Conditions of Contract & Form of Agreement

Section – C Conditions of Contract & Form of Agreement

Section - C

CONDITIONS OF CONTRACT AND FORM OF AGREEMENT

Part 1 - GENERAL CONDITIONS :

The Conditions of Contract shall be the Conditions of Contract (International) for works of Civil Engineering Construction, as prepared by the Federation Internationale des Ingenieurs - Conseils (F.I.D.I.C.) and the Federation Internationale Europeenne de la Construction (F.I.E.C.) - Fourth Edition dated March 1987 or latest, as modified and added by the following Part 2 - Conditions of Particular Applications which shall be read and construed with the General Conditions as if they were incorporated therewith. The clauses in Part 2 - Conditions of Particular Applications shall take precedence over the clauses of General Conditions of Contract.

C/1 Section – C Conditions of Contract & Form of Agreement

PART 2 - CONDITIONS OF PARTICULAR APPLICATIONS :

The following clause reference refer to the Clause Numbers in the General Conditions described above :

Clause

1. Definitions

(a) "Employer" M/s:

(b) "Engineer" M/s ManSam Contracting Pvt Ltd

(c) “Engineer’s Representative” The Supervising Officer of the Engineer duly appointed in writing as the Engineer’s representative by the Engineer.

(d) "Specification" “Specification” means those specifications incorporated in these Tender and Contract Documents and any further specifications implied or shown on the Drawings and any modifications or addition thereto as may from time to time be approved in writing by the Engineer.

2 Duties & Powers of Engineer and Engineer’s Representative

(1) a) The Engineer shall carryout such duties in issuing decisions, certificates and orders as specified in the Contract.

b) Before exercising his authority under the following Clauses of the Contract, the engineer is required to obtain the specific approval of the Employer:

Clause 2.3 Authority to Delegate Clause 2.4 Appointment of Assistants Clause 4.1 Sub-contracting Clause 15.1 Contractor's Superintendence Clause 44.1 Extension of Time Clause 48 Taking-Over Certificate Clause 51.1 Variations Clause 52.1 Valuation of Variations Clause 52.2 Power to fix Rates Clause 58.2 Use of Provisional Sums Clause 60.8 Final Certificate Clause 62.1 Defects Liability Certificate.

PART 2 - CONDITIONS OF PARTICULAR APPLICATIONS [Cont'd]

Clause

5 Language & Law

(1) “(a) The Contract Documents shall be drawn up in English & Arabic and in case of any dispute, the Arabic text will be taken in to consideration.

(b) The Contract shall be governed by and construed according to the laws and customs for the time being in force in Dubai and the United Arab Emirates”.

10 Performance Bond

The Contractor shall furnish the Employer within 7 days after receipt of the Letter of Acceptance, a guarantee from a Bank locally registered and approved by the Employer, in respect of due performance of the Contract as per the attached draft (refer page C/19) in the sum of 10% (ten percent) of the Contract Price as stated in the Appendix to the Form of Tender, valid up to the issue of a certificate of completion in respect of the works in accordance with Clause 48 thereof.

10(4) Insert sub-clause 10(4) :

- The Performance Guarantee shall be governed by and construed in all respects in accordance with the Laws of Dubai and United Arab Emirates.

14(1) Programme to be Furnished

Delete this sub-clause and substitute the following :

“(a) The Contractor shall within 21 days of receiving the order to commence the Works, pursuant to Clause 41 hereof, submit to the Engineer for his approval a programme showing the procedure in which he proposes to carry out the Works.

(b) The programme shall be in the form of a Critical Path Method (CPM) network analysis which shall show the earliest start (ES) and latest finish (LF) dates, the length of duration and total float time applicable to each activity. The critical path/paths shall be clearly highlighted. Manpower and plant requirements to be indicated

(c) The approved programme shall be the sole basis of assessing any extension/extensions of time in accordance with Clause 44 herein and each month the Contractor shall submit details of any revisions to the programmed sequences, logic and times”.

(d) Contractor to submit schedule of submission of Sub-contractors, shop-drawings, material procurements, etc.

Clause

15(1) Contractor’s Superintendence

The Contractor shall give or provide all necessary superintendence during the execution of the Works and as long thereafter as the Engineer may consider necessary for the proper fulfilling of the Contractor’s obligations under the contract. The Contractor, or a competent and authorized agent or representative approved of in writing by the Engineer which approval may at any time be withdrawn, is to be constantly on the Works and shall give whole time to the superintendence of the same. Such agent must be sufficiently fluent in both the English and Arabic languages as to be able to interpret the Engineer’s requirements into either language to the satisfaction of the Engineer.

If the approval of the Engineer is withdrawn, the Contractor shall, as soon as is practicable, having regard to the requirement of replacing him as hereinafter mentioned, after receiving written notice of such withdrawal, remove the agent from the Works and shall thereafter employ him again on the works in any capacity and shall replace him by another agent approved by the Engineer. Such authorized agent or representative shall receive, on behalf of the Contractor, directions and instructions from the Engineer, or subject to the provision of Clause 2-2 hereof, the Engineer’s Representative.

