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BALLARAT GOLDFIELDS NL
 WOOLSHED GULLY DECLINE
 FIXED & VARIABLE CONTRACT
 No: M11




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FORM OF AGREEMENT
 THIS FORMAL INSTRUMENT OF AGREEMENT th
 BETWEEN
 Ballarat Goldfields NL
 Pybar Mining Services Pty Ltd
 WHEREAS:
 (A)
 (B)
 (C)
 (D)
 (E)
 (F)
 IT IS AGREED
 1.1.1
    
    The following documents comprise the Contract between the parties:
 (a)
    
    this Form of Agreement;(b)
    
    Special Conditions;(c)
    
    General Conditions;(d)
    
    Scope of Work;(e)
    
    Specifications;
 1




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(f)
    
    Schedules; and(g)
    
    Drawings.
 1.1.2
    
    The Contract constitutes the entire, final and concluded agreement between the Company and
the Contractor relating to the execution of the Works. All previous contracts specifically
contract number M08, statements, agreements, warranties, representations and correspondence in
relation to the Works, except to the extent expressly incorporated into and forming part of
the Contract, are superseded and shall have no effect.1.1.3
    
    The Contractor shall commence, perform and complete the Works in accordance in all respects
with the terms and conditions set out in the Contract and will perform, comply with and
observe all the terms and conditions, stipulations and requirements expressed or reasonably to
be inferred from the Contract to be performed, complied with or observed by the Contractor.1.1.4
    
    In consideration of the Contractor performing such Works in accordance with the Contract,
the Company shall, in accordance with the provisions of the Contract, pay to the Contractor
the Contract Price at the times and in the amounts specified in the Contract.1.1.5
    
    The Contractor shall commence the Works on 1 July 2005 and finish the Works by 30 June 2008.1.1.6
    
    The Contractor acknowledges that it has not been induced to enter into the Contract by any
representation or statement by the Company or its or their representatives.1.1.7
    
    Words and expressions used in this Form of Agreement and the Contract which are defined in
the General Conditions have the same meaning in this agreement and the Contract as set out in
the General Conditions, unless the context otherwise requires or unless elsewhere defined.
 EXECUTED
 THE COMMON SEALofBallarat Goldfields NL
    
    
    )was
    
    
    )affixed to this document in the presence of:
    
    
    )
 Director/Secretary
    
    
    
    DirectorName (please print)
    
    
    
    Name (please print)
 2




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THE COMMON SEALofPybar Mining Services Pty Ltd
    
    
    )was
    
    
    )affixed to this document in the presence of:
    
    
    )
 Director/Secretary
    
    
    
    DirectorName (please print)
    
    
    
    Name (please print)
 3




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SPECIAL CONDITIONS OF CONTRACT
(FIXED & VARIABLE)




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1.
    
    EARLY TERMINATION1.1
    
    CompensationThe Company may at any time, in its absolute discretion, exercise the option of early
termination of the Contract in whole or in part by giving the Contractor three months
prior written notice to that effect.As a result of this early termination, the Company shall pay to the Contractor the amount
stated in Schedule L. The compensation amount stated in Schedule L shall be the total
amount of compensation paid by the Company to the Contractor on early termination and no
other compensation will be paid by the Company to the Contractor for early termination.1.2
    
    Plant & EquipmentIn the event of completion of the contract or early termination, the Company shall commit
to pay the written down value at the time of completion or early termination on the Plant
& Equipment that was purchased new during the Term of the Contract and is required for
its Site except where this Plant and Equipment has already been fully purchased by the
Company over the Contract Period.The Company may purchase any of the Contractors Plant & Equipment that was established
or existing on the Site prior to commencement of the Contract. The purchase of that
Plant & Equipment will be at the price agreed between the Company and the Contractor at
the time of completion or termination of the Contract.If the Company does not want the Plant and Equipment due to the age or condition of a
particular item/s of Plant & Equipment listed in the Schedules, the Contractor will take
all action necessary including sale and/or disposal, termination of purchase agreements
such as hire purchase contracts, reallocation of the Plant and Equipment to other
contract work, etc. to minimise any additional payment required to be made by the Company
to the Contractor. In all cases, payment to the Contractor shall not exceed two month
of fixed and/or variable cost from the date of written notification to the Contractor by
the Companys Representative that the particular item/s of Plant & Equipment are surplus
to the Companys requirements.1.3
    
    Contract PersonnelIn the event of completion of the contract or early termination, the Company may at its
sole discretion exercise an option to employ the Contract Personnel required for its
needs that are employed by the Contractor. The details of any offer such as pay rates,
leave entitlement, other benefits, etc. will be discussed and finalised if the option is
exercised by the Company.1.4
    
    Goods, Materials, Consumables and Spare PartsIn the event of completion of the contract or early termination, the Company commits to
purchase from the Contractor all the Goods, materials, consumables and spare parts owned
and held by the Contractor on the Site at the price paid for these items plus the cost of
freight to the Site, provided the Goods, material, consumables and spare parts are in a
new and usable condition and have been stored in an acceptable location and standard.
The Company, in consultation with the Contractor, shall jointly judge whether the Goods,
material, consumables or spare parts are in a usable condition.




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If the Company wishes to purchase from the Contractor partly used or worn Goods,
materials, consumables and/or spare parts then a fair price shall be agreed between the
Company and the Contractor for Goods, materials, consumables and spare parts taking into
account their condition at the time of purchase.The Company reserves the right to reject payment for any item of Goods, material,
consumables or spare parts that are incompatible with or are not required for the Plant
and Equipment and/or mining method in use at the Site at the time of the contract
completion or early termination.For avoidance of doubt and as examples, the Company will not purchase spare parts for a
piece of Plant that was either scheduled for disposal or was disposed of prior to the
notification of early termination. The Company reserves it right not to purchase Goods,
material, consumables or spare parts that have passed their use by date and therefore
maybe ineffective when utilised.The Company reserves the right, during the Term of the Contract, to instigate at any time
the replacement of any of the Goods, material or consumables supplied by the Contractor
in the performance of the Works with Company supplied Goods, material or consumables. If
the Company exercises the right to supply these items then the Company will not be
required to pay a profit or margin to the Contractor. These items will be supplied to
the Contractor on a free of charge basis and the Contractor shall adjust rates contained
within the Schedules to reflect the reduction in cost.If the Company does supply Goods, material or consumables on a free of charge basis and
during the remaining Contract Period these Goods, materials or consumables are subject to
excessive wastage caused by an act of negligence by the Contract Personnel then the
Company will deduct from the monthly Progress Claim the actual cost of the Goods,
material or consumables that are damaged.1.5
    
    Minor PlantIn the event of completion of the contract or early termination, where the Company is
preparing to continue its mining operation at the Site as an owner operator, the Company
may wish to purchase from the Contractor any minor plant such as workshop equipment that
has not already been purchased with other minor Plant & Equipment listed in Schedule D.
The Contractor will make available to the Company a complete list of all minor plant
available on the Site along with the condition and price of each item of minor plant.
The Company and/or the Contractor shall not be bound to purchase/sell all or any of the
minor plant listed.2.
    
    PRIME CONTRACTOR STATUSThe Contractor is regarded as the prime contractor for all the Work to be completed under
this Contract and during the Term of the Contract. The Contractors primary duties of
underground ore or waste development involving conventional jumbo mining, loading and
truck haulage, road grading, road watering, installing or replacement of mine services,
development pumping, secondary ventilation, electrical reticulation, installation of
ground support, maintenance of the Contractors Plant & Equipment, supply of Contract
Personnel and mine supervision will not be completed by another contractor without the
agreement of the Contractor.Any additional work and/or mining methods required on the Site during the Term of the
Contract such as raiseboring, hand held raising, alimak raising or mining, diamond
drilling, roadheader, underground construction and fabrication, etc may not be offered to
the Contractor.




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Unless operational needs dictate otherwise as determined by the Companys Representative
in his absolute discretion, the Contractor shall be given priority over all other
contractors work undertaken in the mine.3.
    
    CALCULATION OF PROGRESS CLAIMThe monthly Progress Claim will be calculated using the following formula:
 PC = P x (M + FC + VC + OF + AV + D)
 Where,
 
    
    PC is the total value of the monthly Progress Claim;
    
    P is the Profit as calculated below utilising Schedule M;
    
    M is the total cost of any Mobilisation that occurs during the month
due to a change in Contract Personnel numbers or Plant & Equipment and is
approved by the Companys Representative;
    
    FC is the Fixed Costs of the items listed in Schedule A which are
overheads, site management and minor plant and Schedule E which is the
Contractors major Plant & Equipment and Schedule F which is the Contract
Personnel;
    
    VC is the Variable Costs of the items listed in Schedule B which are
the variable development services rates and ground support costs;
    
    OF is the One Off  Plant & Equipment Purchase items listed in Schedule
D;
    
    AV is the cost of any Approved Variations that the Companys
Representative may authorise during the month which may include additional
cost items such as explosives or other consumables purchased for the Site;
and
    
    D is the total cost of any Demobilisation that occurs during the month
due to a change in Contract Personnel numbers or Plant & Equipment and is
approved by the Companys Representative.
 The Profit (P) will be calculated monthly and is based upon the achievement of the
Monthly Performance Parameters contained in Schedule M.An achievement of 80% of the maximum total score (i.e. a raw score of 240) as outlined in
Schedule M, will result in the Contractor being paid at the base level of profit which is
5%. The profit will decrease linearly from 5% at 80% of the maximum total score to 0% at
60% (i.e. a raw score of 180) of the maximum total score. A score of below 60% would
attract 0% profit. The profit will also increase linearly from 5% at 80% of the maximum
total score to 10% when a 100% of the maximum total score is achieved.For the month of July 2005 while the Monthly Performance Parameters are being established
and assessed, the profit level will remain at a fixed 5%.4.
    
    CONTRACT RATES ADJUSTMENTThe Contract does not have a mechanism for periodic rise & fall based on recognised
industry indices or significant events. Therefore, if at any time during the Term of the




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Contract, the Contractor or the Company become aware of an event or change that they
believe will alter the cost of Contract Personnel, Plant & Equipment, Goods, material or
spare parts as stated in the Contract Schedules then either party shall notify the other
in writing of the justification and the magnitude of the estimated change to the Contract
rates. The Companys Representative will make a determination as to the validity and
justification for the change and act accordingly to either adjust or partly adjust or
leave on hold the Contract rates as shown in the Schedules.At any time during the Term of the Contract, the Contractor can notify the Companys
Representative in writing of any change that they believe is required to the rates
contained in Schedules due to a change in circumstances or conditions at the Site. These
changes may include but are not limited to, additional Plant & Equipment numbers/types
that are not listed in the Schedules or the names and proposed pay rates for new Contract
Personnel or changes in status and pay rate of any of the Contract Personnel or changes
to the ground support items listed in the Schedules, etc. The Companys Representative
will make a determination as to the validity and justification for the change and notify
the Contractor in writing of their decision.5.
    
    CONTRACT REVIEWSEvery three (3) months from the Commencement Date of the Contract, the Company and the
Contractor shall meet in a forum where a review of the performance of each party for the
previous three (3) months under the Contract can be examined and assessed.This review will examine in particular the appropriateness of the Monthly Performance
Parameters as stated in the Schedules as a measure of the Contractors performance, the
results of ground support testing and quality assessments, the performance,
appropriateness and numbers of the Contract Personnel, Plant & Equipment and Goods, any
results with respect to safety, productivity and costs and any subsequent alterations
required to the Plans and any direct or indirect factors or events that may adversely
affect the performance of the Contract.6.
    
    CONTRACT PERSONNELIn addition to the provisions with respect to Contract Personnel that are contained
within the General Conditions, the Contractor shall not remove from the Site any Contract
Personnel for any reason without the prior written request or approval of the Companys
Representative to do so.




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GENERAL CONDITIONS
(FIXED & VARIABLE)




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TABLE OF CONTENTS
 1. DEFINITIONS AND INTERPRETATION
    
    
    81.1 Definitions
    
    
    81.2 Other definitions
    
    
    141.3 Other Parts of Contract
    
    
    151.4 Interpretation
    
    
    152. CONSTRUCTION AND WAIVER
    
    
    152.1 Entire agreement
    
    
    152.2 Severance
    
    
    162.3 Interpretation
    
    
    162.4 Dimensions
    
    
    162.5 Non-waiver
    
    
    163. CONTRACTORS INVESTIGATIONS
    
    
    163.1 Site Inspection
    
    
    163.2 Not Used
    
    
    173.3 Contractors Acknowledgments
    
    
    173.4 Contractors Liability to Perform
    
    
    183.5 Latent Conditions
    
    
    184. DRAWINGS
    
    
    194.1 Proprietorship
    
    
    194.2 Amendments
    
    
    194.3 Alterations by Contractor
    
    
    194.4 Site Changes
    
    
    194.5 Performance of Works
    
    
    195. DISCREPANCIES AND ITEMS NOT EXPRESSED
    
    
    195.1 Order of Precedence
    
    
    195.2 Not Used
    
    
    205.3 Changes to Dimensions
    
    
    205.4 Contractor to advise Companys Representative
    
    
    205.5 Contractors Responsibilities
    
    
    206. ACCESS AND POSSESSION OF THE SITE
    
    
    216.1 Pre-conditions
    
    
    216.2 Date of Access and Possession
    
    
    216.3 Commencement of Works on Site
    
    
    216.4 Non-exclusive Possession
    
    
    216.5 Delay in Access
    
    
    216.6 Co-ordination with Other Contractors
    
    
    226.7 Use by Company and Others
    
    
    226.8 Shut Downs
    
    
    227. SET OUT
    
    
    227.1 Surveying
    
    
    227.2 Correct Setting Out
    
    
    23




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8. CONTRACTORS RESPONSIBILITIES FOR THE SITE, PLANT AND EQUIPMENT
    
    
    238.1 Contractors Responsibilities for Site
    
    
    238.2 Partially Complete Work
    
    
    238.3 Work in Progress
    
    
    238.4 Emergency Work
    
    
    248.5 Utilities
    
    
    248.6 Rubbish, water and excavated materials
    
    
    248.7 Fire Risk
    
    
    258.8 Off-Site Responsibility
    
    
    259. REPRESENTATIVES AND DIRECTIONS
    
    
    259.1 Companys Representative
    
    
    259.2 Company Representatives Delegates
    
    
    269.3 Contractors Representative
    
    
    269.4 Consents and Approvals
    
    
    279.5 Companys Directions
    
    
    2710. CONTRACT PROGRAMME
    
    
    2710.1 Contract Programme
    
    
    2710.2 Behind Programme
    
    
    2811. LAWS
    
    
    2811.1 Applicable Law
    
    
    2811.2 Compliance with Laws
    
    
    2811.3 Permits and Licences
    
    
    2911.4 Copies of Approvals
    
    
    2912. INTELLECTUAL PROPERTY RIGHTS
    
    
    2912.1 Rights and Contractors Expense
    
    
    2912.2 Copyright
    
    
    3012.3 Corrective Work
    
    
    3012.4 Notification of Claims
    
    
    3013. NOT USED
    
    
    3014. PAYMENT
    
    
    3114.1 Progress Payments
    
    
    3114.2 Procedure for Approval of Progress Claims
    
    
    3114.3 Calculation of Progress Payment
    
    
    3114.4 Payment of Progress Claims
    
    
    3114.5 Access to Contractors Records
    
    
    3214.6 Payment
    
    
    3214.7 Not Used
    
    
    3214.8 Not Used
    
    
    3214.9 Payment on Account
    
    
    3214.10 Disputed Amounts
    
    
    3215. SUB-CONTRACT
    
    
    3215.1 Approved by Company
    
    
    3215.2 Payment of Sub-Contractor/Nominated Sub-Contractor
    
    
    3315.3 Contractors Responsibility
    
    
    33




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15.4 Conditions of Sub-Contract
    
    
    3316. ACCOUNTS AND RECORDS
    
    
    3316.1 Maintenance at Site
    
    
    3316.2 Audit
    
    
    3316.3 Overpayments
    
    
    3417. DEDUCTIONS
    
    
    3417.1 Not Used
    
    
    3417.2 Wages
    
    
    3417.3 Statutory Declaration
    
    
    3418. CONTRACTORS INSURANCE
    
    
    3418.1 Contractors Policies
    
    
    3418.2 Approval of Policies
    
    
    3618.3 Failure of Contractor to Insure
    
    
    3619. INDEMNITY
    
    
    3719.1 Personal Injury and Property Damage
    
    
    3719.2 Inadequacy of drawings and other documents
    
    
    3719.3 Indemnity
    
    
    3719.4 Pollution
    
    
    3719.5 Industrial Relations
    
    
    3820. WORKS, PLANT AND EQUIPMENT AND GOODS
    
    
    3820.1 Contractor to Supply
    
    
    3820.2 Condition and Location
    
    
    3820.3 Standards
    
    
    3820.4 Removal from Site
    
    
    3920.5 Owner of Plant and Equipment
    
    
    3920.6 Works, Plant and Equipment and Temporary Works
    
    
    3920.7 Labelled
    
    
    4020.8 Exclusive use of Companys Supplied Items
    
    
    4020.9 Companys Liability
    
    
    4020.10 Default by Suppliers No Relief
    
    
    4020.11 Inspection
    
    
    4020.12 Inspection Certificates
    
    
    4020.13 Maintenance Records
    
    
    4120.14 Mobile Plant
    
    
    4121. GOODS
    
    
    4121.1 Handling and Storage
    
    
    4121.2 Delivery to Site
    
    
    4121.3 New Goods
    
    
    4121.4 Inferior Work
    
    
    4121.5 Unused Goods
    
    
    4221.6 Co-operation with other Contractors
    
    
    4221.7 Supply of Goods by Company
    
    
    4221.8 Removal from Storage
    
    
    4221.9 Contractors Responsibility
    
    
    4221.10 Loss or Damage
    
    
    43




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22. INDUSTRIAL RELATIONS
    
    
    4322.1 Contractor Responsible for Industrial Relations
    
    
    4322.2 Labour Reports
    
    
    4322.3 Control of Contract Personnel
    
    
    4422.4 Access to Site
    
    
    4522.5 Vehicle Access
    
    
    4522.6 Content of Induction Programme
    
    
    4522.7 Operations at Site
    
    
    4622.8 Privacy Act 1988
    
    
    4623. SAFETY
    
    
    4623.1 Safe working practices
    
    
    4623.2 Compliance with Directions Concerning Applicable Laws
    
    
    4723.3 Access
    
    
    4723.4 First Aid
    
    
    4823.5 Emergency Response Plan
    
    
    4823.6 Incident reports
    
    
    4823.7 Details
    
    
    4923.8 Companys inspection
    
    
    4924. ENVIRONMENTAL PROTECTION
    
    
    4924.1 Preservation of flora and fauna
    
    
    4924.2 Compliance
    
    
    5024.3 Heritage
    
    
    5124.4 Rehabilitation of Disturbed Ground
    
    
    5124.5 Community Relations
    
    
    5225. TESTS
    
    
    5225.1 Contractors Tests
    
    
    5225.2 Companys Tests
    
    
    5225.3 Cost of Tests
    
    
    5225.4 Notice of Test
    
    
    5225.5 Delays
    
    
    5325.6 Repeat of Test
    
    
    5325.7 Rectification work
    
    
    5325.8 Failure to carry out Tests
    
    
    5326. SUPERVISION AND INSPECTION
    
    
    5326.1 Companys authority
    
    
    5326.2 Access by Company
    
    
    5326.3 Re-performance
    
    
    5426.4 Inspection
    
    
    5426.5 Contractors Assistance
    
    
    5426.6 Contractors responsibility
    
    
    5427. VARIATIONS
    
    
    5427.1 Circumstances
    
    
    5427.2 Continuation of the Works
    
    
    5527.3 Not Used
    
    
    5527.4 Variation Procedure
    
    
    5528. NOT USED
    
    
    55




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29. PRACTICAL COMPLETION
    
    
    5529.1 Certificate of Practical Completion
    
    
    5529.2 Companys rights on Practical Completion
    
    
    5629.3 Contractors rights on Practical Completion
    
    
    5630. FINAL COMPLETION
    
    
    5630.1 Time
    
    
    5630.2 Notification
    
    
    5630.3 Final payment claim
    
    
    5730.4 Certificate of Final Completion
    
    
    5831. EFFECT OF CERTIFICATE
    
    
    5831.1 Certificate of Final Completion
    
    
    5832. GUARANTEE AND MAINTENANCE
    
    
    5832.1 Guarantees
    
    
    5832.2 Remedial work
    
    
    5832.3 Notification
    
    
    5832.4 Further Tests
    
    
    5932.5 Failure to remedy
    
    
    5932.6 Additional Remedies
    
    
    5932.7 Trade warranties
    
    
    5932.8 Failure to Perform Remedial Work
    
    
    5932.9 Exchange of Release Certificates
    
    
    5933. SUSPENSION OF WORK
    
    
    6033.1 Notice
    
    
    6033.2 Compensation
    
    
    6033.3 Recommencement
    
    
    6034. INDEPENDENT CONTRACTOR
    
    
    6034.1 Status
    
    
    6034.2 Best Practice
    
    
    6034.3 Local Labour and Services
    
    
    6035. DEFAULT BY CONTRACTOR
    
    
    6135.1 Events
    
    
    6135.2 Notice
    
    
    6135.3 Failure to remedy
    
    
    6135.4 Termination of Contract
    
    
    6235.5 Costs of Works
    
    
    6335.6 Companys other rights
    
    
    6336. INSOLVENCY OF CONTRACTOR
    
    
    6336.1 Notification
    
    
    6336.2 Companys rights
    
    
    6336.3 Exercise of option
    
    
    6437. COMPANYS DEFAULT
    
    
    6437.1 Contractors rights
    
    
    6437.2 Limitation of damages
    
    
    64




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38. NOT USED
    
    
    6439. CONFIDENTIALITY
    
    
    6439.1 Confidentiality
    
    
    6439.2 Use of Information
    
    
    6539.3 Return of Information
    
    
    6539.4 Other parties
    
    
    6539.5 Publicity
    
    
    6639.6 Photography and signs
    
    
    6640. ASSIGNMENT
    
    
    6640.1 Approval by Company
    
    
    6640.2 Contractors Responsibility
    
    
    6641. DISPUTE RESOLUTION
    
    
    6741.1 Settlement of Disputes
    
    
    6741.2 Senior Representatives Meeting
    
    
    6741.3 Reference to Court
    
    
    6742. NOTICES
    
    
    6742.1 Writing
    
    
    6742.2 Means of service
    
    
    6742.3 Effective service
    
    
    6742.4 Alteration of Addresses
    
    
    6843. PLANS
    
    
    6843.1 Plan Submission
    
    
    6843.2 Compliance with Plans
    
    
    6843.3 Companys Directions
    
    
    6843.4 Revision on direction by Company
    
    
    6843.5 Non-Conformance
    
    
    6843.6 Failure to comply with Plans
    
    
    6943.7 Effect of Approval
    
    
    6943.8 Review of Plans to ensure continuous improvement
    
    
    6944. TAXATION
    
    
    7044.1 Supply of Information
    
    
    7044.2 Liability
    
    
    7044.3 Tax Exemptions
    
    
    7044.4 Withholding Tax
    
    
    7144.5 Indemnity
    
    
    7144.6 GST
    
    
    71




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1.
    
