Fuel Storage Tank Internal Cleaning Services Request for ... · PDF fileFuel Storage Tank...

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Guernsey Electricity Limited

Fuel Storage Tank Internal Cleaning Services

Request for Proposal

24th August 2015

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1. Background

GEL has been the sole provider of electricity to the Island for over one hundred years.

Since October 2000 the majority of energy used has been imported from France via Jersey. This has brought environmental and operating cost benefits and security of supply. By early 2012, 80% of the Island’s energy was supplied via the subsea cable.

“Guernsey Electricity” is a trading name of Guernsey Electricity Limited a company limited by shares registered on the Island of Guernsey, Company number 38692. The Company is wholly beneficially owned by the Island’s Government the States of Guernsey. The registered office of the Company is Electricity House, Northside, Vale, Guernsey, GY1 3AD. Further information can be found on www.electricity.gg

The purpose of this Request for Proposal (RFP) is to identify Contractors that can meet the exacting standards of Guernsey Electricity Ltd (GEL) and that have similar business values. In addition we are looking for Contractors that share our own commitment towards quality and health and safety responsibility and can demonstrate their commitment.

GEL is investigating the opportunities within the marketplace for the provision of fuel storage tank cleaning services.

2. Conditions of Proposal Request for Proposal

This document is an invitation to submit a proposal for the provision of fuel storage tank cleaning services to the firm.

GEL shall not be bound to accept any proposal submitted. This RFP represents the current requirements of GEL, which together with the responses received will be used as the basis on which a Contractor(s) is selected. Any prior representations or instructions made verbally or in writing, directly or indirectly, are expressly excluded.

Form of acknowledgement

We ask each Contractor to confirm its intention (or otherwise) to submit a proposal to GEL, in accordance with these requirements, to [email protected]

A Contractor shall not submit any proposal to GEL for Services which is in any way illegal or improper. In the case of third party rights, a Contractor should be in possession of all necessary consents, licences and authorisations where those rights constitute any part of the good and services being proposed.

RFP queries

All questions are to be sent via email to the below address and the answers will be provided in return via email.

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[email protected] The deadline for all questions is: 4th September 2015 Where GEL responds to queries it will provide the same information to all Contractors intending to respond unless the response includes commercially sensitive or confidential Contractor information.

Response requirements We request that the response to the RFP are provided in a structured document aligned to the sections clearly marked in section 3, ensuring all questions posed within section 3 of this document are responded to. The deadline for your Proposal is: 11th September 2015 Please ensure as part of your proposal response you include:

• Non-Disclosure Agreement • Contractor H&S policy • Proposal Document • Commercial Proposal Document

Tender responses and supporting documentation should be posted to:

Sue Brown Tenders – Fuel storage tank cleaning Guernsey Electricity Ltd PO Box 4 Northside Vale Guernsey GY1 3AD

Please also provide an electronic copy of these documents to [email protected]

Any RFP received after this date and time may not be considered. Your proposal must remain open for a period of 60 days from the date of submission.

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Confidentiality

The contents of this RFP are strictly confidential and are not to be disclosed elsewhere within GEL’s organisation or to any other third party without the prior written consent of GEL. Please sign and return as part of your response the Non-Disclosure Agreement attached in the covering correspondence.

This RFP and the Contractor’s submission are to be treated as “commercial in confidence” at all times. This undertaking which includes publicity shall continue to apply following the award of the contract. All documents are for use only in connection with the RFP.

The Contractor shall not make any announcement, advertise, publicise or make any reference, wholly or in part, to GEL in relation to this RFP and the Services defined herein and must confirm compliance to this obligation in the RFP response.

At any time during the RFP process any Contractor which:

Communicates to any person other than those connected with the RFP the amount or appropriate amount of the prices in its RFP Response (except where disclosure is made in confidence in order to obtain quotations necessary for the preparation of the RFP response or for the purposes of insurance) or

Enters into any agreement with any other person that he shall refrain from submitting a RFP Response, or cause him to alter the amount of any RFP or

Offers or agrees to pay or give or does pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done in relation to any other Contractor or any other person's proposed RFP response.

Any act or omission shall be considered to be in breach of the process. Such Contractors proposals shall not be considered either in this review or any subsequent RFP.

Other conditions of RFP

A Contractor must obtain for himself and at his own responsibility and expense, all information necessary for the preparation of his RFP response. GEL will not be responsible for any losses that may be incurred in the preparation of the RFP.

GEL must comply with its Safety Requirements for Contractors Policy. All Contractors must agree to abide by these policies and provide signed confirmation in their tender returns.

The documents which constitute the RFP and all copies thereof are, and shall remain the property of GEL. GEL reserves the right to request all documents are returned. GEL is not obliged to return unsuccessful RFP documents.

Failure to complete your response in the format requested may result in your response not being considered.

Conditions of Contract

It is our intention to contract for up to 3 years. Draft terms and conditions of contract will be discussed in full at a later stage in the selection process.

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3. Fuel Tank Cleaning Specification 3.1 Introduction GEL has a fuel storage facility for Heavy Fuel Oil (HFO) with a maximum capacity of approximately 14,500 m3. This comprises of six storage tanks installed as part of a rolling tank replacement programme between 2007 and 2010. The tank designations are K, M, N, P, Q & R. Two further tanks are present within the HFO storage facility, namely B and C tanks which were constructed in 1962/63. C tank is passed its useable life and due to be dismantled. It contains a small amount of residual fuel mixed from different cargos.

GEL also has a bulk storage facility for gas oil (diesel), with a maximum capacity of 1,080 m3. This comprises of six 180 m3 storage tanks installed in 2004 and 2005. In compliance with COMAH regulations and for asset management purposes, GEL is looking to commence on a rolling programme of bulk storage tank inspections. This tender includes requirements that GEL are looking to outsource. It is the intention that the following works are provided by a single supplier, these include:

- Preparation of N tank for internal welding work and NDT inspection to EEMUA 159. - Preparation of B Station No.1 gas oil tank to allow for NDT inspection to EEMUA 159. - Preparation of C tank for demolition.

3.1.1 N Tank Preparatory Work

1. Provide the safe preparation including internal cleaning of the tank floor and first 2 metres of tank shell to allow for NDT testing to EEMUA 159 by others. This testing will include, but not limited to, the following:

- 100% magnetic flux leakage (MFL) of floor with manual ultrasonic test (UT) on areas not covered by MFL.

- Alternating current field measurement (ACFM) inspection of top and bottom weld toes of the shell to floor fillet weld.

- 100% UT of 150mm band along the circumference of the floor. - Full visual inspection.

In order to gain meaningful data from the tank NDT process, it is imperative that the steel surfaces are prepared to the correct standard. N tank will require a surface finish of Sa 3 “Blast cleaning to visually clean steel” on the floor and first 2 metres of tank shell.

Maintain the required surface quality for the duration of the internal NDT inspection, ensuring that run off from uncleaned areas does not contaminate the inspection area. The Contractor is responsible for issuing a gas free certificate prior to inspection work commencing.

2. Establish and maintain a safe working area internally to allow for welding work to take place on the steam and condensate shell connections, in conjunction with the requirements of the repair contractor. This will be required for the duration of the repair work. It is expected that this repair work will take 2 to 3 days to complete.

The Contractor is responsible for issuing a gas free certificate prior to repair work commencing.

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Residual Fuel

N tank contains approximately 15 m3 of cold fuel which cannot be removed using GEL equipment.

3.1.2 B Station No.1 Tank Preparatory Work 1. Provide the safe preparation including internal cleaning of the tank floor and first 2 metres of

tank shell to allow for NDT testing to EEMUA 159 by others. This testing will include, but not limited to, the following:

- 100% magnetic flux leakage (MFL) of floor with manual ultrasonic test (UT) on areas not covered by MFL.

- Alternating current field measurement (ACFM) inspection of top and bottom weld toes of the shell to floor fillet weld.

- 100% UT of 150mm band along the circumference of the floor. - Full visual inspection.

In order to gain meaningful data from the tank NDT process, it is imperative that the steel surfaces are prepared to the correct standard. B Station No.1 tank will require a surface finish of Sa 3 “Blast cleaning to visually clean steel” on the floor and first 2 metres of tank shell.

Maintain the required surface quality for the duration of the internal NDT inspection, ensuring that run off from uncleaned areas does not contaminate the inspection area. The Contractor is responsible for issuing a gas free certificate prior to inspection work commencing.

Residual Fuel B Station No.1 tank contains approximately 4 m3 of gas oil which cannot be removed using GEL equipment.

3.1.3 C Tank Preparatory Work

1. Provide the safe internal cleaning to allow for tank demolition. Demolition will take place at a

later date as part of separate project, using hot-work methods to deconstruct the tank. Cleaning will have to be such that hot-work can be carried out within the tank. The Contractor is responsible for issuing a gas free certificate following the cleaning process.

Residual Fuel

C tank contains approximately 10 m3 of cold fuel which cannot be removed using GEL equipment.

3.2 Disposal of Residual Fuel

A site operated by Waste Oil Recycling Ltd is available for the disposal of waste oil in Guernsey. It is the Contractor’s responsibility to investigate and determine whether this 3rd party facility has adequate storage and offloading facilities to accommodate the Contractor’s chosen method of fuel disposal. If this facility is deemed suitable by the Contractor, the pence per litre cost of discharging the residual fuel will be covered by GEL as a contract is currently in place between the company and the site operator.

Suitability of the 3rd party site should be confirmed by the Contractor within the tender response.

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GEL is looking to utilise a proportion of this residual fuel and will provide a suitable connection point for transfer into the GEL system should this become a viable option.

3.3 Consumable Materials

All cleaning materials required are to be included in the tender. Certain materials such as gas oil that would be difficult or prohibitive to bring in can be provided but should be included in the tender. The current BIN price for gas oil is £0.90 per litre and kerosene is £0.81 per litre. These prices may be subject to change to reflect market prices at the time of work.

3.4 Fuel

The residual fuel in N and C tank is equivalent to RMG380 in the specification sheet in Appendix 2. The content of C tank is the remains of multiple cargos stored over a number of years. N tank is the remains of one cargo bunkered in early 2015.

The residual fuel in B Station No.1 tank is equivalent to that of the analysis sheet in Appendix 3.

The Contractor is expected to be able to remove these fuels from the associated tanks and provide transportation and offloading at the chosen facility. Confirmation of this is required in the tender response.

4 Health and Safety

The tank cleaning process and all related tasks carried out by the contractor should follow latest H&S regulations, guidelines and laws. These include but are not limited to:

Health & Safety at Work (General) (Guernsey) Ordinance 1987 Control of Substances Hazardous to Health Regulations 2002 (COSHH) The Confined Spaces Regulations 1997 The work at Height Regulations 2005

In addition, the latest industry best practice guidelines should be adhered to. These include but are not limited to:

HSE Guidance CS15 – ‘The cleaning and gas freeing of tanks containing flammable residues’. Energy Institute Model code of safe practice Part 16 – ‘Tank cleaning safety code’ 3rd Edition.

