DRAFT FORM OF CONTRACT

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Elfrieda Barrett
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1 DRAFT FORM OF CONTRACT Dear Sir/Madam, Date Ref.: Maintenance of Panjwai Road from Mirwais Mina to Panjwai District Centre, (Lot 1), Maintenance of Arghandab Road from Brishna Kot to Sardeh Bagh, (Lot 2) and Maintenance of Southern Bypass Road from Kandahar-Kabul Highway to Kandahar-Spinboldak Highway, (Lot 3), Kandahar Province, Southern Region. Project: The United Nations Office for Project Services (hereinafter referred to as "UNOPS"), wishes to engage your company, duly incorporated under the Laws of [INSERT NAME OF THE COUNTRY] (hereinafter referred to as the "Contractor") in order to perform works on Maintenance of Panjwai Road from Mirwais Mina to Panjwai District Centre, (Lot 1), Maintenance of Arghandab Road from Brishna Kot to Sardeh Bagh, (Lot 2) and Maintenance of Southern Bypass Road from Kandahar-Kabul Highway to Kandahar-Spinboldak Highway, (Lot 3), Kandahar Province, Southern Region. (Hereinafter referred to as the "Works"), in accordance with the following Contract: 1.Contract Documents 1.1 This Contract is subject to the UNOPS General Conditions for Construction Works, attached hereto as Annex I. The provisions of such Annex shall control the interpretation of this Contract and in no way shall be deemed to have been derogated by the contents of this letter and any other Annexes, unless otherwise expressly stated under section 4 of this letter, entitled "Special Conditions". 1.2 The Contractor and UNOPS also agree to be bound by the provisions contained in the following documents, which shall take precedence over one another in case of conflict in the following order: a) this letter; b) the Technical Specifications and Drawings [ref....dated...], attached hereto as Annex II; [INSERT NAME AND ADDRESS OF THE CONTRACTOR] c) the Contractor's Tender: including the Priced Bill of Quantities] [ref..., dated...], as clarified by the agreed minutes of the negotiation meeting 1

2 [dated...], not attached hereto but known to and in the possession of both parties. 1.3 All the above shall form the Contract between the Contractor and UNOPS, superseding the contents of any other negotiations and/or agreements, whether oral or in writing, pertaining to the subject of this Contract. 2. Obligations of the Contractor 2.1 The Contractor shall commence work within 7 days from the date on which he shall have been given access to the Site and received the notice to commence from the Engineer, and shall perform and substantially complete the Works by../../... [INSERT DATE], in accordance with the Contract. The Contractor shall provide all material, supplies, labor and other services necessary to that end. 2.2 The Contractor shall submit to the Engineer the Programme of Work referred to in Clause 13 of the General Conditions within 5 days of notification of contract award. 2.3 The Contractor represents and warrants the accuracy of any information or data provided to UNOPS for the purpose of entering into this Contract, as well as the quality of the Works foreseen under this Contract in accordance with the highest industrial and professional standards. 3. Price and payment 3.1 The total estimated price of the Contract is contained in the Bill of Quantities and amounts to US$ [INSERT CURRENCY & AMOUNT IN FIGURES AND WORDS]. 3.2 The final price of the Contract will be determined on the basis of the actual quantities of work and materials utilized in the complete and satisfactory performance of the Works as certified by the Engineer and the unit prices contained in the Contractor's financial proposal. Such unit prices are fixed and are not subject to any variation whatsoever. 3.3 If the Contractor foresees that the final price of the Contract may exceed the total estimated price contained in 3.1 above, he shall so inform the Engineer without delay, in order for UNOPS to decide, at its discretion, to increase the estimated price of the Contract as a result of a larger quantity of work/materials or to reduce the quantity of work to be performed or materials to be used. UNOPS shall not be responsible for payment of any amount in excess of that stipulated in 3.1 above unless this latter amount has been increased by means of a written amendment of this Contract in accordance with its paragraph 8 below.

3 3.4 UNOPS shall effect payment of the invoices after receipt of the certificate of payment issued by the Engineer, approving the amount contained in the invoice. The Engineer may make corrections to that amount, in which case UNOPS may effect payment for the amount so corrected. The Engineer may also withhold invoices if the work is not performed at any time in accordance with the terms of the Contract or if the necessary insurance policies or performance security are not valid and/or in order. The Engineer shall process the invoices submitted by the Contractor within 15 days of their receipt, provided that the invoices are complete and contain all relevant supporting documentation. 3.5 Payments effected by UNOPS to the Contractor shall be deemed neither to relieve the Contractor of its obligations under this Contract nor as acceptance by UNOPS of the Contractor's performance of the Works. 3.6 Payment of the final invoice shall be effected by UNOPS after issuance of the Certificate of Final Completion by the Engineer, as per UNOPS payment regulations. 4. Special conditions 4.1 According to Clause 45 of the General Conditions, the liquidated damages for delay shall be 0.2% (zero point two percent) of the total estimated price of the Contract per day of delay up to a maximum of 10% of the total estimated price of the Contract. 4.2 The Contractor is responsible if applicable for the payment of all taxes and customs duties in accordance with and subject to the provisions of the tax laws and regulations in force. It is the Contractors responsibility to make all the necessary inquiries in this respect and he shall be deemed to have satisfied himself regarding the application of all relevant tax laws. 4.3 The Contractor shall keep, at the construction site, a complete set of full size prints. The prints are the issued for construction drawings which have been signed by UNOPS. During construction, these prints shall be marked to show all the approved deviations from the construction drawings. The colour red shall be used to indicate all additions, and green to indicate all deletions. The drawings shall show the following information but not be limited thereto: a) The locations and description of any utility lines and other installations of any kind or other descriptions known to exist within the construction area. The location includes dimensions to permanent features. b) The locations and dimension of any changes within the building or structure, and the accurate location and dimension of all underground utilities and facilities.

