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SUB-CONTRACT AGREEMENT

Between



Kiflom G/hiwot Araya Construction and Akir Construction PLC
Tel: +251-9-11-20 34 82 Tel: +251-11 442 04 01
Fax: +251-116-60 01 65 e-mail: akirone@ethionet.et
Addis Ababa Addis Ababa

ETHIOPIA ETHIOPIA















November, 2012




THIS AGREEMENT is made this _____day of November 2012.

BETWEEN

(1) Akir Construction PLC, with its office in , Addis Ababa, Tel +251-11 442 04 01, PoBox
13456 (hereinafter called "the Main Contractor") of the other part.
AND
(2) KIFLOM GEBREHIWOT GENERAL CONTRACTOR, with its office in, Addis Ababa,
Sub City Yeka, Woreda 6 House No. New Tel +251-11-6601488. (Hereinafter called"
the Sub-Contractor") of the one part.
WHERE AS
(A) Akir Construction PLC has awarded to Kiflom G/hiwot Araya, Construction , Sub-
Contract work of Omo River Bridge Construction as per implicitly stated in the BOQ,
(Hereinafter referred to as "the Main Contract")
(B) The Main Contractor is desirous of Sub-Contracting the Sub-Contract Works to the Sub-
Contractor and the Sub-Contractor is desirous of undertaking the works.
(C) The Sub-Contractor, having been afforded the opportunity to read and note the
provisions of the Main Contract, has agreed to execute upon the terms and conditions
hereinafter appearing the works which are described in the documents specified in the
Second Schedule hereto.
NOW IT IS HEREBY AGREED between the parties hereto as follows:

1. DEFINITIONS AND INTERPRETATION
In this Sub-Contract (as hereinafter defined), the following words and expressions shall have the
meanings herein respectively assigned to them, except where the context otherwise requires:

1.1."The Main Contract" Means the contract between the Main Contractor and the Ethiopian
Roads Authority titled. Construction works of Omo River Bridge and its Approach
Road Under Package III Sawla Maji & Gog-Akoba Road Project, Lot IV: Omo
Maji which is subordinate to the sub-Contract Agreement.

1.2. "The Sub-Contract" means the Contract between the Main Contractor and the Sub-
Contractor particulars of which are set out in the First Schedule hereto.


1.3. "The Sub-Contract Works" means those works described in the documents specified in
the Second Schedule hereto to be executed as part of the Main Contract Works.

1.4. "The Main Works" means the Works as defined by the Main Contract.


1.5. The expressions "Employer", "Employer's Representative", "Assistant", and "Site" shall
have the meaning respectively assigned to them in the Main Contract.

1.6. "The Sub-Contract Price" means the sum specified in the Second Schedule hereto as
payable to the Sub Contractor for the Sub-Contract Works and the payment is subject to
adjustment for such additions or subtractions as maybe necessary by reason of any
authorized variation of the Sub-Contract Works and the final measurement of work
completed.

1.7. Engineer means Employer's Representative.


1.8. The schedules: the following Schedules attached to this Sub-contract Agreement are part
of the sub-contract in the priority shown below:

