AGREEMENT

This Agreement is drawn on the ……………of…………..2000

Between

National Central Cooling Company PJSC, Tabreed, whose registered office is in Abu Dhabi and
whose postal address is P. O. Box 29478, Abu Dhabi, United Arab Emirates, hereinafter referred
to as the ‘Owner’

And

………………………………………………………..whose registered office is in

…………….and whose address is ……………………………………………………hereinafter
referred to as the ‘Consultant’

Whereas the Owner requires certain professional services to be performed for …………………in
the United Arab Emirates; and

Whereas the Consultant had offered to execute the Services required; and

Whereas the Consultant declares that he has studied carefully the following documents, which
shall be deemed to form and be read and construed as part of this Agreement; namely,

Appendix 1 Scope of Services

Appendix 2 Design and Construction Schedules

Appendix 3 Remuneration and Payment

Appendix 4 Insurance Certificates

Now therefore, it is hereby agreed as follows:

1. DEFINITIONS

The following words and expressions shall have the meaning assigned to them except
where the Contract otherwise requires:

i. Project means the project in ………………….named …………………. for

which the Services are required

ii. Services means the services to be performed by the Consultant in accordance

with the terms of this Agreement and comprises of Normal Services
and Additional Services.
 iii. Normal are those described in Appendix 1
Services

iv. Additional are those services which by written agreement of the parties are
considered
Services additional to the Normal Services

v. Owner means the party named in the Agreement who employs the Consultant;
and legal successors to the Owner and permitted assignees.

vi. Consultant means the party named in the Agreement who is employed as an
independent professional firm by the Owner to perform the Services;
and the legal successors to the Consultant and permitted assignees.

vii. Party and mean the Owner and the Consultant.

parties

viii. Third party means any other person or entity as the context requires.

2. INTERPRETATION

The headings in the Agreement shall not be used in its interpretation

3. CONSULTANT’S OBLIGATIONS
3
4 3.1 Scope of Services

The Consultant shall perform the Normal Services relating to the Project, which are
detailed in the 'Scope of Services' in Appendix I, and any Additional Services that the
parties may, by written agreement, decide on.

3.2 Duty of Care and Exercise of Authority

i. The Consultant shall exercise due skill, care and diligence in the performance of his
services and obligations under the Agreement
ii. Where the services include the exercise of powers or performance of duties
authorised or required by the terms of a contract between the Owner and any
third party, the Consultant shall:

a. act in accordance with the Contract;

b. if authorised, to certify, decide or exercise discretion, do so fairly between the

Owner and third party, not as an arbitrator, but as an independent professional
using his skill and judgment

c. if so authorised, vary the obligations of any third party, subject to obtaining the
prior written approval of the Owner to any variation which can have an
important effect on costs or quality or time (except in an emergency when the
Consultant shall inform the Owner as soon as practicable).

3.3 Commencement, Progress and Delay, Completion

 The Consultant shall commence the Services, subject of this Agreement, forthwith and
shall proceed to execute and complete the Services required in a thorough and
professional manner to the entire satisfaction of the Owner.

3.4 The Consultant undertakes to complete all the Services required by the Owner by
……….,
2000 as per the detailed programme provided by the Consultant for the Completion of the
Services as shown in Appendix 2.

3.5 If, in the opinion of the Owner, reasonable progress in the performance of the
Services is not
being maintained, the Owner shall issue written notification to the Consultant specifying
and detailing the services delayed and recommending action. Should the Consultant fail
to comply accordingly within fourteen days of receiving such notification, the Owner
may (without prejudice to his right to determine under Clause 15 of this Agreement)
employ other consultants to bring the progress up to date, and any additional expenses so
incurred by the Owner shall be recoverable from the Consultant.

3.6 If the Consultant fails to comply with sub-clause 3.4 ( time of completion), the
Consultant shall subject to receiving written notice from the Owner to this effect, pay
delay damages to the Owner for this default. These delay damages shall be the sum of
US$………..per day, which shall be paid for every day which shall lapse between the
time for completion stated in sub-clause 3.4 and the actual date of completion. However,
the total amount due under this sub-clause shall not exceed US$…………

3.7 The Consultant shall pay for all required salaries, taxes, wages, drawings, samples,
travel,
visas, transport and any other expenses related to the execution of the Services required
under this Agreement.

4. OWNER’S OBLIGATIONS

4.1 Assistance

i. The Owner shall give the Consultant, free of charge, all the information available to
him, which may pertain to the Services, except in respect of information that the
Consultant has professional obligation to verify or obtain under this Agreement.

ii. The Owner shall do all in his power to assist the Consultant, his personnel and
dependents as the case may be, within the parameters of the law; namely,

a. the provision of documents necessary for entry into, work in and exit from
the UAE, and providing unobstructed access whenever it is required for the
Services

b. providing, when possible, access to other organisations for the collection of

information which is to be obtained by the Consultant.

