FSF7-Part III Sect 3 - Contract Forms - A

SECTION 3
CONTRACT FORMS
Greater Nile Petroleum Operating Company Ltd. Tender No.: K-117486-F2-72995
Muglad Basin Oil Development Project Invitation To Bid (ITB) Document
Field Surface Facilities Phase – 7 (FSF-7) Project PART III – SECTION 3.0
CONTRACT Forms
Section 3.0 CONTRACT Forms
Attachment 3 – A Proforma Performance Bond
Attachment 3 – B Proforma Warranty Bond
Attachment 3 – C Proforma Mechanical Completion Certificate
Attachment 3 – D Proforma Provisional Acceptance Certificate
Attachment 3 – E Proforma Final Acceptance Certificate
Attachment 3 – F Proforma Final Payment Release Certificate
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CONTRACT Forms
ATTACHMENT 3 – A
PROFORMA PERFORMANCE BOND

BANK GUARANTEE
Guarantee No: <*insert bank guarantee number>
To: GNPOC of <*insert address of GNPOC>
BANK GUARANTEE
Page 3 of 16
CONTRACT Forms
WHEREAS:
A. By a Contract dated <*insert date of contract> (the “Contract”) GREATER NILE
PETROLEUM OPERATING COMPANY LIMITED (“GNPOC”) has appointed <*insert name
of contractor> of <*insert address of contractor> (the “Contractor”) to carry out certain
works in connection with <*insert contract number and contract title>.
B. Pursuant to Article 30 [Performance Bond] of the Contract, the Contractor has agreed to
procure a guarantee in such form as GNPOC shall require.
C. We have agreed to provide a guarantee in the manner hereinafter appearing in discharge of

the Contractor’s obligation to provide such guarantee.
IN CONSIDERATION of your accepting our obligations herein contained in discharge of the

Contractor’s obligation to provide such Guarantee we <*insert name of Guarantor> of <*insert
address of Guarantor> hereby irrevocably and unconditionally agree to make payment to you of any
amount up to or equal to the Maximum Sum (as hereinafter defined) and accordingly covenant with
you and agree as follows.
1. Defined terms used in this Guarantee shall have the meanings given to them in the Contract
unless otherwise stated. Business Day shall mean <*insert business day of Guarantor e.g.
“Monday to Friday from 9.00am to 5.00pm London time”>.
2. The Maximum Sum as defined herein shall be <*insert sum in figure and amount>, paid by
us to you in accordance with Article 5 below.
3. Upon receipt of a written demand or demands made by you upon us in the form set out in
Appendix 1 (a “Demand”) from time to time or at any time, and
(a) without our being entitled or obliged to make any enquiry of you, or the Contractor or
any other party, and
(b) without the need for you to take any legal action against or to obtain the consent of
the Contractor, and
(c) notwithstanding any objection by the Contractor or any other third party, and
(d) without any proof or conditions; and
(e) without any right of set-off or counterclaim,
we shall forthwith pay to you the amount or amounts specified in such Demand or
Demands, not exceeding in aggregate the Maximum Sum. You may make as many
separate demands hereunder as you think fit.
4. Any Demand referred to in Article 3 shall be deemed to be sufficiently served on us if

