Annex 12

ROYAL NORWEGIAN EMBASSY IN WARSAW

H002 - DESIGN TEAM

DESIGN AGREMENT DRAFT

SEPTEMBER 2020

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AGREEMENT
This Agreement dated this day of: [________]

between[Name of Client]: Statsbygg

of [Address of Client ]: P.b. 8106 Dep., N-0032 Oslo, Norway

registered under the number [Client’s Registration 971 278 374

Number]:

(hereinafter called “the Client”) of the one part

and [Name of Consultant] [________].

of [Registered address of Consultant] [________]

registered under the number [Registration Number of the [________]

Consultant]:

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

WHEREAS, the Client desires that certain Services multi-disciplinary design services,
should be performed by the Consultant, namely

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

THE CLIENT AND THE CONSULTANT AGREE AS FOLLOWS:

1 In this Agreement words and expressions shall have the same meanings as are respectively assigned
to them in Clause 1.1 of the General Conditions.

2 The following documents shall be deemed to form and be read and construed as part of the
Agreement, namely:

(c) this Client/Consultant Model Services Agreement;

(d) the Appendices, namely:

Appendix 1: Scope of Services

Appendix 2: Personnel, Equipment, Facilities and Services of Others to be Provided by the Client

Appendix 3: Remuneration and Payment

Appendix 4: Time Schedule for Services

Appendix 5: Precontract BIM Execution Plan

3 In consideration of the payments to be made by the Client to the Consultant under this Agreement, 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.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year
stated above in accordance with their respective laws.

AUTHORISED SIGNATURE(S) OF CLIENT

Signature:

In the presence of:

Name:

Signature:

Address:

AUTHORISED SIGNATURE(S) OF CONSULTANT

Signature:

In the presence of:

Name:

Signature:

Address:

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PARTICULAR CONDITIONS
A. References from Clauses in the General Conditions
1.1 Definitions

1.1.2 The Project is: The rehabilitation of the Royal Norwegian Embassy at ulica
Fryderyka Chopina 2a, Warszawa, Poland.

1.1.10 Commencement Date: [________]

1.1.11 Time for Completion: [________] days from the Commencement Date
([________])

1.1.17 Key Persons Lead Designer [________]

Project Architect [________]

Structural Engineer [________]

Mechanical Engineer [________]

Electrical Engineer [________]

BIM Manager [________]

1.1.18 Approved Sub-consultants Sub-consultant Name Scope (as required)

[________] Structural engineering design

[________] HVAC and sanitary design

[________] Historical preservation design

[________] Greenery/Landscaping consultant

[________] HSE Consultant

[________] Fire protection consultancy

1.3 Language for Communications: English and Polish

1.4 Language(s) of the Agreement:: English

Ruling language: English

Governing Law: Law of Poland

1.8 Notices

Client’s address: P.b. 8106 Dep., N-0032 Oslo, Norway

Email: bartosz.zamara@europtima.com.pl,
izabela.rapallo@europtima.com.pl

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Telephone number: +48 501 286 842, +48 790 30 90 11

Consultant’s address: [________]

Email: [________]

Telephone number: [________]

5 Payment

5.2.1 Time for Payment 30 days from receipt of the Consultant’s invoice

5.2.2 Agreed Compensation for Overdue The statutory interest rate applicable in Poland from time to
Payment (percent per day): time.

6 Liabilities

6.2 Duration of Liability: Five years

Reckoned from: completion of the Works

6.3.1 Limit of Compensation: €2 million

8.3.2 Rules of Arbitration: International Chamber of Commerce

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PARTICULAR CONDITIONS
B. Additional Clauses
The parties are to include in this section any variations, omissions and additions to the General Conditions.

1 Definitions

1.1.1 Existing definition 1.1.1 is to be amended by inserting “Appendix 5 [Guidelines for the Floor
Layout], “ after “….Time Schedule for Services], “.

The following definitions are to be inserted:

1.1.16 “Local Project Manager” or “LPM” means Europtima Sp.z o.o., ul Chmielna 25, 00-121
Warszawa, or such other company or person as shall be notified to the Consultant by the Client.

1.1.17 “Key Persons” means the persons named as such in the Particular Conditions.

1.1.18 “Approved Sub-Consultant” means a sub-consultant named as such in the Particular Conditions
or a sub-consultant approved by the Client in accordance with the provisions of Clause 3.9.1.

1.8 Notices

1.8.1 In the second sentence of Clause 1.8.1 of the General Conditions delete the phrase “or facsimile
message against a written confirmation of receipt”.

1.9 Publication

1.9.1 The existing text of Clause 1.9.1 of the General Conditions is deleted and replaced with the
following:

“The Parties shall not comment to the newspapers, radio, television or other media on this
Agreement or other matters concerning the Client’s affairs without the Client’s consent.”

2 The Client

2.3 Assistance

2.3.1 The text of Clause 2.3.1 of the General Conditions is to be amended to read “…in respect of the
Consultant the Client shall do all in his power….”.