4.2 Payment to the Consultant

i. Agreement Value

a. In consideration of the professional services of the Consultant as detailed in this

Agreement, the Owner shall pay the Consultant a lump sum of US$……………
 Payments shall be made promptly to the Consultant at the times provided for in
Appendix 3

b. The lump sum value of the Agreement shall remain fixed and shall not be
subject to escalation due to any reason whatsoever.

ii. Disputed Invoices

If any item or part of an item in an invoice submitted by the Consultant is

contested by the Owner, the Owner shall give prompt notice with reasons to the
Consultant and shall not delay payment of the remainder of the invoice.

iii. Independent Audit

The Consultant shall maintain up to date records, which clearly identify relevant
dues and receivables from the Owner.

5. REPRESENTATIVES

For the administration of this Agreement, each party shall designate the official or
individual to be his representative. If the Owner requires, the Consultant shall designate
an individual to liaise with the Owner’s representative in the country of the Project.

6. CHANGE IN PERSONNEL

If it is necessary to replace any person for misconduct or unsatisfactory performance, the

party responsible for the appointment shall immediately arrange for their replacement by
a person of comparable professional competence.

7. LIABILITY BETWEEN OWNER AND CONSULTANT

7.1 The Owner and the Consultant shall be liable to each other in the event of a material
breach
of any of the obligations under this Agreement.

7.2 If either party is considered to be liable to the other, compensation shall be payable
only on the following terms:

i. Such compensation shall be limited to the amount of direct loss and

damage suffered as a result of such breach, but not otherwise unless
specifically provided for in this Agreement;

ii. If either party is considered to be liable jointly with third parties to the
other, the proportion of compensation payable by him shall be limited
to that portion of liability, which is attributed to his breach.

8. DURATION OF LIABILITY

Neither the Owner nor the Consultant shall be considered liable for any loss or damage
resulting from any occurrence unless a claim is formally made in writing within two
years from the date of the occurrence of the incident or such earlier date as may be
prescribed by law, except for the duration of liability under Article 880 of the United
Arab Emirates' Civil Code.

9. LIMIT OF COMPENSATION AND INDEMNITY

 9.1 Limit of compensation

The maximum amount of compensation payable by either party to the other in respect of
liability under Clause 7 is limited to the amount of US$…….. This limit is without
prejudice to any compensation that may become due to the Owner or third parties as a
result of the Consultant’s responsibility under the provisions of Article 880 of the United
Arab Emirates’ Civil Code.

9.2 If either party makes a claim for compensation against the other party, and this is not
established, the claimant shall entirely reimburse the other for the costs that were incurred
as a result of the claim.

10. INSURANCE LIABILITY

10.1 The Consultant shall obtain and maintain throughout the term of this Agreement,
policies of
insurance duly issued by United Arab Emirates’ insurance companies acceptable to the
Owner, covering the following risks and with the following limits:

i. Comprehensive General Liability US$ 10,000,000 limit aggregate,

US$ 1,000,000 limit per occurrence.

ii. Umbrella Excess Liability US$ 5,000,000 combined single limit excess
above comprehensive general liability.

iii. Third party liability policy shall be for a minimum coverage of

US$10,000,000

10.2 Draft certificates for such policies of insurance are attached as Appendix 4. The
Consultant agrees to add the Owner as an additional named insured party under each
such policy of insurance.

10.3 The Consultant acknowledges that he has received the draft insurance certificates
attached as Appendix 4 that will eventually be issued by the Consultant’s insurance
broker upon signature of this Agreement.

10.4 The Consultant undertakes to provide the Owner with certificates of insurance that
are substantially similar in all material respects to the drafts that are initialed by the
parties, copies of which are attached as Appendix 4 to this Agreement.

10.5 If the Consultant fails to effect and keep in force any of the insurances it is required
to effect and maintain under the Agreement, or fails to provide satisfactory evidence
and copies of policies, the Owner may, at his option, and without prejudice to any
other right or remedy, effect insurance for the relevant coverage and may pay the
premium due. The Consultant shall pay the amount of these premiums to the Owner,
failing which the Owner shall deduct the sums paid by him from the Consultant's
dues.

Nothing in this Clause limits the obligations, liabilities or responsibilities of the

Consultant, under the Agreement or otherwise. Any amounts not insured or not
recovered from the insurance shall be borne by the Consultant in accordance with
these obligations, liabilities or responsibilities. The policies' descriptions above are
general and liability of the Consultant in respect of matters covered by such
insurance is not limited to the insurance so arranged under these policies.
11. VARIATIONS

Any variations to the Agreement either in the form of additions and omissions shall be
adjusted by mutual agreement between the Owner and the Consultant or their
representatives according to the Agreement rates. Minor alterations/ changes if required
will, however, be carried out by the Consultant without any addition to the Agreement
value. The Consultant shall not be entitled to receive any extra compensation for extra
services of any kind whatsoever, regardless of whether the same was ordered by the
Owner or his representative, unless the extra compensation for the extra services was
agreed to in writing and signed by an authorised representative of the Owner.