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Before commencing work on the GEL site, they must:

- Undertake a full site induction - Adhere to GEL’s PPE requirements - Work within the limits of Permit for Work and other relevant safety documents - Sign to accept the contents of HSPRO/202, “Safety Requirements for Contractors”

Before commencement of work, the contractor must provide:

- Detailed risk assessments and method statements - Relevant insurance certificates - MSDS sheets for chemicals taken to site - Have available a written Health and Safety policy

5. Proposal and Evaluation In order for GEL to evaluate the proposals, specific information has been requested covering both quality and commercial evaluation.

The evaluation criteria and weighting is detailed below:

Criteria Weighting %

Cost 40

Health & Safety Policies 15

Proposed method of work 10

Compliance with specification 20

Programme of work 10

Added Value (previous experience, confidence in supplier to do the work safely and at cost)

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Criteria Compliance

Meet insurance requirements Pass / Fail

Contractor agreement to GEL Service Terms

Pass / Fail

5.1 Proposed method of work

Please provide a breakdown of the proposed tank preparation method you would use to carry out the work outlined within this tender.

5.2 Proposed schedule of work Please provide a breakdown of the proposed schedule of works.

5.3 Proposed programme of work Please indicate your earliest commencement date and estimated project duration.

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5.4 Compliance with specification Providing the tender response is fully compliant with the specification, alternative methods of carrying out the work can also be proposed by the Contractor. The Contractor is required to complete the Tender Response Form in appendix 9.

5.5 High standards of Health & Safety policies and practices

Health & Safety is of great importance to GEL and we will only work with companies who have a proven Health & Safety record. Please provide an overview of:

• The systems and/ or methods in place that you use to ensure all works are undertaken in the

safest manner. • Your approach to Health, Safety and Environment (HSE) including proactive working

practices, training, awards or certifications. • Recent HSE performance, highlighting any significant changes or measures put in place.

Please include the performance of sub-contractors where they are used regularly. Attached is the GEL Contractor HSE agreement (appendix 8). Please also provide a signed copy of this with your response.

5.6 Insurance Requirements

Please provide evidence that your company can meet the following insurance requirements in line with the States of Guernsey Treasury and Resources Guidelines:

• £10,000,000 (Ten million Pounds) Employers liability • £5,000,000 (Five million Pounds) Public liability • £2,000,000 (Two million Pounds) Professional indemnity

5.7 Commercial Offering

The rates quoted in the commercial proposal document will be inclusive of all aspects of the works but will be broken down on a per tank basis. The offer will be inclusive of taxes, expenses and overheads and will cover any and all stated notes or exceptions in the document. Where any assumptions have been made, please ensure these are covered in the stated area of the document.

5.8 Other

Please identify any areas of the specification not already covered that the Contracting business will be unable to adhere to.

6. Standard Instruction to Tenderers 6.1 Disclaimer Submission of Tender by Post or Electronic mail

Tenderers are advised that in the event of tenders being delivered by post or e-mail, they should allow adequate time so as to ensure the receipt of tenders by the closing date and time. Proof of posting/sending is not to be taken as proof of delivery.

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6.2 Electronic Communications

Please note that due to the fundamentally unsecure nature of electronic communications Guernsey Electricity does not accept any material sent or received by e-mail or electronic means as being contractually binding. Proof of receipt shall not be taken as Proof of delivery and it is recommended that any important material is also sent in a “Hard copy” format.

6.3 Use of Vehicles on Island Roads

All vehicles to be used for the purposes of the contract must be compliant with Guernsey Road Traffic requirements. Details of these requirements are available on request. Where a vehicle or machine is to be used on the island roads, such vehicles must, subject to the section below, be registered.

6.4 Vehicles Imported for Contract Purposes

Vehicles imported by Guernsey registered contractors for use on the island roads must, in accordance with the main motor vehicle law entitled “Loi Relative Aux Automobiles 1926” be registered with the Vehicle Registration and Licensing Department within 48 hours of the vehicle’s arrival in the island. Vehicles imported in accordance with the provisions of the Motor Vehicles (International Circulation) Ordinance 1974 by non-Guernsey registered contractors for the sole purposes of the contract only may, after completing Guernsey Customs formalities, circulate compliant vehicles for up to 12 months from the arrival of the vehicle on the island. Where a vehicle remains in the island for more than one year or is used for purposes other than that defined in the contract, whichever is the sooner, such vehicle must, in accordance with the main motor vehicle law entitled “Loi Relative Aux Automobiles 1926” ” (as amended, re-enacted or replaced) be inscribed on the register of Guernsey motor vehicles.

6.5 Value Added Tax

Under the terms negotiated by Her Majesty’s Government with the European Community, Value Added Tax or any other Community Tax are not applicable in Guernsey. Imports from the United Kingdom or from any other Member States of the Community must therefore be invoiced completely free of Value Added Tax or any such Taxes that are not applicable to Guernsey.

6.6 Acceptance of Tender

Any acceptance of a tender is subject to final contract and Guernsey Electricity is not obliged to accept the lowest or any tender and reserves the right to accept the whole or part of a tender, its decision being final.

6.7 Basis of Contract

Contractor’s Standard terms of Contract shall not apply. Any contract resulting from this Tender shall be upon such terms as shall be negotiated between the parties.

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6.8 Avoidance of Anti-competitive practices

To protect Guernsey Electricity from the adverse effects of anti-competitive or restrictive practices tenderers, by submitting a tender for consideration, agree and if required shall sign a declaration that:

(a) They have not and will not communicate the amount of a proposed tender to anyone other than Guernsey Electricity;

(b) They have not and will not adjust the amount of a proposed tender as a result of any arrangement with any party other than Guernsey Electricity;

(c) They have not and will not agree with any other party the amount of the proposed tender.

(d) They have not and will not at any time discuss this tender or this tender process with any other party without the express permission of Guernsey Electricity Ltd. In particular that they have not and will not discuss or exchange any information, which might influence the recipients of the information to act in a manner which might reasonably be expected to hinder, restrict or distort the competitive nature of the tendering process, to the possible detriment of Guernsey Electricity’s commercial interests.

In addition Guernsey Electricity may require, at its option by notice in writing, any tenderer to enter into a confidentiality agreement concerning Guernsey Electricity’s business or the details relating to this tender.

6.9 Use of Local Labour Island employment conditions generally and in particular legislation relating to housing restrictions and the payment of local income tax and social insurance contributions mean that the use of non-local labour requires particular attention. The intended use of any non- local labour must be agreed in advance with Guernsey Electricity by means of declaration to this effect at the submission of the tender. In the event that Guernsey Electricity is the subject of any claim, penalty or action against it as a result of the use of non-local labour which has not been disclosed in the tender or otherwise agreed then Guernsey Electricity will expect to be fully indemnified by the Tenderer against any resulting costs (including legal fees) or expenses arising from such failure to disclose the use of non-local labour.

Health and Safety

All contractors carrying out work on behalf of Guernsey Electricity Ltd are required to comply in all respects with the provisions of The Health and Safety at Work (General) (Guernsey) Ordinance 1987, and other relevant Health and Safety legislation. In this context, the contractor must demonstrate that their company has an effective safety policy and the necessary organisation to implement it.

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7. Appendix 1 - Tank Details

N Tank

- 13.5m dia x 16.8m high - Vertical, cylindrical, flat bottomed with 1:5 coned roof. - Tank shell lagged with 100mm mineral wool insulation and clad with 0.6mm Aluzinc corrugated

sheet. - Tank roof lagged with 100mm mineral wool insulation and clad with 0.9 mm Aluzinc sheet.

B Station No.1

- 4.12m dia x 14.13m high - Vertical, cylindrical, flat bottomed with 1:5 coned roof. - Uninsulated.

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C Tank – General Details

- 14.6m dia x 12.8m high - Tank shell and roof insulated and clad.

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Appendix 2 – HFO Specification

Your trusted provider globallyMarine Fuels specificationsJuly 2010

Marine fuel oil

Test Unit Test method Limits Grade

ASTM IP ISO RMA 10 RMB 30 RMD 80 RME 180 RMG 180 RMG 380 RMG 500 RMG 700 RMK 380 RMK 500 RMK 700

Viscosity at 50°C mm²/s (cSt) D445 71 3104 max. 10.00 30.00 80.00 180.0 180.0 380.0 500.0 700.0 380.0 500.0 700.0

Density at 15°C kg/m³ D1298 160 3675 or 12185 max. 920.0 960.0 975.0 991.0 991.0 991.0 991.0 991.0 1010.0 1010.0 1010.0

CCAI – Calculated max. 850 860 860 860 870 870 870 870 870 870 870

Sulfur mass % D4294 336 8754, 14596 max. Statutory requirements

Flash point °C D93 34 2719 min. 60.0 60.0 60.0 60.0 60.0 60.0 60.0 60.0 60.0 60.0 60.0

Hydrogen sulfide mg/kg – 570 – max. 2.00 2.00 2.00 2.00 2.00 2.00 2.00 2.00 2.00 2.00 2.00

Acid number mg KOH/g D664 – – max. 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5

Total sediment aged mass % – 390 10307-2 max. 0.10 0.10 0.10 0.10 0.10 0.10 0.10 0.10 0.10 0.10 0.10

Carbon residue, micro mass % D4530 398 10370 max. 2.50 10.00 14.00 15.00 18.00 18.00 18.00 18.00 20.00 20.00 20.00

Pour point Winter qualitySummer quality

°C °C

D97 D97

15 15

3016 3016

max. max.

06

06

3030

3030

3030

3030

3030

3030

3030

3030

3030

Water volume % D95 74 3733 max. 0.30 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50

Ash mass % D482 4 6245 max. 0.040 0.070 0.070 0.070 0.100 0.100 0.100 0.100 0.150 0.150 0.150

Vanadium mg/kg – 501, 470 14597 max. 50 150 150 150 350 350 350 350 450 450 450

Sodium mg/kg – 501, 470 – max. 50 100 100 50 100 100 100 100 100 100 100

Aluminium + silicon mg/kg D5184 501, 470 10478 max. 25 40 40 50 60 60 60 60 60 60 60

Used lubricating oilCalcium + zincCalcium + phosphorus

mg/kg mg/kg

– –

501 or 470 500

– –

– –

The fuel shall be free of ULO. A fuel shall be considered to contain ULO when either one of the following conditions is met: Calcium > 30 and zinc > 15 or calcium > 30 and phosphorus > 15

ExxonMobil Marine Fuels is a global leader in the supply of marine fuels. We provide products to customers at almost 150 ports in 20 countries throughout the world. These customers range from passenger to cargo vessels, including container, dry bulk, cruise ships, ferries, tugboats,

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Marine distillate fuels Our officesPlease contact the office in your region with inquiries.

