Request for Proposal (RFP)

Subconsultant Design Services

DX Park Residential Buildings

Ellington Properties Development LLC

Halcrow International Partnership

17 May 2023
 REQUEST FOR PROPOSAL

TABLE OF CONTENTS

INTRODUCTION TO THE PROJECT

INSTRUCTION TO BIDDERS

APPENDIX A – TENDER QUERY FORMAT

APPENDIX B – TECHNICAL REQUIREMENTS

SECTION 1 SUB-CONSULTANCY AGREEMENT

SCHEDULE 1 - SERVICES

SCHEDULE 2 - PROGRAMME

SCHEDULE 3 - FEE

SCHEDULE 4 – COMPLIANCE WITH PROHIBITION ON BRIBERY AND ANTI-

CORRUPTION LAWS AND SANCTIONS FOR BREACH

SECTION 2 MAIN CONTRACT - CLIENT REQUEST FOR PROPOSAL

Sub-Consultant Service Agreement – [Subconsultant Design Services]

[DX Park Residential Buildings] 2

 REQUEST FOR PROPOSAL

INTRODUCTION TO THE PROJECT

[Please refer Section 2]

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[DX Park Residential Buildings] 3

 REQUEST FOR PROPOSAL

Definitions:

Bidder means the company/firm/individual etc. as the case may be, who is applying for this
RFP.

Procurement Professional means designated employees of the Main Consultant for

procurement and this RFP related support with respect to this RFP.

Proposal means the Bidders financial and technical Proposal to execute the work contained
within and in full compliance with the RFP.

Alternative Proposal means the Bidders financial and technical Proposal to execute the work
forming the RFP, where the Bidder has included one or more exception(s), qualification(s)
and/or deviation(s) to the requirements of this RFP.

Due Date means the date when the Proposal is due for submission.

INSTRUCTION TO BIDDERS

1. The Bidder is invited to provide a Proposal, in support of Jacobs pursuit of the DX Park
Residential Building Project, forming Section 2 ‘Main Contract’.

2. By choosing to submit, the Bidder takes full responsibility for all costs in preparing their
proposal and recognises that Jacobs is making no commitment to the Bidder, should
Jacobs pursuit later become successful.

3. This ‘Instruction to Bidders’ outlines the procedure to be followed for completing and
submitting a Proposal. The Bidder shall comply with these Instructions to Bidders while
preparing its Proposal. Failure to provide all the required materials and information, or
failure to fully comply with these instructions, may result in the rejection of the Proposal.

4. The Bidder must disclose any conflicts of interest that exist or is expected to arise
during bidding and/or during undertaking the project(s), including conflicts related to
the firm's leadership and team members.

5. All documents shall be treated as confidential. The Bidder shall not pass any
documents onto any third party. Should the Bidder consider it necessary to sub-let any
element of this RFP, it shall only be with the prior consent of the Main Consultant.

6. If Bidder decides not to issue a Proposal, the Main Consultant shall be informed
forthwith, where all documents pertaining to this RFP shall be destroyed by the Bidder.
The Bidder shall provide the Main Consultant a declaration that certifies such
destruction with 7 calendar days of having informed the Main Consultant of the
decision not to issue a Proposal.

7. Bidders shall only communicate through the dedicated Procurement Professional

electronic email address used to transmit this RFP. Bidders shall not attempt to make
direct contact with any other personnel or other Bidders during the bidding process.

8. If the Bidder has any questions as to the meaning or intent of any section of this RFP,
the Bidder may submit queries in format provided within Appendix A ‘Tender Query
Format’ to the Procurement Professional. As appropriate, the Procurement
Representative will provide responses to the questions and answers to the Bidder. The

Sub-Consultant Service Agreement – [Subconsultant Design Services]

[DX Park Residential Buildings] 4

 REQUEST FOR PROPOSAL

Procurement Professional will in the same way electronically transmit any modification
to the RFP package (if any) during the bidding period.

9. The last day to submit queries shall be in accordance with the procurement Schedule
below.

10. Bidder shall submit their Proposal on or before the Bid Closing Date in accordance
with the procurement Schedule below.

11. The Proposal shall be compiled in accordance with the following:

a) Bidders shall complete all sections within this RFP and use the soft editable copy
(were provided) and with track changes activated.
b) The Bidder shall furnish the additional documents called for within Appendix B –
Technical Requirements, as part of their Proposal.
c) Bidders shall include a compliance statement within the forefront of their Proposal
containing the following statement:
“We hereby warrant that our Proposal is fully in accordance with the instructions to
Bidders and fully complies with the requirements of the RFP.”
d) Should the Bidder submit an Alternative Proposal, the same compliance statement
shall be made, as above, but with clear list of any technical or commercial
exception(s), qualification(s) and/or deviation(s).
e) The Bidder shall include their full legal name, current business address including
phone number, e-mail address, mailing address, and street address.
f) The Bidder shall insert the appropriate name under Sub-consultants
Representative, within Schedule 1 - Services.
g) The Bidder shall fully consider all the requirements of Section 1 and Section 2 of
this RFP and insert their appropriate programme within Section 1, Schedule 2 –
Programme and fee within Schedule 3 – Fee. The Bidder shall use the pricing
format provided.
h) Proposal Submission Schedule:

Event Date Remark

Last day for issue of Tender Queries NA
Bid Closing Date 18 May 2023 Proposal Due Date.

12. Once submitted, no changes to the Bidders proposal submission shall be entertained.

13. The Main Consultant may disqualify any Proposal which does not comply with the full
RFP requirements and follow the format set out here-in.

14. The Proposal shall be valid for a period not less than i.e.one hundred twenty (120)]
calendar days from the Proposal Due Date.

End.

Sub-Consultant Service Agreement – [Subconsultant Design Services]

[DX Park Residential Buildings] 5

 REQUEST FOR PROPOSAL

APPENDIX A – TENDER QUERY FORMAT

NA

Sub-Consultant Service Agreement – [Subconsultant Design Services]

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 SUB-CONSULTANCY AGREEMENT

APPENDIX B – TECHNICAL REQUIREMENTS

The Bidder shall submit all the information below. This information shall form part of the
Main Consultant basis of evaluation of the Bidders technical capability to perform the
works forming this RFP. Failure to provide such information shall result in the Bidder
being marked down as part of the proposal evaluation process.