First Schedule: Particular of Main Contracts

Second Schedule: Particular of Sub-Contract and the Sub-Contract Works

Third Schedule: Reference to the Clause of this Agreement

Forth Schedule: Force Majeure and Material Testing

Fifth Schedule: BOQ and Preamble to the BOQ

2. GENERAL OBLIGATIONS

2.1 The Sub- contractor shall, to the extent required by this sub- Contract, check the shop
drawings (working drawings), and construct, complete and maintain the Sub-Contract
works with due care and diligence in accordance with the Sub- Contract and to the
reasonable satisfaction of the main Contractor and of the Employers Representative
and/or Assistant.
2.2 Unless otherwise specified in this Sub-Contract, the Sub-Contractor shall provide labor
including the supervision thereof, materials, equipment, plant, Temporary Works and
everything whether of a temporary or permanent nature required in and for the
construction, completion and
2.3 The Sub-Contractor shall inspect and examine the levels, geological and hydrological
conditions of the Site and its surroundings and shall satisfy himself before entering into
the Sub-Contract as to any matters which may influence or affect the Sub-Contract
Price. The Sub-Contract Price shall be deemed to have included and covered all costs,
expense, services, charges, duties, and tax necessary for the due performance of the Sub-
Contract Works and the Sub-Contract Price shall be subject to ascertainment and
determination by measurement of quantities and adjustments for variations. Hence, any
relevant duty or tax imposed by Ethiopian government, prior to the signing of this Sub-
Contract and relating to the Sub-Contract Works.

2.4 The Main Contractor shall have full power to issue to the Sub-Contractor from time to
time during the progress of the Sub-Contract Works such further drawings and
instructions as may be necessary for the purpose of the proper and adequate execution,
completion and maintenance of the Sub-Contract Works and the Sub-Contractor shall
carry out and be bound by the same. The Main Contractor will also appoint a
Coordinator and any other staff as it may deem fit at his own expense to oversee the
implementation of the Sub-Contract Works.

2.5 The Sub-Contractor shall not assign the Sub-Contract Works or any part thereof or any
benefit or interest therein or hereunder without the prior written consent of the Main
Contractor.

2.6 The Sub-Contractor shall provide the Main Contractor with all information, documents
and data required under the Main Contract in relation to the Sub-Contract Works at the
expense of the Sub-Contractor.

2.7 The Sub-Contractor shall provide all necessary superintendence during the carrying out
of the Sub-Contract Works and shall be responsible for the accuracy and correctness of
the levels, dimensions and alignments of the Sub-Contract Works. The Sub-Contractor
shall appoint a competent and authorized representative (The Sub contract Works
Manager) who shall be constantly in attendance on the Sub-Contract Works and give his
whole time to the superintendence of the same. Such authorized representative shall be
in full charge of the Sub-Contract Works and receive, on behalf of the Sub-Contractor,
directions and instructions from the Main contractor.

2.8 The Sub-Contractor shall provide and employ on the Site such Technical Assistants,
Sub-agents and Foremen as are competent to give proper supervision and such skilled,
semi-skilled and unskilled labor as is necessary for the proper and timely execution and
maintenance of the Sub-Contract Works.

2.9 The Sub-Contractor shall ensure that no illegal immigrants are employed by it for any
work under the Sub-Contract.

2.10 The Sub-Contractor shall be responsible for arranging with the relevant authorities for
the provision of water, electricity, sewerage and other services required for the purpose
of executing the Sub Contract Works.

3. MAIN CONTRACT

3.1 The Sub-Contractor shall be deemed to have full knowledge of the provisions of the
Main Contract and the Main Contractor shall provide the Sub-Contractor with a true
copy of the Main Contract, in case of flier to provide the full copy of the Main
Contract to the Sub-Contractor; the Sub-Contractor will not be responsible.

3.2 Except where the provisions of the Sub-Contract otherwise require, the Sub-
Contractor shall so execute, complete the Sub-Contract Works so that no act or
omission of the Sub-Contractor in relation thereto shall constitute, cause or contribute
to any breach by the Main Contractor of any of the obligations of the Main Contractor
under the Main Contract and the Main Contract and the Sub-Contractor shall, save as
provided herein assume and perform all rights, obligations and liabilities of the Main
Contractor under the Main Contract in relation to the Sub-Contract Works, where the
provisions in the Main Contract require. Without prejudice to the generality of the
foregoing, the approval, permission, instruction, direction, determination or the
decision of the Employer's Representative or Assistant and the obligations of the Sub-
Contractor under this Sub-Contracts shall be similarly subjected to the same and any
such Employer's Representative's or Assistant's approval, permission, instruction,
directions determination or decision relative to the Sub-Contract Works which binds
the Employer and the Main Contractor under the Main Contract shall be deemed to
bind the Main Contractor and Sub-Contractor in the same respect under this Sub-
Contract.

