1. 1 Bölgesel Rekabet Edebilirlik Operasyonel Programı’nın Uygulanması için Kurumsal Kapasitenin Oluşturulmasına Yönelik Teknik Yardım Technical Assistance on Institutional Building for the Implementation of RCOP in Turkey This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Contract Management Training 04 – 06 May 2011

2. 2 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Agenda - 1  Day # 1  Introduction  Objective of the Training & Expectations of the Participants  Contracting schedules (for all types)  Disbursement schedules (for all types)  Insurance policy samples  Interim payment certificates  Bond and guarantee samples  Drafting Particular Conditions  2 exercises

3. 3 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Agenda - 2  Day # 2  Drafting Particular Conditions  2 exercises

4. 4 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Agenda - 3  Day # 3  Supervision Manuals;  Progress Reports  Site Registration Books, Methodologies, Material Approvals  Test certificates  Taking over certificates  Communication lines  Etc.  Evaluations

5. 5 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Agenda Session # 1 Day # 1, Morning  Introduction  Objective of the Training & Expectations of the Participants  Contracting schedules (for all types)  Disbursement schedules (for all types)  Exercise

6. 6 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Introduction – 1 Trainer: – Kerem Sadıklar – Civil Engineer & MBA – > 15 years of experience including EU & UNDP – kerem.sadiklar@grontmij.com.tr kerem.sadiklar@grontmij.com.tr Participants: – 25 of FCD + TID of RCP – CIC – Knowledge & experience level?

7. 7 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Introduction – 2 Objective of the Training:  By the end of the course, the trainees should; – have a solid understanding of financial planning and monitoring of a project – get accustomed to draft Particular Conditions of Contract for FIDIC – get familiar with the site supervision manuals

8. 8 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Introduction – 3  Therefore the training  will cover  Basic financial and contracting planning  Particular Conditions for a RED FIDIC Contract  Various site supervision manuals  will be interactive; please be participative  will use exercises  will involve team work

9. 9 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Contracting – 1 Execution periods Works: + X months construction + Y months commissioning (if any) + 12 months DLP Supervision: 1 + X + Y + 12 + 2 (ideally…)

10. 10 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Contracting – 2 Technical Assistance: Is the facility to be constructed going to be used during TA? Commencement of TA services should be arranged accordingly. 1 + X months construction?? Supply: Goods are usually delivered after the provisional acceptance of the facility 1 + X months construction??

11. 11 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Disbursement – 1 Works: 10 % Advance (+ 56 days - CFCU) Each IPC (+ 77 days - CFCU) Retention (5%) release after taking over Final Payment (+ 56 Performance Certificate)

12. 12 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Disbursement – 2 Supply: 60 % Pre-finance 40 % after Provisional Acceptance

13. 13 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Disbursement – 3 Service Fee-based Contracts: Pre-Finance: 40 % < 12 months 30 % 12 m < X < 24 m 20 % 24 m < X Interim Payments: every 6 months Final Payment: 10 %

14. 14 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Disbursement – 4 Service Global Contracts: Pre-finance:60 % Final Payment:10 %

15. 15 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Exercise # 1 Please prepare a disbursement schedule for a project including all of the components (Works, Supervision, TAT and Supply).

16. 16 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Agenda Session # 2 Day # 1, Afternoon  Insurance policy samples  Interim payment certificates  Bond and guarantee samples  Drafting Particular Conditions  Exercise

17. 17 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Insurance Policy - 1 The Contractor shall take out insurance in both his own and the Employer’s name. The insurance shall be provided for compensation payable in EURO required to rectify the loss or damage incurred. Insurance for Works and Contractor’s Equipment Insurance against injury to Persons and Damage to Property Insurance for Contractor’s Personnel Construction period – DLP

18. 18 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Insurance Policy - 2 Periods for submission of insurance a) evidence of insurance b) relevant policies 18.1(a) 18.1(b) 14 days after Commencement Date 28 days after Commencement Date Insuring Party18.1The Contractor Amount of third party insurance 18.3 1,000,000 EUR per accident with the number of occurrences unlimited