Test Unit Test method Limits Grade

ASTM IP ISO DMX DMA DMZ DMB

Viscosity at 40°C mm²/s (cSt) D445 71 3104 max.min.

5.5001.400

6.0002.000

6.0003.000

11.002.000

Density at 15°C kg/m³ D1298 160 3675 or 12185

max. – 890.0 890.0 900.0

Cetane index – 4737 380 4264 min. 45 40 40 35

Sulfur mass % D4294 336 8754, 14596

max. 1.00 1.50 1.50 2.00

Flash point °C D93 34 2719 min. 43 60 60 60

Hydrogen sulfide mg/kg – 570 – max. 2.00 2.00 2.00 2.00

Acid number mg KOH/g D664 – – max. 0.5 0.5 0.5 0.5

Total sediment hot filtration

mass % – 375 10307-1 max. – – – 0.10

Oxidation stability g/m3 – 388 12205 max. 25 25 25 25†

Carbon residue, micro mass % D4530 398 10370 max. 0.30 0.30 0.30 0.30

Cloud point °C – 219 3015 max. -16 – – –

Pour pointWinter qualitySummer quality

°C °C

D97 D97

15 15

3016 3016

max. max.

-60

-60

-60

06

Appearance – – – – – Clear and bright –

Water volume % D95 74 3733 max. – – – 0.30

Ash mass % D482 4 6245 max. 0.010 0.010 0.010 0.010

Lubricity* µm – – 12156-1 max. 520 520 520 520†

* This requirement is applicable to fuels with a sulfur content below 0.05%.† If the sample is not clear and bright, the test cannot be undertaken and the limit shall not apply.

AmericasCoral Gables, Florida, USA

Phone: +1-305-459-6358 / 866-550-0912 Fax: +1-305-459-6412

EuropeAntwerp, Belgium

Phone: +32-3-543-3791 Fax: +32-3-543-3739

Asia PacificSingapore

Phone: +65-6885-8998 Fax: +65-6885-8793

Visit exxonmobilmarinefuels.com for further information on our range of products and services.

In pursuit of our vision to be the premier marine fuels supplier in the world, our commitment is to uphold the values of quality, reliability and integrity. Our customers trust our products and services because of our commitment to the highest standards, reinforced by our stringent management systems

and quality assurance guarantees. We are committed to helping meet the world’s energy needs while addressing the challenge of sustainability – balancing economic growth, social development and environmental protection.

Our values Our Web site

ExxonMobil Marine Fuels specifications (July 2010)Exxon Mobil Corporation and affiliated companies (ExxonMobil) supply marine fuels against the attached specifications, which apply to fuels manufactured by ExxonMobil and those purchased or exchanged. These specifications are regularly reviewed to encompass both equipment-builder and industry requirements, including standard setting organisations such as ASTM and ISO. Therefore, please note that these specifications are subject to change without notice. In addition, local conditions may require deviation from published specifications or may offer a higher quality, but without guarantee. Please contact your ExxonMobil Marine Fuels representative regarding current typical qualities at your nominated bunker port. Final product quality specifications are subject to order confirmation details.

This document is supplied for information only and is not part of any contract for the supply of marine fuels. Any warranties as to the quality of marine fuels supplied will be set out separately in a contract with the relevant ExxonMobil Marine Fuels entity.

Test methodsThe test methods indicated are used by ExxonMobil’s laboratories worldwide. The methods are similar, but not necessarily identical to those in the ISO specifications.

DensityAll densities are in units of kg/m3 at 15ºC. To convert these units to kg/L divide by 1000.

ViscosityLocal practice may dictate viscosity measurement at other temperatures with conversion to 50ºC. In case of dispute, the same method will be used to confirm the original measurement. Note: original measurement temperature will be used in the case of dispute.

Calculated valuesProperties of interest to operators may be approximated by calculation from measured specification properties. These include calculated energy content and CCAI. ExxonMobil does not calculate these values and does not recognize calculated energy content as a specification.

Sampling and deliveryExxonMobil employs continuous drip samplers as the preferred method for obtaining representative samples of a marine fuel oil delivery. Samples are drawn following the procedures set out in the ExxonMobil Sampling Policy. Purchasers may wish to use the services of an independent survey at delivery.

Quantity measurement is according to the terms of the most current version of ExxonMobil Marine Fuels General Conditions of Contract. ExxonMobil uses certified calibrations of barges and tanks to determine quantities delivered.

Please note that the information in this document is supplied for information purposes only. While ExxonMobil Marine Fuels has taken every care in the preparation of this document which has been developed using the best information currently available, it is intended purely as guidance. No responsibility is accepted by ExxonMobil Marine Fuels for the accuracy of any information herein or for any omission herefrom. Neither ExxonMobil nor any of its affiliates, officers or employees shall be liable in any way (except in the case of fraud) for any direct, indirect or consequential loss or damage suffered by any recipient as a result of relying on any statement or information contained or omitted herein. Nothing in this document is intended to override the corporate separateness of affiliated companies. References to “ExxonMobil”, “EM”, “ExxonMobil Marine Fuels”, “we” and “our” are used for convenience and may refer to one or more of Exxon Mobil Corporation, ExxonMobil Marine Limited or any of its affiliates.

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Appendix 3 – Gas Oil Specification

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Appendix 4 – GEL tank farm layout

TANK FARM

PLAN

SCALE 1:125

Guernsey

Electricity


Registered in Guernsey Company Number 38692

Registered Office:

Electricity House, Northside, Vale,

Guernsey GY1 3AD

Tel: 01481-200700 Fax: 01481-246942

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No

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SCALE 1:125 @ A1

Ap

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Dra

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Ch

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DRAWING

STATE

DATEREV DESCRIPTION INT

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Re

visio

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TANK FARM

TANK FARM PLAN

Drawing Title

LOCATION PLAN

SCALE 1:2500

SITE

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Appendix 5 – N tank drawing

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Appendix 6 – B Station No.1 tank drawing

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Appendix 7 – C tank drawing

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Appendix 8 – Contractor HSE Agreement

Health and Safety Procedure

No: HSPRO/202

Safety Requirements for Contractors

Guernsey Electricity expects a high standard of saf e working practices from its employees and contractors. This commitment is expr essed in the Company’s Health & Safety Policy. Contractor Safety is a vital part of the Company’s Health and Safety Management system. The Policy 5 Safe – Working with Others details the Companies statement of intent, this procedure in combination with HSPRO 218 details the standards that contractors must achieve.

Review Date: 17 th December 2011 Revision Record Issue No Date Prepared by Reviewer Details

01 Oct 1993 GE A.Chubb 02 July 1994 GE A.Chubb 03 May 1995 GE A.Chubb 04 April 1999 GE A.Chubb 05 Dec 2000 GE A.Chubb 06 Jan 2007 GE P.Craig Re issued with PRO number 7 6/03/2008 GE P.Craig Review. Section 2.17 modified 8 17/11/2010 GE P. Craig Review after issue to updated policy

HSPRO 202 Rev 8 Page 1 of 11 17/12/2010

CONTENTS Acknowledgements of receipt

1. Introduction

2. Requirements

2.1 Site Access and Vehicles

2.2 Personal Protective Equipment

2.3 Alcohol and Drugs

2.4 Smoking

2.5 Hard Hats

2.6 Accident Treatments/Reporting

2.7 Noise Levels

2.8 Cartridge Appliances

2.9 Abrasive Wheels

2.10 Pneumatic Drills/Tools

2.11 Welding

2.12 Services Below Ground

2.13 Excavations and Openings

2.14 Confined Spaces

2.15 Electrical Equipment and Tools

2.16 Painting and Decorating

2.17 Hot Work

2.18 Asbestos

2.19 Hazardous Substances

2.20 Demolition

2.21 Roof Work

2.22 Bottled Gas

2.23 Site Fencing

2.24 High Voltage Electricity Sub-Stations

2.25 Scaffolding

2.26 Mechanical Plant

2.27 Work near Fire Detectors and Areas Protected by Automatic Systems

2.28 Security

3. Conclusion

HSPRO 202 Rev 8 Page 2 of 11 17/12/2010

SAFETY REQUIREMENTS FOR CONTRACTORS

ACKNOWLEDGEMENT OF RECEIPT

Two copies of this acknowledgement are provided with this document. One copy to be kept by the Contractor or Sub-Contractor, and the other returned to Guernsey Electricity before work commences. Name and Address of Contractor: ___________________________________________________________________________________________________________________________________________________ _________________________________________________________________________ We acknowledge receipt of this copy of Guernsey Electricity’s Safety Requirements for Contractors and agree to comply with its contents. We also undertake to bring its contents to the attention of any Sub-Contractors employed by us. Signed: __________________________________________________________________ Name and Initials: _________________________________________________________________________ Title: ____________________________________________________________________ On behalf of: (Name of Company): _________________________________________________________________________ Date: ____________________________________________________________________ Insurance Details Name of Insurers: _________________________________________________________________________ Policy Number: ____________________________ Renewal Date: __________________

HSPRO 202 Rev 8 Page 3 of 11 17/12/2010

SAFETY REQUIREMENTS FOR CONTRACTORS

ACKNOWLEDGEMENT OF RECEIPT

Two copies of this acknowledgement are provided with this document. One copy to be kept by the Contractor of Sub-Contractor, and the other returned to Guernsey Electricity before work commences. Name and Address of Contractor: __________________________________________________________________________ __________________________________________________________________________ __________________________________________________________________________ We acknowledge receipt of this copy of Guernsey Electricity’s Safety Requirements for Contractors and agree to comply with its contents. We also undertake to bring its contents to the attention of any Sub-Contractors employed by us. Signed: __________________________________________________________________ Name and Initials: _________________________________________________________________________ Title: ____________________________________________________________________ On behalf of: (Name of Company): _________________________________________________________________________ Date: ____________________________________________________________________ Insurance Details Name of Insurers: __________________________________________________________________________ Policy Number: ____________________________ Renewal Date: ___________________

HSPRO 202 Rev 8 Page 4 of 11 17/12/2010

1. INTRODUCTION

Guernsey Electricity fully recognises its responsibilities under current Health and Safety Legislation, and seeks to achieve the highest possible standards of care for employees, visitors and all others who may be affected by its activities. This is expressed in Guernsey Electricity’s Safety Policy Statement, copies of which are available from the Reception Area of Electricity House, and Guernsey Electricity’s Health Safety & Risk Manager. Guernsey Electricity has a number of detailed Health and Safety Policy Documents, this procedure is provided to Contractors and Sub-Contractors to provide them with an abbreviated version of these policy documents. It is expected that contractors comply with these guidelines at all times. If there is any doubt about safe working practices contained in this document, please refer to the appropriate policy document or the Health Safety & Risk Manager

For working on certain items of Guernsey Electricity’s plant and equipment, the Electrical and Mechanical Safety Rules must be complied with, and for undertaking “high risk” activities such as demolition, work in confined spaces, overhead work etc, a Permit to Work may apply. These safety standards or safe systems of work shall be agreed with Guernsey Electricity’s Nominated Person and must be clearly understood by both parties before work commences. Agreed safe systems of work shall not be changed without reference to the Nominated Person. At all times contractors will be expected to comply with all current Guernsey Health and Safety Legislation and Approved Codes of Practice. Especially relevant is the Approved Code of Practice “The Organisation and Management of Health and Safety in Construction”. All Contractors and Sub-Contractors employed by Guernsey Electricity shall have Public Liability Insurance cover of a minimum of £2 million for any one accident. Proof of such insurance will be required by Guernsey Electricity.

