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AGREEMENT

This Agreement made the. day Kelaniya, Yakkala of .... 20 .

Between The Director, Gampaha Wickramarachchi Ayurveda Institute,University of (hereinafter called the Client) of one part and State Engineering Corporation of Sri Lanka of 130, W A D Ramanayake Mawatha, Colombo 02 (hereinafter called the Consultant) of the other part. Whereas the Client desires that certain services should be performed by the Consultant, namely Consultancy Services for the Construction of Hostel Building for Female Students, Gampaha Wickamarachchi Ayurveda Institute and has accepted a proposal by the Consultant for the performance of such services. Now this Agreement witnesseth as follows: 1. In this Agreement words and expressions shall have the same meanings as are respectively assigned to them in the Conditions of the Client / Consultant Agreement hereinafter referred to. 2. The following documents shall be deemed to form and be read and construed as part of this Agreement, namely: a) Articles of Agreement ; b) Letter of Acceptance; c) The Standard Conditions of Engagement - Part I General Conditions; d) The Standard Conditions of Engagement - Part II Conditions of Particular Application; The Appendices, namely; Appendix A Scope of Services Appendix B Appendix C Appendix D Personnel, Equipment, Facilities and Services of others to be provided by the Client Remuneration and Payment Programme for Consultancy Services

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3. In consideration of the payments to be made by the Client to the Consultant as hereinafter mentioned the Consultant hereby agrees with the Client to perform the Services in conformity with the provisions of the Agreement. 4. The Client hereby agrees to pay the Consultant in consideration of the performance of the Services such amounts as may become payable under the provisions of the Agreement at the times and in the manner prescribed by the Agreement.

In witnesseth whereof the parties hereto have caused this Agreement to be executed in Colombo on the day, month and year first before written in accordance with laws of the Democratic Socialist Republic of Sri Lanka. Signed by the said Client for or on behalf of the Government of Democratic Socialist Republic of Sri Lanka Signature: .. Name: . Designation Signed by the said Consultant the State Engineering Corporation of Sri Lanka Signature: .. Name: Designation .. in the presence of 1. Signature: .. Name: Designation 2. Signature .. Name: Designation ..

STANDARD CONDITIONS OF ENGAGEMENT PART I GENERAL CONDITIONS


This part of the document is a typographical re-production of Standard Conditions of Engagement - Part I developed by the Institute for Construction Training and Development Sri Lanka (ICTAD Publication No: ICTAD/CONSULT/01). In the event of a discrepancy in the contents between this document and the above ICTAD Publication, the contents of the ICTAD Publication shall prevail. 1.0 GENERAL PROVISIONS 1.1 SCOPE OF SERVICES The services to be performed by the Consultant under this Agreement (hereinafter called the services) relating to the works to be constructed (hereinafter called the works) are described in the Scope of Services set forth in Appendix A. 1.2 RELATIONSHIP BETWEEN THE PARTIES Nothing contained herein shall be construed as establishing or creating a relationship of master and servant or principal and agent. 1.3 LANGUAGE/S AND LAW a) The language or languages in which contract documents shall be drawn up shall be stated in Part II of these conditions of Engagement. b) The law to which the Client and Consultant is to be subject is that of the Democratic Socialist Republic of Sri Lanka as in effect from time to time. 1.4 CHANGES IN LEGISLATION If subsequent to the date of this Agreement, changes to any National or State Statute, Ordinance, Decree or other Law or any regulation or by-law of any local or other duly constituted authority, or the introduction of any such State Statute, Ordinance, Decree, Law, regulation or by-law which causes additional or decreased cost to the Consultant in the performance of his services, such additional or reduced cost shall be paid by or credited to the Client and the agreed remuneration adjusted accordingly. 1.5 DEFINITIONS Where the context so requires words imparting the singular also include the plural and the masculine includes the feminine and vice-versa and the references to neutral persons will include legal persons. The work days denotes calendar days. 1.6 HEADINGS The headings in these Standard Conditions of Engagement (Parts I and II) shall not be deemed to be part thereof or be taken into consideration in the interpretation or construction thereof or of the Agreement.

1.7 NOTICES 1.7.1 SERVICES OF NOTICES All notices under this Agreement shall be given in writing and shall be deemed to have been given if delivered at the specific designation of the parties as set forth in Part II of this Agreement by one of the following means: 1.7.2 personal delivery to the designated representatives of each of the Parties; by telegram (to be confirmed) by registered post by facsimile transmission (to be confirmed) CHANGE OF ADDRESS Either party may change a nominated address in Part II of this Agreement to another address by prior written notice to the other party. TERMINATION OF THE

2.0 COMMENCEMENT, COMPLETION, ALTERATION AND AGREEMENT

2.1 AGREEMENT FOR EFFECTIVENESS The Agreement is effective from the date of receipt by the Consultant of the Clients letter of Acceptance of the Consultants Proposal or of the latest signature necessary to complete the Formal Agreement, if any, whichever is later. 2.2 COMMENCEMENT DATE The Consultant shall commence the Services within the period stated in Part II of this Agreement. 2.3 COMPLETION DATE The Services shall be provided in accordance with the programme given in Clause 2.3.1 of Part II and shall be completed within the period indicated therein or as alternatively agreed in writing between both parties. 2.4 ALTERATION Should circumstances arise which call for modifications of the Agreement these may be made by mutual consent given in writing. 2.5 ASSIGNMENT The Consultant shall not, without the written consent of the Client, assign to any person the benefits, other than the assignment of any monies due or to become due under this Agreement. The Consultant shall not, without the written consent of the Client in any way assign or transfer the obligations of this Agreement or any part thereof. 2.6 DEATH OF THE CLIENT (WHERE APPLICABLE) The Agreement shall not be dissolved by the death or demise of the Client. His rights and obligations shall pass to his successors.