19. 19 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Guarantees & Securities Tender Guarantee Pre-finance Guarantee Performance Security Retention Guarantee Do not forget to revise the PRAG samples according to FIDIC clause numbers Process Performance Guarantees If any – given by the Contractor

20. 20 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Interim Payment Certificates Let’s review the attached sample cover for of an Interim Payment Certificate

21. 21 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Exercise # 2 Please fill in the attached cover sheet of the interim payment certificate Number 11 Please use IPC number 10 for the exercise

22. 22 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Particular Conditions 1.1 Definitions 1.1.1 The Contract1.1.1.2Delete the sub-clause and substitute: “Contract Agreement” means the “Contract Form”. 1.1.1.4Delete the sub-clause and substitute: “Letter of Tender” means the “Tender Form”, which was completed by the Contractor and includes the signed offer to the Employer for the Works. 1.1.1.5Delete the sub-clause and substitute: “Specification” means the document entitled “Technical Specifications” as included in the Contract, and any additions and modifications to the technical specifications in accordance with the contract. Such document specifies the Works.

23. 23 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Particular Conditions 1.1.2Parties and Persons 1.1.2.2 Delete the sub-clause and substitute: “Employer” means the person named as Contracting Authority in the Contract Form, as well as the Employer in the Appendix to Tender and the legal successors in title to this person. Add the new Sub-Clauses 1.1.2.11, 1.1.2.12, 1.1.2.13 and 1.1.2.14 as follows: 1.1.2.11 “End Recipient of Assistance of Assistance” is the XXX and means the owner of the project after implementation of the Works according to the system established under Instrument for Pre-accession Assistance (IPA) Regional Development Component. 1.1.2.12 “Operating Structure” is the responsible body for the implementation of Regional Competitiveness Programme according to the system established under Instrument for Pre-accession Assistance (IPA) Regional Development Component. And it refers to the Ministry of Industry and Trade (MoIT) – Regional Competitiveness Programme Coordination and Implementation Centre. 1.1.2.13 “Notification of Award” means the letter sent by the Employer to the tenderer notifying that it has been selected for award of the Contract. 1.1.2.14 “EUD” means the Delegation of the European Union to Turkey.

24. 24 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Particular Conditions 1.1.6Other Definitions Add the new Sub-Clauses 1.1.6.10 and 1.1.6.11 as follows: 1.1.6.10 “Eligible Countries” means; all countries eligible for Instrument for Pre-Accession Assistance (Council Regulation (EC) N° 1085/2006 - OJ L 210/82 of 31.7.2006). Please also refer; http://ec.europa.eu/europeaid/work/procedures/implementation /eligibility/documents/a2_eligibilityprogrammes2007- 2013_en.doc 1.1.6.11 “PRAG means the Practical Guide to Contract Procedures financed from the General Budget of the European Union in the context of external action.”

25. 25 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Particular Conditions 1.6Contract Agreement Delete the Sub-Clause and substitute: The Contractor shall sign and return the Contract Agreement within 30 days after receiving the draft contract agreement already signed by the Employer. The Contract Agreement shall not be valid if not submitted together with the Performance Security as described in Sub-Clause 4.2 [Performance Security] 1.10 Employer’s Use of Contractor’s Documents In the second paragraph, after the word “Employer”, insert “and the End Recipient of Assistance” In the last sentence, after the word “Employer”, insert “or the End Recipient of Assistance”

26. 26 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Particular Conditions – 2 Employer 2.1 Right of Access to the Site Delete the second paragraph of the sub-clause and substitute: The Employer shall give the Contractor right of access to, and possession of, the Site within such times as required to enable the Contractor to proceed without disruption in accordance with the programme submitted under Sub-Clause 8.3 [Programme]. Add a new Sub-Clause 2.6 as follows: 2.6The End Recipient of Assistance’s Role Upon notification by the Employer to the Contractor and the Engineer, the Employer may require the End Recipient of Assistance to carry out some of the tasks assigned to the Employer in the Contract. However, the End Recipient of Assistance shall have no authority to amend.