delivered to us at the address set out in Article 9.
5. Subject to Article 2 and Article 4 above, we shall within 5 (five) Business Days after
receiving the Demand pay to you the sum so demanded to the place or account set out in
the Demand.
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CONTRACT Forms
6. Subject to Article 2 and Article 4 above, your Demand shall be conclusive evidence (and
admissible as such) of our liability to pay you and of the amount of the sum or sums which
we are liable to pay you. Our obligation to make payment under this Guarantee shall be a
primary, independent and absolute obligation and we shall not be entitled to delay or
withhold payment for any reason. Our obligations hereunder shall not be affected by any
act, omission, matter or thing which but for this provision might operate to release or
otherwise exonerate us from our obligations hereunder in whole or in part, including without
limitation and whether or not known to us or you:
(a) any time or waiver granted to the Contractor;
(b) the taking, variation, compromise, renewal or release of or refusal or neglect to perfect
or enforce any rights, remedies or securities against the Contractor;
(c) any legal limitation, disability or incapacity relating to the Contractor;
(d) any variation of or amendment to the Contract, or any other document or security so
that references to the Contract in this Guarantee shall include each such variation and
amendment;
(e) any unenforceability, invalidity or frustration of any obligation of the Contractor or any
other person under the Contract or any other document or security, waiver by you of
any of the terms, provisions, conditions, obligations and Contracts of the Contractor or
any failure to make demand upon or to take action against the Contractor;
(f) any other fact, circumstance, provision of statute or rule of law which might, were our
liability to be secondary rather than primary, entitle us to be released in whole or in
part from our undertaking;
(g) any Act of Insolvency which might occur in relation to the Contractor.
7. This Guarantee shall expire on the earlier of:
(a) 60 (sixty) days after the date of the issuance of Final Acceptance Certificate in
accordance with Article 30 [Performance Bond] of the Contract; or
(b) the date on which we have paid to you in aggregate the Maximum Sum under this
Guarantee,
whichever shall occur first, following which this Guarantee shall be returned to us for
cancellation.
8. The benefit of this Guarantee and all rights and powers hereunder may be assigned in full
by you to any person to whom all the benefits of the Contract are transferred but may not
otherwise be transferred or assigned without our prior written consent such consent not to
be unreasonably withheld or delayed provided that any such assignment shall have no
effect on us until we have received notice of the assignment.
9. All demands, notices or other communications in relation to this Guarantee shall be given in
writing and must be delivered by hand or by courier at the corresponding address below or
such other address as a party may notify to the other in writing by not less than 5 (five)
business days prior notice.
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CONTRACT Forms
If to you:
<*insert name and service address of GNPOC>
If to us:
<*insert name and service address of Guarantor>
10. Any such demand, notice or communication shall be deemed to have been duly served
when left at the proper address for service provided that if the time of such deemed service
is either after 4 o’clock p.m. on a Business Day or on a day other than a Business Day
service shall be deemed to have occurred instead at 10 a.m. on the next following business
day.
11. This Guarantee shall be governed by and construed in accordance with the laws of SUDAN.
12. Any dispute arising out of or in connection with this Guarantee shall be finally settled by a
single arbitrator under the UNCITRAL Rules in force at the time the arbitration is
commenced. In the absence of Contract the arbitrator shall be designated by the President
of UNCITRAL at either Party's request.
13. Nothing in this Guarantee confers or purports to confer on any third party any benefit or any
right to enforce any term of this Guarantee.
IN WITNESS whereof this Guarantee has been executed and delivered as a Deed on the <*insert
day> day of <*insert month><*insert year>
SIGNED as a Deed by )
as the Attorney on behalf of )
<*insert name of Guarantor> )
in the presence of )
Page 6 of 16
CONTRACT Forms
APPENDIX 1 TO ATTACHMENT 3-A
FORM OF DEMAND
Page 7 of 16
CONTRACT Forms
APPENDIX 1 TO EXHIBIT VII
FORM OF DEMAND
<*insert name and service address of Guarantor>
Dear Sirs
<*insert contract number and contract title> (THE “CONTRACT”)
GUARANTEE NO. <*insert bank guarantee number> (THE “GUARANTEE”)
We refer to the above Contract and Guarantee.
We hereby certify that:
1. the Contractor is in breach of one or more of its obligations under the Contract; and
2. we believe that the amount of the losses which we have incurred and/or will incur in respect
of such breach or breaches is not less than <*insert demanded sum in words and figures>.
In accordance with the terms of the Guarantee we require payment by you of the sum of <*insert
demanded sum in words and figures>.
Payment shall be made by telegraphic transfer to the following bank account:
Bank: <*insert bank name>
Account Number: <*insert bank account number>
Sort Code: <*insert sort code>
Yours faithfully
…………………………………
For and on behalf of GNPOC
Dated
Page 8 of 16
CONTRACT Forms
Page 9 of 16
CONTRACT Forms
ATTACHMENT 3 – C
PROFORMA CERTIFICATE OF MECHANICAL COMPLETION
CONTRACT NO.:……………………………………………………
CONTRACT NAME.:……………………………………………………………………………..
BETWEEN
GREATER NILE PETROLEUM OPERATING COMPANY LIMITED
AND
CONTRACTOR:……………………………………………………………………………….
CERTIFICATE OF MECHANICAL COMPLETION
In accordance with Article 32.1 Section 2 of CONTRACT, the GNPOC hereby issues this Certificate
for the following sections of the SYSTEM to CONTRACTOR:
SYSTEM NAME: ……………………………………………………………………………..

