Condition of Contract

Al Marjan Island New Land Reclamation
and Beach Modification Works
Conditions of Contract
RBD/INFRA/COC/001
CONTENTS
PART I – GENERAL CONDITIONS OF CONTRACT .................................................................... 1
PART II – CONDITIONS OF PARTICULAR APPLICATION.......................................................... 1
1. Clause 1.1: Definitions ....................................................................................................... 1
2. Clause 1.3 Communications .............................................................................................. 4
3. Clause 1.5 Priority of Documents....................................................................................... 5
4. Clause 1.6 Contract Agreement ......................................................................................... 5
5. Clause 1.7: Assignment ..................................................................................................... 5
6. Clause 1.10: Employers Use of Contractor’s Documents ................................................... 6
7. Clause 1.13: Compliance with the Laws ............................................................................ 6
8. New Clauses 1.15 to 1.31: ................................................................................................. 6
9. Clause 2.1 Right of Access to the Site ............................................................................. 10
10. Clause 2.2: Permits, Licences or Approval ...................................................................... 10
11. Clause 2.4: Employer’s Financial Arrangements.............................................................. 11
12. Clause 2.5: Employer’s Claims ........................................................................................ 11
13. Clause 3.1: Engineer’s Duties and Authority .................................................................... 11
14. Clause 3.3: Instructions of the Engineer .......................................................................... 12
15. Clause 3.4: Replacement of the Engineer........................................................................ 13
16. Clause 3.5: Determinations.............................................................................................. 13
17. Clause 4.1: Contractor’s General Obligations .................................................................. 13
18. Clause 4.2: Performance Security ................................................................................... 15
19. Clause 4.3: Contractor’s Representative.......................................................................... 16
20. Clause 4.4: Subcontractors.............................................................................................. 17
21. Clause 4.6: Co-operation ................................................................................................. 17
22. Clause 4.8: Safety Procedures ........................................................................................ 17
23. Clause 4.10: Site Data ..................................................................................................... 18
24. Clause 4.11: Sufficiency of the Accepted Contract Amount ............................................. 19
25. Clause 4.12: Unforeseeable Physical conditions ............................................................. 19
26. Clause 4.18: Protection of the Environment ..................................................................... 19
27. Clause 4.21: Progress Reports ........................................................................................ 19

RBD/INFRA/COC/001
28. Clause 4.22: Security of the Site ...................................................................................... 20
29. Clause 4.25: Assignment and novation of Manufacturer’s Warranties ............................. 20
30. Clause 5.2: Objection to Nomination ................................................................................ 21
31. Clause 5.3: Payments to nominated Subcontractors........................................................ 21
32. Clause 6.5: Working Hours .............................................................................................. 21
33. Clause 6.6: Facilities for Staff and Labour ....................................................................... 22
34. Clause 6.7: Health and Safety ......................................................................................... 22
35. Clause 6.8: Contractor’s Superintendence....................................................................... 22
36. Clause 6.9: Contractor’s Personnel ................................................................................. 23
37. Clause 6.12: Festivals and Religious Customs ................................................................ 23
38. Clause 6.13: Supply of Water .......................................................................................... 23
39. Clause 6.14: Alcoholic Liquor or Drugs ............................................................................ 23
40. Clause 6.15: Arms and Ammunition................................................................................. 23
41. Clause 7.1: Manner of Execution ..................................................................................... 23
42. Clause 7.5: Rejection....................................................................................................... 24
43. Clause 7.9: Security Interests .......................................................................................... 24
44. Clause 8.3: Programme ................................................................................................... 25
45. Clause 8.4: Extension of Time ......................................................................................... 25
46. Clause 8.5: Delays Caused by Authorities ....................................................................... 26
47. Clause 8.6: Rate of Progress ........................................................................................... 26
48. Clause 8.7: Delay Damages ............................................................................................ 27
49. Clause 8.8: Suspension of Work ...................................................................................... 27
50. Clause 8.9: Consequences of Suspension ...................................................................... 27
51. Clause 8.12: Resumption of Work ................................................................................... 28
52. Clause 9.1: Contractor’s Obligations ................................................................................ 28
53. Clause 10.1: Taking Over of the Works and Sections ...................................................... 28
54. Clause 11.3: Extension of Defects Notification Period ..................................................... 28
55. Clause 11.7: Right of Access ........................................................................................... 28
56. Clause 11.9: Performance Certificate .............................................................................. 29
57. Clause 11.12: Decennial Liability ..................................................................................... 29
58. Clause 12.1: Works to be Measured ................................................................................ 29

RBD/INFRA/COC/001
59. Clause 12.3: Evaluation ................................................................................................... 30
60. Clause 13.1: Right to Vary ............................................................................................... 30
61. Clause 13.3: Variation Procedure .................................................................................... 31
62. Clause 13.5: Provisional Sums ........................................................................................ 31
63. Clause 13.7: Adjustments for Changes in Legislation ...................................................... 31
64. Clause 13.8: Adjustments for Changes in Cost ................................................................ 31
65. Clause 13.9: Site and Head Office Overhead .................................................................. 32
66. Clause 14.1: The Contract Price ...................................................................................... 32
67. Clause 14.5: Plant and Materials intended for the Works ................................................. 33
69. Clause 14.7: Timing of Payments .................................................................................... 33
70. Clause 14.8: Delayed Payment ....................................................................................... 34
71. Clause 14.11: Application for Final Payment Certificate................................................... 34
72. Clause 14.13: Issue of Final Payment Certificate............................................................. 34
73. Clause 14.16: Set-off ....................................................................................................... 34
74. Clause 15.2: Termination by Employer ............................................................................ 34
75. Clause 15.5: Employer’s Entitlement to Termination ........................................................ 35
76. Clause 15.6: Assignment to Employer ............................................................................. 35
77. Clause 16.1: Contractor’s Entitlement to Suspend work .................................................. 36
78. Clause 16.2: Termination by Contractor........................................................................... 36
79. Clause 16.3: Cessation of Work and Removal of Contractor’s Equipment ....................... 36
80. Clause 16.4: Payment on Termination ............................................................................. 37
81. Clause 17.1: Indemnities ................................................................................................. 37
82. Clause 17.3: Employer’s Risks ........................................................................................ 37
83. Clause 17.4: Consequences of Employer’s Risks ............................................................ 37
84. Clause 17.6: Limitation of Liability.................................................................................... 37
85. Clause 18.1: General Requirements for Insurances......................................................... 38
86. Clause 18.2: Insurance for the Works .............................................................................. 38
87. Clause 18.5: Professional indemnity insurance................................................................ 38
88. Clause 19.1: Definition of Force Majeure ......................................................................... 39
89. Clause 19.2: Notice of Force Majeure .............................................................................. 39
90. Clause 19.4: Consequences of Force Majeure ................................................................ 39

RBD/INFRA/COC/001
91. Clause 20.1: Contractor’s Claims..................................................................................... 39
92. Clause 20.2: Appointment of the Dispute Adjudication Board .......................................... 41
93. Clause 20.3: Failure to Agree Dispute Adjudication Board ............................................... 41
94. Clause 20.4: Obtaining Dispute Board’s Decision ............................................................ 41
95. Clause 20.5: Amicable Settlement ................................................................................... 42
96. Clause 20.6: Arbitration ................................................................................................... 42
97. Clause 20.7: Failure to Comply with Dispute Adjudication Board’s Decision .................... 42
98. Clause 20.8: Expiry of Dispute Adjudication Board’s Appointment ................................... 42
99. New Clause 21 ................................................................................................................ 42
schedule 1 : APPENDIX TO TENDER ........................................................................................ 44
ANNEX 1: PERFORMANCE SECURITY.................................................................................... 48
ANNEX 2: PARENT COMPANY GUARANTEE ......................................................................... 49
1. Guarantee and indemnity ................................................................................................ 51
2. Discharge and notice ....................................................................................................... 52
3. Waiver ............................................................................................................................. 52
4. Continuing guarantee ...................................................................................................... 52
5. Insolvency ....................................................................................................................... 52
6. Defences ......................................................................................................................... 52
7. Principal obligor ............................................................................................................... 52
8. Law and jurisdiction ......................................................................................................... 53
9. Assignment ...................................................................................................................... 53
ANNEX 3: ADVANCE PAYMENT GUARANTEE ....................................................................... 54
ANNEX 4: COLLATERAL WARRANTY..................................................................................... 55
RBD/INFRA/COC/001
PART I – GENERAL CONDITIONS OF CONTRACT
The General Conditions of Contract shall be the FIDIC Conditions of Contract for Construction
(Red Book) (First Ed. 1999) for Building and Engineering Works designed by the Employer,
prepared by and obtainable from the Federation International des Ingenieurs-Conseils (FIDIC).
The Contractor is deemed to be in possession of this document and to be fully aware of and have
understood the contents therein.
PART II – CONDITIONS OF PARTICULAR APPLICATION
The General Conditions shall be read in conjunction with the following Conditions of Particular
Application which shall override or modify the General Conditions. (Clause references are to Part
I: General Conditions, unless otherwise specified).
1. Clause 1.1: Definitions
Amend the following definitions
1.1.1 The Contract
1.1.1.9 (“Appendix to Tender”) – in line 2, after “appended to” delete

remainder and insert
“these Particular Conditions”
1.1.2 Parties and Persons
1.1.2.6 At the end of the definition, insert “including, unless otherwise

notified by the Employer, the Project Manager”
1.1.2.11 Insert the following new definition:
““Nominated Main Contractor” means one or more third party

contractor(s) which has undertaken, is undertaking, or will
undertake works as main or principle contractor in respect of the
Project”
““Project Manager” means the person named as such in the

Appendix to Tender, or such other entity as the Employer shall
nominate and notify to the Contractor, retained by the Employer to
provide overall management, direction, monitoring and
administration services for the Project. The Project Manager shall
not issue any instructions to the Contractor, and no correspondence
or decisions shall be directed to him. For the avoidance of doubt,
the role, duties and powers of the Engineer will not be affected by
the appointment of the Project Manager.”
1.1.3 Dates, Tests, Periods and Completion
1.1.3.1 (“Base Date”) – Delete definition and insert
“means the date set out in the Contract Agreement”.
1
1.1.3.2 (“Commencement Date”) – Delete definition and insert
“means the date set out in the Contract Agreement”.
1.1.4 Money and Payments
1.1.4.1 (“Accepted Contract Amount”) Delete definition and insert
“means the amount set out in the Contract Agreement”
“VAT” means Value Added Tax, as introduced to the United Arab

Emirates pursuant to Federal Decree-Law No. (8) of 2017.
1.1.5 Works and Goods
1.1.5.8 Delete the definition of “Works” and substitute the following:
“Works” means all the work to be carried out by the Contractor as

described in the Contract including both the Permanent Works and
the Temporary Works and all other things which the Contractor must
complete in order to fulfil its obligations under the Contract.”
1.1.5.9 Insert the following new definition: (Not Applicable)
“Piling Works Contract” means the enabling and piling works

contract referred to in the Contract Agreement.”
1.1.5.10 Insert the following new definition: (Not Applicable)
“Piling Works” means as defined in Clause 1.29.
1.1.6 Other Definitions
1.1.6.1 Insert the following after the words “nature (if any)” in Clause 1.1.6.1:
“(including documents created and stored on any readable media)”
1.1.6.5 Delete the definition of “Laws” and substitute the following:
“Law(s) means:
(a) all legislation, including the Code, income tax laws, decrees,
decisions, resolutions, acts, statutes, ordinances, rules, regulations,
directives and other orders, treaties, by-laws, codes of practice
and/or any other subordinate legislation of the emirate of Ras Al
Khaimah, United Arab Emirates;
(b) the requirements, rules and regulations of any Authority,

including legislation and regulations covering the registration and
licensing of the Contractor necessary for the proper execution of the
Works in accordance with the Contract; and
2
(c) the guidelines and standards of the emirate of Ras Al Khaimah,
United Arab Emirates and of all relevant Authorities, with which the
Contractor is legally required to comply.”
1.1.6.6 At the end of clause 1.1.6.6 insert “and shall be that form of
Performance Bond annexed to these Particular Conditions at Annex
1 and not annexes C or D to the FIDIC 1999 Conditions.”
1.1.6.8 Delete the definition of “Unforeseeable” and substitute the following:
“Unforeseeable” means not reasonably foreseeable at the date for

submission of the Tender by a suitably qualified contractor having
experience of carrying out work in projects of a similar type, nature
and complexity to the Works and against which suitable preventative
steps could not be taken by such a contractor.”
1.1.6.10 Insert the following new definition
““Code” means the Civil Code of the United Arab Emirates, Federal
Law No. (5) of 1985.”
““Authority(ies)” means all local, regional, territorial, free zone,

municipal government, ministry, governmental department, quasi-
governmental organization, commission, board, bureau, agency,
instrumentality, executive, judicial or administrative body, having
jurisdiction over the Works, the Contractor and/or the Employer as
well as their respective affiliates.”
““Security Interest” includes any bill of sale, as defined in any law,

mortgage, charge, lien, pledge, assignment, hypothecation, title
retention arrangement, trust or power, as, or having effect as, a
security for the payment of any monetary obligation or the
observance of any other obligation.”
““Pre-Approved Subcontractor List” means the list of entities

provided to the Contractor by the Employer as part of the tender
process.”
““Time Impact Analysis” means the method of delay analysis where

the impacts of particular delays are mapped out at the time at which
they occur, allowing the discrete effects of individual events to be
determined, which analysis must comply with the requirements set
out in the Contract.”
3
““Global Claim” means a claim in which the Contractor seeks
compensation for a group of different events/circumstances but
does not or cannot demonstrate a direct link between the cost or
loss incurred and each individual event/circumstance.”
““Float” means the time available to any activity included in any

programme in addition to its planned and realistic duration.”
““Best Industry Practice” means the practices that are generally

engaged in or observed by experienced contractors regarding works
of a similar size, type, nature, scope and complexity to the Works
and which, for any stated objective shall accomplish that objective in
a manner consistent with applicable Laws, reliability, safety,
environmental protection, economy and expediency.”
““Latent Defect” means any defect in the Works attributable to the

design (if any) or construction of the Works (regardless of the cause
of such defect and including in the form of cracks, subsidence or
collapse) which was not reasonably discoverable prior to issue of
the Performance Certificate.”
““Latent Defect Period” means a period of 10 years commencing on

the date of issue of the Performance Certificate.”
““Prohibited Materials” means Materials which:
(a) affect or put at risk the health or safety of any person who may
come into contact with the Works whether during their construction
or after their completion);
(b) either by themselves or as a result of their use in a particular

situation or in combination with other Materials, would or are likely to
have the effect of reducing the normal life expectancy or
performance of any other material or structure in which the Materials
are incorporated or to which they are affixed; or
(c) are prohibited or otherwise offend any boycott of Israel laws in

