Part c1: agreements and contract data c1.2A Ecc3 contract

Airports company south africa contract NO. _________

The supply & installation of ads support infrastructure at ctia, RFQ NO. 73873

3.1.1 Employer’s objectives

The Employer’s objective is to reinstate the ground mounted masts on Bravo Apron B21, B24 & B29

of CTIA Airside. In addition, the reinstatement includes supplying of electrical power to the Bravo and

Charlie Apron ADS units. The completion of such infrastructure will facilitate the subsequent

installation and completion of ACSA’s Advanced Visual Docking Guidance System (AVDGS) system

by a separate OEM Contractor. It is intended that the separate AVDGS OEM contractor will be on site,

working in parallel, for the duration of this contract. Handover of infrastructure will thus require to be

achieved in a phased manner.

3.1.2 Current conditions of the ads support infrastructure

a) Structural form of the existing ADS masts:

• 3x circular hollow sections, welded together in a triangular arrangement.
• Stiffened square base plate with 4x anchor bolts.
• ADS units are attached via bolting with steel angle-iron brackets and bolts.
• Specification of the structural steel masts is provided as a separate pdf document titled

“Annexure C5.10 ADS Structural Steel Pole Details”.

b) Corrosion Protection:

• Mast appears painted only.
• Anchor bolts appear uncoated.
• ADS Clamping hardware appears painted only.

c) Condition:

• Significant surface corrosion visible on mast.
• Corrosion visible on anchor bolts.
• Grout is missing under base plate.
• ADS Clamping hardware displays significant corrosion.
• Concrete foundation appears to have been added onto.

3.1.3 General description of works

All works associated with the provision of structural supports (“masts”), mounting of ADS units onto

the masts and electrical support infrastructure at Bravo & Charlie aprons including supply & installation

of aircraft bay marker signage at the Bravo Apron of ACSA Cape Town International Airport, to enable

subsequent commissioning and testing of AVDGS units by others.

3.1.4 General specification

a) ADS unit specification

• Dimensions: Height x width x depth mm 1680 x 1250 x 310; 811 with Hood [mm]
• Weight: 165 Kg (364 lbs)

b) Structural Steel pole requirements

• Clamp bolts are to be torqued to the supplier’s recommended torque.
• Base plate should be grouted up beneath with non-shrink grout.
• Anchor bolts should be replaced with genuine hot dip galvanized items, of sufficient

strength. Nuts are to be tightened after grout has cured.

• Masts/poles should be stable enough to support the ADS unit self-weight, as well as

minimizing deflections under wind loading.

Part c1: agreements and contract data c1.2A Ecc3 contract

Airports company south africa contract NO. _________

The supply & installation of ads support infrastructure at ctia, RFQ NO. 73873

c) Bay Indicator Signage specifications

• The weight of the signage is between 5-10 kg.

3.1.5 Location of the works

The site of the Works is situated at the Bravo Apron and Charlie Apron on the airside of Cape Town

International Airport in Western Cape. The site is under the jurisdiction of the Airports Company South

Africa (ACSA). The contractor’s site camp will be situated within ACSA’s premises.

3.1.6 Overview of the works

This contract comprises, inter alia, the following work:

• The establishment on site of facilities for the Contractor and the provision of the necessary

plant, personnel, and equipment.

• Measuring on site to confirm dimensions for the proposed infrastructure, and for setting out of

infrastructure.

• Scanning of the ground for services in proposed routes and trenching for new electrical

sleeves.

• Off-site construction of pre-cast concrete foundations.
• Delivery to site and placement of pre-cast concrete bases on predetermined set-out points.
• Delivery to site and erection of structural steel masts and brackets on predetermined set-out

points.

• Grouting up under concrete bases and steel base plates.
• Localized hand excavation for standard barrier/bollard concrete footings.
• Installation of standard barriers/bollards.
• Scanning of the ground for services in proposed routes for trenching for new electrical sleeves.
• Design, site monitoring, and signoff of concrete bases and associated reinforcement are to be

conducted by a professional Structural Engineer/ Technologist/ Technician directly appointed

by the contractor.

