Emergency Ground Water Development Project (Akaki)

. RAKSITICNAL GOVERNMENT OF ETHIOPIA
ADDIS ABABA WATER XND SEWERAGE AUTHORITY A.A.W.S.A.
EMERGENCY GROUND WATER
DEVELOPMENT PROJECT (AKAKI)
PROPOSAL
FOk
CONTRACT ADMINISTRATION AND CONSTRUCTION SUPERVISION
CONSULTANT
WATER SUPPLY AND SEWERAGE AGENCY WSSA P.O.BOX 5744
TEL.     61-11-11 
ADDIS ABABA, ETHIOPIA With Sub-Consultant
METAFERIA CONSULTING ENGINEERS MCE
P.O.BOX 3192 
TEL. 51-56-47 
ADDIS ABABA, ETHIOPIA
AAWSA
P.O.BOX 1505
TEL. 55-06-76, 55-02-94, 55-04-22 TELEX 21427 AWSA-ET ADDIS ABABA, ETHIOPIA
JANUARY, 19951
TRANSITIONAL GOVERNMENT OF ETHIOPIA
ADDIS ABABA WATER AND SEWERAGE AUTHORITY
A.A.W.S.A.
EMERGENCY GROUND WATER
DEVELOPMENT PROJECT (AKAKI)
PROPOSAL
FuR
CONTRACT ADMINISTRATION AND CONSTRUCTI ON SUPERVISION
CONSULTANT
WATER SUPPLY AND SEWERAGE AGENCY WSSA P.O.BOX 5744
TEL. 61-11-11
ADDIS ABABA, ETHIOPIA With Sub-Consultant
METAFERIA CONSULTING ENGINEERS MCE
P.O.BOX 3192
TEL. 51-56-47
ADDIS ABABA, ETHIOPIA
AAWSA
P.O.BOX 1505
TEL. 55-06-76, 55-02-94, 55-04-22 TELEX 21427 AWSA-ET ADDIS ABABA, ETHIOPIA
JANUARY, 1995TABLE OF CONTENTS
AGREEMENT FOR CONSULTANCY SERVICES
1 - GENERAL PROVISIONS
1.1      DEFINITIONS
1.2     RELATION BETWEEN THE PARTIES
1.3     LAW GOVERNING CONTRACT
1.4     LANGUAGE
1.5     HEADINGS
1.6     NOTICES
1.7     LOCATION
1.8     AUTHORIZED REPRESENTATIVE
1.9     TAXES AND DUTIES
2.         COMMENCEMENT, COMPLETION, MODIFICATION AND TERMINATION OF AGREEMENT
2.1      EFFECTIVENESS OF AGREEMENT
2.2     TERMINATION OF AGREEMENT FOR FAILURE TO BECOME EFFECTIVE
zl . O             COMMENCEMENT OF SERVICES
2.4               EXPIRATION OF CONTRACT
2.5     ENTIRE AGREEMENT
2.6     MODIFICATION
2.7      FORCE MAJEURE
2.8     SUSPENSION
2.9     TERMINATION3.         OBLIGATION OF THE CONSULTANT
3.1       GENERAL
5.2       CONFLICT OF INTERESTS
3.3       CONFIDENTIALITY
3.4       LIABILITY OF THE CONSULTANT
3.5       INDEMNIFICATION OF THE CLIENT BY THE CONSULTANT
3.6       INSURANCE TO BE TAKEN OUT BY THE CONSULTANT
3.7       ACCOUNTING, INSPECTION AND AUDITING
3.S      CONSULTANTS’ ACTIONS, APPROVAL
3.9 REPORTING OBLIGATIONS
3.10 DOCUMENTS PREPARED BY PROPERTY OF THE CLIENT
3.11     EQUIPMENT AND MATERIALS 4.        CONSULTANT’S PERSONNEL
REQUIRING CLIENT’S PRIOR
THE CONSULTANT
TO BE THE
r— i i r» k i -v- i i r- rs
ruRnlSncD di The
\/TI1
ulIlhi
i   y   r—  k  I  -r
J        «               GENE RA L
4.1
4.2       DESCRIPTION OF PERSONNEL
1 . —J   AiPROvAl. Gl Pl KuwI’IHLl.
■4.4     MAN-MONTH SERVICE OF PERSOiiiIE•_
4.5       REMOVAL AND/ REPLACEMENT OF PERSONNEL
4.6 PROJECT ENGINEER
5.        OBLIGATION OF THE CLIENT
5.1      ASSISTANCE AND EXEMPTIONS
ACCESS TO     LAND
5.3      CHANGE IN THE APPLICABLE LAW
SERVICES,      FACILITIES AND PROPERTY Or THE                CLIENT 5.5       PAYMENT5.6 INDEMNIFICATION OF THE CONSULTANT BY THE CLIENT 5.7        COUNTER PART PERSONNEL
6.
PAYMENT TO THE CONSULTANT
6.1       COST ESTIMATE’S; CEILING AMOUNT
6.2       CURRENCY OF PAYMENT
6.3       PAYMENT IN FOREIGN CURRENCY
6.4       PAYMENT IN LOCAL CURRENCY
6.5       VALUATION OF CURRENCIES
6.6       MODE OF BILLING AND PAYMENT
7.
FAIRNESS AND GOOD FAITH
7.1       GOOD FAITH
7.2       OPERATION OF THE CONTRACT
8.
SETTLEMENT OF DISPUTES
8.1       AMICABLE SETTLEMENT
8.2       ARBITRATION PROCEDURE
9.         MISCELLANEOUS
9.1       RECITALS AND APPENDICES
9.2       APPOINTMENT
APPENDICES
APPENDIX A - SCOPE OF CONSULTANCY SERVICES
APPENDIX B - SERVICES AND FACILITIES TO BE PROVIDED BY THE CONSULTANT
APPENDIX C - SERVICES AND FACILITIES T BE PROVIDED BY THE CLIENT
APPENDIX D - CONSULTANT’S WORK PROGRAMME
APPENDIX E - REMUNERATION OF THE CONSULTANT APPENDIX F - PROPOSED LIST OF KEY PERSONNEL AND THEIR
CURRICULUM VITAE APPENDIX G - TERMS OF REFERENCEAGREEMENT FOR CONSULTANCY SERVICES
This agreement (hereinafter, together with all Appendices attached hereto and forming an integral part hereof, called the
Agreement") is made the day of the month
of,
1995, between, on the one hand, THE ADDIS ABABA
WATER AND SEWERAGE AUTHORITY (AAWSA) of the Transitional Government of Ethiopia (hereinafter called the "Client" and, on the other hand, The WATER SUPPLY AND SEWERAGE AGENCY (WSSA) with it’s Sub-consultant, METAFERIA CONSULTING ENGINEERING (MCE)
WHEREAS
(A)            WSSA      entered      into      an      agreement      with      AAWSA      the      15^      of October         1993         for         the         performance         of        consultancy         services for        the        execution        of        detail        design        and        tender        document preparation        for        the        Addis        Ababa        Emergency        Ground        Water Development (Akaki) (hereinafter called the "Project").
