GOLDSTEIN (Pty) Ltd

5 BRITTON ROAD, PADDONHURST,

BULAWAYO

In Contractual Agreement with

CITY CONTRACTOR
No 10A COVENTRY STREET, BELMONT
BULAWAYO

GENERAL CONDITIONS OF CONTRACT

FOR THE

CONSTRUCTION OF A SHOPPING MALL

Tender No. PSIP04/2024

CONSTRUCTION OF J.M.N SHOPPING MALL IN

BULAWAYO CBD.

Year 2024

Table of Contents
A. General 3

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 GENERAL CONDITIONS OF CONTRACT FOR THE CONSTRUCTION OF JMN NKOMO
SHOPPING MALL
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1. Definitions 3
2. Interpretation 5
3. Language and Law 5
4. Project Manager’s Decisions 5
5. Delegation 6
6. Communications 6
7. Subcontracting and Other Contractors 6
8. Personnel and Equipment 6
9. Procuring Entity’s and Contractor’s Risks 6
10. Insurance 7
11. Inspection of Site 7
12. Contractor to Construct the Works 8
13. The Works to Be Completed by the Intended Completion Date 8
14. Safety and Security 8
15. Discoveries 8
16. Possession of the Site 8
17. Access to the Site 8
18. Settlement of Disputes 8
B. Time Control
9
19. Programme 9
20. Extension of the Intended Completion Date 9
21. Acceleration 10
22. Delays Ordered by the Project Manager 10
23. Management Meetings 10
24. Early Warning 10
C. Quality Control
10
25. Identifying and Testing of Defects 10
26. Correction of Defects 11
27. Uncorrected Defects 11
D. Cost Control
11
28. Contract Price 11
29. Changes in the Contract Price 11
30. Variations 11
31. Payment Certificates 12
32. Payments 12
33. Compensation Events 13
34. Taxes and Duties 14
35. Retention 14
36. Liquidated Damages 14
37. Bonus 14
38. Advance Payment 14
39. Performance Security 15
40. Day-works 15
41. Cost of Repairs 15
42. Contract Administration Fee 15
E. Finishing the Contract
16
43. Completion 16
44. Taking Over 16
45. Final Account 16
46. Operating and Maintenance Manuals 16
47. Termination 16
48. Fraud and Corruption 17
49. Payment Upon Termination 18
50. Property 19
51. Release from Performance 19

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A. GENERAL
1. Definitions
The definitions in the Public Procurement and Disposal of Public Assets Act
[Chapter 22:23] (“the Act”) and the Public Procurement and Disposal of Public
Assets (General) Regulations, 2018 (Statutory Instrument 5 of 2018) (“the
Regulations”) shall apply to these General Conditions of Contract. In addition, the
following words and expressions shall have the following meanings, unless the
context otherwise indicates:
“Accepted Contract Amount” means the amount accepted in the Letter
of Acceptance for the execution and completion of the Works and the
remedying of any defects.
“Activity Schedule” means a schedule of the activities comprising the
construction, installation, testing, and commissioning of the Works in
a lump sum contract.
“Adjudicator” means the person appointed jointly by the Procuring
Entity and the Contractor to resolve disputes in the first instance, as
provided for in Clause 18.
“Bill of Quantities” means the itemized list of materials, parts and labour
required for the construction, installation, testing and commissioning
of the Works in an admeasurement contract.
“Clause” and “Sub-Clause” mean a clause or sub-clause, as the case may
be, of these General Conditions of Contract.
“Compensation Event” means an event described in Clause 33.
“Contract” means the Contract between the Procuring Entity and the
Contractor to execute and complete the Works and to remedy any
defects, and includes the Contract Documents.
“Contract Documents” means the documents listed in the Contract or
incorporated by reference in the Contract, and all attachments and
appendices to those documents as well as any amendments to them.
“Contractor’s Bid” means the completed Bid submitted by the
Contractor to the Procuring Entity.
“Day-works” means varied work inputs subject to payment on a time
basis for the Contractor’s employees and Equipment, in addition to
payments for associated Materials and Plant.
“Defect” means any part of the Works not completed in accordance with
the Contract.
“Defects Liability Certificate” means a certificate issued by Project
Manager upon correction of defects by the Contractor at the
conclusion of the Defects Liability Period.
“Defects Liability Period” means the period stated in the SCC pursuant
to Clause 26.1 and calculated from the Completion Date.
“Drawings” means the drawings of the Works, as included in the
Contract, and any additional and modified drawings issued by or on
behalf of the Procuring Entity in accordance with the Contract, and
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includes calculations and other information provided or approved by

