Professional Documents
Culture Documents
Falcon Island Villas Infra. Works00
Falcon Island Villas Infra. Works00
AL KHAIMAH, UAE
OF
1.0 INTRODUCTION
The Employer's vision is for a development of Falcon Island Villas (North & South) within
the Emirate of Ras Al Khaimah in the United Arab Emirates.
The scope of works consists of all infrastructure works including all external roads and
pavings including mechanical and electrical engineering services like storm water,
sanitary sewer, irrigation, fire fighting, portable water, telecommunications, LV and HV
power and ancillary buildings.
2.1 Location
The location of the building will be on Falcon Island (North & South), Ras Al Khaimah,
United Arab Emirates.
A. Cooperate fully with separate contractors so work on those contracts may be carried
outsmoothly, without interfering with or delaying work under this Contract or other
contracts. Co-ordinate the Work of this Contract with work performed under separate
contracts.
B. Contract work under this package interfaces and therefore needs to be co-coordinated with
3. Main works including but not limited to: including and not limited to:
4 .Landscaping Works.
AL HAMRA VILLAGE ISLANDS
FALCON ISLAND VILLAS DEVELOPMENT RAS AL KHAIMAH, U.A.E
GENERAL SUMMARY
Geotechnical Investigation & Trial Trench 17 10-May-23 29-May-23 0 29-May-23, Geotechnical Investigation & Trial Trench
Site Prepartion Works 12 16-May-23 29-May-23 0 29-May-23, Site Prepartion Works
Accessways (7m Wide) 278 30-May-23 03-May-24 7 03-May-24,Accessways (7m Wide)
Accessways (6m Wide) 189 25-Sep-23 11-May-24 0 11-May-24,Accessways (6m Wide)
Accessways (4.5m Wide) 184 16-Sep-23 27-Apr-24 5 27-Apr-24,Accessways (4.5m Wide)
Ancillary Buildings 187 15-Sep-23 30-Apr-24 3 30-Apr-24,Ancillary Buildings
Swimming Pools 140 03-Nov-23 23-Apr-24 9 23-Apr-24, Swimming Pools
Testing & Commissioning 130 20-Dec-23 25-May-24 0 25-May-24, Testing & Commissioning
Actual Level of Effort Remaining Work Milestone Date Revision Checked Approved
ENERVO Contracting
27-Mar-23 BL
Actual Work Critical Remaining Work summary BL Program
Falcon Island Villas Development ( Infrastructure Works) - North South
Base Line Program
Activity ID Activity Name Orig. Start Finish Total 2023 2024
Dur. Float
Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct
Storm Water-Drainage 39 20-Jan-24 05-Mar-24 43 05-Mar-24, Storm Water-Drainage
Potable Water 39 30-Jan-24 14-Mar-24 35 14-Mar-24, Potable Water
Electrical Works 59 04-Mar-24 16-May-24 0 16-May-24, Electrical Works
Telecommunication 33 28-Feb-24 05-Apr-24 16 05-Apr-24, Telecommunication
Irrigation & FF works 39 01-Mar-24 20-Apr-24 8 20-Apr-24, Irrigation & FF works
Street Lighting Works 33 23-Feb-24 01-Apr-24 20 01-Apr-24, Street Lighting Works
Road works 18 22-Apr-24 11-May-24 0 11-May-24, Road works
Snagging & De Snagging 19 04-May-24 25-May-24 0 25-May-24, Snagging & De Snagging
Close Out & Handing Over 91 05-Feb-24 25-May-24 0 25-May-24, Close Out & Handing Over
Actual Level of Effort Remaining Work Milestone Date Revision Checked Approved
ENERVO Contracting
27-Mar-23 BL
Actual Work Critical Remaining Work summary BL Program
Falcon Island Villas Development ( Infrastructure Works) - North
Base Line Program
Activity ID Activity Name Orig. Start Finish Total 2023 2024
Dur. Float
Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct
Falcon Island Villas Development ( Infrastructure Works) - North 426 27-Mar-23 25-May-24 0 25-May-24, Falcon Island Villas Development ( Infrastructu
Geotechnical Investigation & Trial Trench 17 10-May-23 29-May-23 0 29-May-23, Geotechnical Investigation & Trial Trench
Site Prepartion Works 12 16-May-23 29-May-23 0 29-May-23, Site Prepartion Works
Accessways (7m Wide) 280 30-May-23 06-May-24 5 06-May-24,Accessways (7m Wide)
Accessways (6m Wide) 239 28-Jul-23 11-May-24 0 11-May-24,Accessways (6m Wide)
Accessways (4.5m Wide) 196 16-Sep-23 11-May-24 0 11-May-24,Accessways (4.5m Wide)
Ancillary Buildings 187 15-Sep-23 30-Apr-24 22 30-Apr-24,Ancillary Buildings
Swimming Pools 140 03-Nov-23 23-Apr-24 9 23-Apr-24, Swimming Pools
Testing & Commissioning 142 06-Dec-23 25-May-24 0 25-May-24, Testing & Commissioning
Actual Level of Effort Remaining Work Milestone Date Revision Checked Approved
ENERVO Contracting
27-Mar-23 BL
Actual Work Critical Remaining Work summary BL Program
Falcon Island Villas Development ( Infrastructure Works) - North
Base Line Program
Activity ID Activity Name Orig. Start Finish Total 2023 2024
Dur. Float
Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct
Electrical Works 59 04-Mar-24 16-May-24 0 16-May-24, Electrical Works
Telecommunication 33 28-Feb-24 05-Apr-24 16 05-Apr-24, Telecommunication
Irrigation & FF works 39 01-Mar-24 20-Apr-24 8 20-Apr-24, Irrigation & FF works
Street Lighting Works 33 23-Feb-24 01-Apr-24 20 01-Apr-24, Street Lighting Works
Road works 18 22-Apr-24 11-May-24 0 11-May-24, Road works
Snagging & De Snagging 19 04-May-24 25-May-24 0 25-May-24, Snagging & De Snagging
Close Out & Handing Over 103 22-Jan-24 25-May-24 0 25-May-24, Close Out & Handing Over
Actual Level of Effort Remaining Work Milestone Date Revision Checked Approved
ENERVO Contracting
27-Mar-23 BL
Actual Work Critical Remaining Work summary BL Program
Project Cash Flow Histogram
Project : Construction, Completion & Defects Liability of Infrastructure works for Falcon Island Villas (SOUTH)
Client: Al Hamra Real Estate Development L.L.C.
