Corporación Dominicana de Empresas Eléctricas Estatales (CDEEE)

Project for the Rehabilitation of Electricity Distribution NetworksBID IDB Loan No. 2042/OC-DR

Project Implementation Unit (PIU)

COMPONENT No. 1RESTORATION OF DISRIBUTION NETWORKS

Licitación Pública InternacionalInternational Public Tender (LPI-01/2010) para el for the “Suministro e Instalación de Bienes para la Rehabilitación de Circuitos de Media y Baja Tensión en: Lote I Zona Santo Domingo, San Cristóbal (EDESUR), Lote II

Zona Santiago (EDENORTE), Lote III Zona Este II (EDEESTE)Supply and Installation of Goods Required for the Rehabilitation of Mid and Low Tension Circuit in: Lot I Santo

Domingo Zone, San Cristobal (EDESUR), Lot II Santiago Zone (EDENORTE), Lot II East II Zone (EDESTE)”

SANTO DOMINGO

April, 2011

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Contract for the Supply and Installation of Goods and Related Services

For the Rehabilitation of Distribution Networks in Specific areas of EDEESTE (Lot III)

LPI-01/2010

Between

Corporación Dominicana de Empresas Eléctricas Estatales (CDEEE)

and

Korea Electric Power Corporation, KEPCO

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April 07, 2011

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ÍIndex

I. Contract..................................................................................................................................4II. The General Conditions of the Contract;............................................................................121. Definitions......................................................................................................................122. Contract Documents.......................................................................................................133. Fraud and Corruption.....................................................................................................134. Interpretation..................................................................................................................175. Language........................................................................................................................186. Joint Venture, Consortium or Association (APCA).......................................................187. Elegibility.......................................................................................................................198. Notifications...................................................................................................................209. Applicable Law..............................................................................................................2010. Dispute Resolution.........................................................................................................2011. Scope of the provisions..................................................................................................2112. Delivery and Documents................................................................................................2113. Contractor’s Responsibilities.........................................................................................2114. Contract Price.................................................................................................................2115. Payment Terms...............................................................................................................2116. Taxes and Duties............................................................................................................2217. Compliance Assurance...................................................................................................2218. Copyright........................................................................................................................2219. Confidentiality of Information.......................................................................................2320. Subcontracting................................................................................................................2421. Specifications and Standards..........................................................................................2422. Packing and Documents.................................................................................................2423. Insurance........................................................................................................................2524. CarriageTransportation..................................................................................................2525. Inspections and Testing..................................................................................................2526. Settlement for Damages.................................................................................................2627. Guarantee of the Goods..................................................................................................2728. Compensation for Patent Rights.....................................................................................2829. Limitation of LiabilityLimited Liability........................................................................2930. Changes in Laws and Regulations.................................................................................2931. Force Majeure................................................................................................................3032. Change Order and Amendments to the Contract...........................................................3033. Extention of Time..........................................................................................................3134. Completion.....................................................................................................................3135. Assignment.....................................................................................................................33III. The Special Conditions of the Contract.............................................................................34

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I. Contract

Contract for the Supply and Installation of Goods

No. 000/2011

The CORPORACION DOMINICANA DE EMPRESAS ELECTRICAS ESTATALES (CDEEE), Autonomous Public Service Institution, created by virtue of General Electricity Law No. 125-01, dated July 26 of the year 2001, as amended, with registered office located at the intersection of Ave. Independencia Avenue, Corner Fray Cipriano de Utrera Street, Centro de los Héroes de Constanza, Maimón and Estero Hondo, of this city of Santo Domingo de Guzmán, National District, duly represented by its Secretary of State, Executive Vice President, LIC. CELSO JOSE MARRANZINI PEREZ, Dominican, of legal age, married, registered and resident in this city, holder of Electoral and Identity Card No. 001-0101702-8, who is authorized to sign this contract in accordance with Decree No. 648-02, dated August 21 of the year 2002; the Decree No. 599-09, of August 16 of 2009, and the ___________Resolution, Law ______ issued by the Governing Council at its meeting on __________; which hereinafter shall be called “ THE CONTRACTING PARTY and/or CDEEE”;

and, on the other part KOREA ELECTRIC POWER CORPORATION (KEPCO), commercial company constituted under the laws of the Republic of Korea, with its head office at 411, Yeongdongdaero, Gangnam-gu, Seoul 135-791, Korea; duly represented under Special Power dated _____, by its Vice President, Mr. _____________, Korean, of legal age, holder of Passport No. _________, and with offices in Santo Domingo, Dominican Republic, situated at Mario Garcia Alvarado Street, No. 63, Edificio ESD, Ensanche Quisqueya ; who henceforward in this contract will be called “THE CONTRACTOR” .

THE CONTRACTING PARTY and/or CDEEE and THE CONTRACTOR, hereinafter in this contract shall be identified individually by their respective names and collectively as “The Parties”.

INTRODUCTION:

(a) That on March 27, 2009, the Dominican Republic, represented by the Ministry of Finance and the Inter-American Development Bank (hereinafter referred to as “the Bank”), signed Loan Agreement No.2042/OC-DR (the “Loan Agreement” or “the Loan”), for the partial financing of the “Project for the Rehabilitation of Electricity Distribution Networks” (the “Project”). It was approved by the National Congress through Resolution No.169-09, issued by the Executive on May 30, 2009 published in the Official Gazette No. 10522, of June 4, 2009.

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(b) That pursuant to Clauses 3.02 (a) and 4.07 (b) of the Special Conditions of the Loan Contract, the Dominican Republic, represented by the Finance Ministry, signed with the CDEEE the Subsidiary Agreement No. 185/09, dated December 17, 2009, to enable the latter to implement Components 1, 2 and 3 of the Project, in terms and conditions acceptable to the Bank. It was approved by the Honorable Board of Administration of the CDEEE by way of the Third Resolution, Minute No. 197, of December 10, 2009.

(c) That under the terms of the Loan Agreement, clause 3.02 (a) and 4.07 (b), the CDEEE and EDEESTE signed the Inter-Agency Participation Agreement No. 187/09, of December 17, 2009, for the implementation of the sub-projects to be carried out by the Distributing Company EDEESTE, with a view to improve the Cash Recovery Index (CRI) and to improve the quality of electricity supply to the users of the service.

(d) That the Contracting Party, through the Project Implementation Unit for the Rehabilitation of Electricity Distribution Networks (PIU), called for eligible bidders to submit sealed offers for the supply and installation of the goods required for the rehabilitation of medium and low tension networks in specific areas of EDEESTE.

(e) That the Contracting Party, on August 10, 2010, published the invitation in a national daily newspaper and in the Contracting Party’s web site, inviting eligible bidders to submit offers for the provision and installation of the goods necessary for the rehabilitation of the distribution networks in specific areas of Electricity Distribution Company Empresa Distribuidora de Electricidad del Este, EDEESTE, payable with funds provided by the Bank.

(f) That the Contractor declared to the Contracting Party by way of hisits offer submitted on November 11, 2010, that heit possessed the experience and technical capacity as well as the financial ability required and that he had the personnel and equipment necessary for "The Project”, had and agreed to provide and install the goods on the terms set out in this Contract;

(g) That the Contractor has been awarded the contract for the provision and installation of certain goods defined in this Contract (Hereinafter referred to as “The Goods”), as part of the implementation of Component No. 1 of “The Project”: Rehabilitation of the Distribution Networks by CDEEE; Items s-i.1.3, of “Pprocurement Plan” of the Project;

(h) That the Contracting Party has received financing from the Bank to cover the costs of the provision and installation of the goods and that the Contracting Party intends to apply part of the proceeds of this financing to payments

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eligible under this contract provided that (i) the Bank will only make payments at the request of the Contracting Party and with prior approval of the Bank, (ii) such payments are subject to, in all respects, to the terms and conditions of the Loan Agreement and (iii) no one other that the Contracting Party shall have any rights under the Loan Agreement or any right to seek financing funds;

(i) That the Contracting Party requested to the Bank its no-objection to the Evaluation Report corresponding to the acquisition of the Goods, both its supply and installation, this being accepted by communication CDRC-251/2011 of February 21, 2011, which consequently allowed continuation with the process.That the Contracting Party has requested the non objection by the Bank to the Evaluation Report relating to the acquisition of the Goods, including provision as well as installation, this being accepted through communication CDRC-251/2011 dated February 21, 2011,consequently permitting continuing with the process.

(j) That the Contracting Party, based on the results of the Evaluation Report, notified the Contractor through communication No. UEP-075-11, dated March 11, 2011, the decision to award him Lot III, corresponding to the rehabilitation of the medium and low voltage circuits in specific areas of EDEESTE.

(k) The Parties hereby acknowledge and agree the following:

1. That the documents attached to this Agreement shall be considered an integral and complementary part thereof and all its parts are correlative, complementary and mutually explanatory so the Contract mustshall be read as a whole, namely:

a) This The present Contract Form;

b) The Special Conditions of the Contract;

c) The General Conditions of the Contract;

d) The Technical Requirements (including the List of Technical Requirements and theTechnical Specifications);

e) The Contractor’s Offer and the Price List;

f) The Notice of Award issued by the Contracting Party.