2.7 PARTNERSHIPS i. Addition of partner (s) Should the Consultant be a partnership and at any time take an additional partner or partners he or they shall thence be deemed to be included in the expression Consultant. ii. Withdrawal of partner(s) Should the Consultant be a partnership this Agreement shall not be dissolved by the death or withdrawal of one or more members of the partnership, unless the partnership agreement provides otherwise.

2.8 SINGLE OR SOLE PROPRIETORSHIP Should the Consultant being an individual, die or be prevented by illness or any circumstances beyond his control from performing the obligations stipulated or implied by this Agreement or from having it performed entirely, the Agreement terminates without prejudice to the accrued rights of either party against the other. The Client shall in that case pay the Consultant or his heirs, executors administrators, successors and permitted assignees against surrender of the documents necessary for the continuation of the work in so far as they are available, such part of the remuneration as corresponds to the state of the services under this Agreement, including any reimbursable costs and those termination costs (if any) ensuing for the Consultant or his heirs, executors, administrators, successors and permitted assignees from contracts already entered into in respect of the Agreement 2.9 SUB CONTRACTS Any sub-contract or modification or termination thereof relating to the performance of the Services by the Consultant shall be made only with the advance written agreement of the Client. 2.10 POSTPONEMENT AND TERMINATION 2.10.1 By Notice of the Client The Client may by written notice to the Consultant at any time give prior notice of his intention to abandon the services, in whole or in part, or terminate this Agreement. The effective date of termination of this Agreement shall not be less that sixty (60) days after receipt of such notice, or such other shorter or longer period as may be agreed between the parties. Upon receipt of such notice the Consultant shall take immediate steps to bring the Services to a close and to reduce expenditure to a minimum. Force Majeure The Consultant shall promptly notify the Client in writing, of any situation or event arising from circumstances beyond his control and which he could not reasonably foresee which makes it impossible for the Consultant to carry out in whole or in part his obligations under this Agreement. Upon the occurrence of such a situation or event the Services shall be deemed to be postponed for a period of time equal to that caused by the Force Majeure and a reasonable period not exceeding one (1) month to re-mobilize for the continuation of the services.

2.10.2

Neither party shall be considered in default in the performance of his obligations howsoever as the result of the force Majeure which, as implied herein, shall mean acts of God, war (declared or undeclared) riots, civil commotion, revolutions, hostilities, strikes, epidemics, accidents, fires, floods, earthquakes, explosions, blockades, nuclear hazards, extreme weather conditions and any force not within the control of the parties which renders impossible the fulfillment of this Agreement. 2.10.3 Default by the Client The Consultant may by written notice to the Client terminate the services under this Agreement: (i) if he has not received payment of that part of any invoice which is not contested within sixty (60) days of submission thereof; (ii) if the services have been postponed as provided for in Clause 2.10.2 and the period of postponement has exceeded six (6) months. 2.10.4 Entitlement of Consultant upon postponement or Termination Upon postponement of the Services or termination of this Agreement under Clause 2.10.1, 2.10.2, or 2.10.3 and subject to the obligation of the Consultant to reduce expenditure to a minimum as stated in Clause 2.10.1 the Consultant shall be entitled to receive the remuneration due up to the effective date of postponement or termination and reimbursement in full for such of the costs specified in Appendix C as shall have been incurred prior to the effective date of such postponement or termination and for all costs incidental to the orderly termination of the services, including return travel, if any of the Consultants personnel and their dependents and transportation costs for their effects. Compensation to the Consultant in respect of postponement or termination shall be agreed between the Client and the Consultant or failing agreement, shall be referred to arbitration in accordance with Clause 6 of the Agreement. 2.10.5 Default by the Consultant The Client shall notify the Consultant, in writing, if he considers that the Consultant is not discharging his obligations under this Agreement, stating the reasons therefore. In the event that the Consultant does not reply to such notice within fifteen (15) days the Client may deem the Agreement terminated. In this event the Consultant shall be entitled to receive the remuneration due for services rendered up to the date of notification of default and reimbursement in full for such of the costs specified in Appendix C as shall have been properly incurred prior to the date of notification of default.