27. 27 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Particular Conditions – 3 Engineer 3.1Engineer’s Duties and Authority At the end of Sub-Clause, add: The Engineer shall obtain the specific approval of the Employer in writing before taking any of the following actions specified hereafter: a) As per Sub-Clause 20.1: agreeing or determining for any matter, which will prolong the Extension of Time for Completion and/or increase the Accepted Contract Amount b) As per Sub-Clause 4.4: approval of a subcontract for which a different subcontractor is named in the Contract c) As per Clause 13: Instructing Variations effecting Accepted Contract Amount or Time for Completion and/or changes to the quality of any item of work The Employer shall, within 21 days after receiving the Engineer’s application, approve or reject the application providing the reasons of rejection. Notwithstanding the obligation, as set out above, to obtain approval, if, in the opinion of the Engineer, an emergency occurs affecting the safety of life or of the Works or of adjoining property, he may, without relieving the Contractor of any of his duties and responsibility under the Contract, instruct the Contractor to execute all such work ……………….

28. 28 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Particular Conditions – 4 The Contractor 4.1 Contractor’s General Obligations At the end of the fourth paragraph Sub-Clause, add: All supplies and material to be incorporated in or required for the Works shall have their origin in any Eligible Source Country as defined in these Particular Conditions. Delete the last paragraph with its sub-bullets of the Sub-Clause and substitute: The Contractor shall be responsible for the part of the Permanent Works designed by the Contractor and it shall, when the Works are completed, be fit for such purposes for which the part is intended as are specified in the Contract.

29. 29 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Particular Conditions – 4 The Contractor 2. Performance Security Delete the second paragraph of Sub-Clause and substitute: The Contractor shall, together with the return of the countersigned contract, furnish to the Contracting Authority a Performance Security for the full and proper performance of the contract. Delete the last paragraph of Sub-Clause and insert: The Performance Security shall be released within 45 days after completion of the following events which last occurs: a) the issuance of the Final Payment Certificate under Sub-Clause 14.13 [Issue of Final Payment Certificate], b) receipt from the Contractor of a letter of release issued by Ministry of Labour and Social Security confirming the Contractor has fulfilled all his statutory Social Security obligations arising in connection with the performance of the Contract to the Employer provided that the laws and regulations require so. Whenever the Engineer determines an addition or a reduction to the Contract Price as a result of a change in cost and/or legislation, or as a result of a Variation amounting to more than 10 percent of the portion of the Contract Price payable in a specific currency, the Contractor shall, at the Engineer’s written request promptly increase, or may decrease, as the case may be, the value of the Performance Security in that currency by an equal percentage. The performance security of a joint venture/consortium shall be in the form of a single security and shall be either in the name of the joint venture/consortium or in the name of the Leader.

30. 30 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Particular Conditions – 4 The Contractor 4.4 Subcontractors At the beginning of Sub-Clause, add: The upper limit for subcontracting is as stated in the Appendix to Tender. At the end of Sub-Clause, add: The Contractor shall ensure that all subcontractors and all suppliers to the Contractor are natural and/or legal person from the countries defined under Sub-Clause 4.1 [Contractor’s General Obligations] Subcontractors must satisfy the eligibility criteria applicable for the award of the contract and they can not be in any of the situations excluding them from participating in contracts which are listed in Section 2.3.3 of the Practical Guide to Contract Procedure for EU External Actions.

31. 31 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Agenda Session # 3 Day # 2, Morning  Drafting Particular Conditions  Exercise

32. 32 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Particular Conditions – 4 The Contractor 4.6Co-operation In sub-paragraph b), after the word “Employer”, insert “or by the End Recipient of Assistance”. 4.7Setting Out Delete the second and following paragraphs of Sub-Clause and substitute: If the Contractor suffers delay and/or incurs Cost from executing work which was necessitated by an error in these items of reference, and an experienced contractor could not reasonably have discovered such error and avoided this delay and/or Cost, the contractor shall give notice to the Engineer and shall proceed in accordance with sub-Clause 20.1 (Contractor’s Claims). The Contractor shall be solely responsible for: a) carrying out an accurate survey of the site with dimensions and levels before commencing any permanent works, b) the accurate setting-out of the Works in relation to the survey carried out under the Contractor’s obligation at (a) of this Sub-Clause and in relation to any officially given original points, lines and levels of reference, c) the correctness of the position, levels, dimensions and alignment of all parts of the Works, and d) the provision of all necessary instruments, appliances and labour in connection with the foregoing responsibilities. A copy of the survey, carried out under the Contractor’s obligation and referred to at (a) of this Sub-Clause, clearly marked with dimensions, alignments and levels is to be submitted to the Engineer. …