12. DELAYS

If the Services are impeded or delayed by the Owner or his contractors so as to increase
the amount or duration of the services,

i. the Consultant shall inform the Owner of the circumstances and probable
effects;

ii. the time completion of the services shall be increased accordingly.

iii. the Owner shall reimburse the Consultant for any costs it incurs due to such
delays.

13. FORCE MAJEURE

In the event that this Agreement cannot be performed, or its obligations fulfilled, for any
reason beyond the reasonable control of either party to this Agreement as a result of such
events as war, industrial action, floods, or acts of God, then such non-performance or
failure by any such party shall be deemed not to be a breach of this Agreement. In these
circumstances, if certain Services have to be suspended, the time for their completion
shall be extended until the circumstances no longer apply, plus a reasonable period, not
exceeding 28 days for their resumption.

14. ABANDONMENT, SUSPENSION, OR TERMINATION

14.1 BY THE OWNER

i. The Owner may suspend all or part of the Services or terminate the
Agreement by notice of at least 30 days to the Consultant, who shall
immediately make arrangements to stop the Services and minimize
expenditure;

ii. If the Owner considers that the Consultant is, without good reason, not
discharging his obligations, he can inform the Consultant by written
notice stating the grounds for the notice. If a satisfactory reply is not
received within seven days, the owners can by further notice terminate
the Agreement, provided that such further notice is given within 35
days of the Owner’s former notice.
 iii. If the Consultant commits an act of bankruptcy or enters into a deed of
arrangement with his creditors or, being a company, goes into
liquidation (other than voluntary liquidation for the purpose of
reconstruction) then in such event, and without prejudice to any other
right or remedies, the Owner may, by written notice to the Consultant,
forthwith determine this Agreement and thereupon the Owner may take
possession of materials and other things whatsoever brought by the
Consultant to the Owner and may use them for the purpose of
completing and maintaining this Agreement. Upon such a
determination, the rights and liabilities of the Owner and the Consultant
shall be the same as if the Consultant has repudiated this Agreement
and the Owner had by his notice of determination elected to accept
such repudiation.

iv. The Owner may, in lieu of giving notice of determination under this
clause, take the Agreement services out of the hands of the Consultant
and may by himself, his servants or agents complete the Services. In
such case, the Owner may recover his reasonable costs of doing so
from the Consultant, or deduct such costs from monies otherwise
becoming due to the Consultant.

v. If the Owner suffers delays the Consultant shall pay delay damages for
this default in accordance with sub-clause 3.7

14.2 BY THE CONSULTANT

i. By giving at least 14 days’ notice to the Owner, the Consultant can by

further notice of at least 30 days, terminate this Agreement, or at his
discretion and without prejudice to the Consultant’s right to terminate,
can suspend or continue suspension of the performance of the whole or
part of the Services.

a. when 28 days after the due date for payment of an invoice has
passed and payment has not been received for that part of the
invoice which has not by that time been contested;

b. when services have been suspended under either Clause 14 or 15

and the period of suspension has exceeded 182 days.

15. RIGHTS AND LIABILITIES

Termination of this Agreement for any reason whatsoever shall not prejudice or affect the
accrued claims and liabilities of the parties. After termination of the Agreement, the
provision of Clause 10 shall remain in force.

GENERAL PROVISIONS

16. ROYALTIES AND PAYMENTS

The Consultant’s fees shall be deemed to include all costs and charges due, or about to
become due, for any royalties or copyrights and for any costs/fines that may arise from
the infringement by the Consultant of said royalties and copyrights.
17. LANGUAGE AND LAW

This Agreement has been drawn in the English language and shall be construed and
governed by the laws of the United Arab Emirates.

18. ASSIGNMENT AND SUB-CONTRACT

16.1 The Consultant shall not, without the written consent of the Owner, assign the
benefits of this Agreement other than money
16.2 Neither the Owner nor the Consultant shall assign obligations under this
Agreement without the written consent of the other party.
16.3 The Consultant shall not, without the written consent of the Owner initiate or
terminate any sub-contract for performance of all or part of the Services.

19. COPYRIGHT

The Consultant retains copyright of all documents prepared by him. The Consultant
grants to the Owner the royalty free license to use all documents created by the
Consultant in respect of the Project to construct the cooling plant in
…………………………………………., United Arab Emirates. The Owner need not
obtain the Consultant’ permission to copy the documents for such use.

20. CONFLICT OF INTEREST

Unless otherwise agreed in writing by the Owner, the Consultant and his personnel shall
have no interest in, nor receive remuneration in connection with the Project, except as
provided for in this Agreement.

21. NOTICES

Notices shall be in writing and will take effect from the date of receipt at the address
shown at the beginning of this agreement. Delivery can be by hand or facsimile message
against a written confirmation of receipt or by registered letter, or by telex subsequently
confirmed by letter.

22. PUBLICATION

The Consultant either alone or jointly with others can publish material relating to his
services. Publication shall be subject to the Owner’s approval if it is within ten years of
completion or termination of his services.

