Section 8- Special Conditions of Contract

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1 Part 4: Section 8. of Contract Section 8- of Contract The following of Contract (SCC) shall supplement the General Conditions of Contract (GCC). Whenever there is a conflict, the provisions herein shall prevail over those in the GCC. GCC 1.1(y) Procurement No: The Project Manager is: Mr. Komakech Vincent GCC 1.1(bb) GCC 1.1(ee) GCC 1.1(ii) GCC 2.3 GCC 2.4 GCC2.5 GCC 3.1 GCC 4.2 GCC 6.1 The Site is located at Plot 176Pida, Koro sub-county in Gulu districtand is defined in Drawings included under Volume II of this document: The Start Date shall be: Not more than 7 (Seven) calendar days after the date of Site Possession The Works consist of: Construction of Phase 1 of the proposed JRP Headquarters including the following; Construction of JRP Office Block (1 Floor) Effluent& Waste water disposal facilities External works(selected) This Contract is an Ad-measurement Contract. Sectional completion shall not be permitted. The following documents shall also form part of the Contract: 1. Minutes of Negotiation Meetings if held 2. Contractor s Method statements &completion schedule 3. Contractor s comprehensive Health & Safety Plan The language of the Contract is English and the law governing the Contract is that of the Republic of Uganda. The Employer s specific approval is required for: The Project Manager shall obtain specific approval from the employer before carrying out any of his duties under the contract which in the Project Manager s opinion will cause the amount finally due under the contract to exceed the Contract Price or will give entitlement to extension of time. This requirement shall be waived in an emergency affecting safety of personnel or the works or adjacent property For notices, the Employer s address shall be: Attention: Street Address: Program coordinator JRP Plot 50 Lower Churchill Drive, Laroo Division Section 8: Page 1 of 9Document: Section 8, - SCC

2 Part 4: Section 8. of Contract Floor/Room number: Town/City: Gulu PO Box: 1216, Gulu, Country: UGANDA Telephone: +256 (0) Facsimile number: Electronic mail address: GCC 7.1 GCC 7.2 For notices, the Contractor s address shall be: Attention: Street Address: Floor/Room number: Town/City: Postal Code/PO Box: Telephone: Facsimile number: Electronic mail address: 7.1 on sub-contracting is not modified The following provisions shall apply with regard to the expenditure of provisional sums in respect of nominated sub-contractors; (a) Such sums shall be expended in favor of such persons as the Project Manager shall instruct and all specialists or other who are nominated by the Project Manager are hereby declared to be sub- contractors employed by the Contractor, and are referred to in these conditions as nominated sub contractors provided; (i) That the nominated sub-contractor shall carry out and complete the sub- contract works in every respect to the reasonable satisfaction of the Contactor and of the Project Manager, and in conformity with all the reasonable directions and equipments of the Contractor. (ii) That the nominated sub-contractor shall perform and comply with all the provisions of this contract on the part of the Contractor to be observed, performed and complied with so far as they apply to the sub contract works or to any portion of the same. (iii) That the nominated sub- contractor shall indemnify the Contractor against claims in respect of any negligence, omission or default of the sub contractor, his servants or agents or any misuse by him or them of any scaffolding or other plant, and shall insure himself against any such claims Section 8: Page 2 of 9Document: Section 8, - SCC

