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    © All Rights Reserved
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    19 views39 pages

    Fidic Model Services Agreement

    Uploaded by

    tomas

    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
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    of 39
    Client / Consultant Model Services Agreement AGREEMENT GENERAL CONDITIONS PARTICULAR CONDITIONS APPENDICES A, B and C ales —IC\ ISBN 2-88432.014-8 ‘THIRD EDITION 1998 (© Copyright FDIC 198 Al igs sve Sonat ica ety ay ean ten FIDIC is an international federation of national associations of consulting engineers, FRIDIC, was founded in 1919 by tree minal associations. of consiting engines within Europe. The cbjcives of forming the federation were to promete in common the professional interests of the member assccatons and to disseminate infomation of interest 10 ‘members ofits component national associations Toe IDIC memtertip mnbers more than 60 cunts from all pats ofthe globe and the Federation represents most of the privat practice consulting engineers in the word FDIC aranges seminars, conferences and oher evens in the furtherance of its goals: maintnaneeof high etial and professional sandards; exchange of views and infaation; discussion of problems of ‘mutual concern among member asscitions and resresetaives of the intemational nana insitions; and development ofthe engineeing profession in developing counties, FDIC publieins inca proceedings of varios conferences and Seminars, information for consoling engineers, project owners aad international "development agencies, standard pre-alifistion forms, ‘contract documents ad ein/consukant agreements They are available fromthe secretariat in Switzerland a ome ps Coss IC) (i Laas 2 Swed Poe a2 654441 mal ascepoorcon Wr hep eer CLIENT / CONSULTANT MODEL SERVICES AGREEMENT GENERAL CONDITIONS PARTICULAR CONDITIONS APPENDICES A, B and C ‘Third Edition 1998 ~ ISBN 2-98432-014.8 FOREWORD he terms of the ClienuConsutant Model Services Agreement (The Wiite Book) have teen prepued bythe Fédiration Intenatonale des Tngnieur-Conseils (FIDIC) and ae recommended for general use foe the purposes of pre-imvestment and fesblty studies, designs and dministation of constuction and project management, where proposals for such services are invited on an inlermaionl basis, They are equally ‘capable for domestic agreements. he version in English is considered by FIDIC as the offical and teat txt forthe purpose of translation, [outst meruaton it mas recom dat wile thee ae umes ‘lauses Which wil be generally applicable re are some provisions ‘which must necessarily vary to ake account ofthe circumstances and locality in which the Services ae tobe performed. The clauses of gene application have been grouped together inthis document and ae referred {os General Conditions, Tey ae intended for incorporation as printed in ‘the documents comprising the Agreement. be General Coons are linked withthe Faticular Contons by the comesponding unbering of the clanes, 20 that Gener Condition and Conitions of Particular Applicatin ogehor comprise the conditions governing the rights and obligations of te paris, he Panicular Conditions must be specially drafted 1 suit each Individual Agreement and typeof Service. Tat par ofthe text of the Parcular Condition which must be completed is printed on sheets which ‘may be removed fr incoporation with addon uss DIC as published the “White Book Guide” which includes ‘comments on clauses in the Model Services Agreement and notes ‘towards the preparation of Appendices A, B and C ("Scope of Services", “Personnel, Equipment, Facies and Services of Others o be Provided by the Client” and “Remuneration and Payment) {may also be help for users to refer to the ober FIDIC publications, which canbe found inthe Bookshop of FIDICS website a DEFINITIONS AND. INTERPRETATION OBLIGATIONS OF ‘THE CONSULTANT OBLIGATIONS OF THE CLIENT PERSONNEL, ABILITY AND. INSURANCE ‘COMMENCEMENT, ‘COMPLETION, ALTERATION AND, ‘TERMINATION OF ‘THE AGREEMENT CONTENTS AGREEMENT GENERAL CONDITIONS: " 2 3 1% 15, Definitions Ierpreation ‘Scope of Services ‘Normal, Additonal and Exceptional Services Du of Cae and Exercise of Aubority lien’ Property Information Decisions Assistance Equipment and Facilites (Ghent Personne Serves of Ors ‘Supply of Personnel Representatives (Changes in Personnel Liabily between the Pais 16.1 Lialty of th Consultan 163 Compensation ration of Liability Limit of Compensation and lndensity 181 Limit of Compensation 182 Indemnity 18.3 ceptions Insurance for Liability and Inderity Insurance of Client's Property ‘Agreement Bective (Commencement and Completion Variations Further Proposals Delays (Changed Circumstances 27. Abandonment, Suspension or Termination 5 21.1 By Notice of the Client 5 272. By Notice of the Consultant 5 28. Exceptional Services 5 29. Rights and Liabilities of Paris 8 PAYMENT 30. Payment tothe Consultant, 9 31. Time for Payment 9 32. Camency of Payment 9 33, Third Party Charges onthe Consultant 0 34 Disputed invoices 0 435. Independent Audit 0 GENERAL 36. Languagesand Law PROVISIONS 37. Changes in Legislation 38. Assignment and Sub Contacts 59. Copyright . 40. Confit of nerest/ Corption and Fesod 4. Notices 42. Publication SETTLEMENTOF 4. DISPUTES. 