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2. That the mutual rights and obligations of the Contracting Party and the Contractor are established in the contract, particularly:

a) The Contractor shall provide the provision and installation of the goods in accordance with the provisions of the Contract and its attachments, in coordination with the Project Implementation Unit (PIU) of the Corporación Dominicana de Empresas Eléctricas Estatales(CDEEE) and with the participation of the Electricity Distribution Company EDEESTE, as the body supervising the execution of the works, ensuring quality and efficiency in the mandated procedures, and

b) The Contracting Party shall make payments to the Contractor in accordance with the stipulations of the Contract.

3. That this Contract and its respective integral annexes and attachments shall prevail over any other document. In the event of any discrepancy or inconsistency between the documents of the Contract, the documents shall prevail in the order listed above.

THEREFORE, and on the understanding that the above preamble is an integral part of this contract, “THE PARTIES”, freely and voluntarily,

HAVE AGREED AND COVENANTED THE FOLLOWING:

ARTICLE ONE: THE PARTIES accept the definitions contained in paragraph 1.1 of the General Provisions of the General Conditions of the Contract. (hereinafter refered to as the GCC)

ARTICLE TWO: OBJECT OF THE CONTRACT

By this contract, THE CONTRACTOR is obliged to provide and install with all the property rights and guarantees, the goods offered and accepted as the result of International Competitive Bidding (LPI-01/2010) for the rehabilitation of the medium and low voltage circuits in the specific areas in the EDESUR concession, according to the description, characteristics, quantities and specifications contained in the offer documents and in the accepted offer. (annexeds to the present Contract).

ARTICLE THREE: CONTRACT PRICE

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The price agreed between THE PARTIES for the provision and installation of the goods and related services related to the object of this contract is for the sum of_____________ (USD$___________), (hereinafter called the “Contract Price”). This price includes all supplies and the works and installation, taxes, levies, and charges of any whatever kind as well as any other expenses arising out of the fulfillmentfulfilment of the obligations contracted under the present Contract, for whatever concept,

This sum shall be paid by the Contracting Party to the Contractor in the following manner:

a) Advance Payment: Ten percent (10%) of the Contract Price shall be paid within thirty (30) days following the signing of the Contract, against payment request and the presentation of a bank guarantee issued by a financial institution of the formal sector and with representation in the Dominican Republic for an amount equivalent and valid until the goods have been delivered in the manner set out in the bidding documents or in such manner as the Contracting Party may find acceptable. The bank guarantee shall be issued in the same currency as the Advance PaymentAdvance.

(b) Partial payments against delivery and installation of the goods: Eighty percent (80%) of the price of the goods delivered and installed, as set out in the Contract, will be paid against the presentation of the documents specified in clause 12 of the GCC. These percentages will be split divided by paying the corresponding percentages each time that partial deliveries and installations are completed, subject to the satisfactory acceptance by the Contracting Party or hisits representative, until the 80% is has been completed. These partial and periodic payments shall be processed according to the requests for approval of payment drawn up with the participation of the Supervision.

(c) On acceptance of the goods: The Tten per cent (10%) remaining of the Contract Price, shall be paid within thirty (30)days following receipt and installation of the goods, as well as the completion of the related services, that are the subject of to this contract against the presentation of a payment request accompanied by an acceptance certificate issued by the Supervisor. This payment corresponds to the stage or final payment, prepared by the Contractor and the Supervisor: with verification by the Audit Firm. The final settlement corresponds to the complete Project and not to partial approvals. The final invoice will be agreed and established by the results of the “As Built” in regard to control of facilities. (This payment shall constitute the final settlement of the Project, therefore, the final invoice mustshall be agreed and established by the results of “As-Built” reports relating relative to the control of the facilitiesinstallations.).

ARTICLE FOUR: TIMELINE FOR THE DELIVERY FOR OF THE GOODS AND RELATED SERVICES.

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THE CONTRACTOR agrees to deliver the goods and perform the related services under this contract after signing the Contract, according to the Delivery Plan submitted in the accepted offer, and which forms an integral part of the Contract.

ARTICLE FIVE: THE CONTRACTOR warrants and declares that:

A) The goods to be supplied under this contract are new, without use, are of the latest or current modeltechnology, and are free from material defects and in accordance with current market standards, under conditions of normal use and service, and are in accordance with the requirements of the bidding documents as specified in the accepted offer. The validity period of validity of the warranty of the goods shall be as specified in the accepted offer.

B) The Contractor has and maintains holds in its possession all the specifications, drawings and relevant documents (including by way of example and without limitation, the work specifications) necessary to fulfillfulfil its obligations for the supply and installation, as well the price and periods specified in the Contract and documents that form an integral part thereof.

C) Holds full ownership rights and powers and authorizations to provide and install the goods required for the rehabilitation of the medium and low voltage circuits in the EDESTE concession areas stipulated in this Contract and in accordance with the existing laws of the Dominican Republic.

D) Supplies and installations are to be carried out in a professional and efficient manner.

E) The Guarantees undertaken in this Contact shall Project protect at all times THE CONTRACTING PARTY and shall not be considered exclusive are not exclusive of any other remedies it may have, at law or in equity, to THE CONTRACTOR. The inspection, approval, acceptance, use or payment by THE CONTRACTOR of the whole or any part of the Goods and Services will shall in no way affect the warranty rights.

C) Is obliged to comply with all applicable labor laws and regulations in force relating to labor relations.

ARTICLE SIX: APPLICABLE LAW.

This Agreement and all its documents shall be interpreted in all respects in accordance with Common Law of the Dominican Republic.

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ARTICLE SEVEN: RELATIONSHIP BETWEEN THE PARTIES.

THE CONTRACTING PARTY and THE CONTRACTOR are contractually independent parties. Nothing contained in the Contract and its integral documents shall be deemed to create a real partnership, joint venture, franchise, employment or agency between the Parties. Neither Party is authorized or entitled to bind or obligate the other Party beyond that agreed in this Contract and its integral documents. THE CONTRACTOR acknowledges that neither it nor of its employees has any labor ties to the CONTRACTING PARTY and that its relations are limited to the purposes of this present Contract. Therefore, THE CONTRACTOR declares that this Agreement does not create or establish any labor subordination to the CONTRACTING PARTY, as stipulated in the Labor Code of The Dominican Republic.

All personnel that THE CONTRACTOR uses to carry out the works shall be at its own cost and liability and, in hisits capacity as employer, will be liable for such personnel, maintaining THE CONTRACTOR as free and harmless. In no event shall THE CONTRACTOR allow any of hisits employees to act as an employee of THE CONTACTING PARTY and as such, is obliged to respond to any claims, that as a result of the execution of these works, may be made by any person who has worked under its management or any third party as a result of it.

ARTICLE EIGHT: LÍIMITS OF LIABILITY.-

THE CONTRACTOR shall at all times, hold indemnified and hold harmless the CONTRACTING PARTY and/or EDE_ESTE Dominicana S.A. and their officers, directors and employees, for any losses, directly or indirectly incurred, actual or potentialpotential due to as the result of damage, injury or death to persons people or damage to property arising from any negligent or intentional act or omission by THE CONTRACTOR or its subsidiaries in the execution of the contracted works. The Contractor shall at hisits own cost, arrange for all insurance required under Dominican Law, related to the execution of the contracted works.THE CONTRACTING PARTY shall not be liable for any damage or loss caused by THE CONTRACTOR when performing the works. Therefore, THE CONTRACTOR has the obligation to indemnify and compensate such damages within a reasonable period and at the first properly supported demandclaim. THE CONTRACTING PARTY shall not be liable for errors committed by The CONTRACTOR against third parties for their negligence when carrying out the agreed work under this Agreement.ARTICLE NINE: SUBSISTENCE OF RIGHTS AND OBLIGATIONS. Any provision of the Contract and its supporting documents which by their nature, may be reasonably expected to be fulfilled, after completion thereof, shall remain in force and shall be payable after such completion. ARTICLE TEN ELECTION OF ADDRESS.For all notifications and matters related to this Contract, the Parties select as their addresses, the following:THE CONTRACTING PARTY: Ave. Independencia No. 604, Corner Fray Cipriano de Utrera, Centro de los Héroes de Constanza, Maimón and Estero Hondo. Edificio de la CDEEE, 3er. Piso.THE CONTRACTOR: 411, Yeongdongdaero, Gangnam-gu, Seoul 135-791, Korea; and Calle Mario García Alvarado, No 63, Edificio ESD, Ensanche Quisqueya, Santo Domingo, República Dominicana.ARTICLE ELEVEN: For all other

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legal purposes arising out of this Agreement, the Parties, agree to be subject to the obligations agreed between the parties according to the agreed General and Special Conditions of the Contract and the offer made and accepted in the bidding process. For matters not covered by the Agreement, the Parties are subject to the common law.ARTICLE TWELVE: AMENDMENTS TO THE AGREEMENT.THE PARTIES may amend the terms of the present Agreement, by drawing up a written amendment signed by both Parties. ARTICLE THIRTEEN: The term of this Contract for the supply and installation shall be for up to two (2) years, subject towith compliance subjet toand Force Majeure. SIGNED AND SEALED in three (3) originals, each of the same tenor and effect, one for each of the Parties and one for registrationregistry purposes, in the city of Santo Domingo de Guzmán, Distrito Nacional, Capital of the Dominican Republic, on ___________ (___) day of the month of April of the year Two Thousand and Eleven (2011).