2.10.6 Claims for Default Any claim for damages arising out of default and termination shall be agreed between the Client and the Consultant or, failing agreement, shall be referred to arbitration in accordance with Clause 6 of this Agreement. 2.10.7 Rights and Liabilities of Parties Termination of this Agreement, for whatever reason, shall not prejudice or affect the accrued rights or claims and liabilities of either party to this Agreement. 3.0 THE RIGHTS AND DUTIES OF THE CONSULTANT 3.1 SKILL CARE AND DILIGENCE The Consultant shall exercise all reasonable skill, care and diligence in the performance of the Services under the Agreement and shall carry out all his responsibilities in accordance with recognized professional standards. 3.2 IMPARTIAL ADVISER The Consultant shall in all professional matters act as an Impartial adviser to the Client and, in so far as any of his duties are discretionary, act fairly as between the Client and third parties. 3.3 INDIRECT PAYMENTS The remuneration of the Consultant charged to the Client according to Appendix C shall constitute his only remuneration in connection with this Agreement and neither he nor his personnel shall accept any trade commission, discount, allowance or indirect payment or other consideration in connection with or in relation to this Agreement or to the discharge of his obligations thereunder. 3.4 ROYALTIES The Consultant shall not have the benefit, whether directly or indirectly, of any royalty on or of any gratuity or commission in respect of any patented or protected article or process used on or for the purposes of this Agreement unless it is mutually agreed in writing that he may. 3.5 PROVISION OF EXPERT TECHNICAL ADVICE AND SKILL The Consultant will provide all the expert technical advice and skills which are normally required for the class of services for which he is engaged. Where specialist technical advice or assistance is required, beyond that committed under the Scope of Services in Appendix A, the Consultant may with the prior written agreement of the Client arrange for the provision of such services. The Client shall pay for all such services. However, the Consultant shall retain full and unseverable responsibility for all the Services, which he is committed to render under this Agreement unless it is agreed otherwise. 3.6 SUPERVISION OR INSPECTION OF WORK The Consultant shall give such supervision or inspection, as agreed of the works under construction as may be necessary to ensure that the works are being executed in accordance with the contract, the specifications, and general professional practice.

3.7 ALTERATIONS TO DESIGN AND VARIATION INSTRUCTIONS The Consultant when in charge of the supervision of works under construction, shall have authority to make minor alterations to design as may be necessary or expedient, but he shall obtain the prior approval of the Client for any modification of the design and costs of the said works and for any instruction to a contractor which constitutes a major variation, omission or addition to the latters contract as stated in Part II of this agreement. In the event of any emergency, however, which in the opinion of the Consultant requires immediate action in the Clients interest the Consultant shall have authority to issue such orders as required on behalf of and at the expense of the Client. The Consultant must inform the Client immediately of any orders issued without prior consent which will result in additional cost to the Client and follow up such advice as soon as possible with an estimate of the probable cost. 3.8 CERTIFICATE OF COMPLETION When the Consultant considers that the works or an integral part thereof has been substantially completed, which the Consultant deems capable of being accepted, the Consultant shall give appropriate prior written notice to the Client that such works or integral part thereof is ready for inspection and for such final tests as may be specified. The Consultant shall make such inspection and supervise any such tests. Upon successful completion of such tests the Consultant shall issue a certificate of completion in accordance with the contract between the Client and his contractor. 3.9 ISSUE OF CERTIFICATES AND PAYMENTS TO CONTRACTORS AND SUPPLIES The Consultant shall not be the medium of payments made on behalf of the Client to contractors and/or suppliers unless specifically so requested by the Client. He will, however, issue certificates for such payments. 3.10 COPYRIGHT The copyright of all design documents prepared by the Consultant in connection with the Agreement rests with the Consultant. The Client shall not be entitled either directly or indirectly to make use of these documents for the carrying out of the Services other than under the supervision of the Consultant and/or of any additional or similar services without prior approval of the Consultant which shall not be unreasonably withheld. Notwithstanding the above, in the event that the Consultant is in default under this contract as provided in clause 2.10.5 the Client shall not be limited nor require prior approval of the Consultant in using or providing such documents to other persons to complete the performance of the services, provided payments for such works have been made. OWNERSHIP OF EQUIPMENT AND MATERIALS Equipment and materials furnished to the Consultant by the Client or purchased by the Consultant with funds wholly supplied or reimbursed by the Client shall be the property of the Client and shall be so marked. Upon completion or termination of the Services, the Consultant shall furnish the Client with inventories of the equipment and materials referred to above as it then remains and dispose of same as directed by the Client. 3.12 PUBLICATION OF ARTICLES