483.1 Attempt to Resolve 485.2 Refer to Mediator 45.3 Appointment of Mediator 2 4844 Agreement of Programme 2 4555 Wren Agreement tobe Binding 2 45.7 Coss of Mediation 4355 Flare of Mediation Sentbatyopune a a , ! B ‘Additional Clauses. 19 ssp 1 ‘others tobe provided bythe client © Remuneration al payment 2s Now THIS AGREEMENT WITNESSETH AS FOLLOWS AGREEMENT "This Agreement made the day of. Between of. (Qereinater called “he Client”) ofthe one part and, of. hereinafter called “the Consultant”) of the othe part. ‘Whereas the Client desires tht certain Services should be performed by the Consultan, namely and has accepted proposal by the Consultant for the performance of such Services 1. Jn this Agroomant words and expressions shall havo the same meanings a are respectively assigned to them inthe Conditions of he ClienvConsulant Model Services Agrecment hernafter refered. 2. The following documets shall be deemed to form and be read and consrved a par ofthe Agreement, nel G6) The Leis of Axcspans (©) The Conditions of the ClienConsultant Model Services| ‘Agreement (General Conditions and Paricuse Conditions, (©) The Appendices, namely: Appendix A ~ Seope of Services ‘Appendix B ~ Personnel, Equipment, Facilities & Services ‘of Others tobe Provided by th Client Appendix C~ Remuneration and Payment 5, In consideration of the payments to be made by the Client 10 the CConzltant as ersinaftermentonod 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 dhe Consultant in consideration ofthe performance of the Serves such amounts as may become payable tinder the provisions ofthe Agrement atthe tines ad inthe manner prescribed bythe Agreement In Witness whsreof the partes hereto ave caused this Agreement to be fexecuted the day and year first before writen im cordance with thet respective laws, Avathrisedsignture() of Cont Inthe presence of Name Signature Address Autre signatuo() of Consultant Inthe presence of Name Signature Adres DEFINITIONS L CONDITIONS OF THE CLIENT/CONSULTANT MODEL SERVICES AGREEMENT GENERAL CONDITIONS DEFINITIONS AND INTERPRETATION The following words and expressions shall have the meanings assigned 0 them excop where the context otherwise routes: (i) “Project” means the projet named inthe Fatcuar Conditions for which the Werks ae to be provided. i) “Services” means the services tobe erfonned by the Consultant in accordance with the Agreement and comorise Nonnal Services, ‘Adtional Services and Exceptional Services. (iy “Works” means the permancot works 1 be executed Gncluding the ‘goods and equipment to be supplied to the Client) for the chievement ofthe Project. (Gv) “Client” means che party nam inthe Agreement, who employs the Consultant, and Tepal successors to the Client and permited assigns. (9 “Consultant” means the party named in the Agreement, who is ‘employed as an independent profesional firm by the Client (0 perform the Servies, and legal successors to the Consultant and ‘ermitedasiences. (i) “party” and “parties” means the Client and the Consultant and "third ary" means any other person orenity as hs context requis (it) “Agreement” means the Conitons comprising the Conditions ofthe ‘CiensConaultant Mods! Services Agrsmnt (Conor Conditons and Paricular Condiions)togetee With Appeadix A (Scope of| Serves), Appendix B (Personne, Equpment, Faciliies and Services of Others to Be provided by the lien, Appendix C ‘Remuneration and Paymend, Ler of Acceptance and. Formal Agreement if completed, or otherwise as spcified in the Particular Conditions (vii) “day” means the period between any one midnight andthe next. (Gx) “month means a period of one month according to the Gregorian extensions in ccordance with the Agreement. ‘The Agreement can be varied on application by either pany by writen agreement ofthe pares requested bythe Clint in writing the Consular shall submit proposals for altering the Services The preparation and submision of such proposals shall be an Additonal Service. Habe services are impeded or delayed bythe Clin rhs contactors so as toineeate the amount or duration of th Services: © The Consultant shall inform the Client of the ceumstances and probable effects @) The increase shall be regarded as Additional Services. Gi) The time for completion of the Services shall be increased sccordingly I circumstances arse for which the Consultant is not responsible and which make it iesponsible or imposibe for him to perform in whole or Ie pete Servicn tn accordance wih de Agent he all proply dispatch a noice tothe Cent. In these ciecumstances if ceain Services have to be suspended, the ine {or their completion sll be extended uni te Grcumsances no longer apply plus a reasonable period ot exceeding 42 days for resumption of them, I the sped of performing certain Services has wo be reduced, tho time for their completion shall be extended as may be made necessary by the ABANDONMENT SUSPENSION OR ‘TERMINATION EXCEPTIONAL ‘SERVICES RIGHTS AND LIABILITIES, OF PARTIES. 