Greeting from SAGA International, 

1.       SCOPE OF SERVICES

contractor undertakes to carry out the services of the site in conformity with the contract documents stated in Clause 7 in accordance with the terms and conditions of contract hereinafter referred to as “General Terms” and at the rate specified in Clause 3.

2.       PURPOSE OF SERVICES

The purpose of services is to ensure full and adequate functioning of the site within the design limits of all equipment and systems covered by this contract as detailed in the scope of work through proper maintenance, repair and operation, to maximize life cycle efficiency and reduce life cycle repair and replacement costs.

3.       CONTRACT PRICE 

4.       TERMS OF PAYMENT

contractor shall ensure invoices are issued by no later than 15^th of each month.

Marina Wharf 2 Homeowners Association c/o SAGA International Owners Associations Management shall ensure that the payment shall be made 30 days from date of Invoice submission with completion report.

5.       CONTRACT PERIOD (Term & Termination)

5.1   SAGA International Owners Associations Management and contractor either parties have the right to terminate the contract by giving 30 days’ notice and/or mutually agreed by the parties.

5.2   However the duration of contract will be for a period of 2 months only and thereafter renewable (with amendments) for additional years depending upon SAGA International Owners Associations Management’s discretion and subject to issuance of official notice to the FIXIS 30 days prior to the end of the contract date confirming Associations interest to renew this contract for the next year.

6.       SERVICE SCHEDULES 

FIXIS upon receipt of the official notice from SAGA International Owners Associations Management, will coordinate the yearly service schedule, which shall be made of by, fortnightly, monthly, quarterly, half yearly and yearly intervals for confirmation and approval by the designated representative prior to the commencement of the site service proceedings.

7.       CONTRACT DOCUMENT

The following documents shall constitute and be deemed to form and be read and construed as an integral part of this contract, viz.

A.      General Conditions of Contract (General Terms)

B.      Annexure A, B, C, and D

8.       NO PARTNERSHIP OR AGENCY

Nothing in this Agreement is intended to, or shall operate to, create a partnership between the parties, or to authorize either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

9.       CORRUPT GIFTS AND PAYMENT OF COMMISSIONS

The Service Provider will not offer, or give or agree to give any person representing or in the employment of the Client nor accept from any third party any gift or consideration of any kind as an inducement or reward for doing or not doing any act in relation to the Services or to otherwise show favor to any person in relation to this Agreement.

10.   VARIATION

If both parties consent to a proposed Change, the Change shall be made only after the Client Representative and the Service Provider Representative have signed the Change documentation confirming their written agreement of the Change and the necessary variations

This Contract is concluded on November 2019 in accordance with the federal laws of the United Arab Emirates and local laws and regulations of the Emirate of Dubai.

CONTENTS

1.      General Conditions. 6

1.1         Definitions. 6

1.2         FIXIS’S PERSONNEL. 7

1.3         STAFF TRAINING.. 7

1.5         ASSIGNMENT. 7

1.6         CONFIDENTIALITY. 8

1.7         FORCE MAJEURE. 8

1.8         ENTIRE CONTRACT. 8

1.9         NOTICE CLAUSE. 8

1.10      RECTIFICATION OF DEFICIENCIES OUTSTANDING FROM THE PREVIOUS CONTRACT. 8

1.11      GOVERNING LAW & DISPUTE RESOLUTIONS. 8

2.      Manpower. 9

3.      Services. 10

4.      Time response/Emergency Call out. 15

5.      Spare parts & Consumables. 16

6.      Fees. 17

7.      Period of Contract. 19

Annexure-A – Scope of Work. 20

Annexure-B – Additional Services. 21

Annexure-C – Exclusions / Assumptions. 22

Annexure-D – Key Performance Identificator (KPI). 23

1.       General Conditions

1.1            Definitions

In this contract, except where the context otherwise requires:

a.       “Marina Wharf 2 Tower” means Marina Wharf 2 Residential Tower located in Dubai Marina, Dubai, UAE.

b.       contractor, successors and assigns, as approved by Marina Wharf 2 Residential Tower Home Owners Association c/o SAGA International Owners Associations Management.

c.        “Site” means the internal and external common areas and all car park area of Marina Wharf 2 Residential Tower, a development belonging to Marina Wharf 2 Residential Tower, located in Dubai, UAE included in the Scope of Work.

e.       “Services” means Administrative and/or technical management of the facility, its relevant systems and equipment at the site. Work, maintenance and/or facilities/ utilities management services or any of them to be performed by contractor from time to time (Including any additional Services) issued by Marina Wharf 2 Home Owners Association c/o SAGA International Owners Associations Management and accepted by contractor

f.        “Additional Services” means any services requested by Marina Wharf 2 Home Owners Association c/o SAGA International Owners Associations Management from time to time for which contractor is qualified to and which it shall perform in addition to the services.

