Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698066252365.pdf (Ghana)
V* ' MINISTRY OF DEFENCE JOINT MEMORANDUM TO PARLIAMENT SUBMITTED BY KEN OFORI-ATTA (MINISTER FOR FINANCE) AND HON.
DOMINIC NITIWUL (MR) (MINISTER FOR DEFENCE) FOR THE SELLER'S CREDIT FACILITY AGREEMENT BETWEEN THE REPUBLIC OF GHANA REPRESENTED BY THE MINISTRY OF FINANCE AND THE CONSORTIUM OF POLY CHANGDA OVERSEAS ENGINEERING COMPANY LIMITED AND POLY TECHNOLOGIES, INC.FOR THE EXECUTION AND COMPLETION OF HOUSING UNITS FOR THE GHANA ARMED FORCES MARCH, 2019 JOINT MEMORANDUM TO PARLIAMENT FOR A SELLER'S CREDIT FACILITY AGREEMENT BETWEEN THE REPUBLIC OF GHANA REPRESENTED BY THE MINISTRY OF FINANCE AND THE CONSORTIUM OF POLY CHANGDA OVERSEAS ENGINEERING COMPANY LIMITED AND POLY TECHNOLOGIES, INC. FOR THE EXECUTION AND COMPLETION OF HOUSING UNITS FOR THE GHANA ARMED FORCES * • t 1.0 ACTION REQUIRED Parliament is hereby respectfully requested to consider and approve a Seller's Credit Facility Agreement in the amount of One Hundred Million United States Dollars (US$100.00 million) between the Republic of Ghana represented the Ministry of Finance and the Consortium of Poly Changda Overseas Engineering Company Limited and Poly Technologies Inc. (both of the People's Republic of China) for the construction of housing units for the Ghana Armed Forces.
2.0 BACKGROUND Currently, the biggest problem of the Ghana Armed Forces (GAF) is the issue of accommodation for its men, women and Service Officers.

It is in this connection that our Manifesto clearly stated that the New Patriotic Party Government will ensure that newly constructed residential accommodation is provided for service personnel of the GAF, and also the dilapidated existing ones will be rehabilitated.
Accordingly, His Excellency the President of the Republic, cut sod for the construction of four (4) Housing Units for the GAF in June 2017, whilst twenty (20) blocks commenced in Tamale from the Internally Generated Fund (IGF) of the GAF since we assumed power.
It is noted however, that new officers are being enlisted and Other Ranks recruited each year to the extent that Senior Officers including Majors and Lieutenant Colonels are living in single rooms, originally designed for young and unmarried officers for a period before they are reassigned fresh accommodation.

In light of the above, that the Ministry of Defence (MOD) has recommended the housing project.
The Consortium of Poly Technologies Inc. and Poly Changda Overseas Engineering Company Limited Group which has been working with the GAP for the past fifteen (15) years and has successfully undertaken various projects such as for the GAP: a.

The construction of Aircraft Hangers at the Tamale and Takoradi Air Porce Bases; b.
The construction of the Ghana Armed Porces Integrity Savings and Loans Company Office; c. The construction of accommodation of troops; and d. The construction of the new Military Cemetery at Burma Camp among others.

The Company has offered the Ministry of Pinance a seller's facility of One Hundred Million United States Dollars (US$100,000,000.00) to undertake various housing projects for the Ghana Armed Porces.
The Works Contract is attached as Annex 3, PPA approval as Annex 4 and summary project budget as Annex 5.

3.0 JUSTIPICATION Over the years, the issue of lack of accommodation for service personnel continues to be key among the various challenges facing the GAP.

The Government recognizes that the living conditions, under which the majority of the country's security services personnel live, have become unacceptable.
Prom inadequate spaces to poor sanitation, many of their barracks have not seen any upgrades for decades.

The existing accommodation infrastructure of the GAP is undeniably woefully inadequate to cater for the increasing number of service personnel who pass out each year.
The Government is therefore poised to provide the GAP with adequate and modern resources to enable its personnel better perform its core function of defending the territorial integrity of Ghana; which includes the provision of decent accommodation, as indicated in its Manifesto for the 2016 Election.

In that regard, the Government, through the MOD, is desirous to develop and build the Housing Units for the Ghana Armed Forces to improve the living conditions of Service Personnel.
Ideally, Service Personnel should be housed together to ensure a unified force.

However, the accommodation challenges facing the GAP has made this rather difficult as a large number of them are housed in rented accommodation, scattered in the city.

The project will however ensure that over 19,000 Service Personnel are housed together in seven (7) Garrisons across the country.
Under the project, the Ministry of Defence has the obligation to provide the land and also assist or facilitate the acquisition of work visas and permits for the Contractor and its employees.

The Contractor also has the obligation to design and construct the project, provide construction machinery and equipment, subcontract up to worth of the works to qualified subcontractors to be nominated by the MOD and also employ local labour among others.
4.0 COUNCIL ENDORSEMENT The Armed Forces Council in its deliberations has endorsed the proposal for the Military Housing Project by Poly Tech.

5.0 INTER-MINISTERIAL CONSULTATION In its deliberations on the matter, the Ministry of Defence has held consultations with major stakeholders including the Ghana Armed Forces, the Ministry of Works and Housing, the Public Procurement Authority (PPA), the Office of the Attorney- General and Ministry of Justice and the Ministry of Finance.
6.0 FINANCIAL IMPLICATIONS The Consortium of Poly Changda Overseas Engineering Company Limited and Poly Technologies Inc. has agreed to offer a Seller's credit facility agreement on the following terms; Facility amount : US$100.00 million Grace period : 0.5 years Repayment period : 7 years Payment frequency: semi annual frequency Interest rate : US Libor plus a margin 4.00% Management fee : Sinosure premium : 0.50% flat of facility amount 5.5% flat of the facility amount and the total interest payable 7.0 CONCLUSION In pursuit of fulfilling its promise as enshrined in its Manifesto, the Government is desirous of ensuring that military personnel are adequately and decently housed to enable them carry out their duties in an efficient and effective manner.
To this end.

Parliament is hereby requested to consider and approve this agreement to help address the accommodation challenges of the GAF.

This, in addition to the requisite training which our Service Personnel receive regularly, will guarantee their preparedness for the contemporary security concerns which have engulfed our sub-region and the International Community.

HON.

DOMINIC B.
HON.

DOMINIC B.

A. NITIWUL (MP) MINISTER FOR DEFENCE DATE: KEN OFORI-ATTA minister for FINANCE DATE: ' 4 SECRET < 1 FINANCING AGREEMENT -BETWEEN THE GOVERNMENT OF REPUBLIC OF GHANA ACTING THROUGH THE MINISTRY OF FINANCE (BORROWER) AND POLY CHANGDA OVERSEAS ENGINEERING CO., LTD. (LENDER) FOR THE EXECUTION AND COMPLETION OF THE MILITARY HOUSING PROJECT FOR THE MINISTRY (CONTRACT NO.
: 18PLEX0308 DATED ) OF DEFENCE THIS AGREEMENT is made on this of 2019 BETWEEN THE GOVERNMENT OF THE REPUBLIC OF GHANA ACTING THROUGH THE MINISTRY OF FINANCE with its official place of business at 28^^ February Road, Finance Drv, Ministries-Accra and with postal address RO.Box MB 40, Ministries Accra, (hereinafter referred to as the "Borrower") of the one part and POLY CHANGDA OVERSEAS ENGINEERING CO., LTD. of 942 Guangzhou Av.

