Appendix 1

Special Conditions of Contract

SPECIAL CONDITIONS OF CONTRACT

APPENDIX 1 TO GENERAL CONDITIONS
FOR A CONTRACT
TO DESIGN, BUILD AND OPERATE
A SOLID WASTE FACILITY
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SPECIAL CONDITIONS OF CONTRACT

The following Special Conditions of Contract shall supplement the General Conditions. Whenever there
is a conflict, the provisions herein shall prevail over those in the General Conditions. The corresponding
article and section numbers of the General Conditions are indicated in parentheses.

1. Definitions (GC Section 1.1)

Country: The country is [Name of country].

2. Language (GC Section 1.3.1(1))

The language is [Name of language].

3. Shareholder’s Representative (GC Section 1.3.10(1))

The Shareholder’s Representative is:

[Name, address, telephone and facsimile numbers]

4. Shareholder’s Equity (GC Section 1.3.10(4))

[Describe the type and amount of shareholders equity required.]

5. Survival of Obligations (GC Section 1.3.14)

Upon termination or expiration of the Contract, the following rights and obligations of the Parties
survive:

(a) Such rights and obligations as may have accrued or to which the Parties may be entitled
on the date of termination, and any rights which a Party may have under Applicable Law;

(b) The Operator’s obligations with respect to Contract Records, accounting and auditing set
out in GC Section 1.8;

(c) The Operator’s obligations with respect to Transition Assistance set out in GC Section
2.4.2;

(d) The Parties’ rights and obligations with respect to copyright set out in GC Section 6.1;

(e) The Operator’s obligations of confidentiality as set out in GC Section 6.2;

(f) The Parties’ rights and obligations with respect to defect liability set out in GC Section
9.1; and

(g) The Parties’ rights and obligations with respect to indemnification set out in GC Section
9.5.
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6. Notice (GC Section 1.4)

The Owner’s address for notice is:

[Name, address, telephone and facsimile numbers]

The Operator’s address for notice is:

[Name, address, telephone and facsimile numbers]

7. Adjudicator (GC Section 1.6.1(1))

The Adjudicator is:

[Name, address, telephone and facsimile numbers]

8. Adjudicator’s Fee (GC Section 1.6.1(4))

The Adjudicator will be paid an hourly fee of [Insert hourly fee in the appropriate currency.]

9. Appointing Authority for New Adjudicator (GC Section 1.6.1(5))

The Appointing Authority is:

[Name, address, telephone and facsimile numbers]

10. Rules of Procedure for Arbitration Proceedings (GC Section 1.6.2(3))

All disputes arising in connection with the Contract shall be finally settled under the Arbitration
Rules of the United Nations Commission on International Trade Law (UNCITRAL) by one or
more arbitrators appointed in accordance with the Rules.

11. End Date (GC Section 2.1.2(a))

For the purposes of GC Section 2.1.2(a), the applicable date shall be [Insert number] of months
after the New Operations Starting Date.

12. Design-Build Starting Date (GC Section 2.1.3(1))

The Design-Build Starting Date shall be no later than [Insert number of days] after the Effective
Date.

13. Time for Completion (GC Section 2.3.2)

The New Facility shall be completed within [Insert weeks or months in words and figures].

14. Delay of Completion - Liquidated Damages (GC Section 2.3.6(2))

In the event that the Operator fails to complete the performance of the Design-Build Services by
the Time for Completion, the Operator shall pay Liquidated Damages – Delay of [Insert
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calculation of Liquidated Damages-Delay. Eg. US $10,000 for each day or part thereof that the
Design-Build Services are not completed after the Time of Completion.]

15. Maximum Liquidated Damages (GC Section 2.3.6(2))

The Maximum Liquidated Damages – Delay shall be [Insert maximum sum in the same currency
as Liquidated Damages – Delay are payable].

16. Operator’s Bonus (GC Section 2.3.6(5))

In the event that the Operator completes the performance of the Design-Build Services before the
Time for Completion or any extension of such Time for Completion, the Operator will receive a
bonus of [Insert method to calculate the bonus, for example $10,000 per day by which the
Design-Build Services are completed before the Time for Completion]. The aggregate amount of
the Operator’s Bonus shall not exceed the maximum amount of [Insert maximum Operator’s
Bonus in the same currency in which the bonus is payable].

17. Design-Build Period – Special Operations Requirements

(GC Section 2.3.7 and DBSA Section 4.1)

The Operator [“shall provide” OR “is not responsible for the provision of”] Existing Operations
Services.

18. Contract Price (GC Section 5.1)

[Insert any alternative pricing requirements that vary the terms set out in GC Section 5.1.]

19. Terms of Payment – Interest (GC Section 5.2(3))

For the purposes of GC Section 5.2(3) and the Terms and Procedures of Payment Appendix, the
interest rate that will apply to amounts owed in local currency, is _____ percent per year for the
period of delay until payment has been made in full and, for amounts owed in foreign currency,
the interest rate that will apply is the [London Interbank Offered Rate (LIBOR)] plus ____ percent
per year for the period of delay until payment has been made in full.

