Building Facility Management and Services Agreement

Between

ALDAR Properties PJSC

and

[insert Facility Manager entity]

Meera,
Shams Abu Dhabi, Al Reem Island,
Abu Dhabi
United Arab Emirates
Contents
1 Definitions and Interpretation 1
2 Appointment and Term 7
3 Services 7
4 Facility Manager's Obligations 8
5 Management Staff and Sub-Contractors 9
6 Records and Reporting 10
7 Facility Services Budget 11
8 Management Fee 11
9 Insurance 11
10 The Developer's Obligations 12
11 Apartment Strata Management Statement 12
12 Capacity of the Developer 13
13 Assignment 13
14 Liabilities and Indemnities 14
15 Damage to the Apartment Common Areas 14
16 Default and Termination 14
17 Representations and Warranties 16
18 Force Majeure Events 16
19 Publicity 17
20 Confidentiality 17
21 Intellectual Property 17
22 Notices 17
23 General 18
24 Dispute Resolution 19
25 Governing Law 20
Schedule 1 : Scope of Services 22
Schedule 2 : Minimum Service Levels 23

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MEERA, SHAMS ABU DHABI - FACILITIES MANAGEMENT AGREEMENT

DATED

BETWEEN:

(a) Aldar Properties PJSC of P.O. Box [insert], Abu Dhabi, United Arab Emirates
("Developer"); and

(b) [insert Facility Manager entity] of P.O. Box [insert], Abu Dhabi, United Arab Emirates
("Facility Manager").

WHEREAS:

A. The Developer is the developer of Meera, Shams, Al Reem Island, Abu Dhabi (referred to in
this Agreement as the "Building" and further defined in clause 1.1), which is a residential
Building that comprises an Apartments and Apartment Common Areas.

B. It is intended that the Building be strata subdivided into Apartments and Apartment Common
Areas and that an Apartment Strata Management Statement be registered with the Land
Department that shall also govern the rights and obligations of the Apartment Owners.

C. Under the Apartment Strata Management Statement, an Apartment Owners Association shall
be constituted in accordance with the Real Estate Law (once enacted). The Apartment
Owners Association shall be responsible for the general administration and the day to day
operation, management, control, maintenance and repair of the Apartment Common Areas.

D. Under the Apartment Strata Management Statement, the Apartment Owners Association
must appoint a Facility Manager to assist it with the day to day operation, management,
control, maintenance and repair of the Apartment Common Areas.

E. Until such time as the Apartment Strata Management Statement is legally formed under the
Real Estate Law, the Developer shall perform the functions of the Apartment Owners
Association under the Apartment Strata Management Statement on behalf of the Apartment
Owners including the appointment of a Facility Manager.

F. The Facility Manager is experienced in the provision of facilities management services to

Buildings of a similar size and nature to the Building and holds all consents, licences and
approvals necessary to provide the Services to the Apartment Common Areas.

G. The Developer, on behalf of the Apartment Owners Association and the Apartment Owners,
in accordance with the Apartment Strata Management Statement, hereby nominates and
appoints the Facility Manager to provide the Services to the Apartment Common Areas, and
the Facility Manager hereby accepts such appointment, subject to and in accordance with the
terms and conditions of this Agreement and the Apartment Strata Management Statement.

IT IS AGREED as follows:

1 Definitions and Interpretation

1.1 Definitions

In this Agreement, unless the context otherwise requires, the following definitions apply:

Affiliate means, in relation to a Party, any person Controlling that Party, Controlled by that
Party, or in common Control with that Party;

Agreement means this facilities management and services agreement including the
Schedules together with any variations, modifications, supersessions or amendments to
this agreement as may be agreed in writing by the Parties from time to time;

Apartment means an apartment unit in the Building;

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Apartment Association Manager means the association manager appointed by the
Developer to assist the Apartment Owners Association with the administrative management
of the Apartment Owners Association and the Apartment Common Areas generally;

Apartment Common Areas means the areas and facilities that are shared by the
Apartment Owners as further defined in the Apartment Strata Management Statement;

Apartment Owners means the owners of Apartments in the Building;

Apartment Owners Association means the association legally formed under the
Apartment Strata Management Statement in accordance with the Real Estate Law (once
enacted). A reference in this Agreement to the Apartment Owners Association prior to its
legal formation in accordance with the Real Estate Law will be a reference to the Developer
in accordance with the Apartment Strata Management Statement;

Apartment Service Charges means the contributions payable by the Apartment Owners to
the General Fund from time to time in accordance with the Apartment Strata Management
Statement;

Apartment Strata Management Statement means the constitution registered or intended

to be registered with the Land Department in respect of the Building in accordance with the
Real Estate Law (once enacted). A draft copy of the Apartment Strata Management
Statement has been provided to the Facility Manager on or before the date of this
Agreement (as may be amended by the Developer (and/or the Apartment Owners
Association) from time to time in accordance with the provisions contained therein);

Applicable Laws means all statutes, laws, rules, regulations, ordinances, codes or other
legal requirements of any Government Authority, together with any judgments, injunctions,
orders or other similar requirements of any court, administrative agency or other legal
adjudicatory authority, in effect at the time in question and in each case to the extent the
Building or the person in question is subject to the same;

Asset Register means a register of all assets (fixed and movable) owned by the Apartment
Owners collectively or otherwise determined to be Apartment Common Areas from time to
time. The Developer shall provide the Asset Register to the Facility Manager on or before
the Effective Date;

Building means the Building known as "Meera", Al Reem Island, Shams, Abu Dhabi
including the surrounding areas and facilities within the plot;

Business Day means any day which is not a Friday, Saturday, or declared public holiday
for the private sector in the Emirate of Abu Dhabi, UAE;

Claims means any or all liabilities, fines, suits, claims, obligations, damages, penalties,
demands, actions, costs and expenses of any kind or nature (including reasonable legal
fees);

Confidential Information means all information disclosed (whether in written or other form)
in confidence or which by its nature ought to be regarded as confidential by or on behalf of
a Party to another Party, including any business information which is not directly applicable
or relevant to the arrangements contemplated by this Agreement;

Control means the power of a person to procure that the affairs of an entity will be
managed in accordance with the wishes of that person, whether:

