Final Infrastructure Eagle Hills Properties LLC Tender Document

4 mo
EAGLE HILLS PROPERTIES INTERNATIONAL LLC
TENDER DOCUMENTS FOR
ROADS, INFRASTRUCTURE, TRAFFICIMPACT

STUDY,
GEOTECHNICAL INVESTIGATION
&
ENVIRONMENTAL IMPACT STUDY
CONSULTANCY SERVICES
31st JULY 2014
INFRASTRUCTURE
EAGLE HILLS PROPERTIES INTERNATION LLC
ROADS, INFRASTRUCTURE, TRAFFICIMPACT STUDY,
&
CONTENTS
Section
Instructions to Tenderers 1
Form of Tender 2
Attachment A1 to A8 3
Employer's Standard Consultancy

Agreement (excluding Schedules) 4
Schedules 1 to 8 of the Consultancy

Agreement 5
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&
SECTION 1:
INSTRUCTIONS TO TENDERERS
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INDEX
Page
No.
1. Definitions 1
2. The Project and Scope of Services 1
3. Tender Documents 2
4. Notification of Intent to Tender 3
5. Addenda to Tender Documents 3
6. Clarifications, Interpretations and explanations 3
7. Submission of Tenders 3
8. Tender Documentation 4
9. No Alterations to Tender Documents 5
10. Currency of Tender 5
11. Validity of Tender 5
12. Language 6
13. Visiting the Site 6
14. Opening of Tenders 6
15. Evaluation of Tenders 6
16. Acceptance or Rejection of Tenders 7
17. Previous Discussions and Documents Superseded 7
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INSTRUCTIONS TO TENDERERS i
1. DEFINITIONS
1.1 In the Tender Documents the following words and expressions shall have the
meanings hereby assigned to them except where the context otherwise requires.
1.2 “Tenderer” means each party to which an Invitation to Tender is issued for the
purpose of submitting a Tender regardless of whether or not any particular such
party completes and submits a Tender.
1.3 “Services” means the services described in Schedule 2 of the Consultancy

Agreement.
1.4 "Project" as particularly described in Schedule 1 of the Consultancy Agreement.
1.5 “Employer” means Eagle Hills Properties International LLC.
1.6 Not Used.
1.7 “Form of Tender” means the form of tender forming part of the Tender
Documents.
1.8 “Instructions to Tenderers” mean these Instructions to Tenderers.
1.9 “Invitation to Tender” means the letter described as such from the Employer’s
Representative to the Tenderer inviting it to submit a Tender.
1.10 “Tender” means the Tenderer’s priced offer to the Employer for the provision of
the Services.
1.11 “Tender Documents” means the documents accompanying the Invitation to

Tender as listed in paragraph 3.1 below.
1.12 “Tender Period” means the period from the date of issue by the Employer’s
Representative to the Tenderer of the Invitation to Tender and the Tender
Documents to the date set for the delivery of the Tenders as stated in paragraph
7.1 below.
1.13 The headings used in these Instructions to Tenderers shall not be deemed to be
a part hereof or be taken into consideration in the interpretation or construction
hereof.
1.14 All dates and periods of time referred to in the Tender Documents and in the
documents referred to in paragraph 8.1 below shall be ascertained in accordance
with the Gregorian calendar.
2. THE PROJECT AND SCOPE OF SERVICES
2.1 The project’s vision is to create a luxury Golf Estate in Luanda on a 218.8 ha plot
of land with pristine sea views. The project shall contain the following:
 18 Hole Golf Course

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 Golf Villas
 Non Golf Villas
 A Golf Club house
 Apartments
 Retail Centre
2.2 The Scope of Services is to provide complete, coordinated and comprehensive

roads, infrastructure, traffic impact study, geotechnical investigation and Environmental
Impact assessment Consultancy services for the Project.
3. TENDER DOCUMENTS
3.1 The documents being issued to the Tenderers for the purpose of preparing a
Tender (the “Tender Documents”) comprise:
(i) these Instructions to Tenderers
(ii) the Form of Tender
(iii) Attachment A1 to A7
(iv) the Employer's Standard Consultancy Agreement (excluding Schedules)
(v) Schedules 1 to 8 of the Consultancy Agreement
(vi) Manning Schedule (editable) , PDF copy of the RFP and Concept Design
3.2 The Tender Documents are transmitted to the Tenderer solely for the purpose of
the Tenderer preparing and submitting a Tender in accordance therewith. The
Tenderer shall keep confidential and shall not release to any third party any of the
foregoing items. The obligations of the Tenderer under this paragraph shall
continue notwithstanding the expiration or termination of this or any other
agreement subsequently entered into by and between the Tenderer and the
Employer. The Tenderer shall ensure that confidentiality is maintained by any sub-
consultant that he passes information to for the purpose of preparing and
submitting a Tender. The obligations set out in the Confidentiality Agreement
signed by the Tenderer shall apply equally to each and every sub-consultant that
is provided with any such information and any breach of such Confidentiality
Agreement caused by such sub-consultants shall be deemed to be a breach
caused by the Tenderer.
3.3 Tenderers are required to check against the relevant index/contents list to ensure
and satisfy themselves that they are in possession of each and every page which
comprise the Tender Documents.
3.4 The Tenderer shall return the Tender Documents forthwith to the Employer
(marked for the attention of the Chairman of the Tender Committee) at its
principal offices at if and upon the first to occur of the Tenderer concerned
electing not to submit a Tender or the Tenderer concerned being notified by the
Employer that the Tender of another has been accepted or that its own Tender
will not be accepted.
4. NOTIFICATION OF INTENT TO TENDER
4.1 Failure of any particular Tenderer to advise the Employer of its intent to submit a
Tender and its agreement to the terms, conditions and provisions of these
Instructions to Tenderers by completing and signing the acknowledgment at the
end of the duplicate of the Invitation to Tender and returning the said duplicate to
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the Employer in accordance with the said Invitation may result in the rejection of
any Tender submitted by that Tenderer.
5. ADDENDA TO TENDER DOCUMENTS
5.1 The Employer may, at any time or times not being less than two (2) days prior to
the latest time stated in paragraph 7.1 below for the delivery of Tenders, issue
and despatch to all Tenderers by electronic mail, an addendum containing a
variation, addition, deletion, clarification and/or rectification to, from or of any of
the Tender Documents or of any earlier addendum issued under this paragraph
5.1. Any such addendum shall form part of the Tender and shall be valid and
binding on all Tenderers. Each Tenderer must acknowledge by return the receipt
of each addendum by electronic mail to cm@eaglehills.com and must complete
paragraph 2 of its Form of Tender with the reference number and date of issue of
each addendum.
6. CLARIFICATIONS, INTERPRETATIONS AND EXPLANATIONS
6.1 Should the Tenderer require clarification, an explanation or an interpretation in

respect of any part of the Tender Documents or of any addendum issued in
accordance with paragraph 5 above or as to any other relevant matter or thing,
the Tenderer must request such required clarification, explanation or
interpretation by electronic mails to the Employer on cm@eaglehills.com not
less than seven (5) days prior to the latest time stated in paragraph 7.1 below for
the delivery of Tenders.
6.2 As soon as practicable after receipt of any such e-mailed request, the Employer
will reply by circulating a letter by e-mail to all Tenderers with the requested details
and, if the Employer thinks appropriate, rectifying the point raised by the Tenderer
and, if such requested details or rectification are in the Employer opinion a matter
of substance requiring a change in the Tender Documents or in any addenda
issued in accordance with paragraph 5 above, an addendum containing the
same will be issued in accordance with the said paragraph.
6.3 No clarification, explanation, interpretation or rectification, (whether or not

following a e-mailed request from a Tenderer under paragraph 6.2 above) shall
be binding or have any legal validity whatsoever unless the same be made both
by the Employer and in writing.
7. SUBMISSION OF TENDERS
7.1 All tenders to be sent via email on or before the submission tome to
cm@eaglehills.com.
7.2 NOT USED
7.3 NOT USED

7.4 The client shall send email confirmation of the receipt of tender
7.5 Tenders submitted by mail or via courier are acceptable. A facsimile will not be
accepted in lieu of a sealed Tender nor will a facsimile of the sealed Tender be
accepted.
7.6 No Tender once delivered to the Employer’s Representative may be added to,
amended or withdrawn at any time whatsoever save at the written request or with
the written consent of the Employer’s Representative.
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8. TENDER DOCUMENTATION
8.1 In order to tender, the Tenderer must submit the following documents by the time
and in the manner stated in paragraphs 7.1, 7.2 and 7.3 above, such documents
bearing the stamp of the Tenderer in the bottom right hand corner of each page:
(a) The Form of Tender (including Appendix A thereto) duly completed, signed
and witnessed. The Form of Tender must be dated and signed by some
person(s) authorised to sign tenders for and on behalf of the Tenderer.
Each page of the Form of Tender is to be initialled by the same person(s).
(b) Each of the following Tender Documents, signed on their respective first
pages and initialled on each subsequent page by the person who signed
the Form of Tender.
(i) these Instructions to Tenderers

(ii) Attachment A1 to A7
(iii) the Employer's Standard Consultancy Agreement (excluding
Schedules)
(iv) Schedules 1 to 8 of the Consultancy Agreement
(c) The following additional documentation in each case signed on the first
page and initialled on each subsequent page by the person who signed
the Form of Tender. Such first page shall in each case be headed
"Luanda Golf Estate" followed thereunder by the name of the applicable
schedule referred to in brackets at the end of each of the following sub-
paragraphs.
(i) List of any proposed sub-consultants together with details of the

corresponding parts of the Services to be performed by such sub-
consultants (Schedule A1: Proposed Sub-Consultants)
(ii) A proposed organisation chart for the provision of the Services

showing the lines of responsibility and communication between the
Tenderer's key personnel, between the Tenderer's sub-consultants’
key personnel (if applicable) and between the Tenderer and its sub-
consultants and the Employer (Schedule A2: Organisation Charts)
(iii) Names and qualifications of the Tenderer’s proposed key

personnel and (if applicable) its sub- consultants proposed key
personnel together with evidence of their experience in and
suitability for the services for which they will be responsible.
(Schedule A3: Key Personnel)
(v) Job description for each of the key roles within the Tenderer's
proposed team including (if applicable) its sub- consultants
(Schedule A4: Job Descriptions)
(vi) Evidence of the Tenderer's current Professional Indemnity

Insurance and Public Liability Insurance cover (Schedule A5:
Insurances)
(vii) Details of the Consultant’s standard QA/QC procedures to be

adopted on the Project. (Schedule A6: QA/QC Procedures)
(viii) Evident of a valid Trade License. (Schedule A7:Trade License)

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8.2 Any failure to provide any or any part of the documents and information
described in paragraph 8.1 above, may result in the Tender being rejected by
the Employer’s Representative as being invalid without further notice to the
Tenderer.
8.3 The completion of all documents shall be in indelible ink or typewritten and, in
the former case, shall be in capital letters. Any alteration or erasure must be
initialled.
9. NO ALTERATIONS TO TENDER DOCUMENTS
9.1 No erasure, alteration or addition shall be made by the Tenderer to the Tender
Documents other than completing, signing and witnessing the Form of Tender.
The documents referred to in paragraph 8.1 above shall not include copies of
the Tender Documents produced by scanning the originals thereof or re-typed
versions of the Tender Documents in lieu of the said originals.
10. CURRENCY OF TENDER
10.1 The sums and rates to be inserted in the Form of Tender shall be expressed in
United Stated Dollars (US$).
11. VALIDITY OF TENDER
11.1 The Tender shall be valid and binding upon the Tenderer for a period of ninety
(90) days from the latest date fixed for receiving the same as described in
paragraph 7.1 above and it may be accepted at any time before the expiration of
that period.
12. LANGUAGE
12.1 All communications between the Employer’s Representative and the Tenderer
and all the Tender Documents shall be in the English language.
13. VISITING THE SITE
13.1 A site visit shall be arranged between the Employer and Tenderer at a
convenient time
14. OPENING OF TENDERS
14.1 The Tenders will be opened in private by the Tender Committee of the Employer.
15. EVALUATION OF TENDERS
15.1 The Tenderer may be required, at its own cost, to visit the Employer’s
Representative’s offices after the delivery of its Tender in order to discuss any
aspect of its Tender as required by the Employer’s Representative and to
answer any queries raised by the Employer’s Representative. The Tenderer
shall make available at the meeting it’s key personnel as put forward under
Clause 8.1(c) (iii) of these Instructions to Tenderers. The main criteria for
evaluation of Tenders will be, the quality of staff proposed, the monthly rates of
remuneration for such staff and the manning schedule required to be submitted
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by Tenderers in accordance with the Form of Tender.
16. ACCEPTANCE OR REJECTION OF TENDERS
16.1 The Employer shall not be bound to accept the lowest or any Tender it may
receive and shall not be bound to give any reasons for non-acceptance of any
such Tender.
16.2 Any Tender submitted that is not in accordance with these Instructions to
Tenderers may be rejected at the Employer’s Representative’s discretion.
16.3 Any Tender may be accepted during the period of its validity by despatch to the
Tenderer of a notice in writing from the Employer of such acceptance.
16.4. Thereafter, the Tenderer concerned shall, forthwith upon an engrossment of the
Consultancy Agreement (with Schedule 4 thereof duly completed in accordance
with the accepted Tender) being presented to it, duly execute and deliver the
same to the Employer’s Representative.
16.5 Unless and until the said Consultancy Agreement is so executed and delivered,
the Form of Tender and the accompanying documents referred to in paragraph
8.1 (b) above together with the Employer’s written notice of acceptance thereof
shall constitute a binding contract between the Employer and the Tenderer valid
from the date of the Employer’s written Letter of Acceptance.
16.6 As soon as practicable after despatch of a notice of acceptance to any Tenderer,

the Employer shall give notice in writing of such acceptance to all other
Tenderers who submitted Tenders and who have not previously been given
notice that their Tenders will not be accepted.
16.7 The Employer’s Representative may at any time give notice to any Tenderer that
the Tender submitted by it will not be accepted.
16.8 The Employer shall not be responsible for, or be liable to pay or reimburse any
Tenderer for, any Costs incurred by any Tenderer in connection with the
evaluation of the Tender Documents, the preparation or delivery of its Tender or
any subsequent attendance at post-Tender clarification meetings in the
Employer’s offices or elsewhere.
17. PREVIOUS DISCUSSIONS AND DOCUMENTS SUPERSEDED
17.1 The contents of the Invitation to Tender and the Tender Documents supersede
all previous written or oral representations, warranties, discussions and
documents which may have been made to, had with or made available to any
Tenderer in connection with the Project and the Services.
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&
SECTION 2:
FORM OF TENDER
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FORM OF TENDER
FORM OF TENDER – OPTION A
……………………….2014
Eagle Hills International Properties LLC
PO Box 94447,
Abu Dhabi,
United Arab Emirates
Dear Sirs,
LUANDA GOLF ESTATE, LUANDA, ANGOLA

INFRASTRUCTURE SERVICES
LUMP SUM FEE BASIS
1. Having examined the Instructions to Tenderers, the Employer's Standard Consultancy

Agreement, Schedules 1 to 8 of the Consultancy Agreement and the addenda (if any)
referred to in paragraph 3 hereof for the performance of the Services in relation to the
Project, we the undersigned, hereby offer to perform the Services all in conformity with the
aforesaid documents for the fixed price lump sum fee set down below for the performance of
the whole of the Services comprising Pre Contract and Post Contract Consultancy Services .
FEE PROPOSAL (LUMP SUM)
Phase Lump Sum Fee (USD)
1) Pre Contract Phase
a) Preliminary Study
b) Preliminary Design
c) Detailed Design Phase
d) Tender Documents
e) Contract Documents
f) Construction Documents
Total Lump Sum Fee (USD) for Pre Contract
2) Post Contract Phase

a) Construction Phase
b) Final Account Phase
c) Defect Liability Period
Total Lump Sum Fee (USD) Post Contract
Total Lump Sum Fee (USD) Pre + Post Contract

In Words
(USD)
Signature: Date:
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FORM OF TENDER 8
Staff Assigned Full Time 1
Position Description Monthly Rate

(US$ / month)
1 Director
2 Resident Architect / Engineer
3 Senior Architect / Assistant Resident Engineer
4 Inspector, Surveyor
5 Quantity Surveyor
Signature:
Date:
1
To be used as a basis for negotiation of fee adjustment for an increase or reduction in Scope of Services and as basis for
additional fees for the Design and Construction Phases whenever Additional Services are requested by the Employer.
Staff Not Assigned Full Time 1

Position Description Hourly Rate
(US$ / hour)
1 Director
2 Resident Architect / Engineer
3 Senior Architect / Assistant Resident Engineer
4 Inspector, Surveyor
5 Quantity Surveyor
Signature:
Date:
1 To be used as a basis for negotiation of fee adjustment for an increase or reduction in Scope of Services and as basis for
additional fees for the Design and Construction Phases whenever Additional Services are requested by the Employer.
2. We acknowledge that the fixed price lump sum fee referred to in paragraph 1 above have
taken account of all the terms, conditions and provisions of the Consultancy Agreement.
3. We confirm that we have taken account of all Addenda in our Tender and include in our
Tender all documents and information required to be submitted pursuant to the Invitation to
Tender and such Addenda. We acknowledge receipt of the following Addenda issued by the
Employer:
Addendum No. Date
4. We undertake, if our Tender is accepted, to commence the services upon receipt of your
Notice to Proceed and to complete the whole of the Services and each part of the Services in
accordance with a program that meets the requirements of the Project and the Construction
Contracts and your reasonable requirements.
5. The Employer reserves his right to award the Services as described above in part or in full
and unilaterally omit any section(s) of the Works without the Consultant being entitled to any
claim for loss and/or expense.
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FORM OF TENDER 9
6. We agree that, in the event of a discrepancy between any amount inserted in words and in
figures in relation to a single entry in this Form of Tender, the amount inserted in words shall
prevail and be regarded as conclusive.
7. We agree to abide by this Proposal for a period of ninety (90) days from the submission date
of the Tender by the Tender Committee and it shall remain binding upon us and may be
accepted at any time before the expiration of that period.
8. Unless and until a formal Consultancy Agreement is prepared and executed this Form of
Tender and the accompanying documents referred to in paragraph 1 hereof together with
your written acceptance thereof, shall constitute a binding contract between us, valid from
the date of your written Letter of Acceptance.
9. We provide our no objection should this contract be novated to another party in the future.
10. We understand that you are not bound to accept the lowest or any other tender you may
receive and that you are not bound to give any reasons for non-acceptance of any tender you
may receive, without any liability accruing to the Employer.
11. In this Form of Tender words and expressions shall have the same meanings as are
respectively assigned to them.
12. We agree that the Employer may accept the fee as proposed in Option A or Option B and
such fee shall be reflected in Schedule 4 (Remuneration) of the Agreement.
Dated this ………………………………………… day of …………………………….………………. 2014
Signature :
………………………………………………………………….
Name (in Block Capitals) :

………………………………………………………………….
In the Capacity of (in Block Capitals) : ....

