Professional Documents
Culture Documents
DATE:
2013
CONTRACTOR:
WORKS:
CONTRACT No.
TENDER REFERENCE No.:
CONTENTS
Page
Agreement
Offer
Acceptance
Appendix
Particular Conditions
Performance Security
14
20
22
Certificate of Non-Collusion
23
of
, Turks and
The Employer desires the execution of certain Works known as RENOVATION AND
REFURBISHMENT OF THE HON L. HEADLEY DURHAM BUILDING,
GRAND TURK
OFFER
The Contractor has examined the documents listed in the Appendix which forms part of
this Agreement, and offers to execute the Works in conformity with the Contract for the
sum of
(US$
), or such
other sum as may be ascertained under the Contract.
This offer, of which the Contractor has submitted 3 (three) signed originals, may be
accepted by the Employer by signing and returning one original of this document to the
Contractor before
2013.
The Contractor understands that the Employer is not bound to accept the lowest or any
offer received for the Works.
That the Contractor understands and agrees that their name, the Island on which the work
is to be carried out, the project details, the start and completion date of the project and the
contract amount will appear in the Gazette in accordance with the Tendering process for
this project.
The Contractor warrants that it has paid up to date all National Insurance Board
Contributions. The Contractor understands and agrees that failure to pay the
aforementioned will result in the payments for works done being withheld until
proof of payment is supplied to the Director of National Insurance Board or the
outstanding amount being deducted by the Board from any sum due to the
Contractor or can alternatively result in the termination of the Agreement.
Signature:
Authorised to sign on behalf of:
Name:
Date: ____________
Capacity:
ACCEPTANCE
The Employer has, by signing below, accepted the Contractors offer and agrees that in
consideration of the execution of the Works by the Contractor, the Employer shall pay
the Contractor in accordance with the Contract. This Agreement comes into effect on the
date when the Contractor receives one original of this document signed by the Employer.
Signature:
Date:
Name:
Lillian Misick
Capacity: NIB Chairman
2013
APPENDIX
This Appendix forms part of the Agreement.
[NOTE: with the exception of the items for which the Employers requirements have
been inserted, the Contractor shall complete the following information before submitting
his offer.]
Item
Sub-Clause
Documents forming
the Contract listed in
the order of priority
(all of which are either
annexed or have been
signed in triplicate for
identification purposes
on behalf of the parties):
1.1.1
Data
Document Identification
Annexed.
Annexed.
(d) Specifications
Schedule 1
Schedule 2
(f) Drawings
Schedule 3
1.1.9
To be agreed
1.4
Language
1.5
English.
Provision of Site
2.1
On the Commencement
Date.
Authorised person
3.1
Colin Heartwell
3.2
BCQS Limited
Amount
4.4
Form
4.4
Annexed.*
4.4
N/A
5.1
Specification Clause
Nos:
7.2
Form of programme
7.2
MS Project
7.4
Programme:
10.2
11.1
11.1
11.1
11.1
Cost reimbursable
11.1
11.1A
11.1A
Applicable
1 (One)
Repayment amortization of
Advance payment
11.1A
Percentage of value
of Materials and Plant
11.2
Materials: 80%
Plant: NA
Percentage of retention
11.3
Currency of payment
11.7
Rate of interest
11.8
Insurances:
14.1
To be supplied by
Contractor
14.1
14.1
Type of cover*
Amount of cover*
Contractors Equipment
N/A.
US $1,000,000.00
(One Million United States dollars).
Workers
US $1,000,000.00
(One Million United States dollars).
7 (Seven)
receiving
contract.
7 (Seven)
receiving
contract.
days after
the signed
days after
the signed
Exclusions*
Other cover*
Arbitration:
Rules
15.3
UNCITRAL
Arbitration Rules as in
force on the
Commencement Date.
Appointing authority
15.3
Place of Arbitration
15.3
Grand Turk.
PARTICULAR CONDITIONS
Sub Clause 1.1 Definitions
Sub Clause 1.1.4 shall be deleted, and the following substituted:
1.1.4
Employer means the person named in the Agreement and the legal
successors in title to this person, and his permitted assignees.
