B+G+2 - Commercial Building,

Plot No. 367-625, Umm Al Sheif,

Dubai, United Arab Emirates
Site No. JS045

Sub-Contract for
Sub-Structure Waterproofing Works
to Desert Roofing & Flooring L.L.C..
Sub-Contract No. JS045/003 dated 27th November 2011

Frayland L.L.C.

Construction & Interiors

P.O. Box 13750, Dubai
United Arab Emirates

Sub-Contract for the supply, install and maintenance of Sub-Structure

Waterproofing Works and performance of related services, as hereinafter described
and mentioned below in the relevant Sub-Contract Documents for the construction of
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Sub-Structure Waterproofing
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the Project " B+G+2 - Commercial Building, Plot No. 367-625, Umm Al Sheif
(Sheikh Zayed Road), Dubai, UAE " between the following parties:

First Party:
The Frayland L.L.C., Construction & Interior, P. O. Box 13750, Dubai, United
Arab Emirates, hereinafter referred to as Main Contractor.

Second Party:
The company Desert Roofing & Flooring L.L.C., P.O. Box 186, Dubai, U.A.E., as
hereinafter referred to as Subcontractor.

1.0

Preamble (N/A)

2.0

Definition

2.1

The complete Scope of Works to be executed by the Subcontractor and as

described in this Sub-Contract and under the relevant clauses of this
Sub-Contract shall hereinafter be referred to as the Works.

2.2

Wherever in the Sub-Contract Documents stated under Clause 4.0, the words
Client and/or Owner and/or Employer and/or Consultant and /or Engineer etc.
are used it shall be construed as Main Contractor and wherever Supplier etc.
are used it shall be construed as Subcontractor, except where the context
otherwise requires.

3.0

Preconditions for Contract

3.1

The Client and/or Owner and/or Employer and/or Consultant and /or Engineer
must approve the Subcontractor and the material to be supplied.

3.2

The Main Contractor undertakes to apply for approval of the Subcontractor

and its material after all necessary approval information has been submitted
by the Subcontractor.

3.3

In the event of cancellation of this Sub-Contract due to whatsoever reasons

and if the Main Contractor receives the relevant reimbursement from the
Client and/or General Contractor the Main Contractor will reimburse the
Subcontractor direct proven costs for technical services that have been
performed between the date of this Sub-Contract and the date of the

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cancellation, in the same manner as the Main Contractor will be reimbursed

by the Client and/or General Contractor. If the Subcontractor however is
responsible for the rejection then it has to bear all costs occurred and
occurring.
3.4

In the event that the approved Subcontractor is not able to supply the material
demanded within the time given it by written notice and/or telefax then the
Main Contractor reserves the right to delete the supply of the material or to
supply the material itself or to ask third parties to do so or to cancel this
Sub-Contract in total, if necessary. All costs arising shall be borne by the
Subcontractor.

4.0

Sub-Contract Documents

4.1

All documents forming this Sub-Contract as a whole are below:

a)
b)
c)
d)
e)
f)
g)

The Sub-Contract Agreement (Page 1 to 6)

The General Conditions of Contract (Main Contractor)
The Drawings
The Specification
Frayland Quality Control Programme
Frayland Health & Safety Programme
The Schedule of Price

In case of ambiguity, discrepancies, contradictions or dispute, the order in

which the documents are listed above shall determine the precedence.
4.2

The Subcontractor shall perform the Works in strict accordance with the data
indicated in the Sub-Contract Documents. In case of data discrepancies,
conflicts, or contradictions between the Drawings, Specifications etc., the
Subcontractor shall immediately inform the Main Contractor and upon
approval from Main Contractor, shall execute the Works under consideration
of those data which result in the highest efficiency for the Client.

5.0

Scope of Works

5.1

The Subcontractor shall perform the Works in accordance with the

Sub-Contract Documents as laid down under the clauses of this Sub-Contract.

5.2

Production of shop drawings to detail waterproofing on both vertical and

horizontal areas with details at junctions and penetrations. A detailed specific
method statement to be submitted by the Subcontractor.

5.3

The Subcontractor shall furnish all the equipment, materials and temporary
works, and shall complete all fabrications, installations and maintenance of
the permanent materials herein specified in accordance with the clauses of
this Sub-Contract.

5.4

The Subcontractor shall furnish and maintain all personnel required to

execute the said Works.

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5.5

The Subcontractor shall be responsible for all transportation of personnel,

equipment, temporary works and materials to the site.

5.6

The Subcontractor shall strictly adhere to Frayland Quality Control and Safety
Procedure. Any violation shall be under Subcontractors own cost, risk and
time.

6.0

Sub-Contract Price

6.1

The Subcontractor agrees that all drawings, specifications and documents

stated in this Sub-Contract were received by it and/or made available to it and
were such that it enabled the Subcontractor to determine the prices herein
and to execute all its contractual obligations.

6.2

The Subcontractor declares that it is familiar with the working conditions and
the local conditions and that these have been allowed for in its price.

6.3

For the completed and accepted Works described under the Clauses and
Conditions of this Sub-Contract, a Provisional Sub-Contract Price of

AED. 469,600.00
(In Words: Dirhams Four Hundred Sixty Nine Thousand Six Hundred only)
is agreed. The Schedule of Price is as given below:
Item No
A.

Description
Supply & apply one full, coat of Indever
Primer, torch-on 4mm thick Index
Helastoplan 180 gsm (Two Layers),
heavy duty reinforced with thermoplastic
elastroplastomeric synthetic SBS rubber
waterproofing.
i)
Horizontal Area
ii)

B.