 CV’s of key personnel

 Org Chart
 Company profile

Resources Capacities Current projects Overall Specific

Capabilities
availability (size) engagement experience experience
Mention the Mention Mention office Mention top 10 Mention top 10 Mention top
company's number of staff capacity based current projects projects in the 10 projects
capabilities in available per on location and with location, region with with specific
no more than discipline per discipline size, location, size, discipline
150 words office. Provide construction construction experience
CVs (top 3) value, value,
consultant's role, consultant's
project stage, role, project
Client stage, Client
 SUB-CONSULTANCY AGREEMENT

SECTION 1 SUB-CONSULTANCY AGREEMENT

 SUB-CONSULTANCY AGREEMENT

THIS AGREEMENT is made on the …. day of ……………….. 2023

BETWEEN

1. [INSERT JACOBS ENTITY] (the “Main Consultant”); and

2. [SUB-CONSULTANT’S NAME], existing and incorporated in [insert] with registered

number [insert] and with registered address at [insert address] (the “Sub-consultant”).

WHEREAS

A. By an agreement (the “Main Contract”) dated [date of Main Contract] made between
[name of employer] (the “Employer”) and the Main Consultant, the Main Consultant has
agreed to carry out certain services in connection with [name of Project] (the “Project”);
and

B. The Sub-consultant has agreed to perform part of such services and has been fully
informed of the provisions of the Main Contract relevant to those services.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Defined terms

In this Agreement the following words shall have the meaning given to them below.

“Agreement” means this sub-consultancy agreement together with the Schedules

attached to this sub-consultancy agreement;

“Fee” means the amounts to be paid by the Main Consultant to the Sub-
consultant as set out in Schedule 3 (Fee) as may be amended from time
to time in accordance with this Agreement;

“Main Consultant’s Representative” means the person named as such in Schedule 1 or

appointed from time to time by the Main Consultant pursuant to Clause
15 who acts on behalf of the Main Consultant;

“Parties” means the Main Consultant and the Sub-consultant, and “Party” shall
mean any one of the Parties, as the context shall require;

“Programme” means the programme for carrying out the Services set out in Schedule 2
(Programme);

“Services” means the services to be provided by the Sub-consultant as set out in

Schedule 1 (Services), as may be varied from time to time in accordance
with this Agreement; and

“Sub-consultant’s Representative” means the person named by the Sub-consultant and

identified as such in Schedule 1 or appointed from time to time by the
Sub-consultant in accordance with Clause 15, who acts on behalf of the
Sub-consultant.
 SUB-CONSULTANCY AGREEMENT

1.2 Interpretation

In this Agreement:

1.2.1 headings are explanatory only and shall not affect the interpretation of this Agreement;

1.2.2 any reference to “day” shall mean a Gregorian calendar day; and

1.2.3 the terms “includes”, “including”, “in particular” or other similar expression shall be
deemed to be followed by the words “without limitation”.

2. ENTIRE AGREEMENT

2.1 This Agreement embodies the entire agreement between the Parties with respect to the
Project and the Services and all previous undertakings and agreements written or
otherwise between the Parties relating to the Project and the Services are declared to be
of no effect and the Sub-consultant warrants to the Main Consultant that it does not enter
into this Agreement in reliance upon any antecedent representations, undertakings or
promises of any nature whatsoever made by or on behalf of the Main Consultant.

2.2 Subject to Clause 3.7 below, no changes in or modifications to this Agreement shall be
made except by agreement in writing between the Parties.

2.3 Any services performed by the Sub-consultant in respect of the Project prior to the date
of this Agreement shall be deemed to have been performed under and shall be governed
by the terms of this Agreement and, save where otherwise agreed, any payments made by
the Main Consultant in respect of such services shall be deemed to be payments on
account of the Fee.

3. OBLIGATIONS OF THE SUB-CONSULTANT

3.1 The Sub-consultant shall be deemed to have full knowledge of the provisions of the Main
Contract (other than the fees), a copy of which is appended in Schedule 5 (excluding the
fee provisions) the Sub-consultant hereby acknowledges receipt.

3.2 The Sub-consultant shall perform the Services with all reasonable professional skill, care
and diligence to the satisfaction of the Main Consultant and so that no act or omission of
the Sub-consultant in relation thereto shall constitute, cause or contribute to any breach
by the Main Consultant of any of its obligations to the Employer and/or to third parties,
as the case may be, in accordance with the Main Contract. Notwithstanding the foregoing,
the Sub-consultant shall perform and assume all the obligations and liabilities of the Main
Consultant under the Main Contract, including any amendments, in so far as they relate
and apply to the Services as if the same were severally set out herein although there shall
be no privity of contract between the Sub-consultant and the Employer.

3.3 The Sub-consultant acknowledges that a breach by it of this Agreement may cause the
Main Consultant to be in breach of the Main Contract.

3.4 The Sub-consultant shall indemnify the Main Consultant against each and every liability
which the Main Consultant may incur to any person whatsoever (including the Employer)
and against all claims, demands, losses, proceedings, damages, costs and expenses
sustained incurred or payable by the Main Consultant to the same extent that the same
may arise by reason of any negligent act or omission and/or breach by the Sub-consultant
in the performance of its obligations hereunder and in connection with this Agreement.

3.5 The Sub-consultant shall indemnify the Main Consultant against each and every liability
and obligation imposed on the Main Consultant under the decennial liability laws of the
 SUB-CONSULTANCY AGREEMENT

country in which the Project is situated, to the extent that such liability and/or obligation
relates to the Services.

3.6 The Sub-consultant shall notify the Main Consultant as soon as practicable if it becomes
aware of any event or circumstance which is causing or is likely to cause any hindrance
or delay in undertaking the Services, and shall advise what steps are being taken to
mitigate such hindrance or delay.