• The removal of plant, equipment and site establishment and final tidying up of the site on

completion of the works,

• The making good of defects in the works

a) Civil Works

• Summary of structural scope

• Bravo 21 - only the ADS unit shall be mounted onto the structural steel pole.
• Bravo 24 - only the ADS unit shall be mounted onto the structural steel pole.

Part c1: agreements and contract data c1.2A Ecc3 contract

Qualifications:

Experience:

2 Name:

Qualifications:

Experience:

3 Name:

1 Available from Engineering Contract Strategies Tel 011 803 3008, Fax 011 803 3009 or see www.ecs.co.za

20 | P a g e

Qualifications:

Experience:

CV's (and further key persons data including

CVs) are appended to Tender Schedule

entitled .

11.2(3) The completion date for the whole of the

works is

11.2(14) The following matters will be included in the

International airport for a period of 18 months.

Contents: No of pages

Part C1 Agreements & Contract Data 25

Part C2 Pricing Data 4

Part C3 Scope of Works 25

Part C4 Site Information 2

Part C5 Annexures 73

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Part C1: Agreements and Contract Data

C1.1: Form of Offer and Acceptance

Part C1 Agreements and Contract Data, (which includes this Form of Offer and Acceptance)

Part C2 Pricing Data

Part C3 Scope of Work: Works Information

Part C4 Site Information

and drawings and documents (or parts thereof), which may be incorporated by reference into the above listed

61 in The hourly rates for Defined Cost of design

Note: Hourly rates are estimated ‘cost to company

of the employee’ and not selling rates.

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Part c2: pricing data

C2.1 Pricing instructions

2.1 The Pricing/Activity Schedules form part of and must be read in conjunction with the entire bid document.

2.2 The Pricing/Activity Schedules form part of and must be read in conjunction with the entire bid document.

2.3 Prices must be quoted in South African Currency (Rands).

2.4 Prices must include for all costs (material, labour, transport etc).

2.5 Bidders must price in accordance with the pricing schedules in the contract document to enable ACSA to

compare priced offers.

2.6 Failure to submit a priced offer using the prescribed schedules will make the bid liable for disqualification.

2.7 Do not leave any area blank in the pricing schedules (e.g. if not applicable (N/A) or included in cost

elsewhere, indicate accordingly).

2.8 Corrections must be countersigned.

2.9 All Provisional Sums, Estimated Quantities and Contingency will be reimbursed against proven costs

upon approval by ACSA representative. Tenderers are reminded that this amount is for illustrative

purposes only and that ACSA will not be under any obligation to expend the full or any portion of this

amount.

2.10 It is assumed that the Main Contractor will subcontract the items with provisional sums, although

subcontracting is not compulsory for this tender. Should the Main Contractor opt not to subcontract any

works, the mark-up allowance will not be applicable.

2.11 Should the Employer decide to instruct the Main Contractor not to proceed with the works related to items

with provisional sums, the contractor will not be entitled to any claims related to these items.

2.12 Should there be any queries regarding the pricing schedule/s, same must be sent in writing via email by

the Query Closure Date.

2.13 Permit costs:

• Permit costs will need to be paid up front by the successful bidder and ACSA will reimburse

against proof of payment.

• No mark-up to be levied on Permit costs.
• All employees will be checked for criminal records.
• Cost for lost permits and new employees will not be reimbursed by ACSA.
• Foreign Nationals will need to provide a valid working permit.

