5. international standard contract for construction

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International Standard Contract for Construction THIS AGREEMENT is made and entered into on mm dd, 20yy (hereinafter referred to as the "Effective Date") by and between The Employer The Korea International Cooperation Agency (hereinafter referred to as the "Employer") Address Represented by its office: The Contractor, an entity eligible for the Bidding, and has been announced as the Successful Bidder of the International Competitive Bidding held on mm dd, 20yy Name of Company (hereinafter referred to as the "Contractor") Address WHEREAS, the Employer wishes to provide the below-mentioned construction works (hereinafter referred to as the "Works") at the Site in X Country; WHEREAS, the Contractor desires to execute such Works and to arrange other necessary matters to the End-Users in X Country; IT IS HEREBY AGREED based upon the principle of good faith and credit as follows: The both parties have concluded this Agreement identified by Contract ID: Contract No.: Bidding No.: Names of the Project and Host Country:

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International Standard Contract for Construction

THIS AGREEMENT is made and entered into on mm dd, 20yy (hereinafter referred to as the

"Effective Date") by and between

The Employer

The Korea International Cooperation Agency (hereinafter referred to as the "Employer")

Address

Represented by its office:

The Contractor, an entity eligible for the Bidding, and has been announced as the Successful Bidder

of the International Competitive Bidding held on mm dd, 20yy

Name of Company (hereinafter referred to as the "Contractor")

Address

WHEREAS, the Employer wishes to provide the below-mentioned construction works (hereinafter

referred to as the "Works") at the Site in X Country;

WHEREAS, the Contractor desires to execute such Works and to arrange other necessary matters to

the End-Users in X Country;

IT IS HEREBY AGREED based upon the principle of good faith and credit as follows:

The both parties have concluded this Agreement identified by

Contract ID:

Contract No.: Bidding No.:

Names of the Project and Host Country:

For the execution and other arrangements of the Works

Name:

Site:

Scope of the Works: See <Attachment 1>

For the Contract Price of Words [Name of Currency] ([Symbol] Figures )

During the Contract Period from this day to mm dd, 20yy

Under the General Conditions and the Special Conditions, respectively.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly

authorized representatives as of the day and year first written above.

KOICA: Korea International Cooperation Agency

Name

Title

The Contractor:

Name

Title

General Conditions of Contract

1. Definitions

In this Agreement, the following terms shall have the meaning set forth below:

(a) The “Counterparty” or “Agreement” means an individual or juridical person who has entered into

a contract for construction with KOICA.

(b) The “Engineer” means the Employer's staff, supervisor or construction manager appointed by the

Employer to carry out such duties as prescribed in Section 16.

(c) The “Design Document” means the construction work specifications, design drawings and

construction site instructions; provided, however, that, in case of construction works with the

estimated price of not less than 100 million won (excluding such construction works as prescribed in

Sections 18.2.b and 18.2.c), it includes bill of quantities by construction types (including the quantity

of works used to build up makeshift works).

(d) The “Bill of Quantities by construction types” means the sheet comprising of items/accounts of

Works and the specifications, quantity and unit of each item/account, and distributed to bidding

participants following the bidding notice or to the successful bidder after the selection thereof.

(e) The “Price schedules” means the Bill of Quantities provided by the Employer and subsequently

filled up by bidders or the Contractor with unit price, or, in case of a contract ad libitum, a statement

attachment submitted by the time of report of commencement of Works.

(f) The “day” means calendar day, while the expiry date shall be extended to the following business

day in case it falls on a Saturday, Sunday or a holiday.

(g) The “Site” means, where applicable, the place or places stated in the front page of this

Agreement.

(h) “Force Majeure” means storms, floods, earthquakes, war, riot, civil insurrection, fires,

epidemic, quarantine restrictions, freight embargoes, etc. which are beyond the reasonable

expectation of the parties at the time of execution of the Agreement and currently still beyond

reasonable control of the affected party, and could frustrate the purpose of the Agreement.

(i)Other terms, unless otherwise provided in this General Conditions of Contract(GCC), are subject to

the relevant KOICA regulations and implementing rules on procurement and contracting in respect of

the Foreign Grant Assistance Program, KOICA regulation on accounting and the Instructions on the

International Bidding for the Construction Works (hereinafter referred to as "KOICA Regulations",

"KOICA Rules", "Instructions", respectively).

2. Contract Documents

2.1 This Agreement shall consist of Contract Form, Design Document, Technical Specifications,

Instructions, General Conditions of Contract(GCC) and Special Conditions of Contract(SCC) as well

as Price Schedules, and other attachments; in case of conflict among the Contract Documents, the

governing priority shall be firstly special provisions then general provisions in nature.

2.2 The Employer may, in deciding SCC pursuant to Section 2.1, indicate such matters explicitly as

deemed necessary in view of the specific nature of the construction works to the extent not restricting

the contractual interests of the Contractor improperly.

2.3 Notices between the parties shall be deemed to be effective as a part of Contract Documents under

GCC.

3. Language

All the Contract Documents shall be made either in Korean or English; provided, however, that,

should there be any discrepancy or difference between the Korean version and the English one, if any,

the Korean version shall prevail.

4. Notice, etc.

4.1 Oral communications including notification, application, request, demand, reply, approval,

instruction and so on (hereinafter referred to as the "Notice") shall become effective with the

evidential supplement in writing.

4.2 The venue of the Notice shall be the address noted in the contracts, and the change of address shall

be notified immediately to the parties concerned.

4.3 The effect of the Notice shall, unless otherwise provided in the Contract Documents, come into

force upon the receipt of the parties concerned. In such a case, if the date of receipt falls on a holiday,

the Notice shall become effective the next date.

4.4 When the party concerned is requested in writing to respond to something subject to the

provisions of GCC or relevant laws and regulations in the course of performance of contracts, he/she

shall review it and reply in a sincere manner.

4.5 Any notice related with this Agreement shall be i) personally delivered, ii) transmitted by mail, iii)

transmitted via the Electronic Procurement System of the Employer, or iv) transmitted by e-mail,

telex or telefax with answerback or confirmed receipt thereof, to the parties, with the addressee

elected and confirmed in writing each other.

5. Assignment of Claims

The Contractor shall not assign the claims arising out of this Agreement (i.e., claims for Contract

Price) to a third party, nor grant such claims as security for the benefit of a third party, without prior

written consent of the Employer.

6. Contract Deposit, etc.

6.1 The Contractor shall furnish to the Employer i) Contract Deposit to ensure the conclusion and

performance of contract in the amount of 20 percent of the Contract Price, and ii) Maintenance

Security to ensure the maintenance and repair of the Works in the amount of three (3) percent of the

Contract Price, respectively, in a manner as required by the Employer in the form and substance.

6.2 In case that the whole or part of Contract Deposit may be exempted pursuant to the Instructions on

the International Bidding for the Construction Works, the Contractor may cause the Contract Deposit

to be replaced by the letter of undertaking to pay the relevant Contract Deposit.

6.3 In case the contract period is extended pursuant to Section 28, the Performance Security shall be

modified in line with such extended contract period and submitted to the Employer.

6.4 The period of the Contract Deposit shall, from the Effective Date, be no less than 60 days since

the termination date, and, in case of Maintenance Security, from the delivery date no less than 60 days

since the expiry of the Period of Maintenance Liability.

6.5 When the Employer is requested, with respect to the Works, to pay the advance payment to the

Contractor, the Contractor shall submit the Advance Payment Guarantee in a manner as required by

the Employer in the form and substance.

7. Disposal of Contract Deposit

7.1 When the Contractor fails to perform the obligations hereunder without any justifiable ground, the

Employer may revert to itself the proceeds of Contract Deposit and terminate this Agreement.

7.2 In case of the contract for the construction works on a long-term basis, the provisions of Section

7.1 shall apply mutatis mutandis where the Contractor fails to execute the contract for the second

phase construction.

7.3 In case that the letter of undertaking to pay the Contract Deposit is submitted pursuant to Section

6.2, the Contractor shall pay the relevant Contract Deposit in cash without delay upon the request of

the Employer to pay such Contract Deposit on the occasion of confiscating the Contract Deposit.

7.4 In confiscating the Contract Deposit under Sections 7.1 and 7.2, such Contract Deposit shall not

be set off with the unpaid amount of the then performed Works.

7.5 The Contract Deposit furnished by the Contractor shall be returned to the Contractor without

delay upon its request after this Agreement has been completely performed.

8. Construction Period

8.1 The commencement date shall be the earlier one of i) the date when the report of commencement

of Works is submitted to the authorities concerned pursuant to the relevant law of the Host Country,

or ii) the date when civil engineering works start. The report of commencement of Works shall be

submitted within ten (10) dates from obtaining the approval of construction.

8.2 If the Contractor fails to commence the Works on the commencement date without its fault, the

commencement date shall be the date when the Contractor takes over the construction site. In this case,

the Contractor may request the extension of the construction period.

8.3 The completion date shall be the date when the Contractor requires the Employer to inspect the

Works in writing upon completing the Works; provided, however, that it is available only when the

Works finally pass such inspection subject to Section 29.

9. Casualty Insurance for Works

9.1 The Contractor may enter into casualty insurance to insure the subject of this Agreement and the

damages for the benefit of a third party.

9.2 In effecting the casualty insurance pursuant to Section 9.1, the Contractor shall make the

Employer, the Contractor itself, sub-contractor and other interested person of such Works jointly the

insured, and obtain the prior consent of the Employer in case that other person than the Employer

receives the insurance money owing to the occurrence of perils insured.

9.3 The insurance amount for the subject of this Agreement shall be based upon the net Contract Price

(amounting to the Contract Price less VAT and premium plus the price of materials provided by the

Host Country or KOICA. The same shall apply to the following provisions) of the insured part of the

Works.