3.7 If any variation, addition and/or deletion is instructed by the Employer which affects the
Services, the Main Consultant shall inform the Sub-consultant of such instructed change
in writing and the Sub-consultant shall comply with each such instruction and perform
the Services in accordance with the relevant instruction.

3.8 The Sub-consultant shall, and shall ensure that its sub-consultants and suppliers shall,
comply with all applicable laws and regulations in respect of the recruitment and
employment of the workforce engaged on the Project, including in respect of human
trafficking and worker welfare.

3.9 The Sub-consultant warrants that it holds all the licences and permits required by law,
regulations and custom under the applicable law to perform the Services.

3.10 Where the Main Contract provides that the Employer shall have the right to audit the Sub-
consultant’s books and accounts, the Sub-consultant shall provide to the Employer such
access to its, and its sub-consultants’, books and accounts as is necessary to ensure that
the Main Consultant shall not be in breach of the Main Contract.

3.11 The Sub-consultant shall comply with the Programme. In the event the Sub-consultant
fails to comply with the programme, the Sub-consultant shall be liable to pay liquidated
damages at the rate set out in Schedule 2 (Programme). The Main Consultant’s rights
under this Clause 3.11 shall not prejudice any other rights available to the Main Consultant
under this Agreement.

4. INSURANCE

4.1 The Sub-consultant shall procure at its own expense and maintain throughout the period
of the Sub-consultant's duties in connection with the Services, and for ten years thereafter,
professional indemnity insurance for not less than US dollars ten million (USD
10,000,000) in respect of each and every claim.

4.2 In addition to the above, the Sub-consultant shall take out and maintain throughout the
period of the Sub-consultant's Services:

4.2.1 Workmen’s Compensation and Employers' Liability insurance to the extent and as
required by applicable law but with a limit of no less than US dollars one million (USD
1,000,000) (or equivalent in any other currency) any one accident in respect of Employer’s
Liability insurance;

4.2.2 Public Liability insurance with a limit of cover of at least US dollars two million (USD
2,000,000) (or equivalent in any other currency) unlimited in the aggregate;

4.2.3 Automobile Liability insurance, where automobiles will be used in the provision of the
Services, as required by applicable law; and

4.2.4 Any other insurance coverage that the Sub-Consultant is required to purchase and
maintain to comply with applicable law in respect of its obligations and activities under
this Agreement.
 SUB-CONSULTANCY AGREEMENT

4.3 The Sub-consultant’s insurances under Clauses 4.1 and 4.2 above shall be placed with
reputable and substantial insurers, satisfactory to the Main Consultant and shall be
primary as regards insurance carried by the Main Consultant and the Employer. The Sub-
consultant’s insurances under Clause 4.2 shall be endorsed to waive all express or implied
rights of subrogation against the Main Consultant and the Employer. The insurance
coverage required in Clauses 4.2.1 and 4.2.2 above shall include an “indemnity to
principals” provision in favour of the Main Consultant and the Employer with respect to
claims arising from the Sub-consultant’s activities.

4.4 The Sub-consultant shall, whenever required by the Main Consultant, produce to the Main
Consultant a certificate signed by or on behalf of the Sub-consultant's insurers or brokers
stating that insurance complying with this Agreement is in force and the period for which
it has been taken out.

4.5 In the event that the Sub-consultant shall at any time fail to take out or maintain such
insurances, the Main Consultant may take out and maintain such insurances in the Sub-
consultant's name and the Sub-consultant shall pay to the Main Consultant the amount of
all costs and expenses incurred by the Main Consultant in so doing.

4.6 The amount of insurance carried in compliance with the requirements of this Clause 4
shall not to be construed as either a limitation of or satisfaction of the Sub-consultant’s
liabilities under this Agreement or at law.

4.7 The Sub-consultant shall be responsible for all deductibles and/or excesses in respect of
all insurances purchased and maintained by the Sub-consultant.

4.8 The Sub-consultant shall ensure that its own supply chain maintains similar insurances as
required in this Clause 4 as applicable.

5. PAYMENT FOR SERVICES

5.1 In consideration of the Services provided by the Sub-consultant under this Agreement,
the Main Consultant shall pay the Fee to the Sub-consultant as set out in Schedule 3,
provided always that no payments shall be made by the Main Consultant to the Sub-
consultant until the Main Consultant receives from the Employer monies in respect of the
Services and the said sums shall in no event be in excess of the said monies so received.

5.2 The Main Consultant shall make payment to the Sub-consultant within fourteen (14) days
of receipt by the Main Consultant of the relevant monies from the Employer.

5.3 The Fee shall be inclusive of all taxes (excluding value added tax (“VAT”)). If applicable,
the Fee shall also include withholding tax in which case the Main Consultant shall be
entitled to deduct from payment of each invoice an amount for payment of withholding
tax equal to the withholding tax percentage prescribed by Applicable Law. The Main
Consultant shall deduct such amount and pay the deducted amount on behalf of the Sub-
consultant to the relevant authority. The Sub-consultant shall be responsible for and shall
pay all taxes (excluding VAT), duties, import charges, local authorities’ fees and other
duties or charges levied on the Sub-consultant arising out of or in connection with this
Agreement.

5.4 If requested by the Main Consultant, the Sub-consultant must promptly provide the Main
Consultant with details of its VAT registration and such other information as is requested
in connection with the Sub-consultant’s VAT reporting requirements in relation to the
Services or any part thereof.
 SUB-CONSULTANCY AGREEMENT

5.5 The Main Consultant shall have the right of set off against any sum which is due or which
may become due to the Sub-consultant which the Main Consultant believes was
incorrectly paid to the Sub-consultant and/or is contractually or lawfully due and owing
to the Main Consultant from the Sub-consultant pursuant to this Agreement.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 The Sub-consultant as full and unrestricted owner hereby assigns or (as the case maybe)
agrees to assign to the Main Consultant and/or any third parties it elects without charge
and with effect from the date of this Agreement or the creation of the intellectual property
in question (whichever shall be the earlier) the entire copyright and other proprietary
rights in all drawings, details, plans, specifications, schedules, reports, calculations,
computer programs and other work and the designs contained in them (the “Proprietary
Material”) which have been or are hereafter written, created or developed or made by the
Sub-consultant, by any means, in the course of performing the Services or any
developments, enhancements and / or derivatives generated therefrom.