the Project Manager for the execution of the Contract.
“Equipment” means the Contractor’s machinery and vehicles brought
temporarily to the Site to construct the Works.
“General Conditions of Contract”, hereinafter referred to as GCC, means
the conditions set out in this document.
“Intended Completion Date” means the date on which it is intended that
the Contractor shall complete the Works. The Intended Completion
Date is specified in the SCC.
“Materials” means all supplies, including consumables, used by the
Contractor for incorporation in the Works.
“Plant” means any integral part of the Works that have a mechanical,
electrical, chemical, or biological function.
“Project Manager” means the person named in the SCC who is
responsible for supervising the execution of the Works and
administering the Contract, and includes any other competent person
appointed by the Procuring Entity and notified to the Contractor to
replace the Project Manager.
“Site” means the area defined as such in the SCC.
“Site Investigation Report” means a factual and interpretative report,
included in the Bidding Documents, about the surface and subsurface
conditions at the Site.
“Special Conditions of Contract”, hereinafter referred to as “SCC”,
means the conditions attached to the Contract Agreement, which shall
govern the Contract and shall prevail over these General Conditions
of Contract.
“Specification” means the Specification of the Works included in the
Contract, including drawings, diagrams and Bills of Quantities and
any modification or addition made or approved by the Project
Manager.
“Start Date” means the date specified in the SCC as the latest date on
which the Contractor shall commence execution of the Works.
“Subcontractor” means a person or entity to whom/which the Contractor
subcontracts any part of the Works, including work on the Site.
“Temporary Works” means works designed, constructed, installed and
removed by the Contractor, which are needed for construction or
installation of the Works.
“Works” means the Construction work, as defined in the SCC, which the
Contractor is required by the Contract to construct, install and turn
over to the Procuring Entity.
2. Interpretation
2.1 The Contract shall be read as a whole. The Contract and the Contract
Documents (and all parts thereof) are intended to be correlative,
complementary, and mutually explanatory.
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2.2 The headings and titles of these GCC shall not limit, alter or affect the
meaning of the Contract.
2.3 In these GCC, unless the context otherwise requires:
(a) The singular includes the plural and vice versa;
(b) Words indicating one gender include all genders.
2.4 The Project Manager may clarify the meaning of the provisions of the GCC
and, subject to the provisions of these GCC relating to the resolution of
disputes, the Project Manager’s clarifications shall be binding on the Parties
unless altered or corrected by mutual agreement of the Parties.
2.5 The documents listed in the SCC shall form part of the Contract.
2.6 The type of Contract shall be as defined in the SCC, and:
(a) in the case of an Admeasurement Contract, the Bill of Quantities shall
contain priced items for the Works to be performed by the Contractor.
The Bill of Quantities shall be used to calculate the payment due to
Contractor based on the actual quantities accomplished. The
Contractor shall be paid for the quantity of the works accomplished at
the rate in the Bill of Quantities for each item as certified by the
Project Manager; and
(b) in the case of a Lump Sum Contract, the Works shall be carried out
for an all-inclusive fixed total amount based on the Priced Activity
Schedules. Works shall not be measured for payment but be based on
estimated percentage of works accomplished against the Contract
Price.
3. Language and Law
3.1 The language of the Contract shall be English. Supporting documents and
printed literature that are part of the Contract may be in another language
provided they are accompanied by an accurate translation of the relevant
passages in English, in which case, for purposes of interpretation of the
Contract, this translation shall govern. The Contractor shall bear all costs
of translation to English and all risks of the accuracy of such translation,
3.2 The Contract shall be governed by and interpreted in accordance with the
laws of Zimbabwe.
4. Project Manager’s Decisions
Contract management responsibility rests on the Procuring Entity. Except where
otherwise specifically stated in the SCC, the Project Manager shall represent the
Procuring Entity in deciding contractual matters between the Procuring Entity and
the Contractor.
5. Delegation
Unless otherwise specified in the SCC, the Project Manager may delegate any of
his duties and responsibilities to other people, except to the Adjudicator, after
notifying the Contractor, and may revoke any delegation after notifying the
Contractor.

