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ICTAD/CONSULTIOI

Institute for Construction


Training and Development (ICTAD)

FORM OF AGREEMENT

STANDARD CONDITIONS
OF ENGAGEMENT
PARTS I&II
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First Revision August 2002


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MINISTRY OF HOUSING AND PLANTATION INFRASTRUCTURE


INTRODUCTION

The Form of Agreement and the Standard Conditions of Engagement for Consultancy
Services in this publication that has been developed to cultivate a common format and
common conditions for the engagement of the various disciplines of Consultants in the
Construction Industry.
This publication therefore simplifies the understanding for both the Client and the
consultant in respect of the conditions that are applicable in general, and more particularly
bringing about uniformity.
Part I of the Publication deals with the General Conditions on Engagement categorized as
follows;

1. General Provisions

2. Commencement, Completion, Alteration and


Termination of the Agreement

3. The Rights and Duties of the Consultant

4. Liability of the Consultant

5. Obligations of the Client

6. Settlement of Disputes

7. Personnel

8. Remuneration of the Consultant

9. Payments to the Consultant,

Part II of the publication elaborates specific identified clauses which should be addressed
by the client and on a project to project basis.

Three Appendices are also included as standard formats to define the Scope of Services,
equipment, counterpart personnel, expert personnel, fees etc to be provided.
CONTENTS

Page No.

INTRODUCTION i CONTENTS ii

FORM OF AGREEMENT BETWEEN CLIENT AND CONSULTANT FOR SERVICES 1


OF CONSTRUCTION WORKS

STANDARD CONDITIONS OF ENGAGEMENT PART I GENERAL CONDITIONS


- - 3

1.0 General Provisions 3


2.0 Commencement, Completion, Alteration and Termination 4
of the Agreement

3.0 The Rights and Duties of the Consultant 7

4.0 Liability of the Consultant 10

5.0 Obligations of the Client 11

6.0 Settlement of Disputes 13

7.0 Personnel 14

8.0 Remuneration of the Consultant 14

9.0 Payments to the Consultant 15

STANDARD CONDITIONS OF ENGAGEMENT PART II- CONDITIONS OF


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PARTICULAR APPLICATION

Scope of Services for the Consultancy Appendix A


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Assigned Specialists, Personnel, Equipment and Facilities to be provided 23 by the Client -

Appendix B
Schedule of Fees Appendix C
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II
FORM OF AGREEMENT BETWEEN
CLIENT AND CONSULTANT
FOR SERVICES OF
CONSTRUCTION WORKS
This Agreement made the 2nd March ( ) day of ( ) ( year)

between

of

(hereinafter called “the Client”) of one part

and

of

(hereinafter called “the Consultant”) of the other part.

Whereas the Client desires that certain services should be performed by the
Consultant, namely

and has accepted a proposal by the Consultant for the performance of such services.

Now this Agreement witnessth 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, and the priority of the documents shall be:

a) The Letter of Acceptance;

b) The Conditions of the Client / Consultant Agreement (Part I Standard Conditions


and Part II— Conditions of Particular Application);

c) Accepted Technical and Financial Proposals;

d) The Appendices, namely:


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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

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 witness whereof the parties hereto have caused this Agreement to be executed in
on the day, month and year first before written in accordance with laws of the
Democratic Socialist Republic of Sri Lanka.
Binding signature (s) Binding signature (s)

of the Client of the Consultant

Common seal Common seal

In the presence of In the presence of

Name Name

Signature Signature

Address Address

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STANDARD CONDITIONS OF ENGAGEMENT

PART I
GENERAL CONDITIONS

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 as 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


1.5
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 importing the singular also include the
plural and the masculine includes the feminine and vice-versa and the
references to natural persons will include legal persons. The word ‘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.

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1.7 NOTICES

1.7.1 Serving 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 these Conditions by one of the
following means;

- personal delivery to the designated representative 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 these


Conditions 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 form 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 these Conditions.

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 ALTERATIONS
Should circumstances arise which call for modifications of the Agreement

these may be made by mutual consent given in writing.


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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 of 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
1) 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 and / or Death of Partner (s)


Should the Consultant be a partnership, in the event of death of a partner or partners the
successor or successors and the remaining partner or partners will be severely and jointly
liable for the service agreement.

In the event of withdrawal of a partner or partners or dissolution of a partnership all partners


of the original partnership are severely and jointly liable for the service agreement.

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


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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.
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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 the services
under this Agreement. The effective date of such termination of this Agreement
shall not be less than fourteen (14) 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.

