Tender No.: A-17580 Title: Outsourcing Manpower For Contact Center

Tender No.
: A-17580
Title: Outsourcing manpower for
Contact Center
VOLUME 1 of 2
April 2020
EMPLOYER CONTRACTOR
Logo
Al Ain Distribution Company M/s ......

P.O Box 1065 P.O Box ……
Al Ain - UAE Abu Dhabi - UAE
AADC Tender Documents VOL I
SUPPLY DEPARTMENT Tender No. A-17580
Contents
 Section I. Invitation to Tender
 Section II. Form AGREEMENT
 Section III. Conditions of AGREEMENT and Annexes
 Section IV. Bills of Quantities/Pricing Schedule for SERVICES
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SECTION I of IV
Invitation to Tender
Contents
1. Form of Invitation to Tender
2. Form of Tenderer’s Response
3. Tendering Instructions
3.1 Instruction to Tenderers
3.2 Tendering Data
3.3 Attachments:
Attachment 1: Tender Instructions
Attachment 2: Checklist for Tender Submission
4. Tender Forms
4.1 Form of Tender
4.2 Form of Tender Security
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1. FORM OF INVITATION TO TENDER
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1. FORM OF INVITATION TO TENDER

[Letterhead paper of AADC]
………………… [Date]
To: …………………………………………………. [Name of TENDERER]

…………………………………………………. [Address]
TENDER NO.: [To be filled by bidder As per Invitation to Tender Fax]
TENDER TITLE: [To be filled by bidder As per Invitation to Tender Fax]
SUBJECT: INVITATION LETTER
Dear Sirs,
Al Ain Distribution Company (AADC) has the pleasure of inviting you to submit a
competitive Tender for the provision of the above SERVICES. You are requested to log in the
E-bidding portal to collect the tender documents. A user name & Password for logging in the
web site had been sent to you through your registered email with ADWEA.
The Scope of SERVICES, has been clarified in Annex-A.
Your complete offer, strictly in accordance with the Tender Invitation Package, shall be submitted
shall be submitted/ load through E-bidding portal not later than the time and date stated in the
Invitation email.
Please confirm receipt of this letter and state whether you intend to tender or not. We would
appreciate being so notified in writing at your earliest opportunity in accordance with the “Form
of Tenderer’s Response” enclosed in the Tender Invitation Package.
Yours faithfully,
Manager Supply Department

Al Ain Distribution Company (AADC)
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2. FORM OF TENDERER'S RESPONSE
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FORM OF TENDERER'S RESPONSE
[Letterhead paper of the Tenderer]
……………………. [Date]
To:
AL AIN DISTRIBUTION COMPANY (AADC)
P. O. Box 1065
Al Ain - U.A.E.
Fax : (9713)7117232
Attn: Manager Supply Department
TENDER NO.: [To be filled by bidder As per Invitation to Tender Fax]
TENDER NAME: [To be filled by bidder As per Invitation to Tender Fax]
SUBJECT: ………………………………………
………………………………………
Dear Sirs,
We acknowledge the receipt of the Tender Invitation Package and Invitation to Tender Facsimile
dated .................
a) You may expect to receive our TENDER on or before ....................... 2020
b) We do not intend to submit a TENDER because ..........................................

......................................................................................................................
and herewith return the Tender Invitation Package.
We wish to advise you of the following details with regard to our tendering office:-
 Postal address : ................................................................

 Street address : ................................................................
 Telephone number : ................................................................
 Fax number : ................................................................
 Authorised contact person: ................................................................
 E-mail Address : ................................................................
SIGNED .......................................... TITLE .............................................
TENDERER ........................................... DATE .............................................
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3. TENDERING INSTRUCTIONS
3.1 INSTRUCTIONS TO TENDERER(S)
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GENERAL
3.1.1The Employer, as defined in the Tendering Data, hereinafter “the Employer”, wishes to receive
tenders for the Maintenance of AADC meeting rooms in Main Building, as described in Sections (II-
VI) and summarized in the Tendering Data, hereinafter referred to as the “SERVICES”.
3.1.2 To facilitate tendering and tender evaluation, the Tender Invitation Package enclosed reflect the
AGREEMENT which shall be ultimately entered into by the EMPLOYER and the successful
Tenderer(s) hereinafter referred to as TENDERER(S) together with all the technical specifications
and information and commercial terms in the order and format as ultimately envisaged.
3.1.3 The successful TENDERER(S) will be expected to complete the SERVICES within the period
stipulated in the Tendering Data from the date of commencement of the SERVICES.
3.1.4 Throughout these bidding documents, the terms bid and tender and their derivatives (bidder/
tenderer, bid/ tendered, bidding/ tendering, etc.) are synonymous, and day means calendar day.
Singular also means plural.
3.1.5 No firm shall be invited to participate in the Invitation to Tender unless it is properly qualified and
registered in the Commercial Register in accordance with ADWEA’s policies and procedures.
However, in special circumstances an unregistered firm may be invited to bid, but the contract
shall not be awarded to it unless it is finally registered with ADWEA.
3.1.6 Bidders shall, as part of their bid:
(i) submit a written power of attorney authorizing the signatory of the bid to commit the
bidder; and
(ii) update any information submitted with their applications for prequalification, which has
changed, and update in any case the information indicated in the Tendering Data, and
continue to meet the minimum threshold criteria set out in order to be registered in the
Commercial Register of ADWEA.
CONTENT OF TENDER DOCUMENTS
3.1.7 The Tender Invitation Package or the TENDER shall be composed of those as stated below, unless
otherwise specified in the Tendering Data, and should be read in conjunction with any Addenda issued by
the EMPLOYER prior to execution of the AGREEMENT:
Section I: Invitation to Tender, which includes:

1. Invitation to Tender
2. Form of Tenderer’s Response
3. Tendering Instructions:
3.1 Instruction to Tenderers
3.2 Tendering Data
3.3 Attachments:
Attachment 1: Tender Instructions
Attachment 2: Checklist for Tender Submission
4. Tender Forms:
4.1 Form of Tender
4.2 Form of Tender Security
Section II: Form of AGREEMENT
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Section III: Conditions of AGREEMENT and Annexes:

1. General Conditions
2. Special Conditions
3. Appendix to Conditions
4. Annexes:
Annexure A. Scope of SERVICES
1. Scope of Work
2. Quality Control and Assurance
Annexure B. List of Drawings and Attachments
Annexure C. Free Issue Materials List
Annexure D. Facilities Provided by Employer
Annexure E. Co-ordination Procedure
Annexure F. Safety Regulations
Annexure G. Form of Performance Bank Guarantee
Annexure H. Completion Certificates and Release Letter:
1. Completion Certificate
2. Release letter
Annexure I. Bills of Quantities (Unpriced Part) - DELETED
Annexure J. Schedule:
1. Key Dates
2.Overall Schedule
3.Tenderer’s Labour Histograms
4.Tenderer’s Proposed Work Plan, Supplies and
Methods
Annexure K. Key Personnel
Annexure L. Subcontractors and Associates List
Annexure M. TENDERER’s Proposed Temporary Facilities on Site
Section IV. Bills of Quantities/ Pricing Schedule for SERVICES
3.1.8 It shall be noted that some Annexes contained in Section III are required to be completed by
the TENDERER(S). The TENDERER(S) shall complete the Tender Invitation Package according to
all instructions given. (Any submitted TENDER with a non-compliance may not be considered by
AADC.).
The TENDERER(S) shall give preference to the purchase of materials, equipment and services from Al
Ain/Abu Dhabi.
3.1.9 In addition to preparing an offer based on EMPLOYER’s Tender Invitation Package, should the
TENDERER(S) so wish, he may offer an alternative(s) differing from EMPLOYER’s stated requirements,
wherever the TENDERER(S) considers that this may be advantageous to EMPLOYER. In this event, the
TENDERER(S) shall clearly indicate all differences of whatever nature from EMPLOYER’s stated
requirements.
3.1.10 The TENDERER shall acknowledge receipt of the Tender Invitation Package and his intentions to
tender by a letter/telex/ facsimile, or otherwise by returning the Tenderer’s Response Form provided
herewith.
EXAMINATION OF TENDER INVITATION PACKAGE & EXPLANATION TO TENDERER(S)
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3.1.11 The TENDERER(S) shall be fully responsible for examining, with appropriate care, the complete
Tender Invitation Package including all addenda and shall be responsible for informing himself with
respect to all conditions which might in any way affect the cost or the performance of SERVICES. Failure
to do so shall be at the sole risk of the TENDERER(S) and no relief can be given for error or omission by
the TENDERER(S).
3.1.12 Should the TENDERER(S) find discrepancies in or omissions from the Tender Invitation Package,
or should their intent or meaning appear unclear, incomplete or ambiguous, or should any other question
arise relative to the Tender Invitation Package, the TENDERER(S) shall notify the EMPLOYER of such
findings in writing at the EMPLOYER’s address indicated in the Tendering Data. The TENDERER(S)
making such notification shall be solely responsible for its timely receipt by EMPLOYER. EMPLOYER
shall not accept any notifications/clarification requests submitted within seven (7) days of the tender
submission date. Replies to such notifications shall be made in the form of addenda to the Tender
Invitation Package.
AMENDMENT OF TENDER INVITATION PACKAGE
3.1.13 At any time prior to the deadline for submission of bids, the Employer may amend the Tender
Invitation Package by issuing Addenda. Any Addendum thus issued shall be part of the tender documents
pursuant to Sub-Clause 3.1.7, and shall be communicated in writing to all bidders. Prospective bidders
shall promptly acknowledge receipt of each Addendum by cable to the Employer.
3.1.14 If bidders do not have sufficient time to submit or/and implement their modifications due to
amendment, the Employer might extend as necessary the deadline for submission of tenders, in
accordance with Sub-Clause 3.1.33.
PREPARATION AND SUBMISSION OF TENDERS
3.1.15 All TENDERS, completed as required, shall be submitted to the Employer in wax sealed envelopes
as outlined in Attachment I, "Sealed Tender Instructions" at the address provided in the Tendering Data.
The envelopes shall bear the name and identification number of the Tender as defined in the Tendering
Data.
3.1.16 The bid, and all correspondence and documents related to the bid exchanged by the bidder and the
Employer shall be written in the bid language stipulated in the Tendering Data. Supporting documents and
printed literature furnished by the bidder may be in another language provided they are accompanied by an
accurate translation of the relevant passages in the above stated language, in which case, for purposes of
interpretation of the bid, the translation shall prevail.
3.1.14 3.1.17 It shall be the responsibility of the TENDERER(S) to submit his TENDER at the address
specified in Sub-Clause 3.1.15 no later than the time and the TENDER Submission date stipulated
in the Tendering Data. Any TENDER submission to e-bidding system after this date & time shall
not be accepted.
3.1.18 EMPLOYER shall issue a receipt to the TENDERER(S) to verify the time and date of TENDER
submission. It shall be the responsibility of the TENDERER(S) to ensure that this receipt shall be obtained
from EMPLOYER at the time of TENDER submission.
3.1.19 TENDERER(S) shall attach to the TENDER, a copy of valid Abu Dhabi Chamber of Commerce
and Industry Registration Certificate and Municipality Trade License issued by the Municipality of Al
Ain / Abu Dhabi. A photocopy of the Power of Attorney of the Owner or each Director or Partners
authorised to sign the TENDER and AGREEMENT shall also be attached.
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3.1.20 All direct and indirect costs, of whatever nature, for preparation and submission of TENDERER’s
offer, including costs associated with attending clarification/negotiation meetings, site visits and the like,
shall be to TENDERER’s account. The Employer will in no case be responsible or liable for those costs,
regardless of the conduct or outcome of the bidding process.
3.1.21 The Form of Tender shall show the full legal name and business address of the TENDERER(S)
including the street address, and shall be signed by the official signature of the person or persons
authorised to bind the TENDERER(S) and shall be duly witnessed and dated.
3.1.22 TENDERER(S) shall complete the relevant Annexes contained in Section III of the tender
documents where indicated.
3.1.23 ENDERS shall be submitted as separate Packages, as follows:
Package 1: comprises the TENDERER’S Un-priced Proposal shall be submitted under

Technical bid folder and shall contain: -
Volume 1 of 2
Section I: Invitation to Tender
Section II: Form of AGREEMENT
Section III: Conditions of AGREEMENT and Annexes, including the un-priced Bills of
Quantities/Schedule for the SERVICES (Annexure I of Section III). Some Annexes are to
be dully completed as required by the TENDERER(S).
Volume 2 of 2: HSE Procedures.
All of the above (Package 1: Technical Documents submission) shall be attached and
submitted under the Technical bid folder.
Package 2: Commercial Documents submission comprises the TENDERER’S Priced

Proposal shall be submitted under Commercial bid folder and shall contains:-
Volume 1 of 2
Pricing Preambles
Bill of Quantities / Pricing Schedules for Works
The pricing should be completed in full by the TENDERER(S).

The soft copy of the Tender BOQ (Volume 1 of 2) shall be submitted under the Commercial
Bids.
All of the above (Package 2 Commercial Documents submission) shall be submitted directly
through Ebidding under folder “Technical Bid”.
At all times, Tenderer shall not submit any Cost Impacts / Revised Prices / New Prices / Rates
unless requested / allowed by AADC. If Tenderer; at his own discretion, feels that Cost Impacts /
Revised Prices / New Prices / Rates resulted from Post Tender Clarification (Post TC) is to be
submitted, Tenderer shall request AADC to approve such submittal in advance via an official
letter to AADC Supply Department Manager with clear justification of the drivers behind the
submittal. Price Impacts will be accepted only of Tender Requirements change. Then, AADC
shall inform Tenderer if their request for Cost Impacts / Revised Prices / New Prices / Rates
submission is accepted or not. If accepted, AADC shall identify time, venue and labelling
instructions to submit the Cost Impacts / Revised Prices / New Prices / Rates
3.1.24 Each bidder shall submit only one bid either by himself, or as a partner in a joint venture. A
bidder who submits or participates in more than one bid (other than alternatives pursuant to
Sub-Clause 3.1.9) will be disqualified.
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EMPLOYER’S RIGHT OF SELECTION
3.1.25 EMPLOYER shall not be bound to accept the lowest TENDER for the SERVICES or any other
TENDER, nor shall it be bound to assign any reason for rejection of a TENDER.
CONFIDENTIALITY OF DOCUMENTS
3.1.26 The TENDERER(S) shall treat the Tender Invitation Package and the contents therein as private
and confidential. If, at any time during the TENDER preparation period, the TENDERER(S) decides to
decline the Invitation to Tender, all the Tender Invitation Packages shall be immediately returned to the
address for return of TENDERS.
CAUTION AND DISCLAIMER
3.1.27 The TENDERER(S) shall make his own interpretation of any and all information included in the
Tender Invitation Package. Neither EMPLOYER nor its designated representative shall be responsible for
the accuracy or completeness of such information or interpretation.
3.1.28 The TENDERER(S) shall be responsible for obtaining and verifying all necessary data and such
information as is provided in the Tender Invitation Package shall be confirmed by the TENDERER(S).
TENDERER(S) shall verify, on his own responsibility, the laws and regulations in Abu Dhabi which
apply to the performance of the SERVICES, including the provisions of Boycott of Israel.
3.1.29 Any failure or neglect to carry out these verifications and investigations shall not absolve the
TENDERER(S) from any of his obligations under the requirements of the Tender Invitation or any
AGREEMENT subsequently executed.
PROVISIONS OF THE FORM OF AGREEMENT
3.1.30 The provisions of the Form of AGREEMENT in the Tender Invitation Package shall not be subject
to exceptions, alterations or revisions.
CURRENCY OF THE TENDER
3.1.31 The currency(ies) of the Tender shall be in UAE Dirhams unless otherwise specified in the
Tendering Data.
VALIDITY OF TENDER
3.1.32 The TENDER shall remain valid for the period stipulated in the Tendering Data from the date
fixed for the submission of TENDERS and may be accepted at any time up to and including that date.
3.1.33 In exceptional circumstances, prior to expiry of the original Tender validity period, the Employer
may request that the bidders extend the period of validity for a specified additional period. The request
and the responses thereto shall be made in writing. The TENDERERS will not be required or permitted to
modify its bid, but will be required to extend the validity of its Tender security for the period of the
extension, and in compliance with Sub-Clause 3.1.34 in all respects.
TENDER SECURITY
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3.1.34 The TENDERER(S) shall submit a Tender Security in the form attached herewith in the amount
and currency stipulated in the Tendering Data. The Tender Security shall be drawn on a Bank in Abu
Dhabi, and shall remain valid for a period of one hundred and Eighty (180) days from the date fixed for
submission of the TENDERS. The successful TENDERER(S) shall extend the validity of the Tender
Security until receipt by EMPLOYER of the Performance Bank Guarantee for the amount to be defined at
the time of AGREEMENT signing. The Tender Security shall be submitted with the TENDER.
EMPLOYER shall advise the TENDERER(S), in writing, when there is a need to extend the
validity of the Tender Security.
The cost of the Tender Security shall be borne by the TENDERER(S).
3.1.35 EMPLOYER shall return to unsuccessful TENDERER(S) their Tender Security within thirty (30)
calendar days after the receipt of a formal acceptance from the successful TENDERER(S) to
EMPLOYER’s letter/facsimile of award except for such amounts which shall have been forfeited in
accordance with Tender Invitation Package.
JOINT VENTURE
3.1.36 TENDERS submitted by Joint Ventures shall comply with the following requirements:
A) The TENDER shall be signed by all Partners so as to be legally binding on each