10
Unless and until the Employer receives the advance payment guarantee (if required), or if
the total advance payment is not stated in the Appendix, this Sub-Clause shall not apply.
The Employer shall pay the Contractor the first instalment of the advance payment within
21 (twenty-one) days after receiving a statement in respect thereof (which the Contractor
shall be entitled to submit under Sub-Clause 11.2) and after the Employer receives (i) the
performance security and parent company guarantee in accordance with Sub-Clause 4.4
and (ii) a guarantee (if required) in amounts and currencies equal to the advance payment.
This guarantee shall be issued by an entity and from within a country (or other
jurisdiction) approved by the Employer, and shall be in the form annexed, with such
modifications as may be necessary properly to bind the guarantor and benefit the
Employer, or in another form approved by the Employer.
The Contractor shall ensure that the guarantee is valid and enforceable until the advance
payment has been repaid, but its amount may be progressively reduced by the amount
repaid by the Contractor. If the terms of the guarantee specify its expiry date, and the
advance payment has not been repaid by the date 28 (twenty-eight) days prior to the
expiry date, the Contractor shall extend the validity of the guarantee until the advance
payment has been repaid.
11
The advance payment shall be repaid through percentage deductions from all gross
payments due to the Contractor, at the percentage stated in the Appendix. If the advance
payment has not been repaid prior to the issue by the Employer of a notice under SubClause 8.2 or prior to termination under Sub-Clause 12.1 and 12.2 or 12.3 or 13.2 (as the
case may be), the whole of the balance then outstanding shall immediately become due
and payable by the Contractor to the Employer.
Payments to the Contractor under Sub-Clauses 11.3, 11.4, 11.5, 11.6 and 11.7 shall be
subject to this Sub Clause.
Sub Clause 11.3 Interim Payments
The second paragraph of Sub-Clause 11.3 shall be deleted, and the following substituted:
The Employer may withhold interim payments until he receives the performance
security and parent company guarantee under Sub-Clause 4.4 (if any).
Sub - Clause 11.9 Taxes and Duties
Add the following Sub Clause 11.9 after Sub Clause 11.8:
No Turks and Caicos Islands Government taxes or duties (except Turks and Caicos
Islands Government National Insurance contributions properly payable) are payable on
works undertaken on behalf of the Turks and Caicos Islands Government.
12
(i)
for doing or forbearing to do any action in relation to the Contract and/or its
award, or
(ii)
At the beginning of the second (formerly first) paragraph of Sub-Clause 12.1, the word
If shall be deleted, and the words Further, if substituted:
13
if the Employer has terminated under Sub Clause 7.4 or 12.1 or 12.3, the
Employer shall be entitled to a sum equivalent to 20% (twenty per cent.) of the
value of those parts of the Works not executed at the date of the termination,
that the Agreement shall be governed by the law of the Turks and Caicos Islands,
and that all disputes which may arise under, out of, or in connection with, or in
relation to, the Agreement shall be submitted to the jurisdiction of the courts of
the Turks and Caicos Islands; and
(b)
14
PERFORMANCE SECURITY
THIS GUARANTEE is made on the
day of
BETWEEN:
(1)
whose registered office is at
(the Guarantor); and
(2)
20
IT IS AGREED as follows:-
15
1.1
that the total liability of the Guarantor shall not exceed US$
(
1.2
that upon the taking - over of the Works by the Employer in accordance with
Sub Clause 8.2 of the Contract, the total liability of the Guarantor stated
above shall reduce by 50% (fifty per cent.)*; and
1.3
that any claim hereunder must be received by the Guarantor on or before the
payment by the Employer to the Contractor of the second half of the retention
in accordance with Sub Clause 11.5 of the Contract, when this Agreement
shall expire.*
The Guarantor shall be, and continue to be, liable under this Agreement even if the
Contract is or becomes not binding on, or unenforceable against, the Contractor, for
any reason whatever.
extension of time, forbearance or forgiveness, nor any act, matter or thing whatsoever
except an express release by the Employer, shall in any way release or reduce any
liability of the Guarantor hereunder. References to the Contract in this Agreement
shall include all amendments, variations and additions to it, whether made before or
after the date hereof.