Consultant: JT & Partners (JT+P)
18,000,000 120.00%
Preliminary Cash Flow‐Cost Curve
16,000,000
95.13%
14,000,000
89.62%
71.60%
10,000,000
61.07% 60.00%
8,000,000
50.06%
4,586,965
4,580,090
6,000,000 40.00%
38.05%
4,206,907
4,019,037
3,673,773
3,482,809
3,208,584
2,709,785
4,000,000 26.06%
2,156,370
2,105,955
20.00%
1,431,469
1,204,221
16.94%
2,000,000
427,378
397,970
9.84%
4.20%
‐ 1.04% 0.00%
Month 01 Month 02 Month 03 Month 04 Month 05 Month 06 Month 07 Month 08 Month 09 Month 10 Month 11 Month 12 Month 13 Month 14
Period (Planned) 397,970 1,204,221 2,156,370 2,709,785 3,482,809 4,580,090 4,586,965 4,206,907 4,019,037 3,673,773 3,208,584 2,105,955 1,431,469 427,378
Cumulative (Planned) 397,970 1,602,191 3,758,561 6,468,346 9,951,155 14,531,245 19,118,210 23,325,117 27,344,154 31,017,927 34,226,511 36,332,466 37,763,935 38,191,314
Progress (Planned) 1.04% 4.20% 9.84% 16.94% 26.06% 38.05% 50.06% 61.07% 71.60% 81.22% 89.62% 95.13% 98.88% 100.00%
Project : Construction, Completion & Defects Liability of Infrastructure works for Falcon Island Villas (NORTH)
Client: Al Hamra Real Estate Development L.L.C.
Consultant: JT & Partners (JT+P)
18,000,000 120.00%
Preliminary Cash Flow‐Cost Curve
16,000,000
95.13%
14,000,000
89.62%
71.60%
10,000,000
61.07% 60.00%
8,000,000
50.06%
6,000,000 40.00%
38.05%
4,156,674
4,150,444
3,812,269
3,642,021
3,329,146
3,156,096
2,907,595
4,000,000
2,455,587
26.06%
1,954,087
1,908,401
20.00%
1,297,187
1,091,257
16.94%
2,000,000
387,287
360,637
9.84%
4.20%
‐ 1.04% 0.00%
Month 01 Month 02 Month 03 Month 04 Month 05 Month 06 Month 07 Month 08 Month 09 Month 10 Month 11 Month 12 Month 13 Month 14
Period (Planned) 360,637 1,091,257 1,954,087 2,455,587 3,156,096 4,150,444 4,156,674 3,812,269 3,642,021 3,329,146 2,907,595 1,908,401 1,297,187 387,287
Cumulative (Planned) 360,637 1,451,894 3,405,980 5,861,567 9,017,663 13,168,107 17,324,781 21,137,049 24,779,070 28,108,216 31,015,811 32,924,213 34,221,399 34,608,687
Progress (Planned) 1.04% 4.20% 9.84% 16.94% 26.06% 38.05% 50.06% 61.07% 71.60% 81.22% 89.62% 95.13% 98.88% 100.00%
Appendix To Project
Requirements
Al Hamra Construction Contract – October 2022 Contract No. AHRED---------
Performance Security
(a) Unless stated in the Schedule of Details as being not applicable, the Contractor shall obtain (at its
cost) the Performance Security for the proper performance of its obligations under the Contract. The
Performance Security shall be for an amount of 10% of the Contract Price.
(b) The Contractor shall deliver the Performance Security to the Employer within fourteen (14) days of
the Contract Agreement Date.
(c) The Contractor shall ensure that the Performance Security is valid and enforceable until three (3)
months after the issue of the Completion Certificate.
(d) The Employer may have immediate recourse, without notice, to the Performance Security, including
where the Employer believes that:
(i) the Employer has a claim against the Contractor in relation to the Works;
(ii) the Employer may have become entitled to exercise a right under the Contract against the
Contractor; and/or
(iii) the Contractor has (or may) become indebted to the Employer under the Contract or at Law.
(e) If the Employer reasonably considers, at any time, that the Contract Price has increased by more than
10%, the Contractor shall (at its own cost and within fourteen (14) days of the Employer’s request)
increase the value of the Performance Security so that it equals 10% of the increased Contract Price.
(f) Notwithstanding the foregoing, if the Contractor is a subsidiary of another corporation, the Contractor
shall, if requested by the Employer in its sole discretion, arrange for its ultimate parent company (or
any other parent company as the Employer may approve in its sole discretion), to provide, within seven
(7) days of receipt of the Employer’s request to do so, a Parent Company Guarantee, which shall remain
in place until the issue of the Completion Certificate.
12.2 Payments
(a) Subject to clause 12.2(b) and the Employer's issue of an interim payment certificate, the Employer
shall make payments to the Contractor in accordance with the Schedule of Payment Milestone
Structure set forth in Annexure (1) annexed to the Schedule of Details (less any deductions that may
be made pursuant to the Contract):
(b) Any application for payment shall be in the form approved by the Employer and shall be substantiated
by all relevant supporting documents that the Employer may reasonably request. No payment shall be
made unless and until the Employer considers that the relevant Milestone of the Works in question
has been properly executed and completed in accordance with the Contract. No payment shall be
deemed to be an approval or an acceptance of the Works.