(a) by means of the holding of shares, or the possession of voting power, in or in

relation to that or any other entity; or

(b) by virtue of any powers conferred by the constitutional documents, or any other
document, regulating that or any other entity,

and “Controls” and “Controlled by” have equivalent meanings;

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Cost of Services means the cost of the provision of the Services incurred by the Facility
Manager either directly or payable to a third party Sub-Contractor. The Cost of Services for
each Operating Year shall be specified in the respective Facility Services Budget and may
be varied by the Parties in accordance with this Agreement;

Developer means the Party so named in the recitals to this Agreement. A reference in this
Agreement to the Developer includes a reference to the Apartment Owners Association to
the extent that the context permits;

Dispute means any dispute between the Parties connected with the formation,
performance, interpretation, nullification (or consequences thereof), termination or
invalidation of this Agreement, or arising from, out of or related to, this Agreement in any
manner whatsoever;

Effective Date means the date of this Agreement, being the date upon which the terms and
conditions of this Agreement come into full force and effect (or such other date that the
Parties agree that the Facility Manager shall commence the provision of Services to the
Apartment Common Areas);

Expert means a person:

(a) with qualifications or experience of not less than seven (7) years standing in the
relevant area or areas which cover the nature of the Dispute;

(b) has no personal or financial interest in the results of any proceedings relating to
the Dispute and/or no relationship with the Dispute or the Parties that may create
an appearance of bias;

(c) is not, and has not in the two (2) years immediately preceding the Dispute been
employed (whether as an employee, consultant or advisor or otherwise) by any
Party (or Affiliate thereof);

Facility Manager means the Party so named in the recitals to this Agreement. A reference
in this Agreement to the Facility Manager includes a reference to the Management Staff
together with, where the context allows, any Sub-Contractors;

Facility Manager's Room means the room within the Apartment Common Areas allocated
by the Developer to the Facility Manager for use by the Facility Manager to enable and
support the provision of the Services (as may be varied from time to time by the Developer);

Facility Services Budget means a financial budget prepared by or on behalf of the Facility
Manager in accordance with international accounting standards setting out the Services
that are intended to be provided to the Apartment Common Areas by the Facility Manager
under this Agreement for the following Operating Year together with the estimated Cost of
Services and the Management Fee;

Force Majeure Event means any of the following acts, causes, circumstances or events
beyond the reasonable control of the Party:

(a) fire, storm, tempest, lightning, earthquake, other exceptional weather conditions
and effects, explosion, epidemic, natural disaster, and/or an act of God;

(b) threat of or preparation for war (whether or not declared), invasion, act of foreign
enemies, hostilities, civil war, rebellion, revolution, insurrection, terrorist or military
action of whatever nature and with whatever effect, confiscation, nationalisation,
any form of usurped power, or any threat of the foregoing;

(c) any form of labour dispute, lock-outs, strikes, boycott, riot, civil commotion and/or
disorder;

(d) decree of, refusal or revocation of any approval, licence, consent or otherwise, by
a Relevant Authority and/or any negligence, failure and/or delay in acting,
approving, supplying and/or completing by any Government Authority;

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 (e) political interference with the normal operations of a Party;

(f) unforeseen site, premises and / or operating conditions, non-availability of

equipment and/or materials, loss and/or damage by any one (1) or more of the
risks contemplated by this Agreement to be insured against by a Party; or

(g) any other act, cause, circumstance or event that materially adversely affects:

(i) the performance of the terms and/or conditions of this Agreement by a Party;
and/or

(ii) a Party’s business or financial condition;

General Fund means the general fund of the Apartment Owners Association as further
defined in the Apartment Strata Management Statement;

Initial Term means the period of three (3) years commencing on the Effective Date;

Intellectual Property means all intellectual property of whatever nature, including, without
limitation, copyrights, domain names, patents, inventions (whether patentable or not),
trademarks, service marks, trade names, design rights, all rights in confidential information,
know-how, all database rights, moral rights, and all rights of whatsoever nature in computer
software and data, in each case whether such intellectual property is registered or
unregistered and including applications for the grant of any such rights and any and all
forms of protection having equivalent or similar effect anywhere in the world and any rights
under licenses in relation to any such rights belonging to, or used under license, by a Party
or any of its Affiliates;

KPI Performance Report means the report referred to in clause 6.3;

Land Department means the Property Registration Administration Department of Abu

Dhabi Municipality or other applicable land registry;

Management Fee means the fee payable to the Facility Manager in respect of the provision
of the Services. The Management Fee for each Operating Year shall be specified in the
approved Facility Services Budget for such Operating Year;

Management Staff means any employees or other staff engaged by the Facility Manager
in connection with the provision of the Services;

Minimum Service Levels means the service levels described in Schedule 2;

Occupier has the meaning given to it in the Apartment Strata Management Statement;

Operating Year means each year of the Initial Term and any Renewal Term commencing
on the Effective Date;

Parties means the Developer and the Facility Manager collectively, and "Party" means
either one of them as the context permits;

Real Estate Law means any law enacted in the Emirate of Abu Dhabi that governs the
horizontal and vertical subdivision of property and/or the management and maintenance of
jointly owned property, common property and/or common facilities within a master
community or Building (including the Building);

Records means full and adequate manuals, registers, books of account and such other
financial records as are necessary to provide and monitor and reflect the results of the
provision of the Services;

Relevant Authority includes, as the context requires:

(a) any national, federal, emirate, state, country, municipal, provincial, local or other
government or any department, commission, board, court, agency, committee or
quasi-governmental unit including any utilities board, local authority or statutory

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 undertaker, whether of the UAE or any other country, or any political sub-division
of it or them that may be applicable in the relevant context

(b) any regulatory authority or entity established to manage, regulate, approve,

maintain, administer and control any activity in or connected to the Building or any
part of it; and

(c) any utility or service provider having jurisdiction over any part of the Building, or
which provides utilities or services to any part of the Building;

Renewal Term means a further period of three (3) years commencing on the day following
the Initial Term;

Schedule means a schedule attached to this Agreement;

Scope of Services means the Services described in Schedule 1 (as may be varied by the
Parties in accordance with the provisions contained in this Agreement);

Senior Officer means the chief executive officer, or the position equivalent to that role, of
the relevant Party;

Services means the facilities management services provided to the Apartment Common
Areas by the Facility Manager in accordance with this Agreement, including, but not limited
to the Scope of Services;

Sub-Contractors means any approved sub-contractors, agents, consultants or other

persons engaged or appointed by the Facility Manager in connection with the provision of
the Services;

Term means the Initial Term and the Renewal Term (if applicable), subject to earlier
termination in accordance with this Agreement; and

UAE means the United Arab Emirates.

