(herein collectively called the Parties and individually called a Party ).

Transcription

1 CONTRACT AGREEMENT This Agreement is made the day of [ ]. Between 1. Contracting Authority 1, Contracting Authority 2 and Contracting Authority 3with respective addresses at [ ] (collectively referred to as Employer which expression includes its successors and assigns) of the one part and 2. [ ] company registered in [ ] with registered number [ ] and having its registered office at [ ] (herein called the Contractor which expression includes its successors and permitted assigns), (herein collectively called the Parties and individually called a Party ). RECITALS A. Whereas the Employer desires the design and construction of the [ ] District Heating Network as more particularly described in the Contract Appendix (the Works ) at [ ] (the Premises ) and that the Works should be executed by the Contractor; B. The Employer desires that the design and construction of the Premises be based on the FIDIC Conditions of Contract for EPC/Turnkey Projects (Edition 1999) (Silver Book), subject to the terms set out in those documents listed in clause 2 of this Agreement. C. The Contractor and Employer have entered into an Operation and Maintenance Agreement in respect of the Works (the O&M Agreement ) dated [ ] to take effect on completion of the Works. D. The entities which comprise the Employer will separately and individually engage the Contractor to supply Heat to these entities via the District Heating Network, and the Contractor wishes to supply Heat to these entities via the District Heating Network, subject to, and in accordance with, the terms and conditions of this Contract and provided that the Contractor fully complies with the terms and conditions of the Other Contracts. E. The Employer accepts the Contractor s offer and it agrees that the Contractor has no entitlement to be paid under this Contract, pursuant to Clause 3 of this Agreement; and

2 Now in consideration of the terms set out hereunder the Parties convene and agree as follows: 1 In this Contract (including this Contract Agreement) words and expressions shall, unless otherwise defined, have the same meanings as are respectively assigned to them in the Conditions of Contract hereinafter referred to. 2 The following documents (together the Contract ), each of which is incorporated herein by this reference, shall be deemed to form and be read and construed as part of this Agreement. a) This Contract Agreement; b) The Contract Appendix; c) The FIDIC Conditions of Contract for EPC/Turnkey Projects (Edition 1999); d) The Employer s Annexes as listed in the Contract Appendix; e) The Contractor s Annexes as listed in the Contract Appendix; f) Any by-laws, regulations and directives as applicable to the Contract. Should there be any discrepancy or inconsistency between the documents which constitute the Contract the above order of priority shall apply. 3 The Contractor shall have no entitlement to payment under this Agreement and all costs, expenses and liabilities incurred in performance of its obligations and carrying out of the Works under this Agreement (including variations) shall be borne solely by the Contractor. The Contractor undertakes all of its obligations under this Agreement solely at its own risk and shall indemnify the Employer fully and effectively in respects of all costs and expenses and time suffered or incurred from any claims or losses, arising as a direct or indirect result of any acts, errors, omissions, recklessness or negligence of the Contractor or any performance or non-performance by the Contractor of any of its obligations under this Agreement. 4 The Contractor acknowledges that time is of the essence in the completion of the Works within the Time for Completion and the Contractor hereby confirms that it is satisfied with the particular conditions and requirements of the Contract and all relevant circumstances and that the Works can be achieved by the Time for Completion. The Contractor acknowledges that it shall have no entitlement to an extension of time under any circumstances. 5 In consideration of the payments made and/or to be made by the Employer to the Contractor under the Heat Supply Agreement, the Contractor hereby covenants with the Employer to design, execute, complete the Works and remedy any defects therein, to the specifications and employer s requirements and in conformity with the provisions of the Contract. The Contractor takes responsibility for all risk howsoever arising in performance of the Works including cost, time, site and specification issues. The Contractor is

3 responsible for all aspects of utility connections save where expressly provided to the contrary in the Contract. 6 This Contract shall be effective as and from [ ] and shall supersede any letter of intent or other instruction by the Employer. 7 The Contractor acknowledges that its rights to access the Site are based on a basic licence granted by the Employer referred to in clause 2.1 of the FIDIC Conditions of Contract for EPC/Turnkey Projects (Edition 1999) (Silver Book), as amended by the Particular Conditions. The Employer shall continue to use the Site for its own purposes during the course of the Works and the Contractor shall fully co-operate in this regard. In particular, the Contractor undertakes that the Premises will be Ready for Installation, [as more particularly defined in the Particular Conditions on or before [ ]. 8 Title and ownership to the Premises, Plant, Material and Goods shall pass to the Employer on issuance of the Taking-Over Certificate or, if earlier, on termination of this Contract, but risk will remain with the Contractor at all times during performance of this Contract and the term of the Operation and Maintenance Agreement. 9 It is recognised and agreed by the Contractor that the Contractor shall enter into the Heat Supply Agreement and shall have the right to be compensated as per the terms of the Heat Supply Agreement. 10 The Employer acknowledges that the Contractor may desire to connect the District Heating Network to customers other than the Employer, and the Employer will cooperate with the Contractor in relation to such plans. Prior to extending the Supply of Heat (as defined in the Heat Supply Agreement) any third party other than the Employer, the Contractor shall present its detailed plans in writing to the Employer, and such plans shall take account of the Contractor s obligations to the Employer and the Contractor shall demonstrate how the scaling up of the District Heating Network can present reduced fees for the Employer under the Heat Supply Agreement. In order for the Employer to provide a valid written consent to an Extension of the District Heating Network, the Contractor must first provide the Employer with the design and method for carrying out the Extension. Having considered the Contractor s plans for the extension of the District Heating Network, the Parties shall use their best endeavours to reach an agreement in relation to the Contractor s plans. Where the Employer, acting reasonably, is of the view that the implementation of the Contractor s plans would undermine or threaten its rights under this Agreement, then the Employer may decline to approve the Contractor s plans and enter into any new agreement with the Contractor in relation to same. The costs of, or any liabilities resulting from any such extension shall be borne solely by the Contractor. This clause shall only have effect up to the date of the issuance of the Taking Over Certificate, whereafter the provisions relating to the extension of the District Heating Network in the Heat Supply Agreement will apply. 11 Nothing in the Contract shall in any way limit the Employer s common law rights.

4 In Witness whereof the parties hereto have caused this Contract to be executed as a deed under seal the day and year first before written in accordance with their respective laws.

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