CONSTRUCTION AGREEMENT

This Construction Agreement (the “Agreement”) is made this ___ day of _________, 20___
(the “Effective Date”) by and between St James Purti Primary School, Juba at Block
No…, Reg No. _____________ with an address of ________________________ (hereinafter
the “Employer”) and Eng. Richard Pitia Justo, an Engineer with ID No of
________________________ (hereinafter the “Contractor”).

BACKGROUND INFORMATION

A. the Employer is the owner of the project (hereinafter the “work”).

B. the Employer desires Contractor to construct five classroom block which will be done in
phases in accordance with the terms of this Agreement.

AGREEMENT

NOW THEREFORE, in consideration of the mutual covenants contained herein, and for
other good and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, Contractor and the Employer hereby agree as follows:

ARTICLE I PERFORMANCE OF THE WORK

1.1 The Work. Contractor agrees to furnish or cause to be furnished all labor and materials
necessary to construct the project in phases in accordance with the plans prepared by
______________________ dated ___________, 20___, and attached hereto as Exhibit “A”
and the specifications attached hereto as Exhibit “B”. Exhibits “A” and “B” are hereinafter
collectively referred to as the “Plans and Specifications”. The construction shall be performed
in accordance with the Plans and Specifications (except as to minor deviations permitted
pursuant to 1.5 of this Section) which Plans and Specifications have been examined and
approved by the Employer. The construction undertaking as described in this Section is
hereinafter sometimes referred to as the “Work”.

1.2 Time of Performance. Contractor can neither imply nor guarantee a firm completion and
availability date. However, Contractor will use commercially reasonable efforts to complete
the construction of the first phase of the work by ___________, 20___ (the “Scheduled
Completion Date”) and thereafter other phases will continue. The Employer acknowledges
that Contractor’s ability to meet the construction scheduled scribed above will be directly
affected by any Change Order(s), as defined herein, requested by the Employer, the
Employer’s failure to timely select any options not heretofore specified within the Plans and
Specifications, and/or the Employer’s interference with the construction process itself.
Further, Contractor shall not be liable for any delay in the completion of construction caused
by weather, fire, or other casualty or act of God, nor shall Contractor be liable for any delay
in the completion of the construction caused by governmental control, inability to obtain
materials or supplies, or other regulations, restrictions, or conditions over which Contractor
has no reasonable control. Delays in construction arising as a result of the events described in
this Section 1.2 are hereinafter sometimes collectively referred to as “Excused Construction
Delays”. Contractor shall not be obligated to compensate The Employer for any losses or
damages arising as a result of Excused Construction Delays.

1.3 Laws; Regulations. Contractor shall obtain all permits necessary for the performance of
the project if necessary. Contractor shall comply with all applicable state, and national laws,
and regulations governing the Work and the materials furnished pursuant to this Agreement.

1.4 Workmanship. Construction of the Work shall substantially conform to the Plans and
Specifications allowing for minor deviations occasioned by expediency, practicality, and the
availability of labor and materials provided Contractor agrees not to materially deviate from
the Plans and Specifications without first notifying the Employer of the same. In the event the
Employer does not thereafter notify Contractor of the Employer’s objection to the same in
writing within seventy-two (72) hours, the Employer shall be deemed to have consented to
the same. Further, Contractor expressly reserves the right to make such modifications,
additions, or deletions to the Plans and Specifications. The costs of any changes arising as a
result shall be paid by the Employer.

1.5 Change Orders. Prior to completion of the Work and except as permitted pursuant to the
operation of Section 1.4 above, no alteration shall be made to the Plans and Specifications
without the prior written approval of Contractor and the Employer. If The Employer requests
changes to the Plans and Specifications, Contractor shall prior to commencing the alteration
submit to the Employer a written proposal for the cost or credit associated with the
completion of such alteration. If the Employer approves such proposal, the same shall
constitute a Change Order (“Change Order”) and the Contract Price, Scheduled Completion
Date, and the Work to be performed hereunder shall be amended accordingly, and such
alterations shall thereafter be completed by Contractor in accordance with the requirements of
this Agreement. If the Employer does not approve such proposal, Contractor shall not be
obligated to construct such alterations. The Employer shall pay in full for the cost of any
Change Order, if applicable, at the time of approving such proposal unless otherwise
mutually agreed by the Employer and Contractor; provided, however in no event shall the
payment for such Change Order be made later than at the time the next progress payment is
made.