For and on behalf of the Corporación Dominicana de

Empresas Eléctricas Estatales (CDEEE)

For and on behalf of Korea Electric Power Corporation, KEPCO

Lic. Celso José Marranzini Pérez Mr. __________ Secretary of State

Executive Vice PresidentVice President of KEPCO

Representative, Authorized Agent

I, _______________________________________, Registration Number. the undersigned ________, Lawyer, Notary Public in the National District, certify and attest that the signatures which appear at the bottom of this document were made freely and voluntarily in my presence by LIC. CELSO JOSE MARRANZINI PEREZ and ________, whose personal details are held on file and, who have stated that they are the same as they are accustomed to use in both public and private life. In the city of Santo Domingo de Guzmán, National District, Capital of the Dominican Republic on _____________ (__) day and month of April of the year Two Thousand and Eleven (2011)._______________________PUBLIC NOTARY NOTARY PUBLIC

II. The General Conditions of the Contract;

1. Definitions 1.1. The following words and expressions have the meanings hereby assigned to them:

(a) “Bank” means Inter-American Development Bank (IDB) or any fund managed by the Bank.

(b) “Contract” means the Agreement between The Contracting Party and The Contractor, together with the Contract documents referred to therein, including all annexes and appendices, and all other documents incorporated here by reference.

(c) Contract Documents” means documents listed in the

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Agreement, including any amendments.

(d) “Contract Price” means the price payable to the Contractor as set out in the Agreement, subject to the conditions and adjustments or deductions thereto as appropriate according to the terms of the Contract.

(e) “Day” means calendar day.

(f) “Compliance” means that The Contractor has completed the delivery of the Related Services in accordance with the terms and conditions set out in the Contract.

(g) “GCC” means the General Conditions of the Contract.

(h) “Goods” means all products, raw materials, machinery and equipment and other materials which the Contractor mustshall supply to the Contracting Party under the Contract.

(i) “The Country of the Contracting Party" is the country specified in the Special Contract Conditions (SCC).

(j) “The Contracting Party” means the entity purchasing the Goods and Related Services, as indicated in the SCC:

(k) “Related Services” means incidental services relating to the provision of goods, such as transportation, insurance, installation, commissioning, training and initial maintenance and other similar obligations of the Contractor under the Contract.

(l) “SCC” means Special Conditions of the Contract.

(m) “Subcontractor” means any natural person, private or public entity, or any other combination thereof, with whom the Contractor has subcontracted any part of the provision of the Goods or performance of any part of the Services.

(n) “Contractor” means any a natural person, legal or government entity, or a combination thereof, whose

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offer to perform the contract has been accepted by The Contracting Party and is named as such in the Contract.

(o) “The Project Site”, where applicable, means the place named in the SCC.

2. Contract Documents

2.1 Subject to the order of precedence established in the Agreement, means all documents forming a part of the Contract (and all components included therein) are correlative, complementary and mutually explanatory. The Contract shouldshall be read integrallyin its entirety.

3. Fraud and Corruption

3.1 The Bank requires that all borrowers (including grant beneficiaries), executing agencies and procurement agencies, as well as all firms, entities and individuals bidding for or participating in projects financed by the Bank including, among others inter alia, applicants, suppliers, contractors suppliers and dealers (including their respective officers, employees and agents) observe the highest ethical standards and report to the Bank all suspected acts of fraud or corruption of which they have knowledge or information during the selection process and negotiation or execution of a contract. Acts of fraud and corruption are forbidden. Fraud and corruption include acts of: (a) Corrupt practice; (b) fraudulent practice; (c) coercive practice; and (d) collusion. The definitions set out below correspond to the most common types of fraud and corruption, but are not exhaustive. For this reason, the Bank shall also take action in the case of similar acts or allegations related to alleged acts of fraud and corruption, even though they are not specified in the list below. The Bank will in all cases, follow the procedure set out in Clause 3.1 (c). For the purposes of compliance::

(a) The Bank defines, for the purposes of this provision, the terms listed below:

(i) A corrupt practice is the offering, giving, receiving or soliciting, directly or indirectly, anything of value to influence improperly the actions of another party;

(ii) A fraudulent practice is any act or omission, including misrepresentation of facts and circumstances, which deliberately or through gross negligence, cheat, or attempt to mislead, a party for financial gain or other reasons or to

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avoid an obligation;

(iii) A coercive practice is to harm or cause harm, or threaten to harm or damage, directly or indirectly, any party or property to influence improperly the actions of a party; and

(iv) A collusive practice is an agreement between two or more parties with the intention to achieve an improper purpose, including to influencinge improperly the actions of another party.

(b) If it is found that, in accordance with administrative procedures that any firm, entity or individual bidding for or participating in a Project financed by the bank including among others, lenders, suppliers, sellers, contractors or sub contractors suppliers and dealers, executing agencies and concessionaires, including among others, borrowers, lenders, suppliers, contract-ors, subcontractors, Suppliers and agents, executing agencies or Buyers procurement agenciesorganizations (including their respective officers, employees and representatives) have committed an act of fraud or cor-ruption, the Bank may:

(i) decide not to fund any proposal regarding tendered contracts or awarded contractsto award a contract or a contract awarded for the purchase of goods or contracting of works financed by the Bank:

(ii) suspend the disbursement of the operation if it is determined at any stage that there is sufficient evid-ence to support a finding that an employee, agent or representative of the Borrower, the Executing Agency or the Buyer Agency has committed an act of fraud or corruption;

(iii) Cancel and/or accelerate payment of part of the loan or grant earmarked for the contract when there exists evidence that the Borrower or Beneficiary of the Grant, has not taken adequate corrective meas-ures within a time that the Bank considers to be reasonable and in accordance with the guarantees of due process established in the Borrower country:

(iv) Issue a reprimand in the form of a formal letter of censure to the conduct of the firm, entity or indi-vidual:

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(v) Declare a person, entity or firm ineligible, either permanently or for a certain period of time, to be awarded or to take part in contracts financed by the Bank except under such conditions as the Bank deems appropriate;

(vi) Refer the matter to the relevant authorities’ re-sponsible for enforcing the laws: and/or

(vii) Impose other sanctions it deems appropriate under the circumstances, including the imposition of fines that represent to the Bank a reimbursement of the costs related to the investigations and prosecutions. Such sanctions may be imposed in addition to or in lieu of other sanctions.

(c) The Bank has established administrative procedures for cases involving allegations of fraud and corruption within the procurement process or the execution of a contract financed by the Bank which are available at the Bank’s website (www.iadb.or g ). For such purposes, any complaint shall be submitted to the Office of the Bank’s Institutional Integrity (OII) to carry out an investigation. Complaints may be submitted confidentially or anonymously.

(d) Payments shall be expressly conditioned to that the participation of the Contractors in the procurement process and has beeingn kept in accordance with applicable Bank policies on fraud and corruption described in Clause 3.1.

(e) The imposition of any action to be taken by the Bank in accordance with the provisions referred to in this clause may be public or private, in accordance with Bank policies.

3.2 The Bank shall have the right to require demandthat, in contracts financed by a Bank loan or grant, including the inclusion of a provision requiring bidders, suppliers, contractors, subcontractors, suppliers and licensees to enable the Bank to inspect their accounts and records and any other document relating to the submission of proposals and contract performance and to have them audited by auditors appointed by the Bank. To this end, the Bank shall have the right to require demand the inclusion of a provision requiring bidders, suppliers, contractors, subcontractors, suppliers and dealers: (i) maintain all records and

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documents related to projects financed by the Bank for a period of three (3) years after completion of the work contemplated in the contract: and (ii) deliver any document necessary for the investigation of allegations of fraud or corruption and to make available to the Banks employees or agents of the bidders, suppliers, contractors, subcontractors suppliers and dealers who have knowledge of the Project financed by the Bank to respond to queries from the staff of the Bank or any investigator, agent, auditor or properly designated provider for the review of the audit documents. If the bidder, supplier, contractor, subcontractor, supplier or licensee breaches the requirement of the Bank, or otherwise obstructs the matter reviewed by the Bank, the Bank, at its sole discretion, may take appropriate action against the bidder, supplier, contractor, subcontractor, supplier or licensee.