member of the Joint Venture.
B) A copy of the Joint Venture Agreement that has been or shall be entered into by
Partners, shall accompany the TENDER.
C) Such Joint Venture Agreements shall provide the following:
1) The Partners of the Joint Venture shall be liable jointly and severally for the execution of the
AGREEMENT in accordance with the terms of the AGREEMENT and in the event that any one of
the Partners ceases to be a member of the Joint Venture or goes into liquidation, then the surviving
Partner(s) shall have the full obligation to carry out and complete the AGREEMENT and shall be
empowered to use all necessary facilities furnished by any party in the Joint Venture and shall be
entitled to have any subcontract assigned to it.
2) The name of the Partner nominated to act under every respect, as Manager of Joint Venture.
3) Extent of participation of each Partner in the Joint Venture.
CERTIFICATION
3.1.37 TENDERER(S) shall certify Priced proposal:-
I. "Our TENDER is in exact accordance with the stated requirements of the Tender
Invitation Package with no exceptions".
OR
II. "Our TENDER is in exact accordance with the stated requirements of the Tender
Invitation Package with no exceptions other than as listed below".
EXECUTION OF AGREEMENT
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3.1.38 Subject as noted in Sub-Clause 3.1.25 above and after consideration of price and other factors, an
AGREEMENT shall be executed with the successful TENDERER.
3.1.39 The right shall be reserved, as the interest of EMPLOYER shall require, to reject any or all
TENDERS and to waive any informality in the TENDERS received.
SITE VISIT AND CONDITIONS
3.1.40 In addition to the examination of the Tender Invitation Package, each prospective TENDERER(S)
shall make whatever other arrangements are necessary to become fully informed regarding all existing and
expected conditions and matters which might in any way affect the cost or the performance of any of the
SERVICES. The bidder is advised to visit and examine the Site of SERVICES and its surroundings and
obtain for itself on its own responsibility all information that may be necessary for preparing the bid and
entering into a contract for THE EXECUTION OF SERVICES.
Any failure to fully investigate the SITE or the foregoing conditions however shall not relieve the
TENDERER(S) from responsibility for estimating properly the difficulty or cost of successfully
performing the SERVICES.
The cost of the SITE visit including transportation shall be borne by the TENDERER(S).
3.1.41 The bidder and any of its personnel or agents will be granted permission by the Employer to enter
upon its premises and lands for the purpose of such visit, but only upon the express condition that the
bidder, its personnel, and agents, will release and indemnify the Employer and its personnel and agents
from and against all liability in respect thereof, and will be responsible for death or personal injury, loss of
or damage to property, and any other loss, damage, costs, and expenses incurred as a result of the
inspection.
3.1.42 The Employer may conduct a Site visit concurrently with the pre-bid meeting referred to in Sub-
Clauses 3.1.43 to 3.1.46.
PRE-BID MEETING
3.1.43 Where necessary, a pre-bid meeting shall be arranged by the EMPLOYER in order to clarify issues
and answer questions on any matter that may be raised by the TENDERERS during the preparation of
their proposals. The bidder’s designated representative is invited to attend the pre-bid meeting, which, if
convened, will take place at the venue and time stipulated in the Tendering Data.
3.1.44 The bidder is requested, as far as possible, to submit any questions in writing, to reach the
Employer not later than one week before the meeting. It may not be practicable at the meeting to answer
questions received late. Minutes of the meeting, including the text of the questions raised and the
responses given, together with any responses prepared after the meeting, will be transmitted without delay
to all TENDERERS.
3.1.45 Any modification of the bidding documents listed in Sub-Clause 3.1.7 which may become
necessary as a result of the pre-bid meeting shall be made by the Employer through the issue of an
Addendum pursuant to Sub-Clause 3.1.13.
3.1.46 Non-attendance at the pre-bid meeting will not be a cause for disqualification of a bidder
RETURN OF DOCUMENTS BY TENDERER(S)
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3.1.47 All Tender Invitation Package, being the property of EMPLOYER, shall be returned by the
unsuccessful TENDERER(S) to the address to which TENDERS were submitted as shown in the Tender
Invitation.
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3.2 TENDERING DATA
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3.2 TENDERING DATA
The following specific data for the SERVICES to be procured shall complement, amend, or supplement
the provisions in the Instructions to Tenderer(s). Whenever there is a conflict, the provisions herein shall
prevail over those in the Instructions to Tenderer(s).
Instructions to
TENDERER(S)
Clause Reference No.
3.1.1 Name and address of the Employer.
AL AIN DISTRIBUTION COMPANY( AADC)
P. O. Box 1065
Al Ain – U. A. E.
Tel. ++971 3 7636000
Fax ++971 3 7635633
3.1.1 Summary of the SERVICES.:
1- To provide the sufficient manpower required to handle the call volume
in the Contact Centre in a way that ensures meeting the required
service level.
2- To enhance the required degree of supervision, business follow up and
quality assurance in the Contact Centre.
3- Recruiting of appropriate and adequate number of staff will improve
the Contact Centre performance and hence increase the customers’
satisfaction.
3.1.3 Contract Period :- Three (3) Years
3.1.6 (ii) Pre-qualification information to be updated.
TENDERERS are requested to register their firms in the Commercial
Register in accordance with ADWEA’s new policy. Standard
Application Forms for Pre-qualification Questionnaires are available at
Abu Dhabi Water & Electricity Authority
Supply Division
Post Box No. 6120
Abu Dhabi.
U.A.E.
3.1.7 Content of Tender Document: As Listed.
3.1.12 & 3.1.15 Employer’s address for the purpose of Tendering and tender submission.
AL AIN DISTRIBUTION COMPANY( AADC)
Supply Department
P. O. Box 1065
Al Ain - U.A.E.
Tel. ++971 3 7636000
Fax ++971 3 7117232
3.1.15 Number and Name of the Tender: A-17580 Outsourcing manpower
for Contact Center
3.1.16 Bid language. ENGLISH
3.1.17 TENDER Submission Date: Refer to ITT
3.1.31 Currency of the Tender other than UAE Dirhams NONE
3.1.32 Period of Tender Validity 180 Days
3.1.34 Amount and Currency of Tender Security. N/A
3.1.21 Place, Time and Date of the Pre Bid Meeting
Supply Department, AADC Head office, Al Jimi Area as per ITT
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3.3 ATTACHMENTS:
ATTACHMENT 1: TENDER INSTRUCTIONS
ATTACHMENT 2: Checklist for Tender Submission
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ATTACHMENT 1
ATTACHMENT 1: TENDER INSTRUCTIONS
1. TENDERS shall be submitted through E-bidding as specified in the invitation and subsequent
instructions, if any.
2. The File marked UNPRICED TENDER shall contain the documents listed in Attachment -II
hereto and which shall be the basis of the technical evaluation carried out by EMPLOYER.
3. The File marked PRICED TENDER shall contain the documents listed in Attachment II
hereto and which shall be the basis of the commercial evaluation carried out by EMPLOYER.
4. Each TENDER package shall clearly show the following markings:
 TENDER NO.: [To be filled by bidder As per Invitation to Tender Fax]
 TENDER NAME: [To be filled by bidder As per Invitation to Tender Fax]
EMPLOYER ADDRESS for the purpose of tendering
Supply Department
Bid Opening Committee
P.O. Box 1065
Al Ain – U.A.E.
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ATTACHMENT 2
CHECKLIST FOR TENDER SUBMISSION
Fill the tick box if Scanned copies of following documents were uploaded along with the e-bid
under the folder “TechnicalBid”;
S.L Document’s Required File Name to be upload Tick

under on Ebidding Box
This checklist for tender submission shall be fill and attached checklist
1 Certification that Tender is in accordance or otherwise. certification 3.1.37
2 list of Deviations to be provided (if applicable) List of Deviations
3 Certification that Tenderer is fully complying with the HSE as HSE certification
mentioned in the ADWEA/AADC HSE Procedures (Volume
5/5).
4 Invitation to Tender (Section I) initialled and stamped. invitation to tender
5 Form of Tender duly completed and signed, stamped. form of tender
6 Form of AGREEMENT (Section II) initialled and stamped. form of agreement
7 The following document’s to combined and upload as one licence documents
file
1-Valid Trade Licence from Municipality
2-Valid Chamber of Commerce and Industry registration
Certificate
3-Municipality Commercial Registration Certificate
4-Power of Attorney with Specimen Signature(s)
5-ADWEA/AADC Registration Certificate
6-Joint Venture Agreement (where applicable).
8 Work Plan Method & Project Time Schedule. work plan &
time schedule
9 QA/QC Document & valid copy of ISO 9001:2008 ISO certificate
Certificate and Audit reports (as per Annex-A)
10 Technical Data Sheets (to be combined under one file if technical data sheets
possible) signed and stamped.
(only related to the supplied equipment’s and materials for
the projects).
11 The Vendors List (summary) of the offered supply of vendors list
equipment’s duly signed and stamped
Manufactures details- shop drawing catalogues Manufactures (name)
details
12 Confirmation letter on specification. specification
Confirmation
13 Copy, duly stamped and initialled, of all clarification clarification document
document(s), if any, issued by AADC prior to the TENDER
Submission Date.
14 The following document’s to combined and upload as one Organization Chart&
file : Experience
-Organization Chart with Qualification and Experience of
Staff – (Annex O)
-Key Personnel for this Tender – (Annex K)
-Details of Projects handled during past five or ten years
– (Annex P)
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S.L Document’s Required File Name to be upload Tick
15 Labour Histogram for this Tender – (Annex J) Labour Histogram
16 Sub-Contractors and Associates List – (Annex I) Sub-Contractors
17 Scanned copy of Volume-1 of tender documents signed Volume-1
and stamped.
Fill the tick box if following documents were uploaded along with the e-bid under the folder
“CommercialBid”;
S.L Document’s required File Name to be upload Tick

1 Signed & Stamped scanned Copy of priced BOQ in PDF A-XXXXpriced
BOQ.PDF
2 Priced BOQ in MS Excel format A-XXXXpriced BOQ
Fill the tick box if a Scanned copy of following document was uploaded along with the e-bid
under the folder “BidBond”;
S.L Document’s required File Name to be upload Tick

1 Scanned Copy of tender security Bid bond
Vol 1 of 2 22/111

Documents to attached / uploaded along with e-bid in Maximo
Scanned copies of the following documents should be uploaded along with the e-bid under the
folder “TechnicalBid”;
 Organization Chart with Qualification and Experience of Staff – (Annex O)

 Details of Projects handled during past five or ten years – (Annex P)
 Labour Histogram for this Tender – (Annex J)
 Key Personnel for this Tender – (Annex K)
 Sub-Contractors and Associates List – (Annex I)
 Valid Trade Licence from Municipality
 Valid Chamber of Commerce & Industry Registration Certificate
 Municipality Commercial Registration Certificate
 Power of Attorney with Specimen Signature
 ADWEA Registration Certificate
 Joint Venture Agreement (where applicable).
All the above stated documents should be enclosed in e bid under folder “Technical Bid”
 Copy of tender security as per clause 3.1.34 and amount stated in tender data in the bid bond
folder and original to be submitted to following address-;
P.O. Box 1065
Al Ain, United Arab Emirates
 Volume-1 of tender documents should be signed and stamped, scanned and upload in e-bid
under the folder of “Technical Bid” .
Note; E-bid along with the relevant documents must be uploaded and digitally signed
with the digital signature of the authorized personnel or signed & stamped scanned
copy should be uploaded.
 Tenderers should upload confirmation letter to compliance with specifications, data sheets
etc.
 Please upload confirmation letter on specification stating” We herewith in our capacity as

Tenderers confirm that we read/understood the specifications, data sheet etc. and
undertake/agree to abide to the above stated documents.”
 TENDERER(S) shall STAMP AND SIGN on the Legend and upload along with a
CONFIRMATION LETTER stating that he will adhere to all HSE Procedures listed in the
Legend and enclosed in e bid.
 Please upload in e bid in a folder of “commercial bid”, One (1) Original (Signed &
Stamped Copy of priced BOQ in PDF + MS Excel format))
 Please upload in e bid in a folder of technical bid, the technical offer.
Vol 1 of 2 23/111
4. TENDER FORMS
Vol 1 of 2 24/111
4. FORM OF TENDER
To:
MANAGER SUPPLY DEPARTMENT
AL AIN DISTRIBUTION COMPANY
P. O. Box 1065
Al Ain – U.A.E.
TENDER NO. :
TENDER NAME :
SUBJECT :
Gentlemen,
1.Having carefully examined all the Tender Invitation Package as per your Invitation
Ref. …................ dated …../…../2016, we, the undersigned, offer to carry out the SERVICES in strict
conformity with the said Documents within the sum and rates quoted by us as per Package 2 attached herewith.
2. We undertake, if our TENDER shall be accepted, to commence and complete the SERVICES at SITE within
the time stipulated in Section III, Annexure ‘J’- Schedule, attached herewith.
3. If our TENDER shall be accepted, we shall obtain a guarantee from a Bank approved by you, in the sum
equivalent to Ten (10%) of the mutually agreed CONTRACT PRICE for the due performance of the
AGREEMENT.
4. We agree to abide by this TENDER for a period of __________________________ [insert Tender Validity
Period as per Sub-Clause 3.1.32 of Instructions to Tenderers] ______________________ from the date fixed
for the submission of TENDERS and it shall remain binding upon us and shall be accepted at any time before
the expiration of that period.
5. Unless and until a formal AGREEMENT shall be prepared and executed, this TENDER, together with your
written acceptance thereof, shall constitute a binding contract between us.
6. We understand that you are not bound to accept the lowest or any TENDER which you shall receive.
Dated this ______________________ Day of _____________ 2016

Signature __________________________________________________
Signed by __________________________________________________
in the capacity of ____________________________________________
duly authorised to sign TENDERS for and on behalf of:
Messrs. ____________________________________________________
Witness ____________________________________________________
Vol 1 of 2 25/111
5. FORM OF TENDER SECURITY

[TO BE TYPED IN ORIGINAL ON BANKER’S LETTER HEAD]
To:
Al Ain Distribution Company
P. O. Box 1065
AL AIN
UNITED ARAB EMIRATES
TENDER NO. :
TENDER NAME :
We, the undersigned, ( THE BANK ) whose registered office is at

__________________________________ have the honour to inform you that we irrevocably and
unconditionally guarantee Messrs: _________________________ to the amount of ___________
(_________________________________ only) against your Invitation to Tender No.
___________________ dated ___________.
We undertake to pay to you the said amount or part thereof at your first written demand without warning
or any restriction or condition and without recourse and notwithstanding any objection from the said
Messrs: ______________________
This guarantee shall remain valid for a period of One Hundred and Eighty (180) days starting from
_________ being the date fixed for the submission of Tenders and all demands for payment shall be
received by us within the said period.
Signed and sealed this ______________ day of _______________ 2016
For and behalf of
THE BANK
Vol 1 of 2 26/111
SECTION II of IV
Form of AGREEMENT
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FORM OF AGREEMENT
THIS AGREEMENT MADE IN ABU DHABI U.A.E. THIS .......……...................... DAY OF

............………........... TWO THOUSAND EIGHTEEN BUT EFFECTIVE FROM THE
......................... DAY OF ....................... TWO THOUSAND EIGHTEEN.
BETWEEN
AL AIN DISTRIBUTION COMPANY (AADC) duly organised under the laws of Emirate of Abu
Dhabi, having its postal address as P. O. Box 1065, Al Ain, UAE (hereinafter referred to as
"EMPLOYER", which expression shall, where the context so permits, include its successors-in-
interests and assignees) of one part;
AND
Messrs. -----------------------------------------------------. duly organised under the laws of Abu Dhabi,

having its postal address as ------------------------------------------------------------ U.A.E. (hereinafter
referred to as "CONTRACTOR" which expression shall, where the context so permits, include its
successors-in-interest and assignees) of other part.
WHEREAS
1. EMPLOYER desires to have certain SERVICES performed as hereinafter specified
2. CONTRACTOR represents to have the necessary capability, vehicles, equipment,

competent personnel and experience to carry out such SERVICES and is willing to do so
on the terms and conditions hereinafter contained.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS HEREIN

CONTAINED, IT IS HEREBY AGREED AND DECLARED BY AND BETWEEN THE
PARTIES HERETO AS FOLLOWS:
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1. In this AGREEMENT, words and expressions shall have the same meanings as are
respectively assigned to them in the Conditions of the AGREEMENT hereinafter referred
to, except where the context otherwise requires.
2. The following documents shall be deemed to form and be read and construed as part of
this AGREEMENT:
(i) Section III: Conditions of the AGREEMENT including all Annexes;
(ii) Section IV: Bills of Quantities / Pricing Schedule for SERVICES; and
(iii) Any other document forming part of the AGREEMENT.
3. In consideration of the payments to be made by the EMPLOYER to the CONTRACTOR

as hereinafter mentioned, the CONTRACTOR hereby covenants with the EMPLOYER to
execute and complete the SERVICES and remedy any defects therein in conformity in all
respects with the provisions of the AGREEMENT.
4. The EMPLOYER hereby covenants to pay the CONTRACTOR in consideration of the

execution and completion of the SERVICES and the remedying of defects therein the
CONTRACT PRICE or such other sum as may become payable under the provisions of
the AGREEMENT at the times and in the manner prescribed by the AGREEMENT.
Vol 1 of 2 29/111
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE ENTERED INTO THIS

AGREEMENT AS OF THE DAY AND YEAR ABOVE WRITTEN.
1. Signed and delivered for and on behalf of:

____________________________________________________
By :
Title :
Date :
duly authorised in that behalf in the presence of:
____________________________________________________
By :
Title :
Date :
2. Signed and delivered for and on behalf of:

(CONTRACTOR)
____________________________________________________
By :
Title :
Date :
duly authorised in that behalf in the presence of:
____________________________________________________
By :
Title :
Date :
Vol 1 of 2 30/111
SECTION III of IV
Conditions of AGREEMENT and Annexes
Contents
1. General Conditions
ARTICLE 1 : DEFINITIONS
ARTICLE 2 : SCOPE OF SERVICES
ARTICLE 3 : DURATION
ARTICLE 4 : COORDINATION PROCEDURE
ARTICLE 5 : FACILITIES PROVIDED BY EMPLOYER
ARTICLE 6 : CONTRACTORS GENERAL OBLIGATIONS
ARTICLE 7 : FINANCIAL ENTITLEMENTS
ARTICLE 8 : WARRANTIES
ARTICLE 9 : BANK GUARANTEE
ARTICLE 10 : INDEMNITIES AND INSURANCES
ARTICLE 11 : TAXES AND DUTIES
ARTICLE 12 : VARIATIONS
ARTICLE 13 : SUSPENSION
ARTICLE 14 : TERMINATION
ARTICLE 15 : CLAIMS AND LIENS
ARTICLE 16 : ACCEPTANCE, DEFICIENT SERVICE & REJECTION
ARTICLE 17 : CONFIDENTIALITY
ARTICLE 18 : ASSIGNMENT
ARTICLE 19 : SUB-CONTRACTING
ARTICLE 20 : FORCE MAJEURE
ARTICLE 21 : ARBITRATION
ARTICLE 22 : APPLICABLE LAW
ARTICLE 23 : AGREEMENT INTERPRETATION
ARTICLE 24 : ENTIRE AGREEMENT
ARTICLE 25 : INDEPENDENT CONTRACTOR
ARTICLE 26 : WAIVER
ARTICLE 27 : BOYCOTT OF ISRAEL
ARTICLE 28 : FOSSILS AND ANTIQUITIES
ARTICLE 29 : COPYRIGHT
ARTICLE 30 : IN CASE OF DEMISE OF CONTRACTOR
ARTICLE 31 : NOTICES AND ADDRESSES
2. Special Conditions
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3. Appendix To Conditions
4. Annexes:
Annexure A. Scope of SERVICES:
1. Scope of SERVICES
Annexure B. List of Drawings and Attachments- DELETED
Annexure E. Co-ordination Procedure
Annexure H. Completion Certificate and Release Letter:
2. Release Letter
Annexure I. Bills of Quantities (Unpriced Part)
Annexure J. Schedule:
1. Key Dates
2. Overall Schedule
3. Tenderer’s Labour Histograms
4. Tenderer’s Proposed Work Plan, Supplies and Methods
Annexure K. Key Personnel
Annexure L. Subcontractors and Associates List
Annexure M. CONTRACTOR’s Proposed Temporary Facilities on Site
Vol 1 of 2 32/111
1. GENERAL CONDITIONS
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1. GENERAL CONDITIONS
1. DEFINITIONS
For the purpose of this AGREEMENT, the words and expressions listed hereunder shall
have the meanings hereby assigned to them except where the context otherwise requires:
AGREEMENT means the Form of AGREEMENT, these General Conditions,

Special Conditions, Annexes 'A' through 'M' together with Section III
(Priced Bills of Quantities).
CONTRACT means the total aggregate sum to be paid to CONTRACTOR

PRICE by EMPLOYER according to Article 7 and Article 12.
SITE means all locations where SERVICES are to be performed, and as

summarised in the Appendix to Conditions.
PARTY (IES) means EMPLOYER and/or CONTRACTOR.
SERVICES means all SERVICES and activities to be performed by

CONTRACTOR under this AGREEMENT.
GOODS means any and all materials that shall be supplied by the
CONTRACTOR in the performance of the SERVICES. This shall
include, but not be limited to equipment, vehicles, machines,
accessories, spare parts and tools etc.
EMPLOYER means the Representative appointed by the EMPLOYER

REPRESENTATIVE to supervise and inspect the SERVICES throughout the period of
the Agreement and whose name shall be notified in writing to the
CONTRACTOR.
COMPLETION means certificate issued by EMPLOYER three months after

CERTIFICATE the end of term of AGREEMENT provided that CONTRACTOR
has met its liabilities and obligations under the AGREEMENT to
the full satisfaction of the EMPLOYER.
SUB- means any person or persons, firm, partnership, corporation

CONTRACTOR(S) or combination thereof employed by CONTRACTOR for the
performance of the SERVICES, other than the employees of the
CONTRACTOR.
APPENDIX Means the Appendix comprised in these Conditions which

TO specifies, complements and amend the provision of the
CONDITIONS General Conditions and forming part of it.
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DAY, WEEK, Means Gregorian Calendar Day, Week, Month or Year.
MONTH OR
YEAR
2. SCOPE OF SERVICE
The SERVICES to be performed under this AGREEMENT shall be as specified in the

Scope of Service as per Annexure 'A', which Scope shall be increased or decreased at
EMPLOYER's option, and in such case the CONTRACT PRICE and the Schedule shall be
adjusted in accordance with the provisions of this AGREEMENT. CONTRACTOR shall
perform the SERVICES in accordance with the provisions of this AGREEMENT
including all Annexures.
3. DURATION
3.1 COMING INTO FORCE
The date of coming into force of this AGREEMENT shall be the Effective Date first
above written in the AGREEMENT and it shall remain in force until the issuance by
EMPLOYER of the Completion Certificate. The SERVICES shall be completed as per
the time schedule stipulated in Annexure 'J'.
3.2 LIQUIDATED DAMAGES FOR LATE COMPLETION
a) If CONTRACTOR shall fail to commence or proceed with the SERVICES in

strict conformity with the time prescribed in Annexure 'J' then unless such failure is
due to Force Majeure and/or due to EMPLOYER's default, CONTRACTOR shall
pay to EMPLOYER as liquidated damages and not as a penalty for his failure to
meet the completion of SERVICES as defined in the Appendix to Conditions.
b) EMPLOYER shall have the right without prejudice to any other method of
recovery to deduct the amount of such damages from any monies due or which
may become due to CONTRACTOR.
c) The payment or deduction of such damages shall not relieve CONTRACTOR from
his obligations to complete the SERVICES or from any of his other obligations and
liabilities under this AGREEMENT.
4. CO-ORDINATION PROCEDURE
The Co-ordination Procedure defining the practical interface between EMPLOYER and
CONTRACTOR is set out in Annexure 'E'. For the purpose of the PROJECT,
CONTRACTOR shall at all times observe the provisions of the said Co-ordination
Procedure.
5. FACILITIES PROVIDED BY EMPLOYER
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5.1 Services and data to be supplied by EMPLOYER shall be as described in ANNEXURE
'D'.
5.2 EMPLOYER shall also supply CONTRACTOR with any other pertinent data and
information as EMPLOYER shall deem required for the performance of the SERVICES
by CONTRACTOR. CONTRACTOR shall take all reasonable steps consistent with his
responsibilities hereunder to check the completeness, accuracy and correctness of such
data and information.
5.3 Upon coming into force of this AGREEMENT, EMPLOYER shall designate in writing its
Representative who shall be authorised to act on EMPLOYER's behalf with respect to the
AGREEMENT.
6. CONTRACTOR’s GENERAL OBLIGATIONS
6.1 GENERAL
a) CONTRACTOR shall obtain all licences necessary to enable him to do business in

the country or countries and any political subdivisions thereof wherein any part of
the SERVICES shall be performed, and shall give all required notices and shall
furnish any bonds, securities or deposits required by official authorities to permit
performance of the SERVICES.
b) CONTRACTOR shall promptly review the information and/or data provided by

EMPLOYER including the information contained or referred to in the Annexures
and bring to the attention of EMPLOYER all things which in CONTRACTOR's
opinion appear to be deficiencies, omissions, contradictions or ambiguities in such
information and/or data, then if EMPLOYER insists on compliance with its
drawings and information, CONTRACTOR shall strictly adhere to them and
perform the SERVICES accordingly.
c) Should any Services be required which are not specifically denoted in the Scope of
Service, either directly or indirectly, but which EMPLOYER considers to be
necessary for the proper carrying out of the intent of the AGREEMENT,
CONTRACTOR shall furnish all such Services. Such Services shall be furnished
at CONTRACTOR's own expense unless the same can be demonstrated by him to
constitute a variation as defined in Article 12 hereafter.
d) CONTRACTOR shall, in procuring his needs of goods and services, give

preference to local contractors and suppliers and to such goods and services as are
available in the local market in a suitable type and quality.
v) CONTRACTOR shall further, in executing his obligations hereunder, give

preference to the use of local ports and local means of transportation available in
the Emirate of Abu Dhabi.
vi) CONTRACTOR shall give preference to the employment of UAE nationals.
Vol 1 of 2 36/111

6.2 PERSONNEL
CONTRACTOR shall provide and employ on the SITE in connection with the execution
and maintenance of the SERVICES as provided in this AGREEMENT:
a) Such technical assistants as are skilled and experienced in their respective callings
and such sub-agents, foremen and leading hands as are competent to give proper
supervision to the Service they are required to supervise.
b) Such skilled, semi-skilled and unskilled labour as shall be necessary for the proper
and timely execution and maintenance of the SERVICES.
If EMPLOYER ascertains that an employee of CONTRACTOR or sub-contractor misbehaves or

is inefficient or unsuitable in regard to his qualifications or experience, or neglects his obligations
or becomes undesirable for any other reason, CONTRACTOR shall immediately evict such
person from SITE if required by EMPLOYER, and he shall be replaced by an acceptable and
qualified person. If the repatriation of such a person becomes necessary, then CONTRACTOR
shall incur all expenses resulting therefrom regardless of the reasons therefore. This action shall
not exempt CONTRACTOR from any of his obligations under the AGREEMENT, nor shall it
entitle him to claim any compensation.
6.3 MOBILISATION OF PERSONNEL
Except as otherwise stated, CONTRACTOR shall arrange for mobilisation/ demobilisation

of his personnel including visas, licences, Service and residence permits, security passes
and applicable licences for immigration and emigration of personnel as appropriate.
6.4 TRANSPORT FACILITIES FOR SITE PERSONNEL/TOOLS/EQUIPMENT
CONTRACTOR shall be responsible for providing adequate transport to and from and
within the SITE for his own or his SUB-CONTRACTOR’s personnel/tools/ equipment.
6.5 TEMPORARY OFFICES, SANITARY AND ACCOMMODATION
a) CONTRACTOR shall provide offices and other temporary accommodation for his
SITE personnel including sanitary accommodation and, where necessary, canteen
facilities.
CONTRACTOR shall arrange for accommodation of his own and his SUB-
CONTRACTOR’s personnel delegated to the SITE. If CONTRACTOR wishes to
provide temporary housing and/or camp accommodation for his personnel, he shall
submit for prior approval by EMPLOYER, plans of all accommodation he proposes
to erect before any construction commences. CONTRACTOR shall be responsible
for all costs associated with any temporary housing and/or camp accommodation
provided by him.
b) The sanitary accommodation shall be kept in a clean and orderly condition to the
approval of the Public Health Authorities and shall be removed on completion of
SERVICES and all trenches shall be chemically treated and completely back filled.
Vol 1 of 2 37/111
6.6 INSPECTION OF THE SITE
CONTRACTOR shall be deemed to have inspected and examined the SITE, its
surroundings and information available in connection therewith and to have satisfied
himself so far as shall be practicable as to the form and nature thereof, the extent and
nature of Service and materials necessary for the completion of the SERVICES, the means
of access required, and in general shall be deemed to have obtained all information
necessary for carrying out the SERVICES.
6.7 CONVENIENCE OF THE PUBLIC
All operations necessary for the execution of the SERVICES shall, so far as compliance
with the requirements of the AGREEMENT permits, be carried out so as not to interfere
unnecessarily or improperly with the convenience of the public or the access to, use and
occupation of public or private roads and footpaths to, or of, properties, whether in the
possession of EMPLOYER or of any other person.
6.8 OTHER CONTRACTORS
CONTRACTOR shall, in accordance with the requirements of EMPLOYER, afford all

reasonable opportunities for carrying out their Service to any other contractors employed
by EMPLOYER and their Workmen and to the Workmen of EMPLOYER and of any
other duly constituted authorities who shall be employed in the execution on or near the
SITE of any Service not included in the AGREEMENT or of any contract which
EMPLOYER shall enter into in connection with or ancillary to the SERVICES.
6.9 AUTHORISED REPRESENTATIVE
Before starting the SERVICES, CONTRACTOR shall designate a competent authorised

representative acceptable to EMPLOYER to represent and act for CONTRACTOR and
shall inform EMPLOYER in writing of the name and address of such representative and
the scope of his authority. All notices, determinations, directions, instructions and other
communications given to the authorised representative by EMPLOYER shall be deemed to
be given to CONTRACTOR.
6.10 FULL RESPONSIBILITY AND CARE
CONTRACTOR shall take full responsibility for the care of the SERVICES from the
commencement thereof until the date of issue of the COMPLETION CERTIFICATE. In
case any damage, loss or injury should occur which affects the SERVICES or any part
thereof, from any cause whatsoever, CONTRACTOR shall, at his own cost, repair and
make good the same, so that at the issue of the COMPLETION CERTIFICATE the
SERVICES shall have been performed in conformity in every respect with the
requirements of the AGREEMENT.
6.11 SAFETY AND SECURITY
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a) CONTRACTOR shall in executing the SERVICES comply with the relevant
requirements of the safety regulations of EMPLOYER together with all applicable
laws and regulations of Abu Dhabi and the UAE.
b) The responsibility for all safety measures required for the SERVICES rests solely
with CONTRACTOR.
6.12 PROTECTION OF SERVICES
a) Any cable, pipeline or other service exposed by CONTRACTOR shall be protected

and supported by CONTRACTOR to prevent damage to the same. Support shall
be maintained throughout the whole period of the exposure of services and it shall
be CONTRACTOR's responsibility to ensure that, on and after back filling or
building in, the said services are adequately supported with concrete blocks or
other satisfactory means so that no damage shall be caused to them on or after such
back filling or building in. Any foundations of existing buildings or roads in or
alongside the excavations shall be supported by suitable braces, props or other
means throughout CONTRACTOR's operations and, before back filling, shall be
so permanently braced that they shall not be affected by the settlement of backfill.
b) CONTRACTOR shall take all necessary precautions to avoid causing damage to

services, including service lines such as cables, pipelines, etc., buried or otherwise,
and shall be liable, subject to the provisions of this AGREEMENT, to the owners
of such services for any damage thereto arising out of or in relation with the
performance of the SERVICES by CONTRACTOR, his personnel or agents or of
his SUB-CONTRACTORS.
6.13 WATER AND AIR POLLUTION AND NOISE
a) CONTRACTOR shall, at his expense, provide suitable facilities to prevent the

introduction into any sub-surface water bearing strata or reservoirs or other body of
water, including the sea, substances or materials which shall pollute the water or be
deleterious to life or environment.
b) CONTRACTOR shall perform his SERVICES so as not to discharge into the

atmosphere, from any source whatsoever, smoke dust or other air contaminants in
violation of the applicable laws.
c) CONTRACTOR shall perform the SERVICES without unreasonable noise and

disturbance, so as not to interfere unnecessarily or improperly with the use or
occupation of adjacent properties, whether in the possession of EMPLOYER or of
any other party.
6.14 MEDICAL SERVICES
i) Unless otherwise stated herein, CONTRACTOR shall be responsible for the

provision of medical services, including, without limitation, first aid and
hospitalisation, for all his personnel employed in the performance of the
Vol 1 of 2 39/111

SERVICES within the SITE. Such services shall conform to the applicable laws
and regulations of Abu Dhabi and the UAE.
ii) EMPLOYER may have medical services at the SITE and may at its option make
available such services for the treatment of employees of CONTRACTOR who
shall be injured or become ill while engaged in the performance of the SERVICES.
If such services are made available to CONTRACTOR's employees, then, in
consideration for the use thereof, CONTRACTOR hereby agrees that:
i) he shall pay to EMPLOYER the costs of such services.

ii) he shall release, defend, indemnify and save harmless EMPLOYER, its
authorised representatives, successors-in-interest or assignees, and all of its
officers and employees from and against any and all claims, demands or
liabilities arising from the receipt of such services by CONTRACTOR's
employees.
iii) Upon the occurrence of any infectious disease at SITE, CONTRACTOR shall
immediately inform the competent health authority of the name and address of the
patient and shall report the absence or repatriation of the patient due to the
infectious disease.
iv) CONTRACTOR shall inform EMPLOYER of any accident occurring at SITE or in

its vicinity, particularly in the case of death or injuries to persons or damage to
property. Such notice shall contain all details and statements of witnesses. Further,
CONTRACTOR shall advise the state authorities concerned of such accidents.
6.15 RECORDS AND REPORTS
CONTRACTOR shall maintain a log book at the SITE for daily recording of the Service
done and of all events of importance. CONTRACTOR shall submit to EMPLOYER daily,
weekly and monthly reports.
6.16 CLEARANCE OF SITE ON COMPLETION
a) Upon completion of SERVICES, CONTRACTOR shall, at his expense, provide

operational SERVICES, including satisfactory disposal of all temporary
SERVICES, construction plant, rubbish, unused materials and other equipment and
materials belonging to him or used in the performance of the SERVICES,
including return to EMPLOYER of any salvageable supplies furnished by
EMPLOYER but not used, and CONTRACTOR shall leave the SITE in a neat,
clean and safe condition. In the event of CONTRACTOR's failure to comply with
the foregoing, after written notice from EMPLOYER, the same shall be
accomplished by EMPLOYER at CONTRACTOR's expense.
b) CONTRACTOR shall forthwith and with dispatch raise and remove any object
which shall be sunk accidentally in the course of the construction and completion
Vol 1 of 2 40/111

of SERVICES or otherwise deal with the same as EMPLOYER shall direct. In the
event of CONTRACTOR not carrying out the obligations imposed upon him by
this Sub-article, EMPLOYER shall buoy and light such sunken object and remove
the same (without prejudice to the right of EMPLOYER to hold CONTRACTOR
liable) and CONTRACTOR shall refund all costs incurred therewith. The fact that
the sunken object shall be insured or has been declared total loss shall not release
CONTRACTOR from his obligations under the present Sub-Article to raise or
remove the same.
7. FINANCIAL ENTITLEMENTS
7.1 CONTRACT PRICE
In consideration of performing the SERVICES in full conformity with the AGREEMENT,