g.       “Consents” means any consent, license, approval, permit or other authorization whatsoever required prior for performance of the Services or otherwise required to enable (either party) to exercise its rights or perform its obligations hereunder.

h.       “Intellectual Property” means patents, trademarks, service marks, registered designs, applications for any of the forgoing, trade and business names, unregistered trademarks and service marks, know-how, copy right, rights in designs, inventions, database rights, moral rights, rights under licenses and consents in relation to any such rights and rights of the same or similar effect or nature in any part of the world.

i.         “Intellectual Property Rights” means all intellectual property used or required to be used by contractor and/or Marina Wharf 2 Home Owners Association c/o SAGA International Owners Associations Management (as the case may be).

Note : In this contract, where the context so admits, words imparting the singular shall include the plural and vice versa

1.2            contractor PERSONNEL

1. contractor shall use trained, experienced and competent personnel for carrying out the services.
2. contractor shall at all times be responsible for omission of the personnel and maintaining discipline and good order on the site
3. contractor shall be allocated permanently in the Facility. Changes of Staff – two weeks training of replacement/reliever before scheduled pull out with advance notification to OAM

1.3            STAFF TRAINING

a.       The contractor shall provide adequate formal and on job training for their personnel, to ensure their full competence in the proper day to day operation of the systems and equipment under contract.

b.       The number of man days/hours for the training and development of employees are treated as paid and shall be notified in the timesheets

1.4            EMERGENCY PROCEDURE/CALL OUT

Marina Wharf 2 Home Owners Association c/o SAGA International Owners Associations Management shall supply FIXIS with the names of authorized staff members and their telephone numbers, who can intimate a call out.

        Similarly, contactor shall provide Marina Wharf 2 Owners Association c/o SAGA International Owners Associations Management with the names of its staff who will be in-charge of administering this contract and their telephone numbers, where they can be reached, during and after normal working conditions. Names and contact numbers in case of emergency will also be provided.

1.5            ASSIGNMENT

        Marina Wharf 2 Home Owners Association c/o SAGA International Owners Associations Management only may, at any time, assign or transfer any of its rights or obligations under this agreement to the Board of Marina Wharf 2 Towers or any company appointed by the Board or Interim Board of Marina Wharf 2 Towers upon reasonable notice to FIXIS. FIXIS may not assign, transfer or subcontract any of FIXIS rights or obligations under this Agreement to any third party without the prior written consent of the other party or as otherwise provided for in this Agreement.

1.6            CONFIDENTIALITY

        Each of the parties hereto shall keep secret all confidential know-how, data, trade secrets and other information communicated to it or any of its or their employees pursuant to or in connection with the performance of this contract and shall not disclose such know how, data, trade secrets or information to any person except its own employees who have the need to receive such information, for the performance of this contract.

1.7            FORCE MAJEURE

        Neither party hereto shall be liable for any loss, damage or delay arising solely by reason or any cause or causes beyond its reasonable control, including but not limited to acts of Government, strikes, lockouts, fire, explosion, theft, floods, riots, Civil commotion, war, malicious mischief or acts of God.

1.8            ENTIRE CONTRACT

        This contract when signed by both parties hereto shall constitute the entire contract between the parties hereto relating to the subject matter thereof, and all prior representations or agreements not incorporated herein are superseded.

1.9            NOTICE CLAUSE

Any notice under this contract shall be delivered to the part concerned by hand or sent to that party by registered post/courier/emailed or by telex to the address of such party as appearing herein or to such other address as the party concerned may have designated by notice in accordance with this clause. Any notice so sent shall be effective upon first receipt.

1.10           RECTIFICATION OF DEFICIENCIES OUTSTANDING FROM THE PREVIOUS CONTRACT

FIXIS shall upon receiving snags, undertakes to follow up, sign off and  all outstanding deficiencies related to the system/equipment/ as recorded in the inspection report issued for the  together with all deficiencies notified during previous maintenance periods, including the deficiencies that may be notified up till the starting date of this maintenance contract. All such works shall be deemed to be additional works and considered as a variation to this contract.

1.11         GOVERNING LAW & DISPUTE RESOLUTIONS

        The contract shall be governed and constructed in accordance with the federal laws of the United Arab Emirates and Local laws of Emirate of Dubai. The courts of UAE shall finally decide all disputes arising out of or in connection with this contract.

2.       Manpower

The manpower required for the facility shall be provided based on demand and requirement to meet the service levels.

MEP Supervisor, MEP Team

·         Fridays and Holidays: OFF / Emergency Attendance

·         6 Days a Week – Saturday to Thursday

·         During Ramadan, Staff shall work for 2 Hours less as per Ministry of Labor regulations.