    DEFINITIONS AND INTERPRETATION1.1
    
    DefinitionsIn these General Conditions and elsewhere in the Contract unless a contrary intention
appears:Applicable Standardmeans a design or work standard applicable to the carrying out of
the Works as specified in the Scope of Work or the Specifications.Applicable Lawmeans the laws, regulations, subordinate legislation, directions or
notices issued by any statutory authority, in each case whether Commonwealth or State,
having jurisdiction or applying in Victoria, Australia from time to time;Bankers Undertakingmeans an unconditional irrevocable undertaking in a form approved
by the Company."Certificate of Final Completionmeans the certificate issued by the Company pursuant to
clause 30.4.Certificate of Practical Completionmeans a certificate of practical completion issued
in accordance with clause 29.1.Claim Periodhas the meaning as defined in clause 14.1.Commencement Datemeans the date upon which the Works are to commence as provided in
the Contract Programme.Communicationbears its normal meaning and includes any notice, invoice, certificate,
approval, appointment of representative, report, authorisation, claim or any other
communication made or issued pursuant to a provision of the Contract.Companymeans the company identified in the Form of Agreement as the Company and
includes its successors and assigns.Company Supplied Plant and Equipmentmeans any plant and equipment supplied to the
Contractor by the Company for the carrying out of the Works.Company Supplied Goodsmeans any goods supplied to the Contractor by the Company for
the carrying out of the Works.Companys Representativemeans the person for the time being appointed in writing by
the Company to act for and on behalf of the Company and as directed by the Company in the
administration of the Contract and if no such person has been appointed it shall mean the
Company.Completion Datemeans the Date of Practical Completion.Contractmeans the agreement evidenced and constituted by the Form of Agreement and the
other documents specified in clause 5.1.
 8




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Contract Periodmeans the period commencing on the Date of this Contract and concluding
on the date on which the Company issues the Certificate of Final Completion.Contract Personnelmeans any personnel engaged by the Contractor, including its agents,
consultants, invitees, Sub-Contractors and any employee, agent, consultant or invitee of
any Sub-Contractor, in performing the Works and its other obligations under the Contract.Contract Pricemeans the aggregate of all sums payable to the Contractor in respect of
the Works under the Contract.Contract Programmemeans the programme for the performance of the Works as included in
the Schedules and as amended from time to time in accordance with the Contract.Contract Valuemeans the monies payable by the Company to the Contractor for the
carrying out of the Works calculated in accordance with the Schedule of Rates.Contractormeans the person so identified in the Form of Agreement and includes its
successors and permitted assigns and, where it is not inconsistent with the context, also
includes its employees, agents, consultants and invitees.Contractors Major Plant and Equipmentmeans the major items of plant and equipment to
be supplied by the Contractor and to be mobilised to Site as described in the
Contractors Resource Schedule as varied and amended from time to time in accordance with
this Contract;Contractors Representativemeans the person appointed pursuant to clause 9.3.Contractors Major Plant & Equipment Schedulemeans the schedule of the Contractors
Major Plant and Equipment forming part of the Schedules as varied and amended from time
to time in accordance with this Contract.Contractors Personnel Schedulemeans the schedule of the Contract Personnel to be
mobilised to Site forming part of the Schedules as varied and amended from time to time
in accordance with this Contract.Costmeans expenditure reasonably and necessarily incurred or to be incurred by the
Contractor, whether on or off the Site, including overhead and similar charges but does
not include profit.Date For Final Completionmeans the date on which the Contractor is to bring the Works
to Final Completion as specified in clause 30.1.Date of Final Completionmeans the date on which the Company issues the Certificate of
Final Completion.Date of Practical Completionmeans the date on which the Company issues the Certificate
of Practical Completion.
 9




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"Date of this Contractmeans the date upon which the last party executes the Form of
Agreement.Datum Pointincludes any survey peg, bench mark, reference mark, signal, alignment,
level mark or other mark used or intended to be used for the purpose of setting out or
measuring the Works.Drawingsmeans the drawings identified as such and forming part of the Schedules and
any modification of such drawings notified to the Contractor by the Company and includes
any other drawings or revisions from time to time the use of which is directed or
approved in writing by the Company for the purposes of the Contract.Environmental Management Planmeans the environmental management plan, if any, to be
developed by the Contractor as part of the Works.Estimated Contract Pricemeans the sum specified as such in the Schedule.Final Completionmeans that stage in the performance of the Works when:
 (a)
    
    the Works have been completed to the satisfaction of the Company, in
accordance with the Contract;(b)
    
    copies of documents referred to in clause 11.4 have been delivered to
the Companys Representative;(c)
    
    all relevant engineering, survey, quality assurance, health, safety
and environmental documents and data have been delivered to the Company;(d)
    
    all Drawings have been delivered to the Company in accordance with
clause 4.1;(e)
    
    all Tests which the Contractor is required to perform have been
carried out, passed and Test results have been submitted in each case in
accordance with clause 25;(f)
    
    all matters, omissions and defects specified in any notice provided
pursuant to clauses 30.3.3 and 30.3.6 have been completed or made good;(g)
    
    the Contractor has complied with the rehabilitation requirements of
the Contract where disturbance has occurred to topsoil, vegetation or fauna;(h)
    
    all Plant and Equipment and unused Goods required to be demobilised
and removed from Site have been removed in accordance with the Companys
directions and the Site is in a clean and tidy condition fit for immediate use and
occupation.
 10




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##### 



Force Majeuremeans:
 (a)
    
    war, whether declared or not, revolution or act of public enemies;(b)
    
    riot or civil commotion;(c)
    
    any national or area wide:
 (i)
    
    strike;(ii)
    
    lockout or stoppage;(iii)
    
    work ban;(iv)
    
    restraint of labour;(v)
    
    go-slow; or(vi)
    
    other national or state wide industrial dispute
 which results in a stoppage to the carrying out of the Works for more than 7 consecutive
days and is not caused, directly or indirectly, by any action of the Contractor, whether
on the Site or elsewhere;
 (d)
    
    act of God(e)
    
    fire, flood, storm, tempest, earthquake, volcanic eruptions and
washaway; or(f)
    
    any other cause not reasonably within the control of the affected
party.
 Form of Agreementmeans the formal executed instrument of agreement which has attached
to it these General Conditions and all other Sections containing all other documents
comprising the Contract.General Conditionsmeans these General Conditions of Contract contained as Section 2 of
the Contract.Goodsmeans any goods, materials, supplies, equipment, fuel and other things used or
consumed by the Contractor in performing the Works or to be incorporated in or which
become part of the Works but does not include the Contractors Plant and Equipment.Indemniteesmeans the Company and its officers, agents and employees.Half-Yearmeans the 6 month period commencing on 1 July or 1 January in any year during
the Term.Human Resources Management Policymeans the human resources management policy, if any,
to be developed by the Contractor as part of the Works.
 11




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Induction Programmemeans the induction programme for Contract Personnel prepared by
the Contractor and approved by the Company pursuant to clause 22.6.Informationmeans the information referred to in clause 39Latent Conditionmeans any physical condition encountered below the ground which
differs materially from the physical condition the Contractor could have reasonably
anticipated at or prior to the Date of this Contract after consideration of:
 (a)
    
    all information provided by the Company to the Contractor;(b)
    
    the enquiries a competent contractor experienced in providing the
Works could have expected to have made at or prior to the Date of this Contract to
assess the risks associated with the provision of the Works including without
limitation, the matters referred to in clauses 3.1 and 3.2; and(c)
    
    an inspection of the Site and its surroundings prior to the Date of
this Contract;
 but does not include any variation found anywhere across the Site in the grade of ore or
the location of waste and ore.Maintenance Planmeans the maintenance plan, if any, to be developed by the Contractor
as part of the Works.Mine Management Planmeans the mine management plan, if any, to be developed by the
Contractor as part of the Works.Plansmeans each of the Environmental Management Plan, Human Resources Management
Policy, Maintenance Plan, Mine Management Plan, QA Plan and Safety Plan.Plant and Equipmentmeans the Contractors Major Plant and Equipment and any other
appliances, equipment, machinery, materials, plant, temporary and transportable
buildings, tools, sheds, supplies and other things (including scaffolding when not in
use) used for or in connection with the performance of the Works or the Temporary Works,
including the Company Supplied Plant and Equipment, but does not include Goods.Practical Completionmeans that stage in the carrying out and completion of the Works
when:
 (a)
    
    the Works are completed except for any defects or omissions which the
Company believes will not interfere with the future operation of the mine or the
Works;(b)
    
    those Tests which are required by the Contractor to be carried out and
passed before the Works reach Practical Completion have been carried out and passed;
and
 12




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(c)
    
    documents and other information required under the Contract which, in the
Companys opinion, are essential for the use, operation and maintenance of the Works
have been supplied;
 Production Ratemeans the rate or rates at which the Contractor is to mine ore and
associated waste rock as varied from time to time in accordance with the Contract.Production Yearmeans a calendar year commencing on the Commencement Date and ending 12
months thereafter or each 12 month period thereafter, as the case may be.Progress Claimmeans a claim made by the Contractor pursuant to clause 14.1.Progress Payment Certificatehas the meaning given to that term in clause 14.2.1(b).Projectmeans the project as defined in the Form of Agreement.QA Planmeans the quality assurance plan, if any, to be developed by the Contractor as
part of the Works.QA Plan Representativemeans the person appointed to act for and on behalf of the
Contractor in the establishment, implementation and maintenance of the QA Plan.Quality Managementmeans all activities of the overall management function that
determine objectives, responsibilities and the intentions and directions of the
Contractor with regard to its ability to satisfy the Companys requirements and implement
and maintain those objectives, responsibilities and requirements within the Quality
System by means including quality planning, quality control, quality assurance and
quality improvement.Quality Systemmeans the organisational structure, procedures, processes and resources
necessary to establish, implement and maintain Quality Management and comply with the
requirements of the specified system and any requirements directed by the Company.Quartermeans a continuous period of 3 calendar months.Rightsmeans any patent, design, trademark, name, copyright or other protected right.Safety Management Systemmeans the organisational structure, procedures, processes and
resources necessary to establish, implement and maintain a working environment in which
Contract Personnel so far as is practicable are not exposed to anything that may result
in injury to the person or harm to the health of the person and which complies with all
Laws and Australian Standards.Safety Planmeans the safety plan, if any, to be developed by the Contractor as part of
the Works.
 13




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##### 



Schedule of Ratesmeans the rates and prices set out in the Schedules.Schedulesmeans the schedules contained in Section 3 of the Contract.Scope of Workmeans the document entitled Scope of Work contained in Section 4 of the
Contract which describes expressly or by necessary implication the scope of the work
which may be required to be carried out pursuant to this Contract.Sitemeans areas designated in the Contract for the performance of the Works.Special Conditionsmeans the Special Conditions of the Contract, if any, contained as
Section 1 of the Contract.Sub-Contractormeans any person engaged by the Contractor to perform any part of the
Works on behalf of the Contractor and includes, where it is not inconsistent with the
context, each of their employees, agents, consultants and invitees.Temporary Worksmeans work of a non permanent nature to be performed on the Site in
order to enable the Works to be performed but does not include Plant and Equipment or
Goods.Termmeans the period commencing on the Commencement Date and ending on the Date of
Final Completion unless terminated earlier pursuant to the terms of this Contract.Testincludes any test prescribed by the Contract or otherwise necessary or desirable
in order to ensure that the Works comply with the Contract and have been properly
performed and includes examining, measuring quantities, taking samples and specimens,
their transportation to the place where they are to be tested, preparation of materials
and work for testing and the compilation of, and preparation of a report on, the test
results.Variationmeans any change to the Works or other matter referred to in clause 27.1.1 or
other matter which, pursuant to the Contract, a Variation Adjustment may be claimed
pursuant to clause 27.4.Variation Adjustmenthas the meaning as defined in clause 27.4;Worksmeans the whole of the work to be performed by the Contractor pursuant to and in
accordance with the Contract including, without limitation, the work described in the
Scope of Work and any variations authorised in accordance with the Contract;1.2
    
    Other definitionsOther words and phrases may be defined elsewhere in the Contract.
 14




---



##### 



1.3
    
    Other Parts of ContractReferences to a clause in any section or part of the Contract is a reference to a clause
in that same section or part except where the clause reference is preceded by one of the
following terms which shall be a reference to the section or part of the Contract as
follows:GCis a reference to the General Conditions;SCis a reference to the Special Conditions.1.4
    
    Interpretation
 1.4.1.
    
    Clause and sub-clause headings shall not be used in the interpretation or construction of
the Contract.1.4.2.
    
    Words in the singular include the plural and vice versa and words importing any gender
include any other gender.1.4.3.
    
    All measurements used in the Contract are in metric units unless the context requires
otherwise.1.4.4.
    
    Reference to perform includes execute, provide, supply, erect, do, rectify and complete
and performance has a corresponding meaning.1.4.5.
    
    Reference to a person includes a firm, body corporate or unincorporated and a government
instrumentality as well as a natural person.1.4.6.
    
    Reference to a day means a calendar day.1.4.7.
    
    Reference to a month means a calendar month.1.4.8.
    
    Reference to a week means 7 consecutive days.1.4.9.
    
    Reference to a quarter means a period of 3 consecutive months commencing on any day
which, unless otherwise specified in the Contract, need not be at the end or beginning of a
month.1.4.10.
    
    Reference to an Applicable Law, document or other instrument includes all amendments,
consolidations, re-enactments or replacements of it.1.4.11.
    
    The term include does not imply any limitation.1.4.12.
    
    References to currency are a reference to the currency of Australia unless otherwise
indicated.
 2.
    
    CONSTRUCTION AND WAIVER2.1
    
    Entire agreementThe Contract as amended from time to time in accordance with these General Conditions
contains the entire final and concluded agreement between the parties relating to the
performance of the Works under the Contract. The Contract supersedes all prior
arrangements whether written or oral and any
 15




---



##### 



letters of intent, tenders, representations and other documents in relation to the Works
or its performance issued or entered into prior to the Date of this Contract.2.2
    
    SeveranceIf any provision in the Contract is voidable or unenforceable or would render the
Contract void, voidable or unenforceable that provision shall be severable. The Contract
shall be read and construed and take effect for all purposes as if that provision were
not included in it.2.3
    
    InterpretationSubject to clause 5.1, all of the documents forming part of the Contract will be read and
construed as one instrument.2.4
    
    DimensionsWhere any discrepancy exists in the Contract between figured and scaled dimensions, the
figured dimensions shall prevail.2.5
    
    Non-waiverWaiver or relaxation partly or wholly of any of the terms of the Contract shall be
effective only if in writing and signed by the relevant party. Any waiver or relaxation
shall apply only to a particular occasion unless expressed to be continuing. It shall
not constitute a waiver or relaxation of any other term of the Contract.3.
    
    CONTRACTORS INVESTIGATIONS3.1
    
    Site InspectionExcept as may be otherwise provided in the Special Conditions, the Contractor
acknowledges that prior to the Date of this Contract:
 (a)
    
    the Company has provided it with every opportunity for inspecting and
testing the Site and its immediate surroundings;(b)
    
    the Company has provided it with copies of, or access to, all
information held by the Company relating to the Site and the performance of the
Works including, without limitation, the following information in relation to the
Site:
 (i)
    
    hydrological and meteorological information;(ii)
    
    hydro-geological information;(iii)
    
    geotechnical information;(iv)
    
    geological information; and(v)
    
    contractor facilities;
 
 16




---



##### 



(c)
    
    it has thoroughly investigated and satisfied itself as to all local
and other conditions affecting the performance of the Works, including:
 (i)
    
    the availability of labour and industrial
relations;(ii)
    
    fuel supply;(iii)
    
    transport availability and access to the Site;
 (d)
    
    it has inspected the Site and the ore and waste material types
expected to be encountered in carrying out the Works, including the inspection of
drill cores, and has fully informed itself as to the sub-surface conditions, the
facilities at or near the Site and the nature and character of all plant and
equipment and goods necessary for the performance of the Works.
 3.2
    
    Not Used3.3
    
    Contractors AcknowledgmentsThe Contractor acknowledges that:
 (a)
    
    it has carefully and fully examined all the documents which form part
of the Contract and any other information made available by the Company to the
Contractor;(b)
    
    it has drawn conclusions from the information provided to it and from
the inspections carried out by it, as would be drawn by a reasonable and competent
mining contractor;(c)
    
    it has examined all the company provided information which is
relevant to the risks, contingencies and other circumstances which could affect
its performance of the Works and which is obtainable by the making of reasonable
enquiries;(d)
    
    it has satisfied itself as to the correctness and sufficiency of the
Schedule of Rates and that the rates and prices stated therein cover the costs of
performing all of its obligations under the Contract and all matters and things
necessary for the due and proper performance and completion of the Works; and(e)
    
    its entry into the Contract is based solely on its own investigations
and determinations.
 The Contractor accepts full responsibility for any use which it has made of information
provided to it, including any conclusions which it has drawn from the information and
undertakes that if it finds any errors, omissions or inconsistencies in the documentation
and information provided by the Company, the Contractor shall notify the Company
immediately.
 17




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##### 



3.4
    
    Contractors Liability to PerformThe Contractors failure to attend to all or any of the matters which it is required to
do or is deemed to have done under this clause 3 will not relieve the Contractor from its
liability to perform the Contract and shall not justify any claim for a Variation
pursuant to either clause 27.3.5
    
    Latent Conditions
 3.5.1.
    
    Upon becoming aware of any Latent Condition or other event, the Contractor shall
immediately notify the Company in writing of the existence of the Latent Condition or other
event. In the case of a Latent Condition, the Contractor shall not materially disturb any
of the physical conditions associated with the Latent Condition until the Company has
inspected the physical conditions.3.5.2.
    
    The Contractor shall submit to the Company as soon as possible after the notification of
the Latent Condition, full details of the Latent Condition including:
 (a)
    
    a description of the Latent Condition and in what respect it differs
materially from the physical condition which was expected by the Contractor;(b)
    
    an estimate of the effect, if any, on the Contract Programme; and(c)
    
    any other information which the Company requires in connection with
the Latent Condition.
 3.5.3.
    
    Should the Latent Condition delay the Contractor, the Contractor may submit a claim for a
variation to the Contract Programme provided that:
 (a)
    
    the claim is made in accordance with clause 27;(b)
    
    the Contractor has not materially disturbed any of the physical
conditions associated with the Latent Condition except where such disturbance is
required to protect the safety of personnel or to protect the future conduct of
the Works.
 3.5.4.
    
    Should the Contractor carry out additional work, use additional Plant and Equipment or
incur additional cost as a direct and necessary result of the Latent Condition, the
Contractor shall be entitled to be paid for any resulting increase in Cost which shall be
claimed and valued under clause 27.4 and shall be subject to the compliance by the
Contractor with the procedures set out in clause 27.4 as if the Latent Condition were a
variation directed by the Company. The Contractor is not entitled to recover any costs
incurred prior to 14 days before the date of the notice given pursuant to clause 3.5.1.
 18




---



##### 



4.
    
    DRAWINGS4.1
    
    ProprietorshipUnless otherwise provided in the Contract, all Drawings, specifications and all patterns
made from any of them are and shall remain the property of the Company. The Contractor
must not use them other than in relation to and in accordance with the Contract and may
not. The Contractor must on or prior to the Date of Practical Completion deliver all
such documents, together with any copies it may have made, in good order and condition to
the Company if requested by the Company.4.2
    
    AmendmentsThe Company may make amendments, alterations, additions and modifications to the
Drawings. The Contractor must comply with such amendments, alterations, additions, and
modifications as if there had been a direction under clause 27.1. The Contractor shall
be entitled to be paid for any resulting increase in Cost which shall be claimed and
valued under clause 27.4 and shall be subject to the compliance by the Contractor with
the procedures set out in clause 27.4.4.3
    
    Alterations by ContractorThe Contractor shall be responsible, at its own expense, for all alterations to the Works
due to any discrepancies, mistakes or omissions in or from Drawings supplied by the
Contractor and other information supplied by the Contractor, whether or not such Drawings
or information have been approved by the Company.4.4
    
    Site ChangesIf changes to Drawings are required at the Site to incorporate design changes requested
by the Contractor, or any other changes requested by the Contractor, the Contractor shall
at prepare and submit revised drawings, detailing the changes, to the Company for
approval prior to implementation of the changes unless otherwise agreed to by the
Company.4.5
    
    Performance of WorksThe Contractor must perform the Works and ensure that all Contract Personnel perform the
Works in accordance with the Drawings.5.
    
    DISCREPANCIES AND ITEMS NOT EXPRESSED5.1
    
    Order of PrecedenceThe Scope of Work, Schedules, Specifications, Form of Agreement, General Conditions,
Special Conditions and other documents which comprise the Contract shall be taken as
mutually explanatory and anything contained in one but not in another shall be equally
binding as if contained in all. Should there be any inconsistency or ambiguity between
the terms of any of the documents forming part of the Contract, the term contained in the
document with a higher
 19




---



##### 



order of precedence as set out in this clause shall take precedence over the other term
or terms contained in a document with a lower order of precedence. The order of
precedence of the documents making up the Contract from highest priority to lowest is:
 (a)      Form of Agreement;(b)     Section 3 (Part)
    
    Schedules A, B, D, E & F;(c)     Section 1
    
    Special Conditions;(d)     Section 2
    
    General Conditions;(e)     Section 4
    
    Scope of Work;(f)     Section 5
    
    Specifications;(g)     Section 3 (Part)
    
    Schedules except Schedules A, B, D, E & F
 5.2
    
    Not Used5.3
    
    Changes to DimensionsThe Scope of Work, Specifications and Drawings represent generally the forms, dimensions
and description of the Works. The Contractor shall be deemed to have allowed in the
rates and prices set out in the Schedule of Rates for minor changes required to be made
to the Specifications or Drawings caused by normal variations in the materials and
conditions encountered below the ground. Any such changes shall be directed by the
Companys Representative.5.4
    
    Contractor to advise Companys RepresentativeIf the Contractor finds any discrepancy between the Scope of Work, Specifications,
Drawings and other documents comprising the Contract or any mistake or omission or any
conflict with any Applicable Law, it must immediately refer the same to the Company for
decision. The Companys decision is a direction under clause 27.1 and shall be binding
on the parties without prejudice to clauses 4.4 and 4.5.5.5
    
    Contractors ResponsibilitiesThe Companys review or approval of any Drawings prepared or caused to be prepared by the
Contractor shall not relieve the Contractor from full responsibility for mistakes or
omissions and any discrepancy in or deviation from the Scope of Work, Specifications or
Drawings. Without limitation, the Company shall not be liable to make any payment for
any work or excavations made by the Contractor beyond the tolerances allowed in the
Specifications or as shown on the Drawings, unless the over break is due to ground
conditions beyond the control of the Contractor.
 20




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##### 



6.
    
    ACCESS AND POSSESSION OF THE SITE6.1
    
    Pre-conditionsThe Contractor shall not have access to or possession of the Site unless and until:
 (a)
    
    it satisfies the Company that all insurance to be effected by the
Contractor pursuant to clause 18 is in place;(b)
    
    it notifies the Company in writing of the name and address of the
owner or encumbrancer of any Plant and Equipment used in performing the Works at
the Site; and(c)
    
    the Company has received and approved the Human Resources Management
Policy pursuant to clause 22.1.3 and the Induction Programme.
 6.2
    
    Date of Access and PossessionThe Company shall, unless otherwise specified in the Contract, on the date on which the
Contractor complies with clause 6.1 or within 4 weeks of the Date of this Contract,
whichever date is the later, give the Contractor such possession, and such use and
control of sufficient of the Site as is necessary to enable the Contractor to perform the
Works.6.3
    
    Commencement of Works on SiteThe Contractor shall, upon receipt of possession of the Site, or part of the Site,
immediately commence the Works. If partial possession of the Site has been granted, the
Company shall from time to time grant further possession of areas of the Site to enable
the Contractor to perform the Works in accordance with the Contract.6.4
    
    Non-exclusive PossessionPossession of the Site shall confer on the Contractor only a contractual right to use the
Site to the extent necessary to enable it to perform the Works. It shall confer no
proprietary interest or licence in or to the Site and is subject to the right of the
Company, the Companys Representative, any other person authorised in writing by the
Companys Representative and any person authorised under the Act at any time to have free
and unlimited access to any part of the Site on which the Contractor is performing the
Works. The Contractor must co-operate with and permit performance of work by other
contractors and workers and must not in any way impede the performance of their work
simultaneously with its own.6.5
    
    Delay in AccessIf the Contractor has mobilised its Plant and Equipment to Site and, through no fault of
its own, the Contractor thereafter suffers a delay through interference by the Company or
other contractors or workmen on the Site, the Contractor may, in accordance with clause
27.4, claim for the Costs directly incurred in
 21




---



##### 



relation to such interference as a variation to the Contract, or claim a variation to the
Contract Programme. Such interference shall be deemed not to constitute a breach of
contract.6.6
    
    Co-ordination with Other Contractors
 6.6.1.
    
    The Contractor must co-ordinate its work with that of other contractors and any work
performed by the Company at or in the vicinity of the area in which the Contractor is
carrying out the Works.6.6.2.
    
    In the event of any dispute or conflict between the Company and the Contractor with
respect to right of way or priority of access in or around the Site, the Company and its
personnel with their vehicles and equipment shall at all times have priority.6.6.3.
    
    Where contractors other than the Contractor are also working at the Site, the Contractor
(by its Representative) shall if required by the Company attend a daily production and
co-ordination meeting with the senior representative of the other contractors. This
meeting shall be a forum for the co-ordination of the activities of all contractors. If
any difference arises between the Contractor and any other contractor regarding the
scheduling of their respective activities, then the Contractor will refer the matter to the
Companys Representative for his direction.
 6.7
    
    Use by Company and OthersThe Company and other contractors of the Company shall have the right to use, without
charge and provided they do not materially interfere with the performance of the Works,
any Temporary Works which have been constructed for the purposes of the Contract.6.8
    
    Shut Downs
 6.8.1.
    