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The Consultant shall have the right, subject to the Clients approval, which shall not be unreasonably withheld, to publish descriptive articles, with or without illustrations, with respect to the services either on his own account or in conjunction with other parties concerned. 4.0 4.1 LIABILITY OF THE CONSULTANT INDEMNIFICATION BY THE CLIENT Notwithstanding anything herein contained to the contrary, the Client shall indemnify and hold harmless the Consultant for and against any and all claims, damages, expenses or costs (including those asserted by third parties) directly or indirectly related to the Services to the extent that such claims, damages, expenses and costs exceed in total the Consultants liability as stated in Part II of this Agreement, but not exceeding 100% of the Consultants fee. This indemnification and hold harmless by the Client shall not apply in cases where such claims, damages and expenses arise from deliberate default or reckless misconduct of the Consultant. 4.2 Sri Lanka. 4.3 4.4 The Consultant shall be liable for any violation of legal provisions or rights of third parties in respect of patents and/or copyrights introduced into documents prepared by him. Unless notice to the contrary is given in writing by the Client, the Consultant shall, at the Clients expense, take out and maintain, on terms and conditions approved by the Client, insurance against third party liability and against loss of or damage to equipment purchased, with funds provided by the Client, for the sole use of the Consultant in the execution of the services, provided that the Consultant shall use his best efforts to maintain at his own cost, reasonable professional liability coverage. The Client undertakes no responsibility in respect of life, accident, travel or any other insurance coverage for employees or sub-contractors of the Consultant or for the dependents of any such persons as may travel within or to Sri Lanka or elsewhere for the purposes of the services 4.5 RESTRICTION OF LIABILITY The Consultant has no liability whatsoever for any part of the works not designed by him or not under his responsibility unless due to decisions taken and directives given by the Consultant in the course of carrying out the Services. DAMAGES RESULTING FROM ACTS BY CLIENT, CONTRACTORS OR SUPPLIERS The Consultant has no liability whatsoever for any damage resulting from any act of the Client, the Contractors or the Suppliers which is not covered by the Scope of services or the Consultants instructions or written advice. The expiry of the liability of the Consultant shall be in accordance with the Laws of

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5.0

OBLIGATIONS OF THE CLIENT 5.1 FURNISH DATA AND INFORMATION

The Client shall furnish without charge and within a reasonable time all pertinent data and information available to him and shall give such assistance as shall reasonably be required by the Consultant for the carrying out of his duties under this Agreement. The Consultant shall be entitled to rely upon the accuracy of the data and information supplied by the Client, with regard to his proprietary rights. The Consultant shall also be entitled to obtain at the Clients expense such data and information as the Consultant may deem necessary for performing the services required of him. 5.2 The Client shall give his decision on all sketches, drawings, reports, recommendations and other matters properly referred to him for decision by the Consultant in such reasonable time as not to delay or disrupt the performance by the Consultant of his Services under this Agreement. 5.3 AID TO CONSULTANT, HIS PERSONNEL AND THEIR DEPENDENTS The Client shall facilitate the timely granting to the Consultant, and any of his personnel and, where applicable, their dependents, i) Necessary permits and licenses for performing the services. ii) Unobstructed access to all sites and locations involved in carrying out the services; 5.4 COMPENSATION FOR DUTY ON DOCUMENTS Subject to the provisions of Stamps Duty Act and except when exemption has been arranged, the Client shall compensate the Consultant for any stamp duties and other duties payable on documents, as provided in the Part II. 5.5 EQUIPMENT, MATERIALS, SUPPLIES AND FACILITIES FURNISHED BY THE CLIENT. The Client shall make available, free of charge, to the Consultant and his personnel, for the purpose of the Services, the equipment and facilities described in Appendix B. 5.6 DELAY IN OBTAINING EQUIPMENT, MATERIALS, SUPPLIES AND FACILITIES FROM THE CLIENT In the event that the Consultant is delayed in obtaining the equipment and/or facilities set forth in Appendix B, he shall notify the Client of such delay and shall be entitled to appropriate time extension and proportional remuneration for completion of the Services. 5.7 NON SUPPLY OF EQUIPMENT, MATERIALS, SUPPLIES, AND FACILITIES FROM THE CLIENT If the anticipated equipment and/or facilities are not forthcoming the Client and the Consultant shall agree on how the affected part of the Services shall be carried out and upon a revised remuneration thereof. 5.8 COUNTERPART PERSONNEL The Client will in conjunction with the Consultant arrange for the selection and provision of counterpart personnel where required, as indicated in Appendix B hereto. Counterpart personnel will be trained by and work under the exclusive direction of the Consultant. In the event that any member of the counterpart personnel fails to perform adequately the work assigned to him by the Consultant, provided such work assignment is consistent with the position occupied by the staff

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member, the Consultant may request that he be replaced and such request shall not be unreasonably refused. If counterpart personnel are not provided in accordance with Appendix B, the Client and the Consultant shall agree on how the affected part of the Services will be carried out and upon a revised compensation therefor. 5.9 SERVICES OF OTHERS In conjunction with the Consultant, the Client undertakes to arrange the provision of services from others in accordance with Appendix B hereto. The Consultant shall coordinate with the firms and / or individuals listed in Appendix B, and shall be compensated as provided in Appendix C. In the event that the Consultant is delayed in obtaining the services from others set forth in Appendix B he shall notify the Client of such delay and shall be entitled to appropriate time extension and proportional remuneration for completion of the Services. If the anticipated services are not forthcoming, the Client and the Consultant shall agree on how the affected part of the Services will be carried out and upon a revised remuneration therefor. The Client shall hold the Consultant harmless against any losses or claims resulting from the failure of others to provides the services to be arranged by the Client in accordance with Appendix B. The Client shall also hold the Consultant harmless against any losses or claims resulting from the failures of others to perform in accordance with recognized professional standards. 6.0 SETTLEMENT OF DISPUTES 6.1 Amicable settlement The parties shall use their best efforts to settle amicably all disputes arising out of or in connection with this Agreement or the interpretation thereof. 6.2 Right to Arbitration Any dispute between the parties as to matters arising pursuant to this Agreement which cannot be settled amicably within thirty (30) days after receipt by one party of the other partys request for such amicable settlement shall be referred to the Director General, ICTAD his/her intervention and possible settlement. Payment for such services (if any), shall be equally shared by both parties. In the event a settlement of the dispute cannot be arrived at, it may be submitted by either party to arbitration. 6.3 Arbitration All disputes or differences arising out of or in connection with this agreement, including any question regarding its existence, validity or termination, shall be referred to, and finally resolved by Arbitration in Sri Lanka in accordance with the Arbitration Act. No. 11 of 1995, by a sole Arbitrator appointed by the parties. For the purpose of the appointment of the sole Arbitrator, the party initiating Arbitration shall together with its notice submit to the other party three names of persons who shall be unconnected with the consultancy agreement associated