3.3 The Contractor states and warrants:

(i) That it has they have read and understand the ban on acts of fraud and corruption prepared by the Bank and agree to abide by the relevant standards;

(ii) That it hasthey have not engaged in any violation of the policies on fraud and corruption described in this document;

(iii) That it hasthey have not misrepresented or concealed any material facts during the procurement processor the execution of this Contract;

(iv) That none of its directors, officers or shareholders has been declared ineligible for being awarded contracts financed by the Bank or has been convicted of a crime in connection with fraud or corruption;

(v) That none of its directors, officers or shareholders has been declared ineligible for being awarded contracts financed by the Bank or has been convicted of a crime in connection with fraud or corruption;

(vi) Have it has declared all commissions, fees for agents facilitation payments for services, or agreements to share income related to the Contract or financed by the Bank;

(vii) I t aAcknowledges that the breach of any of these guarantees is the basis for the imposition by the Bank, of any or any set of measures described in Clause 3.1 (b).

4. Interpretation

4.1 If the context so requires, singular means plural and vice

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versa.

4.2 Incoterms

(a) The meaning of any trade term and the rights and obligations of the Parties shall be as described by Incoterms, unless inconsistent with any provision in the Contract.

(b) The terms CIP, FCA, CPT and others similar, when used shall be governed by the provisions in the current edition of Incoterms specified in the SCC and published by the International Chamber of Commerce, Paris, France.

4.3 Entire Agreement

The Agreement constitutes the entire agreement between the Contracting Party and the Contractor and supersedes all communications, negotiations and agreements (whether written or oral) made between the Parties prior to the date of the signing of the Contract.

4.4 Amendment

No amendment or other variation of the Contract shall be valid unless it is written, dated, expressly referes to the present Contract, and is duly signed by an in writing, dated, expressly refers to this Contract, and signed by a duly authorized representative of each of the Parties.

4.5 Limitation of Waivers

(a) Subject to GCC sub.clause 4.5 (b) below hereof, no delay tolerance, delay or approval by either party to when enforceing any term and condition of the contract or the granting of time extensionss by one party to the other, shall prejudicedamage, affect or limit of the rights of that party under the Contract. Also, no waiver granted by any party for a breach of the Contract may serve as a waiver for any later breach of the Contract.

(b) Any waiver of rights, powers or remedies of any one of the Parties under the Agreement mustshall be made in writing, be dated and signed by an authorized representative of the Party granting such waiver, and mustshall specify the obligation being dispensed

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waived and the scope of the waiver.

4.6 Divisibility

If any provision or condition of the Contract is prohibited or rendered invalid or unenforceable, such prohibition, invalidity or unenforceability shall not affect the validity or enforceability of any other provisions and conditions of the Contract.

5. Language 5.1 The Contract, as well as all correspondence and documents relating to the Contract exchanged between the Contracting Party and the Contractor shall be written in the language specified in the SCC. Supporting documents and printed materials that are a part of the Contract may be in another language provided that they are accompanied by an accurate translation of the relevant passages in the specified language, and in that case, the translations will prevail for purposes of interpretation of the Contract.

5.2 The Contractor shall be responsible for all the costs of translation into the governing language, as well as all risks associated with the accuracy of the translation of the documents provided by the Contractor.

6. Joint Venture, Consortium or Association (APCA)

6.1 If the Contractor is a Joint venture, Consortium or Association (APCA) all the parts of which it is composed mustshall be jointly and severally liable to the Contracting Party for compliance with the terms of the Contract and shall designate one of the parts them to act as representative with authority to involve make commitments on behalf of the APCA. The composition or constitution of the Joint Venture shall not be altered without the consent of the Contracting Party.

7. ElegibilityEligibility

7.1 The Contractor and hisits Subcontractors mustshall shall belong to the Bank’s member countries. It is considered that a Contractor or Subcontractor has the nationality of an eligible country if it complies with the following requirements:

(a) An Individual has the nationality of a member of the Bank if heit or she meets one of the following requirements:

i. Is a citizen of a member country; orii. has established residence in a member country

as a “bona fide” resident and is legally permitted to work in that country.

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(b) A firm has the nationality of a member country if it satisfies two of the following requirements:

i. It is legally constituted or incorporated under the laws of a member country of the Bank; and

ii. more than fifty percent (50%) of the capital of the company is owned by individuals or firms from member countries of the Bank.

7.2 All members of a joint venture, consortium or association (APCA) with joint and several liability and all subcontractors mustshall shall comply with the requirements specified above.

7.3 All Goods and Related Services to be supplied under the contract and financed by the Bank mustshall shall originate in any member country of the Bank. Goods originating in a Bank member country are those mined, grown, harvested or produced in a Bank member country. Goods are produced when through manufacturing, processing or assembling, the result is a commercially recognized article whose basic characteristics, function or purpose of use are substantially different from its parts or components. In the case of goods that consist of various individual components that need to be interconnected (which may be executed by a supplier, the buyer or a third party) in order that the goods may function, and without regard to the complexity, the Bank considers that such goods are eligible for funding if the assembly of individual components was made in a member country. When the goods are a combination of several individual items that are normally packed and sold commercially as a single unit, the goods are considered to have come from the country where it was packed and shipped to the buyer. For the purposes of determining the origin of goods identified as “Made in the European Union” they will be eligible without the need to identify the specific country of the European Union. The origin of the materials, parts or components of the goods or the nationality of the producing company, assembler, distributor or seller does not determine their origin.

8. Notifications

8.1 All notices between the Parties under this Contract shall be in writing and sent to the address indicated in the SCC. The term “in writing” means communicated in written form with proof of receipt.

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8.2 A notice will be effective on the later of the day of delivery and or the date of the notification letter, whichever occurs the latest.

9. Applicable Law.

9.1 The Contract shall be governed by and construed under the laws of the country of the Contracting Party, unless otherwise indicated in the SCC.

10. Dispute Resolution

10.1 The Contracting Party and the Contractor shall make every effort to resolve amicably, through informal, direct negotiation, any disagreement or dispute arising between them under or in reference to the Contract.

10.2 If, after twenty-eight (28) days, the Parties have been unable to resolve the controversy or difference by such mutual consultation, then the Contracting Party or the Contractor may inform the other party of its intention to initiate arbitration proceedings with respect to the matter in dispute in accordance with the provisions below., Nno person party may commence arbitration proceedings with regard to that matter if no such notice has been issued. Any dispute or difference, whose intention to initiate arbitration in compliance to the present clause has been notified, it shall be resolved definitely through arbitrage. regarding that which has been notified of the intention to initiate arbitration proceedings in accordance with this clause shall be finally settled by arbitration. The arbitration process may begin before or after the delivery of the goods under the Contract. The arbitration shall be conducted under the rules of procedure specified in the SCC.

10.3 Notwithstanding any references to arbitration in this document,

(a) both sides shouldshall shall continue to perform their respective obligations under the Contract, unless the Parties agree in some other manner: and

(b) The Contracting Party shall pay any money amount due to the Contractor.

11. Scope of the provisions

11.1 The Goods and Related Services are to be supplied as provided in the Schedule of Requirements.

12. Delivery and Documents

12.1 Subject to the provisions of GCC sub clause 32.1, delivery of the Goods and Related Services shall be in accordance with the Delivery and Completion Schedule specified in the Schedule of Requirements. The details of shipping and other

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documents to be supplied by the Contractor are specified in the SCC.

13. Contractor’s Responsibilities

13.1 The Contractor shall provide all the Goods and Related Services included in the Scope of Supplies in accordance with Clause 11 of the SCC and the Delivery and Completion Schedule in accordance with Clause 12 of the SCC.

14. Contract Price

14.1 The prices charged by the Contractor for the Goods supplied and the Related Services provided under the contract may not be different from those quoted by the Contactor in the bid, except for any price adjustments authorized by the SCC.

15. Payment Terms

15.1 The contract price, including any advance payment, if applicable, is to be paid as specified in the SCC.

15.2 The request for payment by the Contractor shall be in writing to the Contracting Party accompanied by receipts describing, where appropriate, the Goods delivered and Related Services performed, and documents submitted in accordance with Clauses 7.4 and 12 of the SCC and in compliance with the contract requirements.

15.3 The Contracting Party shall make prompt payments, but in no case, later than sixty (60) days after the presentation of the invoice or acceptance by the Contracting Company of the payment request made by the Contractor.The Contracting Party shall make prompt payments, but in no case, later than sixty (60) days alter presentation of the invoice or payment request by the Contractor, and after its acceptance by the Contracting Party.

15.4 The currency that will be paid to the Contractor under the terms of this Contract shall be that which the Contractor had stated in hisits offer.

15.5 If the Contracting Party fails to make any payment to the Contractor, on the corresponding dates or within the period specified in the SCC, the Contracting Party shall pay the Contractor interest on the amount of the delinquent payments at the interest rate stated in the SCC for the period of delay until full payment has been made, whether before of after any trial or arbitration award.

16. Taxes and Duties

16.1 In the case of Goods manufactured outside the country of the Contracting Party, the Contractor shall be fully responsible for all taxes, stamp duties, licence fees, and other similar charges imposed outside the country of the

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Contracting Party.

16.2 In the case of Goods manufactured in the country of the Contracting Party, the Contractor shall be fully responsible for all taxes, stamp duties, license fees, and other similar charges imposed up to delivery of the Goods contracted by the Contracting Party.

16.3 The Contracting Party will make hisits best endeavours for the Contractor to benefit from the widest possible scope of any tax exemptions, grants, or legal privileges that may apply to the Contractor in the country of the Contracting Party.