·         Any additional hours or requirements shall be paid as per UAE Labor Law to Staff and the same shall be discussed mutually and agreed as and when required.

3.       Services

MEP Contractors to carry out the Property Maintenance Services, including routine/planned preventive maintenance to economically prolong useful life, maintain an attractive appearance and provide efficient functional performance of the systems and facilities.  These activities are to be in accordance with the recommendations and requirements of the manufacturers.

The maintenance schedule for each item of equipment and facility will be in accordance with the specific brand of equipment, the operating conditions of the facilities and plants.  It is understood that FIXIS is solely responsible for the planning, monitoring and operation to satisfy the required results.

Facilities Maintenance Services covers the following items subject to any limitation or terms and conditions contained in this Schedule.

·         Operation, Supervision of systems, equipment and functions;

·         Track and manage all machinery and spare part warranties and ensure that the appropriate exist at all times.

·         Provide a list of spare parts (reasonable inventory of essential spare parts) necessary to maintain the facilities.

In executing its obligations with respect to the Facilities Maintenance Services, FIXIS will be directly involved in the operation, supervision, service and maintenance activities relating to the covered systems, equipment or functions, while reserving the right to sub-contract certain services, including, in particular, those of a highly specialized nature.

In connection with the foregoing, the operation and supervision of a given system or equipment shall include all of the tasks required to ensure that contractor has control over the relevant systems and equipment.  More specifically, FIXIS shall be solely responsible for determining the resources to be implemented.  FIXIS will in particular be responsible for:

·         Starting up and shutting down installations.

·         Necessary adjustments and balancing. (All cost to be borne by Client.)

·         Metering and recording of equipment operating parameters.

·         Tests and day-to-day checks of the proper working order of equipment.

·         General oversight and supervisions of installations.

·         Develop and administer rules and code of conduct for the common parts (eg. Implement a no-smoking policy etc.)

·         Day-to-day inspections and rounds.

Contractor shall ensure that the following services by System or Function are fully operated, conducted and maintained.

Energy Management

• Following of the energy consumption.
• Verification of the energy bills.
• Operation of the equipment to have the best energetic performance.

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Air-conditioning System

·   Maintenance of HVAC system (excluding chillers)

·   Maintenance of control boxes

·   Maintenance of automated controls

Electrical System

·   Electricity supply and low voltage distribution network distribution boards.

·   Maintenance of grounding network

·   Maintenance of electrical boxes and cabinets

·   Maintenance of low voltage distribution board

·   Maintenance of safety emergency lighting units.

Plumbing and Sanitary System:

·   Maintenance of water heaters.

·   Maintenance of over pressure devices

·   Maintenance of sanitary equipment (taps, showers, washbasins, WC, Urinals)

·   Maintenance of drinking water fountains.

·   Venting systems for the pipe work

·   Rain water pipe network

Barriers

• Inspection and adjustments scheduled four (4) times per annum to keep the automation equipment in satisfactory working order.
• Trouble shooting of Gate Barrier
• Card reader status/ Remote receiver status to be check.
• Metal/ Loop Detector and spring action status to be check.
• Photocell pair status / movement of Arm to be check.
• Power source for the barrier to be check.

Generator

The maintenance services will have 1 major service and 3 minor services.

During each visit, Contractor’s service engineer will inspect the generator and carry out off load test for identifying the fault and to exercise the generator. This test shall be witnessed and signed by Client’s representative.

In addition, Contractor’s engineer will give advice and guidance to Client’s operators for the proper maintenance and efficient working of generator. Client will be required to maintain a logbook for noting down the detailed operations of the generator.

All the consumable spares like Oil filter, Diesel filter, Air filter, Engine oil, Radiator coolant, and the cleaning agents are to be provided by Contractor during the visits. Filters, Oil and Coolant will be changed every 250 hours or once in year. Any non-consumable spares required to be replaced or need repairing, the same will be done against the Local Purchase Order and it would be invoiced to Client.

Scope of Work:

1          General Visual Inspection

2          Check Machine Cleanliness

3          Check for Leakages

4          Check Battery Charger

5          Check Radiator

6          Check and Top Up Coolant

7          Check Coolant Temperature

8          Check Oil Pressure

9          Check Engine Oil

10       Check Air Filter

11       Clean Air Filter

12       Change Air Filter Element

13       Check Belts

14       Check Belt Tension

15       Adjust Belt Tension

16       Check Controller

17       Check ATS Panel

18       Check Gauges and Indicators

19       Check Frequency

20       Check Voltage

21       Check RPM

22       Check Battery Water

23       Top Up Battery Water

24       Check for any irregular sound

25       Check Exhaust System

26       Check cables and hoses

27       Check Emergency Operations

28       Check Anti Vibration Mounts

29       Lubricate Necessary Points

30       Check Engine / Alternator Manual Mode

31       Check Engine / Alternator On Load

32       Check Controller in Auto Mode

33       Check ATS Panel in Auto Mode

34       Check Main Incomer Breaker for ATS

35       Check Cooling Down Time after Load

3.2     Chiller Maintenance

h)         Compressor Oil Analysis & Reporting                                                                                                      -1/year