    The Contractor must consult with the Companys Representative and obtain 14 days prior
approval for any action likely to interfere with the Companys operations at the Site.6.8.2.
    
    The Company shall give the Contractor reasonable notice, where practicable, of any shut
down times or isolated plant outages where these are likely to interfere with the carrying
out of the Works.
 7.
    
    SET OUT7.1
    
    Surveying
 7.1.1.
    
    The Company will provide all initial reference Datum Points for the Works, including:
 (a)
    
    portal;(b)
    
    decline face at the Commencement Date;(c)
    
    process water dams; and
 22




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(d)
    
    all other facilities necessary for the Contractor to commence the
Works.
 7.1.2.
    
    The Company will carry out all surveying necessary for the Works including the
installation of back or wall datum points, lasers installation, etc.
 7.2
    
    Correct Setting Out
 7.2.1.
    
    Subject to clause 7.1, the Contractor is responsible for the correct setting out of the
Works and must provide all necessary equipment and materials for so doing.7.2.2.
    
    The Contractor shall preserve and maintain all Datum Points in their correct positions.
If any Datum Point is disturbed or obliterated, the Contractor shall immediately notify the
Company.7.2.3.
    
    The Contractor, at its own expense, must remedy any error which arises from the
inaccurate setting out of the Works. The Company shall have the right to check the
Contractors setting out but neither its doing so nor its failure to do so will absolve the
Contractor from its responsibility for correct setting out.
 8.
    
    CONTRACTORS RESPONSIBILITIES FOR THE SITE, PLANT AND EQUIPMENT8.1
    
    Contractors Responsibilities for SiteThe Contractor shall be responsible for the day to day care and maintenance of the Site,
the Works, Goods, Plant and Equipment and Temporary Works and all property on the Site
including that supplied by the Company for use in connection with the performance of the
Works except for:
 (a)
    
    any loss or damage caused by the Company or any third party not being
a Sub-Contractor; or(b)
    
    damage or loss which is, by its nature, not reasonably included in a
maintenance programme applicable to the Works, Goods, Plant and Equipment or
Temporary Works.
 8.2
    
    Partially Complete WorkThe Contractor must not leave any Works or partly completed Works in an unsafe condition
or in a condition which might cause damage to other work, plant, machinery or equipment.
The Contractor shall continue the relevant Works or partly completed Works until it is at
a safe stage and must comply with all directions of the Company in that regard, although
such directions will not relieve the Contractor from responsibility for such Works.8.3
    
    Work in ProgressThe Contractor is responsible for the protection of any existing work, work in progress,
plant, goods or property of the Company or others which may be
 23




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##### 



liable to suffer damage directly or indirectly from the performance of the Works or the
performance of any other obligations of the Contractor under the Contract. The
Contractor must make good any damage to such work at its own expense.8.4
    
    Emergency Work
 8.4.1.
    
    If at any time during the Contract Period the Company considers any remedial, repair or
other work is urgently required to be carried out in relation to the Works or in relation
to any part of the Site upon which the Works are being carried out to prevent loss of, or
damage to:
 (a)
    
    the Works or any part of the Works;(b)
    
    any property whatsoever;(c)
    
    prevent disruption to the whole or any part of the Companys
operations; or(d)
    
    prevent personal injury to or death of any person;
 then the Company may either carry out those works itself or through other contractors or
direct the Contractor to carry out those works and the Contractor must carry out those
works immediately.
 8.4.2.
    
    If the Company elects to carry out emergency works and the Company reasonably determines
that the Contractor would have been liable to take the action pursuant to its obligations
under the Contract then any reasonable costs incurred by the Company in carrying out those
works shall become a debt due to the Company under clause 17.1.
 8.5
    
    UtilitiesThe Contractor must take care to protect from damage any overhead utility lines,
underground pipes, conduits or cables on or in the vicinity of the Site. In the event of
damage occurring by the Contractor, the Contractor must report such damage to the Company
immediately and thereafter, to the extent such damage is not caused by the negligence of
the Company, take all necessary steps to rectify the same at the Companys direction and
at the Contractors expense, unless the Company in its sole discretion directs others to
rectify the same in which case the costs of rectification shall be shall become a debt
due to the Company under clause 17.1.8.6
    
    Rubbish, water and excavated materials
 8.6.1.
    
    The Contractor must keep the Site clean and tidy to the satisfaction of the Company while
performing the Works.8.6.2.
    
    The Contractor shall dispose of:
 (a)
    
    all rubbish, water, waste and unused Goods at an area off the Site as
approved by the Company; and
 24




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(b)
    
    all excavated materials and waste water at disposal areas as directed
by the Company.
 8.7
    
    Fire RiskThe Contractor shall co-operate with the Company and all fire fighting agencies in the
prevention and suppression of fires and shall comply with the Companys fire protection
standards (if any) as directed by the Company from time to time.8.8
    
    Off-Site ResponsibilityThe Contractor shall be responsible for ensuring that, in carrying out the Works:
 (a)
    
    it takes all necessary precautions and actions to ensure it does not
cause any damage to any property adjacent to or near the Site or to any person on
or near the Site;(b)
    
    its activities do not interfere with the activities or enjoyment of
any property adjacent to or near the Site.
 9.
    
    REPRESENTATIVES AND DIRECTIONS9.1
    
    Companys Representative
 9.1.1.
    
    Unless otherwise stated in the Contract, all directions and approvals on behalf of or by
the Company to the Contractor may only be given by the Companys Representative or his
delegate appointed in accordance with clause 9.2.9.1.2.
    
    Directions or approvals given to the Contractor by any person other than the Companys
Representative or his delegate shall not bind the Company unless ratified by the Company or
the Companys Representative or unless the Company has notified the Contractor that such
person is authorised to give them.9.1.3.
    
    Any direction or approval given by the Companys Representative to the Contractors
Representative will be deemed to have been given to the Contractor by the Company. The
Contractor must comply with such directions.9.1.4.
    
    The Companys Representative shall be required to act honestly and reasonably and in the
interests of the Project.9.1.5.
    
    Compliance with any directions of the Companys Representative will not entitle the
Contractor to any claim for additional compensation or for any increase in the Contract Sum
or for a variation to the Contract Programme except pursuant to a formal variation made
pursuant to clauses 27.4.
 25




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9.2
    
    Company Representatives DelegatesThe Companys Representative may by written notice to the Contractor from time to time
delegate to another person any of his powers, duties, and authorities and the Contractor
shall recognise that person as lawfully exercising the same to the extent they are so
delegated.9.3
    
    Contractors Representative
 9.3.1.
    
    The Contractor shall appoint at least one competent representative who is approved in
advance by the Company to manage the Works at the Site provided that if more than one
Contractors Representative is appointed the Contractor shall ensure that there is no
overlapping area of responsibility or authority.9.3.2.
    
    Before appointing, or varying the appointment, of any person to be a Contractors
Representative the Contractor shall provide the Company with written details of the
proposed area of responsibility and authority or any variation thereto together with the
qualifications and experience of such proposed representative and the Company must either
approve or reject the appointment or variation of the proposed representative within 7 days
of receipt of such details. The Company may only reject any proposed appointment or
variation after being fair and reasonable.9.3.3.
    
    The Company may reasonably require the Contractor to replace the Contractors
Representative by giving the Contractor 14 days notice in writing.9.3.4.
    
    The Contractor will provide the Company with the Contractors Representatives name, home
and work address, and day and night telephone and facsimile numbers and any alterations
thereto.9.3.5.
    
    The Contractor may appoint an alternate to any Contractors Representative to act while
such Contractors Representative is off Site. An alternate Contractors Representative
shall be appointed in the same manner and shall have the same powers and authorities as the
Contractors Representative irrespective of whether the principal Contractors
Representative is off Site at any particular time. Any reference to a Contractors
Representative in this Contract shall include any alternate.9.3.6.
    
    The Contractor shall ensure that the Contractors Representative is available to be
contacted and is on or near the Site at all times while the Works are in progress.9.3.7.
    
    Any Communication given or document signed by the Contractors Representative will be
deemed to have been given or signed by the Contractor and will bind the Contractor.9.3.8.
    
    Matters within the knowledge of the Contractors Representative will be deemed to be
within the knowledge of the Contractor. The Contractor shall be bound by the acts,
omissions and defaults of the Contractors Representative.
 26




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9.3.9.
    
    The Contractors Representative shall be required to act honestly and reasonably and in
the interest of the Project.
 9.4
    
    Consents and Approvals
 9.4.1.
    
    Unless the Contract provides otherwise, where any consent or approval of the Company or
the Companys Representative is required the Contractor must obtain that consent or
approval in writing.9.4.2.
    
    The Company or the Companys Representative may grant any consent or approval under this
Contract either conditionally or unconditionally or refuse it in the discretion of the
Company or the Companys Representative. In exercising its discretion, the Company and the
Companys Representative will act honestly and reasonably.9.4.3.
    
    Any consent or approval by the Company or the Companys Representative does not mean and
is not to be taken to mean that:
 (a)
    
    the Contractor ceases to be responsible for the performance of any
obligation on the part of the Contractor to be performed or observed under the
Contract, the Applicable Law, common law or in equity; or,(b)
    
    the Company is to be or is to become responsible for the performance
of any obligation on the part of the Contractor to be performed or observed under
the Contract, the Applicable Law, common law or in equity; or,(c)
    
    any obligation on the part of the Contractor to be performed or
observed has been performed or observed satisfactorily.
 9.5
    
    Companys DirectionsThe Contractor must perform the Works in accordance with the Contract and any directions
given from time to time by the Company pursuant to the Contract.10.
    
    CONTRACT PROGRAMME10.1
    
    Contract Programme
 10.1.1.
    
    The Contractor must, unless otherwise directed by the Company, comply with and perform
the Works in accordance with the agreed Contract Programme.10.1.2.
    
    The Contractor acknowledges that the Company will rely on the Contractor to perform the
Works in accordance with the Contract Programme, including the mining of ore and waste in
accordance with the Production Rate, in co-ordinating the Works with the Companys
operations and in the carrying on of its business.
 27




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10.2
    
    Behind Programme
 10.2.1.
    
    If at any time the Company considers that the Contractor will not be able to comply with
the Contract Programme the Company may, in addition to and not in substitution for the
other rights of the Company under the Contract, direct the Contractor to supply additional
suitable and sufficient labour (including Sub-Contractors), supervision and Plant and
Equipment to maintain the Production Rate and otherwise comply with the Contract Programme.10.2.2.
    
    The Contractor must promptly comply with any direction from the Company under
clause 10.2.1. The Contractors obligation to supply such additional labour, supervision
and Plant and Equipment will cease only when the Contractor is in compliance with the
Contract Programme.10.2.3.
    
    This clause 10.2 is without limitation to the Contractors right to claim a variation to
the Contract Programme and if any such claim is successful the Contractor shall be entitled
to claim in accordance with clause 27.4 the Costs of the Contractor in complying with the
Companys direction under this clause.
 11.
    
    LAWS11.1
    
    Applicable LawThe Contract shall be governed by the Applicable Law and the parties hereby submit to the
exclusive jurisdiction of the courts of Victoria and to all courts competent to hear
appeals therefrom.11.2
    
    Compliance with Laws
 11.2.1.
    
    In carrying out the Works the Contractor must comply with and ensure that all Contract
Personnel comply with all Applicable Laws.11.2.2.
    
    If any departure from the Contract is necessary to comply with any Applicable Laws, the
Contractor must give the Company notice specifying the proposed departure and the reason
for the departure. The Contractor must not proceed with any departure without prior
written approval from the Company. As soon as practicable after receiving the Contractors
notice, the Company shall give the Contractor such directions as it considers appropriate.
The Contractor must forthwith comply with those directions.11.2.3.
    
    If any change in any Applicable Law occurs after the Date of this Contract and the
change:
 (a)
    
    causes any alteration, amendment, addition or other variation to or
of the Works and could not reasonably have been anticipated or foreseen by the
Contractor ; or(b)
    
    causes any increase in Cost to the Contractor in performing the
Works,
 28




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then the Contractor may request a claim for any resulting increase in Cost in accordance
with clause 27.4.11.3
    
    Permits and LicencesThe Company must at its own expense:
 (a)
    
    obtain all approvals, permits and licences, give all notices and pay
all fees (including any increased or new fees) and deposits required by any
Applicable Laws in connection with the performance of the Works; and(b)
    
    prepare and supply any additional drawings which may be required by
any Applicable Laws.
 For avoidance of doubt, the Contractor is not required to supply permits or licences for
Site water discharge or underground magazines or surface fuel facilities or for the
compressed air receivers or for surface high voltage work.11.4
    
    Copies of ApprovalsOn the expiration of the Term or upon the termination of the Contract or upon demand by
the Company from time to time, the Contractor must provide copies of:
 (a)
    
    any documents in connection with the Works which are issued by, or
evidence the approval of, governmental, public, municipal or other competent
authorities; and(b)
    
    Licences, tickets, certificates and other documents relating to the
carrying out and maintenance of the Works, the Goods, Plant and Equipment and
Temporary Works; and(c)
    
    any other documents in its possession evidencing compliance with this
clause 11.
 12.
    
    INTELLECTUAL PROPERTY RIGHTS12.1
    
    Rights and Contractors Expense
 12.1.1.
    
    The Contractor hereby grants to the Company a royalty free, irrevocable licence:
 (a)
    
    to enjoy the benefit of, and use for the purposes of or in connection
with the Works or the Site all Rights in respect to any material, composition,
process or methods (if any) supplied by the Contractor pursuant to the Contract;(b)
    
    to use any equipment, machinery, material, composition, process or
methods generated by the Contractor pursuant to the Contract; and
 29




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##### 



(c)
    
    to make use and sell any substances, information or other products
produced by or during the performance of the Works, together with the right to
extend such licence to any third party.
 12.2
    
    Copyright
 12.2.1.
    
    The Contractor hereby assigns absolutely to the Company the entire copyright in all
sketches, designs, reports, plans (other than cost plans of the Contractor submitted to the
Company), drawings, specifications and other documents and models prepared by the
Contractor or those for whom the Contractor is responsible in its performance of the Works
(the Designs").12.2.2.
    
    Ownership of the copyright in any Designs created or prepared in its performance of the
Works shall rest absolutely in the Company upon creation. The Contractor must obtain
similar written assignments and acknowledgments of copyright for the benefit of the Company
from any Contract Personnel who perform any part of the Works.
 12.3
    
    Corrective WorkIf the Contractor is prevented from performing the Works or any part thereof as a result
of or in connection with any action, suit, proceeding, claim or demand by any person for
alleged breach of protected Rights for which the Contractor is responsible under the
Contract, the Contractor must notify the Company as soon as possible. The Contractor
must, immediately and at its own expense, take all steps necessary to defend the action
and procure the right to perform the Works or the relevant part. If the Contractor is
unable to procure such rights within such time as the Company directs, the Company may
direct the Contractor, to promptly:
 (a)
    
    modify the Works or the relevant part to avoid infringement of
Rights; or(b)
    
    perform the Works or the relevant part in a manner which does not
infringe Rights; or(c)
    
    delete the Works or the relevant part.
 12.4
    
    Notification of ClaimsThe Company shall immediately notify the Contractor in writing if any claim or demand is
made or any action, suit or proceeding brought or threatened against the Company in
respect of any matter the subject of the indemnity in clause 19.3. If required by the
Company, the Contractor must, at the Contractors expense, conduct any litigation and
negotiations for the settlement of any claim, demand, action, suit or proceeding in
relation to Rights. The Contractor must not make any settlement or consent to any
judgment or order against the Company without the Companys prior written consent.13.
    
    NOT USED
 30




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14.
    
    PAYMENT14.1
    
    Progress PaymentsBy the seventh day of each month during the performance of the Works the Contractor shall
prepare in detail, in a format directed by the Company from time to time, and deliver to
the Company for approval a Progress Claim up to the end of the previous month or such
other period as the Company may nominate from time to time (Claim Period") which claim
shall include full details of:
 (a)
    
    the amounts which the Contractor claims is owing under the Contract
up to the end of the Claim Period;(b)
    
    the basis of the calculation of the amounts claimed, including the
amount claimed under each item of the Schedule of Rates;(c)
    
    the work performed during the Claim Period;(d)
    
    the aggregate of all progress claims made prior to the Claim Period
and the amount claimed by the Contractor to be outstanding in relation to periods
prior to the Claim Period;(e)
    
    any other information required by the Company.
 14.2
    
    Procedure for Approval of Progress Claims
 14.2.1.
    
    Within 14 days of receipt of a Progress Claim the Company shall:
 (a)
    
    make a determination of the value of the Progress Claim; and(b)
    
    issue a certificate (Progress Payment Certificate") to the
Contractor advising it of the approved value of the claim; and(c)
    
    where the approved value is less than the amount claimed by the
Contractor, advise the Contractor of the reasons for the difference following
which the provisions of clause 14.10 shall apply.
 14.3
    
    Calculation of Progress PaymentThe Contractors Progress Claims shall be calculated, and the Contractor shall be paid,
in accordance with the Schedule of Rates.14.4
    
    Payment of Progress ClaimsSubject to clause 44.6, the Company shall make payment of the approved value of a
Progress Claim as stated in a Progress Payment Certificate on or before the date which is
30 days following receipt of the claim provided that if a Progress Claim is delivered to
the Company after the seventh day of any month, it will, for the purposes of this clause
14, be processed and deemed to have been received on the first day of the following
month.
 31




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14.5
    
    Access to Contractors RecordsThe Contractor shall give every assistance to the Company and make available to the
Company at the Site all records, invoices and accounts to enable the Company properly to
check and satisfy itself as to the correctness of any Progress Claim. The Company will
not be required to approve any part of a Progress Claim which it has not been able to
verify by reason of a lack of access to records, invoices or accounts pursuant to this
clause.14.6
    
    PaymentUnless otherwise provided in the Contract, all payments shall be made by direct deposit
to a bank account nominated by the Contractor from time to time.14.7
    
    Not Used14.8
    
    Not Used14.9
    
    Payment on AccountPayment of moneys is not evidence of the value of work or an admission of liability or
evidence that any Works have been performed satisfactorily but shall be a payment on
account only, except as provided by clause 31.1.14.10
    
    Disputed Amounts
 14.10.1.
    
    Any amount claimed in a Progress Claim but not approved in a Progress Payment
Certificate shall not be payable by the Company but shall be the subject of resolution
pursuant to clause 41.14.10.2.
    
    To the extent that any amount included in a Progress Claim and not approved in a
Progress Payment Certificate is found (either by agreement or pursuant to the procedures
set out in clause 41) to have been properly claimed and payable, then the Company shall be
required to pay the amount owing together with interest on that amount from the date it
would otherwise have been payable if included in the Progress Payment Certificate for such
Progress Claim until the date paid. Interest shall be calculated and payable at the
current rate of the National Australia Bank (NAB) Business Mortgage Overdraft per annum.
This clause shall not apply to any amount withheld or not paid pursuant to clause 14.5.
 15.
    
    SUB-CONTRACT15.1
    
    Approved by CompanyThe Contractor must not engage any Sub-Contractor to perform any part of the Works
without the Companys prior approval and must only engage Sub-Contractors who are
careful, skilled, experienced and competent in their relevant disciplines. The
Contractor must demonstrate to the Companys Representative that proposed Sub-Contractors
have such attributes before entering into any agreement in respect of the Works with any
such proposed Sub-Contractor.
 32




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15.2
    
    Payment of Sub-Contractor/Nominated Sub-ContractorIf any Sub-Contractor submits a claim to the Company for moneys alleged to be owing to
the Sub-Contractor by the Contractor in respect of work performed by the Sub-Contractor
on behalf of the Contractor then the Company may in its absolute discretion without being
under any obligation to do so pay the Sub-Contractor the whole or any part of any such
moneys and the Company may deduct an amount equal to the moneys from any moneys due from
time to time to the Contractor. Prior to paying any such Sub-Contractor the Company
shall consult with the Contractor with a view to verifying that such moneys are a debt
due and owing to the Sub-Contractor.15.3
    
    Contractors ResponsibilityApproval by the Company of any Sub-Contractor shall not release the Contractor from any
of its obligations under the Contract. The Contractor shall at all times remain fully
responsible to the Company for the performance or non-performance and for the acts and
omissions of any Sub-Contractor.15.4
    
    Conditions of Sub-ContractThe Contractor shall ensure that any sub-contract will require the Sub-Contractor to
comply with the terms and conditions of this Contract in respect of any part of the Works
the subject of such sub-contract and the actions, responsibilities and liabilities of the
sub-contractor in relation to the Works and the Site. If so directed by the Company in
addition to any warranty provided to the Contractor by a Sub-Contractor, the Contractor
shall ensure that the Sub-Contractor provides a warranty in like terms for the Company.16.
    
    ACCOUNTS AND RECORDS16.1
    
    Maintenance at SiteThe Contractor must maintain at the Site at all times during the Contract Period and
thereafter at a place nominated by the Company for a period of 24 months after the issue
of the Variation of Contract Closure:
 (a)
    
    a complete set of accounts and records in accordance with generally
accepted accounting principles showing all its costs and expenses incurred in the
performance of the Works and its other obligations under the Contract; and(b)
    
    all records, data and other information relating to the performance
of the Works and any claims made by the Contractor under this Contract or
otherwise.
 16.2
    
    AuditBefore making any payment to the Contractor or at any time until 24 months after the
issue of the Certificate of Final Completion, the Company or its nominees shall have the
right to inspect and verify the Contractors accounts and records, including wages
records. The Contractor shall provide the
 33




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Company with proper access and facilities to enable the Company or its nominees to
undertake such inspection and verification.16.3
    
    OverpaymentsOn completion of any inspection and verification carried out under clause 16.2 if total
payments made to the Contractor are shown to exceed the Contractors entitlements, at the
Companys option the Company may:
 (a)
    
    require the Contractor to reimburse the excess to the Company within
7 days of a demand for payment being made by the Company.
 17.
    
    DEDUCTIONS17.1
    
    Not Used17.2
    
    WagesThe Contractor shall indemnify the Company against all claims and liens:
 (a)
    
    in regard to wages payable from time to time to Contract Personnel;
and(b)
    
    of Sub-Contractors, suppliers and manufacturers for labour, services
and Goods provided in connection with the performance of the Works.
 17.3
    
    Statutory DeclarationThe Company may require as a pre-requisite to any payment to the Contractor, a statutory
declaration or warranty in terms acceptable to the Company or other satisfactory evidence
that:
 (a)
    
    all Contract Personnel have been paid all moneys payable to them in
connection with their performance of the Works; and(b)
    
    all claims or demands against the Contractor which may remain or
become a lien or charge against the Works have been paid or satisfied.
 18.
    
    CONTRACTORS INSURANCE18.1
    
    Contractors Policies
 18.1.1.
    
    The Contractor must at its own expense procure and maintain and ensure that all
Sub-Contractors procure and maintain:
 (a)
    
    Subject to statutory requirements, Workers Compensation and Common
Law insurance or Fund Membership in respect of the Contractors or Sub-Contractors
Liability for any loss or claim by any person employed or otherwise engaged by it
on or about the execution of the Contract.
 34




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(b)
    
    industrial disease insurance in the terms required by any Applicable
Law;(c)
    
    insurance which is compulsory under Applicable Law governing the use
of motor vehicles;(d)
    
    motor vehicle insurance to cover personal injury and property damage
arising from the use of any motor vehicles or other mobile equipment (both
registered and unregistered for road use) which are at any time used in connection
with the Contract with a limit of liability for third party personal injury and
property damage of not less than $10,000,000 in respect of any one accident or
series of accidents arising out of one event;(e)
    
    general public liability insurance covering legal liability to pay
for personal injury or property damage arising out of or in connection with the
carrying out of the Contract with a sum insured of not less than $20,000,000 for
any one occurrence and which:
 (i)
    
    must cover all the Contractors activities in
connection with the Contract; and(ii)
    
    must be specifically endorsed so that it is deemed
primary to any insurance effected by the Company and contain a cross
liabilities provision which shall treat each of the insured parties as if
a separate policy had been issued to each of them; and(iii)
    
    must cover liability arising out of the use of
unregistered vehicles; and(iv)
    
    must where the Company supplies any plant and
equipment or goods for use by the Contractor in connection with the
Contract be specifically endorsed to cover such plant and equipment and
goods in the Contractors care, custody and control; and(v)
    
    the Contractor must further ensure that its
Sub-Contractors policies are similarly endorsed; and
 (f)
    
    Plant and equipment insurance policy covering the replacement value
of all Plant and Equipment of the Contractor, used or to be used in the
performance of the Works or otherwise for the performance of the Contractors
obligations under the Contract;
 18.1.2.
 (a)
    
    The policies referred to under clause 18.1.1(e) above shall include:
 (i)
    
    the Company noted as Principal;(ii)
    
    Non Vitiation clause.
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(b)
    
    Where permitted by statute, the policy referred to under clause
18.1.1(a) above shall include:
 (i)
    
    Principals liability extension for the Company;
and(ii)
    
    Common Law extension with a limit of not less than
$50,000,000 for any one event.
 18.1.3.
    