23. DISPUTES

If any disputes arise between the Owner and the Consultant in connection with this
Agreement, it shall, subject to the provisions of this clause be referred to the Abu Dhabi
Courts of Law.

24. SCHEDULE OF SERVICES

 The Schedule of Services that the Consultant undertakes to adhere to is the Schedule
provided
in Appendix 2 of the Agreement

IN WITNESS WHEREOF, the parties have hereunto set their signatures the day and year first
written above, this instrument being executed in duplicate each party retaining a copy.

Signed…………………………………………
For National Central Cooling Company PJSC Tabreed
DANY SAFI

Signed……………………………………………
For
 AGREEMENT
BETWEEN
EMPLOYER AND CONSULTANT

This Agreement is drawn on the ……………of…………..2000

Between

National Central Cooling Company PJSC, Tabreed, whose registered office is in Abu Dhabi and
whose postal address is P. O. Box 29478, Abu Dhabi, United Arab Emirates, hereinafter referred
to as the ‘Employer’,

And

W. S. Watkins and Partners Overseas whose registered office is in Abu Dhabi, United Arab
Emirates and whose address is P.O. Box 7562, Abu Dhabi, hereinafter referred to as the
‘Consultant’

Whereas the Employer requires certain professional services to be performed for two cooling
plants at the Abu Dhabi Industrial City in Mussafah in the United Arab Emirates; and

Whereas the Employer has offered to perform the Services required;

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:

1. In this Agreement words and expressions shall have the same meanings as are
respectively assigned to them in the Conditions of the Employer and Consultant
Services Agreement Part I hereinafter referred to.

2. The following documents shall be deemed to form and be read and construed as part of
this Agreement, namely:

a. The Letter of Acceptance;

b. The Conditions of the Employer and Consultant Services Agreement ( Part I -

Standard Conditions and Part II - Conditions of particular Application);

c. The Appendices; namely:

Appendix A - Scope of Services

Appendix B - Design and Construction Schedules

Appendix C - Remuneration and payment

Appendix D - Draft Insurance Certificate

3. In consideration of the payments to be made by the Employer to the Consultant as
hereinafter mentioned, the Consultant hereby agrees with the Employer to perform the
Services in conformity with the provisions of the Agreement

4. The Employer hereby agrees to pay the Consultant in consideration of the performance of
the Services such amounts as may become payable under the provisions of the
Agreement at the times and in the manner prescribed by the Agreement.

In witness whereof the parties hereto have caused this Agreement to be executed the day
and year first mentioned before written in accordance with their respective laws.

Authorised signature(s) of Employer……………………………………..

In the presence of ………………………………………………………..

Name……………………………………………………………………..

Signature…………………………………………………………………

Address…………………………………………………………………..

Authorised signature(s) of the Consultant………………………………

In the presence of ………………………………………………………

Signature……………………………………………………………….

Address…………………………………………………………………
 PART I

CONDITIONS OF THE EMPLOYER AND CONSULTANT SERVICES

AGREEMENT

1. DEFINITIONS

The following words and expressions shall have the meaning assigned to them except
where the Contract otherwise requires:

1.1 Project means the two chilled water cooling plants and
distribution piping systems to be constructed for the
Employer at the Abu Dhabi Industrial City in
Mussafah.

1.2 Services means the services to be performed by the Consultant

in accordance with the terms of this Agreement and
comprises of Normal Services and Additional
Services.

1.3 Normal are those described in Appendix 1.

Services

1.4 Additional are those services which by written agreement of the

Services parties are considered additional to the Normal
Services.

1.5 Consultant means the party named in the Agreement who is

employed as an independent professional firm by the
Employer to perform the Services; and the legal
successors to the Consultant and permitted assignees.

1.6 Employer means the party named in the Agreement who

employs the Consultant; and the legal successors to
the Owner and permitted assignees.

1.7 Party and mean the Employer and the Consultant.

Parties

1.8 Agreement means the Agreement between the Employer and

Consultant and the Conditions of Employer and
Consultants Service Agreement Part I and II, together
with Appendix A (Scope of Services), Appendix B
( Personnel, Equipment, Facilities and Services of
others to be provided by the Employer), Appendix C
(Remuneration and Payment), Appendix D
(Consultant's Proposal for the Performance of
services as detailed in Appendix A and the
Employer's letter of Acceptance).

1.9 Day means the period between anyone midnight and the
next
 1.10 Month means a period of one month according to the
Gregorian calendar commencing with any day of the
month.

1.11 Agreed means sums as defined in Part II which are payable

Compensation under the Agreement

2. INTERPRETATION

The headings in the Agreement shall not be used in its interpretation

3. OBLIGATIONS OF THE CONSULTANT

5
6 3.1 Scope of Services

The Consultant shall perform the Normal Services relating to the Project, which
are detailed in the 'Scope of Services' in Appendix I, and any Additional
Services that the parties may, by written agreement, decide on.