3.3 The Sub-Contractor shall observe, perform and comply with all the provision of the
Main Contract, relevant to the Sub-Contract Works and incorporated into this
Agreement pursuant to the Second Schedule hereto and shall save harmless and
indemnify the Main Contractor against every liability arising out of or in connection
with any failure to perform by the Sub-Contractor or breach by the Sub-Contractor of
the incorporated terms and conditions.

4. SITE WORKING AND ACCESS

4.1 The Sub-Contractor shall in the execution and completion of the Sub-Contract Works
and the Site observe the same hours of working as stipulated in the Main Contract for
works that require due supervision of the Employers Representative.

4.2 The Main Contractor shall from time to time make available to the Sub-Contractor
such part or part of the Site and such means of access thereto within the site as shall be
necessary to enable the Sub-Contractor or execute and complete the Sub-contract
Works in accordance with the Sub-Contract.

4.3 The Sub-Contractor shall permit the Employers Representative, the Assistant and any
other servants, agents or appointees of the Employer and the Main Contractor, its
servants and agents engaged in the execution of the Main Works and to the places on
the Site or other where any Sub-Contract Works or materials thereof are being
executed, prepared or stored and the Sub-Contractor shall also permit or procure
reasonable access for the Employers Representative, Engineers representative, its
servants and agents to such places off the Site or other places where works in being
executed or prepared by or on behalf of the Sub-Contractor in connection with the
Sub-Contract Works.

5. COMMENCEMENT AND CONSTRUCTION PROGRAMME

5.1 After signing this Sub-Contract Agreement, the Sub-Contractor shall enter upon the
site within 30 (Thirty) days and commence the execution of the actual Sub-Contract
Works and shall there after proceed with the same with due diligence and without any
delay. Subject to the provisions of this Clause, the Sub-Contractor shall complete the
sub-Contract Works within the period of completion specified in the Third Schedule
hereto. The commencement date of the Sub-Contract agreement is 30 days after the
date of signing of the Sub-contract agreement.

5.2 If the Sub-Contractor shall be delayed in the execution of the Sub-Contract Works by
any circumstances or occurrences (other than a breach of this Sub-Contract by the
Sub-Contractor) entitling the Main Contractor to an extension of his time for
completion of the Period of Completion for the Sub-Contract Works.

5.3 The Master Work Program shall be established and forwarded to the Sub-Contractor
by the Main Contractor when approved by Employer's Representative. The Master
Work Program shall be the basis for the production of the Sub-Contract Work Program
that shall be agreed between the Sub-Contractor and the Main Contractor for the
purpose of monitoring the progress of the Sub-Contract Work and whenever progress
of the Sub-Contract Work is 20 (twenty) days behind the Sub-Contract Work Program
the Sub-Contractor shall thereof submit within one month to the Main Contractor for
approval a revised Work Program with details of the effective steps it proposes to take
to ensure completion of the Sub-Contract Work within the time stated in the Sub-
Contract Work Program. The Sub-Contractor shall establish his Work Program and
submit the same to the main contractor within 15 days after commencement date


6. LIQUIDATED DAMAGES FOR DELAY

6.1 If the Sub-Contractor fails to complete the Sub-Contract Works by the Date of
Completion specified in the third schedule hereto or within any extended time agreed
between the Main-Contactor and the Sub-Contractor then the sub-Contractor shall pay
to the Main Contractor for such default the sum stated in the Third Schedule for
everyday or part of a day which shall elapse between an expiry of the Date for
Completion of the Sub-contract works or extended Date for Completion of the Sub-
Contract Works and the date of actual substantial completion of the Sub-Contract
Works.

6.2 All sums payable by the Sub-Contractor to the Main Contractor pursuant to this clause
shall be paid as Liquidated Damages for delay and not as a penalty.