2.14 No cost/mark-up to be levied on items provided by ACSA (e.g. Electricity etc.)

2.15 3rd Party Procured Items/Services:

• VAT shall not form part of mark-up calculations.
• All Discounts to be deducted prior to mark-up
• Price to include delivery to site

2.16 The Bid offer must be inclusive of VAT.

2.17 The VAT portion must be indicated separately

2.18 The professional fees will not be adjusted and are fixed.

2.19 Escalations will not be applicable to these projects.

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C2.1 Pricing assumptions: Option A

Bid Bond: Form of Guarantee (Pro forma Security Bonds and Guarantee)

Pro forma Performance Bond

For use with the NEC3 Engineering and Construction Contract (April 2013)

Guarantor’s reference No.

The Airports Company South Africa SOC Limited

Cape Town International Airport,

Private Bag X9002

Cape Town

7525

Date

2.5 Bidders must price in accordance with the pricing schedules in the contract document to enable ACSA to

2.6 Failure to submit a priced offer using the prescribed schedules will make the bid liable for disqualification.

2.7 Do not leave any area blank in the pricing schedules (e.g. if not applicable (N/A) or included in cost

2.12 Should there be any queries regarding the pricing schedule/s, same must be sent in writing via email by

11.2(3) The completion date for the whole of the 6 months after signing of the contract by ACSA.

works is

11.2(9) The key dates and the conditions to be met Condition to be met key date

are:

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1 Submission of Programme 2 weeks after

signing of the

contract by ACSA.

2 Completion of Design Phase 3 weeks after

signing of the

contract by ACSA.

3 Approval of Health and Safety 1 week after

50.1 The assessment interval is Between the 15th and 22nd day of each successive

month.

51.1 The currency of this contract is the South African Rand.

51.2 The period within which payments are Four (4) weeks after the receipt of the tax invoice.

made is

51.4 The interest rate is The prime rate of interest (calculated on a 365-day

year) charged from time to time by Nedbank Bank of

South Africa for amounts due in Rands; and the

exchange rate published by the South African Reserve

Z1 Interpretation and the law

Z1.1 Add to core clause 12.3: Any extension, concession, waiver or relaxation of any action stated in this

contract by the Parties, the Project Manager, the Supervisor, or the Adjudicator does not constitute a

waiver of rights and does not give rise to an estoppel unless the Parties agree otherwise and confirm

such agreement in writing.

Z1.2 Add the following as a new core clause 12.5:

Z1.2.1 In this contract:

Z1.2.1.1 references to any Party to the Contract include its successors or permitted assigns;

Z1.2.1.2 references to the Contractor include the obligations of its personnel;

Z1.2.1.3 the references to the provisions of any law include such provisions as amended, re-enacted or

consolidated from time to time in so far as such amendment, re-enactment or consolidation applies or

can apply to any works under this Contract;

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Z1.2.1.4 references to this Contract and any deed, Contract or instrument are deemed to include references to

this Contract or such other deed, agreement or instrument as amended, novated, supplemented, varied

or replaced from time to time;

Z1.2.1.5 references to a "person" include a natural person, company or any other artificial person or other

corporate entity, a charity, trust, partnership, joint venture, syndicate, or any other association of

persons;

Z1.2.1.6 references to “month” means a calendar month;

Z1.2.1.7 headings are for convenience only and are not taken into consideration in the interpretation of the

Contract;

Z1.2.1.8 where any number of days is prescribed, those days are reckoned exclusively of the first and inclusively

of the last day unless the last day falls on a day that is not a working day, in which event the last day is

the next succeeding working day;

Z1.2.1.9 any provision in Contract that is or may become illegal, invalid or unenforceable in any jurisdiction is

ineffective to the extent of such prohibition or unenforceability in such jurisdiction and is treated as

severed from the balance of Contract in such jurisdiction, without invalidating the remaining provisions

of Contract in such jurisdiction or affecting it in any other jurisdiction;

Z1.2.1.10 references to any amount means that amount exclusive of VAT, unless the amount expressly includes

VAT;

Z1.2.1.11 the rule of construction that if general words or terms are used in association with specific words or

terms that are a species of a particular genus or class, the meaning of the general words or terms shall

be restricted to that same class shall not apply, and whenever the word "including" is used followed by

specific examples, such examples shall not be interpreted so as to limit the meaning of any word or

term to the same genus or class as the examples given;