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parties, for the selection of one (01) person by the other party to be appointed as sole arbitrator. Such selection shall be communicated to the party initiating arbitration within thirty (30) calendar days from the date of receipt of the notice & the names. If the other party fails to notify his selection within the prescribed time, then the party initiating arbitration shall select one of the three nominated by him to function as the sole arbitrator and shall inform the other party and the Arbitrator of such appointment. 6.4 may be assisted by persons who are in allied professions. ICTAD will maintain a list of Allied Professions the members of which may be appointed as arbitrators or representatives of the parties. 7.0 PERSONNEL 7.1 STAFF The Consultant shall provide all necessary staff. Their qualifications and terms of services shall be subject to the approval of the Client, which approval shall not be unreasonably withheld. 7.2 CONSULTANTS REPRESENTATIVE The Consultant shall designate an individual who shall be his representative at site. 7.3 REPLACEMENT OF INDIVIDUAL SITE STAFF Should it become necessary to replace any member of the staff during his contracted term, the Consultant shall forthwith arrange for such replacement with a person of comparable qualifications and experience. The party requesting the replacement shall be responsible for the financial consequences thereof; except in the cases when the Consultants staff are replaced for reasons of proved misconduct, inability to perform or violation of laws. All such requests, for whatever reason, must be presented in writing with the particular reasons stated. 7.4 CLIENTS INDIVIDUAL EXPERTS The Clients individual experts, if any, assigned to participate in the Services and specified in Appendix B hereof, shall only be appointed with the agreement of the Consultant and shall be remunerated by the Client. These experts may not be removed or replaced except by the Client acting in consultation with the Consultant. In all other respects such persons shall be subject to the administrative direction of the Consultant. Neither party shall be represented at the arbitration by Attorneys-At-Law, but

Notwithstanding the appointment of such persons by the Client, the Consultant shall at all times retain full and unseverable responsibility for the due performance of his

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obligations hereunder and for the satisfactory completion of the services. The Client shall be liable for these experts errors and/or omissions unless otherwise stated in Part II of this Agreement. 8.0 REMUNERATION OF THE CONSULTANT 8.1 SPECIFICATION OF REMUNERATION The Client shall remunerate the Consultant in respect of the Services in accordance with the conditions set forth in Appendix C. 8.2 REMUNERATION FOR SUPPLEMENTARY SERVICES In the event of any services being required supplementary to those detailed in Appendix A due to circumstances arising beyond the control of the Consultant and which could not reasonably have been foreseen or for any additional services, alterations or modifications as agreed between the parties and resulting from the Clients specific requests which cause amendments to the services or termination of this Agreement, the Consultant shall receive additional remuneration which shall be computed on an agreed basis together with all reimbursable costs incurred. 8.3 ADDITIONAL REMUNERATION FOR DELAYS In the case of delay on the part of the Client or of any contractor or the taking by the Client of the works or any part thereof out of the hands of any contractor due to his failure to properly perform the relevant contract, the Consultant to the extent that such delay results in extra costs, shall be entitled to additional remuneration. Such additional remuneration shall be computed on a time basis together with all reimbursable costs incurred or compounded on an agreed basis. 8.4 REMUNERATION FOR ADDITIONAL SERVICES RESULTING FROM CAUSES BEYOND THE CONTROL OF THE PARTIES If at any time before the completion of the works under the Agreement any part of the works or the equipment (excluding the Consultants equipment) shall be damaged or destroyed as a consequence of operations of war, political disturbance or other cause beyond the control of the Consultant, the Client shall pay to the Consultant the appropriate remuneration for any additional work which may be required to be designed and/or supervised by him as a from such operations or cause. result of such damage or destruction and a compensation for the damage resulting 8.5 LUMP SUM ESCALATION PROVISION If the remuneration is stipulated as a lump sum plus reimbursable costs an agreed index for escalation of the sum shall be specified in Appendix C.