HSPRO 202 Rev 8 Page 5 of 11 17/12/2010

2. REQUIREMENTS 2.1 Site access and vehicles Contractors shall comply with all Road Traffic Legislation.

When on the Companies premise drivers must observe all speed limits, boxes, lane markings and parking arrangements, contractors must notify the Control Room of their presence on site (extension 2237 / 2250) at all times. Also see section 2.28 Security

2.2 Personal Protective Equipment (PPE)

Suitable PPE shall be provided by the Contractor for his employees.

Personal protective equipment shall be worn where necessary and all such equipment shall be suitable, provide adequate protection and be properly maintained.

2.3 Alcohol & Drugs

No alcohol shall be consumed on the Company’s premises during working hours. Those persons reporting for duty and believed to be under the influence of alcohol or drugs will be refused entry.

2.4 Smoking

Smoking is not permitted in any enclosed building on the site. Smoking is also prohibited in certain areas of the external site, if in doubt ask. Cigarette ends should be disposed of responsibly in the receptacles provided.

2.5 Hard Hats

The Nominated Person in consultation with the Contractor will specify which areas of Guernsey Electricity’s premises are designated and signed as hard hat areas.

2.6 Accident Treatment/Accident Reporting

The Contractor will provide first aid facilities for his own staff. When working on Guernsey Electricity’s premises. Where the treatment of an injured or sick person requires medical treatment by the Emergency Services, Guernsey Electricity’s Control Room must be notified. The Contractor must report all major accidents and dangerous occurrences to the enforcing authority (HSE), in accordance with the Health and Safety at Work (General) (Guernsey) Ordinance 1987. Any such accident or dangerous occurrence must also be reported to the Nominated Person and Guernsey Electricity’s Health Safety & Risk Manager as soon as possible. All such accidents and dangerous occurrences must be thoroughly investigated by the Contractor.

HSPRO 202 Rev 8 Page 6 of 11 17/12/2010

2.7 Noise Levels – Ear Protection

The Contractor must observe any noise level limitations imposed by the terms of the contract. The Contractor must also warn his staff of the hazards of noise within the Power Station. Where noise exposure levels exceed 80 dB(A) ear protection shall be made available to their staff and worn in accordance with the “Control of Noise at Work Regulations 2005”.

2.8 Explosive Cartridge Appliances

Cartridge operated fixing tools may not be used on Company premises without prior permission from the Nominated Person. If this has been given, such tools may be used only in compliance with the standards laid down.

2.9 Abrasive Wheels

When using fixed or portable tools with Abrasive Wheels the Contractor shall comply with the Provision and Use of Workplace Equipment Regs. The Contractor must take all necessary precautions to avoid the risk of fires due to flying sparks. They must also ensure that no person in the area is exposed to the risk of eye or other injury from sparks, dust or other flying debris.

2.10 Pneumatic Drills/Tools

Where pneumatic drills are to be used, services clearance must first be obtained and all services affected clearly marked on the ground. Refer to Guernsey Electricity’s Code of Practice on Avoiding Danger from Electrical Cables on Construction Sites and Public Thoroughfares. All pneumatic tools shall be fitted with the means to reduce noise to the minimum possible. Where noise nuisance is likely to be a problem further steps to minimise such nuisance should be agreed with the Nominated Person. Reference should also be made to Section 2.7 ‘Noise Levels’.

2.11 Welding

All precautions should be taken to avoid the risk of fire. Reference should be made to Section 2.17 “Hot Work”. All welding should be properly shielded and precautions taken to avoid the hazards of falling weld spatter and sparks. Arrangements should be made where necessary with the Nominated Person for the provision of standby hand held fire extinguishes and fire blankets. In the event of any service being damaged the Nominated Person must be notified immediately.

2.12 Services below ground

Before any excavation commences the Contractor must first obtain details of cables, pipes etc from the Public Utility Guernsey Electricity’s or Companies. All services which may be affected should be marked on the ground before work commences (either pegged out or painted). All available information on electrical underground services will be provided by Guernsey Electricity. Reference must be made to Guernsey Electricity’s Code of Practice “The Avoidances of Danger from Electrical Cables on Construction Sites and Public

HSPRO 202 Rev 8 Page 7 of 11 17/12/2010

Thoroughfares (1993)”. A cable/pipe detector should be used as necessary. Services which may be encountered include the following: Foul drainage Storm drainage Domestic water supply Water main Electricity Supply and Control Cables Gas Guernsey Telecom cables Fuel lines

2.13 Excavations and Openings

All excavations and openings should be protected by fencing/handrails in compliance with the Approved Code of Practice “The Organisation and Management of Health and Safety in Construction”. Lights must be used to mark the edge of excavations and openings at night. Services clearance must be obtained as described in Section 2.12 “Services Below Ground” before any excavation commences. Excavation on the public highway must be signed in accordance with the “Traffic Control and Safety at Roadworks” code of practice. Reflective clothing (Hi Vis) must be worn by all persons working on the public highway and any area subject to vehicular traffic. Different aspects of excavation are covered by several UK regulations particularly the Construction (Health Safety and Welfare) Regs

2.14 Confined Spaces

The Nominated Person should be informed of any proposed confined space work. Attention is drawn to Section 2.13 “Excavations and Openings”, when excavating in ground containing leaked fuels, there is the danger of a build-up of fumes in the excavation. This could result in explosion or asphyxiation of those working in the excavation, and steps to avoid such a risk should be taken. Gas test Certificates will be issued as necessary by Guernsey Electricity’s Nominated Person for a maximum period of 8 hours for each certificate. No work is permitted in areas where explosive vapours or gases exceed 8% of the WEL or where toxic vapours or gases exceed current exposure limits. Under no circumstances must gas pipes or cylinders feeding equipment be left in a confined space. These must be removed after each working shift or whenever they are not in use.

2.15 Electrical Equipment and Tools

All electrical installations, connections and equipment shall comply with the requirements of the current IEE Wiring Regulations (BS76719). In particular the requirements for the use of portable electrical tools and plant on constructions and building sites should be noted. 110V CTE electrical tools

HSPRO 202 Rev 8 Page 8 of 11 17/12/2010

are preferred. If 240V tools are used they must be double insulated and RCD protected. All extension leads must be properly terminated with appropriate relays and sockets, and be otherwise unjointed.

2.16 Painting and Decorating

When painting and decorating activities are to be carried out close to public or office areas, all precautions must be taken to avoid the risk of paint fumes affecting the occupants of such areas.

2.17 Hot Work

Guernsey Electricity operates a Hot Work Permit system (ref HSPOL 125). Hot Work permits must be used when any hot work is undertaken in a confined space, office environment or on any equipment or plant located on the Vale site, or inside any building on the Vale site or inside a substation. Permits may be obtained from the Safety Room in the Control Centre. All necessary precautions must be taken to avoid the risks of fire and explosion when hot work is carried out. This includes the provision of fire extinguishers and fire watches where necessary. An inspection shall be made one hour after the end of work to ensure that there are no hot or remaining sources of ignition. In some high risk areas a “permit to work” and “gas test certificate” may be needed and this should be identified on the contract. References should be made to Sections 2.11 “Welding”, Sections 2.14 “Confined Spaces” and 2.22 “Bottled Gas”.

2.18 Asbestos

No work on asbestos products or materials is permitted without reference to Guernsey Electricity’s Health and Health and Safety Manager. Before work commences on any suspect material the Contractor shall have the material analysed by a certified laboratory to ascertain its content. On discovering any asbestos or suspected asbestos the Contractor must immediately notify the Nominated Person and the Health & Safety Manager. No attempt shall be made to remove the asbestos. It shall be left undisturbed until further instructions are given by the Nominated Person. In addition, notices warning others of the presence of the asbestos must be posted.

2.20 Hazardous Substances

The Nominated Person must be informed of all hazardous substances brought to the site, and make suitable provisions for its safe storage.

2.21 Demolition

All demolition work shall comply with the Approved Code of Practice “The Organisation and Management of Health and Safety in Construction”. Before work commences the site must be surveyed by the Contractor and a safe method of working agreed with the Nominated Person. The site of the demolition activity is to be enclosed by a close-board hoarding at least 2.4 metres high, or other agreed means.

HSPRO 202 Rev 8 Page 9 of 11 17/12/2010

Where the work is in, or adjacent to operational or public areas, steps must be taken to minimise the effects of smoke, dust, noise and vibration which may arise from the work.

2.22 Work at Height

All work at height shall comply with Work at Height Regs 2005. Equipment to prevent falls such as barriers and harnesses must be used on Roofs over 2m high when working within 2m of the edge. Crawling boards and similar safety equipment must be used on asbestos and other fragile roofs. Adequate precautions must be taken to ensure that tools or materials do not fall, and barriers are to be erected to keep people away from areas where overhead work is being carried out.

2.23 Bottled Gas No bottled gas may be taken onto Guernsey Electricity’s premises without the permission of the Nominated Person who will have obtained approval from the Health and Safety Manager if large amounts of gas are to be stored on site. LPG and other bottled, flammable gases must be stored in compliance with HSE Guidance Note CS6 “Storage and Use of LPG on Construction Sites”.

2.24 Site Fencing The Contractor is required to provide and maintain the site fencing/hoardings as specified in the contract documents. Where work is to proceed outside a defined working area the work in progress must be protected at all times.

2.25 High Voltage Electricity Sub-Stations Under no circumstances must personnel enter any of Guernsey Electricity’s High Voltage Sub-Stations or Switchrooms without authorisation from one of Guernsey Electricity’s Authorised Persons.

