Base Camp Complex and Associated Facilities for Petronas Carigali Iraq, Garraf Operations

7/29/2019 Base Camp Complex and Associated Facilities for Petronas Carigali Iraq, Garraf Operations

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Provision of Supply, Delivery and Storage of Earth Fill

Materials for PETRONAS Carigali Iraq,

Garraf Operations

Section V



▌ Exhibit XII – Bank Guarantee and PerformanceGuarantee

TENDER NO: PCI G/2010/DD/00 5Pro vision of Suppl y, Del iver y a nd Sto rage of Ea rth Fill Materials

for PET RONAS Carigali I raq, Ga rraf Opera tions



EXHIBIT XII – BANK GUARANTEE AND PERFORMANCE GUARANTEE

EXHIBIT XII

BANK GUARANTEE AND PERFORMANCE GUARANTEE



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TENDER NO: PCI G/2010/DD/00 5

Pro vision of Suppl y, Del iver y a nd Sto rage of Ea rth Fill Materials





BANK GUARANTEE FORMAT



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FORM OF CONTRACTOR'S BANK GUARANTEE 1

BY THIS BANK GUARANTEE dated the ________day of_____________2010.

We [ name of contractor ] whose registered office is at [ address ] ('the

CONTRACTOR') and [ name of bank ] whose registered office is at [ address ] ('the

GUARANTOR') are irrevocably and unconditionally bound to:

PETRONAS Carigali Sdn Bhd whose office is at Supply Chain Management Department, Level 4,

Precinct 2, Dubai International Financial Centre, PO Box 50659, Dubai UAE, together with itssuccessors and assigns ('PETRONAS Carigali') in the sum of US$ [ amount in numbers ] (United

States Dollars amount in words ) ('the GUARANTEED SUM') for payment of which sum the

CONTRACTOR and GUARANTOR bind themselves their successors and assigns jointly and

ll i d i h h i i f hi BANK GUARANTEE


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severally in accordance with the provisions of this BANK GUARANTEE.

RECITALS:

(A) By a CONTRACT dated [ date ] ('the CONTRACT') made between PETRONAS Carigali

and the CONTRACTOR, the CONTRACTOR has agreed to execute and complete certain

works ('the WORK') upon the terms and conditions contained in the CONTRACT.

(B) Pursuant to the terms of the CONTRACT, the CONTRACTOR agreed to obtain the guarantee

of a surety to be bound unto PETRONAS Carigali for the due performance of the CONTRACT

by the CONTRACTOR.

THE TERMS AND CONDITIONS of this BANK GUARANTEE are:

1. Where applicable, words and expressions used in this BANK GUARANTEE shall have the

meaning assigned to them in the CONTRACT.

2. In the event of default by the CONTRACTOR in respect of any of his obligations under the

CONTRACT the GUARANTOR shall, upon demand made by PETRONAS Carigali in writing

and without proof or conditions, satisfy and discharge any damages, losses, charges, costs or

expenses sustained by PETRONAS Carigali thereby up to the amount of the GUARANTEED

SUM.

3. The liability of the GUARANTOR under this BANK GUARANTEE shall remain full force and

effect and shall not be affected or discharged in any way by and the GUARANTOR hereby

waives notice of:

3.1 Any suspension of the WORK, CHANGES to WORK or the CONTRACT (includingwithout limitation extension of time for performance or adjustment to the amount

payable to the CONTRACTOR under the CONTRACT) or any concession or waiver

by PETRONAS Carigali in respect of the CONTRACTOR'S obligations under the

CONTRACT;

3.2 The termination of the CONTRACT or of the employment of the CONTRACTOR

under the CONTRACT solely as a result of default by the CONTRACTOR under the

CONTRACT;

1

Thi F f G t i f i l tit ti 'th CONTRACTOR' Wh th CONTRACTOR i



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This Form of Guarantee is for a single entity acting as 'the CONTRACTOR'. Where the CONTRACTOR is a

Joint Venture or a Consortium, the wording of the Guarantee will change to reflect that fact.