(m), Guangzhou, Guangdong 510620, P. R. China.


(Hereinafter referred to as the "Lender") of the other part, (individually referred to as a "Parly" and jointly as the "Parties") WHEREAS: A.

2019, the Ministry of Defence of Ghana (hereinafter On referred to as the "End-User") and the Lender signed a Contract for the execution and completion of the Military Housing Project for the Ministry of Defence with Contact No.lBPLEXOSOB (hereinafter referred to as the "Contract").

B.
B.

The nominal value of the Contract (hereinafter referred to as the "Contract Price") is the sum of US Dollar One Hundred Million only (US$ 100,000,000.00).

C. The Lender has agreed to offer a Seller Credit Facility (hereinafter referred to as the "Facility") and Borrower has accepted the Facility to implement the Contract.
D. As per the consent among the End User, the Borrower and the Lender, the repayment will be made by the Borrower to the Lender, while the End-User ultimately utilizes the proceeds of the Facility.

The Parties HEREBY AGREE as follows: ARTICLE 1 DEFINITIONS AND INTERPRETATIONS 1.1 Definitions In this Agreement unless the context otherwise requires: 2/16 "Facility" means the credit facility made available under this Agreement as described in Article 2 (The Credit Facility).
"Credit Insurance Premium" means the 5.5% of the credit amount and Interest the Borrower shall pay the Lender as an insurance premium in accordance with Article 3.3.

"Facility Period" means the period commencing on the date on which this Agreement becomes effective and ending on the date on which the Maturity Period expires.
"Interest Period" means, in relation to a Loan, each period determined in accordance with Article 4.2 (Interest Period) and, in relation to an Unpaid Sum, each period determined in accordance with Article 7.1 (Overdue interest); "Loan" means a loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan.

"Management Fees" means the fees calculated and paid in accordance with Article 3.2.

"Negotiating Bank" means the lenders receiving bank, i.e.
Bank of China.

"LIBOR" means, in relation to any Loan the applicable Screen Rate as at 11.00 a.m. on the Quotation Day for the Facility Currency and for a period equal in length to the Interest Period of that Loan, and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero; "Margin" means four per cent.

(4.00%) per annum.

"Paying Bank" means the borrower's account holding bank.

"$", "USD" and "Dollars" denote the lawful currency of the United States of America.
"Screen Rate" means the London interbank offered rate administered by 3/16 I ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the Facility Currency for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page L1BOR01/L1BOR02 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters.
If such page or service ceases to be available, the Lender may specify another page or service displaying the relevant rate after consultation with the Borrower.
"Utilisation" means a utilisation of the Facility; 1.2 INTERPRETATION 1.2.1 The clauses and headings in this Agreement have been inserted for convenience only and shall not be taken into consideration in its interpretation; 1.2.2 Words and expressions defined in any article shall for the purpose of this Agreement, bear the meaning assigned to the words and expressions in that clause; 1.2.3 Any reference to the singular includes the plural and vice-versa; 1.2.4 Any reference to the natural persons includes legal persons and vice-versa and references to any gender includes reference to the other gender; 1.2.5 The schedules attached and referred to in this Agreement are incorporated into and shall form an integral part of this Agreement and in the event of any conflict or inconsistency between the provisions of the main text of this Agreement and the provisions of any schedule, the provisions of the main text shall prevail to the extent of such conflict or inconsistency; 1.2.6, In this Agreement and in the recitals hereto, unless otherwise specified, 4/16 any reference to a clause, article, annex, schedule or schedule is a reference to a clause, article, annex, schedule or schedule of this Agreement.
1.2.7 In this Agreement, all documents forming this Agreement (and all parts thereof) are intended to be correlative, complementary, and mutually explanatory.

1.2.8 This Agreement shall be read as a whole and any document, which is attached hereto as an annex, schedule or appendix, shall be deemed to form and be read and construed as an integral part of this Agreement.
5/16 ARTICLE 2 THE CREDIT FACILITY 2.1 The Facility Subject to the terms of this Agreement, the Lender agrees to make available to the Borrower, a Dollar credit facility with an aggregate amount of One Hundred Million United States Dollars only (USD100,000,000.003 representing one hundred percent (100%) of the total value of the Contract.

2.2 Purpose The Borrower shall apply all amounts borrowed by it under the Facility towards the financing of the Contract.
ARTICLE 3 CONDITIONS OF THE CREDIT FACILITY 3.1 Management fee The Borrower shall pay to Lender a Management Fee of Five hundred thousand dollars (USD 500,000) within 30 days after the signing of the Agreement, which is zero point five percent (0.5%) of the Facility amount.
3.2 Credit insurance premium The Borrower shall pay to Lender an insurance premium of Six million nine hundred and thirty three thousand four hundred and thirty seven dollars (USD 6,933,437.00) within 30 days after the signing of the Agreement, i.e.

five point five percent (5.5%) of the Facility amount plus total interest payable on the facility as stated in Article 4.3 below.
ARTICLE 4 INTEREST RATE, CALCULATION AND PAYMENT OF INTEREST 4.1 Calculation of interest The interest on the Credit Facility shall accrue from day to day and be calculated on the basis of a three hundred and sixty-five (365) day a year and the actual number of days elapsed (or, in any circumstance where market practice differs, in accordance with the prevailing market practice).
4.2 Interest period On the last day of each interest period (and, if the interest period is fonger than 6 (six) months, on the dates falling at 6 (six) months intervals after the first day of the Interest Period) the Borrower shall pay accrued interest on 6/16 the Loan amount to which that Interest Period relates.
4.3 Interest The rate of interest on the Loan Amount for each interest period is the percentage rate per annum which is the aggregate of the applicable: 4.3.1 the Margin; and 4.3.2 6-Month LIBOR; The interest shall be payable to the Lender on each Interest Payment Date in accordance with Article 4.6 Payment of Interest.
4.4 LIBOR Confirmation The latest floating 6-Month LIBOR rate obtained from Thomson Reuters page which displays that rate system at 10 am (London Time) on the first day for each interest calculation period shall be applicable to this Facility.

4.5 Notification of interest rate At the end of each interest period and upon each disbursement of a Loan, the Lender shall notify the Borrower of the determination of a rate of interest under this Facility.
4.6 Payment of interest Each interest period will have a duration of 6 (six) months or any other period agreed upon by the Borrower and the Lender except that: 4.6.1 the first interest period shall commence on the date on which the first Loan is utilised hereunder; 4.6.2 in the case of each Loan other than the first, the interest period shall commence on the date such Loan is utilised hereunder and will end on the date of the expiry of the then current Interest Period in relation to the Outstanding Amount on the date such Loan Amount is made; 4.6.3 each subsequent interest period shall commence on the date a utilisation under the Loan is made or (if already made) on the last day of its preceding interest period; and 7/16 4.6.4 an interest period for a Loan shall not extend beyond the Repa5mient Date.
ARTICLE 5 DURATION OF THE CREDIT FACILITY The duration of the Credit Facility is seven (7) years.