20(4) Employer's Risk

Delete sub-clause 20.4(h).

21(1) Insurance of Works etc.

Sub Clause 21.1(a) is deleted and is substituted as follows:

“(a) The works for the time being executed to the estimated current Contract value thereof plus the percentage (if any) named in the Appendix to the Form of Tender to cover professional fees, or such additional sum as may be specified in Part II in the Clause numbered 21 together with the materials for incorporation in the works at their replacement value”.

24(1) Accident or Injury to Workmen

After each reference to Employer, insert "and Engineer".

26(1) Compliance with statutes Regulations.

Add the following Phrase at the end of Clause 26.1:

“Except for any or all charges required to be given or paid in respect of the permanent service connections which shall be the responsibility of the Employer.

Clause

26(1) Compliance with statutes Regulations [Cont'd]

Add to paragraph as follows:

“The Contractor must allow in his tender for all costs that may be incurred by him in complying with the provisions of this Clause including the cost of arranging for, and collecting all permits and obtaining all approvals and for paying all charges levied by the various authorities in respect of permanent service connections. Employer in accordance with Clause 26(1)” shall reimburse the Contractor only the amounts paid to various Local Government Authorities only for obtaining permanent service connections".

34 Labour

Add the following Sub-Clauses:

34(1) Observance by Sub-Contractors

The Contractor shall be responsible for observance by all Sub-contractors, whether nominated or otherwise, of the provisions of this Clause.

34(2) Compliance with Local Labour Laws

The Contractor shall ensure his compliance with all laws and regulations relating to the employment of labours as shall from time to time be enforced in the United Arab Emirates and shall be deemed to have included in his tender price for such due compliance.

34(3) Expatriate Personnel and Labour & Their Health and Safety

The Contractor shall make his own arrangements for obtaining immigration approval for expatriate personnel or labour and shall be held entirely responsible thereafter.

Due precautions shall be taken by the Contractor, and at his own cost, to ensure the safety of his staff and labour and, in collaboration with and to the requirements of the Local Health Authorities, to ensure that medical staff, first aid equipment and stores, sick bay and suitable ambulance service are available at the camps, housing and on the Site at all times throughout the period of the Contract and that suitable arrangements are made for the prevention of epidemics and for all necessary welfare and hygiene requirements.

42(1) Possession of Site

The Contractor will be given possession of the entire site for the full contract period.

Clause

45 Restrictions on Working Hours

Delete this Clause and substitute the following :

“(1) Subject to any provision to the contrary obtained in the Contract, none of the Works shall, save as hereinafter provided, be carried on during the night or on Fridays or on declared public holidays in U.A.E. without consent of the Engineer after due consultation with the Employer and the Contractor, except when work is unavoidable or absolutely necessary for the saving of life or property or for the safety of the Works, in which case the Contractor shall immediately advise the Engineer. Provided that the provisions of this Clause shall not be applicable in the case of any work which it is customary to carry out by multiple shifts.

(2) In the event that the Engineer or Engineer’s Representative or any of their assistants appointed pursuant to Clause 2 are obliged to supervise the Contractor’s operations in excess of 8 hours per working day, or on Fridays or declared Public Holidays in U.A.E., the cost to the Engineer of such overtime as stipulated below shall be paid to him. Payment will be made to the Engineer by the Employer who shall deduct the agreed amount from monies certified by the Engineer’s payment certificates as being due to the Contractor.

Dhs. 150.00 per hour for Overtime on normal working days. Dhs. 200.00 per hour for Overtime on Fridays and declared public holidays”.

47(1) Liquidated Damages for Delay

In the fifth line, delete the words “and not as a penalty”.

49(1) Defects Liability

The defects liability period shall be 12 months from the date of issue of the Certificate of Completion in respect of the works.

51(2) Instructions for Variations

In the fifth line, delete the works “stated in the Bill of Quantities” and substitute “inserted by the Contractor in the Schedule of Rates”.

52 Delete Clause 52.1 and 52.2 of Part 1 - General Conditions and add the following :

52(1) Valuation of Variations

All variations referred to in Clause 51 and any additions to the Contract Price which are required to be determined in accordance with Clause 52 (for the purpose of this Clause referred to as "varied work"), shall be valued at the rates and prices set out in the Contract, if in the opinion of the Engineer and Employer, the same shall be applicable.

Clause

52(1) Valuation of Variations [Cont'd]

If the Contract does not contain any rates or prices applicable to the varied work, the rates and prices in the Contract shall be used as the basis for valuation so far as may be reasonable, failing which, after due consultation by the Engineer and Employer, suitable rates or prices shall be agreed upon between the Engineer, Employer and the Contractor which will be based on prevailing market rates. In the event of disagreement, the Engineer and Employer shall fix such rates or prices as are, in his opinion, appropriate and shall notify the Contractor accordingly, with a copy to the Employer. Until such time as rates or prices are agreed or fixed, the Engineer shall determine provisional rates or prices to enable on-account payments to be included in certificates issued in accordance with Clause 60.