3 Part 4: Section 8. of Contract and produce the policy or policies and receipts in respect of premiums paid as and when required by either the Project Manager or the Contractor. (iv) That the nominated sub-contractor shall indemnify the Contractor against the same liabilities in respect of the sub contract works as those for which the contractor is liable to indemnify the Employer under this Contract. (v) That payment in respect of any work, materials or goods comprised in the sub contract shall be made within 14 days after receipt by the Contractor of the sum to which the Contractor shall be entitled by virtue of the Project Manager s certificate issued under the terms of this contract which states as due an amount including the total value of such work, materials or goods, and shall when due be subject to the retention by the Contractor of the sums mentioned in sub paragraph (vi) of paragraph (a) of this condition. (vi) That the Contractor shall retain from the sum directed by the Project Manager as having been included in the calculation of the amount stated as due in any certificate issued under the terms of this contract in respect of the total value of work, materials or goods executed or supplied by the nominated sub contractor the percentage of such value named in the of Contract (SCC) as percentage of certified value Retained up to a total amount not exceeding a sum which bears the same ratio to the sub contract price as the unreduced sum named as the limit of Retention Fund; and that the Contractor s interest in any sums so retained (by whomsoever held) shall be fiduciary as trustee for the nominated sub contractor (but without obligation to invest); and that the nominated sub contractor s beneficial interest in such sums shall be subject only to the right of the Contractor to have recourse thereto from time to time for payment of any amount which he is entitled under the sub contract to deduct from any sum due or to become due to the nominated sub contractor; and that if and when such sums, or any part thereof are released to the nominated sub contractor they shall be paid in full (vii) That the Project Manager and his representatives shall have a right of access to the workshops and other places of the nominated sub contractor as required by the terms of this contract. (b) The Project Manager shall direct the Contractor as to the total value of the work, materials or goods executed or supplied by a nominated sub contractor included in the calculation of the amount stated as due in any certificate issued under the terms of this contract and shall forthwith inform the nominated sub contractor in writing of the Section 8: Page 3 of 9Document: Section 8, - SCC

4 Part 4: Section 8. of Contract amount of the said total value. The sum representing such total value shall be paid by the Contractor to the nominated sub contractor within 14 days after receipt by the Contactor of the sum to which the Contractor shall be entitled by virtue of the certificate less only (i) any retention money which the Contractor may be entitled to deduct under the terms of the sub contract and (ii) any sum to which the Contractor may be entitled in respect of delay in the completion of the sub contract works or any section thereof and (iii) any amount paid under previous certificates. (c) Before issuing any certificate under the terms of the contract, the Project Manager may request the Contractor to furnish to him reasonable proof that all amounts included in the calculation of the amount stated as due in previous certificates in respect of the total value of the work, materials or goods executed or supplied by any nominated sub contractor have been duly discharged, and if the Contractor, fails to comply with any such request the Project Manager shall issue a certificate to that effect and thereupon the Employer may himself pay such amounts to the nominated subcontractor and deduct the same from any sums due or to become due to the Contractor. (d) That the sub contract works shall be completed within the period or (where they are to be completed in sections) periods therein specified and on completion of such sub-contract works, the Project Manager shall certify in writing accordingly; and send a duplicate of any such certificate to the nominated sub contractor (i) the Contractor shall not without the written consent of the Project Manager grant to any nominated sub contractor any extension of the period within which the sub contract works or (where the sub contract works are to be completed in sections) any section thereof is to be completed, provided always that the Contractor shall inform the Project Manager of any representations made by the nominated sub contractor as to the cause of any delay in the progress or completion of the sub contract works or of any section thereof, and that the consent of the Project Manager shall not be unreasonably withheld. (ii) If the nominated sub contractor fails to complete the subcontract works or (where the sub contract works are to be completed in sections) any section thereof within the period specified in the sub contract or within any extended time granted by the Contractor with the written consent of the Project Manager then if the same ought reasonably so to have been completed the Project Manager shall certify in writing accordingly; immediately upon issue the Project Manager shall send a duplicate of any such certificate to the nominated sub contractor. Section 8: Page 4 of 9Document: Section 8, - SCC