1.2 Interpretation

In this Agreement, unless the context otherwise requires:

(a) headings are for convenience only and do not affect the interpretation of this
Agreement;

(b) words importing the neuter gender only shall include the masculine or feminine
gender (as the case may be) and words importing the masculine gender only shall
include the feminine gender and vice versa;

(c) words importing the singular number only shall include the plural number and vice
versa;

(d) the words "other" and "including" will not limit the generality of any preceding
words or be construed as being limited to the same class as any preceding words
where a wider construction is possible;

(e) if there is more than one person or entity comprising a party, then all such
persons or entities comprising the party will be jointly and severally liable for the
obligations of that party under this Agreement;

(f) any reference to:

(i) a statute or a statutory provision:

(A) will be construed as a reference to it as amended, supplemented,

varied, consolidated, modified, extended, re-enacted or replaced from
time to time; and

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 (B) includes reference to any order, legislative instrument, regulation or
other subordinate legislation made from time to time under the relevant
statute or statutory provision;

(ii) a "person" includes:

(A) an individual, body corporate (wherever incorporated), unincorporated

association, firm, association, trust or partnership (whether or not having
separate legal personality), government authority or two or more of the
foregoing;

(B) a reference to the person's Affiliates, executors, administrators,

successors, substitutes (including persons taking by novation) and
permitted assigns (immediate or otherwise); and

(C) in the case of persons that are not natural persons - any successor or
replacement person;

(iii) those of the parties who are individuals are deemed to include their respective
legal personal representatives;

(iv) any thing is a reference to the whole and each part of it collectively and each
of them individually;

(v) a group of persons is a reference to all of them collectively, to any two (2) or
more of them collectively and to each of them individually;

(vi) a "successor" shall be construed so as to mean a successor in title of a person

and any person who under the Applicable Laws of its jurisdiction of
incorporation or domicile has assumed the rights and obligations of such a
person or to which, under such laws or by agreement or otherwise, such rights
and obligations have been transferred;

(vii) a document (including this Agreement) includes a reference to such document

as amended, restated, supplemented, varied or novated from time to time in
accordance with its terms; and

(viii) a clause or a Schedule is a reference to a clause of or Schedule to this

Agreement;

(g) where any word is defined in this Agreement, and a grammatical variation of such
word is capitalised but not defined in this Agreement, such grammatical variation
shall have a corresponding meaning to the definition of such word;

(h) the Schedules to this Agreement will be considered an integral and binding part of
this Agreement and will have effect as if set out in full in the body of this
Agreement and any reference to this Agreement includes the Schedules;

(i) no rule of construction applies to the disadvantage of a party because that party
was responsible for the preparation of this Agreement or any part of it;

(j) a reference to an association or body which has ceased to exist includes the
association or body established in place of the association or body to serve
substantially the same purposes;

(k) a provision of this Agreement which is void or voidable by any party,

unenforceable or illegal must be read down to the extent required to give the
provision legal effect;

(l) any covenant by a party not to do any act or thing shall include a covenant not to
suffer or permit the doing of that act or thing;

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 (m) where a Party's consent is required to anything, it shall be implied that such Party
shall not unreasonably withhold or delay its consent; and

(n) the drafting of this Agreement is in the English language. In the event of an
Arabic translation being prepared for the purposes of any dispute resolution,
litigation or other formal process, the English text shall prevail and be conclusive
in any questions as to the meaning or interpretation thereof.

2 Appointment and Term

2.1 The Developer hereby appoints, and the Facility Manager accepts the appointment as an
independent contractor for the duration of the Initial Term, to provide the Services on the
terms and conditions set out in this Agreement.

2.2 This Agreement will be automatically renewed at the expiry of the Initial Term for the
Renewal Term, unless written notice is given by the Developer to the Facility Manager at
least ninety (90) days prior to the expiry of the Initial Term stating that the Developer does
not wish to renew this Agreement. Any renewal will be on the same terms and conditions of
this Agreement, including this clause 2.2.

2.3 The Parties will promptly do all such things and enter into any such documentation
necessary or desirable to give legal effect to any renewal of this Agreement.

3 Services

3.1 The Facility Manager shall provide the Services to the Developer for the Term of this
Agreement in accordance with the provisions contained in this Agreement.

3.2 Subject to the provisions contained in this Agreement, the Developer shall pay to (or where
applicable reimburse) the Facility Manager the Cost of Services incurred by the Facility
Manager with respect to the provision of the Services monthly in arrears.

3.3 The Developer may at any time vary the Services (including by reducing or extending the
Scope of Services):

(a) by providing not less than sixty (60) days' written notice to the Facility Manager if:

(i) the variation is required under the Apartment Strata Management Statement;
or

(ii) the Developer otherwise considers that the variation is reasonably necessary
in the interests of the efficient management, operation or control of the
Apartment Common Areas; or

(b) immediately, if required to comply with the requirements of any Applicable Law or
Relevant Authority.

3.4 Notwithstanding any reduction in the Scope of Services in an Operating Year, the
Management Fee as specified in the approved Facility Services Budget for such Operating
Year shall remain the same.

3.5 Should the Scope of Services be extended in an Operating Year, the Management Fee for
such Operating Year shall be increased in respect of the additional Services as agreed in
writing between the Parties, or, failing agreement, at fair and reasonable rates and/or prices
as determined by an Expert appointed by the Parties based on any analogous rates and/or
prices, where applicable, contained in this Agreement.

3.6 The cost of the Expert's determination shall be borne by the Parties equally unless
otherwise determined by the Expert.

3.7 If the Parties are unable to agree upon the appointment of an Expert to resolve any Dispute
in respect of the calculation of the adjusted Management Fee under clause 3.4, such
matter shall be resolved in accordance with clause 24.