……………………………………………………………….
Duly authorised to sign Proposals for

and on behalf of name of Tenderer :
………………………………………………………………….
(Block capitals)
P.O. Box Number : ...…………………………….………………………...

………..
Telephone Number : (Office)................................... / (Mobile)………………..

….
Facsimile Number : ……..………………………….

………………………….........
E-Mail Address : ……………………………….

…………………………...........
Witness : .………………………….…………………….
………….........
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FORM OF TENDER 10
Signature :
………………………………………………………………….
Name (in Block Capitals) :

………………………………………………………………….
In the Capacity of (in Block Capitals) : …………………………………………..………………..

…….
INFRASTRUCTURE
FORM OF TENDER 11

&
SECTION 3:
ATTACHMENT A1 TO A7
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ATTACHMENT A1 TO A7 1
ATTACHMENT A1 – PROPOSED SUB-CONSULTANTS
The Tenderer shall provide a list of any proposed sub-consultants together with details of
the corresponding parts of the Services to be performed by such sub-consultants.
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ATTACHMENT A2 – ORGANIZATIONAL CHARTS
The Tenderers shall provide proposed organisation charts for the provision of the
Services showing the lines of responsibility and communication between the Tenderer's
key personnel, between the Tenderer's sub-consultants’ key personnel (if applicable)
and between the Tenderer and its sub-consultants and the Employer.
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ATTACHMENT A3 – KEY PERSONNEL
The Tenderer shall provide the names and qualifications of the Tenderer’s proposed key
personnel and (if applicable) its sub-consultants’ proposed key personnel together with
evidence of their experience in and suitability for the services for which they will be
responsible.
The individuals CVs at a minimum shall include:
 Proposed role
 Proposed location
 Educational and professional qualifications
 Areas of expertise
 Detailed work experience relevant to proposed role
 Responsibilities held over the last 10 years
The Tenderer’s staff proposed to be employed in the carrying out of the Services shall be
deemed to represent the minimum required for the Services.
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ATTACHMENT A4 – JOB DESCRIPTIONS
The Tenderers shall provide the job description for each of the key roles within the
Tenderer's proposed team including (if applicable) its sub-consultants.
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ATTACHMENT A5 – INSURANCES
The Tenderer shall provide evidence of their current Professional Indemnity Insurance
and Public Liability Insurance cover.
ATTACHMENT A6 – QA/QC PROCEDURES
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The Tenderer shall provide details of their standard quality assurance and quality control
procedures applicable to the performance of the Services.
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ATTACHMENT A7 – TRADE LICENSE
The Tenderer shall provide a copy of their Trade License and (if applicable) a copy of the
Trade License of each of its sub-consultants.
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EAGLE HILLS PROPERTIES LLC

&
SECTION 4:
EMPLOYER'S STANDARD CONSULTANCY AGREEMENT

(INCLUDING SCHEDULES)
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STANDARD CONSULTANCY AGREEMENT
CONSULTANCY AGREEMENT
between
EAGLE HILLS INTERNATIONAL PROPERTIES LLC
and
[CONSULTANT]
-----------------------------------------------------------------
[PROJECT DESCRIPTION]
[CITY, COUNTRY OF PROJECT]
[SCOPE]
-----------------------------------------------------------------
[DATE]
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STANDARD CONSULTANCY AGREEMENT
INDEX
Page
1 DEFINITIONS AND APPOINTMENT
1.1 Definitions 1
1.2 Interpretation 2
1.3 Singular and Plural 2
1.4 Headings 2
1.5 References to Clauses 2
1.6 Notices, Consents and Approvals 2
1.7 Communications 2
1.8 Gregorian Calendar 3
1.9 Joint and Several 3
1.10 Entire Agreement 3
1.11 Agreement Effective 3
2 OBLIGATIONS OF THE CONSULTANT
2.1 Services prior to date of Agreement 3
2.2 Services to be provided 4
2.3 Performance 4
2.4 Consultant’s Representative 4
2.5 Personnel 5
2.6 Changes in Personnel 5
2.7 Employment Costs 6
2.8 Errors and Omissions 6
2.9 Registration 6
3 OBLIGATIONS OF THE EMPLOYER
3.1 Employer’s Representative 7
3.2 Information to be Furnished 7
3.3 Decisions 7
3.4 Approvals 7
3.5 Equipment and Facilities 7
3.6 Employer’s Personnel 8
3.7 Services of Others 8
4 REMUNERATION
[PROJECT REFERENCE] -i-

4.1 Remuneration 8
5 SAFETY, SECURITY AND MEDICAL
5.1 Safety 8
5.2 Security 8
5.3 Safety of Equipment 9
5.4 Security of Property 9
5.5 Medical 9
6 INFORMATION, DOCUMENTS AND CONFIDENTIALITY
6.1 Information and Documents 9
6.2 Confidentiality 10
6.3 Protected Rights 10
7 LAWS
7.1 Governing Law 11
7.2 Conformance with Laws 11
8 INDEMNITY AND INSURANCE
8.1 Indemnity and Insurance 11
9 SUSPENSION AND FORCE MAJEURE
9.1 Suspension 11
9.2 Force Majeure 12
9.3 Extension of Time 13
10 DEFAULT AND TERMINATION
10.1 Termination 13
10.2 Default of the Consultant 13
10.3 Termination for Convenience 14
10.4 Default of the Employer 14
10.5 Consequences of Termination 14
11 PAYMENT ON SUSPENSION OR TERMINATION
11.1 Payment upon Default of Consultant 15
11.2 Payment upon Suspension 15
11.3 Payment upon Suspension over 12 months, Termination
for Force Majeure, Termination for Convenience and
upon Default of Employer 15
11.4 No other claim for Payment 16
11.5 Substantiation 16
11.6 Vacate Offices and Deliver Documents 16
12 GENERAL PROVISIONS
[PROJECT REFERENCE] -ii-

12.1 Compliance by Consultant 17
12.2 Independent Consultant 17
12.3 Assignment and Sub-Letting 17
12.4 Third Party Payments 17
12.5 Languages 18
12.6 Waiver 18
13 SETTLEMENT OF DISPUTES
13.1 Amicable Settlement 19
13.2 Conciliation 19
13.3 Arbitration 19
13.4 Continuation of Obligations 19
14 MISCELLANEOUS
14.1 Conflict of Interest 19
15 NOTICES
15.1 Notices 20
Schedule 1 Project Details 21

Schedule 2 Scope of Services 27
Schedule 3 Programme 57
Schedule 4 Remuneration 59
Schedule 5 Indemnity and Insurance 74
Schedule 6 Equipment and Facilities 78
Schedule 7 Conditions of Particular Application 79
Schedule 8 Other Documents 82
[PROJECT REFERENCE] -iii-

THIS AGREEMENT is made in duplicate [DATE]
BETWEEN
EAGLE HILLS INTERNATIONAL PROPERTIES LLC (hereinafter called "the Employer"

which expression includes the Employer's successors and assigns) of the one part
and
[CONSULTANT] (hereinafter called "the Consultant" which expression includes the

Consultant’s successors and permitted assigns) of the other part
WHEREAS
A The Consultant is a professional firm qualified to provide the Services described

in Schedule 2 of this Agreement.
B The Employer wishes that the Services should be provided by the Consultant in
relation to the Project described in Schedule 1 of this Agreement.
NOW IT IS HEREBY AGREED AS FOLLOWS:
1 DEFINITIONS AND APPOINTMENT
Definitions and interpretation
Definitions
1.1 In this Agreement the following words and expressions shall have the
meanings hereby assigned to them except where the context otherwise
requires:-
(a) "Agreement" means this agreement incorporating Schedules 1, 2,

3, 4, 5, 6, 7 and 8
(b) "Consultant" means the person named as such in Schedule 7 of

this Agreement and includes the Consultant's successors and
permitted assigns.
(c) "Consultant's Representative" means the person for the time being
in office as the Consultant's Representative pursuant to Clause 2.4.
(d) "Employer" means Eagle Hills International Properties LLC of P.O.

Box 94447, Abu Dhabi, United Arab Emirates and includes the
Employer’s successors and assigns.
(e) "Employer's Representative" means such person appointed and

notified by the Employer in writing to the Consultant from time to
time to act as Employer's Representative for the purposes of this
Agreement.
(f) “Notice to Proceed” means the notice to proceed issued by the
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SCHEDULE 1 - 8 1
Employer to the Consultant in writing authorising the Consultant to
proceed with the Services.
(g) "party" and "parties" means the Employer and the Consultant and
"third party" means any other person or entity as the context
requires.
(h) "Project” has the meaning assigned by Schedule 1 of this

Agreement.
(i) "Services" means the services to be performed by the Consultant

in relation to the Project as described in Schedule 2 of this
Agreement.
(j) “Project Budget” means the project budget set out in Schedule 1 of
this Agreement
Interpretation
1.2 Words importing persons or parties shall include firms and corporations
and any organisation having legal capacity.
Singular and Plural
1.3 Where the context so admits words importing the singular only also
include the plural and vice versa.
Headings
1.4 The headings used in this Agreement shall not be deemed to be part
thereof or be taken into consideration in the interpretation or construction
thereof.
References to Clauses
1.5 A reference in this Agreement to any Clause is, except where it is

expressly stated to the contrary, a reference to such Clause herein.
Notices, Consents and Approvals
1.6 Wherever in this Agreement provision is made for the giving of notice,
consent, approval, certificate or determination by any person then unless
otherwise stated such notice, consent, approval, certificate or
determination shall be in writing and the words "notify", “consent”,
"approve", "certify" and "determine" shall be construed accordingly.
Communications
1.7 Wherever in this Agreement provision is made for a communication to be

“written” or “in writing”, then unless otherwise specified this means any
hand-written, type-written or printed communication including
communications by telefax but excluding electronic mail and
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communications by modem.
Gregorian Calendar
1.8 All dates and periods of time referred to in this Agreement shall be
ascertained in accordance with the Gregorian calendar.
Joint and Several
1.9 If the Consultant consists of more than one legal person, the persons
comprising the same shall be jointly and severally liable for each and
every liability and obligation under this Agreement and any of the events
listed in Clause 10.2 shall be deemed to have occurred in relation to the
Consultant if it has occurred in relation to any one of the persons
comprising the Consultant. Such persons shall designate one of them to
act as leader with authority to bind the Consultant and each such person.
The composition or the constitution of the Consultant shall not be altered
without the prior consent of the Employer.
Entire Agreement
1.10 This Agreement shall be the entire agreement between the Consultant and
the Employer in respect of the Services and shall supersede all previous
agreements, representations and understandings expressed or implied
and may only be modified in writing signed by the duly authorised
representatives of each party hereto. Any proposals by one party to
modify this Agreement shall be given due consideration by the other party.
Agreement Effective
1.11 Subject to any provision to the contrary contained herein, this Agreement
is effective from the date of signature by the parties of this Agreement.
2 OBLIGATIONS OF THE CONSULTANT
Services prior to date of Agreement
2.1 Certain of the Services may have been provided by the Consultant in
relation to the Project prior to the date of this Agreement. To the extent
such Services have been so provided they are deemed to have been
provided under this Agreement and the Consultant agrees that all such
Services have been performed to the standard required and in
compliance with the scope and the terms, conditions and provisions set
out in this Agreement as if the Consultant had (at the time such Services
had been performed) been subject to the terms, conditions and provisions
of this Agreement.
Services to be provided
2.2 (a) The Consultant shall commence the Services upon receipt of the
Employer’s Notice to Proceed and thereafter shall provide and
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complete the same with all due skill, care and diligence. The
Consultant shall in carrying out the Services ensure that it complies
at all times with the Employer’s stated objectives set out in
Schedule 1 of the Agreement. The Consultant acknowledges that
time is of the essence in respect of all the Services to be performed
by the Consultant under this Agreement. The Consultant shall
complete the whole of the Services and each part of the Services
at the times and within the periods stated in Schedule 3 of this
Agreement subject to any extensions thereto as may be agreed in
writing between the Employer and the Consultant in accordance
with this Agreement.
(b) The Employer may reduce, vary or add to the Services to be

provided by the Consultant by notice in writing to the Consultant
and there shall be such consequential adjustments to the
remuneration to be paid by the Employer to the Consultant for the
performance of the Services and to the applicable times or periods
for the completion of the Services hereunder as are reasonable to
take into account the aforesaid reduction, variance or addition. Any
such adjustments to the said remuneration shall be calculated at or
based on rates and prices which are set forth in Schedule 4 of this
Agreement as applicable, otherwise as are agreed in writing
between the Employer and the Consultant. Any such adjustments
to the said times or periods shall be as are agreed between the
Employer and the Consultant. If, in the Consultant's opinion, the
said notification from the Employer to reduce, vary or add to the
Services will result in a requirement for significant adjustments to
be made to the remuneration to be paid by the Employer to the
Consultant for the performance of the Services and / or to the
applicable times or periods for the completion of the Services
hereunder, the Consultant shall notify the Employer in writing within
five (5) working days of the receipt by the Consultant of the said
notification including details of the Consultant's opinion as to the
adjustments to be so made.
Performance
2.3 The Consultant shall perform the Services strictly in accordance with
sound internationally recognised professional standards and shall
exercise all possible skill, care and diligence in the discharge of the duties
agreed to be performed by it hereunder.
Consultant's Representative
2.4 (a) Within fourteen (14) days after the receipt of the Employer’s Notice
to Proceed, the Consultant shall appoint in writing as its
representative (the "Consultant's Representative"), one of its senior
personnel who is fluent in the English language (both written and
oral) and shall delegate to the Consultant’s Representative in
writing the applicable and necessary authorities and duties of the
Consultant under this Agreement. The Consultant shall deliver to
the Employer a copy of such written appointment and delegation.
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SCHEDULE 1 - 8 4
Thereafter the Employer shall be entitled to rely on the said
delegated authority of the Consultant's Representative to act for
and commit the Consultant. All instructions or directions (whether
written or oral) given by the Employer to the Consultant's
Representative shall be deemed to be given to the Consultant.
The appointment of the Consultant's Representative and the extent
of the said authorities and duties delegated to the Consultant’s
Representative shall be subject to the prior written approval of the
Employer. The Employer’s approval of the person in office as the
Consultant’s Representative may at any time be withdrawn in
writing and in such event the Consultant shall as soon as
practicable thereafter and at no cost to the Employer terminate the
appointment of such person as the Consultant’s Representative
and appoint as the Consultant’s Representative one of its other
senior personnel and all the provisions of this Clause 2.4 shall
apply in relation to such replacement Consultant’s Representative.
All costs incurred by the Employer as a result of any delay which
has been or may be caused by such termination and the
appointment of one of the Consultant’s other senior personnel shall
be borne by the Consultant.
(b) The Consultant shall be responsible to the Employer for the acts,
defaults and neglects of the Consultant's Representative as if they
were the acts, defaults and neglects of the Consultant itself.
Accordingly, no actions of the Consultant's Representative shall
relieve the Consultant from any obligations or liability under this
Agreement.
Personnel
2.5 (a) The Consultant shall provide and employ in the performance of the
Services only such technical personnel as are skilled, qualified and
experienced in their respective callings such that the said
performance is to the professional standards referred to in
Clause 2.3.
(b) A reference in this Agreement to personnel of the Consultant shall