2.26 Scaffolding All scaffolds erected by the contractor or his sub-contractor shall be constructed to the standard given in BS5873 according to the Guidance Note G315 from the HSE. Further information is given in Guernsey Electricity document HSPOL 147 which will be made available by the Nominated Person on request. All scaffolds must be checked on a weekly basis in accordance with the aforementioned standards.

2.27 Mechanical Plant Mechanical plant must be in a safe and serviceable condition. Operators must be competent and trained in their use with the emphasis on safety. The Contractor must comply with the Provision and Use of Workplace Equipment Regs.

HSPRO 202 Rev 8 Page 10 of 11 17/12/2010

2.28 Work near Fire Detectors/Areas Protected by Au tomatic Extinguishers Where work is to be undertaken in roof space near Fire Detectors or if the work involves the liberation of smoke, vapours or dust in areas protected by Fire Detectors, then the Nominated Person should arrange to have the detector or zone isolated and to notify the Control Room if on Guernsey Electricity’s premises. When working in areas protected by an automatic extinguisher system, then the system must be set to “manual”. This will normally be specified on the “Permit to Work”. Any work affecting the integrity or operation of any fire system must be logged in the fire manual held in the Control Room and can only be carried out under instruction from the Company’s Nominated Person.

2.30 Security Contractors working on Guernsey Electricity’s premises must comply with all security arrangements made by the Company. These will be conveyed to the Contractor by the Nominated Person. Where access is required out of normal working hours and a security access card is required then contractors will be required to sign an agreement form for its issue. Contractors should also be aware that many areas of the Companies premises are monitored by cameras for the purposes of security.

3.0 CONCLUSION Contractors are not relieved of any of their duties or obligations under Statute or Common Law, and any breach of Guernsey Electricity’s Health and Safety Rules, legal requirements or agreed safety Codes of Practice may lead to the suspension or termination of the contract at the Contractors own expense. Signed ………………………………………... Date …………………………. Position ………………………………………. On behalf of Guernsey Electricity

21

Appendix 9 – Non Disclosure Agreement

MUTUAL NON DISCLOSURE AGREEMENT

Mutual NDA CIEG LOC Page 2 of 8

IN CONSIDERATION of the premises and mutual covenants and obligations contained herein IT IS HEREBY AGREED as follows:-

1 DEFINITIONS

For the purposes of this Agreement:-

(a) "Confidential Information" shall mean any and all information of the disclosing party, whether commercial, financial, technical or otherwise, disclosed to the recipient in connection with the Business Purpose specified in Schedule 1 hereto ("the Business Purpose") (whether disclosed orally, in documentary form, by demonstration or otherwise) which is contained in any form whatsoever (including without limitation data, drawings, films, documents and computer readable media) and which is marked or otherwise designated to show expressly or by necessary implication that it is confidential or proprietary to the disclosing party or in relation to which it would be apparent to a reasonable person, familiar with the Business Purpose and the disclosing party's business and the industry in which it operates, that such information is of a confidential nature.

(b) "disclosing party" means the party furnishing Confidential Information and "the recipient" means the party receiving it in the particular case.

2 PROVISION OF CONFIDENTIAL INFORMATION

In connection with the Business Purpose it will be necessary for each party, either itself or through a third party acting as agent for it, to disclose to any other party Confidential Information of the disclosing party, which may be communicated orally, in document form, by demonstration or otherwise.

3 UNDERTAKING

Each party undertakes in respect of Confidential Information for which it is the recipient:-

(a) to treat such Confidential Information disclosed by the disclosing party as confidential and not to disclose it to any third party;

(b) not without the disclosing party's prior written consent in each case to communicate or disclose any part of such Confidential Information to any person except:-

(i) only to those personnel of the recipient on a need to know basis who are concerned with the Business Purpose;

(ii) the recipient's auditors and professional advisers on a need to know basis who are concerned with the Business Purpose ;

(iii) where the recipient is ordered by a court of competent jurisdiction to do so or there is a statutory obligation to do so or where any other persons or bodies have a legal right of legal obligation to


have access to or knowledge of the Confidential Information in connection with the business of the recipient except that the recipient shall use all reasonable endeavours to first inform the disclosing party in writing before any disclosure is made;

(iv) to third parties engaged by the recipient who are concerned with the Business Purpose and who have been expressly authorised in writing by the disclosing party to receive the Confidential Information prior to disclosure;

(c) to ensure that all persons and bodies mentioned in paragraph (b) above are made aware, prior to the disclosure of such Confidential Information, of the confidential nature thereof, that they owe a duty of confidence to the disclosing party and agree to hold such Confidential Information in confidence in accordance with the terms of this Agreement; and to use its reasonable endeavours to ensure that such persons and bodies comply with such obligations;

(d) not to use or circulate such Confidential Information within its own organisation except solely to the extent necessary for the purposes of the Business Purpose or any other purpose the disclosing party may hereafter expressly authorise in writing;

(e) to use all reasonable endeavours to effect and maintain adequate security measures to safeguard such Confidential Information from unauthorised access, use and misappropriation;

(f) to procure at the request of the disclosing party for any of those persons and bodies referred to in paragraph (b) (ii) and (iv) to sign a separate confidentiality undertaking with the recipient in such form as the disclosing party may reasonably require prior to giving access to such Confidential Information.

4 EXCLUSIONS

The obligations of confidentiality in Clause 3 above shall not apply:-

(a) to any portion of Confidential Information where the recipient can demonstrate that at the date of its disclosure the Confidential Information concerned:-

(i) is or has become publicly known through no fault of the recipient, its employees, agents and sub-contractors; or

(ii) is or has been lawfully received from an independent third party without any restriction and without any obligation of confidentiality and such confidential information was not acquired in confidence from the disclosing party; or

(iii) is or was already known to the recipient with no obligation of confidentiality; or

(iv) is disclosed without restriction and without any obligation of confidentiality by the disclosing party to any third party.


(b) to any development made by the recipient which is independently developed by the recipient without access to or use of the disclosing party's Confidential Information

and the recipient will use reasonable endeavours to notify the disclosing party if this Clause 4 is or becomes applicable to any Confidential Information.

5 PREVENTION AND NOTIFICATION

The recipient further undertakes:

(a) immediately to take all steps necessary to prevent or stop, and comply with all reasonable directions of the disclosing party in respect of suspected or actual breaches of, or defaults under, this Agreement;

(b) promptly to notify the disclosing party if the recipient suspects or becomes aware of any unauthorised access, use, storage, copying or disclosure of any part of the Confidential Information and will give the disclosing party all reasonable assistance (the reasonable costs of which shall be paid by the disclosing party where any such suspected or actual unauthorised act is attributable to a person who is not a member of the recipient’s corporate group, a member of the personnel of the recipient or an agent or a sub-contractor of the recipient) in connection with any action which the disclosing party may take, or proceedings which the disclosing party may institute, in respect of the unauthorised access, use, storage, copying or disclosure.

6 OWNERSHIP

All material containing Confidential Information furnished by or obtained from the disclosing party, including without limitation, magnetic tapes, documents, manuals, specifications, flowcharts, program listings and data file printouts ("the Materials"), shall be and remain the property of the disclosing party and shall not be reproduced in whole or part without the disclosing party's express prior written consent. Any copies of the Materials shall become the disclosing party's property and shall contain such copyright and other proprietary rights notice or legend as appears on the original copy.

7 DISCLOSURE TO THIRD PARTIES

Each party may subject to the prior written consent of the disclosing party (not to be unreasonably withheld) disclose Confidential Information received from the disclosing party to other members of the recipient's corporate group (if any) for use only in connection with the Business Purpose and each party shall be responsible for observance of the provisions of this Agreement by such other members of its respective group.

8 INTELLECTUAL PROPERTY

Nothing contained in this Agreement shall be construed as granting to or conferring on the recipient any rights by license or otherwise, expressly or


impliedly, for any invention, discovery or improvement made, conceived or acquired prior to or after the date of this Agreement relating to the Confidential Information of the disclosing party.

9 SIMILAR DISCUSSIONS

The parties agree that the provision of Confidential Information hereunder and any discussions held in connection with the Business Purpose shall not prevent either party from pursuing similar or other discussions with third parties provided that no breach of this Agreement is so occasioned or oblige that party to take, continue or forego any action relating to the Business Purpose. Any estimates, forecasts or similar material provided by either party to the other shall not constitute any commitments.

10 RETENTION OF MATERIAL

Upon completion or termination of the Business Purpose (as defined in the attached Schedule 1) or upon demand, each recipient shall promptly deliver up to the disclosing party all Materials supplied by the disclosing party incorporating any Confidential Information of that party and all copies thereof and destroy or erase any Confidential Information contained in any materials and documentation prepared by or on behalf of the recipient or recorded in any memory device. Within fourteen (14) days of such request or completion of the Business Purpose the recipient shall certify in writing to the disclosing party that it has fully complied with its obligations under this Clause. Notwithstanding the foregoing each recipient may retain one copy of all Materials containing Confidential Information of the disclosing party received or made in connection with this Agreement, subject always to strict compliance with the obligations of Clauses 3 and 5.

11 COMPENSATION

The parties acknowledge that monetary damages alone would not be adequate compensation for a breach of the terms of this Agreement and therefore in addition any action for monetary damages, also consent to the making of an injunction by a court of competent jurisdiction for failure to comply with the terms of this Agreement.

12 EFFECTIVE DATE

This Agreement shall become effective as of the date mentioned on the 1st page of this Agreement. Any Confidential Information of a disclosing party related to the Business Purpose that is made available to a recipient party prior to that date is deemed to be falling under the provisions of this Agreement.

13 BENEFIT

Nothing in this Agreement is intended to confer any benefit on any third party (whether referred to herein by name, class, description or otherwise) or any right to enforce any term of this Agreement.


14 TERMINATION

This Agreement shall terminate upon the date 12 (twelve) years after the date mentioned on the 1st page of this Agreement, but its validity may be extended by written agreement between all parties at least 1 month prior to that date.

The termination of this Agreement or the completion of the Business Purpose for any reason shall not affect the obligations set out in this Agreement.

15 GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of England and Wales and shall be subject to the exclusive jurisdiction of the English Courts.

16 SEVERABILITY

In case a provision of this Agreement is or will become invalid the validity of the remaining provisions of the Agreement shall not be affected thereby. However, the Parties undertake to replace such an invalid provision by a valid one which may fully correspond to the purpose of the Agreement itself.

17 COUNTERPARTS

This Agreement may be signed in any number of counterparts (including by facsimile transmission or in Adobe™ Portable Document Format (PDF)), each of which when sent, executed and delivered by electronic mail shall constitute an original of this Agreement, but all of the counterparts shall together constitute the same Agreement. For the avoidance of doubt, the use of email is for transmission purposes only, and does not affect the Agreement, which shall be an attachment.