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3.8 The Parties shall execute such documentation as may be necessary or desirable to give
effect to any variation to the Services, including, without limitation, replacing the Scope of
Services with an updated scope of services that reflects the amended Services to be
provided by the Facility Manager.

4 Facility Manager's Obligations

4.1 In consideration of the payment of the Management Fee and the reimbursement of the Cost
of Services, the Facility Manager must at its own cost and at all times during the Term
provide or procure the provision of the Services, together with all necessary resources and
equipment:

(a) to or in excess of the Minimum Service Levels;

(b) in accordance with the requirements of the Apartment Strata Management

Statement;

(c) using skilled and competent Management Staff and, where applicable, Sub-
Contractors, with appropriate qualifications and experience, appointed in
accordance with clause 5;

(d) in a professional and business-like manner;

(e) in compliance with the terms of all applicable insurance policies;

(f) using good and suitable materials in accordance with specifications required by
Abu Dhabi Municipality;

(g) exercising the skill, care and diligence to be expected of a professional facility
manager, experienced in carrying out services similar to the Services in Buildings
of a similar size, nature and complexity as the Building and in accordance with
best industry practice;

(h) in a timely and expeditious way;

(i) in respect of Sub-Contractors, ensuring that the Facility Manager procures that
such Sub-Contractors give appropriate warranties to the Developer in respect of
their undertakings;

(j) in accordance with all Applicable Laws, the requirements of all Relevant
Authorities and any consents, licences or approvals required to be obtained; and

(k) in good faith, in an ethical manner, and in the best interests of the Developer and
the Apartment Owners.

4.2 The Facility Manager must, in connection with the provision of the Services:

(a) at its own cost, obtain all consents, licences and approvals required to be
obtained, and will provide the Developer with copies of such consents, licenses
and approvals when requested from time to time;

(b) pay on time (or immediately reimburse the Developer on demand) the amount of
any taxes, duties or charges imposed or levied by any Relevant Authority in
connection with the Services;

(c) pay on time all Management Staff and Sub-Contractors employed or engaged by
the Facility Manager strictly in accordance with the terms of engagement or
employment and all Applicable Laws;

(d) co-operate with the Developer, its Affiliates, contractors, agents and
representatives, and comply with all reasonable directions;

(e) comply with all applicable security, operational, occupational health and safety
policies of the Developer and its Affiliates;

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 (f) provide all things and take all measures reasonably within its control to protect
people and property in relation to the Building where failure to do so may render
the Developer or the Facility Manager liable under Applicable Laws;

(g) act in accordance with the standard of care and expertise that would be expected
from a manager of international repute; and

(h) use all reasonable endeavours minimise any inconvenience or disturbance to the
Developer or any Owners or Occupiers of the Building, and not do or permit to be
done anything which may result in damage or injury to any part of the Building,
any neighbouring property or any Owners, Occupiers or other persons.

4.3 The Facility Manager must keep the Developer informed at all times regarding all matters
concerning the provision of the Services. Without limiting the generality of this clause, the
Facility Manager must appoint a representative (being a member of the Management Staff),
who is available during normal Business Days, with the authority to act for and on behalf of
the Facility Manager (subject to such reasonable restrictions as determined by the Facility
Manager), to coordinate, cooperate and provide information to the Developer as required.

4.4 Notwithstanding any other provisions of this Agreement, the Facility Manager must not,
without the prior written consent of the Developer (which may be granted or withheld in the
Developer's sole discretion):

(a) conduct, or permit to be conducted, within the Building, any business or activity
which is not in, or reasonably incidental to, the ordinary course of the provision of
the Services;

(b) create or purport to create any legal or other obligation binding on the Developer;

(c) pledge the Developer's credit or borrow or lend any money in the name of the
Developer; or

(d) give any financial or other guarantees on behalf of the Developer.

5 Management Staff and Sub-Contractors

5.1 Subject to clause 5.4, the Facility Manager will at its own cost employ appropriately trained,
qualified and experienced Management Staff as are necessary to enable the Facility
Manager to perform the Services to or in excess of the Minimum Service Levels.

5.2 The Facility Manager shall provide an on-site management supervisor between 8am and
6pm each Business Day to monitor the provision of the Services.

5.3 Subject to clause 5.4, the Facility Manager may at its own cost appoint and engage
appropriately qualified, reputable and insured Sub-Contractors as are necessary to enable
the Facility Manager to perform the Services to or in excess of the Minimum Service Levels,
provided that:

(a) the Facility Manager must obtain the prior written consent of the Developer before
appointing or engaging any Sub-Contractor (which consent will not be
unreasonably withheld or delayed); and

(b) any Sub-Contractor must be appointed under a form of written agreement

approved in writing by the Developer (which approval will not be unreasonably
withheld or delayed) which:

(i) includes a provision for the granting of a collateral warranty to the Developer
on the written request of the Developer or the Facility Manager to the Sub-
Contractor; and

(ii) includes step-in rights under which the Sub-Contractor:

(A) recognises the rights of the Developer under this Agreement, and

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 includes an acknowledgement by the Sub-Contractor on equivalent
terms to the Facility Manager's acknowledgement under clause ‎5.4(a);

(B) agrees that, upon receipt of a written notice of novation from the
Developer to the Sub-Contractor, the rights of the Facility Manager
under the agreement will be novated to the Developer (or its nominee)
and the Sub-Contractor will recognise the Developer (or its nominee) in
place of the Facility Manager in such instance as if the agreement was
originally entered into between the Developer (or its nominee) and the
Sub-Contractor directly; and

(C) agrees to provide any information or documentation requested by the

Developer in respect of any matter concerning the Sub-Contractor or
any Services performed by the Sub-Contractor.

5.4 The Facility Manager acknowledges and agrees that:

(a) the Developer will not have any liability towards any Management Staff or Sub-
Contractors, including in relation to amounts payable for their services or in
relation to work or residence visas;

(b) the acts and omissions of Management Staff and Sub-Contractors will be deemed
to be acts and omissions of the Facility Manager for the purposes of this
Agreement; and

(c) nothing in this Agreement will alter or reduce the obligation of the Facility
Manager to provide or procure the provision of the Services in accordance with
this Agreement.