be deemed to include a reference to personnel of any sub-
consultants employed by the Consultant in the performance of the
Services.
Changes in Personnel
2.6 The Employer shall be at liberty to object to and require the Consultant to
remove forthwith any person employed or appointed by the Consultant in
the performance of the Services whether in the [Emirate of Dubai] or
elsewhere, who, in the opinion of the Employer is guilty of misconduct or is
incompetent or negligent in the proper performance of his duties or whose
appointment is otherwise considered by the Employer to be undesirable.
The Consultant shall immediately arrange for any person so removed to
be replaced within fourteen (14) days after such removal at no cost to the
Employer by a competent substitute approved by the Employer. All costs
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incurred by the Employer as a result of any delay which has been or may
be caused by such removal and replacement shall be borne by the
Consultant.
Employment Costs
2.7 As between the Employer and the Consultant, the Consultant shall be fully
and exclusively liable for the payment of all salaries, wages and other
remuneration and benefits of every kind which may become due to or
payable in respect of all persons employed by the Consultant in the
performance of the Services. The Consultant shall ensure that personnel
vacations, sick leave and other absences do not interfere with the
Consultant's performance of the Services.
Errors and Omissions
2.8 (a) The Consultant shall be liable both during the continuance of this
Agreement and for a period of ten (10) years from the completion
of the Services or for a period of ten (10) years from the date of
termination of this Agreement in accordance with its terms (as
applicable) for the consequence of any negligence, error, omission
or lack of skill, care or diligence by the Consultant or its personnel
in the provision of the Services.
(b) The Consultant shall fully and effectively indemnify the Employer
(including without limitation its personnel, sub-consultants,
representatives and agents) both during the continuance of this
Agreement and for a period of ten (10) years from the completion
of the Services or for a period of ten (10) years from the date of
termination of this Agreement in accordance with its terms (as
applicable) against any and all claims, losses, fees, expenses,
liabilities, costs, actions, demands or damage which the Employer
may incur or which may be made against it as a result of or in
connection with any negligence, error, omission or lack of skill, care
or diligence by the Consultant or its personnel in the provision of
the Services.
Registration
2.9 Prior to the commencement of the Services, the Consultant shall have
obtained all necessary approvals, licences and consents to practice in the
[Emirate of Dubai]. The Consultant shall obtain all such further approvals
and consents and renew all such licences as shall be necessary to
continue to practice in the [Emirate of Dubai] during the continuance of
this Agreement.
3 OBLIGATIONS OF THE EMPLOYER
Employer's Representative
3.1 The Employer shall delegate to the Employer’s Representative in writing
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certain authorities and duties of the Employer under this Agreement and
shall deliver to the Consultant a copy of such written delegation. The
Consultant shall adhere strictly to the instructions and directions of the
Employer's Representative (whether written or oral) given in accordance
with such written delegation. Any oral instruction or direction shall be
confirmed in writing by the Employer's Representative within three (3)
working days. If the Consultant has not received such written confirmation
within the said three (3) working day period, the Consultant shall within two
(2) working days after the end of that period request the Employer in
writing to confirm the said oral instruction or direction in writing.
Information to be Furnished
3.2 (a) The Employer shall without charge furnish to the Consultant upon
written request the information, design, data, drawings and
documents described in Schedule 6 of this Agreement.
(b) To the extent that the Consultant is required under this Agreement
to adopt such information, design, data, drawings and documents
furnished by the Employer the Consultant shall satisfy itself in all
respects as to their completeness, accuracy and correctness and
shall take responsibility therefor as if they had been prepared by
the Consultant as part of the Services.
Decisions
3.3 The Employer shall give its decision in writing on all matters properly
referred to it in writing by the Consultant in connection with this Agreement
in a reasonable time with a view to not delaying or disrupting the
performance by the Consultant of the Services. The Consultant shall at all
times keep the Employer fully informed in writing as to matters which have
been so referred and on which the decision of the Employer is awaited.
Approvals
3.4 The approval by or any decision of the Employer in respect of any matter
related to the Services shall not release the Consultant from any of its
obligations or liabilities under this Agreement.
Equipment and Facilities
3.5 (a) The Employer shall without charge make available to the
Consultant for the sole purpose of the Services the equipment,
materials and facilities described in Schedule 6 of this Agreement.
(b) Any equipment, materials or other things supplied by or paid for by

the Employer for the use of the Consultant shall be the property of
the Employer and where practicable shall be so marked. Such
equipment, materials or other things shall be in the possession of
the Consultant solely for the purposes of this Agreement. The
Consultant shall be responsible for the care of such equipment,
materials or other things which are in its possession. The
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SCHEDULE 1 - 8 7
Consultant shall deliver to the Employer or dispose of as directed
by the Employer in writing such equipment, materials or other
things upon completion or termination of the Services or when such
equipment, materials or other things are no longer required by the
Consultant for the performance of the Services, whichever is the
earliest.
Employer’s Personnel
3.6 NOT USED.
Services of Others
3.7 The Employer shall without charge arrange for the provision of certain
services from others as described in Schedule 6 of this Agreement and
the Consultant shall co-operate with the suppliers of such services.
4 REMUNERATION
Remuneration
4.1 In consideration of the Consultant performing the Services the Employer

shall pay to the Consultant remuneration calculated and payable in
accordance with Schedule 4 of this Agreement.
5 SAFETY, SECURITY AND MEDICAL
Safety
5.1 The Consultant shall take full responsibility for the safety of all of its
personnel whether within or outside the Project site and shall hold the
Employer fully and effectively indemnified accordingly.
Security
5.2 (a) All the Consultant's personnel shall, when performing Services on
the Project site and any other area designated by the Employer,
comply strictly with the rules, regulations and procedures of the
Employer regarding security as issued and amended by the
Employer from time to time.
(b) The Employer reserves the right to search the Consultant's

personnel, vehicles or property leaving or entering the Project site
and any other area designated by the Employer.
Safety of Equipment
5.3 The Consultant shall be responsible for and bear the risk of the suitability
and safety of the equipment used by its personnel in connection with the
Services and no equipment shall be used which is or may be unsuitable,
unsafe or liable to cause damage.
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Security of Property
5.4 The Consultant shall be responsible for the security of its own equipment
and any other property belonging to it or its personnel while on the Project
site and any other area designated by the Employer.
Medical
5.5 Each of the Consultant's personnel appointed or employed to perform the

Services shall be medically fit and free from diseases and if required by
the Employer the Consultant shall provide the Employer with certification
thereof prior to such personnel entering the Project site. At any time the
Employer may require the Consultant's personnel to be medically
examined at the Employer’s cost.
6 INFORMATION, DOCUMENTS AND CONFIDENTIALITY
Information and Documents
6.1 (a) The Consultant shall at all times keep the Employer fully informed
as to its progress in the performance of the Services and shall
promptly make available and deliver to the Employer all such
information, design, data, drawings and documents in relation
thereto as the Employer may from time to time reasonably request.
(b) All information, design, data, drawings and documents developed

or prepared by the Consultant in the performance of the Services
shall forthwith become the absolute property of the Employer. The
Employer shall be entitled to use or copy (and/or arrange for others
to use or copy) such information, design, data, drawings and
documents and the Employer need not obtain the Consultant's
permission to so use or copy and/or to arrange for others to so use
or copy as aforesaid.
(c) Except for standard specifications, details and designs previously

used on other projects by the Consultant the copyright in relation to
all information, design, data, drawings and documents developed
or prepared by the Consultant in the performance of the Services
shall forthwith vest in the Employer and the Consultant shall not
use them for any purpose other than for the performance of the
Services.
(d) All information, design, data, drawings and documents of the

Employer of which the Consultant may become possessed or
aware shall remain the Employer's absolute property and the
Consultant shall only be entitled to use the same for the
performance of the Services.
(e) All information, design, data, drawings and documentation

developed or prepared by the Consultant in the performance of the
Services shall be provided to the Employer in both "hard" and "soft"
INFRASTRUCTURE
SCHEDULE 1 - 8 9
copy. The Consultant shall provide with the "soft" copy form of
such drawings a detailed description of the drawing document
software version used and the applicable layering standards
together with any other applicable protocols and information
required for future reading of the said drawings, reproduction and a
document archiving management system.
Confidentiality
6.2 (a) The Consultant shall not and shall ensure that its personnel, sub-
consultants, representatives and agents shall not, without having
first obtained on each occasion the express prior written approval
of the Employer:-
(i) issue, disseminate, publish, cause to publish or divulge to

any third party, alone or in conjunction with any other
person, any information, article, press release, drawing,
photograph, illustration or any other publicity relating to this
Agreement or the Project generally or use such information
for any purpose other than performing the Services, or
(ii) take or permit to be taken any photograph of the Project, the

Project site or any part thereof other than photographs
required by the Consultant for record purposes.
(b) The obligations of the Consultant under this Clause 6.2 shall
continue indefinitely notwithstanding the expiration or termination of
this Agreement.
Protected Rights
6.3 (a) The Consultant shall fully and effectively indemnify the Employer
(including without limitation its personnel, sub-consultants,
representatives and agents) against all claims, losses, fees,
expenses, liabilities, costs, actions, demands or damage which
may be made against it or which it may incur as a result of or in
connection with any infringement or alleged infringement or any
exercise or alleged exercise of the rights protected by any patent,
registered design, copyright, trade mark, trade name or other
industrial or intellectual property right protected by law and arising
by reason of the performance of the Services and the use by the
Employer in relation to the Project of any information, design, data,
drawings and documents developed or prepared by the Consultant
in the performance of the Services.
(b) The obligations of the Consultant under this Clause 6.3 shall
continue indefinitely notwithstanding the expiration or termination of
this Agreement.
7 LAWS
Governing Law
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SCHEDULE 1 - 8 10
7.1 (a) This Agreement shall be governed by and construed in accordance
with the laws and regulations of, and from time to time applicable
in, the [Emirate of Dubai].
(b) If, after the date of this Agreement, any new law or regulation shall
be introduced or there shall occur any change of any law or
regulation or application thereof in each case by the [Emirate of
Dubai] and resulting in an increase or decrease in the cost to the
Consultant of performing the Services, the remuneration otherwise
due to the Consultant under this Agreement shall be increased by
the amount of such increase in cost or reduced by the amount of
such decrease in cost as the case may be.
Conformance with Laws
7.2 The Consultant in the performance of this Agreement shall ensure that it
and its personnel, sub-consultants, representatives and agents shall at all
times observe and conform in all respects with the provisions of any
applicable statute, ordinance, decree, proclamation, law, order, regulation
or any amendment thereto having the force of law in the [Emirate of
Dubai] and with traditional customs prevailing in the [Emirate of Dubai].
The Consultant shall keep the Employer fully and effectively indemnified
against all losses, liabilities and penalties of every kind which the
Employer may incur as a result of or in connection with any failure on the
part of the Consultant or its personnel, sub-consultants, representatives or
agents to observe or conform to such provisions or traditional customs.
8 INDEMNITY AND INSURANCE
Indemnity and Insurance
8.1 Provisions relating to indemnity and insurance are described in Schedule

5 of this Agreement.
9 SUSPENSION AND FORCE MAJEURE
Suspension
9.1 The Employer may at any time or times by notice in writing to the
Consultant suspend in whole or in part the performance by the Consultant
of the Services. At any time thereafter the Employer may by further notice
in writing to the Consultant require it to recommence in whole or in part
performance of the Services suspended. If however at any time after a
period of twelve (12) months from the commencement of any such
suspension the Consultant has not received notice from the Employer to
recommence performance of all the Services so suspended, the
Consultant may itself give notice in writing to the Employer to terminate in
whole or in part those of the suspended Services which it has not been
notified to recommence. If an addition to the Services is required as a
result of the recommencement of the Services as aforesaid the Employer
and the Consultant shall agree in writing the additional remuneration due
to the Consultant as a result of such addition to the Services.
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SCHEDULE 1 - 8 11
Force Majeure
9.2 (a) Upon the occurrence of any circumstances of Force Majeure

which are such as to delay or seriously impede for a period of more
than twelve (12) months the carrying out by the Consultant of the
Services under this Agreement, the Consultant may upon not less
than one hundred and twenty (120) days’ notice in writing terminate
this Agreement.
(b) Force Majeure means any circumstances beyond the reasonable

control of a party and which makes that party’s performance of its
obligations under this Agreement impossible or so impractical as to
be considered effectively impossible in the circumstances. Force
Majeure includes but is not limited to:
(i) war and other hostilities (whether war be declared or not),

invasion, act of foreign enemies, rebellion, revolution,
insurrection or military or usurped power or civil war;
(ii) (unless it is solely restricted to employees of the Consultant

or of its sub-consultants and arising from the conduct of the
Services) strike, lock-out, riot, commotion or disorder; and
(iii) earthquake, flood, tempest and other natural disasters
Force Majeure does not include any circumstance which is caused

by the negligent or intentional action of one of the parties, a failure
of the Consultant to perform the Services in accordance with the
provisions of Clause 2.3 or either party having insufficient funds to
fulfil its obligations under this Agreement.
(c) Neither party shall be considered to be in default or in breach of its

obligations under this Agreement to the extent that performance of
such obligations is prevented by any circumstances of Force
Majeure which arise after the date of this Agreement.
(d) If either party considers that any circumstances of Force Majeure

have occurred which may affect the performance of its obligations
under this Agreement it shall notify the other party thereof as soon
as possible and in any event within fourteen (14) days after the
commencement of such circumstances. Such notice shall include
full and detailed particulars of such circumstances and effect. The
party giving such notice shall (if applicable) notify the other party of
the end of such circumstances of Force Majeure within fourteen
(14) days after the end of such circumstances
(e) Upon the occurrence of any circumstances of Force Majeure both

parties shall take all reasonable measures to minimise the effect of
such circumstances and the Consultant shall use its best
endeavours to continue to perform its obligations under the
Agreement so far as reasonably practicable. The Consultant shall
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SCHEDULE 1 - 8 12
within fourteen (14) days of such occurrence notify the Employer of
the steps it proposes to take including any reasonable alternative
means for performance which is not prevented by Force Majeure.
The Consultant shall not take any such steps unless directed so to
do by the Employer. The Employer and the Consultant shall agree
and the Employer shall direct the Consultant in relation to the steps
to be taken as aforesaid within fourteen (14) days of receipt by the
Employer of such notification by the Consultant. The amount of any
additional costs actually, necessarily and reasonably incurred by
the Consultant in complying with such Employer's directions shall
be agreed between the Employer and the Consultant and the
Consultant shall be paid that amount by the Employer.
Extension of Time
9.3 There shall be such adjustments to the applicable times or periods for the
completion of the Services hereunder as are reasonable to take into
account the effect of a suspension under Clause 9.1 or a circumstance of
Force Majeure under Clause 9.2.
10 DEFAULT AND TERMINATION
Termination
10.1 Subject to earlier termination in accordance with the terms of this

Agreement, this Agreement shall continue until all the Services have been
fully performed to the satisfaction of the Employer and each party has
fulfilled all its obligations under this Agreement.
Default of the Consultant
10.2 The Employer may by notice in writing to the Consultant terminate this
Agreement forthwith if:-
(a) The Consultant shall commit any breach of the terms, conditions or
provisions of this Agreement to be observed or performed and shall
not, if such breach be remediable, remedy or take effective action
to remedy the same within fourteen (14) days of receipt of notice of
the breach; or
(b) The Consultant shall become insolvent, being unable or admitting

its inability to pay its debts as they fall due, shall compound with or
negotiate for any composition with its creditors generally, shall enter
into liquidation (whether compulsory or voluntary), shall have a
receiver appointed of all or any of its assets, shall otherwise come
under the jurisdiction, management or control of any court or official
at the instance of its creditors or any partner shall have committed
any act of bankruptcy or been adjudicated bankrupt.
Termination for Convenience
10.3 The Employer may at any time by written notice to the Consultant
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SCHEDULE 1 - 8 13
terminate this Agreement for the Employer's convenience with immediate
effect.
Default of the Employer
10.4 If the Employer:-
(a) has committed any material breach of the terms, conditions or

provisions of this Agreement to be observed or performed; or
(b) has compounded with or negotiated for any composition with or

called any meeting of its creditors generally, has had a receiver of
all or any of its assets appointed, has had a receiving order made
against it, has had an administration order made against it, has
entered into any liquidation (other than a voluntary liquidation for
the purposes of amalgamation or reconstruction) or has taken or
suffered any action analogous to any of the foregoing under the
laws of the [Emirate of Dubai] or (to the extent that the same are
applicable therein) the laws of the [United Arab Emirates];
then, subject (in any case where the event concerned is remediable) to
the Consultant giving sixty (60) days prior written notice to the Employer
and the event concerned not having been remedied before expiry of that
notice, the Consultant may within fourteen (14) days after such expiry give
a further written notice to the Employer which shall be effective to
terminate this Agreement immediately.
Consequences of Termination
10.5 Termination under Clauses 9.1, 9.2 and 10.1 to 10.4 inclusive shall be
without prejudice to the Consultant's right to payment of all remuneration
which has accrued due under this Agreement up to the date of
termination, to either party's other rights and obligations which have
accrued due, to the Consultant's obligations under Clause 6.2, to the
Consultant's obligation to maintain Professional Indemnity Insurance in
accordance with Schedule 5 of this Agreement or to either party's other
continuing rights and obligations in respect of any part of the Services in
relation to which the termination is not yet effective. The Consultant shall
upon termination under any of Clauses 9.1, 9.2 and 10.1 to 10.4 inclusive
forthwith deliver to the Employer all information, design, data, drawings
and documents developed or prepared by the Consultant in the
performance of the Services.
11 PAYMENT ON SUSPENSION OR TERMINATION
Payment upon Default of Consultant
11.1 In the event of termination of this Agreement under Clause 10.2, the
Employer shall pay to the Consultant and the Consultant agrees to accept
in full and final settlement of all claims and expenses of such termination a
sum not exceeding the amount due under this Agreement for such part of
the Services already performed to the satisfaction of the Employer prior to
INFRASTRUCTURE
SCHEDULE 1 - 8 14
the effect of the termination.
Payment upon Suspension
11.2 In the event of a suspension of the Services under Clause 9.1, the
Consultant shall in respect of its personnel providing Services be entitled
to reimbursement from the Employer of all out-of-pocket expenses
together with all personnel costs (without mark-up, overhead or profit of
any kind) actually, necessarily and reasonably incurred by it in
demobilising and (if applicable) remobilising the Services in a satisfactory
and orderly manner. Such costs and expenses shall without limitation
include salaries, wages, other personnel remuneration and benefits, and
personnel transportation and relocation expenses which are incurred as
aforesaid but shall exclude costs and expenses otherwise recovered by
the Consultant under this Agreement. The Consultant shall use its best
endeavours to mitigate such costs and expenses and complete such
demobilisation and/or remobilisation within thirty (30) days and forty five
(45) days respectively of receiving notice from the Employer under
Clause 9.1 to suspend or recommence (as the case may be) the Services.
Payment upon Suspension over 12 months, Termination for Force Majeure,