EMPLOYER shall pay to CONTRACTOR the CONTRACT PRICE as specified in
Section V in the manner set forth in sub-articles 7.2 and 7.3 below as full and final
remuneration.
7.2 INVOICING
a) On a date to be mutually agreed upon by both PARTIES and according to

schedules, CONTRACTOR shall submit to EMPLOYER detailed invoices in
respect of the SERVICES performed for each month. The invoices shall be
submitted in one (1) original, clearly stamped 'ORIGINAL' and three (3) copies.
The invoices shall;
– bear reference to this AGREEMENT
– be supported by all necessary documentation to enable EMPLOYER to

review and accept them.
– Clearly state the reason for which payments are required.
7.3 PAYMENT
a) The amount of progress payment shall be made monthly on the basis of the actual
attendances sheet of the staff approved by AADC, etc.
b) Any invoices submitted against progress payment shall be the actual monthly progress works less
Materials Cost. The progress work includes mobilization, civil works, Supply of material, etc.
(Not applicable).
c) Payment, subject to the retention provisions under this AGREEMENT, shall be payable to
CONTRACTOR in monthly instalments on the basis of progress of WORKS. EMPLOYER shall
have the sole authority to judge the progress of WORKS.
d) Upon receipt of each invoice, EMPLOYER shall review it and if deemed to be in accordance with
the AGREEMENT, EMPLOYER shall approve said invoice and payment shall be made to
CONTRACTOR within the time stipulated in the Appendix to Conditions, taking into
consideration any advances issued by EMPLOYER.
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e) Should the invoice (the 'original invoice') be objected to wholly or in part by EMPLOYER,
EMPLOYER shall within fifteen (15) days from receipt thereof return the invoice to
CONTRACTOR for revision, specifying the item or items to which EMPLOYER objects and the
reasons for such objection. CONTRACTOR shall promptly make out and return to EMPLOYER
two invoices, one invoice (the 'unobjected invoice') being in respect of the unobjected part of the
original invoice and the other (the 'revised invoice') being in respect of the objected part of the
original invoice. The time for payment in respect of the unobjected invoice shall run from the
date of approval by EMPLOYER of the 'original invoice' and the time for the 'revised invoice'
shall run from the date of approval by EMPLOYER of the 'revised invoice'. If the 'revised invoice'
shall be objected to wholly or in part, then the above procedure shall be repeated for the last time
after which EMPLOYER shall pay the undisputed part of the last 'revised invoice'.
f) Any payment made by EMPLOYER shall not be construed as a waiver of right of EMPLOYER to
object to any invoice so paid. EMPLOYER shall have the right to refuse any invoice not
delivered by CONTRACTOR within six (6) months from the realisation of relevant WORKS or
engagement of relevant reimbursable costs, unless such invoice shall be a 'revised invoice', in
which case EMPLOYER shall have the right to refuse receipt thereof if it shall be submitted more
than six (6) months after the original invoice or prior revised invoice shall be objected to.
The payment procedure referred to in this Sub-Article shall apply mutatis mutandis to the payment of such
amounts as they become due to CONTRACTOR as a result of variations or of other terms of this
AGREEMENT.
Without waiver or limitation of any of its rights under the AGREEMENT or at law, EMPLOYER shall be
entitled to deduct from any monies due to CONTRACTOR under the AGREEMENT any and all amounts
of any debt due from CONTRACTOR to EMPLOYER.
g) Retention (NOT APPLICABLE)
 All payments to CONTRACTOR SHALL be subject to withholding of a retention amounting to

the percentage stipulated in the Appendix to Conditions.
 Upon Provisional Acceptance of the WORKS, as provided for under Article 16, hereof, percent
(%) of the retained amounts shall be released to CONTRACTOR as provided in item No. 11 of
SPECIAL CONDITIONS. The remaining percent (%) shall be withheld by EMPLOYER until
such date when CONTRACTOR has fully met his warranty and other obligations as contained in
Articles 8 and 16 and provided that EMPLOYER shall have furnished CONTRACTOR with a
FINAL ACCEPTANCE CERTIFICATE.
h) No payment shall be made by EMPLOYER until receipt of the Performance

Bank Guarantee required under Article 9 and Insurance Policies as per
Article 10.
i) All invoices shall be presented and shall be payable in UAE Dirhams, unless
otherwise agreed upon in writing by EMPLOYER.
j) EMPLOYER shall make payment to CONTRACTOR by direct transfer to the Bank

nominated by CONTRACTOR. CONTRACTOR shall give his Bank’s name and account
number on or with each Invoice.
8. WARRANTIES (Not Applicable)
8.1 GENERAL WARRANTY
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a) For a period stated in the Appendix to Conditions after the completion of the
SERVICES and after written notice from EMPLOYER, CONTRACTOR shall
repair or replace, at his own cost and expense, such materials, equipment or
Servicemanship supplied or performed by him or his SUB-CONTRACTORS
which are not or shall not be in accordance with the specifications or otherwise
defective. If CONTRACTOR fails to replace or repair such defective materials,
equipment or Servicemanship noted above expeditiously, EMPLOYER shall be
entitled to arrange such replacements or repairs and to recover the cost from
CONTRACTOR.
b) All materials, equipment or Servicemanship repaired or replaced pursuant to this

warranty shall in each case be likewise guaranteed by CONTRACTOR for the
period stated in the Appendix to Conditions from the date of its being put into
satisfactory operation.
c) Should CONTRACTOR fail to carry out any up-keep or maintenance Service

deemed necessary by EMPLOYER, EMPLOYER shall have the right, after giving
notice in writing to CONTRACTOR and if CONTRACTOR does not commence
the said Service within ten (10) days thereafter, to carry out or cause to be carried
out such up-keep or maintenance Service in such a manner as EMPLOYER deems
appropriate; the costs, charges, expenses and overheads in relation thereto, as
certified by EMPLOYER, shall be paid by CONTRACTOR.
8.2 SUPPLY WARRANTY
CONTRACTOR guarantees good title to all materials and equipment supplied by him and
the fitness of such materials and equipment for the use intended. CONTRACTOR
guarantees that all materials, equipment, tools and supplies designed, specified and
arranged for by him and used or installed in the SERVICES shall conform to the
specifications contained in the AGREEMENT and that such materials, equipment, tools
and supplies used or installed in the SERVICES shall be procured only from good,
reputable and responsible suppliers and from sources readily available to Abu Dhabi and
that if any of such items shall be found defective, CONTRACTOR shall rectify or replace
such defective item at his own cost.
CONTRACTOR shall obtain from his vendors and suppliers for the benefit of
EMPLOYER all possible warranties with respect to materials, equipment, tools and
supplies delivered or installed by him, which warranties shall be assigned to EMPLOYER
or to such entity as shall be designated by EMPLOYER, if EMPLOYER so directs.
Such warranties shall remain in force until the period specified in the Appendix to
Conditions after the completion of the SERVICES or where such materials, equipment,
tools and supplies are supplied or installed to rectify or replace any defect subsequently
discovered, until the period specified in the Appendix to Conditions after such rectification
or replacement Service shall be provisionally accepted by EMPLOYER.
CONTRACTOR's failure to obtain such warranties from his vendors and suppliers shall
not relieve CONTRACTOR of his obligations with respect to materials, equipment, tools
and supplies procured from such vendors and suppliers.
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When failure to perform in accordance with specifications results from defects in GOODS
furnished by CONTRACTOR's vendors, CONTRACTOR shall take all actions available
to him to enforce such warranties obtained from his vendors. CONTRACTOR shall keep
EMPLOYER informed of all actions which he shall take and CONTRACTOR shall have
the right to obtain from EMPLOYER an assignment to him of all rights of enforcement of
such warranties.
9. PERFORMANCE BANK GUARANTEE
Within fifteen (15) days from the coming into force of this AGREEMENT,
CONTRACTOR shall provide EMPLOYER with an unconditional and irrevocable Bank
Guarantee issued in accordance with the wording of Annexure 'G' by a bank in Abu Dhabi
acceptable to EMPLOYER and payable to EMPLOYER on first demand and valid up to
the issue of the COMPLETION CERTIFICATE.
The Bank Guarantee shall be in an amount equivalent to the percentage stated in the
Appendix to Conditions. This amount shall be increased proportionally should the said
initially estimated CONTRACT PRICE be increased.
The Bank Guarantee, the cost of which shall be borne by CONTRACTOR, shall be to
secure CONTRACTOR's obligations under this AGREEMENT, notwithstanding any
variations, alterations or extensions of time that shall be given or agreed upon.
10. INDEMNITIES AND INSURANCES
10.1 CONTRACTOR shall keep EMPLOYER, its servants or agents indemnified against
claims, actions or proceedings brought or instituted against EMPLOYER, its servants or
agents by any of his employees or any other third party in connection with, relating to, or
arising out of the performance of the SERVICES under this AGREEMENT.
10.2 CONTRACTOR shall indemnify EMPLOYER against any liability for any accident, death
or injury to EMPLOYER's servants or agents or against any loss of or damage to any
property belonging to EMPLOYER, its servants or agents which shall arise out of the
performance of the SERVICES under this AGREEMENT and against all costs, claims,
demands and damages involved therewith.
10.3 Without limitation to CONTRACTOR's obligations and responsibilities during the whole
period of the AGREEMENT, from commencement until the issue of the COMPLETION
CERTIFICATE, CONTRACTOR shall obtain and maintain at his own expenses in the
joint names of EMPLOYER, CONTRACTOR and SUB-CONTRACTORS a Workmen's
Compensation and Employer's Liability Insurance (with a limit of liability as stated in the
Appendix to Conditions); and shall cause the Insurers or Underwriters thereof to waive
rights of subrogation against EMPLOYER, its Parent, Employees, Servants, Agents,
Representatives, subsidiaries and all other Companies in AD Power’s group.
10.4 CONTRACTOR shall, prior to the commencement of any SITE activity submit all original
Insurance Policies to EMPLOYER for examination and approval, together with the
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evidence that the Policy Premium has been paid to the Insurers, and shall remain in force
throughout the duration of the AGREEMENT. Approval by EMPLOYER of any Insurer or
terms and conditions of insurance policy submitted by CONTRACTOR shall not relieve
the CONTRACTOR from any of his obligations and liabilities under or arising from this
agreement or generally at law.
10.5 All deductibles or liabilities in excess of the indemnities provided under the insurances
arranged by CONTRACTOR/SUB-CONTRACTOR and/or EMPLOYER shall be for the
account of and paid by CONTRACTOR and his SUB-CONTRACTORS.
10.6 INSURERS TO BE USED
Insurance arranged shall be effected with the National and/or International Insurance
Company(ies) officially operating under the applicable law of UAE”.
10.7 EMPLOYER shall not accept any responsibility whatsoever for any loss of or damage to
any property or personal effects belonging to CONTRACTOR's employees or to those of
SUB-CONTRACTORS.
10.8 CONTRACTOR hereby indemnifies EMPLOYER against all claims, demands, costs,
charges and expenses arising from and in respect of the risks and liabilities assumed by
CONTRACTOR or its SUB-CONTRACTORS states in the above Sub-articles whether or
not such claims, demands, costs, charges and expenses are covered under insurances
effected by CONTRACTOR or its SUB-CONTRACTOR(s).
10.9 CONTRACTOR and/or SUB-CONTRACTORS shall notify Insurers and

EMPLOYER within fifteen (15) days of any occurrence likely to give rise to a claim under
the insurance policies and shall handle all claims negotiations and submit relevant supporting
documents to the Insurers directly in co-ordination with EMPLOYER for final settlement to be
effected to EMPLOYER's account. Subsequently CONTRACTOR and/or SUB-CONTRACTORS
shall be reimbursed by EMPLOYER for the claim amount due, as the case shall be.
11. TAXES AND DUTIES
11.1 CONTRACTOR shall be liable for all taxes, imposts, duties, withholding taxes, charges or
other assessments of whatsoever nature, whether levied by the Government of Abu Dhabi
or the UAE, or any other Government elsewhere.
11.2 All payments relating to sponsorship which shall enable CONTRACTOR to Service in the
UAE, as well as all personal income tax or any corporate taxes or registration charges
levied by the Government of Abu Dhabi or the UAE at any future date, shall be borne by
CONTRACTOR.
11.3 CONTRACTOR shall be liable for any customs duties levied by the Government of Abu
Dhabi on materials, equipment, machinery and any other goods imported for the
performance of the SERVICES under this AGREEMENT,.
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11.4 All port dues, landing, pilotage, lighterage and other charges relating to the importation of
materials and equipment shall be borne by CONTRACTOR.
11.5 Value Added Tax (VAT).
Notwithstanding anything in this Agreement, both Parties shall, in the performance of their
obligations under the Agreement comply with all Applicable Laws. ‘VAT’ means the Value
Added Tax as imposed by the relevant GCC law of the relevant GCC jurisdiction, once enacted.
a) The parties agree that any amount referred to in this agreement is a reference to that amount
expressed on a VAT exclusive basis, unless indicated otherwise.
b) To the extent that VAT is payable by the supplier in respect of any supply made by that party
(Supplier) to another party (Recipient) under or in connection with this agreement, the
consideration to be provided under this agreement for that supply is increased by an amount
equal to the VAT exclusive consideration (or its VAT exclusive market value if applicable)
multiplied by the rate of VAT applicable to that supply.
c) Provided that the Supplier has issued a tax invoice to the Recipient in respect of the supply,
the Recipient must pay the additional amount payable under clause (b) to the Supplier at the
same time as the VAT exclusive consideration is otherwise required to be provided. If the
Supplier has not issued a valid tax invoice under the relevant VAT law prior to the time the
VAT exclusive consideration is payable, the Recipient must pay the additional amount under
clause (b) to the Supplier upon receipt of a valid tax invoice.
d) To the extent any of the consideration for a supply made under or in connection with this
agreement is non-monetary, the parties will treat the amount of non-monetary consideration as
exclusive of VAT. The VAT amount payable for the supply is to be paid upon receipt of a
valid tax invoice under the relevant VAT law or at such other time agreed between the parties.
e) Whenever an adjustment event occurs in relation to any taxable supply made under or in
connection with this agreement, the Supplier must determine the net VAT in relation to the
supply (taking into account any adjustment) and if the net VAT differs from the amount
previously paid under clause (b) or otherwise included in any consideration expressed to be
inclusive of VAT, the amount of the difference must be paid by, refunded to or credited to the
Recipient, as applicable and the Supplier shall issue an adjustment note to the Recipient.
f) If one of the parties to this agreement is entitled to be reimbursed or indemnified for a loss,
cost, expense or outgoing incurred in connection with this agreement (for example, a Cost),
then the amount of the reimbursement or indemnity payment must first be reduced by an
amount equal of any input tax credit to which the party being reimbursed or indemnified is
entitled in relation to that loss, cost, expense or outgoing and then, if the amount of the
payment is consideration or part consideration for a taxable supply, it must be increased on
account of VAT in accordance with clause (b).
12. VARIATIONS
12.1 If a variation to the SERVICES (hereinafter referred to as a “Variation”) shall be required,

during the currency of the CONTRACT and until issue of the COMPLETION
CERTIFICATE, EMPLOYER shall initiate such Variation by forwarding to
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CONTRACTOR a statement describing the omissions in Service or additional SERVICES
to be performed.
CONTRACTOR shall make an estimate of the consequences of such Variation as to:
12.1.i Time gained or reduced in respect of the time Schedule;
12.1.ii Expenses or savings anticipated;
12.1.iii Cost incurred by CONTRACTOR for performance of the additional Service.
12.2 If EMPLOYER decides the Variation shall be carried out, it shall give CONTRACTOR its
written acceptance thereof.
12.3 No such variation shall in any way vitiate or invalidate the AGREEMENT but the value, if
any, of all such variations shall be taken into account in ascertaining the amount of the
CONTRACT PRICE. The Schedule shall be adjusted to the extent necessary as a result of
such variations.
12.4 No variation shall be paid where it shall be within the Scope of Service or shall be due to
CONTRACTORS act or omission in complying with this AGREEMENT.
12.5 CONTRACTOR shall submit in writing full details of any claim or confirmation of any
other instruction or development affecting the SERVICES and for which he deems a
Variation is required within forty eight (48) hours of the start of any additional expense to
which CONTRACTOR shall consider himself entitled from EMPLOYER. After the lapse
of forty eight (48) hours no such claim shall be considered by EMPLOYER.
CONTRACTOR shall not postpone or delay the performance of the SERVICES for which
he intends to claim, on the grounds that it is subject to acceptance by EMPLOYER and/or
finalisation of payment amount and/or time extension to the Schedule.
13. SUSPENSION
13.1 EMPLOYER shall have the right to suspend partly or as a whole at any time the
performance of the SERVICES. In such event, and provided that such suspension shall
not be otherwise provided for in the AGREEMENT or necessary by reason of default on
CONTRACTOR's part, the extra reasonable cost incurred by CONTRACTOR under this
Article shall be borne and paid by EMPLOYER, provided that CONTRACTOR shall not
be entitled to recover any such extra cost unless he gives written notice of his intention to
claim to EMPLOYER within twenty- eight (28) days of EMPLOYER's order.
EMPLOYER shall settle and determine such extra payment and/or extension of time to be
made to CONTRACTOR in respect of such claim as shall by mutual agreement be fair and
reasonable.
13.2 Notwithstanding any dispute arising between CONTRACTOR and EMPLOYER during
the achievement of the SERVICES, CONTRACTOR shall bind himself not to suspend or
delay partly or as a whole for any reason the performance of the SERVICES.
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14. TERMINATION
14.1 EMPLOYER shall have the right to terminate this AGREEMENT by means of a registered
letter to be served by EMPLOYER to CONTRACTOR, at his address stated in
AGREEMENT, and without the need for any notice or resort to the courts, in, but not
limited to any of the following cases:
1. If CONTRACTOR delays the commencement of SERVICES or shows any delay