(B)             The        Transitional        Government        of        Ethiopia        has        allocated        a budget        for        financing        the        entire        project        cost        including        the foreign exchange (through AAWSA).
(C)          The     Client     intends     to     ^a.     •     y     out     the     cunstr     ucLiuii     of     Loe project.
(D)      The Client has requested the Consultant to provide
consultancy services as defined hereinafter and comprising
Tender Activities, Contract Management and Construction
Supervision (hereinafter called the “Service:) required for
the Project;
(E)            The       Consultant,       has       agreed,       and       declared       himself       that,       he
has            the            required            professional
skills,            personnel            and
technical        resources,        to        provide        the        Services        on        the        terms and conditions hereinafter set forth.
agreement/a2
Now THEREFORE the parties hereto hereby agree as follows:
1. GENERAL PROVISIONS
1.1      DEFINITIONS
Unless          the          context          otherwise          requires,          the          following          terms whenever used in this contract have the following meanings;
(a)        "Applicable Law"means the laws and any other
instruments having the for ce of law in the
Government ’ s country, as they may be issued and in
force from time to time;
(b)        "Contract" means this Contract between the Client arid
the Consultant;
(c)        "Effective Date" means the date on which this Contract comes into force pursuant to Clause 2.1 hereof;
(d)        "Foreign Currency" means any currency other than the currency of the Government;
(e)        "Government" means the Government of the Client’s country, i.e. Ethiopia,
(F)         "Local Currency" means the currency of the Government,
i.e. Birr;
(g)        "Member" means any oF WSSA’s and MCE’s and "Members" means both of these entities;
(h)
"Personnel" means  persons  hired by  the Consultant or by  any  Subconsultant as  employees  and assigned to the performance of the Services  or any  part thereof; "Foreign Personnel" means  that such persons  who at the time of being so hired has  their domicile outside Ethiopia; and "Local Personnel" means  that such persons  who at the time of being so hired has  their domicile inside Ethiopia;
agreenent/a3
(i)
(j)
“Party”       means       the       Client       or       the       Consultant,       as       the case may be;
“Project”      means      the      Emergency      Ground      Water      Development (Akaki)       for       the       City       of       Addis       Ababa       for       which       the
Consultant
is           expected           to           provide           the           Services 
(k)
described under Appendices A and G, attached hereto.
“Services”       means       the       work       to       be       performed       by       the Consultant       pursuant       to       this       agreement       for       the       purposes of         the         project,         comprising         Tender         Activities,         Contract Management          and          Construction          Supervision          therefore,          as described       in       Appendices       A       and       G       attached       hereto       and within       the       framework       of       the       manpower       input       and       time schedule set forth in Appendices B,C and D hereto;
(l)         “Starting Date” means the date referred to in Clause
2.3        hereof;
(m)       “Subconsultant” means any entity to which the
Consultant         subcontract         any         part         of         the         Services         in
accordance with the he r e i na f te r ; a nd
provisions of Clause 3.8
(n)
(o)
“Third       Party”      means       persons       or      entity      other      than      the Government,            the            Client,            the            Consultant            or            a Subconsultant;
“Days      or      Month"      means      calendar      days      or      months,      under the Gregorian Calendar.
1.2       RELATION BETWEEN THE PARTIES