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6. Communications
Communications between parties that are referred to in the Conditions shall be
effective only when in writing. A notice shall be effective only when it is
delivered.
7. Subcontracting and Other Contractors
7.1 Unless otherwise indicated in the SCC, the Contractor shall not subcontract
any part of the Works.
7.2 The Contractor shall co-operate and share the Site with other contractors,
public authorities, utilities, and the Procuring Entity between the dates
given in the Schedule of Other Contractors set out in the SCC.
8. Personnel and Equipment
8.1 The Contractor shall employ the Key Personnel and use the equipment
identified in its Bid to carry out the Works but may use other personnel and
equipment approved by the Project Manager. The Project Manager shall
approve any proposed replacement of Key Personnel and equipment only if
their relevant qualifications or characteristics are substantially equal to or
better than those proposed in the Bid.
8.2 If the Project Manager asks the Contractor to remove a person who is a
member of the Contractor’s staff or work force, stating the reasons, the
Contractor shall ensure that the person leaves the Site immediately and has
no further connection with the Works.
8.3 All costs associated with the removal and replacement of Contractor’s
personnel or equipment from the Site shall be borne by the Contractor.
9. Procuring Entity’s and Contractor’s Risks
9.1 The Procuring Entity carries the risks which the Contract states are
Procuring Entity’s risks, and the Contractor carries the risks which the
Contract states are Contractor’s risks.
9.2 From the Start Date until the Defects Liability Certificate has been issued,
the following are the Procuring Entity’s risks:
(a) The risk of personal injury, death, or loss of or damage to property
(excluding the Works, Plant, Materials, and Equipment), which are
due to:
(i) use or occupation of the Site for the purpose of the Works,
which is the unavoidable result of the Works; or
(ii) negligence, breach of statutory duty, or interference with any
legal right by the Procuring Entity or by any person employed
by or contracted to him except the Contractor.
(b) The risk of damage to the Works, Plant, Materials, and Equipment to
the extent that it is due to a fault of the Procuring Entity or in the
Procuring Entity’s design, or due to war or radioactive contamination
directly affecting the country where the Works are to be executed;
(c) From the Completion Date until the Defects Liability Certificate has
been issued, the risk of loss of or damage to the Works, Plant, and
Materials is the Procuring Entity’s risk except loss or damage due to:
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(i) a Defect which existed on the Completion Date,

(ii) an event occurring before the Completion Date, which was not
itself a Procuring Entity’s risk, or
(iii) the activities of the Contractor on the Site after the Completion
Date.
(d) From the Start Date until the Defects Liability Certificate has been
issued, the risks of personal injury, death, and loss of or damage to
property (including, without limitation, the Works, Plant, Materials,
and Equipment) which are not Procuring Entity’s risks are
Contractor’s risks.
10. Insurance
10.1 The Contractor shall provide, in the joint names of the Procuring Entity and
the Contractor, and shall cause any Subcontractors to take out and maintain,
insurance cover from the Start Date to the end of the Defects Liability
Period, in the amounts and terms and conditions stated in the SCC for the
following events which are due to the Contractor’s risks:
(a) loss of or damage to the Works, Plant, and Materials;
(b) loss of or damage to Equipment;
(c) loss of or damage to property (except the Works, Plant, Materials, and
Equipment) in connection with the Contract; and
(d) personal injury or death.
10.2 Policies and certificates for insurance shall be delivered by the Contractor
to the Project Manager for the Project Manager’s approval before the Start
Date. All such insurance shall provide for compensation to be payable in
the types and proportions of currencies required to rectify the loss or
damage incurred.
10.3 If the Contractor does not provide any of the policies and certificates
required, the Procuring Entity may effect the insurance which the
Contractor should have provided and recover the premiums the Procuring
Entity has paid from payments otherwise due to the Contractor or, if no
payment is due, the payment of the premiums shall be a debt due to the
Procuring Entity.
10.4 Alterations to the terms of an insurance shall not be made without the
approval of the Project Manager in writing.
10.5 Additional insurance shall be required to cover for any necessary works to
correct the defects during the Defects Liability Period.
10.6 Both Parties shall comply with any conditions of the insurance policies.
11. Inspection of Site
11.1 The Contractor shall be deemed to have inspected and examined the Site
and its surroundings and to have satisfied himself before submitting his Bid
and signing the Contract as to all matters relative to the nature of the land
and subsoil, the form and nature of the Site, details and levels of existing
pipe lines, conduits, sewers, drains, cables or other existing services, the
quantities and nature of the work and materials necessary for the
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completion of the Works, the means of access to the Site and the
accommodation he may require, and in general to have himself obtained all
necessary information as to risk contingencies, climatic, hydrological and
natural conditions and other circumstances which may influence or affect
his Bid, and no claims against the Procuring Entity will be entertained in
connection with these matters.
11.2 The Contractor shall be deemed to have examined any Site Data referred to
in the SCC, supplemented by any information available to the Contractor.
12. Contractor to Construct the Works
The Contractor shall construct and install the Works in accordance with the
Specifications and Drawings.
The Contractor shall provide all labour, materials and equipment necessary to
complete the Scope of Work;
12.1 Demolition of existing structures as shown on the demolition plans;
12.2 Excavation and site preparation as shown on the site plans;
12.3 Construction of new foundation, structural steel, and concrete work;
12.4 Erection of new pre-engineered metal building;
12.5 Installation of new plumbing, electrical and HVAC.

