Subcontract Agreement

SUB-CONTRACT AGREEMENT

Between

Kiflom G/hiwot Araya Construction

and

Akir Construction Constructio n 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 20 12.

BETWEEN

(1) Akir Construction PLC, with its office in , Addis Ababa, Tel +251-11 442 04 01, PoBox 13456 (hereinaf ter called "the Main Contractor") of the other part. AND (2) KIFLOM GEBREHIWOT GENERAL CONTRACTOR, with its of fi ce in, Addis Ababa, Sub City Yek a, 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 , SubContract work of Omo River Bridge Construction as per implicitly stated in the BOQ, (Hereinafter ref erred to as "the Main Contract") (B) The Main Contractor is desirous of Sub-Contracting the Sub-Contract Work s to the SubContractor and the Sub-Contractor is desirous of undertaking the work s. (C) The Sub-Contractor, having been aff orded the opportunity to read and note the provisions of the Main Contract, has agreed to execute upon the terms and conditions hereinaf ter 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 f ollows:

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 SubContractor particulars of which are set out in the First Schedule hereto. 1.3. "The Sub-Contract Work s" means those works described in the documents specified in the Second Schedule hereto to be executed as part of the Main Contract Work s. 1.4. "The Main Work s" means the Work s as def ined 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 f or the Sub-Contract Work s 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 Work s 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 Employer’s 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 f or 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 satisf y himself bef ore entering into the Sub-Contract as to any matters which may influence or aff ect 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 f or the due performance of the SubContract 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 SubContract and relating to the Sub-Contract Work s. 2.4 The Main Contractor shall have full power to issue to the Sub-Contractor f rom time to time during the progress of the Sub-Contract Works such further drawings and instructions as may be necessary f or the purpose of the proper and adequate execution, completion and maintenance of the Sub-Contract Work s 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 inf ormation, documents and data required under the Main Contract in relation to the Sub-Contract Work s 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 f or 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 Work s 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 Work s 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 unsk illed labor as is necessary f or the proper and timely execution and maintenance of the Sub-Contract Work s. 2.9 The Sub-Contractor shall ensure that no illegal immigrants are employed by it f or 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 Work s. 3. MAIN CONTRACT

3.1 The Sub-Contractor shall be deemed to have full k nowledge 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 SubContractor 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 perf orm 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 f oregoing, 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 Work s 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 SubContract. 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 Employer’s 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 Employer’s 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 Employer’s Representative, Engineer’s 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 Work s 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 Work s 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 dela yed in the execution of the Sub-C ontract Works by any circumstances or occurrences (other than a breach of this Sub-Contract b y 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 b y 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) da ys 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 SubContract 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 b y 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 SubContract 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 mak e deductions and retain f rom any monies due or which may become due to the SubContractor. The deduction of such liquidated damages shall not relieve the Subcontractor f rom 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 SubContract 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 employer’s 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 employer’s 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 employer’s 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 Work s 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 Work s which sub ject 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 unconf irmed order for the variation of the Subcontract Work s 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 f orthwith 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 mak e any variations of the Sub-Contract Work s 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 af fects 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 T he U nit Rates of the wor k I tems indicated in the Bill of quantities will be subject t o pr ice ad just ment.

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 Fn Fo

+ d Sn + So

e Cn Co

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 t he construction and completion of the Sub-Contract Works must be procured by the Sub-Contractor and meet the requirement of the specif ication 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 , tak e all reasonable steps to secure from the Employer such financial benef its, if any, as may be claimable in accordance with the Main Contract, and the Sub-Contractor shall in suff icient time afford the Main Contractor to claim such benefit. On receiving payment of any such financial benef its

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 t he 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 pro vided 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 f or 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 Work s suff ering damage or the occurrence of any event during the duration of the Sub-Contract Work s 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 inf ormation 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 Work s 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 Work s, the Sub-Contractor shall maintain the Sub-Contract Work s to the standard required by the Main Contract Specification, f air wear and tear expected, and shall make good every def ect and imperfection therein f rom 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 f or so doing unless such def ect or imperf ection 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 Work s, submit reports to the Main Contractor and! Carry out such other work s related to the Sub-Contract Work as the Main Contractor may be obliged to perf orm 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-Contractor’s interim monthly payment certificate. The Main Contractor shall inform the Sub-contractor when he submits payment certificate to the Employer’s 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 S ubcont ractor Pa yment: is sub ject t o any pr ice ad just ment as per sub-clause 10.2.

17.2 The Main Contractor shall be entitl ed to deduct from payments due to the SubContract 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 SubContract 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 of f 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 Employer’s 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-contractor’s 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 subcontractor. 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 subcontractor under this agreement subject to such deduction or set off being as certained by the Consultant Engineer having due regard to any additional sums required f or completion of the Sub-contract Works and maintenance of the co mpleted portion. This, however, does not relieve the Subcontractor from and against any and all claims, proceedings, damages, costs, charges, and expenses whatsoever arising out of or in connection with any failure to perf orm such obligations under this Sub-contractor or to fulf ill such liabilities if any. 20. DISPUTE RESOULTION

If any dispute arises between the Main Contractor and the Sub-Contractor then the parties shall ref er the matter to a third party (Technical Expert) agreed upon by both parties. The ob jective 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 inf orms 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 ref erred to Arbitration. If either party does not issue such notice within the prescribed 5 days then the recommendation shall become f inal and binding.

21. CONFORMITY WITH THE MAIN CONTRACT

21.1 The Main Contract shall prevail and be f ollowed 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 (AKIR CONSTRUCTION PLC)

For and on behalf of the Sub -contractor (KIFLOM GEBREHIWOT ARAYA CONSTRUCTION)

_______________________________

_____________________________________

Authorized re pr esentative

Authorized re pr esentative

In the Presence of_________________


In the Capacity of_________________


Signature

_________________

Signature

_________________

Date

_________________

Date

__________________





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. 2. 3. 4. 5.

The Contract Agreement Minutes of Negotiation The Letter of Acceptance and its Annex Minutes of Pre-contract award discussion Addendum the Bidding Document, Contractor’s 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. Employer’s Requirements 9. The Contractor’s 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 Contract Works

of

the

Sub-

590 calendar days af ter 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 SubContract 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 contractor’s laboratory technicians at the main contractor’s 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 Employer’s 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.

Subcontract Agreement

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