ARTICLE 6 TERMS OF REPAYMENT 6.1 The Borrower agrees to repay the credit amount to the Lender by fourteen (14) consecutive half-annual installments, the first installment falling due on the date after six (06) months upon signing of this Agreement, and subsequent installments falling due at consecutive intervals of six calendar months thereafter.
Date for payment should be the same time with the date of interest payment.

The foregoing notwithstanding, the first interest installment will be due on the date after six (06) months upon signing of this Agreement.

6.2 The Borrower shall repay the Facility amount in a deferred manner as stipulated in the Deferred Repayment Schedule to this Agreement, Annex 1.
6.3 Each repayment mentioned 6.1 above shall be made by Telegraphic Transfer in United States Dollars, or another currency with equivalent value that shall be accepted and consented by the Lender in a written form before the Borrower remits the due payment.

6.4 The date of repayment under this Agreement shall be the date of receipt of the said repayment amount by the Lender in its designated account.

6.5 The details of Lender's Bank Account is as stated below.
Beneficiary : POLY CHANGDA OVERSEAS ENGINEERING CO., LTD. Bank Name: Bank of China Guangzhou Tianhe Sub-branch Beneficiary Card No.

: 627557759607 SWIFTCODE: BKCHCNBJ400 8/16 Address: No.942 Guangzhou AV(m) Guangzhou, Tianhe District.
ARTICLE 7 OVERDUE INTEREST 7.1 In the event of late payment of principal or interest, additional interest on the amount overdue will be charged at 2.00% per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan amount in the currency of the overdue amount for the successive interest period Any interest accruing under this Article 7.1 (Overdue Interest] shall be immediately due and payable by the Borrower to the Lender on its demand ARTICLE 8 SPECIAL COVENANTS 8.1 The Borrower hereby covenants to the Lender that the obligations of the Borrower under this Agreement shall rank at all times at least pah passu with all other unsecured indebtedness of the Borrower.
Any preference or priority granted by the Borrower to such indebtedness shall be forthwith applicable to this Agreement without prior request from the Lender.

8.2 The Borrower undertakes that it will pay the interest and any other amounts payable hereunder and repay the principal to the Lender in accordance with the terms and conditions of this Agreement.
8.3 The performance by the Borrower of all its obligations under this Agreement shall be unconditional under all circumstances except where the Lender has failed to advance the Facility to the Borrower 8.4 All taxes, charges and costs which may be incurred under this Agreement in Ghana shall be borne by the Borrower.
8.5 The Borrower hereby covenants and agrees with the Lender that all payments of principal, interest, insurance premiums, and management fees payable by the Borrower under this Agreement shall be paid in full without any deduction or withholding.
8.6 The Borrower hereby covenants and agrees with the Lender that it will take immediate steps and fulfill all the conditions necessary to maintain in 9/16 I full force and effect all approvals, authorizations, registrations and filings required under this Agreement.
ARTICLE 9 NOTICES AND AUTHORISED REPRESENTATIVES 9.1 Any notice given by one party to the other pursuant to this Agreement shall be sent to the other party in writing and shall be deemed to have been delivered if: 9.1.2 it is sent by personal delivery; 9.1.3 it is sent by post fifteen [15) days after posting [excluding Saturdays, Sundays and statutory holidays); or 9.1.4 if sent by facsimile, when the notice or document is dispatched by facsimile number.
9.2 In the event that the address or facsimile number of any party hereunder has changed, such party shall immediately inform the other party in the way set out in this Agreement.

The addresses for service for either party are as provided below: For the Borrower: Government of the Republic of Ghana: Ministry of Finance Accra, Ghana Telephone: +233 [0)302665587 For the Lender: Poly Changda Overseas Engineering Co., Ltd. 942 Guangzhou Av.

[m), Guangzhou Guangdong 510620 P. R. China Fax No.
: 0086- 20-84581303 Telephone: 0086-20-84581682 10/16 9.3 Authorised Representatives 9.3.1 Each party shall, at all times, designate one representative who shall be authorized to take any and all action or facilitate approvals required in the course of performance of this Agreement.

Such representative shall be fully authorised to act for and on behalf of such Party.
9.3.2 A party may change its address and the name of its designated recipient of copies of notices for purposes of this Agreement by giving the other parties written notice of the new name and the address, telephone and facsimile number of its new designated recipient in accordance with this Article.

ARTICLE 10 MISCELLANEOUS 10.1 This Agreement constitutes a valid and binding obligation on both Parties in spite of any defect or error in the formality of its execution.
10.2 This Agreement shall be executed in the English language.

The notes and other written documents delivered between the Borrower and the Lender under this Agreement shall all be written in English.
10.3 Unless otherwise provided, no failure or delay by the Lender in exercising any of its rights, power or privilege under this Agreement shall impair such right, power or privilege or operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privilege.
10.4 The effective date of this Agreement shall be the date specified in a written notice sent by the Lender to the Borrower after all the conditions precedent to the effectiveness of this Agreement have been fully satisfied 10.5 In the event that any article (or any part of any clause) shall be deemed to be illegal, invalid or unenforceable by a competent court or other legal authority or in any respect, then this shall have the effect of invalidating and striking out only that article (or any part of any clause) and shall not invalidate this Agreement in its entirety.
11/16 ARTICLE 11 CONFIDENTIALITY Each Party agrees to keep all information regarding this Agreement confidential and not to disclose it to anyone, save to the extent permitted in this Agreement (i) persons who, in the ordinary course of the Lender's business have access to its papers and records; [iQ a court of competent jurisdiction; and pii] any other regulatory body having jurisdiction over the Lender.
ARTICLE 12 GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the Republic of Ghana.

ARTICLE 13 AMENDMENTS/VARIATIONS 13.1 This Agreement may be reviewed, amended or varied as to its terms and conditions at the request of either Party giving not less than thirty (30) days written notice to the other Party, which notice shall take effect from the date of notification.
13.2 This Agreement may be reviewed, amended or varied as to its terms and conditions by the mutual express agreement of the Parties in writing.

13.3 Each Party shall, if necessary take any or all action that may be required for the review, amendment or variation of the Agreement, including signing on additional documentation.

ARTICLE 14 ENTIRE AGREEMENT This Agreement constitutes the full and entire understanding and agreement between the Parties with respect to the Credit Facility in this Agreement.
Any written or oral agreements, arrangement or understanding relating to the subject matter herein existing prior to this Agreement is expressly cancelled and of not effect.

ARTICLE 15 DISPUTE RESOLUTION 12/16 I 15.1 Any disputes or controversy that may arise regarding the interpretation or implementation of this Agreement shall be firstly settled amicably by the Parties through negotiations.

15.2 Any dispute that shall remain unresolved after a period of thirty (30) days shall be referred to arbitration.
15.3 Where a dispute is referred to arbitration, the Parties shall appoint a single arbitrator or failing agreement, each Party shall appoint an arbitrator, and the two shall appoint a third arbitrator.