27, By Notlee ofthe Client 27.1 G).The Client may suspend al or pat ofthe Sersices or terminate the ‘Agreement by notice ofa east 36 days tothe Consultant who shall Smmeditely make arrangements t stop th Services and minimise expenditure, (i) Fee Ctient considers thatthe Consultants without good reason nt ‘Schargng his obliations be cin inform the Consultant by notice Stating the grounds for the notice. If a sitsfactory reply is not received within 21 days the Client can by futher notice terminate the Asresment provide that such farther note is given within 35 {days ofthe Client former notice. By Notice of the Consultant 27.2 [Ate iving atleast 14 days? noice tothe Client, the Consultant can by @ fuer nouce of a east 42 days terminate the Agreement, or at his Gscrtion without prejice tothe right to terminate can suspend or “Conte suspension of performance ofthe whole or pat ofthe Services (when 28 days after the due date for payment o! an invoice he has not Teccived payment of that prt of t Which has not By that time been ‘omtestd in writing, oF when Services have been suspended under ether Clause 26 oF ‘Chase 271 andthe perio of sepenson has exceeded 182 days 28. Upon the occurence of circumstances described in Clause 26 oF lbandonment or suspension or resumption of Services or upon termination Sf te Azfecrent otherwise than under the provisions of Clause 27.16) Shy necessary work or expence by the Consultan extra to the Normal and ‘Aisitonal Service shll be regarded as Exceptional Service. ‘The performance of Exceptional Services shall ene the Consultant 10 ‘ha time necessary for their performance and to payment for performing 29, Termination of the Agreement shall not prejudice or affet the accrued Ties or clams and ibis ofthe partis. [After termination of the Agreement, the provisions of Clause 18 shall ‘main nForce. PAYMENT TOTHE ‘CONSULTANT ‘TIME FOR, PAYMENT ‘CURRENCY OF PAYMENT a 2. PAYMENT o @ o w 0 @ “The Client shall pay the Consultant for Normal. Services in sccordance with the Contitions and with he deus stated in Appendix C, and shall pay for Additional Series at ates and pices which ae given in or based on those in Appendix C 50 far as they ae applicable but oherwis sare aged in ascordance with Clause 23, Unless otherwise agreed in writing the Client shall pay the ‘Constantin respect of Exceptional Services (@) as for Additional Series for ext. ime spent by the ‘Constants personnel the peformance of the Services (©) the net cost ofall other extra expense incurred by the Constant Amounts duct the Consultant sal be paid pomply. Ir the Consultant doesnot receive payment within te time stated in the Particular Conditions he shall be paid Agreed Compensation at the rte defined in the Panicular Conon: compounded monthly ‘onthe sum overdue snd in its currency reckoned from the due date for payment of the invoice. Such Agseed Compensation shall not fet the rights ofthe Constant stated in Case 27.2, ‘The cureacy applicable to the Agrmen: is that stated in the Pariculae Conditions. Whore payment is to te mide in other curencies it shall be computed trates of exchange as defined inthe Paricular Conitons fndpaidnet without deductions, Unless aberwise specified. in ‘Appendix C, the Cheat warans that the Consultant ean transfer siroad_prompily all Local and Foreign Currency amounts in onnecton with performance ofthe Services which are received by him in the Client's county, If at the dae ofthe Agreement or during the performance of the Services the conditions in the Client's country are such a8 may comtay tothe Agreement either (prevent or delay the transfer abroad of Local or Foreign ‘Carency payments received by the Constant inthe Chen's counay, of ©) sestit the availabilty or use of Fovign Cureney in the (Chee county, or ‘THIRD PARTY CHARGES ‘ON THE ‘CONSULTANT pispuTED INVOICES, INDEPENDENT ‘AUDIT 33 (©) impose taxes or diferentil rates of exctange forthe wansfer from abroad of Foreign Currency ino the Client's country by the Consultact for Local Cureney expenditure and subsequent retansfer abroad of Local Carency up to he same amount such {Soinhibitthe Consultant in the performance ofthe Services fr to result in financial disadvantage in, the Client warrants that such sal be deemed circurstances jasiying the spplieton of Cance 26 alematve financial rangement are not made {othe stsacom ofthe Consultant [Except where specified in the Particular Coitions or Appendix © (@) the Client shall whenever posible arrange that exemption i granted to he Consultant and those of his personnel ho are noc normaly resident in the county ofthe Project fom any payments required by the Goverment or authorised thind pares fa at county which ise fom dhs Agreement in respect of (@) ei emuneration () heir impoted goods other than fod and dink (©) 00d imported for the Services 8) documents G_whenover the Client is unsuccessful in araniag such exemption he ‘Shall einburse the Constant for such payers properly made. Gi) provided thatthe goods when no longer equine fr the purpose of the Services and notte propety of the Client (4) shall not be disposed of the country of he Project without the Clint's approval, shall not be exported without payment to the Client of any ‘efind or bate rcoverable snd received from he Government ‘orsuthorsed hid pares. any ite opt ofan item in an invoice submited by the Consultant i ‘Contated by the Client the Cent shall give prompt noice with reasons Sin shall not delay payment ‘onthe remainder of the invoice. Sub-lause {of Clause 31 shal apply to all contested amounts which are fnlly

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