13. The Works to Be Completed by the Intended Completion Date

The Contractor may commence execution of the Works on the Start Date and shall
carry out the Works in accordance with the Programme submitted by the
Contractor, as updated with the approval of the Project Manager, and shall
complete them by the Intended Completion Date. The works should be completed
within 18 months from the day of signing the contract.
14. Safety and Security
14.1 The Contractor shall be responsible for the safety of all activities on the
Site.
14.2 The Contractor shall in connection with the Works provide and maintain at
his own cost all lights, guards, fencing and watching when and where
necessary or required by the Engineer or by any duly constituted authority
for the protection of the Works and the materials and equipment utilised
therefor or for the safety and convenience of the public or others.
15. Discoveries
Subject to the law of Zimbabwe, anything of historical or other interest or of
significant value unexpectedly discovered on the Site shall be the property of the
Procuring Entity. The Contractor shall notify the Project Manager of such
discoveries and carry out the Project Manager’s instructions for dealing with them.
16. Possession of the Site
The Procuring Entity shall give possession of all parts of the Site to the Contractor.
If possession of a part is not given by the date stated in the SCC, the Procuring
Entity shall be deemed to have delayed the start of the relevant activities, and this
shall be a Compensation Event.
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17. Access to the Site

The Contractor shall allow the Project Manager and any person authorized by the
Project Manager access to the Site and to any place where work in connection with
the Contract is being carried out or is intended to be carried out for any purpose
related to the oversight and management of the Contract, including audit and
inspection
18. Settlement of Disputes
18.1 The Procuring Entity and the Contractor shall make every effort to resolve
amicably by direct informal negotiation any disagreement or dispute arising
between them under or in connection with the Contract.
18.2 If, after twenty-eight (28) days, the parties have failed to resolve their
dispute or difference by such mutual negotiation, then either the Procuring
Entity or the Contractor may give notice to the other party of its intention to
commence arbitration under the terms of the Arbitration Act [Chapter
7:15], as amended.
18.3 Notwithstanding any reference to arbitration herein:
(a) the parties shall continue to perform their respective obligations under
the Contract unless they otherwise agree; and
(b) the Procuring Entity shall pay the Contractor any moneys due the
Contractor.

B. TIME CONTROL
19. Programme
19.1 Within 14 days, after the date of the Letter of Acceptance, the Contractor
shall submit to the Project Manager for approval a Programme showing the
general methods, arrangements, order, and timing for all the activities in the
Works. In the case of a lump sum contract, the activities in the Programme
shall be consistent with those in the Activity Schedule.
19.2 An update of the Programme shall be a programme showing the actual
progress achieved on each activity and the effect of the progress achieved
on the timing of the remaining work, including any changes to the sequence
of the activities.
19.3 The Contractor shall submit to the Project Manager for approval an updated
Programme at intervals no longer than the period of 12 weeks. If the
Contractor does not submit an updated Programme within this period, the
Project Manager may withhold the amount stated in the SCC from the next
payment certificate and continue to withhold this amount until the next
payment after the date on which the overdue Programme has been
submitted. In the case of a lump sum contract, the Contractor shall provide
an updated Activity Schedule within fourteen (14) days of being instructed
to do so by the Project Manager.
19.4 The Project Manager’s approval of the Programme shall not alter the
Contractor’s obligations. The Contractor may revise the Programme and
submit it to the Project Manager again at any time. A revised Programme
shall show the effect of Variations and Compensation Events.
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20. Extension of the Intended Completion Date

20.1 The Procuring Entity, on the recommendation of the Project Manager, shall
extend the Intended Completion Date if a Compensation Event occurs or a
Variation is issued which makes it impossible for Completion to be
achieved by the Intended Completion Date without the Contractor taking
steps to accelerate the remaining work, which would cause the Contractor
to incur additional cost.
20.2 The Project Manager may revise the Intended Completion Date by issuing
an extension of time or an acceleration order in accordance with this
Clause.
21. Acceleration
21.1 When the Procuring Entity wants the Contractor to complete the Works
before the Intended Completion Date, the Project Manager shall obtain
priced proposals for achieving the necessary acceleration from the
Contractor. If the Procuring Entity accepts these proposals, the Intended
Completion Date shall be adjusted accordingly and confirmed by both the
Procuring Entity and the Contractor.
21.2 If the Contractor’s priced proposals for an acceleration are accepted by the
Procuring Entity, they shall be deemed to have been incorporated in the
Contract Price and treated as a Variation.
22. Delays Ordered by the Project Manager
The Project Manager may instruct the Contractor to delay the start or progress of
any activity within the Works.
23. Management Meetings
23.1 Either the Project Manager or the Contractor may require the other to attend
a management meeting. The business of a management meeting shall be to
review the plans for remaining work and to deal with matters raised in
accordance with the early warning procedure under Clause 24.
23.2 The Project Manager shall record the business of management meetings and
provide copies of the record to those attending the meeting and to the
Procuring Entity. The responsibility of the parties for actions to be taken
shall be decided by the Project Manager either at the management meeting
or after the management meeting and stated in writing to all who attended
the meeting.
24. Early Warning
24.1 The Contractor shall warn the Project Manager at the earliest opportunity of
specific likely future events or circumstances that may adversely affect the
quality of the work, increase the Contract Price, or delay the execution of
the Works. The Project Manager may require the Contractor to provide an
estimate of the expected effect of the future event or circumstance on the
Contract Price and Completion Date. The estimate shall be provided by the
Contractor as soon as reasonably possible.
24.2 The Contractor shall co-operate with the Project Manager in making and
considering proposals for how the effect of such an event or circumstance

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can be avoided or reduced by anyone involved in the work and in carrying

out any resulting instruction of the Project Manager.