9.4 The Contractor shall cause the effective period of casualty insurance pursuant to Section 9.1 to be

from prior to the commencement time to the date of turn-over of the Works to the Employer, and

submit the certificate of insurance policy at the time of submitting the report of commencement of

Works.

9.5 The Contractor shall use the insurance money preferably for the recovery the relevant Works in

case that the insurance money is paid owing to the occurrence of perils insured, and shall not delay

nor reject such recovery because the payment of insurance money is delayed or insufficient.

9.6 The Contractor shall, in effecting the casualty insurance, make its right and obligation based on

the insurance contract be succeeded to the joint and several guarantor or a guarantee organization in

case that the joint and several guarantor or a guarantee organization executes the Works on behalf of it.

In case that the new Contractor is elected upon the termination of this Agreement subject to Sections

42 and 43, the previous Contractor shall make its right and obligation based on the insurance contract

be succeeded to the new Contractor.

9.7 In case that there takes place a difference between the premium on the projected price statement

prepared by the Employer or that on the statement of bid quotations submitted by the Contractor, and

the actually paid premium to the insurance company, the Contractor shall not reject the insurance

contract nor demand the settlement of such difference.

10. Altered Status of Site

10.1 The Contractor shall notify the Employer immediately in writing of the occurrence of any of the

following events subsequent to the execution of this Agreement before the state has been altered:

(a) The natural conditions and artificial impediments of the Site which are remarkably different from

the status as prescribed in the Agreement, and make impossible the progress of the Works; or

(b) The natural status of the site which is remarkably different from the generally imposed status in

view of the nature of the Works, and makes impossible the progress of the Works.

10.2 The Employer shall inspect the status quo of the Site regarding Section 10.1 immediately upon

the receipt of the notification of the Contractor and take appropriate measures; provided, however,

that the same shall not apply where the Contractor continues to execute the Works without notifying

the Employer in writing in advance of the altered status of the site.

11. Inspection of Materials

11.1 The materials to be used for the Works shall be in conformity with the quality standard of the

Host Country and brand-new one, and their quality, specification, name of item, etc shall be identical

with those in the Design Document. However, what has not been explicitly described in the Design

Document shall be brand-new one above the standard model and the most appropriate one to attain

the purpose of the Agreement.

11.2 The Contractor shall certainly cause the samples, catalog and so forth to be inspected by the

Employer or the Engineer designated by it prior to using the materials, and the materials which fail to

pass the inspection shall be immediately replaced with the new one and inspected again.

11.3 The materials which is determined as off-grade in the inspection subject to Section 11.2 shall not

be used for the Works; provided, however, that, in case of the objection of the Contractor against the

inspection under Section 11.2, the Contractor may demand the reinspection of the materials. When

such reinspection is deemed necessary, the Employer shall make arrangements for their reinspection

without delay except in an unavoidable situation.

11.4 When the Employer is requested by the Contractor to inspect the materials to be used for the

Works or to do reinspection under Section 11.3, the Employer shall not delay the inspection without

any justifiable reason.

11.5 In case the Contractor would not immediately transport or replace the off-grade materials, the

Employer may remove or replace such off-grade materials at the expense of the Contractor.

11.6 The Contractor shall bear the cost incurred for the inspection of materials, and shall not demand

the extension of the contract period on account of the inspection or reinspection.

11.7 In case that a test or assembly of materials is required, the Contractor shall cause such test or

assembly to be conducted at the presence of the Employer.

11.8 In executing the Works sunken underwater or buried underground, or uncapable of inspection

from outside after completion, the Contractor shall do the job at the presence of the Engineer;

provided, however, that subject to the prior written consent of the Engineer in case of employing

photographs, video tapes, etc. to examine the construction method, the Contractor may do so without

the Engineer's presence.

11.9 When the Contractor executes the Works in breach of the conditions as prescribed in Sections

11.1 through 11.7 or not in conformity with the Design Document, the Employer may demand the

Contractor to replace or reconstruct then performed Works.

11.10 In case of Sections 11.2 through 11.8, it is not allowed to adjust the contract price or extend the

contract period; provided, however, that the contract period may be extended for the period required

for the reinspection only when the reinspection pursuant to Section 11.3 proves the materials fit and

proper for the Works.

12. Safety of Works

12.1 The Contractor shall conduct the sufficient investigation on the safety of Works to prevent

industrial perils, and take the best necessary measures including the installation of safety facilities and

insurance, etc. (hereinafter referred to as the "Safety Cost"). The contract price hereunder includes the

Safety Cost.

12.2 The Contractor shall use the Safety Cost subject to the regulations regarding construction and the

laws regarding the safety and public health of the Host Country. the Employer may deduct the amount,

which was used for a different purpose or not used at all for any purpose, at the time of settlement

upon the completion of the Works.

13. Insurance and Casualty Compensation

13.1 The Contractor shall make the probable accidents to human resources, put to work for the

performance of this Agreement, insured at its cost, which is included in the Contract Price.

13.2 The Contractor shall submit to the Employer a copy of insurance certificate giving evidence of

the insurance contract for the human resources put to work for the performance of the Works prior to

their detachment.

13.3 The Contractor shall be totally liable, regardless of civil or penal liability, for the illness, injury,

death and other loss of the Contractor's employees, the Employer's staff and a third party, and

responsible for the matters in the capacity as such an employer or sponsor as prescribed in the labor

law, industrial casualty compensation insurance law of the Host Country.

14. Contractor's Representative

14.1 The Contractor shall, prior to the commencement of the Works, station qualified construction

engineers (such qualified persons as required by the relevant laws of the Republic of Korea or the

Host Country) as required by the Employer on the Site, and, after electing one of them as the

Contractor's Representative on the Site, shall notify the Employer thereof.

14.2 The Contractor's Representative of Section 14.1 shall station itself continuously on the Site in

conformity with the relevant laws of the Host Country, and represent the Contractor in all respects of

executing the Works subject to the Contract Documents and the instructions of the Engineer, dealing

with keeping order of the Site and other matters related with the Works

14.3 In case that the Employer or the Engineer demands the replacement of the Contractor's

Representative appointed under Section 14.1 claiming that the Contractor's Representative is

incapable of the Works on account of weak physical conditions, insufficient capability and so on, the

Contractor shall, without delay, respond to it except otherwise asserting justifiable reasons not to

replace him.

15. On-site Laborers

15.1 The Contractor shall recruit laborers equipped with skills and experiences necessary for the

execution and management of the Works, and be accountable for activities of such laborers.

15.2 In case that the Employer demands the replacement of the laborer recruited by the Contractor,

who is deemed unsuitable for the execution and management of the Works, the Contractor shall

immediately replace such laborer, and never recruit such laborer again for the execution and

management of the Works without the consent of the Employer.

15.3 The Contractor shall cause the Works undertaken by it to be executed properly in conformity

with the construction related laws and the social security act of the Host Country, and any measures

for the construction workers shall be taken at the cost and responsibility of the Contractor.

16. The Engineer

16.1 To secure the appropriate execution of the Works, the Employer shall supervise such Works by

itself or appoint the Engineer who will carry out the following duties on behalf of the Employer, and

the Contractor shall cooperatively observe the instructions and supervision of the Works conducted by

the Employer and/or its Engineer:

(a) To supervise and attend the overall Works;

(b) To do instructions, approval or advisory recommendations to the Contractor in performing the

Agreement;

(c) To attend the inspection or test of the materials and execution of the Works;

(d) To attend and confirm the inspection of performed or completed part of the Works, or the delivery

of the subject matter of the Works;

(e) To comply with the provisions on duty of care provided in the relevant laws on construction

technology management of the Host Country and prescribed in GCC; and

(f) Other matters delegated by the Employer with respect to the supervision of the Works.

16.2 When the Employer appoints the Engineer pursuant to Section 16.1, the Employer shall

immediately give notice to the Contractor of such appointment.

16.3 The Engineer shall exempt, reduce or increase the duties and responsibility of the Contractor

without the approval of the Employer.

16.4 In case that the instruction or decision of the Engineer is deemed in violation of the provisions of

GCC or improper to the performance of the Agreement, the Contractor may immediately require the

Employer to take necessary measures by describing its ground.

16.5 The Employer shall take the necessary measures within 14 days from the request for corrective

measures under Section 16.4.

16.6 The Contractor shall submit to the Engineer the copy of any document to be submitted to the

Employer.

17. Commencement of Works and Progress Report

17.1 The Contractor shall commence the Work in accordance with the Contract Documents, and, at

this juncture, submit to the Employer the report on the commencement of Works including the

following documents:

(a) Report appointing the construction engineers under the framework law and regulations on

construction of the Host Country;

(b) Programme or the projected schedule of the Works;

(c) Plan for the management of security, environment and quality of the Works;

(d) Plan for the use of laborers, and equipment and material by projection;

(e) Photographs of the Site just before the commencement of Works; and

(f) Other matters instructed by the Employer.

17.2 When the change of documents, which have been submitted under Section 17.1, is necessary

owing to the modification of designs or any other provisions of the Agreement in the midst of

performing the Agreement, the Contractor shall submit the modified documents subject to the

approval of the Employer.

17.3 In case that the modification of documents submitted under Sections 17.1 and 17.2 is deemed

necessary, the Employer may request the Contractor to modify such documents.

17.4 The Employer may request the Contractor to submit the progress report on the Works performed

by month within 14 days of the following month by clarifying the following matters, and the

Contractor shall respond to it;

(a) The rate of progress of the Works by month and performed Contract Price;

(b) The status quo of laborers, equipment and materials;

(c) Any modification of the Agreement and the Contract Price;

(d) Photographs describing the progress of the Works on the Site;

(e) Other matters instructed by the Employer.