17. Compliance Assurance

17.1 If so stipulated in the SCC, the Contractor, within a period of twenty-eight (28) days of notification of the award of the Contract, shall furnish provide the Contract Performance Guarantee for the amount specified in the SCC.

17.2 The proceeds of the Performance Bond shall be made payable to the Contracting Party as compensation for any loss that might result from t breach of contract by the Contractor.he failure of the Contractors obligations under the Contract.

17.3 As stated in the SCC, the Performance Bond, if required, shall be denominated in the same currency as the Contract or in a freely convertible currency, acceptable to the Contracting Party and presented in one of the formats stipulated by the Contracting Party in the SCC, or in any other format acceptable to the Contracting Party.

17.4 Unless otherwise specified in the SCC, the Compliance Guarantee shall be released by the Contracting Party and returned to the Contractor not later than twenty-eight (28) days from the date of completion of the Contractor’s obligations under the Contract, including any guarantee regarding the Goods.

18. Copyright 18.1 The copyright of all the drawings, documents and other materials containing data and information provided to the Contracting Party by the Contractor shall remain as the property of the Contractor. If this information was provided directly to the Contracting Party or through the Contractor by third parties, including suppliers of materials, the

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copyright of these materials will remain as the property of such third parties.

19. Confidentiality of Information

19.1 The Contracting Party and the Contractor shall keep confidentiality and never at any time release to third parties, without the written consent of the other Party, any documents or data or other information which may be directly or indirectly supplied to the other Party in connection with the Contract, before, during or after the execution of the Contract. Notwithstanding the foregoing, the Contractor may furnish hisits subcontractors such documents, data and information received from the Contacting Party to enable them to carry out their tasks under the Contract. In this case, the Contractor shall obtain from the Subcontractors, a confidentiality agreement similar to that required of the Contactor under Clause 19 of the GCC.

19.2 The Contracting Party shall not use such documents, data or other information received from the Contractor for any use not related to the Contract. The Likewise, the Contracting PartyContractor shall not use such documents, data or other information received from the Contractor for any use not related to the Contract.

19.3 The obligation of the Parties in accordance with Sub-clauses 9.1 and 19.2 of the GCC referred to above, shall not apply to information that:

(a) The Contracting Party and the Contractor need to share with the Bank or other institutions involved in the financing of the Contract;

(b) which now presently or in the futureor later enters the public domain through no fault of the Parties;

(c) Can be shown proven that it was in the possession of that Party at the time that it was released divulged and was not obtained previously, either directly or indirectly from the other Party :or

(d) That becomes lawfully available, having been made available by a third party who has no obligation of confidentiality.

19.4 The foregoing conditions of this Clause 19 of the GCC Clause19 shall not affect in any way any obligation of

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confidentiality given by either Party before the date of the Contract with regard to the Supplies or any part of them.

19.5 The provisions of Clause 19 of the GCC shall remain valid after fulfilment or termination of the contract for whatever reason.

20. Subcontracting

20.1 The Contractor shall notify the Contracting Party, in writing, of all subcontracts awarded under the Contract if not already specified in the tender. Such notifications, in the original offer or later, shall not exempt the Contractor from hisits obligations, duties and undertakings or responsibilities undertaken by virtue of this Contract.

20.2 All subcontracts shall comply with the provisions of Clauses 3 and 7 of the GCC.

21. Specifications and Standards

21.1 Technical Specifications and Drawings

(a) The Goods and Related Services provided under this contract shall conform to the specifications and standards set out in Section VI, Schedule of Requirements and, when there is no reference to an applicable standard, the standard that is equal to or higher than the official standard shall apply, whose application is appropriate in the country of origin of the Goods.

(b) The Contractor shall have the right to refuse responsibility for any design, data or drawing, specification or other document, or any amendment provided or designed by or on behalf of the Contracting Party, by notifying the Contracting Party of such rejection.

(c) When the Contract makes reference to codes and standards under which it is executed, the edition or revised version of the codes and standards will be specified in the Schedule of Requirements. Any changes in such codes or standards during the execution of the Contract shall be applied only with the prior approval of the Contracting Party and such change will be governed in accordance with Clause 32 of the GCC.

22. Packing and Documents

22.1 The Contractor shall package the goods as required to prevent damage or deterioration during transit to their final destination indicated in the Contract. The packing shall be sufficient to withstand, without limit, rough and careless

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handling, exposure to extreme temperatures, salt and rainwater, and storage in open spaces. The size and weight of the packages shouldshall be considered, as well as where appropriate, the remoteness of the final destination of the goods and the absence of heavy facilities equipment for the handling of goods at all points where the goods are to be transhipped.

22.2 The packing, marking and documentation to be placed inside and outside the packages mustshall comply strictly with the special requirements stated in the Contract, and any other requirements, if any, specified in the SCC and any other instructions ordered by the Contracting Party.

23. Insurance 23.1 Unless otherwise stipulated in the SCC, the Goods provided under this Contract mustshall be fully insured in a freely convertible currency from an eligible country, against loss or damage or incidental damage which may occur during manufacture, acquisition, transport, storage and delivery, in accordance with the relevant Incoterms or as required according to the SCC.

24. Carriage 24.1 Unless otherwise specified in the SCC, responsibility for arranging transportation of the Goods is governed by the Incoterms specified.

25. Inspections and Testing

25.1 The Contractor shall perform all the tests and/or inspections of the Goods and Related Services as provided in the SCC, at hisits expense and without cost to the Contracting Party.

25.2 The inspections and tests may be conducted on the premises of the Contractor or hisits subcontractors, in the place of delivery and/or the final destination of the Goods or elsewhere in the country of the Contracting Party established in the SCC. In accordance with Sub clause 25.3 of the GCC, when such inspections or tests are carried out on the premises of the Contractor or hisits subcontractor, all reasonable facilities and assistance shall be provided, including access to drawings and production data without charge to the Contracting Party.

25.3 The Contracting Party or hisits designated representative shall be entitled to attend all tests and/or inspections referred to in Sub clause 25.2 of the GCC, as long heit bears all costs and expenses incurred in hisits participation, including travel, lodging and meals.

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25.4 When the Contractor is ready to perform such tests and inspections, heit shall promptly notify the Contracting Party indicating the time and place. The Contractor shall obtain from a third party, if any, or from the makermanufacturer, whatever permission or consent is necessary to allow the Contracting Party or hisits designated representative to attend the tests and inspections, when the Contractor is readyavailable.

25.5 The Contracting Party may require the Contractor to perform some tests and/or inspections that are not required in the Contract, but deemed necessary to verify that the characteristics and performance of the goods comply with the codes of the technical specifications and standards established in the Contract. Reasonable additional costs incurred by the Contractor for such tests and inspections shall be added to the Contract Price. Further, if such tests and/or inspections impede the progress of construction and/or performance of other obligations of the Contractor under the Contract, appropriate adjustment shouldshall shall be made to the Delivery Dates and Compliance and other affected obligations.

25.6 The Contractor shall submit to the Contracting Party a report of the results of such tests and/or inspections.

25.7 The Contracting Party may reject any Goods or their parts that do not pass the tests or inspections or not conforming to the specifications. The Contractor may either rectify or replace such rejected Goods or parts or make the necessary modifications to meet the specification, at no cost to the Contracting Party. HeIt mustshall also repeat the test or inspection, at no cost to the Contracting Party, after notifying the Contracting Party under Sub-Clause 25.4 of the GCC.

25.8 The Contractor agrees that neither the testing nor inspections of the Goods or their parts, nor the presence of the Contracting Party or hisits representative, nor the issuance of reports in accordance with Sub-Clause 25.6 of the GCC, shall exempt him from the guarantees or other obligations under the Contract.

26. Settlement for Damages

26.1 Except as provided in Clause 31 of the GCC, shouldshall the Contractor fail to comply with the delivery of all or part of the Goods by the date(s) set or the provision of the

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Related Services within the period specified in the Contract, without prejudice damage to other resources of the Contacting Party under the Contract, heit may deduct from the Contract Price as settlement for damages, a sum equivalent to the percentage of the delivery price of the delayed goods or the unprovided services as set out in the SCC for each week or part thereof of delay up to the maximum percentage specified in the SCC. Upon reaching the maximum, the Contracting Party may terminate the Contract in accordance with Clause 34 of the GCC.

27. Guarantee of the Goods

27.1 The Contractor warrants that all the goods provided under the Contract are new, unused, of recent or current model technology and incorporate all recent improvements in design and materials, unless the Contract stipulates otherwise.

27.2 In accordance with Sub-Clause 21.1(b) of the GCC, the Contractor warrants that all goods supplied shall be free from defects resulting from acts and omissions that they may have been subject to, or arising from design, materials or manufacture, under normal use under the prevailing conditions in the country of final destination.

27.3 Unless otherwise specified in the SCC, the warranty shall remain in effect for a period whose termination shall be the earlier of the following periods: Twelve (12) months from the date on which the goods or any part of them as deemed appropriate, have been delivered and accepted at their final destination specified in the Contract, or eighteen (18) months from the date of shipment from the port or place of freight in the country of origin.