2.10.2 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 commotions, 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 Service or termination services under this Agreement


under Clauses 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

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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 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.

2.10.5 Default
by the Consultant

The Client shall notify the Consultant, in writing, it he considers that the Consultant is not
discharging his obligations under this agreement, stating the reasons therefor.

In the event that the Consultant does not reply to such notice within fifteen (15) days the Client may
deem the services under this 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, subject to any monies dUe to the client from the
Consultant in the execution of this Agreement.

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.

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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 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 the construction contract,
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 H of these Conditions. In the event of any emergency,

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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 referred to in clause 3.7 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 SUPPLIERS

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 andlor 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.

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


to the Client inventories of the equipment and materials referred to above as
it then remains and dispose of same as directed by the Client.

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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 these Conditions, 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 as defined in Part II of
these Conditions.

4.3 The Consultant shall be liable for any violation of legal provisions or rights of
third parties in respect of patents and/or copyright 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, CONTRACTOR
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 COMPESNATION 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 11.

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 I 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 therefor.

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 replace 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 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
therefor. The Client shall hold the Consultant harmless against any losses or claims
resulting from the failure of others to provide the services to be arranged by the Client in
accordance with Appendix B.

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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
party’s request for such amicable settlement may be submitted by either party to arbitration.

6.3 RBITRATION
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.

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7.0 PERSONNEL

7.1 STAFF

The Consultant shall provide all necessary staff. Their qualifications and terms of service
shall be subject to the approval of the Client, which approval shall not be unreasonably
withheld.

7.2 CONSULTANT’S REPRESENTATWE

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 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 omission unless otherwise stated in Part II of these
Conditions.

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.

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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 case
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 their 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 result of such damage or destruction and a compensation
for the damage resulting from such operations or cause.

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
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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 veri& 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 the records are maintained.

16
PART II

The following notes are intended as an aide-memoire in the preparation of clauses (some of
which are dealt with, but not exhaustively, in part I) which will vary as necessary to take
account of the circumstances and the locality where the works are carried out. These
variable clauses which must be specially prepared to suit each particular agreement should
cover such of the under mentioned matters and any others as are applicable.

CLAUSE 1.3

LANGUAGE / S AND LAW


The Language in which the contract document shall be drawn up shall be…………and all

correspondence between the Consultant and the Client shall be…………………..

CLASUEI.7

NOTICES

Client’s address: name and contact telephone number of responsible official:

Client’s alternative address:

Consultant’s address: name and contact telephone number of responsible official

Consultant’s alternative address:

CLAUSE 2.2

COMMENCEMENT DATE

The Services shall be commenced within…………..days / weeks after the

Agreement has come into force.

17
CLAUSE 2.3

COMPLETION DATE

The Services shall be completed within weeks / months of commencement of the


Services, on an agreed programme as given below;

CLAUSE 2.3.1

PROGRAMME FOR CONSULTANCY SERVICES

ITEM COMPLETION
DATE
1.0
2.0
3.0
4.0
5.0
6.0
7.0
8.0
9.0
10.0
11.0
12.0

CLAUSE 3.7

ALTERATIONS TO DESIGN

Instructions to Contractor constituting a major variation, omission or addition to the


Contract resulting a change in the project cost % shall be any of the following:

a) increase or decrease in the quantity of any work included in the contract;


b) omission of any such work;
c) changes in the character or quality of such work;

18
d) changes in the levels, lines, position and dimensions of any part of the Works ; and
e) execution of additional Work of any kind necessary for the completion of the Works

CLAUSE 4.1

FINANCIAL LIABILITY OF THE CONSULTANT -

The total liability of the Consultant under this Agreement shall be limited to

CLAUSE 4.2
EXPIRY OF THE LIABILITY OF THE CONSULTANT

The liability of the Consultant expires

CLAUSE 5.4
COMPENSATION FOR DUTY ON DOCUMENTS

In terms of the Stamp Duty Act the Consultant shall bear the cost of stamp duty when signing such
documents with the government Clients.

CLAUSE 6.3

ARBITRATION

a) If the parties desire that appeal to the Supreme Court should be excluded and the following
clause may be inserted.

The right to appeal to the Supreme Court relating to any matter connected with the
Arbitration including but not limited to the proceedings and award is excluded by this
agreement in accordance with sections 37 & 38 of part VII and section 43 of VIII of the said
Arbitration Act.

b) If the parties desire that they should not be represented by Attorneys—At—Law the
following clause may be inserted:

Neither party shall be represented at the arbitration by Attorneys At Law, but may be
— —

assisted by persons who are in allied professions.

