SUBCONTRACT AGREEMENT FOR DEWATERING WORKS

SUBCONTRACT AGREEMENT FOR DEWATERING WORKS

AGREEMENT NO        : XXX-P1016-SCA-DW-2021-02

AGREEMENT DATE  : 17^th November XXX

PROJECT                      : Proposed Development Of Residential Villa (B+G+1+R) On Plot No. XXX, at XXX, Dubai, U.A.E.

CLIENT                            :  MR. XXX

CONSULTANT             : M/s. XXX CONSULTANTS

This Subcontract Agreement is made effective on the date 17^th November XXX

BETWEEN

M/s. XXX BUILDING CONTRACTING L.L.C. (XXX), having a registered office in Dubai, U.A.E and having office at P.O. Box No. XXX, bearing VAT TRN No. XXX, UAE represented by MR. XXX in his capacity as the Managing Director of the Company hereinafter referred to as the “First Party”.

AND

M/S. XXX DEWATERING & LAND DRAINING CO. L.L.C.,Commercial License issued by the Government of Dubai and having office at Dubai, U.A.E. represented by MR. XXX in his capacity as the General Manager of the Company hereafter referred to as the “Second Party”.

NOW THIS DEED WITHNESSETH

That this agreement summarizes the terms agreed between both the parties and shall be applicable to them are as follows

Article (1) Scope of Work:

Mobilization and Installation of Dewatering (Well point System) as per the Approved scope by Consultant and Client for the project Proposed Development of Residential Villa (B+G+1+R) On Plot No. XXX, at XXX, Dubai, U.A.E.

A).         Scope of Works: As per Annexure -2

B).         Notes on Scope of Work:

1. The Entire Scope of works Specification, Material approval, extension of time, BOQ, Variations, subject to approval & certification by the Consultant & Client (Back-to-Back basis).
2. Second Party should follow the contract drawings/specification/BOQ/addendums and documents issued by Client/Consultant given by the First Party. Obtaining all authority approvals for its respective scope shall be under Client/Consultant scope and documentation will done by second party.
3. No Variation shall be entertained form the scope of work shown in the contract drawings, contract documents & addendums, until the scope of work is changed by the Client/ Consultant and the same is instructed in writing to the Second Party by the First Party.
4. As a part of approval procedure, Second Party’s Pre-qualification documents must be approved by Client/ Consultant before the start of contract execution. Contract documents, Drawings, Specifications, Addendums should be signed and stamped by both Parties.
5. Second Party will take full responsibility for the approval related to Consultant, Client and the work Municipality comply with authorities require material.
6. Second party shall be responsible for 24 hrs. dewatering process and shall have additional spare pumps on site in the event of any running pump’s failure.
7. Second party shall response immediately upon any emergency call from site related to failure or performance of dewatering pumps or system.
8. Second party will be responsible for any loss incurred due to the failure of its dewatering system and First party has all rights to recover these losses from second party.

C)          Payment Terms:

1. Mobilization & Installation cost of AED.: XXX.00/- to be paid immediately after mobilization and installation.
2. Monthly invoices to be paid as 30 days PDC against approval of monthly Performa invoice.

D)          Retention: (Not Applicable)

E)          Invoicing:

1. All certifications shall only be done by our Project Manager.
2. Monthly invoices shall have to be strictly submitted on or before 23^rd of every month to our Document Controller at our office who will receive and provide you tracking number. Any invoice submitted later than 23^rd of respective month shall be considered for processing for 23^rd of next month and First Party shall not be responsible for such delays.

F)          Penalty:

1. In the event of delay in completion of work from the agreed timelines for the reasons attributable to Second Party, then Second Party will pay of Penalty of AED. 400/Day (Four Hundred per a day), subject to a maximum of 10% of the Total Contract value. The Penalty Amount as applicable shall be deducted the any of the pending amounts of second party.

G)          Taxes & Duties:

Value added Tax (VAT) shall be paid at the rate of 5% as prevailing against submission of valid Invoice complying with Federal Tax Authorities of U.A.E.

H)          Risk Purchase:

In case of any delay in supply of materials of insufficient deployment of resources by the Second Party i.e. Manpower, Equipment, and any such resource required on the project site, First Party, at its discretion, may purchase such material or deploy the required resource at the risk, cost and responsibility of the Second Party. All such costs incurred by the First Party including reasonable service charges shall be from any of the pending amount account of the Second Party.

Article (2) Safety Measure & Insurance:

The Second Party shall provide all safety wear requirements and tools to its employees such as coveralls, Helmets, Safety Shoes and Gloves etc. as per the Main Contract and as per the rules of UAE for carrying out its works according to the project specification work requirements. All the employees of the Second party are under a duty to observe all the safety rules in the site. (HSE Annexure – 1 attached).