Termination for Convenience and upon Default of Employer
11.3 In the event of:-
(a) termination under Clause 9.1 of any of the Services following a

suspension for more than twelve (12) months;
(b) termination under Clause 9.2 and all Services under this
Agreement as a result of any circumstances of Force Majeure;
(c) termination under paragraph (a) of Clause 10.4 and all Services
under this Agreement following the Employer committing a material
breach of the terms, conditions or provisions of this Agreement to
be observed or performed; or
(d) termination under Clause 10.3 and all Services under this
Agreement for the Employer’s own convenience;
the Consultant shall in respect of its personnel providing Services be

entitled to reimbursement from the Employer of all out-of-pocket expenses
together with all personnel costs (without mark-up, overhead or profit of
any kind) actually, necessarily and reasonably incurred in demobilising
such personnel as a direct result of the termination. Such costs and
expenses shall without limitation include salaries, wages, other personnel
remuneration and benefits, and personnel transportation and relocation
expenses which are incurred as aforesaid but shall exclude costs and
expenses otherwise recovered by the Consultant under this Agreement.
The Consultant shall use its best endeavours to mitigate such costs and
expenses.
No other claim for Payment
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SCHEDULE 1 - 8 15
11.4 No termination under Clauses 9.1, 9.2 or 10.1 to 10.4 inclusive or
suspension under Clause 9.1 shall entitle the Consultant to any claim for
or payment in respect of loss of profit, overhead, consequential loss or,
except as provided in Clauses 11.2 and 11.3, out of pocket expenses and
personnel costs.
Substantiation
11.5 Any payments due to the Consultant under Clause 11.2 and 11.3 shall be
made only after submittal to the Employer by the Consultant of detailed
invoices in respect of the amount claimed in such form and with such
detail as the Employer shall from time to time require. Such invoices shall
be accompanied by signed time sheets, documentation in support of the
costs and expenses incurred and such other documents and information
as the Employer may require to substantiate the said invoices.
Vacate Offices and Deliver Documents
11.6 Forthwith after any termination under Clauses 9.1, 9.2 and 10.1 to 10.4
inclusive of any of the Services the Consultant shall without delay:
(a) vacate any site office provided to it for the purpose of carrying out
such Services;
(b) return to the Employer or dispose of as directed by the Employer

any equipment, materials and other things supplied by the
Employer for the purpose of carrying out such Services;
(c) deliver to the Employer or dispose of as directed by the Employer

any equipment, materials and other things paid for by the Employer
under this Agreement; and
(d) deliver to the Employer all information, design, data, drawings and
documents being the property of the Employer or otherwise relating
to the Employer or its business, secrets, dealings, transactions or
affairs then in its possession or under its control insofar as the
same relate to such Services.
Provided that the foregoing obligations to vacate, return, deliver and

dispose of shall apply to all site offices provided by the Employer and to all
such equipment, materials, other things, information, design, data,
drawings and documents, no matter the purpose for which they were
provided or what they relate to, after termination of this Agreement.
12 GENERAL PROVISIONS
Compliance by Consultant
12.1 The Consultant is deemed to understand the nature and extent of this
Agreement and the Services and to have obtained all information on
matters affecting its performance of the Services. Failure to obtain
INFRASTRUCTURE
SCHEDULE 1 - 8 16
information on the foregoing shall not relieve the Consultant from any risks
or liabilities or from the responsibility of providing the Services and
complying with this Agreement to the Employer's satisfaction.
Independent Consultant
12.2 The Consultant acknowledges and agrees in respect of its undertakings

and obligations under this Agreement that it is an independent Consultant
and that neither it nor any of its personnel, sub-consultants,
representatives or agents engaged in the performance of the Services or
in complying with this Agreement are employees or agents of the
Employer. The Consultant acknowledges and agrees that it is and shall
remain completely independent of any person, firm, supplier, company or
organisation which, by the nature of its activities, would be in a position to
carry out work on or to provide services, goods or materials for any project
relating to or resulting from the Services.
Assignment and Sub-Letting
12.3 The Consultant shall not assign the obligations under or any benefit or
interest in this Agreement nor shall it subcontract any part of the Services
without the prior written consent of the Employer and such consent if given
shall not relieve the Consultant from any liability or obligation and it shall
be responsible for the acts, defaults and neglects of any sub-consultants,
its agents and personnel as fully as if they were the acts, defaults and
neglects of the Consultant.
Third Party Payments
12.4 (a) No commission, fee, payment, gift or other benefit of a like or

similar kind has been or will in the future be made by the
Consultant to any third party (which expression shall without
limitation include a consultant, servant, agent, employee, sponsor
or distributor of the Employer) in connection with or howsoever
arising out of this Agreement.
(b) The provisions of paragraph (a) of this Clause 12.4 constitute a

fundamental condition of this Agreement and any breach
whatsoever thereof shall (notwithstanding the provisions of Clause
10.1 by the terms of which in this instance the Employer shall not
be bound) entitle the Employer at will and entirely in its discretion
(and subject to no appeal), to terminate this Agreement forthwith
and recover damages from the Consultant whether for
consequential loss or otherwise.
(c) Nothing herein shall prevent the Consultant from making bona fide
payments to its [United Arab Emirates] sponsor or agent in
accordance with a properly registered and recorded agreement, or
to its personnel, sub-consultants’ representatives or agents.
Languages
INFRASTRUCTURE
SCHEDULE 1 - 8 17
12.5 (a) This Agreement has been prepared and agreed in the English
language and all documents delivered thereunder or in connection
therewith (including without limitation all correspondence, drawings,
specifications, notices and other documents submitted to the
Employer or to the Consultant), shall also be in the English
language. In the event of any translation of this Agreement or any
part thereof or of any such documents as aforesaid into Arabic or
any other language, the same shall continue to be construed and
interpreted according to the English language version which shall
(to the extent allowed by law) therefore prevail in the event of any
conflict. If, notwithstanding the foregoing, any competent court
should hold that any such [Arabic/Portuguese] or other translation
shall prevail over the relevant English language version, that
English language version shall be referred to in order to assist in
the interpretation of the [Arabic/Portuguese] or other translation.
(b) All the Consultant's personnel engaged in the performance of the

Services shall be fluent in the English language (both written and
oral).
Waiver
12.6 No failure to exercise and no delay by either party under this Agreement in
exercising any right, power or privilege hereunder shall operate as a
waiver thereof nor shall any single or partial exercise by either party of any
right, power or privilege preclude any other or further exercise thereof or
the exercise of any other right, power or privilege.
13 SETTLEMENT OF DISPUTES
Amicable Settlement
13.1 The parties shall make all reasonable endeavours to settle amicably any
dispute connected with the formation, performance, interpretation,
nullification, termination or invalidation of this Agreement or arising
therefrom or related thereto.
Conciliation
13.2 Any dispute as mentioned in Clause 13.1 which cannot be amicably

settled between the parties within twenty eight (28) days after such dispute
arising may be referred by either party to conciliation in accordance with
the provisions set forth in the Rules of [DIFC LCIA Arbitration Centre in
Dubai].
Arbitration
13.3 If a dispute is not settled by conciliation in accordance with the provisions

of Clause 13.2, it may be referred by either party to arbitration by a sole
arbitrator in accordance with the provisions set forth in the Rules of [DIFC
LCIA Arbitration Centre in Dubai], which rules shall be deemed to be
incorporated into this Agreement by reference to this clause. The place of
INFRASTRUCTURE
SCHEDULE 1 - 8 18
arbitration shall be the [Emirate of Dubai] and the language of the
arbitration shall be English.
Continuation of Obligations
13.4 Neither the existence of any dispute as mentioned in this Clause 13 nor
any reference to conciliation and arbitration in accordance with the
provisions of Clauses 13.2 and 13.3 shall relieve either party to the
dispute from its obligation to continue to observe and perform each and
every term, condition and provision of this Agreement on its part to be so
observed or performed, including without limitation in the case of the
Consultant its obligation to perform the Services and to do so in
accordance with the decisions, instructions and orders of the Employer
even if the dispute concerns any of such decisions, instructions or orders.
14 MISCELLANEOUS
Conflict of Interest
14.1 (a) Unless otherwise agreed in writing by the Employer, the Consultant
and its personnel shall have no interest in nor receive
remuneration or other benefit in connection with the Project except
as provided for in this Agreement.
(b) The Consultant (including without limitation its personnel, sub-

consultants, representatives and agents) shall not engage, either
directly or indirectly, in any activity which might conflict with the
interests of the Employer under this Agreement.
14.2 Nothing herein contained shall be construed as creating as between the

Employer and the Consultant, the relationship of principal and agent.
15 NOTICES
Notices
15.1 (a) Any waiver and all notices required to be given pursuant to the
provisions of this Agreement shall be delivered in accordance with
[Article 85 of the Commercial Transactions Code being Federal
Law No 18 of 1993] through the Notary Public or sent by registered
mail with receipt acknowledged or by telegram to the other party at
the address stated in Schedule 7 of this Agreement or to such
other address as the other party has specified by giving fifteen (15)
days prior written notice.
(b) Any other information supplied by either party to the other pursuant
to the provisions of this Agreement may in addition to being
delivered in the manner described above be delivered by hand or
sent by registered mail to that other party at the address identified
above or sent by telefax to the telefax numbers stated in Schedule
7 of this Agreement or to such other numbers as the other party
has specified by giving fifteen (15) days prior written notice.
INFRASTRUCTURE
SCHEDULE 1 - 8 19
IN WITNESS whereof the parties hereto have caused this Agreement to be executed the
day and year first above written.
SIGNED BY:…………………………………………………….
for and on behalf of EAGLE HILLS INTERATIONAL PROPERTIES LLC
Name:
In the presence of: ………………………………………………..
Name:
SIGNED BY:……………………………………………………..
for and on behalf of [CONSULTANT]
Name…………………………………………….
In the presence of……………………………………………..
Name…………………………………………….
INFRASTRUCTURE
SCHEDULE 1 - 8 20
EAGLE HILLS PROPERTIES LLC
LUANDA GOLF ESTATE

LUANDA, ANGOLA

&
SECTION 5:
SCHEDULES 1 TO 8
TO THE CONSULTANCY AGREEMENT
INFRASTRUCTURE
SCHEDULE 1 - 8 21
SCHEDULE 1
1. PROJECT DETAILS
1.1 PROJECT DESCRIPTION:
The Golf Estate is situated in Luanda Sul along road South of Luanda. The
Development is 218.8 ha, and aims to create a unique development in the City
The development is intended to be constructed in phases and anticipated be fully

completed in 3 years.
The Development total built up area “GFA” is around 563,516 m2 and the main
constituents are residential villas and apartments.
2 INCLUSIONS IN T HE CONSULTANT SCOPE OF WORK:
2..1 The purpose of this Consultancy Services is to provide full Engineering

Design, Masterplanning and Supervision Services for Roads,
Infrastructure, Traffic Impact Study, Environmental Impact assessment
and Geotechnical Investigation for the entire development of Luanda
Golf Estate as highlighted in the attached Conceptual Master Planning
Layouts.
INFRASTRUCTURE
SCHEDULE 1 - 8 22
2..2 The process will commence with an initial exchange of information
between all parties where the appointed Consultant will be required to
meet and discuss with all other appointed Consultants (i.e. Master
Planner, Architect, Project Management Firm, etc .) on the design
specifications and concepts and the infrastructure requirement.
2..3 Attachment is a schematic layout out indicating the proposed high level
conceptual master plan. This conceptual master plan is subject to
change in specific details and configurations.
2..4 The Consultant shall review the above mentioned high level
conceptual master plan co-ordinate with the Master Planner to provide
input and assure compatibility of the civil infrastructure elements of
the project with component parts of the development as shown in the
master plan. This coordination and interface is particularly critical
during the finalization of the Master Plan.
2..5 In parallel the Consultant shall coordinate with all Services Providers
and Consultants appointed by Angolan Municipality/Authorities to
ensure that main surrounding roads, nodal interchanges and all
associated main services network surrounding the Golf Estate are
implemented promptly to service the development requirements.
2..6 The Consultant shall seek to obtain copies of the overall Transportation Study
carried out by other Consultants with any available records of submittals to roads
authorities and any response of approval or comments. These are essential for
each plot internal T.I.S, roads and services concretions with the surrounding
mains
2..7 The Consultant shall ascertain the services requirement and prepare the
program for the construction of the main roads and nodal interchanges to serve
the Golf Estate development.
2..8 The Consultant shall design the parking spaces, in accordance with standards
ensuring that he maximizes the use of spaces makes the most economic
schemes to meet the efficiency requirements.
2..9 The Consultant shall coordinate and negotiate with service providers to ascertain
the fair Cost-Share formula and the implementation strategy which has an
important impact on the initial cost allocation and the cash flow of the
development.
2..10 The Consultant shall define the schemes and coordinate with all Service
Providers (Electricity, telecommunications and Drainage) for coordinated service
nodal connection points. All the utilities are to be routed around and within the
site in define utility corridors (under pedestrian walkways) within the R.O.W. Each
building will be linked with the common utilities, including water, sewerage,
electricity, gas, telecommunication etc.
INFRASTRUCTURE
SCHEDULE 1 - 8 23
2..11 The Consultant shall finalize the number and locations of all required dedicated
substations and their associated cables routing and terminations, prepare the
Tender Documents for the installation and commissioning of each substation and
its associated cables, supervise the construction and commissioning.
2..12 The Consultant shall investigate waste treatment strategy which may include the
connection to the main Municipal Sewage Network. Should connection is found
to not ready on time of need, then the Consultant shall find the alternative S.T.P
scheme, prepare the performance specification and tender documents,
supervise implementation and commissioning.
2..13 The Consultant investigate the power requirements based on the masterplan
and aany other design information as well as the options of power generation
and getting power to the site.
2..14 The Consultant shall be required to design the Irrigation network, with all
alternatives, including taking the water from municipal supply, sea water
desalination, pumping it from a river as well as recycled water from the S.T.P.
2..15 The Consultant shall design the lateral irrigation lines and landscaping along the
internal roads.
2..16 The Consultant shall, in coordination with Telecommunication service provider

prepare the documents for the Civil Works (ducts and chambers).
2..17 Eagle Hills shall appoint one or more renowned architects to design the building
facilities. The Consultant shall fully co-ordinates and cooperates with the building
architect(s) to assure a compatibility of the site grading with respect to the
structures being designed. The Consultant shall also co-ordinate with the
building architect(s) to provide all necessary access / sewerage / domestic
water / irrigation water / electrical / telecom connections from the primary
systems at the points and of the capacity required by the building architect(s).
2..18 All construction contracts shall be retained directly by Eagle Hills. The Consultant
shall co-ordinate the activities of contractors and suppliers, and shall supervise,
when assigned, the execution of the work of the contractors.
2..19 The Consultant shall provide infrastructure engineering design works to support
the development of the Project. These requirements shall include, but not limited
to the following:
1. Plans for Earthwork, site clearing, and bulk handling works.
2. Grading plans for the entire areas of Site and preparation of building platform
levels.
3. Preparation of open areas levels.
4. Road works include any bridges or tunnels.
5. Storm Drainage system.
INFRASTRUCTURE
SCHEDULE 1 - 8 24
6. Sewerage System and sewage treatment plant if required.
7. Irrigation system for the entire development.
8. Source of water and any treatment for the lakes and water features.
9. Utility requirement of the project such as water, electricity, telecom, chilled

