CONTRACT PERFORMANCE AGREEMENT

BETWEEN
The Federal Ministry of Finance, Budget & National Planning
acting through the FGN-NIMECC Projects Implementation
Committee (PIC)

AND

KOROMCHES ENGINEERING SERVICE LIMITED,

Prepared by:
Phillip Francis, Esq.
Airbridge Solicitors & Advisory
Services,
36 Birao Street,off Yalinga Street,
Wuse 2,Abuja.
philip@airbridgesolicitors.com

THIS CONTRACT PERFORMANCE AGREEMENT (this “Agreement”) is entered into

this ……………. Day of ………………………, 2021.

BETWEEN

The Federal Ministry of Finance, Budget & National Planning acting through the FGN-
NIMECC Projects Implementation Committee (PIC), a committee under the statutory
agency of the Federal Government with its principal place of business at Central Business
Area, P.M.B 251 Ahmadu Bello Way, Garki, Abuja, Nigeria (Hereinafter referred to as “
The Ministry” which expression shall where the context so admits, include its Agents,
Representatives and Assigns of the one part

AND
KOROMCHES ENGINEERING SERVICE LIMITED, a Private Limited Liability
company incorporated under the Companies and Allied Matters Act, (Rc 740620), 2020 (as
amended), Laws of the Federal Republic of Nigeria with its principal place of business at No.
1, Mofole Street, Off Aminu Kano Crescent, Wuse 2, Abuja (Hereinafter referred to as “The
Contractor” which expression shall where the context so admits, include its Agents,
Representatives and Assigns of the other part

DEFINITIONS

A. Approved Contract Sum: N32,500,000 (Thirty-Two Million, Five Hundred

Thousand Naira) inclusive of 7% VAT and 3% Education Levy (the receipt
of which the Vendor hereby acknowledges).
B. Contract: The Provision of Solar Energy Facilities and Face-
lifting/Renovation of the Main Bowl of the Ona Abaji’s Palace, FCT-Abuja
C. Effective Date: The term “Effective Date” means the date that the last
signatory to this agreement executes this agreement.
D. “Party” means The Ministry or The Contractor individually and “Parties”
refers to all parties collectively.

WHEREAS
i. The Ministry through the Director, FGN/NIMEC-WEF Projects desires to engage the
contractor for the provision of solar (alternative) energy facilities and specific
renovation/face-lifting of the main bowl of Ona Abaji’s Palace, Federal Capital
Territory
ii. Subsequent to previous meetings, discussions and various correspondences
between parties, the Contractor Party accepts and agrees to execute the Project.

NOW IT IS HEREBY AGREED as follows:

1. The Obligation of Parties

1.1. The Obligation of the Ministry

1.1.1. To provide the funding needed to set up the Project. It is

understood that where The Ministry provides the total funding,
The Ministry shall be entitled to be refunded where the contract has
not been performed by the Contractor.
1.1.2. To provide the necessary Supervisory expertise and management
advice needed for the effective running of the Contract.

1.2. Obligations of the Contractor

1.2.1. To be responsible for the day-to-day technical management of the

project including planning and execution;
 1.2.2. To provide supervisory management for all the Contractor’s
employees, agents, representatives, officers, and assigns who
would deliver onsite services in relation to the effective
performance of the contract;
1.2.3. To keep up with best practices in respect of all services rendered.
1.2.4. To make all efforts necessary for the successful operation and
profitability of the contract.
1.2.5. To ensure all products deployed to the site is of high quality in line
with the contract guidelines and industry standard.
2. Terms
This agreement shall be effective from the commencement date of executing this
agreement and shall continue until terminated for a period of 12 weeks and can
only be renewed except on the written consent of the Ministry.

3. Status of the Contractor

3.1. This agreement does not constitute the employment of the contractor. It is
the parties’ intention that the contractor shall have an independent status
and not be an employee.
3.2. The Contractor shall retain sole and absolute discretion in the manner and
means of carrying out their activities and responsibilities under this
Agreement.
3.3. This Agreement shall not be considered or construed to be either a
partnership or a joint venture, and the Ministry shall not be liable for any
obligations incurred by the contactor unless specifically authorized in
writing.
3.4. The Contractor shall not act as an agent of the Ministry, either ostensible
or otherwise nor bind the Ministry in any manner, unless specifically
authorized in writing.