33. 33 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Particular Conditions – 4 The Contractor 4.10 Site Data At the end of Sub-Clause, add: f) existing utilities and infrastructure. 4.15 Access Route At the end of Sub-Clause, add: Road access suitable for the transport of all plant and Contractor’s Equipment necessary for the execution of the Works shall be provided by the Contractor. 4.18Protection of the Environment At the end of Sub-Clause, add: The Contractor shall obtain the Engineer’s permission before carrying out any action which may have negative impact on the environment such as cutting of trees, disposal of waste and debris etc. 4.21 Progress Reports At the end of the first paragraph of Sub-Clause, add: Progress reports shall be submitted in English with a Turkish translation.

34. 34 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Particular Conditions – 6 Staff and Labour 6.3Persons in the Service of Employer Insert “and the End Recipient of Assistance’s employees” at the end of the sentence. 6.9Contractor’s Personnel At the beginning of Sub-Clause, insert: The Contractor shall obtain prior approval of the Engineer for replacing the key personnel in the Contract.

35. 35 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Particular Conditions – 7 Plant, Materials and Workmanship Add a new Sub-Clause 7.9 as follows: 7.9 Rules of Origin All supplies and material to be incorporated in or required for the Works shall have their origin in any eligible source country as defined in Sub-clause 1.1.6.10. A product can not originate in a country in which no production process has taken place. On the other hand, the country of production is not necessarily the country of origin but only when the relevant provisions of Council Regulation (EEC) 2913/92 and its implementing regulation are fulfilled. Furthermore, the country of origin is not necessarily the country from which the goods have been shipped and supplied. Where there is only one country of production, the origin of the finished product is easily established. However, in cases where more than one country is involved in the production of goods it is necessary to determine which of those countries confers origin on the finished goods. The country of origin is deemed to be the country in which the goods have undergone their last, economically justified, substantial transformation and the provisions of Article 24 of the Community Customs Code must therefore be applied on a case by case basis to those goods. The Contractor must certify that the goods tendered comply with the origin requirement specifying the country or countries of origin. To this end, the Contractor shall provide “Certificate of Origin”, which must be made out by the competent authorities of the supplies’ or supplier’s country of origin and comply with the international agreements to which that country is a signatory. The official Certificates of Origin must be submitted latest before Taking Over. Failing this, the Contracting Authority can not release any funds to the contractor.

36. 36 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Particular Conditions – 9 Tests on Completion 9.1Contractor’s Obligations At the end of Sub-Clause, add: All tests will be undertaken under the supervision of the Engineer (or his Representative) or, if deemed necessary, under the supervision of independent experts. The Representative of the End Recipient of Assistance will be invited to participate to the tests as observer. Detailed requirements and procedures for testing are stated in the Volume 3 (Technical Specifications)

37. 37 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Particular Conditions – 10 Employer’s Taking Over 10.1Taking Over of the Works and Sections At the end of Sub-Clause, add: The End Recipient of Assistance shall participate to the taking-over process and sign the Taking-Over Certificate as an observer. After issue of the Taking-Over Certificate, the works will be handled over to the End Recipient of Assistance by a Handling-Over Protocol signed by the Handling Over Committee, which will be composed of the End Recipient of Assistance staff. 10.2Taking Over of Parts of the Works Delete 'The Employer shall not' and substitute "Neither the Employer nor the End Recipient of Assistance shall" in the first line of second paragraph Insert "or the End Recipient of Assistance" after 'Employer' in the fourth line of second paragraph 10.3Interference with Tests on Completion Insert "or End Recipient of Assistance" after “for which the Employer” in the second line of the first paragraph.

