Water Treatment Plant BOT (New build only) - PPP in Infrastructure ...

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2"Base Date" means the date 28 days prior to the signature of this Contract."Base Monthly Charge" means the charge so defined in Schedule 4."Charge" means the Base Monthly Charge and the Variable Charge."Completion Date" means the date upon which the Facility is determined to have metthe Performance Tests and is otherwise available for commercial operation as statedin the Performance Certificate, being the date upon which the Performance Tests werepassed or were deemed to have been passed in accordance with Sub-Clause 8.3."Conditions Precedent" means those conditions listed in Sub-Clause 2.1."Contract" means these conditions of contract, the Technical Specification, theSchedules, and such further documents as may be expressly incorporated."Contract Period means the period of the Contract as calculated in accordance withClause 2 and Schedule 3, as may be extended in accordance with the provisions ofthis Contract."Contract Year" means each period of twelve (12) months commencing from theCompletion Date or any anniversary thereof."Cost" means all expenditure properly incurred (or to be incurred) by the Supplier,whether on or off the Site, including overhead, [reasonable profit] 1 , financing costs(including (without limitation) any principal, interest, lease payments, commission,fees or breakage costs incurred or sustained in unwinding any hedging arrangements)and similar charges."Dangerous Substance" means any natural or artificial substance (whether in theform of solid, liquid, gas or vapour, alone or in combination with any other substance)capable of causing harm to man or any other living organism, or capable of damagingthe environment or public health or welfare, including but not limited to anycontrolled, special hazardous, toxic or dangerous waste."day" means a calendar day and "year" means 365 days."Discharge Consent" means the discharge consent held by the Purchaser and grantedby [environmental agency/water authority] in respect of effluent and other dischargesfrom the [Facility] to the main sewer.["Discharge Point" means the discharge point as marked on the plan set out inSchedule 5.]"Effective Date" means the date on which the Conditions Precedent are satisfied orwaived pursuant to Clause 2.1."Emergency" means any situation which imposes an immediate threat of injury toany person or of material damage or material economic loss to the Facility or to any1 Purchaser may wish to resist purchaser being compensated for any profit element in case of ForceMajeure, Change of Law etcPPP in Infrastructure Resource Center for Contracts, Laws and Regulations (PPPIRC) Reviewed: Victoria R. Delmon, LEGPShttp://www.worldbank.org/ppp November 2007
3other property. [For the purposes of this definition "material" shall mean a loss ofmore than [ ] [CURRENCY] ([ ]).]"Equipment" means all Plant and Materials, [including the Facility, ] and allmachinery, apparatus and other things required for the execution and completion ofthe Services and the remedying of any defects, which are and shall remain theproperty of the Supplier unless otherwise specifically provided under this Contract."Expiry Date" means the earlier of (i) the date ascertained pursuant to Schedule 3 andClause 2 and (ii) the date of termination of this Contract."Facility" means the facility to be installed at the Site as described in the TechnicalSpecification."Facility Documents" means all information to be submitted by the Supplier asdescribed in the Technical Specification."Lenders" means the entities providing financing to the Supplier for the Facility."Force Majeure" has the meaning given in Clause 19."Guaranteed Level" means the quality [and quantity]of Raw Water to be provided tothe Supplier by the Purchaser as set out in the Technical Specification. [Note:Technical Specification should specify maximum and minimum.]"Installation Period" means the period from the Effective Date to the CompletionDate. [Note: this may relate to a phase of construction or mobilisation dependingon whether this is construction/ installation of a permanent plant or installation ofmobile plant.]"Intellectual Property" means all intellectual property or other proprietary rights ofevery kind, including without limitation all patents, registered designs, unregistereddesign rights, works subject to the laws of copyright, trade secrets, processes,trademarks and service marks whether registered or not, goodwill and know-how andany associated or similar rights (including, in all cases, applications and right to applytherefore and documentation thereof)."Materials" means all things of all kinds (other than Plant) to be provided andincorporated in the Facility or used for the performance of the Services by theSupplier.""Operating Period" means the period from the Completion Date to the Expiry Date."O&M Procedures Manual" means the operation and maintenance proceduresmanual prepared by the Supplier. [Note: this may not be relevant in certaincircumstances.]"Party" or "Parties" means the Purchaser and the Supplier, or one of them as thecontext indicates."Performance Certificate" means a certificate issued under Clause 8.PPP in Infrastructure Resource Center for Contracts, Laws and Regulations (PPPIRC) Reviewed: Victoria R. Delmon, LEGPShttp://www.worldbank.org/ppp November 2007
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Page 5 and 6: 5"Standards of a Reasonable and Pru
Page 7 and 8: 7notice or other communication rece
Page 9 and 10: 92.2 Failure to Meet Conditions Pre
Page 11 and 12: 11and shall ensure that no person o
Page 13 and 14: 13(a)(b)an extension of time under
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Page 17 and 18: 17issue a Performance Certificate a
Page 19 and 20: 1912. EMERGENCIES12.1 EmergenciesNo
Page 21 and 22: 2114.2 Value EngineeringThe Supplie
Page 23 and 24: 2315.3 TaxesThe payments to be made
Page 25 and 26: 25instructed by the Purchaser for t
Page 27 and 28: 27(c)(d)(e)If any loss or damage ha
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Page 31 and 32: 31without, in any such case, the pr
Page 33 and 34: 3319. FORCE MAJEURE19.1 Definition
Page 35 and 36: 35keep further contemporary records
Page 37 and 38: 37(b)The Purchaser shall indemnify
Page 39 and 40: 39IN WITNESS WHEREOF the Parties ha
Page 41 and 42: 41SCHEDULE 2REPORTSThe Supplier sha
Page 43 and 44: 43SCHEDULE 4FEES AND CONSEQUENCES O
Page 45 and 46: 45an amount comprising costs of wor
Page 47 and 48: 47SCHEDULE 6INSURANCEPPP in Infrast
Page 49 and 50: 49SCHEDULE 8[LICENCE/LEASE]PPP in I
Page 51 and 52: PG:185062.2
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Water Treatment Plant BOT (New build only) - PPP in Infrastructure ...

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