6.3 The Main Contractor may without prejudice to any other method of recovery make
deductions and retain from any monies due or which may become due to the Sub-
Contractor. The deduction of such liquidated damages shall not relieve the Sub-
contractor from his obligations to complete the Sub-contract Works or from any other
of his obligations or liabilities under the sub-contract and his liability in maintenance
period with the Main Contractor.

7. ADVANCE PAYMENT

7.1 The Sub-Contractor will be entitled to an Advance Payment, which is (20%) Twenty
Percent of the final estimated price of the Sub-Contract Works, (including VAT and
Provisional sum if any).

7.2 The Sub Contractor shall also submit Advance Disbursement Schedule under this Sub-
Contract Agreement in favor of the Main Contractor. The repayment of Advance
Payment shall follow the provision of the Third Schedule.


7.3 Fifty Percent (50%) of advance payment which is Ten percent of estimated price will
pay to Sub Contractor in form of material.

7.4 The remaining Fifty Percent (50%) of advance payment will pay in form of cash in
two installments. The first installment Twenty Five Present (25%) in form of cash and
will pay before mobilization time after the Sub-Contractor submit Advance Payment
Disbursement Schedule. The second installment Twenty Five Present (25%) also in
form of cash and shall be paid after the Sub Contractor submit Advance Payment
Disbursement Schedule.

7.5 Flier to pay Advance payments for Sub Contractor considered breach of the contract,
of Main Contractor; and the Sub Contractor is entitled to request regarded claim.

8. INSTRUCTION AND DECISIONS

8.1 Subject to clause 9 hereunder (Variation), the sub-contractor shall in relation to the
sub-contractor works comply with all instructions and decisions of the employers
representative and the assistants which are issued to the Main contractor and are
related to the sub-contract works where such instruction and decisions are validly
given under the main contractor. The sub-contractor shall have the like rights to
payment against the main contractor in respect of such complains as the main contract.
In this respect, the main contractor under takes that all instructions and decisions of the
employers representative and/or the assistance issued to the main contractor will be
promptly issued to the sub contractor by the main contractor and main contractor
further undertakes that all responses there to by the sub-contractor will be promptly
transmitted by the main contractor to the employers representative or the Assistant as
the case may be.

9. VARIATIONS

9.1 The Sub-Contractor shall make such Variations relating to the Sub-Contract Works,
whether by way of addition, omission, substitution or alteration, as may be ordered by
the Employer, Employer's Representative or Assistants to the Main Contractor under
the Main Contract and confirmed in writing to the Sub-Contractor by the Main
Contractor.

9.2 Any order relating to the Sub-Contract Works which is validly given by the Employer,
Employer's Representative or Assistants under the Main Contract and Constitutes a
Variation there under shall for the purpose of this clause be deemed to constitute a
Variation of the Sub-Contract Works which subject to Clause 8.4 hereof shall be
confirmed by the Main Contractor in writing to the Sub-Contractor. The manner of
effecting the Variation shall be in accordance with Clause 8 hereof.

9.3 The Sub-contractor shall not act to an unconfirmed order for the variation of the Sub-
contract Works which is directly received by the Sub-contractor from the Employer or
the Employer's Representative. In the event of the Sub-contractor receiving any such
direct order, he shall forthwith inform the Main Contractor's Coordinator designated to
supervise the Sub-contract Works of such direct order, and shall supply him with a
copy act upon such order as direct order if given in writing. The Sub-contractor shall
only act upon such order as directed in writing by the Main Contractor; however the
Main Contractor shall give his directions thereon with all reasonable speed.

9.4 Except as provided in this clause, the Sub-Contractor shall not make any variations of
the Sub-Contract Works without prior approval of the Main Contractor.