ARTICLE II CONTRACT PRICE

2.1 Contract Price. The Employer shall pay Contractor 20% for performance of the Work,
subject to additions as herein provided,
2.2 Payment of Contract Price.

The Contract Price shall be due and payable as follows:

The contract price is based on the 20% of the total cost of all materials incurred/ purchased
during the events and completion of the construction.

2.3 Progress Payments.

2.3.1 Upon a request by Contractor for a payment (“Application for Payment”), The
Employer shall make payments to Contractor as invoiced by Contractor on a given interval.
Each Application for Payment shall contain itemization of the Work completed during the
subject period for which payment is being requested.

2.3.2 Subject to the limitations herein provided, The Employer will pay and/or will authorize
The Employer’s lender to pay the amount described above within five (5) business days after
Contractor submits the Application for Payment. The Employer or the Employer’s lender’s
inspector may inspect the Work described in any Application for Payment submitted by
Contractor; provided, however, such inspection shall not suspend, delay, or otherwise affect
the Employer’s obligation to make such payment within the time period described above,
unless the Employer or The Employer’s lender can reasonably demonstrate that the Work has
not been performed in accordance with the Plans and Specifications.

ARTICLE III INDEPENDENT CONTRACTOR

3.1 The Employer and Contractor agree that Contractor is serving as an independent
contractor under this Agreement and that all employees, and laborers employed by Contractor
in connection with performing the work shall, except as provided herein, be the employees or
agents of and the responsibility of Contractor. Contractor shall be responsible for satisfying
all state and national employment laws and regulations with respect to such laborers and
employees hired by Contractor.

ARTICLE IV MISCELLANEOUS

4.1 Amendment and Waiver. This Agreement may only be amended or modified by an
instrument in writing executed by all of the parties hereto.

4.2 Notices. Any notices or other communications required or permitted hereunder shall be
sufficiently given if delivered personally to the respective parties at the addresses set forth
above, or at such other address as shall be furnished in writing by any party to the others, and
shall be deemed to have been given as of the date so delivered.
4.3 Choice of Law/Venue. It is the intention of the parties that the laws of South Sudan
should govern the validity of this Agreement, the construction of its terms, and the
interpretation of the rights and duties of the parties and that the proper venue for any action
arising from this Agreement shall be the state courts located in Juba County, Central
Equatoria State.

4.4 Section and Other Headings. Section, paragraph, and other headings contained in this
Agreement are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

4.5 Counterpart Execution. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute but one
and the same instrument.

4.6 Gender. All personal pronouns used in this Agreement shall include the other genders
whether used in the masculine or feminine or neuter gender, and the singular shall include the
plural whenever and as often as may be appropriate.

4.7 Parties in Interest. All of the terms and provisions of this Agreement shall be binding
upon and inure to the benefit of, and be enforceable by, the parties hereto and their successors
and assigns.

4.8 Integrated Agreement. This Agreement constitutes the entire agreement between the
parties hereto, and there are no agreements, understandings, restrictions, warranties, or
representations between the parties other than those set forth herein or herein provided for
which relate to the subject matter of this Agreement.

4.9 Severability. The invalidity or unenforceability of any provision of this Agreement in

IN WITNESS WHEREOF, The Employer and Contractor have executed this Agreement on
the dates set forth below.

Signed By ;………………………………………..( for the Employer)

Name:……………………………………………….. Position…………………………………………………

Witness by Name………………………………. Position………………………………….

Name:……………………………………………………… Position:………………………………………………….

Witness By Name:……………………………………..Position……………………………………………….

…………………………………………………………………………..

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