in the progress of SERVICES in a manner which, in the opinion of EMPLOYER,
would not enable CONTRACTOR to complete SERVICES within the period
prescribed.
2. If CONTRACTOR stops or suspends the SERVICES totally or any part thereof for
a period of fifteen (15) successive days without appropriate reasons acceptable to
EMPLOYER.
3. If he withdraws from or abandons the SERVICES.
4. If he violates any of the terms and conditions of AGREEMENT or fails to fulfil

any of his obligations under AGREEMENT and does not rectify the same within
fifteen (15) days from the date of being notified of the same by EMPLOYER.
5. If he tries to deceive or defraud in his dealings with EMPLOYER.
6. If he offers, or tries implicitly or explicitly, to bribe any public officer concerned

with these works or EMPLOYER or any of his assistants or if he offers, to such
persons, any donations, gifts, rewards to seduce such person or persons to do or to
abstain from doing any act prejudicial to the interests of EMPLOYER.
7. If CONTRACTOR becomes bankrupt or insolvent or commits any act that may

cause him to become bankrupt or insolvent.
8. In the event of liquidation of CONTRACTOR, as a firm.
9. If he refuses or omits to apply the instructions issued to him by EMPLOYER

without reasonable justification which should be duly submitted in writing, at the
time, to EMPLOYER within twenty eight (28) days after receiving a written notice
from EMPLOYER.
10. If he assigns the AGREEMENT or any part thereof without the consent of
EMPLOYER for the same.
11. If he violates any of the provisions of the Israel Boycott.
In any of the foregoing events, EMPLOYER shall be entitled to complete the SERVICES
or have them completed at the cost and expense of CONTRACTOR.
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14.2 EMPLOYER shall also have the right at its absolute discretion to terminate this
AGREEMENT for any other reason. In such event of termination, EMPLOYER shall pay
to CONTRACTOR for the work already performed up to termination plus reasonable costs
incurred on account of such termination.
14.3 On the termination of the SERVICES the following results will follow:
1. EMPLOYER shall make an inventory, within fifteen (15) days from the date of the
notice of termination of the SERVICES, of all the services completed together with all
constructional plants, instruments, equipment and materials supplied to the site by
CONTRACTOR. CONTRACTOR shall be informed, through a registered letter, of the
date of the inventory.
A minute of the inventory shall be made in the presence of both PARTIES or the
representatives of both parties. If CONTRACTOR or his engineer does not participate
or refuses to sign the minute of the inventory, the same shall be noted therein and
CONTRACTOR informed at the address mentioned in the AGREEMENT. If
CONTRACTOR does not inform EMPLOYER, in writing, of his comments thereon,
within seven (7) days of the receipt of such notice, such a failure shall be considered as
agreement of CONTRACTOR in respect of the correctness of the inventory and the
decision of EMPLOYER in regard to any objections or comments made by
CONTRACTOR in this connection shall be final.
2. Liquidated damages for delay shall be calculated in accordance with the

AGREEMENT and up to the date on which notice of termination of the SERVICES is
served on CONTRACTOR.
3. EMPLOYER shall directly execute the incomplete works or any part thereof, at the
expense of CONTRACTOR, or the remaining works may be re-tendered or awarded to
any other contractor. CONTRACTOR shall pay the price difference and will not be
eligible for any savings that may be realised. Further, CONTRACTOR is to meet the
administration costs arising from such procedures which are estimated at ten per cent
(10%) of the value of the works not completed by CONTRACTOR.
4. EMPLOYER has the right to evict CONTRACTOR from the SITE and seize all
temporary structures, buildings, constructional plants, equipment, materials, goods,
etc., which are at SITE, and use them for the completion of the SERVICES without
being responsible to CONTRACTOR or any other party for any damage or loss, for
whatever reason, that may be inflicted thereupon or pay rent for the same.
EMPLOYER may retain such structures, buildings, constructional plants, instruments,
materials and goods even after the completion of the SERVICES, in security of its
rights, and sell them without being answerable for any loss that may be incurred by
CONTRACTOR as a result of this. EMPLOYER also has the right to recover all
expenses and charges incurred in excess of the value of the CONTRACT from any
amounts due to CONTRACTOR from EMPLOYER or from any other government
authority, in addition to its right to claim any compensation for any damages that may
be incurred by EMPLOYER.
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5. EMPLOYER may withdraw and negotiate the Performance Bank Guarantee and
deposit the same in favour of EMPLOYER until the final settlement of the account of
CONTRACTOR.
6. EMPLOYER may act on behalf of CONTRACTOR in agreements concluded by

CONTRACTOR for the supply of any materials or execution of any works provided
for within the scope of the CONTRACT.
7. Any retention’s from or amounts due to CONTRACTOR may be withheld until the
final settlement of CONTRACTOR's accounts.
8. Settlement of CONTRACTOR's account shall be made and the dues to him, after the
deduction of all dues and amounts resulting from the termination of the SERVICES,
shall be paid to CONTRACTOR.
9. The above provisions shall not prejudice EMPLOYER's right to delete the name of
CONTRACTOR, from whom the works have been terminated, from CONTRACTORs
register kept at EMPLOYER or suspend dealing with him for a limited period
determined by EMPLOYER.
15. CLAIMS AND LIENS
15.1 EMPLOYER shall have a first and paramount lien on all materials and equipment forming
part of the SERVICES. CONTRACTOR undertakes not to create or do any act, deed or
thing which shall result in the creation of any other lien or charge on any materials or
equipment forming or intended to form part of the SERVICES.
15.2 CONTRACTOR shall protect, indemnify and save EMPLOYER harmless from and
against any and all liability for the payment of the amount of any lien or claim against the
property of EMPLOYER and/or the materials or equipment and/or the SERVICES or any
part thereof created by CONTRACTOR or by any SUB-CONTRACTOR or for materials,
labour or services in connection with the SERVICES for the payment of which
CONTRACTOR shall be responsible under the terms of this AGREEMENT. Excluded
therefrom are such liens and claims as are caused by any action or deed on EMPLOYER's
part, which are solely to EMPLOYER's account.
15.3 If at any time EMPLOYER shall receive notice or information of the recording of any such
lien, or any evidence of any such lien or claim which, if valid, shall constitute a legal
charge on the property of EMPLOYER and/or the materials or equipment and/or the
SERVICES or any part thereof or on any of CONTRACTOR's equipment not forming part
of the materials or equipment or the SERVICES, it shall forthwith communicate the
receipt of such notice, information or evidence to CONTRACTOR.
15.4 If CONTRACTOR shall fail to pay or otherwise discharge such lien, or satisfy such claim,
within a period of thirty (30) days after written notice from EMPLOYER pursuant to Sub-
Article 15.3 above, EMPLOYER shall have the right to deduct and retain from monies due
or to become due to CONTRACTOR, until such lien or claim shall be paid, discharged or
released, a sum necessary to discharge such lien or claim.
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16. ACCEPTANCE, DEFICIENT SERVICE & REJECTION
16.1 ACCEPTANCE
Three (3) months after completion of the SERVICES and provided CONTRACTOR has
entirely fulfilled his obligations under this AGREEMENT, including any Service ordered
pursuant to Sub-Article 16.2, CONTRACTOR shall be entitled to request completion and
an examination of the SERVICES and the operating conditions of the facilities shall be
immediately arranged. The COMPLETION CERTIFICATE shall then be issued by
EMPLOYER, provided such examination was satisfactory to EMPLOYER and subject to
the signing of the Release Letter by CONTRACTOR as per the format given in Annexure
'H'.
16.2 DEFICIENT SERVICES AND REJECTION
a) If at any time before issue of the COMPLETION CERTIFICATE there becomes

apparent any failure of the SERVICES or part thereof to conform to the warranties
or any other defect or deficiency in the SERVICES for which CONTRACTOR
shall be responsible, CONTRACTOR shall upon receipt of written notice from
EMPLOYER and at his own expense promptly remedy the same by, at
EMPLOYER's option, repair or replacement.
b) If CONTRACTOR shall fail to promptly effect the required remedy then

EMPLOYER shall be entitled to reject the part of the SERVICES affected and to
replace the same at CONTRACTOR's expense.
c) If EMPLOYER does not exercise its rights under the immediately preceding
paragraph (b) within a reasonable time, CONTRACTOR shall not be relieved from
liability in respect of the relevant non-conformity or other defect or deficiency but
his full and complete responsibility shall be limited to the repayment of all monies
paid by EMPLOYER to him in respect of the part of the SERVICES affected
thereby.
d) CONTRACTOR shall, if required by EMPLOYER, search for the cause of any

malfunction, defect or deficiency in the SERVICES and, if the same shall be found
to be within the scope of CONTRACTOR's remedial responsibility as aforesaid,
the cost of the Service carried out by CONTRACTOR in searching shall be borne
by CONTRACTOR.
e) CONTRACTOR's failure to perform any of his obligations under this Sub-Article

shall (without prejudice to any other rights which EMPLOYER shall have in the
matter) result in EMPLOYER making demand under the Bank Guarantee and/or
any monies in its possession.
17. CONFIDENTIALITY
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17.1 CONTRACTOR shall not, without the prior written consent of EMPLOYER, disclose, or
make available to any person, other than EMPLOYER, or use, directly or indirectly,
except for the performance and implementation of this AGREEMENT, any information
acquired from EMPLOYER, its subsidiaries or affiliates in connection with the
performance of this AGREEMENT.
17.2 CONTRACTOR shall take all steps which shall be necessary or appropriate in order that
his employees, agents and representatives adhere to the provisions of this Article.
17.3 The obligations contained in this Article shall continue, notwithstanding the issue of the
COMPLETION CERTIFICATE or the termination of the AGREEMENT.
17.4 Appropriate clauses to carry out the purpose and intent hereof shall be included in all Sub-
Contracts.
18. ASSIGNMENT
18.1 CONTRACTOR shall not assign this AGREEMENT or any part thereof without the prior
written consent of EMPLOYER. Notwithstanding any assignment to which EMPLOYER
shall give consent, CONTRACTOR shall remain responsible to EMPLOYER for the
proper performance by the assignee of the SERVICES.
18.2 EMPLOYER shall have the right to assign or transfer the AGREEMENT or any part
thereof or any share or interest therein without the consent of CONTRACTOR. In this
event, EMPLOYER shall inform CONTRACTOR in due time.
19. SUB-CONTRACTING
19.1 CONTRACTOR shall not sub-contract any part of the SERVICES under this
AGREEMENT without the prior written consent of EMPLOYER. Such consent shall not
relieve CONTRACTOR of any of his obligations hereunder or create any contractual
relations between EMPLOYER and his Sub-Contractors.
19.2 CONTRACTOR shall be fully responsible for any part of the SERVICES performed by
his SUB-CONTRACTORS and for their acts and omissions and those persons either
directly or indirectly employed by them to the same extent as he shall be for the acts and
omissions of persons directly employed by him.
20. FORCE MAJEURE
20.1 If either PARTY shall be temporarily rendered unable, wholly or in part, by Force Majeure
to comply with its obligations under this AGREEMENT and if well founded notice of
such Force Majeure shall be given to other PARTY in writing within five (5) days after the
occurrence of the cause relied on, then such obligations of the PARTY affected shall be
suspended so long as this inability shall continue by reason of such Force Majeure. The
PARTY claiming Force Majeure shall also give written notice to the other PARTY of the
settlement thereof within five (5) days after such settlement.
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20.2 Neither PARTY shall be liable for delays caused by Force Majeure provided notice thereof
shall be given as required above.
20.3 The term “Force Majeure” as employed herein shall mean strikes (excluding strikes
occurring among the employees of CONTRACTOR or his SUBCONTRACTORS) or
other industrial disturbances of general nature, acts of the public enemy, wars, blockades,
insurrections, riots, epidemics, landslides, earthquakes, lightning, civil disturbances,
explosions and any other cause similar to the kind herein enumerated or equivalent forces,
not within the control of either PARTY and which by exercise of due diligence neither
PARTY shall be able to overcome. In the event of any dispute, the PARTY claiming to be
affected by Force Majeure shall bear the burden of proving that it has been so affected.
21. ARBITRATION
Any dispute, claim or difference arising out of or related to this AGREEMENT or breach
thereof shall first be referred to the PARTIES for an amicable settlement and shall, in the
event such referral fails, be finally settled by arbitration in Abu Dhabi in accordance with
Abu Dhabi laws. The arbitration decision shall be final and binding on both PARTIES and
judgement upon the award of the arbitrators shall be entered in any court having
jurisdiction thereof. The arbitration award shall be in lieu of any other remedy.
22. APPLICABLE LAW
22.1 The laws of Abu Dhabi and the UAE shall apply to the construction, validity and
performance of the AGREEMENT by CONTRACTOR. Such laws include without
limitation any ordinance, rule, decree, regulation or order of any Governmental Authority
or Agency of Abu Dhabi or the UAE (State, National, Municipal, Local or other).
22.2 CONTRACTOR shall hold harmless, defend and indemnify EMPLOYER from and
against any liability or penalty which may be imposed by Abu Dhabi or the UAE
Governmental Authorities on EMPLOYER by reason of any alleged violation or violation
of the laws of Abu Dhabi or the UAE arising out of his acts or omissions or of those of his
employees while performing the SERVICES.
22.3 CONTRACTOR shall strictly follow the laws, rules, and regulations in respect of Al-
Dhafra and Tariff Committees.
23. AGREEMENT INTERPRETATION
In the event of conflict between these General Conditions of the AGREEMENT and any of
their Annexes, Sections IV through VI or any document incorporated by reference in the
AGREEMENT, these conditions of AGREEMENT shall prevail and in the event of
conflict between the Annexes and Sections IV through VI in one part and documents
incorporated in the other part, the document bearing the latest date shall prevail.
24. ENTIRE AGREEMENT
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This AGREEMENT embodies the entire agreement between CONTRACTOR and
EMPLOYER with respect to the SERVICES. The PARTIES shall not be bound by or be
liable for any statement, representation, promise, inducement or understanding of any kind
or nature not set forth herein. No changes, amendments or modifications of the terms or
conditions of this AGREEMENT shall be valid unless executed in writing and signed by
both PARTIES.
25. INDEPENDENT CONTRACTOR
CONTRACTOR shall act as an independent contractor in performing the SERVICES,

maintaining complete control over his employees and all of his SUB-CONTRACTORS
and shall in no case represent EMPLOYER or act in its name without its prior written
approval.
26. WAIVER
None of the terms or conditions of the AGREEMENT shall be considered waived by

EMPLOYER or CONTRACTOR unless such waiver shall be given in writing to the other
PARTY. No such waiver shall be a waiver of any past or future default, breach or
modifications of any of the terms or conditions of the AGREEMENT unless expressly
stipulated in such waiver.
27. BOYCOTT OF ISRAEL
“ The consultants, contractors, subcontractors and assignees shall strictly apply all laws,
regulations, instruction in force from time to time by the Government of Abu Dhabi or and the
UAE specifically declare the following:
i) All goods supplied including all elements that enter into the end product shall be of
the origin shown in the certificate of origin.
ii) All goods shipped shall be from the Ports and Countries shown in the respective
Bill of Lading with no stop at any port prohibited by UAE laws.”
28. FOSSILS AND ANTIQUITIES
28.1 All fossils, coins, monuments, articles of value or antiquity and structures or things of
geological or archaeological value discovered on SITE shall, as between the two
PARTIES, be deemed to be the absolute property of EMPLOYER.
28.2 CONTRACTOR shall take all reasonable precautions to prevent his workmen or any other
persons from removing or damaging any such articles or things and shall immediately on
the discovery of such things and before their removal, EMPLOYER of 43such discovery
and then carry out EMPLOYER’s instructions for dealing with the disposal of the same at
the expense. If by reason of such instructions, CONTRACTOR suffers delay and/or incurs
costs then the disposal of the same shall be at the expense of EMPLOYER.
29. COPYRIGHT
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All documents pertaining to this AGREEMENT shall be the exclusive property of
EMPLOYER and it shall be entitled to use such documents in any works outside the scope
of this AGREEMENT and CONTRACTOR shall have no right to use such documents
beyond the scope of this AGREEMENT.
30. CONTRACTOR
a) In the event of the death of CONTRACTOR, EMPLOYER may terminate the