6 Records and Reporting

6.1 The Facility Manager shall keep or cause to be kept the Records, which shall at all times be
kept at the Building. The Records shall be kept in accordance with generally accepted
management standards and accounting principles.

6.2 Records relating to or reflecting the operation of the Apartment Common Areas and/or the
provision of the Services shall be available to the Developer and/or its representatives at
any time and without notice to the Facility Manager for the purposes of examination, audit,
inspection, and copying (subject only to providing reasonable notice where the
circumstances so demand).
th
6.3 On or before the tenth (10 ) Business Day of each month, the Facility Manager shall
provide, or cause to be provided, to the Developer, a KPI Performance Report (containing
such detail and information as the Developer may require) of the actual performance of the
Services against the Minimum Service Levels for the previous month.

6.4 On or before the date being one calendar month plus fifteen (15) Business Days after the
first anniversary of the Effective Date, and each subsequent anniversary of that date, the
Developer:

(a) shall invite the Facility Manager to make a submission in relation to such reports
and their contents; and

(b) shall review the previous 12 months' KPI Performance Reports and the Facility
Manager’s submission, if any.

6.5 The Facility Manager must keep or cause to be kept an accurate Assets Register and
regularly inspect and update such register from time to time (but not less than once every
six (6) months).

6.6 The Facility Manager must advise the Developer upon discovery of any significant change
to the Assets Register and provide to the Developer a copy of the updated Assets Register
when requested (but in any event, not less than once every six (6) months).

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7 Facility Services Budget

7.1 As at the date of this Agreement, the Parties have agreed upon the Facility Services Budget
for the first Operating Year.

7.2 The Facility Manager must, no later than two (2) months prior to the expiry of each
Operating Year, provide to the Developer for approval its proposed Facility Services Budget
for the following Operating Year.

7.3 The Facility Manager must, no later than three (3) months from the expiry of each
Operating Year, provide to the Apartment Association Manager its estimation of the cost of
the Services intended to be provided by the Facility Manager in the following Operating
Year.

7.4 The Developer must not unreasonably withhold or delay its approval to the Facility Services
Budget provided the Cost of Services and the Management Fee specified in the Facility
Services Budget prepared by the Facility Manager represents fair market value for
comparable services.

7.5 Should the Parties be unable to agree upon the Facility Services Budget or the Cost of
Services for the next Operating Year, the matter shall be determined by an Expert
appointed by the Parties and the cost of the Expert's determination shall be borne by the
Parties equally unless otherwise determined by the Expert.

7.6 If the Parties are unable to agree upon the appointment of an Expert under clause 7.5,
such matter shall be resolved in accordance with clause 24.

7.7 Until such time as the Facility Services Budget has been agreed by the Parties (or
determined by the Expert) the Facility Manager shall continue to provide the Services under
the Facility Services Budget for the previous Operating Year increased by five (5) per cent.

7.8 Except in the case of an emergency, the Facility Manager must not, without the prior written
consent of the Developer (not to be unreasonably withheld), incur any expenses in respect
to the provision of the Services that will result in the Cost of Services being significantly
over the estimated Cost of Services specified in the approved Facility Services Budget.

8 Management Fee

8.1 In consideration of the performance of the Services, and subject to the provisions contained
in this Agreement (including in particular clause 8.2), the Developer shall pay the
Management Fee to the Facility Manager at the end of each period in which service
charges are payable by the Apartment Owners under the Apartment Strata Management
Statement.

8.2 The Developer may withhold payment of the Management Fee, or set off or deduct any
amount from the Management Fee, if and to the extent:

(a) that the Services are not provided to the Minimum Service Levels or otherwise in
accordance with this Agreement;

(b) that the Facility Manager is in breach of any other obligation under this
Agreement, and has failed to comply with a written notice from the Developer
requiring the breach to be rectified; or

(c) that any amount is owed to the Developer (or any of the Developer's Affiliates) by
the Facility Manager.

9 Insurance

9.1 The Facility Manager must take out and maintain (and ensure that its Sub-Contractors take
out and maintain, where applicable) comprehensive policies of insurance in respect of
public liability, contractors all risk, workers’ compensation and any other risks which the
Developer requires or which a prudent person engaged to provide the Services would

11
 obtain.

9.2 Each policy of insurance obtained by the Facility Manager in accordance with this clause
will be in amounts, on terms, and with reputable and appropriately licensed insurers,
approved by the Developer, and will note the Developer's as a beneficial interested party on
such policies.

9.3 On or prior to the Effective Date and subsequently upon receipt of any request from the
Developer, the Facility Manager will provide the Developer with copies of each policy of
insurance required to be obtained by the Facility Manager in accordance with this
Agreement.

9.4 The Facility Manager will not do or omit to do anything which may invalidate any insurance
cover obtained by the Facility Manager in accordance with this clause, or which may
invalidate or increase any amount payable in respect of any insurance obtained by or on
behalf of the Developer or any of its Affiliates in respect of the Building.

9.5 If the Facility Manager is an affiliate of the General Manager, the Developer may accept an
insurance policy from the General Manager where the insured is both the General Manager
and the Facility Manager.

9.6 The insurance premiums payable for the insurances obtained by the Facility Manager under
this clause 9 shall form part of the Cost of Services recoverable by the Facility Manager.

10 The Developer's Obligations

10.1 In consideration of the Facility Manager performing its obligations under this Agreement,
the Developer agrees to:

(a) provide information reasonably requested by the Facility Manager which is

contained in manuals, registers or records owned or controlled by the Developer,
subject to any confidentiality or other restrictions which exist;

(b) use reasonable endeavours to provide the Facility Manager with reasonable
access to the Building;

(c) provide to the Facility Manager reasonable access to the Facility Manager's
Room (or such other room within the Building as determined by the Developer in
its absolute discretion) to enable and support the Facility Manager in providing the
Services; and

(d) use reasonable endeavours to ensure that the Developer’s Affiliates, employees,
contractors and agents cooperate with the Facility Manager,

but in each case only to the extent necessary to enable the Facility Manager to perform or
procure the performance of the Services in accordance with this Agreement.