1. Every Subcontractor’s employee or his worker of his subcontracted workers shall have to undergo safety induction at site and must show the original copy of the documents as specified in the HSE Annexure.
2. The Subcontractor to ensure all the employees/Labour hired by them should be on their company visa.
3. The Subcontractor should be covered with adequate insurance value for all employees/Labours on their rolls.
4. The Subcontractor should have Workmen Compensation policy for all their employees/Labours.
5. In case Subcontractor does not possess or produce insurance copy at the time of Safety Induction at our site the same shall covered by the First party and appropriate costs including service charges (10%) of the First Party shall be recovered from any of the due payments pending of Second Party.

Article (3) Labour Law & Sponsorship:

1. Second party shall comply with all governmental formalities of the labour and immigration departments, according to the UAE Labour LAW.
2. All manpower engaged is under the legal sponsorship of second party and abiding with current labour of the U.A.E.

Article (4) Loss and Damage:

Second Party hereby assumes and shall bear the entire risk of loss and damage to the Equipment from any and every cause whatsoever including during transit of the equipment.

Article (5) Dispute: 

Any dispute of difference in relation to the interpretation or application of or any matter relating to this agreement shall be settled amicably between both the parties. If a difference or dispute cannot be settled amicably, the matter shall be referred to Dubai Courts.

Article (6) Governing LAW:

Thus, the Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates and the applicable federal laws of the UAE. The both parties agree to submit to the jurisdiction of the courts of the Emirates of Dubai in respect to any action or proceeding related to this Agreement.

Article (7) Confidentiality:

Second party should not be disclosing any technical/commercial part, or any other details of the Contract with any party other than First Party and regarding scope of work or site Co-ordination should be through First Party or their representatives only. The contract is with First Party and should not access to the Client/Consultant directly.

Article (8) Sub-Contract Period & Warranty Period:

1. The commencement date for this Subcontract work shall be immediate from the date of Contract signing.

Article (9) Liability and Indemnification:

The Second party shall be liable for, and hereby agrees and undertakes to effectively indemnify    and keep indemnified the First Party, against all claims including all third-party claims, liabilities, expenses, compensation, losses, damages and costs of any kind whatsoever sustained and/or incurred by the First Party (including reasonable attorney’s fees and disbursements) arising out of or resulting from the Second Party’s act of breach, default, negligence or misconduct. The maximum amount of liability of the Second Party shall be limited to maximum 10% of the Subcontract value.

Not with standing anything contrary in this subcontract or the main contract, including any indemnities, is no event shall the subcontractor be liable the other party for any loss of profit, loss of use, loss of contracts, loss of business, loss of customers. Loss of good will, contractual liabilities of others or for any indirect of consequential loss or damage, which may be suffered by the other party in connection with the subcontract.

Now with standing anything contrary in this subcontract or the main contract, including any indemnities the subcontractor’s maximum aggregate liability under or in relation with this subcontract shall in no event exceed more than 10% of the Subcontract value.

Article (10) Termination:

1. The First Party reserves its right to terminate this Subcontract Agreement for any reason at its sole discretion by giving the Second Party seven days written notice.   
2. This contract may be terminated by the First Party, if the Second party’s work is hindered, prevented or delayed for more than a period of 7-days due to any reason including force majeure cause, or any such unforeseen emergencies or conditions. In such occasion the First Party shall decide upon the extension of time or termination of this Contract.
3. First Party shall terminate this contract with 7 days written notice, if the Second Party fails to perform the work in accordance with the terms and provisions stipulated in this contract and the First Party reserves the right to recover the additional costs incurred for completion of the balance works from the Second Party.
4. Upon Termination of this Contract the First Party its sole right to appoint another Subcontractor for completing the remaining works, in such event the Second Party shall hand over the site clean and free from all his materials and equipment’s to the First Party, failing which the First Party disclaims any liability with respect to the material and equipment left upon termination and holds the Second Party fully responsibility for all the damages that may occur.
5. In the event of termination, the First Party shall certify the Second Party for all the works completed and shall settle the outstanding dues up to the termination of this Contract after recovering the additional costs & damaged incurred for completing the scope of works as agreed accordingly, the first party will have right to call for encashment for performance and advance bank guarantee submitted to cover unrecovered advance portion and costs/damages which it may incur on account of termination.

Article (11) Entire Agreement:

1. This agreement constitutes the sole and entire agreement of the both parties as to the subject-matter set forth herein and supersedes any previous agreements, understandings, and arrangements between the parties relating to the subject-matter.
2. Any modifications of amendments to this Agreement must be in writing and signed by an Authorized representative of each party.
3. Any correspondence by letter, fax or email shall be deemed to be official mode of communication.

IN WITNESS WHEREOF the parties hereto have duly executed this agreement on the day, month and year first above written.

           FIRST PARTY                                                               SECOND PARTY

M/S. XXX Building Contracting                                        M/S. XXX Dewatering & Land

L.L.C. – Dubai, UAE                                                              Draining Co. L.L.C. – Dubai, UAE

Signature: ____________________                                              Signature: __________________

Name: Mr. XXX                                                          Name: Mr. XXX

Designation: Managing Director                                   Designation: General Manager

Date: ____________________                                                        Date: ___________________                                                                                                                             

Enclosures:

1. Annexure – 1HSE Clauses.
2. Annexure – 2 Scope of Work.