9.5 Notwithstanding anything to the contrary herein contained the Main Contractor is not
bound to assign to the Sub-Contractor every Variation Order issued by the Employer,
Employer's representative or the Assistants under the Main Contract unless such
Variation directly affects the Sub-Contract Works.

10. QUANTITIES AND RATES

10.1The quantities executed by the Sub-Contractor under this Sub-Contract Agreement
shall be agreed between the sub contractor and the Main Contractor.

10.2 The Unit Rates of the work Items indicated in the Bill of quantities will be subject to
price adjustment.

The adjustment to the Interim Payment Certificates in respect of changes in cost and
legislation shall be determined from formulae of payment and each of the types of
construction work to be performed and Plant to be supplied. The formulae will be of the
following general type:
pn = A + b F
n
+ d S
n
+ e C
n

F
o
S
o
C
o

Where:
pn is a price adjustment factor to be applied to the amount of the work carried out in the
subject month, where such Day work are not otherwise subject to adjustment;
A is a constant, specified in the Appendix to Bid in Main Contract, representing the
nonadjustable portion in contractual payments;

b, d, and e are weightings or coefficients representing the estimated proportion of each cost
element of materials eligible for price adjustment (Fuel, Reinforcement steel and Cement) in
the Works or sections thereof, net of Provisional Sums, as specified in the Appendix to Bid
in Main Contract; the sum of A, b, d, e shall be one;
Bn, Sn and Cn are the current cost indices or reference prices of Fuel, Reinforcement steel,
and cement respectively for month n, determined pursuant to Sub-Clause 70.5, applicable
to each cost element; and

Fo, Bo,So, Co and Eo are the base cost indices or reference prices corresponding to the
above cost elements at the date of 28 prior to signing of contract which shall submitted by
the Sub Contractor same agreed by the main Contractor.
If a price adjustment factor is applied to payments made in a currency other than the
currency of the source of the index for a particular indexed input a correction factor Zo/Zn
will be applied to the respective component factor of pn for the formula of the relevant
currency. Zo is the number of units of currency of the country of the index and Zn is the
corresponding number of such currency units on the date of the current index
Price adjustment shall not be made on labor and equipment.

11. MATERIALS TO BE IMPORTED

11.1 All the materials to be purchased and used for the construction and completion of the
Sub-Contract Works must be procured by the Sub-Contractor and meet the
requirement of the specification of the Main Contract.

12. SHARING HEAVY PLANT & QUARRIES

12.1When the conditions necessitate that the Sub-Contractor and the Main Contractor use
the same quarry, the Main Contractor shall provide to the Sub-Contractor such portion
of the quarry whereby the Sub-Contract shall produce, process and stock pile
materials required for the Sub-Contract Works in such manner as the Sub-Contractor
is able to achieve the production required in accordance with the Sub-Contract Work
Program without interference.

12.2The Main Contractor shall co-operate, as far as it does not affect its work, in allowing
the Sub-Contractor to use heavy equipments mobilized such as Bull Dozer, excavator
and Loader etc to site for the Sub-Contract Works. The Sub-Contractor shall pay the
Main Contractor rental charges at agreed rates for the period it uses the above
equipment. Similarly the Sub-Contractor shall co-operate, as far as it does not affect
its works, in allowing the Main Contractor to use heavy equipment it has mobilized to
site such as Bull Dozer, Grader, Excavator and Loader etc for the Main Contractor
Works. The Main Contractor shall pay the Sub-Contractor rental charges at agreed
rates for the period it uses the above equipment.

13. NOTICE AND CLAIMS

13.1 Without prejudice to the generality of Clause 3 hereof, whenever the Main Contractor
is required by terms of the Main Contract to give any information, return, account or
notice to the Employer's Representative or the Assistants, the Sub-Contractor shall in
relation to the Sub-Contract Works give similar information, return, account or notice
or other information in writing to the Main Contractor and shall do so in sufficient
time to enable the Main Contractor to comply with such Main Contract terms
punctually.