C. QUALITY CONTROL
25. Identifying and Testing of Defects
25.1 The Project Manager shall check the Contractor’s work and notify the
Contractor of any Defects that are found. Such checking shall not affect the
Contractor’s responsibilities. The Project Manager may instruct the
Contractor to search for a Defect and to uncover and test any work that the
Project Manager considers may have a Defect.
25.2 If the Project Manager instructs the Contractor to carry out a test not
specified in the Specification to check whether any work has a Defect and
the test shows that it does, the Contractor shall pay for the test and any
samples. If there is no Defect, the test shall be a Compensation Event
26. Correction of Defects
26.1 The Project Manager shall give notice to the Contractor of any Defects
before the end of the Defects Liability Period, which begins at Completion,
and is defined in the SCC. The Defects Liability Period shall be extended
for as long as Defects remain to be corrected.
26.2 Every time notice of a Defect is given, the Contractor shall correct the
notified Defect within the length of time specified by the Project Manager’s
notice.
27. Uncorrected Defects
If the Contractor h as not corrected a Defect within the time specified in the Project
Manager’s notice, the Project Manager shall assess the cost of having the Defect
corrected, and the Contractor shall pay this amount.

D. COST CONTROL
28. Contract Price
28.1 The contract price shall be as follows-

Description Total price USD

(i) Construction of J.M.N $26,407,294.41

Shopping Mall

GRAND TOTAL 29. $26,407,294.41

28.2 This is an admeasurement contract. The activity schedule shall be used to

monitor and control the contract.
30. Changes in the Contract Price
29.1 The Activity Schedule shall be amended by the Contractor to accommodate
changes to the Programme or method of working made at the Contractor’s

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own discretion. Prices in the Activity Schedule shall not be altered when
the Contractor makes such changes to the Activity Schedule.
31. Variations
30.1 All Variations shall be included in updated Programmes and, in the case of
a lump sum contract, also in the Activity Schedule, produced by the
Contractor.
30.2 The Contractor shall provide the Procuring Entity with a quotation for
carrying out a Variation when requested to do so by the Project Manager.
The Project Manager shall assess the quotation, which shall be given within
seven (7) days of the request or within any longer period stated by the
Project Manager and before the Variation is ordered.
30.3 If the Contractor’s quotation is unreasonable, the Project Manager may
order the Variation and make a change to the Contract Price, which shall be
based on the Project Manager’s own forecast of the effects of the Variation
on the Contractor’s costs.
30.4 If the Project Manager decides that the urgency of varying the work would
prevent a quotation being given and considered without delaying the work,
no quotation shall be given and the Variation shall be treated as a
Compensation Event.
30.5 The Contractor shall not be entitled to additional payment for costs that
could have been avoided by giving early warning of the circumstances
necessitating a Variation.
30.6 In the case of an Admeasurement contract, if the work in the Variation
corresponds to an item description in the Bill of Quantities and if, in the
opinion of the Project Manager, the quantity of work, or the timing of its
execution do not cause the cost per unit of quantity to change, the rate in the
Bill of Quantities shall be used to calculate the value of the Variation. If
the cost per unit of quantity changes, or if the nature or timing of the work
in the Variation does not correspond with items in the Bill of Quantities, the
quotation by the Contractor shall be in the form of new rates for the
relevant items of work.
32. Payment Certificates
31.1 The Contractor shall submit to the Project Manager monthly statements of
the estimated value of the work executed less the cumulative amount
certified previously.
31.2 The Project Manager shall check the Contractor’s monthly statements and
certify the amount to be paid to the Contractor.
31.3 The value of work executed shall be determined by the Project Manager.
31.4 The value of work executed shall comprise:
(a) In the case of an Admeasurement Contract, the value of the quantities
of work in the Bill of Quantities that have been completed; or
(b) In the case of a Lump Sum Contract, the value of work executed shall
comprise the value of completed activities in the Activity Schedule.