6.2 The Sub-consultant shall be fully entitled under a royalty-free non-exclusive licence
granted by the Main Consultant to use the Proprietary Material to such extent and for so
long as may be necessary for the proper performance of the Services.

6.3 The Sub-consultant shall, if so requested by the Main Consultant at any time, execute
such documents and perform such acts as may be required fully and effectively to assure
to the Main Consultant, and/or any third parties elected by the Main Consultant pursuant
to Clause 6.1 above, the rights referred to in Clause 6.1.

7. CONFIDENTIALITY

7.1 The Sub-consultant shall not during its engagement hereunder (save in the proper course
of its duties hereunder) nor at any time after the expiration or termination of this
Agreement disclose to any person or otherwise make use of any confidential information
which the Sub-consultant has or may become possessed of in the course of providing the
Services and whether relating to the Main Consultant, the Employer, the Project or
otherwise without the prior written authority of the Main Consultant and the Employer.
This restriction shall continue to apply without limitation in point of time unless and until
such information comes properly into the public domain through no fault of the Sub-
consultant.

7.2 The Sub-consultant shall not obtain, take or authorise the taking of or use any, existing or
new, images, video and/or any other media source of the Project without prior written
approval of the Main Consultant. Nor shall the Sub-consultant publicise or advertise or
publish alone, or in conjunction with any other person, any element related to the Project
without prior written approval of the Main Consultant.

8. COMPLIANCE

8.1 The Main Consultant is committed to conducting business honestly, ethically and with
integrity. The Main Consultant requires all its personnel to comply with these same
principles.

The Sub-consultant acknowledges that it has received a copy of the Supplier Code of
Conduct (available at https://www.jacobs.com/suppliers), and the Sub-consultant further
acknowledges that it has made itself familiar with the contents thereof.

8.2 The Sub-consultant warrants that in connection with this Agreement it will (i) adhere to
the Supplier Code of Conduct, and (ii) will act in strict compliance with the applicable
 SUB-CONSULTANCY AGREEMENT

anti-bribery and anti-corruption laws and all such regulations and conventions as set out
in Schedule 4.

9. TERMINATION OR SUSPENSION

9.1 Notwithstanding anything to the contrary contained elsewhere in this Agreement, the
Main Consultant may suspend or terminate this Agreement forthwith by giving written
notice to the Sub-consultant in the event of the Main Contract being suspended or
terminated.

9.2 The Main Consultant may suspend or terminate this Agreement at any time upon giving
at least seven (7) days written notice.

9.3 The Main Consultant may, without prejudice to any other right or remedy, by written
notice to the Sub-consultant forthwith terminate this Agreement, if:

(a) the Main Contract is terminated in consequence of a breach of this Agreement by

the Sub-consultant; or

(b) the Sub-consultant fails to proceed with the Services with due diligence or fails
to comply with the Programme after being notified in writing so to do by the Main
Consultant; or

(c) the Sub-consultant fails to execute the Services or to perform its other obligations
in accordance with this Agreement after being notified in writing so to do by the
Main Consultant; or

(d) the Sub-consultant commits any breach of the principles set out under the Jacobs
Supplier Code of Conduct and/or Clause 14.2; or

(e) the Sub-consultant becomes bankrupt or insolvent, goes into receivership or

liquidation, makes an assignment for the benefit of its creditors and/or has any
similar or analogous event occur in respect of them.

9.4 If notice is given by the Employer to suspend the performance of the Services and there
is subsequent valid notice of resumption then the Main Consultant may require the Sub-
consultant to resume performance of the Services accordingly and in such event the Sub-
consultant shall as soon as reasonably practicable resume the performance of the Services
in accordance with this Agreement and the Employer’s instructions.

9.5 Upon suspension or termination of this Agreement, the Sub-consultant shall take
immediate steps to suspend the Services in accordance with the notice issued under Clause
9.4 above or bring the Services to an end in an orderly manner but with all reasonable
speed and economy. The Sub-consultant shall cause to be delivered to the Main
Consultant all the Proprietary Material (whether in the course of preparation or
completed) referred to in Clause 6.1 of this Agreement as well as all material, equipment,
facilities, software, hardware and all and any other matters received by the Sub-consultant
from the Main Consultant or third parties in the course of performance of the Services.

9.6 In the event of suspension or termination of this Agreement pursuant to Clauses 9.1 or 9.2
above and/or the resumption of the Services pursuant to Clause 9.4, the Sub-consultant
shall be entitled to be paid such sums as are reasonable in all the circumstances having
regard to the provisions of the Main Contract and Schedule 3 of this Agreement, the extent
of the Services, delivered and approved under this Agreement, at the date of suspension
or termination and/or the nature, extent and duration of the suspension, as the case may
be, provided always that such entitlement shall be dependent upon receipt by the Main
Consultant from the Employer of monies as aforesaid and shall not exceed the portion of
such sums attributable to the Services and the Sub-consultant.
 SUB-CONSULTANCY AGREEMENT

9.7 Without prejudice to the provisions of Clause 9.3 above if, in the reasonable opinion of
the Main Consultant, it appears that the Sub-consultant is not performing the Services in
accordance with this Agreement and the Sub-consultant fails to remedy such non-
compliance promptly and with due diligence upon the Main Consultant’s request so to do,
the Main Consultant may, by written notice to the Sub-consultant withdraw from the Sub-
consultant the whole or part of the Services remaining to be completed (the “Withdrawn
Services”) and suspend payment.

9.8 The Main Consultant may complete (or procure completion of) the Withdrawn Services
and may also, without payment of compensation, use any of the Sub-consultant’s
documents and/or methods of working prepared for the Services as are reasonably
required by the Main Consultant (or the party procured to complete such services) to
complete the Withdrawn Services. The Main Consultant shall keep records of the cost of
completing the Withdrawn Services.