    The Contractor shall ensure that it shall be a term of each policy of insurance effected
in compliance with this clause 18 that it:
 (a)
    
    shall not be altered; or(b)
    
    cancelled;
 Without at least 30 days prior written notice by the Contractor to the Company.
 18.1.4.
    
    All insurance policies effected in compliance with this clause 18 must include such
terms and conditions and be effected with such insurance companies approved by the Company,
which approval shall not be unreasonably withheld.
 18.2
    
    Approval of PoliciesAs a pre-condition to the grant of access to any part of the Site the Contractor must
furnish to the Company certified copies of the policies of insurance effected pursuant to
clause 18.1 together with Certificates of Currency provided by their broker or insurer
for such insurance.18.3
    
    Failure of Contractor to Insure
 18.3.1.
    
    If the Contractor fails to effect or to keep in force any of the insurances which it is
required 18.1.1 of the Contract to effect, the Company may, but shall not be obliged to:
 (a)
    
    effect and keep in force any such insurance and pay such premiums as
may be necessary for that purpose and may recover such premiums as a debt due from
the Contractor any amount so paid; or(b)
    
    refuse to make any further payments due from time to time to the
Contractor until the insurance policies and receipts for the payment of premiums
are made available for inspection by the Company.(c)
    
    Notwithstanding that the Company may effect such insurances if the
Contractor fails to do so, the Contractor shall be deemed to have indemnified the
Indemnitees against all claims, demands, proceedings, costs, charges and expenses
which may arise as a result of the Contractors failure to insure.
 
 36




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19.
    
    INDEMNITY19.1
    
    Personal Injury and Property DamageThe Contractor must indemnify the Indemnitees against any loss, liability, claim,
proceeding, cost or expense incurred by the Indemnitees arising from or in connection
with:
 (a)
    
    any loss of or damage to any property on or near any part of the
Site; or(b)
    
    any loss of life or injury to any person in, on or near any part of
the Site.
 to the extent attributable to:
 (c)
    
    the failure of the Contractor to observe or perform any obligation,
term, condition or stipulation in the Contract; or(d)
    
    the negligent acts or omissions of the Contractor or any Contract
Personnel on or near any part of the Site.
 19.2
    
    Inadequacy of drawings and other documentsThe Contractor shall indemnify the Company against all claims, demands, losses, costs,
liabilities and other outgoings whatsoever arising from or in connection with failure by
the Contractor to comply with its obligations under clauses 4 or 5.19.3
    
    IndemnityThe Contractor shall indemnify the Indemnitees against all claims, demands, losses,
costs, liabilities and other outgoings whatsoever arising out of or in respect of any
breach of clause 12 or any infringement, violation or alleged infringement or violation
of any Rights in the performance or purported performance of the Contract. The
Contractors indemnity shall include, without limitation, any costs, losses, expenses or
damages incurred by the Company in defending or meeting such claims or in varying the
Works to overcome any breach of such Rights.19.4
    
    PollutionThe Contractor accepts full responsibility for, and shall indemnify the Company against
all claims, demands, losses, costs, liabilities and outgoings whatsoever arising from or
in connection with the discharge of any pollutant or waste material by any cause
whatsoever including any motor oil, lubricant, fuel, paint, solvent, garbage or other
material (solid, liquid or gaseous), equipment or item dumped, spilled or leaked from any
container, vessel or Plant and Equipment or any other harm to the environment to the
extent attributable to:
 (a)
    
    the failure of the Contractor to observe or perform any obligation,
term, condition or stipulation in the Contract; or
 37




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(b)
    
    the negligent acts or omissions of the Contractor or any Contract
Personnel on or near any part of the Site
 19.5
    
    Industrial RelationsThe Contractor shall indemnify the Indemnitees against all claims, demands, losses,
costs, liabilities and other outgoings whatsoever arising from or in connection with a
breach of clause 22.3.20.
    
    WORKS, PLANT AND EQUIPMENT AND GOODS20.1
    
    Contractor to SupplyExcept as otherwise specified in the Contract, the Contractor must at its own expense
supply and maintain all Plant and Equipment, Temporary Works, Goods and power, water,
telecommunications and other utilities and services necessary for the proper performance
of the Works and the due and faithful performance of its obligations under the Contract.20.2
    
    Condition and LocationThe Contractor must ensure that:
 (a)
    
    all Works, Plant and Equipment and Temporary Works are maintained in
an operable and good working condition, are safe to use, are used in a safe manner
and in accordance with safe working practices specified from time to time by the
Company or any Applicable Law or any Applicable Standard whichever is the greater;(b)
    
    all Plant and Equipment and Temporary Works are operated and
maintained by Contract Personnel holding any licences required by any Applicable
Law; and(c)
    
    it has ready access to spare parts for all Plant and Equipment and
Temporary Works and that it provides all lubricants, spare parts and consumable
items for all Plant and Equipment and Temporary Works.
 20.3
    
    StandardsAll Works, Plant and Equipment, Temporary Works and Goods must comply with the
requirements of the Contract, be fit for their intended purpose and comply with the
requirements of all Applicable Laws, Applicable Standards and be properly licensed. The
Company may reject any item of Works, Plant and Equipment, Temporary Works or Goods which
it reasonably considers unsuitable for the purpose for which the Contractor proposes to
use it. If any item is so rejected then:
 (a)
    
    in the case of any Works or Temporary Works or part thereof access to
the area shall be closed immediately and in the case of Plant and Equipment or
Goods, it shall not be used for the proposed purpose;
 38




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(b)
    
    it shall be either rectified, repaired or replaced by the Contractor
within an agreed period of time after of notification by the Company; and(c)
    
    if the Contractor fails to rectify, repair or replace it within the
agreed period of time, then the Company may carry out any works or mobilise
suitable replacement Plant and Equipment or Goods and all costs thereby incurred
by the Company shall be a debt due and payable by the Contractor to the Company in
accordance with clause 17.1.
 20.4
    
    Removal from SiteNo Plant and Equipment or Temporary Works shall be removed from the Site without prior
written approval from the Company. The Company shall not unreasonably withhold approval
where the item is no longer required in order to comply with the Contract Programme or
the maintenance of the Works.20.5
    
    Owner of Plant and Equipment
 20.5.1.
    
    Within 10 days after the Date of this Contract, the Contractor must notify the Company
in writing of the name and address of the owner or encumbrancer of any Plant and Equipment
used or proposed to be used at the Site. Thereafter, within 7 days of the end of each
month, the Contractor must notify the Company of any additional Plant and Equipment that
has been brought onto the Site in the preceding month. Where any Plant and Equipment is
owned or encumbered by any person other than the Contractor, the Contractor shall procure
from the owner and encumbrancer an irrevocable undertaking that:
 (a)
    
    written notice will be given to the Company in the event of any
default by the Contractor of any material obligation owed to the owner or
encumbrancer and the owner or encumbrancer shall allow and not challenge the
payment by the Company of any overdue instalment or other sum payable in order to
avoid seizure of any Plant and Equipment; and(b)
    
    the owner or encumbrancer, subject to the continued payment (but
excluding any arrears) by the Company of the payments applicable in the agreement
between the Contractor and the owner or encumbrancer, shall allow and not
challenge any exercise of the Companys rights pursuant to clause 36.3.
 20.5.2.
    
    Any amount paid to the owner or encumbrancer by the Company pursuant to this clause 20.5
shall be a debt due and payable by the Contractor to the Company in accordance with clause
17.1.
 20.6
    
    Works, Plant and Equipment and Temporary WorksAll Plant and Equipment and Temporary Works must comply with the requirements specified
in the Specifications or the Scope of Work and, in the case of Plant and Equipment, be
used only at places designated in the Scope
 39




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##### 



of Work and Drawings or, if no such places are designated, as approved by the Company.20.7
    
    LabelledThe Contractors Plant and Equipment must be clearly labelled or marked with the
Contractors name or identifying mark.20.8
    
    Exclusive use of Companys Supplied ItemsIn respect of all Company Supplied Plant and Equipment and Company Supplied Goods the
Contractor shall:
 (a)
    
    keep such items properly maintained and stored in accordance with any
instructions and best mining practice;(b)
    
    use such items exclusively in the proper performance of the Works,
unless the Company otherwise approves;(c)
    
    indemnify the Company for any damage or loss to such items except for
fair wear and tear;(d)
    
    where required by the Contract shall return such items on the Date of
Practical Completion in a good and working state of repair in accordance with the
age and working hours of the item.
 20.9
    
    Companys LiabilityThe Company shall not be liable for any loss or deterioration of, or damage to, Plant and
Equipment.20.10
    
    Default by Suppliers No ReliefFailure of the Contractors suppliers or manufacturers to deliver Goods, Plant and
Equipment or parts as scheduled shall not relieve the Contractor of its obligation to
deliver or obtain approved substitutes on time in order to comply with the Contract
Programme.20.11
    
    InspectionThe Company may inspect any Works, Plant and Equipment or Temporary Works at any time and
may close access to any Works or Temporary Works or stand down any item of Plant and
Equipment which the Company consider to be unsafe or of potential environmental hazard.
Works or Temporary Works to which access has been closed or Plant and Equipment that has
been stood down by the Company shall not be returned into service until all defects are
rectified by the Contractor at its cost in accordance with the Companys written
direction which shall not be unreasonable.20.12
    
    Inspection CertificatesThe Contractor must ensure that all Works, Plant and Equipment and Temporary Works
inspection certificates required by any Applicable Law are
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current and available for inspection by the Company or any person authorised under those
Applicable Laws.20.13
    
    Maintenance RecordsThe Contractor shall keep maintenance records for all Plant and Equipment used or
intended for use on Site. These maintenance records shall confirm the daily inspection
of each item of Plant and Equipment together with details of any defects identified by
the operator or driver and the date and details of any remedial works undertaken by the
Contractor. This log shall be available for inspection by the Company at any time.20.14
    
    Mobile PlantAll mobile Plant and Equipment which is used on Site, including light vehicles, shall be
fitted with orange flashing lights and other safety equipment as required by any
Applicable Law, Applicable Standard or as the Company may direct. For avoidance of
doubt, orange flashing lights are not required on haulage trucks, loaders and jumbos.21.
    
    GOODS21.1
    
    Handling and StorageThe Contractor is responsible for unloading, safe storage and safe keeping of all Goods
associated with the Works, whether supplied by or to the order of the Contractor or the
Company, which are delivered to the Site. The Contractor shall cause the Goods to be
unloaded promptly at a place designated by the Company.21.2
    
    Delivery to SiteThe Contractor must not bring, or allow to be delivered, to the Site any Goods prior to
the granting of access to the Site under clause 6 unless it first obtains the Companys
approval. The Company shall not unreasonably withhold its approval but may give it on
such terms and conditions as the Company considers appropriate.21.3
    
    New GoodsUnless otherwise specified in the Contract or agreed, all Goods must be new, of current
manufacture and of the highest grade, free from all defects or imperfections affecting
performance and suitable for their respective purposes. All Goods must be in accordance
with the Specifications, Scope of Work, all Applicable Laws and Applicable Standards.21.4
    
    Inferior WorkIf:
 (a)
    
    the Contractor delivers to the Site for use in the Works any Goods;
or
 41




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##### 



(b)
    
    the Company discovers any workmanship or Goods of an inferior quality
or different from that prescribed by the Contract;
 the Contractor must remedy that workmanship or remove the Goods within such time as the
Company may specify. If the Contractor fails to do so, the Company may remedy the
workmanship or remove the Goods at the Contractors expense.21.5
    
    Unused Goods
 21.5.1.
    
    Within fourteen days after termination or completion of the Contract, the Company will
be entitled to purchase all unused Goods which were brought upon the Site by the Contractor
for the purpose of the Works.21.5.2.
    
    The purchase price for any unused Goods will be the agreed fair market value or failing
an agreement at the invoiced cost for such Goods, including delivery and handling costs.21.5.3.
    
    If the Contract required the Contractor to purchase specific Goods being unique in
nature and not reasonably re-sellable or useable by the Contractor in any other work or of
a quantity which renders the Goods not reasonably resellable or useable, and if upon the
termination or completion of the Contract, any such Goods remain unused, then the Company
shall purchase the Goods at their agreed fair value or invoiced cost including delivery and
handling costs.
 21.6
    
    Co-operation with other ContractorsWhere Goods or services are to be supplied to or by third parties, whether nominated by
the Company or the Contractor, the Contractor must co-operate with Sub-Contractors,
suppliers and the Companys other contractors and give them any information or data
necessary or expedient to ensure proper performance of their respective work.21.7
    
    Supply of Goods by CompanyIf the Company is able to supply any Goods to the Contractor at a lower cost than what
the Contractor is able to supply then the Company at its option, may purchase those Goods
from the Company at the same cost as the Company purchases for use by the Contractor.21.8
    
    Removal from StorageThe Contractor must remove Company Supplied Goods from the Companys store or storage
area without delay when required by the Contractor or when directed by the Company,
whichever is the sooner. However no Company Supplied Goods shall be removed from the
Companys store or storage area unless the Contractor first obtains written authority
from the Company.21.9
    
    Contractors ResponsibilityThe Contractor is responsible for, and shall keep safely and in good order, all Company
Supplied Goods, together with any returnable packing and
 42




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containers, from the time the Company Supplied Goods are removed from the Companys store
or storage area or are delivered to the Site.21.10
    
    Loss or Damage
 21.10.1.
    
    If any Company Supplied Goods are lost, damaged or not properly maintained at any time
after receipt by the Contractor, the Contractor must notify the Company as soon as possible
of the extent and circumstances of the loss or damage.21.10.2.
    
    The Contractor shall be responsible at its own cost for:
 (a)
    
    the maintenance of the Contractor Supplied Goods from the time of the
Contractor taking possession of such Goods and at all times for all other Goods;
and(b)
    
    the replacement of any lost Goods and the repair of any damaged
Goods.
 21.10.3.
    
    If the Contractor fails to maintain, replace or repair any Goods the Company may remedy
that failure at the Contractors expense. Any costs of the Company in exercising such
powers shall be a debt due by the Contractor to the Company which may be deducted from any
monies due to the Contractor in accordance with clause 17.1.
 22.
    
    INDUSTRIAL RELATIONS22.1
    
    Contractor Responsible for Industrial Relations
 22.1.1.
    
    The Contractor shall be responsible for industrial relations with Contract Personnel.
It shall keep the Company fully informed of any disputes, issues or demands by any Contract
Personnel or body and any other circumstances which could result in industrial action
affecting the normal working of the Site.22.1.2.
    
    Without limitation to clause 22.1.1, the Contractor shall inform and keep informed the
Company of negotiations, relevant to the Site or Works, with industrial unions or other
bodies and shall not enter into any industrial agreement or variation of an industrial
agreement arising out of such negotiations without obtaining the prior consent of the
Company which consent shall not be unreasonably withheld.22.1.3.
    
    As a condition precedent to the grant of access to the Site the Contractor shall prepare
and submit a copy of its Human Resources Management Policy to the Company for its approval.
Once approved the Contractor shall not depart from that policy without the prior approval
of the Company.
 22.2
    
    Labour Reports
 22.2.1.
    
    At least 7 days prior to the Contractor requiring any Contract Personnel to enter on or
adjacent to the Site it shall provide to the Company the following information in relation
to that Contract Personnel.
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(a)
    
    name of the Contract Personnel;(b)
    
    copy of the Contract Personnels application form for employment with
the Contractor or Sub-Contractor;(c)
    
    particulars of the Contract Personnels classification, duties and
qualifications.
 22.2.2.
    
    The Contractor shall provide to the Company monthly reports in respect of all Contract
Personnel in respect of:
 (a)
    
    workers compensation;(b)
    
    legal action;(c)
    
    sickness;(d)
    
    absenteeism;(e)
    
    training and leave rosters;(f)
    
    breaches of safety requirements;(g)
    
    total man-hours worked;(h)
    
    man-hours worked by classification; and(i)
    
    summary of all injuries, incidents and near-misses.
 22.2.3.
    
    The Contractor shall provide to the Company a written report when requested by the
Company:
 (a)
    
    showing the number of persons employed by the Contractor and any
Sub-Contractor engaged by it on the Site each day during any week;(b)
    
    giving notice of any intended change to that number during the
ensuing weeks; and(c)
    
    the name of any Contract Personnel it is intended to engage whose
name has not previously been advised to the Company.
 22.3
    
    Control of Contract Personnel
 22.3.1.
    
    The Contractor shall ensure that the Contract Personnel engaged in performing the Works
are and remain at all times careful, skilled, competent and qualified in their respective
trades and callings.22.3.2.
    
    The Company may reasonably object to and direct the Contractor to remove or have removed
from the Site within such time as the Company directs any Contract Personnel who in the
opinion of the Company misconducts himself or herself or is incompetent or negligent in the
performance of his or her duties.
 
 44




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22.3.3.
    
    The Contractor shall comply with such direction and any such Contract Personnel shall
not be further engaged in, upon or about the Site without the prior approval of the
Company.22.3.4.
    
    In connection with the provision of the Works and in relation to the Contract Personnel
the Contractor shall ensure that it complies with all Applicable Laws applicable to the
Works including without limitation laws, by-laws and regulations relating to safety and the
mining industry generally.22.3.5.
    
    The Contractor shall ensure and cause its Sub-Contractors to ensure responsible
behaviour from all Contract Personnel. Drugs and alcohol are prohibited on Site and all
Contract Personnel shall be subject to the policy of the Company regarding fitness for
work, which may include random testing.
 22.4
    
    Access to SiteThe Contractor shall not and each Contract Personnel shall not commence work on the Site
unless:
 (a)
    
    The Contractor and the Contract Personnel have undergone the
Induction Programme. The Contractor shall promptly send to the Company evidence of
each Contract Personnels Induction Programme;(b)
    
    each Contract Personnel has been provided with a copy of the safe
working procedures, as approved by the Company, for the Plant and Equipment to be
operated by the Contract Personnel and which shall be provided by the Contractor
to its Contract Personnel; and(c)
    
    all persons entering the site wear a form of identification
satisfactory to the Company. The Company shall have power to refuse to admit any
person to the Site.
 22.5
    
    Vehicle AccessEntry of vehicles to the Site will be only with passes issued by the Company.22.6
    
    Content of Induction Programme
 22.6.1.
    
    As a condition precedent to the grant of access to the Site the Contractor shall prepare
and submit a copy of its proposed induction programme to the Company for its approval.22.6.2.
    
    The Contractor shall make such modifications and amendments as directed by the Company
to any draft induction programme until the same has been accepted by the Company in its
complete discretion.22.6.3.
    
    Any approval by the Company of an Induction Programme shall not relieve the Contractor
from responsibility for the conduct and safety of the Contract Personnel which at all times
shall be borne by the Contractor.
 
 45




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22.6.4.
    
    The Contractor shall review the Induction Programme on an ongoing basis and will advise
the Company of any proposed changes which shall be approved in the same manner set out in
clause 22.6.2.
 22.7
    
    Operations at SiteThe Contractor shall not do or omit to do anything which could in the opinion of the
Company interfere with, prejudice or disrupt the safe and efficient operation of the
Site. Without limiting the generality of the foregoing, the Contractor will not:
 (a)
    
    vary its Human Resources Management Policy without the consent of the
Company;(b)
    
    vary its rosters and hours without the consent of the Company;(c)
    
    have or allow any Contract Personnel to be affected by or under the
influence of drugs or alcohol on the Site (except prescribed drugs taken in
accordance with medical advice which is certified by a medical practitioner as not
affecting fitness for work);(d)
    
    have or allow any Contract Personnel to be affected by fatigue to an
extent which would effect their fitness for work or constitute a risk to the safe
conduct of the Works or other people on the Site;(e)
    
    have any Contract Personnel adversely affect the operations of the
Site or employer/employee relations of any other contractor on Site; and(f)
    
    do any act or thing which might adversely affect the operations of
the Site or the employer/employee relations of any other contractor on Site.
 22.8
    
    Privacy Act 1988In carrying out its obligations under this clause 22, each party must comply with their
respective obligations under the Privacy Act 1988 (Cth) and must not do any act that puts
the other party in breach of its own obligations under that act.
 23.
    
    SAFETY23.1
    
    Safe working practices
 23.1.1.
    
    The Contractor shall be responsible for the safe performance of the Works and all
Contract Personnel at all times during the Contract Period.23.1.2.
    
    The Contractor must provide and maintain, and ensure that all Contract Personnel observe
at all times, a safe system of work which complies with all Applicable Laws and best safe
working practices including but not limited to those contained in the Specifications.
 46




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23.1.3.
    
    The Contractor must provide Contract Personnel with all safety clothing and safety
equipment necessary to protect them against anything that may result in injury to the
person or harm to the health of the person at the Site.23.1.4.
    
    The Contractor must, in the performance of the Works:
 (a)
    
    act in a skilful, diligent, workmanlike, careful, safe and proper
manner; and(b)
    
    act in accordance with standards and practices normally exercised by
a professional in the performance of the same or similar services in the same or
similar industry.
 23.1.5.
    
    The Contractor must:
 (a)
    
    provide each Contract Personnel with a copy of the safe working
procedures for each item of Plant and Equipment to be used or operated by that
Contract Personnel a reasonable time before the item of Plant and Equipment is
used or operated by the Contract Personnel; and(b)
    
    upon demand by the Company, provide evidence that any Contract
Personnel operating an item of Plant and Equipment is competent and fully
understands all safety procedures relating to the operation of that Plant and
Equipment.
 23.2
    
    Compliance with Directions Concerning Applicable LawsThe Contractor, Sub-Contractors and all Contract Personnel must at no additional cost to
the Company, obey all directions given by any officer acting within the authority
conferred on him or her by any Applicable Law in any matter pertaining to the safety of
persons or property or the proper compliance with any Applicable Law which it is that
officers duty to enforce.
 23.3
    
    Access
 23.3.1.
    
    The Contractor must ensure that the Site and the means of access to and egress from
places on the Site at which Contract Personnel have occasion to work at any time are such
that Contract Personnels exposed is minimised from anything that may result in injury to
the person or harm to the health of the person.23.3.2.
    
    If it is necessary or expedient for Contract Personnel to pass through other parts of
the Companys premises to reach the Site or the Contractors work area, the Contractor and
the Contract Personnel must use those roads and paths designated by the Company from time
to time.23.3.3.
    
    The Contractor shall ensure that its Contract Personnel do not access or use any road,
path or other area which has not been directed for the Contractors use by the Company.
 47




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23.3.4.
    
    The Contractor shall avoid interference with or damage to all property on or adjacent to
the Site and shall provide temporary protection for and repair and reinstate all damage
caused to the Site by it and any Contract Personnel.
 23.4
    
    First Aid
 23.4.1.
    
    The Contractor must ensure there is sufficient first aid supplies and services available
to treat Contract Personnel and visitors to the Site for injuries which may reasonably be
anticipated to occur on Site, or at an operating mine.23.4.2.
    
    Without limitation to clause 23.4.1, the Contractor shall:
 (a)
    
    supply and maintain throughout the Contract Period an appropriate
first aid post which is sufficiently provisioned to supply first aid treatment;(b)
    
    ensure that, at all times during which Works are being undertaken on
the Site, there is a designated person on Site responsible for the provision and
supervision of first aid on Site and that such person is trained in first aid to a
standard acceptable to the Company;(c)
    
    ensure that sufficiently provisioned first aid kits/boxes are
maintained in all vehicles, major installations, underground areas and in close
proximity to each working area;(d)
    
    ensure that all Contract Personnel are trained in first aid to a
standard acceptable to the Company and constitute such proportion of the Contract
Personnel as is specified by the Company from time to time or as otherwise is
reasonably required to ensure the safe carrying out of the Works;(e)
    
    there is at all times a vehicle on Site which is suitable to be used
as an underground ambulance with sufficient first aid provisions and services
available for that vehicle.
 23.5
    
    Emergency Response Plan
 23.5.1.
    