4. Duties and Scope of Work of the Contractor

4.1. The Contractor agrees to devote as much time, attention and energy as
necessary to complete or achieve the construction of solar (alternative)
energy facilities and specific renovation/face-lifting of the main bowl of
Ona Abaji’s Palace, the aforementioned scope of work is estimated to be
completed with 12 (twelve) weeks for the date of the execution of this
agreement
4.2. The Contractor shall additionally perform any and all tasks and duties
associated with the scope of work mentioned in paragraph 4.2 above,
including but not limited to work being performed already or related
change orders.
4.3. The Contractor shall not engage in any activities which are not specifically
set forth in this agreement
4.4. The books and records related to the scope of work set forth herein, shall
be maintained by the Contractor at his principal place of business and open
 to inspection for the Director, FGN-NIMECC Projects Implementation
Committee (PIC) or any authorized representatives in writing. During
regular working hours.
4.5. The Contractor shall be directly responsible to the Director FGN-NIMECC
Projects Implementation Committee (PIC) but shall not be required to
follow or establish a daily work schedule.
4.6. The Contract is required by the Ministry to be personally responsible for
its security arrangement which shall include that of its officers, employees
and agents during the pendency of this contract

5. RELATIONSHIP OF PARTIES

5.1. It is understood and agreed by parties that the Contractor is an Independent

Contractor with respect to the Ministry, and not an employee of the
Ministry. The Ministry shall not provide fringe benefits; including but not
limited to Health Insurance Benefits, paid vacation, bonuses or any other
for the benefit of the Consultant.
5.2. This agreement shall automatically terminate upon completion of the
Contract and the handing over of the Solar Energy Facilities and Face-
lifting/Renovation of the Main Bowl of the Ona Abaji’s Palace to the Ona
of Abaji
5.3. This agreement only reserves the Contractor’s availability for contracted
services by the Ministry and shall in no way prevent the Contractor from
performing work for other clients during the Contract period, PROVIDED
THAT during the contract period the Contractor shall not use the time,
equipment and information obtained in the performance of the
Contractor’s duties with the Ministry without the prior written consent of
the Director of the FGN-NIMECC Projects Implementation Committee
(PIC).

6. EXPENSES

6.1. The Contractor shall be solely responsible for all expenses related to
providing the construction under this Agreement. This shall include but
not limited to supplies, equipment, operating costs, business costs,
employment costs, taxes and rates, insurance and any other cost that may
or may not be in connection with the services provided by the Contractor.
6.2. The Ministry shall not reimburse the Contract for any and all-out-of-
pocket business expenses incurred by the Contractor in furtherance of the
performance of the contract.

7. CONFIDENTIALITY

7.1. IT IS AGREED THAT, during such Contract Period, the Contractor may
be exposed to confidential and proprietary information but not limited to
 products, processes, technologies, innovative concepts, information,
processing capabilities, and information which may be personal and other
valuable personal identity information designated as confidential expressly
or by the circumstances in which it is provided (collectively “Confidential
Information”). Confidential Information does not include (i) information
already known or independently developed by the recipient; (ii)
information in the public domain through no wrongful act of the recipient,
or (iii) information received by the recipient from a third party who was
free to disclose it; (iv) information disclosed to a third party by the owner
without restriction. It is agreed that Confidential Information shall not be
revealed or disclosed to any third party at any time. Each party receiving
Confidential Information hereby agrees that it shall not use, commercialize
or disclose such Confidential Information to any person or entity, except to
the individuals having a “need to know” (and who are themselves bound
by similar nondisclosure restrictions).

8.  TERMINATION

Notwithstanding any contrary provision contained elsewhere in this Agreement,

this Agreement and the rights and obligations hereunder may be terminated;

8.1. by the Ministry immediately, if the Contractor defaults in the performance

of Contractor’s obligations under this Agreement, including failure to
provide the scope of work outlined in this Agreement within the time
period specified. Any sums of money due to Contractor shall be
compensated fairly against actual work performed; or

8.2. by the Contractor by providing 30days advance written notice, if the

Ministry defaults in the performance of its obligations under this
Agreement; or

8.3. either party then may terminate this agreement by providing 30 days
advance written notice, which notices shall not be provided until at least
30 days after the execution date of this agreement.