Vertical Area

Supply & fix 3.2 mm thick INDEBOARD

protection board to vertical area
TOTAL CONTRACT PRICE

6.5

Qty

Rate

Amount

5,600 m2
1,600 m2

61.00

341,600.00

61.00

97,600.00

1,600 m2

19.00

30,400.00
469,600.00

Final value to be estimated on a re-measured quantity multiplied on the

agreed unit rate. The re-measurement will be carried out as per the standards
set out in POMI (Principle of Measurement International)
The agreed Unit Price(s) of this Sub-Contract is/are valid for the duration of
the construction (until such time the building is handed over to the Client by
the Main Contractor and the period of Guarantee and Maintenance (clause 7
& 11) and there shall be no provisions whatsoever for adjustment to the
price(s) by reason of cost escalation (cost experience, productivity variation,
or other) during the performance of the Works.

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6.6

The agreed Unit Price(s) of this Sub-Contract include all necessary plant,
labour, equipment, needed for the construction of a complete, functional and
usable facility and the period of Guarantee and Maintenance. All costs of
transportation, insurance, flight tickets, freight charges, custom
duties, etc.
and all other related costs are also included in the price(s) herein applicable
to the Subcontractors scope of the Works.

7.0

Warranty

7.1

The Subcontractor warrants that the material is manufactured in accordance

with the Approved Specifications and the requirements, and that it is liable for
all necessary repair works to faulty workmanship.

7.2

The Main Contractor reserves the right to cancel this Sub-Contract should the
Subcontractor fail to meet the specified quality or delivery requirements of the
Main Contractor.

7.3

Upon completion of each stage (horizontal & vertical) and prior to the release of
concerned final payment, the Subcontractor shall issue a draft
warranty/guarantee certificate against the materials, workmanship and leakage
for a period of 10 (ten) years from the date of satisfactory completion of the
works. Initially the certificate start date shall be 23 December, 2012 which shall
be amended by the Subcontractor based on actual handing over date of the
Building by the Main Contractor to the Client. The original warranty/guarantee
certificate shall be issued against the release of the payment.

7.4

A joint inspection will immediately will be carried out by both Main Contractor
& Subcontractor 1 month after the termination of dewatering. Any defects
identified shall be rectified by Subcontractor at its own cost & risk. Any cost &
time implication caused to Main Contractor by these defects shall be borne by
the Subcontractor.

7.5

Subcontractor will immediately repair/replace waterproofing works at its own

cost & risk during the guarantee period upon notification of any leakages by
the Main Contractor and/or Client.

8.0

Taxation

8.1

The Subcontractor is fully responsible to the local taxation authority to settle

any dues/disputes, if any.

9.0

Terms of Payment
Payments shall be effected in the following order:

9.1

An advance payment equal to 10 (ten) percent of the Sub-Contract value will

be released by the Main Contractor against an equivalent quantity of material
delivered to site.

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9.2

The subcontractor shall submit payment application for approval by the Main
Contractor upon completion of each stage (horizontal and vertical) or
progress payment application (25 th of every month), if the execution period of
the particular stage exceeds 1 month.

9.3

Progress Payment (if any) will be made in the form of Post Dated Cheque
dated 130 (one hundred thirty) days from the date of receipt of Invoice. The
cheque will be released once the Invoices are duly approved by the Site
Management, which is expected to be done within 7 (seven) working days.
Payment against unfixed materials on site is not applicable to this SubContract.

9.4

The final account of each stage (horizontal and vertical) showing in detail in a
form approved by Main Contractor the value of all Works executed under the
terms of this Sub-Contract shall be submitted to the site representative of the
Main Contractor. Along with the final account, the Subcontractor will issue all
Warranty/Guarantee Certificate as per Clause 7.0.

9.5

After examining the stage final account, the Main Contractor will certify within
7 (seven) days. The payment will be released by the Main Contractor in the
form of Post Dated Cheque dated 130 (one hundred thirty) days from date of
final account submission as described in Clause 9.4 and against receipt of
Warranty/Guarantee Certificate as per Clause 7.0

9.6

From the value of each payment (monthly and/or stage final payments)
10 (ten) per cent
shall be retained as retention money.

9.7

Half of the retention namely 5 (five) percent shall be released upon

completion of complete Sub-Structure Waterproofing Works and the balance
5 (five) percent to be retained for one year from the date of handing over the
Building to the Client.

10.0

List of Exclusions

10.1

Storage area for Subcontractors materials will be provided by the Main

Contractor.

10.2

Surface preparation of the fillets and slab has to be carried out by the Main
Contractor.

10.3

Cement, sand, angle, fillets at corner, groove and surface preparation if

required, to be done by Main Contractor, to details provided by Subcontractor.

10.4

Permission for access to the site including gate passes, if required, to be

arranged by the Main Contractor.

10.5

Scaffolding, if required, has to be provided by the Main contractor.

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10.6

Crane for lifting of materials on site shall be provided by the Main contractor.

11.0

Project Time Schedule

The tentative project time schedule for the Sub-Structure Waterproofing is as
given below:
01 December 2011 to 15 January 2012
The above period is subject to change as per the site condition.
The anticipated handing over of the Building to the Client is 23 December, 2012.

Date : ______________

Date : ______________

First Party
FRAYLAND L.L.C.

Second Party
Desert Roofing & Flooring L.L.C.

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