(a) If any item or part of any item on a statement is disputed or subject to question by the Employer, the
Employer shall be entitled to withhold certification and payment of such item (or part of such item)
until the dispute has been resolved.
(b) The Employer may, notwithstanding the foregoing, withhold payments until:
(ii) the Employer has received the Performance Security pursuant to clause 5.12(a);
(iii) the Contractor has complied with any obligations regarding the Parent Company Guarantee
(if required), the Advance Payment and the Collateral Warranties; and
(iv) the Contractor has complied with its insurance obligations under the Contract.
4. Retention Amount
The Retention Amount, set forth in Item 8 of the Schedule of Details, shall be retained from each payment. Fifty
per cent (50%) of the Retention Amount shall be released following the issue of the Taking Over Certificate
with the balance being released following the issue of the Completion Certificate.
5. Advance Payment
(a) The Contractor shall, subject to clause 12.5(b), be entitled to an Advance Payment. No Advance
Payment shall be payable if no amount is referred to in Item 14 of the Schedule of Details.
(b) The Employer shall pay the Advance Payment to the Contractor only after receiving the Advance
Payment Guarantee.
(c) The Advance Payment Guarantee shall remain valid and enforceable until the whole of the Advance
Payment has been repaid in its entirety to the Employer.
(d) If Works that equal a value of the Advance Payment amount have not been performed prior to the
issue of the Taking Over Certificate for the whole of the Works or prior to termination of the Contract,
the whole of the balance then outstanding shall immediately become due and payable by the
Contractor to the Employer. Such amount may be recoverable by the Employer calling the Advance
Payment Guarantee.
(a) Within forty-two (42) days of the date of issue of the Completion Certificate, the Contractor shall
submit a Final Statement, being a final claim for payment to the Employer (together with any
documentation reasonably required to enable the Employer to ascertain the final amount due to the
Contractor). The Final Statement shall be assessed and certified under clause 12.3.
(b) Subject to the Contractor giving a written discharge to the Employer confirming that the total of the
Final Statement represents the full and final settlement of all monies due to the Contractor under or
in connection with the Contract and discharges the Employer from any further obligations and
liabilities owed to the Contractor, the Employer shall pay all remaining sums due to the Contractor.
7. Currency
8. Provisional Sums
(a) Each Provisional Sum shall only be used, in whole or in part, or not at all, in accordance with the
Employer's instructions, and the Contract Price shall be adjusted accordingly.
(b) The total sum payable to the Contractor shall include only such actual, direct, reasonably, and properly
incurred and substantiated expenditure for the works, supplies, or services to which the Provisional
Sum relates. For each Provisional Sum, the Employer may instruct:
(i) work to be executed (including Plant, Materials, or services to be supplied) by the Contractor
and valued under clause 11.1; or
(ii) Plant, Materials, or services to be purchased by the Contractor, for which the Contract Price
may be adjusted by:
(A) the actual, direct, reasonably, and properly incurred and substantiated expenditure
paid (or due to be paid) by the Contractor; and
(B) a sum for overhead charges and profit, calculated as a percentage, of these actual
amounts by applying the relevant percentage rate as stated in Item 12 of the
Schedule of Details.
(c) The Contractor shall, when required by the Consultant, produce quotations, invoices, vouchers and
accounts or receipts in substantiation of such amounts (or as may be otherwise agreed).
SCHEDULE 1
SCHEDULE OF DETAILS
2 Contract Price (clause 1.1) AED [Insert in figures] ([Insert in words] Arab Emirati
Dirhams) [excluding VAT], as per the Payment Structure
annexed hereinbelow as Annexure (A) of Schedule (1) –
Schedule of Details.
4 Defects Liability Period (clause 1.1 and [365 days from the date of substantial completion as inscribed
clause 10.1) in the TOC]
5 A. Delay Damages per day (clause 1.1 [0.125% of the Contract Price per day]
and clause 8.5)
B. Cap on the Delay Damages (clause 1.1 [10% of the Contract Price]
and clause 5.8)
7 Project (clause 1.1) [Al Hamra Village – Falcon Island – Villa Development]
8 Retention Amount (clause 1.1 and clause [10% of the Certified Value of works until TOC issuance,
12.4) reduced to 5% of the Contract Price at Completion retained
until issuance of the DLC]
B. Milestone and Milestone Dates As per the Payment Structure annexed hereinbelow as
Annexure (A) of Schedule (1) – Schedule of Details.
13 Overhead and profit for Provisional Sums [8% of the value of works]
(clause 12.8(b)(ii))
14 Amount of Advance Payment (clause [10% of the Contract Price released against a bank guarantee
12.5) of an equivalent value issued by a local bank within the UAE]
15 Amount to be paid to the Employer if the [0.025% of the Contract Price per day]
Contractor fails to comply with the
Demobilisation Requirements under
clause 13.1(d) (clause 13.1(e))
16 Amount of Insurance for the Works, Plant [as per the Emirates Law for Plants and Equipment]
and Materials (clause 16(a)(i))
Amount of worker’s compensation [as per the law of the Emirates for labours]
insurance (clause 16(a)(iv))
If to the Contractor:
Address: [TBC]
Email: [TBC]
18 Amendments to the General Conditions – As per Annexure (B) of the Schedule of Details
Particular Conditions
ANNEXURE (A)
OF SCHEDULE (1) SCHEDULE OF DETAILS
1 TBC 00%
2 TBC 00%
3 TBC 00%
4 TBC 00%
Note: Payment is related to achieving each Milestone by the relevant Milestone Date as per the Programme.