10.2 The Developer must appoint a representative, who is available during normal Business
Days, with the authority to act for and on behalf of the Developer (subject to such
reasonable restrictions as determined by the Developer), to coordinate, cooperate and
provide information to the Facility Manager as required.

11 Apartment Strata Management Statement

11.1 The Facility Manager acknowledges and agrees that:

(a) as at the Effective Date, the Apartment Owners Association has not been legally
formed;

(b) until such time as the Apartment Owners Association is legally formed, the
Developer intends to undertake the functions (and have such rights and
obligations) of the Apartment Owners Association as contemplated under the
Apartment Strata Management Statement;

12
 (c) the Developer appoints the Facility Manager under this Agreement in its capacity,
and for and on behalf of, the Apartment Owners Association and the Apartment
Owners, under the Apartment Strata Management Statement; and

(d) upon its formation, the Apartment Owners Association may, pursuant to the
Apartment Strata Management Statement, ratify any appointment of the Facility
Manager by the Developer.

11.2 Upon legal formation of the Apartment Owners Association, the Developer may:

(a) without limiting the Developer's rights under clause 13.4, assign all of its rights
and obligations under this Agreement (including the benefit of any indemnities
and policies of insurance) to the Apartment Owners Association (and/or the
Apartment Owners);

(b) require the Facility Manager to novate this agreement to the Apartment Owners
Association (and/or the Apartment Owners); or

(c) terminate this Agreement by giving notice in writing to the Facility Manager,
provided that the Apartment Owners Association has failed to ratify the
appointment of the Facility Manager pursuant to the Apartment Strata
Management Statement.

12 Capacity of the Developer

12.1 The Developer enters into this Agreement in its capacity of Developer on behalf of the
Apartment Owners Association and the Apartment Owners pursuant to the Apartment
Strata Management Statement.

12.2 The Developer makes no warranty that, upon legal formation of the Apartment Owners
Association, the Apartment Owners Association will ratify this Agreement or that the Facility
Manager will be able to undertake or provide all or any of the Services to the Apartment
Common Areas following the legal formation of the Apartment Owners Association and/or
the enactment of the Real Estate Law.

12.3 Upon the request of the Developer, the Facility Manager must accept a novation of this
Agreement from the Developer in favour of the Apartment Owners Association (or the
Apartment Owners) once the Apartment Owners Association is legally formed under the
Real Estate Law. Upon such novation, all references in this Agreement to the Developer
shall be a reference to the Apartment Owners Association (unless such reference was to
the Developer acting in its own capacity).

12.4 The Developer shall not be liable to perform its obligations under this Agreement, including,
but not limited to, the payment of the Management Fee to the Facility Manager except to
the extent that the Developer has been able to enforce the obligations of the Apartment
Owners pursuant to the Apartment Strata Management Statement and has received
sufficient Apartment Service Charges from the Apartment Owners to pay the Management
Fee to the Facility Manager.

13 Assignment

13.1 The Facility Manager shall not, without the prior written consent of the Developer (which
consent may be withheld in the Developer's sole discretion) assign, transfer, encumber or
deal in any other manner with this Agreement or any of its rights under it, or purport to do
any of the same, nor sub-contract any or all of its obligations under this Agreement.

13.2 In the event that there is a proposed change in Control of the Facility Manager, then that
proposed change in Control shall be deemed as a proposed assignment of this Agreement,
and be subject to the terms of this clause 13.

13.3 the Facility Manager will, prior to the Effective Date and upon receipt of any subsequent
request by the Developer, provide the Developer with a copy of the Facility Manager's
certificate of incorporation, trade licence, company register and any additional information

13
 required by the Developer in order to confirm the ultimate beneficial ownership or corporate
structure of the Facility Manager from time to time.

13.4 The Developer may assign, transfer or otherwise deal with its rights and obligations under
this Agreement at any time without the consent of the Facility Manager. The Facility
Manager will sign all documents and do all things as may be requested by the Developer in
order to give effect to any assignment or other dealing under this clause. With effect from
any transfer or assignment of the Developer's rights and obligations, the Developer will be
released from any and all obligations or other claims arising under or in connection with this
Agreement (other than any obligations or claims arising prior to the date of transfer or
assignment).

14 Liabilities and Indemnities

14.1 The Facility Manager shall indemnify, defend and hold the Developer harmless against all
direct Claims (including court costs and legal fees) arising from the Facility Manager’s
performance of this Agreement; and/or any breach of this Agreement or negligence by the
Facility Manager, except to the extent that such Claims arise as a direct result of wilful
misconduct of the Developer.

14.2 The provisions of this clause 14 shall survive the expiry or earlier termination of this
Agreement.

15 Damage to the Apartment Common Areas

15.1 If during the Term the Apartment Common Areas or any unfixed goods and materials being
used in connection with the Apartment Common Areas (or the Building) or any part of them
and/or access to the whole or any part of them, suffers damage or destruction, such that
one or more Services cannot be performed, the provision of such Services shall be
suspended and the Developer shall not be required to pay the Facility Manager the
Management Fee in respect of such Services for the period that such Services cannot be
performed.

16 Default and Termination

16.1 Termination at Will

(a) Either Party may terminate this Agreement at any time and without any obligation
to show cause by providing not less than ninety (90) days written notice of
termination to the other Party.

(b) The termination of the Agreement under clause 16.1(a) will not give rise to any
right or claim to compensation or other similar payment from either Party against
the other Party.

16.2 Termination by Developer

If the Facility Manager:

(a) fails to rectify any breach of this Agreement within sixty (60) days of a written
notice from the Developer requiring it to do so;

(b) becomes bankrupt, enters into liquidation, becomes insolvent, makes a general
assignment for the benefit of creditors or if any similar proceedings are instituted;
or

(c) assigns, transfers or otherwise deals its interest under this Agreement without the
Developer's consent in accordance with clause 13.1,

the Developer may terminate this Agreement with immediate effect by giving notice in
writing to the Facility Manager.

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16.3 Termination by the Facility Manager

If the Developer:

(a) fails to rectify any breach of this Agreement within sixty (60) days of a written
notice from the Facility Manager requiring it to do so; or

(b) becomes bankrupt, enters into liquidation, becomes insolvent, makes a general
assignment for the benefit of creditors or if any similar proceedings are instituted;
or

the Facility Manager may terminate this Agreement with immediate effect by giving notice in
writing to the Developer.