This guarantee shall remain in full force and effect until performance in full of the
Terms, notwithstanding:
3.1
3.2
16
Until the Terms have been unconditionally and irrevocably performed in full the
Guarantor shall not by virtue of any performance or payment made by it or otherwise:
4.1
4.2
4.3
4.4
4.5
unless so directed by the Employer (when the Guarantor will prove, and turn
over any realisations to the Employer, in accordance with such directions)
claim as a creditor of the Contractor or any such co-surety in competition
with the Employer.
A waiver given or consent granted by the Employer under this guarantee will be
effective only if given in writing and then only in the instance and for the purpose for
which it is given.
17
7.1
If at any time any one or more of the provisions of this guarantee is or becomes
invalid, illegal or unenforceable in any respect under any law, the validity, legality
and enforceability of the remaining provisions hereof shall not be in any way affected
or impaired thereby.
7.2
8.1
Any notice, demand or other communication to be served under this guarantee may
be served upon the Guarantor only by posting or delivering the same or sending the
same by telex or facsimile transmission to the Guarantor at its address, or telex or
facsimile number shown below:
Address:
Telex:
Fax:
or at such other address or number as the Guarantor may from time to time notify in
writing to the Employer.
8.2
Any notice, demand or other communication to be served under this guarantee may
be served upon the Employer only by posting or delivering the same or sending the
same by telex or facsimile transmission to the Employer at its address, or telex or
facsimile number shown below:
18
Address:
Telex:
Fax:
or at such other address or number as the Employer may from time to time notify in
writing to the Guarantor.
A notice or demand served by post shall be deemed duly served on the tenth business
day after the date of posting and a notice or demand sent by telex or facsimile
transmission shall be deemed to have been served at the time of transmission unless
served after 5.00 p.m. in the place of intended receipt in which case it will be deemed
served at 9.00 a.m. on the following business day. For the purposes of this clause
business day means a day on which commercial banks are open for business in
London, England.
10
In proving service of any notice it will be sufficient to prove, in the case of a letter,
that such letter was properly stamped or franked, addressed and placed in the post
and, in the case of telex or facsimile transmission, that such telex or facsimile was
duly transmitted on a business day to a current telex or facsimile number of the
addressee at the address referred to above.
11
The Employer shall be entitled to assign or transfer all or any of the Employers
rights under this guarantee without the consent of the Guarantor.
12
The proper law of this guarantee shall be the law of the Turks and Caicos Islands, and
all disputes which may arise under, out of, or in connection with, or in relation to,
this guarantee shall be submitted to the jurisdiction of the courts of the Turks and
Caicos Islands.
19
IN WITNESS whereof the Guarantor has caused this guarantee to be executed as a Deed the
day and year first before written in accordance with the law governing the constitution of the
Guarantor.
______________________________
DIRECTOR
___________________________
WITNESS
______________________________
DIRECTOR/SECRETARY
20
day of
BETWEEN:
(1)
whose registered office is at
(the Guarantor); and
(2)
20
IT IS AGREED as follows:-
21
The Guarantor shall be, and continue to be, liable under this Agreement even if the
Contract is or becomes not binding on, or unenforceable against, the Contractor, for
any reason whatever.
extension of time, forbearance or forgiveness, nor any act, matter or thing whatsoever
except an express release by the Employer, shall in any way release or reduce any
liability of the Guarantor hereunder. References to the Contract in this Agreement
shall include all amendments, variations and additions to it, whether made before or
after the date hereof.
This guarantee shall remain in full force and effect until performance in full of the
Terms, notwithstanding:
3.1
3.2
Until the Terms have been unconditionally and irrevocably performed in full the
Guarantor shall not by virtue of any performance or payment made by it or otherwise:
4.1
4.2
4.3
22
4.4
4.5
unless so directed by the Employer (when the Guarantor will prove, and turn
over any realisations to the Employer, in accordance with such directions)
claim as a creditor of the Contractor or any such co-surety in competition
with the Employer.
A waiver given or consent granted by the Employer under this guarantee will be
effective only if given in writing and then only in the instance and for the purpose for
which it is given.