Z1.2.1.12 the rule of construction that the Contract is interpreted against or to the disadvantage of the party

responsible for the drafting or preparation of Contract does not apply;

Z1.2.1.13 words and abbreviations that have well known technical or trade meanings are used in the Contract in

accordance with such recognized meanings;

Z1.2.1.14 references to a "subsidiary" or a "holding company" is references to a direct or indirect subsidiary or

holding company as defined in the law of the jurisdiction of the place of incorporation of the company

that has a subsidiary or holding company and "affiliate" is any company that is under common control

with such subsidiary or holding company;

Z1.2.1.15 time is of the essence in the performance of the parties’ respective obligations.

Z2 The Project Manager and Supervisor: add the following at the end of core clause 14.2:

Z2.1 The Project Manager and the Supervisor may take an action which they have delegated.

Z3 Early Warning: add the following at the end of core clause 16.2:

Z3.1 The Contractor ensures that a subcontractor attends risk reduction meetings if its attendance would

assist in deciding the actions to be taken.

Z4 Providing the Works: Delete core clause 20.1 and replace with the following:

Z4.1 The Contractor provides the Works in accordance with the Works Information and warrants that the

results of the Works, when complete, shall be fit for their intended purpose as stated in the Works

Z15 Changes in Law: Add the following clause to secondary option X2 as X2.2:

Z15.1 A change in law is defined as:

Z15.1.1 the adoption, enactment, promulgation, coming into effect, repeal, amendment, reinterpretation, change

in application or other modification after the Contract Date of any law, excluding (i) the enactment of

any bill inside the country, but only if such bill is enacted without any material changes being made to

the contents of such bill from the form published in the Gazette (as defined in the Interpretation Act,

1957. as at the Contract Date, and (ii) any such modification in law relating to any taxes, charges,

imposts, duties, levies or deductions that are assessed in relation to a person’s income

Z15.1.2 any permit being terminated, withdrawn, amended, modified or replaced, other than (i) in accordance

with the terms upon which it was originally granted, (ii) as a result of the failure by the Contractor to

comply with any condition set out therein, or (iii) as a result of any act or omission of the Contractor, any

however other clauses may also use the same data

3. Where a form field like this [ ] appears, data is required to be inserted relevant to the option

selected. Click on the form field once and type in the data. Otherwise, complete by hand and in ink.

21 in The published list of Equipment is the last

Equipment in the published list is Minus %

22 in The rates of other Equipment are: Equipment Size or Rate

Deviations (if any), contact the Employer’s agent (whose details are given in the Contract Data) to arrange the

delivery of any securities, bonds, guarantees, proof of insurance and any other documentation to be provided in

terms of the conditions of contract identified in the Contract Data. Failure to fulfil any of these obligations in

accordance with those terms shall constitute a repudiation of this agreement.

dispute resolution Option W1: Dispute resolution procedure

and secondary Options

X7: Delay damages

X13: Performance Bond

X15: Limitation of Contractor’s

liability for design to

reasonable skill and care

X16: Retention

X18: Limitation of liability

Z: Additional conditions of contract

of the NEC3 Engineering and Construction Contract,

April 2013 (ECC3)

10.1 The Employer is (Name): Airports Company South Africa SOC Limited (reg. no:

1993/004149/06),

e-mail TBC

11.2(13) The works are Refer to Part C3: Description of the Works section in

this contract.

11.2(14) The following matters will be included in the

Risk Register

• Unknown Services
• Availability and accuracy of As Built information

Access to Site (approvals and permits, police

clearance required)

• Tie-in with existing infrastructure.
• Security and guarantee approvals
• Live Operational environment
• Weather conditions
• Statutory approvals and ACSA Approvals
• Site Constraints and Constructability
• The Method Statement
• Notification of compensation events and ACSA

approvals

• Limited project budget
• Payment delays
• Procurement of material or sub-contractors
• Refer to Annexure C5.2 for more risks

11.2(15) The boundaries of the site are Cape Town International Airport

11.2(16) The Site Information is in Part C4: Site Information

11.2(19) The Works Information is in Part C3: Scope of Work section of this contract.