4 c) Correct grade or alignment of roads, structures, and utilities if any changes were made from Contract drawings. d) Correct elevations if changes were made in site grading from the Contract plans. e) Changes in details of design or additional information obtained from working drawings specified to be prepared and/or furnished by the Contractor including, but not limited to, fabrication erection, installation, and placing details, pipe sizes, insulation material, dimensions of equipment foundations, etc. f) The topography and grades of all drainage installed or affected as part of the project construction. g) All changes or modifications from the original design and from the final inspection. h) Where Contract drawings or specifications allow options, only the option actually used in the construction shall be shown on the as-built drawings. The option not used shall be crossed out. (2) These deviations shall be shown in the same general detail utilized in the issued for construction drawings. Marking of the prints shall be pursued continuously during construction to keep them up to date. In addition, the Contractor shall maintain full size marked-up drawings, survey notes, and sketches. This information shall be maintained in a current condition at all times until the completion of the work. The resulting field-marked prints and data shall be referred to and marked as As-Built Field Data, and shall be used for no other purpose. They shall be made available for inspection by the Engineer whenever requested during construction and shall be jointly inspected for accuracy and completeness by the Engineer and a responsible representative of the Contractor prior to submission of each monthly pay estimate. 4.5 In accordance with Clause 7 Assignment and Subcontracting of the UNOPS General Conditions for Construction Works, in the event that the Contractor requires the services of subcontractors, written approval upon submitted justification of use must be obtained from UNOPS prior to the Contractor s engagement of subcontracting works or services. All terms of any subcontract shall be subject to and be in conformity with the provisions of the Contract. In addition, the Contractor must ensure that the subcontractor in question is registered with AISA, has the experience and capacity to fulfill its obligations, is insured, is in good standing with the host Government of Afghanistan, and will be compliant with the UNOPS provisions of this Contract. 4.6 The Contractor agrees to undertake all reasonable efforts to ensure that none of the UNOPS funds received under this Contract are used to provide support to

5 individuals or entities associated with terrorism and that the recipients of any amounts provided by UNOPS hereunder do not appear on the list maintained by the Security Council Committee established pursuant to resolution 1267 (1999). The list can be accessed via This provision must be included in all sub-contracts or sub-agreements entered into under this Contract. 4.7 The Contractor must ensure that all effort is made to safeguard all site materials and plant against damage or theft. 5. Submission of invoices 5.1 One original and one copy of every invoice shall be submitted by mail by the Contractor for each payment under the Contract to the Engineer's address specified in clause Time and manner of payment 6.1 Invoices shall be paid within thirty (30) days of the date of the receipt of invoice that has been certified by the Engineer. 6.2 All payments shall be made by UNOPS to the following Bank account of the Contractor: [NAME OF THE BANK] [ACCOUNT NUMBER] [ADDRESS OF THE BANK] 7. Modifications 7.1 Any modification to this Contract shall require an amendment in writing between both parties duly signed by the authorized representatives of the Contractor and UNOPS. 8. Notifications 8.1 For the purpose of notifications under the Contract, the addresses of UNOPS and the Contractor are as follows: For UNOPS: Vertical Structures Unit, Afghanistan Operations Centre, UNOPS UNOCA Compound, Jalalabad Road Kabul, Afghanistan Tel:

6 Ref: VSU/ITB/ /010/024 For the Contractor: [Insert Name, Address and Telex, Fax and Cable Numbers] 8.2 UNOPS shall communicate as soon as possible to the Contractor after the signature of the Contract, the address of the Engineer for the purposes of communication with the Engineer under the Contract. If the above terms and conditions meet with your agreement as typed in this letter and in the Contract Documents, please initial every page of this letter and its attachments and return to this office one original of this Contract, duly signed and dated. Yours sincerely, [INSERT NAME OF THE DIVISION CHIEF] Chief [...] Division For [Insert name of the company/organization] Agreed and Accepted: Signature Name Title Date

General Conditions of Contract for Civil Works

General Conditions of Contract for Civil Works Dear Sir/Madam, MODEL CONTRACT FOR WORKS Date Ref.: / / [INSERT PROJECT NUMBER AND TITLE] The United Nations Development Programme (hereinafter referred to