“ORIGI

NAL"

DEMOCRATIC SOCIALIST REPUBLIC OF SRI LANKA

MINISTRY OF HEALTH

AGREEMENT

FOR

CONSULTANCY SERVICES

BETWEEN

GLOBAL FUND TO FIGHT AIDS, TUBERCULOSIS & MALARIA PROJECT OF MINISTRY OF

HEALTH, NUTRITION & INDIGENOUS MEDICINE

AND
DEPARTMENT OF BUILDINGS, NORTHERN PROVINCE

FOR

HEALTH SYSTEMS STRENGTHENING (HSS) PHASE II BUILDING

WORKS IN NORTHERN PROVINCE

CONSULTANT CLIENT

DEPARTMENT OF BUILDINGS, SECRETARY

NORTHERN PROVINCE, MINISTRY OF HEALTH, NUTRITION &
JAFFNA. INDIGENOUS MEDICINE

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DECEMBER 2015

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 AGREEMENT

This Agreement made the _______day of ______2015 Between Ministry of Health,

Nutrition & Indigenous Medicine, No.555/5,03 rd Floor, Public Health Complex,
Elvitigala Mawatha, Colombo 05. (hereinafter called “the Client”) of one part and the
Department of Buildings, Northern Province, NO:40, Racca Lane, Chundukkuli, Jaffna
(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 Global Fund to Fight Aides, Tuberculosis & Malaria (GFATM)
-Health Systems Strengthening (HSS) PHASE II BUILDING WORKS IN THE NORTHERN
PROVINCE and has accepted a proposal by the Consultant for the performance of such services.

Now this Agreement witnesses 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 Particulars
Application;
e) Accepted Technical & Financial Proposals
f) The Appendices, namely;

Appendix A - Scope of Services

Appendix B - Personnel, Equipment, Facilities and Services of others
to be provided by the Client

Appendix C - Remuneration and Payment

Appendix D - Program

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 witnesses 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.

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 Signed by the said Client The Secretary, Ministry of Health, Nutrition & Indigenous
Medicine

Signature: ………………………………………..

Name: ……………………………………………

Designation ……………………………………..

Signed by the said Consultant the Project Director, Department of Buildings, Northern
Province

Signature: ………………………………………..

Name: ……………………………………………

Designation ……………………………………..

in the presence of

1. Signature: ……………………………………….. 2. Signature ………………………………………..

Name: …………………………………………… Name: ……………………………………………

Designation ……………………………………… Designation ……………………………………..

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 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

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 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:

- 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)

1.7.2 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.

2.0 COMMENCEMENT, COMPLETION, ALTERATION AND TERMINATION OF THE

AGREEMENT

2.1 AGREEMENT FOR EFFECTIVENESS

The Agreement is effective from the date of receipt by the Consultant of the Client’s
letter of Acceptance of the Consultant’s 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 ALTERATION
Should circumstances arise which call for modifications of the Agreement these may
be made by mutual consent given in writing.

2.4 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.

2.5 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.

2.6 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.

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 2.7 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

2.8 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.

2.9 POSTPONEMENT AND TERMINATION

2.9.1 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.

2.9.2 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.

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.

2.9.3 Default by the Client

The Consultant may by written notice to the Client terminate the services
under this Agreement:

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 (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
2.9.2 and the period of postponement has exceeded six (6)
months.

2.9.4 Entitlement of Consultant upon postponement or Termination

Upon postponement of the Services or termination of this Agreement
under Clause 2.9.4, 2.9.2, or 2.9.3 and subject to the obligation of the
Consultant to reduce expenditure to a minimum as stated in Clause 2.9.1
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 Consultant’s 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.

2.9.5 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.

2.9.6 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.

2.9.7 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.

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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 there under.

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 latter’s 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 Client’s 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

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 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 2.9.5 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.

3.11 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

The Consultant shall have the right, subject to the Client’s 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 LIABILITY OF THE CONSULTANT

4.1 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 Consultant’s liability as stated in Part II of this Agreement, but not
exceeding 100% of the Consultant’s 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 The expiry of the liability of the Consultant shall be in accordance with the Laws of
Sri Lanka.

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 4.3 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.

4.4 Unless notice to the contrary is given in writing by the Client, the Consultant shall, at
the Client’s 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.

4.6 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 Consultant’s instructions or written advice.

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 Client’s 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

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 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
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 therefore.

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 co-
ordinate 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 therefore. 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.

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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 party’s 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 it’s 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 it’s notice submit to the other party three names of
persons who shall be unconnected with the consultancy agreement associated
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 Neither party shall be represented at the arbitration by Attorneys-At-Law, but 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 CONSULTANT’S REPRESENTATIVE

The Consultant shall designate an individual who shall be his representative at site.

7.3 REPLACEMENT OF INDIVIDUAL STAFF

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 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 Consultant’s 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 CLIENT’S INDIVIDUAL EXPERTS

The Client’s 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.