38. 38 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Particular Conditions – 11, 12 & 13 11.Defects Liability 11.7 Right of Access Insert "or End Recipient of Assistance’s" after “Employer’s”. 12.Measurement and Evaluation 12.2 Method of Measurement 12.3 Evaluation Delete sub-paragraph (b) and substitute with: the method of measurement shall be in accordance with the Bill of Quantities (Volume 4.3.2) and Price Schedules (Volume 4.3.3). Delete sub-paragraph (a) 13.Variations and Adjustments 13.2 Value Engineering Delete sub-paragraph (c).

39. 39 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Particular Conditions – 14 Contract Price and Payment 14.7PaymentDelete sub-paragraphs (a), (b) and (c) and substitute with: (a) the advance payment within 56 days after receiving the documents in accordance with Sub-Clause 14.2 [Advance Payment]; (b) the amount certified in each Interim Certificate within 77 days after the Engineer receives the Statement and supporting documents (c) the amount certified in the Final Payment Certificate within 77 days after the Employer receives this Payment Certificate. At the end of the Sub-Clause, add: The Employer shall not be held liable for reimbursement to the Contractor of any fees, charges or costs levied by the Contractor’s Bank in connection with the transfer of any amount paid to the Contractor by the Employer under the Contract. According to the Turkish Income/Corporate Tax regulations, for construction and repair projects extending over one calendar year, all payments including advance payments are subject to deduction of withholding tax. As stated in Annex-Tax and Customs Arrangements, profit and/or income arising from EU contracts shall be taxable in Turkey in accordance with it’s tax system if the natural and/or legal persons making such profit and/or income have their permanent establishments or fixed base in Turkey according to the provisions of the applicable double taxation agreements as ratified by Turkey.

40. Advanced Training Works Contracts 4-6 May 2011 40 This project is co-financed by the European Union and the Republic of Turkey Particular Conditions – 14 Contract Price and Payment 14.8 Delayed Payment Delete the second paragraph of the Sub-Clause and substitute: These financing charges shall be calculated at the rate applied by the European Central Bank to its main refinancing transactions in Euro, as published each month in the Official Journal of the European Union, C series, on the first day of the month in which the deadline expired, plus three and a half percentage points and shall be paid in Euro. The late payment interest shall apply to the time which elapses between the date of the payment deadline and the date on which the Employer’s account is debited.

41. 41 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Particular Conditions – 14 Contract Price and Payment 14.9Payment of Retention Money Add the following at the end of the sub-clause: When the Taking-Over Certificate has been issued for the Works and the first half of the Retention Money has been certified for payment by the Engineer, the Contractor shall be entitled to substitute a guarantee, in the form annexed to the Particular Conditions or in another form approved by the Employer and provided by an entity approved by the Employer, for the second half of the Retention Money. The Contractor shall ensure that the guarantee is in the amounts and currencies of the second half of the Retention Money and is valid and enforceable until the Contractor has executed and completed the Works and remedied any defects, as specified for the Performance Security in Sub- Clause 4.2. On receipt by the Employer of the required guarantee, the Engineer shall certify and the Employer shall pay the second half of the Retention Money. The release of the second half of the Retention Money against a guarantee shall then be in lieu of the release under the second paragraph of this Sub-Clause.

42. 42 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Particular Conditions – 14 Contract Price and Payment 14.13 Issue of Final Payment Certificate Delete the first paragraph of Sub-Clause and substitute: Within 28 days after receiving the Final Statement and written discharge in accordance with Sub-Clause 14.11 [Application for Final Payment Certificate] and Sub-Clause 14.12 [Discharge], the Engineer shall issue, to the Employer, the draft Final Payment Certificate for approval. The draft Final Payment Certificate shall state: (a) the amount which is finally due, and (b) after giving credit to the Employer for all amounts previously paid by the Employer and for all sums to which the Employer is entitled, the balance (if any) due from the Employer to the Contractor or from the Contractor to the Employer, as the case may be. The Employer shall, within 21 days after receiving the Engineer’s draft Final Payment Certificate, approve or reject the application providing the reasons of rejection. The certificate shall become final upon approval by the Employer.