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31.5 The value of work executed shall include the valuation of Variations and
Compensation Events.
31.6 The Project Manager may exclude any item certified in a previous
certificate or reduce the proportion of any item previously certified in any
certificate in the light of later information.
33. Payments
33.1 Payments shall be made promptly by the Procuring Entity after issue of a
Payment Certificate, but in no case later than two months after submission
of an invoice or request for payment by the Contractor, and after the
Procuring Entity has accepted it.
33.2 Payment after completion of works
32.3 Unless otherwise provided for in the SCC, in the event that the Procuring
Entity fails to pay the Contractor any payment by its due date or within the
period set forth in the SCC, the Contractor may raise a complaint with the
Authority, which may order the Procuring Entity to settle the outstanding
invoice immediately or to pay to the Contractor interest on the amount of
such delayed payment at the rate shown in the SCC, for the period of delay
until payment has been made in full, whether before or after judgment or an
arbitral award.
32.4 Unless otherwise stated in the Contract, all payments and deductions shall
be paid or charged in the currency of the Contract.
32.5 Items of the Works for which no rate or price has been entered in the
Contract shall not be paid for by the Procuring Entity and shall be deemed
covered by other rates and prices in the Contract.
33. Compensation Events
33.1 The following shall be Compensation Events:
(a) The Procuring Entity does not give access to a part of the Site by the
Site Possession Date stated in the SCC.
(b) The Procuring Entity modifies the Schedule of Other Contractors in a
way that affects the work of the Contractor under the Contract.
(c) The Project Manager orders a delay or does not issue Drawings,
Specifications, or instructions required for execution of the Works on
time.
(d) The Project Manager instructs the Contractor to uncover or to carry
out additional tests upon work, which is then found to have no
Defects.
(e) The Project Manager unreasonably does not approve a subcontract.
(f) Ground conditions are substantially more adverse than could
reasonably have been assumed, before issue of the Letter of
Acceptance, from the information issued to Bidders (including the
Site Investigation Reports), from information available publicly and
from a visual inspection of the Site.

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(g) The Project Manager gives an instruction for dealing with an

unforeseen condition, caused by the Procuring Entity, or additional
work required for safety or other reasons.
(h) Other contractors, public authorities, utilities, or the Procuring Entity
do not work within the dates and other constraints stated in the
Contract, and they cause delay or extra cost to the Contractor.
(i) The advance payment is delayed.
(j) The effects to the Contractor of any of the Procuring Entity’s Risks.
(k) The Project Manager unreasonably delays issuing a Certificate of
Completion.
33.2 If a Compensation Event would cause additional cost or would prevent the
work being completed before the Intended Completion Date, the Contract
Price shall be increased and/or the Intended Completion Date shall be
extended. The Project Manager shall decide whether and by how much the
Contract Price shall be increased and whether and by how much the
Intended Completion Date shall be extended.
33.3 As soon as information demonstrating the effect of each Compensation
Event upon the Contractor’s forecast cost has been provided by the
Contractor, it shall be assessed by the Project Manager, and the Contract
Price shall be adjusted accordingly. If he or she considers the Contractor’s
forecast cost unreasonable, the Project Manager shall adjust the Contract
Price based on the Project Manager’s own forecast. The Project Manager
shall assume that the Contractor shall react competently and promptly to the
event.
33.4 The Contractor shall not be entitled to compensation to the extent that the
Procuring Entity’s interests are adversely affected by the Contractor’s not
having given early warning or not having co-operated with the Project
Manager.
34. Taxes and Duties
34.1 The Contractor is liable for all taxes and duties in accordance with the laws
of Zimbabwe.
34.2 Unless otherwise stated in the SCC, the Project Manager shall not adjust the
Contract Price if taxes, duties, and other levies are changed during the
period from Start date to the date the Completion certificate.
35. Retention
35.1 The Procuring Entity shall retain from each payment due to the Contractor
the proportion if so stated in the SCC until Completion of the whole of the
Works.
35.2 Upon the issue of a Certificate of Completion of the Works by the Project
Manager, in accordance with Clause 51.1, half the total amount retained
shall be repaid to the Contractor and half when the Defects Liability Period
has passed and the Project Manager has certified that all Defects notified by
the Project Manager to the Contractor before the end of this period have
been corrected. The Contractor may substitute retention money with an “on
demand” Bank guarantee.
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36. Liquidated Damages

36.1 The Contractor shall pay liquidated damages to the Procuring Entity at the
rate per day stated in the SCC for each day that the Completion Date is later
than the Intended Completion Date. The total amount of liquidated
damages shall not exceed the amount defined in the SCC. The Procuring
Entity may deduct liquidated damages from payments due to the
Contractor. Payment of liquidated damages shall not affect the
Contractor’s liabilities.
36.2 If the Intended Completion Date is extended after liquidated damages have
been paid, the Project Manager shall correct any overpayment of liquidated
damages by the Contractor by adjusting the next payment certificate.
37. Bonus
No bonus shall be paid under the Contract.
38. Advance Payment
38.1 No provision will be made for advance payment or pre-purchase in this
contract.