12.2 The law of the contract is the law of the Republic of South Africa

13.1 The language of this contract is English

13.3 The period for reply is Two (2) weeks

2 The Parties’ main

responsibilities

20.1 Access to any information Access date

longer than 3

weeks.

6 Practical Completion 2 months after

signing of the

contract by ACSA.

Defects Liability Period 12 months after

84.1 Contractor provides the insurance stated in The Insurance Clauses which are attached separately

as Annexure C5.8. The insurances are in the joint

names of the Parties and provide cover for events

which are at the Contractor’s risk from the starting date

until the Defects Certificate or a termination certificate

has been issued.

insurance in respect of death of or bodily Injuries and Diseases Act No.

injury to employees of the Contractor

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arising out of and in the course of their

employment in connection with this

contract for any one event is:

9 Termination Applicable as per Section 9 of the NEC3 ECC (April

2013).

A Priced contract with activity schedule Refer to Part 2: Pricing Data section of this contract.

11 Data for Option W1

W1.1 The Adjudicator is (Name) The person selected from the panel of adjudicators

listed in Annexure C1.A of this Contract Data, by the

party intending to refer a dispute to him.

W1.2(3) The Adjudicator nominating body is: The Chairman of the Johannesburg Society of

clauses

X7 Delay damages (but not if Option X5 is

also used)

X7.1 Delay damages for Completion of the 0.05% per day up to the maximum of 10% of the

whole of the works are Contract value.

X13 Performance bond

X13.1 The amount of the performance bond is 10% of the contract value. Pro-forma draft of a

performance bond to be used is attached to the

contract. Refer to Annexure C1.B.

X15 Limitation of the Contractor’s liability Applicable as per Secondary Clause X15

for his design to reasonable skill & care

X16 Retention (not used with Option F)

X16.1 The retention percentage is 5% of the Prices, 2.5% will be released at Completion

of the works and the remaining 2.5% will be released

after the Defects Period.

X18 Limitation of liability

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X18.1 The Contractor’s liability to the Employer Nil – Neither Party is liable to the other for any

for indirect or consequential loss is limited consequential or indirect loss, including but not limited

to: to loss of profit, loss of income or loss of revenue.

X18.2 For any one event, the Contractor’s liability Total of the losses incurred and/or repairs to the

to the Employer for loss of or damage to damages.

the Employer’s property is limited to:

X18.3 The Contractor’s liability for Defects due to Total of the losses incurred and/or repairs to the

his design which are not listed on the damages

X18.4 The Employer’s liability to the Contractor Nil – Neither Party is liable to the other for any

for indirect or consequential loss is limited consequential or indirect loss, including but not limited

to: to loss of profit, loss of income or loss of revenue.

X18.5 The Contractor’s total liability to the The total of the Prices other than for the additional

connection with this contract, other than

excluded matters, is limited to: The Contractor’s total liability for the additional

excluded matters is not limited.

• Defects due to off-site manufacture and fabrication,
• loss of or damage to property (other than the works,

Plant and Materials),

• death of or injury to a person;
• damage to third party property; and
• infringement of an intellectual property right.

X18.6 The end of liability date is As per the Prescription Act.

Z The Additional conditions of contract Z1 to Z24 below.

are

Z9 Quality Management System: add the following as a new core clause 47:

Z9.1 The Contractor implements and maintains a quality management system with the requirements stated in

the Works Information.

Z9.2 Within the period stated in the Contract Data, the Contractor provides the Project Manager with a quality

plan for acceptance. A reason for not accepting the quality plan is that it does not allow for the Contractor

to Provide the Works.

Z9.3 If any changes are made to the quality plan, the Contractor provides the Project Manager with the changes

quality plan for acceptance.