SCHEDULE 4
PERFORMANCE SECURITY
[LETTERHEAD OF ISSUING BANK]
FOR: AED [Insert amount in figures and words ], being [Insert percentage] % of the Contract Price
CONTRACT: [Insert]
BACKGROUND:
(a) [Insert Name of Contractor] (the Contractor) has been awarded a contract by means of a contract dated [ Insert
date] (the Contract) for [Insert details of Works] (the Works) in connection with [ Insert description of the
Project].
(b) The Contractor is obliged, pursuant to the Contract, to provide to you, [Insert full name of the Beneficiary] (the
Beneficiary), this on-demand performance security (the Performance Security) for the due performance of
the Contractor’s undertakings and obligations pursuant to the Contract.
1 We, [Insert the name of Bank] (whose registered office is located at [Insert details]) (the Bank), hereby
irrevocably and unconditionally undertake that immediately upon our receiving your, the Beneficiary’s, first
written demand, stating that if in your sole and absolute judgment, the Contractor has failed to observe or
perform any of the terms, conditions or provisions of the Contract on its part to be observed or performed
we will, notwithstanding any objection which may be made by (or on behalf of) the Contractor or otherwise,
pay to you or as you may direct, such an amount as you may in such demand specify, not exceeding (when
aggregated with any such amount(s) previously so paid) [Insert liability cap amount].
2 This Performance Security shall be valid until you notify us in writing that, in your sole and absolute judgment,
the Contractor has: (i) executed and completed the Works and remedied any defects under and in accordance
with the Contract; or (ii) otherwise fully discharged its obligations under the Contract, whichever shall be
sooner. No claim shall be made against this Performance Security after all the defects have been remedied
or after the aforesaid written advice.
3 Any payment by us under this Performance Security shall be immediately available and freely transferable in
Arab Emirati Dirhams and clear of and without deduction 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.
4 Our obligations under this Performance Security constitute direct, primary, irrevocable and unconditional
obligations, shall not require any previous notice to or claim against the Contractor, and shall not be
discharged or otherwise prejudiced or adversely affected by any time, indulgence or forbearance which you
may grant to the Contractor, any amendment, modification or extension which may be made to the Contract
or the Works, any intermediate payment or other satisfaction made by us, any changes in the constitution or
organisation of the Contractor, or any other matter or thing which in the absence of this provision would or
might have that effect except a discharge or amendment hereof expressly made or agreed to by you in writing.
5 This Performance Security may, upon notice to us, be assigned or otherwise transferred by you to any
assignee of the Contract to whom you are entitled to assign or otherwise transfer the Contract in accordance
with its terms.
6 This Performance Security is: (i) governed by and shall be construed in accordance with the laws of the
Emirate of Ras Al Khaimah and the United Arab Emirates applicable in the Emirate of Ras Al Khaimah; and
(ii) subject to the exclusive jurisdiction of the competent Courts of the Emirate of Ras Al Khaimah.
7 Any notice, demand, or other communication to be given pursuant to this Performance Security (Notice)
shall be in writing and delivered to the addresses or e-mail address of the other party as follows:
8 Any Notice shall be deemed to have been delivered by: (i) hand or courier upon the date of such receipt of
such delivery; or (ii) e-mail at the time of receipt by the sender of a transmission report from the despatching
e-mail confirming that all of the pages comprised in the notice have been successfully sent to the receiving
party's e-mail address.
Yours faithfully
Duly authorised for and on behalf of:
[Bank]
Name Name
[The seal of the bank]
SCHEDULE 5
ADVANCE PAYMENT GUARANTEE
[LETTERHEAD OF ISSUING BANK]
Dear Sirs
FOR: AED [Insert amount in figures and words ], being [Insert percentage ] % of the Contract Price
CONTRACT: [Insert]
BACKGROUND:
(a) [Insert Name of Contractor ] (the Contractor) has entered and been awarded a contract by means of a
contract dated [Insert date] (the Contract) for [Insert details of Works] (the Works) in connection with
[Insert description of the Project ].
(b) We have been informed that, under the Contract, the Contractor is required to provide to you, [ Insert full
name of the Beneficiary ] (the Beneficiary) with an Advance Payment Guarantee in the sum of AED [ Insert
amount in figures ] (Arab Emirati Dirhams [Insert amount in words]) equivalent to [ Insert percentage ]% of
the Contract Price (being the amount of the Advance Payment made by the Beneficiary to the Principal) (the
Guarantee).
1 We, [Insert name of Bank] (whose registered office is located at [Insert details]) (the Bank), hereby
irrevocably and unconditionally undertake that immediately upon our receiving your, the Beneficiary’s, first
written demand, stating that, in your sole and absolute judgment, the Contractor has failed to observe or
perform any of the terms, conditions or provisions of the Contract on its part to be observed or performed
we will, notwithstanding any objection which may be made by (or on behalf of) the Contractor or otherwise,
pay to you or as you may direct, such an amount as you may in such demand specify, not exceeding (when
aggregated with any such amount(s) previously so paid) [Insert liability cap amount].
2 This Guarantee shall be valid until you notify us in writing that, in your sole and absolute judgment, the
Contractor has: (i) executed and completed the Works and remedied any defects under and in accordance
with the Contract; or (ii) otherwise fully discharged its obligations under the Contract, whichever shall be
sooner. No claim shall be made against this Guarantee after all the defects have been remedied or after the
aforesaid written advice.
3 Any payment by us under this Guarantee shall be in immediately available and freely transferable Arab Emirati
Dirhams and clear of and without deduction 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.
4 Our obligations under this Guarantee constitute direct, primary, irrevocable and unconditional obligations,
shall not require any previous notice to or claim against the Contractor, and shall not be discharged or
otherwise prejudiced or adversely affected by any time, indulgence or forbearance which you may grant to
the Contractor, any amendment, modification or extension which may be made to the Contract or the Works,
any intermediate payment or other satisfaction made by us, any changes in the constitution or organisation
of the Contractor, or any other matter or thing which in the absence of this provision would or might have
that effect except a discharge or amendment hereof expressly made or agreed to by you in writing.