    The Contractor must prepare and provide to the Company for its review prior to the
commencement of the Works an emergency response plan setting out the actions to be taken
upon an emergency occurring on the Site. Upon receiving the comments of the Company, if
any, the Contractor will prepare a final emergency response plan and test such plan with
such practice drills as may be reasonably necessary from time to time. The approval by the
Company of any emergency response plan shall not relieve the Contractor from its
responsibility in relation to the carrying out of the Works or the safety of any of the
Contract Personnel.
 23.6
    
    Incident reportsThe Contractor must report immediately to the Company and provide the Company with full
details of any near miss incident, injury or dangerous
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circumstance in accordance with the Companys accident and incident reporting procedures
contained in the Scope of Work or elsewhere in the Contract as amended from time to time.
 23.7
    
    Details
 The Contractor must provide the Company promptly with details of any damage to the
Companys property or damage or injury to the property or person of any third party and
any possible effects on the Contract Programme or the performance of the Works.
 23.8
    
    Companys inspection
 The Contractor must permit, and obtain any further permission necessary to enable, the
Company or its nominee to undertake investigations, inspections and interviews and take
statements from the Contractor and Contract Personnel as and when considered appropriate
by the Company in order to determine:
 (a)
    
    the causes of any incident, injury or dangerous circumstance; and(b)
    
    its effect, if any, on the Contract Programme or the performance of
the Works.
 24.
    
    ENVIRONMENTAL PROTECTION
 24.1
    
    Preservation of flora and fauna
 24.1.1.
    
    The Contractor must not remove or cause or permit damage or injury to any existing
vegetation (alive or dead) or fauna except to the extent that any removal of or damage to
vegetation is essential for performance of the Contract. Written approval must be obtained
from the Company before any vegetation is removed or damaged. Topsoil must be removed and
stockpiled prior to any excavation or construction.24.1.2.
    
    The Contractor shall not permit without written approval of the Company:
 (a)
    
    vehicles to be driven off designated roads, except where specifically
required by the Specifications or the Scope of Work;(b)
    
    fires of any type to be started, except where specifically required
by the Specifications or the Scope of Work;(c)
    
    excavations to be dug or cut, except where specifically required by
the Specifications or the Scope of Work;(d)
    
    firearms or other items constituting offensive weapons to be brought
on to the Site;(e)
    
    allow dogs, cats or other domestic pets to be brought on to the Site.
 24.1.3.
    
    Use of unformed tracks by the Contractor on the Site shall be minimised particularly in
wet weather conditions.
 49




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24.2
    
    Compliance
 24.2.1.
    
    Without limiting the generality of clause 11, in the performance of the Works, the
Contractor must ensure that its performance of the Works complies with, and does not
breach, the environmental requirements of all Applicable Laws and other environmental
requirements applicable to the Works.24.2.2.
    
    Subject to clause 24.2.1, the Contractor must:
 (a)
    
    comply with, and ensure that all Contract Personnel comply with, all
directions issued by the Companys Representative which relate to the
rehabilitation, protection and management of the environment;(b)
    
    ensure that smoke, dust and other air contaminants are not unlawfully
discharged into the atmosphere from any source whatever;(c)
    
    use in the performance of the Works, Plant and Equipment which does
not cause excessive noise emission and which complies with, and does not breach,
the requirements of all Applicable Laws for the operation of plant and equipment;(d)
    
    ensure that at all times its operations are contained within the
designated Site areas and access roads and in particular that disturbance to land
and vegetation on either side of designated approved roads is avoided;(e)
    
    not carry out any work likely to result in soil degradation or
contamination of any nature during the performance of the Works;(f)
    
    exercise all reasonable care to prevent pollution and comply with all
Applicable Laws and Applicable Standards regarding pollution and the storage of
potential pollutants;(g)
    
    the Contractor shall be responsible for:
 (i)
    
    safe transportation, storage and usage of potential
pollutants brought on Site for the performance of the Works;(ii)
    
    safe disposal off the Site in areas approved by the
Company of all pollutant or waste material arising from performance of
the Works; and(iii)
    
    the design, supply, installation, licensing,
commissioning, maintenance, monitoring and rectification of all
hydrocarbon storage required for the Works;
 (h)
    
    keep the Site clean and tidy as Works proceed and shall regularly
remove rubbish and surplus material arising from the performance of the Works; and
 50




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(i)
    
    not bring on Site any radioactive material unless the Contractor
complies with all Applicable Laws and has first received the prior written
approval of the Company.
 24.2.3.
    
    For the purposes of this clause 24.2, 24.2pollutant and waste material include, without
limitation, any chemical, motor fuel, oil, lubricant, tyres or other consumable, paint,
solvent, concrete, rubble, derelict plant, equipment, refuse, materials (solid, liquid or
gas) dumped, spilled, released or leaked from any container, vessel or Plant and Equipment.24.2.4.
    
    Any incident involving pollution of the environment must be immediately notified in
writing to the Company.24.2.5.
    
    The Contractor must take all reasonable measures to instruct Contract Personnel how to
prevent pollution. The Contractor shall at its own expense and to the satisfaction of the
Company clean up any pollution caused by it, its Contract Personnel or its Sub-Contractors.
 24.3
    
    Heritage
 24.3.1.
    
    All fossils, flora and fauna, sites, artefacts and objects of antiquity or of
anthropological or archaeological interest found on the Site during the performance of the
Works shall be and remain the property of the person entitled to the same under any
Applicable Law, except that if such person is the Contractor, any Sub-Contractor or
Contract Personnel, then the item shall be the property of the Company.24.3.2.
    
    The Contractor must notify the Company if it finds any items the subject of clause
24.3.1 and must take all necessary action to prevent damage or injury to the same.
 24.4
    
    Rehabilitation of Disturbed GroundThe Contractor must consult the Company with regard to rehabilitation of the Site but in
the absence of specific instructions the following procedures shall apply:
 (a)
    
    any rubble, building material, derelict equipment or any form of
rubbish shall be regularly removed from the Site to a disposal area approved by
the Company;(b)
    
    any mounded soil debris or tree mulch shall be regularly raked from
the edges of natural vegetation on to disturbed areas;(c)
    
    any disturbed areas including nominated roads and access tracks shall
be ripped along the contour to at least 500mm (less in sandy ground) and shaped to
match the surrounding ground surfaces;(d)
    
    ripline spacing (single tyne) shall be no more than 1 metre apart.
(In lightly compacted ground grader tyning may be sufficient);(e)
    
    waste rock and waste soil dumps shall be maintained by the Contractor
ensuring that the mullock from underground or soil is
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##### 



dumped within the toe pegs, the dump is kept levelled for safe vehicle access
and the dumping is carried out to be within the levels stated in the
Specifications;(f)
    
    all re-shaped and ripped surfaces shall be left rough;(g)
    
    drainage channels are not to be disturbed without prior consultation
with the Company;(h)
    
    prior to disturbance of any material, topsoil and vegetation must be
stripped and stockpiled for back blading after slope re-profiling.
 Final rehabilitation requirement such as profiling, topsoil placement, revegetation,
etc. will be completed by the Company.
 24.5
    
    Community RelationsThe Contractor and Contract Personnel shall ensure that the good relations established
with surrounding land owners are maintained by ensuring permission is sought before
entering their property, that gates are left as found and that stock, vegetation and
water sources are not interfered with.25.
    
    TESTS25.1
    
    Contractors TestsThe Contractor must conduct Tests in accordance with the Contract and as required under
any Applicable Laws or Applicable Standards. Results of Tests conducted by the
Contractor must be promptly given by the Contractor to the Company.25.2
    
    Companys TestsThe Company may make or cause to be made such Tests as it considers appropriate and shall
make any Tests which it is required to make by the Contract. The Contractor shall
provide such assistance and samples and make accessible such Plant and Equipment at
locations as the Company considers necessary to carry out such Tests.25.3
    
    Cost of TestsCosts of Tests which are not provided for in the Contract but are carried out by or at
the direction of the Company (except for tests resulting from a default by the
Contractor) shall be borne by the Company.25.4
    
    Notice of TestThe party obliged to carry out a Test or requiring a Test to be made must give the other
party not less than 24 hours notice of the date on which the Test is to be made. The
Test shall be commenced on the specific date. The other party shall be entitled to be
represented but if it fails to attend the Test shall proceed without it.
 52




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25.5
    
    DelaysIf a party unduly delays making a Test which it is obliged to make then the other party
may by notice to the delaying party require the Test to be commenced within 24 hours of
the giving of the notice. If the delaying party fails to commence the Test during that
period of 24 hours the other party may proceed with the Test at the delaying partys risk
and expense.25.6
    
    Repeat of TestAny Test shall be repeated if so required by either party. If the repeat Test confirms
the previous Test all costs in relation to the repeat Test shall be paid by the party
requiring it but otherwise shall be paid by the party obliged to make the original Test.25.7
    
    Rectification workIf a Test reveals that any part of the Works is not in accordance with the Contract the
Contractor, at its cost, must forthwith re-perform that part of the Works before
proceeding with any other work which may be affected by that part of the Works. On
completion of the re-performance of the Works the relevant Works shall again be tested at
the cost of the Contractor.25.8
    
    Failure to carry out TestsIf the Contractor fails to carry out any Test which it is required to carry out before
the issue of the Certificate of Final Completion the Contractor shall not be relieved
from its responsibility to carry out any such Tests.26.
    
    SUPERVISION AND INSPECTION26.1
    
    Companys authorityThe Company shall be the initial judge of whether any work performed or Goods supplied
are in accordance with the Contract and to the standard, quality and finish required by
the Contract. If the Contractor serves written notice on the Company that it disagrees
with any such judgement made by the Company within 7 days of the Contractor becoming
aware of such judgement, the matter will be resolved in accordance with the dispute
resolution procedures in clause 41. Otherwise the Companys judgement shall be final and
binding.26.2
    
    Access by CompanyThe Contractor shall ensure that the Companys Representative and any other person
authorised by the Company at all times has access to the Site. The Contractor shall
provide all access at all times and facilities necessary for the supervision, inspection
and testing the Works and Goods at any place where the Works or any part thereof is being
performed or any Goods are stored.
 53




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26.3
    
    Re-performanceIf the Company believes that part of the Works is below standard, the Company may at any
time during the Contract Period direct the Contractor to re-perform that part of the
Works and the Contractor must comply with that direction. If it is found subsequently
that the Works were originally performed in accordance with the Contract, the expense
incurred in re-performing the Works shall be borne by the Company. If the Works are
found not to have been performed in accordance with the Contract, the expense so
incurred, including the costs of re-performing the Works and any performance and
rectification of other Work shall be borne by the Contractor.26.4
    
    InspectionNotwithstanding clause 26.3, if the Company gives the Contractor reasonable notice that
it wishes to inspect the performance of any Works and the Contractor performs those Works
without first giving the Company reasonable opportunity of making an inspection, any
expense incurred as a result of re-performing Works shall be borne by the Contractor.26.5
    
    Contractors AssistanceThe Contractor will ensure that the Contractors Representative is available at all
reasonable times to assist and accompany the Companys Representative and any other
person authorised by the Company to inspect the Works.26.6
    
    Contractors responsibilityAny action taken by the Company under this clause 26 shall in no way relieve the
Contractor from full responsibility for and the performance of the Works and its other
obligations under the Contract.27.
    
    VARIATIONS27.1
    
    Circumstances
 27.1.1.
    
    During the Contract Period the Contractor must not:
 (a)
    
    alter, amend, omit, add to or otherwise vary any of the Works; or(b)
    
    vary the Production Rate; or(c)
    
    vary the Contract Programme; or(d)
    
    vary the method of performance of the Works; or(e)
    
    otherwise vary or deviate from the Contract.
 unless the Company has:
 (f)
    
    at its own initiative, by notice directed to the Contractor to do so;
or(g)
    
    approved whether conditionally or unconditionally, a request from the
Contractor to do so.
 54




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##### 



27.1.2.
    
    The Contractor must comply with any notice by the Company and shall be bound by the same
conditions as though the contents of the notice and any variation thereby made were
included in the Contract provided the nature of the works or services are included in the
Scope of Work.27.1.3.
    
    The Company will not direct a variation to the Production Rate which is above the
capacity of the Contractors Major Plant and Equipment as varied from time to time in
accordance with this Contract.
 27.2
    
    Continuation of the WorksNo disagreement or dispute referable to this clause 27 shall entitle the Contractor to
refuse to commence or to cease work in respect of any variations approved or directed by
the Company or in any way relieve the Contractor from its other obligations to perform
the Works in accordance with the Contract.27.3
    
    Not Used27.4
    
    Variation ProcedureIf during the Contract Period, the Contractor or the Company become aware of a change in
the cost due to a Latent Condition existing in the Works and in the case of the
Contractor it has notified the Company, in line with the requirements of Clause 3.5 of
these General Conditions, then the Company may direct and approve a variation to all the
rates affected by the Latent Condition contained within the Schedules. The new or
adjusted rates will be paid in the next available monthly invoice claim and it will be
paid in accordance with the requirement of Clause 3.5.If during the Contract Period, the Contractor or the Company become aware of a
change in the cost for any reason other than a Latent Condition existing in the Works,
then the Company may direct and approve a variation to all the rates affected the change
and contained within the Schedules. The new or adjusted rates will be paid in the next
available monthly invoice claim and where appropriate will be back dated to the
commencement of the change in cost.28.
    
    NOT USED29.
    
    PRACTICAL COMPLETION29.1
    
    Certificate of Practical Completion
 29.1.1.
    
    The Contractor shall give the Company Representative at least 45 days written notice of
the date upon which the Contractor anticipates that Practical Completion of the Works will
be reached.29.1.2.
    
    When the Contractor is of the opinion that Practical Completion has been reached, the
Contractor shall in writing request the Companys Representative to issue a Certificate of
Practical Completion. The Company will then inspect the Works and conduct any tests it may
require and either give the Contractor a Certificate of Practical Completion or
 55




---



##### 



notify the Contractor of any work under the Contract remaining to be completed.29.1.3.
    
    If the Company Representative is of the opinion that Practical Completion has been
reached, the Company Representative may issue a Certificate of Practical Completion even
though the Contractor has not made a request for its issue.29.1.4.
    
    The Certificate of Practical Completion shall specify:
 (a)
    
    the date of take over of the Works;(b)
    
    any matters, omissions or defects which the Contractor must still
complete or make good (including demobilisation) in accordance with the Contract;
and(c)
    
    the date by which the Contractor must complete or make good such matters,
omissions or defects and if no date is specified the Contractor shall complete or
make good such matters, omissions or defects within 30 days after the date of issue
of the Certificate of Practical Completion.
 29.2
    
    Companys rights on Practical Completion
 29.2.1.
    
    The Company may occupy and use the Works upon the issue of a Certificate of Practical
Completion.29.2.2.
    
    Occupation or use by the Company of the Works under this clause will not relieve the
Contractor from full responsibility for bringing the Works to Final Completion and the
performance of its other obligations under the Contract.
 29.3
    
    Contractors rights on Practical Completion
 29.3.1.
    
    Upon the issue of a Certificate of Practical Completion the Contractor shall demobilise
such of the Plant and Equipment, Goods and Temporary Works as will not be required to carry
out the rectification of any omissions or defects or other matters which should be made
good pursuant to this Contract and to allow any other contractor of the Company to carry
out works at the Site.
 30.
    
    FINAL COMPLETION30.1
    
    TimeThe Contractor must bring the Works to Final Completion in accordance with the Contract
and the Contract Programme by the Date for Final Completion.30.2
    
    NotificationThe Contractor must notify the Company when the Contractor considers the whole of the
Works have been performed in accordance with the Contract and Final Completion has been
achieved.
 56




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##### 



30.3
    
    Final payment claim
 30.3.1.
    
    When giving notice under clause 30.2, the Contractor must also submit to the Company its
final claim for payment including:
 (a)
    
    for any Variations;(b)
    
    for any alleged breach of the Contract by the Company; and(c)
    
    for any other matter for which the Contractor is entitled to claim
whether pursuant to the Contract or otherwise.
 30.3.2.
    
    The Company shall make payment of the final claim for payment in accordance with clause
14.30.3.3.
    
    Upon receipt of the notice referred to in clause 30.2, the Company shall make an
inspection of the Works and conduct any Tests which the Contract or the Company may require
and then notify the Contractor of Works which the Company considers is defective or
incomplete and which requires remedial work or re-performance in order to comply with the
Contract.30.3.4.
    
    The Contractor, at its own expense, must make good or re-perform the Works or any part
thereof which the Company notifies the Contractor is defective or incomplete.30.3.5.
    
    When the Contractor considers remedial work has been performed the Contractor must give
the Company a further notice under clause 30.2 and submit to the Company a replacement
final claim for payment under clause 30.3.1.30.3.6.
    
    Upon receipt of the notice referred to in clause 30.3.5 the Company shall make an
inspection and conduct any Tests which the Contract or the Company may require in respect
of any Works where the Company considered remedial work or re-performance was required and
then notify the Contractor of any Works which the Company considers are still defective or
incomplete and which require further remedial work.30.3.7.
    
    The procedure specified in clauses 30.3.5 and 30.3.is to be followed until the Company
is satisfied that the Contractor has achieved Final Completion.30.3.8.
    
    If the Contractor is unable or unwilling to do any remedial work or re-perform any Works
required under clause 30.3.4 immediately then the Company may, by its own or other workmen
and without prejudice to any other rights which it may have against the Contractor, perform
such work as it considers necessary. The Company may recover all costs and charges
properly incurred by the Company in performing the work as a debt due to the Company by the
Contractor under clause 17.1.
 57




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##### 



30.4
    
    Certificate of Final CompletionUpon the Company being satisfied that the Works have reached Final Completion and that
the Contractor has satisfactorily performed, without exclusion, all of its obligations
under, and in accordance with, the Contract the Company shall issue a Certificate of
Final Completion.31.
    
    EFFECT OF CERTIFICATE31.1
    
    Certificate of Final CompletionThe issue of a Certificate of Final Completion shall not constitute a release of the
Contractor in respect of any work or other matter in respect of which it is issued. Nor
shall any such Certificate:
 (a)
    
    be taken as an admission of the proper performance of the Contract or
any part thereof or of the accuracy of any claim or demand made by the Contractor;
or(b)
    
    be taken as an admission of any altered, amended, omitted, additional
or otherwise varied work having been directed or permitted by the Company; or(c)
    
    negate or prejudice any of the rights, powers and remedies of the
Company.
 32.
    
    GUARANTEE AND MAINTENANCE32.1
    
    GuaranteesThe Contractor guarantees the Works and each part thereof against any defect under normal
working conditions for a period of 12 months, or such other period as is specified in the
Contract, after the Date of Final Completion.32.2
    
    Remedial workThe Contractor, at its own expense, must make good or re-perform (so that the same are in
a proper and safe working condition as soon as possible) any part of the Works which the
Company notifies the Contractor is defective or not in compliance with the Contract. The
Contractor shall be responsible for any damage to property of the Company to the extent
caused directly or indirectly by the defect or by the making good or re-performance.32.3
    
    NotificationThe Contractor must notify the Company before it commences any remedial work and ensure
that remedial work does not interfere with or disrupt the normal activities of the
occupants of the Works, without prior written permission from the Company.
 58




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32.4
    
    Further TestsIf any remedial work undertaken under clause 32.2 affects or is likely to affect the
Companys efficient operations the Company may, within 30 days after completion of the
remedial work, notify the Contractor that further Tests are to be made in accordance with
clause 25 to identify any further defects, damage or inefficiencies. The costs of such
further Tests shall be borne by the Contractor.32.5
    
    Failure to remedyIf the Contractor fails to remedy any defect in the Works as soon as possible and ensure
continuity or early resumption of the Companys operations, the Company may remedy any
defect at the risk and expense of the Contractor without prejudice to any other rights
which the Company may have against the Contractor in respect of the defect.32.6
    
    Additional RemediesThe provisions of this clause 32 are in addition and without prejudice to any condition
or warranty expressed or implied by any Applicable Law, common law or otherwise. For the
purposes of this clause 32 the Contractor contracts on its own behalf and on behalf of,
and as trustee for, its Sub-Contractors.32.7
    
    Trade warranties
 32.7.1.
    
    The Contractor must obtain all usual and customary trade warranties from its
Sub-Contractors, manufacturers and suppliers and ensure that the Company has the benefit of
the warranties.32.7.2.
    
    If any warranties from Sub-Contractors, manufacturers and suppliers continue longer than
the periods specified in clause 32.1, the Contractor must, at the Companys request and
cost, assign to the Company the benefit of each such warranty for the period thereof
unexpired at the end of the periods specified in clause 32.1.
 32.8
    
    Failure to Perform Remedial WorkIf the Contractor is unable or unwilling to do any remedial work required under clause
32.2 immediately then the Company may, by its own or other workmen and without prejudice
to any other rights which it may have against the Contractor, perform such work as it
considers necessary. The Company may recover all costs and charges properly incurred by
the Company in performing the work as a debt due to the Company by the Contractor under
clause 17.1.32.9
    
    Exchange of Release CertificatesUpon the expiration of the guarantee and maintenance period under this clause, and
provided there are no outstanding claims by either party against the other, the parties
shall execute and deliver to each other releases in the form of ANNEXURE 1.
 59




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33.
    
    SUSPENSION OF WORK33.1
    
    NoticeThe Contractor shall suspend the whole or any part of the Works on receipt of notice to
do so from the Company. The Companys notice must specify that it is given pursuant to
this clause. The Contractor must do everything possible to minimise any cost or expense
consequent on the suspension. The suspension will not terminate the Contract.33.2
    
    CompensationSubject to prior substantiation to the Companys satisfaction, the Company shall
reimburse the Contractor any reasonable costs and expenses which the Contractor incurs as
a result of suspension of the Works following a notice from the Company under clause 33.1
unless and to the extent that the suspension is due to some cause attributable to the
Contractor.33.3
    
    RecommencementWhen the reason for any suspension no longer exists, the Company shall direct the
Contractor to recommence work and the Contractor must immediately comply with the
direction.34.
    
    INDEPENDENT CONTRACTOR34.1
    
    StatusThe relationship between the Company and the Contractor is a relationship of principal
and independent contractor and nothing contained in the Contract shall be construed so as
to create a relationship of employer and employee, principal and agent or of partnership
between the Company and the Contractor.34.2
    
    Best PracticeThe Contractor must perform the Works with diligence care and skill and in accordance
with:
 (a)
    
    best practices prevailing in the industry;(b)
    
    the Contract including any directions given by the Company or the
Companys Representative pursuant to the Contract; and(c)
    
    any constraints prescribed in agreements between the Company and
owners, lessees or occupiers of land at or in the vicinity of the Site, details of
which are provided to the Contractor.
 34.3
    
    Local Labour and ServicesIn carrying out the Works the Contractor will give preference to the use of local labour
and service providers provided that nothing in this clause will require the
 60




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Contractor to employ any person or use any services where they are otherwise not
competitive or are inferior to competing persons or services.35.
    
    DEFAULT BY CONTRACTOR35.1
    
    EventsIf the Contractor:
 (a)
    
    fails to perform or observe any material obligation, term, condition
or stipulation in the Contract; or(b)
    
    without the approval of the Company wholly or substantially suspends
the performance of the Works at any time; or(c)
    
    fails to proceed with the Works in accordance with the Contract
Programme or otherwise with due diligence and in a competent manner; or(d)
    
    fails to comply with a notice from the Company and as a result
performance of any part of the Works is materially affected; or(e)
    
    breaches the Contract in a manner which, in the opinion of the
Company, causes or could cause a risk to the safety of persons or property; or(f)
    
    refuses or neglects to comply with any written direction of the
Company or the Companys Representative;
 the Company may give written notice to the Contractor that it is in default under the
Contract, in accordance with clause 35.2.
 35.2
    
    Notice
 35.2.1.
    
    The Company may, in the event of a default as described in clause 35.1, give notice to
the Contractor:
 (a)
    
    in the case of a default which is capable of remedy, of its intention
to exercise its rights under clause 35.3 on the expiration of 14 days from the
date of the notice if the default is not remedied within that time; or(b)
    
    in the case of a default which is not capable of remedy, of its
intention to exercise its rights under clause 35.3 without further notice.
 35.2.2.
    
    Any such notice shall specify that it is a notice given pursuant to this clause 35.2.
 35.3
    
    Failure to remedy
 35.3.1.
    