Ras Al Khaimah, United Arab Emirates.”
2. Clause 1.3 Communications
Insert the following after the word “notices” in line 2 of Clause 1.3:
“, instructions, permissions”
4
Insert the following paragraph at the end of Clause 1.3:
“For the avoidance of doubt, unless and to the extent authorized in writing by the
Employer or the Engineer, any notice or other communication will not be deemed to have
been given or made under the Contract, if it is in the form of email or minutes of any
meetings.”
3. Clause 1.5 Priority of Documents
Amend the sequence of documents as follows:
“…
(a) the Contract Agreement;
(b) the Appendix to Tender;
(c) the Particular Conditions;
(d) the General Conditions;
(e) the Specifications
(f) the Drawings;
(g) the Soil Investigation Report;
(h) the Bill of Quantities; and
(i) the remaining appendices.
In the final paragraph, delete “the Engineer shall issue any necessary clarification or
instruction” and replace with
“the Engineer shall resolve the ambiguity or discrepancy by imposing at it’s sole discretion
what it considers to be the correct interpretation of the discrepancy, irrespective of the
order of priority of documents. The Contractor shall have no entitlement to any
compensation (whether in the form of an extension of time and increase to the Contract
Price or otherwise) if the Engineer exercises such authority.”
4. Clause 1.6 Contract Agreement
Delete first sentence. In the second sentence delete in line 3 “shall be based upon the
form annexed to the Particular Conditions” and insert
“as set out in the documents provided to the Contractor by the Employer”
5. Clause 1.7: Assignment
Delete clause and insert:
“(a) The Contractor shall not assign the benefit of the whole or any part of the
obligations to be performed under the Contract.
(b) The Employer may assign the benefit of the whole or any part of the obligations to
be performed under the Contract without the consent of the Contractor.
5
Provided that the Contractor shall not be required to obtain such consent for:
(i) the provision of labour;
(ii) the purchase of materials which are in accordance with the standards specified in the
Contract; or
(iii) the subcontracting of any part of the works for which the Subcontractor is named in the
Contract.
6. Clause 1.10: Employers Use of Contractor’s Documents
Delete the last paragraph of Clause 1.10 and insert:
“The Contractor shall procure from each author of any Contractor’s Document, express
agreement that he or she will not enforce any moral rights that he or she may have,
presently or in the future, in the Contractor’s Document, including by executing any moral
rights’ consents required by the Employer.
The Contractor shall acquire for itself from all relevant third parties such rights as are
necessary in order for the Contractor to be able to comply with its obligations under this
Sub-Clause 1.10.
The Contractor agrees to execute or procure the execution of such documents and do all
such things as may be necessary or reasonably desirable to give effect to the provisions
of this Sub-Clause 1.10.
The Contractor hereby waives any right to injunctive relief, including any right to rescind
the Employer’s right, title and interest in all or any part of the Contractor’s Documents or to
enjoin, restrain or otherwise impair in any manner the rights set out in this Sub-Clause
1.10.
This Sub-Clause 1.10 survives the completion, expiry or termination of the Contract.”
7. Clause 1.13: Compliance with the Laws
Delete sub-paragraphs (a) and (b) and replace with the following:
“The Contractor shall be responsible, at its cost, for obtaining all necessary licences,
permits, approvals, certificates and consents (including the ‘Building Completion
Certificate’ but excluding any licences, permits, approvals, certificates and consents that
are solely and exclusively required for the planning or zoning of the Works) which are
required from any Authority and any other person in connection with the construction and
completion of the Works, so that all such licences, permits, approvals, certificates and
consents are in full force and effect and so that such licences, permits, approvals and
consents permit the Employer, as at the date of issue of the Taking Over Certificate, to
use, operate and maintain the Works free of charge and without interference or objection
from any third party (including any Authority) and the Contractor shall indemnify the
Employer from all or any losses, claims, costs and liabilities sustained or incurred by the
Employer to any such person in respect thereof. The Contractor shall identify, in sufficient
time to enable the obtaining thereof, those licences, permits, approvals and consents for
the Works which can only be obtained by the Employer and shall assist the Employer to
the extent necessary in the obtaining of all such licences, permits, approvals, certificates
and consents; and”
6
8. New Clauses 1.15 to 1.29:
Add the following new clauses:
“Clause 1.15: Confidentiality
All information obtained by the Contractor in the course or conduct of the Contract shall be
held confidential and shall not be divulged by the Contractor to any third party save to the
extent necessary to effect the execution of the Contract and then only on the basis that the
recipient of such information shall be bound by similar confidentiality obligations to those
undertaken by the Contractor hereunder:
Provided however that this obligation shall not apply to information which:
a) is or shall become part of the public domain otherwise than in consequence of a

breach of the Contractor of its obligations under this Clause;
b) was in the Contractor’s possession prior to award of this Contract and which the
Employer did not notify the Contractor as being confidential or which would not
reasonably be regarded as confidential by its very nature.
c) was received from third parties having to the best of the Contractor’s knowledge
the right to disclose such information.
The Contractor shall ensure that the provisions of this Clause are incorporated in any sub-
contracts or supply orders and that the employees, agents or representatives of all or any
of the sub-contractors or suppliers comply with the same.
This clause shall remain binding on the Contractor notwithstanding the completion or
termination or determination of this Contract for any reason.
Clause 1.16 Waiver
No term or provision of the Contract shall be considered as waived by either Party unless
a waiver is given in writing by that Party. No such waiver shall be a waiver of a past or
future default or breach nor shall it amend, delete or add to these Conditions, the terms or
provisions of the Contract unless (and then only to the extent) expressly stated in that
waiver.
Clause 1.17 Severability
If any of these Conditions, the terms or provisions of the Contract shall be held to be
invalid, unlawful or unenforceable to any extent, such Condition, term or provision shall, to
that extent be omitted from the Contract and shall not affect the validity, legality or
enforceability of the remaining parts of the Contract.
Clause 1.18 Counterparts
The Contract may be executed in any number of counterparts, all of which when taken
together shall constitute one and the same instrument.
7
Clause 1.19 Further Assurance
At any time after the date of the Contract Agreement either Party shall, at the request and
cost of the other Party, execute or procure the execution of such documents and do or
procure the doing of such acts and things as the Party so requiring may reasonably
require for the purpose of giving to the Party so requiring the full benefit of all the
provisions of the Contract.
Clause 1.20 No Partnership
Nothing in the Contract shall constitute, or be deemed to constitute, a partnership between

the Parties nor, except as expressly provided, shall it constitute, or be deemed to
constitute, either Party the agent of the other Party for any purpose.
Clause 1.21 Entire Agreement
The Contract, together with any documents referred to in it, constitutes the whole
agreement between the Parties relating to its subject matter and supersedes and
extinguishes any prior drafts, agreements, undertakings, representations, warranties and
arrangements of any nature, whether in writing or oral, relating to such subject matter.
Clause 1.22 Acknowledgement
Each Party acknowledges that it has not been induced to enter into the Contract by any
representation or warranty other than those contained in the Contract and, having
negotiated and freely entered into the Contract, agrees that it shall have no remedy in
respect of any other such representation or warranty except in the case of fraud.
Clause 1.23 Registered or Licensed
The Contractor shall at its cost:
(a) at all times during the performance of the Works be; and
(b) ensure that any person who performs any part of the Works is,
registered and licensed as required by any Law and any Authority to execute the Works,
including obtaining all permits, licences and approvals which the Contractor is required to
obtain under Sub-Clause 1.13.
Clause 1.24 Prior Work
The Contract applies to the execution of any works forming part of the Works, and the
performance of any of the Contractor’s obligations relating to the Works, carried out before,
on or after the date of execution of the Contract Agreement, including under the Letter of
Intent (if any).
Where the Contractor has undertaken any design, services or works in connection with the
Works prior to the date set out in the Contract Agreement (including under any Letter of
Intent), the Contractor warrants to the Employer that such activities have been carried out
in accordance with the requirements of the Contract and confirms that all warranties,
obligations and liabilities of the Contractor under or in connection with the Contract apply
to such design, services or works.
8
Unless otherwise specified in the Contract, such prior design, services or works in
connection with the Works (including under any Letter of Intent) are subject to the terms of
the Contract and are deemed to be included in the Contract Price.
Clause 1.25 Privity
No provision of the Contract is intended to or does confer upon any third party (including
any Subcontractor) any implied benefit or right enforceable at the option of the third party
against the Employer.
Clause 1.26 Exercise of Rights
The Parties agree that the exercise of a right by either Party under or in connection with
the Contract shall be deemed to have been exercised:
(a) in a manner consistent with the requirements of good faith as required by Article 246 of
the Code; and
(b) lawfully for the purposes of Article 106 of the Code.
Clause 1.27 Ongoing rights and liabilities
Termination of the Contract shall not prejudice or affect the accrued rights or claims and
liabilities of the Parties. In order that the Parties hereto may fully exercise their rights and
perform their obligations hereunder, those provisions of this Contract which are of a
continuing nature shall survive the issue of the Performance Certificate or any earlier
termination of this Contract for any cause whatsoever.”
Clause 1.28 Third Party Enforcement
The Employer may, by notice to the Contractor, identify one or more Nominated Main
Contractor(s).
Without prejudice to the Employer’s continuing rights and entitlements under this Contract
upon receipt of such notification:
(a) The duties and obligations owed by the Contractor to the Employer under this Contract
in respect of the Works, and the compliance of those Works to the requirements of the
Contract, may be directly enforced by that Nominated Main Contractor, as if it were the
Employer.
(b) The Contractor indemnifies the Nominated Main Contractor(s) against all losses,
damages, costs, claims and expenses whatsoever arising out of or in connection with any
failure on the part of the Contractor to perform or observe all or any of the other acts,
covenants and obligations under the Contract in respect of the Works, provided always
that the Contractor’s liabilities under or pursuant to this indemnity shall not exceed the
Contractor’s liability under or pursuant to the Contract, and further provided always that
notwithstanding the indemnity set out in this clause the Nominated Main Contractor(s)
shall:
(i) not to be entitled to recover any loss or expense which it would be or would have
been unable to recover as damages from the Contractor under the Contract; and
9
(ii) be subject to the same burden of proof as it would have been subject to in an
action for breach of contract under the Contract.
The Contractor shall be entitled in any action or proceedings by the Nominated Main
Contractor(s) to raise any equivalent rights in defence of liability as the Contractor would
have against the Employer under the Contract.
The liabilities and obligations under this clause 1.28 are not capable of assignment by the
Nominated Main Contractor(s) and remain personal to the Nominated Main Contractor(s).
Clause 1.29 Piling Works Contract (Not Applicable)
The Contractor acknowledges and agrees that the design and/or works required by and
pursuant to the Piling Works Contract, including any instructed variation to such works,
(the “Piling Works”) are expressly incorporated (as if set out in full therein) within the
scope of the Contractor’s Works at the date of the Taking Over Certificate under the Piling
Works Contract or the date of this Contract (whichever is later).
Notwithstanding that the Piling Works may have been undertaken or completed before the
date of this Contract, the Contractor shall be responsible for, and liable (as primary obligor)
to the Employer in relation to, the Piling Works as if those works had been undertaken by
the Contractor itself under the terms of this Contract.
The Contractor hereby acknowledges that it (i) has duly inspected the Piling Works and (ii)
has entered into this Contract in full consideration and knowledge of the state, quality and
condition of the Piling Works. Accordingly, the Contractor shall not be entitled to, and shall
not, claim any extension of time or additional sum, or request any price increase, on the
basis of any aspect relating to the Piling Works.
For the avoidance of doubt, the Contractor shall not be liable to the Employer for:
(a) any delay to the undertaking or completion of the Piling Works, unless such delay was
caused or contributed to by the Contractor; and
(b) any amount which the Employer actually recovers under the Piling Works Contract in
respect of any defect or deficiency in relation to the Piling Works, albeit that the Employer
is under no duty or obligation to take any actions against any other party other than the
Contractor in relation to such defects or deficiencies and if the Employer does commence
or pursue any such actions, the commencement or pursuit of those actions shall not affect
or prejudice the Employer’s right under this Contract which would otherwise exist in the
absence of such action.
Notwithstanding any other provision of this Contract (including other paragraphs of this
Clause 1.29), the Employer shall have no liability to the Contractor under, pursuant to or in
connection with the Piling Works Contract or the Piling Works.”
Clause 1.30 Warranties as to Capacity
Insert a new Sub-Clause 1.30 as follows:
“The Employer warrants that it has the power to execute, deliver and perform its
obligations under the Contract and all necessary corporate and other action has been
taken to authorise that execution, delivery and performance.
The Contractor warrants that:

10
(a) it has the power to execute, deliver and perform its obligations under the Contract
and all necessary corporate and other action has been taken to authorize that
execution, delivery and performance;
(b) all information provided to the Employer (including in its tender/ bid documentation)
is complete, accurate and is not misleading;
(c) it has obtained from all relevant Authorities all licences, permissions and consents
required for it to execute the Works and to perform all of its obligations under the
Contract; and
(d) it has the facilities, information technology, capability, experience, management

expertise, financial resources, equipment and staff required to execute the Works
in a competent and expeditious manner and otherwise in accordance with the
Contract.”
Clause 1.31 Anti-bribery And Corruption
Insert new Sub-Clause 1.31 as follows:
For the purposes of this Clause:
“Anti-Bribery Laws” means any applicable law, rule, regulation or other legally
binding measure of any jurisdiction which relates to bribery or corruption applicable
to a Party and shall be deemed to include the U.K. Bribery Act 2010 and the U.S.
Foreign Corrupt Practices Act of 1977 (each as amended from time).
"Government Authority" means:
i. a federal or national government, any political subdivision thereof, or any

local jurisdiction therein;
ii. an instrumentality, board, commission, court or agency, whether civilian or
military, of any of the foregoing, however constituted;
iii. a political party;
iv. a public organisation, being an organisation whose members are (i) countries
or territories; (ii) governments of countries or territories; and/or (iii) other
public international organisations and includes, without limitation, the World
Bank, the United Nations, the International Monetary Fund and the
Organisation for Economic Co-operation and Development; or
v. any company, association, organisation, business, enterprise or other entity
which is owned, whether in whole or in part, or controlled by any person listed
above;
"Public Official" means:

vi. an employee, officer or representative of, or any person otherwise acting in
an official capacity for or on behalf of, a Government Authority;
vii. a person holding a legislative, administrative or judicial position of any kind,
regardless of whether elected or appointed, of a Government Authority;
viii. an officer of, or individual who holds a position in, a political party;
ix. a candidate for political office;
x. an individual who holds any other official, ceremonial or other appointed or
inherited position with a Government Authority; or
11
xi. an individual who exercises a public function for or on behalf of a country or
territory or for any public agency or public enterprise of that country or
territory;
Each Party undertakes that in connection with this Agreement and its obligations
hereunder, it shall and shall procure that its directors, officers, employees and agents shall
at all times comply with all Anti-Bribery Laws.
Each Party represents that in connection with this Agreement and its obligations
hereunder, it shall not, and it shall procure that its directors, officers, employees and
agents shall not, pay, offer, promise, give or authorise the payment of money or anything
of value directly or indirectly:
i. to any person intending to induce a person to improperly perform a

function or activity or to reward a person for any such performance;
ii. to any person while knowing or believing that the acceptance by
that person would constitute the improper performance of a function
or activity; or
iii. to a Public Official (or any other person at a Public Official's request
or with their assent or acquiescence) intending to influence any act
or decision of any such Public Official in his or her official capacity in
order to assist any person in obtaining or retaining business or a
business advantage, or in directing business to any third party or to
secure an improper advantage for any person.
No Party shall be obligated to take any action or omit to take any action under or in
connection with this Agreement, which it believes in good faith would cause it to be in
violation of any Anti-Bribery Law applicable to it.
Each Party hereby undertakes that in connection with this Agreement and its obligations
hereunder, it will not pay, offer, promise or agree to pay, directly or indirectly, any political
contributions, fees, commissions or other undue pecuniary or other advantage to any
Public Official. Each Party further undertakes that in connection with this Agreement and
its obligations hereunder, it will not pay, offer, promise or agree to pay, directly or indirectly
any contributions, fees, commissions or other advantage to any private party who as a
result derives undue pecuniary or other advantage.
Each Party further undertakes that (unless required by law or other applicable legislation)
in connection with this Agreement and its obligations hereunder, it will not, directly or
indirectly offer, pay, promise to pay, or authorize the giving of money or anything of value
to any government official or representative, to any Public Official, or to any private party,
while knowing, or having a good faith basis to believe, that all or a portion of such money
or thing of value will be offered, given or promised, directly or indirectly, to any Public
Official, or to any political party, for the purpose of:
i. influencing any act or decision of such Public Official or political

party in his/her or its official capacity, including a decision to fail to
perform her/his or its official functions; or
ii. inducing such Public Official, or political party, to use his/her or its
influence with the government or any instrumentality thereof to
affect or influence any act or decision of such government or
instrumentality, in order to assist the other Party.”
12
9. Clause 2.1 Right of Access to the Site
Insert the following into the first paragraph after “Appendix to Tender”:
“The Contractor further acknowledges and accepts that the Employer may defer the
Contractor’s right of access to the Works or each Section by up to but no more than 14
calendar days and if such a deferment occurs, the Contractor shall not be entitled to any
additional cost. Should the Employer defer Right of Access under this item, the Contractor
will be afforded the equivalent time deferred to complete the Works or the relevant
Section.”
10. Clause 2.2: Permits, Licences or Approval
Insert at the start of the Sub-Clause:
“The Contractor is fully responsible for obtaining, in good time, all required permits,
licenses and approvals for the Works and acknowledges that it accepts the entire risk of
any delays (whether foreseeable or unforeseeable) in obtaining all such permits, licenses
and approvals (Including if such delays were caused by an Authority)”.
In the new second paragraph, after reference to “in a position to do” insert “but without in
any way limiting or reducing the Contractor’s obligation to obtain all such permits, licenses
and approvals”.
Insert the following at the end of Sub-Clause 2.2:
“The Employer’s assistance referred to in this Sub-Clause 2.2(b) shall be limited to letters
of support to the relevant Authorities responsible for these matters. All further actions
necessary in connection with such applications shall be the Contractor’s sole responsibility.
The Contractor shall be liable for all the reasonable costs incurred by the Employer in
complying with the Contractor’s requests pursuant to this Sub-Clause 2.2.”
Insert the following at the end of Clause 2.2:
“The Contractor shall however be deemed to have satisfied himself as to which permits,
licences and approvals may be required by the Laws of the Country.”
11. Clause 2.4: Employer’s Financial Arrangements
Delete entire Clause.
12. Clause 2.5: Employer’s Claims
Delete last sentence.
13. Clause 3.1: Engineer’s Duties and Authority
Add at the end of this clause:
“The Engineer is required to obtain the approval of the Employer before exercising the
following authority, and no exercise of such authority by the Engineer is effective under the
Contract unless and until the Contractor has received evidence of such approval:
13
(a) instructing Works to be carried out pursuant to clause 3.3 [Instructions of the
Engineer] and clause 13 [Variations] which will make necessary an addition to or a
deduction from the Contract Price or the expenditure of any Provisional Sum;
(b) notifying the Contractor of the Commencement Date under clause 8.1
[Commencement of Work];
(c) consenting to the Contractor's Programme submitted under clause 8.3