5 Part 4: Section 8. of Contract (iii) That if the nominated sub-contractor shall fail to complete the sub contract works or (where the sub contract works are to be completed in sections) any section thereof within the period therein specified or within any extended time granted by the contractor with written consent of the Project Manager, and the Project Manager certified in writing to the Contractor that the same ought reasonably so to have been completed, the nominated sub contractor shall pay or allow to the Contractor either a sum calculated at the rate therein agreed as liquidated and ascertained damages for the period during which the said works or any section thereof shall remain incomplete or a sum equivalent to any loss or damage suffered or incurred by the Contractor and caused by the failure of the nominated sub contractor as aforesaid. (e) If the Project Manager desires to secure final payment to any Nominated sub contractor before final payment is due to the Contractor, and if such sub contractor has satisfactorily indemnified the Contractor against any latent defects, then the Project Manager may issue an interim certificate including an amount to cover the said final payment, and thereupon the Contractor shall pay to such nominated sub contractor the amount so certified. Upon such final payment, the amount named in the appendix to these conditions as limit of Retention Fund shall be reduced by the sum which bears the same ratio to the said amount as does such sub contractor s sub contract price to the Contract Sum, and save for latent defects the Contractor shall be discharged from all liability for the work, materials or goods executed or supplied by such sub contractor under the sub contract to which the payment relates. (f) Neither the existence nor the exercise of the foregoing powers nor anything else contained in these conditions shall render the Employer in any way liable to any nominated sub contractor. (g) Where the Contractor in the ordinary course of his business directly carries out works for which prime cost sums are included in the Contract Specification and where he has so informed the Project Manager and the Project Manager is prepared to receive tenders from the Contractor for such items, then the Contractor shall be permitted to tender for the same or any of them but without prejudice to the Employer s right to reject the lowest or any tender. If the Contractor s tender is accepted, he shall not sub let the work without the consent of the Project Manager: Provided that where a prime cost sum arises under the Architect s instructions issued under the terms of this contract it shall be deemed for the purposes of this paragraph to have been included in the contract Specification. (h) Where the terms of a contract between the Contractor and a Section 8: Page 5 of 9Document: Section 8, - SCC

6 Part 4: Section 8. of Contract GCC 8.1 GCC 9.1 GCC 13.1 GCC 14.1 GCC 17.1 nominated sub contractor so required or the Project Manager shall so authorize in writing the Contractor shall make advance payments to the sub contractor before delivery of the goods, and the Contractor shall be allowed interest for the period from the date of such advance payment on the value of such goods calculated at commercial Bank Lending Rate in force at the time of the advance until the value of the said goods is included in a certificate in accordance with SCC The Schedule of Other Contractors is notpart of the Contract. N/A The Schedule of Key Personnel will bepart of the Contract. The minimum insurance covers shall be: (a) The minimum cover for insurance of the Works, Plant and Materials is:u.shs200million, (b) The maximum deductible for insurance of the Works, Plant and Materials is:u.shs10 million (c) The minimum cover for insurance of Equipment is: U.shs 50 million (d) The maximum deductible for insurance of equipment is: U.shs65 million (e) The minimum cover for insurance of property is: U.shs 650 million (f) The maximum deductible for insurance of property is: U.shs65 million (g) The minimum cover for personal injury or death insurance is: U.shs 130million (h) The maximum deductible for personal injury or death insurance is:u.shs65million Site Investigation Report(s)will not bepart of the contract. The Intended Completion Date for the whole of the Works shall be:. GCC 21.1 The Site Possession Date shall be: Not more than7 calendar days after signing of the contract GCC 25.1 The procedure for disputes shall be as specified in GCC 25.2 to GCC 25.3 GCC 25.4 Fees and types of reimbursable expenses to be paid to the Adjudicator:to be negotiated The arbitration shall be conducted in accordance with the Arbitration law of Uganda. Section 8: Page 6 of 9Document: Section 8, - SCC