water if required, gas, etc.
10. Subsoil drainage for irrigation for the landscaping areas.
11. Pumping stations, if required.
12. Power generation
13. Electrical Sub stations.
14. All related infrastructure requirement for the Development.
15. Slope grading and stabilization details.
16. Interpretation and verifying the Topographical Survey provided by the Client.
17. Undertake Geotechnical Investigation Study and Report for soil classification
and identify and recommend the parameters for foundations design for
various building heights, bearing capacities, n-values, C.B.Rs, suitable and
unsuitable materials. Geotechnical formation structure and substrata profile
for the whole site to be identified
18. Undertake full Traffic Impact Study to evaluate and find solution for Traffic
within the development and the interface with the surrounding roads network,
in accordance and to the approval of the Roads Authority.
19. Undertake full Environmental Impact Assessment
3 OBJECTIVES & PERFORMANCE.
3.1 The primary objectives in relation to implementation of the Project comprise:
(a) Concept Design:
To provide preferred options, supported by value engineering, with indicative drawings

and cost estimates. It is a fundamental objective that the Design of the roads, structures
and associated infrastructure works requirements will be, as a minimum, to satisfy
International Standards. The Employer anticipates that the civil infrastructure will
ultimately be transferred as a community asset to the related utility infrastructure
authorities as appropriate, in the medium to long term.
(b) Detailed Development:
To provide a clearly defined design solution that incorporates the Employer's scope
responding to industry standards, visual aesthetic, functional, technical, operational and
budgetary issues. The design shall be of international quality utilizing the framework and
INFRASTRUCTURE
SCHEDULE 1 - 8 25
updating the original Master Plan / Structure Plan. Based on the approval of the Concept
Design and upon the Employer's authorization to proceed, the Consultant shall prepare
drawings illustrating the scale and relationship of the Project Components and resolve
the Employer's programme requirements in accordance with Schedule 3.
(c) Detailed Design:
To include layout plans and details for all aspects of the work, fundamentally based on
Municipality and concerned authorities’ standards. The solutions proposed shall be
coordinated and integrated with the planning of the entire development.
3.2 Performance:
The design of the roads, structures, infrastructure and all related works, including T.I.S,
EIA and Geotechnical Investigation Study, shall meet the operational requirements of the
Municipality and related services authorities as generally described in this Terms of
Reference.
4 PROJECT KEY DATES
The Key dates for the implementation of the Project are subject to the acceptance of the
design programme in Schedule 3, but the Employer is seeking a "fast track"
implementation plan for the project.
5 PROCUREMENT ROUTE
4.1 It is proposed that the construction of the Project will be carried out under
2 separate direct contracts with the Employer, namely:
(a) Concept, preliminary and Detailed Design including Tender,

Contract and Construction Documentation.
(b) Construction Supervision services.
In respect of each such part of the Works, upon completion of the

tendering process, the Employer shall select a subcontractor and the
Contractor for the relevant direct contract will be required by the Employer
to enter into a subcontract with that subcontractor for the carrying out of
the applicable part of the Works.
6 APPOINTMENT OF OTHER CONSULTANTS
The Employer may appoint other consultants from time to time to provide
professional services in relation to the Project
 Master Planning and Architecture.
 Specialized Landscaping Architect.
 Specialized A/C and DCP Consultant.
 Project Management.
INFRASTRUCTURE
SCHEDULE 1 - 8  Procurement26
Specialist.
SCHEDULE 2
SCOPE OF SERVICES
1 SCOPE OF SERVICES
1.1 Complementary to The Inclusion of the Consultant Scope of Work, listed in

Section 2 of Schedule 1, Services to be performed by the Consultant in
relation to the Project are described below:
1.2 General
(a) The Services to be performed by the Consultant in relation to the

Project include comprehensive design, quantity surveying, tender
(including tender documentation), contract documentation,
construction documentation and construction supervision services
(including performing the role of the Engineer under the
Construction Contracts) in relation to the disciplines described
below to ensure that the Project as constructed is fit for the
purposes intended.
 Geometrical details for development subdivision, including each

individual plots coordinated demarcation plans which shall be
based on the approved Final Master Plan and pursued by the
Consultant with Municipality for the issuance of the respective
“Affection Plan”.
 Structural works related to roads and infrastructure.
 Mechanical works related to sewage treatment plants and
irrigation pump stations.
 Electrical works needed for the supply of the development.
 Storm Water Drainage network
 Sewerage network
 Soil stabilization and edge treatment.
(b) The Consultant shall complete the whole of the Services and each
part of the Services at the times and within the periods stated in
Schedule 3 of this Agreement. The Programme, required by the
Employer, is a “fast track” programme and the Consultant must
confirm that it is achievable.
(c) The Consultant shall in performing the Services take due

account of the Employer’s primary objectives in relation to the Project as
described in Schedule 1.
(d) The Consultant shall co-operate, co-ordinate and liaise with other
consultants appointed by the Employer to provide professional
services in relation to the Project including without limitation those
referred to in Schedule 1.
INFRASTRUCTURE
SCHEDULE 1 - 8 27
(e) The Consultant shall submit reports to the Employer on its progress
in the performance of the Services at such intervals and in such
form and numbers and with such detail as the Employer may
reasonably require.
(f) The Consultant shall in performing the Services use its best
endeavours to identify those technical and economic solutions
which are most suited to the requirements of the Project.
(g) in addition to the scheduled meetings, the Consultant shall as

requested by the Employer from time to time attend and participate
in other meetings held in relation to the Project and prepare
minutes thereof where appropriate.
(h) The Consultant shall in relation to the Project and at the

appropriate times obtain all necessary consents, approvals, no
objection certificates, permits, and the like from all relevant
authorities and departments including preparing all documentation
required in relation thereto and making all applications required
therefore. Such authorities and departments shall include without
limitation the Services Authorities and Traffic Police. All fees
associated with the applications shall be reimbursed to the
Consultant by the Client.
(i) The Consultant shall ascertain and co-ordinate the requirements of

all relevant authorities and departments in relation to the Project
and, subject to the approval of the Employer, shall incorporate all
such requirements into the design of the Project.
(j) Consult and attend meetings as necessary with the relevant

authorities and departments in relation to the Project and prepare
minutes thereof where appropriate.
(k) All designs prepared by the Consultant shall comply with all
relevant regulations, codes of practice and byelaws for the time
being in force in Angola.
(l) The Consultant shall obtain all relevant information and data
necessary to perform its obligations under this Agreement.
(m) Provide advice and assistance to the Employer in the identification

and consideration of alternative procurement routes and in
establishing the most appropriate route for the Project.
(n) Participate in value engineering exercises including attending value

engineering workshops.
(o) Provide Project Cost Report to the Employer each month (or at
such intervals as may be requested by the Employer) until the
INFRASTRUCTURE
SCHEDULE 1 - 8 28
completion of the services. In such form and with such details as
may be requested by the Employer.
(p) Prepare and submit to the Employer Project Cash Flow Forecast and
update thereof.
(q) Provide cost advise generally during design development including

carrying out cost comparisons of alternative design or construction
solutions as necessary or as requested by the Employer.
(r) Prepare design review reports, make formal design presentations and
assist in discussions with the Employer.
1.3 Preliminary Study Phase
(a) Carry out a preliminary study in relation to the Project and submit a
draft report thereon (including drawings and other documents as
necessary) to the Employer for review purposes in the number of
copies specified in Appendix A to this Schedule 2. The study shall
cover the following:
(i) Identify reasonable alternative solutions within the

framework of the Project.
(ii) Select and evaluate potential Project components for each

reasonable alternative.
(iii) Identify reasonable technical standards for further studies.
(iv) Analyse the advantages and disadvantages of the selected

alternatives with the technical standards under
consideration.
(v) Estimate service life and construction programme for each

of the selected alternatives and technical standards.
(vi) Ascertain all consents, approvals, no objection certificates,

permits and the like needed to be obtained from all relevant
authorities and departments and the procedures to be
followed in relation thereto.
(b) Discuss the findings of the preliminary study with the Employer as
detailed in the draft report and thereafter amend the draft report as
necessary and submit a final report (including drawings and other
documents as necessary) to the Employer for approval in the
number of copies specified in Appendix A to this Schedule 2.
1.4 Concept Design Phase
(a) Commence the Concept Design following receipt of the Employer’s

approval of the Preliminary Study Report.
INFRASTRUCTURE
SCHEDULE 1 - 8 29
(b) Prepare Tender Documents for the carrying out of a site
investigation and submit to the Employer in the number of copies
specified in Appendix A to this Schedule 2 (Such site investigation
shall be carried out by others engaged by the Employer). Review
Tenders received and report to the Employer thereon together with
recommendations. As requested by the Employer, prepare a Letter
of Intent or Letter of Acceptance (as applicable). Supervise the
carrying out of the site investigation works including the preparation
and issue of all necessary documentation required by the
contractor. Approve the work carried out by the contractor.
(c) Ascertain any changes required to the details obtained as part of

the Preliminary Study Phase in relation to the consents, approvals,
no objection certificates, permits and the like needed to be
obtained from all relevant authorities and departments and the
procedures to be followed in relation thereto and submit a report
thereon to the Employer.
(d) Ascertain all relevant regulations, codes of practice and byelaws.
(e) Prepare and submit to the Services Authorities a description of the

Project and two sets of layout drawings to enable the Services
Authorities to mark on their existing and proposed services in order
to identify and resolve any affection to or by the Project.
(f) Prepare and submit to the Employer for review purposes a draft of
the Concept Design Phase deliverables described in Appendix A to
this Schedule 2. Each such deliverable shall be marked “Draft”.
(g) Attend meetings with the Employer, Master Planner and other
consultants to discuss the draft Concept Design Phase
deliverables and prepare minutes thereof where appropriate.
(h) Amend the draft Concept Design Phase deliverables to incorporate

as applicable the requirements of the Employer and submit to the
Employer for approval purposes the final version of the Concept
Design Phase deliverables described in Appendix A to this
Schedule 2 including any additional deliverables required by the
Employer. Each such deliverable shall be marked “Final”.
1.5 Schematic Design Phase
(a) Commence the Schematic Design following receipt of the

Employer’s approval of the Concept Design.
(b) Attend design team meetings to be held at weekly intervals in

Angola throughout the Schematic Design Phase. The meetings
shall be chaired and minuted by the Consultant.
(c) Obtain site investigation and topographic survey information and

other relevant information commissioned by the Employer.
INFRASTRUCTURE
SCHEDULE 1 - 8 30
(d) Identify alternative construction methods and discuss with the
Employer.
(e) Propose alternative structural systems, report on technical

comparisons (indicating advantages and disadvantages) between
the systems proposed and discuss with the Employer.
(f) Based on the approved Concept Design prepare and submit to the
Employer for review purposes a draft of the Schematic Design
Phase deliverables described in Appendix A to this Schedule 2.
Each such deliverable shall be marked “Draft”.
(g) Attend meetings with the Employer and other consultants to

discuss the draft Schematic Design Phase deliverables and
prepare minutes thereof where appropriate.
(h) Amend the draft Schematic Design Phase deliverables to

incorporate as applicable the requirements of the Employer and
submit to the Employer for approval purposes the final version of
the Schematic Design Phase deliverables described in Appendix A
to this Schedule 2 including any additional deliverables required by
the Employer. Each such deliverable shall be marked “Final”.
1.6 Detailed Design Phase
(a) Commence the Detailed Design following receipt of the Employer’s

approval of the Schematic Design.
(b) Attend design team meetings to be held at weekly intervals in

Angola Arabia throughout the Detailed Design Phase. The
meetings shall chaired and minuted by the Consultant.
(c) Based on the approved Schematic Design, fully develop the design
and prepare and submit to the Employer for review purposes a
draft of the Detailed Design Phase deliverables described in
Appendix A to this Schedule 2. Each such deliverable shall be
marked “Draft”
(d) Attend meetings with the Employer or other consultants to discuss

the draft Detailed Design Phase deliverables and prepare minutes
thereof where appropriate.
(e) Amend the draft Detailed Design Phase deliverables to incorporate

as applicable the requirements of the Employer and submit to the
Employer for approval purposes the final version of the Detailed
Design Phase deliverables described in Appendix A to this
Schedule 2 including any additional deliverables required by the
Employer. Each such deliverable shall be marked “Final”.
INFRASTRUCTURE
SCHEDULE 1 - 8 31
1.7 Tender, Contract and Construction Documentation Phase
(a) Commence the Tender, Contract and Construction Documentation

Phase following receipt of the Employer’s approval of the Detailed
Design.
(b) That part of the Services described in this Sub-Clause 1.7 shall
apply to each direct contract and each subcontract referred to in
Sub-Clauses 4.1 and 4.2 respectively of Schedule 1 of this
Agreement.
(c) Based on the Detailed Design approved by the Employer, prepare

all technical documentation required for tender purposes and for
contract purposes including without limitation drawings,
specifications and schedules.
(d) Prepare all documentation required to construct the Project

including without limitation fully detailed drawings, specifications
and schedules (including bar bending schedules)
(e) Provide advice and assistance to the Employer in the

prequalification and selection of tenderers.
(f) Prepare and submit to the Employer for review purposes a draft of
the Tender documents in the number of copies specified in
Appendix A to this Schedule 2 comprising:
(i) the Specification

(ii) the Drawings
Each such document shall be marked “Draft”.
(g) Attend meetings with the Employer and other consultants to

discuss the draft documents referred to in paragraph (d) above and
prepare minutes thereof where appropriate.
(h) Amend and supplement the draft documents referred to in

paragraph (f) above to incorporate as applicable the requirements
of the Employer and submit the final version of the Tender
Documents to the Employer in the number of copies specified in
Appendix A to this Schedule 2.
(i) Prepare replies to technical queries relating to the Tender

Documents raised by Tenderers during the Tender Period and pass
to the Employer in the number of copies specified in Appendix A to
this Schedule 2 for incorporation into an Addendum to the Tender
Documents.
(j) Review the technical aspects of Tenders received and report to the
Employer thereon together with recommendations.
INFRASTRUCTURE
SCHEDULE 1 - 8 32
(k) Upon request, attend meetings of the Employer’s Tender
Committee.
(l) Attend and participate in Tender Clarification Meetings to be held

with Tenderers following the receipt and evaluation of the Tenders
including the preparation of minutes thereof where appropriate and
the preparation of supplement reports for submission to the
Employer.
(m) Prepare and submit to the Employer for review purposes a draft of
the following Contract documents in the number of copies specified
in Appendix A to this Schedule 2 comprising:
(i) the Specification

(ii) the Drawings
Each such document shall be marked “Draft”.
(n) Attend meetings with the Employer and other consultants to

discuss the draft documents referred to in paragraph (m) above
and prepare minutes thereof where appropriate.
(o) Amend and supplement the draft documents referred to in

paragraph (m) above to incorporate as applicable the requirements
of the Employer and submit the final version of the Specification
and Drawings to the Employer for incorporation into the Contract
documents in the number of copies specified in Appendix A to this
Schedule 2.
(p) Prepare ready for issue to the Contractor all documentation

required for the construction of the Project.
(q) In preparing the Tender documents, Contract documents and

documentation required for the construction of the Project the
Consultant shall take care to ensure that these are complete in all
respects and that there are no errors or omissions in relation
thereto which may necessitate the issue of a Variation Order and/or
entitle the Contractor to additional payments under the
Construction Contract.
1.8 Construction Supervision Phase
(a) That part of the Services described in this Sub-Clause 1.8 shall
apply to each direct contract referred to in Sub-Clause 4.1 of
Schedule 1 this document.
(b) Carry out the role of the Engineer under the Construction Contract with
due expedition and without delay. The said role is described in the Employer’s
standard Conditions of Contract. The Employer has provided the Consultant
with a copy of such Conditions and in any case the Consultant shall be deemed
to have full knowledge of the role of the Engineer as described therein. The
Consultant shall obtain the written approval of the Employer prior to carrying out
any duties of the Engineer under the Construction Contract which require such
INFRASTRUCTURE
SCHEDULE 1 - 8 33
written approval. The Consultant shall be the Engineer and provide the
professional services described in Clause 3 below (hereinafter called “the
Quantity Surveyor”)
(c) Issue to the Contractor all documentation (including without

limitation drawings and specifications) required for the construction
of the Works under the Construction Contract in the number of
copies specified in Appendix A to this Schedule 2. Provide to the
Employer the number of copies of such documentation specified in
Appendix A to this Schedule 2.
(d) Administer the terms of the Construction Contract and carry out
regular inspections of the construction and materials delivered to
site to ensure that the Works are constructed in accordance with
the Construction Contract.
(e) Utilise the Employer's project management technology platforms

where applicable to improve the efficiency of data management
and the Employer's decision making capability (for example,
Primavera Expedition or similar) and to not duplicate data
management)
(f) Set up and maintain document control systems in relation to the