16.4 Effective Termination

Termination of this Agreement (whether under this clause 16.4, clause 11.2, clause 18.2
or elsewhere in this Agreement) will be:

(a) effective upon a Party giving notice in writing as required by this Agreement, and
will not require a court order or completion of any legal or other process;

(b) without prejudice to any other rights or remedies arising prior to the date of
termination, or which a Party may have under this Agreement or Applicable Laws;
and

(c) subject to those provisions in this Agreement which are stated to continue
notwithstanding any expiry or termination of this Agreement.

16.5 Transition and Step In Rights

If this Agreement expires or terminates for any reason:

(a) the Facility Manager will provide transition services or other reasonable
assistance for a period of ninety (90) days to the Developer to allow an orderly
transfer of the Services to the Developer or its nominee with minimal disruption
and will, at the Developer's request, assign to the Developer any contract entered
into by the Facility Manager in connection with the Services;

(b) the Facility Manager will hand over to the Developer any and all agreements,
accounts, books, registers, records, plans, specifications, keys or other
documents or things in the Facility Manager's possession or control which relate
to the provision of the Services;

(c) the Developer may (but will not be obliged to) exercise step in rights under any
agreement entered into by the Facility Manager with any Sub-Contractor as
contemplated by clause 5.2;

(d) subject to any other provision contained in this Agreement, the Facility Manager
shall be paid for all Services provided during the transition of the Services to the
Developer (or its nominee) including its Management Fee and the Cost of
Services in respect of such Services; and

(e) subject to any other provision contained in this Agreement, the Facility Manager's
liability to perform or provide the Services shall end upon assignment of the of the
service contract to the Developer.

16.6 Facility Manager's Indemnity

The Facility Manager will indemnify the Developer and will hold the Developer harmless
against all actions, claims, demands, proceedings, costs and expenses incurred or suffered
by the Developer in connection with the enforcement of this Agreement, any breach of this
Agreement by the Facility Manager or any termination of this Agreement by the Developer
under clause ‎(a).

15
17 Representations and Warranties

17.1 Each Party warrants and represents to the other Party that:

(a) it is duly incorporated and in good standing under the laws of the jurisdiction in
which it is incorporated and has and will at all times have the necessary power to
enter into and perform its obligations under this Agreement;

(b) it has duly executed and delivered this Agreement;

(c) it has the full power and authority to execute, perform and observe this
Agreement;

(d) it has obtained all necessary approvals and consents to authorise the execution,
performance and observance of this Agreement, and the necessary approvals
and consents will remain in full force and effect at all times during the Term;

(e) the execution, performance and observance of this Agreement will not result in
any breach of its Memorandum and Articles of Association, or any provision
contained in any agreement or instrument to which it or any Affiliate is bound, or
any Applicable Law;

(f) this Agreement will when executed constitute legally valid and binding obligations
on such Party, enforceable in accordance with its terms; and

(g) there is no pending or, to the best of that Party’s knowledge threatened, action,
suit, investigation, arbitration or other proceeding that would impair the ability of
that Party to perform its obligations under this Agreement.

17.2 Each Party acknowledges that the other Party is entering into this Agreement in reliance
upon each of the warranties in clause ‎17.1.

18 Force Majeure Events

18.1 Where a Party is unable to perform any of its obligations under this Agreement by reason of
a Force Majeure Event, that Party will be excused from performance of those obligations for
the duration of the Force Majeure Event provided that the Party has:

(a) given written notice as soon as practicable after the Force Majeure Event starts,
together with a detailed description of the Force Majeure Event and supporting
documents; and

(b) used all reasonable endeavours to minimise the extent by which the Force
Majeure Event affects the performance of that Party's obligations under this
Agreement.

18.2 Either Party may terminate this Agreement by giving written notice to the other Party if a
Force Majeure Event prevents the performance by a Party of any of its obligations under
this Agreement for a period of three (3) months or more after the date on which written
notice of the Force Majeure Event is provided under clause 18.1(a).

18.3 If more than one event causes the performance of this Agreement to be substantially
prevented or delayed, and the cause of at least one of those events is not a Force Majeure
Event, then to the extent that the preventions or delays are concurrent the Party relying on
the Force Majeure Event shall not be excused from the performance or the punctual
performance (as the case may be) of such of its obligations as are prevented or delayed by
such events.

16
19 Publicity

19.1 Neither Party is to publicise or advertise or issue any information to the media about this
Agreement without the prior written consent of the other Party.

19.2 For the avoidance of doubt, this clause does not preclude either Party from generally
promoting itself or its services.

19.3 The provisions of this clause 19 shall survive the expiry or earlier termination of this
Agreement.

20 Confidentiality

20.1 Subject to clause ‎20.2, the Parties will keep the terms of this Agreement and any
Confidential Information strictly private and confidential and each Party must

(a) not use the Confidential Information for any purpose other than the performance
of its obligations or the exercise of its rights under this Agreement; and

(b) make all reasonable efforts to prevent the use or disclosure of Confidential
Information other than as permitted by this Agreement.

20.2 A Party may disclose Confidential Information to:

(a) its professional advisers, bankers, financial advisers and financiers, to the extent
reasonably necessary and subject to those persons providing an undertaking to
keep the Confidential Information disclosed confidential in accordance with the
terms of this Agreement; or

(b) comply with Applicable Laws or the requirements of any Relevant Authority.

20.3 This clause will not apply to information which becomes available in the public domain other
than by reason of an unauthorised disclosure.

20.4 This clause will survive any expiry or termination of this Agreement.

21 Intellectual Property

21.1 All Intellectual Property already existing at the Effective Date and belonging exclusively to a
Party shall remain in the sole ownership of such Party, and the other Party shall not dispute
such ownership.

21.2 This clause will survive any expiry or termination of this Agreement.

22 Notices

22.1 Any notice given under this Agreement must be in writing and signed by or on behalf of the
Party giving it. Notices must be served by delivering it personally or sending it by registered
post or fax to the address and for the attention of the relevant Party as set out in the recitals
to this Agreement or at such other address as notified in writing by a Party to the other
Party from time to time.