52(2) Power of Engineer to Fix Rates

Provide that if the nature or amount of any varied work relative to the nature or amount of the whole of the Works or to any part thereof, is such that, in the opinion of the Engineer, the rate or price contained in the Contract for any item of the Works is, by reason of such varied work, rendered inappropriate or inapplicable, then, after due consultation by the Engineer, Employer and the Contractor, a suitable rate or price shall be agreed upon between the Engineer, Employer and the Contractor. In the event of disagreement, the Engineer with the consent of the Employer shall fix such other rate or price as is, in his opinion, appropriate and shall notify the Contractor accordingly, with a copy to the Employer. Until such time as rates or prices are agreed or fixed, the Engineer shall determine provisional rates or prices to enable on-account payments to be included in certificates issued in accordance with Clause 60.

Provided also that no varied work instructed by the Engineer to be done pursuant to Clause 51 shall be valued under Sub-clause 52.1 or under this sub-clause unless, within 14 days of the date of such instruction and, other than in the case of omitted work, before the commencement of the varied work, notice shall have been given either : (a) by the Contractor to the Engineer of his intention to claim extra payment or a varied rate or price, or (b) by the Engineer to the Contractor of his intention to vary a rate or price.

52(3) Variations Exceeding 15 Percent

This Clause is deleted.

53(5) Payment of Claims

Delete Clause 53.5 of Part 1 - General Conditions and add the following :

"The Contractor shall be entitled to have included in any Interim Payment certified by the Engineer pursuant to Clause 60, such amount in respect of any claim as the Engineer, after due consultation with the Employer and the Contractor, may consider due to the Contractor provided that the Contractor has supplied sufficient particulars to enable the Engineer to determine the amount due.

Clause

53(5) Payment of Claims [Cont'd]

If such particulars are insufficient to substantiate the whole of the claim, the Contractor shall be entitled to payment in respect of such part of the claim as such particulars may substantiate to the satisfaction of the Engineer after due consultation with the Employer and the Contractor. The Engineer shall notify the Contractor of any determination made under this Sub-clause, with a copy to the Employer."

54 Plant, Temporary Works and Materials

Sub Clause 54.5 and 54.6 are deleted and substituted as follows:- “(5) The Employer will endeavour to assist the Contractor where required in procuring any necessary Government consent to the import of constructional plant, materials, machinery, vehicles and other things required for the works. (6) The Contractor shall be responsible for the payment of all customs duties and all other import duties, harbour and port duties, wharfage, landing, pilotage and any other dues that are in force during the time of the Work”.

55 Quantities

Delete this Clause in its entirety and substitute the following:-

“The quantities inserted by the Contractor in the Schedule of Rates are the Contractor’s estimate of the actual quantities of the Works to be executed by the Contractor in fulfillment of his obligations under the Contract. They shall not be subject to re-measurement. Any errors shall not be adjusted in accordance with the Principles of Measurement (International) for Works of Construction (June 1979) except where otherwise stated. This document is available for inspection at the Engineer’s Office during normal working hours”.

56 Works to be Measured

This Clause is deleted.

58.1 Provisional Sums

In the second line, delete the words “Bill of Quantities” and substitute “Schedule of Rates”.

58(4) (a) For every item of work for which a provisional sum has been allocated in the Contract, the Employer has the right to do the following :

(i) Negotiate directly with any sub-contractor whom he intends to nominate to execute the works or with any supplier whom he intends to purchase materials from.

Clause

58(4) (a) (ii) Sign an agreement with the nominated sub-contractor and/or the supplier outlining the price, terms of payment and conditions to execute the works and/or to supply the materials.

(iii) To effect direct payments to the nominated sub-contractors and/or suppliers, and to deduct such payments from the contract sum.

(b) The Contractor, under the instructions of the Engineer, should enter in a sub-contract agreement with the nominated sub-contractor or the supplier based upon the agreement signed between the Employer and the nominated sub-contractor or the supplier and the Conditions of Main Contract. In case there is a discrepancy between the agreement and the main contract, then the agreement signed between the Employer and the nominated sub-contractor or the supplier shall prevail.

(c) The Contractor shall not be entitled to claim any sum for entering in a sub-contract agreement as described in item (b) above except for what is included in the Contract against his Builder’s work, Charges, Profits, Overheads and Fixing charges, if any.

59(2) Nominated Sub-Contractors Objection to Nomination

Insert after Sub-clause 59.2(b) the following : (c) That payment in respect of any work, materials or goods comprised in the sub-contract shall be made within seven days after receipt by the Contractor of payment from the Employer. (d) That the Contractor shall retain from the sum directed by the Engineer as having been included in any certificate issued a percentage (which percentage shall be equal to the percentage currently being retained by the Employer) or such value; and that if and when such sums or any part thereof are released to the nominate sub-contractor they shall be paid in full within seven days of receipt by the Contractor of payment from the Employer. (e) That the Engineer and the Employer shall have the right of access to the workshops and other places of the nominated sub-contractor.