13.2Subject to the Sub-Contractor complying with the provision of Sub-clause, 13.1 the
Main Contractor shall, with all due diligence , take all reasonable steps to secure from
the Employer such financial benefits, if any, as may be claimable in accordance with
the Main Contract, and the Sub-Contractor shall in sufficient time afford the Main
Contractor to claim such benefit. On receiving payment of any such financial benefits
from the Employer, the Main Contractor shall in turn pay to the Sub-Contractor the
amount due to it.

13.3 If by reason of any breach by the Sub-contractor of the provisions of sub clause 12.1
the Main Contractor is prevented from receiving any sum from the Employer under
the Main Contract in respect of the Main Works then without prejudice to any other
remedy of the Main Contractor for such breach, the Main Contractor may deduct such
sum from monies otherwise due to the Sub-contractor under this Sub-contract.

14. PROPERTY IN MATERIALS AND PLANT

14.1 Where it is provided by the Main Contract that the property in any Construction Plan
Equipment, Temporary Works, Materials or things whatsoever shall in certain events
in the Employer or revest in the Main Contractor, then in so far as such Construction
Plant, Equipment, Temporary Works, Materials or things are to be provided by the
Subcontractor in connection with the Sub-contract Works, the property therein shall
be deemed to pass from the Sub-contractor to the Main Contractor immediately before
it is due to vest in the Employer in pursuance of the Main Contract.

14.2 The sub-contractor shall comply with the requirement of the main contract as to the
bringing on to and removal from the site of construction plant, Equipment, Temporary
work, materials and other things and in so far as any items thereof are hired by the
sub-contractor he shall comply with all the requirement of the main contract as to the
term of such hiring and so to the giving of information and certificates in relation
thereto.

15. INSURANCE

15.1The Sub-Contractor shall be responsible for all necessary insurances relating to its
own equipment, staff, servants and agents as required by the provisions of the Main
Contract.

15.2 In the event of the Sub-Contract Works suffering damage or the occurrence of any
event during the duration of the Sub-Contract Works that gives rise to an insurance
claim, then the Sub-Contractor shall immediately inform the Main Contractor of such
occurrence and comply with all reasonable requirements of Main Contractor in
supplying the insurers with requested information in connection with the settlement of
claims, recovery of loss and prevention of accidents. Upon settlement by the insurers
of any claim for damage to the Works the Main Contractor shall immediately pay the
Sub- Contractor any monies so received relating to the Sub Contract work without
deducting any excess.

16. MAINTENANCE AND DEFECTS

16.1After completion of the Sub-Contract Works, the Sub-Contractor shall maintain the
Sub-Contract Works to the standard required by the Main Contract Specification, fair
wear and tear expected, and shall make good every defect and imperfection therein
from whatever cause arising that is the Sub Contractor's responsibility until the expiry
of the Period of Maintenance specified in the Third Schedule hereto and shall not be
entered to any additional payment for so doing unless such defect or imperfection is
caused by the act, neglect or default of the Employer, its servants or agents or the
Main Contractor, its servant or agents,

16.2 The Sub-Contractor shall carry out inspections of the completed Sub- Contract
Works, submit reports to the Main Contractor and! Carry out such other works related
to the Sub-Contract Work as the Main Contractor may be obliged to perform during
the period of Maintenance under the Main Contract.