2.3.1 The text of the each of the following sub-clauses of Clause 2.3.1 of the General Conditions is
deleted and replaced with “Not used”: 2.3.1(a); 2.3.1(c); 2.3.1(d); and, 2.3.1€.

3 The Consultant

3.5 Supply of Personnel

3.5.1 The existing text of Clause 3.5.1 is deleted and replaced with “The Consultant shall employ the
Key Persons, together with such other additional persons as may be necessary, to undertake
and complete the Services. The Consultant warrants that the Key Persons hold all necessary
licences and approvals in their respective disciplines.”

The following clause 3.5.2 is added to the General Conditions:

“3.5.2 In the event that the Consultant finds it necessary to replace any of the Key Persons then the

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Consultant shall: replace them by a person of comparable competence; and, obtain the prior
written consent of the Client, which shall not be unreasonably withheld.”

The following Clause 3.8 shall be added to the General Conditions:

“3.8 Requirements for prevailing pay and working conditions for employees

3.8.1 The Consultant shall see that the pay and working conditions of employees in his own
organisation and employees of his subcontractors who contribute directly to the performance of
the Agreement are in accordance with this provision.

3.8.2 No employees below the age of eighteen 18 years shall be employed on the Project.

3.8.3.1 In areas covered by the Regulation relating to General Application of Wage Agreements, pay
and working conditions shall be in accordance with applicable regulations. In areas not covered
by the Regulation relating to General Application of Wage Agreements, pay and working
conditions shall be in accordance with applicable national collective agreements for the industry
in question.

3.8.3.2 In this context, pay and working conditions mean provisions on:

a) maximum working hours,

b) pay, including overtime allowances, shift and rotation allowances and inconvenience
allowance,

c) coverage of expenses for travel, board and lodging, and

d) pay equal wages to both men and women

in so far as such provisions follow from the collective agreement.

3.8.4 All agreements entered into by the Consultant for performance of the work under this Agreement
shall contain corresponding provisions.

3.8.5 If the Consultant fails to comply with this clause, the Client shall be entitled to withhold part of
the remuneration until it has been documented that matters have been put right. The Client may
withhold an amount equivalent to approximately twice the saving for the employer.

3.8.6 The Consultant shall submit documentation of the pay and working conditions being used upon
request. The Consultant shall also submit documentation of the pay and working conditions of
subcontractors if requested.”

The following Clause 3.9 shall be added to the General Conditions:

“3.9 Sub-Consultants

3.9.1 The Consultant shall not sub-contract the whole of the Services. The Consultant shall obtain the
prior written approval of the Client to any proposed sub-consulting. Such approval shall not be
unnecessarily withheld or delayed.

3.9.2 The Consultant shall use the Approved Sub-Consultants to undertake those parts of the
Services shown in the Particular Conditions. In the event that the Consultant considers it
necessary to replace any of the Approved Sub-Consultants it shall replace them with a suitably
experienced, resourced and qualified sub-consultant and he shall obtain the prior approval of the
Client to any such replacement. Such Client’s approval shall not be unnecessarily withheld or

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delayed.”

The following Clause 3.10 shall be added to the General Conditions:

3.10 Local Project Manager

3.10.1 The Consultant shall acknowledge the authority and responsibility of the Local Project Manager
(acting as the Client's agent) for the overall co-ordination and management of the Project and
shall fully co-operate with and report to the Local Project Manager on all aspects of the Project
relating to the Services.

3.10.2 In the event that the Consultant objects to a direction or decision of the Local Project Manager
he shall immediately advise the Client in writing setting out the reasons for such objection and
seeking the Client's decision. The Client shall advise the Consultant in writing of his decision
within five working days, or as soon as practicable thereafter, and shall confirm, modify or
withdraw the direction or decision of the Local Project Manager thereby.”

5. Payment

5.2 Time for Payment

The following Clause 5.2.4 shall be added to the General Conditions:

“5.2.4 All Consultant’s invoices shall be subject to verification and certification by the LPM in
accordance with the procedure contained in Appendix 3.”

5.3 Currencies of Payment

5.3.2 The text of Clause 5.3.2 of the General Conditions is deleted and replaced with “Not used”.

5.4 Third Party Charges on the Consultant

5.4.1 The text of Clause 5.4.1 of the General Conditions is deleted and replaced with “Not used”.

7.2 Insurance of Client’s Property

The text of each of Sub-clauses 7.2.1, 7.2.2 and 7.2.3 of the General Conditions is deleted and
replaced with “Not used”.

8.1 Amicable Dispute Resolution

8.1.1 The last sentence of Clause 8.1.1 of the General Conditions is deleted and replaced by the
following, “If the dispute is not resolved at that meeting or within a period of 14 days following
that meeting, then either Party may refer the dispute to arbitration under the terms of Clause 8.3
of this Agreement.”