3.2 Duty of Care and Exercise of Authority

3.2.1 The Consultant shall exercise due skill, care and diligence in
the performance of his services and obligations under the
Agreement

3.2.2 Where the services include the exercise of powers or

performance of duties authorised or required by the terms of
a contract between the Employer and any third party, the
Consultant shall:

i. act in accordance with the Contract;

ii. if authorised, to certify, decide or exercise discretion,

do so fairly between the Employer and third party,
not as an arbitrator, but as an independent
professional using his skill and judgment

iii. if so authorised, vary the obligations of any third

party, subject to obtaining the prior written approval
of the Employer to any variation which can have an
important effect on costs or quality or time (except in
an emergency when the Consultant shall inform the
Employer as soon as practicable).

3.3 Commencement, Progress and Delay, Completion

The Consultant shall commence the Services, subject of this Agreement, forthwith and
shall proceed to execute and complete the Services required in a thorough and
professional manner to the entire satisfaction of the Employer.

3.4 The Consultant undertakes to complete all the Services required by the Employer
by……….,2000 as per the detailed programme provided by the Consultant for the
Completion of the Services as shown in Appendix B.
 3.5 If, in the opinion of the Employer, reasonable progress in the performance of the
Services is not being maintained, the Employer shall issue written notification to the
Consultant specifying and detailing the services delayed and recommending action.
Should the Consultant fail to comply accordingly within fourteen days of receiving such
notification, the Employer may (without prejudice to his right to determine under Clause
14 of this Agreement) employ other consultants to bring the progress up to date, and any
additional expenses so incurred by the Employer shall be recoverable from the
Consultant.

3.6 If the Consultant fails to comply with sub-clause 3.4 ( time of completion), the
Consultant shall subject to receiving written notice from the Employer to this effect, pay
delay damages to the Employer for this default. These delay damages shall be the sum of
US$………..per day, which shall be paid for every day which shall lapse between the
time for completion stated in sub-clause 3.4 and the actual date of completion. However,
the total amount due under this sub-clause shall not exceed US$…………(10% of the
Contract Price).

3.7 The Consultant shall pay for all required salaries, taxes, wages, drawings, samples,
travel, visas, transport and any other expenses related to the execution of the Services
required under this Agreement.

4. OBLIGATIONS OF THE EMPLOYER

4.1 Assistance

4.1.1 The Employer shall give the Consultant, free of charge, all the
information available to him, which may pertain to the Services, except in
respect of information that the Consultant has professional obligation to verify
or obtain under this Agreement.

4.1.2 The Employer shall do all in his power to assist the Consultant, his
personnel and dependents as the case may be, within the parameters of the law;
namely:

i. the provision of documents necessary for entry into, work in

and exit from the UAE, and providing unobstructed access
whenever it is required for the Services

ii. providing, when possible, access to other organisations for the

collection of information which is to be obtained by the
Consultant.

4.2 Payment to the Consultant

4.2.1 Agreement Value

i. In consideration of the professional services of the Consultant

as detailed in this Agreement, the Employer shall pay the
Consultant a lump sum of US$…………… Payments shall be
made to the Consultant 60 (sixty) days from receipt of invoices
as provided for in Appendix C.
 ii. The lump sum value of the Agreement shall remain fixed and
shall not be subject to escalation due to any reason
whatsoever.

4.2.2 Disputed Invoices

If any item or part of an item in an invoice submitted by the Consultant is

contested by the Employer, the Employer shall give prompt notice with reasons
to the Consultant and shall not delay payment of the remainder of the invoice.

4.2.3 Independent Audit

The Consultant shall maintain up to date records, which clearly identify relevant
dues and receivables from the Employer.

5. REPRESENTATIVES

For the administration of this Agreement, each party shall designate the official or
individual to be his representative. If the Employer requires, the Consultant shall
designate an individual to liaise with the Employer’s representative in the country of the
Project.

6. CHANGE IN PERSONNEL

If it is necessary to replace any person for misconduct or unsatisfactory performance, the

party responsible for the appointment shall immediately arrange for their replacement by
a person of comparable professional competence.

7. LIABILITY BETWEEN EMPLOYER AND CONSULTANT

7.1 The Employer and the Consultant shall be liable to each other in the event of a
material breach of any of the obligations under this Agreement.

7.2 If either party is considered to be liable to the other, compensation shall be payable
only on the following terms:

i. Such compensation shall be limited to the amount of direct loss

and damage suffered as a result of such breach, but not
otherwise unless specifically provided for in this Agreement;

iii. If either party is considered to be liable jointly with third

parties to the other, the proportion of compensation payable by
him shall be limited to that portion of liability, which is
attributed to his breach.

