Agreement

For

PROFESSIONAL SERVICES

Between

Price and Quote Ltd

And

Engr. Mohammed Jamilu Sanusi (Civil/Structural)

Engr. Agoyi Ozomata Reuben

(Water Resources/Environmental)
Contents:

CONDITIONS AND TERMS

1.0 Definitions and Interpretation 3

2.0 This Agreement 5
3.0 Performance of the work 5
4.0 Language and law 5
5.0 Documents 5
6.0 Personnel 6
7.0 Assignment and Third Parties 7
8.0 Severability 7
9.0 Duration of the Agreement 7
10.0 Liability 7
11.0 Insurance 8
12.0 Financial Administration and Accounting 8
13.0 Arbitration 8
14.0 Notices 8
15.0 Sole Agreement and Variation 9

SCHEDULES
Schedule 1 10
Schedule 2 12

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Agreement For PROFESSIONAL SERVICES
CONDITIONS AND TERMS

This Agreement is made this day, Monday, 5th March 2018

Between Price and Quote Ltd, GF 001 Ahmed Talib House (NNDC Building),
Ahmadu Bello Way Kaduna. (Hereinafter called “The Consultant”)

And Engr. Mohammed Jamilu Sanusi of 2 Kyauta access road Dan Honu 1,
Millennium City Kaduna, Hereinafter call the “Project Engineer /
Professional (Civil/Structural)”
Engr. Agoyi Ozomata Reuben of 10e Marafa Housing Estate, Kaduna,
Hereinafter call the “Project Engineer / Professional (Water Resources /
Environmental)”

Whereas The Katsina State Ministry of Water Resources, (hereinafter called “the
client”) has engaged Price and Quote Ltd to provide professional
consultancy services for the Design of the Proposed Danja Dam in
Katsina State (Hereinafter called “the Project”).

And whereas Price and Quote Ltd agrees to sign an agreement with Engr.
Mohammed Jamilu Sanusi (Civil/Structural) and Engr Agoyi Ozomata
Rueben (Water Resources/ Environmental) to provide Professional
Engineering services to the Project.

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Agreement For PROFESSIONAL SERVICES

Now it is hereby agreed as follows:

1.0 Definitions and Interpretation

1.1 Definitions: The following words and expressions shall have the meanings
assigned to them except where the context otherwise requires:

1.1.1 "The Client" means the Katsina State Ministry of Water Resources

1.1.2 “Project" means the undertaking or proposed or actual works named in Schedule
1

1.1.3 The Agreement, hereinafter referred to as "this Agreement", comprises the

document entitled Conditions and Terms together with Schedules 1 attached
thereto and such other documents as may be specified in Schedule 1 to form
part of this Agreement.

1.1.4 "Contract for Professional Services" means the agreement between the
Consultant and the Professional for the provision of professional services for
the Project;

1.1.5 "Services" means all the services to be performed by the Consultant /

Professional in accordance with the Project

1.1.6 "Country" means the country named in Schedule 1 where the Project is located;

1.1.7 "Parties" means the individuals or firms which have agreed to this agreement in
connection with the Project;

1.1.8 "The Consultant" means the company which will provide the Representative for
liaison with the Client for direction of the conduct of the Services;

1.1.9 Except where otherwise specified, "day" means the period between any one
midnight and the next, and "month" means a period of one month according to
the Gregorian calendar commencing with any day in the month; and

1.1.10 "Document" means written, drawn, typed, printed, magnetized or

photographic material which is capable of being copied.

1.2 Interpretation

1.2.1 Words importing the singular also include the plural and the masculine includes
the feminine and vice-versa where the context requires.

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Agreement For PROFESSIONAL SERVICES

1.2.2 The headings in this Agreement shall not be taken into consideration in its
interpretation.

1.2.3 Unless otherwise stated, all references to clauses are references to clauses
numbered in the Conditions and Terms of this Agreement and not to those in any
other document attached or incorporated by them.

2.0 This Agreement

2.1 Unless otherwise agreed in writing by the Parties, this Agreement shall not
terminate if one party changes its name or is taken over by, or merged with,
another company or partnership

3.0 Performance of the Work

3.1 The Works/services to be performed under this agreement are as set out in
Schedule 1 and 2
The works to be performed under this agreement shall be carried out in
accordance with the terms and conditions of this Agreement. In the event of any
inconsistency between the terms of this Agreement regarding the performance
of the works, the Contract for Consultancy Services shall prevail, subject to
Clause 3.3 below.
3.2 Each Party shall be responsible for fulfilling the obligations to the satisfaction of
the Client, subject to Clause 3.3 below.
3.3 Any alterations or additions to the Services to be carried out under this
agreement shall be made only on the instructions of the Client. Responsibility for
carrying out additional obligations shall be as agreed between the Parties.