27.4 The Contracting Party shall notify the Contractor of the nature of any defects and will provide all available evidence, immediately after discovery. The Contracting Party will permit the Contractor reasonable facilities to inspect such defects.

27.5 Upon receipt of such notice by the Contractor, and within the time specified in the SCC, heit mustshall repair or replace as quickly as possible, the defective Goods, at no

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cost to the Contracting Party.

27.6 If the Contractor after having been notified, fails to correct the defects within the period specified in the SCC, tThe Contracting Party, within a reasonable time, may proceed to take the necessary steps to remedy the situation, for at the expensethe account and risk of the Contractor and without prejudice to other rights that the Contracting Party may have against the Contractor under the terms of the Contract.

28. Compensation for Patent Rights

28.1 In accordance with Sub-Clause 28.2 of the SCC, the Contractor shall indemnify and hold harmless the Contracting Party and its employees and officers in the event of lawsuits, actions or administrative proceedings, claims, demands, losses, damages, costs and expenses of any nature, including expenses and legal fees, that the Contracting Party may face as the result of infringement or alleged infringement of patent rights, model use, registered design, trademark, copyright or other registered intellectual property right or otherwise existing at the date of the Contract due to:

(a) The installation of the goods by the Contractor or the use of the Goods in the country of the Project site; and

(b) the sale of products produced by the Goods in any country.

Such compensation shall not proceed if the Goods or any part thereof were used for purposes unforeseen in the Contract or for purposes that could not reasonably be inferred from the Contract. The compensation does not cover any infringement resulting from use of the Goods or any part thereof, or any product produced as the result of association or combination with other equipment, plant or materials not supplied by the Contractor under the Contract.

28.2 If any proceedings are brought or any claims are made against the Contracting Party as the result of any situations described in Sub-Clause 28.1 of the GCC,. the Contracting Party shall promptly notify the Contractor and may, for its own risk and account and in the name of the Contractor, respond to such proceedings or demand, and conduct the necessary negotiations to reach and agreement on such proceedings or claim.

28.3 If the Contractor does not notify the Contracting Party within twenty-eight (28) days from the receipt of said

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notice, of its intention to proceed with such proceedings or claim, the Contracting Party shall be entitled to take such action on its own behalf.

28.4 The Contracting Party shall, at the request of the Contractor, render provide all possible assistance to the Contractor to answer these legal actions or claims. The Contracting Party shall be reimbursed by the Contractor for all reasonable expenses incurred.

28.5 The Contracting Party shall indemnify and hold harmless, the Contractor and hisits employees, officers and Subcontractors from any suit, action or administrative proceedings, claims, demands for loss, damage, costs and expenses of any nature, including attorney’s fees and expenses, which could affect the Contractor as the result of any infringement or alleged infringement of patents, equipment models, registered designs, trademarks copyrights or other intellectual property rights registered or otherwise, existing at the date of the Contract which may arise in connection with any design, data, drawings, specifications or other documents or materials that have been supplied or designed by or in the name of the Contracting Party.

29. Limitation of LiabilityLimited Liability

29.1 Except in cases of gross negligence or bad faith,

(a) the Contractor shall have no liability in contract, tort, or otherwise against the Contracting Party for loss or indirect or consequential damages, usage loss, production loss, or profit loss or interest costs, providing that this exclusion shall not apply to any of the Contractors obligations to pay the Contracting Party for losses and damages under the Contract, andthe Contractor shall have no liability in contract, tort, or otherwise against the Contracting Party for loss or indirect or consequential damages, loss of use, loss of production, or loss of profits or interest costs, providing that this exclusion shall not apply to any of the Contractors obligations to pay the Contracting Party for losses and damages under the Contract, and

(b) the Contractor’s total liability against the Contracting Party, whether in contract, tort or otherwise, shall not exceed the Contract Price, provided that this limitation shall not apply to the cost of repairing or replacing defective equipment, or affect the Contractor’s obligation to indemnify the Contracting Party with respect to patent

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infringements.

30. Changes in Laws and Regulations

30.1 Unless otherwise specified in the Contract, if after 28 days before prior to the presentation of Bids, any law, regulation, decree, ordinance or statute as law comes into force, the is enactmentenacted, repealed or is modified in the country of the Contracting Party where the Project is located ( including any change in interpretation or application by the competent authorities), which affects that later affects the Delivery Date and/or the Contract Price, such Delivery date and/or Contract Price shall be increased or reduced as appropriate, to the extent that the Contractor has been affected by these changes in the performance of hisits obligations under the Contract. Notwithstanding the foregoing, the increase or decrease in the cost will not be paid separately nor credited if it has been taken into account in the provisions for the adjustment of the price, if applicable, and in accordance with Clause 14 of the GCC.

31. Force Majeure

31.1 The Contractor shall not be subject to the execution of hisits Performance Bond, liquidation for losses and damages or termination for non-compliance if the delay or failure to fulfil hisits obligations under the Contract is the result of an event of Force Majeure.

31.2 For the purposes of the Clause, “Force Majeure” means an event or situation beyond the control of the Contractor which is unforeseeable, unavoidable, and is not caused by carelessness or negligence by the Contractor. Such events may include but are not limited to, acts by the Contracting Party in its sovereign capacity, wars or revolutions, fires, floods, epidemics, quarantine restrictions and freight embargoes.

31.3 ShouldShall an event of Force Majeure occur, the Contractor shall notify, in writing, the Contracting Party as soon as possible about this event and its cause. Unless the Contracting Party indicate otherwise in writing, the Contractor shouldshall continue to perform its obligations under the Contract as far as reasonably possible and is to seek all reasonable alternative means as to avoid being affected by the Force Majeure situation.

32. Change Order and Amendments to the Contract

32.1 The Contracting Party may at any time, make changes within the general framework of the Contract, by written order to the Contractor in accordance with Clause 8 of the GCC, in one or more of the following aspects:

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(a) Plans, designs or specifications, where the Goods to be supplied under the Contract are to be manufactured specifically for the Contracting Party;

(b) The method of shipping or packing;

(c) The place of delivery and/or

(d) Related Services to be provided by the Contractor

32.2 If any of such change causes an increase or reduction in cost or time required for the Contractor to fulfil any obligation under the Contract, an equitable adjustment shall be made to the Contract Price or the Delivery/ Completion Schedule or both, and the Contract shall be amended accordingly. The Contractor shall submit the application for adjustment under this Clause, within twenty-eight (28) days from the date from the date when heit received the request for the order change, received from the Contracting Party.

32.3 The prices to be charged by the Contractor for any Related Services that may be needed but were not included in the Contract, shall be agreed upon between the Parties, and shall not exceed the prices currently charged by the Contractor to third parties, for similar services.

32.4 Subject to the above, no changes or modifications are to be made to the Contract, except by written amendment, executed by both Parties.

33. Extension of Time

33.1 If at any time during the execution of the Contract, the Contractor or hisits Subcontractors find themselves in a situation which affects the timely delivery of the Goods or provision of the Related Services, in accordance with Clause 12 of the GCC, the Contractor shall promptly report in writing to the Contracting Party regarding the delay, its probable duration and cause. As soon as the report is received from the Contractor, As soon as possible after being advised by the Contractor, the Contracting Party shall assess the situation and at its discretion may extend the Contractor’s completion deadline. In such circumstances, both Parties shall ratify the extension through an amendment to the Contract.

33.2 Except in the case of Force Majeure, as indicated in Clause 31 of the GCC, any delay in the discharge performance of its obligations for Delivery and Compliance shall render the Contractor liable for claims for and damages in accordance with Clause 26 of the GCC, unless an extension is agreed

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under Sub-Clause 33.1 of the GCC.

34. Completion

34.1 Termination for Breach of ContractDefault

(a) The Contracting Party, independent of other proceedings or claims received for breach of contractwithout prejudice to other resources available, may terminate the Contract entirely or in part, by means of a written note of non-compliance to the Contractor in any of the following circumstances:

(i) If the Contractor fails to deliver any or all of the Goods within the period specified in the Contract or within the permitted extended period approved by the Contracting Party in accordance with Clause 33 of the GCC :or

(ii) if the Contractor fails to comply with any obligation under the Contract, or

(iii) if the Contractor, in the opinion of the Contracting Party, during the bidding process or execution of the Contract, has engaged in acts of fraud and corruption, as defined in Clause 3 of the GCC.

(b) If the Contracting Party terminates the Contact, in whole or in part, in accordance with Clause 34.1(a) of the GCC, it may acquire under terms and conditions that it deems to be appropriate, Goods and Related Services similar to those undelivered or offered. In these cases, the Contractor mustshall pay to the Contracting Party the additional costs resulting from the acquisition. However, the Contactor shall remain liable to complete the execution of those obligations which have remained unfinished.

34.2 Termination for Insolvency

(a) The Contracting Party may terminate the Contract at any time by written notice to the Contractor if the latter shouldshall be declared bankrupt or otherwise insolvent. In this case, the termination shall be without compensation to the Contractor, provided that such termination does not prejudice damage or affect any right of action or remedy which has or may accrue thereafter to the Contracting Party.