18 READ AND AGREED

For and on behalf of GUERNSEY ELECTRICITY LIMITED

Signed:

Printed:

Title:

Date:

For and on behalf of ………………………………………………

Signed:

Printed:


Title:

Date:

22

Appendix 10 – Tender Response Form

Yes Part No

3.1.1

3.1.2

3.1.3

3.2

3.3

3.4

4

CompliantSpecification Section Reason for Non-Compliance or Explanation for Part Compliant Alternative Solution

Fuel storage tank internal cleaning services - Contractor specification compliance

N Tank (£)

C Tank (£)

B Station No.1 Tank (£)

Total Price (£)

Quantity of Gas Oil to be supplied by GEL (Litres)

Quantity of Kerosene to be supplied by GEL (Litres)

Lump Sum price for each tank

Pricing and Assumption Notes

Yes No2.0 Non-Disclosure Agreement.2.0 Contractor Health & Safety Policy.2.0 Proposal Document.2.0 Commercial Proposal Document.3.2 Suitability of the 3rd party waste oil disposal facility.3.3 Consumable materials, including quantities, to be supplied by GEL.5.1 Proposed method of work.5.2 Proposed schedule of work.5.3 Proposed programme of work (potential commencement dates).5.5 Health & Safety policies and procedures.5.6 Evidence that your company can meet the insurance requirements set out in the tender document.

Provided?Information RequestedSection

23

Appendix 11 – GEL service terms

STANDARD AGREEMENT

Relating to

The Purchase of Services

PARTIES:

1. Guernsey Electricity Limited (GEL) and

2. SUPPLIER

Document dated:

24/08/2015

Index to Clauses

1. Definitions and Interpretation

2. Duration

3. Obligations of the Contractor

4. Confidentiality

5. Liability

6. Publicity

7. Payment

8. The GEL Representative, Contract Manager and Liaison

9. Termination

10. Assignment

11. Governing law and jurisdiction

12. Force majeure

13. Illegality

14. Audit

15. Corrupt Gifts and Payment of Commission

16. Miscellaneous

17. Notice

18. No partnership/Contractor

Schedule

Agreement dated the 2015

Between:

1. ‘GEL’ Guernsey Electricity Limited whose address for service

is at Electricity House, Northside, Vale, Guernsey, GY1 3AD

2. ‘Contractor’ [Contractor Limited] (Company number [000000 if

applicable] whose address for service is at [registered

office or other address for service]

Background:

1. The Contractor is a company that has extensive skill knowledge and experience in offering

fuel storage tank cleaning services to the performance standards contracted for by this

Agreement.

2. In reliance upon that skill knowledge and experience, GEL has agreed to appoint the

Contractor to provide the Services and the Contractor has agreed to accept that

appointment upon the terms of this Agreement.

3. The Contractor acknowledges in particular that compliance with the timescales for

performance of the services and the quality of the service are of fundamental importance

to, and the essence of, this Agreement.

Operative Provisions:

1. Definitions and interpretation

1.1 In this Agreement (except where the context otherwise requires) the following words shall

have the following meanings:

‘Affiliate’ any company, partnership or other legal entity which

directly or indirectly controls, is controlled by or is under

common control of the Contractor

‘Agreement’ this document and its schedules and appendices as they

may be varied or supplemented from time to time;

‘Business Day’ any day which is not a Saturday, a Sunday or a bank or

public holiday in Guernsey

‘Commencement

Date’

the [date]

‘Contract Sums’ the sums payable by GEL to the Contractor for the Services

at the rates stated in the Schedule

‘Control’ the legal power to direct or cause the direction of the

general management and policies of the Contractor

‘Confidential

Information’

all information and data (of whatever nature and however

recorded or preserved)

� relating to this Agreement or GEL, including its

activities, disclosed by GEL, its representatives or

advisors to the Contractor; or

� the information contained in the Documents; or

� information that may come to the attention of or

discovered by the Contractor, in the course of the

activities carried on by the Contractor under or in

relation to this Agreement

Confidential Information does not include information

which

� is generally available to the public, other than as a

result of disclosure by the Contractor or its

employees, representatives or advisors contrary to

their obligations of confidentiality;

� becomes available to the Contractor otherwise

than under or in relation to this Agreement and is

free of any restriction as to its use or disclosure

‘Documents’ � this Agreement, the Specification and all other

records, reports, documents, papers, artwork,

blocks, plates, negatives and data stored on disk,

tape, websites, online storage or other computer

media, and other items of whatever nature

originated by or on behalf of GEL or the Contractor

in connection with this Agreement or the provision

of the Services,

� reports and supporting papers and all other

documents handled by the Contractor pursuant to

the Services, and whether in draft or final form.

‘Index’ the Guernsey Retail Prices Index

‘Indexation’ where any payment is expressed to be reviewed or capped

by reference to Indexation, it shall mean that payment as

set out in this Agreement, reviewed in accordance with

the following formula:

OP x A

B

where: OP is (respectively) the amount of the original

payment to be reviewed, (and for the avoidance of doubt

where there is more than one review of that payment,

NOT the reviewed payment);

A is the base Index figure in (the Index) for the month of

[June] immediately prior to the Review Date; and

B is the base Index figure for [June] 200x.

‘Review Date’ the date for the review of the Contract Sums, being the

[1st January] 200x

‘Services’ the services to be provided by the Contractor and the

obligations to be complied with contained in this

Agreement including (but not limited to) the Specification

and the Programme set out in the Schedule;

1.2 The headings in this Agreement are inserted only for convenience and do not affect its

construction.

1.3 Where appropriate, words denoting a singular number only include the plural and vice versa

and words denoting the masculine genders include the feminine and neuter genders and

vice versa.

1.4 Reference to any statute or statutory provision includes a reference to the statute or

statutory provisions as from time to time amended, extended or re-enacted.

2. Duration

2.1 Effective Date

The Contract shall come into effect on the date that it is signed and shall continue in force

for the period expiring on [31st December 20xx] pursuant to clause 9.

2.2 Commencement of Services

The Contractor shall begin to provide the Services with effect from the Commencement

Date.

2.3 Power to vary the Services

GEL may, without obligation, at any time before the expiry of this Agreement by notice in

writing to the Contractor vary the Specification or the Programme in accordance with the

Specification, but any variation shall not entitle the Contractor to any change in the rates

set out in the Schedule of Contract Sums.

3 Obligations of the Contractor

3.1 To provide the Services

The Contractor shall provide the Services to GEL in accordance with the provisions of this

Agreement, and shall give first priority to the provision of the Services over any other

business activities undertaken by the Contractor, and the Contractor shall not, during the

continuation of this agreement, take on any other assignment which shall place it in conflict

with its duties to GEL under this Agreement.

3.2 Procedure and timescales

In the provision of the Services, the Contractor shall comply with GEL’s Procedures and

Programmes and strictly comply with the timescales for the provision of the Services set out

in the Specification, and shall comply with all requirements of GEL as to the quality of the

Services, it being acknowledged and understood by the Contractor that these requirements

(including the timescales) are:

• of fundamental importance to the Agreement, and,

• must be complied with in order to ensure the effective and efficient running of GEL

business; and that

• quality and accuracy of the Services are an indispensable obligation to the performance

of the Services.

In the event of any breach of this obligation the provisions of Clause 9.3 shall apply.

3.3 Safe Storage

All Documents and all information containing Confidential Information must be kept secure

and all proper precautions shall be taken by the Contractor to protect them from damage or

theft at all times including whilst they are at the Contractors premises or in transit to and

from the Contractors premises.

3.4 Personnel to be employees

The Contractor agrees that all personnel performing the Services for GEL shall:

3.4.1 be its employees;

3.4.2 hold a valid Right to Work document for Guernsey;

3.4.3 be trustworthy, honest, suitable to work within the Premises and have no previous

criminal convictions which, in the opinion of the Client Representative, would be

inappropriate for the Premises and Services being carried out in relation to this

Agreement,

3.5 Records

The Contractor shall keep detailed records of all of its activities in relation to the provision

of the Services and shall, if requested, make them available for inspection, and/or provide

copies to GEL.

3.6 Performance Standards

The Contractor shall at all times during the period of this Agreement:

3.6.1 conscientiously provide the Services with skill and care to a standard expected of a

competent professional experienced in providing services of the type to be provided

under this Agreement;

3.6.2 provide sufficient and appropriate staff and administrative resources to ensure that

the Services are performed in accordance with the terms and performance

standards of this contract, and will attend management meetings as requested by

GEL.

3.6.3 comply with all reasonable instructions of GEL;

3.6.4 use all reasonable and proper efforts to promote the interests of GEL and not to do,

or allow any of its personnel, to do any act or omit to do anything, that will bring

GEL into disrepute or cause embarrassment;

3.6.5 to remove from working in the provision of the Services any of its personnel whom

GEL reasonably request shall be removed on the grounds of:

(a) their incompetence, or

(b) being in breach, or likely breach, of Clause 3.4.3 or 3.9.

3.7 Material Delays, Cost and Quality

The Contractor must promptly notify GEL of any event, issue or activity that is likely to

prevent the Contractor from carrying out the required performance of the Services within

the required timescales, costs and quality standards (any or all) and shall advise GEL of its

proposals to mitigate the effect of any event or activity as soon as it is practical to do so.

For clarity, these notifications must be referred to as Contract Delivery Warnings by both

GEL and the Contractor. The Contractor must be pro-active and take full responsibility for

advising GEL Client Representatives as soon as is reasonably practical about any cost, time

or quality issues that may affect successful contract delivery in order for both parties to

reach agreement on mitigation plans.

3.8 Compliance with Health and Safety and other legislation

The Contractor shall comply with all legislation that may be relevant to the operation of

this Agreement and including (but not limited to) the Employers Liability (Compulsory

Insurance) (Guernsey) Law 1993, the Health and Safety at Work (General) (Guernsey)

Ordinance 1987 and such other Health and Safety Legislation as GEL may during this

Agreement implement. The Contractor shall prior to the Commencement Date and

thereafter on the anniversary of the Commencement Date supply GEL with a copy of its

Health and Safety Policy for approval by GEL.

3.9 Payment of Income Tax and States Social Insurance

Contractors shall comply with the requirements of relevant legislation in respect of Income

Tax and States Social Insurance contributions. If any employee shall be discovered not to be

paying Income Tax and States Social Insurance contributions, GEL shall be entitled to

require that they be removed from providing services under Clause 3.6.5, or GEL may elect

to treat that occurrence as a material breach of this Agreement.

3.10 Use of Local Resources

The Contractor shall make the fullest use of local labour, materials and plant in so far as is

practicable and economical. The use of non-local labour will be subject to the approval of

GEL. Any use of non-local labour following the date of the acceptance of the Contractor’s

tender and which was not disclosed in the tender will be a material breach of the provisions

of this Agreement.