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
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
Client’s 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 Consultant’s 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

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 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

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

Client’s Address: The Secretary,

Ministry of Health, Nutrition & Indigenous Medicine,
Suvasiripaya
385, Rev. Baddegama Wimalawansha Thero Mawatha,
Colombo 10.

Client’s Representative: The Project Director

GFATM – HSS Project
Ministry of Health
555/5, Public Health complex (3rd Floor)
Elvitigala Mawatha
Colombo 5.

Consultant’s Address: Provincial Director,

Department of Buildings,
Northern Province,
NO: 40, Rcca Lane,
Chundukkuli,
Jaffna.

Consultant’s Representative:
(if any)

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.
- No indication of completion date or time period for the Project. It should be clearly
indicate the scope and program with time frame.
- No indication of staff categories involved in the Project.

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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
under its insurance, whichever is higher subjected to the condition that there shall be no such
limitation in case of the Consultant’s 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.

APPENDIX A

SCOPE OF CONSULTANCY SERVICES

The following activities should be closely examined on an individual project-to-project basis,

taking account of the project’s specific needs responsibilities.

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A.1 SCHEMATIC DESIGN PHASE
.
1. Obtain Client’s statement of requirements.
2. Investigate site conditions and constraints.
3. Advice on the need for other specialized Consultant’s services if required and the scope
of their services.
4. 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.
5. Analyze the Client’s requirements; prepare fully developed brief, outline proposals and an
approximate construction cost for the Client’s approval.
6. Establish design criteria and concepts and develop the schematic design based on the
approved outline proposal, estimate approximate construction cost and obtain Client’s
approval.
7. Prepare Total Cost Estimate (TCE) for the project with allowance for contingencies and
price escalations in terms of Financial Regulations of the Government of Sri Lanka.

A.2 Design Development Phase

1. Obtain Client’s approval of the type of construction, quality of materials, schedule of
finishes and standard of workmanship.
2. Indicate to the Client on the probable cash flow for the execution of the project and
advice the Client to arrange the funds accordingly.
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 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.
3. Prepare Bills of Quantities and technical specifications of materials and workmanship.
4. Prepare Draft bid documents complete with sufficient information and details to enable a
contractor to prepare a tender.
5. 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 bidder.

A.5 Construction Phase

1. Hand over the site to the Contractor.

2. Carry out periodic inspection of work to monitor quality and progress of work.
3. Attend monthly progress review meetings conducted by the Client.
4. Approve all materials used in the construction work.
5. Measure work and certify interim claims of the contractor.

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 6. 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.
7. Monitor cost of construction of works and advise the Client in advance if there is likely to
be an increase of TEC.
8. Carry out inspection upon notice of completion by the Contractor and notify the
contractor for necessary action (matters to be attended) before taking over.
9. Assist the Client to take over the completed works and the in checking of the inventory.
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. 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.
12. Assist the Client in resolving contractual disputes other than matters referred to
Arbitration.
13. 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.

A.6 MAINTENANCE PHASE

1. Check and submit “as-built” drawings prepared by the Contractor to the Client.
2. Submit a complete set of final drawings including all revisions to the original drawings.
3. 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.
4. Review warrantees and guarantees submitted by the Contractor.
5. Inspect the works during the Maintenance Period and prepare a list of defects and notify
the Contractor to rectify such defects.
6. Issue maintenance certificate at the end of maintenance period
7. Issue final certificate releasing retention at the end of maintenance period.

APPENDIX B

ASSIGNED SPECIALISTS, PERSONNEL, EQUIPMENT AND

FACILITIES TO BE PROVIDED BY THE CLIENT

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CLAUSE 5.5

Documents related to the ownership of the lands (survey plan etc)

CLAUSE 5.8

Counterpart Personnel - Nil

CLAUSE 5.9

Services of Others - Nil

CLAUSE 7.4

Individual Experts - Nil

APPENDIX C

REMUNERATION AND PAYMENT

The total fee payable to the Consultant shall be as stated below:

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C 1. PERCENTAGE FEE
The Consultancy fee shall be a 5% of the total construction Cost.

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 CUMULATIVE

FEE PAYABLE TOTAL FEE

1. Schematic Design Phase 05 05

2. Completion and submission 05 10

Of documents in the Design
Development Phase

3. Completion and submission 05 15

of documents in the
Construction Development
Phase

4. Completion of Bidding 05 20
Negotiation Phase

5. Construction 75 95
Phase

6. Maintenance Phase 05 100

For the purposed of calculation interim payments up to and including phase 4, the total fee
payable shall be taken as 5% of the estimated cost of work. For phase 5 & 6 the fee shall be
based on the Contract Sum. Once the contract sum is identified the cumulative consultancy fee
payable shall be adjusted based on the Contract Sum including Variation and Price
Escalations.

Under any circumstances Client is not permitted to exceeds the ceiling amount of cumulative
consultancy fee 5% of the Contract Sum.

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