9.0 PAYMENTS TO THE CONSULTANT 9.1 PROVISION FOR PAYMENTS The Client shall effect payments to the Consultant in accordance with the payment schedules and in the manner set forth in Appendix C. 9.2 TIME WITHIN WHICH PAYMENTS TO BE MADE

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Amounts due to the Consultant shall be paid within the period specified in Appendix C. If the Client fails to pay the Consultant within the specified period interest shall accrue as from the date of expiry of the said period at the rate specified in Appendix C. 9.3 ITEMS IN DISPUTE If any item or part of an item of an invoice rendered by the Consultant is disputed or subject to question by the Client, the payment by the Client of that part of the invoice which is not contested shall not be withheld on those grounds and the provisions of Clause 9.2 shall apply to such remainder and also to the disputed or questioned item to the extent that it shall subsequently be agreed or determined to have been due to the Consultant and interest at the rate specified in appendix C shall be paid on all disputed amounts finally determined payable to the Consultant. 9.4 VERIFICATION OF ACCOUNTS Except in the case of lump sum agreements the Client may nominate a reputable firm of accountants to verify all amounts claimed by the Consultant. Advance written notice of not less than three (3) working days must be given to the Consultant by the Client or the firm of accountants, of such verification which shall be carried out during normal working hours at the place where records are maintained.

STANDARD CONDITIONS OF ENGAGEMENT PART II CONDITIONS OF PARTICULAR APPLICATION

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The following Conditions of Particular Application (Part II) are amendments and / or additions to the General Conditions of Engagement (Part I). Clause of Particular Applications are preceded by the corresponding clause number of the General Conditions of Engagement to which an amendment / addition relates. CLAUSE 1.3 LANGUAGE/S AND LAW The language in which the contract document shall be drawn up shall be English. CLAUSE 1.7 NOTICES Clients Address: The Director, Gampaha Wickramarachchi Ayurveda Institute, University of Kelaniya, Yakkala.

Consultants Address: Deputy General Manager (Consultancy) State Engineering Corporation of Sri Lanka 130, W.A.D. Ramanayake Mawatha COLOMBO 2. CLAUSE 2.1 AGREEMENT FOR EFFECTIVENESS Delete the Clause and add The Agreement is effective from the date of issue of the Letter of Appointment of the Consultant by the Client. CLAUSE 2.2 COMMENCEMENT DATE The date of commencement for the services shall be the date which the client hands over their requirements and other necessary document to commence the design. CLAUSE 2.3.1 COMPLETION DATE Programme Refer Appendix D CLAUSE 3.7 ALTERATION TO DESIGN AND VARIATION INSTRUCTIONS Delete the Clause and add, The Consultant when in charge of the supervision of work under construction shall make minor alterations to design or omission to the contract as may be necessary or expedient but he shall obtain the prior approval of the Client for modification of the design and costs of the said works, omission/addition before the issue of any variation orders to the contractor in this regard, if there is a possibility of the Firm Total Cost Estimate (FTCE) being exceeded. CLAUSE 4.1 INDEMNIFICATION BY THE CLIENT The Consultants liability to the client shall in no case be limited to less than the total payment expected to be made under this agreement or the proceeds the Consultants is entitled to receive

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under its insurance, which ever is higher subjected to the condition that there shall be no such limitation in case of the Consultants gross negligence or willful misconduct. CLAUSE 4.2 EXPIRY OF THE LIABILITY OF THE CONSULTANT The liability of the Consultant expires at the completion of the defects liability period, which shall be one year after completion of construction. CLAUSE 5.4 COMPENSATION FOR DUTY ON DOCUMENTS In terms of the Stamp Duty Act the Consultant shall bear the cost of stamp duty. Add following new clauses: CLAUSE 10 ISSUE OF DOCUMENTS Number of Copies of Draft Tender Documents The Consultants shall prepare and submit Four (04) copies of the draft tender documents for scrutiny of the Technical Evaluation Committee and the Tender Board. Number of Copies of Contract Agreement The Consultant shall prepare four (04) copies of the Contract Agreement, of which two copies shall be for the Client and one each for the Consultant and the Contractor. Any additional copies required shall be paid for by the party requesting for such copies. 10.3 Number of Sets of Construction Drawings The Consultant shall issue one set of construction drawings to the Client and Two sets of construction drawings to the Contractor. Any additional sets or individual drawings required shall be paid for by the party requesting for such sets or individual drawings.

CLAUSE 11.0 POWER TO REVIEW THE DESIGNS BY THE CLIENT The Client shall have powers to engage an independent party to review the designs to ensure that the design satisfies the requirements of the Client in terms of safety, stability and serviceability and to comment on the validity and the satisfactory compliance with the relevant building regulations, codes and standards. They are not required to comment on the choice of the design solution of the Consultants unless the Client has specifically requested to do so. The independent party appointed shall review the designs in a climate of mutual respect and shall not act in an unprofessional manner damaging the reputation of the Consultants. CLAUSE 12.0 SIGNING AUTHORITY OF PLANS DRAWINGS AND DOCUMENTS The following key professional staff should sign the respective plans, drawings and documents in addition to the person authorized by the Consultants to that effect to ensure that the respective key professional staff is personally responsible for the details issued in the relevant plans, drawings and documents. Chief Chief Chief Chief Architect Design Engineer Electrical Engineer Design Engineer Architectural drawings Structural drawings Electrical drawings Water Supply and Sewerage Drawings

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Procurement Engineer CLAUSE 13.0 ACCURACY OF THE DOCUMENTS

Bill of quantities, Specifications and Tender Documents

The Consultants shall take due care to ensure that all professional and human efforts are taken in the preparation of drawings, bill of quantities, specifications and any other details to complete the work. In case of substantial variation the Consultants shall inform the Client well in advance to obtain necessary approval for variations and arrange funds for the continuation of the work.