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34.3 Termination for Convenience.

(a) The Contracting Party, by notice to the Contractor, may terminate the Contract in whole or in part, at any time, for reasons of convenience. The notice of termination shall specify that the termination is for convenience of the Contracting Party, the extent of the termination and of the liabilities of the Contractor regarding the Contract and the effective date of the termination.

(b) The Ggoods that are ready and complete and ready for shipment within twenty-eight (28) days following receipt by the Contractor, of the notice of termination mustshall be accepted by the Contracting Party in accordance with the terms and prices established in the Contract. As for the rest of the Goods, the Contracting Party may choose from the following options:

(i) that any a portion is completed and delivered in accordance with the conditions and prices of the Contract: or

(ii) cancel pay-off the remainder balance and pay the Contractor an agreed amount for these those goods or Related Services that would have been partially completed and for the materials and parts already procured by the Contractor.

35. Assignment

35.1Neither the Contracting Party nor the Contractor may assign all or part of the obligations that they havehas been assumed under the Contract, except with the prior written consent of the other Party.

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III. The Special Conditions of the Contract

The following Special Conditions of the Contract SCC) shall supplement and/or amend the General Conditions of the Contract (GCC). In the case of conflict, the provisions herein shall prevail over those of the GCC.

GCC1.1(i) The country of the Contracting Party is: The Dominican Republic.

GCC1.1(j) The Contracting Party is: Corporación Dominicana de Empresas Eléctricas Estatales (CDEEE).

During the execution of the Contract, the Contracting Party will be represented by the distribution company EDEESTE. EDEESTE will be responsible for overseeing the work done by the Contractor, ensuring that such works are executed in compliance with all the requirements set out in the Contract. EDEESTE will be directly responsible for interacting with the Contractor, setting the guidelines necessary for the proper execution of the works, in conformity with the provisions of the Contract. EDEESTE will be represented by the available staff, according to their standing. EDEESTE will represent the Contracting Party for the purpose of carrying out the work awarded to the Contractor having, but not limited to, the following functions:

a. Chairing meetings with the Contractor and the Works Project Manager or their representatives;

b. Prepare and ensure faithful execution of the work under the Contract;

c. Prepare monthly Performance Reports to be submitted to the Contracting Party, on the general situation of the Project and a summary of jobs being executed so that they are known at each meeting, as well as progress reports as deemed may be appropriate;

d. Prepare every two months a summary report on the active and passive status of the Project, which will be made available to the Contracting Party;

e. Outline at in each meeting with the Contractor everything related to the life of the project, as well as the tasks to be undertaken towards implementation of the work timetableschedule:

f. Initiate, authorize and process all forms of actions, by express instruction from the Contracting Party; aimed at authorizing or granting consent or settlements, waivers, cancellations, discharges, acceptances or payment;

g. In general, without the above being exhaustive, direct, agree, delegate,

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organize, conduct any kind of transactions or eventsactions, after consulting with the Contracting Party in order to make or finish complete actions,events the object of which have not beenare not specifically mandated.

The Project Implementation Unit of the CDEEE will be responsible for coordinating all technical and administrative activities related to the execution of the works. All instructions, approvals, rejections and other actions and communications concerning the conduct of business between the Contractor and EDEESTE will be processed through the Project Implementation Unit of the CDEEE.

GCC1.1(o) The Project Site is: Santo Domingo, East Zone II to Lot III (EDEESTE).

GCC 4.2(b) The version of the edition of the Incoterms will be: Incoterms 2000

GCC 5.1 The language shall be: Spanish.

GCC 8.1 For notices, the address of the Contracting Party is:

AttentionTo: Lic. Celso José Marranzini Pérez, Executive Vice President.

Postal Mailing address: Av. Independencia No. 604,corner Fray Cipriano de Utrera, Centro de los Héroes de Constanza, Maimón and Estero Hondo.

Floor/Office: 3rd. Floor

City: Santo Domingo

Country: The Dominican Republic.

Telephone: 809-535-9098 Ext. 3056 and 3013

E-mail: uep-adquisiciones@cdeee.gob.do

For notices, the address of the Contractor is:

Attention: Lic. ________, Vice President, Authorized Agent of Korea Electric Power Corporation (KEPCO).

411, Yeongdongdaero, Gangnam-gu, Seoul 135-791, Korea; and

Calle Mario García Alvarado, No 63, Edificio ESD, Quisqueya, Santo Domingo, República Dominicana.

Telephone(s): 82. 2. 3456. 5888 (Korea);_1-809-533-6650 (Santo Domingo) Fax: 1-809-533-5267 (Santo Domingo)_____

E-mail: _________

GCC 9.1 The governing law is that of: The Dominican Republic.

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GCC 10.2 The rules of for the procedure for of the arbitration proceedings process in accordance with Clause 10.2 of the GCC will shall be:

(a) Contract with a foreign Contractor:

GCC 10.2 (a) - any dispute, controversy or claim arising out of or in connection with this Contract, or any breach, termination or cancellation thereof, shall be settled by arbitrations under the UNCITRAL Arbitration Rules.

For that purpose, the Parties shall select the city of New York, United States of America.

(b) Contracts with Contractors, citizens of the country of the Contracting Party:

In the case of a dispute between the Contracting Party and the Contractor, who is a citizen of the country of the Contracting Party, the dispute shouldshall be referred to trial or arbitration in accordance with the laws of the country of the Contracting Party.

GCC 12.1 Details of shipping documents and other documents which mustshall be provided by the Contractor are:

(i) The shipping documents (invoice, manifest shipping or packing list, certificate of origin, insurance certificate, waybill or Bill of Lading, etc.).

(ii) The manufacturer’s warranty.

The Contracting Party shall receive the above documents before arrival of the Goods and, if not received;, all resulting charges will be for the account of the Contractor.

The Contractor shall provide to the Distributor EDEESTE or the Supervisor, a detailed chronological program within 20 days of the date of receipt of the notification for the Start of the Works. The Contractor shall submit a revised program the case whenin the case the previous program was not consistent with the actual progress or with the Contractor’s obligations. Each one of the programs mustshall include:

(a) The order in which the Contractor intends to carry out the Works, including the schedule of for each stage of design (if applicable) contract documents, procurement, deliveries to the work site, assembly and testing.

(b) each of the stages of work of for each Sub-Contractor.

(c) the sequence and timing of the inspections and tests specified in the

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Contract, and

(d) a support report that includes:

(i) an overview of the methods to be adopted envisaged by the Contactor and the main stages in the execution of the Works, and

(ii) details that reflect the Contractor’s reasonable estimate of thein terms of number of each type of employee and the equipment of each type required by the Contractor will require at the Work Site for each main stage.

GCC 13.1 The Contractor shall sketch the Works based on the original points, lines and benchmarks specified in the Contract or notified to the Supervisor. The Contractor shall be responsible for the correct positioning of all the parts of the Works, and will correct any error in the position, levels, dimensions or their alignment. The Contracting Party shall be responsible for any errors in the benchmarks indicated or notified, but the Contractor will reasonably attempt to verify the accuracy of the data before it is used.

If the Contractor suffers a delay incurs costs in performing the work required as a result of an error in the benchmarks, which an experienced contractor could not reasonably detect, and avoid such delay or additional cost, THE CONTRACTOR shall notify this to the Supervisor and be entitled to the following:or incurs in costs for performing work required as a result of an error in the benchmarks, which an experienced contractor could not reasonably detect, and avoid this delay or additional cost, the Contractor shall notify this to the Supervisor and be entitled to the following:

an extension of time for the time of the delay, if there has been a delayit has delayed or will be a delay in the Completion of the Works, in virtue of Sub-Clause 33.1 Extension of Time, and

(a) payment for incurred Costs plus profit, which the corresponding amount shall be included in the Contract Price,payment of such Cost plus profit, an amount that will be included in the Contract Price, in accordance with the provisions of clause 32.1 GCC and SCC.

GCC 14.1 The prices of the Goods supplied and the Related Services performed will not be adjustable.

The Contractor shall be deemed:

(a) to be satisfied with the Accepted Contract Amount in terms of

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appropriateness and adequacy, and

(b) to be have based the Accepted Contract Amount on the data, interpretations, the required information the inspections, the examinations and compliance with all relevant matters specified in the tender documents.

GCC 15.1 The form and terms of payment to the Contractor under the Contract shall be the following:

Payment in foreign currency will be made in United States Dollars in the following manner:

(i ) Advance Payment: Ten percent (10%) of the Contract Price shall be paid within thirty (30) days following the signing of the Contract, against payment request and the presentation of a bank guarantee issued by a financial institution of the formal sector with representation in the Dominican Republic for an amount equivalent and valid until the goods have been delivered in the manner set out in the bidding documents or in such manner as the CONTRACTING PARTY may find acceptable. The bank guarantee shall be issued in the same currency as the Advance Payment.