15.4 The arbitration shall be conducted in accordance with the Alternative Dispute Resolution Act, 2010 (Act 798) 15.5 The place of arbitration shall be in a third country other than the original countries of either of the Parties.
ARTICLE 16 EFFECTIVENESS CONDITIONS 16.1 This Agreement shall become effective upon the satisfaction of the following conditions: (1) both Parties have signed this Agreement; (2) this Agreement has been approved by the Parliament of Ghana (3) the Lender has received from the Borrower, the full payment as referred to in article 3.1 and 3.2.
16.2 The effective date of this Agreement shall be the date specified in a written notice sent by the Lender to the Borrower after all the conditions precedent to the effectiveness of this Agreement have been fully satisfied.

16.3 This Agreement shall be made in two counterparts with equal legal effect.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed on their respective behalf, by their duly authorised representatives, on the date stated at the beginning of this Agreement.
13/16 Signed by: Signed by: Name: Title: Name: Title: FOR AND ON BEHALF OF FOR AND ON BEHALF OF POLY CHANGDA OVERSEAS THE GOVERNMENT OF THE ENGINEERING CO., LTD. REPUBLIC OF GHANA Ministry of Finance In presence of: In the presence of: 14/16 ANNEX 1 - PAYMENT SCHEDULE aiiiii n ^ < n ' • * r y:; v'- -V---.
:; PiayaWe^-;^^^ - v:V^ / Total Amount (USD) 133.495.927.97 15/16 DETAILS FOR PAYMENT SCHEDULE .^^Smce^% A.

Value •■-••.
;">;• Amount ;;5v,<mtereS^ EMurance" Vp Pa3ungsAmo]|mt| fp|!PaMity- Total Amount (USD) 100,000,000.00 26,062,490.97 6,933,437.00 500,000.00 133.495.927.97 100.00% 16/16 i U/l^.
1 fit Mi.

s O h I' I f'c0e of reply Ihc „aH,ber and date ofthis letter should be quoted.

,ef.NoOPCA.3/3/24 j- OFFICE OF THE PRESIDENT P.O.
BOX 1627 ACCRA TEL: 0302-201000/2 IC OF GHANA 24th December 2018 MEMORAiro^ 'QP UNDERSTANDING FOR THE MILITimY HOUSING PROJIICT BETWEEN THE MINISTRY OF DEFENCE OF THE REPUBLIC OF GHANA AND THE CONSORTIUI4 OF POLY CHANGDA OVERSEAS ENGINEERING COMPANY LIMITED AND POLY TECHNOLOGIES, INC / / Cabinet at its Forty-fifth meeting held on Friday, 2lst December, 2018 considered a report of the joint meeting of the Cabinet Committees on Economic Matters and Infrastructure on the above-mentioned Me.morandum submitted by the Minister for Defence.
Tlie Memorandum requested Cabinet to consider and approve th;e 2.

Meip.orandum of Unde^rstanding [MoU) for the Military Housing Project between tl'ie Ministry of Defence of tlie Republic of Ghana and tjic Consortium of Poly Ciiangda Overseas Engineering Cc.mpany Liraitec a}!d Poly Technologies, Inc (of tb.e People's Republic of China) .

3- Ca'oinet anrj.vovcd i.he Memorandum.

i. ]

should be grateful if you could take requisite action on the decision by Cabinet.

THE JI02J.
THE JI02J.

MINISTER FOR DEFENCE liERCT DEBRAK-itZiRIIiARI SECRETARY TO TEE CIlBXITET cc : Chiei: of Staff Secjretary to the Pre.sident Secretary to the Vico President Chairperson.,.

Cabinet Coimnittee on Economic Matters Chairperson, Cabinet ConmVittee on Infras tructure Hon.

l^nister for Finance AGREEMENT FOR MINISTRY HOUSING PROJECT BETWEEN THE GOVERNMENT OF GHANA (REPRESENTED BY THE MINISTRY OF DEFENCE) AND POLY CHANGDA OVERSEAS ENGINEERING CO., LTD. & POLY TECHNOLOGIES, INC.
This Construction Agreement (the "Agreement") is made this day of.

2019 AGREEMENT BETWEEN THE GOVERNMENT OF GHANA represented by the Ministry of Defence of P.O.

Box CT139 Cantonment, Accra, Ghana (hereinafter referred to as "the Employer") of the one part.

AND The Consortium of POLY CHANGDA OVERSEAS ENGINEERING CO., LTD. -a State-Owned Company duly incorporated under the laws of the People's Republic of China, registered at the address: 942 Guangzhou Av.
(m), Guangzhou, Guangdong 510620, P. R. China and POLY TECHNOLOGIES, INC. a state-owned company duly incorporated under the legislation of the People's Republic of China, registered at the address: 27/F New Poly Plaza, No.

1 Dongcheng District, Beijing, and P.R.

China.

(Hereinafter collectively referred to as "the Contractor") of the other part.

The Employer and the Contractor shall hereinafter be referred to individually as "the Party" and collectively as the "Parties" WHEREAS A.
The Employer desires to execute the construction of half compound house, four-storey block of 16 flats, military academy administration office, academy auditorium, academy classroom.

Platoon Commander's flat, and academy hostel for the Ghana Armed Forces (hereinafter referred to as "the Military Housing Project").
B. C. The Contractor is engaged in building and housing construction, civil works, and offers construction services for office/commercial buildings, public buildings, hotels, department stores, resorts, apartments and stores, as well as building redevelopment, reconstruction, and remodelling services.
The Employer and Contractor have entered into negotiations and the Contractor has agreed to finance, execute and complete the Project and remedy any defects therein in accordance with this Agreement for a sum of One Hundred Million United States Dollars Only (US$100,000,000) (hereinafter referred to as the "the Contract Price").

D. The Project has received Cabinet and Public Procurement Authority Approvals (hereinafter referred to as "Authorizations").

NOW THIS AGREEMENT WITNESSETH as follows: 1.


In this Agreement words and expressions shall have the same meanings as are respectively assigned to them in the Conditions of Contract hereinafter referred to.

2.
2.

The following documents shall be deemed to form and be read and construed as part of this Agreement: (a) (b) (c) (d) (e) (f) (g) This Agreement The Particular Conditions of Contract The General Conditions of Contract, and The Annexures The Employers' Requirements Technical specifications and detailed drawings The Proposal dated on 30^"^ September, 2018 (h) Any other necessary documents as the Parties may agree 3.

4.

5.
4.

5.

In the event of any ambiguity or conflict between the Contract documents listed above, the order of priority shall be the order in which the Contract documents are listed in clause 2 above.

In consideration of the payments to be made by the Employer to the Contractor as hereinafter mentioned, the Contractor hereby covenants with the Employer to finance, execute and complete the Works and remedy any defects therein in conformity with the provisions of this Contract.
The Employer hereby covenants to grant to the Contractor, in consideration of the financing, execution and completion of the Works and the remedying of defects therein, the Contract price at the times and in the manner prescribed by the Contract.

The main source of funding for the Project is a loan from the Contractor to the Employer.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered by their duly authorized officers the day and year first above written.
SIGNED ON BEHALF OF THE EMPLOYER: Signature: Printed Name: Title: Witness Signature: Printed Name: Title: SIGNED ON BEHALF OF THE CONSORTIUM: POLY CHANGDA OVERSEAS ENGINEERING CO.. LTD Signature: Printed Name: Title: Witness Signature: Printed Name: Title: POLY TECHNOLOGIES.