9.9 When the Withdrawn Services have been completed, the Main Consultant shall inform
the Sub-consultant about the cost thereof and the difference (if any) between that cost and
the amount which would otherwise have been paid to the Sub-consultant for the
satisfactory completion of those Services. If the Sub-consultant is indebted to the Main
Consultant, the Main Consultant shall be entitled to recover the same as a debt from the
Sub-consultant. Without prejudice to the aforegoing, the Main Consultant shall be
entitled to retain the Sub-consultant’s documents and methods for working taken under
Clause 9.8.

9.10 Both Parties expressly acknowledge that by signing this Agreement they consent to the
other Party’s entitlement to terminate this Agreement pursuant to this Clause 9, without
the need to obtain a court order.

10. EXCLUSIVITY AND NON-POACHING

10.1 The Sub-consultant hereby guarantees exclusive engagement to the Main Consultant for
the purposes of the Project and warrants that it has not, and will not, directly or indirectly,
enter into any other arrangement for carrying out work on the Project with or for any third
party or parties without the prior written consent of the Main Consultant (such consent
not to be unreasonably withheld).

10.2 During the term of this Agreement and for a period of twelve (12) months after completion
of the Services or the date of the termination of this Agreement (whichever comes first),
the Sub-consultant shall not without the prior written consent of the Main Consultant
solicit the employment of any employee of the Main Consultant who is (at the date of this
Agreement or at any time during the performance of this Agreement) involved in the
performance of the Main Consultant’s obligations under this Agreement and/or the Main
Contract.

11. EMPLOYER

11.1 Unless approved otherwise in writing, the Sub-consultant shall not contact the Employer.
All submission of deliverable, communications, meetings and interactions about any
matter concerning the Project or the Services shall be conducted through, and undertaken
in the presence of, the Main Consultant, as the case may be. The Sub-consultant shall
inform the Main Consultant immediately of any communication from the Employer and
any response thereto shall be approved in advance by, and copied to, the Main Consultant.

11.2 Nothing herein contained shall be construed as creating any privity of contract between
the Sub-consultant and the Employer.
 SUB-CONSULTANCY AGREEMENT

12. GOVERNING LANGUAGE

12.1 The ruling language of this Agreement shall be the English language which shall be used
by the Sub-consultant in all written communications with the Main Consultant in respect
of the Services. All documents procured or prepared by the Sub-consultant in relation to
the Services shall be in English, unless otherwise required in Schedule 1 (Services) and/or
the Main Contract. This Clause shall be without prejudice to the governing language
prescribed in the Main Contract in relation to the Services.

13. DISPUTE RESOLUTION

13.1 Where any dispute or difference arises between the Parties under or in connection with
this Agreement (“Dispute”), either Party may notify the other Party of such Dispute in
writing and the Parties shall meet and make every reasonable effort to settle such Dispute
amicably between themselves.

13.2 Where the Parties have failed to resolve any Dispute referred to in the notice served
pursuant to Clause 13.1 above within twenty-eight (28) days of such notice, either Party
may, by written notice, refer the Dispute to arbitration in accordance with the [insert
relevant arbitration rules]. The language of the arbitration shall be English and the place
of arbitration shall be [insert relevant place]. The arbitral decision shall be final and
binding upon the Parties and shall be in lieu of any other remedy. [NOTE: Delete if
arbitration is not applicable]]

OR

Where the Parties have failed to resolve any Dispute referred to in the notice served
pursuant to Clause 13.1 above within twenty-eight (28) days of such notice, either Party
may, by written notice, refer the Dispute to the competent courts of [insert relevant
jurisdiction]. [NOTE: Delete if court is not applicable]]

14. APPLICABLE LAW

This Agreement shall be governed by the law of [insert country] (“Applicable Law”).
[NOTE: Delete if applicable law will be UAE]

OR

This Agreement shall be governed by the law of [insert relevant Emirate] and the federal
law of the United Arab Emirates as may be applicable in the Emirate of [insert relevant
Emirate] (“Applicable Law”). [NOTE: Delete if the applicable law will not be UAE]

15. REPRESENTATIVES

The Main Consultant’s Representative

15.1 The Main Consultant shall appoint the Main Consultant’s Representative and shall give
him all authority necessary to act on the Main Consultant’s behalf under this Agreement.

15.2 If the Main Consultant’s Representative is not named in Schedule 1, the Main Consultant
shall notify the Sub-consultant of the name and the particulars of the person appointed,
within seven (7) days from the date of this Agreement.

15.3 The Main Consultant may change the Main Consultant’s Representative from time to time
and shall promptly notify the Sub-consultant of the name and particulars of any
replacement so appointed.
 SUB-CONSULTANCY AGREEMENT

The Sub-consultant’s Representative

15.4 The Sub-consultant shall appoint the Sub-consultant’s Representative and shall give him
all authority necessary to act on the Sub-consultant’s behalf under this Agreement at all
times. If the Sub-consultant’s Representative is not named in Schedule 1, the Sub-
consultant shall, within seven (7) days from the date of this Agreement, submit to the
Main Consultant for its consent (such consent not to be unreasonably withheld or delayed)
the name and particulars of the person the Sub-consultant proposes to appoint as the Sub-
consultant’s Representative. If consent is withheld or subsequently revoked, or if the
appointed person fails to act as Sub-consultant’s Representative in the reasonable opinion
of the Main Consultant, the Sub-consultant shall similarly submit the name and particulars
of another suitable person for such appointment.

15.5 The Sub-consultant’s Representative shall attend meetings arranged by the Main
Consultant and shall be responsible for receiving and executing the Main Consultant’s
instructions. The Sub-consultant shall not, without the prior consent of the Main
Consultant (not to be unreasonably withheld or delayed), revoke the appointment of the
Sub-consultant’s Representative or appoint a replacement.

16. COMMUNICATIONS

16.1 Each formal communication given or required to be given by this Agreement (including,
but not limited to, notices to be given under Clause 9) shall be:

(a) in writing using the English language and addressed to the Party receiving such
communication at the address in Clause 16.3 below (or such other address as either
Party may from time to time notify to the other in writing);

(b) signed by the Party giving the communication;

(c) delivered, subject to Clause 16.2 below, by courier or email;

(d) taken as having been received by the receiving Party, in the case of courier
delivery, upon receipt by the receiving Party as evidenced on the date shown on
the courier’s acknowledgment of delivery and, in case of email delivery, on the
date and time the email is sent unless that time is outside the usual business hours
for the receiving Party, in which case the communication is deemed to have been
received on the following business day.