AGREEMENT and refund the performance bank guarantee to the heirs if there are no
obligations towards EMPLOYER. EMPLOYER may allow the heirs to continue with
carrying out the duties under the Contract provided that they appoint their representative
who is to be approved by EMPLOYER.
b) If the AGREEMENT is one that has been concluded with more than one contractor and in
the event of the death of one of them, EMPLOYER may terminate the CONTRACT and
refund the performance guarantee after deducting all dues, or request the remaining
contractors to continue with the performance of the CONTRACT.
c) In both the above cases the termination of the AGREEMENT shall be made by a
registered letter with acknowledgement due, provided that it has been settled and resorted
according to the courts of Islamic and Shari’at law of Abu Dhabi.
31. NOTICES AND ADDRESSES
Any notice for the purpose of this AGREEMENT shall be served by either PARTY on the
other by sending the same by registered mail post, telex or facsimile, addressed to their
respective addresses as hereinafter set out. Any and every such notice shall be effective
upon first receipt and shall be addressed to the addresses stated in the Appendix to
Conditions, or to such other parties or addresses as either of the PARTIES shall substitute
by notice given as herein required.
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2. SPECIAL CONDITIONS
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2. SPECIAL CONDITIONS
1. INTERPRETATION OF SPECIAL CONDITIONS
The following Special Conditions are specifying contractual requirements linked to the
special circumstances of the overall project, and the contract SERVICES. They form part
of the GENERAL Conditions of AGREEMENT, and in the event of any conflict between
the General Conditions and the Special Conditions, the provisions of the General
conditions complement and take precedence over those of the Special Conditions.
2. MATERIAL ACCEPTANCE
CONTRACTOR shall not procure any material for use in SERVICES unless prior
approval shall be taken by him from the EMPLOYER. CONTRACTOR shall present
specifications of materials to be used in SERVICES for EMPLOYER's approval before
placing the order.
3. INSPECTION BY EMPLOYER
EMPLOYER's representative shall inspect CONTRACTOR's work at each stage, and shall
either accept or reject the same. The rejected work shall be rectified by CONTRACTOR,
entirely at his own cost and to the entire satisfaction of EMPLOYER.
4. FOOD AND ACCOMMODATION
CONTRACTOR shall be responsible for food and accommodation of the SITE personnel
assigned for the SERVICES under this AGREEMENT.
5. TEMPORARY WORKS
CONTRACTOR shall carry out all temporary works necessary for the completion of
SERVICES and shall remove them and clear the area as soon as the SERVICES are
complete.
6. SUPERINTENDENCE
CONTRACTOR shall give or provide all necessary superintendence as necessary for the
proper fulfilling of CONTRACTOR's obligations under this AGREEMENT.
7. SCAFFOLDING
If scaffolding shall be required for safe performance of the SERVICES, CONTRACTOR

shall erect the same using his own standard steel scaffolding materials. The use of wooden
scaffolding shall not be permitted. CONTRACTOR shall ensure that the scaffolding shall
be erected in such a manner so as not to interfere with other activities in the area.
8. CLEANING UP
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CONTRACTOR shall maintain a high standard of housekeeping around the working area
and shall provide any covers, screens etc. necessary to protect adjoining areas not affected
by the SERVICES.
CONTRACTOR shall, at all time, keep the working area including adjoining premises, in
a neat, clean and safe condition. Upon completion of any portion of the SERVICES,
CONTRACTOR shall promptly remove all his equipment, construction plant, temporary
works and surplus materials not to be used at or near the same location during later stages
of SERVICES.
9. WORKING HOURS
EMPLOYER normal working hours are 40 hours per week spread over five days.
CONTRACTOR shall carry out the SERVICES daily during the working hours agreed
upon and shall not perform any part of the WORKS nor allow any other person other than
the watchman to stay at the SITE beyond such time or during the night or on rest days
without a written authorisation from EMPLOYER. Such authorisation shall not cause
CONTRACTOR to be entitled to claim any additional payments nor exempt him from any
obligations under this AGREEMENT.
10. PENALTIES
In case the contractor fails to provide men and material as per the contract he will be
issued a warning in writing pin pointing the default. If the contractor after receiving the
warning does not remove the deficiency immediately to the satisfaction of the employer as
per the agreement, an amount equal to 0.5% of the contract value per occurrence will be
deducted from the monies due to the contractor.
11. TERMS OF PAYMENT
Payment to the Contractor shall be made as follows:

1) A Ninety Five Percent (95%) on monthly Progress payment for services as approved by
Employer’s representative.
2) All Invoices are to be submitted directly to Finance Department for onward verification by
user division and eventual payment.
3) A Five Percent (5%) as retention paid in full on issuance of the Completion certificate
approved by Employer’s representative.
4) The Contractor has to provide a Performance Bank Guarantee amounting equal to Five (5%)
of the Contract value valid up till issuance of the Completion certificate.
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3. APPENDIX TO CONDITIONS
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4. APPENDIX TO CONDITIONS
The Appendix to Conditions is forming part of the General Conditions (Section II). It incorporates
Information that specifies and complements the provisions of the General Conditions. It also
amends and/or supplements the provisions of the General Conditions. The provisions of the
Appendix to Conditions take precedence over those of the General Conditions (Section II).
GENERAL
CONDITIONS OF
AGREEMENT
ARTICLE
Definitions: SITE 1. Locations where SERVICES to be performed:
AADC OFFICES & ASSOCIATED PREMISES
AMOUNT OF 3.2.a) One percent per week or pro rata on daily basis
LIQUIDATED
DAMAGES
LIMIT OF DELAY 3.2.a) Ten percent (10%) of the final CONTRACT PRICE.
PENALTY
PAYMENT PERIOD 7.3.b) Forty Five (45) days from the receipt of correct
monthly in term or final invoice by EMPLOYER.
RETENTION 7.3.d.i) Five (5%) percent of the initially estimated
MONEY CONTRACT PRICE as retention paid in full on
issuance of the Completion certificate (FAC).
PERIOD OF 8.1.a) N/A
GENERAL
WARRANTY
8.1.b) N/A
PERIOD OF 8.2 N/A

SUPPLY
WARRANTY
PERFORMANCE 9. Five (5%) percent of the initially estimated
BANK CONTRACT PRICE in the form of an “unconditional
GUARANTEE irrevocable bank guarantee”.
MINIMUM 10.3 The limit of liability shall be as follows:
AMOUNT OF  Workmen’s Compensation and Employer’s Liability
INDEMNITIES AND Insurance: The amount shall not be less than Dhs. One
INSURANCES (1) million per occurrence.
LIMIT OF 12. The Employer reserves the right to amend the entire
VARIATIONS contents of the AGREEMENT by increasing, decreasing
or omitting any work included in the AGREEMENT
within the limit of ten (10%) percent of the CONTRACT
PRICE.
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NOTICE AND 31. The Employer’s address is:
ADRESSES AL AIN DISTRIBUTION COMPANY (AADC)
SUPPLY DEPARTMENT
P. O. BOX 1065
AL AIN
FAX 03 7635633
The CONTRACTOR’s address is:

-------------------------------------------------------
P.O. BOX ------------
----------------
FAX -- -------------
{The Contractor should insert the Name and address of

their firm}
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4. ANNEXES
Annexure A. Scope of SERVICES:
Annexure B. List of Drawings and Attachments - DELETED
Annexure E. Coordination Procedure
Annexure H. Completion Certificate and Release Letter:
2. Release Letter
Annexure I. Bills of Quantities (Un priced Part)
Annexure J * Schedule:
1. Key Dates
2. Overall Schedule
3. Tenderer’s Labour Histograms
4. Tenderer’s Proposed Work Plan, Supplies and Methods
Annexure K. * Key Personnel
Annexure L. * Subcontractors and Associates List
Annexure M. * Contractor’s Proposed Temporary Facilities on Site
* These Annexes to be completed by the TENDERER(S).
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ANNEXURE 'A'
SCOPE OF SERVICES
CONTENTS
ANNEXURE 'A'
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1. SCOPE OF SERVICES
Objectives
1. To provide the sufficient manpower required to handle the call volume in the Contact Centre in a
way that ensures meeting the required service level.
2. To enhance the required degree of supervision, business follow up and quality assurance in the
Contact Centre.
3. Recruiting of appropriate and adequate number of staff will improve the Contact Centre
performance and hence increases the customers’ satisfaction.
Scope of Work:
Outsourcing the below positions for the Contact Centre Department according to the number stated in
the BOQ:
1. Customer Services Representative.
2. Team Leader.
3. Shift Supervisor.
4. Quality Officer.
5. Quality Supervisor.
Contract Duration
The contract duration is 36 months.
General Requirements
1) The Contractor must comply with the minimum salary to be paid for all the hired employee in
accordance with the minimum salary assigned for each job as explained in the BOQ.
2) The Contractor must hire the employees working with AADC within the current outsource
contract No. A-15312 based on AADC instructions and nomination.
3) The Contractor must ensure that the minimum salary for all nominated staff by AADC from
the outsource contract No. A-15312 is equal to the minimum salary assigned for each job as per
the BOQ. However, if the current salary for an employee in the A-15312 contract is lower than
the minimum salary assigned for each job in the BOQ, the employee salary must be increased to
equal the minimum salary assigned for the job as per the BOQ.
4) The offered salaries and benefits shall be competitive to attract experienced and highly
qualified staff to ensure the continuity of AADC services without any interruption as the contract
is very critical for AADC.
5) The Contractor shall ensure that the provided medical insurance for the outsourced staff is
satisfactory and acceptable in a wide range of hospitals, clinics and pharmacies in Al Ain city.
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6) The priority of deployment of the proposed staff will be given to candidates with experience in
AADC or ADDC contact Centres.
7) AADC can directly nominate candidates to the Contractor for hiring in the available positions.
This direct nomination from AADC will not require any screening or interviews.
8) If the Contractor proposes to select candidates from outside UAE, representatives from
AADC shall participate in interviewing the proposed staff. Visa arrangement, travel and
accommodation expenses for AADC representatives to be borne by the Contractor as per AADC
HR policy.
9) The Contractor shall ensure that all the outsourced staff (Shift Supervisor, Quality
Supervisor, Quality Officer, Team Leader and Customer Services Representative) are well
trained and possess the required skills and experience in:
1. Telephone etiquette.
2. Handling difficult customers.
3. Proper opening and closing of the calls.
4. All Customer Services/ Care skills requirements.
10) The Contractor shall ensure that the outsourced Quality Supervisor, Shift Supervisor, Quality
Officer and Team Leader have the ability to train and develop all the Customer Services
Representatives or other staff in the skills mentioned in item 9 above.
11) The Contractor shall ensure that all the outsourced employees: Shift Supervisor, Quality
Supervisor, Quality Officer, Team Leader and Customer Services Representative are well
trained and possess the required skills in Contact Center applications relevant to the AADC
Contact Centre business.
12) The Contractor shall ensure that all the outsourced Quality Supervisor, Shift Supervisor,
Quality Officer and Team Leader are well trained and possess required skills in:
1. Staff scheduling using Work Force Management (WFM) applications and
spreadsheet.
2. Call Recording applications.
3. Call Reporting and administration applications.
13) All annual leaves, sick leaves, or other types of leave of absence that are authorized by
AADC shall be managed by the Contractor in a way that ensures immediate replacement and
that the agreed numbers of outsourced staff (Quality Supervisor, Shift Supervisor, Quality
Officer, Team Leader and Customer Services Representative,) are always maintained.
14) All annual leaves and sick leaves to be borne by the Contractor throughout the contract
period.
15) AADC will pay for the substitute staff (leave reliever) only for the period the leave reliever is
working as a replacement. All leave reliever leaves, sick leaves and weekends to be borne by
the Contractor.
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16) The Quality Supervisor, Shift Supervisors, Quality Officer, Team Leader and Customer
Services Representative shall abide by the job description assigned for each job as described in
this Scope, and shall exert all possible efforts to deliver the best operational practices which
ensure maintaining the required service level and metrics in the Contact Centre.
17) The Quality Supervisor, Shift Supervisors, Quality Officer, Team Leader and Customer
Services Representative shall always meet the performance parameters decided by AADC for
each job. Failure to meet the performance parameters decided by AADC will subject the staff to
actions as will be described by AADC.
18) All the outsourced staff (Quality Supervisor, Shift Supervisors, Quality Officer, Team Leader
and Customer Services Representative) shall comply with the AADC Contact Centre operation
instructions and procedures, adherence metrics and quality standards at all times.
19) The Contractor shall provide the recruitment, screening, and selection process for all the
mentioned jobs.
20) The Contractor must ensure that all proposed candidates meet the requirements mentioned
in the job description for each job.
21) The Contractor must ensure that all proposed candidates have been interviewed, and
assessed according to the process proposed by the Contractor prior to submitting them to AADC
for final interview and selection.
22) AADC representatives shall be involved in the last stage of recruitment process (final
interview for selection from the short listed candidates).
23) The final interviews for the proposed candidates where AADC selects from the shortlisted
candidates shall be held outside AADC Offices in a suitable venue. All arrangements and cost
elated to the venue and interview shall be borne by the Contractor.
24) All proposed candidates are subject to AADC approval.
25) If a hired staff left/resigned within 6 months from the date of joining AADC, the paid salary for
the first month (one month) to be reimbursed to AADC by the Contractor. This is to cover for the
training period invested by AADC to provide the hired staff with the required training on AADC
business and systems.
26) In specific cases, AADC may not mandate the bachelor degree requirement if a candidate
has a vast years of experience with AADC or ADDC Contact Centre with outstanding
performance record.
27) In specific cases, AADC may depute/assign the hired staff to work for specific tasks related
to customer services within the Sections/Departments of Customer Services Directorate. In such
case, the same contract conditions will apply.
28) Disciplinary code to be prepared by the outsourced Supervisors level staff, approved by
AADC and implemented.
29) All disciplinary actions like warnings, deductions to be taken and managed by the outsourced
staff according to the approved procedure, and shall be subject to AADC approval.
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30) AADC has the option to terminate/replace any of the hired outsourced staff by only sending a
one month notice letter to the Contractor.
31) Only male candidates to be proposed for the positions required as per the BOQ.
32) The Contractor shall assign a representative from their side to manage and follow up all
administrative issues with the outsourced staff like visas, passport and documents delivery or
collection.
33) The Contractor shall submit in the offer a clear description of the following requirements
using the relevant form where applicable:
1. Experience records in providing outsourced manpower for Contact Centres or

related business. (Form No. 1 to be used).
2. Company competency. The Contractor shall provide the following:

2.1 Organization Chart of the Contractor Company.
2.2 List of the Contractor Company staff (Form No. 2 to be used).
2.3 List of any certification e.g. ISO certification or appreciation received since 2015 or later.
(Form No. 3 to be used).
3. Client’s feedback and recommendations. The Contractor must ensure that the
information of clients mentioned in Form No. 1 above are provided.
4. HR Management
4.1 Copy of the Contractor HR policy or procedures if any. Date of issue to be mentioned.
5. Retention of the staff. The Contractor shall describe any plans or actions that
will be implemented to retain the outsourced staff for this contract throughout the
contract period of 3 years.
6. Replacement and leave reliever procedures. Form No.4 to be used.
7. Description of the medical insurance that will be provided (Form No. 5 to be

used).
8. The Company Credit Score issued from Al Etihad Credit Bureau (AECB).
9. The Contractor must state clearly the time needed to have the required staff
ready to start the work at site from the award of the Contract.
The above factors will be used in the assessing the Contractor technical offer.
Working Hours, Timing and Location:

1) Working days will be as described below, however, AADC may opt to change
the working days to 5 working days / 2 days off whenever needed.
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a) The Contact Centre is working on 24 hours / 7 days basis. The working days varies
according to the staff work schedule.
b) The working hours will be in accordance with the UAE labour law for private sector (48
hours a week for 6 days/ 1 day off).
c) Public Holidays shall be in accordance with UAE labour Law for private sector.
2) Normal Holidays:
a) Weekend holiday varies according to the staff schedule.
3) Timings:
a) The login and logout and all other adherence parameters shall strictly follows the
regulations/procedures established by the AADC Contact Centre for outsource manpower.
b) Ramadan timing also follows the AADC shift schedule for Ramadan.
4) Work Location:
AADC Contact Centre Department offices, which is located in Power House, DMS building, near
Al Ain Police Headquarter, in Al Ain. However, AADC may assign some staff to work in other
offices in AADC within Al Ain City.
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Job Title and Job Description
1. Shift Supervisor
Minimum Requirements
1. Bachelor’s degree in Business Administration, Statistics or equivalent.

2. 5 years related experience in the Contact Centre environment, operations, volume management
and/or real-time management.
3. Skilled at using contact centre technologies and systems (e.g. IVR, ACD, Recording applications and
CRM)
4. Knowledge of contact centre standards, procedures and metrics.
5. Analytical and Organizing skills and good ability to interpret data and reports.
6. Leadership skills and ability to mentor others in a contact centre environment.
7. Team building skills and ability to work under pressure.
8. Excellent people management and motivational skills.
9. Excellent conflict management and problem solving skills.
10. Excellent interpersonal and communication skills.
11. Native Arabic speaker with excellent knowledge of English language skills which include: listening,
speaking, writing and reading.
12. Skilled at contact centre staff forecasting and scheduling using both spread sheet and WFM software.
13. Strong customer centered focus.
14. Effective time management skills with the ability to multi-task in a fast pace dynamic environment.
15. Ability to meet tight deadlines
16. Good decision making and problem solving ability.
17. Ability to coordinate workloads with peers and subordinates and obtains results through leadership
and team building.
18. Solid understanding of performance management & coaching techniques.
19. Experience in handling customer queries/complaints/service requests in a customer service industry.
Statement of Functions
Supervises the activities of Customer Services Representative (CSR), Senior CSR and Team
Leaders to ensure smooth functioning and error-free workflow and undertakes all activities
related to the follow up of the various services provided by the Contact Center. Assists in
developing the center’s performance and work procedures. Reports and analyzes the daily,
weekly and monthly performance parameters as required. Reviews the significant events,
observations and concerns with the superior and assists in resolving pending complaints,
requests or inquiries.
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Work Performed
1) Monitors and manages the CSRs and Team Leaders adherence to the Contact Centre adherence
policy e.g. AUX time, wrap-up time, AHT etc...
2) Monitors and follows- up with the Team Leaders handling of the open complaints, inquiries and
requests and ensures that the daily call volume is handled in accordance with the agreed service
level.
3) Works closely with the contact center management in areas of staffing, performance management
and workplace policies/procedures as well as being responsible for leading and developing Contact
Center employees to ensure the Contact Center is performing at optimal levels.
4) Supports the implementation of new business processes and technologies.
5) Participates in the establishment, update and implementation of operational metrics and standards.
6) Collects and evaluates data in preparation of reports to measure and improve productivity, quality,
and implementing policies and procedures.
7) Audits, monitors and maintains performance results/opportunity areas/proposed actions to the
management and corporate team in order to identify opportunities for process and system
improvements.
8) Provides analytical and operations support to the contact center group for daily operations and
strategic initiatives as well as communicates performance statistics to the Contact Centre
management.
9) Updates knowledge and skills for the subordinates on an ongoing basis.
10) Act as a point for reference for Team Leaders, Senior CSR and CSR on all issues related to the various
services provided by the Centre and daily activities.
11) Contributes in the evaluation and implementation of the center technology to continuously improve
service and internal/external customer satisfaction. Adapts to quickly changing business needs and
processes.
12) Comply with the operating instructions and quality standards at all times.
13) Performs any other similar or related duties as & when assigned by AADC Contact Centre
Management.
Work Relations & Contacts
1) Has daily contacts with the Operation Manager to receive work directions, discuss & resolve
issues.
2) Has regular contacts with customers to answer queries & solve problems
3) Has regular contacts with AADC departments to exchange information and follow-up the cases.
Accountability for Actions & Impact

Accountable for provision of full support and motivation to Contact Center subordinate staff.
1) Works according to established procedures & specialized technical standards.
2) Supervisor keeps advised of work progress & spot check completed work
3) Reports to: Operations Manager.
Work Direction:
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Gives Work Directions to: CSR, Senior CSR and Team Leader.
1. Quality Supervisor
1. Bachelor’s degree in Business Administration, Statistics or equivalent.