17.5 In case that the completion of the Works is deemed impossible by the prescribed time because of

delayed progress of the Works, the Employer may request the Contractor to take necessary measures

how to recover the progress of the Works apart from the monthly reports prescribed in Section 17.4.

18. Modification of Design, etc.

18.1 The modification of design shall be allowed in any of the following cases:

(a) There is ambiguity, omission, error or discrepancy in the Design Document;

(b) There is difference between the status quo of the Site including terrestrial condition and waters,

and the Design Document;

(c) There is expectation of such significant effects as saving of construction costs and acceleration of

construction period and so on by adopting brand-new technology and method of construction;

(d) Other cases where the Employer deems it necessary to modify the Design Document.

18.2 The modification of design pursuant to Section 18.1 shall not include the following items;

(a) The Price Schedules of the Works whose contract has been executed by means of bidding for the

projected Contract Price under 100 million won;

(b) The Price Schedules of the Works whose contract has been executed as a contract ad libitum;

(c) The Price Schedules of the Works whose alternative has been adopted as a result of consideration

of the comprehensive bidding, project by means of executed design and/or performance bidding and

the alternative bidding.

18.3 The modification of design pursuant to Section 18.1 shall be completed before executing the part

of the Works which necessitates such modification of design; provided, however, that, in case that it is

deemed necessary to execute the Works in emergency because of expected downgrade of quality and

others as a result of delayed progress of the Works, the Employer shall make clear the timing of the

modification of design in consultation with the Contractor, and may allow the Contractor to execute

the Works even before such modification of design.

19. Modification of Design owing to Errors, etc. of Design Document

19.1 When the Contractor finds the ambiguity, omission, error or discrepancy in the Design

Document while executing the Works, the Contractor shall notify the Employer of such fact by

describing the details in writing via the Engineer before executing the part of the Works in need of the

modification of design.

19.2 Upon receiving the notice stated in Section 19.1, the Employer shall take necessary measures so

that the Works may be executed in a proper manner, including the modification of design by means of

any of the followings:

(a) To decide, in case that there is ambiguity in the Design Document (thereby unable to confirm the

method of construction and materials to be used), whether the modification of design is necessary on

the basis of matters confirming the method of construction and materials to be used in accordance

with the original Design Document after considering the opinion of the original designer, the

statement of unit price schedule or the calculation of quantities prepared by the Employer;

(b) To supplement, in case that there is omission or error, the Design Document to secure the

operation and security of the Works after examining such fact;

(c) To conform the Bill of Quantities to the drawings and specifications in case that such drawings

and specifications are consistent but different from the Bill of Quantities; or

(d) To conform the Bill of Quantities to the confirmed drawings or specifications in case that the

drawings and specifications are inconsistent each other, and the Bill of Quantities is different from

such drawings or specifications, after confirming the drawings or specifications so as to ensure the

best execution of the Works.

19.3 The provisions of Sections 19.2(c) and 19.2(d) shall not apply to the Works pursuant to Section

18.2; provided, however, that, in case of the Works pursuant to Section 18.2, the drawings and

specifications are inconsistent each other, the provisions of the relevant laws and regulations, and

bidding-related documents shall decide the priority.

20. Modification of Design owing to Discrepancy between the Status Quo of Site and Design

Document

20.1 When the Contractor finds that the status quo of the Site including terrestrial condition, waters,

burials, etc. is quite different from the Design Document while executing the Works, the Contractor

shall immediately notify the Employer of such fact by describing in writing via the Engineer how the

status quo of the Site is different from the Site based on the Design Document.

20.2 The Employer shall notify the Contractor in respect of the modification of design in

consideration of the opinion of the Engineer and others after requesting the Engineer to investigate the

Site upon the receipt of the notification pursuant to Section 20.1 and to submit his/her opinion on

whether the modification of design is necessary.

21. Modification of Design owing to New Technology and New Method of Construction

21.1 When the Contractor deems new technology and method of construction (including the

technology and method of construction, and equipment and materials, etc. with the identical functions

and effects and above with the design produced by the Employer. The same shall apply to the

following provisions) having a remarkable effect on saving the construction cost and shortening the

construction period, etc., the Contractor may request the Employer of the modification of design in

writing via the Engineer with the following attachments:

(a) Detailed explanation regarding such suggestion;

(b) The price schedules regarding such suggestion;

(c) The projected schedule of the Works modified in line with Section 17.1(b);

(d) The probable effect for the saving of construction cost and acceleration of construction period; and

(e) Other references.

21.2 In case of the request of the modification of design pursuant to Section 21.1, the Engineer shall

notify the Employer of his/her opinion regarding such request. The Employer shall notify the

Contractor of the result of consideration of the opinion of the Engineer and others.

21.3 When the request pursuant to Section 21.1 has been approved, the Contractor shall without delay

submit to the Employer via the Engineer detailed drawings for the Works to be executed by adopting

such new technology and method of construction.

21.4 The Contractor shall not raise objection against the decision by the Employer pursuant to Section

21.2, and the Contractor shall not claim to the Employer the expenses incurred for the development of

the new technology and method of construction, as well as the expenses for the execution of the

Works based on the design modified in line with the new technology and method of construction in

case that it is proved impossible to execute the Works by means of such new technology and method

of construction.

22. Modification of Design owing to KOICA's Necessity

22.1 In case that the Employer deems it necessary to modify the design on account of the followings,

the Employer may notify the Contractor thereof in writing:

(a) The need of additional Work accompanied by the modification of part of the Works;

(b) The removal of specified trade of the Construction Works;

(c) The modification of the programme;

(d) The modification of method of construction; and

(e) Other modification for the proper performance of the Works.

22.2 The Employer shall notify the Contractor of the modification of design pursuant to Section 22.1

with the following attachments; provided, however, that, in case of the impossibility to prepare for the

modified design, the Employer may notify the Contractor of the outline of such modified design:

(a) The outline of the modified design;

(b) The modified drawings and specifications of Works; and

(c) Other necessary documents.

22.3 Upon receiving the notice prescribed in Section 22.1, the Contractor shall notify the Employer of

whether such modified design is executable (if it is deemed impossible, the reasons and evidential

data shall be attached) in writing via the Engineer.

23. Additional Measures following Modification of Design

23.1 In case of the modification of design pursuant to Section 18.1, the Employer shall listen to the

opinion of the original designer to make the scope of responsibility arising out of defects clear insofar

as such modified design is related with the security of the Works owing to the structural change.

23.2 In case of the modification of design pursuant to Section 22, the Employer may have the

Contractor submit the followings via the Engineer, and, in such a case, the Contractor shall respond to

it:

(a) The modified programme of the relevant type of Works;

(b) The modified drawings and detailed drawings of the relevant type of Works;

(c) The Contract Price and period in need of adjustment; and

(d) Other matters which influence the process of the Works.

23.3 In case that the Contractor modifies and submits the original drawings and detailed pursuant to

Section 23.2.b, the Employer may pay, in consultation with the Contractor, the expenses incurred for

such modification to the extent not exceeding the actual cost.

24. Adjustment of Contract Price subject to Modification of Design

24.1 Once the Agreement is executed, the Contractor shall not demand to adjust the Contract Price or

reject to perform the Works on ground of not knowing the conditions of the contract.

24.2 In case that the modification of design results in the increase or decrease of the volume of Works

owing to the change of construction method and materials to be used, the Employer shall adjust the

Contract Price on the basis of any of the followings:

(a) The unit price of such increased or decreased volume of Works shall be the unit price under the

contract; provided, however, that, in case of the unit price under the contract higher than the projected

unit price with increased volume, the unit price applicable to such incremental volume shall be the

projected unit price; or

(b) The unit price for the item not existing in the price schedules (applicable to the same kind of item

of different function or specification, and hereinafter referred to as the "New Item") shall be the

amount of the unit price derived from the modification of design (at the time when the Employer

confirm the modified drawings in case of the required modification of design, or at the time when

both parties agree in writing on the modification of design in no need of such modification) multiplied

by the ratio of successful tender price (meaning the ratio of the successful tender price or the Contract

Price against the projected price. The same shall apply to the following provisions).

24.3 In case that the Employer demands the modification of design (applicable to where there is no

fault on the part of the Contractor), the increased volume or the unit price of the New Item shall,

notwithstanding Section 24.2, be subject to the consultation between the Employer and the Contractor

within the scope of the amount which shall be the unit price calculated at the time of modification of

design multiplied by the ratio of successful tender price.

24.4 In case of the modification of design pursuant to Section 21, the amount equivalent to 30 percent

of the relevant savings shall be reduced from the Contract Price.

24.5 The proportional costs (including indirect labor cost, industrial casualty insurance premium,

industrial security and health management cost), and general and administrative expenses and profits

against the incremental Contract Price pursuant to Sections 24.2 and 24.3 shall be based on the rate of

such proportional costs, and the rate of general and administrative expenses and profits as specified in

the price schedules, but shall not exceed the rate as specified in the relevant laws and designated by

the Minister of Finance and Economy of the Republic of Korea.

24.6 In case that the Employer intends to increase the Contract Price pursuant to Section 24.2, which

has been successfully awarded with below 86 percent of the projected price, and when the adjusted

incremental amount is more than 10 percent of the initial Contract Price, the Employer shall obtain the

approval of the President of KOICA.

24.7 In case that the unit price of a part of type of Works is prepared by way of the aggregate sum

(hereinafter referred to as the "One-set Unit Price") rather than classified and prepared in terms of

detailed type of Works, the Contract Price shall be adjusted pursuant to Sections 24.2 through 24.6 if

the components of the One-set Unit Price have been altered by the change of design drawings or

specifications.