(DETAILS AS PER APPENDIX 1)
CONTRACTOR is obliged to correct the defects and deficiencies set forth in the attached exhibit
(hereinafter referred to as the “ Mechanical Completion Punchlist”) to the satisfaction of GNPOC.
This Certificate shall be effective the …………………………………..
This certificate is also subject to faithful and diligent completion and fulfillment of all of
CONTRACTOR’s obligations under said CONTRACT, including the completion of the said part of the
WORK strictly in accordance with the CONTRACT.
Nothing contained in this Certificate shall be construed as relieving the CONTRACTOR of any of its
obligations under the CONTRACT.
Issued By: Agreed and Accepted By:
GREATER NILE PETROLEUM OPERATING CONTRACTOR’S NAME

COMPANY LIMITED,
Signature Signature
Name Name
Designation Designation
Date Date
Page 10 of 16
CONTRACT Forms
APPENDIX 1 TO MECHANICAL COMPLETION CERTIFICATE
System System Precom- Request By: Checked Approved MC

No Description missioning CONTRACTOR By: By: Dossier
Completion Project GNPOC Ref. No.
Date Consultant
Page 11 of 16
CONTRACT Forms
ATTACHMENT 3 – D
PROFORMA CERTIFICATE OF PROVISIONAL ACCEPTANCE
CONTRACT NO.:……………………………………………………
CONTRACT NAME.:……………………………………………………………………………..
BETWEEN
AND
CONTRACTOR:……………………………………………………………………………….
CERTIFICATE OF PROVISIONAL ACCEPTANCE
In accordance with Article 32.2, Section 2 of CONTRACT, GNPOC hereby provisionally accepts and
issues this certificate for the following sections of the SYSTEM to CONTRACTOR:
SYSTEM NAME: ……………………………………………………………………………..

(DETAILS AS PER APPENDIX 1)
CONTRACTOR is obliged to correct the defects and deficiencies set forth in the attached exhibit
(hereinafter referred to as the “ Provisional Acceptance Punchlist”) to the satisfaction of GNPOC.
This certificate is also subject to faithful and diligent completion and fulfillment of all of
CONTRACTOR’s obligations under said CONTRACT, including the completion of the said part of the
WORK strictly in accordance with the CONTRACT.

COMPANY LIMITED,
Signature Signature
Name Name
Date Date
Page 12 of 16
CONTRACT Forms
APPENDIX 1 TO PROVISIONAL ACCEPTANCE CERTIFICATE
System System Com- Request By: Checked Approved PA

No Description missioning CONTRACTOR By: By: Dossier
Completion Project GNPOC Ref. No.
Date Consultant
Page 13 of 16
CONTRACT Forms
ATTACHMENT 3 – E
PROFORMA CERTIFICATE OF FINAL ACCEPTANCE
CONTRACT NO.:……………………………………………………
CONTRACT NAME.:……………………………………………………………………………..
BETWEEN
AND
CONTRACTOR:……………………………………………………………………………….
CERTIFICATE OF FINAL ACCEPTANCE
In accordance with Article 32.3, Section 2 of CONTRACT, GNPOC hereby provisionally accepts and
issues this certificate for the following sections of the SYSTEM to CONTRACTOR:
SYSTEM NAME: ……………………………………………………………………………..

COMPANY LIMITED,
Signature Signature
Name Name
Date Date
Page 14 of 16
CONTRACT Forms
ATTACHMENT 3 – F
PROFORMA FINAL PAYMENT RELEASE CERTIFICATE / CONTRACT CLOSURE CERTIFICATE
CONTRACT NO.:……………………………………………………
CONTRACT NAME.:……………………………………………………………………………..
BETWEEN
AND
CONTRACTOR:……………………………………………………………………………….
FINAL PAYMENT RELEASE CERTIFICATE
By the release of the final payment by GNPOC for the above-mentioned CONTRACT,
CONTRACTOR hereby affirm that:
(a) CONTRACTOR has completed the WORK in accordance with the provisions of the
CONTRACT.
(b) CONTRACTOR agrees that its obligations regarding guarantees and warranties of the WORK
shall continue until the Final Acceptance Certificate is issued in accordance with the
provisions of the CONTRACT.
(c) All subcontractors, vendors, suppliers, material, men, laborers, equipment renters and all
other persons or firms engaged by the CONTRACTOR or any of its agents to provide any
work, services, material, insurance, financing or equipment used in the engineering,
procurement and construction of the aforesaid facilities including its associated structures,
equipment, utilities and furnishings, and all governmental charges and charges by other
GNPOC contractors providing work, services, material, insurance, financing or equipment at
the request or direction of the CONTRACTOR or any of its agents have been paid in full for all
items furnished in connection with the performance of the WORK.
(d) There are no other claims against CONTRACTOR or GNPOC by any party with respect to
work performed by or on behalf of the CONTRACTOR or directed or requested by the
CONTRACTOR related to the WORK.
(e) CONTRACTOR certifies that all claims which CONTRACTOR has against GNPOC related to
the performance of the WORK have been presented to GNPOC and resolved and the total
amount due to the CONTRACTOR in full and final settlement of all outstanding amounts
claimed by the CONTRACTOR related to the WORK is ZERO United States Dollars (or in any
other currency specified in the CONTRACT).
(f) CONTRACTOR further agrees to protect, defend and indemnify and save GNPOC and its
owners, harmless from any and all claims from suppliers, subcontractors, vendors, engineers,
laborers, and all other parties engaged by or requested or directed to perform work by the
CONTRACTOR for the construction of the WORK.
Page 15 of 16
CONTRACT Forms