5 This Guarantee may, upon notice to us, be assigned or otherwise transferred by you to any assignee of the
Contract to whom you are entitled to assign or otherwise transfer the Contract in accordance with its terms.
6 This Guarantee is: (i) governed by and shall be construed in accordance with the laws of the Emirate of Ras
Al Khaimah and the United Arab Emirates applicable in the Emirate of Ras Al Khaimah; and (ii) subject to the
exclusive jurisdiction of the competent Courts of the Emirate of Ras Al Khaimah.
7 Any notice, demand, or other communication to be given pursuant to this Guarantee (Notice) shall be in
writing and delivered to the addresses or e-mail address of the other party as follows:
8 Any Notice shall be deemed to have been delivered by: (i) hand or courier upon the date of such receipt of
such delivery; or (ii) e-mail at the time of receipt by the sender of a transmission report from the despatching
e-mail confirming that all of the pages comprised in the notice have been successfully sent to the receiving
party's e-mail address.
Yours faithfully
[Bank]
Name Name
[The seal of the bank]
SCHEDULE 6
COLLATERAL WARRANTY
BETWEEN:
1. [Insert name of Beneficiary ] a company incorporated under and in accordance with the laws of [Insert
country] (company number [Insert number]) and having its registered office at [Insert address] (Beneficiary);
2. [Insert name of Contractor ] a company incorporated under and in accordance with the laws of [Insert
country] (company number [Insert number]) and having its registered office at [ Insert address] (Contractor);
3. [Insert name of Employer ] a company incorporated under and in accordance with the laws of [Insert country]
(company number [Insert number ]) and having its registered office at [Insert address] (Employer).
BACKGROUND:
(a) The Contractor has entered into the Construction Contract under which the Contractor is required to undertake
certain works for the Employer.
(b) In accordance with the Construction Contract, the Contractor has agreed to procure and execute this
Agreement in favour of the Beneficiary.
(c) The Beneficiary has an interest in the Project as it is the [Insert details].
(d) The parties enter into this Agreement on the terms set out below.
1 DEFINITIONS
1. The following words which begin with capital letters in this Agreement have the precise meanings set out below:
(a) "Address" means in relation to a party the address stated in the Parties clause or any replacement
address notified to the other parties in accordance with Clause 10;
(b) "Agreement" means this agreement between the Beneficiary, the Contractor, and the Employer;
(ii) those designated as national holidays for the private sector under the laws of the United Arab
Emirates;
(d) "Confidential Information" means this Agreement and all documentation and other information
acquired (directly or indirectly) by the Contractor from the Employer under or in connection with this
Agreement, except for documentation or information which (otherwise than by a breach of
confidentiality by the Contractor) was already in the possession of the Contractor or available in the
public domain;
(e) "Construction Contract" means the contract dated [Insert date] made between the Contractor and
the Employer relating to the Project;
(h) "Works" means the works set out or otherwise referred to in the Construction Contract.
2 INTERPRETATION
(a) references to persons include references to any entities that have legal capacity;
(c) terms importing the singular include the plural and vice versa;
(d) clause headings are for convenience only and do not form part of or affect the construction and
interpretation of this Agreement;
(e) references to any clause, schedule or appendix are to clauses of or schedules or appendixes to this
Agreement; and
(f) references to any statute, statutory provision or subordinated legislation is a reference to it as in force
from time to time, including any amendments, extensions or re-enactments.
(a) when completed, the Works shall be fit for the purposes for which the Works are intended as defined
in or reasonably to be inferred from the Construction Contract; and
(i) the Contractor shall, in carrying out the design (if any), and execution and completion of the
Works (and the remedying of any defects), exercise that degree of skill, care, diligence,
prudence, and foresight reasonably to be expected of a professionally qualified and competent
contractor experienced in undertaking work of a similar scope, nature, complexity, purpose
and size (and in a similar location) to the Works;
(ii) it has performed, and shall continue to properly and diligently perform, all of its obligations
under the Construction Contract and will owe the same contractual duties (including without
limitation duties of care) to the Beneficiary as those owed by it to the Employer; and
(iii) where it has carried out any work relating to the Project prior to its engagement by the
Employer, the warranties and undertakings of the Contractor under this Clause 3 shall apply
in respect of such work.
(c) it shall hold harmless and indemnify the Beneficiary against any loss, cost, expense, or liability suffered
or incurred by the Beneficiary arising out or in connection with any breach by the Contractor of the
Construction Contract.
4 INSURANCE
4.1 The Contractor warrants that it has and shall maintain professional indemnity insurance without any unusual
or onerous terms or conditions, exclusions, or material excesses for the period of time required under the
Construction Contract with:
(a) a well-established and reputable insurance office or underwriter of repute approved by the Beneficiary;
and
(b) a minimum limit of AED [Insert amount in figures and words] for any one occurrence or series of
occurrences arising out of any one event,
Provided always that such insurance is generally available to the Contractor at commercially reasonable rates
and terms. For the avoidance of doubt, it is agreed that any increased or additional premium required by insurers
because of the Contractor's own claims records or other acts, omissions, matters or things particular to the
Contractor shall be deemed to be within commercially reasonable rates.
4.2 Upon reasonable request by the Beneficiary, the Contractor shall produce evidence to the Beneficiary’s
reasonable satisfaction that the required insurance is being maintained in accordance with this Clause 4.
4.3 The Contractor shall immediately inform the Beneficiary if such insurance ceases to be generally available at
commercially reasonable rates and terms or otherwise is not maintained in accordance with this Agreement or
for any reason becomes void or unenforceable or if the insurer withdraws cover.