16.2 All notices issued under Clause 13 (Disputes) shall be only be issued by courier.

16.3 The addresses for the receipt of communications under this Agreement
shall be as follows:
The Main Consultant
Address (to include physical address for courier delivery):
Attention:
Email address:
Telephone number:
 SUB-CONSULTANCY AGREEMENT

The Sub-consultant
Address (to include physical address for courier delivery):
Attention:
Email address:
Telephone number:

17. MISCELLANEOUS

17.1 The Sub-consultant shall not be, nor represent itself as, an agent for the Main Consultant
and shall not be entitled to pledge the credit of or incur liabilities or obligations which
bind or which may bind the Main Consultant without the prior written consent of the Main
Consultant. Nothing in this Agreement shall create or be deemed to create a partnership
between the Parties.

17.2 The Main Consultant wishes to have good working relationships with its sub-consultants
and suppliers, and embraces the ethos of partnering in such relationships. The Sub-
consultant is encouraged to propose arrangements that would help foster a cooperative
and harmonious working relationship with the Main Consultant that would be to the
benefit of both Parties and to the Project.

17.3 The Main Consultant shall be entitled to novate this Agreement to an affiliate of the Main
Consultant at any time and, within fourteen (14) days of receiving a written request from
the Main Consultant so to do, the Sub-consultant shall enter into a novation agreement in
the form to be provided by the Main Consultant.

17.4 Subject to Clause 17.3 above, neither Party may assign, transfer or charge any of its rights
or obligations under this Agreement without the prior consent of the other Party.

17.5 None of the terms or conditions of this Agreement shall be considered waived by a Party
unless such waiver is given in writing to the other Party. No such waiver shall be a waiver
of any past or future default, breach or modification of any of the terms or conditions of
the Agreement unless expressly stipulated in such waiver.

17.6 If any term, condition or provision contained in this Agreement shall be held to be invalid,
unlawful or unenforceable to any extent, such term, condition or provision shall not affect
the validity, legality or enforceability of the remaining parts of this Agreement.

17.7 Upon termination, suspension or close-out of the Agreement, the Sub-consultant shall
cause to be delivered to the Main Consultant all Proprietary Material, assets, equipment,
facilities, software, hardware and all and any other matters received by the Sub-consultant
from the Main Consultant or third parties in the course of performance of the Services.

17.8 In the event of conflict between the terms and conditions of this Agreement and the Main
Contract, or ambiguity in relation to the interpretation of pertinent provisions, in relation
to the Sub-consultant’s right, liabilities and obligations, the more stringent provisions, to
the extent provided to the Sub-consultant, shall apply.

17.9 Termination or expiry of this Agreement shall not affect the continuing rights and
obligations of the Parties pursuant to Clauses 4 (Insurance), 5 (Payment for Services), 6
(Intellectual Property Rights), 7 (Confidentiality), 10.2 (Non-Poaching), 13 (Dispute
Resolution), 14 (Applicable Law), 16 (Communications), 17 (Miscellaneous) and/or any
other provision of this Agreement that is intended to survive termination or expiration of
this Agreement.
 SUB-CONSULTANCY AGREEMENT

17.10 This Agreement may be executed in any number of counterparts and by the Parties on
separate counterparts but shall not be effective until each Party has executed at least one
counterpart. Each counterpart shall constitute an original of this Agreement but all the
counterparts together constitute one and the same instrument.

EXECUTED for and on behalf of

[JACOBS ENTITY]

Signature: ………………………

Name:……………………………..

Title: Authorised Signatory

EXECUTED for and on behalf of

[INSERT SUB-CONSULTANT’S NAME]

Signature: ……………………………

Name:……………………………….

Title:…………………………………
 SUB-CONSULTANCY AGREEMENT

SECTION 1 SUB-CONSULTANCY AGREEMENT

SCHEDULE 1 – SERVICES

Details of the Services to be carried out by the Sub-consultant

1. General

1.1. The Sub-consultant shall ensure that the Services comply with the requirements of
the Main Contract.

2. Scope of Services

[Please refer Section 2- Main Contract – Client RFP and Screenshot]

NOTE:

Please note that Pre-Concept design is excluded from this Bid and please refer the
attached Screenshot for the updated Scope which comprises of actual 5 buildings (Bldg
1, Bldg 2, Bldg 4, Bldg 5, Bldg 6) at Plot 1, 3 & 4 and the building (Bldg 3) at plot 2 is
deleted from scope.
 SUB-CONSULTANCY AGREEMENT

SECTION 1 SUB-CONSULTANCY AGREEMENT

SCHEDULE 2 – PROGRAMME

The Services shall be provided in accordance with the following programme:

[Please refer Section 2 – Main Contract – Client RFP – Sec 5 – Proposed Timeline]

Liquidated damages for delay pursuant to Clause 3.11 of this Agreement shall be
applicable at the rate of 2% per week (or part thereof), capped at twenty (20%) of the
Fee.
 SUB-CONSULTANCY AGREEMENT

SECTION 1 SUB-CONSULTANCY AGREEMENT

SCHEDULE 3 – FEE

The total fixed fee for the Services shall be AED xxxxxxxx.

The schedule of payment shall be in accordance with the Main Contract.

Part 1 Details of Fees and Expenses

Design Description AED

Stage
1 Concept Design
2 Schematic Design
3 Detailed Design
4 Tender Documents (Inc IFC)
Total (AED)
5 Construction Supervision (Optional)

The Fee shall be inclusive of all taxes and withholdings except for any value added tax
(“VAT”). VAT shall be added to the Sub-consultant’s invoice at the statutory rate in effect
at the date of invoice.

