ANNEX II SAMPLE FORM OF CONTRACT

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Heather Knight
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1 ANNEX II SAMPLE FORM OF CONTRACT

2 Date Dear Sir/Madam, Ref.:76613 / / Supply of 3-phase power and supply & installation of submersible pumps at Konduwa bore field in Nyala, South Darfur The United Nations Office for Project Services (hereinafter referred to as "UNOPS"), wishes to engage your company, duly incorporated under the (hereinafter referred to as the "Contractor") in order to perform Supply of 3-phase power and supply & installation of submersible pumps at Konduwa bore field in Nyala, South Darfur (hereinafter referred to as the "Works"), in accordance with the following Contract: 1 Contract Documents This Contract is subject to the UNOPS General Conditions for Construction Works, 2 April 1995, attached in Annex III of Invitation to Bid. The provisions therein shall control the interpretation of this Contract and in no way shall be deemed to have been derogated by the contents of this Agreement and any other Annexes, unless otherwise expressly stated under section 4 of this letter, entitled Special Conditions. 1.1 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: Contract Agreement (this letter) Invitation to Bid Instruction to Bidders (Annex I) General Conditions of Contract (Annex III) Technical Specification (Annex IV) Contract Drawings (Annex V) Priced Bill of Quantities (Annex VI) 1.2 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. [INSERT NAME AND ADDRESS OF THE CONTRACTOR] 2 Obligations of the Contractor 2.1 The Contractor shall commence work within a period of twenty-eight (28) days from Notice to Commence Work served by the Employer / Engineer (date of possession of site), and shall perform and substantially complete the works within 3 calendar months from the date of Notice to Commence Works, in accordance with the Page 1 of 7

3 Contract. The Contractor shall provide all material, supplies, labour and other services necessary to realize that goal. 2.2 The Contractor shall submit to the Engineer the Programme of Work referred to in Clause 13 of the General Conditions of Contract before commencement of works. 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 [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/material 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. Advance Payment - Any 3.5 UNOPS shall effect payment of the invoices within thirty (30) days 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. 3.6 Payment of the final progress invoice shall be effected by UNOPS after issuance of the Certificate of Final Completion by the Engineer. 4 Special conditions 4.1 The Advance Payment to be made upon signature of the contract by both parties is contingent upon receipt and acceptance by UNOPS of a bank guarantee for the full amount of the advance payment issued by a Bank and in a form acceptable to UNOPS. Page 2 of 7

4 4.2 Performance Guarantee: The Performance Guarantee referred to in Clause 10 of the General Conditions shall be submitted by the Contractor for an amount of TEN PERCENT 10% OF THE CONTRACT PRICE The contract is not subject to price fluctuations. 4.3 Liability Insurance: The liability insurance referred to in Clause 23 of the General Conditions shall be taken out by the Contractor for an amount of hundred percent (100%) of the contract amount. 4.4 Liquidated Damages: According to Clause 45 of the General Conditions, the liquidated damages for delay shall be 0.5% (zero point five percent) per day (pro-rated for part thereof, a working week being taken as 6 (six) working days) up to a maximum of 10% of the final Contract Price. 4.5 Retention: The amount of the payments referred to under section 3.6 above shall be subject to a deduction of ten percent (10%) of the amount accepted for payment as Security Deposit (Retention Amount) from all progressive payments certificates. 4.6 The Contractor shall submit a Statement at Taking-Over Certificate (on completion of Testing and commissioning period) within a period of 28 days from the date of issuing of such Certificate with supporting documents showing in detail the following aspects: the final value of all work done in accordance with the Contract up to the date stated in such Taking-Over Certificate, and Any further sums which the Contractor considers to be due In addition, the Contractor shall show separately an estimate of amounts for which the Contractor considers will become due to him under the Contract. 4.7 The Contractor shall submit to the Engineer for consideration six copies of a Draft Final Statement with supporting documents within a period of 28 days from the issue of the Defects Liability Period as stipulated in Clauses 46 and 47 of the UNOPS GCC for Works (Annex III of this ITB) showing in detail the following aspects showing in detail the following aspects: the value of all completed works in accordance with the Contract, and any further sums which the Contractor considers to be due to him under the Contract or otherwise The Engineer and the Contractor shall agree on the final executed quantities of Works submitted in the Draft Final Statement prior to preparation of the Final Statement by the Contractor using the agreed quantities. Upon submission of the Final Statement, the Contractor shall give to the Employer with a copy to the Engineer, a written discharge confirming that the total of the Final Statement represents full and final settlement of all monies due to the Contractor arising out of or in respect of the Contract provided that such discharge shall become effective only after Page 3 of 7

5 payment due under the Final Payment Certificate issued under this Clause has been made and the performance security referred to previously has been duly returned to the Contractor. The Engineer shall issue a Final Payment Certificate within 28 days after receipt of the Final Statement, and the written discharge, to the Employer (with a copy to the Contractor) stating: the amount that in the opinion of the Engineer, is finally due under the Contract or otherwise, and after giving credit to the Employer for all amounts previously paid by the Employer and for all sums to which the Employer is entitled, the balance, if any, due from the Employer to the Contractor or from the Contractor to the Employer as the case may be 4.8 The Employer shall not be liable to the Contractor for any matter or thing arising out of or in connection with the Contract or execution of the Works on settlement amounts certified by the Engineer in the Final Payment Certificate. 5 Submission of invoices 5.1 One original and three copies of every invoice with measurements sheets certified by the Engineer s Staff shall be submitted by the Contractor for each payment under the Contract to the Engineer's address established during implementation of the project. 5.2 Invoices submitted by fax shall not be accepted by UNOPS. 6 Time and manner of payment 6.1 Invoices shall be paid within 30 (thirty) days of the date of their receipt and acceptance by UNOPS 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 the UNOPS: Page 4 of 7

6 Jeffrey Mc Murdo Head of Office UNOPS, Khartoum Ref. / / [INSERT CONTRACT REFERENCE & NUMBER] Fax: For the Contractor: [Insert Name, Address - and Fax No.] 8.2 For the purposes of communications with the Engineer, the address of the Engineer shall be as follows: Nihal Samarasinghe Project Manager, UNOPS, SDOC Nihals@unops.org 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. 9 Good Faith 9.1 The Parties undertake to act in good faith with respect to each other's rights and obligations under this Contract and to adopt all reasonable measures to ensure the realization of the objectives of this 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, Jeffrey McMurdo Head of Office, UNOPS For [Insert name of the company/organization] Page 5 of 7

7 Agreed and Accepted: Signature Name Title Date Page 6 of 7

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