Project.
(g) Arrange weekly site meetings to monitor and discuss the progress
of the Works and other matters relating to the construction of the
Project including chairing the meetings and preparing and
distributing the minutes.
(h) Arrange technical meetings as required including chairing the

meetings and preparing and distributing the minutes.
(i) Advise the Contractor of the permits, licences, certificates and the
like required to be collected by the Contractor from the relevant
authorities and departments and monitor the Contractor’s
compliance.
(j) Review and approval of the Contractor’s proposed procedures in

respect of health, safety and security matters and monitor the
Contractor’s adherence thereto.
(k) Review and approval of the Contractor’s procedures manuals

applicable to the Works including method statements and monitor
the Contractor’s adherence thereto.
(l) Review and approval of programmes submitted by the Contractor.
(m) Within seven days after the end of each month prepare and submit
to the Employer the number of copies of a progress report
specified in Appendix A to this Schedule 2 in such form and with
such detail as the Employer shall reasonably require and which
INFRASTRUCTURE
SCHEDULE 1 - 8 34
shall include colour photographs.
(n) Review and approval of shop drawings, product data, samples,

inspection and test reports and other Contractor submittals.
(o) Respond to technical queries, clarifications and the like raised by

the Contractor.
(p) Carry out off-site inspections of materials and equipment as

necessary.
(q) Issue Site Instructions in accordance with the Construction

Contract.
(r) Approve all materials.
(s) Instruct the Contractor to take samples as required.
(t) Issue the Engineer’s certificates of payment.
(u) Assist in the preparation of Variation Orders including preparing

and/ or amending drawings and specifications, if applicable.
(v) Advise the Employer of potential claims and claims avoidance.
(w) Advise the Employer as to the validity or otherwise of claims for

extensions of time submitted by the Contractor under the
Construction Contract.
(x) Prepare and submit to the Employer on a monthly basis reports on

the status of all claims for additional payments or otherwise
submitted by the Contractor under the Construction Contract.
(y) Check that the Contractor prepares and maintains Project records
including as-built drawings as the Works proceed.
(z) As appropriate, instruct the Contractor to open up completed work

to confirm or otherwise that it is in accordance with the
Construction Contract
(aa) Prepare lists of defects for all trades and issue to and check
rectification by the Contractor.
(bb) Check and approve the Contractor’s as-built drawings and

operations and maintenance manuals.
(cc) Compile all approved as-built drawings, operations and

maintenance manuals and other Project records and deliver to the
Employer the number of copies specified in Appendix A to this
Schedule 2.
(dd) Ensure that the Contractor provides all warranties and guarantees
INFRASTRUCTURE
SCHEDULE 1 - 8 35
required in accordance with the Construction Contract.
(ee) Instruct the Contractor to carry out all tests required under
the Construction Contract and attend all such tests. Inform the Employer
of the proposed date, time and place of all tests in sufficient time to enable
the Employer to have the opportunity of attending. Maintain a record of all
such tests including test certificates.
(ff) Prepare and submit to the Employer a preliminary handover report

and assist the Employer in the handover process.
(gg) Issue Taking-Over Certificates
(hh) Establish suitable procedures for the identification, notification and

rectification of defects during the Defects Liability Period and for the
final inspection of the Works prior to the issue of the Final
Certificate taking into account the need to avoid disturbance to
normal operations and use.
(ii) Carry out inspections of the Works at monthly intervals (or such
shorter intervals as may be necessary) during the Defects Liability
Period and thereafter as necessary to:
(i) confirm that all work outstanding on the date of issue of the
Taking-Over Certificate has been completed and all defects
previously notified to the Contractor have been remedied;
and
(ii) identify any further defects and notify the Contractor of such
further defects.
Submit a report to the Employer within seven days of each such

inspection giving details of the current status of works completed,
defects remedied and outstanding works and defects.
(jj) Carry out a final inspection after the end of the Defects Liability
Period and prior to the issue of the Final Certificate to confirm that
the Works have been carried out and completed in accordance
with the Construction Contract.
(kk) Review and approval of the technical content of guarantees and

warranties submitted by the Contractor including the period of
validity.
(ll) Issue Final Certificates.
(mm) Contribute to feedback reviews.
(nn) Carry out all other duties of the Engineer under the Construction
Contract not referred to elsewhere in this Sub-Clause 1.8 including
during the Defects Liability Period and thereafter up to and
including the issue of the last Final Certificate.
INFRASTRUCTURE
SCHEDULE 1 - 8 36
(oo) The Consultant shall allow for 3 inspections for the whole of the
works during the Defects Liability Period, to be carried out after
substantial completion, which includes the final inspection upon the
expiry of Defects Liability Period. During such inspection, the
consultant shall update the list of snags and outstanding works and
report/advise on any new defects with recommended remedial
action. The fees of the above work is payable after the issue of the
taking over certificate.
(pp) Prepare a pretender estimate based on BOQ.
(qq) Prepare replies to queries relating to the Tender Documents raised

by Tenderers during the Tender Period and incorporate into an
Addendum to the Tender Documents. Submit the Addendum to the
Employer in the number of copies specified in Appendix A to this
Schedule 2. The Consultant shall adopt Emaar’s standard format
for Addenda to Tender Documents”
(a) 3 THE CONSULTANT QUANTITY SURVEYOR
3.1 The Quantity Surveyor services engaged on this development shall be

undertaken by the Roads and Infrastructure Consultant and shall provide
the following professional services in relation to the Construction Phase of
the Project:
(a) Reviewing Performance Bonds and Advance Payment Bonds

submitted by the Contractor and advising the Employer on their
compliance or otherwise with the Contract. Advising the Employer
on any extensions needed to such Bonds.
(b) Checking that the Contractor complies with its insurance

obligations under the Construction Contract provided that the
wording of the policies of insurance shall be checked and approved
by the Employer’s insurance brokers
(c) Attendance and participation at Start-up Meetings, Site Meetings,

Progress Meetings and (as requested) other meetings
(d) Providing cost reports to the Employer each month (or at such
other intervals as may be requested by the Employer) until the
completion of the Services in such form and with such details as
the Employer shall require including without limitation the estimated
final account, a comparison with approved contract expenditure,
the cost effect of Variation Orders and Variation Order Requests
under consideration, the cost effect of claims (actual and potential)
for additional payments, adjustment of Provisional Sums, the status
of the remeasurement of the Works as executed (where
applicable) and cash flow forecasts
(e) Advising the Employer and the Engineer on cost and contract
matters generally including estimates of the cost of proposed
INFRASTRUCTURE
SCHEDULE 1 - 8 37
Variation Orders
(f) Establishing the value of Variation Orders, obtaining the approval

of the Employer and achieving agreement with the Contractor
(g) Maintain register of Variation Orders, both issued and under

consideration, including details of approval status and estimated or
agreed cost
(h) Checking advance, interim and final payment applications received

from Contractor, adjusting as necessary and making
recommendations to the Engineer for payment certification
purposes
(i) Maintain register of payments
(j) Checking the priced statements submitted by the Contractor in

respect of any work carried out on a daywork basis including the
accompanying substantiation, adjusting as necessary and reporting
to the Engineer
(k) Administration of Provisional Sum expenditure
(l) Remeasuring and pricing the works (where applicable), obtaining

the approval of the Employer and the Engineer and achieving
agreement with the Contractor
(m) Examining claims notices and submissions in relation to additional

payments and advising the Engineer on their validity. Advising of
potential claims and claims avoidance
(n) Provide advice and assistance to the Employer and the Engineer
on claims notices and submissions in relation to extensions of time.
Advising of potential claims and claims avoidance
(o) Provide advice to the Employer in relation to any entitlement to

liquidated damages under the Contract
(p) Checking the Final Account submitted by the Contractor, adjusting

as necessary and making recommendations to the Engineer and
the Employer
(q) Reviewing the non-technical content of guarantees and warranties

submitted by the Contractor and reporting thereon to the Employer
and the Engineer.
(r) Contribution to feedback reviews including analysis of Final
Account.
INFRASTRUCTURE
SCHEDULE 1 - 8 38
(b) 4 DESIGN ENGINEERING SERVICES
4.1 E ARTHWORKS
4.1.1 Land Survey
The Consultant shall verify and confirm the accuracy of the topographical survey data of
existing ground, carried out by others, provided by the Client.
4.1.2 Geotechnical Investigation
The Consultant shall carry out or employ an approved reputable

geotechnical consultant to perform all required geotechnical
investigations, testing, recommendations and reporting for the site
development. Investigations shall include development of general
soil profiles; bearing/stability characteristics of soil for construction
of infrastructure works and building sites (detailed foundation
investigations shall be the responsibility of other third party
consultants); permeability of soils and requirements for water
retention in lakes; chemical characteristics of soil and water for
agricultural purposes and corrosion protection. The geotechnical
consultant shall be selected (and approved by Eagle Hills).
The Consultant shall evaluate and select suitable and most

economic sources for imported soils, utilizing the surplus of rocks
and other excavated materials and providing details for stabilization
of slopes. The Consultant shall obtain the requirements of the
Master Planner for the quality of soil necessary to support the
respective plant life being designed by him and by third party
consultants.
The Consultant shall also, in consultation with the architect(s) and

geotechnical consultant, source structural fill material (if required)
for construction of building areas. However investigations and
details for foundation design shall be the responsibility of the
respective third party consultants.
(c) 4.1.3 Levelling and Grading
Using the existing condition survey information provided by the

land surveyor, the Consultant should construct a three-
dimensional existing ground digital terrain model (DTM). The
Consultant shall obtain from the Master Planner the proposed
finish ground contours contained in the final master plan. Then, in
coordination with the Master Planner and the building architect(s),
the Consultant shall develop a rough ground digital terrain model
to represent the desired topography of the site prior to the
placement of imported agricultural soil, structural fill, and lake bed
seals, if applicable. The Consultant shall use the DTM to calculate
INFRASTRUCTURE
SCHEDULE 1 - 8 39
earthwork quantities and shall then work with the above named
third party consultants to adjust the rough ground DTM to
minimize earth moving and to minimize the importation of bulk fill
materials.
The Consultant shall provide suitable scaled drawings of the

entire site showing both the existing and rough ground contours
generated from the respective DTM. In addition, the drawings
shall identify all necessary control points, which will be separately
tabulated, to show X, Y, Z coordinates of those points, such that
these points can be staked out for construction of the earthworks.
Sufficient control points shall be documented to allow the rough
grading to be fully constructed as per the DTM.
(d) 4.1.4 Finish Grading
In coordination with the Master Planner, and the building

architect(s), the Consultant shall develop a finish grading DTM to
represent the desired final topography of the site for handover to
the landscape contractor, building contractor(s) and others as
instructed by the owner.
The Consultant shall produce suitably scaled drawings of the

entire site showing both the rough grading contours and the finish
grading contours generated from the respective DTM’s. In
addition, the drawings shall identify all necessary control points,
which will be separately tabulated to show X, Y, Z coordinates of
these points, such that these points can be staked out for
construction of the earthworks. Sufficient control points shall be
documented to allow the finish grading to be fully constructed as
per the DTM.
S ECTION I.2 4.2 P LATTING
Based upon master planning information provided by the Master

Planner, the Consultant shall calculate alignments for all right-of-
way lines and lot lines within the site.
Right-of-way centerline alignment drawing shall be produced at,

and shall identify and tabulate the coordinates of all alignment
control points. In addition, all alignment curves shall be identified
and curve information for each curve tabulated.
Individual A4 sheets shall be produced for each of the building

lots, with the lot drawn to a suitable scale. On the drawing, all lot
dimensions, angles, and corner coordinates shall be shown. In
addition, finished spot elevations of the plot and surrounding
landscaped areas, roads, etc. shall be shown. Connection point
locations and elevations for utility, services, as well as access
restrictions, shall be shown.
The Consultant shall be responsible to produce service utilities
plans and site plans for each villa in order to assist Emaar to
INFRASTRUCTURE
SCHEDULE 1 - 8 40
obtain affection plans from Municipality.
Section I.3 4.3 T RANSPORTATION AND T RAFFIC I MPACT

S TUDY
The Consultant shall be responsible for the traffic impact study

and design of all aspects of the roadway system within the
Development including connections to surrounding municipal
roads. This to include pavement design of the proposed roads.
(a) 4.3.1 Roads and Parking
The Consultant shall design the necessary transportation facilities

for the Site. Minimum drawings to be produced are as follows:
Key Plan
Roadway Layout
Geometrical Data
Parking (off street) Layout
Intersections Details and Spot Elevations
Typical Sections
Profiles
Spot Levels
Road Lighting
Roadway Details
Signs and Marking Layout
Signs and Marking for Intersections and Parking
Signs and Markings details
Section I.4
Section I.5 4.4 S TORM WATER D RAINAGE
The Consultant shall design for the disposal of storm water to minimize the
impact on residents and the destruction or inconvenience caused by
rainwater within residential plots, landscaping, and other developments.
(a) 4.4.1 Study
The Consultant shall conduct a study to evaluate various methods

for disposing of or re-using collected storm water runoff. This may
involve retention, groundwater recharge, percolation, pumped
outlet gravity outlet, or other methods.
(b) 2.4.2 Collection System
The Consultant shall investigate suitable means and methods of

collecting and removing surface water from undesired areas and
conducting that water away from those areas. The storm water
collection and drainage system shall be included with all other
utilities on utility plans. Drainage detail drawings shall be provided
INFRASTRUCTURE
SCHEDULE 1 - 8 41
at appropriate scales.
(c) 2.4.3 Retention and Disposal
Based upon the findings of the study the Consultant shall design
the appropriate disposal system. Appropriate drawings and
details shall be developed for the selected disposal methodology.
Section I.6 2.5 L IGHTING
Site Lighting Plan will be developed by the Master planner, which will
include lighting for hardscape, landscape and water feature areas (not
including external lighting associated with various buildings).
The Consultant shall discuss the architectural style and treatments of the
light poles and lanterns with the Master Planner.
However, the Consultant shall be responsible for the development of the

lighting design to achieve appropriate illumination levels, uniformity’s and
cut-offs in accordance with accepted standards for lighting.
Lighting facilities shall be included on utility plans. Necessary lighting

details shall be provided at appropriate scales.
Section I.7 4.6 P OTABLE W ATER
The Consultant shall study and design all necessary aspects of potable
water supply and distribution.
(a) 4.6.1 Water Distribution System
The Consultant shall design a water distribution system to deliver

a metered water supply to each plot and all other facilities
requiring water, including fire protection, within the Project. Water
distribution system facilities shall be shown on the utility plans.
Other appropriate details shall be developed as required.
Section I.8 4.7 S EWERAGE

(a)
(b) 4.7.1 Sewerage Collection System
The Consultant shall design a sewerage collection system to

collect domestic sewerage from each plot and all other facilities
requiring such within the Project. Sewerage collection system
facilities shall be shown on the utility plans. Other appropriate
details shall be developed as required.
INFRASTRUCTURE
SCHEDULE 1 - 8 42
(c) 4.7.2 Sewerage Treatment/Disposal System
The Consultant shall design the appropriate and necessary

facilities. Drawings at appropriate scales shall be developed to
suitably depict the design.
Section I.9 4.8 IRRIGATION
(a) 4.8.1 Irrigation Distribution System
The Consultant shall design an irrigation distribution system to

deliver a metered irrigation water supply to each plot and all other
facilities requiring irrigation water within the Project (including
supply to the water delivery systems for the landscaping).
The consultant shall design an irrigation system to deliver water to

the golf course taking into account the topography of the land as
well as the climate. The consultant needs to provide various
options and the study is to include the most efficient and cost
effective method of irrigation and is to also take the utilization of
the scarce recourse such as water into account.
Section I.10 4.9 E LECTRICITY
(a) 4.9.1 Study
The Consultant shall conduct a study to evaluate the methods for

obtaining electricity supply for the Project by connecting to
Concerned Authorities or by examining other possibilities such as
own power generation
(b) 2.9.2 Electrical Network
The Consultant shall design an electrical network to deliver a

metered electrical supply to each plot and all other facilities
requiring electricity within the Project. The electrical network
facilities shall be shown on the 1:500 scale utility plans. Other
appropriate details shall be developed as required.
(c) 2.9.3 Electrical Supply Connection
Based upon the findings of the study, the Consultant shall design
the appropriate and necessary facilities. Drawings at appropriate
scales shall be developed to suitably depict the design.
Section I.11 2.10 T ELECOM
(a) 2.10.1 Study
INFRASTRUCTURE
SCHEDULE 1 - 8 43
The Consultant shall conduct a study to evaluate methods of
obtaining telecom services for the Project from the related service
provider.
(b) 2.10.2 Telecom Network System
The Consultant shall co-ordinate with Telecommunication Authority

for the design of the telecom network system to deliver telecom
services to each plot and all other facilities requiring such within
the Project. Telecom network system facilities shall be shown on
the utility plans. Other appropriate details shall be developed as
required.
(c) 2.10.3 Primary Telecom Connection
Based upon the findings of the study, the Consultant shall design
the appropriate and necessary facilities. Drawings at appropriate
scales shall be developed to suitably depict the design.
Section I.12 2.11 C ONSTRUCTION B UDGET C ONTROL
The Consultant shall establish an outline construction budget cost based

upon the concept master plan for the project and the preliminary findings
of the various engineering studies. The budget costs shall be reviewed
and amended as necessary during the design development stages, or at
least at monthly frequencies.
The Consultant shall use the budget cost as a framework for the
completion of an elemental cost plan, which shall list in detail all
infrastructure elements. As part of the program management
responsibilities, the Consultant shall assimilate the infrastructure cost
estimates with the similar cost estimates prepared by the other third party
consultants, into a master project budget.
2.12 LANDSCAPING
The Consultant shall coordinate with the designer appointed by the client
for the landscaping including streetscapes.
2 STAFF
3.1 Design Staff
The Consultant’s personnel (including any replacement personnel)

occupying the following positions in the provision of that part of the
Services relating to design shall meet the criteria described below and
shall be subject to the prior approval of Emaar. No such approval or
otherwise shall release the Consultant from any of its obligations or
liabilities under this Agreement.
INFRASTRUCTURE
SCHEDULE 1 - 8 44
(a) Project Architect / Engineer
 Relevant degree from a recognised University or relevant

professional qualification
 Minimum [ 20 ] years relevant experience
 Minimum [ 10 ] years relevant experience in similar projects
 Minimum [ 5 ] years experience in Angola (project manager)
(b) Senior Architect / Engineer