Nothing contained herein shall be constructed as  establishing a relation of master and servant or of agent principal as  between the Client and the Consultant. The Consultant, subject to this Contract, has  complete charge of Personnel performing the Services  and shall be fully  responsible for the Services per formed by them or on his behalf hereunder.
1.3       LAW GOVERNING CONTRACT
This  Contract, its  meaning and interpretation, and the relation between the Parties  shall be governed by  the Applicable Law of Ethiopia.
agreeient/a1.4      LANGUAGE
This  Contract has  been executed in the English Language, which shall be the binding controlling language for all matters relating to the meaning or interpretation of this Contract.
1.5      HEADINGS
The      headings      shall      not      limit,      alter      or      affect      the      meaning      of      this Contract.
1.6      NOTICE
1.6.1                Any notice, request or consent required or permitted to be
given or made pursuant to this  contract shall be in writing. Any  such notice, request or consent shall be deemed to have been given or made when delivered in persons to any  authorized representative of the Party  to whom the communication is  addressed or when sent by  registered mail, telex, telegram or facsimile to such Party  at the following
Address:
For the Client:                             Addis Ababa Water & Sewerage Authority
P.O.Box 1505
Addis Ababa, Ethiopia
Attn; The General Manager
Tel; 55-06-76, 55-02-94
Telex; 21427 AWSh, ET
For      the      Consultant;      Water      Supply      &      Sewerage      Agency P.O.Box 5744
Addis Ababa, Ethiopia
Attn; The General Manager Tel: 18-61-11, 18-61-13-(IS) Telex; 21387 WSSA, ET
1.6.2                 Notice will be deemed to be effective as follows:
(a)       in the case of personnel delivery or registered mail, on delivery;
agreenent/a5
(b)       in the case of telex, twenty-four (24) hours following
confirmed transmission; and
(c)         in the case of telegrams or facsimiles, twenty-four
(24) hours following confirmed transmission.
1-6.3 A party  may  change its  address  for notice hereunder by giving the other party  notice of such change pursuant of this Clause.
1.7       LOCATION
The Services  shall be performed at such locations  as  are specified in Appendices  A,G and D attached hereto and, where the location of a particular task, is  not so specified, at such locations, whether in Ethiopia or elsewhere, as  the Client may approve.
1.8       AUTHORIZED REPRESENTATIVES
Any  action required or permitted to be taken, and any  document, required or permitted to be executed under this  Contract may  be taken or executed.
(i)             on      behalf      of      the      Client      by      the      General      manager      of      Adds Ababa         Water         and         Sewerage         Authority         or         his         designated representative;
(ii)            on     behalf     of     the     Consultant     by     the     General     Manager     of     Water Supply & Sewerage Agency or his designated representative,
1.9       TAXES AND DUTIES
The Client warrants  and undertakes  that, except for WSSA/MCE and their local Personnel, the foreign Subconsultants  and their Personnel shall be exempt from (or that the Client shall otherwise promptly  and timely  pay  on their behalf) any  taxes, duties, fees, levies  and other impositions  imposed under the Applicable Law on the Consultants, their Members, their Subconsultant or the Personnel of any of them in respect of:
(a)              any      foreign      local      currency      payments      whatsoever      made      to      or for         the         Consultant         its         Members,         its         Subconsultants         and Personnel     or     any     of     them     (other     than     to     WSSA/MCE,     nationals of          the          Government          or          permanent          residents          of          the government’s       country,       including       but       not       limited       to       taxes       on company         profit         and         turnover,         in         connection         with         the carrying out of the Services;
tgreeient/a6
(b)              any       equipment,       materials       and       supplies       brought       into       Ethiopia by      the      Subconsultant      and      their      Members      for      the      purpose      of carrying        out        the        Services        and        which,        after        having        been brought           into           Ethiopia,           will           be           subsequently           withdrawn therefrom by them.