59(7) Insert Sub-clause 59.7 the following : (a) That the employer has the right to choose, negotiate directly with the nominated or approved Sub-contractors including for those items covered under Provisional sums. (b) That the Employer has the right to finalize the above said Sub-contractor and the price and can set his own terms and conditions and independently sign the agreement with him. (c) That the Employer has the right to pay directly to the above said Sub-Contractor and deduct the amount from the Contract of Main Contractor's bills.

Clause

60 Certificates and Payments

Sub-Clause 60(3) is deleted and the following substituted :

“(3) All monetary statements, estimates and payments referred to in this Clause shall be given in U.A.E Dirhams. Payments by the Employer to the Contractor shall be made in Dubai”.

Sub-Clauses (4) to (9) are added:

“(4) The Contractor shall submit to the Engineer after the end of each month a statement showing the estimated contract value of the permanent work executed up to the end of the month and the Contractor will be paid monthly on the certificate of the Engineer the amount due to him on account of the estimated contract value of the permanent work executed up to the end of the previous month together with such amount (if any) as the Engineer may consider proper on account of materials and plant for permanent work delivered by the Contractor on the site and in addition such amount as the Engineer may consider fair and reasonable for any temporary works or constructional plant for which separate amounts are provided in the Contract Documents subject to a retention of the percentage named in the Appendix to the Tender (hereinafter called the “Retention Money”).

(5) One half of the retention money, or an appropriate proportion thereof shall become due and shall be paid to the Contractor on the certificate of the Engineer when the Engineer shall certify in writing that the Works or parts of the Works have been substantially completed and the other half shall be paid to the Contractor on the certificate of the Engineer at the expiration of the period of maintenance notwithstanding that at such time there may be outstanding claims by the Contractor.

Provided always that if at such time there shall remain to be executed by the Contractor any works ordered during such period pursuant to Clauses 49 and 50 hereof, the Engineer shall be entitled to withhold certification until the completion of such works so much of the second half of the retention money as shall in the opinion of the Engineer represent the cost of the works so remaining to be executed.

Provided further that in the event of different maintenance periods having become applicable to different parts of the Works pursuant to clause 48 hereof, the expiration of the Period of Maintenance shall for the purpose of this sub-clause be deemed to mean the expiration of the last of such periods.

(6) Payment upon each of the Engineer’s certificates shall be made by the Employer within 30 days after such certificate has been received by the Employer.

Clause

60 Certificates and Payments [Cont'd]

(7) The Engineer may in any certificate make any correction or modification of any previous certificate which shall have been issued by him and shall have power to withhold any certificate if the Works or any part thereof are not being carried out to his satisfaction.

(8) Sums due from the Contractor to the Employer under the provisions of the Contract except those pertaining to liquidated damages shall be ascertained and determined by the Engineer and certified by him and the Engineer’s certificate shall be condition precedent to any right arising to the Employer in respect of such sums.

The Engineer may at his discretion deduct any sums due from the Contractor as and when ascertained and determined by him from the amount of any certificate and he will deduct all such sums as can then be ascertained and determined from any sum due to the Contractor in making out his certificate for payment upon completion of the whole of the Works.

All other sums will be deducted by the Engineer in making out his final certificate for payment after the expiration of the Period of Maintenance or may be recovered by the Employer as a liquidated demand or partly in the one way and partly in the other. But should the Engineer omit to deduct from any certificate or certificates as aforesaid any sum or subsequently found to be due by the Contractor to the Employer, then such omission shall not prejudice or affect the right of the Employer to recover such sum from the Contractor as a debt due on issue by the Engineer of a certificate that such sum is due by the Contractor notwithstanding that the certificate from which sum was omitted was described as final or professed to be a final certificate.

(9) In connection with the purchase by the Contractor of materials for inclusion in the permanent works and the temporary works covered by items in the Schedule of Rates, payment will be certified by the Engineer in the amount of 85% of the C.I.F. value of these materials delivered by the Contractor on the site and shall not be subject to further retention.

67 Settlement of Dispute - Arbitration

The following sentence should be added at the end of the existing Clause 67:

“All arbitration proceedings shall be conducted in Dubai in accordance with the rules of arbitration of the Dubai Chamber of Commerce and Industry”.

69 Default of Employer

Delete this Clause and substitute the following:

Clause

69 Default of Employer [Cont'd]

“(1) In the event of the Employer failing to pay the Contractor the amount due under any certificate of the Engineer within sixty (60) days after the end of the period for payment stipulated in sub clause 60(6), subject to any deduction that the Employer is entitled to make under the Contract, the Contractor shall be entitled to terminate his employment under the Contract after giving thirty days’ prior written notice to the Employer, with a copy to the Engineer.