INC Signature: Printed Name: Title: Witness Signature: Printed Name:.
Title: PARTICULAR CONDITIONS OF CONTRACT CONTENTS General Provision The Employer The Contractor Nominated Subcontractor Staff and Labour Commencement, Delays and Suspension Variations and Adjustment Contract Price and Payment Claims, Disputes & Arbitration 5 11 13 14 15 15 16 16 18 Particular Conditions of Contract Clause 1 General Provisions These Particular Conditions of Contract delete, amend or add to the clauses in the General Conditions of Contract.
In the event of an inconsistency, these Particular Conditions of Contract shall take precedence over the General Conditions of Contract to the extent of that inconsistency.

1.1 Definitions 1.1.1 The Contract Sub-clause 1.1.1.2 is amended as follows: The term "Contract Agreement" in the General Conditions and all references thereto elsewhere in the General Conditions and Particular Conditions shall be replaced by the word "Agreement".
1.1.3 Dates, Tests, Periods and Completion Sub-clause 1.1.2.2 is amended as follows: The Definition of "Employer" in the General Conditions and all references thereto elsewhere in the General Conditions shall be replaced by the following: "Employer" means the Government of Ghana.
Sub-clause 1.1.2.3 Is amended as follows: The Definition of "Contractor" in the General Conditions and all references thereto elsewhere in the General Conditions shall be replaced by the following: "Contractor" means the Poly Changda Overseas Engineering Co., Ltd. and Poly Technologies Inc. Sub-clause 1.1.2.9 is amended as follows: The Definition of "DAB" in the General Conditions and all references thereto elsewhere in the General Conditions is deleted.
"Contractor" means the Poly Changda Overseas Engineering Co., Ltd. and Poly Technologies Inc. Sub-clause 1.1.3.1 is amended as follows: The Definition of "Base Date" in the General Conditions and all references thereto elsewhere in the General Conditions shall be replaced by the following: "Base Date" is not applicable.
Sub-clause 1.1.3.2 is amended as follows: Particular Conditions of Contract The Definition of "Commencement Date" in the General Conditions and all references thereto elsewhere in the General Conditions shall be replaced by the following: "Commencement Date" shall have the meaning ascribed to it in clause 8.1 of theParticular Conditions Sub-clause 1.1.3.3 is amended as follows: The Definition of "Time for Completion" in the General Conditions and all references thereto elsewhere in the General Conditions shall be replaced by the following: "Time for Completion" shall mean time for completing the works or sections of the works as stated in clause 8.2 Sub-clause 1.1.3.7 is amended as follows: The Definition of "Defect notification Period" in the General Conditions and all references thereto elsewhere in the General Conditions shall be replaced by the following: "Defect Notification Period" means the period for notifying defects in the works or a section (as the case may be) under subclause 11.1 and subclause 11.3 (extension of Defect Notification Period) 1.1.4 Money and Payments Sub-clause 1.1.4.8 is amended as follows: The Definition of "Local Currency" in the General Conditions and all references thereto elsewhere in the General Conditions shall be replaced by the following: "Local Currency" means Ghana Cedi 1.1.5 Works and Goods Sub-clause 1.1.5.6 is amended as follows: The Definition of "Section" in the General Conditions and all references thereto elsewhere in the General Conditions shall be replaced by the following: "Section" means a part of the Works specified in the Employers Requirement.
1.1.6 Other Definitions Sub-clause 1.1.6.2 is amended as follows: The Definition of "Country" in the General Conditions and all references thereto elsewhere in the General Conditions shall be replaced by the following: "Country" means the Republic of Ghana.
Particular Conditions of Contract Sub'Clause 1.1.6.5 is amended as follows: The Definition of "Laws" in the General Conditions and all references thereto elsewhere in the General Conditions shall be replaced by the following: "Laws "mean the Laws of the Republic of Ghana.
Sub-clause 1.1.7.0 Is added to the definitions as follows: The Definition of "Effective Dates" Is added to the General Conditions to mean the following: Effective Date shall mean the date on which the Contract comes into effect and shall mean when the following conditions have been satisfied: This Contract shall come into effect on the date when the following conditions have been satisfied: i. ii.

The Contract has been signed by the Employer and the Contractor.
The Financing Agreement has been signed by the Ministry of Finance of the Republic of Ghana and the Contractor, and the Financing Agreement has come into force finally.

iii.

The Contract and the Financing Agreement have been approved by the Parliament of the iv.

Republic of Ghana The China Export & Credit Insurance Corporation (hereinafter referred to as "Sinosure") has agreed to provide insurance to the Financing Agreement.
The validity period shall be extended until the Parties fulfil all related obligations stipulated in the Contract.

Sub-clause 1.1.7.1 Is added to the definitions as follows: The Definition of "Conditions Precedent" Is added to the General Conditions to mean the following: Conditions Precedent shall have the meaning ascribed to it in Clause 8.1 of the Particular Conditions.
1.3 Communications Sub-Clause 1.3 Is amended to read as follows: Except as expressly provided otherwise in this Agreement, whenever these Conditions provided for the giving or issuing of approvals, certificates, consent, determinations, notices and requests to be given to any of the Parties pursuant to or in connection with this Agreement such giving or issuing of approvals, certificates, consent, determinations, notices and requests shall be in writing, shall be delivered by email, by hand, by certified or registered mail with return receipt requested, by facsimile transmission with confirmation, or by Federal Express, Express Mail, or other nationally recognized overnight carrier.
Notices are effective when received.

Notice addresses are as follows: Particular Conditions of Contract If to the Employer: Ministry of Defence PMBCT139 THE SQUARE CANTONMENTS ACCRA Attention: The Honourable Minister Fax: Email: If to Contractor: Poly Changda Overseas Engineering Co. Ltd. 942 Guangzhou Av.

(m), Guangzhou, Guangdong 510620, P. R. China.


Attention: ZHANG YIMIN Fax: 86-20-84581303 Email: zhangym@polyinc.com Any Party may, by written notice to the other Party given in accordance with the foregoing, change its address for notices.

Approvals, certificates, consent, determinations, notices and requests shall not be unreasonably withheld or delayed.
1 .4 Laws and Language Sub-Clause 1.4 is amended to read as follows: This Agreement shall be governed in accordance with the laws of the Republic of Ghana and shall be written in the English language.

If this Contract is translated into any other language, the English language text shall prevail.

1.5 Priority of Documents Sub-Clause 1.5 Is amended to read as follows: The documents forming the Contract are to be taken as mutually explanatory of one another.
For the purposes of interpretation, the priority of the documents shall be in accordance with the following sequence: (a) (b) (c) (d) (e) (f) (g) (h) the Agreement, the Particular Conditions of Contract, the General Conditions of Contract, the Annexures the Employers Requirements, the Technical Specifications and Detailed Drawings the Proposal dated 30^'' September, 2018 Any other necessary documents as the Parties may agree.
Particular Conditions of Contract 1 .15 Amendment Sub-Clause 1.15 is added to read as follows: This Contract may be amended or modified only by written instrument duly executed between Parties.
1.16 Entire Contract Sub-Clause 1.16 is added to read as follows: Each of the Parties confirms that subject to Clause 2 of the Contract Agreement, this Contract represents the entire Agreement, and constitutes the whole Contract, among the Parties and supersedes all prior negotiations, representations and proposals, whether oral or written with respect to the subject matter of this Contract.
1.17 Indirect Damages Sub-Clause 1.17 is added to read as foilows: Neither Party shall be liable to the other Party for indirect or consequential loss or damages which may be suffered by the other Party in connection with the Contract.