[Programme];
(d) determining an extension of Time for Completion of the Works pursuant to clause
8.4 [Extension of Time for Completion] and clause 20.1 [Contractor's Claims];
(e) deducting any delay damages under clause 8.7 [Delay Damages];
(f) instructing the Contractor to suspend progress of part or all of the Works in
accordance with Clause 8.8 [Suspension of Work] of the Conditions;
(g) issuing any Taking-Over Certificate in accordance with Clause 10.1 [Taking over of
the Works and Sections] and or 10.2 [Taking Over of Parts of the Works] of the
Conditions; and
(h) issuing a Performance Certificate in accordance with Clause 11.9 [Performance

Certificate] of the Conditions;
(i) initiating Variations in accordance with Clause 13.1 [Right to Vary] of the
Conditions;
(j) determining or proposing to the Contractor any costs to be added to or deducted

from the Contract Price pursuant to clause 13 [Variations and Adjustments],
clause14 [Contract Price and Payment] and clause 20 [Claims and Disputes];
(k) determining any amount payable by the Contractor to the Employer pursuant to
clause 14 (including under sub-clause 14.13) [Contract Price and Payment] and
clause 20 [Claims and Disputes];
(l) certifying the payment of Retention Money in accordance with clause 14.9
[Payment of Retention Money] of the Conditions; and
(m) issuing a Final Payment Certificate in accordance with clause 14.13 [Issue of Final
Payment Certificate] of the Conditions.
Notwithstanding the obligation on the Engineer, as set out above, to obtain approval, if, in
the opinion of the Engineer, an emergency occurs affecting the safety of life or of the
Works or of adjoining property, he may, without relieving the Contractor of any of his
duties and responsibilities under the Contract, instruct the Contractor to execute all such
work or to do all such things as may, in the opinion of the Engineer, be necessary to abate
or reduce the risk. The Contractor shall forthwith comply, despite the absence of approval
of the Employer, with any such instruction of the Engineer. The Engineer shall determine
an addition to the Contract Price, in respect of such instruction, and shall notify the
Contractor accordingly, with a copy to the Employer.
The Engineer shall have no authority to amend the Contract.”
14
14. Clause 3.3: Instructions of the Engineer
Delete from “whenever practicable” and replace with:
“Any instruction given by the Engineer will not constitute an instruction under the Contract
unless given in writing.
If the Engineer issues an instruction the Contractor must inform the Engineer in writing as
soon as practicable but in any event within 7 days from the date of such instruction if the
Contractor considers that the instruction is, in fact a Variation under Clause 13 [Variations
and Adjustments] and that the Contractor is entitled to an extension of the Time for
Completion and/or any adjustment to the Contract Price for complying with such
instruction. The written notice must identify the relevant instruction and set out:
(a) that the instruction constitutes a Variation (with reasons why);
(b) whether compliance with the instruction will have an impact on the Contract Price and
if so, the likely impact; and
(c) whether the instruction will give rise to an extension of the Time for Completion and if
so, the likely impact.
If:
(i) the Contractor has given a compliant notice in accordance with the above paragraph
and the instruction constitute a Variation; or
(ii) regardless of whether the Contractor has given a compliant notice, the relevant
instruction gives rise to an omission or a reduction in the Contract Price,
then Clause 13 [Variations and Adjustments] shall apply.”
15. Clause 3.4: Replacement of the Engineer
Delete last sentence and insert
“If the Contractor considers the intended replacement Engineer to be unsuitable, he may
make reasonable objection against him by notice to the Employer, and the Employer shall
consider this objection.”
16. Clause 3.5: Determinations
Add at the end of this Clause:
“The Engineer may make interim or final determinations. The Engineer shall give notice to
both Parties of each agreement or determination (specifying whether the determination is
interim or final). An interim determination of the Engineer may be opened up by the
Engineer and amended by another interim determination or a final determination. Each
Party shall give effect to an interim determination unless and until it is amended by
another interim determination or a final determination is issued or unless a written notice
of Dispute under Clause 20.2 [Disputes and Differences] is issued. If a written notice of
Dispute is issued, unless and until revised under Clause 20, the Parties shall give effect to
such interim determination.
15
Any final determination shall be final and binding on the Parties unless either Party serves
a written notice of Dispute under Clause 20.2 [Disputes and Differences] within 56 days
from the date of such determination notice. If a written notice of Dispute is issued, unless
and until revised under Clause 20, the Parties shall give effect to such final determination.”
17. Clause 4.1: Contractor’s General Obligations
Insert the following after the third paragraph:
“The Contractor shall undertake all works which are necessary to satisfy the Specifications
and the Drawings, or can be implied from the Contract, and all other works which
(although not expressly mentioned in the Contract) are necessary for the stability and/or
for the completion, and/or safe and proper operation of the Works.
The design, the Contractor's Documents, the execution and the completed Works shall
comply with all of Ras Al Khaimah’s and International technical standards, whichever are
the more stringent.”
Insert after Sub-Clause (a):
When preparing the Contractor’s Documents in accordance with Sub-Clause 4.1(a), the
Contractor shall, unless otherwise specified in the Contract:
(a.1) give the Engineer, for its review, two copies of:
(a.1.i) the Contractor’s Documents by the dates, or within the times, set out in the
Contract or as otherwise agreed in writing between the Parties; and
(a.1.ii) any amendments proposed to the Contractor’s Documents; and
(a.1.iii) allow 15 working days for the Engineer to review and comment on such
Contractor’s Documents or the amended Contractor’s Documents as the case may
be; and
(a.2) if the Engineer gives the Contractor a written notice, within the time allowed for its
review, stating that the Contractor’s Documents, or any amended Contractor’s Documents,
is not acceptable or not in accordance with the Contract, and the Contractor shall:
(a.2.i) amend that Contractor’s Documents so that it complies with the Contract;
(a.2.ii) promptly submit the amended Contractor’s Documents to the Engineer for
its review; and
(a.2.iii) allow 15 working days for the Engineer to review and comment on the
amended Contractor’s Documents.
The Engineer shall be deemed to have approved the Contractor's Document upon the
expiry of the review periods set out in this clause 4.1 for all the Contractor's Documents
which are relevant to the design and execution of such part, unless the Engineer has
previously notified otherwise.
Any amendment, which the Contractor proposes to any Contractor’s Documents, shall be
promptly submitted to the Engineer, with details of the proposed amendment; and the
reasons for the proposed Amendment together with any other information and supporting
16
documentation the Employer reasonably requires. If the Contractor proposes a change to
the Contractor’s Documents that has previously been submitted under this Sub-Clause
then it shall resubmit the proposed amendment in accordance with the procedures set out
in this Sub-Clause.
Execution of such part of the Works shall not commence prior to Engineer’s approval or if
earlier the expiry of the review periods for all the Contractor's Documents which are
relevant to its design and execution. Execution of such part of the Works shall be in
accordance with these reviewed (and, if specified, approved) Contractor's Documents.
For the avoidance of doubt, any review or approval of, or any comment on, any
Contractor’s Documents by, or on behalf of, the Engineer in accordance with the Contract
is solely to monitor the performance of the Contractor. No approval, comment or review or
similar act (including the absence of disapproval, comment or review) by or on behalf of
the Employer, Engineer or the Employer’s Personnel shall relieve the Contractor from any
of its warranties, obligations or liabilities under or in connection with the Contract, including
responsibility or liability for error, omissions, discrepancies, defects and non-compliances
in the Contractor’s Documents. Any failure to disapprove any Contractor’s Documents
shall not constitute approval, and shall therefore not prejudice the right of the Employer to
reject the Contractor’s Documents under this Sub-Clause or otherwise under the Contract.
Insert at the end of the clause:
“The Contractor shall prepare and submit for the Engineer’s review in accordance with this
Clause 4.1 a complete set of as-built records. In addition the Contractor shall keep-up to
date, a complete set of as-built records of the design and execution of these works,
showing the exact as-built locations, size and details of the works as executed. These
records shall be kept on the Site. Three copies of these as-built records shall be provided
by the Contractor to the Employer, prior to the issue of the Taking-Over Certificate of the
Works. The Works shall not be considered to be completed for the purposes of taking-over
until the Employer has received these documents.
The Contractor undertakes that the design of the Contractor’s Documents, the execution
and the completed Works, approvals and all submission’s for Authority approval, shall be
deemed to be included in the Contract Price, and executed within the Time for Completion.
No extension to the Time for Completion or additional cost shall be granted to the
Contractor for any delays which may arise out of these Contractor designed works.”
Insert the following as a new Clause 4.1A:
“4.1A Contractor’s further warranties
Subject to the remainder of this Clause 4;
(a) in carrying out the Works and all his design obligations under the contract including
the selection of materials and plant to the extent that these are not specified in the
Contract the Contractor shall exercise all reasonable skill care and diligence;
(b) the Contractor warrants that;
(a) he has not used or specified and will not use or specify for use;
(b) he has exercised and will continue to exercise reasonable skill, care and
diligence to see that there are not used;
17
(c) he is not aware and has no reason to suspect or believe that there have
been or will be used;
(d) he will promptly notify the Employer in writing if he becomes aware or has
reason to suspect or believe that there have been or will be used;
Prohibited Materials in or connection with the Works.
(c) he shall have in respect of any defect or insufficiency in any design of the Works
the like liability to the Employer, whether under statute or otherwise, as would an
architect or, as the case may be, other appropriate professional designer holding
himself out as competent to take on work for such design who, acting
independently under a separate contract with the Employer, had supplied such
design for or in connection with works to be carried out and completed by a
building contractor not being the supplier of the design.
18. Clause 4.2: Performance Security
At the end of the first paragraph insert the following:
“The Performance Security shall be issued by a financial institution fully licensed to

operate in the United Arab Emirates and approved by the Employer. For each increment
of 20% or more to the Contract Price, the Contractor shall, at its own cost, increase the
value of the Performance Security, within 14 calendar days of being instructed to do so,
so that the Performance Security constitutes 10% of the increased Contract Price.”
Insert the following after the second paragraph:
“Despite any other provision of the Contract, the provision of the Performance Security in
accordance with this Sub-Clause 4.2 [Performance Security] is a condition precedent to
the entitlement of the Contractor to receive any payment from the Employer under the
Contract and no payment shall be due or payable until this Sub-Clause 4.2 [Performance
Security] is satisfied (or at any time that the Contractor is in default under this Sub-Clause
4.2 [Performance Security]).
Delete the fourth paragraph and replace with the following:
“The Employer may make a claim under the Performance Security whenever it considers
that it has suffered a loss arising out of the Contractor’s breach of contract or if the
Employer considers that sums are due from the Contractor to the Employer in relation to
the Contract (including in respect of delay damage). The Employer may make multiple
calls on the Performance Security subject to the guaranteed amount under the
Performance Security”
Delete the fifth paragraph and replace with the following:
“The Contractor shall have no entitlement to payment under the Contract if it is in breach
of any obligation under this Sub-Clause 4.2”.
At the end of Sub-Clause 4.2, insert the following paragraphs:
“If the Contractor fails to comply with its obligations under Sub-Clause 4.2 regarding the
provision of the Performance Security, the Employer may (without prejudice to any other
entitlement and at its sole discretion) make such deductions from each interim payment to
be made to the Contractor as the Employer considers appropriate so that the Employer
18
retains an amount in the sum of the Performance Security. In this situation, such retained
amount shall be regarded as the Performance Security and may be retained by the
Employer in the same situations in which the Employer would have been entitled to call
the Performance Security. Subject to the Contract, the Employer shall be required to pay
the retained amount to the Contractor within 21 days of the date of issue of the
Performance Certificate.
In addition to the Performance Security, the Contractor shall, within 7 days of being
requested to do so by the Employer, deliver to the Employer a Parent Company
Guarantee in the form annexed as Annex 6 from its ultimate holding company. Without
prejudice to any other entitlement, the Employer shall be under no obligation to make any
payment to the Contractor if it breaches its obligation to provide a Parent Company
Guarantee to the Employer in accordance with the Contract.”
19. Clause 4.3: Contractor’s Representative
Insert the following paragraph at the end of this Sub-Clause:
“If the Employer at any time considers that the Contractor’s Representative is acting
unreasonably the Employer shall notify the Contractor of the same whereupon the
Contractor shall immediately appoint another individual as its Contractor’s Representative
and notify the Employer thereof”.
20. Clause 4.4: Subcontractors
Insert the following at the end of this Sub-Clause:
“The Contractor shall make all payments due to its subcontractors in accordance with the
terms of the relevant subcontract. If the Employer reasonably considers that the
Contractor is not making payments due to its subcontractors, the Employer shall request
the Contractor to explain (with all due substantiation) why payments are not being made to
such subcontractors within such time period as may be specified by the Employer. If the
Employer does not consider that the Contractor has a valid reason to withhold such
payments, the Employer may, in its sole discretion (but is under no obligations to do so),
make such outstanding payments (or parts thereof) to subcontractors and recover the cost
of so doing from the Contractor (including pursuant to the Employer exercising its rights
under Sub-Clause 14.16).
The Contractor shall not terminate, remove or replace a subcontractor without the prior
written approval of the Employer. If requested by the Employer, the Contractor shall
promptly provide the Employer with the reasons for the proposed termination.
The Contractor indemnifies the Employer against any loss, damage, cost or expense,
suffered or incurred by the Employer arising out of or in connection with any:
(a) failure by the Contractor to make payment in accordance with any subcontract; and/or
(b) claim for payment made against the Employer by any of the Contractor’s
Subcontractors.
If a payment is made by the Employer to or in respect of a worker or Subcontractor in

compliance with a Law or arbitral or court order, the amount paid will be a debt due from
the Contractor to the Employer.”
19
21. Clause 4.6: Co-operation
Insert the following after the words “Unforeseeable Cost” in the second paragraph of
Clause 4.6:
“save in respect of such activities of the Employer’s Personnel, and any other contractors
or personnel as are referred to in the Contract”.
Insert the following at the end of this Sub-Clause:
“The Contractor shall be responsible for its construction activities on the Site, and for
coordinating and interfacing its own activities and the execution of the Works with the
activities and/or works of those parties listed in the first sub-paragraph of this Sub-Clause
4.6. The Contractor shall not delay or disrupt such parties in the performance of their
works.
The execution of the work referred to in this Sub-Clause shall not in any way be deemed
to be or treated as taking possession of part or parts of the Works or any Section thereof
by the Employer.”
22. Clause 4.8: Safety Procedures
Insert at the end of this clause:
“(f) comply fully with the Employer’s health and safety rules, codes, policies, procedures
and regulations which are already in place and existing within the Site at the Base Date
and will take full cognisance of such when drafting and implementing the Contractor’s own
rules, codes, policies, procedures and regulations; and
(g) be responsible for the observance of the terms of this clause by all Contractor’s
Personnel.
If the Contractor fails to comply with, implement, impose or is deemed to be in breach of