24.8 In case that the Contract Price is adjusted pursuant to Sections 24.2 through 24.7, the Employer

shall adjust the Price Contract within 60 days from the date of the request for such adjustment. When

the delay of the allotment of budget or other adverse situation is expected, the Employer may extend

the adjustment period in consultation with the Contractor. In case of being alloted insufficient budget

enough to adjust the Contract Price, the Employer may pay the consideration by reducing the volume

of Works, etc.

24.9 If the Employer could find that the Contractor has requested pursuant to Section 24.8 for the

adjustment of the Contract Price improperly, the Employer shall without delay take corrective

measures i.e., demanding necessary modifications. In such a case, the period from the date when the

Contractor is requested of such modifications to the date when the Employer is notified of such

modifications shall not be included in the period as specified in Section 24.8.

25. Modification and Suspension of Works

25.1 The Employer may, if necessary, demand the Contractor to change, or add something to, the

Works or to suspend the whole or part of Works in writing. In case that, by doing so, it is deemed

necessary to extend or shorten the construction period, or to increase or decrease the Contract Price,

the Employer shall adjust the Contract Price in consultation with the Contractor.

25.2 In case that the Contractor is in violation of the Agreement and GCC, the Employer may order

the Contractor to suspend the Works and to withdraw the Contractor's personnel and employees from

the Site. As for the delay of the Works or other matters arising out of the preceding incident, the

Contractor shall not demand the Employer to extend the construction period or adjustment of the

Contract Price.

25.3 The Contract Price for the Works which have been added by the instruction of the Employer

shall be adjusted subject to consultation between the Employer and the Contractor.

26. Emergency Measures

26.1 When it is deemed necessary to prevent casualties during the construction period, the Contractor

shall take necessary measures in advance taking advice from the Engineer.

26.2 The Engineer may demand the Contractor to take emergency measures orally or in writing on

account of preventing casualties or executing the Works. In such a case, the Engineer shall

supplement such oral demand with written formalities.

26.3 Upon receiving the demand pursuant to Section 26.2, the Contractor shall immediately respond

to it; provided, however, that, at the reluctance of the Contractor, the Employer may have a third party

take emergency measures over the transom at the cost of the Contractor.

27. Delay Damages

27.1 If the Contractor fails to complete the Works until the time for completion stated in the

Agreement (meaning the date of submitting the completion report), the Contractor shall pay the

amount in cash, calculated by multiplying the Contract Price by the rate of delay damages, as

specified in the Agreement, for the number of days delayed (hereinafter referred to as the "Delay

Damages").

27.2 When the Employer deems the delay has been caused by any of the followings, the

corresponding days shall be excluded from the days delayed:

(a) Force Majeure incidents as prescribed in Section 34;

(b)Impossibility to execute the Works because the supply of essential equipment and materials

irreplaceable by the Contractor has been delayed by the events imputable to the Employer;

(c) Delay of commencement of Works or suspension of construction caused by the events imputable

to the Employer; or

(d) Other delays of Works caused by the events unimputable to the Contractor.

27.3 The Employer shall calculate the number of days delayed under Section 27.1 on the following

manner:

(a) When the Contractor has submitted the completion report until the completion date, the period of

time consumed for the inspection of the Works pursuant to Section 29 shall not be included in the

days delayed; provided, however, that, in case of the corrective measures taken under Section 29.3

after the completion date, the period from the day of corrective measures to the day when it has finally

passed the inspection on completion (In case that the period of inspection exceeds such period as

prescribed in Section 29, such period shall be the maximum. The same shall apply in the following

provisions.) shall be included in the days delayed.

(b)When the Contractor has submitted the completion report past the completion date, the period from

the next day following the completion date to the day when it has finally passed the inspection on

completion (In case of the corrective measures, the final inspection of completion shall apply) shall be

included in the days delayed.

27.4 The Employer may set-off the Delay Damages pursuant to Section 27.1 from the consideration of

the Works to be paid to the Contractor.

27.5 When the Employer has used a whole or part of the Works pursuant to Section 32, the

corresponding portion of price shall be deducted from the Contract Price.

27.6 When the Delay Damages arising out of the non-performance of the Contractor have reached the

amount corresponding to the Contract Deposit set forth in Section 6, the Employer may terminate the

Agreement and revert such deposit to the Employer.

28. Extension of Contract Period

28.1 In case that any of the events specified in Section 27.2 takes place during the initial contract

period, the Contractor shall, without delay, request to the Employer in writing the extension of the

contract period via the Engineer with the modified schedule of the Works against the schedule set

forth in Section 17.1.b.

28.2 When the Employer is notified of the request for the extension of the contract period stated in

Section 28.1, the Employer shall immediately make investigation into such an event and take such

necessary measures as the extension of the contract period to facilitate the performance of this

Agreement.

28.3 When the Employer approves the extension of the contract period stated in Section 28.1, the

Delay Damages set forth in Section 27 shall not be levied during the extended period.

29. Inspections

29.1 Upon completing the Works, the Contractor shall notify the Employer of the fact in writing e.g.,

the completion report, and request the inspection thereof.

29.2 When the Employer receives the notification set forth in Section 29.1, the Employer shall, within

20 days from such notification, inspect the performance of the Works in the presence of the

Contractor on the basis of the Agreement, drawings, completion report and other documents; provided,

however, that, in case of Force Majeure, the inspection might be extended during the period of Force

Majeure and three(3) days after its extinction.

29.3 When the Employer finds the whole or part of performed Works in breach of the Agreement or

in an improper state during the inspection set forth in 29.2, the Employer shall cause the Contractor to

take necessary corrective measures, and thereafter to undergo the inspection again. In this case, the

period as prescribed in Section 29.2 shall begin from the day when the Contractor notifies the

Employer of the Works corrected.

29.4 In case that the contract period is extended pursuant to Section 29.3, the Employer shall cause

the Delay Damages levied against it pursuant to Section 27.

29.5 The Contractor shall attend, and cooperate in, the inspection of the Works pursuant to Section

29.2. Sections 29.3 and 29.4 shall apply mutatis mutandis to the delay which was caused by the

Contractor's rejection to attend or reluctance to cooperate in the inspection.

29.6 Upon finishing the inspection, the Employer shall, without delay, notify the Contractor of the

result thereof. In this case, the Contractor may request the reinspection when the Contractor has an

objection to the inspection, and the Employer shall respond to it insofar as there proves to be

justifiable reasons for such reinspection.

29.7 When the Contractor is notified of the completion of inspection pursuant to Section 29.6, the

Contractor shall remove immediately all construction facilities, surplus equipment and materials,

wastes and make-shift structures from the Site and keep the Site in order.

30. Taking-over

30.1 After notifying the inspection has been finished pursuant to Section 29.6, the Employer shall

issue the taking-over certificate of the Works, and take over the Works upon the request of taking-

over.

30.2 In case that the Contractor requests the Employer to take over the Works, the Employer shall

cause the Contractor to submit the statement at completion with the following items attached thereto,

if deemed necessary in view of the construction size, etc.:

(a) Five (5) copies of each photograph (10"x15") of the front, back and side of the completed Works

and their original films or digital files thereof;

(b)Five (5) copies of video tape (VHS) taken during the inspections as set forth in Section 29; and

(c) The completion report containing the administrative process from the commencement to

completion, participating engineers, participant companies, etc.

31. Cooperation with Related Works

In case that there is other related works under progress, the Contractor shall cooperate with best

efforts for the execution of such related works and other jobs for such related works to make progress.

32. Partial Use

32.1 Prior to taking over the Works, the Employer may use the whole or part of the Works with the

consent of the Contractor.

32.2 In case of Section 32.1, the Employer shall conduct its duty of care as a good faith administrator

for the Works used by it.

33.3 The Employer shall hold the Contractor harmless and bear corresponding costs in case that such

use as stated in Section 32.1 has caused damages to the Contractor or increased the expenses incurred

by the Contractor.

33. Damages

33.1 The Contractor shall indemnify the Employer, the Employer's personnel or a third party for all damages and losses arising out of its willful act or negligence in respect of any contracted construction work and the Works.

33.2 The damages and losses stated in Section 33.1 which have proved to be attributable to the Employer's willful act or negligence shall be assumed by the Employer.

33.3 In case that the Contractor's sub-contractor has caused damages and losses to the Employer, the Employer's personnel or a third party out of its willful act or negligence in respect of any sub-contracted construction work and the Works, the Contractor shall indemnify them for such damages and losses jointly and severally with the sub-contractor.

33.4 In case of the Works insured by the casualty insurance stated in Section 6, what has been assumed by the Contractor or the Employer pursuant to Section 33.1 and 33.2 shall be the portion exceeding the amount covered by such casualty insurance.

34. Force Majeure

34.1 The damages and losses caused by Force Majeure to the performed part of Works inspected

pursuant to Section 29 shall be assumed by the Employer, and the other part shall be assumed subject

to the consultation between the Employer and the Contractor.

34.2 When the damages and losses caused by Force Majeure as stated in Section 34.1 during the

period of executing the Agreement, the Contractor shall without delay give notice to the Employer of

such event. Upon receiving the notice, the Employer shall immediately investigate such event and

confirm the damages and losses before notifying the Contractor of the result thereof. In this case, the

Employer may take the opinion of the Engineer into account.

34.3 When the consultation stated in Section 34.1 fails to occur, it shall be subject to Section 54.

35. Remedying Defects

35.1 The Contractor shall remedy all defects or damage arising out of the Works during the period

from the earlier of the day taking over the whole Works or the day of inspection on completion to the

day specified in the Agreement (hereinafter referred to as the "Period of Maintenance Liability"). In

addition, if the occurrence of such defects or damage, or the request of remedying such defects or

damage takes place during the Period of Maintenance Liability, the Contractor shall remedy such

defects or damage at its own responsibility and cost after the Period of Maintenance Liability expires.