17. TERMS OF PAYEMENT

17.1 The Main Contractor shall pay to the Sub-Contractor interim progress payments
based on the quantity of work agreed with the Sub-Contractor, verified and certified
by the Coordinator designated and authorized in writing by the Main contractor and
at the rates in the Bill of Quantities specified in Firth Schedule attached hereto or
any agreed amendment thereto.
The Main Contractor shall pay to the Sub-Contractor progress payments within 28
(Twenty Eight) days from the date of submission of the Sub-Contractors interim
monthly payment certificate. The Main Contractor shall inform the Sub-contractor
when he submits payment certificate to the Employers Representative. Meanwhile,
the Sub-Contractor is entitled to claim interest (Compounded lending interest rate of
Commercial Bank of Ethiopia plus 2 percent) due to any delay of payment by the
Main Contractor if such payment is delayed for more than 28 days after the due date.
The Subcontractor Payment: is subject to any price adjustment as per sub-clause
10.2.
17.2 The Main Contractor shall be entitled to deduct from payments due to the Sub-
Contract retention sums at the percentage specified in the Third Schedule hereto.
Upon the issue of the Taking-Over Certificate with respect to the whole of the Sub-
Contract Works, one half of the Retention shall be released to the Sub-Contractor.
The other half shall be released upon the expiration of the Maintenance Period.

17.3 Any and all payments under the Sub-Contract shall be made in the currency of
Ethiopian Birr.

18. CONTRACTOR'S RIGHT TO DEDUCTION OR SET-OFF

18.1 The Main Contractor shall be entitled to deduct from or set off against money due
under this agreement to the Sub-contractor any sum which the Sub-contractor is liable
to pay to the Main Contractor under this Agreement (including any retention money).

19. DETERMINATION OF EMPLOYEMENT OF THE SUBCONTRACTOR BY
THE MAIN CONTRACTOR

19.1 If the Sub- contractor fails or refuse to carryout any part of the Sub- contract works at
such times and in such manner as the Employers representative may reasonably
require, then the main contractor may after giving Twenty Eight (28) days notice in
writing to the sub-contractor works out of the sub-contractors hands or may employ
other contractors so to do and any loss and expense incurred by the main contractor as
a result there of shall be deducted from any monies due or which may become due to
the sub-contractor or otherwise recovered from the sub- contractor.

19.2 The main contractor shall have the right to recover or deduct from or set off against
any such amount the amount of the all costs, damages for delay in completion (if any)
and lose or expense suffered or incurred by the main contractor by reason of the
determination of the employment of the sub- contractor under this agreement subject
to such deduction or set off being ascertained by the Consultant Engineer having due
regard to any additional sums required for completion of the Sub-contract Works and
maintenance of the completed portion. This, however, does not relieve the Sub-
contractor from and against any and all claims, proceedings, damages, costs, charges,
and expenses whatsoever arising out of or in connection with any failure to perform
such obligations under this Sub-contractor or to fulfill such liabilities if any.

20. DISPUTE RESOULTION

If any dispute arises between the Main Contractor and the Sub-Contractor then the parties
shall refer the matter to a third party (Technical Expert) agreed upon by both parties. The
objective of the appointment is to obtain a recommendation from such third party regarding
the settlement of the dispute. If either party does not accept the recommendation of the
Technical Expert and informs the other party in writing of its non acceptance of the
recommendation within 5 days of receipt of such recommendation then the matter shall be
referred to Arbitration. If either party does not issue such notice within the prescribed 5 days
then the recommendation shall become final and binding.

21. CONFORMITY WITH THE MAIN CONTRACT

21.1 The Main Contract shall prevail and be followed where terms and conditions are not
stipulated in this Sub-contract Agreement. The sub-contract shall prevail when there
are discrepancies between the Main Contract and the Sub-contract.


For and on behalf of the Main Contractor For and on behalf of the Sub-contractor
(AKIR CONSTRUCTION PLC) (KIFLOM GEBREHIWOT ARAYA CONSTRUCTION)