(2) Upon the expiry of the thirty days’ notice referred to in sub-clause (1) of this Clause, the Contractor shall, notwithstanding the provisions of Clause 53(1) hereof, with all reasonable despatch, remove from the site all constructional plant brought by him thereon.

(3) In the event of such termination the Employer shall be under the same obligations to the Contractor in regard to payment as if the Contract had been terminated under the provisions of Clause 65 hereof”.

70.1 Increase or Decrease of Cost

Delete Sub-clause 70.1 and substitute the following :

"No adjustments to the Contract Price shall be made in respect of rise or fall in the costs of labour and/or plant and/or materials or any other matters affecting the costs of the execution of the Works except as provided elsewhere in the Contract."

70.2 Subsequent Legislation

Delete "after the date 28 days prior" and replace with "subsequent".

71.1 Currency Restrictions

Delete Sub-clause 71.1 and replace with :

"The Contractor shall allow in his contract price for all effects of currency restrictions and/or transfer of currency restrictions which may be imposed by the Government or authorized agency of the Government of the country in which the Works are being or are to be executed before or during the period of the Contract. The Employer shall not have any liability or responsibility to reimburse the Contractor for any loss or damage to the Contractor arising from such restriction."

72.1 Rates of Exchange

Sub-clause 72.1 is deleted.

72.2 Currency Proportions

Clause

72.3 Currencies of Payments for Provisional Sums

Add the following clauses :

73 Law to Apply

The Contractor shall in all respects be construed in accordance with the Law of Dubai and U.A.E. and any difference that may arise between the Employer and the Contractor in regard thereof shall be settled in accordance therewith.

74 Local Laws and Regulations

The Contractor's operations and proceedings in connection with the Works shall at all times during the continuance of the Contract be conducted in accordance with Local laws and Regulations for the time being in force in Dubai. The Contractor shall also comply with the bye-laws and regulations of all authorities (if any) having jurisdiction over or in connection with the Works on Site or other operations such as those carried out by the Contractor and shall give all notices required by such bye-laws and regulations. Hospital and medical regulations in force for the time being shall also be complied with the Contractor, his Sub- contractors, employees and workmen.

75 Taxation

The Contractor shall pay all Government and Municipal taxes including road taxes and vehicle registration fees, building permit and inspection charges and any taxes which may in the future be levied on the Contractor or his expatriate employees whilst employed on this project.

76 Boycott of Israel

The Contractor shall observe and abide all rules and regulations concerning the boycotting of Israel in Dubai and the U.A.E.

77 Details Confidential

The Contractor shall treat the Contract and everything contained therein as private and confidential. In particular, the Contractor shall not publish any information, drawing or photographs concerning the Works and shall not use the Site for the purpose of advertising except with the written consent of the Employer and subject to such conditions as he may prescribe.

Clause

78 Bribery

Any commission, advantage, gift, gratuity, reward or bribe given, promised or offered by or on behalf of the Contractor or his agent or servant or any other person on his or their behalf to any officer, servant, representative or agent of the Employer or the Project Manager or to any person on their behalf or on behalf of any of them in relation to the obtaining or to the execution of this or of any other contract with the Employer shall, in addition, to any criminal liability which may be thereby incurred, subject the Contractor to the cancellation of this and of all other contracts with the Employer and also the payment of any loss or damage resulting from such cancellations.

79 Fire Precautions

The Contractor shall comply with the regulations of the Employer and any controlling authority in force at the Site of the Works relating to the precautions to be taken against fire hazards.

80 Service Authorities

The Contractor shall comply in all respects with the regulations of all Service Authorities whether for temporary or permanent work in connection with those Authorities in carrying out his obligations under the Contract.

81 Interference with Existing Works

The Contractor shall not interfere in any way with any existing work whether the property of the Employer or of a third party and whether the position of such works is indicated to the Contractor by the Engineer or not except where such interference is specifically required under the Contract.

82 Service Authorities

The Contractor shall comply in all respects with the regulations of all Service Authorities whether for temporary or permanent work in connection with those Authorities in carrying out his obligations under the Contract.

83 Accidents

The Contractor shall as soon as is reasonably possible and in any event within 24 hours of the occurrence of any accident on or about the Site or in connection to submit a report to the Engineer and to the appropriate authority whenever such report is required by law.

84 Land

(1) The Employer will provide all land, wayleaves and easements for the Permanent Works and the Contractor is approved by the Engineer and so far as they are available, use the same for temporary purposes.

Clause

84 Land [Cont'd]

(2) In the case of land required for temporary purposes, workshops, workyards, offices and storage of materials, the Engineer will, on the application of the Contractor point out areas which may be used for these purposes. If the Contractor finds that the land provided for temporary purposes is inadequate, he shall apply to the Engineer giving details of his extra requirements. If the extra land cannot be made freely available or if the Contractor shall require any land other than the Site for the storage or preparation of materials or for other purposes in connection with the Works, he shall provide it elsewhere at his own expense.

85 Limits of and access to the Site

(1) Except as defined below, the limits of the Site shall be as shown on the drawings.