(ii) Partial payments against delivery and installation of the goods: Eighty percent (80%) of the price of the goods delivered and installed, as set out in the Contract, will be paid against the presentation of the documents specified in clause 12 of the GCC. These percentages will be divided by paying the corresponding percentages each time that partial deliveries and installations are completed, subject to the satisfactory acceptance by THE CONTRACTING PARTY or its representative, until the 80% has been completed. These partial and periodic payments are to be processed according to the requests for approval of payment drawn up with the participation of the Supervision.

(iii) On acceptance of the goods: The ten per cent (10%) remaining of the Contract Price, shall be paid within thirty (30)days following receipt and installation of the goods, as well as the completion of the related services that are subject to this contract against the presentation of a payment request accompanied by an acceptance certificate issued by the Supervisor. This payment corresponds to the final payment, prepared by THE CONTRACTOR and the Supervisor: with the verification by the Audit Firm.

(i) Advance: Ten percent (10%) of the Contract Price shall be paid within thirty (30) days following the signing of the Contract,

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against payment request and the presentation of a bank guarantee issued by a financial institution of the formal sector with representation in the Dominican Republic for an amount and equivalent and valid until the goods have been delivered in the manner set out in the bidding documents or in such manner as the Contracting Party may find acceptable. The bank guarantee shall be issued in the same currency as the Advance.

(ii) Partial payments against delivery and installation of the goods: Eighty percent (80%) of the price of the goods delivered and installed, as set out in the Contract will be paid against presentation of the documents specified in clause 12 of the GCC. These percentages will be divided, paying the corresponding percentages each time that partial deliveries and installations are completed, subject to the satisfactory acceptance by the Contracting Party or his representative, until the 80% is completed. These partial and periodic payments are to be processed according to the certification drawn up with the participation of the Supervision.

(iii) On acceptance of the goods: Ten per cent (10%) remaining of the Contract Price, shall be paid within thirty (30)days following receipt and installation of the goods, against presentation of a payment request accompanied by an acceptance certificate issued by the Supervisor. This payment corresponds to the stage or final payment, prepared by the Contractor and the Supervisor: with the verification by the Audit Firm.

GCC 15.2 THE CONTRACTOR shall submit to the Supervisor at the end of each month a request for approval of payment or request for payment, in three copies, in a manner agreed with the Supervisor, which contains full details of the amounts deemed to be payable, together with the supporting documents that shall include a monthly progress report.The Contractor shall submit to the Distributor EDEESTE or the Supervisor, at the end of each month a detailed progress report, or the payment request, in three copies, in the manner agreed with the Supervision, in which figure in a detailed manner, the amounts that are considered to be due, together with the supporting documentation that should include a progress report. . The period for the preparation and approval of the program shall be fifteen (15) days counted from the cut off date previously set between the Contractor and the Contracting Party. The Contractor shall be allowed five (5) days for the preparation and presentation of the payment schedule; and the supervisor will be allowed five (5) days for approval and

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handling.

It will shall be considered that the Contractor has fulfilled hisits obligations when the Superviserion issues a Certificate of Compliance, which indicates the date when the Contractor completed hisits obligations under the Contract.

The Supervisor shall issue the Certificate of Compliance within 28 days after the last expiration date of the deadline of the Period for Notification of Defects, which shall extend for 12 months computed from the moment of work completion, or as soon as, after that date, THE CONTRACTOR has presentedof the last date of the expiry of the deadline of the Period for Notification of Defects, which shall extend for 12 months calculated from the moment of the completion of the works, or as soon as possible after that date, the Contractor having presented all the Contractor’s Documents and completed and tested all the Works, including the making good of any defects. A copy of the Certificate of Completion will be issued to the Contracting Party.

It will be considered that only the Certificate of Compliance constitutes acceptance of the Works.

Within a period of 56 days after receipt of the Certificate of Completion, the Contractor shall submit to the Supervisor a draft of final request for approval of payment in three copies and, in a format approved by the Supervisor, which show in detail:

(a) The value of all work completed in accordance with the Contract, and

(b) any additional amounts which the Contractor considers to be payable to him itself under the Contract.

(c) Submission of As-built Drawings

GCC 15.5 The payment term after which the Contracting Party mustshall pay interest to the Contractor is 45 days. The rate of interest to be applied is 0.5 % of the amount payable for each month of delay, up to 10% of the total payable.

GCC 17.1 A Performance Bond equal to 10% of the Contract amount is required.

GCC 17.3 If a Performance Bond is required, it mustshall be in the form of: A Bank Guarantee.

If a Performance Bond is required, it mustshall be denominated in a freely convertible currency acceptable to the Purchaser, issued by a financial institution in the formal sector with representation in the Dominican Republic.

GCC 17.4 The release of the Performance Bond shall take place on the date indicated

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in Sub-Clause 17.4 of the GCC.

GCC 20.1 The Contractor shall notify the Distributor EDEESTE or the Supervisor at least ___ days in advance of the planned date of commencement of work of each subcontractor, and the commencement of work at the Project Site. Each subcontract shall include provisions that give the Contracting Party the right to demand that the subcontract be re-assigned in the event of termination under Clause 34 Termination, as appropriate.

GCC 21.1(b) The Contracting Party and/or EDE-Este shall have the power to make changes within the parameters of the Contract. Any change in plans, specifications, etc., shall be effected through a Change Order and the Contractor shouldshall assist in the design and implementation of the alteration. The Contracting Party shall bear the resulting variations in the price and time of execution of the signed contract.

GCC 22.2 The packing, marking and documentation inside and outside the packages shall be as follows: The packaging mustshall be done so as to ensure the integrity of the goods, against any severe or rough handling. It mustshall also carry the destination name as well as the address. The packages, boxes or other items mustshall be identified: Corporacion Dominicana de Empresas Electricas Estatales (CDEEE), followed by the destination address.

GCC 23.1 The insurance cover shall be as specified in Incoterms 2000.

GCC 24.1 The responsibility for transportation of the Goods shall be as specified in Incoterms 2000.

GCC 25.1 The inspections and tests are to be as follows: The initial tests are carried out by the Contractor at hisits discretion, in order to control the development and the appropriate and timely progress of the works related to testing and start-off. for internal control and development and to ensure progress and sufficient advance of the jobs in hand. However, at the request of CDEEE-EDEESTE, the Contractor shall permit their attendance during testing. (As stated in Section VI. Checklist).

GCC 25.2 The inspections and tests are to be carried out in the circuits in: the East Zone II (EDEESTE); or in any other location that is indicated by the Contracting Party.

GCC 26.1 The value of settlement for damages shall be: 0.5 % per week.

GCC 26.1 The maximum amount of settlement for damages shall be: 10 %.

GCC 27.3 10%.The period of validity of the warranty of the goods shall be 12

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months after delivery of the goods have been delivered, installed and accepted in operation as working at their final destination. For purposes of the Warranty, the final destination(s) shall be:

The final destination shall be: Santo Domingo for Lots III, at each circuit site.

When there are unexpected setbacks whose causes are not attributable to the Contractor, they are to be managed as indicated in Clause GCC 27.3.

GCC 27.5 The period for repair and replacement shall be: 15 days.

GCC 31.2 Also, to be considered as Force Majeure incidents are those weather events of magnitude greater than normal, such as Tidal Waves and Tsunamis.

GCC 32.1 Change Orders will be delivered by the Contracting Party to the Contractor, preferably through Distributor EDEESTE or the Supervisor, with the prior recommendations of the Audit Firm.

When the Change Orders bring about a accumulated cost that exceeds the original Contract’s amount by more than fifteen percent (15%), premium accumulated in the original Contract amount, greater than fifteen percent (15%), the Contract shouldshall be amended, with the prior approval of the IDB. When the Change Orders bring about an accumulated cost that exceeds the original Contract’s amount by less than fifteen percent (15%), the Contract shall be amended and notified to the IDB. premium accumulated in the original Contract amount, greater than fifteen percent (15%), the Contract should be amended, with the prior approval of the IDB.

When the Goods to be supplied under the Contract are to be manufactured specially for the Contracting Party, tThe Contracting Party may order changes or improvements or adjustments to designs or standards which improve the effectiveness of the facilitiesinstallations, or need deemed necessaryto be made.

GCC 32.2 Changes in cost or time, or both, that resulst from an Order Change(s), shall be considered when the causes are not attributable to THE CONTRACTOR. If the change in cost or time,Alterations to the cost or the time or in both cases, which are the result of Order Change(s), shall be considered when the causes are not attributable to the Contractor. If the alterations in cost or time, or both, are due to causes attributable to the Contractor, the contract conditions will not alter and the Contractor shall make the necessary corrections and adjustments to hisits own cost and with the prior approval of the Contracting Party.

GCC 32.3 The Contractor shall submit to the Contracting Party, through Distributor EDEESTE or the Supervisor, an estimate of the costs of the necessary

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Related Services, and identify them bearing in mind, market prices, provided that those prices are convenient to the interests of the Contracting Party. The Contracting Party shall issue its approval within a period not exceeding ten (10) working days counted computed from the receipt of such estimate.

GCC 32.4 The Contracting Party may arrange approval by way of a Change Order. The results of the Change Order will be incorporated into the Contract by way of an Amendment.