8. DURATION OF LIABILITY

Neither the Employer nor the Consultant shall be considered liable for any loss or
damage resulting from any occurrence unless a claim is formally made in writing within
two years from the date of the occurrence of the incident or such earlier date as may be
prescribed by law, except for the duration of liability under Article 880 of the United
Arab Emirates' Civil Code.
9. LIMIT OF COMPENSATION AND INDEMNITY

9.1 Limit of compensation

The maximum amount of compensation payable by either party to the other in respect of
liability under Clause 7 is limited to the amount of US$…….. This limit is without
prejudice to any compensation that may become due to the Employer or third parties as a
result of the Consultant’s responsibility under the provisions of Article 880 of the United
Arab Emirates’ Civil Code.

9.2 If either party makes a claim for compensation against the other party, and this is not
established, the claimant shall entirely reimburse the other for the costs that were incurred
as a result of the claim.

10. INSURANCE LIABILITY

10.1 The Consultant shall obtain and maintain throughout the term of this Agreement,
policies of insurance duly issued by United Arab Emirates’ insurance companies
acceptable to the Employer, covering the following risks and with the following
limits:

i. Comprehensive General Liability US$ 10,000,000 limit

aggregate,
US$ 1,000,000 limit per occurrence.

ii. Umbrella Excess Liability US$ 5,000,000 combined single

limit excess above comprehensive general liability.

iii. Third party liability policy shall be for a minimum coverage of

US$10,000,000

10.2 Draft certificates for such policies of insurance are attached as Appendix 4. The
Consultant agrees to add the Employer as an additional named insured party
under each such policy of insurance.

10.3 The Consultant acknowledges that he has received the draft insurance certificates
attached as Appendix D that will eventually be issued by the Consultant’s insurance
broker upon signature of this Agreement.

10.4 The Consultant undertakes to provide the Employer with certificates of insurance
that are substantially similar in all material respects to the drafts that are initialed by
the parties, copies of which are attached as Appendix D to this Agreement.

10.5 If the Consultant fails to effect and keep in force any of the insurances it is required
to effect and maintain under the Agreement, or fails to provide satisfactory evidence
and copies of policies, the Employer may, at his option, and without prejudice to
any other right or remedy, effect insurance for the relevant coverage and may pay
the premium due. The Consultant shall pay the amount of these premiums to the
Employer, failing which the Employer shall deduct the sums paid by him from the
Consultant's dues.

Nothing in this Clause limits the obligations, liabilities or responsibilities of the

Consultant, under the Agreement or otherwise. Any amounts not insured or not
recovered from the insurance shall be borne by the Consultant in accordance with
these obligations, liabilities or responsibilities. The policies' descriptions above are
 general and liability of the Consultant in respect of matters covered by such
insurance is not limited to the insurance so arranged under these policies.

11. VARIATIONS

Any variations to the Agreement either in the form of additions and omissions shall be
adjusted by mutual agreement between the Employer and the Consultant or their
representatives according to the Agreement rates. Minor alterations/ changes if required
will, however, be carried out by the Consultant without any addition to the Agreement
value. The Consultant shall not be entitled to receive any extra compensation for extra
services of any kind whatsoever, regardless of whether the same was ordered by the
Employer or his representative, unless the extra compensation for the extra services was
agreed to in writing and signed by an authorised representative of the Employer.

12. DELAYS

If the Services are impeded or delayed by the Employer or his contractors so as to

increase the amount or duration of the services,

i. the Consultant shall inform the Employer of the circumstances and probable
effects;

ii. the time completion of the services shall be increased accordingly.

iii. the Employer shall reimburse the Consultant for any costs it incurs due to such
delays.

13. FORCE MAJEURE

In the event that this Agreement cannot be performed, or its obligations fulfilled, for any
reason beyond the reasonable control of either party to this Agreement as a result of such
events as war, industrial action, floods, or acts of God, then such non-performance or
failure by any such party shall be deemed not to be a breach of this Agreement. In these
circumstances, if certain Services have to be suspended, the time for their completion
shall be extended until the circumstances no longer apply, plus a reasonable period, not
exceeding 28 days for their resumption.

14. ABANDONMENT, SUSPENSION, OR TERMINATION

14.1 BY THE EMPLOYER

14.1.1 The Employer may suspend all or part of the Services or

terminate the Agreement by notice of at least 30 days to the Consultant,
who shall immediately make arrangements to stop the Services and
minimize expenditure;

14.1.2 If the Employer considers that the Consultant is, without good
reason, not discharging his obligations, he can inform the Consultant
by written notice stating the grounds for the notice. If a satisfactory
reply is not received within seven days, the owners can by further
notice terminate the Agreement, provided that such further
 notice is given within 14 (fourteen) days of the Employer’s former
notice.

14.1.3 If the Consultant commits an act of bankruptcy or enters into a

deed of arrangement with his creditors or, being a company, goes into
liquidation (other than voluntary liquidation for the purpose of
reconstruction) then in such event, and without prejudice to any other
right or remedies, the Employer may, by written notice to the
Consultant, forthwith determine this Agreement and thereupon the
Employer may take possession of materials and other things
whatsoever brought by the Consultant to the Employer and may use
them for the purpose of completing and maintaining this Agreement.
Upon such a determination, the rights and liabilities of the Employer
and the Consultant shall be the same as if the Consultant has repudiated
this Agreement and the Employer had by his notice of determination
elected to accept such repudiation.