Z9.4 The Project Manager may instruct the Contractor to correct a failure to comply with the quality plan. This

instruction is not a compensation event.

Z10 Assessing the amount due:

Z10.1 Delete the second bullet point of core clause 50.1 and replace with the following: “within thirteen

weeks of termination of this Contract”

Z11 Final assessment: add the following as a new core clause 53:

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Z11.1 The Project Manager makes a final assessment and certifies final payment in accordance with the

Z11.2 An assessment of the final amount due is conclusive evidence of the final amount due under or in

connection with the Contract, unless a Party raises a dispute in relation to the assessment of the final

amount due.

Z11.3 The assessment of the final amount due is changed to include any agreement the Parties reached and/or

a decision of the Adjudicator which has not been referred to the tribunal within four weeks of that decision.

with the Contract.

Z12 Notifying compensation events:

Z12.1 Delete the last sentence in core clause 61.3 and replace with the following: “If the Contractor does

not notify a compensation event within four weeks of becoming aware of the event, he is not entitled to

a change in the Prices, the Completion date or a Key Date and the Employer is absolved from all liability

in relation to such event.”

Z13 Assessing compensation events:

Z13.1 The following is added at the end of core clause 63.4: “the Contractor shall only be entitled to changes

to the Prices, the Completion Date and/or the Key Date if the compensation event affects the critical

path.”

Z14 Termination

Z14.1 Add the following to core clause 91.1, at the second main bullet, fifth sub-bullet point, after the

words “assets or”: “business rescue proceedings are initiated or steps are taken to initiate business

recue proceedings”.

Z16. Delay damages: add the following to secondary Option X7 (if applicable in this contract)

Z16.1 If the amount due for the Contractor’s payment of delay damages reaches the limits stated in this

Contract Data for Option X7, the Employer may, at its sole discretion, terminate the Contractor’s

obligation to Provide the Works.

Z16.2 If the Employer terminates in terms of this clause, the procedures and payment on termination as those

applied for reasons R1 to R15 or R18 stated in the Termination Table under core Clause 90.2.

Z17 Performance Bond

Z17.1 Amend the first sentence of clause X13.1 to read as follows: The Contractor gives the Employer an

unconditional, on-demand performance bond, provided by a bank or insurer which the Project Manager

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and the Employer have accepted, for the amount stated in the Contract Data and in the form set out in

Annexure C1.B of this Contract Data.

2Z17.2 Add the following new clause as Option X13.2: The Contractor ensures that the performance bond

is valid and enforceable until the end of the contract period. If the terms of the performance bond specify

its expiry date and the end of the contract period does not coincide with such expiry date, four weeks

prior to the said expiry date, the Contractor extends the validity of the performance bond until the end

of the contract period. If the Contractor fails to so extend the validity of the performance bond, the

Z18 Limitation of liability: Insert the following new clause as Option X18.6:

Z18.1 The Employer's liability to the Contractor for the Contractor's indirect or consequential loss is limited to

R0.00 (Nil).

Z18.2 Notwithstanding any other clause in this contract, any proceeds received from the security bonds and

guarantees provided by the Contractor in terms of this Contract and any insurances or any proceeds

which would have been received from any insurances but for the conduct of the Contractor shall be

excluded from the calculation of the limitations of liability listed in the contract.

Z19.2 The Employer may, on written notice to the Contractor, cede and delegate its rights and obligations

under this contract to any person or entity.

Z20 Joint and several liability

Z20.1 If the Contractor constitutes a joint venture, consortium or other unincorporated grouping of two or more

persons, these persons are deemed to be jointly and severally liable to the Employer for the

performance of the Contract.

Z20.2 The Contractor shall, within 1 week of the Contract Date, notify the Project Manager and the Employer

of the key person who has the authority to bind the Contractor on their behalf.

Z20.3 The Contractor does not materially alter the composition of the joint venture, consortium or other

unincorporated grouping of two or more persons without prior written consent of the Employer.