35.2 Upon receiving the notice of request to remedy defects or damage, the Contractor shall

immediately remedy such defects or damage, and submit the report to the Employer describing the

causes of such defects or damage and corresponding measures thereof.

35.3 When the Employer demand to remedy or repair the defects or damage occurring during the

Period of Maintenance Liability, the Employer shall without delay respond to such demand; provided,

however, that the Employer may remedy or repair such defects or damage directly by using the

maintenance security, or demand the costs incurred by a third party performing the job on behalf of

the Employer.

36. Maintenance Guaranty

36.1 The Contractor shall pay the amount as specified in the Agreement to ensure the remedy or

repair of defects or damage of the Works (hereinafter referred to as the "Maintenance Guaranty"),

amounting to the Contract Price (or the adjusted price in case of adjustment of the initial Contract

Price) multiplied by the ratio of maintenance guaranty, in the manner as prescribed by the Employer.

36.2 In case that the Contractor would not respond to the demand of the Employer to remedy or repair

as stated in Section 35.1 during the Period of Maintenance Liability, the Maintenance Guaranty stated

in Section 36.1 shall be reverted to the Employer.

36.3 When the Employer finishes the final inspection at completion within 14 days from the expiry

date of the Period of Maintenance Liability, the Employer shall issue a certificate of remedy

completion to the Contractor.

36.4 The responsibility and liability of the Contractor ceases to exist from the date of the certificate of

remedy completion pursuant to Section 36.3.

37. Assumption of Costs and Expenses

37.1 The costs and expenses, incurred for using waters, electricity, fuel and other utilities, accrued

during the execution of the Works until the date of taking-over certificate shall be assumed by the

Contractor.

37.2 The administrative expenses necessary for the completion of buildings and other structures set

forth in the relevant laws of the Host Country shall be borne by the Contractor at its cost and

responsibility.

38. Special Responsibility

The Employer may set forth a special condition which requires the Contractor to be liable for the

defects or damage not discovered during the inspection set forth in Section 29, when it is deemed

necessary in accordance with the characteristics of the Works and the relevant provisions of the

relevant laws even though the certificate of remedy completion has been issued pursuant to Section

36.3.

39. Handling of Excavations

39.1 All fossils, coins, articles of value and other remains or items of geological or archeological

interest found on the Site shall be treated and disposed of as stated in the relevant laws and regulations.

39.2 When the Contractor has found such remains or items set forth in Section 39.1, the Contractor

shall give notice immediately to the Employer of the fact, and follow the instruction of the Employer,

and further, in handling such remains or items, take all appropriate precautions to keep them from

damage.

40. Approval of Sub-Contract, etc.

40.1 The Contractor shall not delegate or sub-let the whole or part of the Works to a third party

without the prior approval of the Employer.

40.2 In case of the sub-let pursuant to Section 40.1, the obligation of the Contractor under the

Agreement shall not released.

40.3 When the Contractor intends to sub-let the contracted Works to a third party, the Contractor shall

do so subject to the relevant laws and regulations including the framework act on construction

industry and the fair trade act on sub-let transactions of the Republic of Korea and the Host Country,

and comply with the relevant laws and regulations of the Republic of Korea and the Host Country

concerning the election of a sub-contractor, execution and performance of the sub-contract, and

payment of sub-contract price.

40.4 In case that the Employer finds a significantly inappropriate sub-contractor executing the Works,

the Employer may demand in writing the Contractor of the replacement of such a sub-contractor or

the modification of the sub-contract describing the reasons within 30 days from the date of notifying

of such sub-contract or knowing such reasons, and the Contractor shall immediately respond to such

demand.

41. Direct Payment to Sub-Contractor

41.1 When the direct payment of sub-contract amount be required, of the sub-contracts executed by

the Contractor, by the relevant laws and regulations including the fair trade act on sub-let transactions

and the framework act on construction industry of the Republic of Korea and the Host Country, the

Employer may make direct payment of the sub-contract amount to the sub-contractor for the portion

of the Works executed by such sub-contractor.

41.2 When the Employer has made direct payment of the sub-contract amount to the sub-contractor

pursuant to Section 41.1, the obligation of the Employer to pay the Contract Price to the Contractor

shall be deemed to be discharged to the extent that the Employer has paid to the sub-contractor.

42. Representations and Warranties

The Contractor, unless otherwise provided in SCC, hereby represents and warrants that:

(a) It was established in the eligible country, and has full legal power to enter into and perform this

Agreement and good capacity to do business;

(b) It has obtained the government approval, consent and authorizations, if any, necessary to execute

the Works;

(c) It has conducted in a sincere manner such administrative process in oder to perform this

Agreement including pre-qualification required by the Employer;

(d) It has warranted the quality of the Works, and re-construction or refund, if applicable, in case of

the Works with some defects;

(e) It has guaranteed the stated price is not higher than the regular price;

(f) It will not pay the expenses to perform its obligations hereunder out of country exceeding the

Contract Price hereof;

(g) It shall waiver its sovereign immunity, if applicable, even though it is a state-owned company of

the Host Country.

43. Covenants

The Contractor, unless otherwise provided in SCC, hereby covenant to the Employer, to the extent

that this Agreement applies, that:

(a) It shall not employ any fraudulent, deceptive and corrupt manner in executing the Works;

(b) It shall not make any sub-contract with a third party without prior written consent of the Employer;

(c) It shall not assign its contractual status, rights and obligations to a third party without prior written

consent of the Employer;

(d) It shall pay taxes, duties, assessments and governmental charges related with the Works when due;

and

(e) It shall report to the Employer immediately any event or incident that may materially affect the

performance hereof.

44. Events of Default and Claim for Damages

44.1 In the event that the Contractor fails to observe or comply with its obligation hereunder including

any representation, warranty or covenant made by the Contractor hereunder, in particular, with respect

to non-bribery and integrity, or meet any reasonable request of the Employer, it shall be deemed to

constitute breach of contract.

44.2 The Contractor shall be liable to the Employer for any loss, actual damages and/or

special damages, incurred by the Employer arising out of the events stated in Section 44.1.

45. Termination Owing to Contractor's Fault

45.1 The Employer may, without prejudice to any other remedy for breach of Contract, terminate the

whole or part of this Agreement if any of the followings takes place; provided, however, that, in case

of Section 45.1c, the Employer shall terminate the whole Agreement:

(a) The Contractor fails to commence the Works past the commencement date agreed upon;

(b) The Contractor is deemed to fail, or unlikely, to complete the Works until the date for completion

owing to its own fault;

(c) The delay damages stated in Section 27.1 have reached the amount equivalent to the Contract

Deposit or 10 percent of the Contract Price of this Agreement, or the corresponding installment of the

long-term continuing contract;

(d) The Contractor fails to conclude the second installment and thereafter of the long-term continuing

contract;

(e) The Contractor has committed bribery or illegal and corrupt practices to hinder the ordinary

management of the contract in performing the Agreement;

(f) The suspension of business, cancellation of operation, etc. have been inflicted upon the Contractor

by the authorities concerned;

(g) The Works are deemed to be hardly completed until the date for completion owing to the

composition or court receivership against the Contractor or insolvency imputable to the fault of the

Contractor;

(h) The Contractor is responsible for retarded operation and inappropriate execution of work in breach

of this Agreement, and fails to remedy such wrong doings within seven (7) days notwithstanding the

request of the Employer; or

(i) Other breach of the Agreement occurs and the purpose of the Agreement is deemed hardly

attainable because of such breach of the Agreement.

45.2 In case that the Employer terminates this Agreement pursuant to Section 45.1, the Employer

shall notify the Contractor and its sub-contractor stated in Section 40 of the termination of hereof.

45.3 Upon receiving the notification pursuant to Section 45.2, the Contractor shall comply with any of

the followings:

(a) The Contractor shall stop executing the Works immediately, and remove all the materials and

equipment from the Site;

(b) The Contractor shall return the goods lent from the Employer. In case that such goods are

destroyed or damaged owing to the fault on part of the Contractor, the goods shall be recovered to the

original state or the Employer shall be compensated by appropriate damages;

(c) The remaining materials out of the materials supplied by the Employer, after being used in the

portion taken over as performed part of the Works, shall be returned to the Employer. In case that the

pertinent materials are destroyed or damaged owing to the fault on part of the Contractor, or they are

used in the portion which is not taken over as performed part of the Works, the materials shall be

restituted to the original status or the Employer shall be compensated by appropriate damages;

(d) The Contractor shall provide all materials, information and convenience to the Employer, and the

information and other data lent from the Contractor shall be immediately returned to the Employer;

45.4 When the Employer has terminated the Agreement pursuant to Sections 45.1, the Contract

Deposit shall be reverted to the Employer.

45.5 In case that the damages arising out of the termination of the Agreement pursuant to Section 45.1

exceed the Contract Deposit, the Employer may claim for the damages for the excessive portion.

45.6 In case that the Agreement has been terminated pursuant to Section 45.1, the Employer shall

without delay settle the contract amount with the Contractor for the portion performed until the day of

notification of such termination;

45.7 In case that the Agreement has been terminated pursuant to Section 45.1, the remainder unsettled

from the advance payment, if any, shall be returned to the Employer with the contractual interest

equivalence added thereon. In this case, the Employer may set off such remainder to be returned, with

the price of the performed portion of the Works; provided, however, that the remainder from the direct

payment of the sub-contract price stated in Section 41.1 may be set off with such price of the

performed portion of the Works.