43. 43 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Particular Conditions – 14 Contract Price and Payment Add new Sub-Clause 14.16 as follows: 14.16 Repayment The Contractor shall repay to the Employer any amounts paid in excess of the final amount due or any amounts due to the Employer in accordance with sub-clause 15.4(c) within 45 days of receiving a request to do so. Should the Contractor fail to make repayment within this deadline, the Employer may increase the amounts due by adding interest at the rate applied by the European Central Bank to its main refinancing transactions in euro, as published in the Official Journal of the European Union, C series, on the first day of the month in which the time limit expired, plus three and a half percentage points. The default interest shall be incurred over the time that elapses between the date of the payment deadline set by the Employer and the date on which payment is actually made. Any partial payments shall first cover the interest thus established. Amounts to be repaid to the Employer may be offset against amounts of any kind due to the Contractor. This shall not affect the Parties’ right to agree on payment in instalments. Bank charges incurred by the repayment of amounts due to the Employer shall be borne entirely by the Contractor.

44. 44 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Particular Conditions – 15 Termination by the Employer 15.2 Termination by Employer After the second sentence in the last paragraph, add: If the Contractor fails to remove his equipment and temporary works within 21 days after receiving the notice, the Employer is entitled to use so much of the Contractor’s Equipment and temporary Works which have been deemed to be reserved exclusively for the execution of the Works, under the provisions of the Contract, as he may consider proper, up to the completion of the respective works

45. 45 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Exercise # 3 Please fill in the attached Appendix to tender only for Clauses up to 14.

46. 46 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Agenda Session # 4 Day # 2, Afternoon  Drafting Particular Conditions  Exercise

47. 47 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Particular Conditions – 17 Risk and Responsibility 17.1 Indemnities Add a Sub-Clause 17.1(c) after Sub-Clause 17.1(b), as follows: “(c) any liability arising under any Laws relating to damage to or pollution of the environment.” 17.3 Employer’s Risks In sub-paragraph f), after the word “Employer”, insert “or by the End Recipient of Assistance”. 17.5 Intellectual and Industrial Property Rights In sub-paragraph b), after the word “Employer”, insert “or by the End Recipient of Assistance”.

48. 48 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Particular Conditions – 18 Insurance 18.1General Requirement s for Insurances Insert the following as new second paragraph: The insuring party shall be as stated in the Appendix to Tender. 18.2 Insurance for Works and Contractor’s Equipment At the beginning of the Sub-Clause, add: The Contractor shall take out insurance in both his own and the Employer’s name. The insurance shall be provided for compensation payable in EURO required to rectify the loss or damage incurred.

49. 49 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Particular Conditions – 20 Claims, Disputes and Arbitration 20.2Appointment of the Dispute Board Delete the first paragraph and substitute: Disputes shall be adjudicated by a DAB in accordance with Sub-Clause 20.4 [Obtaining Dispute Adjudication Board's Decision]. The Parties shall jointly appoint a DAB by the date 28 days after a Party gives notice to the other Party of its intention to refer a dispute to a DAB in accordance with Sub- Clause 20.4. Delete the sixth and following paragraphs of Sub-Clause and substitute: The terms of the remuneration of either the sole member or each of the three members shall be mutually agreed upon by the Parties when agreeing the terms of appointment. Each Party shall be responsible for paying one-half of this remuneration. If at any time the Parties so agree, they may appoint a suitably qualified person or persons to replace any one or more members of the DAB. Unless the Parties agree otherwise, the appointment will come into effect if a member declines to act or is unable to act as a result of death, disability, resignation or termination of appointment. The replacement shall be appointed in the same manner as the replaced person was required to have been nominated or agreed upon, as described in this Sub-Clause. The appointment of any member may be terminated by mutual agreement of both Parties, but not by the Employer or the Contractor acting alone. Unless otherwise agreed by both Parties, the appointment of the DAB (including each member) shall expire when the DAB has given its decision on the dispute referred to it under Sub-Clause 20.4 [Obtaining Dispute Adjudication Board’s Decision], unless other disputes have been referred to the DAB by that time under Sub-Clause 20.4, in which event the relevant date shall be when the DAB has also given decisions on those disputes.