4. Confidentiality

4.1 Confidentiality

The Contractor agrees to keep as strictly confidential all Confidential Information and

4.1.1 not to use Confidential Information except for the purpose of the provision of the

Services;

4.1.2 not to use Confidential Information for its own purposes or so as to procure any

commercial advantage over GEL

4.1.3 not to disclose or divulge the Confidential Information which have not at the time

been published by GEL to any third party, except on the express prior instructions in

writing of GEL;

and agrees to procure that any of its employees representatives or advisors or any Affiliates

are aware of the obligations of confidentiality and agree to comply with them and shall if

required by GEL execute a confidentiality undertaking in a form required by GEL.

4.2 Survival of Provisions

The obligations of the Contractor under this clause 4 shall survive the expiry or the

termination of this Agreement for whatever reason.

5. Liability

5.1 Liability

GEL will be relying upon the Contractor’s skill, expertise and experience and also upon the

accuracy of all representations or statements made and the advice given by the Contractor

in connection with the provision of the Services and the Contractor agrees to indemnify and

keep indemnified GEL against all costs, claims, demands, liabilities, expenses, damages or

losses, (including without limitation consequential losses, loss of profit and loss of

reputation, and all interest, penalties and legal and other professional costs and expenses)

arising out of or in connection with the Contractor’s negligence, default, breach of these

terms, delay or any failure to perform the Services either at all or in accordance with this

Agreement.

5.2 The Contractor accepts:

5.2.1 liability for any death or personal injury resulting from the Contractor’s negligence

or breach of contract; and

5.2.2 liability for damage to the Documents or other property (whether owned by GEL or

any third party) howsoever resulting from the Contractor’s acts or omissions in

connection with the provision of the Services or in connection with any other

activities undertaken by the Contractor pursuant to or for any purpose related to

this Agreement.

5.3 Indemnity

The Contractor hereby agrees to indemnify GEL against all and any liability loss damage

costs and expense of whatsoever nature incurred or suffered by GEL or by any third party by

reason of any liability arising under Clause 5.2.

5.4 Insurance

The Contractor undertakes and agrees to take out adequate insurance cover with an

insurance office of repute to cover the liability accepted by it in this clause 5 including

public liability in the sum of five million pounds (£5,000,000) or such other sum as GEL shall

specify, employee liability insurance in the sum of ten million pounds (£10,000,000) and

professional indemnity insurance (if professional advice is being provided by the Contractor

to GEL) in the sum of two million pounds (£2,000,000) or such other sums as GEL shall

specify.

5.5 Survival of Provisions

The provisions of this clause 5 shall survive the termination of this Agreement for any

reason.

6. Publicity

The Contractor agrees that, it will not issue any press release or other public document containing

or making any public statement containing any information which relates to, or is connected with,

or arises out of, this Agreement or the matters contained in it, or its appointment by GEL without

the prior written consent of GEL.

7. Payment

7.1 Fees and Expenses

GEL shall pay to the Contractor for the Services

7.1.1 the Contract Sums, and which are

7.1.2 payable in the manner,

as set out in the Schedule.

7.2 The Contract Sums are inclusive of all profit costs, management and administration charges,

and expenses and without prejudice to the generality include all overtime and meetings

with GEL.

7.3 Payment mechanism

All payments to the Contractor shall be made against the Contractor’s invoices, which shall

be presented in accordance with the Schedule. GEL shall make payment subject to the

receipt by GEL of the invoice in accordance with the Schedule, but if no date is specified

for payment in the Schedule then within 60 Calendar Days of the receipt of the invoice.

7.4 All payments shall be made by GEL by a cheque or bank transfer to the account of the

Contractor at a bank to be nominated in writing by the Contractor.

7.5 Payment is without prejudice to claims

Payment by GEL to the Contractor shall be without prejudice to any claims or rights that

GEL may have against the Contractor and shall not constitute any admission by GEL as to

the performance by the Contractor of its obligations under this Agreement. Prior to making

any such payment, GEL shall be entitled to make deductions or deferments in respect of any

disputes or claims whatsoever with or against the Contractor.

7.6 Interest

If either party fails to pay any amount payable under this Agreement, the other party shall

be entitled (but not obliged) to charge interest on the overdue amount, payable on demand

from the due date up to the actual date of payment, at the rate of 2% over the base rate of

the Bank of England, and the interest shall accrue on a daily basis.

7.7 Review

The Contractor shall notify GEL by no later than [1st September] prior to a Review Date if

they shall wish to apply a price increase in accordance with Indexation at the next following

Review Date.

8. Client Representative; Contract Manager and Liaison

8.1 Appointment of Client Representative

GEL shall appoint a Client Representative for the day-to-day purposes of managing the

Contract and may replace that person by notice in writing to the Contractor from time to

time. The Client Representative at the date of this Agreement is shown in the Schedule.

8.2 Power to act

Except as specifically provided for elsewhere in this Agreement, the Client Representative

shall be the duly authorised representative of GEL for all purposes connected with the

Agreement.

8.3 Deputy

For the purposes of this Agreement the Client Representative may appoint a deputy to act

for him generally or for specified periods or for specified tasks. The Client Representative

shall give written notice to the Contractor specifying the name and (if appropriate) the

delegated function of the deputy.

8.4 No power to agree amendments to Agreement

The Client Representative shall not have power to agree amendments to this Agreement.

8.5 Contract Manager and Power to act

The Contractor shall appoint a Contract Manager who shall be empowered to act on behalf

of the Contractor for all purposes connected with the Contract. Any notice, information,

instruction or other communication given or made to the Contract Manager shall be treated

as having been given or made to the Contractor.

8.6 Deputy

For the purposes of this Contract the Contractor may appoint a deputy to act for the

Contract Manager generally or for specified periods or for specified tasks. The Contractor

shall give written notice to GEL specifying the name and (if appropriate) the delegated

function of the deputy.

8.7 No power to agree amendments to the Agreement

The Contract Manager shall not have power on behalf of the Contractor to agree

amendments to this Agreement.

8.8 Regular and Emergency Meetings

The Client Representative and the Contract Manager shall meet at regular intervals

determined by GEL to review the performance of the Agreement and to discuss and resolve

any issues that may emerge. Either the Client Representative or the Contract Manager may

request an emergency meeting in the event of any material issue arising in relation to this

Agreement which shall require the prompt attention of the parties and each party shall act

in good faith to meet and resolve that issue as quickly as possible.

9. Termination

9.1 Expiry

This Agreement shall terminate automatically on expiry of its term.

9.2 Enforcement of Contract

Upon the termination of this Agreement under any of the grounds set out in Clause 9.3 GEL

shall have the right without prejudice to any of its other remedies to immediately engage

another Contractor to complete the provision of the Services.

9.3 Grounds for Termination

If the Contractor

9.3.1 becomes bankrupt (if an individual) or goes into liquidation (if a Company) or

becomes insolvent or has an administrator or receiver of it’s undertaking appointed;

or

9.3.2 is declared ‘en desastre’ anywhere in the Bailiwick of Guernsey or has a preliminary

vesting order made in respect of any real property in any part of the Bailiwick of

Guernsey; or

9.3.3 commits an incurable breach of any material provision of this Agreement or fails to

remedy a breach complained of by GEL within the time specified by GEL and a

breach of any obligation set out in the Schedule shall be treated (amongst other

matters) as a breach of a material provision;

9.3.4 is in persistent breach of its obligations (whether material or not) or fails to

perform the Services or abandons the Contract;

9.3.5 is convicted of (or any director manager partner officer or employee of the

Contractor is convicted of) any criminal offence, or act, which may in the opinion of

GEL bring GEL into disrepute; or

9.3.6 is subject to a change in Control

GEL may terminate this Agreement immediately by notice in writing to the Contractor.

9.4 Indemnity

Following any termination of this Agreement under clause 9.3 the Contractor shall

indemnify GEL against all loss, damage, costs including management and similar costs,

expenses including professional fees and expenses and the costs of engaging another

contractor, and all other expenditure or loss of revenue whatsoever incurred or suffered by

GEL as a result of the Contractor’s breach. This indemnity shall survive the termination of

this Agreement.

9.5 Failure by GEL

The Contractor shall not be required to fulfil its duties and obligations under this Agreement

and the provisions of this clause 9 shall not apply if at any time the Contractor is prevented

from fulfilling its duties and obligations by any acts or omissions of GEL or its personnel

provided always that in order to avail itself of this provision the Contractor must give

written notice to GEL of any such act or omission of GEL within 7 days of the occurrence of

such act or omission.

9.6 Non Payment

The Contractor may suspend Services in relation to this Agreement immediately by notice in

writing to GEL if GEL shall fail to make any payment more than 60 Business Days from the

date when the payment becomes due. Suspended Services in relation to this Agreement will

resume immediately following payment to the Contractor.

9.7 Termination following review

The contract is subject to ongoing review by GEL on an annual basis (the ‘review point’),

and GEL shall be entitled to terminate the contract at any time within 10 Business Days of a

review point should it be apparent at that time that the Services are failing to meet the

performance standards or are not being delivered to the reasonable satisfaction of GEL.

Any decision by GEL to terminate the contract following a review point shall be subject to a

period of one months notice.

9.8 Consequences of Termination

Upon the termination of this Agreement for whatever reason,

9.8.1 the Contractor shall deliver up to GEL all Confidential Information, including

Documents and copies thereof in their possession or control and the Contractor shall

not thereafter utilise or exploit the Confidential Information or Documents in any

manner;

9.8.2 GEL shall remain liable to pay to the Contractor all undisputed sums that have

accrued and are owing to the Contractor under this Agreement, but shall not be

liable to pay or compensate the Contractor in respect of work not already then

delivered to GEL.

9.8.3 termination shall not affect the rights of GEL that have accrued prior to termination

nor the right of GEL to recover from the Contractor all additional expenses incurred

by GEL in consequence of the termination and having to make alternative

arrangements.

9.8.4 all provisions that are expressed to survive this Agreement, shall remain in force

and effect.

10. Assignment

10.1 No assignment

The Contractor shall not assign, transfer, sub-contract or in any other manner make over to

any third party the benefit and/or burden of this Agreement.

10.2 GEL Successors

GEL shall be entitled to assign, the benefit and/or burden of this Agreement to any

successor organisation to GEL, the States of Guernsey or any States trading company or

other entity into which [the building] the subject of the Services may be conveyed or leased

or otherwise transferred.

10.3 Binding upon Successors

This Agreement shall be binding upon the successors and assigns of the parties.

11. Governing law and jurisdiction

11.1 Law

The law of Guernsey shall govern the validity construction and performance of this

Agreement.