2. 5 years’ experience in developing and implementing QA standards, procedures, business plan
and KPIs in a service industry environment, preferably in Contact Centre functions.
3. Skilled at using contact centre technologies and systems (e.g. IVR, ACD, Recording applications and
CRM).
4. Skilled at monitoring and improving contact centre metrics.
5. Skilled at training and coaching in a contact centre environment.
6. Skilled at contact centre staff forecasting and scheduling using both spread sheet and WFM
software.
7. Knowledge of contact centre standards, procedures and metrics.
9. Leadership skills and ability to mentor others in a contact centre environment.
10. Team building skills and ability to work under pressure.
11. Excellent people management and motivational skills.
12. Excellent conflict management and problem solving skills.
13. Excellent interpersonal and communication skills.
14. Native Arabic speaker with excellent knowledge of English language skills which include: listening,
speaking, writing and reading.
software.
17. Effective time management skills with the ability to multi-task in a fast pace dynamic environment.
20. Ability to coordinate workloads with peers and subordinates and obtains results through leadership
and team building.
Supervise and assists in developing the Contact Center Quality Assurance system and procedures and
provides technical, database and documentation support to implement, monitor and evaluate the
Quality Metrics. Reports and analyses the daily, weekly and monthly performance parameters related to
the quality aspects as required. Generates QA conformance reports for Management review and follow
up. Manages all issues related to the staff roster in a way that ensures efficient operation of the Centre.
Assists in developing the staff skills and knowledge thru training materials, coaching and updating of the
knowledge base.
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Work Performed
1) Prepares and manages the staff schedule in supervision of the operation manager to ensure
optimum performance to ensure timely update of the schedule with all absence, swap, shift move,
etc.
2) Keeps records of all in call hours of the staff and extra working hours.
3) Provide program and agent performance reporting, including statistical analysis and reporting.
4) Ensure that all representatives are meeting statistical targets and provides action plans for those
that fall below expectations.
5) Develop action plans to drive improvement (provide base line statistics and reporting showing the
effectiveness of action plan).
6) Mentor and coach representatives by providing constructive analysis of their work and measurable
performance improvement goals that enhance the customer experience.
7) Monitor and evaluate performance for consistency in adherence to company guidelines and provide
direct feedback to representatives regarding strengths and weaknesses.
8) Lead calibration sessions and breakout training sessions as needed. Support new hire and on-going
QA training initiatives as needed.
9) Collaborate with Quality Officers to establish a positive team environment that supports and
reinforces best-in-class customer service practices.
10) Make recommendations to management regarding the development of policies and procedures.
11) Maintain proper documentation of call performance and associated corrective measures as
applicable.
12) Participates actively in preparation of the training materials/ hand-outs in respect of the Quality of
Services of all Contact Center operations. Assist in organizing the training sessions and subsequent
regular follow up to support the implementation of the approved standards.
13) Contributes to enhancement of the services quality of all Contact Center staff and acts as the
facilitator and coordinator in implementing the Quality enhancement initiatives.
14) Provides performance data related to shift staff in order to ensure accuracy, completeness and
thoroughness of the required management reports.
15) Assists in the implementation of Service Level Agreements (SLAs) as required, for ensuring
compliance with the prescribed standards of service quality. Monitors and highlights the variances
on regular basis in order to resolve issues.
17) Stay up to date on new products, procedures and initiatives. Ad hoc projects.
Management.
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1) Has daily contacts with the Operation Manager to receive work directions, discuss & resolve
issues.
2) Has regular contacts with Quality Officers to ensure team performance and areas of
improvement.
3) Has regular contacts with AADC departments to exchange information and follow-up the cases.

1) Accountable for provision of full support and motivation to Contact Center subordinate staff.
2) Works according to established procedures & specialized technical standards.
3) Supervisor keeps advised of work progress & spot check completed work
4) Reports to: Operations Manager.
Work Direction:
Gives Work Directions to: Quality Officers.
2. Quality Officer
1. Bachelor’s degree in Business Administration or equivalent.

2. 4 years experience in developing and implementing QA standards, procedures, business
plan and KPIs in a service industry environment, preferably in Contact Centre functions.
3. Skilled at using contact centre technologies and systems (e.g. IVR, ACD, Recording
applications, and CRM).
software.
7. Team oriented and ability to work under pressure.
9. Excellent interpersonal, communication & problem solving skills.
10. Native Arabic speaker with excellent knowledge of English language skills which include:
listening, speaking, writing and reading.
12. Effective time management skills with the ability to multi-task in a fast pace dynamic
environment.
15. Ability to coordinate workloads with peers and subordinates and obtains results through
leadership and team building.
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Assists in developing the Contact Center Quality Assurance system and procedures and provides
technical, database and documentation support to implement, monitor and evaluate the Quality
Metrics. Reports and analyzes the daily, weekly and monthly performance parameters related to the
quality aspects as required. Generates QA conformance reports for Management review and follow up.
Manages all issues related to the staff roster in a way that ensures efficient operation of the Centre.
Assists in developing the staff skills and knowledge thru training materials, coaching and updating of the
knowledge base.
Work Performed
1) Prepares the staff schedule in supervision of the operation manager to ensure optimum
performance.
2) Manages the staff schedule and ensure timely update of the schedule with all absence, swap, shift
move, etc.
3) Keeps records of all in call hours of the staff and extra working hours.
4) Participates actively in preparation of the training materials/ hand-outs in respect of the Quality of
Services of all Contact Center operations. Assist in organizing the training sessions and subsequent
regular follow up to support the implementation of the approved standards.
5) Contributes to enhancement of the services quality of all Contact Center staff and acts as the
facilitator and coordinator in implementing the Quality enhancement initiatives.
6) Provides performance data related to shift staff in order to ensure accuracy, completeness and
thoroughness of the required management reports.
7) Assists in the implementation of Service Level Agreements (SLAs) as required, for ensuring
compliance with the prescribed standards of service quality. Monitors and highlights the variances
on regular basis in order to resolve issues.
Management.
 Has daily contacts with the Operation Manager to clarify issues & approval.
Accountability for Actions and Impacts
1. Accountable for provision of advice & full support to contact center staff.
2. Works according to established procedures & specialized technical standards.
3. Supervisor keeps advised of work progress & spot check completed work.
4. Reports to : Operation Manager
3. Team Leader
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1. Bachelor’s degree in Business Administration, Statistics or related areas.

2. 4 years experience in in the Contact Centre environment and customer relationship
management.
3. Skilled at using contact centre technologies and systems (e.g. IVR, ACD, Recording
applications, and CRM).
6. Team oriented and ability to work under pressure.
8. Excellent interpersonal, communication & problem solving skills.
10. Strong customer centered focus
11. Effective time management skills with the ability to multi-task in a fast pace dynamic
environment.
14. Ability to coordinate workloads with peers and subordinates and obtains results through
leadership and team building.
16. Experience in handling customer queries/complaints/service requests in a customer service
industry.
Handles inquires, complaints and services requests created by the CSRs. Follows up and closes cases
based on the established policies and procedures. Ensure that the performance of the CSRs is meeting
the established KPIs. Interacts with the customers in escalated cases whenever needed.
Work Performed
1) Manages handling complaints and cases to ensure meeting the set KPIs.
2) Follows up the team members performance KPIs and metrics and holds on a regular basis meetings
with the team members to explain and discuss their performance.
3) Gives Continuous and immediate feedback of team members' performance.
4) Give proper coaching to team members and report the results to line manager.
5) Improve team member's performance by training them on different Contact Centre systems.
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6) Motivate Team members and reward good performers.
7) Ensures delivery of consistent performance of handling the cases through effective team
management.
8) Provide reporting for the contact center management whenever needed.
9) Reviews and provides suggestions for updating procedures to ensure accurate, consistent and
improved services delivery.
10) Escalate business-critical concerns to the appropriate contacts via proper channels in respective
timeframes as well as updates the CSRs with the results of the cases and conducts counseling/coaching
sessions regularly.
11) Coordinates all productivity and quality checks with Contact Center manager and supervisors to
ensure expected productivity and quality of work are met at all times.
12) Update knowledge and skills on an ongoing basis.
13) Adapt to quickly changing business needs and processes. Complete other job assignments as
requested by management.
Work Relations and Contact

1) Has daily contacts with the Shift Supervisor to receive work directions, discuss and resolve issues.
2) Has daily contacts with the team members and Quality staff.
3) Has a daily contacts with the customers.

1) Accountable to work according to established procedures and specialized technical standards.
2) Accountable for maintain the cases closing KPIs and team members metrics.
4. Customer Services Representative (CSR)

1. Bachelor’s degree in Business Administration or equivalent.

2. 3 years experience in handling customer complaints, queries and requests in a Contact
Centre for a customer oriented organization.
3. Skilled at using contact centre systems e.g. ACD and CRM.
4. Ability to work under pressure.
5. Excellent interpersonal, communication and problem solving skills.
8. Experience in handling customer queries/complaints/service requests in a customer service
industry.
Vol 1 of 2 76/111

Deals with customer’s queries, complaints, request and suggestions in accordance with the established
procedures and operating instructions. Abides by the established adherence policy. Provides consistent
quality service by telephone, email, etc.… demonstrate proficiency in responding to incoming calls.
Work Performed
1. Provides accurate services to AADC customers in a clear, continuous, and professional manner.
2. Handles all incoming calls with assistance from supervisors when necessary. Interface with the all
concerned sections including Water/ Power Account, and Sales when required in order to ensure
that customers are provided with prompt and reliable response.
3. Highlights to the immediate supervisor the key issues and follow up as required resolving the issues.
4. Exhibits diplomacy when dealing with or addressing all customers’ calls Show politeness, poise, and
dignity in handling calls.
5. Has a good attendance and work record including punctuality and reliability. Attends to shift work
as assigned to ensure continuity in Contact Center service operations.
6. Abides by the Contact Centre Shift Adherence policy.
7. Assists in conducting Customer Satisfaction surveys or campaigns when required.
8. Comply with the operating instructions and quality standards at all times.
9. Performs any other similar or related duties as & when assigned by AADC Contact Centre
Management.
1) Has daily contacts with the Shift Supervisor to receive work directions, discuss and resolve issues.
2) Has regular contacts with the Team Leader and Quality staff to receive directions and feedback on
the performance and adherence.
3) Has a daily contacts with the customers.
1) Accountable to work according to established procedures and specialized technical standards.

2) Supervisor keeps advised of work progress and spot check completed work.
Contract Start and End Dates
Proposal starting date: 30/08/2020
Expected duration: 36 months
Estimated Budget: As defined and approved in the CR at the Maximo Portal
Vol 1 of 2 77/111
2. QUALITY CONTROL AND ASSURANCE
1.0 INSPECTION BY EMPLOYER
1.1 GENERAL
EMPLOYER shall have the right to inspect at all times the SITES and any tools,
instruments, material, or equipment used or to be used in the performance of the
SERVICES. CONTRACTOR shall make all parts of the SERVICES accessible for
these inspections.
1.2 REJECTED WORK AND EQUIPMENT
EMPLOYER shall have the right to condemn any services and all tools, instruments,
materials, equipment, or work which does not conform to the requirement of
AGREEMENT.
Any services not conforming to AGREEMENT shall be rectified by CONTRACTOR at

no additional cost to EMPLOYER. Any condemned tools, instruments, materials, or
equipment shall be replaced or rectified at no additional costs to EMPLOYER.
Vol 1 of 2 78/111
ANNEXURE 'C'
FREE ISSUE MATERIALS LIST (NOT APPLICABLE)
- EMPLOYER shall not issue any material for the SERVICES included in this AGREEMENT
-
Vol 1 of 2 79/111
ANNEXURE 'D'
FACILITIES PROVIDED BY EMPLOYER
Vol 1 of 2 80/111
FACILITIES PROVIDED BY EMPLOYER
1.0 EMPLOYER, as per AGREEMENT documents, shall provided to CONTRACTOR such

facilities and services specified hereinafter. A minimum period of one week shall be
required for the provision of such services after receipt from CONTRACTOR of a written
request for the same.
2.0 EMPLOYER shall provide Letters to assist CONTRACTOR in securing necessary

Licences, Visas, Work Permits, Security Passes, Documentation and egress of Personnel,
Equipment and operations in Al Ain / Abu Dhabi in connection with this AGREEMENT.
The provision of such Letters of Assistance shall not be construed so as to hold
EMPLOYER liable for any delays in obtaining the said Licences, Visas, Work Permits,
Security Passes, Documentation and egress of Personnel, Equipment and operation in Al
Ain / Abu Dhabi, or for not obtaining the same for any reason whatsoever.
Vol 1 of 2 81/111
ANNEXURE 'E'
CO-ORDINATION PROCEDURE
Vol 1 of 2 82/111
E. CO-ORDINATION PROCEDURE
This procedure outlines the various responsibilities of the Representatives nominated by

EMPLOYER and CONTRACTOR for the above AGREEMENT. CONTRACTOR shall carry out
proper execution of the SERVICES under supervision of EMPLOYER's Representative for this
project.
1. DAILY REPORT
The daily report detailed below shall be required by EMPLOYER. It shall be handed over
to EMPLOYER as required. CONTRACTOR shall prepare a standard form for Daily
Reports which shall be approved by EMPLOYER. It shall become the Daily Field Log.
The information required shall be as follows:
i) A breakdown, by craft, of manpower and major equipment used by
CONTRACTOR and his SUB-CONTRACTORS on SITE.
ii) Any other problem which shall affect the progress of the SERVICES.
This log shall be prepared and maintained daily and a copy shall be delivered to
EMPLOYER next morning.
The English language shall be used for all correspondence reports instruction, drawings,
specifications etc. The contractor will provide such labour who understand English as well
as Arabic.
As far as possible, all written communication shall be at SITE level directly between
EMPLOYER and CONTRACTOR except contractual matters, which require commitment
from EMPLOYER. In such cases, a copy of the letter shall be immediately delivered to
EMPLOYER's Representative for information, and the original shall be hand delivered to
Supply Department, AADC. All efforts shall be made to keep the correspondence to the
minimum. If, for expediency, telephonic conversation shall be used, this shall be
confirmed in writing within two (2) working days, by both PARTIES.
Notwithstanding the provisions of Article 31 of the General Conditions of AGREEMENT,

hand delivery shall be an approved means of exchange of letters.
CONTRACTOR shall prepare and issue the Minutes of all his meetings with EMPLOYER
and shall be responsible for obtaining approval of these minutes prior to release within two
(2) working days.
2. SITE INSTRUCTIONS
Instructions shall be confirmed in writing, using a numbered SITE Instruction signed by

EMPLOYER. CONTRACTOR's representative shall be required to sign one copy of each
instruction as confirmation of its receipt.
Vol 1 of 2 83/111
F. SAFETY REGULATIONS
EMPLOYER shall provide to CONTRACTOR at SITE, wherever applicable, a copy of its Safety
and Security Regulations in respect of WORKS on site. It shall be the responsibility of
CONTRACTOR to ensure strict adherence to such Regulations.
As per Volume II of II (CD attached)
Note 1: A compliance letter for the above contents with Index page to be submitted along
with the proposed bids.
Note 2: The above Contents should be signed and stamped in all pages and to be
submitted during the Contract Agreement signature stage.
Vol 1 of 2 84/111
ANNEXURE 'G'
FORM OF PERFORMANCE BANK GUARANTEE
Vol 1 of 2 85/111

ANNEXURE 'G'
PERFORMANCE BANK GUARANTEE
THE GOVERNMENT OF ABU DHABI

Al Ain Distribution Company
P.O. Box No. 1065
Al Ain. United Arab Emirates
SUBJECT: PERFORMANCE BANK GUARANTEE NO. DATE