4.0 Language and law

4.1 The following shall be stated in Schedule 1:

4.1.1 The language in which this Agreement shall be written and interpreted; and
4.1.2 The country or state, the law of which shall apply to this Agreement.

5.0 Documents

5.1 All documents produced in connection with the Project which are made available
to persons shall bear the name of Price and Quote Ltd.

5.2 All documents prepared in connection with the performance of the work under
the Contract for Consultancy Services, and which are submitted to the Client or
are to be made available to third parties, shall be signed by the Consultant,
unless they concern the interpretation of the Contract for Consultancy Services
or alteration to its terms or Services to be performed.

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Agreement For PROFESSIONAL SERVICES

5.3 Each Party shall have unrestricted access to any work carried out by the parties
in connection with the Project.

5.4 Copies of all documents submitted to the Client shall be circulated to the Parties
as soon as reasonably practicable following such submission.

5.5 During the period of the Agreement and after the termination of this Agreement
without limit in point of time, no Party shall disclose to any person any information
which it obtains through its participation in the Project (and shall ensure that its
employees shall observe such restrictions) unless the said information:

5.5.1 Becomes public knowledge

5.5.2 Must be disclosed for the proper performance of the services
5.5.3 Is published with the approval of the Consultant and when required under the
Contract for Consultancy Services of the Client
5.5.4 The Professional shall NOT utilize photographs, or other data describing the
Project, in promoting his own business, without the approval of the Consultant.

5.6 Except as may be otherwise provided under the Contract for Consultancy
Services, the copyright in documents produced by a particular Party in
connection with the Project is granted to the Parties and each Party licenses
the Parties to use and reproduce documents produced by it.

5.7 Except as provided in Clause 8.6, each Party shall indemnify the Parties against
all claims, liabilities, damages, costs and expenses sustained as a result of
reusing the designs, drawings and other documents produced for the Project on
other projects.

6.0 Personnel

6.1 The Professional shall assign a sufficient number of its employees to the Project
if required so that the provisions of this Agreement are complied with and the
Services are carried out in accordance with the Contract for Consultancy
Services. (Not Applicable)

6.2 Each Party shall be responsible for all actions of its staff and shall continue to be
responsible in all ways for its own obligations as employer of its employees.

6.3 Notwithstanding the foregoing provisions of this Clause, each Party may allow
any person, firm or corporation over which it exercises management control to
fulfil any of the obligations for which it is responsible under this Agreement
provided that, in such circumstances, the control of and responsibility for
those obligations shall at all times remain vested in the Member.

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Agreement For PROFESSIONAL SERVICES

7.0 Assignment and Third Parties

7.1 This Agreement is exclusively for the benefit of the Parties and shall not be
construed as conferring, either directly or indirectly, any rights or causes of action
upon third parties.

8.0 Severability

8.1 If any part of any provision of this Agreement is found by an arbitrator or Court or
other competent authority to be void or unenforceable, such part of the provision
shall be deemed to be deleted from this Agreement and the remainder of such
provision and the remaining provisions of this Agreement shall continue in full
force and effect.

8.2 Notwithstanding the foregoing, the Parties shall thereupon negotiate in good faith
in order to agree the terms of a mutual satisfactory provision to be substituted for
the part of the provision found to be void or unenforceable.

9.0 Duration of the Agreement

9.1 This Agreement shall continue to have full force and effect until confirmation
has been received from the Client that the Services have been fully completed,
and all accounts relating to the Services the consultant and the Client and
between the Parties are acknowledged as settled.

9.2 Provided that the terms of this Agreement shall nevertheless continue to bind the
Parties to such extent and for so long as may be necessary to give effect to the
rights and obligations specified in the Agreement.

10.0 Liability

10.1 Each of the Parties warrants that it will indemnify and keep indemnified the other
Party against all legal liabilities arising out of or in connection with the
performance, or otherwise, of its obligations under this Agreement.

10.2 In the event of it being alleged by one party in writing that any legal liability is
attributable to the other Party or to the Parties, the Parties shall use reasonable
endeavours to reach agreement on the liabilities to be borne by each of the
Parties, and in the event of the Parties failing to so agree, a proper
apportionment shall be determined by arbitration in accordance with Clause 13.

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Agreement For PROFESSIONAL SERVICES

10.3 The members agree to declare their joint and several liabilities in relation to the
Project.

11.0 Insurance

11.1 Unless otherwise agreed by the Parties, each Member individually shall make all
reasonable efforts to maintain insurance coverage as protection against legal
liabilities arising out of or in connection with the performance, or otherwise, of its
obligations under this Agreement.

11.2 Each Party shall make all reasonable efforts to maintain insurance cover for
public / third party liability insurance and any other insurance necessary to
comply with the Contract for Consultancy Services.

12.0 Financial Administration and Accounting

12.1 Each Party shall be responsible for keeping its own accounts in respect of
payments due to it and for its own financial affairs generally. Each Party shall be
responsible for dealing with its own tax matters and its own social security affairs
where relevant, and for accounting accordingly to the relevant authorities.