3.3 Any forbearance or waiver of any right of action or remedy PETRONAS Carigali may

have against the CONTRACTOR or negligence by PETRONAS Carigali in enforcing

any such right of action or remedy;

3.4 Any other bond, security or guarantee held or obtained by PETRONAS Carigali for

any of the obligations of the CONTRACTOR under the CONTRACT or any release or

waiver thereof;

3.5 Any act or omission of the CONTRACTOR pursuant to any other arrangement withthe GUARANTOR;

3.6 Subject to Clause 4.2 below, the issue of a FINAL ACCEPTANCE Certificate;

3.7 The issue of any certificate of achievement of any stage of the WORK.

4. The liability of the GUARANTOR under this BANK GUARANTEE shall cease on whichever of

the following events first occurs:

4.1 Payment by the GUARANTOR of the GUARANTEED SUM in full to PETRONAS

Carigali; or

4 2 Issue of the FINAL ACCEPTANCE Certificate



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4.2 Issue of the FINAL ACCEPTANCE Certificate

5. PETRONAS Carigali shall be entitled to assign the benefit of this BANK GUARANTEE at any

time without the consent of the GUARANTOR or the CONTRACTOR being required.

6. All documents arising out of or in connection with this BANK GUARANTEE shall be served:

6.1 Upon PETRONAS Carigali at [ address for service ].

6.2 Upon the GUARANTOR at [ address for service ].

7. PETRONAS Carigali and the GUARANTOR may change their respective nominated

addresses for service of documents but only by prior written notice to each other. All demands

and notices must be in writing.

8. This BANK GUARANTEE shall be governed by and construed according to the laws for the

time being in force in [ country ] and the GUARANTOR agrees to submit to the non-exclusive

jurisdiction of the courts of [ country ].

IN WITNESS whereof this BANK GUARANTEE has been executed as a deed on the date first above

written.

THE COMMON SEAL of )

[ name of bank ] )

was affixed hereto in )

the presence of: )

…………………………………………….

Director

……………………………………………….

Director/Secretary

OR







SIGNED, SEALED AND DELIVERED

For )

and on behalf of and as )lawful attorney of [ name of bank ] )

under power of attorney dated [ date ] )

by [ name ] )

in the presence of: )

…………………………………………………

[Name]

[Occupation]



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PERFORMANCE GUARANTEE FORMAT



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FORM OF PERFORMANCE GUARANTEE2

BY THIS PERFORMANCE GUARANTEE dated the ________day of_____________2010.



BETWEEN:

[ Parent Company ] whose registered office is at [ address ] ('the GUARANTOR').

and:

PETRONAS Carigali Sdn Bhd whose office is at Supply Chain Management Department, Level 4,

Precinct 2, Dubai International Financial Centre, PO Box 50659, Dubai UAE, together with its

successors and ass igns ('PETRONAS Carigali').

RECITALS:

(A) By a CONTRACT dated [ date ] ('the CONTRACT') between PETRONAS Carigali and [

name of contractor ] ('the CONTRACTOR'), the CONTRACTOR has agreed to execute and

complete certain works ('the WORK') upon the terms and conditions contained in the

CONTRACT.

(B) Pursuant to Condition of the CONTRACT, the CONTRACTOR agreed to procure theprovision of a PERFORMANCE GUARANTEE in the terms hereof.

(C) At the request of the CONTRACTOR, the GUARANTOR has agreed to guarantee

performance of the CONTRACT by the CONTRACTOR as set out herein.

ACCORDINGLY, IT IS AGREED THAT:

1. Where applicable, words and expressions used in this PERFORMANCE GUARANTEE shall

have the meaning assigned to them in the CONTRACT.

2. In consideration of PETRONAS Carigali entering into the CONTRACT with the

CONTRACTOR, the GUARANTOR irrevocably and unconditionally guarantees to

PETRONAS Carigali, as a primary ob-ligation and not as a surety, due performance by the

CONTRACTOR of all of his obligations and liabilities under and in accordance with the

CONTRACT save that nothing herein shall be construed as imposing greater obligations or

liabilities on the GUARANTOR than are imposed on the CONTRACTOR in the CONTRACT.

3. The obligations of the GUARANTOR under this PERFORMANCE GUARANTEE shall remainin full force and effect and shall not be affected or discharged in any way by and the

GUARANTOR hereby waives notice of:

3 1 Any suspension of the WORK CHANGES to the WORK or the CONTRACT



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3.1 Any suspension of the WORK, CHANGES to the WORK or the CONTRACT

(including without limitation extension of time for performance or adjustment to the

amount payable to the CONTRACTOR under the CONTRACT) or any concession or

waiver by PETRONAS Carigali in respect of the CONTRACTOR'S obligations under

the CONTRACT;

2 This Form of Guarantee is for a single entity acting as 'the CONTRACTOR '. Where the CONTRACTOR is a

Joint Venture or a Consortium, the wording of the Guarantee will change to reflect the fact that the performance

of each member of the Joint Venture or Consortium is being guaranteed by its parent .