14.1.4 The Employer may, in lieu of giving notice of determination

under this clause, take the Agreement services out of the hands of the
Consultant and may by himself, his servants or agents complete the
Services. In such case, the Employer may recover his reasonable costs
of doing so from the Consultant, or deduct such costs from monies
otherwise becoming due to the Consultant.

14.1.5 If the Employer suffers delays the Consultant shall pay delay
damages for this default in accordance with sub-clause 3.6

14.2 BY THE CONSULTANT

By giving at least 14 (fourteen) days’ notice to the Employer, the

Consultant can by further notice of at least 14 (fourteen) days, terminate
this Agreement, or at his discretion and without prejudice to the
Consultant’s right to terminate, can suspend or continue suspension of the
performance of the whole or part of the Services,

i. when 28 days after the due date for payment of an

invoice has passed and payment has not been
received for that part of the invoice which has not by
that time been contested;

ii. when services have been suspended under either

Clause 13 or 14.1.1 and the period of suspension has
exceeded 182 days.

15. RIGHTS AND LIABILITIES

Termination of this Agreement for any reason whatsoever shall not prejudice or affect the
accrued claims and liabilities of the parties. After termination of the Agreement, the
provision of Clause 10 shall remain in force.

GENERAL PROVISIONS

16. ROYALTIES AND PAYMENTS

 The Consultant’s fees shall be deemed to include all costs and charges due, or about to
become due, for any royalties or copyrights and for any costs/fines that may arise from
the infringement by the Consultant of said royalties and copyrights.

17. LANGUAGE AND LAW

This Agreement has been drawn in the English language and shall be construed and
governed by the laws of the United Arab Emirates.

18. ASSIGNMENT AND SUB-CONTRACT

18.1 The Consultant shall not, without the written consent of the Employer, assign
the benefits of this Agreement other than money

18.2 Neither the Employer nor the Consultant shall assign obligations under this
Agreement without the written consent of the other party.

18.3 The Consultant shall not, without the written consent of the Employer initiate or
terminate any sub-contract for performance of all or part of the Services.

19. COPYRIGHT

The Consultant retains copyright of all documents prepared by him. The Consultant
grants to the Employer the royalty free license to use all documents created by the
Consultant in respect of the Project to construct the cooling plants at Abu Dhabi
Industrial city, Mussafah, United Arab Emirates. The Employer need not obtain the
Consultant’ permission to copy the documents for such use.

20. CONFLICT OF INTEREST

Unless otherwise agreed in writing by the Employer, the Consultant and his personnel
shall have no interest in, nor receive remuneration in connection with the Project, except
as provided for in this Agreement.

21. NOTICES

Notices shall be in writing and will take effect from the date of receipt at the address
shown at the beginning of this agreement. Delivery can be by hand or facsimile message
against a written confirmation of receipt or by registered letter, or by telex subsequently
confirmed by letter.

22. PUBLICATION

The Consultant either alone or jointly with others can publish material relating to his
services. Publication shall be subject to the Employer’s approval if it is within ten years
of completion or termination of his services.
23. DISPUTES

In the event of any dispute, controversy or claim arising out of or in connection with this
Agreement, or the breach, termination or invalidity thereof, the parties shall use their best
endeavours to settle dispute or differences. To this effect, they shall consult and negotiate
of their mutual interest, to reach a just and equitable solution satisfactory to both parties.
If they do not reach a just and equitable solution within a period of 30 (thirty) days, then
the disputes and differences shall be settled by arbitration.

Arbitration shall be conducted in accordance with the UNCITRAL Arbitration rules. The
Arbitration Tribunal shall be constituted as set out in such rules. The award shall be final
and binding.

24. SCHEDULE OF SERVICES

The Schedule of Services that the Consultant undertakes to adhere to is the Schedule
provided in Appendix 2 of the Agreement.

IN WITNESS WHEREOF, the parties have hereunto set their signatures the day and year first
written above, this instrument being executed in duplicate each party retaining a copy.

Signed…………………………………………
For National Central Cooling Company PJSC Tabreed
DANY SAFI

Signed……………………………………………
For W. S. Watkins and Partners Overseas
 PART II

CONDITIONS FOR WHICH THE WORKS ARE TO BE PROVIDED

8. Durability of Liability Ten years in accordance with the UAE laws

2. Starting from Issuance of the Certificate of Acceptance of the plant

by the Employer.