    If the Contractor fails within 14 days after receipt of a notice given under clause
35.2.1(a)35.2.1(a) to remedy the default or if the Company gives
 61




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notice under clause 35.2.1(b) then the Company may, without prejudice to any other
rights or remedies of the Company under the Contract or otherwise, at any time
thereafter exercise all or any of the following rights:
 (a)
    
    wholly or partly suspend payment under the Contract until the default
has been remedied;(b)
    
    take the Works remaining to be completed wholly or partly out of the
hands of the Contractor or any other person in whose hands performance of the
Works or any part thereof may be;(c)
    
    direct the Contractor to cease work and pay the Contractor no further
money until the Contractor is ready to resume work to the Companys satisfaction
without liability on the part of the Company to the Contractor for compensation;(d)
    
    immediately remedy at the Contractors cost, the default specified
either by itself or by third parties, and in doing so, may use the Goods and the
Plant and Equipment to do so;
 35.3.2.
    
    Where the Company has issued a notice under clause 35.2, the Contractor must not remove
from the Site any Plant and Equipment or any Goods until the matters specified to be
unsatisfactory are remedied.35.3.3.
    
    If the Company uses Plant and Equipment which is in the possession of the Contractor at
the date of the notice under clause 35.2, the Company is responsible for carrying out
routine maintenance of the Plant and Equipment and returning it to the Contractor on
completion of the Works provided that the Company shall be liable to the Contractor for any
deterioration in the condition of the Plant and Equipment while it is in its possession,
other than fair wear and tear.35.3.4.
    
    The Company is entitled to a lien over any Plant and Equipment owned by Contractor while
there is any debt owed to the Company. The lien shall be deemed to arise automatically
upon the debt arising and be limited to the quantum of the debt.
 35.4
    
    Termination of Contract
 If the Company terminates the Contract pursuant to clause 36:
 (a)
    
    the Contract shall be terminated from the date of the relevant notice
but without prejudice to any other rights or remedies of the Company under the
Contract or otherwise; and(b)
    
    as and when required by the Company (and not before) the Contractor
shall remove from the Site any Temporary Works, Plant and Equipment and other
property of the Contractor. If the Contractor fails to do so, not less than 14
days after written notice by the Company to the Contractor of its intention to do
so (but without being responsible for any loss or damage), the Company may remove
and/or dispose of any such Temporary Works, Plant and
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Equipment or other property. The Company may credit to the Contractors
account an amount equal to the proceeds from any sale.
 35.5
    
    Costs of WorksAs soon as practicable after termination the Company shall ascertain the amount of costs
incurred by the Company and the amount of any loss or damage or both caused to the
Company as a result of the termination and any other liability of the Contractor to the
Company under the Contract. If such amounts exceed any moneys due from time to time to
the Contractor under this Contract, any deficiency shall be a debt due by the Contractor
to the Company which may be recovered from any moneys held from time to time by the
Company on the Contractors account or by proceedings in any court of competent
jurisdiction.35.6
    
    Companys other rightsNo action taken by the Company under this clause 35 or under clause 36 shall prejudice:
 (a)
    
    the rights, remedies, powers, authorities and discretions of the
Company and the liabilities and obligations of the Contractor which have accrued
prior to termination of the Contract all of which shall continue in full force and
effect as if there had been no termination of the Contract; or(b)
    
    the rights of the Company to deduct moneys pursuant to clause 17.1
which shall survive such termination; or(c)
    
    the rights of the Company to recover from the Contractor any moneys
from time to time payable to the Company by the Contractor whether under or in
relation to the Contract or otherwise.
 36.
    
    INSOLVENCY OF CONTRACTOR36.1
    
    NotificationIf the Contractor becomes insolvent or has a receiving order made against it or compounds
with its creditors or, being a corporation, commences to be wound up (not being a
members voluntary winding up for the purpose of amalgamation or reconstruction) or an
administrator is appointed or it carries on its business under a controller, managing
controller, receiver, receiver and manager, manager, trustee, liquidator or provisional
liquidator for the benefit of its creditors or any of them, the Company may exercise its
rights pursuant to clause 36.2.36.2
    
    Companys rightsOn the occurrence of any of the events described in clause 36.1 the Company may either:
 (a)
    
    terminate the Contract forthwith by notice to the Contractor,
administrator, controller, managing controller, receiver, receiver and
 63




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manager, manager, trustee, liquidator or provisional liquidator or to any
other person in whom the Contract may have become vested and proceed in
accordance with clause 35; or(b)
    
    by notice give to the administrator, controller, managing controller,
receiver, receiver and manager, manager, trustee, liquidator or provisional
liquidator or other person as aforesaid the option to perform the Works in
accordance with the Contract, subject to him or her providing a guarantee for the
due and faithful performance of the Contract (satisfactory to the Company) up to
the value of the Works as certified by the Company for the time being remaining to
be performed.
 36.3
    
    Exercise of optionAny exercise of the option under clause 36.2(b) must be made within 14 days of receipt of
the notice from the Contractor.37.
    
    COMPANYS DEFAULT37.1
    
    Contractors rights
 37.1.1.
    
    In the event of any default by the Company or any breach or alleged breach of the
Contract by the Company then if the sole consequence of such default or breach is a direct
adverse impact on the Contractors ability to comply with the Contract Programme the
Contractors rights and remedies shall be limited to submitting a claim for a variation to
the Contract Programme.37.1.2.
    
    To the extent that the Companys default or breach does not solely affect the
Contractors ability to comply with the Contract Programme, the Contractor shall be
entitled to exercise its other rights at law.
 37.2
    
    Limitation of damagesNotwithstanding anything in the Contract express or implied neither party shall be
entitled to recover any damages for business interruption or loss of actual or
anticipated profits or any consequential, special, contingent or penal damages
whatsoever.38.
    
    NOT USED39.
    
    CONFIDENTIALITY39.1
    
    ConfidentialityThe parties acknowledge that during the negotiation of the Contract and during the
Contract Period the Company has and will provide the Contractor with certain
confidential, non-public or proprietary information concerning its operations or affairs
and the Works. Such information includes, without limitation, the terms of the Contract
and all commercial and technical information supplied to or received by the Contractor,
its Sub-Contractors, servants or agents from the Company or acquired by the Contractor,
its Sub-
 64




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##### 



Contractors, servants or agents in any manner whatsoever in the course of performing the
Works, whether acquired before or after the date of the Contract, together with all
analyses, compilations, data, studies, reports or other documents prepared by the
Contractor, its Sub-Contractors, servants or agents containing or otherwise reflecting or
generated from such information.39.2
    
    Use of InformationThe Contractor has permission to use the Information for the purpose of performing the
Works. In consideration of this, the Contractor agrees that:
 (a)
    
    it will treat the Information as private and confidential and shall
not use the Information, or any part thereof, for any purpose other than in the
course of performing the Works and meeting its obligations under the Contract; and(b)
    
    it shall not either during the Contract Period or for a period of
five years after the expiration of the Contract Period use the Information to the
detriment of the Company in any manner or divulge the Information to any person
other than those whose duties and functions require a knowledge of or access to
the Information for the purpose of the Contract without the prior written consent
of the Company, except:
 (i)
    
    to the extent required by any Applicable Law or the
order of a court which has jurisdiction over the affairs of the
Contractor;(ii)
    
    where the relevant Information is in or enters the
public domain through no fault of the Contractor or the Contract
Personnel; or(iii)
    
    where the Contractor can prove it lawfully
obtained the relevant Information from sources other than the Company or
it already had the relevant Information in its possession prior to
receiving it from the Company.
 39.3
    
    Return of InformationThe Company may at any time request the return or destruction of all or any part of the
Information in whatever form it then exists and the Contractor shall comply forthwith
with any such request. Upon the completion or termination of the Contract or upon the
Contractor ceasing to use the Information for the purposes of the Contract the Contractor
must return all Information to the Company.39.4
    
    Other partiesThe Contractor shall ensure that its directors, partners, servants, agents and
Sub-Contractors maintain the confidentiality of the Information in the same manner as the
Contractor is required to do.
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39.5
    
    PublicityThe Contractor shall not:
 (a)
    
    make any public statements or releases to the media concerning the
Works or this Contract;(b)
    
    give any undertakings to or disclose or discuss any aspect of the
Works to or with any government department, agency or statutory authority;
 without the prior written approval of the Company unless required by any Applicable Law
in which case the Contractor will prepare and submit to the Company for its approval a
draft of the proposed statement or release before making or releasing it which approval
is not to be unreasonably withheld.39.6
    
    Photography and signs
 39.6.1.
    
    Except for the purposes of the Contract, other than with the prior consent of the
Company, the Contractor must not:
 (a)
    
    take or allow to be taken any photograph , sketch or visual image of
the Works, the Site or any part of the Companys premises or operations;(b)
    
    erect or allow to be erected or paint or allow to be painted any sign
on the Site; or(c)
    
    in any way advertise itself at the Site or in connection with the
Works.
 39.6.2.
    
    The Company will not unreasonably refuse permission for publicity photographs to be
taken but such photographs must be approved by the Company before publication.
 40.
    
    ASSIGNMENT40.1
    
    Approval by CompanyThe Contractor must not assign, mortgage, charge or encumber the Contract or any part
thereof or any benefit, moneys, or interest under the Contract without the Companys
prior written consent which will not be unreasonably withheld.40.2
    
    Contractors ResponsibilityApproval by the Company of any assignment shall not release the Contractor from any of
its obligations under the Contract. The Contractor shall at all times remain fully
responsible to the Company for the performance or non-performance and for the acts and
omissions of any assignee.
 66




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41.
    
    DISPUTE RESOLUTION41.1
    
    Settlement of DisputesIf an unresolved dispute or difference between the Contractor and the Company arises out
of or in connection with the Contract, either party shall deliver to the other party a
notice in writing adequately identifying and providing details of the dispute. Any such
dispute or difference must be resolved as set out in this clause 41.41.2
    
    Senior Representatives MeetingIf the parties fail to resolve the dispute or difference within 14 days after receipt by
the other party of the notice served pursuant to clause 41.1, each party must within a
further 14 days nominate a senior representative, with authority to settle the dispute,
to meet at a mutually convenient location within 28 days after receipt of the
nominations.41.3
    
    Reference to Court
 41.3.1.
    
    If the representatives nominated pursuant to clause 41.2 are unable to resolve the
dispute, or agree on a procedure to resolve the dispute, to the mutual satisfaction of the
parties within seven days after the commencement of the meeting of the representatives or
within 50 days after the date upon which notice was given pursuant to clause 41.1,
whichever is the earlier, then either party shall have the right to pursue the resolution
of the dispute by reference to a court of law.41.3.2.
    
    Compliance by a party with the procedures of clauses 41.1, 41.2 and 41.3.1 is a
condition precedent to that party being entitled to pursue any relief or remedy from any
court.
 42.
    
    NOTICES42.1
    
    WritingAll Communications shall be in writing.
42.2 Means of serviceAny Communication which requires something to be performed within a specified time shall
unless otherwise specified in the Contract, be hand delivered or sent by courier or
facsimile or email to the addressee at its address prescribed in the Form of Agreement.42.3
    
    Effective serviceA Communication will be deemed to have been received:
 (a)
    
    if delivered personally, on delivery;(b)
    
    if sent by facsimile, on the day of completion of transmission;
 67




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(c)
    
    if by email, on the day of completion of transmission.
 42.4
    
    Alteration of AddressesAt any time, by notice in accordance with clause 42.2, a party may substitute a new
address or facsimile number.43.
    
    PLANS43.1
    
    Plan SubmissionThe Contractor must not undertake any activity under the Contract until the Company has
approved the timing for the submission of all the Plans with approval of the Plans
occurring not greater than 2 months after the Date of this Contract.43.2
    
    Compliance with PlansThe Contractor must comply with and perform the Works and ensure that all Contract
Personnel comply with and perform the Works in accordance with the Plans unless otherwise
directed by the Company.43.3
    
    Companys DirectionsThe Company may from time to time direct deviations from the Plans. The Contractor must
comply with such directions. The Contractor is entitled to submit a claim for any
resulting increase in cost.43.4
    
    Revision on direction by CompanyThe Company may from time to time direct the Contractor to revise the whole or any part
of any of the Plans. On being so directed, the Contractor must promptly revise the
relevant plan within a reasonable time (not exceeding 10 days) and submit it to the
Company for approval. When a plan has been approved by the Company it shall become the
relevant Plan and the Contractor must adhere to it unless otherwise directed by the
Company. The Contractor is only entitled to submit a claim for any resulting increase in
cost under and in accordance with clause 27.443.5
    
    Non-Conformance
 43.5.1.
    
    In the event of any non-conformance with any part of any of the Plans, the Contractor
must take immediate action to rectify the non-conformance (which may include planning) and
within 24 hours or such other time as approved by the Company unless otherwise directed by
the Company provide the Company with details of:
 (a)
    
    the non-conformance and corrective action which the Contractor has
taken or intends to take;(b)
    
    the Contractors investigations into the non-conformance;
 68




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(c)
    
    action which the Contractor proposes to undertake in order to prevent
recurrence of the non-conformance together with details of controls which it
intends to implement in order to ensure the effectiveness of the corrective
action; and(d)
    
    the effects on the quality and performance of the Works and any
possible effect on the Production Rate.
 43.5.2.
    
    Where the non-conformance with any of the Plans is detected the Company may direct the
Contractor to immediately cease work on the Works which are affected. Those Works must not
be resumed until approved by the Company.43.5.3.
    
    The Company may reject any part of a report prepared and submitted under clause 43.5.1
or require the Contractor to clarify or expand the report or modify its proposed corrective
action if, in the Companys opinion, the Contractors proposed corrective action will not
result in conformance with the relevant Plan.
 43.6
    
    Failure to comply with PlansIf at any time the Company considers that the Contractor has not complied or will not be
able to comply with any of the Plans, the Company may, in addition to and not in
substitution for the other rights of the Company under the Contract, direct the
Contractor to:
 (a)
    
    change its practices and procedures so as to comply with the Plans;
and(b)
    
    supply suitable and sufficient labour (including Sub-Contractors),
supervision and Plant and Equipment to achieve and maintain the Plans without
additional cost to the Company.
 43.7
    
    Effect of ApprovalAcceptance or approval by the Company of any of the Plans or any variation to any of the
Plans will not relieve the Contractor from its obligations to perform the Works.43.8
    
    Review of Plans to ensure continuous improvement43.8.1.
    
    The Contractor must, as often as is reasonably necessary, having regard to any changes
from time to time to any Applicable Law, the Plant and Equipment, mine design and
geotechnical or geological conditions review and submit to the Company for approval
amendments to:
 (a)
    
    the Safety Plan;(b)
    
    the Environmental Management Plan;(c)
    
    the QA Plan;(d)
    
    the Mine Management Plan; and
 69




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(e)
    
    the Maintenance Plan;
 to ensure that the Plans are continuously improved and updated.
 43.8.2.
    
    The Company shall consider the amendments and may approve or reject at its discretion
the whole or any part of the amendments. The Contractor must amend and re-submit to the
Company any amendments necessary to secure approval of the Plans by the Company.43.8.3.
    
    If there is any conflict between the Companys methods, policies and procedures and any
of the Plans then:
 (a)
    
    the Contractor must immediately submit to the Company for its
approval a report in writing which is to contain details of the conflict and the
Contractors proposal to ensure that the conflict is resolved; and(b)
    
    until the conflict is resolved the method, policy or procedure of the
Company is to prevail to the extent of the conflict.
 44.
    
    TAXATION44.1
    
    Supply of InformationThe Contractor shall at the Companys request, supply and shall arrange for any
Sub-Contractors to supply all information to the Company in connection with the
activities under the Contract that may be necessary to enable the Company to comply with
the lawful demand for information by any government authority. In the event that the
Contractor does not supply or arrange for any Sub-Contractors to supply such information
to the Company and as a result a government authority imposes a tax or fine upon the
Company, the Contractor shall forthwith pay, or reimburse the Company for, the full
amount of the tax or fine.44.2
    
    LiabilitySubject to the Schedule of Rates, the Contractor shall be solely liable for and shall pay
when due and payable all taxes, levies and charges (including but not limited to
corporate tax, personal income tax, fringe benefits tax, payroll tax, withholding tax,
sales tax, excise and import duties, goods and services tax, consumption tax stamp duty
or any other tax or duty) which may be imposed on the Contractor in relation to the
Works, the provision of the Contractors Plant and Equipment, Goods, spare parts,
materials, consumables or supplies or the payments made under the Contract or under any
Applicable Laws. The Contractor shall be responsible for the filing of any return or
other document required by any relevant government authority or regulatory authority in
relation to any of the taxes or duties referred to in clause 44.2.44.3
    
    Tax Exemptions
 44.3.1.
    
    The benefit of any sales tax, corporate tax, income tax or any other tax or import duty
or customs excise exemptions and/or concessional rates
 70




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44.3.2.
    
    Where the Company and its contractors (including the Contractor) are entitled to an
exemption or concession concerning sales tax, corporate tax, income tax or other tax or
import duty with respect to equipment, materials or supplies, the Company shall use its
best endeavours to assist the Contractor to claim such concession or exemption. Should the
Contractor, through no fault of the Company, fail to obtain a concession or exemption to
which it is entitled, the cost of the tax or duty payable as a result shall not be paid by
or passed onto the Company but shall be the responsibility solely of the Contractor.44.3.3.
    
    Unless otherwise instructed by the Company, customs exemption applications in respect of
Goods to be imported shall be made by the Company. If, as a result of the granting of an
application, the cost to the Contractor of the relevant Goods is less than the amount which
has been allowed for that item in the Contract Price, the Contract Price shall be reduced
by an amount equal to the difference.
 44.4
    
    Withholding TaxThe Company may, pursuant to any Applicable Law, rule, guideline or direction either
withhold taxes on payments to be made to the Contractor and pay over the same to the
appropriate taxing authority or deduct the same or set-off the same against payment from
the Company upon invoice. Unless the Contractor satisfies the Company that it is
entitled to a reduction, the maximum amount of tax may be withheld. In the event of any
such withholding the Company shall furnish the Contractor with documented evidence of
such payments within sixty days.44.5
    
    IndemnityThe Contractor shall indemnify and keep indemnified the Company from and against any
liability for any taxes, payments, charges, fees or penalties which may be imposed upon
the Company as a result of any non-compliance with this clause 44.44.6
    
    GST
 44.6.1.
    
    All amounts referred to in this Contract other than in this clause are GST exclusive.44.6.2.
    
    In this clause 44.6;
 (a)
    
    GST Law means the Commonwealth act entitled A New Tax System
(Goods and Services Tax) Act 1999;(b)
    
    words defined in the GST Law have the same meaning;
 71




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(c)
    
    if a person is a member of a GST group, references to GST which the
person must pay and to input tax credits to which the person is entitled include
GST which the representative member of the GST group must pay and input tax
credits to which the representative member is entitled;(d)
    
    if a person is notionally liable to pay GST or is liable to pay an
amount which is treated as GST under the GST Law, references to GST which the
person must pay extend to any notional liability of the person to pay GST and
references to an input tax credit extend to any notional input tax credit to which
the person is entitled.
 44.6.3.
    
    In addition to paying the Contract sum (which is exclusive of GST), the Company must:
 (a)
    
    pay to the contractor, upon receipt by the Company of a valid tax
invoice, an amount equal to any GST payable on any supply by the contractor under
or in connection with this contract, without deduction or set-off of any other
amount;(b)
    
    subject to the receipt by the Company of a valid tax invoice, make
that payment as and when the payment or part of it must be paid or provided,
irrespective of whether the invoice is disputed.
 44.6.4.
    
    If a payment to satisfy a claim or a right to claim under or in connection with this
Contract gives rise to a liability to pay GST, the payer must pay, and indemnify the payee
against the amount of that GST subject to the receipt of a valid tax invoice.44.6.5.
    
    If a party has a claim under or in connection with this Contract for a cost on which
that party must pay GST, the claim is for the cost (reduced by the input tax credit to
which that party is entitled) plus all GST.44.6.6.
    
    If a party has a claim under or in connection with this Contract whose amount depends on
actual or estimated revenue or which is for a loss of revenue, revenue must be calculated
without including any amount received or receivable as reimbursement for GST (whether that
amount is separate or included as part of a larger amount).
 72




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ANNEXURE 1
 Release
 THIS DEED OF RELEASE the Contract
 IN CONSIDERATION HEREBY WAIVES RELEASES AND FOREVER
DISCHARGES HEREBY INDEMNIFIES AND HOLDS HARMLESS SAVE AND EXCEPT ONLY
  Director
    
    Director/SecretaryPrint Name
    
    Print Name
 73




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SCOPE OF WORKS
(FIXED & VARIABLE)




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1.
    
    GENERALThe Scope of Work describes expressly or by necessary implication the work which may be
required to be carried out pursuant to this Contract. The Contract is described as a fixed
and variable contract arrangement with a Term of approximately 3 years commencing 1 July
2005.The Contractor shall design (where applicable), supply, construct, install, commission,
maintain and complete the Works in accordance with the Contract and to the standards and
acceptance criteria more fully described in the Specification and Drawings.The Contractor shall provide all Contract Personnel including supervision, facilities
(excluding buildings), services, plant, tools, construction equipment, materials, skills,
methods of work and shall do or provide all other things whatsoever required to complete
the Works except those materials and equipment to be supplied by the Company specified in
Clause 4 of this Scope of Work.Plant and Equipment to be provided by the Contractor shall without limitation include
drills, loaders, trucks, tool carriers, graders, rollers, water carts, cranes, forklifts,
light vehicles, pumps, fans, electrical reticulation, distribution and starters, ground
support, shotcrete, fibrecrete, concrete, explosives, welding, rigging, scaffolding,
staging, formwork, trenching, excavating, cabling, piping, valves, lighting, road
construction and road maintenance equipment.2.
    
    DESCRIPTION OF THE WORKSWithout limiting the generality of any other provisions of the Contract, the Works shall
include the following, payment for which shall be made in accordance with the fixed and
variable tables contained in the Schedules.2.1
    
    MobilisationMobilisation to the Site of all Contract Personnel, Plant & Equipment and all things
necessary for the transportation, unloading and establishing the Contractors Personnel,
supervision, facilities, services, plant, tools, construction equipment, materials, and
consumables at the Site.Vehicles in excess or 10 tonne (Gross) are only permitted to enter or leave the site
between 07:00 hrs and 18:00 hrs Monday to Friday.




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2.2
    
    DemobilisationAll things necessary for the loading and transportation of the Contractors Personnel,
supervision, facilities, services, plant, tools, construction equipment, materials, and
consumables off the Site.Collection, cleanup and disposal off Site as approved by the Company of all construction
debris, waste, garbage, liquid materials, hydrocarbon products and surplus materials.Termination of all power, water, communication, and waste water services at termination
points approved by the Company.Clean up, grading, rectification and return to the Company of the Contractors lay down
areas in an as supplied condition adequately graded and drainage reinstated.Clean surface facilities and return in as provided condition with reasonable allowance for
fair wear and tear.The Contractor is required to finalise and/or provide, prior to demobilisation from the
Site or progressively at the times agreed between the parties, all the documentation
required under the Contract including all reports, statistics, records, safe work
procedures, designs, Drawings, Test results, etc. developed for the Site and submitted in
a form acceptable to the Company.2.3
    
    Establishment2.3.1.
    
    AppointmentsProvision of suitably skilled, competent and qualified people to be appointed or approved
by the Company to the following positions:
 (a)
    
    Electrical supervisor(b)
    
    Shift supervisors(c)
    
    Safety training co-ordinator(d)
    
    Magazine keeper
 The Contractor will be required to assist in the coordination of regulatory approvals for
the Site through the Companys Representative.2.3.2.
    
    InductionAttendance and active participation in the Companys general surface induction for all
Contract Personnel prior to commencing at the Site.The development and implementation of an approved underground induction for all people
working in or visiting the underground Works which includes the Companys personnel and
other Contractors.2.3.3.
    
    Emergency Response




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Provision of a minimum of four people to actively train as members of the Companys
emergency response team. Training will be provided by the Company. The Contractor will
make the nominated emergency response team members available for training (to a maximum of
6 hours per week), competition and first response in the event of an emergency at the
Site.Active participation in and support of the regional emergency response team and emergency
services.2.3.4.
    
    Plans, Documents, etc.Provision of the initial Plans under Clause 43 of the General Conditions.Provision of all documentation required under the Contract including all reports,
statistics, records, safe work procedures, designs, Drawings, Test results, etc. derived
for the Site and submitted in a form acceptable to the Company.2.3.5.
    
    House Keeping and Waste ManagementImplementing a system, in consultation with the Company, to ensure the Site is maintained
in a neat and tidy condition with rubbish and waste products removed from the Site and
disposed of in a manner approved by the Company.2.3.6.
    
    Surface FacilitiesAssistance in the licensing, setting up and commissioning of any additional facilities
required by the Contractor to those listed in Clause 4 of this Scope of Work.Making operational, and maintaining the Contractors workshop, surface facilities and
infrastructure including the provision of workshop facilities and consumables necessary
for maintaining the Plant and Equipment.2.3.7.
    