8.2 Mediation

8.2 The text of Clause 8.2 of the General Conditions is deleted in its entirety and replaced with “Not
used”.

8.3 Arbitration

8.3.1 The text of Clause 8.3.1 of the General Conditions is deleted and replaced with “Not used”.

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APPENDICES
These Appendices form part of the Agreement.

1 Scope of Services
As stated in Scope of Services - Annex 1, to this RFP.

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2 Personnel, Equipment, Facilities and Services of Others to be Provided by

the Client

A. Personnel to be provided by the Client

None.

B. Equipment to be provided by the Client

None.

C. Facilities to be provided by the Client

Provision shall be made in the Building Contract for the Works for suitable temporary accommodation and
welfare facilities for site meetings and site visitors.

D. Services of Others to be provided by the Client

In addition to the Consultant, the Client has appointed the LPM and shall appoint demolition and building
contractors and others as necessary from time to time to construct, commission and complete the Works.

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3 Remuneration and Payment

A. Remuneration

The Consultant shall be paid a fee of PLN [________] ([________] Polish złoty) for the provision of the
Normal Services.

The breakdown of the fee is as follows:

Project Stage Percent Amount

I. Appraisal and Briefing [________]% PLN [________]

II. Concept Design [________]% PLN [________]

III. Building Permit Design and Permit [________]% PLN [________]

Application

IV. Tender Documentation and Tender [________]% PLN [________]

Action

V. Execution Design [________]% PLN [________]

VI. Construction and Handover [________]% PLN [________]

Total Fee 100% PLN [________]

The remuneration excludes Value Added Tax and any other applicable duties.

B. Payment

Payment shall take place every month. The invoice shall include timesheets and a correlation between
payments and the progress of work. Any deviation from the planned progress shall be notified. Apart from
the amount to be paid, each invoice shall state the agreed total fee and each previous payment. Invoices
shall be sent by mail to the Client, with a copy to the LPM for certification, before it is sent to the Embassy.
Invoices will be paid within 30 days of receipt.

Each invoice shall be marked: V540CHBA – 1135304 Emb. Warsaw – H002 Design Consultant

Further shall each invoice be marked ” O”, ”E” or ”R” according to the following guidelines :

- ”O” – ordinary instalments

- ”E” - demands for payment of alterations or extra work
- ”R” – demands for reimbursements

C. Expenses

C.1 Correspondence, reports, printing, reproduction, etc.

All expenses in connection with the implementation of the Contract shall be included.

C.2 Travelling

All costs in connection with the performance of the Contract shall be included in the fee, including
visits to the work-site, site meetings, meetings with the Client in Warsaw, etc.

C.3 Agreed Travelling

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Possible special travels in connection with the Contract can be made only according to prior
arrangement with the Client. Such travelling will be paid by the Client.

Travelling time shall be payable according to an agreed hourly rate for time spent on transport,
limited to 8 hours per travelling day.

Necessary travelling and accommodation expenses shall be payable according to documented

costs.

D. Remuneration for Additional Services

D.1 Definition of “Extra Work”

If the Consultant is ordered to carry out work which is clearly not within the Agreement, such work
shall be considered extra work and treated as an Additional Service. Minor variations, re-planning of
the design or adjustments to the design material shall be considered to be within the Contract.

D.2 Remuneration

The Consultant shall submit to the Client fixed-hours quotation for any agreed Additional Service
corresponding to the additional amount of work to be carried out by the Consultant. The proposed
additional fee shall be based on the following Schedule of Rates:

Grade Hourly Rate excluding Vat

Director/Partner PLN 0.00
Senior Registered Designer PLN 0.00
Registered Designer PLN 0.00
Technician or unregistered designer PLN 0.00

If the Parties cannot reach agreement about fixed-hours for the extra work, the fee shall be
calculated on the same Schedule of Rates as above, but according to documentation for the time
spent on the extra work.

D.3 Notice concerning extra work

If the Consultant considers it necessary for the Consultant to carry out work which is not specified in
the Agreement, the Client (with copy to the LPM) shall receive written notice to this effect without
undue delay. If such notice is not given, the Consultant shall forfeit his right to claim extra fee for his
work, unless it should be obvious to the Client that the work is not included in the Contract.

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4 Time Schedule for Services

The key dates for the Project are tabulated below:

Final time schedule to be confirmed after the selection of the Designer Team.

Activity Start Finish

Local Designer Appointment Sep-20 Nov-20
Design & Permitting Nov-20 Oct-21
Briefing Nov-20 Jan-21
Concept Design Jan-21 Mar-21
Permit Design & Permitting Mar-21 Jun-21
Permit application and validation Jun-21 Sep-21
Tender Design Jun-21 Jul-21
Execution Design Jul-21 Oct-21
Construction Procurement Jul-21 Dec-21
Demolition Contractor Jul-21 Oct-21
Main Contractor Jul-21 Dec-21
Construction Nov-21 Aug-22
Demolitions and site preparation Nov-21 Dec-21
Main Construction Works Jan-22 Jul-22
Occupation Permit Jul-22 Aug-22
Handover and Occupation Aug-22 Sep-22

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