1.18 Survival Sub-Clause 1.18 is added to read as follows: Termination of this Contract shall not affect accrued rights, remedies, obligations or liabilities of the Parties existing at termination.
No Partnership Sub-Clause 1.19 is added to read as follows: Termination of this Contract shall not affect accrued rights, remedies, obligations or liabilities of the Parties existing at termination.
''•20 Further Assurances Sub-Clause 1.20 is added to read as follows: Each Party shall do all furtier acts and execute and deliver all further instruments, deeds and ' 10 Particular Conditions of Contract documents as shall be reasonably required in order to perform and carry out the provisions of this Contract.

1.21 Waiver Sub-Clause 1.21 is added to read as follows: A waiver of any right or remedy under this Contract is only effective if given in writing.
No failure or delay unless otherwise stated in Clause 8.4 by a Party to exercise any right or remedy provided under this Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy.

No - single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
Any waiver of any breach of this Contract shall not be deemed to be a waiver of any subsequent breach (whether of a like or different character).
1.22 Severability Sub-Clause 1.22 is added to read as follows: If any provision of this Contract shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of this Contract and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.
The Parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision.
Clause 2 The Employer 2.1 Right of Access to the Site The first paragraph of Sub-Clause 2.1 is amended follows: The Employer shall give the Contractor right of access to, and possession of, all parts of the Site 11 Particular Conditions of Contract within the time thirty (30) days before the Commencement Date.

The right and possession may not be exclusive to the Contractor.
If, under the Contract, the Employer is required to give (to the Contractor) possession of any foundation, structure, plant or means of access, the Employer shall do so in the time and manner stated in the Employer's Requirements.

However, the Employer may withhold any such right or possession until the Performance Security has been received.

The second paragraph of subclause 2.1 is deleted.

Subclause 2.1(b) is deleted.


The last paragraph of clause 2.1 is amended as follows: However, if and to the extent that the Employer's failure was caused by any error or delay by the Contractor, including an error in, or delay in the submission of.

any of the Contractor's Documents, the Contractor shall not be entitled to such extension of time.
2.2 Permits, Licences or Approvals Sub-Clause 2.2 is amended to read as follows: The Employer shall (where he is in a position to do so) provide reasonable assistance to the Contractor at the request of the Contractor: (a) by obtaining copies of the Laws of the Country which are relevant to the Contract but are not readily available, and (b) for the Contractor's applications for any permits (including residence Permit and work permit), licences or approvals required by the Laws of the Country: (i) which the Contractor is required to obtain under Sub-Clause 1.13 [Compliance with Laws], (ii) for the delivery of Goods, construction materials, machinery and equipment including clearance through customs, and (iii) for the export of Contractor's Equipment when it is removed from the Site.
2.6 Obligations of the Employer Sub-Clause 2.6 Is added to clause 2 as follows: The Employer shall be responsible for: Ensuring that the financing agreement between the Contractor and the MOF is signed.

Ensuring that all payment shall be paid to the Contractor by MOF as per the Financing Agreement.

Providing and handing over the Site for the Project to the Contractor.
Acquiring the approvals/permits for the Project implementation at the various locations/sites and providing construction land as well as land for living, processing and warehouse.

Providing the Contractor with all detailed engineering drawings of the Project in both electronic and hard format before commencement of the relevant work.

12 I Particular Conditions of Contract Extension of the Construction Period provided that construction work is delayed due to lack of drawings.
Providing benchmark and position and marking the site boundary within twenty (20) working days after the signing of this Contract.

Providing water, electricity (for construction and living) road and communication access to the sites.

Providing the Contractor with all the technical drawings and future planning services existing within the Project site which shall include but is not limited to.

water supply pipes, sewage pipes, telephone lines and electricity lines, etc.
within twenty (20) working days aW the signing of this Contract.

Facilitating the process by which all construction machinery and equipment, office equipment and personal protection equipment for the implementation of the Project imported into Ghana or procured locally are all exempted from all taxes, duties or fees.

Facilitating customs clearance of construction materials, machinery and equipment imported into Ghana by the Contractor for the Project.
Facilitating the issuance of requisite entry visas, work permits and residence permit for Contractor's approved personnel during their stay in Ghana.

Relocating residences within the project location and clearing all buildings and obstruction on the construction site to include, levelling the site up to design elevation (including the removal of trees, weeds and mounds etc.)

and clearing and removing from the site all obstacles caused by the aforesaid levelling of the site at the cost of the Employer.
Designating a site representative :o assist the Contractor in organizing construction works, processing the technical issues arising from the construction and rendering assistance with Ghana's employment regulations and labour matters.

Providing all necessary assistance and arrangement for the repatriation of the personnel so affected to the port of embarkation in Ghana in the event of any accident, industrial injury, casualty, disease or death to the Contractor's personnel during the construction period.
The taxes and bank charges, which may occur during the transaction.

Obtaining all the taxes, duties, fees, and levies exemptions, including but not limited to Ghanaian VAT, NHIL, GETF, import duties, withholding tax and levies exemptions for the Contractor, its Subcontractor and its subsidiaries for all sums payable in relation to carrying out the works subject to this Contract.
Clause 4 The Contractor 4.1 Contractor's General Obligations 13 Particular Conditions of Contract Sub-Clause 4.1 is amended to add the following clauses: The Contractor shall subcontract up to 20 million US Dollars of contract works to qualified subcontractors to be nominated by the Employer and certified by the Contractor.

The Contractor shall provide construction machinery and equipment necessary for the Project, and this machinery and equipment shall remain the property of the Contractor.
The Contractor shall procure all materials necessary for the Project to the construction site.

The Contractor shall dispatch necessary professionals to Ghana to ensure the successful completion of the Project.

The Contractor shall be responsible for handling, shipping and insurance matters for construction materials, machinery, equipment and necessaries of the Contractor from the port of departure to the port of discharge.
The Contractor shall provide life insurance policy cover in China for the Contractor's professionals working on the project.

The Contractor shall transport Contractor's materials purchased locally and machinery and equipment from place of purchase or port of discharge to the construction sites.

The Contractor shall protect the surrounding environment while implementing the Project.
The Contractor shall ensure that all goods shipped by the Contractor shall be sea worthy shipment packaged and be properly bound, printed with necessary shipment/handling marks per each package and labelled with markings made by non-fading paint on each package.
The Contractor shall send the bills of lading, packing list and proforma invoice to the consignee of the Employer by express mail after the departure of the vessel from Chinese port with construction machinery, materials and goods of the Contractor.

4.2 Performance Guarantee Within Fifteen (15) business days of receipt of notification of the contract award, the Contractor shall furnish the Employer with an unconditional performance guarantee.

The performance guarantee shall be 5% of the contract price.
The proceeds of the performance guarantee shall be payable to the employer compensation for any loss that may result from the Contractor's failure to complete its performance obligations under this agreement.