4.4 If the Contractor is notified of a claim under this Agreement, it shall not do anything which would reduce the
scope of indemnity under its insurance policy or the amount of the indemnity monies which would otherwise be
available under its insurance policy to indemnify the Beneficiary, were the claim against the Contractor to
succeed in full.
4.5 If the Contractor breaches any of its obligations under this Clause 4, the Beneficiary may insure against any risk
with respect to which the breach shall have occurred and may recover from the Contractor a sum or sums
equivalent to the amount paid or payable in respect of the premium.
5 TERMINATION
1. The Contractor shall not exercise or seek to exercise any right which may be, or become, available to it to:
(b) discontinue or suspend the performance of any obligations under the Construction Contract,
without first giving the Beneficiary twenty-eight (28) days' prior written notice of its intention to do so,
specifying the Contractor's grounds for doing so and full particulars of any amounts owed by the Employer to
the Contractor under the Construction Contract.
5.2 Within twenty-eight (28) days of receipt of such notice from the Contractor pursuant to Clause 5.1, the
Beneficiary may (in its sole and absolute discretion, but is under no obligation to do so) give the Contractor
written notice requiring that:
(a) the Contractor treats the Beneficiary or its nominee as the counterparty under the Construction
Contract (to the exclusion of the Employer); and
(b) all the rights and obligations of the Employer under the Construction Contract shall be exercised and
performed by the Beneficiary or its nominee (to the exclusion of the Employer).
(a) the Contractor shall comply with and give effect to such notice; and
(b) the Construction Contract shall otherwise be and remain in full force and effect.
The Beneficiary has no liability to the Contractor in respect of fees and expenses or otherwise under the
5.4
Construction Contract unless and until the Beneficiary has given notice under Clause 5.2.
5.5 The Employer has joined this Agreement to confirm its concurrence with the arrangements made and
contemplated by it.
6 MATERIALS
The Contractor undertakes and warrants to the Beneficiary that it has not specified and shall not specify for
use and has not used and shall not use any goods, materials, equipment and/or other substances not in
accordance with applicable laws and/or which are of themselves, or which are generally known to be, deleterious
to the safety, health and environmental requirements or to the durability of any materials which comprise or
are to comprise the Project or any part(s) thereof in the particular circumstances in which they are to be used.
7 CONFIDENTIALITY
(a) treat all Confidential Information as confidential and with no less care than its own confidential and
commercially sensitive information; and
(b) not disclose any Confidential Information to any third party without the Beneficiary’s prior written
consent (in its sole discretion).
7.2 Clause 7.1(b) does not apply to any disclosure of Confidential Information by the Contractor where and to the
extent that such disclosure is:
(a) to its professional advisers or insurers, or is necessary for the performance of its obligations under
this Agreement, provided always that the recipient in each case is bound by a written undertaking of
confidentiality on terms no less stringent than set out in this Clause 7; or
8 ASSIGNMENT
8.1 The Contractor acknowledges and agrees that the Beneficiary may assign to any person all or any of its rights
under this Agreement and/or any benefit arising under or out of this Agreement, and, within fourteen (14)
days of receiving a request from the Employer so to do, the Contractor shall enter into any agreements
necessary to give effect to such assignment.
8.2 The Contractor shall not assign, charge or transfer any right or obligation under this Agreement to any person.
The Contractor agrees not to vary or agree to vary or waive the terms of the Constriction Contract without the
prior written consent of the Beneficiary, such consent not to be unreasonably delayed or withheld.
10 NOTICES
10.1 Wherever this Agreement provides for the giving or issuing of notices or any other communications, these shall
be:
(a) in writing, in English and delivered by hand (against receipt), sent by courier, or transmitted by email;
and
(b) delivered, sent, or transmitted to the Address for the recipient (or such other address as a party may
from time to time notify the other parties in accordance with Clause 10.2) and shall be deemed to have
been received:
(i) if delivered personally by hand or courier, upon delivery at the Address of the relevant party;
(ii) if sent by email before 5:00 pm on a Business Day (and absent any failure to send the
message), on the next Business Day.
10.2 Any party may give notice to the others of a change to its Address, provided that such notification shall only be
effective on:
(a) the date specified in the notification as the date on which the change is to take place; or
(b) if no date is specified, or if the date specified is less than five (5) days after the date on which notice
is given, the date falling five (5) days after the notice is given.
The Contractor acknowledges that no negligent or other act omission or delay by or on behalf of the Beneficiary
in inspecting, approving, or informing itself about anything related to the Project shall abate or reduce the
Contractor's obligations to the Beneficiary.
12 ENTIRE AGREEMENT
This Agreement is the entire agreement and understanding between the parties on everything connected with
the subject matter of this Agreement and supersedes all prior agreements, understandings, representations, or
warranties on anything connected to that subject matter.
13 AMENDMENT
No amendments to this Agreement shall be effective unless they are in writing and signed by all parties.
14 WAIVER
14.1 A party's failure to exercise, or delay in exercising, a right or remedy under this Agreement does not operate as
a waiver of that right or remedy.
14.2 No single or partial exercise of any right or remedy under this Agreement shall prevent or restrict the further
exercise of that right or remedy.
14.3 A waiver of a right or remedy under this Agreement will only be effective:
(a) if it is in writing and signed by the party who has the benefit of the right or remedy being waived; and
SEVERABILITY
15
If any provision of this Agreement is or becomes illegal, invalid or unenforceable, such provision shall be
ineffective only to the extent of such illegality, invalidity or unenforceability and shall not otherwise affect the
legality, validity or unenforceability of any other provision.
16 COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which, when executed and delivered,
shall constitute a duplicate original, but all the counterparts shall together constitute one agreement.