(c)           any    equipment    impor    ted    for    the    pur    pose    of    car    rying    out    the services      and      paid      for      out      of      funds      provided      by      the      Client and which is treated as property of the Client;
(d)              any       property       brought       into       Ethiopia       by       the       Subconsultants, their       Members       and       their       Personnel       (other       than       nationals       of the       Government       of       permanent       residents       of       Ethiopia),       or       the eligible         dependents         of         such         Personnel         for         their         personnel use      and      which      will      subsequently      by      withdrawn      there      from      by them           upon           their           respective           departure           from           Ethiopia, provided that;
(1)
(2)
the       Subconsultants,       their       Members,       and       their       Personnel and        their        eligible        dependents,        shall        follow        the        usual customs         procedures         of         the         Government         in         importing property into Ethiopia; and
if         the         Subconsultants,         their         Members         and         their Personnel           or           their           eligible           dependents,           do           not withdraw      but      dispose      of      any      proper      ty      in      Ethiopia      upon which      custom      duties      and      taxes      have      been      exempted,      the
Consultant,
its          Members,          its          Subconsul          tants          or
Personnel of any  of them, as  the case may  be (i) shall bear such custom duties  and taxes  in conformity  with the regulations  of the Government, or (ii) shall reimburse them to the Client if they  were paid by  the Client at the time the property  in question was brought into Ethiopia.
2.
COMMENCEMENT COMPLETION»
MODIFICATION AND
TERMINATION OF
AGREEMENT
2.1
EFFECT
IVENESS OF
AGREEM
ENT
This 
agreement
shall
be
effective
from
the
date
of
its 
signature
by         both         parties         and,         subject         only         to         prior         termination         in
accordance          with          the          provisions          contained          therein, continue in force until the obligations undertaken are performed.
it          shall
agreement/a7
2.2       TERMINATION OF AGREEMENT FOR FAILURE TO BECOME EFFECTIVE
If this  contract has  not become effective within six  (6) months of the date hereof, either party  may, by  not less  than thirty (30) days’ written notice to the other party, declare this Contract to be null and void, and in the event of such a declaration, neither party  shall have any  claim against the party with respect hereto.
2.3       COMMENCEMENT OF SERVICES
The
Consultant
shall
begin
carrying
out
the
Services 
not
later
than
a       date
(the
"Starting
Date")
thirty 
(30)
days 
after
receipt
Unless 
termin
ated
earlier
pur
suant
to
clause
2.9
Hereof,
this 
contract
shall
termi
nate
when,
p
ursuant
to
the
provis
ions 
hereof,
of the Advance Payment.
2.4       EXPIRATION OF CONTRACT
the      services      have      been      completed      and      the      payments      of      remuneration and reimbursable expenditures specified therein have been made.
2.5       ENTIRE AGREEMENT
This  Contract contains  all covenants, stipulations  and provisions agreed by  the parties. No agent or representative of either party  has  authority  to make, and the parties  shall not be bound by  or be liable for, any  statement, representation, promise or agreement not set forth herein.
2.6       MODIFICATION
Modification of the terms  and conditions  of this  contract, including any  modification of the scope of the services, may  only be made by prior written agreement between the parties.
igreenent/i8
2.7        FORCE MAJEURE
7.1       Definition
(a)             For      the      purpose      of      this      Contract.      "Force      Majeur•«”means      an event      which      is      beyond      the      reasonable      control      of      a      party      and which          makes          a          party’s          performance          of          its          obligations hereunder        impossible        or        os        impartial        as        reasonably        to        be considered          impossible          in          the          circumstances          and          includes, but          is          not          limited          to,          war,          riots,          civil          disorder, earthquake,            storm,            flood            or            other            adverse            weather