9. Limit of Compensation Five million US dollars for each plant

3.3 Commencement Date ……………………………

3.4 Completion Date ……………………………

4.2.1 Time of Payment 60 days from receipt of invoice.

4.2.1 Currency of Payment US dollars

17. Language of Agreement English

17. Law to which Agreement UAE laws

is subject

17. Principal places of business Employer : Abu Dhabi, United Arab Emirates
Consultant……………………………………

21. Notices To Employer:

National Central Cooling PJSC Tabreed
P.O. Box 29478
Abu Dhabi, UAE
Attn: Mr. Dany Safi
Tel: 00971 2 6262727
Fax: 00971 2 6261770

To Consultant
…………………………………….
……………………………………..
………………………………………
………………………………………
………………………………………
………………………………………
or
………………………………………
………………………………………
………………………………………
………………………………………

12. Dispute resolution Arbitration

 APPENDIX A

SCOPE OF SERVICES

I. General

This offer is our response to a request by National Central Cooling Company( PJSC),
Tabreed, to prepare and submit a technical and financial proposal for the design of two
12,000 and 1,200 ton chilled water cooling plants at the Abu Dhabi Industrial City,
Mussafah. It is the Consultant's understanding that the Scope of Services includes
providing full services for the conceptual design of two chilled water cooling plants and a
distribution piping system to be constructed at Abu Dhabi Industrial City. From
conceptual design package, the Consultant will prepare tender documents for an
Engineering Procurement Contractor (EPC) to bid. The EPC will then be responsible for
the design and construction of the plant and the distribution. The Consultant will also
assist in procuring major equipment to be installed in the plant.

II Scope of Services:

The project will be designed and constructed in ……phases. WS Atkins will provide
Conceptual Design and Tender Documentation Preparation, BOQ/ Quantity Surveying
for the project and Civil Engineering, Architectural Design, Structural Engineering,
Mechanical Engineering, Electrical Engineering,.

The above services include:

1- Providing schematic engineering / planning assistance/ system analysis and

guidance for Tabreed's engineering staff, which will provide the platform, which
the Conceptual Design evolves from. The scope defined in this document is
intended to be outline / guide for discussing the Cooling Plant Systems. We will
modify the outline/guide as the discussions evolve, and as agreed to by W.S.
Atkins and Tabreed. This planning will occur at the beginning of the Conceptual
Design phase, with a duration of one month. W. S. Atkins will have key project
personnel in UAE for these discussions/meetings. We would propose that the
W. S. Atkins' Project Manager and the Mechanical Engineer would be in the
UAE for the one month duration, the W. S. Atkins' Electrical Engineer for 3
weeks, the W. S. Atkins' Project Architect and the Project Manager final week.

2- Prepare Tender Document packages for EPC's and Equipment Manufacturers to

bid .

3- Assist Tabreed in pre-qualifying EPC's and Equipment Suppliers.

4- Assist Tabreed in Establishing bid schedule, developing methodology of

evaluating bids and awarding contracts.

5- Develop testing and commissioning protocols.

Project Overview and Comprehension

Our understanding of the Project is as follows :

- Plant capacity is 12,000 and 1,200 tons of refrigeration, for two (2) plants.
- Chilled water equipment options will be evaluated in Conceptual Design.
Chillers will be water-cooled.
 Electrical drive centrifugal and natural gas driven centrifugal chillers or a
combination of the two are the most likely choices.

- Evaluate thermal storage need, size and possible alternatives.

- The plant building will be a one storey structure, constructed on grade.

- The main pipe runs will be installed in trenches. Piping that is to be installed
overhead will be supported with floor supports.

- A bridge crane(s) will be installed in the plant to provide for maintenance of all
major equipment (engine removal, compressor maintenance, evaporator and
condenser head removal, etc.)

- Cooling towers will be installed on grade, elevated as required, to create net

positive suction head ( NPSH ) for the condenser water pumps.

- A domestic water storage tank will be constructed.

- Central lube oil and waste oil systems will be included.

- All insulated piping will be covered with aluminum projective jacket.

- Ancillary spaces (offices, conference room, etc.) will be air-conditioned.

- Diesel driven electrical generators will be installed to provide 25% capacity

(2.500 tons), pumping, controls, etc. in the event of primary power failure or
interruption of the natural gas supply. Diesel oil storage tanks will be provided.

- The chiller plant control system and the Building Control system shall be
separate systems. The systems shall be state-of-the-art Direct Digital Controls
(DDC) systems.

- The distribution piping will probably be pre-insulated pipe with welded steel
carrier pipe and plastic outer pipe jacket, alternate pipe types will be evaluated
during Conceptual Design.

- Heat exchanger will be installed for each zone of the base identified to separate
the zone from the primary chilled water systems. The heat exchanger(s) will be
installed as part of the Plant and Distribution Scope of work. Tertiary pumps
will be required for each of the zones to distribute chilled water to the Buildings.
The tertiary pumps and all required accessories (expansion tank, make-up water,
air compressor, etc.) will be provided as part of the Building Conversion Phase.
The heat exchangers and pumps will be installed in buildings/structures. Types
and number of heat exchangers will be studied during Conceptual Design.

- BTUH meters will be installed in each of the zones. Signals will be brought
back to the other plants.

- Above ground tanks for water, diesel, lube oil will be used.

- Electrical power for the tertiary pumps, located in the Heat Exchanger Buildings
will be fed from the Building being converted.