7.1
If at any time any one or more of the provisions of this guarantee is or becomes
invalid, illegal or unenforceable in any respect under any law, the validity, legality
and enforceability of the remaining provisions hereof shall not be in any way affected
or impaired thereby.
7.2
23
8.1
Any notice, demand or other communication to be served under this guarantee may
be served upon the Guarantor only by posting or delivering the same or sending the
same by telex or facsimile transmission to the Guarantor at its address, or telex or
facsimile number shown below:
Address:
Telex:
Fax:
or at such other address or number as the Guarantor may from time to time notify in
writing to the Employer.
8.2
Any notice, demand or other communication to be served under this guarantee may
be served upon the Employer only by posting or delivering the same or sending the
same by telex or facsimile transmission to the Employer at its address, or telex or
facsimile number shown below:
Address:
Telex:
Fax:
or at such other address or number as the Employer may from time to time notify in
writing to the Guarantor.
A notice or demand served by post shall be deemed duly served on the tenth business
day after the date of posting and a notice or demand sent by telex or facsimile
transmission shall be deemed to have been served at the time of transmission unless
served after 5.00 p.m. in the place of intended receipt in which case it will be deemed
served at 9.00 a.m. on the following business day. For the purposes of this clause
business day means a day on which commercial banks are open for business in
London, England.
24
10
In proving service of any notice it will be sufficient to prove, in the case of a letter,
that such letter was properly stamped or franked, addressed and placed in the post
and, in the case of telex or facsimile transmission, that such telex or facsimile was
duly transmitted on a business day to a current telex or facsimile number of the
addressee at the address referred to above.
11
The Employer shall be entitled to assign or transfer all or any of the Employers
rights under this guarantee without the consent of the Guarantor.
12
The proper law of this guarantee shall be the law of the Turks and Caicos Islands, and
all disputes which may arise under, out of, or in connection with, or in relation to,
this guarantee shall be submitted to the jurisdiction of the courts of the Turks and
Caicos Islands.
IN WITNESS whereof the Guarantor has caused this guarantee to be executed as a Deed the
day and year first before written in accordance with the law governing the constitution of the
Guarantor.
_____________________________________
DIRECTOR
__________________________________
WITNESS
_____________________________________
DIRECTOR/SECRETARY
25
of
(the Contractor) is required to provide the Employer with a guarantee in amounts and
currencies equal to the advance payment, namely:
US$
We,
of
unconditionally and irrevocably guarantee to pay (as primary obligor and not as surety
merely) to the Employer on his first demand without any right of objection whatsoever on
our part and without any Employers first claim to the Contractor, amounts from time to
time so demanded not exceeding the amount[s] stated above.
We shall be, and continue to be, liable under this guarantee even if the Contract is or
becomes not binding on, or unenforceable against, the Contractor, for any reason
whatever. No alterations in the Contract, or in the Works described therein, and no
extension of time, forbearance or forgiveness, nor any act, matter or thing whatsoever
26
except expiry in accordance with its terms or an express release by the Employer, shall in
any way release or reduce our liability under this guarantee. References to the Contract
in this guarantee shall include all amendments, variations and additions to it, whether
made before or after the date hereof. We hereby waive notice of any such amendment,
variation or addition.
The amount of this guarantee shall be progressively reduced by the amount of the
advance payment repaid by the Contractor in accordance with the Contract.
This guarantee (as so progressively reduced) shall remain valid and in full effect until the
Employer receives full repayment of the amount[s] stated above from the Contractor.
The proper law of this guarantee shall be the law of the Turks and Caicos Islands, and all
matters relating hereto shall be determined by the courts of the Turks and Caicos Islands.
20
27
Director
Secretary
28
_______________________________
LILLIAN MISICK
CHAIRMAN TCI NATIONAL INSURANCE BOARD
in the presence of:
___________________________________
WITNESS
Name_____________________
___________________________________
DIRECTOR
Name: __________________________
In the presence of:
_____________________________
WITNESS
Name________________________
____________________________________
DIRECTOR/SECRETARY
Name______________________________
29