Clause 5 Nominated Subcontractors 5.1 Definition of "nominated Subcontractor" 14 Particular Conditions of Contract Sub-Clause 5.1 is amended to read as follows: In the contract "nominated Subcontractor" means a qualified subcontractor to be nominated by the Employer and certified by the Contractor.
Clause 6 Staff and Labour 6.1 Engagement of Staff and Labour Sub-Clause 6.1 is amended to read as follows: The Contractor shall employ local labour in accordance with Project requirements and Ghana Labour laws.
Clause 8 Commencement, Delays and Suspension 8.1 Commencement of Works Sub-Clause 8.1 is amended to read as follows: The Commencement Date shall be the seventh day following the day of receipt by the Contractor of a notice from the Employer that the following conditions (Conditions Precedent) have been fulfilled: (a)The Employer has handed over the Site to the Contractor according to the provisions of this Contract.
(b) All the existing houses, buildings etc., at the Site have been demolished and reimbursed at the cost of the Employer.

(c) All such Authorizations as Building Permit etc.

required for execution of the Project have been issued by the relevant Government Authority to the Contractor.

(d) This Contract has been signed and comes into force.
The Contractor shall commence the execution of the Works as soon as is reasonably practicable after the Commencement Date and shall then proceed with the Works with due expedition and without delay.

Conditions Precedent shall be fulfilled within a period of sixty (60) days after the signing of the Contract.

15 Particular Conditions of Contract 8.2 Time for Compietion Sub-Clause 8.2 Is amended by adding a last paragraph as follows: The total Construction Period for the Project shall be 36 months.
In the event that the scope of the Project is varied according to the Employer's instruction, the Construction Period shall be adjusted accordingly.

If locally purchased materials cannot meet the required construction usage and thus lead to delay in the construction of the Project, the Construction period shall be adjusted accordingly.
Clause 13 Variations and Adjustments 13.1 Right to Vary Sub-Clause 13.1 is amended to introduce a last paragraph as follows: Variations shall be limited to matters, which do not change the Contract Price.

If the works described in the engineering drawings which shall be provided by the Employer are not specified in the Bill of Quantities of this Contract, the Employer shall agree to use the new quotation provided by the Contractor for this kind of work.
Clause 14 Contract Price and Payment The Contract Price Sub-Clause 14.1 is amended to read as follows: The Contract Price is One Hundred Million United States Dollars Only (US$100,000,000.00) excluding taxes and duties.

The Contract Price shall remain fixed for the Construction Period.
14.2 Advance Payment 16 Particular Conditions of Contract Sub-Clause 14.2 is deleted and shall not be applicable 14.3 Application for Interim Payments Certificate Sub-Clause 14.3 Is deleted and shall not be applicable 14.4 Schedule of Payments Sub-Clause 14.4 Is deleted and shall not be applicable 14.5 Plant and Materials Intended for the Works Sub-Clause 14.5 Is deleted and shall not be applicable 14.6 Interim Payment Certificate Sub-Clause 14.6 Is deleted and shall not be applicable 14.7 Payments The payments shall be made in accordance with the financing agreement signed between the Contractor and the Ministry of Finance of the Republic of Ghana.
The Contractor's designated bank account is as follows: Account Name: POLY CHANGDA OVERSEAS ENGINEERING CO.. LTD. Bank Name: Bank of China Guangzhou Tianhe Sub-branch Account No.

: 627557759607 SWIFTCODE: BKCHCNBJ400 Address: No.


942Guangzhou AV (m) Guangzhou, Tianhe District All payments shall be paid by Telegraphic Transfer (T/T) All payments under this Contract shall be made in US Dollars, or another currency with equivalent value that shall be accepted and consented to by the Contractor in a written form before the Employer remits the due payment.
14.8 Delayed Payments Sub-Clause 14.8 Is deleted and shall not be applicable 14.9 Payment of Retention Money t 17 Particular Conditions of Contract Sub-Ciause 14.9 is deleted and shall not be applicable 14.10 Statement at Completion Sub-Clause 14.10 Is deleted and shall not be applicable 14.11 Application for Final Payment Sub-Clause 14.11 Is deleted and shall not be applicable 14.13 Final Payment Sub-Clause 14.13 Is deleted and shall not be applicable Clause 20 Claims, Disputes and Arbitration Clause 20 Is amended In its entirety as follows: 20.1 Dispute Resolution i.
If a dispute of any kind whatsoever arises between the Employer and the Contractor in connection with, or arising out of, the Contract or the execution of the Works, the matter shall be settled amicably by either Mediation or Negotiation.

ii.

Without prejudice to the other provisions of Clause 20, the Parties to the dispute may seek to resolve any dispute by negotiations among senior executives (being individuals who have authority to settle the dispute for the Party) (each, a "Senior Executive ").
Within thirty (30) days after the date of the receipt by each Party to the dispute of the Notice of Dispute, which notice may request negotiations among Senior Executives, the Senior Executives representing the parties to the dispute shall meet at a mutually acceptable time and place to exchange relevant information in an attempt to resolve the dispute.

iii.
iii.

If a Senior Executive intends to be accompanied at the meeting by an Attorney, each other Party's Senior Executive shall be given notice of such intention at least three (3) Business Days in advance and may also be accompanied at the meeting by an attorney.

18 Particular Conditions of Contract iv.

A Party who desires to submit a dispute for resolution shall commence the dispute resolution process by providing a notice of dispute to the other Party (a "Notice of Dispute").
The Notice of Dispute shall contain a brief statement of the nature of the Dispute and the relief requested.
V. Except to the extent a dispute is resolved either by: (i) Expert determination as provided in Clause 20.2; or (ii) under Clause 20.3; the parties to the dispute agree that any dispute shall be referred to and finally settled by arbitration in accordance with the Rules of Arbitration of the United Nations Commission on International Trade Law (UNCITRAL) (the "Rules") in force at the commencement of the arbitration (pursuant to the Rules) and as modified by this Clause 20.2, which Rules shall be deemed incorporated into this clause.
Unless the parties to the Dispute agree to a sole arbitrator within 30 days after the commencement of arbitration, the arbitration shall be conducted by three (3) arbitrators.
If the parties to the Dispute choose three (3) arbitrators, two (2) arbitrators (one nominated by the claimant and one nominated by the respondent) shall be selected within forty-five (45) days of the commencement of arbitration and the third, who shall act as President, shall be nominated by the two party-nominated arbitrators, provided that if the third arbitrator has not been nominated within thirty (30) days of the nomination of the second party-nominated arbitrator, such third arbitrator shall be appointed by UNCITRAL Court, provided that where all the Parties are parties to the Dispute, each Party shall nominate one arbitrator and the arbitrators shall elect of their number, one as President.
The seat of arbitration shall be London and the language of arbitration shall be English.

Each Party to the Arbitration shall bear their own costs.

The arbitral award shall be final and binding on the Parties.

vi.

The arbitral award shall be made and payable in United State dollars, free of any tax or other deduction.

20.2 Expert Determination.

i.