APPENDIX A

SCOPE OF CONSULTANCY SERVICES


The following activities should be closely examined on an individual project-to-project basis, taking account of the projects specific needs responsibilities.

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A.1

SCHEMATIC DESIGN PHASE 1. Discuss Clients requirements including time scale and financial limits, assess these and advice on how to proceed. 2. Obtain Clients statement of requirements. 3. Investigate site conditions and constraints. 4. Advice on the need for other specialized Consultants services if required and the scope of their services. 5. Obtain detailed site investigation and survey reports from specialist Consultants as required. 6. Study the statuary requirements and if necessary, consultation with local authorities such as Urban Development Authority, Municipal or Provincial Councils. Environment Authority and any other authority having jurisdiction on construction projects. 7. Determination of legal requirements for environment monitoring, assessment and/or impact statement including the preparation of environmental impact statements. 8. Consult with local authorities and statutory bodies and obtain outline-planning consent. 9. Analyze the Clients requirements, prepare fully developed brief, outline proposals and an approximate construction cost for the Clients approval. 10. Review Clients decision on outline proposal and approximate construction cost, and if necessary, amend the outline proposal or suggest alternative proposals and obtain Clients approval for the revised approximate construction cost. 11. Establish design criteria and concepts and develop the schematic design based on the approved outline proposal, estimate approximate construction cost and obtain Clients approval. 12. Indicate to the Client possible commencement and completion dates of construction programs of the project and advice the Client of the implications of any subsequent changes on the cost of the project and on the programs. 13. Advice on the need for resident supervisory staff if required. 14. Review Programme for Consultancy services and obtain Clients approval accordingly.

A.2 Design Development Phase 1. Obtain Clients approval of the type of construction, quality of materials, schedule of finishes and standard of workmanship. 2. Prepare Total Cost Estimate (TCE) for the project inclusive of all connected services and external works with allowance for contingencies and price escalations in terms of Financial Regulations of the Government of Sri Lanka. 3. Obtain Clients approval for the schematic design and TCE. 4. Indicate to the Client on the probable cash flow for the execution of the project and advice the Client to arrange the funds accordingly. 5. Advice the Client of the consequences of any subsequent changes on the cost and construction programme. 6. Prepare drawings and other documents for submission by Client for obtaining approval from local authorities and other statutory bodies. Assist the Client in obtaining such approvals. A.3 Construction Document Phase 1. Finalize contract strategy. 2. Prepare Architectural, Structural and other Engineering services working drawings.

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3. Submit a set of Architectural and other relevant drawings necessary for the Client to check whether his requirements have been totally satisfied in the design, and obtain his approval. 4. Prepare Bills of Quantities and technical specifications of materials and workmanship. 5. Prepare Draft Tender documents complete with sufficient information and details to enable a contractor to prepare a tender. 6. Prepare Firm Total Cost Estimate (FTCE) based on priced Bill of Quantities. If there is a variation of the FTCE from the previously approved TCE of the project, inform the Client confidentially, and obtain his approval before proceeding further. A.4 Bidding and/or Negotiating Phase 1. Assist the Client in issuing Tender documents. 2. Assist the Client in conducting pre-bid meetings if necessary. 3. Submit the priced Bill of Quantities under sealed cover to the Client. 4. Assist the Technical Evaluation Committee in evaluating the tenders received. 5. Submit draft Letter of Award for issue by the Client. 6. Prepare Contract agreements for signing between the Client and the successful Tenderer. A.5 Construction Phase 1. Hand over the site to the Contractor. 2. Engage resident supervisory staff as required. 3. Carry out periodic inspection of work to monitor quality and progress of work. 4. Conduct fortnightly progress review meetings at site and submit report to the Client. Attend monthly progress review meetings conducted by the Client. Submit Monthly Operational Summary as stated in Clause 11 of the Condition of Engagement Part II 5. Approve all materials used in the construction work. 6. Measure work and certify interim claims of the contractor. 7. Value extra works and variations, and obtain prior approval of the Client before execution. Submit any additional information as required by the Client for the revision of estimate or any other approval for the completion of the project. 8. Monitor cost of construction of works and advise the Client in advance if there is likely to be an increase of TEC. 9. Carry out inspection upon notice of completion by the Contractor and notify the contractor for necessary action (matters to be attended) before taking over. 10. Carry out final inspection and issue certificate of completion with the approval of the Client together with list of defects and/or list of minor outstanding works. 11. Assist the Client to take over the completed works and the in checking of the inventory. 12. Measure completed works and issue certificate of payment on practical completion. Submit the Financial Statement of Work at completion in the format given by the Client. 13. Assist the Client in resolving contractual disputes other than matters referred to Arbitration. 14. Accept the final bill on completion of all outstanding work (other than rectification of defects) and check and issue the final payment certificate within the frame set out in the construction contract agreement

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A.6 MAINTENANCE PHASE 1. 2. 3. 4. 5. 6. 7. 8. Check and submit as-built drawings prepared by the Contractor to the Client. Submit a complete set of final drawings including all revisions to the original drawings. Prepare and submit manuals for general maintenance for the completed works. Check and submit service agreements prepared by the relevant Specialist Contractor for plants and equipment installed in the completed works. Coordinate training program for Client's staff to operated systems and plants. Review warrantees and guarantees submitted by the Contractor. Inspect the works during the Maintenance Period and prepare a list of defects and notify the Contractor to rectify such defects. Issue maintenance certificate at the end of maintenance period Issue final certificate releasing retention at the end of maintenance period.