any of the Employer’s health and safety rules, codes, policies, procedures, regulations and
requirements or any other provision of this Sub-Clause 4.8, the Engineer may give notice
of such failure. Any such notice will detail the failure, the action required by the Contractor
to rectify the failure and the time in which the rectification is to be carried out. If the
Contractor does not rectify the notified failure within the stated time for rectification, the
Engineer may instruct the Contractor to suspend progress of part or all of the Works under
Sub-Clause 8.8 [Suspension of Work] until the rectification is completed.
If any such breach or failure by the Contractor is deemed by the Engineer to be life
threatening in nature the Engineer may immediately instruct the Contractor to suspend
progress of part or all of the Works under Sub-Clause 8.8 [Suspension of Work].
The Contractor shall indemnify the Employer in respect of any fines imposed by any
Authority and in respect of any liability, loss, claim, expenses and/or proceedings of
whatsoever nature arising out of or in connection with any breach of the duties and
obligations referred to in this Sub-Clause.”
23. Clause 4.10: Site Data
Delete “To the extent which was practicable (taking account of cost and time), the” and
insert:
20
“The Contractor shall be responsible for verifying and interpreting all such data. The
Employer shall have no responsibility for the accuracy, sufficiency or completeness of
such data. The”
“(f) the source of supplies of Plant, equipment, Materials, water and power;
(g) the possibility of port congestion and procedures for obtaining clearance of Plant,
equipment & Materials;
(h) the procedures for obtaining visas and clearances for mobilizing staff and labour;
(i) the environmental protection and safety requirements that the Contractor shall adhere
to; and
(j) the anticipated programme of development of the project and the expected density of
construction works on adjacent sites, including the need to provide and maintain access
routes within the Site to serve adjacent sites, as described in the Contract.
The Employer shall be discharged from all liability in connection with any claims under
Sub-Clause 20.1 [Contractor’s Claims] on the grounds of lack of sufficient or probative
data or information thereof.”
24. Clause 4.11: Sufficiency of the Accepted Contract Amount
Insert new paragraph at the end of the Sub-Clause as follows:
“The Accepted Contract Amount is inclusive of any applicable duties and taxes (other than
VAT) which may be payable in relation to the Contractor's obligations under the Contract.
The Contractor shall pay all such duties and taxes (other than VAT) in consequence of his
obligations under the Contract and the Contract Price shall not be adjusted for such duties
and taxes (other than VAT) except as stated in Sub-Clause 13.7 [Adjustments for
Changes in Legislation].”
25. Clause 4.12: Unforeseeable Physical conditions
Delete the Sub-Clause and replace with the following:
“The Contractor hereby acknowledges that it (i) has duly inspected the Site (and therefore
cannot allege ignorance of the same) and (ii) has made its offer (including the Accepted
Contract Price and the Time for Completion) in full consideration and knowledge of the
conditions of the Site. Accordingly the Contractor shall not claim any extension of time,
additional sum for any extra works or request a price increase on the basis that it was
ignorant of the Site conditions (or because the Site conditions were worse than could have
been foreseen). The Contractor shall solely take all actions required to conduct all
inquiries, inspection, examination, and testing and gathering all necessary data and
information relating to the Site and has satisfied itself that the Site is in an adequate
condition to enable it to perform its obligations under the Contract for the Contract Price
and to complete the Works by the Time for Completion.”
26. Clause 4.18: Protection of the Environment
21
“If the Contractor fails to comply with, implement, impose or is deemed to be in breach of
any of the environmental protection rules, codes, policies, procedures, regulations and
requirements and any applicable Laws, the Engineer shall give notice of such failure. Any
such notice will detail the failure, the action required by the Contractor to rectify the failure
and the time in which the rectification is to be carried out. If the Contractor does not rectify
the notified failure within the stated time for rectification, the Engineer may instruct the
Contractor to suspend progress of part or all of the Works in accordance with Sub-Clause
8.8 [Suspension of Work] until the rectification is completed.
If any such breach or failure by the Contractor is deemed by the Engineer to be

threatening of the environment, the Engineer may immediately instruct the Contractor to
suspend progress of part or all of the works in accordance with Sub-Clause 8.8
[Suspension of Work].
The Contractor shall indemnify the Employer in respect of any fines imposed by any
Authority and in respect of any liability, loss, claim, expenses and/or proceedings of
whatsoever nature arising out of or in connection with any breach of the duties and
obligations referred to in this Sub-Clause.”
27. Clause 4.21: Progress Reports
Delete Sub-Clause (h) and insert:
“details of any proposed changes to health and safety and/or environmental management
procedures to be adopted in order to mitigate any breaches in procedures identified over
the reporting period;
(i) a revised programme comparing actual and planned progress, in accordance with Sub-
Clause 8.3, with details of any events or circumstances which may jeopardise the
completion in accordance with the Contract, and the measures being (or to be) adopted to
overcome or mitigate any delays;.
(j) list of Variations, claim notices and other notices given under Sub-Clause 20.1
[Contractor’s Claims]; and
(k) any other matters as may be set out in the Contract or other information reasonably
required by the Employer or the Engineer from time to time.
If the Contractor fails to submit a monthly progress report in accordance with this Sub-
Clause 4.21 and such failure continues for 30 days, the Employer may, in its absolute
discretion, withhold 10% of any payments which would otherwise be due to the Contractor
(and the Engineer shall, if instructed by the Employer, deduct such amount from any
Payment Certificate), until such compliant monthly progress report has been submitted.
(To avoid any doubt, the Contractor shall provide such other reports as may be required
under the Contract.)”
28. Clause 4.22: Security of the Site
“together with the employees, agents and contractors of any Authority, purchaser, tenant,
or management company authorised by the Employer or the Engineer.”
22
29. Clause 4.25: Assignment and novation of Manufacturer’s Warranties
Insert the following as a new Clause 4.25:
(a) The Contractor shall procure that any warranty, express or implied, with respect to any
Plant or Materials used in the execution of the Works made or given by the manufacturer,
any Subcontractor or supplier thereof, or any other seller thereof, will be made in favour of
the Employer or will be assigned or otherwise made available to the Employer or such
entity that the Employer nominates.
(b) The Contractor shall ensure that all warranties referred to in Sub-Clause 4.25 given by
the manufacturer, any Subcontractor or supplier thereof, or any seller thereof, will be
capable of assignment (or if required by the Employer, novated) from the Employer to any
entity to be nominated by the Employer.
(c) To the extent that the warranties cannot be made in favour of the Employer, novated,
assigned or otherwise made available to the Employer (or the Employer’s nominee), the
Contractor agrees (at its cost) to use its best endeavours to enforce such rights as the
Contractor may have, for the benefit of the Employer or its nominee.
(d) The Performance Certificate shall not be issued until the Employer has received such
warranties and confirmation that the warranties are capable of assignment or novation (as
the case may be) from the Employer to any entity to be nominated by the Employer, or if
Sub-Clause 4.25(c) applies, the Contractor has demonstrated to the reasonable
satisfaction of the Employer that it has used its best endeavours to enforce such rights as
the Contractor may have for the benefit of the Employer or its nominee (as the case may
be).
30. Clause 5.2: Objection to Nomination
Delete “The” from the first sentence and replace with:
“Subject to the final paragraph of this Sub-Clause 5.2, the”
Delete sub-clause (c)(ii) and insert the following:
“Notwithstanding the above paragraphs, the Contractor is not entitled to object

(reasonably or otherwise) to the nomination of any nominated Subcontractor where such
entity is included in the Pre-Approved Subcontractor List unless the Contractor expressly
and specifically objected to the identity of the relevant entity as part of its Tender (“Initial
Specific Objection”). To avoid any doubt, even if the Contractor has made an Initial
Specific Objection as part of the Tender, this is not deemed to be a reasonable objection
for the purposes of the Contract; such Initial Specific Objection only allows the Contractor
to raise an objection (if it so wishes) but such objection must comply with the requirements
of Sub-Clause 5.2.
Without prior consent of the Engineer, the Contractor shall not terminate any agreement
with the nominated Subcontractor.
The Contractor shall provide a copy of the subcontract which it proposes to enter into with
each nominated Subcontractor, which shall be on ‘back-to-back’ basis with this Contract,
and the Engineer may request and the Contractor shall procure, any reasonable changes
to the form of subcontract which the Engineer proposes. Contractor must enter into Sub-
Contract Agreement within 14 days from the instruction of the Engineer and any delay in
23
entering into Agreement shall be the responsibility of the Contractor. Contractor shall
provide to the Engineer a copy of the executed subcontract for each nominated
Subcontract within 14 days of its execution.”
31. Clause 5.3: Payments to nominated Subcontractors
“The Contractor shall provide advance payments to nominated Subcontractors where this
is specified in the Tender. The nominated Subcontractors shall submit an advance
payment guarantee for such amount identified in the sub-contract agreement to the
Contractor in a format similar to that used by the Contractor, or a guarantee cheque for
amounts under AED 500,000, and the Contractor shall recover such through 10%
deduction of the amount of each nominated Subcontractor interim payment certificate. The
corresponding advance payment or guarantee cheque shall be released by the Employer
to Contractor upon execution of sub-contract agreement with the nominated Subcontractor
and against the receipt of an advance payment guarantee amendment from the contractor
for such additional advance payment amount. “
32. Clause 6.5: Working Hours
Insert a new paragraph at the end of this clause:
“In the event that the Engineer or any of his consultants or any of the Employer’s other
consultants are obliged to supervise the Contractor’s operations outside of the normal
working hours, the additional cost (if any) of such supervision shall be calculated by the
Engineer and the Contractor shall be liable to pay the Employer in respect of such cost.
The Employer shall be entitled to deduct the relevant amount from monies due to the
Contractor or claim the cost from the Contractor as a debt.
Notwithstanding any provision of this Contract, the Contractor shall comply with the
directives of any Authorities which may at times require that working hours be reduced or
performance of Works be suspended due to religious holidays, summer working hours
restrictions, matters of national security or any other reason. As a result of these
directives, the Contract Price shall not be adjusted, nor shall the Time for Completion for
the Works be extended.”
33. Clause 6.6: Facilities for Staff and Labour
“The Contractor will not be permitted to erect any temporary or permanent living quarters,
camps or housing within the Site.
The Contractor is responsible for the safe transportation of the Contractor’s staff and
labour to and from the site.”
34. Clause 6.7: Health and Safety
“The Contractor shall prior to the Commencement Date, submit to the Engineer for
consent the name and particulars of the person(s) the Contractor proposes to appoint as
accident prevention officer. If consent is denied or subsequently revoked the Contractor
24
shall submit the name and particulars of another suitable person for appointment. The
Contractor shall not, without the prior consent of the Engineer, revoke the appointment of
the accident prevention officer or appoint a replacement. The accident prevention officer
shall be appointed full time to the duties of accident prevention, stationed full-time at site
and shall be fluent in the language of the workforce and that of the language for
communications defined in Sub-Clause 1.4 [Law and Language].
In the case of any fatality or serious accident, the Contractor shall notify the Engineer
immediately.”
35. Clause 6.8: Contractor’s Superintendence
Renumber clause as 6.8.1
Insert new clause 6.8.2 as follows:
“The Contractor may import any personnel who are necessary for the execution of the
Works. The Contractor must ensure that these personnel are provided with the required
residence visas and work permits. The Contractor shall be responsible for the return to
the place where they were recruited or to their domicile of imported Contractor’s Personnel.
In the event of the death in the Country of any of these personnel or members or their
families, the Contractor shall similarly be responsible for making the appropriate
arrangements for their return or burial.”
36. Clause 6.9: Contractor’s Personnel
Insert at the end of this Clause the following:
“Provided it is not acting vexatiously, the Engineer may require the immediate removal
from the Site and the Works of any person who for whom the Contractor is responsible
(including the Contractor’s Representative), in the opinion of the Engineer, fails properly to
observe the provisions of this Contract and such persons shall not be again employed
upon the Works without the approval of the Engineer.”
37. Clause 6.12: Festivals and Religious Customs
Insert new paragraph:
“The Contractor shall in all dealings with its staff and labour have due regard to all
recognised festivals, days of rest, days of reduced mandatory hours and religious or other
customs.”
38. Clause 6.13: Supply of Water
“The Contractor shall provide on the Site (and other areas he is responsible for) an
adequate supply of drinking and other water for the use of its staff and labour.”
39. Clause 6.14: Alcoholic Liquor or Drugs
25
“The Contractor shall not, otherwise than in accordance with the Law bring onto or store
on the Site, import, sell, give, barter or otherwise dispose of any alcoholic liquor or drugs,
or permit or suffer any such importation, sale, gift, barter or disposal by its Subcontractors,
agents, staff or labour.”
40. Clause 6.15: Arms and Ammunition
“The Contractor shall not bring onto or store on the Site, give, barter or otherwise dispose
of to any person or persons, any arms or ammunition of any kind or permit or suffer the
same.”
41. Clause 7.1: Manner of Execution
At the end of paragraph (a), insert “and in accordance with Best Industry Practices” and
insert a new final paragraph as follows:
“All Plant and Materials shall be new, good quality and free from defects (and otherwise in
accordance with the Contract) and the Contractor shall ensure that all Plant and Materials
are commonly available and that replacements can be obtained easily and at reasonable
and competitive prices.”
42. Clause 7.5: Rejection
“The Employer may instruct the Contractor to open up for inspection and retest part of the
Works which have been covered up, to determine if such part of the Works is defective or
otherwise not in accordance with the Contract.
If such parts of the Works, referred to the immediately preceding sub-paragraph, are
defective or otherwise not in accordance with the Contract, the costs of such opening up
(together with the costs of promptly making good the defects) shall be borne by the
Contractor. For the avoidance of doubt, the Contractor shall not be entitled to any
extension of time or increase in the Contract Price as a result of any such opening up.
Subject to the final paragraph of Sub-Clause 7.3, if such parts of the Works referred to in
the sub-paragraph immediately preceding the previous sub-paragraph are in accordance
with the Contract and the Contractor suffers delay and/or incurs Cost from complying with
an instruction from the Engineer to open up for inspection and retest part of the Works
which have been covered up, the Contractor shall give a claim notice to the Engineer and
shall be entitled, subject to Sub-Clause 20.1 [Contractor’s Claims] to:
(i) an extension of time for any such delay, if completion is or will be delayed, under Sub-
Clause 8.4 [Extension of Time for Completion]; and
(ii) payment of any Cost, which shall be included in the Contract Price.
Following receipt of a claim in compliance with Sub-Clause 20.1, the Engineer shall
proceed in accordance with Sub-Clause 20.1 [Contractor’s Claims] and Sub-Clause 3.5
[Determinations] to agree or determine the matters described in the preceding sub-
paragraph.”
26
43. Clause 7.9: Security Interests
Insert new Clause 7.9:
“(a) The Contractor acknowledges and agrees that it shall not file, claim or register any
Security Interest, and shall use its best efforts to prevent any Security Interest from being
filed, claimed or registered by any Subcontractor or by any employee, servant or agent of
the Contractor or Subcontractor, against the Works or any real or other property of the
Employer or the Contractor, for any works done or any services rendered or any item of
Plant or Materials supplied under the Contract or any subcontract let by the Contractor
and shall procure that all subcontracts contain undertakings to the like effect.
(b) In the event that any such Security Interest should be filed, claimed or registered, the
Contractor shall immediately notify the Employer and shall promptly discharge, by bond or
otherwise to the satisfaction of the Employer, such Security Interest.
(c) Until any Security Interest contemplated by Sub-Clause 7.9(b) is fully discharged, the
Employer shall have the right to withhold one hundred and twenty five percent (125%) of
the full amount claimed giving rise to the Security Interest from any payments to be made
to the Contractor, and such withholding of payment shall not affect the other rights and
obligations of the Parties under the Contract. Alternatively, the Employer may, at its
discretion, discharge the Security Interest by paying the appropriate amount directly to the
relevant person and deduct such amount from further payments to be made to the
Contractor pursuant to the Contract.
(d) The Contractor shall indemnify the Employer against any loss, damage, cost or
expense (including legal fees and the cost and expense of the Employer discharging any
Security Interest as contemplated by Sub-Clause 7.9(c)) to the extent arising out of or in
connection with any Security Interest being filed, claimed or registered as referred to in
Sub-Clause 7.9(b).
(e) On its application for the Taking Over Certificate for the Works, pursuant to Sub-
Clause 10 [Employer’s Taking Over], the Contractor shall certify to the Employer, by way
of a certificate that it has no knowledge of any outstanding Security Interests or claims
which may result in Security Interests affecting the Works or the Site.”
44. Clause 8.3: Programme
Delete “submit a revised programme to the Engineer in accordance with this Sub-Clause”
and insert:
“within seven (7) days submit a revised programme to the Engineer in accordance with
this Sub-Clause.
The Contractor shall take into account and allow for the fact when preparing each
programme that the Contractor is required to coordinate the work of other Employer
employed contractors, together with the employees, agents and contractors of any
Authority, purchaser, tenant or management company authorised by the Employer or the
Engineer pursuant to Sub-Clause 4.6 and to ensure compliance with other individual
approved programmes and the approved overall programme for the Works, allowing the
other parties full access to the relevant part of the Site as required by the Contract.
Any consent by the Engineer of any revised programme or any “Schedule of Works” (in
whole or in part), either expressly in writing or otherwise, does not constitute approval of or
27
acknowledge any entitlement to an extension of the Time for Completion. Such consent
only provides the Engineer’s acknowledgement of the Contractor’s notification of an
anticipated early or late completion of certain work activities as expressed in the revised
programme.
If the Contractor fails to submit any programme or revised programme in accordance with
this Sub-Clause 8.3 and such failure continues for 30 days, the Employer may, in its
absolute discretion, withhold 10% of any payments which would otherwise be due to the
Contractor (and the Engineer shall, if instructed by the Employer, deduct such amount
from any Payment Certificate), until such compliant programme or revised programme (as
the case may be) has been submitted.”
45. Clause 8.4: Extension of Time
In clause 8.4(b) delete “a Sub-Clause” and add “Sub-Clauses 17.4 and 19.4”.
Insert the following to the first paragraph of Clause 8.4, after the word “Site” at the end of
sub-paragraph (e) of that paragraph:
“but provided that
(f) the Contractor has made reasonable and proper efforts to mitigate such delay; and
(g) any such delay which is concurrent with another delay, the cause of which is the
responsibility of the Contractor, shall be ignored.”
“In order for the Engineer to determine the amount of such extension, the Contractor shall
prepare a Time Impact Analysis for adjustment of the required Time for Completion. The
Time Impact Analysis shall define the extent of adjustment and the basis therefore in a
form acceptable to the Engineer and shall include but not be limited to:
(a) identification of activities which will require change;
(b) an analysis of how Float has been used to minimise the additional time required; and
(c) providing a cause and effect analysis of the factual events relied on and how this
materially affects the critical path of the Works.
The Time Impact Analysis shall indicate the date(s) that the relevant event and any extra
or additional work occurred (or will occur), the status of the work at that time, and the
resultant impact on the Time for Completion.
The Time Impact Analysis and any additional supporting information shall form an integral
part of the fully detailed claim for any extension of Time for Completion described in the
fifth paragraph of Sub-Clause 20.1 [Contractor’s Claims] and shall be provided regardless
of whether the event is continuing.
When assessing whether there is any entitlement to an extension of the Time for
Completion, the Engineer shall have regard to the various different elements of Float
contained in the programme at the relevant time. To avoid any doubt, Float in the
programme (whether included in the original programme or created during the course of
the Works) does not belong to either the Contractor or the Employer. If the Contractor is
28
entitled to claim an extension of the Time for Completion under this Contract, the
Contractor acknowledges and agrees that it shall only be entitled to an actual extension of
the Time for Completion where and to the extent that the event which entitles the
Contractor to claim an extension of the Time for Completion reduces the Float in the
affected activities to be below zero at the relevant time.”
46. Clause 8.5: Delays Caused by Authorities
Delete “If” and insert “Subject to the Contractor complying with Sub-Clause 4.6, if”
47. Clause 8.6: Rate of Progress
“The Engineer may, in addition, instruct the Contractor to take such other measures as are
appropriate to expedite the progress and complete the Works and Sections within the
Time for Completion and/or bring progress back on current programme.
In the event that the Contractor fails to adopt the revised methods and/or take such other
measures in accordance with this Sub-Clause, the Employer may give a notice of default
to the Contractor specifying the failures. If the Contractor fails to rectify the failure or
provide a response which is satisfactory to the Employer within 7 days of the date of such
notice (or such other longer period as the Employer may specify), the Employer may
instruct a third party contractor to adopt such methods and/or measures and (i) the
Contractor shall pay the costs arising to the Employer in addition to the delay damages
and other damages (if any) under Sub-Clause 8.7 and (ii) the Contractor shall be liable for
the third party contractor as if it were its Subcontractor.”
48. Clause 8.7: Delay Damages
Delete the first sentence of the second paragraph.
At the end of the final paragraph insert “and are strictly without prejudice to the Employer’s
other entitlements under the Contract.”
Delete “These” from the second paragraph and insert:
“The Contractor shall also reimburse the Employer for any additional fees payable by the
Employer to any consultants engaged by the Employer arising out of or in connection with
the Contract which are payable as a result of the Contractor’s failure to complete the
whole of the Works within the Time for Completion.
Subject to the immediately preceding sub-paragraph,”
“If the Employer has become entitled, under this Sub-Clause 8.7, to the maximum amount
of delay damages stated in the Appendix to Tender, it shall be entitled to terminate the
Contract in accordance with Sub-Clause 15.2.”
49. Clause 8.8: Suspension of Work
Delete the first two sentences of Clause 8.8 and substitute the following:-
29
“The Employer may at any time and from time to time, instruct the Contractor to suspend
progress of part or all of the Works, and may at any time after any such instruction instruct
the Contractor to resume work. During any such suspension, the Contractor shall protect,
store and secure such part of the Works against any deterioration, loss or damage, and
any Materials stored on or off Site against any deterioration, loss or damage and (unless
otherwise instructed by the Employer) shall maintain the Contractor’s Plant, Contractor’s
Equipment and Contractor’s Personnel ready to resume normal working on receipt of an
instruction from the Employer to proceed.”
“During any period of suspension, the Contractor shall not remove from the Site any
Materials, Plant or any Contractor’s Equipment without the prior written consent of the
Employer.”
At the end of the second paragraph, insert the following:
“Without limitation, the Employer may suspend performance of the Works if the Contractor
is failing to discharge the Works in accordance with the Contract or is otherwise in breach
of its obligations under the Contract.”
50. Clause 8.9: Consequences of Suspension
Insert at the end of the final paragraph
“or of any other breach of the Contract by the Contractor.”
51. Clause 8.12: Resumption of Work
“If the cause of the suspension is attributable to or the responsibility of the Contractor, the
Contractor shall bear the cost of making good.
The Contractor shall recommence the relevant suspended Works within seven (7) days of
receipt of the Employer’s notice withdrawing the suspension.”
52. Clause 9.1: Contractor’s Obligations
“The Employer, and any other parties notified by the Engineer or the Employer shall have
the right to witness all such tests and make representations to the Employer, Contractor
and the Engineer.”
53. Clause 10.1: Taking Over of the Works and Sections
Delete the last paragraph and insert:
“In the event that the application is rejected the Contractor shall forthwith attend to any
such items of work as shall have been notified by the Engineer (and shall, if necessary,
give the Engineer a further notice, in accordance with Sub-Clause 10.1), so that the
procedures in Sub-Clause 10.1 are repeated as often as may be necessary.
30
The Parties acknowledge and agree that the Works, or any Section or part of the Works
will not be complete, and the Employer is not bound to take delivery for the care and
custody of the Works unless the Engineer has issued a Taking-Over Certificate to the
Contractor in accordance with this Clause 10.”
54. Clause 11.3: Extension of Defects Notification Period
Delete the first paragraph and insert:
“In the event that any Plant or Materials or part of the Works are repaired or replaced by
the Contractor during the Defects Notification Period then the Contractor agrees that the
Employer shall be entitled to an extension to the Defects Notification Period of 365 days in
respect of such repaired or replaced Plant or Materials or part of the Works so that such
repaired or replaced Plant or Materials or part of the Works shall have the benefit of the
full Defects Notification Period calculated from the date of completion of such repair or
replacement.”
55. Clause 11.7: Right of Access
Delete this clause and insert:
“Until the Performance Certificate has been issued, the Contractor shall, with the
Employer’s prior written approval, have limited right of access to the Works and to records
of the operation and performance of the Works, as is reasonably required in order for the
Contractor to comply with this Clause 11, except as may be inconsistent with the
Employer’s reasonable security restrictions, or agreements with third parties. The Contract
shall comply with the Employer’s requirements (if any) in relation to such access, including
liaising closely with other contractors.”
56. Clause 11.9: Performance Certificate
Delete the final paragraph of this Sub-Clause and replace with the following:
“The Performance Certificate shall not be deemed to constitute approval or acceptance of