17 GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the Emirate of Ras Al
Khaimah and the United Arab Emirates applicable in the Emirate of Ras Al Khaimah. Any disputes that cannot
be amicably resolved within thirty (30) days shall be exclusively referred to, settled and determined by the
Courts of the Emirate of Ras Al Khaimah.
IN WITNESS of which this Agreement has been executed and delivered on the date set out at the beginning of this
Agreement.
Signed by )
[name of authorised signatory] )
duly authorised for and on behalf of )
[Beneficiary] )
sign here:
[title of authorised signatory ]
print name:
Signed by )
[name of authorised signatory] )
duly authorised for and on behalf of )
[Contractor] )
sign here:
[title of authorised signatory]
print name:
Signed by )
[name of authorised signatory] )
duly authorised for and on behalf of )
[Employer] )
sign here:
[title of authorised signatory ]
print name:
SCHEDULE 7
[Insert address]
Dear Sirs
[Insert name] (Employer) has entered into a contract dated [Insert date] with [ Insert name] (Contractor) for
certain works and services (Works) to be undertaken by the Contractor (Contract) at [ Insert name of project ]
(Project).
In accordance with the requirements of the Contract, the Contractor has agreed to procure a parent company
guarantee (Guarantee) from us [Insert name of parent company providing the Guarantee] (Guarantor).
The Guarantor guarantees to the Employer that the Contractor will perform, carry out, and discharge the duties,
responsibilities, and obligations (including contingent obligations and obligations to pay money) of the
Contractor under and or in connection with the Contract (Contractor’s Obligations).
If the Contractor fails to discharge any of the Contractor’s Obligations (Default), the Guarantor shall, on
demand from the Employer:
a. perform, carry out and discharge in accordance with the Contract, the Contractor’s Obligations that
are the subject of the Default or Defaults (as the case may be); and
b. indemnify and hold harmless the Employer for and against all damages, losses, costs, charges, and
expenses suffered by the Employer arising out of the Default or Defaults (as the case may be) to the
extent to which the Contractor is liable to the Employer, and the Employer has a right of recovery
against the Contractor under the Contract.
Despite any provision in this Guarantee to the contrary, the Guarantor will have the full benefit of all defences,
set-offs, counterclaims, reductions, diminutions, or limitations of liability available to the Contractor under the
Contract.
a. any amount for any taxes, levies, imposts, charges, and duties imposed by any authority (including
stamp and transaction duties) (Taxes); or
b. any interest, penalties, fines, and expenses in connection with the Taxes from a payment due under
this Guarantee with the result that the Employer would not actually receive on the due date the full
amount provided for under the Contract;
the Guarantor must pay an additional amount so that the Employer receives from the Guarantor the full amount
that the Employer would have received on the due date if no deductions had been required.
The provisions of this Guarantee will remain in full force and effect even if:
b. the Contractor or the Employer is, or may be, in breach of the Contract.
This Guarantee is governed by and construed in accordance with the laws of the United Arab Emirates and the
Emirate of Ras Al Khaimah. Any dispute arising out of or in connection with this Guarantee will be exclusively
referred to, settled and determined by the courts of the Emirate of Ras Al Khaimah.
This Guarantee neither forms part of the Contract nor affects the provisions of the Contract. The Guarantor
acknowledges that the Employer is acting in reliance on the Guarantor incurring obligations and giving rights
under this Guarantee.
Each person executing this Guarantee undertakes that he or she has the authority to represent and bind the
Guarantor.
EXECUTED by GUARANTOR
(Insurances)
Part 1
(Contractor Insurances)
Period Insured: From the Commencement Date until the date of issuance of
Performance Certificate.
Coverage: 'All Risk' of physical loss of or damage occurring on the Site to the
Works (providing a value has been declared to insurers), Materials and
equipment supplied for pennanent incorporation into the Works for
not less than full reinstatement cost including the costs of demolition,
removal of debris and professional fees and profit. The coverage shall
include temporary works including site office and principal's existing
property.
The cover shall be on an 'all risk' basis against physical loss or damage
to the Works, Materials and equipment, supplied for permanent
incorporation into the Works. Cover shall include LEG 3/06 cover for
physical loss or damage caused by defective design, defective
materials and defective workmanship.
by Employer & Contractor, all for their respective rights and interests.
Insured Value: Full replacement cost of the property insured in accordance with the
coverage.
• professional fees
Tender No:
Schedule (Insurances)
• in land transit
• offsite storage
•
• loss or damage due to strike, riot and civil commotion (SRCC):
AED 2,000,000
• nuclear risks;
• unexplained shortage;
• penalties;
• consequential losses;
• cash;
• vehicles;
Tender No:
Schedule (Insurances)
Insureds: Contractor and its Sub-contractors, all for their respective rights and
interests.
Additional Insureds: Employer and/or any other parties as can be agreed upon by the Parties,
all for their respective rights and interests.
Period Insured: From the Commencement Date until the date of issue of the
Performance Ce11ificate.
Period Insured: From the Commencement Date until the date of issue of the
Performance Certificate.
Coverage: Against legal liability to third parties for any loss or damage to
properties, death, disease or personal injuries, and which result or are
presumed to result or arise out of or occw· during on and off Site
activities within the United Arab Emirates in connection with the
Project.
Minimum Amount of As per Schedule 1 (Contract Particulars) for each and every event
Insurance:
Max Deductible: Acceptable to the Employer for property damage only, none for bodily
injury or death.
Tender No:
Schedule (Insurances}
• auto liability;
• aircraft liability;
• fines; and
Period Insured: From the Commencement Date until the date of issue of the
Performance Certificate.
Tender No:
Schedule (Insurances)
Period Insured: From the Commencement Date until the date of issue of the
Performance Certificate.
Minimum Amount of Combined single limit of not less than USD 2,000,000 (US Dollar Two
Insurance: Million) per occurrence or higher limit, if required by Applicable
Laws.