39. Performance Security

39.1 If required as specified in the SCC, the Contractor shall, within twenty-one
(21) days of the notification of contract award or, in the event of Challenge
proceedings under Part X of the Act within twenty-one (21) days of the
resolution of the Challenge, provide a performance security for the
performance of the Contract in the amount specified in the SCC.
39.2 The proceeds of the Performance Security shall be payable to the Procuring
Entity as compensation for any loss resulting from the Contractor’s failure
to complete its obligations under the Contract.
39.3 As specified in the SCC, the Performance Security, if required, shall be:
(a) denominated in the currency(ies) of the Contract, or in a freely
convertible currency acceptable to the Procuring Entity;
(b) in one of the formats stipulated by the Procuring Entity in the SCC,
or in another format acceptable to the Procuring Entity;
(c) provided by an institution acceptable to the Procuring Entity, where
the security is issued by a financial institution; and
(d) valid for the period prescribed in the SCC.
39.4 The Performance Security shall be discharged by the Procuring Entity and
returned to the Contractor immediately following the date of Completion of
the Contractor’s performance obligations under the Contract, including any
warranty obligations.
40. Day-works
40.1 If applicable, the Day-works rates in the Contractor’s Bid shall be used only
when the Project Manager has given written instructions in advance for
additional work to be paid for in that way.

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40.2 All work to be paid for as Day-works shall be recorded by the Contractor
on forms approved by the Project Manager. Each completed form shall be
verified and signed by the Project Manager within two days of the work
being done.
40.3 The Contractor shall be paid for Day-works subject to obtaining signed
Day-works forms.
41. Cost of Repairs
Loss or damage to the Works or Materials to be incorporated in the Works between
the Start Date and the end of the Defects Correction periods shall be remedied by
the Contractor at the Contractor’s cost if the loss or damage arises from the
Contractor’s acts or omissions.
42. Contract Administration Fee
The Contractor shall pay the Contract Administration Fee of $16,000.00 as set out
in Part V of the Fifth Schedule of the Regulations.

E. FINISHING THE CONTRACT

43. Completion
Upon completing the Works, the Contractor shall request the Project Manager to
issue a Certificate of Completion of the Works, and the Project Manager shall do
so upon determining that the whole of the Works is completed.
44. Taking Over
The Procuring Entity shall take over the Site and the Works within seven days of
the Project Manager’s issuing a certificate of Completion.
45. Final Account
The Contractor shall supply the Project Manager with a detailed account of the
total amount that the Contractor considers payable under the Contract before the
end of the Defects Liability Period. The Project Manager shall issue a Defects
Liability Certificate and certify any final payment that is due to the Contractor
within two months of receiving the Contractor’s account if it is correct and
complete. If it is not, the Project Manager shall issue within two months a
schedule that states the scope of the corrections or additions that are necessary. If
the Final Account is still unsatisfactory after it has been resubmitted, the Project
Manager shall decide on the amount payable to the Contractor and issue a payment
certificate.
46. Operating and Maintenance Manuals
46.1 If “as built” Drawings and/or operating and maintenance manuals are
required in terms of the SCC, the Contractor shall supply them by the dates
stated in the SCC.
46.2 If the Contractor does not supply the Drawings and/or manuals by the dates
stated in the SCC or if they do not receive the Project Manager’s approval,
the Project Manager shall withhold the amount stated in the SCC from
payments due to the Contractor.

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47. Termination
47.1 After the occurrence of any of the events specified in this sub-clause, the
Procuring Entity may terminate the Contract by giving the Contractor not
less than thirty (30) days’ written notice of termination (except in the event
listed in paragraph (g) below, for which there shall be written notice of not
less than sixty (60) days):
(a) the Contractor fails to remedy a defect or other failure in the
performance of its obligations within thirty days of receipt of a notice
or within such period otherwise agreed between the Parties in writing;
(b) the Contractor becomes insolvent or bankrupt or enters into any
agreements with its creditors for relief of debt or takes advantage of
any law for the benefit of debtors or goes into liquidation or
receivership whether compulsory or voluntary, other than for a
reconstruction or amalgamation;
(c) the Contractor fails to comply with any final decision reached as a
result of arbitration proceedings;
(d) the Contractor is unable, as the result of Force Majeure, to perform a
material portion of the Works for a period of not less than sixty
(60)days;
(e) the Contractor, in the judgement of the Procuring Entity, has engaged
in a corrupt or fraudulent practice in competing for or in executing the
Contract;
(f) the Contractor has been made the subject of a suspension or
debarment sanction under section 74 (1)(c) (d) or (e) of the
Regulations; or
(g) the Procuring Entity, in its sole discretion and for any reason
whatsoever, decides to terminate the Contract.
47.2 The Contractor may terminate the Contract, by not less than thirty (30)
days’ written notice to the Procuring Entity, upon the occurrence of any of
the following events:
(a) if the Procuring Entity fails to pay any money due to the Contractor
pursuant to the Contract and not subject to dispute pursuant to Clause
18, within forty-five days after receiving written notice from the
Contractor that such payment is overdue;
(b) if the Procuring Entity is in material breach of its obligations under
the Contract and has not remedied the breach within forty-five (45)
days, or such longer period as the Contractor may have subsequently
approved in writing, following receipt by the Procuring Entity of the
Contractor’s notice specifying such breach;
(c) if the Contractor is unable, as the result of Force Majeure, to perform
a material portion of the Works for a period of not less than sixty (60)
days; or
(d) if the Procuring Entity fails to comply with any final decision reached
as a result of arbitration pursuant to Clause 18.