[Insert a figure that may be different for the foreign and local currency portions and a figure that
reflects the cost of money in the respective currencies. Alternatively, the rate could be set to an
appropriate rate of a central bank in the Country or a foreign country to allow for periodic
changes to the cost of money.]

20. Currency (GC Section 5.2(4))

[Currency to be inserted from Bid Price.]

21. Performance Security (GC Section 5.5.1(2)(a))

The Operator shall provide a Performance Security in the amount of 10 percent of the total of,

(a) the Design-Build Price; and

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(b) the Monthly Operations Payment times the estimated number of months in the New
Operations Period.

22. Restriction on Design-Build Engineer’s Authority (GC Section 7.2.2(4))

The Design-Build Engineer shall obtain the approval of the Owner before exercising its authority
in the following circumstances:

[Insert list of circumstances when the Owner’s approval is required, for example:]

(a) [approving assignment of the Contract, or any part thereof, under GC Section 1.7;]

(b) [determining an extension of the Time for Completion under GC Section 2.3.4;]

(c) [certifying additional costs determined under GC Sections 1.9(8)(b) or 9.7; and]

(d) [issuing a Change Order under GC Section 10.1.2, except:

(i) in an emergency situation, as reasonably determined by the Design-Build

Engineer; or

(ii) if such Change Order would increase the Contract Price by less than 1%.]

23. Restrictions on CSCU’s Authority (GC Section 7.3.2(5))

The CSCU is required to obtain the approval of the Owner before exercising its authority in the
following circumstances:

[Insert list of circumstances when the Owner’s approval is required, for example:]

(a) [approving assignment of the Contract, or any part thereof, under GC Section 1.7;]

(b) [determining an extension of the Time for Completion under GC Section 2.3.4;]

(c) [certifying additional costs determined under GC Sections 1.9(8)(b) or 9.7; and]

(d) [issuing a Change Order under GC Section 10.1.2, except:

(i) in an emergency situation, as reasonably determined by the Design-Build

Engineer; or

(ii) if such Change Order would increase the Contract Price by less than 1%.]

24. Operator’s Representative (GC Section 8.1.2(1))

The Operator’s Representative is: ______________________

25. Existing Staff (GC Section 8.5)

The Operator [“shall” OR “is not obliged to”] retain staff employed by the Owner.
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26. Maximum Percentage of Subcontracting (GC Section 8.6(1))

_________ percent

27. Defect Liability Period (GC Section 9.1(2))

The Defect Liability Period shall be:

[Insert weeks or months in words or figures].

28. Defect Liability (GC Section 9.1(13))

The Operator shall provide an extended warranty for the following components and for the
following periods of time:

New Facility Component Warranty Period

[Insert Facility component, for example:]

A. [Weigh bridge or equivalent] [until 6 months after the End Date]]

B. [Weigh bridge recording system] [until 6 months after the End Date]

C. [Leachate extraction and transfer [until 6 months after the End Date]
system or equivalent]

D. [Leachate treatment system or [until 6 months after the End Date]

equivalent]

E. [Landfill gas management [until 6 months after the End Date]

system]

29. Extended Warranty (GC Section 9.1(13))

The Operator shall provide extended warranties for the following Facility Component

(a) [Insert Facility Component] [Insert period of extended warranty]

30. Insurance (GC Section 9.6(1))

The Operator shall take out and maintain the following insurance policies in the specified sums
and with the specified deductibles as set out below:

(a) Cargo Insurance During Transport: [Insert the amount of coverage required in the
appropriate currency, the deductible that is
permissible and any other conditions of the
insurance.]
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(b) Installation All Risks Insurance: [Insert the amount of coverage required in the
appropriate currency, the deductible that is
permissible and any other conditions of the
insurance.]

(c) Third Party Liability Insurance: [Insert the amount of coverage required in the
appropriate currency, the deductible that is
permissible and any other conditions of the
insurance.]

(d) Professional Liability Insurance: [Insert the amount of coverage required in the
appropriate currency, the deductible that is
permissible and any other conditions of the
insurance.]

(e) Automobile Liability Insurance: [Insert the amount of coverage required in the
appropriate currency, the deductible that is
permissible and any other conditions of the
insurance.]

(f) Worker’s Compensation: [Insert the amount of coverage required in the

appropriate currency, the deductible that is
permissible and any other conditions of the
insurance.]

(g) Owner’s Liability: [Insert the amount of coverage required in the

appropriate currency, the deductible that is
permissible and any other conditions of the
insurance.]

(h) Other Insurance: [Insert the type of insurance required, amount of

coverage in the appropriate currency, the
deductible that is permissible and any other
conditions of the insurance.]

31. Change in Laws and Regulations (GC Section 9.10)

The Contract Price adjustment provisions are: [Insert references to the Contract Price change or
adjustment provisions, as determined by the Owner.]

32. Change to Operations Services (GC Section 10.2(2))

The Operator [or the Owner] may request an adjustment to the Contract Price if the volume of
waste exceeds:

[Insert quantity of waste or rate of change of waste].

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