    Underground AreasSetting up, connection to supply points, making operational, cleaning and maintaining any
underground services, facilities and infrastructure required by the Contractor.2.3.8.
    
    OrganisationEstablishing effective planning and communication processes to ensure clear and precise
communication within the Contractors work crews and with the Companys project team.2.3.9.
    
    SupervisionImplementing effective supervision and supervisory protocols to ensure the safe and
effective delivery of the Works.2.3.10.
    
    Quality Control




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Establishing and implementing a Quality System and Quality Management programme to ensure
effective and efficient delivery of the Works.2.3.11.
    
    Document ControlEstablishing and implementing a document control system for the preparation, submission
and receiving of notices, records, reports and other documents under the Contract.2.3.12.
    
    Explosives ProceduresEstablishing and implementing effective procedures for purchase, delivery, transporting,
secure storage, stock control, handling, loading and initiation of detonators and
explosives to ensure the safety of all people and integrity of the Site.2.4
    
    Surface Work and OperationPerforming and completing surface work as follows:
2.4.1. Surface FacilitiesCleaning and maintenance of that equipment and facilities provided by the Company under
Clause 4 with the exception of the office, crib room and ablution facilities which will be
cleaned by the Company.Cleaning and maintenance of workshop, stores, wash down facilities, waste oil and
hydrocarbon facilities and all lay down areas.2.4.2.
    
    Road MaintenanceRoad maintenance including dust suppression of existing surface roads and the portal area.2.4.3.
    
    Surface StockpilesConstruction, operation and maintenance of all surface stockpiles/dumps and the safe
operation of the surface stockpiles during the hours of darkness.Stockpiling of ore and mullock separately on clearly marked surface stockpiles, including
batch stockpiling and rehandling of ore from separate sources in separate locations.Safeguarding ore and ensuring that ore is not lost or diluted with lower grade ore or
mullock.2.4.4.
    
    Surface DrainageMaintaining adequate drainage around the perimeter of the portal to ensure water run off
does not enter the underground mine.Coordination and assistance in the maintenance of the triple interceptor on the surface
refuelling facility capturing drainage from the refuelling station and the wash down bay.




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2.4.5.
    
    Surface Electrical DistributionIn consultation with the Company the design, maintenance and extension of the surface
electrical distribution system from the nominated supply points. Maintenance of the
Company supplied electrical distribution and facilities at the workshop, portal area and
process water system.2.4.6.
    
    Supply, installation and maintenance of the self rescuers and caplamps including the
charging rack/s required to complete the Works. The Company will purchase these items over
the first 12 months of the Contract.2.5
    
    Underground Work and OperationsPerforming and completing underground work as follows:2.5.1.
    
    Planning and CommunicationDetailed progressive planning, scheduling and reporting of the work completed against the
plan, together with regular clear and defined communication with the Companys project
team to ensure complete understanding and timely approval of the ensuing work plan.2.5.2.
    
    Barricades and SignageSupply, installation and maintenance of effective barricades and signage at all accesses
to designated or at risk areas.2.5.3.
    
    Communication SystemMaintenance and extension of the surface and underground telephone communications system.Installation of the Company supplied leaky feeder communications system.
Provision of operational radios in all the Contractors vehicles.
2.5.4. Secondary EgressThe Contractor will be required to perform inspection and minor maintenance of the second
means of egress for the mine.The Company shall supply any Goods and materials required for the upgrading or major
maintenance of the second means of egress.2.5.5.
    
    Underground FacilitiesOperation and maintenance of that equipment and facilities provided by the Company under
Clause 4.2.5.6.
    
    SurveySafe guarding Datum Points and promptly advising the Company of any damage to Datum Points
or the need to extend survey control in advance of the requirement.




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The Contractor shall provide safe and suitable access to the backs and working areas for
the installation of Datum Points and the setting out or picking up of any development
information.Marking up all excavation from the Datum Points.2.5.7.
    
    Miscellaneous WorkThe carrying out of miscellaneous work required from time to time by the Companys
Representative.2.5.8.
    
    ExcavationSafe and timely excavation/support of underground development and other excavations in
accordance with the Contract Programme including:
 (a)
    
    decline and associated development,(b)
    
    passing bays and loading bays,(c)
    
    stockpile bays,(d)
    
    level, incline and decline development,(e)
    
    sumps,(f)
    
    ventilation cuddies and rises,(g)
    
    diamond drill cuddies,(h)
    
    emergency egress cuddies and rises,(i)
    
    pump stations,(j)
    
    exploration development,(k)
    
    ore development,(l)
    
    stripping,(m)
    
    vertical and inclined rises,(n)
    
    ventilation shaft access, and(o)
    
    fan station.
 2.5.9.
    
    Ground SupportSupply and complete installation of ground support, concurrent with excavation, in
accordance with the Specifications and Drawings unless otherwise approved by the Company.Ground support may include but not be limited to:
 (a)
    
    Friction rock bolts (splitset or equivalent) complete with pressure plate
and butterfly plate,




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(b)
    
    Fully encapsulated resin bolts complete with bearing plate,(c)
    
    Fully cement grouted rebar complete without a bearing plate,(d)
    
    Cable bolts (single and double strand),(e)
    
    Straps,(f)
    
    Mesh,(g)
    
    Shotcrete,(h)
    
    Fibrecrete.
 The Contractor shall carry out all monitoring and testing of ground support as specified
by the Company to ensure compliance with the Specifications, the efficacy of installation
and ongoing integrity of support.
 2.5.10.
    
    Probe Holes and SamplingThe Ballarat East Mine is in an area that has a history of old mine workings that may
contain water and may not be completely mapped. Probe hole and sample drilling will be
required concurrently with development.The Contract Programme must make allowance for drilling 3 probe holes per cut with each
hole being twice the length of the drilled round. Payment for probe hole drilling is
included in the rates in the Schedules.2.5.11.
    
    Diamond Drill CuddiesExcavation, support, ventilation, servicing and electrical reticulation to diamond drill
cuddies.The Contractor may utilise the diamond drill cuddies as development stockpiles until
required for diamond drilling operations. Up to 3 diamond drill cuddies will be
operational for diamond drilling at any one time.Diamond drill cuddies are to be made safe and the floor bogged to grade with windrows and
other loose material removed from the floors. Air and water droppers are to be provided at
grade line height at the entrance to the cuddy, with a sump and provision for water
management on the lower side of the cuddy.Appropriate ventilation and overhead lighting is to be provided in the diamond drill
cuddy, with power provided to a distribution board located at the entrance to the diamond
drill cuddy.2.5.12.
    
    Load and Haul of Ore and MullockLoading, hauling, rehandling and delivery of ore and mullock to nominated stockpiles and
tipping points.Reporting on a shift basis the source, destination and classification of all material
movements.




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The practical implications of the noise limits stated in the specification is that ore and
mullock material will have to be dumped in the portal during the hours of 22:00 hrs to
07:00 hrs and then rehandled to the surface stockpile during the hours of 07:00 hrs to
22:00 hrs.In addition on Sundays, ore and mullock material will have to be dumped in the portal
during the hours of 07:00 hrs to 10:00 hrs and then rehandled to the surface stockpile
during the hours of 10:00 hrs to 22:00 hrs.Company may direct the Contractor to stockpile material in the box cut at other times due
to noise restrictions. This material will be rehandled by the Contractor to the designated
dump when the restrictions are lifted.2.5.13.
    
    Stockpiles and DumpsConstruction, operation and maintenance (including dust suppression) of all underground
stockpiles and dumping positions.Safeguarding ore and ensuring that ore is not lost or diluted with lower grade ore or
mullock.2.5.14.
    
    Oversize and Secondary BreakageStockpiling of oversize material separately and secondary breaking to ensure the maximum
dimension of any rock is less than 700mm before such material is delivered to a surface
stockpile.2.5.15.
    
    Travel WaysThe regular check scaling, maintenance and making safe all development headings and travel
ways. Results of such activities shall be reported to the Company on a monthly basis.2.5.16.
    
    Road MaintenanceConstruction and maintenance of underground roads (including dust suppression) and
drainage of roads to direct water to a drain on the side of the road for collection in
appropriately positioned sumps.Maintaining underground roads in a trafficable condition.2.5.17.
    
    DewateringMonitoring and maintenance of the Company supplied pumping system at the North Woah Hawp
shaft. Any Goods or material required for the upgrading or replacement of the dewatering
system will be supplied by the Company.Supply, installation, commissioning and maintenance of a pumping system including pump
lines, sumps and all other facilities to dewater the Works to the delivery point within
the existing workings eg into the 130 level.Pump starters to the main dewatering pumps are to be fitted with hour meters.




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Dewatering includes removal of water produced during diamond drilling operations.Dewatering lines and electrical reticulation is to be installed to the lower pump station
shown on the Drawings. Pumping installation including the pumps and pump starters become
the property of the Company at the Completion Date.Pumping and removal to the surface disposal point of 12 litres per second of ground water
inflow from each development face and as a minimum 45 litres per second averaged over a 24
hour period from the Works.The quality of the discharge water is imperative to the success of the project.2.5.18.
    
    Air and Water ServicesSupply, installation and maintenance of compressed air and process water reticulation in
the underground Works.Once installed compressed air and water reticulation including valves, pressure reducers
and take offs must not be removed without the approval of the Company and the
installations become the property of the Company at the Completion Date.2.5.19.
    
    Electrical ReticulationSupply, installation, maintenance and extension of both high voltage and low voltage
electrical reticulation from the supply points. The installed electrical reticulation
including the starter boxes and distribution boxes becomes the property of the Company at
the Completion Date.Supply, installation and maintenance of portable and fixed lighting in the underground
areas. Specifically the underground areas are substations, magazines, main pumping
facilities and diamond drilling cuddies. Decline lighting in general is not required.Maintenance of the high voltage cable from the supply point to the 130 m level and the
Companys substation, fan and pump at the 100m level.Provision of updated single line diagram of the electrical distribution for the Works
within 7 days of the end of each calendar month.2.5.20.
    
    Ventilation
 (a)
    
    Primary Ventilation
 (i)
    
    Maintenance of the existing primary ventilation fans at
the 100 level;(ii)
    
    Maintenance labour for the primary ventilation fans and
associated equipment to be installed at 155 level; and(iii)
    
    Installation and maintenance of ventilation control
devices such as ventilation barricades, parachutes and regulators as
supplied by the Company.




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##### 



(b)
    
    Secondary Ventilation
 (i)
    
    Design, supply, installation, monitoring, maintenance and
removal of secondary ventilation system including fans, starters, electrical
cabling, consumables and ventilation ducting as required for the completion
of the Works; and(ii)
    
    At the Completion Date ventilation ducting will be
installed to within 20 metres of all blind development faces and remain the
property of the Company along with all secondary fans, starters, electrical
cabling and consumables.
 (c)
    
    Diesel Emission Testing
 (i)
    
    Diesel emission testing (including opacity testing) of
the Contractors and Companys diesel engines on the Site. Reporting to the
Company the results of those tests on a monthly basis.
 2.5.21.
    
    Shotcrete / FibrecreteSupply and installation of shotcrete/fibrecrete for surface support, ground support,
barricade construction and minor civil structures.2.5.22.
    
    Miscellaneous DrillingMiscellaneous drilling as required by the Contractor to complete the Works or as directed
by the Company including:
 (a)
    
    Sludge holes for grade control purposes(b)
    
    Drain holes(c)
    
    Cable bolt holes(d)
    
    Pilot and probe holes
 2.5.23.
    
    Maintenance of Existing Development and other ExcavationsEnsuring that the portal and all accessible excavations are kept safe for travelling at
all times or are secured and barricaded against unauthorised access.Regular inspection, check scaling and making safe all travel ways and do any other thing
whatsoever required to ensure excavations remain safe.In addition the Contractor shall at monthly intervals carry out comprehensive scaling of
the backs and walls of the entire decline and all other active work areas.




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##### 



3.
    
    EXCLUSIONSThe Contractors Scope of Work shall not include the following items:
 (a)
    
    Provision of a Mine Manager;(b)
    
    Geological design;(c)
    
    Mine design;(d)
    
    Survey control;(e)
    
    Geotechnical design;(f)
    
    Provision of emergency response equipment and facilities;(g)
    
    Site environmental monitoring; and(h)
    
    Primary ventilation design and monitoring.
 4.
    
    RESPONSIBILITIES OF THE COMPANYThe Company shall by the Commencement Date or within the period(s) stated provide the
following equipment, facilities and services to the Contractor at the Site:4.1
    
    Mine ManagerThe Company will provide the Mine Manager.4.2
    
    First Aid CentreFirst aid post located at the administration offices available for use by the Contractors
personnel for treatment of work related injuries. The Company will not provide manning
for this facility on a 24 hour basis.4.3
    
    Secondary EgressNorth Woah Hawp shaft as a second means of egress.North Woah Hawp shaft is approximately 1.2m x 3.3m, timber lined and approximately 100m
deep. The shaft is separated into three compartments with a ladder way. A 13
3/8 inch steel casing is installed from the surface to 259m depth
for dewatering.4.4
    
    Primary Ventilation3x 55 kW fans are installed and operational in a bulk head at the base of the shaft for
primary ventilation. These fans were refurbished in 2004.4.5
    
    Office TelephoneAccess to telecommunications facilities at the Company supplied offices of the Contractor.
Telephone calls and rental charges will be paid for by the Company.




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##### 



4.6
    
    Leaky FeederProvision of cable and hardware for leaky feeder communications system.4.7
    
    Work Shop, Office and Change HouseThe Site is presently being cleared and earthworks are in progress for the establishment
of a processing plant and other facilities. The Contractor will be supplied buildings,
workshops, changerooms, etc. that are suitable for the use of their needs.4.8
    
    Electrical Reticulation
 (a)
    
    35 square mm 11 kV cable from 3,150 kVA surface transformer to 920m decline
chainage.(b)
    
    500 kVA 11kV / 415V transformer substation at approximately 700m decline
chainage feeding existing pump and fans.
 4.9
    
    Computers and Server AccessAccess to the Companys server for email purposes.4.10
    
    Survey ControlDay shift survey control Monday through Friday. It is envisaged that as the Site
increases in size and complexity on call survey coverage maybe required over weekends.4.11
    
    Sampling, Ore Definition and Grade ControlThe Company shall be responsible for chip sampling of the face and walls of development
faces prior to the commencement of drilling operations and shall provide sample bags for
grab sampling and sludge sampling by the Contractor. As operational needs dictate then
chip sampling maybe required on a 24 hour basis.4.12
    
    Explosives MagazinesUnderground explosives magazine licensed for 20 tonne capacity.Underground detonator magazine licensed for 10,000 detonator capacity.4.13
    
    Surface Fuel Facility20,000 litre underground fuel storage tank and fuel pump.4.14
    
    Electric CompressorOne (1) only 300 cfm 100 psi electric compressor and air receiver installed adjacent to
the portal in an as is where is condition. The Contractor shall be responsible for
servicing and maintenance of the compressor and air receiver. Any upgrading of the
facility will be the responsibility of the Company.




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##### 



4.15
    
    Process Water Reticulation
 (a)
    
    Process water pump and delivery line from process water dam to
approximately 75,000 litre header tank.
 (b)
    
    Process water header tank, pressure pump and reticulation.
 4.16
    
    North Woah Pumping System
 (a)
    
    One (1) only Grundfos SP75-26 submersible pump.(b)
    
    One (1) only spare Grundfos SP76-20 submersible pump.(c)
    
    246m Wellmaster riser.(d)
    
    Overland pipeline consisting of 800m of 225mm diameter polyethylene pipe.(e)
    
    Power supply cables and switch gear.(f)
    
    Valves and fittings.
 4.17
    
    Decline Rising Main
 (a)
    
    2 x 150mm diameter steel victaulic pipes from approximate decline chainage
900m to rising main borehole at 640m chainage.(b)
    
    9 5/8 inch steel cased borehole from surface to
decline chainage 640m.(c)
    
    225mm diameter polyethylene pipe connecting from rising main borehole to
overland pipeline.
 4.18
    
    Existing Decline Services
 Following decline services to approximate decline chainage 900m:(a)
    
    150mm steel victaulic compressed air line.(b)
    
    90mm Class 12 polyethylene water supply pipe.(c)
    
    Phone cable.
 4.19
    
    Underground Refuge ChambersThe Company will supply any underground refuge chamber/s required for the safe operation
of the underground Works.
 5.
    
    TEMPORARY SERVICES AND FACILITIESExcept as expressly stated in Clause 4 of this Scope of Work, the Contractor shall, as
part of the Contract supply, install, relocate, maintain, clean and afterwards remove all
of its temporary construction services, facilities and utilities necessary for full and
complete performance of the Works. These temporary services may include items such as:




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##### 



(a)
    
    Batching plant or storage facilities for mixing of shotcrete/fibrecrete:
and(b)
    
    Portable maintenance tooling supplied for the Plant & Equipment.
 6.
    
    ACCESSThe Ballarat East Gold Project is located near the City of Ballarat, Victoria,
approximately 120 km north of Melbourne. Access to the Site is shown on the Drawings.7.
    
    COMMENCEMENT POSITIONS FOR EXCAVATIONCommencement positions of the Works are shown on Drawing No. BGF 040078.
    
    SUPPLY LIMITS FOR COMPANY SUPPLIED SERVICESThe supply limits for Company supplied services shall be:8.1
    
    Construction PowerHigh voltage power to an 11 kV switch located adjacent to the decline portal on the
surface.Low voltage power to workshop and store.8.2
    
    Water SupplyTreated mine water at the process water dam located on the surface.Potable water to the change room and crib room for personnel use. Limited potable water
is available for workshop use.8.3
    
    Water DisposalWater disposal within the existing workings eg into the 130 level.8.4
    
    CommunicationTelephone facilities at the surface switch board.9.
    
    KEY DATESThe key dates for the Works are:
 Commencement Date
    
    1 July 2005Practical Completion (3 years)
    
    30 June 2008




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##### 



10.
    
    DRAWINGSThe Drawings listed below are taken from Mining Contract M08 and form the indicative basis
for establishment at the Site. The Site was undergoing significant earthwork and
expansion, therefore some Drawings such as BGF 04001, BGF 04007 and BGF 04013 will be
superseded over time when details of any changes are finalised.
 (a)
    
    Location Plan to show the Site in relation to Ballarat and Ballarat in
relation to Melbourne,(b)
    
    BGF 04001Surface Plan of Site to show Contractors facilities, roads to be maintained by
the Contractor, lay down areas and supply points for Company supplied services,
process water dam and reticulation system for which the Contractor assumes
responsibility,(c)
    
    BGF 04007Plan to show:
 
    
    Position of development faces at the commencement of the Contract,
    
    Electrical reticulation, ventilation and facilities for which the
Contractor assumes responsibility,
    
    Development and other excavation included in the Works,
    
    Location of diamond drill sites and services to be provided by the
Contractor as part of the Works.
 (d)
    
    BGF 04013Drawings to show the dimensions and layout of stockpiles/drill cuddies.(e)
    
    BGF 04018 to BGF 04021Drawings to show development profiles including required services and road
pavement, and proposed ground support regimes.




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##### 



SPECIFICATIONS
(FIXED & VARIABLE)




---



##### 



1.
    
    GENERAL1.1
    
    ApplicationThis Specification describes the type and nature of work, materials, equipment, methods,
sequences, standards, codes and acceptance criteria for the Works at the Ballarat East
Gold Project.This specification shall be read in conjunction with all other documents including any
reports, test results, analysis and plans that, by their reference, form part of the
Contract.1.2
    
    Statutory RequirementsThe Works shall be performed in compliance with the requirements of the Victorian
Occupational Health and Safety Act 2004, the Occupational Health and Safety (Mines)
Regulations 2002, and the requirements of all Statutory Authorities having jurisdiction in
respect of the Works.1.3
    
    Standards and CodesThe Works and any testing shall be performed in accordance with the latest revision of the
relevant Australian Standards and Codes unless specifically required by the Contract,
together with the Companys Safety Management System.1.4
    
    DesignWhere part or parts of the Works are required to be designed, such designs shall be
submitted with all relevant calculations and back up data for the Company Representatives
approval. Detail engineering drawing and shop detailing shall not commence without
approval to proceed from the Companys Representative.1.5
    
    Engineering DetailsWhere detail engineering drawings, shop detail drawings, equipment lists, bolting
schedules or bar bending schedules are required to complete the Works, such details shall
be submitted for the Companys approval.1.6
    
    MaterialsAll Goods forming part of the Works shall be new and undamaged and samples or
manufacturers descriptive technical literature, MSDS and hazardous Goods register shall
be submitted for the Companys Representatives approval.2.
    
    EXCAVATION QUANTITIESAny quantities quoted in the Schedules or Drawings are indicative only and maybe increased
or decreased at the Companys discretion.




---



##### 



There are no limits of accuracy on any quantities and the Contractor is to perform the
work irrespective of the actual quantity for the rates shown.3.
    
    SURFACE WORK AND OPERATIONS3.1
    
    Dust SuppressionThe portal area, surface roads and workshop/laydown areas shall be watered as required to
suppress wind blown or vehicle generated dust.3.2
    
    Noise AbatementNoise levels within 10m of a residence shall not exceed:
 (a)
    
    54 dB(A) between 07:00hrs and 18:00 hrs and at specific monitoring sites 50
dB(A)(b)
    
    48 dB(A) between 18:00 hrs pm and 22:00 hrs and at specific monitoring
sites 44 dB(A)(c)
    
    43 dB(A) between 22:00 hrs and 07:00 hrs and at specific monitoring sites
42 dB(A)
   3.3
    
    Containment of Contaminated WaterThe portal and Contractors lay down areas shall be graded so that all stormwater runoff
which may be contaminated by hydrocarbons or other chemicals is contained.Impervious bunds shall be constructed around all fuel or oil storage areas required by the
Contractor. The bund shall be large enough to contain at least 120% of the capacity of the
largest tank. A collection sump shall be provided in the floor of the bunded area to
facilitate the removal of liquids. Pipe work from the bunded area shall pass over the bund
wall.4.
    
    MINING ORE AND WASTE4.1
    
    GeneralMine development and other excavation shall be carried out by the Contractor to remove ore
and waste materials at a rate sufficient to meet or exceed the agreed Contract Programme.




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##### 



All underground excavation, ground support and related work shall be carried out in
accordance with methods approved by the Company.The Contractor shall use best practices available to minimise ground disturbance and over
break. Precise perimeter control on drilling and blasting operations will be undertaken
at all times to ensure excavation profiles are as smooth and uniform as practical. The
Companys Representative may require additional perimeter holes and alternate drilling
patterns be adopted to achieve this result.The backs of all excavations shall be mined with a smooth continuous profile to exclude
any saw tooth steps between each cut. The backs and walls of excavations shall be
regularly scaled and maintained free from loose material.Floors shall be bogged to allow a roadway to be properly constructed to grade from crushed
or screened rock. Unfinished roads shall be maintained to provide a smooth travel way free
of windrows and other loose material.The Contractor shall undertake the Works in such a way as to reduce the amount of waste
rock included in ore mined to practical minimum.Scrap, rock bolts, pins, drill steels, bits, paint cans and other debris shall be removed
from mined excavated material prior to delivery to the stockpile(s).4.2
    
    Geological Control for MiningThe Companys Representative will be responsible for the definition and delineation of
ore. All materials not classified by the Companys Representative as ore or as low grade
shall be treated as waste. Ore and waste shall not be mixed.Ore development shall be under geological control or survey control.The Contractor shall report to the Companys Representative any material defined as waste,
which it suspects may contain ore. This material shall be stockpiled separately until the
classification can be confirmed.Face sampling and mapping of development faces and other excavations will be performed by
the Company. The Contractor is to provide safe access to the working areas for the
Companys personnel and assistance with the use of Plant and Equipment for working at
heights.Sludge drilling and sampling will be specified by the Company Representative. The
drilling sludge is to be collected and placed into a numbered calico sample bag supplied
by the Company. The Companys Representative may also require face holes to be sampled.During ore development and mining the Contractor shall allow access to the Companys
geologists for sampling stockpiled ore. This ore shall be




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##### 



discretely stockpiled and uniquely identified until sampled. The Companys geologist
shall be available to carry out sampling when required.All sludge and grab samples taken by the Contract Personnel shall be delivered to an
agreed location on the surface at the end of each shift.4.3
    
    Setting Out Of Excavations4.3.1.
    