46. Termination Owing to Change of Circumstances

46.1 The Employer may terminate the Agreement when apparently unavoidable situation takes place

apart from the cases stated in Sections 45.1.a through 45.1.i.

46.2 In case that the Employer terminates the Agreement pursuant to Section 46.1, the Employer shall

pay the amount specified in any of the followings to the Contractor within 14 days after completing

the job set forth in Section 45.3: In such a case, the Contract Deposit stated in Section 7 shall be

returned at the same time.

(a) The unpaid amount of the price of performed portion of the Works, which has been caused by

Force Majeure set forth in Section 34; or

(b) The expenses for the withdrawal of laborers, materials and equipment which have been put into

the Site prior to such termination so as to complete the whole Works.

46.3 The Contractor shall return the unsettled remainder of the advance payment, if any, to the

Employer. In this case, the interest on such unsettled remainder shall not be added thereon.

47. Termination by Contractor

47.1 The Contractor may terminate the Agreement in any of the following cases:

(a) More than 40 percent of the Contract price has been reduced owing to the modification of the

Works pursuant to Section 18; or

(b) The period of suspension of the Works pursuant to Section 48 exceeds 100 percent of the

construction period.

47.2 Section 45.3 shall apply mutatis mutandis to where the Agreement shall be terminated pursuant

to Section 47.1.

48. Temporary Suspension of Construction

48.1 The Engineer may suspend the construction of the whole or part of the Works in any of the

following cases; provided, however, that the Contractor shall exert its duty of care as a sincere

administrator:

(a) The execution of the Works is not in conformity to the Agreement;

(b) The suspension of the Construction Works is necessary for the safety of the whole or part of

thereof;

(c) The emergency measures are taken pursuant to Section 26; or

(d) Other cases where the Employer has instructed the suspension out of its necessity.

48.2 In case that the Engineer has suspended the construction pursuant to Section 48.1, the Engineer

shall without delay notify the Contractor and the Employer of the reason for such suspension and the

suspension period.

48.3 When the construction is suspended pursuant to Section 48.1, the Contractor shall not require the

extension of the contract period or the increase of the Contract Price; provided, however, that the

same shall not apply where such suspension was not caused by the reason imputable to the Contractor.

49. Suspension of Construction by Contractor, etc.

49.1 In case that the Employer fails to comply with the obligations under the Agreement as set forth in

Contract Documents, etc., the Contractor may request the Employer to perform such obligations in

writing.

49.2 The Employer shall notify the Contractor of the performance plan in writing within 14 days from

the date of such request stated in Section 49.1.

49.3 In case that the Employer fails to give notice within the period prescribed in Section 49.2, or

rejects to perform such obligations under the Agreement, the Contractor may suspend the whole or

part of the Works from the day when the prescribed period expires or when the Employer rejects to

perform such obligations.

49.4 The Employer shall extend the construction period pursuant to Section 28 in respect of the

suspended period stated in Section 49.3.

50. Inconsistent Construction

50.1 In case that a part of the Works executed by the Contractor is deemed inconsistent with the

drawing documents, the Employer may require the Contractor to remedy such part of the Works, and

the Contractor shall without delay respond to it. In this case, the Contractor shall not require the

increase of the Contract Price or the extension of the contract period.

50.2 The Contractor shall consult with the Employer after examining sufficiently the drawing

documents and instructions of the Employer prior to executing the Works lest any defective Works

should take place. Any expenses and losses arising out of the failure to take necessary measure or to

perform the duty of care as for a constructor shall be borne by the Contractor.

51. Technological Knowledge and Confidentiality

51.1 The whole or part of the reports, information and other materials, which are furnished by the

Contractor under the Agreement, and know-how derived from the preceding sources may be copied,

used or made public subject to the approval of the Contractor for the benefit of the Employer.

51.2 The Contractor shall keep confidential the information and know-how, or national secrecy

acquired in the course of performing the Agreement, and shall not provide them to outside regardless

of before and after such performance.

52. Severability and No Waiver

52.1 In case that any one or more of the provisions contained herein turns out invalid or cancelled, the

remaining provisions hereof shall in no way affected thereby.

52.2 No delay or omission by the Employer in exercising any of its rights hereunder shall operate or

be construed as a waiver thereof, the rights and remedies set forth herein shall be cumulative in

exercising them.

53. Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of the Republic of

Korea.

54. Dispute Resolution

54.1 Any dispute arising out of this Agreement shall be settled amicably in good faith by means of

consultation between both parties.

54.2 If any agreement is seldom reached by both parties within 30 days from the occurrence of the

dispute, such dispute and differences shall be settled, as elected by the Employer, either by the

litigation before the Seoul Central District Court, or by the Korean Commercial Arbitration Board in

Seoul, Korea in accordance with the Arbitration Rules of the Korean Commercial Arbitration Board

and under the Korean laws. In the latter case, the arbitral award shall be final and binding upon both

parties.

55. Information related with Construction

When it is deemed necessary by the Employer, the Employer may require the Contractor to submit the

unit price list with which the price schedules of construction cost has been prepared, and the

Contractor shall respond to it.

56. Observance of Pre-Qualification Matters

56.1 In executing the Works, the Contractor shall perform thoroughly the matters set forth in the

evaluation list of pre-qualification criteria as submitted at the time of pre-qualification.

56.2 The Employer shall investigate from time to time how the Contractor has perform such matters

as stated in Section 56.1, and, if not, the Employer shall take measures immediately to correct such

non-performance.

57. Handling of Civil Petitions

57.1 The Contractor shall exert best efforts for the safety of the Works in performing this Agreement,

and prevent any friction with neighboring inhabitants lest all kind of civil petitions should take place.

57.2 The Contractor shall process promptly civil petitions in respect of the Works lest they should

affect the progress of construction works, and the Contractor shall be liable for and assume the

expenses incurred in doing so.

57.3 The Contractor shall not request the extension of the construction period in relation to Section

57.2.

58. Disposal of Waste

Any waste arising out of the Site shall be disposed at the cost and responsibility of the Contractor in

accordance with the relevant laws and regulations of the Host Country.

59. Compliance of Law

The Employer and the Contractor shall comply with the relevant laws and regulations, including the

framework act on construction, of the Republic of Korea and the Host Country in the course of

executing the Works and performing the Agreement.

60. Contractor's Responsibility and Obligation

60.1 The Contractor's responsibility and obligation under this Agreement shall not be released even

though the Contractor has been subject to the civil or penal punishment owing to the violation of the

Agreement or relevant laws. In case that any judiciary sanctions inflicted on the Contractor owing to

its violation with fault of relevant laws of the Host Country has resulted in the delay of completion of

the Works, the Contractor shall helplessly pay the delayed damages to the Employer.

60.2 The Contractor shall indemnify and hold harmless the Employer against all the matters arising

out of claims, liabilities and construction troubles, which accrued prior to the execution of this

Agreement in no relation to the current Works, and shall not raise any objection to it.

61. Special Agreement

Unless otherwise set forth in this Agreement, the Employer and the Contractor may agree to establish

special provisions.

62. Miscellaneous

62.1 This Agreement shall become effective from the Effective Date to the end of the Period of

Maintenance Liability specified in Section 35.1.

62.2 Other matters which have not been expressly set forth in this Agreement shall be determined

subject to mutual consultations in accordance with the relevant laws and regulations, and commercial

practices.

Special Conditions of Contract

1. Purpose

SCC shall supplement GCC with the specific provisions in GCC referred to and amended accordingly.

The SCC provisions shall prevail over those in GCC and constitute a part of this Agreement.

2. Payment of Contract Price for the Performed Portion

2.1 The Contractor may request the inspection of the performed portion of the Works every

other month from the commencement date to the final inspection date stated in Section 29 of

GCC, and, upon the inspection without delay, the Employer shall notify the Contractor of the

inspection result. If there is no notification within 15 days, it is regarded as passing the

inspection.

2.2 The Employer shall confirm the price for the performed portion of the Works subject to

the inspection within 20 days from the inspection date, and pay it to the Contractor; provided,

however, that, upon the request of the Contractor of such payment after the inspection date,

the Employer shall make such payment within 20 days from the date of request.

2.3 When any difference or discrepancy between the requested particulars and the inspection

is found, the Employer shall require the correction thereof describing the ground for

correction. In this case, the period of time consumed for such correction shall not be included

in the period specified in Section 2.2.

2.4 The price of the performed portion of the Works shall be calculated on the basis of unit

price and paid accordingly; provided, however, that, in the absence of unit price, it shall be

subject to the unit price based upon the provisions of Sections 24.1 and 24.2 of GCC.

2.5 When it is impossible to pay the price owing to Force Majeure, the payment of the price

may be extended to three (3) days after the duration of Force Majeure and the extinction of

such situation.

3. Payment of the Completed Contract Price

3.1 After passing the inspection on completion conducted by the Employer stated in Section

29 of GCC, the Contractor shall keep the Site in order immediately by removing and

withdrawing surplus materials, waste, makeshift structures, etc., and may demand the

payment of the unsettled Contract Price by submitting the Maintenance Security.

3.2 Upon the receipt of the demand stated in Section 3.1, the Employer shall pay the amount

within 20 days from the date of such demand. In this case, a special agreement between both

parties may prolong the period for payment of the Contract Price to the extent that such

period shall not exceed 20 days

3.3 When it is impossible to pay the price owing to Force Majeure, the payment of the price

may be extended to three (3) days after the duration of Force Majeure and the extinction of

such situation.

3.4 When the Employer has found inappropriateness in the whole or part of demand for price

stated in Section 3.1, the Employer may return the demand by describing the ground for

return. In this case, the period of time from the date of return to the date of re-demand shall

not be included in the period specified in Section 3.2.