50. 50 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Particular Conditions – 20 Claims, Disputes and Arbitration 20.4 Obtaining Dispute Adjudication Board’s Decision Delete the first paragraph and insert: If a dispute (of any kind whatsoever) arises between the Parties in connection with, or arising out of, the Contract or the execution of the Works, including any dispute as to any certificate, determination, instruction, opinion or valuation of the Engineer, then after a DAB has been appointed pursuant to Sub-Clauses 20.2 [Appointment of the DAB] and 20.3 [Failure to Agree DAB] either Party may refer the dispute in writing to the DAB for its decision, with copies to the other Party and the Engineer. Such reference shall state that it is given under this Sub-Clause.

51. 51 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Particular Conditions – 20 Claims, Disputes and Arbitration 20.4Obtaining Dispute Adjudication Board’s Decision Delete the fourth paragraph and insert: Within 84 days after receiving such reference, or the advance payment referred to in Clause 6 of the Appendix - General Conditions of Dispute Adjudication Agreement, whichever date is later, or within such other period as may be proposed by the DAB and approved by both Parties, the DAB shall give its decision, which shall be reasoned and shall state that it is given under this Sub-Clause. However, if neither of the Parties has paid in full the invoices submitted by each member pursuant to Clause 6 of the Appendix, the DAB shall not be obliged to give its decision until such invoices have been paid in full. The decision shall be binding on both Parties, who shall promptly give effect to it unless and until it shall be revised in an amicable settlement or an arbitral award as described below. Unless the Contract has already been abandoned, repudiated or terminated, the Contractor shall continue to proceed with the Works in accordance with the Contract.

52. 52 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Particular Conditions – 21 Ethic Clauses 21. Ethics ClausesAny attempt by a candidate or tenderer to obtain confidential information, enter into unlawful agreements with competitors or influence the committee or the Contracting Authority during the process of examining, clarifying, evaluating and comparing tenders shall lead to the rejection of his candidacy or tender. Without the Contracting Authority's prior written authorisation, a Contractor and his staff or any other company with which the Contractor is associated or linked may not, even on an ancillary or subcontracting basis, supply other services, carry out works or supply equipment for the project. This prohibition also applies to any other programmes or projects that could, owing to the nature of the contract, give rise to a conflict of interest on the part of the Contractor………..

53. 53 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Particular Conditions – 22 Administrative and Financial Penalties 22. Administrative and financial penalties Without prejudice to the application of penalties laid down in the contract, a Contractor who has been guilty of making false declarations, has made substantial errors or committed irregularities and fraud, or has been found in serious breach of its contractual obligations, may be excluded from all contracts and grants financed by the EU budget/EDF for a maximum of five years from the time when the infringement is established, as confirmed after an adversarial procedure with the Contractor. The Contractor may present his arguments against this penalty within 30 days of notification of the penalty by registered letter with acknowledgement of receipt or any equivalent means. In the absence of any reaction on the part of the Contractor, or of withdrawal of the penalty by the Commission within 30 days of receipt of the Contractor's arguments against it, the decision imposing the penalty shall become enforceable. That period may be increased to ten years in the event of a repeat offence within five years of the first infringement……

54. 54 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Particular Conditions – 23 Checks and Audits By European Union Bodies 23.Checks and Audits By European Union Bodies The Contractor will allow the European Commission, the European Anti- Fraud Office and the European Court of Auditors to verify, by examining the documents or by means of on-the-spot checks, the implementation of the project and conduct a full audit, if necessary, on the basis of supporting documents for the accounts, accounting documents and any other document relevant to the financing of the project. These inspections may take place up to 7 years after the final payment. Furthermore, the Contractor will allow the European Anti-Fraud Office to carry out checks and verification on the spot in accordance with the procedures set out in the European Community legislation for the protection of the financial interests of the European Communities against fraud and other irregularities…….

55. 55 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Exercise # 4 Please fill in the attached Appendix to tender only for Clauses up from 15.

56. 56 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Agenda Session # 5 & # 6 Day # 3, Morning & Afternoon  Supervision Manuals;  Progress Reports  Site Registration Books, Methodologies, Material approvals  Test certificates  Taking over certificates  Communication lines  Etc.

57. 57 This project is co-financed by the European Union and the Republic of Turkey Advanced Training Works Contracts 4-6 May 2011 Thank You / Evaluations