7 Part 4: Section 8. of Contract GCC 26.1 GCC 27.1 GCC 27.3 GCC 35.1 G CC 42 GCC 44.1(l) GCC 47.1 Arbitration shall take place at: Gulu or other place within the vicinity of Gulu as specified by the arbitrator The Appointing Authority for the Adjudicator is: The President of the Uganda Society of Architects The Contractor shall submit a detailed program for the works within 14days of contract signing. The period between Program updates is 30 days. The amount to be withheld for late submission of an updated Program is: U.shs 1 million only The Defects Liability Period is 183calendar days. Payment certificates Add the following clause 42.7: The Project Manager shall not be bound to certify any payment under this clause if the net amount thereof, after all retentions and deductions, would be less than Ushs30million. i) At the Intervals stated, Certificates shall be issued provided the amounts of such Certificates are considered reasonable by the Project Manager, in accordance with Clause 42.3 of Conditions of Contract. When applying for a Certificate, the Contractor shall furnish the Project Manager with two copies of a detailed approximate statement of the value in order to expedite the issue of the Certificate. ii) All documents necessary for the purpose of the composition of the Final Account shall be passed to the Project Manager as and when available during the progress of the Works and not later than one month after the Date of Practical Completion. The following events shall also be Compensation Events: N/A The Contract is notsubject to price adjustment in accordance with Clause 47 of the General Conditions of Contract, and the following information regarding coefficients does not apply. The coefficients for adjustment of prices are: Not Applicable GCC 47.1 GCC 48.1 The Index I for local currency will be: N/A The Index I for the specified international currency will be: N/A The Index I for currencies other than the local currency and the specified international currency will be: N/A The proportion of payments retained for each payment certificate is 10% (ten percent). Section 8: Page 7 of 9Document: Section 8, - SCC

8 Part 4: Section 8. of Contract GCC 49.1 GCC 50.1 GCC 51.1 GCC 51.3 GCC 52.1 GCC 52.3 GCC 58.1 The liquidated damages for the whole of the Works are U.shs300,000 (Three Hundred, thousand Ugandan shillings)per day. The liquidated damages for sectional completion of the works shall be computed in proportion to the value of the said works that are completed beyond their due date of completion. The maximum amount of liquidated damages for the whole of the Works is 10%(ten percent) of the final Contract Price. In the event of the maximum amount of liquidated damages being reached before the works are completed, the client may consider alternative options for completion of the said works & subsequent recovery of losses & expenses incurred due to the delayed completion/termination The Bonus for the whole of the Works is N/A. The maximum amount of Bonus for the whole of the Works is N/A The Advance Payment will be equivalent to a maximum of 20%of the Contract Priceand will be paid in the same currencies and proportions as the Contract Price. It will be paid to the Contractor within30 days of the date of issue of the Advance payment certificate following submission of an acceptable Advance Payment Guarantee. The Advance Payment will be repaid by deduction from interim payments calculated as follows until full repayment has been achieved. R = [Va / (Vt x 0.80)] x D Where R = the amount to be repaid Va = the original amount of the advance Vt = the original Contract Price D = the amount of the interim payment pursuant to Clauses 43.1 to 43.4 Always provided that the advance payment shall be completely repaid prior to the time when 80 percent of the original Contract Price has been certified for payment A Performance Security shall be required. The Performance Security shall be for 10%(ten percent)of the Contract Price: The standard form of Performance Security acceptable to the Employer shall be an Unconditional Bank Guarantee in the format presented in Section 9 of the Bidding Documents. The date by which as built drawings are required is:60 days after issuance of the Certificate of Practical completion of the works or sectional completion of each section of work The date by which operating and maintenance manuals are required Section 8: Page 8 of 9Document: Section 8, - SCC

9 Part 4: Section 8. of Contract GCC 58.2 GCC 60.1 is:60 days after Practical completion of the works or sectional completion of each section of work The amount to be withheld for failing to produce as built drawings and/or operating and maintenance manuals by the date required is U.shs3,000,000/= (ThreemillionUganda Shillings). The percentage to apply to the value of the work not completed, representing the Employer s additional cost for completing the Works, is: 20% Section 8: Page 9 of 9Document: Section 8, - SCC

Section 7. General Conditions of Contract for the Procurement of Works

Section 7. General Conditions of Contract for the Procurement of Works Table of Clauses A. General...3 1. Definitions...3 2. Interpretation...5 3. Language and Law...5 4. Project Manager s Decisions...5