22.2 Any notice given under this Agreement will be deemed to have been received:

(a) if delivered personally, at the time of delivery provided that:

(i) if delivery occurs before 9.00 am on a Business Day, the notice will be deemed
to have been received at 9.00 am on that day; and

(ii) if delivery occurs after 5.00 pm on a Business Day, or on a day which is not a
Business Day, the notice will be deemed to have been received at 9.00 am on
the next Business Day.

(b) if sent by registered post, at 9.00 am on the second Business Day after posting;

17
 and

(c) in the case of fax, at the time of transmission.

22.3 A notice given under this Agreement will not be validly given if sent by email.

23 General

23.1 Acknowledgements

The Facility Manager acknowledges and agrees that in entering into this Agreement the
Facility Manager has not relied on any representation, warranty or other assurance made
by or on behalf of the Developer (whether negligently or innocently made) other than those
expressly set out in this Agreement or annexed to it as a Schedule. No written or oral
representation, correspondence or statement, including any promotional or sales literature,
forms part of or is incorporated by reference into this Agreement.

23.2 Entire Agreement

This Agreement, including the Schedules, constitutes the entire agreement and
understanding of the Parties and replaces and supersedes any previous agreements
between the Parties relating to the subject matter of this Agreement.

23.3 Counterparts

This Agreement may be executed in any number of duplicate parts all of which taken
together will on exchange constitute one Agreement.

23.4 Variation

This Agreement cannot be changed or modified except by another agreement in writing

signed by the Parties.

23.5 Further Assurance

Each Party must do or procure to be done any and all further acts and things, and must
execute or procure the execution of any and all documents, as may be required for the
purpose of giving the other Party the full benefit of the provisions of this Agreement.

23.6 Invalidity

In case any provision of this Agreement is held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions of this Agreement will not in
any way be affected or impaired.

23.7 No Waiver

The failure of the Developer to insist upon the strict performance of any of the provisions of
this Agreement will not be construed as a waiver of any provisions or the relinquishment of
any rights, and each provision of this Agreement will continue in full force and effect.

23.8 The Developer's Consent

If under this Agreement the Facility Manager is required to obtain the Developer's consent
or approval, the giving of that consent or approval will not:

(a) in any way affect or limit the Facility Manager's obligations under this Agreement
or Applicable Laws; or

(b) constitute a representation or warranty by the Developer that the Facility Manager
is in compliance with this Agreement or Applicable Laws, nor will the Developer
be in any way liable or responsible for any legal or other consequences of any act
or thing done in accordance with or as a direct or indirect result of the consent or
approval being given.

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23.9 Change of Law

(a) If there is any change to any Applicable Laws that affects the rights and
obligations of the Parties as set out in this Agreement, the Parties agree to
mutually vary this Agreement as may be necessary to give effect to the intention
of the Parties as set out in this Agreement.

(b) If a change to any Applicable Laws results in either Party being unable to perform
its obligations under this Agreement or substantially and detrimentally impacts
upon the Party being able to perform such obligations, either Party may terminate
this Agreement by written notice to the other Party.

23.10 Language

This Agreement has been prepared, completed and executed in the English Language.
The Parties agree that in the event of any inconsistency between this Agreement and any
translation of this Agreement, the English version will prevail.

23.11 No Partnership

The Facility Manager has been appointed as an independent contractor and nothing in this
Agreement will be deemed to constitute a partnership, joint venture, employer/ employee
relationship or any other similar type of association between the Developer and the Facility
Manager.
24 Dispute Resolution

(a) A Party will give prompt written notice of any Dispute to the other Party (a
"Dispute Notice"). Such Dispute Notice will include sufficient details of the
Dispute to enable the other Party to consider and formulate its position in relation
to the Dispute.

(b) Any Dispute shall be settled amicably between the Parties within a period of
fifteen (15) Business Days from the date of the Dispute Notice given under clause‎
‎24(a).

(c) If a Dispute is not settled in accordance with clause‎ ‎24(b) then, promptly upon
the written request of either Party, such Dispute will be referred to the Senior
Officers for resolution.

(d) Within ten (10) Business Days of the Dispute being referred to them under clause‎
‎
24(c), the Senior Officers will communicate and attempt to negotiate in good faith
a resolution of the Dispute. If the Senior Officers cannot resolve the Dispute
through negotiation within twenty (20) Business Days after the matter is referred
to them under clause‎‎24(c), then such Dispute shall be finally settled under the
Rules of Arbitration of the London Court of International Arbitration (the "Rules")
by one (1) arbitrator appointed in accordance with the Rules, the place of the
arbitration shall be the Emirate of Abu Dhabi and the language of the arbitration
shall be English.

(e) Nothing in this clause 24 shall prevent either Party from applying to the courts of
any country for injunctive or other interim relief.

(f) Notwithstanding any Dispute or reference of certain Disputes (or part of certain
disputes) for determination by arbitration under this Agreement, the Parties will
continue to comply with their respective obligations under this Agreement pending
determination.

(g) The provisions of this clause 24 shall survive the expiry or earlier termination of
this Agreement.

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25 Governing Law

25.1 This Agreement will be governed by and construed in accordance with the laws of the
Emirate of Abu Dhabi and the federal laws of the UAE as applicable in the Emirate of Abu
Dhabi.

20
IN WITNESS WHEREOF, this Agreement is executed by or on behalf of the Parties on the date set
out in Item 1:

Executed by the Developer

Signed by Aldar Properties PJSC )

)
)
)
By executing this agreement the signatory warrants
that the signatory is duly authorised to execute this
agreement on behalf of Aldar Properties PJSC:

Witness signature: ) sign here:

Witness name (block letters): ) print name:

Witness address: )
)
)

)
Occupation of witness: )

Executed by the Facility Manager

Signed by [insert Facility Manager entity] )

)
)
)
By executing this agreement the signatory warrants
that the signatory is duly authorised to execute this
agreement on behalf of [insert Facility Manager
entity]

Witness signature: ) sign here:

Witness name (block letters): ) print name:

Witness address: )
)
)

)
Occupation of witness: )

21
Schedule 1: Scope of Services

22
Schedule 2: Minimum Service Levels

23