 Minimum [ 5 ] years experience in Angola (Senior)
(c) Architect / Engineer

 Minimum [ 5 ] years experience in the Angola.
(d) Junior Architect / Engineer
 Relevant technical qualification

 Minimum [ 3 ] years experience in Angola.
3.2 Supervision Staff
(a) The Consultant’s personnel (including any replacement personnel)

occupying the following positions in providing that part of the Services
described in Sub-Clause 1.5 (Construction Supervision Phase) above shall
meet the criteria described below and shall be subject to the prior approval of
Emaar. No such approval or otherwise shall release the Consultant from any of
its obligations or liabilities under this Agreement:
(i) Resident Architect / Engineer
 Relevant degree from a recognised University or

relevant professional qualification
 Minimum [ 10 ] years relevant experience in similar
projects
INFRASTRUCTURE
SCHEDULE 1 - 8 45
(ii) Senior Architect / Assistant Resident Engineer

projects
(iii) Inspector, Surveyor
 Relevant technical qualification

projects
(iv) Quantity Surveyor

 Minimum [5] years relevant experience in similar projects
(b) If, in the opinion of the Employer, the level of site supervision
provided by the Consultant is inadequate, the Consultant shall
provide such additional staff as are deemed by the Employer to be
necessary at no additional cost to the Employer.
Article II. 4 ASSISTANCE IN LEGAL PROCEEDINGS
The Consultant shall if and when necessary at the request of the Employer
render all assistance that may be required by the Employer for conciliation
or mediation proceedings or for prosecuting or defending any legal
proceedings or arbitration before any court of law, tribunal, authority or
other such forums in relation to any dispute which may arise out of or in
connection with the Project. The said assistance may include without
limitation giving evidence as a witness in the said proceedings or
arbitration. The remuneration to be paid by the Employer to the
Consultant for providing such assistance shall be as is agreed in writing
between the Employer and the Consultant. The obligations of the
Consultant under this Sub-Clause 5.1 shall continue indefinitely
notwithstanding the expiration or termination of this Agreement.
INFRASTRUCTURE
SCHEDULE 1 - 8 46
SCHEDULE 2
APPENDIX A
DELIVERABLES
The Consultant shall provide the Employer with Soft and Hard Copies for each discipline
/package in the number of copies specified below.
Deliverable Scale Size Format Require

No of
Copies
A DRAFT DETAILED DESIGN
1:1000 A1 Hard+Soft 3
B FINAL DETAILED DESIGN
1:1000 A1 Hard+Soft 3
C DRAFT TENDER DOCUMENTS
A1+A4 Hard+Soft 2
D FINAL TENDER DOCUMENTS FOR ISSUE
1:1000 A1+A4 Hard+Soft 8
E ADDENDA TO TENDER DOCUMENTS
1:1000 A1+A4 Hard+Soft 8
F DRAFT CONTRACT DOCUMENTS
A1+ A4 Hard+ Soft 3
G FINAL CONTRACT DOCUMENTS FOR SIGNATURE
A1+ A4 Hard+ Soft 3
H CONSTRUCTION DOCUMENTS
1. To the Contractor
INFRASTRUCTURE
SCHEDULE 1 - 8 47
1:1000 A1+ A4 Hard+ Soft 2
2. To the Employer
1:1000 A1+ A4 Hard+ Soft 2
I REPORTS
A4, as specified Hard+ Soft 4
J AS-BUILT DRAWINGS, MANUALS, OTHER PROJECT RECORDS
1:1000 A1+ A4 Hard+ Soft

2
INFRASTRUCTURE
SCHEDULE 1 - 8 48
SCHEDULE 3
PROGRAMME
1 PROGRAMME
1.1 The Consultant shall commence the Services upon receipt of the Employer's
Notice to Proceed and thereafter shall provide and complete the same at the
times and]within a total design period of 11 months submissions are agreed
and phased to suite the fast track Development Schedule. However, listed for
guidance, the periods stated below subject to any extensions thereto as may
be agreed between the Employer and the Consultant in accordance with the
Agreement. Allow for overlapping the design completion activities for the
development phases, as applicable. Allow one week to obtain the review
comments/approval of the Client.
Period
Preliminary Study [ 30 ] Days after receipt of Employer's

approval notice to proceed.
Preliminary Design [ 60 ] Days after receipt of Employer's

approval of the Preliminary Study.
Draft Detailed Design [ 120 ] Days after receipt of Employer's

approval of Final Schematic Design
Final Detailed Design [ 30 ] Days after receipt of Employer's

approval of draft documents
Draft Tender Documents [ 30 ] Days after approval of Final

Detailed Design
Final Tender Documents [ 15 ] Days after receipt of Employer’s

Draft Contract Documents [ 15 ] Days after decision to award a

Contract
Final Contract Documents [ 15 ] Days after receipt of Employer’s

Construction Documents [ 30 ] Days after decision to award a

Contract
INFRASTRUCTURE
SCHEDULE 1 - 8 49
That part of the Services relating to the Construction Phase shall be
provided by the Consultant in accordance with a programme that meets
the requirements of the Construction Contract and the reasonable
requirements of the Employer.
2 APPROVAL BY THE EMPLOYER
2.1 The anticipated periods of time to be taken by the Employer in the review
and approval of or commenting on documentation prepared and provided
by the Consultant from the date of its receipt by the Employer are set
down below.
Period
Draft Concept Design [ 7 ] Days
Draft Detailed Design [ 7 ] Days
Final Detailed Design [ 7 ] Days
Draft Tender Documents [ 7 ] Days
Draft Contract Documents [ 7 ] Days
INFRASTRUCTURE
SCHEDULE 1 - 8 50
SCHEDULE 4
REMUNERATION
1 GENERAL
1.1 In consideration of the Consultant performing the Services, the Employer

shall pay to the Consultant remuneration calculated and payable in
accordance with Clauses noted below.
2 FEES
2.1. The Consultant fee for the performance of the whole of the design works is
US$. ………………..which is fixed price lump sum fee. A breakdown of the said
fee is given below:
2.1.1 Earthworks
2.1.2 Platting
2.1.4 Storm water
2.1.5 Lighting
2.1.6 Transportation
2.1.7 Water
2.1.8 Sewerage
2.1.9 Irrigation
2.1.10 Electricity
2.1.11 Telecom
2.1.12 Construction Budget Control,

Quantity Surveying Tender Analysis
Documentation and supervising the
Project during Defects Liability Period.
2.1.13 Landscaping (Streetscape)
2.1.14 Total Fees (item 2.1.1 to 2.1.13, all inclusive)
INFRASTRUCTURE
SCHEDULE 1 - 8 51
2.2 Reimbursable
The Lump sum prices quoted in Section 2.1 are inclusive of all costs for
personnel, overhead, benefits, supplies, equipment, facilities and any
other cost head incurred in the execution of the various design tasks.
2.3 Supervision Services

The Consultant shall quote monthly rates for each of the following
positions. The number and duration of each position shall be determined
and filled into the following schedule. Rates quoted are all inclusive of
working conditions as per Angola Labor Law.
Supervision services should cover site grading, construction of

infrastructure, soft and hard landscaping including lake, roads, water
features, etc. and compound wall surrounding the Project.
(a) 2.3.1 Resident Architect / Engineer
Monthly Rate Part Time

(US$) Rate for 50%
Working Time
2.3.1.1 Resident Engineer/Architect
2.3.2 Senior Engineer/ Assistant Resident Engineer/ Programme Manager
Monthly Rate Part Time Rate

( US$) for 50%
Working Time
2.3.2.1 Assistant Resident Engineer
2.3.2.2 Programme Manager
2.3.2.3 Senior Coordination Engineer
2.3.3 Quantity Surveyors

(US$) for 50%
Working Time
2.3.3.1 Senior Quantity Surveyor
2.3.3.2 Quantity Surveyor
2.3.4 Inspectors/Surveyors & secretary

(US$) for 50%
INFRASTRUCTURE
SCHEDULE 1 - 8 52
Working Time
2.3.4.1 Engineer-Roads/Utilities
2.3.4.2 Inspector – Roads
2.3.4.3 Inspector – Utilities
2.3.4.4 Inspector – Materials
2.3.4.5 Surveyor
2.3.4.6 Secretary
Note: For part time work to be 50% of the full time work
2.4.5.1 Defects Liability Period
The consultant‘s fees per one year for following up the

Contractual and Site issues for completed works till the
End of the 12 months Defects Liability Period. -------------------------- US$. Per
year
2.4.6.1 Geotechnical Investigation Study:
The Consultant is required to fill in his price offer against the

items listed in the table below. The actual required and executed
quantities of the Boreholes, which include all required field and
laboratory testing, shall be subject to re-measurement
(regardless if increased or decreased) and shall be evaluated
and certified for payment based on the inserted rates.
The Geotechnical study shall include all required testing and
analysis in accordance with the international codes and guides.
The final report shall include but not limited to Geotechnical
assessment (Landslides, Rock Falls, Unstable or Potentially
Unstable Slopes, Seismic Effects, Ground Subsidence,
Expansive Soil, Heaving Bedrock, Corrosive Soil, and Erodible
Soil and Rock.
Ground water hydrology and prediction of the land use impact on

the ground water compositions and elevations. Investigate the
underground water size reserve capacity for using to supply
residents.
INFRASTRUCTURE
SCHEDULE 1 - 8 53
Geotechnical design recommendation for infrastructures and
different types of buildings (Two stories villas, multi stories
buildings six /nine floors).Geophysical methods shall be used to
provide section profiles in the soil/rocks. The final report of
Stage 1 of the study must be submitted within six weeks from
inception time.
Stages
Subject Total
Quantity
(US$)
Depth 10m 600 LM
Depth 15m 300 LM

Bore Holes
Depth 30m 200 LM
Total (US$)
First Stage To be carried out as the 1st Stage
Total(US$) Lump Sum:

Rstvty.
Elctrc.
Total(US$) Lump Sum:

Survey
Rfrctn.
Ssmc.
Geological Study Lump Sum:

Engineering &
Disk work
Radar Imaging Lump Sum:
Total(US$)
Grand
Lump Sum:
Phase
Total
Total(US$)
First
Second Stage to
Bore Holes Depth
10 1,800 LM
15 1000 LM
30 500 LM
Total(US$)
INFRASTRUCTURE
SCHEDULE 1 - 8 54
be set as for buildings
Grand
Phases
Total
Total(US$)
Section II.2
2.4.7.1 Traffic Impact Study:
The Traffic Impact Study shall cover the entire

development’s impacts on the transportation System within
the Study Area including vehicular traffic and parking,
transit and pedestrian impact, and process appropriate
mitigation measures.
The schedule for this project is which must include

concerned Municipality, Local Authorities input and approval
as necessary.
T ASK 1 – R EVIEW OF AVAILABLE P LANS , S TUDIES AND E XISTING

C ONDITIONS
The Study Area boundary would be identified in co-
ordination with the Client; the Study Area will cover the
adjacent areas of Influence.
Task1 will also include a review of the development

densities, phasing and land-use activities to identify any
deficiencies in the integrity of the plan. Nearby committed /
planned developments.
Co-ordination with all parties concerned, including master

planners and concerned government departments as
essential requirement and extremely important for the
successful completion of this task.
T ASK 2 – T RIP G ENERATION ANALYSIS
INFRASTRUCTURE
SCHEDULE 1 - 8 55
The trip generation analysis task will include an examination
of the land-use information provided by the Client for the
project, and other development information within the Study
Area. Trip Generation rates compatible with Government
Transportation Department standards will be applied to
estimate the traffic expected during the A.M/L.T/P.M Peak
Hours of a typical weekday. Other resources of Trip
Generation will also be examined including the ITE Manual,
the Consultant’s database for similar land – uses, and
possible surveys.
INFRASTRUCTURE
SCHEDULE 1 - 8 56
T ASK 3 – T RIP D ISTRIBUTION , ASSIGNMENT AND M ODAL S PLIT
Trips generated will be distributed to the internal and

external zones of the Study Area. The zoning system will
include sub-area zones for each development. The doubly
constrained exponential gravity model will be applied and
the results will be reviewed for reasonableness with
adjustments made as necessary.
The relevant model will be applied to obtain the traffic

assignment. The traffic volumes on the roads and turning
movement volumes for the peak hours will be obtained for
the site and background traffic. Analysis based on these
volumes will be carried out on the next task to develop
solutions and mitigating measures.
The modal split component will be developed in conjunction

with the Developer policies and provisions for alternative
travel modes, and Municipality’s policy in this regard.
TASK 4 – ANALYSIS OF F UTURE C ONDITIONS AND

D EVELOPMENT OF S OLUTIONS INCLUDING PEDESTRIAN,
P ARKING , V EHICLE S ERVICE AND S IGNAGE R EQUIREMENTS
The main output of the traffic modelling exercise will be

used to start providing alternatives to the transportation
system in order to reach the preferred transportation system
that specifically benefits the development and the
Municipality in general. Based on the assignment results,
the Consultant will study the road network with and without
the proposed development to address the critical overall
future traffic conditions. The Consultant will also study the
need for and feasibility/advisability of other transportation
modes including public transit.
The Traffic Impact Study will provide a practical

transportation study for the various years 2007, 2010 and
the Target Year (2020), for the development and provide an
assessment of the following:
Vehicular access to the development with concentration on

entry/exit points.
Vehicular movement over the Study Area to/from the site
including intersections and roadways.
Review of transportation infrastructure needed to meet the
future demands.
INFRASTRUCTURE
SCHEDULE 1 - 8 57
Introduction of various alternatives for the transportation
system, which takes into consideration the final
recommendation of this development Master Plan and
Emaar’s vision regarding the transit issue.
Recommendation of the final transportation system in the
Study Area to ensure the integration of the Project.
As part of the works of the Traffic Impact Assessment, the
Consultant will provide conceptual road design layout for
the recommended solutions in the Study Area.
Level of Service Analysis for the roads and intersections
within the Study Area using proven traffic analysis
packages.
Recommendation of the possible set of travel management
measures and policies, which can reduce travel demand
and/or shift or help redistribute this demand (timely and/or
spatially) in order to improve circulation and level of
service.
Study the requirement of pedestrian access and circulation
and integrate their needs (walkways and footpaths) to
ensure smooth and safe pedestrian movement and access.
Study bicycling requirements particularly for leisure
purposes and check the need to provide bicycle track
networks.
Conducts a detailed parking demand and supply analysis for
each of developments based on Municipality’s standards,
and identify any deficiencies in terms of size and
distribution.
Provide access guidelines for parking spaces/lots following
Municipality standards. Concentration will be given to
optimizing entry/exit arrangements and circulation and
safety requirements.
Study service vehicles and the relevant circulation
requirements and recommend the needed loading/unloading
facilities.
Provide basic information regarding signage requirements
for the internal and external road network according to
Municipality.
T ASK 5 – R EQUIREMENT TO C OMPLY WITH M UNICIPALITY

T RAFFIC IMPACT S TUDIES M ANUAL.
The Consultant will prepare the Final Report of the Traffic