Part 2 Details of Time and Method of Payment

Payment of said invoices is subject to the satisfactory completion of the deliverables in

accordance with the Main Contract and this Agreement and shall be made within fourteen
(14) days of receipt of payment from the Employer in accordance with Clause 5.2 of this
Agreement.
 SUB-CONSULTANCY AGREEMENT

SECTION 1 SUB-CONSULTANCY AGREEMENT

SCHEDULE 4 – COMPLIANCE WITH PROHIBITION ON BRIBERY AND ANTI-

CORRUPTION LAWS AND SANCTIONS FOR BREACH

Definitions

In this Schedule 4 the following words shall have the meaning given to them below:

Government Official means any officer or employee of a national government; or any state,
province, county or city, or other regional or local government; or any department, agency, or
instrumentality thereof; or of a public international organization; or any person acting in an official
capacity for or on behalf of any such government or department, agency, or instrumentality, or on
behalf of any such public international organization; or an official of any political party, or a
candidate for political office or anyone acting on their behalf; or a member of a royal family, tribal
chief, or other person with government immunity or status.

The Main Consultant means the Main Consultant and all of its affiliates, subsidiaries and
majority owned or controlled Joint Ventures or similar arrangements worldwide.

Relative means spouse, domestic partner (registered or otherwise), civil union partner or life
partner (“Significant Other”); the Significant Other’s siblings, parents (whether biological, foster
or adoptive), grandparents (whether biological, foster or adoptive), children (whether biological,
foster or adopted), step children, legal wards, nieces, nephews, aunts, uncles, and first cousins; the
spouses of any of these people; and any other individuals who share the same household.

Obligations on the Sub-consultant

Jacobs Engineering Group Inc (“Jacobs”) is committed to complying with the applicable anti-
corruption laws of the countries in which Jacobs and its affiliates operate, including the United
States Foreign Corrupt Practices Act (“FCPA”), UK Bribery Act, and other applicable laws
dealing with bribery or corrupt practices. The Main Consultant, being a company within the
Jacobs group of companies, therefore requires the third parties with which it contracts, including
the Sub-consultant, along with the Sub-consultant’s employees and agents, to comply with the
Main Consultant’s Supplier Code of Conduct and the Main Consultant’ Code of Conduct (if the
Third Party is a Representative or Joint Venture Partner) when acting on behalf of the Main
Consultant or in connection with this Agreement . The Sub-consultant understands and
acknowledges the importance to the Main Consultant of compliance with these obligations and
agrees to abide by the terms and spirit of this Schedule .

The Sub-consultant represents, warrants and covenants to the Main Consultant, as of the date of
this Agreement and the date that any invoice for goods or services is submitted, that:

1. Neither the Sub-consultant, nor any of its equity holders, partners, officers, directors,
employees, representatives, affiliates, sub-contractors, or other agents shall, directly or
indirectly, offer, pay, promise to pay, or authorize the payment of any money, or offer, give,
promise to give, or authorize the giving of any financial or other advantage or anything else of
value to

1.1 any Government Official for the purpose of (i) influencing or rewarding any act or
decision of such official, employee, party or candidate, or (ii) inducing such official,
employee, party or candidate to do or omit to do any act in violation of his or her
lawful duty, or (iii) inducing such official, employee, party or candidate to use its or
his influence with a foreign government or instrumentality thereof to affect or
 SUB-CONSULTANCY AGREEMENT

influence any act or decision of such government or instrumentality, or (iv) securing

any improper advantage for the Main Consultant; or

1. 2 any officer, employee, agent, or representative of another company or organization,

without that company’s or organization’s knowledge and consent, with the intent to
influence the recipient’s action with respect to his or her company’s business, or to
gain a commercial benefit to the detriment of the recipient’s company or organization,
or to induce the recipient to violate a duty of loyalty to his employer.

2. No payment, promise to pay, authorization, offer or gift of the sort described in this Schedule
4 has been made in connection with any work performed or service provided for or on behalf
of the Main Consultant.

3. The Sub-consultant shall at all times be bound by and strictly comply with all applicable
laws concerning bribery, money laundering, or corrupt practices or which in any manner
prohibit the giving of anything of value to any Government Official, or to any officer,
director, employee or representative of any other organization.

4. Except as disclosed, none of the Sub-consultant’s equity holders, partners, officers, directors,
employees or agents is or, without giving prior written notice to the Main Consultant, will
become an official or employee of any government, or of any department, agency or
instrumentality of any government, or of any political party, or of any public international
organization.

5. The Sub-consultant has not received any notice, subpoena, demand or other communication
(whether oral or written) from any governmental authority at any time in the last five (5)
years regarding the Sub-consultant’s actual, alleged, possible or potential violation of, or
failure to comply with, any laws, regulations or industry codes governing bribery, money
laundering, or other corrupt practices or behavior; and to the best of its knowledge, the Sub-
consultant is not now, and has not been at any time in the last five (5) years, the subject of
any governmental investigation, audit, suit or proceeding (whether civil, criminal or
administrative) regarding its actual, alleged, possible or potential violation of, or failure to
comply with, any such laws, regulations or industry codes.

6. Periodically as requested by the Main Consultant, the Sub-consultant shall cause one of its
authorized officers to execute and deliver to the Main Consultant a Certification Regarding
Bribery and Corruption (Attachment B to the Due Diligence Policy) that confirms the Sub-
consultant’s continued compliance with the provisions of this Schedule 4.

7. The Sub-consultant shall require any subcontractors or other persons or entities that provide
services to the Sub-consultant in connection with the Sub-consultant’s obligations under
this Agreement to agree to and abide by the representations, warranties and covenants in
this Schedule 4.

8. The Sub-consultant shall promptly notify the Main Consultant of (a) the occurrence of any
fact or event that would render any representation, warranty, covenant or undertaking in this
Schedule 4 incorrect or misleading, (b) any notice, subpoena, demand or other
communication (whether oral or written) from any governmental authority regarding the
Sub-consultant’s actual, alleged, possible or potential violation of, or failure to comply with,
any laws or regulations governing bribery, money laundering, or other corrupt payments,
and (c) any governmental investigation, audit, suit or proceeding (whether civil, criminal or
administrative) regarding the Sub-consultant’s violation of, or failure to comply with, any
such laws or regulations.