conditions,
strikes,
lockouts           or           other           industrial           action
are within the power of the party  invoking Force Majeure to prevent), confiscation or any  other action by  the Government or governmental agencies.
(b)             Force       Majeure       shall       not       include       (i)       any       event       which       is caused        by        the        gross        negligence        or        international        action        of a         Party         or         such         Party’s         Subconsul         tants,         agents         or employees,       nor       (ii)       any       event       which       a       diligent       Party       could reasonably      have      been      expected      to      both      (a)      take      into      account at       the       time       of       the       conclusion       of       this       Contract       and       (b) avoid        or        overcome        in        the        carrying        out        of        its        obligation hereunder .
(c)       Force Majeure shall not include insufficiency of funds or
failure to make any payments required hereunder .
7.2     NO BREACH OF COWTRACT
The failure of a Party  to fulfill any  of its  obligations hereunder shall not be considered to be a breach of, or default under, this  Contract insofar as  such inability  arises  from an event of Force Majeure, provided that the Party  affected by  such an event has  taken all reasonable precautions, due care and reasonable alternative measures, all with the objective of carrying out the terms and conditions of this Contract.
7.3      Measure to be taken
(a)          A      party      affected      by      an      event      of      Force      Majeure      shall      take all       reasonable       measures       to       remove       such       party’s       inability       to fulfill its obligations hereunder with a minimum of delay.
igreeient/i9
(b)             A      party      affected      by      an      event      of      Force      Majeure      shall      notify the      other      party      of      such      event      as      soon      as      possible,      and      in any       event       not       after       that       fourteen       (14)       days       following       the occurrence       of       such       event,       providing       evidence       of       the       nature and      cause      of      such      event,      and      shall      similarly      give      notice      of the restoration of normal conditions as soon as possible.
(c) The parties  shall take all reasonable measures  to minimize
the consequence of any event of Force Majeure.
2.7.4 
Extension of Time
Any 
perio
d
within
which
a
party 
shall,
pursua
nt
to
this 
Contract
,
comp
lete
any 
action
or
task 
shall
be
e
xtended
without liability  for per iod equal to the time dur ing which such party  was  unable to perform such actions  as  a result
of Force Majeure.
2.7.5
Payments
During
the
period
of
their
inability 
to
perform
the
Services 
as 
a
res
ult
of
an
event
of
Force
Majeure,
the
Consultant
shall
be
entit
led
to
be
paid
under
the      terms 
of
this  Contract as  well as  to be reimbursed for additional costs  reasonably  and necessarily  incurred by  them during such period for the purpose of the Services  and in
reactivating the Service after the end of such period.
2.7.6
Consultation
Not
later
tha
n
thirty 
(30)
days 
af
ter
the
Co
nsultant,
as 
the
result
of
an
event
of
Force
Maje
ure,
have
be
come
unable
to
per
form
a
material
port
ions 
of
the
Services
,
the
parties 
shall       consult       with       each       other       with       a       view       to       agreeing       on appropriate measures to be taken in the circumstances.
2.8      Suspension
The Client may, by written notice of suspension to the Consultant, suspend payments to the Consultant hereunder if
the Consultant fail to perform any of their material obligations under this Contract including the carrying out
of the Services, provided that such notice of suspension: (i) shall specify the nature of the failure, and
dgreeient/a