4. Advance Payment

In order to facilitate the execution of the Works, the Employer may make advance payment in

accordance with the Advance Payment Standards of KOICA; provided, however, in such a

case, that the submission of advance payment-related guarantee bond is required.

5. Interest on the Delayed Payment of Price

5.1 In case that, upon receiving the demand for price, it is impossible to pay the appropriate

price until the payment date stated in Sections 2 and 3 of SCC, the Employer shall pay the

amount as interest, calculated from the number of days from the next day past due to the day

of payment (hereinafter referred to as the "Delayed Number of Days") by multiplying the

default interest rate on the unpaid price applied by Korean city banks for general purpose

loans.

5.2 The number of days when the inspection on completion or the payment of price is

delayed owing to Force Majeure shall not be included in the Delayed Number of Days.

6. Application of Foreign Exchange Rate

When the U.S. dollar is used for the payment under this Agreement, the exchange rate for

such currency shall be the offered exchange rate of the bank which the Employer has traded

with.

7. Prior Check and Examination

The Contractor shall, on its sole responsibility, understand the legal matters, including the

construction act and land use-related laws, etc., and technical matters like construction environment

on the Site in the Host Country, and process the necessary matters for proper performance of this

Agreement.

8. Casualty Compensation

Pursuant to Section 13 of GCC, the Contractor shall make the personnel, who are assigned to perform

this Agreement, insured on the following criteria based upon the Korean standard:

(a) In case of injury and death, up to 300 million won;

(b) In case of disease and death, up to 200 million won; or

(c) In case of special expenses, up to 10 million won.

9. Use of Patent

In case that a particular method of construction using a patent right or other intellectual property

rights of a third party is employed, the Contractor shall be solely responsible for the use of such

intellectual property rights.

10. Undertaking of Non-Bribery and Integrity Obligation

The Contractor shall consent to observe the undertaking, in which the Contractor shall not, on the basis

of mutual trust with the Employer, engage unfair trade practices in the course of bidding and being

awarded, conclusion and performance of the contract, nor provide KOICA's officers and employees,

and competent government officials with unjust compensation including bribery, entertaining treat,

etc., and further that, in case of breach of such undertaking, it will accept and observe sanctions

including the early termination of the Agreement.

<Exhibit 1>

CCoonnttrraacctt DDeeppoossiitt

KKNNOOWW AALLLL MMEENN BBYY TTHHEESSEE PPRREESSEENNTTSS,, tthhaatt

wwee,, [[ CCoonnttrraaccttoorr ]] ,, aa ccoommppaannyy iinnccoorrppoorraatteedd iinn aanndd uunnddeerr tthhee llaawwss ooff [[ CCoouunnttrryy ooff EEssttaabblliisshhmmeenntt ]] aass

PPrriinncciippaall ((hheerreeiinnaafftteerr rreeffeerrrreedd ttoo aass tthhee ""CCoonnttrraaccttoorr"")) aanndd

[[ GGuuaarraannttoorr ]] ,, aa ccoorrppoorraattiioonn oorrggaanniizzeedd uunnddeerr tthhee llaawwss ooff [[ CCoouunnttrryy ooff EEssttaabblliisshhmmeenntt ]] aanndd dduullyy

oorrggaanniizzeedd ttoo ttrraannssaacctt bbuussiinneessss iinn [[ CCoouunnttrryy ooff DDooiinngg BBuussiinneessss ]] aass tthhee GGuuaarraannttoorr ((hheerreeiinnaafftteerr rreeffeerrrreedd

ttoo aass tthhee ""GGuuaarraannttoorr"")) aarree hheelldd aanndd ffiirrmmllyy bboouunndd uunnttoo

tthhee KKoorreeaa IInntteerrnnaattiioonnaall CCooooppeerraattiioonn AAggeennccyy wwiitthh iittss hheeaaddqquuaarrtteerrss iinn SSeeoouull,, KKoorreeaa,, aass OObblliiggeeee

((hheerreeiinnaafftteerr rreeffeerrrreedd ttoo aass tthhee ""EEmmppllooyyeerr"" oorr ""KKOOIICCAA""))

in the amount of ten (10) percent of the Contract Price, i.e., [ Words ] US Dollars (US$ [ Figure ] ), as

a Contract Deposit to ensure the conclusion or the early termination of the Contract

ffoorr tthhee ppaayymmeenntt wwhheerreeooff wwhhiicchh ssuumm,, wweellll aanndd ttrruullyy ttoo bbee mmaaddee,, tthhee CCoonnttrraaccttoorr aanndd tthhee GGuuaarraannttoorr bbiinndd

tthheemmsseellvveess,, tthheeiirr ssuucccceessssoorrss aanndd aassssiiggnnss,, jjooiinnttllyy aanndd sseevveerraallllyy,, ffiirrmmllyy bbyy tthheessee pprreesseennttss..

WWhheerreeaass tthhee CCoonnttrraaccttoorr hhaass eenntteerreedd iinnttoo aa wwrriitttteenn ccoonnttrraacctt wwiitthh tthhee EEmmppllooyyeerr ddaatteedd mmmm dddd,, 2200yyyy ffoorr

tthhee PPrroojjeecctt WWoorrkkss CCoonnttrraacctt bbeeiinngg bbyy rreeffeerreennccee mmaaddee ppaarrtt hheerreeooff aanndd hheerreeiinnaafftteerr rreeffeerrrreedd ttoo aass tthhee

""AAggrreeeemmeenntt..""

NNooww,, tthheerreeffoorree,, ffoorr vvaalluuaabbllee ccoonnssiiddeerraattiioonn,, tthhee rreecceeiipptt wwhheerreeooff iiss hheerreebbyy aacckknnoowwlleeddggeedd bbyy tthhee

GGuuaarraannttoorr,, tthhee GGuuaarraannttoorr hheerreebbyy iirrrreevvooccaabbllyy uunnddeerrttaakkeess ttoo,, wwhheenneevveerr tthhee CCoonnttrraaccttoorr ffaaiillss ttoo ccoonncclluuddee

tthhee AAggrreeeemmeenntt wwiitthh tthhee EEmmppllooyyeerr oorr iinntteennddss ttoo tteerrmmiinnaattee tthhee AAggrreeeemmeenntt ffoorr aannyy rreeaassoonn,, pprroommppttllyy ppaayy

tthhee EEmmppllooyyeerr,, wwiitthhoouutt aannyy oobbjjeeccttiioonn,, ooppppoossiittiioonn oorr rreeccoouurrssee,, tthhee aammoouunntt rreeqquuiirreedd bbyy tthhee EEmmppllooyyeerr iinn

aaccccoorrddaannccee wwiitthh iittss tteerrmmss aanndd ccoonnddiittiioonnss,, uupp ttoo aa ttoottaall nnoott eexxcceeeeddiinngg tthhee aammoouunntt ooff tthhee SSeeccuurriittyy..

The period of Contract Deposit all be from the Effective Date to no less than 60 days from the

termination date.

When the Contract Period is extended, the Contractor shall submit a new Security based upon the

extended Contract Period.

TThhee CCoonnttrraacctt DDeeppoossiitt sshhaallll bbee eennffoorrcceeaabbllee wwiitthhoouutt tthhee nneeeedd ttoo hhaavvee rreeccoouurrssee ttoo aannyy jjuuddiicciiaall oorr aarrbbiittrraall

pprroocceeeeddiinnggss..

The Contract Deposit furnished by the Contractor shall be discharged, released or returned to the

Contractor without delay upon its request after this Agreement has been completely performed.

NNoo rriigghhtt ooff aaccttiioonn sshhaallll aaccccrruuee oonn tthhee CCoonnttrraacctt DDeeppoossiitt ttoo oorr ffoorr tthhee uussee ooff aannyy ppeerrssoonn oorr ccoorrppoorraattiioonn

ootthheerr tthhaann tthhee EEmmppllooyyeerr nnaammeedd hheerreeiinn oorr tthhee aaddmmiinniissttrraattoorrss oorr ssuucccceessssoorrss ooff tthhee EEmmppllooyyeerr..

SSiiggnneedd oonn mmmm dddd,, 2200yyyy

CCoonnttrraaccttoorr::

bbyy [[ SSiiggnnaattuurree ]]

NNaammee::

TTiittllee::

GGuuaarraannttoorr::

bbyy [[ SSiiggnnaattuurree ]]

NNaammee::

TTiittllee::

<Exhibit 2>

MMaaiinntteennaannccee SSeeccuurriittyy

KKNNOOWW AALLLL MMEENN BBYY TTHHEESSEE PPRREESSEENNTTSS,, tthhaatt

wwee,, [[ CCoonnttrraaccttoorr ]] ,, aa ccoommppaannyy iinnccoorrppoorraatteedd iinn aanndd uunnddeerr tthhee llaawwss ooff [[ CCoouunnttrryy ooff EEssttaabblliisshhmmeenntt ]] aass

PPrriinncciippaall ((hheerreeiinnaafftteerr rreeffeerrrreedd ttoo aass tthhee ""CCoonnttrraaccttoorr"")) aanndd

[[ GGuuaarraannttoorr ]] ,, aa ccoorrppoorraattiioonn oorrggaanniizzeedd uunnddeerr tthhee llaawwss ooff [[ CCoouunnttrryy ooff EEssttaabblliisshhmmeenntt ]] aanndd dduullyy

oorrggaanniizzeedd ttoo ttrraannssaacctt bbuussiinneessss iinn [[ CCoouunnttrryy ooff DDooiinngg BBuussiinneessss ]] aass tthhee GGuuaarraannttoorr ((hheerreeiinnaafftteerr rreeffeerrrreedd

ttoo aass tthhee ""GGuuaarraannttoorr"")) aarree hheelldd aanndd ffiirrmmllyy bboouunndd uunnttoo

tthhee KKoorreeaa IInntteerrnnaattiioonnaall CCooooppeerraattiioonn AAggeennccyy wwiitthh iittss hheeaaddqquuaarrtteerrss iinn SSeeoouull,, KKoorreeaa,, aass OObblliiggeeee

((hheerreeiinnaafftteerr rreeffeerrrreedd ttoo aass tthhee ""EEmmppllooyyeerr"" oorr ""KKOOIICCAA""))

in the amount of three (3) percent of the Contract Price, i.e., US [ Words ] Dollars (US$ [ Figure ] ),

as Maintenance Security to ensure the maintenance and repair of the Goods,

ffoorr tthhee ppaayymmeenntt wwhheerreeooff wwhhiicchh ssuumm,, wweellll aanndd ttrruullyy ttoo bbee mmaaddee,, tthhee CCoonnttrraaccttoorr aanndd tthhee GGuuaarraannttoorr bbiinndd

tthheemmsseellvveess,, tthheeiirr ssuucccceessssoorrss aanndd aassssiiggnnss,, jjooiinnttllyy aanndd sseevveerraallllyy,, ffiirrmmllyy bbyy tthheessee pprreesseennttss..