If any dispute arises under this Contract between the Employer and the Contractor with respect to compliance with technical specification, whether a particular quality of standard has been reached or the value of an item, a relevant Party may refer the matter to an Expert for determination.
Where a Party wishes to refer a dispute to Expert determination, it shall give notice to the other relevant Party to the dispute of the request for Expert determination (the "Request for Expert Determination").

ii.

Where a Request for Expert Determination is made by a Party, the relevant Parties hereby agree that such determination shall be conducted expeditiously by an Expert.
The Expert is not an I -j 0 Particular Conditions of Contract arbitrator of the dispute and shall be deemed to be acting in an arbitral capacity.

iii.

The United Nations Commission on International Trade Law (UNCITRAL) shall administer the Expert Determination through the UNCITRAL Rules for Expertise ('Rules for Expertise") as in force at the commencement of the Expert Determination and these Rules shall be deemed incorporated into this clause.

Iv.
Iv.

If the Parties to the dispute are unable to agree upon an Expert within ten (10) days after receipt of the Request for Expert Determination, then, upon the request by any of the Parties to the dispute.

The United Nations Commission on International Trade Law shall appoint such Expert.

V. Before issuing a final decision, the Expert shall issue a draft report and allow the Parties to the dispute to comment on it.
The Expert shall try to resolve the dispute within thirty (30) days (but not later than sixty (60) days) after his or her appointment, taking into account the circumstances requiring an expeditious resolution of the matter in dispute.

The Expert's decision shall be final and binding on the Parties to the dispute.
20.3 Confidentiaiity All negotiations, mediation, arbitration, and Expert determinations relating to a dispute (including a settlement resulting from negotiation or mediation, an arbitral award, documents exchanged or produced during a mediation or arbitration proceedings, and memorials, briefs or other documents prepared for the arbitration) are confidential and may not be disclosed by the Parties to the dispute, their employees, officers, directors, counsel, consultants, and Expert witnesses, except to the extent necessary to enforce any settlement Contract, arbitration award, or Expert determination, to enforce other rights of a Party, as required by Law; provided, that, that breach of this confidentiality provision shall not void any settlement.
Expert determination or award.

20.4 Notice Any papers, notices, or process necessary or proper for an arbitration under this Contract, or any court action in connection with an arbitration or an award, maybe served on a Party by registered or certified mail, courier, facsimile transmission or any other means of communication that provides a record of the receipt thereof (but not by email) provided that a reasonable opportunity to be heard with regard to the court action is or has been granted to the Party.
20.5 Performance to Continue During Dispute Performance of this Contract shall continue during arbitration proceedings or any other dispute 20 Particular Conditions of Contract resolution mechanism pursuant to Clause 20.

No payment due or payable by the Employer or the Contractor shall be withheld on account of a pending reference to arbitration or other dispute resolution mechanism except to the extent that such amount of the payment is the subject of such dispute.
All undisputed amounts must continue to be paid in the manner specified.

21 Particular Conditions of Contract / / "V"A V« JANj'.Jwpj^BLic PROCUREMENT AUTHORITY 1 PRIVATE MAIL BAG 30 MINISTRIES - ACCRA In case of reply the Number and date of this Letter should be quoted.

Our Ref.

No.

PPA/CEO/01/140/19 r-lPOMl>^>.

''TJUSTfn Tel: 0302-738140-6 Toll free: 0800 10070 ADDRESS: GL-126-5328 REPUBLIC OF GHANA Website: www.DpaQhana.ora Email:inf(^ppaghana.org .v.
'^.-C.J^nuar^/ 2019 RE; REQUEST TO USE SINGLE SOURCE PROCUREMENT METHOD FOR MILITARY HOUSING PROJECT -- THE CONSORTIUM OF POLY CHANGPA OVERSEAS ENGINEERING COMPANY LIMITED & POLY TECHNOLOGIES, INC. We make reference to your letterno.

HA.153/561/27 dated 23^^ January, 2019 In response to our letter No.

PPA/CEO/01/81/19 dated 23'^^ January, 2019 on the above subject.
At the Board Technical Committee Meeting No.21 (021/2018) held on .V\/ednesday, 23"'^ Jsnuaty 2019, the Board decided that upon receipt of the satisfactory information as requested by the Authority, approval should be conveyed to Ministry of Defence.

The additional information submitted was found satisfactory.
Accordingly, and in line with Section 40 (1) (b) & (f) of Act 663 as amended, approval is conveyed to Ministry of Oefenceto use the Single Source Procurement Method to engege Messrs Consortium of Poiy Charrgds Orcrscss Engineering Company Ltd and f oiy Tedinoiogies Inc. to preTinance, througl i a Seller's Facility, the construction of the Military Housing Project at an agreed cost of USDIOO,000,000.00.
You are however required to ensure that^ the fircn is registered on PPfds Supplier Daici prior to their engagement Please ensure that ail documentation regarding this procurement is appropi iately kept to facilitate future procurement and audits and also you are reminded to post the contract award notice on the Public Procurement Website; wvvAV.ppaqhana.orq.

We count on your usual co-ope: ation.

THE HON.


MINISTER MINISTRY OF DEFENCE ACCRA ATTN; DR. EVANS A. DZIKUM 73 ADJEI CHIEF EXECUTIVE^' # t SUMMARY PRICE FOR MILLITARY HOUSING PROJECT 1 1 NO.
DESCRIPTION UNIT QTY RATE (USD) AMOUNT (USD) LOCATION 1 SOLDIERS' DORM (4 HOUSES /BLOCK) BLOCK 160 217.204 34.752.571 TAMALE/SUNYANI FOUR-STOREY BLOCK OF 16 FLATS(FOUR TWO BED FLAT/FLOOR) BLOCK 1 1 2.019.883 22.218.718 ACCRA/TAKORADI 2 3 6 7 8 MILITARY ACADEMY CLASSROOM (TWO STOREY BUILDING) BLOCK MILITARY ACADEMY ADMIN 4 0FFICE(480FFICES AND CONFERENCE BLOCK ROOMS) MILITARY ACADEMY HOSTEL ( THREE 5 STOREY BUILDING WITH 240 SELF- BLOCK CONTAINED ROOMS) MILITARY ACADEMY AUDITORIUM(TWO STOREY BUILDING SEATING 640) PLATOON COMMANDERS FLAT((FOUR TWO BED FLAT/FLOOR) BLOCK BLOCK I 1 1 1 1 1.134.846 1.134.846 GMA/TESHIE 3.731.693 3.731.693 GMA/TESHIE 7.304.100 7.304.100 GMAA^ESHIE 2.2.35.105 2.235.105 GMA/TESHIE 2.019.883 2.019.883 GMAATESHIE FENCE WALL( AROUND ENTIRE PERIMETER) KM 3.5 89.000 311.500 GMA/TESHIE 9 SITE PREPARATION AND DEPLOYMENT OF PROJECT CONSTRUCTION MATERIALS 3.900.000 10 EXTERNAL WORKS (PROVISIONAL SUM FOR ALL SITES IN VARIOUS LOCATIONS) 9.391.584 11 FURNITURE COST ( PROVISIONAL SUM ) 12 SURVEY & DESIGN FEE 13 CONTRACTOR S CONSULTANCY FEE 14 CONTINGENCY FEE 4.000.000 2.000.000 4.000.000 3.000.000 TOTAL AMOUNT 100,000,000