Summery

Emergency Ground Water Development Project (Akaki) - Summary

Project Overview

The Emergency Ground Water Development Project (Akaki) is a water supply initiative for Addis Ababa, Ethiopia, designed to address critical water shortages in the city. The project involves developing groundwater resources from the Akaki well field to deliver approximately 52,000 m³/day of water.

Parties Involved

Client

Addis Ababa Water and Sewerage Authority (AAWSA)

Consultant

Water Supply and Sewerage Agency (WSSA) with Sub-Consultant Metaferia Consulting Engineers (MCE)

Contract Details

Contract Type	Consultancy Services for Contract Administration and Construction Supervision
Effective Date	Upon signature (January 1995)
Duration	30 months (24 months construction + 6 months tendering)
Budget Ceiling	US$267,300 (foreign currency) + Birr 8,960,490 (local currency)

Scope of Services

Main Responsibilities

Tender evaluation and contract award recommendations
Preparation and review of working drawings
Construction supervision and contract management
Inspection and testing of equipment
Quality control and work progress monitoring
Commissioning of the waterworks
Preparation of "as-built" drawings
Training and technology transfer

Project Components

4 pumping stations
5 reservoirs (2×1000m³ + 3×2500m³)
Auxiliary structures (buildings, guard house, etc.)
56km of pipelines (collector, transmission, distribution)
Steel bridge for Akaki River crossing
Electro-mechanical equipment

Key Personnel

Position	Name	Key Qualifications
Project Director	Ato Mesfin Tegene	Overall project leadership
Project Engineer	Ato Goitom K/Giorgis	Water supply engineering, MSc in Water Supply & Sanitation
Senior Water Supply Engineers	Ato Gezahegn Wolde, Ato Ashenafi Kibret, Ato Amhayesus Metaferia	Extensive experience in water projects, some with international experience
Specialists	Various (Structural, Electrical, Mechanical, Hydrogeologist, etc.)	Specialized technical expertise in respective fields
Site Engineers	3 engineers	Construction supervision experience

Payment Terms

20% advance payment (US$47,600 + Birr 1,792,092)
Monthly billing with 60-day payment terms
Escalation clause: 6% annual adjustment for cost increases
Interest of 12% per annum on late payments

Contractual Provisions

Key Clauses

Force Majeure: Defined broadly with provisions for extension of time and payment during such events
Termination: Either party may terminate under specified conditions with 30-60 days notice
Confidentiality: 2-year obligation after contract expiration
Dispute Resolution: Amicable settlement preferred, with arbitration as final recourse
Tax Exemptions: Provided for foreign personnel and equipment

Appendices Summary

Appendix	Content
A	Detailed Scope of Consultancy Services
B	Services and Facilities provided by Consultant
C	Services and Facilities provided by Client
D	Work Programme and Schedule
E	Remuneration Details and Cost Breakdown
F	Key Personnel CVs (extensive technical backgrounds)
G	Terms of Reference