the Works. Notwithstanding the issue of a Performance Certificate, the Contractor shall be
responsible for remedying at its cost any Latent Defect (including if the Latent Defect in
question is caused by adverse ground conditions), as well as any damage to the Works
caused by a Latent Defect, which appears or occurs at any time during the Latent Defect
Period. The Employer shall give the Contractor written notice of any such Latent Defect or
damage. Subject to the Contractor agreeing to abide with requirements and conditions
concerning access that the Employer may specify, the Employer shall provide the
Contractor such access to the Permanent Works as may be reasonable for such purposes.
The Contractor shall remedy any Latent Defect or damage as soon as reasonably
practicable (in the opinion of the Employer).
If the Contractor fails to remedy the Latent Defect or damage by the date specified by the
Employer acting reasonably, the Employer may carry out the work itself or by others at the
Contractor’s cost and the Contractor shall pay to the Employer the costs incurred by the
Employer in remedying the Latent Defect or damage. This clause shall not relieve the
Contractor from any of its warranties, obligations or liabilities under or in connection with
the Contract, or otherwise under the Laws.”
31
57. Clause 11.12: Decennial Liability
Insert a new clause:
“Notwithstanding the other provisions of this Clause 11 and in accordance with (but
without limitation to) Article 880 of the Code, the Contractor shall remain liable for a period
of 10 years (or such longer liability period as provided by Law) commencing on the date of
issue of the final Taking-Over Certificate for any total or partial collapse of the Works, and
for any defect which threatens or affects the integrity, stability or safety of the Works
and/or any structures or civil works adjacent to or surrounding the Works.”
58. Clause 12.1: Works to be Measured
Delete the first sentence and substitute the following:
“Unless otherwise stated in the Contract, the Contractor will be paid the lump sum
Contract Price which shall not be re-measured or re-valued for payment. To avoid any
doubt, the procedures set out in this Clause 12 and the Bill of Quantities are provided
solely for the purposes of administration of the Contract in respect of determining the
amount to be included in any Statement and in any Payment Certificate and the evaluation
of Variations.
If the Contract expressly provides that any part of the Works is to be paid according to
quantity supplied or measured work done, the provisions for measurement and evaluation
shall be as stated in the Contract or as otherwise agreed in writing between the Parties.
Where part of the Works are to be measured on a cost reimbursable basis and are not
included in the lump sum Accepted Contract Amount they shall be measured and valued
for payment in accordance with this Clause.
All quantities contained within the Bill of Quantities are deemed to have been checked and
verified by the Contractor prior to submitting his Tender.
The Contractor is responsible for the accuracy of the quantities and no adjustment to the
Contract Price will be made in the event of any error or omission in the quantities being
discovered after the acceptance of the Tender.
No error in description in the Bill of Quantities or omission therefrom shall invalidate the
Contract nor release the Contractor from the execution of the whole or any part of the
Works according to the Contract or from any of his obligations or liabilities under the
Contract.
Notwithstanding the priority of documents listed in Sub-Clause 1.5 [Priority of Documents],

where an item of work included in the Bill of Quantities is described therein in more detail
and/or is specified to a higher standard/value than that which is indicated in the
Specification and/or on the Drawings, it shall be deemed both that the full value of that
item of work as described in the Bill of Quantities was included in the Contract Price and
that it is work which is required to be executed by the Contractor in fulfilment of his
obligations under the Contract.”
59. Clause 12.3: Evaluation
Insert after the first paragraph:
32
“To avoid any doubt, except as provided for under Clause 13 [Variations and Adjustments]
and sub-paragraph (d) of Sub-Clause 14.1 [The Contract Price], the quantities set out in
the Bill of Quantities are not to be taken to be the actual and correct quantities of the
Works to be executed by the Contractor in fulfilment of the Contractor’s obligations under
the Contract and are not subject to re-measurement. Any error in or omission from the Bill
of Quantities shall not in any way vitiate or invalidate the Contract nor be grounds for
adjusting the Contract Price.”
Delete (a)(i) to (a)(iv)
60. Clause 13.1: Right to Vary
Delete “unless it is to be carried out by others” from sub-clause (d).
Insert the following at the end of the clause:
“Notwithstanding any other provisions of the Contract, no change, modification, addition or