(2) Where works are within existing highways the Site limits shall be kept to the minimum consistent with the safety of the Works and the provision of reasonable working space so that traffic flow is maintained wherever possible.

(3) Where pipelines and associated works cross highways or are in open areas, the limits of the Site, unless otherwise shown on the drawings, shall be 13 meters in width except where it is impracticable or unreasonable for this width to be provided.

(4) Access to the Site may be available where the Site adjoins a public highway, but it is not otherwise provided unless shown on the drawings. Reasonable access across the Site shall be maintained for the use of the occupants of adjoining lands and properties.

86 Use of Site

In particular but without in any way limiting or detracting from the effect of Clause 42 hereof, the following provisions shall be deemed to apply to the possession and use of the Site :

(1) The lands and other places outside the Site which are the property of or under the control of the Employer shall be used strictly in accordance with the instructions of the Engineer. (2) The Contractor shall at any time may move any vehicle, machine, or any other obstruction within his control which may be required by the Engineer to be moved for any purpose and the Contractor shall move such things or such obstruction promptly on instructions being given at his own cost unless the Engineer shall decide otherwise. (3) The Contractor shall maintain access for the inspection, operation and maintenance of any plant or works belonging to the Employer or other authorities which lie within the Site or in other areas which are affected by the Contractor’s operations.

Clause

86 Use of Site [Cont'd]

(4) The Contractor shall not use any portion of the Site for any purposes not connected with the Works without the prior written approval of the Engineer.

(5) The Contractor shall not disturb, damage or pull down any hedge, tree, wall or building within the Site without the written consent of the Engineer after approval by the Employer.

87 Explosives

The Contractor shall not use any explosive without the permission in writing of the Engineer who will require that the Contractor has complied fully with the regulations in the United Arab Emirates regarding this. The Engineer’s refusal to permit the use of explosives shall not constitute grounds for claims.

88 Possession of Uncompleted Works

The Employer shall be at liberty at any time before the completion of the Works to take possession of and use any part or parts of the Site or of uncompleted works and in such case the Contractor shall completely finish the said uncompleted part or parts of the Works as and when the Engineer shall direct, whether before or after the respective prescribed time or times (if any) for the completion of the Works and, if required by the Engineer, while the Employer is in possession of the said part or parts of the Site or Works. Provided always that if such possession or occupation or use by the Employer interferes in the opinion of the Engineer with the completion of the said part or parts of the Works or the Works generally, due allowance shall be made by the Engineer in consultation with the Employer by way of extension of time under the provisions of Clause 44 hereof and he may exclude such part or parts of the Works from the provisions as to time for completion of the Works and fix such time as he may think reasonable for the completion of the said part or parts.

Should the Contractor be involved in extra expense by reason of the operation of this Clause, the amount of such expense will be certified by the Engineer in consultation with the Employer and paid to the Contractor by the Employer.

89 Personal Liability

Neither any member of the Employer’s staff or the Engineer’s staff, nor the Engineer’s Representative shall be in any way personally liable under the Contract or answerable for any default or omission on the part of the Employer in the observance or performance of any of the acts, matters, or things which are herein contained. The Engineer shall not be liable for any acts or obligations on the part of the Employer or answerable for any default or omissions by the Employer under the Contract.

Clause

90 Indemnity to the Employer’s Officials and Engineer

(1) The Contractor shall indemnify the Employer and every member, officer and employee thereof and the Engineer and the Engineer’s representative and every member of their staff from any claim or demand for accident, injury, damage, loss and/or compensation of any kind whatsoever arising out of or in connection with all claims and demand which may be made against the Employer for or in respect of or arising out of any failure by the Contractor in the performance of his obligations under any of the provisions of the Contract.

(2) If the employer has to pay any money in respect of any claims or demands as aforesaid, the amount so paid and the cost incurred by the Employer shall be charged to and paid by the Contractor, provided always that the Employer shall, if circumstances permit, give to the Contractor reasonable opportunity of examining such claims or demands before payment. In the event of the Contractor disputing the amount of any payment (except payments made in accordance with legal obligations or after approval by the Contractor) then the Contractor shall have the right to dispute the matter, and refer it to Arbitration in accordance with the provisions herein contained.

91 Engineer to be independent of Contractor and Employer

The Engineer in giving his decision in respect of a claim or of any matter in which his decision is made final by the terms of the Contract shall act independently of both the Contractor and the Employer.

92 Engineer not Arbitrator

In measuring, valuing, deciding or certifying the Engineer is not intended to act as an Arbitrator but as an Engineer who acts by his skill and from his knowledge of any facts and incidents connected with the Works. In so far as any facts are not within his own knowledge he shall be at liberty to inform his mind by inquiring of the Engineer’s Representative, and other staff. The Engineer shall at all times be considered seized of all the facts necessary for him to form his opinion, make his measurement or valuation, give his decision or order, make his requisition, or give or refuse his certificate, and he shall be at liberty to certify at such time and in such manner as at his discretion he shall think proper.