Z21 Ethics

Z21.1 The Contractor undertakes:

Z21.1.1 not to give any offer, payment, consideration, or benefit of any kind, which constitutes or could be

construed as an illegal or corrupt practice, either directly or indirectly, as an inducement or reward for

the award or in execution of this contract;

Z21.1.2 to comply with all laws, regulations or policies relating to the prevention and combating of bribery,

corruption and money laundering to which it or the Employer is subject, including but not limited to the

Z21.2 The Contractor’s breach of this clause constitutes grounds for terminating the Contractor’s obligation to

Provide the Works or taking any other action as appropriate against the Contractor (including civil or

criminal action). However, lawful inducements and rewards shall not constitute grounds for termination.

Z21.3 If the Contractor is found guilty by a competent court, administrative or regulatory body of participating

in illegal or corrupt practices, including but not limited to the making of offers (directly or indirectly),

payments, gifts, gratuity, commission or benefits of any kind, which are in any way whatsoever in

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connection with the contract with the Employer, the Employer shall be entitled to terminate the contract

in accordance with the procedures stated in core clause 92.2. The amount due on termination is A1.

Z22 Confidentiality

Z22.1 All information obtained in terms of this contract or arising from the implementation of this contract shall

be treated as confidential by the Contractor and shall not be used or divulged or published to any person

not being a party to this contract, without the prior written consent of the Project Manager or the

information. The Contractor may disclose such information only to the extent required by law and shall

use reasonable efforts to obtain assurances that confidential treatment will be afforded to the information

so disclosed;

Z22.3.3 Information which at the time of disclosure or thereafter, without default on the part of the Contractor,

enters the public domain or to information which was already in the possession of the Contractor at the

time of disclosure (evidenced by written records in existence at that time);

Z22.4 The taking of images (whether photographs, video footage or otherwise) of the works or any portion

thereof, in the course of Providing the Works and after Completion, requires the prior written consent of

the Project Manager. All rights in and to all such images vests exclusively in the Employer.

Z22.5 The Contractor ensures that all his Subcontractors abide by the undertakings in this clause.

Z23 Liens and Encumbrances

Z23.1 The Contractor keeps the Equipment used to Provide the Services free of all liens and other

encumbrances at all times. The Contractor, vis-a-vis the Employer, waives all and any liens which he

may from time to time have, or become entitled to over such Equipment and any part thereof and procures

that his Subcontractors similarly, vis-a-vis the Employer, waive all liens they may have or become entitled

to over such Equipment from time to time.

Z24 Intellectual Property

Z24.1 Intellectual Property (“IP”) rights means all rights in and to any patent, design, copyright, trade mark,

trade name, trade secret or other intellectual or industrial property right relating to the Works.

Z24.2 IP rights remain vested in the originator and shall not be used for any reason whatsoever other than

carrying out the works.

Z24.3 The Contractor gives the Employer an irrevocable, transferrable, non-exclusive, royalty free licence to

use and copy all IP related to the works for the purposes of constructing, repairing, demolishing, operating

and maintaining the works.

Z24.4 The written approval of the Contractor is to be obtained before the Contractor's IP made available to any

third party which approval will not be unreasonably withheld or delayed. Prior to making any Contractor's

such third party on terms no less onerous than the terms the Employer would use to protect its IP.

Z24.5 The Contractor shall indemnify and hold the Employer harmless against and from any claim alleging an

infringement of IP rights (“the claim”), which arises out of or in relation to:

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Z24.5.1 the Contractor’s design, manufacture, construction or execution of the Works;

Z24.5.2 the use of the Contractor’s Equipment, or

Z24.5.3 the proper use of the Works.

Z24.6 The Employer shall at the request and cost of the Contractor, assist in contesting the claim and the

Contractor may (at its cost) conduct negotiations for the settlement of the claim, and any litigation or

arbitration which may arise from it.