11.2 Forum

All disputes, claims or proceedings between the parties relating to the validity construction

or performance of this Agreement shall be subject to the non-exclusive jurisdiction of the

Court of Guernsey.

11.3 Mediation

If any dispute arises out of this Agreement the parties will attempt to settle it by

negotiation and may if they so agree refer the matter to mediation in accordance with the

Centre for Dispute Resolution (CEDR) Model Mediation Procedure.

12. Force majeure

12.1 Relief for force majeure

Neither party shall be in breach of this Agreement if it is prevented from performing its

obligations by reason of an event of force majeure.

12.2 Meaning of Force Majeure

An event of force majeure shall mean any cause preventing either party from performing all

or any of its obligations arising from or attributable to war, civil war, riot, malicious

damage, failure of essential utility services, fire, flood, storm governmental order or

industrial dispute.

12.3 Notice and consequences

If either party is unable to perform its duties and obligations under this Agreement as a

direct result of an event of force majeure it shall give written notice to the other of that

inability and supply full details of the event and

(a) The operation of this Agreement shall be suspended for as long as the event shall

continue, and

(b) upon the cessation of the event the party relying upon it shall notify the other.

12.4 Right to terminate

If the event continues for a period of more than 25 Business Days the party not claiming

relief shall have the right to terminate this Agreement upon giving 5 Business Days’ written

notice of termination to the other party.

13. Illegality

If any provision or term of this Agreement becomes or is declared void, illegal, invalid or

unenforceable for any reason whatsoever including (without limitation) by reason of

(a) the provisions of any legislation or provision having the force of law or

(b) any decision of any Court or other body or authority having jurisdiction over the

parties or this Agreement,

that term or provision shall be divisible from, and deemed to be deleted from, this

Agreement provided that, if effect of the deletion is to materially affect or alter the

commercial basis of this Agreement, the parties shall negotiate in good faith any

amendment or modification of the terms of this Agreement as may be necessary or

desirable to give effect to the original intention of the parties.

14. Audit

14.1 Audit of Records

The Contractor shall grant to GEL, the auditors of GEL and their respective authorised

agents the right of reasonable access on seven days prior written notice and then during

normal business hours to all records in relation to the Services and shall provide all

reasonable assistance during such times and during the currency of this Agreement or at

anytime within two years thereafter for the purposes of carrying out an audit of the

Contractor’s compliance with this Agreement.

14.2 Suspected fraud

Without prejudice to the foregoing, in the event of an investigation into suspected

fraudulent activity or other impropriety by the Contractor or any third party, GEL reserves

for itself, the auditors of GEL and their respective authorised agents or any law

enforcement agency the right of access to all records in relation to the Services and the

Contractor agrees to render all necessary assistance to the conduct of such investigation at

all times during the currency of this Agreement or at any time thereafter.

15. CORRUPT GIFTS AND PAYMENTS OF COMMISSION

15.1 No inducements

The Contractor shall neither:

15.1.1 offer or give or agree to give any person in the employment of GEL any gift or

consideration of any kind as an inducement or reward for doing or forbearing to do

or for having done or forborne to do any act in relation to the obtaining or

performance of this Agreement or any other agreement with GEL or for showing or

forbearing to show favour or disfavour to any person in relation to this Agreement,

except that gifts may be provided in accordance with GEL Guidelines on the

acceptance of Gifts; nor

15.1.2 enter into this Agreement if in connection with it commission has been paid or

agreed to be paid to any person in the employment of GEL by the Contractor or on

the Contractor's behalf or to the Contractor's knowledge, unless before this

Agreement is made particulars of any such commission and of the terms and

conditions of any agreement for the payment thereof have been disclosed in writing

to GEL.

15.2 Remedy for breach

In the event of any breach of this Clause 15 by the Contractor or the commission of any

offence (including but not limited to the offence of bribery contrary to the customary law

of Guernsey) by the Contractor in relation to this Agreement, GEL may summarily terminate

this Agreement by notice in writing to the Contractor provided always that such termination

shall not prejudice or affect any right of action or remedy which shall have accrued or shall

accrue thereafter to GEL and provided always that GEL may recover from the Contractor

the amount or value of any such gift, consideration or commission.

15.3 The decision of GEL shall be final and conclusive in any dispute, difference or question

arising in respect of:

15.3.1 the interpretation of this Clause (except so far as the same may relate to the

amount recoverable from the Contractor under Clause 15 in respect of any loss

resulting from such termination of this Agreement); or

15.3.2 the right of GEL under this Clause 15 to terminate this Agreement; or

15.3.3 the amount or value of any such gift, consideration or commission.

16. Miscellanous

16.1 Entire Agreement

This Agreement embodies and sets forth the entire agreement and understanding of the

parties and supersedes all prior oral or written agreements understandings or arrangements

relating to the subject matter of this Agreement except that GEL shall be entitled to rely on

any representation warranty undertaking or information (the tender information) supplied

by the Contractor in support of its tender bid in relation to which parties have entered into

this Agreement. Except for the tender information neither party shall be entitled to rely on

any agreement, understanding or arrangement which is not expressly set forth in this

Agreement.

16.2 Amendments

This Agreement shall not be amended, modified, varied or supplemented except in writing

signed by duly authorised representatives of the parties.

16.3 Waiver

No failure to delay on the part of either party hereto to exercise any right or remedy under

this Agreement shall be construed or operated as a waiver thereof nor shall any single or

partial exercise of any right or remedy as the case may be. The rights and remedies

provided in this Agreement are cumulative and are not exclusive of any rights or remedies

provided by law.

16.4 Costs

Each of the parties hereto shall be responsible for its respective legal and other costs

incurred in relation to the preparation of this Agreement.

16.5 Rights of third parties

No term of this Agreement shall be enforceable by a third party being any person other than

a party to this Agreement and their permitted successors and assignees.

17. Notice

17.1 Notice to be in writing

Any notice or other document to be given under this Agreement shall be in writing and shall

be served if delivered personally or sent by:

(a) first class post; or

(b) facsimile

to a party at the address set out on page 1 of this Agreement or such other address as the

party may from time to time designate. Any notices to GEL shall be clearly marked for the

attention of the Client Representative. GEL may issue written instructions to the Contractor

for the delivery of work orders (as detailed within the schedules) via electronic means such

as email.

17.2 Language

All such notices and documents shall be in the English language.

17.3 Receipt

Any notice or other document shall be treated as having been received

(a) two Business Days following the date of posting or,

(b) if served personally or given by facsimile or email, simultaneously with the delivery

or transmission provided it is delivered or transmitted before 5.00pm but if after

that time, then on the next Business Day.

To prove the giving of a notice or other document it shall be sufficient to show that it was

despatched by GEL to the Contractor.

17.4 No service by Email

Service may not be effected by email and is subject to signing of this Agreement by GEL and

the Contractor.

18. No Partnership/Agency

Nothing in this Agreement is intended to, or shall operate to create a partnership or joint

venture of any kind between the parties, or to authorise the Contractor to act as agent for

GEL, and neither party shall have authority to act in the name of, or on behalf of, or

otherwise bind the other, in any way, including but not limited to, the making of any

representation or warranty; or the assumption of any obligation or liability, and the

exercise of any right or power.

THE SCHEDULE

The Services

SPECIFICATION

The Client

Representative:

The Contract is for (describe outputs required by GEL)

PROCEDURES and PROGRAMME

Timescales and deliverables

Payment Provisions

The Contract Sums

ITEM PRICE

Insert agreed items and prices

1.1 The rates shown above shall be increased by Indexation (subject to Clause 7 of the

Agreement) as from each Review Date.

1.2 The Contractor shall supply an invoice in respect of each instalment together with a

breakdown of the invoice giving such detail, as GEL shall require.

1.3 All sums are deemed inclusive of Value Added Tax or similar taxation. At the

Commencement Date no Value Added Tax is chargeable within the Bailiwick of Guernsey

and GEL shall not be charged VAT on the Contract Sums or any element within the Contract

Sums.

Signed for and on behalf of


…………………………………………………………

Authorised Signatory

Signed for and on behalf of

{The Contractor}

…………………………………………………………

Authorised Signatory

[Optional Clauses where Services are provided at GEL Premises (leased or owned)

3.11 Agreed personnel

The Contractor agrees that, subject to Clause 3.12, the personnel identified in the Schedule

shall be all those who shall perform the Services or otherwise requires access to the Building

for the purpose of this Agreement (Approved Personnel).

3.12 No changes in personnel shall be made without GEL’s prior approval, which may be withheld

without GEL being obliged to provide a reason. The Contractor shall submit to GEL the name

and details of, and shall permit GEL (if they so wish) an opportunity to interview, any

addition to the list of personnel to be granted access to the Building. GEL shall notify the

Contractor within 72 hours of the interview of any objection to the proposed addition.

3.13 The Contractor shall maintain an up to date list of Approved Personnel and shall make it

available for inspection to GEL at any time upon request. The list of Approved Personnel

shall contain, in relation to Approved Personnel, the following details:

� Name

� Address

� Right to Work document reference

� Date of commencement of employment with Contractor

� Job Title

� (where appropriate) details of date the person left the employment of the Contractor.

3.14 Personnel to be employees

The Contractor agrees that all personnel performing the Services for GEL shall:

3.14.1 be its employees;

3.14.2 hold a valid Right to Work document for Guernsey;

3.14.3 be trustworthy, honest, suitable to work within the Premises and have no previous

criminal convictions which, in the opinion of the Client Representative, would be

inappropriate for the Premises and duties being carried out in relation to this Agreement,

3.14.4 not be allowed to smoke or consume alcohol at the Building.

3.15 No other admittance

No other persons other than those on the list of Approved Personnel, whether employees or

relatives of employees or third parties shall be permitted by the Contractor or any of its

employees, to enter or remain in the Building, at any time. Any breach of this provision

shall be considered to be a material breach of the Agreement.

3.16 Security

The Contractor shall

3.16.1 nominate in writing to GEL, a keyholder (‘Keyholder’) who shall be responsible for

the safe custody of any keys, security access cards and security access codes;

3.16.2 ensure that the Keyholder shall not part with any keys or security access cards or

divulge any key access codes to any other person (‘transferee’) without the prior

written consent of GEL, and in the event that consent shall be granted, shall ensure

that the transferee shall not under any circumstances part with any keys or security

access cards or divulge any key access codes to any other person;

3.16.3 ensure and maintain the security of the Building including, but not limited to,

access through doors and windows, during any period in which the Contractor shall

be in the Building;

3.16.4 ensure that all employees on the list of Approved Personnel have at all times whilst

at the Building:

� a form of identification evidencing their employment by the Contractor;

� name badges; and

� identifiable tabards or overalls

� and shall comply with all regulations, policies or practices notified by GEL

whilst at GEL Premises.

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