93 Decennial Liability

The Contractor shall be liable for the consequence of errors, omissions or negligence on his part and in particular he shall be liable for any defects in the construction of any part of the Works where such defects are due to any error, omission or negligence of the Contractor or his staff provided that such defects become apparent during the period of ten years from the issue of the Taking-Over Certificate for the part of the Works in question. The liability of the Contractor shall in any event be limited to the cost of rectification of the Works. The approval of the Engineer shall not in any way absolve or relieve the Contractor from any such obligations, responsibility or liability.

Part - C.1

FORM OF TENDER BOND

Date :

Project : CONSTRUCTION, COMPLETION & MAINTENANCE OF 2 B+G+9 TYPICAL STOREY +GYM BUILDING ON PLOT No. 247-397 AT AL-GUSAIS IND. FOURTH

We have the honor to inform you that we guarantee M/s. ……………………………………….. ……………………………………..………………… for the amount of Dhs. ------(UAE Dirhams ------Only) as a guarantee for their good intention in the presentation of their tender for the construction, completion, maintenance and delivering up the above named works in conformity with the provisions of the Contract Documents.

The Guarantee shall remain valid and irrevocable for a period on ninety ( 90 ) days starting at twelve ( 12 ) o’clock noon on the day for the receipt of the tenders.

In the event M/s. ……………………….……………………………………………………………… withdrawing their tender before the expiration of the period of validity of this Letter of Guarantee, we undertake to pay in cash to you upon your demand and notwithstanding any objection on the part of the said M/s. ……………………………………………………………….. …………………………………………………………………………………………………………… the aforesaid sum of Dhs. ……………………… (UAE Dirhams …………………………………. ……………………………………………………………………………………………………….).

Yours truly,

(Signature)

Part - C.2

PERFORMA FOR PERFORMANCE BOND

Date :

Dear Sir,

Subject : Our Performance Guarantee No. …………….. for Dhs. ……………….. Contract : CONSTRUCTION, COMPLETION & MAINTENANCE OF 2 B+G+9 TYPICAL STOREY +GYM BUILDING ON PLOT No. 247-397 AT AL-GUSAIS IND. FOURTH

As M/s. ……………………………………………………………………………………………...….. have declared that their Tender for the construction of the above named works has been accepted, we hereby undertake to hold at your disposal the sum of Dhs. ……………………... (UAE Dirhams ……………………………………….………………………………………………..) 10% if the tender sum, as Performance Bond or Surety.

This Bond or Surety shall be free of interest and payable in cash on your first demand in the manner ordered, without the Contractor or any person on his behalf or ourselves having the right to suspend or delay payment or to object thereto for any reason whatsoever.

This Guarantee is valid until …………………. and shall, before expiry by automatically renewed until the FINAL COMPLETION CERTIFICATE (END OF DEFECTS LIABILITY PERIOD) has been issued or until, advised by you that the Contract has been fulfilled.

Yours faithfully,

Authorized Signatory Authorized Signatory

Part - C.3

FORM OF TENDER

Dear Sir,

Subject : : CONSTRUCTION, COMPLETION & MAINTENANCE ………………………………………………………………………………………………………

1.0 Having examined the Instructions to Tenderers, Conditions of Contract, Drawings, Form of Agreement, Specifications, Schedule of Rates for the proposed Works, and having visited and examined the Site of the Works or caused it to be visited on our behalf by a competent and reliable person and having acquired all requisite information relating thereto as affecting this Tender, we the undersigned, hereby offer to construct, complete and maintain the whole of said Works, and remedy any defects therein in accordance with the attached construction programme and method statement and in conformity with the said Instructions Tenderers, Conditions of Contract, Drawings, Form of Agreement, Specifications and Schedule of Rates for the Contract Price of Dhs. (UAE Dirhams ) or such other sums as may be ascertained in accordance with the said conditions.

2.0 We acknowledge that the Appendix forms part of our Tender.

3.0 We have priced the Schedule of Rates detail and return them with this Tender together with all the information requested in the Instructions to Tenderers and other Contract Documents.

4.0 We confirm that we have fully taken into account the Tender Circulars and Bulletins listed below, copies of which are returned with our Tender :

5.0 We undertake if our Tender is accepted to commence the Works including erecting all site facilities required as soon as is reasonably possible after the receipt of the Engineer's notice to commence and to complete and deliver the whole of the Works comprised in the Contract within the time stated in the Appendix to Tender.

FORM OF TENDER (Cont'd)

6.0 If our Tender is accepted we will, when required, obtain the guarantee of a Bank (to be approved by you and the Engineer) to be jointly and severally bond with us in a sum equal to the percentage of the Contract Value as defined in the Appendix to Tender for the due performance of the Contract. We further agree to provide this bond upon receipt of the Engineer's order to commence the Works.