Coverage: Liability for damage to property or bodily injury to third parties arising
out of the ownership, the use or maintenance of motor vehicles owned,
leased or hired by the Contractor, in accordance with Applicable Laws,
conditions and limits in line with local practice.
Period Insured: From the Commencement Date until the date of issue of the
Performance Certificate.
Insured Value: Not less than the liability limit required by Applicable Laws.
Tender No:
Schedule (Insurances)
lnsureds: Contractor.
Additional Insureds: Employer, Lenders (if applicable) and Sub-contractors for their
respective rights and interests.
Period Insured: From date of first shipment until delivery at Site for last shipment.
Insured Value: Cost, insurance and freight (CIF) value, plus ten per cent (10%).
Max Deductible: As per prevailing insurance market standards at the time of placement,
US$25,000 (Twenty Five Thousand United States Dollars) per
occurrence, nil for general average and salvage.
• extra expenses;
• transit clause;
• waiver ofunderinsurance;
Tender No:
Schedule (Insurances)
• classification warranty.
Applicability The Contractor shall ensure that any design work (including detailed
design work) delegated to Sub-contractors is delegated only to Sub
contractors whose identity, scope of design work and professional
indemnity insurance cover has been approved in writing by the
Employer for this purpose. The Contractor shall provide a collateral
warranty from each such Sub-contractor in favour of the Employer in
accordance with relevant clause within 14 days of engaging the Sub
contractor.
Tender No:
Schedule (Insurances)
Minimum Amount of As per Schedule 1 (Contract Particulars) any one occurrence and in the
Insurance: annual aggregate for the period insured (above).
Tender No:
Entity Letterhead
Schedule (A)
Payment Plan
S.nr. Milestone Payment Payment upon Remarks
Percentage completion of each
stage
1
2
3
4
5
6
Schedule (B)
Schedule of Details
Sr. Particulars Details
1 LOA’s Ref. No:
2 Employer:
Employer’s Address:
Employer’s E-mail:
Employer’s Authorised Mr Benoy Kurien
Signatory: Group Chief Executive Officer – Al Hamra
Employer’s Representative: Mr Mohamed Mahfouz
Vice President – Projects
Employer’s Tax Registration
No.:
3 Contractor:
Contractor’s Address:
Contractor’s E-mail:
Contractor’s Authorised
Signatory:
Contractor’s Representative:
Contractor’s Tax Registration
No.:
8 Retention Amount: Clause (f.2.) 10% of the Contract Price. Fifty per cent
(50%) of the Retention Amount shall be
released following the issue of the
Taking Over Certificate, with the
balance being released following the
issue of the Defects Liability Certificate.
9 Performance Security: Clause (f.3.) 10% of the Contract Price in the form of
a bank guarantee within Four (04)
Weeks from the date of receipt of the
LOA.
10 Termination Notice: Clause (i.1.) XXX (00) days’ prior written notice.
11 Reporting: Clause (n) Weekly/Bi-weekly/monthly progress
reports by the Contractor, in the form
agreed with the Employer, shall be
provided throughout the Project.
12 Legal Bindings: Clause (q.)
A. Binding Laws: Clause (q.1.) The laws of the Emirate of Ras al
Khaimah and the Federal Laws of the
United Arab Emirates as applicable in
the Emirate of Ras Al Khaimah.
B. Disputes Resolution: Clause (q.2.) The competent Courts of the Emirate of
Ras Al Khaimah.
13 Amendments to the LOA Clause (r.2) As per Schedule (D) annexed herein (if
General Conditions – Particular Applicable)
Conditions
Date:
Dear Sir,
Contract: Falcon Island Villas Development (North & South), Ras Al Khaimah, U.A.E. -
Infrastructure Works Package
As Messrs…………………………………………………………………………………………...
(hereinafter called “the Contractor”) have declared that they have been awarded a contract for the
Execution, Completion and Rectification of any defects of the project
……………………………………………………………………………works with a contract price of
AED. ………………………. {in figures} (U.A.E. Dirhams …………………………..) {in words} and
in consideration of M/s. ……………………………………………………….. (The Employer) making
an advance payment of AED…………………………. {in figures} (U.A.E. Dirhams
………………………………………………………..) {in words} to the contractor, we hereby
undertake to hold at your disposal the sum of AED…………………………………..{in figures}
U.A.E. Dirhams …………………….…… {in words} being ………% of the Contract Price, as a
Bank Guarantee. This Guarantee shall be free of interest and payable in cash on your first written
demand in the manner ordered, without the Contractor or any person on his behalf or ourselves
having the right to suspend or delay payment or to object thereto for any reason whatsoever.
It is understood that our liability towards you will be progressively reduced by the amount repaid to
you by the Contractor as contained in the Certificates and payments against the said advance
payment.
This Guarantee shall remain valid until M/s. ………………………………………… (The Employer)
receives full repayment of the Advance payment amount from the Contractor.
Yours Faithfully,
{Authorized Signature
and Bank Seal}
Name:
Designation:
SPECIMEN FORM OF PERFORMANCE SECURITY
Date:
Dear Sir,
Contract: Falcon Island Villas Development (North & South), Ras Al Khaimah, U.A.E. -
Infrastructure Works Package
As Messrs………………………………………………………………………………………………...
(hereinafter called “the Contractor”) have declared that their Tender for the above named Works
has been accepted, we hereby undertake to hold at your disposal the sum of
Dhs……………………..{in figures} (U.A.E. Dirhams ……………………..……………….………… {in
words}, being 10% of the Contract Price, as a Performance Security. This Security shall be free
of interest or ant kind of charges and payable in cash on your first written demand in the manner
ordered, without the Contractor or any person on his behalf or ourselves having the right to
suspend or delay payment or to object thereto for any reason whatsoever.
Yours Faithfully,
Name: Name:
Designation: Designation:
Project Official Documents