COMPANY LIMITED,
Signature Signature
Name Name
Date Date
END OF SECTION 3
Page 16 of 16

FSF7-Part III Sect 3 - Contract Forms - A

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SECTION 3

Section 3.0 CONTRACT Forms

Attachment 3 – A Proforma Performance Bond

Attachment 3 – B Proforma Warranty Bond

Attachment 3 – C Proforma Mechanical Completion Certificate

Attachment 3 – D Proforma Provisional Acceptance Certificate

Attachment 3 – E Proforma Final Acceptance Certificate

Attachment 3 – F Proforma Final Payment Release Certificate

PROFORMA PERFORMANCE BOND

Guarantee No: <*insert bank guarantee number>

To: GNPOC of <*insert address of GNPOC>

C. We have agreed to provide a guarantee in the manner hereinafter appearing in discharge of

IN CONSIDERATION of your accepting our obligations herein contained in discharge of the

(d) without any proof or conditions; and

(e) without any right of set-off or counterclaim,

4. Any Demand referred to in Article 3 shall be deemed to be sufficiently served on us if

(a) any time or waiver granted to the Contractor;

(c) any legal limitation, disability or incapacity relating to the Contractor;

7. This Guarantee shall expire on the earlier of:

<*insert name and service address of GNPOC>

<*insert name and service address of Guarantor>

as the Attorney on behalf of )

<*insert name of Guarantor> )

APPENDIX 1 TO ATTACHMENT 3-A

APPENDIX 1 TO EXHIBIT VII

<*insert name and service address of Guarantor>

<*insert contract number and contract title> (THE “CONTRACT”)

GUARANTEE NO. <*insert bank guarantee number> (THE “GUARANTEE”)

We refer to the above Contract and Guarantee.

We hereby certify that:

Payment shall be made by telegraphic transfer to the following bank account:

Bank: <*insert bank name>

Account Number: <*insert bank account number>

Sort Code: <*insert sort code>

For and on behalf of GNPOC

PROFORMA CERTIFICATE OF MECHANICAL COMPLETION

GREATER NILE PETROLEUM OPERATING COMPANY LIMITED

CERTIFICATE OF MECHANICAL COMPLETION

SYSTEM NAME: ……………………………………………………………………………..

This Certificate shall be effective the …………………………………..

Issued By: Agreed and Accepted By:

GREATER NILE PETROLEUM OPERATING CONTRACTOR’S NAME

APPENDIX 1 TO MECHANICAL COMPLETION CERTIFICATE

System System Precom- Request By: Checked Approved MC

PROFORMA CERTIFICATE OF PROVISIONAL ACCEPTANCE

GREATER NILE PETROLEUM OPERATING COMPANY LIMITED

CERTIFICATE OF PROVISIONAL ACCEPTANCE

SYSTEM NAME: ……………………………………………………………………………..

This Certificate shall be effective the …………………………………..

Issued By: Agreed and Accepted By:

GREATER NILE PETROLEUM OPERATING CONTRACTOR’S NAME

APPENDIX 1 TO PROVISIONAL ACCEPTANCE CERTIFICATE

System System Com- Request By: Checked Approved PA

PROFORMA CERTIFICATE OF FINAL ACCEPTANCE

GREATER NILE PETROLEUM OPERATING COMPANY LIMITED

CERTIFICATE OF FINAL ACCEPTANCE

SYSTEM NAME: ……………………………………………………………………………..

This Certificate shall be effective the …………………………………..

Issued By: Agreed and Accepted By:

GREATER NILE PETROLEUM OPERATING CONTRACTOR’S NAME

PROFORMA FINAL PAYMENT RELEASE CERTIFICATE / CONTRACT CLOSURE CERTIFICATE

GREATER NILE PETROLEUM OPERATING COMPANY LIMITED

FINAL PAYMENT RELEASE CERTIFICATE