3.2 Any provision of the CONTRACT being or becoming illegal, invalid, void, voidable or

unenforceable;

3.3 The termination of the CONTRACT or of the employment of the CONTRACTOR

under the CONTRACT for any reason;

3.4 Any forbearance or waiver of any right of action or remedy PETRONAS Carigali may

have against the CONTRACTOR or negligence by PETRONAS Carigali in enforcing

any such right of action or remedy;

3.5 Any bond, undertaking, security or other guarantee held or obtained by PETRONAS

Carigali for any of the obligations of the CONTRACTOR under the CONTRACT or

any release or waiver thereof.


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any release or waiver thereof.

4. This PERFORMANCE GUARANTEE shall extend to any CHANGES of, or amendment to the

CONTRACT and to any agreement supplemental thereto agreed between PETRONAS

Carigali and the CONTRACTOR and, for the avoidance of doubt, the GUARANTOR hereby

authorises PETRONAS Carigali and the CONTRACTOR to make any such amendment,

change or supplemental agreement.

5. This PERFORMANCE GUARANTEE is a continuing guarantee and, accordingly, shall cover

all of the obligations and liabilities of the CONTRACTOR under the CONTRACT and shallremain in full force and effect until all the said obligations and liabilities of the CONTRACTOR

shall have been carried out, completed and discharged in accordance with the CONTRACT.

This PERFORMANCE GUARANTEE is in addition to any other security, which PETRONAS

Carigali may at any time hold and may be enforced without first having recourse to any such

security or taking any steps or proceedings against the CONTRACTOR.

6. Until the issue of the FINAL ACCEPTANCE Certificate for the whole and every part of the

WORK, the GUARANTOR shall not on any ground whatsoever make any claim or threaten to

make any claim whether by proceedings or otherwise against the CONTRACTOR for therecovery of any sum paid by the GUARANTOR pursuant to this PERFORMANCE

GUARANTEE. Any such claim shall be subordinate to any claims (contingent or otherwise),

which PETRONAS Carigali may have against the CONTRACTOR arising out of or in

connection with the CONTRACT until such time as such claims shall be satisfied by the

CONTRACTOR or the GUARANTOR as the case may be. To that intent the GUARANTOR

shall not claim or have the benefit of any security which PETRONAS Carigali holds or may

hold for any monies or liabilities due or incurred by the CONTRACTOR to PETRONAS

Carigali and, in case the GUARANTOR receives any sum from the CONTRACTOR in respect

of any payment by the GUARANTOR hereunder, the GUARANTOR shall hold such sum in

trust for PETRONAS Carigali for so long as any sum is payable (contingently or otherwise)under this PERFORMANCE GUARANTEE.

7. PETRONAS Carigali shall be entitled to assign the benefit of this PERFORMANCE

GUARANTEE at any time without the consent of the GUARANTOR or the CONTRACTOR

being required.

8. All documents arising out of or in connection with this PERFORMANCE GUARANTEE shall

be served:

a) Upon PETRONAS Carigali at [ address for service ].

Pab) Upon the GUARANTOR at [ address for service ].



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b) Upon the GUARANTOR at [ ].





9. PETRONAS Carigali and the GUARANTOR may change their respective nominated

addresses for service of documents but only by prior written notice to each other. All

demands and notices must be in writing.

10. This PERFORMANCE GUARANTEE shall be governed by and construed according to the

laws for the time being in force in [ country ] and the GUARANTOR agrees to submit to the

non-exclusive jurisdiction of the courts of [ country ].

IN WITNESS whereof this PERFORMANCE GUARANTEE has been executed as a deed on the date

first above written.

THE COMMON SEAL of )

[ Parent Company ] )

was affixed hereto in )

the presence of: )

…………………………………………….

Director

……………………………………………….



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……………………………………………….

Director/Secretary

OR

SIGNED, SEALED AND DELIVERED

For )

and on behalf of and as )

lawful attorney of [ Parent Company ] )

under power of attorney dated [ date ] )

by [ name ] )

in the presence of: )

…………………………………………………

[Name]

[Occupation]

End of Exhibit XII

Base Camp Complex and Associated Facilities for Petronas Carigali Iraq, Garraf Operations

Documents

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