deletion to, in or from the Specification or the Contractor’s Documents, the Works or the
Contractor’s conditions and methods of working, which are necessary due to any act,
omission or default of the Contractor in the performance of its obligations under the
Contract, shall be deemed to be a Variation and any such matter shall not result in any
adjustment of the Contract Price, extension of time or other relief. Any additional costs to
the Employer caused by such change, modification, addition or deletion which are
attributable to such default or breach shall be borne by the Contractor and may be
recovered by the Employer.
For the avoidance of doubt, the Employer and, if authorised in accordance with the
Contract, the Engineer, shall be entitled to instruct a Variation and the Contractor shall be
obliged to execute such Variation notwithstanding any failure of the Parties to agree on the
changes (if any) to the Contract Price, Contract Programme and/or the Works required as
a result of such Variation.
No Variation invalidates the Contract. The Contractor agrees that a Variation may involve
the omission of any part or parts of the Works and the Contractor agrees that, to the
extent possible at Law, the Employer may engage others to perform that part or parts of
the Works which have been omitted. The Contractor further acknowledges that although
the Contractor may be entitled to recover certain costs pursuant to Sub-Clause 12.4
[Omissions], any omission or omissions will not entitle the Contractor to claim any loss,
including loss of profit or loss of revenue and shall not constitute a basis to allege that the
Employer has repudiated or rescinded the Contract no matter the extent or timing of the
omission or omissions and the Contractor agrees that it is not entitled to and that it shall
not seek the permission of the courts or otherwise seek to avoid or rescind the Contract.”
61. Clause 13.3: Variation Procedure
Delete the words “prior to instructing a” in the first sentence of Clause 13.3 and insert: “for
any”
Delete “as soon as practicable” from the first paragraph and insert “within seven (7) days
or such other time agreed with the Engineer at the time of request”.
Delete the final paragraph and insert:
33
“Upon instructing or approving a Variation, the Engineer shall proceed in accordance with
Sub-Clause 3.5 [Determinations] to agree or determine adjustments to the Contract Price
and to the schedule of payments under Sub-Clause 14.4 [Schedule of Payments] (if any).
These adjustments shall take account of the Contractor’s submissions under Sub-Clause
13.2 [Value Engineering] (if applicable) and shall be evaluated in accordance with Clause
12 [Measurement and Evaluation].”
62. Clause 13.5: Provisional Sums
After “shall include only” insert “direct, reasonable and properly incurred and
substantiated”
63. Clause 13.7: Adjustments for Changes in Legislation
Insert the following at the end of the first paragraph:
“but only insofar as the Contractor could not reasonably have foreseen such matters at the
Base Date”,
Insert the following after the words “made after the Base Date” in the second paragraph:
“but only insofar as the Contractor could not reasonably have foreseen such matters at the
Base Date”.
64. Clause 13.8: Adjustments for Changes in Cost
Delete this entire clause and insert:
“To avoid any doubt, the Accepted Contract Amount and the Contract Price shall not be
adjusted for rises or falls in the cost of labour, fuel, consumables, transportation, Goods
and other inputs to the Works.
Any references in the Contract to entitlement under this Clause 13.8 are to be ignored in
the interpretation of this Contract.”
65. Clause 13.9: Site and Head Office Overhead
Insert a new clause:
“If, on the issue of the Taking-Over Certificate for the whole of the Works, it is found that
as a result of:
(a) all varied work pursuant to Clause 13.1 [Right to Vary], and
(B) all adjustments upon measurement of the estimated quantities set out in the Bill of
Quantities, excluding Provisional Sums, dayworks and adjustments of price made under
Clause 13.7 [Adjustments for Changes in Legislation],
but not from any other cause, there have been additions to or deductions from the
Contract Price which taken together are in excess of 25 per cent of the Accepted Contract
Amount then and in such event (subject to any action already taken under any other Sub-
Clause of this Clause), after due consultation by the Engineer with the Employer and the
Contractor, there shall be added to or deducted from the Contract Price such further sum
as may be agreed between the Contractor and the Engineer or, failing agreement,
34
determined by the Engineer having regard to, and in respect of, the Contractor’s Site and
general overhead costs of the Contract. The Engineer shall notify the Contractor of any
determination made under this Sub-Clause, with a copy to the Employer. Such sum shall
be based only on the amount by which such additions or deductions shall be in excess of
25 per cent of the Accepted Contract Amount.”
66. Clause 14.1: The Contract Price
“Unless otherwise stated in the Particular Conditions:
(a) the Contract Price shall be fixed price lump sum Accepted Contract Amount and be
subject to adjustments in accordance with the Contract;
(b) the Contractor shall pay all taxes, duties and fees arising under or in connection with
the performance of the Works and the Contractor’s obligations under or in connection with
this Contract, and the Contract Price shall not be adjusted for any of these costs except as
stated in Sub-Clause 13.7 [Adjustments for Changes in Legislation];
(c) and except as provided for under Clause 13 [Variations and Adjustments] and sub-
paragraph (d) below, the quantities set out in the Bill of Quantities are not to be taken to
be the actual and correct quantities of the Works to be executed by the Contractor in
fulfilment of the Contractor’s obligations under the Contract and are not subject to re-
measurement. Any error in or omission from the Bill of Quantities shall not in any way
vitiate or invalidate the Contract nor be grounds for adjusting the Contract Price
(d) If the Contract expressly provides that any part of the Works is to be paid according to
quantity supplied or measured work done, the provisions for measurement and evaluation
shall be as stated in the Contract or as otherwise agreed in writing between the Parties;
(e) the Contract Price is deemed to be all inclusive, including but not limited to, all Costs,
any other direct and/or indirect Costs, expenses, overheads, profit, withholding tax, levies,
duties, imposts and any other taxes (howsoever arising) except as stated in Sub-Clause
13.7 [Adjustments for Changes in Legislation]; and
(f) the Contractor shall submit to the Engineer, within 28 days after the acceptance of the
Letter of Intent, a forecast of Advance and Interim Payment Applications, in the form of
cash-flow-charts compatible with the Accepted Contract Amount and the Contractor’s
summary construction programme.
(g) if requested by the Engineer, the Contractor shall submit, within twenty-eight (28)
calendar days, from the date of such request, provide a detailed breakdown of the
requested parts of its Bills of Quantities, including calculations and build-up of all unit rates
into Labour, Plant and Materials, overheads and profit and any other additions, including
the calculation and breakdown of preliminaries and Attendances. The Engineer may take
account of the breakdown when preparing Payment Certificates, but shall not be bound by
it.”
67. Clause 14.5: Plant and Materials intended for the Works
Delete this clause in its entirety and insert:
35
“The Contractor, in addition to its right under Clause 14.3(a) of the General Conditions of
Contract shall include a value for Materials delivered to the Site. For the avoidance of
doubt, the Contractor shall not be entitled to payment for Materials off-site.”
68. Clause 14.6: Interim Payments
Replace “(b)” with:
“(b) without prejudice to paragraphs (a), if the Contractor fails to submit its programme or
revised programme in accordance with Sub-Clause 8.3 [Programme] or monthly progress
report in accordance with Sub-Clause 4.21 [Progress Reports] and any such failure
continues for 30 days, an aggregate of 10% of any payment which would otherwise be
due to the Contractor may be withheld until such time as a compliant programme or
monthly progress report (as the case may be) has been submitted. To avoid doubt, the
Employer may, in its absolute discretion, direct the Engineer to deduct from any Payment
Certificate the amounts which may be withheld as a result of the application of this Sub-
Clause 14.6;
69. Clause 14.7: Timing of Payments
Delete sub-clause (a) and insert:
“(a) the first instalment of the advance payment within 56 days from the latest date of the
submission of the documents referred to in Clause 14.2”
70. Clause 14.8: Delayed Payment
Delete Sub-Clause 14.8 and replace with the following:
“The Contractor shall not be entitled to any compensation (including in respect of financing
charges or interest) if the Employer fails to comply with its payment obligations under the
Contract.”
71. Clause 14.11: Application for Final Payment Certificate
Delete “under Sub-Clause 20.4 [Obtaining Dispute Adjudication Board’s Decision] or Sub-
Clause 20.5 [Amicable Settlement]”, and insert: “by amicable agreement”
72. Clause 14.13: Issue of Final Payment Certificate
“No payment by the Employer, or the issue of any certificate, constitutes acceptance by
the Employer of the Works or any part of the Works, or releases the Contractor from any
of its warranties, obligations or liabilities under or in connection with the Contract.”
73. Clause 14.16: Set-off
Insert a new Sub-Clause 14.16 as follows:
“Despite any other provision of the Contract, the Employer may set off or deduct from any
amount due to the Contractor under the Contract or under any under contract entered into
between the Employer and the Contractor any money due from the Contractor to the
Employer in respect of or arising out of the Contract.”
36
74. Clause 15.2: Termination by Employer
In Sub-Clause (d) delete “the whole of” and insert “all or part of”
Add new Sub-Clauses as follows:-
“(g) the final paragraph of Sub-Clause 8.7 [Delay Damages] applies;
(h) refuse or ignore the instructions of the Engineer without reasonable justification
which shall be duly submitted in writing upon immediate receipt of the instruction;
(i) is otherwise in material breach of the Contract; or
(j) uses deception or fraud in its transactions with the Employer.”
In the third paragraph of Clause 15.2 delete in lines 4 and 5 from “(i)” to “and”.
Insert the following after the words “Goods” in line 2 of the penultimate paragraph of
Clause 15.2 “, Contractor’s Equipment, Temporary Works,”
Delete the final paragraph and insert:
“At any time, and from time to time, after termination the Employer may give notice to the
Contractor specifying items of Contractor’s Equipment and/or Temporary Works which are
no longer required for the completion of the Works and which will be released to the
Contractor at or near the Site. After completion of the Works the Employer shall give
notice to the Contractor that the Contractor’s Equipment and Temporary Works, or such of
them as have not already been released or otherwise disposed of, will be released to the
Contractor at or near the Site. On receipt of any such notice, the Contractor shall promptly
(and in any event, within 7 days of the date of such notification) arrange the removal of the
Contractor’s Equipment and Temporary Works specified in the notice, at the risk and Cost
of the Contractor. However, if the Contractor fails to remove any items of Contractor’s
Equipment and/or Temporary Works specified in such notice, or if by this time the
Contractor has failed to make a payment due to the Employer, these items may be sold by
the Employer (without any obligation on the Employer to obtain the best price). The
proceeds of sale shall be held by the Employer (but without any obligation on the
Employer to invest the proceeds) and credited to the account of the Contractor in
accordance with Clause 15.4(c).”
75. Clause 15.5: Employer’s Entitlement to Termination
“The Employer shall have the right to terminate this Contract, or suspend the Works (in
whole or in part), with or without cause, immediately in writing and without the need for
obtaining any court approval. Such termination or suspension shall take effect
automatically on the date set-out in the relevant notice. In the event of such suspension or
termination, the Employer shall be obligated to pay the Contractor’s reasonable,
demonstrable Costs necessarily incurred in the performance of the Works to the
satisfaction of the Employer up to the effective date of termination or suspension.
In the event that termination was for convenience and not related to the default of the
Contractor (but not otherwise), the Employer shall also pay the Contractor for any direct,
reasonable, and documented costs resulting from such termination (e.g. the direct costs of
37
demobilisation). Nevertheless, and regardless of the reason for termination or suspension,
the Contractor shall have no right to payment for consequential and/or indirect costs,
damages, loss and/or expense, and without prejudice to the generality of the foregoing
shall not in any event be entitled to claim in respect of any lost profits, lost revenue, lost
opportunity, lost contracts or any other losses arising out of or in connection with such
termination or suspension.
After this termination, and subject to this clause 15.5, the Contractor shall proceed in
accordance with Sub-Clause 16.3 [Cessation of Work and Removal of Contractor’s
Equipment] and the Contractor’s sole entitlement to payment and/or compensation in
respect of such termination for convenience shall be payment in accordance with Sub-
Clause 19.6 [Optional Termination, Payment and Release].
76. Clause 15.6: Assignment to Employer
Add a further Clause as follows:
“After termination, the Contractor shall, if so instructed by the Engineer in writing within 7
days of termination, assign to the Employer the benefit of any agreements which the
Contractor may have entered insofar the supply of any goods or materials and/or for the
carrying out of any work for the purposes of the Contract”.
77. Clause 16.1: Contractor’s Entitlement to Suspend work
Delete the first paragraph and insert:
“If the Employer fails to comply with Sub-Clause 14.7 [PAYMENT], the Contract may, after
giving not less than 42 days’ notice to the Employer, suspend work (or reduce the rate of
work) unless and until the Contractor has received payment as described in the notice.”
Delete from the second paragraph “financing charges under Sub-Clause 14.8 [Delayed
Payment] and to”.
Delete from the third paragraph: “such Payment Certificate, evidence or”
78. Clause 16.2: Termination by Contractor
Delete clauses 16.2(a), 16.2(d) and 16(e).
Delete in line 2 of the second paragraph of clause 16.2, “terminate” and insert “of his
intention to terminate”.
Delete the second sentence of Clause 16.2 and substitute the following:
“After the expiry of such notice (unless the circumstances which gave rise to the right of
the Contractor to give such notice have been rectified by the Employer or have otherwise
ceased) the Contractor shall be entitled to give notice to the Employer terminating the
Contract forthwith.”
“Termination pursuant to Sub-Clause 16.2 shall take effect automatically on the date
specified in the notice without the need for any court approval unless the Employer makes
38
payment and/or recommences the work and/or remedies the failure, in which case the
notice shall be deemed null and void.
To the extent possible at Law, the Contractor acknowledges and agrees that:
(a) the rights to terminate which are expressly set out in this Contract are the exclusive
rights available to the Contractor to terminate this Contract or otherwise render the
Contract void, voidable or otherwise seek to rescind the Contract as a result of any breach,
default or other act or omission of the Employer or any Employer’s Personnel; and
(b) the Contractor shall not be entitled to and shall not seek by any means (including by
application to the courts) to render the Contract void, avoid the Contract, terminate or
otherwise seek to rescind the Contract by virtue of any provision of the Code or otherwise
at Law.”
79. Clause 16.3: Cessation of Work and Removal of Contractor’s Equipment
Delete sub-clauses (b) and (c) and insert:
“b) hand over to the Employer the Contractor’s Documents, all Plant, Materials and other
work, for which the payment has been certified in accordance with Sub-Clause 14.6 [Issue
of Interim Payment Certificates];
(c) remove all other Goods from the Site, except as necessary for safety or those owned
by the Employer, and vacate the Site.
(d) to the extent legally possible, procure the assignment or novation or otherwise to the
Employer or an entity nominated by the Employer all rights, title and benefit of the
Contractor to the Works and in the Plant, Materials and other work as at the date of
termination;
(e) deliver to the Employer all Contractor’s Documents prepared by the Contractor or its
Subcontractors as at the date of termination in connection with the Works; and
(f) unless otherwise notified in writing by the Employer, remove all Contractor’s Equipment
and/or Temporary Works from the Site and remove from the Site any wreckage, rubbish
and debris of any kind and leave the whole of the Site in a clean and safe condition. If the
Contractor fails to remove any items of Contractor’s Equipment and/or Temporary Works
within 14 days’ of any notification, these items may be sold by the Employer (without any
obligation on the Employer to obtain the best price). The proceeds of sale shall be held by
the Employer (but without any obligation on the Employer to invest the proceeds) and
credited to the account of the Contractor in the assessment under Clause 19.6 [Optional
Termination, Payment and Release].”
80. Clause 16.4: Payment on Termination
Delete sub-clause (c)
81. Clause 17.1: Indemnities
In the final paragraph delete from “and (2) the matters” to the end of the paragraph.
39
82. Clause 17.3: Employer’s Risks
Delete the words “an experienced contractor” in paragraph (h) of Clause 17.3 and
substitute the following:
“a suitably qualified contractor having experience of carrying out work for projects of a
similar type, nature and complexity to the Works”.
83. Clause 17.4: Consequences of Employer’s Risks
“If such delays and/or Costs arise as a consequence of any risk listed in Sub-Clause 17.3
[Employer’s Risks] and any other risk not listed therein, then the agreement or
determination in accordance with Sub-Clause 3.5 [Determinations] shall take into account
the proportionate responsibility of the Contractor and the Employer.”
84. Clause 17.6: Limitation of Liability
“The total liability of the Contractor to the Employer, under or in connection with the
Contract other than under Sub-Clause 4.19 [Electricity, Water and Gas], Sub-Clause 4.20
[Employer’s Equipment and Free-Issue Material], Sub-Clause 17.1 [Indemnities] and Sub-
clause 17.5 [Intellectual and Industrial Property Rights], shall not exceed the Contract
Price.
The Employer shall not be liable to the Contractor for loss or use of any Works, loss of
profit, loss of revenue, loss of business, loss of any contract or for any indirect or
consequential loss or damage which may be suffered by the Contractor in connection with
the Contract.
This Sub-Clause shall not limit the Contractor’s liability in any case of fraud, deliberate
default or reckless misconduct.”
85. Clause 18.1: General Requirements for Insurances
Delete the third paragraph.
Insert the following at the end of the first sentence:
“Notwithstanding any provision to the contrary, the Contractor is wholly responsible for
taking out and maintaining any and all insurances referred to under the Contract.”
Insert after the tenth paragraph the following:
“Should the Employer (in its sole discretion) elect to insure the Works as stated above, the
Contractor shall provide all information required by the Employer’s Insurer.”
Insert the following at the end of the penultimate paragraph:
"Without prejudice to the generality of the foregoing, the Contractor shall indemnify the
Employer against any amount which would otherwise be claimable by the Employer under
any of the insurances required to be effected but which the Employer is unable to claim by
40
virtue of the amount concerned falling within any deductible or excesses applicable to the
relevant insurance cover, or as a result of any act or omission of the Contractor which
renders any insurance policy which either party is required to effect and maintain under
this Contract void or voidable. The Contractor shall comply with all requirements of
insurers providing the insurances required under this Contract and shall not do or allow to
be done anything which may render any insurance policy which either party is bound to
effect and maintain under this Contract void or voidable."
86. Clause 18.2: Insurance for the Works
Insert the words in second line of the first paragraph after the words “………not less than
the full reinstatement costs”
“plus 15%”
87. Clause 18.5: Professional indemnity insurance
Insert new clause 18.5
18.5.1 The Contractor shall maintain professional indemnity insurance covering (without
limitation) all its liability hereunder whether for breach of contract, negligence or
otherwise in respect of defects or insufficiency in design upon customary and
usual terms and conditions prevailing for the time being in the insurance market,
and with reputable insurers lawfully carrying on such insurance business in the
United Arab Emirates, in an amount of not less than ten (10) million Dirham
(AED10,000,000) for any one occurrence or series of occurrences arising out of
any one event but for unlimited occurrences for a period beginning now and
ending 10 years after the date of issue of the Performance Certificate for the
Works provided always that such insurance is available at commercially
reasonable rates in the insurance market at large.
18.5.2 Any increased or additional premium required by insurers by reason of the

Contractor’s own claims record or other acts, omissions, matters or things
particular to the Contractor shall be deemed to be within commercially reasonable
rates.
18.5.3 The Contractor shall immediately inform the Employer if such insurance ceases to
be available in the insurance market at large at commercially reasonable rates in
order that the Contractor and the Employer can discuss means of best protecting
the respective positions of the Employer and the Contractor in respect of the
works in the absence of such insurance.
18.5.4 The Contractor shall fully co-operate with any measures reasonably required by
the Employer, including (without limitation) completing any proposals for
insurance and associated documents, maintaining such insurance at rates above
commercially reasonable rates if the Employer undertakes in writing to reimburse
the Contractor in respect of the net cost of such insurance to the Contractor
above commercially reasonable rates or, if the Employer effects such insurance
at rates at or above commercially reasonable rates, reimbursing the Employer in
respect of what the net cost of such insurance to the Employer would have been
at commercially reasonable rates.
18.5.5 The above obligations in respect of professional indemnity insurance shall