    Excavation in MullockPrior to the drilling of any blast holes in a mullock development face or other mullock
excavation, as a minimum:
 (a)
    
    the face and work area is to be washed down and made safe,(b)
    
    butts washed out,(c)
    
    centre line painted on face,(d)
    
    grade line painted across entire width of face,(e)
    
    grade line extended along both side walls to form a continuous grade line,(f)
    
    perimeter of the design excavation is to be clearly painted on the face,(g)
    
    heading alignment determined by reference to a Datum Point.
 4.3.2.
    
    Excavation in OrePrior to the drilling of any blast holes in an ore development face or other ore
excavation, as a minimum:
 (a)
    
    the face and work area is to be washed down and made safe,(b)
    
    butts washed out,(c)
    
    hanging wall and footwall contacts marked on the face,(d)
    
    grade line painted across entire width of face,(e)
    
    grade line extended along both side walls to form a continuous grade line,(f)
    
    perimeter of the design excavation is to be clearly painted on the face,(g)
    
    heading alignment determined by reference to a Datum Point.




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##### 



5.
    
    EXCAVATION TOLERANCESExcavation shall be undertaken to the dimensions, gradients and lengths specified on the
Drawings or other instruction issued by the Company. The dimensions specified shall be the
minimum clear dimensions for the excavations. Tolerances shall be +250mm outside design
and 0 (zero) within design.The centre line of all excavations shall not deviate from the centre line specified on the
Drawings or other instructions issued by the Company by more than 100 mm at any point
along its length.All dimensions shall be measured in a plane perpendicular to the centre line of the design
excavation. Ground support shall not protrude more than 100mm inside the minimum opening
development dimensions.Drilling shall be carried out in accordance with the mark up of the Works as accurately as
possible and drill holes shall be as straight as possible, re-drilling required due to
inappropriate methods of drilling or inaccuracy shall be at the Contractors expense.The Company may require development openings to be measured to confirm they are within
specified tolerances. In the event any Works are found to be outside of specified
tolerances, the Company may require the Contractor to undertake remedial work to meet the
specified tolerance requirements. In the event remedial work is required the Contractor
shall take all steps necessary to ensure that any further remedial work is minimised by
the application of industry best practices. .6.
    
    ROADWAYS6.1
    
    GeneralThe finished roadways shall be as shown on the Drawings.The gradient of all roadways shall not exceed the design gradient over any 10m length and
shall slope in a direction to ensure that water cannot accumulate but is directed to a
drain at the side of the road and finally to a sump.Road base or waste material shall not be used to form roads in ore drives unless approved
by the Company.6.2
    
    Decline and Cross CutsConstruction and maintenance of the decline and cross cut roads shall include placing of
+50mm basalt i.e. fines free basalt and capped with another approved road base material to
provide a firm workable road base for use by heavy mining equipment to the satisfaction of
the Company.The decline and cross cut roadways shall consist of a minimum 300 mm thick compacted road
base material as necessary to provide a firm base




---



##### 



and to level any dips created during mining operations. Suitable road base material shall
be supplied by the Contractor.Decline roadways are to be constructed to grade with final road surfaces to be completed
to within 100m of the decline face.Roadways shall be cross graded as shown on the Drawings. If required, culverts or other
drains shall be constructed to allow continuous drainage without interruption by loading
bays, passing bays and the like. Water shall not be allowed to pond and shall be
channelled to a collection sump for pumping to the surface disposal point.7.
    
    EXPLOSIVES AND BLASTING OPERATIONSThe Contractor shall obtain prior approval from the Companys Representative for its
explosives procedures before any explosive or accessaries are delivered to the Site. These
procedures shall include purchase, delivery, transporting, secure storage, stock control,
handling, loading and initiation of detonators and explosives to ensure the safety of all
people.All persons who use explosives must be the holder of a Licence to Use Explosives for
underground mines issued by the Department of Primary Industries.The Contractor shall provide sufficient duly experienced and competent people to ensure
that all work in connection with explosives is correctly supervised and is carried out in
accordance with statutory and industry requirements in a safe and efficient manner.When carrying out blasting operations the Contractor shall take all necessary precautions
for the proper protection of persons, the Works and all property and shall be responsible
for making good any damage caused by the handling, transporting, storage or use of
explosives.Blast vibration at any residence or sensitive structure on the surface shall not exceed
2mm/sec PPV (Peak Particle Velocity). The Contractor must cooperate with the Companys
blast monitoring protocols including the provision of suitable notice of firing so that
blast monitoring can be initiated.Other than between the hours of 22:00 and 07:00 firing times will generally be
unrestricted but the Contractor must comply with the noise abatement requirements
specified in Clause 3.2 of this Specification. Firing between the hours of 22:00 and 07:00
will be permitted in those areas approved by the Company Representative.The use of safety fuse is not permitted.




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##### 



8.
    
    MINE SERVICES8.1
    
    InstallationProcess water, compressed air and dewatering lines shall be as a minimum Class 12 HDPE and
located as shown on the Drawings.Installed pipe lines must be straight, parallel to the grade line and supported at
intervals not exceeding 2.5m so that they are secure and cannot slip.Pipe lines must be maintained free of leaks and damage.8.2
    
    Processed Water and Compressed AirProcess water and compressed air reticulation shall be 110mm diameter in the declines and
63mm diameter in other development.Air and water droppers shall be installed at grade line height equipped with 25mm valves
and fittings for 25mm Surelock connections at intervals not exceeding 120m in all
development.Isolation valves shall be installed above each dropper and at the commencement of each
branch line off the decline in order to isolate both that branch line and the decline
below that branch line.The process water reticulation shall include a system of reducing water pressure to an
appropriate working pressure.8.3
    
    DewateringRising main will consist of 2 x 150mm steel victaulic pipes with style 77 couplings and
secured to hangers.Water delivered to the surface disposal point shall not exceed 500 mg per litre total
suspended solids.9.
    
    GROUND SUPPORT9.1
    
    GeneralGround support shall be installed as soon as practical after each round is fired and
before the next round is drilled. Minimum installation requirements are shown on the
Drawings. It shall be the responsibility of the Contractor to be continually aware of
ground conditions at all times. Safety shall be paramount and the Contractor shall
immediately bring to the attention of the Company any areas where it considers that ground
support design is inadequate so that all necessary steps can be taken to correct the
deficiency.The Contractor shall undertake regular testing of ground support to ensure the integrity
of its installation methods and efficacy of the ground support installed. The testing
requirements are listed below:




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##### 




    
    Splitsets
 o
    
    Pull tests shall be completed on at least 1% of all installed
splitsets;o
    
    Pull rings shall be installed on at least 1 bolt every cut of
development;o
    
    The installation of the pull rings need to alternate between
the shoulders, left hand wall, right hand wall and the backs to ensure
coverage of all bolt orientations; ando
    
    Pull tests shall be completed on a monthly basis.
 
    
    Cablebolts
 o
    
    Unconfined Compressive Strength (UCS) tests of the grout
shall be completed once every two months to ensure that the grout mix is
gaining the appropriate strength; ando
    
    UCS test work should be undertaken at 7, 14 and 28 days from
the date of the initial installation.
 
    
    Shotcrete
 o
    
    Shotcrete thickness tests work shall be undertaken weekly;o
    
    UCS tests shall be completed monthly;o
    
    Weekly slump tests shall be conducted at the point of
delivery and at the face underground; ando
    
    Quarterly panel tests are to be completed.
  9.2
    
    Rock BoltingRegime bolting will generally be 47mm high tensile galvanised friction bolts complete with
150mm x 150mm x 7mm galvanised dome plate and minimum 280mm x 300mm galvanised butterfly
plate.High tensile cement grouted CT rock bolts (fully grouted) with 150mm x 150mm x 7mm
galvanised dome plate and minimum 280mm x 300mm galvanised butterfly plate may also be
utilised.The collar of each hole shall be located within 250mm of the specified location and the
bolts installed within a tolerance of ± 10° to the perpendicular of the centre line of the
development.Holes shall be thoroughly cleaned of all drill cuttings, sludge, debris and flushed with
water immediately prior to installing rock bolts.Friction bolts and rock bolts shall be free of all dirt, dust, oil, scale etc. and shall
be installed in accordance with the manufacturers instructions in holes drilled to the
recommended depth and diameter.Pull test collars shall be fitted to friction bolts at the minimum rate of 1 to every
development cut and tested at regular intervals to the satisfaction of the Company and to
confirm compliance with the manufacturers




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##### 



specification. The plates of test collar equipped bolts shall be painted white and marked
with the identifying number.Tightening of rock bolts shall be in accordance with the manufacturers instructions and
sufficient length of threaded bolt shall be left protruding from the hole to allow
tightening and re-tightening of the rock bolt.Each CT bolt shall be grouted in position using an air free, flowable mix, plain water
cement grout with a water/cement ratio as low as possible (but between 0.35 and 0.40) and
providing a grout strength of not less than 25 MPa after 24 days. Cement shall be Portland
Grade A cement.Grout installation shall be in accordance with the manufacturers instructions using
suitable equipment to force in a consistent grout mixture to completely fill all
surrounding cavities. The grouting method, materials and equipment used by the Contractor
shall be subject to prior approval by the Company.The results of tests shall be submitted to the Company within five (5) days of testing. A
log book of testing dates and test results shall be kept by the Contractor and submitted
to the Company on completion of the Works. The cost of testing is deemed to be included
in the cost of installation.9.3
    
    Strapping and MeshingStraps shall be made of mild steel strip or shall be W strap type. Mesh types used
shall F41 galvanised 5.6mm gauge welded wire mesh as appropriate to Australian Standards.
The area and location of strapping and meshing shall be directed or approved by the
Company and generally carried out at the same time as planned rock bolting activities.Straps and mesh shall be held in place by rock bolts of suitable type and length.Successive sheets of mesh shall be installed so that there is not less than 150mm overlap
at each sheet edge. Overlap shall not be excessive. Mesh shall be installed taut against
the rock face and where excavation is curved, the mesh shall be anchored so that it
follows the profile of the excavation as closely as possible.9.4
    
    Cable BoltingCable bolting shall be carried out in accordance with the Drawings and as directed by the
Company.Cable bolts shall consist of single 15.2mm low relaxation high tensile 7 wire strands with
each cable bolt having an ultimate capacity of 250kn. Bulbs shall be formed on the
strands at a density of two bulbs per metre.The cable bolts shall be fitted with 300mm x 300mm x 10mm square black flat bearing
plates. These flat plates shall be tensioned with flat barrel and wedges.




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##### 



Each cable bolt shall be grouted in position using an air free, flowable mix, plain water
cement grout with a water/cement ratio as low as possible (but between 0.35 and 0.40) and
providing a grout strength of not less than 25 MPa after 24 days. Cement shall be Portland
Grade A cement.Grout installation shall be in accordance with the manufacturers instructions using
suitable equipment to force in a consistent grout mixture to completely fill all
surrounding cavities. The grouting method, materials and equipment used by the Contractor
shall be subject to prior approval by the Company.Prior to cable bolt installation and grouting, drill holes and bolts shall be thoroughly
cleaned of all debris. Portland Cement grout shall be allowed to cure for a minimum
period of 24 hours and cable bolts plated and tensioned before firing is carried out with
in three cuts of the installed cable bolts.Tensioning of cable bolts shall only take place after grout has set and shall only be
carried out using suitable approved equipment.9.5
    
    Shotcrete/FibrecreteShotcrete and fibrecrete shall consist of a suitable base course mix of approximately
15.2% (equivalent to 380kg per cubic metre) cementitious material together with 15% to 20%
course aggregate (maximum <16mm) and a natural washed sand content that lies between
60% and 65% of the total aggregate weight.The maximum slump (AS1012.3) for fibrecrete is to be between 120 and 160mm with a minimum
Compressive Strength (AS1012.9) at 7 days of 30MPa and 28 Days of 40MPa. A sleeper load
can have a maximum slump of 180mm. Any shotcrete mix will be of the same specifications
as above excluding fibres.Product data sheets and proposed addition rates for all chemical admixtures (including
water reducing agents, retarders, super plasticisers, stabilisers and accelerators) that
the Contractor intends to use in shotcrete or fibrecrete must conform to AS1478 and be
submitted for the Companys approval.All chemicals must be stored in corrosion proof containers and protected from freezing.Synthetic fibres shall be used in fibrecrete in preference to steel fibres to eliminate
the effect of corrosion. Synthetic HPP fibres shall be 65mm in length and applied at a
dosage rate of 7 to 9 kg / m3.Steel fibres shall conform to ASTM A820 and have a minimum tensile strength of 1000 MPa
and a minimum length of 30mm.




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##### 



Both synthetic and steel fibres shall be stored in waterproof containers or dry storage
areas. Fibres shall be free of corrosion, oil, grease or other contaminants at the time of
batching.10.
    
    CONCRETEMinimum Compressive Strength (AS1012.9) at 7 days of 25MPa.11.
    
    DIAMOND DRILL CUDDIESPower is to be provided to an electrical distribution box at each diamond drill, cuddy
with the following circuit breakers:
 (a)
    
    1 x 90kW Diamond Drill(b)
    
    1 x 8kW Pump
 12.
    
    MISCELLANEOUS DRILLINGIf miscellaneous drilling is required then the tolerances for this drilling shall be
agreed between the Company and the Contractor.13.
    
    REPORTING AND AUDITING13.1
    
    Daily ReportsThe Contractor shall keep and make available daily detailed records of the work undertaken
in the preceding 24 hours as required by the Company including physical performance,
delays, people, and equipment together with a plan of work for the coming 24 hour period.13.2
    
    Monthly ReportsThe Contractor shall provide monthly a full description of the executed work including
mining quantities, personnel numbers, movements, equipment by classification (including
hour meter readings and downtime hours) together with energy consumption on Site including
fuel usage by equipment and explosives usage by application information for National
Pollution Inventory reporting.The Contractor shall provide monthly Equipment Maintenance Report outlining details of
critical components with particular reference to work completed and checks undertaken
including the status of brakes, steering, audible warning systems, lights, safety
equipment and any other matter required by the Company.13.3
    
    Quality ControlThe Contractor shall maintain records as are necessary to provide objective evidence that
the requirements of the Contract are being met. Those records shall be compiled in a
register and made available to the Company on request any time during the performance of
the Works. The




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Contractor shall promptly make available copies of all inspection and test
results to the Company during the course of the Works.




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SCHEDULES
(FIXED & VARIABLE)




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SCHEDULE  FIXED & VARIABLE CONTRACT
 1.
    
    PREAMBLE
 (a)
    
    A rate and/or amount shall be entered against each item in the Schedule of
Rates whether quantities are stated or not. Items against which neither rate nor
amount is entered will be considered as covered by other rates and/or amounts in the
Schedule.(b)
    
    Where items, quantities, or sums are marked Provisional, work under that
item shall only be carried out, in part or in full, upon the written instruction of
the Superintendent.(c)
    
    All rates shall be given to the nearest one cent and quantities shall be
rounded to the nearest unit. The amount will therefore be exact and must be given as
such in the Schedule.(d)
    
    The following unit abbreviations have been used herein:
 A
m3

m2

m
l
hr
km
kw
MPa
    
    Amp
Cubic Metre
Square Metre
Linear Metre
Litre
Hour
Kilometre
Kilowatts
Mega Pascal
    
    m

mm
No.
ha
Wks
kV
BCM
Ml
lcm
    
    Metre
Millimetre
Number
Hectare
Weeks
Kilovolt
Bank Cubic Metre
Megalitre
Loose Cubic Metre
 (e)
    
    Any rate set against an individual item of work shall apply to that item as
a whole irrespective of any requirement to carry out that item of work in stages
and/or in more or less difficult locations and/or in larger and smaller quantities.
 2.
    
    BASIS OF MEASUREMENT2.1.1.
    
    DevelopmentDevelopment will be measured and paid along the design centre line for each of the
development profiles.




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Where one excavation branches off another the commencement point of the branch excavation
will be the design boundary of the original excavation.2.1.2.
    
    Ground SupportGround support will be measured and paid along the design centre line for each of the
development profiles.Additional ground support approved by the Companys Representative will be paid for on a
unit rate basis.2.1.3.
    
    StrippingStripping is included in the rates.




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SCHEDULE A
FIXED RATES  Overheads
 Type
    
    Monthly RateOffsite OverheadOnsite Overhead
 Site Management
  Position
    
    Name
    
    Monthly RateProject ManagerProject ForemanProject EngineerMaintenance ForemanShift SupervisorShift SupervisorShift SupervisorShift Supervisor
  Minor Plant
 MonthlyPlant
    
    OwnershipMobile WelderHigh Pressure Water CleanerANFO Kettle & BasketGrout Pump & 150 Litre MixerCaplamps, Self Rescuers, etc. (12 months)




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SCHEDULE B
VARIABLE RATES
 Variable Development Services Rates (excluding ground support)
 Description
    
    Unit
    
    RateDecline Development 5m x 5m
    
    
    mDecline Development 4.6m x 4.6m
    
    
    mLevel Development 3.5m x 3.5m
    
    
    mLevel Development 7.0m x 6.0m
    
    
    m
 Ground Support Rates
 Description/Item
    
    Unit
    
    RateG Support Regime SSD02 For 5m x 5m and 4.6m x 4.6m
    
    
    mG Support Regime SSD03. For 5m x 5m and 4.6m x 4.6m
    
    
    mG Support Regime SSD04. For 3m x 3m and Larger Level Development.
    
    
    mCablebolts: Supply and Install 6m Single Strand 15.2mm, fully
grouted, tensioned.
    
    eachSpiling Bars: 3M Split Sets Supply and Install (No Plate)
    
    eachSpiling Bars: 4.5M Grouted R24 Rebar Supply and Install (No Plate)
    
    eachSpiling Bars: 6M Grouted R24 Rebar Supply and Install (No Plate)
    
    eachSplit Sets: 1.8 m Supply and Install
    
    eachSplit Sets: 2.4 m Supply and Install
    
    eachSplit Sets: 3 m Supply and Install
    
    eachMesh 2.4m x 3.0m
    
    eachStraps 280 x 2400 (galvanised)
    
    each




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SCHEDULE C
LIST OF PROPOSED SUB-CONTRACTORS
 Function
    
    Proposed Sub-ContractorOEM Repairs and Support
    
    Tamrock and VolvoHV Electrical Support
    
    Hahn ElectricalFibrecrete and Concrete Supply
    
    Eureka ConcretingProvision of Cranage
    
    Barry James CranesExplosive Supply
    
    Orica or Golden West Explosives




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SCHEDULE D
ONE OFF  PLANT & EQUIPMENT PURCHASE
 Description
    
    Unit #
    
    RateMono PumpMono PumpMono Pump StartersFlygt Pump - 5kw7.5 KW EIM PumpFlygt Pump - 8kwPump StarterDistribution BoardJumbo Starter BoxJumbo Starter BoxTwin 55kw fan, silencer & starter box11000v / 1000v 1.5 MVA Sub StationExplosives in store as at 1st June 2005




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SCHEDULE E
CONTRACTORS MAJOR PLANT & EQUIPMENT
 Description
    
    Unit #
    
    Hourly Rate
    
    Monthly OwnershipTwin Boom Jumbo (percussion hours)
    
    
    UJ16Solomatic GC Rig (percussion hours)
    
    
    UJ15Toro 501 LHD
    
    
    UL12R 1700 LHD
    
    
    UL16R1500 LHD
    
    
    UL15Toro 40D Truck
    
    
    UT08Toro 40D Truck
    
    
    UT17Volvo IT L90 plus accessories
    
    
    SV10Volvo IT L90 plus accessories
    
    
    SV18Volvo IT L50 plus accessories
    
    
    SV36Midjet Shotcrete Unit
    
    
    SV33Agitator Truck (7 cubic metre)
    
    
    SV35Takeuchi Excavator
    
    
    SV14Stores Truck/Hino Agi
    
    
    HV08Grader
    
    
    SV03
 Weekly RateDescription
    
    No of Units
    
    (each LV)
    
    Monthly OwnershipUG Single Shift Registered LVUG Double Shift LV




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SCHEDULE F
CONTRACTORS PERSONNEL
 Position
    
    Number
    
    Hour RateLabourerOperatorSenior OperatorMinerTradesman Level 1Tradesman Level 2Auto ElectricianSite EngineerSite Clerk
 These rates for the Contract Personnel are based on an on cost of          for all operators




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SCHEDULE G
NOT USED




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SCHEDULE H
OCCUPATIONAL HEALTH AND SAFETY PLAN




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SCHEDULE I
NOT USED




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SCHEDULE J
SAFETY MANAGEMENT SYSTEM OVERVIEW




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SCHEDULE K
EXAMPLES OF SAFE WORKING PROCEDURES




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SCHEDULE L
EARLY TERMINATION




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SCHEDULE M
MONTHLY PERFORMANCE REVIEW
 Item
    
    What to check
    
    Standard/ScoreJob Safety Cards
    
    Check 10 Safety Cards for the following     All sections are completed
    
    100%=5, <100>80=3, <80=0     It is signed by the Supervisor
    
    100%=5, <100>80=3, <80=0     Hazards are identified
    
    >3=5, <3=0Corrective Actions
    
    Corrective Action register     Check signed off and dated
    
    >95%=5, <95%=0     Check 2 incidents for follow up
    
    100%=5, <100%=0Training
    
    Matrix updated fortnightly     Check copy on the board
    
    100%=5, <100%=0     Check 2 files against matrix & check
signoff employee, trainer & PM
    
    100%=10, <100%=0     Hazard ID awareness (No
employees)
    
    100%=5, <100>75=3, <75=0     JSA-R/A training (No employees)
    
    100%=5, <100>75=3, <75=0     No of formal inspections (Take 5)
    
    >6=5, >3<6=3, <3=0Safe Work
    
    Matrix developed & updated fortnightlyProcedures
    
         Check on board
    
    100%=5, <100%=0     Originals signed and approved
    
    100%=5, <100%=0     Signed off by employees  pick 1 SWP &
Check 5 employee files
    
    100%=5, <100%=0     SWP developed, reviewed or represented
    
    >2=5, <2=0Consultation and
    
         Minutes of all toolbox meeting are displayed
    
    100%=5, <100%=0Communication
    
         Minutes of all H&S committee meetings are
displayed
    
    100%=5, <100%=0     Employees involvement in H&S (attendance at
Toolbox meetings)
    
    >91%=5, 76%-90%=3, 51-75%=2, 0-50%=0




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Item
    
    What to check
    
    Standard/ScoreCost/Developed 
Metre
    
         All excavations (dollars including profit)
 subject to review due to the actual mix of
profile sizesShotcrete Cost /
    
         SSD02Developed Metre
    
         SSD03Vibration
    
         Compliance to limit
    
    >95%=5, <95%=0Dust
    
         Compliance to Australian Standards
    
    <AS=5, >AS=0Noise
    
         Compliance to limit
    
    <2=5, >2=0Ground Support
    
    Pull rings compliance to standard     % Installed
    
    >90%=5, <90%>70%=3, <70%=0     Test results  backs & walls
    
    >90%=10, <90%=0Shotcrete compliance to standard     Depth checks  documentation
    
    >90%=5, <90%=0     Panel tests (zero if no test)  7 day
    
    >30Mpa=5, <30Mpa=0Cablebolts compliance to a standard     Cablebolts installed according to plan
    
    >97%=5, <97%=0     Test results (QA Specs)
    
    >QA=5, <QA=0Excavation Quality
    
         Maintaining grade
    
    >95%=5, <95%=0     Maintaining alignment
    
    >95%=5, <95%=0     Face Mark-up
    
    >95%=5, <95%=0Personnel
    
    Compliance with manpower numbers     Management & Supervision Positions
    
    >95%=15, <95%>90%=10, <90%=0     Critical Operational Positions i.e. Jumbo,
Shotcrete, Maintenance
    
    >95%=15, <95%>90%=10, <90%=0     Other Positions
    
    >90%=10, <90%>85%=5, <85%=0Plant
    
         All Mobile and Fixed Plant
    
    100%=8, <100%=0     Minor Plant
    
    100%=2, <100%=0




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Item
    
    What to check
    
    Standard/ScoreMechanical 
Availability
    
    Compliance with average mechanical availability for each category     Jumbos
    
    <90%=10,<90%>80%=5, <80%=0     Trucks and Boggers
    
    <90%=10, <90%>80%=5, <80%=0     Shotcrete and Agi Trucks
    
    <90%=10, <90%>80%=5, <80%=0     Service Vehicles
    
    <90%=5, <90%>80%=2, <80%=0
 SCORING
    
    Maximum Total = 300
   Definitions:
 AVAILABILITY 
 SHOTCRETE COSTS 




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DRAWINGS
(FIXED & VARIABLE)




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