9. INTELLECTUAL PROPERTY
 9.1. The Contractor shall retain all rights to pre-existing ideas, processes,
procedures, and materials used by the Contractor in developing or
providing products and/or services to the Contracting Client. the
Consultant further warrants that the Intellectual Property and products the
Consultant will produce, shall be original and shall not infringe any third
party’s patents, trademarks, trade secrets, copyrights or other proprietary
rights.

10. OWNERSHIP OF PREPARED INFORMATION

10.1. All technical or business information, in whatever medium or format,

including but not limited to, data, specifications, drawings, records,
reports, proposals, software and related documentation, inventions,
concepts, research or other information (herein collectively referred to as
“Information”), originated or prepared by or for Consultant (either solely
or jointly with others) in contemplation of, or in the course of, or as a
result of, Services performed, shall be promptly furnished to the
Contracting Client. All such information shall become the exclusive
property of the Contracting Client and shall be deemed to work for hire.

11. INDEMNIFICATION

11.1. To the fullest extent permitted by law, Contractor shall indemnify the
Ministry, hold it harmless, and defend and protect it from and against any
and all loss, damage, liability, judgment, claim, cost or expense
(specifically including reasonable attorneys’ fees and other costs and
expenses of investigation and defence), of any sort, resulting from injury
or damage of any sort to any person or entity, arising out of or in
connection with contract performance under this Agreement, including the
performance of any other party for whom Contractor is responsible

12. WARRANTY OF SERVICES

12.1. The Contractor agrees that services shall be performed in a professional

and workmanlike manner and that the Intellectual Property and services
provided to the Ministry shall meet the requirements of the best
professional services outlined in this Agreement.
12.2. The Contractor hereby warrants that there is no conflict of interest between
the Contractor’s other employment, if any, or other contracts if any, and
the activities to be performed hereunder. The Contractor shall promptly
advise the Ministry if a conflict of interest arises during the pendency of
this contract.
 12.3. The Contractor further warrants that Contractor has all rights to enter into
this Agreement and that there are no impediments to the Contractor’s
execution of this Agreement or the Contractor’s performance of services
hereunder.

13. SEVERABILITY

13.1. if any provision of this Agreement shall be invalid or unenforceable for

any reason and to any extent, the remainder of this Agreement shall not be
affected thereby but shall be enforced to the greatest extent permitted by
law.

14. FORCE MAJEURE

14.1. Neither party shall be liable for any failure to perform under this Agreement
when such failure is due to causes beyond that party’s reasonable control,
including, but not limited to, acts of state or governmental authorities, acts of
terrorism, natural catastrophe, fire, storm, flood, earthquakes, accident, strikes,
and prolonged shortage of energy.

14.2. In the event of such delay, the date of delivery or time for completion shall be
extended by a time reasonably necessary to overcome the effect of any such
delay.

15. ENTIRE AGREEMENT

15.1. This Agreement constitutes the entire agreement between the Parties
concerning the subject matter hereof and supersedes any/all prior agreements
and negotiations between the parties with respect hereto

No statement or writing after the date of execution of this Agreement purporting to

modify or add to the terms and conditions hereof shall be binding unless consented to
in writing by duly- authorized by representatives of the Ministry and the Contractor in
a document making specific reference to this Agreement.

THE COMMON SEAL OF THE WITHIN NAMED KOROMCHES ENGINEERING

SERVICES LIMITED IS AFFIXED IN THE PRESENCE OF

___________________ ___________________
DIRECTOR SECRETARY
SIGNED, SEALED AND DELIVERED BY THE WITHIN NAMED FEDERAL
MINISTRY OF FINANCE, BUDGET & NATIONAL PLANNING ACTING
THROUGH THE DIRECTOR, FGN-NIMECC PROJECTS IMPLEMENTATION
COMMITTEE (PIC)
___________________
THE DIRECTOR, FGN-NIMECC PROJECTS IMPLEMENTATION COMMITTEE (PIC)

In the presence of:

NAME: _______________________________________
ADDRESS: ____________________________________
OCCUPATION:________________________________
SIGNATURE: _________________________________
DATE: _______________________________________

NAME: _______________________________________
ADDRESS: ____________________________________
OCCUPATION:________________________________
SIGNATURE: _________________________________
DATE: _______________________________________

SIGNED, SEALED AND DELIVERED AT THE HIGH COURT OF THE FCT

THIS ………..DAY OF ………….2021

BEFORE ME

COMMISSIONER FOR OATH