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APPENDIX B

ASSIGNED SPECIALISTS, PERSONNEL, EQUIPMENT AND FACILITIES TO BE PROVIDED BY THE CLIENT


CLAUSE 5.5 Equipment, Materials, Supplies and Facilities Furnished by the Client Equipment, materials, supplies and facilities furnished by the client, free of charge, for the accomplishment of services in the Agreement shall be as follows: Equipment Materials Supplies - Nil - Nil - Nil

1. Certified land survey of the site giving, as applicable, grades and street lines, alleys, pavements and adjoining property, right of way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site, locations, dimensions and complete data pertaining to existing buildings, structures and trees and full information concerning available services and utilities. 2. Soil Investigation Reports Scope of investigation required and nature of reports to be specified by the Consultants. CLAUSE 5.8 Counterpart Personnel CLAUSE 5.9 Services Of Others CLAUSE 7.4 Individual Experts Nil Nil Nil

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APPENDIX C

REMUNERATION AND PAYMENT


The total fee payable to the Consultant shall be as stated below: C 1. PERCENTAGE FEE The Consultancy fee shall be a 6% of the Estimated Cost. Additionally the Consultant is entitled to collect Value Added Tax (VAT) at Government Stipulated rates.

C 2. INTERIM PAYMENTS Interim payments shall be paid for each work phase shall be as follows. Payments during the construction phase shall be proportional to the value of work completed by the contractor. WORK PHASE PERCENTAGE OF FEE PAYABLE 15 15 CUMULATIVE TOTAL FEE 15 30

1. Schematic Design Phase 2. Completion and submission of documents in the Design Development Phase 3. Completion and submission of documents in the Construction Development Phase 4. Completion of Bidding Negotiation Phase 5. Construction Phase 6. Completion of Maintenance Phase

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65

10 20 05

75 95 100

For the purposed of calculation interim payments up to and including phase 4, the total fee payable shall be taken as 6% of the estimated cost of work. For phase 5 & 6 the fee shall be based on the Contract Sum. Onec the contract sum is identified the cumulative consultancy fee payable shall be adjusted based on the contract sum including variation and price escalations. C 3. 1. TIME CHARGE FEES The rate of fee charged on the above basis shall be; a) Deputy General Manager (Consultancy)/ Chief Architect/Chief Engineer (Designs)/ Chief Quantity Surveyor b) Engineer/Architect/ Quantity Surveyor

Rs. 5000.00 per day Rs 3000.00 per day

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c) d) 2.

Technical Staff Clerical Staff

Rs 1500.00 per day Rs 750.00 per day

Expenses for travelling and Subsistence shall be reimbursed at the Government approved rates

C 4. EXPENSES AND DISBURSEMENTS Any other expenses expected to be charged by the Consultant shall be included under this category with the agreed rates. Preparation of Architectural Model: Net amount payable to the selected Contractor including VAT Obtaining Soil investigation reports: a) Agreed rates Net amount payable to the Specialist Consultant including VAT b) Obtaining Perimeter Survey / Contour Survey Plans etc. Agreed rates Net amount payable to the Surveyor including VAT C 5. EXPENSES CONNECTED TO THE STAFF Resident Staff is requested to be provided the cost of remuneration shall be reimbursed by the Client.

C 6. PAYMENTS FOR VARIATIONS AND ADDITIONAL WORK The Consultant shall be paid on a time rate basis for following works, at the rates specified in C3 and agreed between the parties. a) Additional remuneration for delays as per Clause 8.3. b) Remuneration for additional services resulting from causes beyond the contract of the parties as per Clause 8.4. C 7. TIME WITHIN WHICH PAYMENTS TO BE MADE With reference to Clause 9.2 payments to the Consultant shall be made within 30 days after the submission of the claim made by the Consultant. If the payment becomes overdue, the Consultant shall be paid an interest on this amount calculated at 1% over the published lending rate of the Central Bank of Sri Lanka to Commercial Banks from the date on which payments become overdue up to the actual date on which payment is effected. PAYMENTS FOR SUPPLEMENTARY SERVICES Conditions of Agreement shall be 6% of the cost of such works. The fee for supplementary services shall be in terms of Clause No. 8.2 of Standard Conditions of Engagement. part I.

C 8.

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APPENDIX D

PROGRAMME FOR CONSULTANCY SERVICES


CLAUSE 2.3.1 Work Schedule Summary

Work Phase

Completion period of each phase (Week) 02 06 04 10 48 52

A.1 Schematic Design Phase A.2 Design Development Phase A.3 Construction Document Phase A.4 Bidding and/or Negotiating Phase A.5 Construction Phase A.6 Maintenance Phase

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