12.2 The Consultant shall be responsible for the provision of Financial Administration
Services as set out in Schedule 1.

13.0 Arbitration

13.1 Any dispute arising in connection with this Agreement which cannot be resolved
by the Parties in accordance with the terms of this Agreement shall be settled
by arbitration, in accordance with the Rules stipulated in Schedule 1. The
Parties agree to comply with the awards resulting from arbitration.

13.2 Judgement upon the award rendered in any arbitration proceedings may be
entered in any court having jurisdiction by any of the Parties or application
may be made to such court for a judicial acceptance of the award and an order
for enforcement (as the case may be).

14.0 Notices

14.1 The official address of the Consultant to be included on all

documentation shall be as designated in Schedule 1

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15.0 Sole Agreement and Variation

15.1 This Agreement is as specified in Clause 1.1.7 and is the sole agreement
between the Parties and supersedes any previous agreements between
them relating to the matters referred to herein.

In Witness whereof the members hereto have executed this Agreement in

Kaduna, Nigeria on the day and year first above written.

Signed Sealed and delivered by the within named:

Price and Quote Ltd:

Common Seal of Price and Quote Ltd is hereby affirmed

Director Secretary

IN THE WITNESS OF:

Name:
Address:
Signature:

Signed Sealed and delivered by the within named:

Engr. Mohammed Jamilu Sanusi

IN THE WITNESS OF:
Name:
Address:
Signature:

Engr. Agoyi Ozomata Reuben

IN THE WITNESS OF:

Name:
Address:
Signature:

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Agreement For PROFESSIONAL SERVICES
SCHEDULES

Schedule 1

Project and Agreement Particulars

Clause 1.1 The Client is Katsina State Ministry of Water Resources

The project is to provide professional consultancy services for the
Design of the Proposed Danja Dam in Katsina State
The country where the Project is located is Nigeria.

Clause 1.1.8 The Consultant is Price and Quote Ltd.

The Project Engineer / Professionals are

Engr. Mohammed Jamilu Sanusi (Civil/Structural)
Engr. Agoyi Ozomata Reuben (Water Resources/ Environmental)

Clause 1.1.7 The Representatives of the Consultant and Professional respectively

for signature of the agreement are as follows:

Price and Quote Ltd, Mustapha Abubakar.

Engr. Mohammed Jamilu Sanusi

Engr. Agoyi Ozomata Rueben

Performance of the Work

Clause 3.1 The works /Services to be performed for the project under this
agreement are stated below and given in details in Schedule 2

1. To undertake the Tasks and Responsibilities of the Project Engineer

2. The Commencement and Completion of Engineering Design
3. To work with and report to the Consultant.
4. To produce the Draft/Final Design report and drawings

Clause 4.1.1 This Agreement shall be written and interpreted in the English
language.

Clause 4.1.2 The Law which is to apply to this Agreement shall be the Laws of
the Federal Republic of Nigeria

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Agreement For PROFESSIONAL SERVICES

 The official address to be put in all reports for the project shall be:

Price and Quote Ltd

GF 001 Ahmed Talib House (NNDC Building),
Ahmadu Bello Way Kaduna.

Financial Administration Services

Clause 12.2 Price and Quote Ltd will be responsible for Financial
Administration Services; invoicing and reporting to the Client.

Payments will be made to the Sub-Consultants as follows:

• 40% upon mobilisation,
• 25% upon start of embankment Construction,
• 20% upon Mechanical/Electrical completion,
• 15% upon submission and acceptance by the client of As-built
drawings and Final report
Provided always that the main Consultant received invoice
payments by the Client.

The parties agree that for the execution of the project the Consultant will
pay the Professional N2,250,000 (Two Million, Two Hundred and Fifty
Thousand Naira)

Price and Quote Ltd will be responsible for the transport and
accommodation expenses incurred during the project period.

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Agreement For PROFESSIONAL SERVICES
 Schedule 2

Scope of Work

a) Collect preliminary information and collate relevant

data from relevant institutions and the project
location
b) Provide analyses of data
c) Undertake condition assessment of Project site
d) Provide information relevant to the engineering design
of the Proposed dam
e) Provide hydrologic engineering analyses and
designs
f) Provide CADD in the production of engineering
drawings and evaluate engineering quantities
g) Provide Draft, Final report and drawings

Expected Deliverables

a) Produce Dam and Access road Engineering drawings

to include:
 Civil
 Hydraulic
 Hydrology
 Structural
 Mechanical/Electrical

b) Generate Bill of Quantities from the design.

c) Produce Engineering design reports.
d) Print 30 (Thirty) sheets of working drawings on A3 paper.
e) Provide 1 (one) E-copy of items a-d listed above in Pdf
format

Reporting Line

The Project Engineer/Professional shall work with and report to the

Consultant.

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