_____________________________________ _______________________________


Authorized representative Authorized representative


In the Presence of_________________ In the Presence of_________________

In the Capacity of_________________ In the Capacity of_________________

Signature _________________ Signature _________________

Date _________________ Date __________________



In the Presence of_________________ In the Presence of_________________

In the Capacity of_________________ In the Capacity of_________________

Signature _________________ Signature _________________

Date _________________ Date __________________
FIRST SCHEDULE

Particular of Main Contract

The Ethiopian Roads Authority has by construction agreement signed on April 9,2012 awarded
Construction works of Omo River Bridge and its Approach Road Under Package III Sawla
Maji & Gog-Akoba Road Project, Lot IV: Omo Maji to the Main Contractor.
The Main Contractor has duly accepted the award and pursuant to the terms of the Letter of
Acceptance of Tender the following documents shall form and be read and constructed as the
Main Contractor.
1. The Contract Agreement
2. Minutes of Negotiation
3. The Letter of Acceptance and its Annex
4. Minutes of Pre-contract award discussion
5. Addendum the Bidding Document, Contractors Offer, Appendix to Bid/Offer, Payment
Schedules.
6. The Conditions of Contract, Part II;
7. The Conditions of Contract, Part I (Condition of Contract for Design Build and Turnkey,
First edition 1995 FIDIC);
8. Employers Requirements
9. The Contractors Proposal
10. Performance Security
11. Forms of advance payment
12. Dispute Settlement Procedure
















SECOND SCHEDULE


Particulars of Sub-Contract and the Sub-Contract Works

1. The main contract documents are hereby expressly incorporated into this Agreement and
shall be taken, read and construed as part of this Agreement and where relevant shall be
binding on the Sub-Contractor as it is binding on the Main Contractor.
2. The Sub-contract Price is
including 15% VAT





























THIRD SCHEDULE
Reference to the clause of this agreement mentioned below



Clause 5.1 Completion Date of the Sub-
Contract Works
590 calendar days after the date of
commencement

Commencement Date 30 days after signing of contract
Clause 6.1 The liquidated damages Payable
for every day Or part of a day
Max 0.01% of sub-Contract remaining
price up to a maximum of 5% of the
Subcontract price
Clause 7.2 Repayment of Advance Payment Starting after certification of 20% of the
Sub-contract Price including VAT; the
monthly recovery of advance payment
shall be deducted from the Monthly
estimated 20% that enables the
completion of the repayment prior to the
time when 90% of the Sub-Contract
price including VAT.
Clause 16.1 The period of Maintenance Ending 6 (six) months from date of issue
of Certificate Completion for the Sub-
Contract works by the Main Contractor
in accordance with the sub-contract
agreement.
Clause 17.2 Percentage Retention 5 % (five percent) of each IPC, the
maximum amount should be 5% (five
Percent) of the Sub-Contract Price.

FOURTH SCHEDULE

1. Force Majeure
The force majeure stated under the Ethiopian Civil Code and Particular Condition of
Contract Agreement should be valid for both parties, in which case, both parties shall
discuss and agree for time extension.

2. Material Testing
The required quality testing as per the main contract for the subcontract works will be
carried out by the main contractors laboratory technicians at the main contractors
Laboratory on site on the written request of the sub contractor. All the tests shall comply
with the requirement of the specification of the main contract and be approved by the
Employers Representative before proceeding to the subsequent works. The subcontractor
is responsible to request the test required by the specification and sampling of the
materials.

















FIFTH SCHEDULE
See Attached Priced Bill of Quantities
Preamble to the Bill of Quantities
1. The quantities given in the priced Bills of Quantities are estimated and provisional, and
are given to provide a common basis for Bidding. The basis of payment will be the actual
quantities of work ordered and carried out, measured in accordance with the provisions
of the conditions of sub-contract, together with the method of measurement defined in
this Preamble and in the relevant sections of the Specifications and valued at the rates and
prices entered in the accepted priced Bill of Quantities. If the quantities of BOQ are rase
or fall more than 20% the Sub Contractor entitled to request revised unite rate and give
break down to the Main Contractor to compensate the loss.
2. Rates and Prices Inclusive
The rate and prices included by the Sub-contractor in the priced Bills of Quantities, shall
include all freight costs, custom duties, import duties or taxes, rate bills, pilot age,
landing charges, warfare, and all another associated charges in respect of anything
provided by it for the purposes of the sub-contract.