continue notwithstanding termination of the Contract, or determination of the
41
Contractor’s employment hereunder, in either case for any reason whatsoever,
including (without limitation) breach by the Employer.
88. Clause 19.1: Definition of Force Majeure
“Notwithstanding the above, the Contractor acknowledges and agrees that the inability to
obtain manpower or other resources, delays due to port or border congestion, inability to
clear customs, increases in the prices of materials and/or strikes or unrest by the
Contractor or any of the Contractor Personnel shall not under any circumstances
constitute Force Majeure.”
89. Clause 19.2: Notice of Force Majeure
In line 1 delete “any of its” and insert “its substantial”
90. Clause 19.4: Consequences of Force Majeure
In line 1 delete “any of its” and insert “its substantial”
91. Clause 20.1: Contractor’s Claims
Insert at the end of the first paragraph:
“provided always that where Sub-Clause 3.3 [Instructions of the Engineer] applies, in order
to be valid, the claim notice must (i) include the information required in Sub-Clause 3.3
and (ii) have been given not later than 7 days from the date of the relevant instruction.”
After “period of 28 days” insert “(or where Sub-Clause 3.3 [Instructions of the Engineer]
applies, 7 days from the date of the relevant instruction)”
In the end of the fifth paragraph, after “additional payment claimed” insert:
“, including:
(a) the material circumstances of the event including the cause or causes;
(b) the legal basis of the claim;
(c) the nature and extent of any delay;
(d) the nature and extent of any resultant additional Costs (and any claimed reasonable
entitlement (if any);
(e) the corrective action already undertaken or to be undertaken;
(f) the effect on the critical path noted on the programme in accordance with the “Time
Impact Analysis” requirements under Sub-Clause 8.4 [Extension of Time for Completion];
(g) the period, if any, by which, in its opinion, the Time for Completion should be extended
(in accordance with the ‘Time Impact Analysis’ requirements under Sub-Clause 8.4
[Extension of Time for Completion]);
42
(h) the adjustment, if any which in its opinion should be made to the Contract Price; and
(i) a statement that it is a final claim or an interim claim pursuant to this Sub-Clause 20.1.
If the fully detailed claim (including any interim or final claim):
i. does not comply with any of the requirements in sub-paragraphs (a) to (i) above; and/or
ii. is determined by the Engineer to be (or include) a Global Claim, and in the Engineer’s
opinion, it is possible to demonstrate a direct link between the loss incurred and each
individual event/circumstance claimed;
the Engineer may reject that part of the claim entirely and require the Contractor to
resubmit the detailed claim (including any interim claim) in compliance with the
requirements in sub-paragraph (a) to (i) above and/or showing direct links between the
loss incurred and each individual event/circumstance claimed (as the case may be). The
Contractor acknowledges that its entitlement under this Contract (if any) shall only be
calculated by reference to claims which comply with the requirements of this Contract.”
At the start of the seventh paragraph, delete “Each” and insert “Subject to the other
provisions of this Contract,”
At the end of clause 20.1, insert:
“If the Contractor fails to submit its final claim in accordance with the timescales required
by this Sub-Clause 20.1 or fails to resubmit its final claim within 30 days of any rejection
by the Engineer in accordance with this Sub-Clause 20.1, then unless otherwise instructed
by the Employer, the Engineer shall proceed to determine the claim based on the
information which has been provided by the Contractor in accordance with the
requirements of this Sub-Clause 20.1 and the Contractor shall be deemed to have waived
its right to provide any further substantiation in respect of the claim and agrees that its
entitlement is to be assessed solely on the information provided in accordance the
requirements of this Sub-Clause 20.1.
Despite any other provisions of the Contract, the Employer or the Engineer may, in its sole
and absolute discretion, at any time make a fair and reasonable extension of any Time for
Completion. The Employer and the Engineer have no obligation to grant, or to consider
whether they should grant, an extension of time and they are not required to exercise this
discretion for the benefit of the Contractor.
For the avoidance of doubt, a delay caused by any act or omission of the Employer or any
failure by the Employer or the Engineer to comply with this Sub-Clause 20.1 will not, for
any reason, render Sub-Clause 8.7 [Delay Damages] void, invalid or unenforceable, and
will not relieve the Contractor of its obligations under Sub-Clause 8.7 [Delay Damages], or
limit the Employer’s entitlement to invoke the remedies set out in Sub-Clause 8.7 [Delay
Damages] or otherwise to recover delay damages or any other damages for delay which
may be made by the Employer in respect of any failure to complete in accordance with
Sub-Clause 10.1 by the relevant Time for Completion.
Wherever the Contractor is entitled under this Contract to claim recovery of its Costs and
the Engineer (acting fairly) considers that some or all of such Costs would have been
incurred by the Contractor regardless of the event / Clause relied on under the Contract,
the Contractor’s entitlement to claim Cost under the Contract shall be limited to such Cost
43
as the Contractor can establish is solely attributable to the event / Clause which entitles
the Contractor to claim.
Nothing in this Sub-Clause 20.1 creates an additional right or entitlement of the Contractor
to an extension to the Time for Completion, additional payment and/or relief from
obligations, where such right or entitlement did not otherwise exist under the Contract.
Despite any other provision of the Contract, the Contractor shall use its best endeavours,
acting in accordance with best industry practices, to mitigate the effects of any event or
circumstance which has or may adversely affect the Works, increase the Contract Price or
delay the execution of the Works.”
92. Clause 20.2: Appointment of the Dispute Adjudication Board
Delete this clause in its entirety.
93. Clause 20.3: Failure to Agree Dispute Adjudication Board
94. Clause 20.4: Obtaining Dispute Board’s Decision
95. Clause 20.5: Amicable Settlement
96. Clause 20.6: Arbitration
Delete the entire clause, rename and insert:
Dispute Resolution
This Agreement and any non-contractual obligations arising out of, or in connection with it,
shall be governed by the laws of the United Arab Emirates as applied in the Emirate of Ras Al
Khaimah.
The Courts of Ras Al Khaimah have exclusive jurisdiction to settle any dispute arising out of or
in connection with this Agreement (including a dispute relating to the existence, validity,
interpretation, performance, breach or termination of this Agreement, or the consequences of
its nullity), and any non-contractual obligation arising out of or in connection with this
Agreement (a “Dispute”).
The Parties agree that the Courts of Ras Al Khaimah are the most appropriate and
convenient courts to settle any Dispute and accordingly, each Party waives any objection
to the Courts of Ras Al Khaimah on the grounds that they are an inconvenient or
inappropriate forum to settle any Dispute.
97. Clause 20.7: Failure to Comply with Dispute Adjudication Board’s Decision
44
98. Clause 20.8: Expiry of Dispute Adjudication Board’s Appointment
99. New Clause 21
Insert new clause as follows:-
“Clause 21: Collateral Warranties
21.1 The Contractor shall (within 10 (ten) working days of the Employer’s request)
procure from each Subcontractor as advised by the Engineer an executed
collateral warranty in favour of the Employer in the form attached at Annex 4 and
deliver the same to the Employer.
21.2 If the Contractor fails to procure and deliver a collateral warranty in accordance
with Clause 21.1 and such failure continues for 30 days, the Employer may, in its
absolute discretion, withhold 10% of any payments (in respect of each such
outstanding collateral warranty) which would otherwise be due to the Contractor
(and the Engineer shall, if instructed by the Employer, deduct such amount from
any Payment Certificate), until such compliant collateral warranty has been
procured and delivered to the Employer.”
45
SCHEDULE 1 : APPENDIX TO TENDER
Item Sub-Clause Data
Employer’s name and address 1.1.2.2 and 1.3 Al Marjan Island LLC
PO Box 14587
Ras Al Khaimah, U.A.E.
Contractor’s name and address 1.1.2.3 and 1.3 [ ]
Engineer’s name and address 1.1.2.4 and 1.3 [ ]
Project Manager’s name and 1.1.2.12 [ ]

address
Time for Completion of the 1.1.3.3 ___Calendar Days including Mobilization

Works
Defects Notification Period 1.1.3.7 365 Calendar days calculated from the
date stated in the notice
Electronic transmission systems 1.3 Email
Governing Law 1.4 The law of Ras Al Khaimah, United Arab

Emirates
Ruling language 1.4 English
Language for communications 1.4 English
Time for access to the Site 2.1 Upon the Commencement Date
Amount of Performance Security 4.2 10% of the Accepted Contract Amount, in

the currencies and proportions in which
the Contract Price is payable
Normal working hours (to be 6.5 8 hours

shorted during the holy month of
Ramadan)
Delay damages for the Works or 8.7 and 14.15(b) AED ____ per Calendar Day
Section
46
Maximum amount of delay 8.7 10% of the Contract Price
damages
If there are Provisional

Sums
Percentage for adjustment 13.5(b) 7%

of Provisional Sums
Total advance payment 14.2 10% of the Accepted

Contract Amount
Number and timing of 14.2 Single Instalment

instalments
Currencies and proportions 14.2 UAE Dirhams
Start repayment of 14.2(a) When payments are

advance payment 10% of the Accepted
Contract Amount less
Provisional Sums
Repayment amortisation of 14.2(b) 10%

advance payment
Percentage of retention 14.3 10%
Limit of Retention Money 14.3 10% of the Accepted

Contract Amount
Currency of payment 14.15 UAE Dirhams

If Sub-clause 14.5 applies
Plant and Materials for payment when 14.5(b) Not applicable
shipped to enroute
Plant and Materials for payment when
delivered to the Site 14.5(c) Only for major material to be
used for permanent work (list to
be agreed)
Minimum amount of Interim Payment
Certificates 14.6 Nil
Limit of Contractor’s liability (if any) 17.6 100% of the Contract Price
47
Periods for submission of insurance
(a) evidence of insurance 18.1 15 Calendar days

…………………………… ………..
(b) relevant policies 18.1 15 Calendar days
Maximum amount of deductibles for 18.2(d) Nil

insurance of the Employer’s risks….
Minimum amount of third party 18.3 AED 5 Million per occurrence but
insurance for unlimited number of
occurrences
List of Subcontractors from whom the 21.1 To be advised by the Engineer
Employer may request collateral during construction of the Works
warranties
48
ANNEX 1: PERFORMANCE SECURITY
49
ANNEX 1 : PERFORMANCE SECURITY
Date:
Al Marjan Island LLC

PO Box 14587
Ras Al Khaimah U.A.E.
Dear Sir,
Contract: ___________________________________________________________________
Subject : Our Performance Security No.:………………………. for AED. ……………………………
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 Accepted Contract Amount, as a
Performance Security. This Security shall be free of interest of any kind of charges and payable in cash on
your first written demand in the manner ordered, without the Contractor or any on his behalf or ourselves
having the right to suspend or delay payment or to object thereto for any reason whatsoever.
This Performance Security is valid from …………………………….………. {contract commencement date}

to …………………………. {scheduled time for completion date as per the letter of acceptance} and
shall before expiry, be automatically renewed until a Defects Liability Certificate has been issued or until
advised by you that the Contract has been fulfilled. No claim shall be made against this Performance
Security after the issue of the Defects Liability Certificate.
For the avoidance of doubt, we acknowledge that you may make multiple calls under the Performance
Security subject to the Performance Security amount.
Our obligations hereunder are of a continuing nature and constitute direct, primary, irrevocable and
unconditional obligations which shall not require any previous notice to or claim against the Principal or any
other person and shall not be discharged or otherwise prejudiced or adversely affected by any time,
indulgence or forbearance which you may grant to the Principal, or by any unenforceability or invalidity of,
or any amendment, modification or extension which may be made to the Agreement or the Services, or by
an intermediate payment or other satisfaction made by us, or by any change in the constitution or
organization of the Principal (including, without limitation, its dissolution or winding-up) or by 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. Our obligations under this Performance
Security shall be excused upon payment to you by us of the whole Performance Security amount
Definitions used in this Performance Security have the meanings given in the Agreement.
This Performance Security shall be governed by the laws applicable in the Emirate of Ras Al Khaimah
The Courts of the Emirate of Ras Al Khaimah shall resolve any disputes or differences arising out of or in
connection with this Performance Security
Yours Faithfully,
{Authorized Signature {Authorized Signature

and Bank Seal} and Bank Seal}
50
Name: Name:
Designation: Designation:
51
ANNEX 2: PARENT COMPANY GUARANTEE
52
Parent Company Contract
Performance Guarantee
between
Party1
as Guarantor
Party2
as Employer
relating to
53
THIS Agreement is dated and made
BETWEEN:
(1) PARTY1, (the “Guarantor”), which expression shall include its successors and assigns
whose registered office is at ●, company registration number ●; and
(2) PARTY2, (the “Employer”), which expression shall include its successors and assigns
whose registered office is at ●, company registration number ●.
WHEREAS:
By an agreement (the “Contract”) dated (date) and made between the Employer and [●] (the
“Contractor”) the Contractor undertook _______________________ within the Emirate of Ras Al
Khaimah in the United Arab Emirates in accordance with the terms and conditions of the Contract.
NOW IT IS AGREED as follows:
1. Guarantee and indemnity
1.1 In consideration of the Employer entering into the Contract with the Contractor, as the
Guarantor hereby acknowledges, the Guarantor subject to clause 7 hereby unconditionally
and irrevocably guarantees to the Employer:
(A) the due and punctual payment by the Contractor of all sums payable under or
pursuant to the Contract to the Employer as and when the same fall due (with the
intention that any amount not recoverable for any reason from the Guarantor under
this Guarantee on the basis of a guarantee shall nevertheless be recoverable on
the basis of an indemnity); and
(B) the due and punctual performance and observance by the Contractor of all other
acts, covenants and obligations to be performed or observed by the Contractor
under or pursuant to the Contract;
1.2 The Guarantor undertakes to keep the Employer fully and effectually indemnified against
all losses, damages, costs, claims and expenses whatsoever arising out of or in
connection with any failure on the part of the Contractor to effect due and punctual
payment of any sum as aforesaid or to perform or observe all or any of the other acts,
covenants and obligations as aforesaid, provided always that the Guarantor’s liabilities
under or pursuant to this Agreement shall not exceed the Contractor’s liability under or
pursuant to the Contract, provided always that notwithstanding the indemnity set out in this
clause and subject to clause 7 the Employer shall:
(A) not to be entitled to recover any loss or expense which it would be or would have
been unable to recover as damages from the Contractor under the Contract; and
(B) be subject to the same burden of proof as it would have been subject to in an
action for breach of contract under the Contract.
2. Discharge and notice
The obligations of the Guarantor under or pursuant to this Guarantee shall not be discharged
except by performance or the procurement of performance by the Guarantor. Such obligations
54
shall not be subject to any prior notice to, or demand upon, the Guarantor with regard to any
default on the part of the Contractor.
3. Waiver
The rights of the Employer and the obligations of the Guarantor under or pursuant to this
Agreement shall not be prejudiced or affected by any extension of time, indulgence, forbearance
or concession given to the Contractor, or any assertion of or failure to assert any right or remedy
against the Contractor, or by any modification or variation of the provisions of the Contract, or by
the administration, receivership, insolvency, liquidation, dissolution, reconstruction, amalgamation
or incapacity of the Contractor or by the Employer holding or taking any other or further
guarantees or securities or by the invalidity of any such guarantees or securities or by the
Employer varying, releasing, exchanging, enforcing or omitting or neglecting to enforce any such
guarantees or securities, or by any other thing which might otherwise wholly or partially discharge
the Guarantor from its obligations under this Agreement.
4. Continuing guarantee
The guarantee and indemnity contained in this Agreement shall be a continuing guarantee and
indemnity and shall remain in full force and effect until all monies payable to the Employer by the
Contractor under or pursuant to the Contract shall have been duly paid and all the Contractor’s
obligations under or pursuant to the Contract shall have been duly performed.
5. Insolvency
If any payment received by the Employer pursuant to the provisions of this Guarantee or the
Contract shall, on the subsequent insolvency of the Contractor or of the Guarantor, be avoided
under any laws relating to insolvency, such payment shall not be considered as having
discharged or diminished the liability of the Guarantor hereunder; and the liability of the Guarantor
hereunder shall continue to apply as if such payment had at all times remained owing by the
Contractor, and the Guarantor shall indemnify the Employer in respect thereof.
6. Defences
Subject to clause 7, the Guarantor shall be entitled in any action or proceedings by the Employer
to raise any equivalent rights in defence of liability as the Contractor would have against the
Employer under the Contract so that except in relation to any costs incurred in enforcing this
Guarantee, the liability of the Guarantor shall be no greater than the liability which it would have
had if it had been jointly and severally liable with the Contractor to the Employer as a party to the
Contract.
7. Principal obligor
If there occurs in respect of the Contractor an event of insolvency as defined within the relevant
provisions of the Contract, and/or where the principal obligations under the Contract are voidable
this Guarantee shall take effect as if the Guarantor were ab initio principal obligor and not merely
as surety.
8. Law and jurisdiction
8.1 This Agreement shall be governed by and construed in all respects in accordance with the
law of Ras Al Khaimah, the United Arab Emirates.
55
8.2 Any dispute arising out of or in connection with this Guarantee, including any question
regarding its existence, validity or termination shall be finally settled by international
arbitration.
8.3 Unless otherwise agreed by both Parties:
(A) the dispute shall be finally settled under the Rules of Arbitration of the DIFC – LCIA
Arbitration Centre, which Rules are deemed to be incorporated by reference into
this clause;
(B) the dispute shall be settled by three arbitrators appointed in accordance with these
Rules;
(C) the arbitration shall be conducted in the English language; and
(D) the seat, or legal place, of arbitration shall be Dubai International Financial Centre.
9. Assignment
The Employer may assign the benefit of this Guarantee at any time without the Guarantor’s
consent, provided that the Guarantor is notified prior to any such assignment.
IN WITNESS whereof the Guarantor [and the Contractor] has [have] executed this Guarantee on
the date first stated above.
SIGNED for and on behalf )

of ………………………… by )
Director ……………………………………………..
Witness ……………………..

of ………………………… by )
Director ……………………………………………..
Witness ……………………..
56
ANNEX 3: ADVANCE PAYMENT GUARANTEE
Date:
Al Marjan Island LLC

PO Box 14587
Ras Al Khaimah U.A.E.
Dear Sir,
Contract: ___________________________________________________,
Subject : Our Advance Payment Guarantee No.:…………………………………. for