9. The Sub-consultant shall maintain true, accurate and complete books and records with
respect to all payments made to third parties in connection with this Agreement or that relate
in any way to the goods or services provided to the Main Consultant. Should the Main
 SUB-CONSULTANCY AGREEMENT

Consultant learn of information suggesting that the Sub-consultant may have failed to
comply with any provision of this Schedule 4, the Main Consultant or its designee shall
have the right, at any time during the term of this Agreement and for a period of five (5)
years thereafter, to audit the Sub-consultant’s financial and other books and records relating
to its performance under this Agreement.

10. The Sub-consultant warrants that each invoice will be accurate in every respect. For all
costs claimed that relate to payments made to third parties, the Sub-consultant will maintain,
and will provide to the Main Consultant upon reasonable request, receipts or other
supporting documentation that adequately indicate the amount and purpose of the expense.
Any expenses paid to or on behalf of a government official, health care professional, or
other person affiliated in any way with a government institution must be specifically noted
as such on the invoice sent to the Main Consultant.

11. The Sub-consultant shall cooperate fully with the Main Consultant in connection with the
investigation of any allegation, event, fact or occurrence which calls into question the Sub-
consultant’s compliance with any representation, warranty, or covenant in this Schedule 4.
If requested by the Main Consultant, the Sub-consultant shall (a) appoint an executive with
sufficient seniority and authority to respond to requests from the Main Consultant, and (b)
promptly furnish such records and information, and provide access to such of its employees,
contractors and consultants, as may be reasonably requested by the Main Consultant in
connection with any such investigation.

12. Notwithstanding anything to the contrary in this Agreement, the Main Consultant may, in
addition to its other remedies, immediately terminate this Agreement in the event the Main
Consultant should receive information which it determines in its sole discretion to be evidence
of a breach by the Sub-consultant of any representation, warranty, or covenant set forth in this
Schedule 4. In the event of such termination, the Main Consultant shall have no liability to
the Sub-consultant for any fees, reimbursements or other compensation under this Agreement,
including for services previously performed, and the Sub-consultant shall defend and
indemnify the Main Consultant for any third-party loss, cost, claim, or damage resulting from
the breach of this Schedule 4 and the Main Consultant’s termination of this Agreement.

13. The Sub-consultant may not subcontract its services to another Third Party, except as
disclosed, in writing, and with the prior written approval of the Main Consultant.

14. To the best of the Sub-consultant’s knowledge and belief, no employee or other person who
will be involved in providing services under this Agreement is a Government Official or a
Relative of a Government Official. If, at any time during the term of this Agreement, the
Sub-consultant becomes aware or suspects that an employee or other person who is or will
be involved in providing services under this Agreement is a Government Official or a
Relative of a Government Official, the Sub-consultant will immediately notify the Main
Consultant in writing. In the event of such notice by the Sub-consultant, the Main
Consultant may terminate this Agreement with immediate effect and without penalty to the
Main Consultant or the obligation to make further payments. If the Sub-consultant fails to
comply with the foregoing notice requirements, the Main Consultant may terminate this
Agreement. For the purposes of this Clause “Relative” means the individual’s spouse; the
individual’s and the spouse’s grandparents, parents, siblings, children, nieces, nephews,
aunts, uncles and first cousins; the spouse of any of these people; and any other individuals
who share the same household with the Government Official.

15. The Sub-consultant has not and will not, in connection with the services contemplated by
this Agreement or in connection with any other business transactions involving the Main
Consultant, make or promise to make any payment or transfer anything of value, directly or
indirectly, (i) to any Government Official; (ii) to any political party; (iii) to another Third
Party for payment to any Government Official or any political party; (iv) to any officer,
director, employee or representative of any actual or potential customer of any member of
 SUB-CONSULTANCY AGREEMENT

the Main Consultant; (v) to any officer, director or employee of the Main Consultant or any
of its affiliates; or (vi) to any other person or entity if such payment or transfer would violate
applicable law, including but not limited to the laws of the country in which the payment is
made or the laws of the United States of America. It is the intent of the parties that no
payments or transfers of value shall be made which have the purpose or effect of public or
commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful
or improper means of obtaining business. This clause shall not, however, prohibit normal
and customary modest business entertainment or the giving of business mementos of
nominal value.

16. The Sub-consultant agrees to promptly advise the Main Consultant of any change in
ownership or change in control. A change in ownership or control shall mean: (i) For
privately held entities any single investor who either acquires or transfers more than 10%
of his/her equity ownership or a change of more than half the members of the governing
body; and (ii) For publicly held entities any single investor who acquires more than 10% of
the publicly trades shares or who appoints more than one third of the board of directors.

17. Termination in the event the Sub-consultant engages in unlawful conduct. In the event that
there is credible information that someone employed by, retained by, or acting on behalf of,
or as agent for the Sub-consultant has violated or is about to violate the Code of Conduct,
the Supplier Code of Conduct, or an international Anti-Corruption Law, the Main
Consultant shall determine the appropriate course of conduct; provided however, that the
Main Consultant reserves the right to take such action as deemed appropriate to mitigate the
Main Consultant’ risk, up to and including termination of this Agreement. In the event of
termination under this clause, no further costs or fees will be due or owing, and the Sub-
consultant agrees to refund all costs and fees paid under this Agreement. In the event the
Main Consultant terminates this Agreement for violation or breach of any of the clauses in
the section, the Main Consultant shall have the right to full restitution of all payments made
under this Agreement.

18. In event the Sub-consultant fails or refuses upon request to provide information concerning
any of the matters referred to above, the Main Consultant reserves the right to take such
action as deemed appropriate to mitigate the Main Consultant’s risk, up to and including
termination of this Agreement.

19. The Sub-consultant may not assign or transfer any of its rights or obligations under the
Agreement without the Main Consultant’s prior written consent.

20. The Sub-consultant shall immediately notify the Main Consultant of any request it receives
to take any action that might constitute a violation of this Agreement.
 SUB-CONSULTANCY AGREEMENT

SECTION 2 MAIN CONTRACT