Impact Study in compliance with the Municipality
Guidelines, as described in the Traffic Impact Studies
Manual for Land Use and Development Control in Angola
and co-ordinate with the Municipality’s Comprehensive
Planning Studies Unit, Planning and Survey Department
during the preparation.
INFRASTRUCTURE
SCHEDULE 1 - 8 58
T ASK 6 – P REPARATION AND D ELIVERY OF F INAL R EPORT
“T RAFFIC IMPACT S TUDY ”
The Consultant will prepare the Final Report, which will

integrate all the Technical Reports of the previous tasks.
The Final Report will contain the recommended
Transportation System, along with the implementation
program for the year 2014 and the Target Year (2025).
The Final Report has to be presented in 4 (Four) original

copies contain all collected data, charts and the gain
results.
3.0 F EE P ROPOSAL
Lump sum fee for the scope of Traffic Impact Study Services
as detailed under Section 2.0 above is US$ ___________
(Dollars ………….................)
P ROVISIONS
The monthly rates quoted in Section related to the supervision staff are
inclusive of all personnel costs for salaries, benefits, housing,
transportation, including site transportation, dependent costs, corporate
overhead, and profit. The fees to include supervision of Contractor’s
activities (60 hrs / week). The following items are to be provided by Eagle
Hills directly or through one or more of the construction contracts:
 Supervision staff site office, fully furnished, equipped and supplied

including land telephone lines only.
 Site equipment necessary for surveying, sampling, field tests,
inspections, etc.
WORKING HOURS
The Consultant's personnel working full time in the performance of the Services in the
site office accommodation referred to in Schedule 6 of this Agreement shall work all such
hours as are necessary for the proper performance of the Services.
VISAS AND PERMITS
The Consultant shall be responsible for and bear the cost of obtaining the
visas and other permits needed by the Consultant's personnel to enter
into and reside and work in Angola as required for the purposes of
INFRASTRUCTURE
SCHEDULE 1 - 8 59
performing the Services. The Consultant shall be responsible for all other
legal requirements relating to such personnel and their employment.
INVOICES
As soon as practicable after the end of each month during which the
Consultant has performed part of the Services, it shall compute the
remuneration to which in accordance with Clauses above it is entitled in
respect of that month and shall submit to the Employer an invoice for the
same.
Invoices shall be in such form and with such details as the Employer may
from time to time require. Invoices shall be accompanied by [signed time
sheets,] documentation in support of the reimbursable expenses incurred
as described above and such other documentation and other information
as the Employer may require to substantiate the said invoices.
PAYMENT
The Employer shall within Forty five (45) days of receipt of an invoice prepared and
substantiated in accordance with Clause above or as soon as reasonably practicable
thereafter, pay to the Consultant at such bank as the Consultant may from time to
time specify in writing to the Employer, the full amount due less any amount due from
the Consultant to the Employer. If any item on any such invoice is disputed or subject
to question by the Employer, this shall not entitle the Employer to delay payment of
the remainder of such invoices.
CURRENCY
Invoices submitted by the Consultant shall in the case of fees be in US$ and in the
case of reimbursable expenses in the currency of expenditure. Payment of the
amount due under such invoices shall be in the currency so invoiced.
APPOINTMENT OF AUDITOR
The Consultant shall maintain up-to-date records which clearly identify relevant time
and expense.
Except where this Agreement provides for lump sum payments, within twelve
(12) months (or within the period specified by Saudi law, whichever period is the
longer) after the completion or termination of the Services, the Employer can at
notice of not less than seven (7) days require that a reputable person(s) or firm
nominated by him audit any amount claimed by the Consultant by attending
during normal working hours at the office where the records are maintained. The
cost of such audit shall be borne by the Employer. The Consultant shall provide
every assistance to such person(s) or firm in carrying out the said audit including
without limitation providing office access and the provision of and unrestricted
access to all documentation requested by such person(s) or firm.
INFRASTRUCTURE
SCHEDULE 1 - 8 60
PENALTIES AND DELAYS
The Consultant shall perform his duties and submit deliverables as required to meet
the agreed programme.
The Employer shall apply penalties to the value of US 2 500 per day delay to an
unlimited value but not exceeding 20% of the Contract Value.
Such penalty shall apply at the end of the total design phase and become applicable,
should the Consultant fail to deliver the final Phase of the Tender and Contract
Documentation deliverables, as based on the agreed Completion dates.
Penalties shall be provisional reflecting the Consultant’s ability to recover any lost
time prior to the Completion Date for the Tender Documentation. Actual cumulative
delays will be assessed at that time and deducted from the Consultant’s progress
payment due.
INFRASTRUCTURE
SCHEDULE 1 - 8 61
SCHEDULE 4
APPENDIX A
MANPOWER SCHEDULE
INFRASTRUCTURE
SCHEDULE 1 - 8 62
SCHEDULE 4
APPENDIX B
Travel Policies and Procedures for Guests and Consultants
INFRASTRUCTURE
SCHEDULE 1 - 8 63
SCHEDULE 5
INSURANCE
1 Without in any way limiting or detracting from the Consultant's liabilities under any
other provisions of this Agreement, the Consultant shall at its own cost take out
from the commencement of the Services and maintain until the date four months
after the date of completion of the Services (other than Professional Indemnity
Insurance which shall be maintained for the period described in paragraph (e)
below) the following insurances with insurers acceptable to the Employer. The
policy or policies of such insurance shall be in such form and with only such
exclusions and restrictions as the Employer may accept.
(a) Public Liability Insurance in the joint names of the Consultant and the
Employer and incorporating a cross liability clause covering legal liability
for injury, illness or death to persons or for loss of or damage to property,
including in each case claimant's and defence costs, resulting from or
incurred in connection with the carrying out of the Services and/or the
Consultant's observance or performance of or failure to observe or
perform its other obligations under this Agreement. Such liability shall
without limitation include liability to employees and agents of the Employer.
Such coverage shall have a limit of liability of not less than that required by
the laws of the Angola.
(b) All Risks Insurance in respect of physical loss or damage which may occur
to any equipment or other property of the Consultant and its personnel,
sub-consultants, representatives and agents. The said equipment or
other property shall be covered wherever in the world the same may for
the time being be situated and even if the same be in transit. Such cover
shall have a limit of liability of not less than the current replacement value
of all such equipment and other property and shall include all labour
charges, transportation charges, professional fees and other expenses.
(c) Workmen's Compensation and Employer's Liability Insurance, being

coverage in respect of personal injuries (including death and including
claimant's and defence costs) to the employees of the Consultant and/or
its sub-consultants, representatives and agents resulting from or in
connection with the performance of the Services and/or the Consultant's
observance or performance of or failure to observe or perform its other
obligations under this Agreement. Such insurance includes any and all
compensation and other benefits required of the Consultant and/or its
sub-consultants, representatives and agents by the Workmen's
Compensation or similar statutory insurance laws of Angola in respect of
liability for bodily injury by accident or disease including death resulting
therefrom sustained by any employees of the Consultant and/or its sub-
consultants, representatives and agents arising out of and in the course of
their employment in connection with this Agreement. The limit of liability in
respect of Employer's Liability Insurance shall not be less than US$ 300
000 (American Dollars) for any one occurrence.
INFRASTRUCTURE
SCHEDULE 1 - 8 64
The obligations of this paragraph (c) shall with respect to any employees
of a subcontractor, representative or agent of the Consultant be satisfied
by a policy otherwise complying with this paragraph (c) but being in the
name of the subcontractor, representative or agent rather than that of the
Consultant, provided that the Employer is indemnified under the policy; but
the Consultant shall be liable for procuring the compliance by the
subcontractor, representative or agent with the provisions of Clause 2 of
this Schedule 5.
(d) Motor Vehicle Third Party and Passenger Liability Insurance being
coverage in respect of death of or injury to persons and/or for loss of or
damage to property in respect of any motor vehicles owned or leased and
used by the Consultant in connection with the performance of the
Services. The Consultant shall ensure that its sub-consultants maintain
such insurance in respect of motor vehicles provided and used by them in
connection with the performance of the Services. Such insurance shall
provide an unlimited indemnity for death of or injury to persons and the
equivalent of not less than US$ 300 000 for loss of or damage to property
which shall be extended as may be necessary to cover any additional
cover required by statutory requirements in the Country.
(e) Professional Indemnity Insurance, being coverage in respect of the

performance of the Services by the Consultant and its personnel and sub-
consultants. Such insurance shall be in an amount of not less than US
5,000,000 (or an equivalent sum in an alternative currency acceptable to
the Employer) for any one occurrence or series of occurrences arising in
any one year out of any one event and shall be maintained in the full
amount of US 1 500 000 from year to year notwithstanding any previous
claim or claims for a period of ten (10) years from the completion of the
Services.
The obligations of this paragraph (e) shall with respect to any

subcontractor of the Consultant be satisfied by a policy otherwise
complying with this paragraph (e) but being in the name of the
subcontractor rather than that of the Consultant but the Consultant shall
be liable for procuring the compliance by the subcontractor with the
provisions of Clause 2 of this Schedule 5.
2 The Consultant shall procure that each of the policies of insurance referred to in
paragraphs (a), (b), (c) and (d) of Clause 1 of this Schedule 5:
(a) contains a clause indemnifying the Employer, its officers, directors,

employees, agents and appointed representatives as though they are the
Insured and a waiver by the Consultant's insurers of any and all rights of
subrogation they might otherwise be able to exercise, against the
Employer, its officers, directors, employees, agents and appointed
representatives;
(b) is endorsed to state that the insurance complies with the obligations of the
Consultant to effect insurance under the terms of this Agreement; and
INFRASTRUCTURE
SCHEDULE 1 - 8 65
(c) is endorsed to provide that the insurer will provide the Employer with not
less than thirty (30) days notice prior to cancellation, termination or
alteration of cover.
3 The Employer shall be entitled from time to time upon demand to inspect the said
policy or policies of insurance and to request satisfactory evidence that the said
policy or policies is or are in full force and effect (including without limitation the
furnishing by the Consultant of a copy thereof and of any certification by the
insurer relating thereto). The Consultant and its personnel, sub-consultants,
representatives and agents shall not do or omit to do anything whereby the said
policy or policies may be or become void or voidable.
4 If the Consultant fails to effect or keep in force the insurances required under this
Agreement, then the Employer may, without prejudice to any other rights and
remedies available to the Employer, effect and keep in force any such insurances
and pay the premium as may be necessary for that purpose and from time to time
deduct the amount so paid by the Employer in respect of such premium from any
monies due or which may become due to the Consultant or recover the same as
a debt from the Consultant. For the purpose only of the Employer effecting and
keeping in force any such insurances as aforesaid the Consultant hereby
appoints the Employer as his agent.
5 The Consultant shall indemnify the Employer against any amount which would
otherwise be claimable by the Employer or the Consultant under any of the
insurances required to be effected under this Schedule 5 but which the Employer
or the Consultant are unable to claim by virtue of the amount concerned falling
within any deductible applicable to the relevant insurance cover.
INFRASTRUCTURE
SCHEDULE 1 - 8 66
SCHEDULE 6
EQUIPMENT AND FACILITIES
1 As and when needed by the Consultant for the purpose of providing that part of
the Services to be performed at the site of a project in respect of which the
Consultant shall perform such of the Services at the project site which may be
required to allow it to provide the Services in a timely and efficient manner, the
Employer shall without charge provide to the Consultant fully furnished, equipped,
air conditioned site office accommodation at the project site for use by the
Consultant's personnel, together with utility, cleaning and maintenance services
therefore and telephone, electronic mail and fax services thereat. The Employer
shall pay all telephone, electronic mail and fax call charges reasonably incurred
by the Consultant in the performance of the Services in the said site office
accommodation. The Consultant shall ensure that its area of the site office
accommodation is kept neat and tidy at all times to the satisfaction of the
Employer.
2 If it is necessary for one or more of the Consultant’s personnel to be based in the

offices of the Employer for the purpose of performing a part of the Services, the
Employer shall without charge provide to the Consultant fully furnished, equipped,
air conditioned office accommodation for use by such personnel together with
utility, cleaning and maintenance services therefor and telephone, electronic mail
and fax services thereat. The Employer shall pay all telephone, electronic mail
and fax call charges reasonably incurred by the Consultant in the performance of
the Services in the said office accommodation. The Consultant shall ensure that
its area of the office accommodation is kept neat and tidy at all times to the
satisfaction of the Employer.
3 The Employer shall without charge make available and/or provide to the
Consultant in the site office accommodation referred to in Clause 1 above and in
the Employer’s office accommodation referred to in Clause 2 above for the sole
purpose of the Services:
(a) Photocopying equipment and consumables.

(b) Facsimile equipment and consumables.
(c) Telephone switchboard and individual phones.
(d) Safety Equipment including safety shoes and safety helmets.
INFRASTRUCTURE
SCHEDULE 1 - 8 67
SCHEDULE 7
PARTICULAR CONDITIONS
1 FURTHER DEFINITIONS
1.1 In this Agreement the following words and expressions shall have the
meanings hereby assigned to them except where the context otherwise
requires:
(a) “Construction Contract” means a contract between the Employer

and the Contractor for the construction of the Project or a part
thereof.
(b) “Consultant” means [ ] and includes the

Consultant’s successors and permitted assigns.
(c) “Project Manager” means the party engaged by the Employer to

carry out project management services and includes the Project
Manager’s successors and permitted assigns.
(d) “Contractor” means a contractor engaged by the Employer to

construct the Project or a part thereof.
(e) “Country” means Angola
(f) “Defects Liability Period” shall have the meaning assigned thereto
in the Construction Contract.
(g) “Employer” means Eagle Hills Properties International LLC and

includes the Employer’s successors and assigns.
(h) “Engineer” means the Engineer referred to in the Construction

Contract.
(i) “Final Certificate” in relation to the whole of the Works or a part of

the Works (as applicable) has the meaning assigned thereto by the
Construction Contract and is issued by the Engineer to the
Contractor after the end of the applicable Defects Liability Period
and after the Contractor has observed and performed all its
obligations and liabilities under the Construction Contract in relation
to the whole of the Works or a part of the Works (as applicable) to
the satisfaction of the Engineer.
(j) ”Plant” means machinery, apparatus, materials and all other things
to be provided by the Contractor under the Construction Contract
for incorporation in the Works including the supply-only items (if
any) to be supplied by the Contractor under the Construction
Contract.
INFRASTRUCTURE
SCHEDULE 1 - 8 68
(k) “Ruling Language” means English.
(l) “Services Authorities” means the relevant service providers.
(m) “Taking-Over Certificate” shall have the meaning assigned thereto

in the Construction Contract.
(n) “Works” means all Plant to be provided and work to be done by the
Contractor under the Construction Contract.
INFRASTRUCTURE
SCHEDULE 1 - 8 69
SCHEDULE 8
OTHER DOCUMENTS
INFRASTRUCTURE
SCHEDULE 1 - 8 70

Final Infrastructure Eagle Hills Properties LLC Tender Document

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Final Infrastructure Eagle Hills Properties LLC Tender Document

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4 mo

EAGLE HILLS PROPERTIES INTERNATIONAL LLC

TENDER DOCUMENTS FOR

ROADS, INFRASTRUCTURE, TRAFFICIMPACT

31st JULY 2014

TENDER DOCUMENTS FOR

ROADS, INFRASTRUCTURE, TRAFFICIMPACT STUDY,

Employer's Standard Consultancy

Schedules 1 to 8 of the Consultancy

TENDER DOCUMENTS FOR

ROADS, INFRASTRUCTURE, TRAFFICIMPACT STUDY,

2. The Project and Scope of Services 1

4. Notification of Intent to Tender 3

5. Addenda to Tender Documents 3

6. Clarifications, Interpretations and explanations 3

9. No Alterations to Tender Documents 5

10. Currency of Tender 5

11. Validity of Tender 5

13. Visiting the Site 6

14. Opening of Tenders 6

15. Evaluation of Tenders 6

16. Acceptance or Rejection of Tenders 7

17. Previous Discussions and Documents Superseded 7

1.3 “Services” means the services described in Schedule 2 of the Consultancy

1.4 "Project" as particularly described in Schedule 1 of the Consultancy Agreement.

1.5 “Employer” means Eagle Hills Properties International LLC.

1.6 Not Used.

1.8 “Instructions to Tenderers” mean these Instructions to Tenderers.

1.11 “Tender Documents” means the documents accompanying the Invitation to

2. THE PROJECT AND SCOPE OF SERVICES

 18 Hole Golf Course

2.2 The Scope of Services is to provide complete, coordinated and comprehensive

4. NOTIFICATION OF INTENT TO TENDER

5. ADDENDA TO TENDER DOCUMENTS

6. CLARIFICATIONS, INTERPRETATIONS AND EXPLANATIONS

6.1 Should the Tenderer require clarification, an explanation or an interpretation in

6.3 No clarification, explanation, interpretation or rectification, (whether or not

7.2 NOT USED

7.3 NOT USED

(i) these Instructions to Tenderers

(i) List of any proposed sub-consultants together with details of the

(ii) A proposed organisation chart for the provision of the Services

(iii) Names and qualifications of the Tenderer’s proposed key

(vi) Evidence of the Tenderer's current Professional Indemnity

(vii) Details of the Consultant’s standard QA/QC procedures to be

(viii) Evident of a valid Trade License. (Schedule A7:Trade License)

9. NO ALTERATIONS TO TENDER DOCUMENTS

10. CURRENCY OF TENDER

11. VALIDITY OF TENDER

13. VISITING THE SITE

14. OPENING OF TENDERS

15. EVALUATION OF TENDERS

16. ACCEPTANCE OR REJECTION OF TENDERS

16.6 As soon as practicable after despatch of a notice of acceptance to any Tenderer,

17. PREVIOUS DISCUSSIONS AND DOCUMENTS SUPERSEDED

TENDER DOCUMENTS FOR

LUANDA GOLF ESTATE, LUANDA, ANGOLA

1. Having examined the Instructions to Tenderers, the Employer's Standard Consultancy

c) Detailed Design Phase

Total Lump Sum Fee (USD) for Pre Contract

2) Post Contract Phase

Total Lump Sum Fee (USD) Post Contract

Total Lump Sum Fee (USD) Pre + Post Contract