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47.3 If either Party disputes whether an event specified in this Clause has
occurred, such Party may, within forty-five (45) days after receipt of notice
of termination from the other Party, refer the matter to arbitration pursuant
to Clause 18 and the Contract shall not be terminated on account of such
event except in accordance with the terms of any resulting arbitral award.
48. Fraud and Corruption
48.1 If the Procuring Entity considers that the Contractor or a Subcontractor has
engaged in corrupt, fraudulent, collusive, coercive or obstructive practices
in competing for or in executing the Contract, or has otherwise acted
contrary to the obligations stated in section 72 of the Act, then the
Procuring Entity may do either or both the following:
(a) recommend to the Authority that the Contractor should be debarred
under section 99 of the Act, in accordance with the procedures in Part
XI of the Regulations;
(b) terminate the Contractor’s employment under the Contract and cancel
the contract, in which event Clause 47.1 shall apply as if such
expulsion had been made under paragraph (e) of that clause.
48.2 Should the Procuring Entity determine that any employee of the Contractor
or of a Subcontractor has engaged in a corrupt, fraudulent, collusive, or
obstructive practice during the execution of the Works, then the Contractor
shall ensure the removal of the employee in accordance with Clause 8.
48.3 For the purposes of this Clause:
(a) “corrupt practice” means the offering, giving, receiving or soliciting,
directly or indirectly, of anything of value in order to influence
improperly the actions of another party;
(b) “fraudulent practice” means any knowing or reckless act or omission,
including a misrepresentation, that misleads, or attempts to mislead, a
party to obtain a financial or other benefit or to avoid an obligation;
(c) “collusive practice” means an arrangement between two or more
parties designed to achieve an improper purpose, including
improperly influencing the actions of a party;
(d) “coercive practice” means impairing or harming, or threatening to
impair or harm, directly or indirectly, any party or the property of a
party in order to influence improperly the actions of a party;
(e) “obstructive practice” means:
(i) deliberately destroying, falsifying, altering or concealing
evidence material to an investigation or making false statements
to investigators in order to materially impede an investigation
by the Procuring Entity, the Authority or a Government agency
into allegations of a corrupt, fraudulent, coercive or collusive
practice; and/or threatening, harassing or intimidating any party
in order to prevent it from disclosing its knowledge of matters
relevant to the investigation or from pursuing the investigation;
or

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(ii) an act intended to materially impede the exercise of the

Procuring Entity’s inspection and audit rights provided for
under Clause 17.1.
49. Payment Upon Termination
49.1 If the Contract is terminated because of a fundamental breach of Contract
by the Contractor, the Project Manager shall issue a certificate for the value
of the work done and Materials ordered less advance payments received up
to the date of the issue of the certificate and less the percentage to apply to
the value of the work not completed, as indicated in the SCC. Additional
Liquidated Damages shall not apply. If the total amount due to the
Procuring Entity exceeds any payment due to the Contractor, the difference
shall be a debt payable to the Procuring Entity.
49.2 If the Contract is terminated for the Procuring Entity’s convenience or
because of a fundamental breach of Contract by the Procuring Entity, the
Project Manager shall issue a certificate for the value of the work done,
Materials ordered, the reasonable cost of removal of Equipment,
repatriation of the Contractor’s personnel employed solely on the Works,
and the Contractor’s costs of protecting and securing the Works, and less
advance payments received up to the date of the certificate.
50. Property
All property belonging to the Contractor shall be removed forthwith by and at the
expense of the Contractor if the Contract is terminated because of the Contractor’s
default.
51. Release from Performance
If the Contract is frustrated by the outbreak of war or by any other event entirely
outside the control of either the Procuring Entity or the Contractor, the Project
Manager shall certify that the Contract has been frustrated. The Contractor shall
make the Site safe and stop work as quickly as possible after receiving this
certificate and shall be paid for all work carried out before receiving it and for any
work carried out afterwards to which a commitment was made.

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FOR AND ON BEHALF OF THE CLIENT

………………………...................................... Designation: ...............................

.....……………….............................. Date :...........................................

(Name in Capitals)

at........................................................

In the presence of Witness:

.................................................... ........................................
.......
(Witness) (Name in Capitals)

FOR AND ON BEHALF OF THE CONTRACTOR

.......................................................................... Designation:
…………......................

.....................................………………………… Date :..................................

(Name in Capitals)

at........................................................

In the presence of Witness :

............................................................. .................……………….........
(Witness) (Name in Capitals)

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