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Annexure C1.A: ACSA Panel of Adjudicators

Adv. Mkhululi Duncan Stubbs [email protected] Thulamela Chambers

Adv. Arzhar Bham SC [email protected] Victoria Mxenge

Adv. Mohhamed Chohan SC [email protected] Group One

Adv. Benny Makola [email protected] Group 621

Adv. Vincent Maleka SC [email protected] Thulamela Chambers

Adv. Chris Loxton SC [email protected] Group One

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Annexure C1.B: Form of Guarantee (Pro forma Security Bonds and Guarantee)

Performance Bond – Demand Guarantee for [insert name of Contractor] required in terms of contract

[insert Contractor’s contract reference number or title]

1. In this Guarantee the following words and expressions shall have the following meanings:-

1.1 “Guarantor” means [insert]

1.2 “Guarantor’s Address” means[insert]

1.3 “Contract” means means the construction contract entered into between the Employer

and the Contractor (Contract Reference

No._____________________________________ and such

amendments or additions to the Contract as may be agreed in writing

between the parties.

1.4 “Contractor” means [insert]

1.5 “Employer” means the Airports Company South Africa SOC Limited, a company

registered in accordance with the laws of the South Africa

1.6 “Expiry Date” means the earlier of

• the date that the Bank receives a notice from the Employer

stating that all amounts due from the Contractor as certified

in terms of the contract have been received by the Employer

and that the Contractor has fulfilled all his obligations under

the Contract, or

• the date that the Bank issues a replacement Bond for such

lesser or higher amount as may be required by the Employer.

1.7 “Guaranteed Sum” means [insert]

1.8 “Works” means [insert]

to and including the Expiry Date or the date of payment in full of the Guaranteed Amount, whichever occurs

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first. The Project Manager and/or the Employer shall advise the Guarantor in writing of the date on which

the Certificate of Completion of the Works has been issued.

a. any reference in this Guarantee to the Contract is made for the purpose of convenience and

shall not be construed as any intention whatsoever to create an accessory obligation or any

intention whatsoever to create a suretyship; and

b. its obligation under this Guarantee is restricted to the payment of money.

Amount in total, upon receipt of a written demand delivered to the Guarantor’s Address, stating that the

Contractor is in breach of its obligations under the Contract (without being required to prove the nature

of the breach and the amount claimed. The written demand shall be signed by the Employer and be

accompanied by the original Guarantee.

6. Payment by the Guarantor, in terms of this Guarantee, shall be made within seven (7) calendar days

upon receipt of the Employer’s written demand to the Guarantor.

obligations, do not require any previous notice to or claim against the Contractor, and shall not in any

way be released or discharged or otherwise absolved of liability hereunder by reason of any

arrangement or change in relationship made between the Contractor and the Employer and/or between

the Guarantor and Contractor; nor any alteration in the obligations undertaken by the Contractor or in

the terms of the Contract; nor any indulgence, failure, delay by the Employer as to any matter; nor any

dissolution or liquidation or such other analogous event of the Contractor (whether or not the Guarantor

has notice thereof).

which the Employer may deem fit and the Guarantor shall not have the right to claim his release from

this Guarantee on account of any conduct alleged to be prejudicial to the Guarantor.

demand made in respect hereof by the Employer and shall be made free and clear of and without any

deduction for or on account of any tax or future taxes, levies, imposts, duties, charges, fees, set off,

counterclaims, deductions or withholdings of any nature whatsoever and by whomever imposed. All

charges of the Guarantor related to the issuance or performance of this Guarantee (including, but not

limited to, the negotiation, payment, extension or transfer hereof) shall be borne by the Contractor and

under no circumstances shall be charged to the Employer by the Guarantor.

Guarantee at the Guarantor’s Address.

otherwise unenforceable in any respect neither the legality, validity or enforceability of the remaining

provisions of this Guarantee, nor the legality, validity or enforceability of such provision, under the law

shall in any way be affected or impaired as a result.

SIGNED at ______on Day of 202