19
CLAUSE 7.4

CLIENT’S INDIVIDUAL EXPERTS

Consultant shall accept the services of the following individual experts appointed by the Client for
the accomplishment of services in the Agreement.
Name and Services to be rendered
Qualifications
1

20
APPENDIX A (page 1 of 2)

Agreement dated

SCOPE OF SERVICES FOR THE CONSULTANCY

ON

The Scope of Services to be provided by the Consultant shall be as specified in the document
titled “Scope of Services Provided by the Consultants”, and the areas of responsibility of the
Consultant shall be subject to Clause 3 and 4 of this document.

Services shall be provided to the Client during the following phases of a Project:

a. FEASIBILITY PHASE
*
*
*
*
*

b. SCHEMATIC DESIGN PHASE


*
*
*
*
*

c. DESIGN DEVELOPMENT PHASE


*
*
*
*
*
*
*

d. CONSTRUCTION DOCUMENT PHASE


*
*
*
*
*
*
*

21
APPENDIX A (page 2 of 2)
e. BIDDING OR NEGOTIATING PHASE

f. CONSTRUCTION PHASE
*

g. MAINTENANCE PHASE
*

22
APPENDIX B (page 1 of 2)

Agreement dated

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 1 4
2 5
3 6

Materials 1 4
2 5
3 6

Supplies 1 4
2 5
3 6

Facilities 1 4
2 5
3 6

CLAUSE 5.8

COUNTERPART PERSONNEL

Consultant shalt engage the following counterpart personnel for the accomplishment of services in
the Agreement.
Name Qualifications Experience

23
APPENDIX B (page 2 of 2)

CLAUSE 5.9

SERVICES OF OTHERS

Client shall arrange the services of following organizations and/or individuals for the
accomplishment of specified services.
Name of the Organization or Services to be rendered
Individuals

CLAUSE 7.4

INDIVIDUAL
EXPERTS

Client’s individual experts assigned to participate in performing the specified services shall be
as follows;
Name Services to be rendered

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APPENDIX C (page 1 of 3)

SCHEDULE OF FEES

Referred to in the Agreement dated

between

and

for

The Fees payable to the Consultant shall be as stated below.

Cl. PERCENTAGE FEES

Fee based on the percentage of the total construction cost shall be calculated as

follows.

OR

C2. LUMP SUM FEE

The Consultant shall be paid a Lump Sum fee as follows.

C3. INTERIM PAYMENTS

Interim payments for percentages and lump sum fee shall be paid at completion of
work phases as follows;

WORK PHASES PERCENTAGE


FEE PAYABLE

25
APPENDIX C (page 2 of
3)
C4. MOBILIZATION ADVANCE

Where a mobilization advance is to be paid to the Consultant the rate shall be % of the
total Consultancy Fee. The recovery shall be as set out below;

C5. SERVICES OF OTHERS

With reference to Clause 5.1.9 the Consultant shall be remunerated at % of the


fee payable to other Consultant for co-ordinating the work.

C6. TiME CHARGE FEES

1. The rate of fee charged on the above basis shall be:


a Principals or Partners Rupees Per
hour / month
b Professionals Rupees Per
hour / month
c Technical Staff Rupees Per
hour / month
d. Rupees Per
hour / month

2. For Staff in traveling in connection with the works shall be:


a Principals or Partners Rupees Per
b Professionals Rupees Per
c Technical Staff Rupees Per
d. Rupees Per

Adjustments in the above rates shall be made at intervals of not more than months on the
following basis.

C7. EXPENSES AND DISBURSEMENTS

Any other expenses expected to be charged by the Consultant should be included under
this category with the agreed rates.

a. (Example: Milage rates shall be Rs / km)


b.
c.
d.
e.
26
APPENDIX C (page 3 of 3)

C8. EXI’ENSES CONNECTED TO THE STAFF

The following site staff shall be selected and employed by the Consultant and
expenses are reimbursed by the Client.

a.
b.
C.

C9. PAYMENTS FOR VARIATIONS AND ADDITIONAL WORK

The Consultant shall be paid on a time rate basis for following works with a mark up
of percent of the rates specified in C6 and agreed between the parties.
a.
b.
c.

C10. TIME WITIUN 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 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.

C11. LUMP SUM ESCALATION PROVISION

The agreed index for escalation in respect of Clause 8.5 of Standard Conditions of
Engagement shall be percent.

C12. PAYMENTS FOR SUPPLEMENTARY SERVICES

The agreed fee for supplementary services in terms of Clause No. 8.2 of Standard
Conditions of Agreement shall be

27