AED…….………………………
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 Accepted Contract Amount, 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.
For the avoidance of doubt, we acknowledge that you may make multiple calls under the Guarantee subject
to the guaranteed amount.
Our obligations hereunder are of a continuing nature and constitute direct, primary, irrevocable and
unconditional obligations which shall not require any previous notice to or claim against the Principal or any
other person and shall not be discharged or otherwise prejudiced or adversely affected by any time,
indulgence or forbearance which you may grant to the Principal, or by any unenforceability or invalidity of,
or any amendment, modification or extension which may be made to the Agreement or the Services, or by
an intermediate payment or other satisfaction made by us, or by any change in the constitution or
organization of the Principal (including, without limitation, its dissolution or winding-up) or by 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. Our obligations under this Guarantee
shall be excused upon payment to you by us of the whole Guarantee amount. Definitions used in this
Guarantee have the meanings given in the Agreement.
This Guarantee shall be governed by the applicable laws of the Emirate of Ras Al Khaimah.
The Courts of Ras Al Khaimah shall resolve any disputes or differences arising out of or in connection with
this Guarantee.
57
Yours Faithfully,
{Authorized Signature
and Bank Seal}
Name:
Designation:
58
ANNEX 4: COLLATERAL WARRANTY
(1) [NAME OF SUBCONTRACTOR]
- and-
(2) [NAME OF CONTRACTOR]
- and-
(3) Al Marjan Island LLC
SUBCONTRACTOR'S COLLATERAL WARRANTY TO THE EMPLOYER
relating to a development __________ within the Emirate of Ras Al Khaimah in the United Arab
Emirates
59
This Agreement is dated [•] and made between:
(1) [insert name], Commercial Registration No. [insert number], a company incorporated in
[ ] and having its registered address at [insert address] (the “Subcontractor”);
(2) [insert name], Commercial Registration No. [insert number], a company incorporated in
[ ] and having its registered address at [insert address] (the “Contractor”);
(3) Al Marjan Island LLC, Ras Al Khaimah, United Arab (the “Beneficiary”, which term shall
include its permitted assignees).
Whereas:
A The Contractor has entered into a contract dated [ ] (the “Contract”) with the Beneficiary
for the construction (and design, as appropriate) of a Master Plan Infrastructure Works to
RAK Business District Development (the “Project”).
B The Contractor has entered into a subcontract dated [ ] with the Subcontractor for the
construction (and design, as appropriate) of [insert relevant description of subcontract
works] (the “Subcontract”).
It is agreed as follows:
1. SUBCONTRACTOR'S WARRANTIES
1.1 The Subcontractor warrants with the Beneficiary that it has duly performed and
observed, and will continue duly to perform and observe, all the terms of the
Subcontract on the Subcontractor's part to be performed and observed.
1.2 Without prejudice to the generality of clause 1.1, the Subcontractor warrants that it
has carried out and will continue to carry out and complete the works required to be
performed under the Subcontract in a good and workmanlike manner and that such
works will, on completion, be fit and suitable for the purposes for which they are
intended and will satisfy all performance specifications and other requirements
contained or referred to in the Subcontract.
2. PROHIBITED MATERIALS
2.1 Without prejudice to the generality of clause 1, the Subcontractor further warrants:
(1) that it has not used or specified and will not use or specify for use;
(2) that it has exercised and will continue to exercise reasonable skill, care and
diligence to see that there are not used;
(3) that it is not aware and has no reason to suspect or believe that there have
been or will be used;
(4) that it will promptly notify the Beneficiary in writing if it becomes aware or
has reason to suspect or believe that there have been or will be used;
in or in connection with the works which are the subject of the Subcontract, materials or
substances that:
60
(a) affect or put at risk the health and safety of any person who may come into
contact with such works (whether during their construction or after their
completion);
(b) either by themselves or as a result of their use in a particular situation or in

combination with other materials, would or are likely to have the effect of
reducing the normal life expectancy or performance of any other material or
structure in which the materials are incorporated or to which they are
affixed; or
(c) are prohibited or otherwise offend any boycott of Israel laws in Ras Al
Khaimah, United Arab Emirates.
3. SUBCONTRACTOR'S ACKNOWLEDGEMENT
The Subcontractor acknowledges that, up to the date of this Agreement, the Contractor
has paid all sums due and owing to the Subcontractor under the Subcontract and that the
Beneficiary has no liability to the Subcontractor in respect of sums due under the
Subcontract.
4. BENEFICIARY'S AUTHORITY TO ISSUE INSTRUCTIONS
The Beneficiary has no authority by virtue of this Agreement to issue any direction or
instruction to the Subcontractor in relation to performance of the Subcontractor's duties
under the Subcontract unless and until clause 7 applies.
5. COPYRIGHT
5.1 The Subcontractor hereby grants to the Beneficiary an irrevocable, worldwide,

royalty free licence to copy and use all drawings, reports, specifications, bills of
quantities, calculations and other similar documents (the “documents”) prepared by
or on behalf of the Subcontractor under the Subcontract, and to reproduce the
designs contained in them, for any purpose related to the Project including, but
without limitation, the construction, completion, maintenance, letting, promotion,
advertisement, reinstatement, repair and/or extension of the Project and subsequent
phases thereof. The licence will carry the right to grant sub-licences and be freely
transferrable to third parties.
5.2 Insofar as ownership of any intellectual property rights in any such documents is
vested in any person other than the Subcontractor (including without limitation, any
sub-sub-contractor, the Subcontractor will procure for the Beneficiary the benefit of
such a licence as is referred to in clause 5.1 for the purposes referred to in that
clause.
5.3 The Subcontractor warrants to the Beneficiary that the use, by the Beneficiary, of
any of the documents for any purpose provided for in clause 5.1 will not infringe the
intellectual property rights of any third party in relation to the documents.
5.4 The Subcontractor will. if so requested at any time, execute such documents and
perform such acts as may be required fully and effectively to assure to the
Beneficiary or any third party the rights referred to in this clause 5.
61
5.5 The Subcontractor shall, if the Beneficiary so requests and undertakes in writing to
pay the Subcontractor's reasonable copying charges, promptly supply the
Beneficiary with conveniently reproducible copies of the documents. The
Subcontractor shall have no liability for any loss or damage whatsoever caused by
any person using the documents for any purpose other than a purpose connected
with the Project.
6. PRODUCT LIABILITY INSURANCE
6.1 The Subcontractor shall maintain product liability insurance in the sum of [INSERT
AMOUNT IN WORDS AND NUMBERS] upon customary and usual terms and
conditions prevailing for the time being in the insurance market and with reputable
insurers.
6.2 As and when reasonably requested by the Beneficiary, the Subcontractor shall
produce for inspection, documentary evidence (including, if reasonably required by
the Beneficiary, the original of the relevant insurance documents) that such product
liability insurance is being maintained.
7. SUBSTITUTION
7.1 The Subcontractor will not exercise nor seek to exercise any right to terminate the
Subcontract without giving to the Beneficiary not less than 14 days’ written notice of
its intention to do so and specifying in such notice the rounds relied on for the
proposed termination. The Subcontractor will for the period of any such notice
diligently and properly continue to perform the Subcontractor's obligations under the
Subcontract.
7.2 Any period stipulated in the Subcontract for the exercise by the Subcontractor of a
right of termination will nevertheless be extended as may be necessary to take
account of the period of notice required under clause 7.1.
7.3 Compliance by the Subcontractor with the provisions of clause 7.1 will not be treated
as a waiver of any breach on the part of the Subcontractor giving rise to the right of
termination nor otherwise prevent the Subcontractor from exercising its rights after
the expiration of the notice unless the right of termination has ceased under the
provisions of clause 7.4.
7.4 The right of the Subcontractor to terminate the Subcontract will cease if within the
period of 21 days referred to in clause 7.1 the Beneficiary (or its appointee in writing
(“Appointee”) gives written notice to the Subcontractor:
(1) requiring the Subcontractor to continue with the performance of all its
obligations under the Subcontract;
(2) acknowledging that the Beneficiary or the Appointee (as the case may be) is
assuming all the obligations of the Subcontractor under the Subcontract; and
(3) undertaking to the Subcontractor to discharge all amounts payable to the

Subcontractor under the terms of the Subcontract, and pays to the
Subcontractor any sums which have become due and payable to the
Subcontractor under the Subcontract but which remain unpaid.
62
7.5 Upon compliance by the Beneficiary or the Appointee (as the case may be) with the
requirements of clause 7.4 the Subcontract will continue in full force and effect as if
the right of termination on the part of the Subcontractor had not arisen and in all
respects as if the Subcontract had been made between the Beneficiary or the
Appointee (as the case may be) and the Subcontractor to the exclusion of the
Contractor.
7.6 Notwithstanding that as between the Contractor and the Subcontractor the
Subcontractor's right of termination under the Subcontract may not have arisen the
provisions of clause 7.5 will nevertheless apply if the Beneficiary or the Appointee
(as the case may be) gives written notice to the Subcontractor and the Contractor to
that effect and the Beneficiary or the Appointee (as the case may be) complies with
the requirements on its part under clause 7.4.
7.7 The Subcontractor does not need to be concerned or required to enquire whether,
and will be bound to assume that, as between the Contractor and the Beneficiary or
the Appointee (as the case may be), the circumstances have occurred permitting the
Beneficiary or the Appointee (as the case may be) to give notice under clause 7.6.
7.8 By acting in accordance with the provisions of this clause 7, the Subcontractor will
not incur any liability to the Contractor.
7.9 Unless and until the Beneficiary or the Appointee (as the case may be) has given
notice under this clause 7:
(1) neither the Beneficiary nor the Appointee have any liability whatsoever to the
Subcontractor in respect of any amounts payable to the Subcontractor under
the Subcontract; and
(2) neither the Beneficiary nor the Appointee have any authority to issue any
direction or instruction to the Subcontractor in relation to the performance of
the Subcontractor's duties under the Subcontract.
7.10 Without prejudice to the provisions of clauses 7.1 to 7.9 inclusive, if prior to the
service of any notice under clause 7.4 the Subcontract is terminated for any reason
whatsoever the Subcontractor will, if requested in writing so to do by the Beneficiary
or the Appointee (as the case may be) no later than 12 weeks after the date of such
termination, forthwith enter into a new agreement with the Beneficiary or the
Appointee (as the case may be) in relation to the carrying out of the Works on the
same terms as the Subcontract, but with such revisions as the Beneficiary or the
Appointee (as the case may be) and the Subcontractor may reasonably require to
reflect altered circumstances and the fact that it is the Beneficiary or the Appointee
(as the case may be) and not the Contractor employing the Subcontractor.
8. ASSIGNMENT
8.1 The Subcontractor agrees that the benefit of this Agreement may be assigned by the
Beneficiary and its successors and assigns without the consent of the Subcontractor
being required.
8.2 The Subcontractor agrees to do everything reasonably necessary or requested by

the Beneficiary to enable the Beneficiary to formally assign its rights under this
Agreement including executing an assignment agreement in a form to be approved
and provided by the Beneficiary.
63
9. NOTICES
Any notices to be given by any party hereunder shall be deemed to be duly given if
delivered by hand at or sent by registered post or recorded delivery to the
abovementioned addresses or to the principal business address of the relevant party for
the time being. Delivery shall be deemed to take effect immediately (if by hand) or forty-
eight hours after being posted (if by registered post or recorded delivery).
10. LIMITATION
10.1 Unless the contrary is stated, no provision of this Agreement is intended to exclude
any obligation or liability which would otherwise be implied by law, whether by
statute, the law of contract, tort, equity or otherwise.
10.2 No action or proceedings under or in respect of this Agreement shall be commenced

against the Subcontractor after the expiry of 10 years from the date of taking over of
the Subcontract works or 10 years from the date of termination of the Subcontract (if
earlier).
11. RIGHTS OF DEFENCE AND SET-OFF
11.1 The Subcontractor and the Beneficiary acknowledge and agree that:
(1) any liability arising under this Agreement is in addition to and separate from
any liability the Subcontractor may have to the Contractor under the
Subcontract;
(2) the Subcontractor may rely under this Agreement on any rights in defence of
liability which it would have under the Subcontract if a claim had been made
against the Subcontractor under the Subcontract by the Contractor provided
always that the Subcontractor agrees that it is not entitled to rely on any set-off
or abatement which it might have against the Contractor or any argument that
the Beneficiary has suffered a different type or extent of loss in order to avoid
or limit liability under this Agreement; and
(3) the aggregate liability of the Subcontractor under the Subcontract, this
Agreement and any other collateral warranty which the Subcontractor has
entered into as required under the Subcontract shall not exceed the aggregate
maximum liability set out in the Subcontract (if any).
12. GOVERNING LAW AND JURISDICTION
12.1 This Agreement and any non-contractual obligations arising out of, or in connection with
it, shall be governed by the laws of the United Arab Emirates as applied in the Emirate of
Ras Al Khaimah.
12.2 The Courts of Ras Al Khaimah have exclusive jurisdiction to settle any dispute arising
out of or in connection with this Agreement (including a dispute relating to the existence,
validity, interpretation, performance, breach or termination of this Agreement, or the
consequences of its nullity), and any non-contractual obligation arising out of or in
connection with this Agreement (a “Dispute”).
64
12.3 The Parties agree that the Courts of Ras Al Khaimah are the most appropriate and
convenient courts to settle any Dispute and accordingly, each Party waives any
objection to the Courts of Ras Al Khaimah on the grounds that they are an
inconvenient or inappropriate forum to settle any Dispute.
(1)
IN WITNESS whereof this Agreement has been executed and delivered on the date first before
written.

of ………………………… by )
Director ……………………………………………..
Witness ……………………..

of ………………………… by )
Director ……………………………………………..
Witness ……………………..

of ………………………… by )
Director ……………………………………………..
Witness ……………………..
65

Condition of Contract

Uploaded by

Document Information

Original Description:

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Condition of Contract

Uploaded by

Copyright:

Available Formats

Al Marjan Island New Land Reclamation

and Beach Modification Works

PART I – GENERAL CONDITIONS OF CONTRACT .................................................................... 1

PART II – CONDITIONS OF PARTICULAR APPLICATION.......................................................... 1

1. Clause 1.1: Definitions ....................................................................................................... 1

2. Clause 1.3 Communications .............................................................................................. 4

3. Clause 1.5 Priority of Documents....................................................................................... 5

4. Clause 1.6 Contract Agreement ......................................................................................... 5

5. Clause 1.7: Assignment ..................................................................................................... 5

6. Clause 1.10: Employers Use of Contractor’s Documents ................................................... 6

7. Clause 1.13: Compliance with the Laws ............................................................................ 6

8. New Clauses 1.15 to 1.31: ................................................................................................. 6

9. Clause 2.1 Right of Access to the Site ............................................................................. 10

10. Clause 2.2: Permits, Licences or Approval ...................................................................... 10

11. Clause 2.4: Employer’s Financial Arrangements.............................................................. 11

12. Clause 2.5: Employer’s Claims ........................................................................................ 11

13. Clause 3.1: Engineer’s Duties and Authority .................................................................... 11

14. Clause 3.3: Instructions of the Engineer .......................................................................... 12

15. Clause 3.4: Replacement of the Engineer........................................................................ 13

16. Clause 3.5: Determinations.............................................................................................. 13

17. Clause 4.1: Contractor’s General Obligations .................................................................. 13

18. Clause 4.2: Performance Security ................................................................................... 15

19. Clause 4.3: Contractor’s Representative.......................................................................... 16

20. Clause 4.4: Subcontractors.............................................................................................. 17

21. Clause 4.6: Co-operation ................................................................................................. 17

22. Clause 4.8: Safety Procedures ........................................................................................ 17

23. Clause 4.10: Site Data ..................................................................................................... 18

24. Clause 4.11: Sufficiency of the Accepted Contract Amount ............................................. 19

25. Clause 4.12: Unforeseeable Physical conditions ............................................................. 19

26. Clause 4.18: Protection of the Environment ..................................................................... 19

27. Clause 4.21: Progress Reports ........................................................................................ 19

29. Clause 4.25: Assignment and novation of Manufacturer’s Warranties ............................. 20

30. Clause 5.2: Objection to Nomination ................................................................................ 21

31. Clause 5.3: Payments to nominated Subcontractors........................................................ 21

32. Clause 6.5: Working Hours .............................................................................................. 21

33. Clause 6.6: Facilities for Staff and Labour ....................................................................... 22

34. Clause 6.7: Health and Safety ......................................................................................... 22

35. Clause 6.8: Contractor’s Superintendence....................................................................... 22

36. Clause 6.9: Contractor’s Personnel ................................................................................. 23

37. Clause 6.12: Festivals and Religious Customs ................................................................ 23

38. Clause 6.13: Supply of Water .......................................................................................... 23

39. Clause 6.14: Alcoholic Liquor or Drugs ............................................................................ 23

40. Clause 6.15: Arms and Ammunition................................................................................. 23

41. Clause 7.1: Manner of Execution ..................................................................................... 23

42. Clause 7.5: Rejection....................................................................................................... 24

43. Clause 7.9: Security Interests .......................................................................................... 24

44. Clause 8.3: Programme ................................................................................................... 25

45. Clause 8.4: Extension of Time ......................................................................................... 25

46. Clause 8.5: Delays Caused by Authorities ....................................................................... 26

47. Clause 8.6: Rate of Progress ........................................................................................... 26

48. Clause 8.7: Delay Damages ............................................................................................ 27

49. Clause 8.8: Suspension of Work ...................................................................................... 27

50. Clause 8.9: Consequences of Suspension ...................................................................... 27

51. Clause 8.12: Resumption of Work ................................................................................... 28

52. Clause 9.1: Contractor’s Obligations ................................................................................ 28

54. Clause 11.3: Extension of Defects Notification Period ..................................................... 28

55. Clause 11.7: Right of Access ........................................................................................... 28

56. Clause 11.9: Performance Certificate .............................................................................. 29

57. Clause 11.12: Decennial Liability ..................................................................................... 29

58. Clause 12.1: Works to be Measured ................................................................................ 29

60. Clause 13.1: Right to Vary ............................................................................................... 30

61. Clause 13.3: Variation Procedure .................................................................................... 31