WWhheerreeaass tthhee CCoonnttrraaccttoorr hhaass eenntteerreedd iinnttoo aa wwrriitttteenn ccoonnttrraacctt wwiitthh tthhee EEmmppllooyyeerr ddaatteedd mmmm dddd,, 2200yyyy ffoorr

tthhee PPrroojjeecctt WWoorrkkss CCoonnttrraacctt bbeeiinngg bbyy rreeffeerreennccee mmaaddee ppaarrtt hheerreeooff aanndd hheerreeiinnaafftteerr rreeffeerrrreedd ttoo aass tthhee

""AAggrreeeemmeenntt..""

NNooww,, tthheerreeffoorree,, ffoorr vvaalluuaabbllee ccoonnssiiddeerraattiioonn,, tthhee rreecceeiipptt wwhheerreeooff iiss hheerreebbyy aacckknnoowwlleeddggeedd bbyy tthhee

GGuuaarraannttoorr,, tthhee GGuuaarraannttoorr hheerreebbyy iirrrreevvooccaabbllyy uunnddeerrttaakkeess ttoo,, wwhheenneevveerr tthhee CCoonnttrraaccttoorr sshhaallll bbee ddeeccllaarreedd

bbyy tthhee EEmmppllooyyeerr ttoo bbee iinn ddeeffaauulltt uunnddeerr tthhee AAggrreeeemmeenntt,, wwiitthhoouutt aannyy oobbjjeeccttiioonn,, ooppppoossiittiioonn oorr rreeccoouurrssee,,

pprroommppttllyy ppaayy tthhee EEmmppllooyyeerr tthhee aammoouunntt rreeqquuiirreedd bbyy tthhee EEmmppllooyyeerr ttoo rreemmeeddyy tthhee ddeeffaauulltt aanndd ccoommpplleettee

tthhee AAggrreeeemmeenntt iinn aaccccoorrddaannccee wwiitthh iittss tteerrmmss aanndd ccoonnddiittiioonnss,, aannyy aammoouunntt uupp ttoo aa ttoottaall nnoott eexxcceeeeddiinngg tthhee

aammoouunntt ooff tthhee SSeeccuurriittyy..

The period of Maintenance Security, from the delivery date to no less than 60 days from the closure of

maintenance liability.

When the Contract Period is extended, the Contractor shall submit new Maintenance Security based

upon the extended Contract Period.

TThhee MMaaiinntteennaannccee SSeeccuurriittyy sshhaallll bbee eennffoorrcceeaabbllee wwiitthhoouutt tthhee nneeeedd ttoo hhaavvee rreeccoouurrssee ttoo aannyy jjuuddiicciiaall oorr

aarrbbiittrraall pprroocceeeeddiinnggss..

The Maintenance Security furnished by the Contractor shall be discharged, released or returned to the

Contractor without delay upon its request after this Agreement has been completely performed.

NNoo rriigghhtt ooff aaccttiioonn sshhaallll aaccccrruuee oonn tthhee MMaaiinntteennaannccee SSeeccuurriittyy ttoo oorr ffoorr tthhee uussee ooff aannyy ppeerrssoonn oorr

ccoorrppoorraattiioonn ootthheerr tthhaann tthhee EEmmppllooyyeerr nnaammeedd hheerreeiinn oorr tthhee aaddmmiinniissttrraattoorrss oorr ssuucccceessssoorrss ooff tthhee

EEmmppllooyyeerr..

SSiiggnneedd oonn mmmm dddd,, 2200yyyy

CCoonnttrraaccttoorr::

bbyy [[ SSiiggnnaattuurree ]]

NNaammee::

TTiittllee::

GGuuaarraannttoorr::

bbyy [[ SSiiggnnaattuurree ]]

NNaammee::

TTiittllee::

<Exhibit 3>

AAddvvaannccee PPaayymmeenntt GGuuaarraanntteeee

DDaattee mmmm dddd,, 2200yyyy

TTOO TThhee KKoorreeaa IInntteerrnnaattiioonnaall CCooooppeerraattiioonn AAggeennccyy ((tthhee ""EEmmppllooyyeerr""))

[[ AAddddrreessss ]]

RREE [[ TTiittllee ooff CCoonnttrraacctt ffoorr AAddvvaannccee PPaayymmeenntt ]]

GGeennttlleemmeenn::

IInn aaccccoorrddaannccee wwiitthh SSeeccttiioonn 77..33 ooff GGCCCC ooff tthhee aabboovvee--mmeennttiioonneedd CCoonnttrraacctt ((hheerreeiinnaafftteerr rreeffeerrrreedd ttoo aass

tthhee ““CCoonnttrraacctt””)),, [[ NNaammee aanndd AAddddrreessss ooff tthhee CCoonnttrraaccttoorr ]] ((hheerreeiinnaafftteerr rreeffeerrrreedd ttoo aass tthhee ““CCoonnttrraaccttoorr””))

sshhaallll ddeeppoossiitt wwiitthh tthhee EEmmppllooyyeerr aa bbaannkk gguuaarraanntteeee ttoo gguuaarraanntteeee tthheeiirr pprrooppeerr aanndd ffaaiitthhffuull ppeerrffoorrmmaannccee

uunnddeerr tthhee ssaaiidd pprroovviissiioonnss ooff tthhee CCoonnttrraacctt iinn aann aammoouunntt ooff [[ WWoorrdd ]]((UUSS$$ FFiigguurree )) bbyy tthhee bbaannkk oorr

ffiinnaanncciiaall iinnssttiittuuttiioonn aass ssppeecciiffiieedd bbyy tthhee EEmmppllooyyeerr..

WWee,, tthhee [[ NNaammee ooff GGuuaarraannttoorr ]],, aass iinnssttrruucctteedd bbyy tthhee CCoonnttrraaccttoorr,, aaggrreeee uunnccoonnddiittiioonnaallllyy aanndd iirrrreevvooccaabbllyy

ttoo gguuaarraanntteeee aass pprriimmaarryy oobblliiggoorr aanndd nnoott aass SSuurreettyy mmeerreellyy,, tthhee ppaayymmeenntt ttoo tthhee EEmmppllooyyeerr oonn iittss ffiirrsstt

ddeemmaanndd wwiitthhoouutt wwhhaattssooeevveerr rriigghhtt ooff oobbjjeeccttiioonn oonn oouurr ppaarrtt aanndd,, wwiitthhoouutt iittss ffiirrsstt ccllaaiimm ttoo tthhee CCoonnttrraaccttoorr,,

iinn tthhee aammoouunntt nnoott eexxcceeeeddiinngg [[ WWoorrdd ]]((UUSS$$ FFiigguurree ))..

WWee ffuurrtthheerr aaggrreeee tthhaatt nnoo cchhaannggee oorr aaddddiittiioonn ttoo oorr ootthheerr mmooddiiffiiccaattiioonn ooff tthhee tteerrmmss ooff tthhee CCoonnttrraacctt

wwhhiicchh mmaayy bbee mmaaddee bbeettwweeeenn tthhee EEmmppllooyyeerr aanndd tthhee CCoonnttrraaccttoorr,, sshhaallll iinn aannyy wwaayy rreelleeaassee uuss ffrroomm aannyy

lliiaabbiilliittyy uunnddeerr tthhiiss gguuaarraanntteeee,, aanndd wwee hheerreebbyy wwaaiivvee nnoottiiccee ooff aannyy ssuucchh cchhaannggee,, aaddddiittiioonn oorr

mmooddiiffiiccaattiioonn..

TThhiiss gguuaarraanntteeee sshhaallll rreemmaaiinn vvaalliidd aanndd iinn ffuullll eeffffeecctt ffrroomm tthhee ddaattee ooff tthhee aaddvvaannccee ppaayymmeenntt uunnddeerr tthhee

CCoonnttrraacctt uunnttiill [[ NNaammee ooff GGuuaarraannttoorr ]] rreecceeiivveess ffuullll rreeppaayymmeenntt ooff tthhee ssaammee aammoouunntt ffrroomm tthhee CCoonnttrraaccttoorr

oorr iiss iinn nnoo nneeeedd ttoo ddoo ssoo..

YYoouurrss ttrruullyy,,

________________________________________________________

NNaammee

TTiittllee

BBaannkk//FFiinnaanncciiaall IInnssttiittuuttiioonn

AAddddrreessss