AMOUNT
AGREEMENT NO.
DIRECTORATE____
Dear Sirs,
Whereas Al Ain Distribution Co., (hereinafter referred to as "EMPLOYER") has entered into an
Agreement with .......................... (hereinafter referred to as "CONTRACTOR") for
......................................................................., and whereas CONTRACTOR shall be required under the
AGREEMENT to procure a Performance Bank Guarantee issued by a Bank in favour of EMPLOYER in
support of the due and proper performance of the obligations undertaken by CONTRACTOR in respect of
the above mentioned AGREEMENT.
Therefore, in consideration of the above, we, [Name of the Bank] established in Abu Dhabi and
having our address as P.O. Box , Abu Dhabi, UAE hereby irrevocably and unconditionally guarantee
and undertake to EMPLOYER, without any right of defence, set off or counterclaim whether on our
behalf or on behalf of CONTRACTOR to pay to EMPLOYER a sum not exceeding (figures) (letters) or
any lesser sum specified by EMPLOYER upon receipt of EMPLOYER's written request addressed to us in
the event that CONTRACTOR fails to perform or fulfil any of his obligations set forth in the
AGREEMENT, by transfer to an account in EMPLOYER's name at such Bank in Emirate of Abu Dhabi
as EMPLOYER shall stipulate or in such other manner as shall be acceptable to EMPLOYER. Such
written request shall be conclusively binding on us for all purposes under this Performance Bank
Guarantee.
We agree that any changes, modifications, additions or amendments which may be made to the
AGREEMENT, or in the work to be performed thereunder, or in the payments to be made on account
thereof, or any extensions of the time for performance or other forbearance on the part of either
EMPLOYER or CONTRACTOR to the other or to any other guarantor of the obligations of either of
them, shall not in any way release us from our continuing liability hereunder, and we hereby expressly
waive notice to us of any such changes, modifications, additions, amendments, extensions or forbearance.
We further agree that any payment made hereunder shall be made free and clear of and without deductions
for or on account of any present or future taxes, levies, imposts, duties, charges, fees, deductions or
withholdings of any nature whatsoever and by whomsoever imposed.
This Performance Bank Guarantee shall come into force on the date hereof and shall continue until the
issue of COMPLETION CERTIFICATE.
This Performance Bank Guarantee shall be governed by and interpreted under the Laws of
Abu Dhabi and the UAE.
Yours faithfully,
______________________________
Authorised Signature and Stamp of Bank
Vol 1 of 2 86/111
ANNEXURE 'H'
COMPLETION CERTIFICATE AND RELEASE LETTER
Vol 1 of 2 87/111

4. COMPLETION CERTIFICATE
AL AIN DISTRIBUTION COMPANY

…………………. DIRECTORATE
AGREEMENT NO.: ............................................. Date: ........................
PART - I
DESCRIPTION OF SERVICES
..........................................................................................................................................
..........................................................................................................................................
FINAL PAYMENT DUE FROM EMPLOYER TO CONTRACTOR IS U.A.E. DIRHAMS

....................................
PART - II
The above SERVICES have been completed in accordance with the provisions of the above
AGREEMENT and accepted on behalf of Al Ain Distribution Co. in apparent good order, with
effect from ........................, and final payment is now due.
For and on behalf of:

AL AIN DISTRIBUTION COMPANY CO.
................................................................
Vol 1 of 2 88/111

5. RELEASE LETTER
(TO BE TYPED IN ORIGINAL ON CONTRACTOR’S HEADED PAPER)
AGREEMENT NO.: .............................................. Date: ....................................
AGREEMENT TITLE: ………………………………………………………………………….
Entered into on ....................................................................
between
Al Ain Distribution Co.- AADC (“EMPLOYER”)
and
…………………………………………………………………….
P. O. Box ……………… -------------- - UAE (“CONTRACTOR”)
for the provision of ...................................................................
KNOW ALL MEN BY THESE PRESENTS
THAT CONTRACTOR, for and in consideration of the receipt of the sum of U.A.E. Dhs.
……................... (U.A.E. Dirhams ........………..................... ) representing the final payment under this
AGREEMENT dated the ..................... day of ................. 2016 and subsequent amendments, hereby
releases and forever discharges EMPLOYER, its successors-in-interest and assigns and their property
from all claims and demands whatsoever in any manner arising out of, or related to, the said
AGREEMENT or labour performed or materials and equipment furnished by CONTRACTOR in
connection with, or incidental to, the execution and completion of the SERVICES.
In consideration of, and for the purpose of inducing EMPLOYER to issue the ACCEPTANCE
CERTIFICATE and make the aforesaid final payment, CONTRACTOR hereby represents, warrants and
agrees that:
(1) all sums due or to become due and all debts, accounts, damages, obligations, claims and
demands of every nature and kind whatsoever in any manner arising out of, or related to, labour
performed or materials and equipment furnished in connection with or incidental to, the
AGREEMENT have been paid and satisfied,
(2) there are no unsettled claims for injuries to, or death of any person or damage to, or destruction
of, property in any manner arising out of, or related to, the AGREEMENT,
(3) he shall indemnify and hold harmless EMPLOYER and its successors and assignees from and
against any claims, demands, liens, judgements, attachments and costs related hereto in any
manner arising out of, or related to, the AGREEMENT, and
(4) he acknowledges his continuing liability to EMPLOYER for executing without further payment
all services of repair, amendment, reconstruction, rectification and making good defects,
imperfections, shrinkages or other faults as may have been or be required in writing by
EMPLOYER during the Warranty Period or within fourteen (14) days after its expiration, in
connection with, or incidental to, the SERVICES.
Vol 1 of 2 89/111
IN WITNESS WHEREOF CONTRACTOR has caused this instrument to be executed this

......................... day of .......................... 2016
For and on behalf of CONTRACTOR:
Messrs. ................….......................................................................... [NAME OF CONTRACTOR]
CONTRACTOR’S OFFICIAL SEAL: ........................................................................…................
AUTHORISED SIGNATURE
BY: ..................……………………….........................[Name]
TITLE: ..........................................................................................
in the capacity of: ........................ ..................................................
In the presence of: ........................ ..................................................
Vol 1 of 2 90/111
ANNEXURE 'I'
BILLS OF QUANTITIES (UNPRICED PART)
Vol 1 of 2 91/111
BILLS OF QUANTITIES
BILL OF QUANTITIES (UN PRICED PART)
Please quote Lump Sum prices for the Services detailed in Annex –A, Scope of Services in
compliance with section III of IV of the Tender Document as per the following schedule.
Note:
Please note that VAT cost is applicable for VAT applicable items and that Invoices will be processed for VAT applicable
items only in line with VAT clause mentioned in General Conditions of Contract.
Vol 1 of 2 92/111
SIGNATURE & STAMP OF TENDERER: ____________________________________________
________________________________________________________________________________
DESGINATION __________________________________________________________________
NAME & ADDRESS OF TENDERER_________________________________________________
FAX. NO. ___________________________________
TELEPHONE NO._____________________________
Vol 1 of 2 93/111
ANNEXURE 'J'
SCHEDULE
1. Key Dates (Commencement and Completion of Services)

2. Tenderer's Labour Histograms
3. Tenderer’s Proposed Work Methods, Supplies and Plan
Vol 1 of 2 94/111
1. KEY DATES
1.1 Date for commencement of Mobilisation
The date for commencement of the SERVICES with effect from the date of Letter of Award.
1.2 Date for commencement of SERVICES
The Contract Period shall be Thirty Six (36) months from the date of Letter of Award.
1.3 Date of Completion of SERVICES:
The date of completion of services shall be Thirty Six (36) months from the date of Letter of Award.
Vol 1 of 2 95/111
2. TENDERER’S LABOUR HISTOGRAMS
TENDERER(S) shall be required to prepare and submit for EMPLOYER approval his Labour
Histograms anticipated for the duration of the SERVICES indicating:-
a) SITE Staff and Supervision — Numbers and disciplines together with duration of
requirement
b) SITE Labour — Each craft to be defined and indicated separately.
Vol 1 of 2 96/111
3. TENDERER'S PROPOSED WORK PLAN, SUPPLIES AND METHODS
3.1 TENDERER(S) shall be required to prepare and incorporate herein a detailed description
of the arrangements, sequence and methods which TENDERER(S) proposes to adopt for
the execution of the SERVICES.
3.2 EMPLOYER at its sole discretion shall ask at any time for changes in TENDERER'S
anticipated work sequence due to operational requirements. Such change in work
sequence shall not entitle TENDERER(S) to any additional reimbursement.
3.3 TENDERER(S) shall be required to submit for EMPLOYER approval a schedule of

materials that shall be utilised for the above execution of the SERVICES. This information
shall be submitted with full identification of specific Manufacturer's products together
with their catalogues.
3.4 TENDERER(S) shall be required to prepare and submit for EMPLOYER approval a list of
equipment, machinery and tools in his possession which shall be utilised for the
SERVICES.
Vol 1 of 2 97/111
ANNEXURE 'K'
KEY PERSONNEL
Vol 1 of 2 98/111
ANNEXURE K. KEY PERSONNEL
ORGANISATION CHART
The TENDERER(S) shall incorporate herein an Organisation Chart of his proposed site staff
clearly indicating his Key Personnel, and showing lines of communication and responsibility.
Vol 1 of 2 99/111
ANNEXURE 'L'
SUB-CONTRACTORS AND ASSOCIATES LIST
Vol 1 of 2 100/111
ANNEXURE L. SUB-CONTRACTORS AND ASSOCIATES LIST
The TENDERER(S) shall list here any proposed SUB-CONTRACTORS and/or Associates for
the performance of the SERVICES.
The proposed SUB-CONTRACTORS and Associates shall have adequate experience in carrying
out similar works. The TENDERER(S) shall detail herein their experience in such works, for
technical evaluation by EMPLOYER. Non-submission of such details shall lead to rejection of
the SUB-CONTRACTOR.
Vol 1 of 2 101/111
ANNEXURE 'M'
TENDERER’S PROPOSED TEMPORARY FACILITIES ON SITE
Vol 1 of 2 102/111
Vol 1 of 2 103/111
Vol 1 of 2 104/111
Vol 1 of 2 105/111
Vol 1 of 2 106/111
Vol 1 of 2 107/111
SECTION IV of IV
Bills of Quantities/ Pricing Preambles
Contents
1. Pricing Preambles
2. Pricing Schedule (priced Part)
Vol 1 of 2 108/111

PREAMBLES
1.0 All rates and lump sums shall be in UAE Dirhams.
2.0 All rates and lump sums shall be fully fixed for the duration of the AGREEMENT and no
fluctuations shall be permitted for any changes in any of CONTRACTOR's costs or
inclusions, currency variation or any other reason unless expressly provided for elsewhere
in this AGREEMENT.
3.0 EMPLOYER's working hours at SITE are set out in Annexure “E”. CONTRACTOR shall
be allowed to work outside the site working hours and days at the discretion of
EMPLOYER subject to security and other rules at each location. All extra costs incurred
through working overtime shall be included in CONTRACTOR's price.
4.0 Descriptions offered by EMPLOYER shall be for guidance only. CONTRACTOR shall
be fully responsible for determining items and quantities as necessary for reaching the
lump-sum prices required for performing all CONTRACTOR's obligations under the
AGREEMENT.
5.0 No re-measurement of Lump Sums or revaluation of any sort shall be permitted.
6.0 The Scope of SERVICES does not necessarily cover all items to achieve the requirements
of the AGREEMENT. The AGREEMENT rates, however, shall be deemed to include all
costs to execute the specified services and all related services which an experienced
CONTRACTOR shall reasonably foresee.
7.0 Should any new areas of work transpire which EMPLOYER considers are not envisaged
as being part of this AGREEMENT, quantities shall be measured by EMPLOYER.
CONTRACTOR shall be given the opportunity, in such cases, to be present during the
measurement. Prices for the new work, if any, shall be mutually agreed between
EMPLOYER and CONTRACTOR.
8.0 No request shall be considered for an increase in the unit rates on the grounds that they
shall be inadequate to carry out additional work of a similar nature.
9.0 Except where otherwise detailed in the B.O.Q, the rates and prices shall include all
material supply and installation, tools and equipment, labour, supervision, transport,
storage, installation works of the electricity and water from source to the site work,
demolition/construction/ erection/installation works, insurances, vacations, leaves,
mobilisation, demobilisation, facilities, overheads, profits, taxes and duties, as mentioned
otherwise, and whatever else shall be necessary for the execution and maintenance of the
SERVICES.
10.0 EMPLOYER shall provide, free of charge, electricity and water at source for the execution
of the SERVICES.
11.0 CONTRACTOR shall be deemed to have included in his price for all the necessary
information, details, clarifications or documents of the Contract.
Vol 1 of 2 109/111
12.0 Accumulated debris or unusable materials shall be removed by CONTRACTOR to a

suitable location off site designated by Municipality. The cost of cleaning up and removal
shall be deemed to be included in CONTRACTOR's rates.
13.0 CONTRACTOR shall submit detailed supplementary schedules breaking down the Lump-
Sum amount in such detail as shall be required by EMPLOYER. The Lump Sum amount
and the detailed breakdown shall be used for the evaluation of interim payments and
authorised variation orders, in accordance with the requirements of the AGREEMENT.
14.0 CONTRACTOR shall be required to take all measures necessary to ensure that the whole
of the SERVICES shall be executed in such a manner as to minimise the generation of
dust and other hazards.
15.0 Notwithstanding any limits which shall be implied by the wording of the individual items
and/or explanations in the Preamble, it shall be clearly understood by CONTRACTOR
that the rates and sums which shall be entered in the Bills of Quantities shall be for the
services finished complete in every respect. He shall be deemed to have taken full account
of all requirements and obligations, whether expressed or implied, covered by all parts of
the AGREEMENT.
16.0 CONTRACTOR shall execute the SERVICES in accordance with the AGREEMENT and
to the instructions of EMPLOYER.
17.0 CONTRACTOR shall include for all temporary storage required to store his materials etc.,
in accordance with the AGREEMENT and manufacturer’s storage instructions.
CONTRACTOR shall include for the protection and storage of sensitive material
including pressurised storage.
18.0 Prices include for all safety measures requested by EMPLOYER including provision of
metal screens and safety barriers and all measures necessary to protect adjacent items from
the effects of overspray, paint spatter or drainage by impact. All such measures shall be
provided to the satisfaction of EMPLOYER.
19.0 CONTRACTOR shall be deemed to have allowed for all effects on the execution and
progress of works occasioned by climate and prevalent conditions and with specific
reference to periods of high humidity and the incidence of wind/air borne dust occurring
naturally.
20.0 EMPLOYER shall have the right to remove any item from the Scope of SERVICES due to
operational or safety requirements and the appropriate value shall be deducted from the
Lump-Sum Contract Price without any claim from the CONTRACTOR.
Vol 1 of 2 110/111
BILLS OF QUANTITIES
(ALL PRICES IN U.A.E. DIRHAMS)
BILL OF QUANTITIES (PRICED PART)

PRICING SCHEDULE
Please quote Unit Rate prices for the Services detailed in Annex –A, Scope of Services in
compliance with section III of IV of the Tender Document as per the following schedule.
Vol 1 of 2 111/111

Tender No.: A-17580 Title: Outsourcing Manpower For Contact Center

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Tender No.

Al Ain Distribution Company M/s ......

SUPPLY DEPARTMENT Tender No. A-17580

 Section I. Invitation to Tender

 Section II. Form AGREEMENT

 Section III. Conditions of AGREEMENT and Annexes

 Section IV. Bills of Quantities/Pricing Schedule for SERVICES

SUPPLY DEPARTMENT Tender No. A-17580

1. Form of Invitation to Tender

2. Form of Tenderer’s Response

SUPPLY DEPARTMENT Tender No. A-17580

1. FORM OF INVITATION TO TENDER

SUPPLY DEPARTMENT Tender No. A-17580

1. FORM OF INVITATION TO TENDER

To: …………………………………………………. [Name of TENDERER]

TENDER NO.: [To be filled by bidder As per Invitation to Tender Fax]

TENDER TITLE: [To be filled by bidder As per Invitation to Tender Fax]

SUBJECT: INVITATION LETTER

Manager Supply Department

SUPPLY DEPARTMENT Tender No. A-17580

2. FORM OF TENDERER'S RESPONSE

SUPPLY DEPARTMENT Tender No. A-17580

TENDER NO.: [To be filled by bidder As per Invitation to Tender Fax]

TENDER NAME: [To be filled by bidder As per Invitation to Tender Fax]

a) You may expect to receive our TENDER on or before ....................... 2020

b) We do not intend to submit a TENDER because ..........................................

 Postal address : ................................................................

SIGNED .......................................... TITLE .............................................

TENDERER ........................................... DATE .............................................

SUPPLY DEPARTMENT Tender No. A-17580

3.1 INSTRUCTIONS TO TENDERER(S)

SUPPLY DEPARTMENT Tender No. A-17580

3.1.6 Bidders shall, as part of their bid:

CONTENT OF TENDER DOCUMENTS

Section I: Invitation to Tender, which includes:

Section II: Form of AGREEMENT

SUPPLY DEPARTMENT Tender No. A-17580

Section III: Conditions of AGREEMENT and Annexes:

Section IV. Bills of Quantities/ Pricing Schedule for SERVICES

EXAMINATION OF TENDER INVITATION PACKAGE & EXPLANATION TO TENDERER(S)

SUPPLY DEPARTMENT Tender No. A-17580

AMENDMENT OF TENDER INVITATION PACKAGE

PREPARATION AND SUBMISSION OF TENDERS

SUPPLY DEPARTMENT Tender No. A-17580

3.1.23 ENDERS shall be submitted as separate Packages, as follows:

Package 1: comprises the TENDERER’S Un-priced Proposal shall be submitted under

Volume 2 of 2: HSE Procedures.

Package 2: Commercial Documents submission comprises the TENDERER’S Priced

The pricing should be completed in full by the TENDERER(S).

SUPPLY DEPARTMENT Tender No. A-17580

EMPLOYER’S RIGHT OF SELECTION

CAUTION AND DISCLAIMER

PROVISIONS OF THE FORM OF AGREEMENT

CURRENCY OF THE TENDER

SUPPLY DEPARTMENT Tender No. A-17580

The cost of the Tender Security shall be borne by the TENDERER(S).

A) The TENDER shall be signed by all Partners so as to be legally binding on each

C) Such Joint Venture Agreements shall provide the following:

3) Extent of participation of each Partner in the Joint Venture.

3.1.37 TENDERER(S) shall certify Priced proposal:-

SUPPLY DEPARTMENT Tender No. A-17580

SITE VISIT AND CONDITIONS

RETURN OF DOCUMENTS BY TENDERER(S)

Dated this __________ Day of _ 2016

Signed and sealed this day of _ 2016