7.0 In consideration of the trouble and expense incurred by you in preparing the contract and in examining and considering this Tender, we agree to abide by this Tender for a period of ninety ( 90 ) days from the date fixed for receiving the same and it shall remain binding upon us and may be accepted at any time before the expiration of that period.

8.0 We undertake in the event of this Tender being accepted to enter into an Agreement with you in the form annexed hereto which may be altered and added to in such manner as you may require for the purpose of adapting it to the circumstances of this Tender.

9.0 We understand that you are not bound to accept the lowest or any Tender you may receive.

10.0 We herewith provide a Tender Bond Guarantee in the sum as stated in Form of Tender Bond.

Dated this day of Two Thousand Six.

SIGNATURE : (sgd.) acting in the capacity of duly authorized to sign Tenders for and on behalf of

Full Name of Company :

Address :

WITNESS :

Address :

Occupation :

Part - C. 4

APPENDIX TO FORM OF TENDER

Clause

Amount of Performance Bond 10 10% of contract price

Minimum Amount of Public 23 (2) Dhs. 5,000,000.00 for any one Liability Insurance or (Third party incident, number of incidents Insurance) or (CAR Policy) un-limited.

Workmen’s Compensation Policy As per Local Government Labour Laws.

Date for Possession Next Date of Demarcation Certificate. Or 15days after signing the contract, which one comes first.

Period for Commencement (41) 30 Calendar days from date of (Mobilization period) Demarcation.

Period of Completion (43) 550 Calendar days including mobilization, obtaining Completion Certificate from Dubai Municipality and permanent service connections such as Water, Electricity, Drainage, etc.

Date of Completion Date of Consultant's Substantial Completion Certificate which shall be issued after obtaining completion certificate from DM and permanent water, electricity and drainage connection to the project. Final completion certificate shall be issued after 1 year Maintenance period from substantial completion certificate.

Liquidated and Ascertained Damages 47 (1) Dhs. 10,000/- per day with a maximum limit of 10% of Contract Value.

Compensation to Consultant for any delay @ Dhs. 2,500.00 per day with a caused by the Contractor / Employer maximum limit of 10% of total supervision fee for extra supervision by the Consultant beyond stipulated construction period as mentioned in Clause 43 above.

Defects Liability period (49) 365 Calendar days from date of completion certificate issued by the Engineer.

Period of Final Payment 90 days.

APPENDIX TO FORM OF TENDER [Cont'd]

Clause

Advance Payment No advance payment to Contractor.

Period of Interim Certificates 60 (1) Monthly.

Minimum amount of Interim Certificates Dhs. 100,000.00.

Percentage value of unfixed materials No payment for material on site. for inclusion in Interim Payments

Percentage of Interim Retention to be 60 (1) 10%. applied to certified value of work executed for all interim payments

Final Retention 60 (1) 5% will be released upon completion of defects liability period.

Time within which payments are to be 60 (3) 45 days. made after certificates

Maximum percentage additions on 10%. basic cost of variations / nominated subcontracts for Main Contractor’s attendance, overhead & profit.

Note :- For any deletions of work from the Contract, the overheads & profits, etc. will not be paid to the Contractor.

Contractor’s address for service 107 of notices

Employer’s address for service 107 of notices

Part - C.5

FORM OF AGREEMENT

THIS AGREEMENT made the day of 2006

BETWEEN: ………………………………………………………………………………………. , P. O. Box ……, (hereinafter called "The Employer") of the one part and P.O. Box ………,. (hereinafter called "The Contractor") of the other part.

WHEREAS the Employer is desirous that certain Works should be executed namely the “: CONSTRUCTION, COMPLETION & MAINTENANCE ” and has accepted a Tender by the Contractor for the construction and maintenance of such Works and the remedying of any defects therein.

NOW THIS AGREEMENT WITNESSETH as following :

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. The following documents shall be deemed to form and be read and construed as part of this Agreement, viz : (a) The Letter of Acceptance (b) The Form of Tender & Appendix to Form of Tender (c) The Conditions of Contract & Schedule of Rates (d) The Particular & General Specifications (e) The Drawings (f) The Letters and attachments numbered …..… to ………….. hereto annexed.

3. In consideration of the payments to be made by the Employer to the Contractor as herein mentioned the Contractor hereby covenants with the Employer to construct, complete and maintain the Works and remedy and defects therein in conformity in all respects with the provisions of the Contract.

4. The Employer hereby covenants to pay the Contractor in consideration of the construction, completion and maintenance of the Works and the remedying of defects therein the Contract Price or such other sum as may become payable under the provision of the Contract at the time and in the manner prescribed by the Contract.

FORM OF AGREEMENT [Cont'd]

5. Contract sum : Dhs. (UAE Dirhams : ).

IN WITNESS whereof the authorized representatives of the parties have hereunto set their respective hands

SIGNED BY )

For and on behalf of ) THE EMPLOYER

In the presence of :

Signature

Address

Occupation

SIGNED BY )

For and on behalf of ) THE CONTRACTOR

In the presence of :

Signature

Address

Occupation