i)            Predictive: Replace starter coolant (Glycol Inhibitor) – If Required                                                -Labor Only

j)           Spare Parts/ Consumables - Service Required Consumables (Including Dehydrator Cores)     - included

k)          On-site Equipment Operation Training by OEM                                                                                    -1/year 

Exclusion:

• Additional Weekly/Monthly Condenser Cleaning - By Client
• Refrigerant Recovery System to be provided by client at site (Water-Cooled Chillers)
• Leak Detecting System to be provided by client at site (Water-Cooled Chillers)
• Water balancing and Treatment to be handled by client at site
• FIXIS will not be in any way responsible for maintaining, supervising or monitoring the water quality and will not be held liable for any consequential damage/loss related to it

Pool Cleaning

4.       Time response/Emergency Call out

Time response is the time that MEP Contractor to commit to have its employees on Site working to resolve the requests and complaints from the owners and users of the site.

1.       Emergency -  Required to remedy situations that are potentially life threatening and/or will seriously affect fabric and operation, prevent potential injury and/or to avoid disruption and property damage

Examples which constitute an emergency response include

a.          Flooding

b.          Entrapment

c.          Unrest and criminal activity

d.          Fire alarm

e.          Security threats and alarm

f.           Accidents

g.          Window breakage

2.                Require ensuring that the functionality, appearance and/or general condition of the building or plant is maintained, address situations that require investigation and/or quotation, or that are subject to lead times for materials, etc.

5.       Spare parts & Consumables

If conditions warrant, subject to OAM approval, repair or replace at cost plus 10%, all defective/non-maintainable parts of the equipment and parts that need replacement resulting from fair wear and tear or default. New parts fitted shall become the property of Marina Wharf 2 Residential Tower.

Annexure-A – Scope of Work

shall, during the contract period:

As per the conditions of this contract, will carry out the Operation, Administrative and/or technical management of the, its relevant systems and equipment at the site.

Defects Liability Period (DLP) for one year applies currently for this Facility.  FIXIS will manage the MEP Specialized Service Works until the end of DLP period.

shall perform all of the functions and provide all of the resources to deliver the services needed, to ensure the Site operates as a high class residential tower. The staff shall be appropriately qualified and competent to conduct and carry out the tasks for which they are employed.

The Operation and supervision of a given system or equipment shall include all of the tasks required to be performed to ensure that the FIXIS maintains responsibility for and control over the relevant systems and equipment. FIXIS responsibilities will include but not limited to:

·         Guaranteeing the comfort and safety of the users by providing excellent services related to our scope of work.

·         Will carry out snagging of all equipment’s/systems with the help of FIXIS and ensure that the handover is done properly during the implementation phase.

·         Co-ordination & Meetings with Association.

·         Frequency of meeting as further agreed with the OAM

·         Implementation of OAM policy & procedures.

·         Making inspections and rounds.

·         Facilitation of the periodical certification/testing of equipment or system required by the laws in the territory

·         Maintaining the systems so as to not disrupt the normal operation of the site.

·         Minimizing equipment downtime and achieving agreed levels of system availability by market standards

·         Ensuring that the equipment and systems comply with and are operated in accordance with all relevant safety requirements.

·         Handling emergency/crisis management and conducting awareness programs for residents as required in association with the OAM

·         FIXIS shall seek permission from the OAM prior to undertaking any works inside units, that may effect the common area infrastructure or equipment.

Annexure-B – Additional Services

Additional Services (i.e. services not falling within the scope of the services) shall only be effected upon receipt of a written request from Marina Wharf 2 Home Owners Association c/o SAGA International Owners Associations Management to FIXIS to provide the relevant additional services, it being further understood that Marina Wharf 2 Home Owners Association c/o SAGA International Owners Associations Management shall have full discretion in determining whether or not an additional service is required.

Subject to the provisions of this contract, Client shall pay the FIXIS costs related to additional services as may be agreed.

Notwithstanding the foregoing, in the event of an emergency and in accordance with FIXIS’ general obligations of cooperation with Marina Wharf 2 Home Owners Association c/o SAGA International Owners Associations Management in the event of emergencies, the FIXIS may perform additional services regardless of their amount where such additional services must be performed immediately in order to (I) avoid endangering the life or health of persons, (ii) ensure compliance with the applicable laws (provided that any existing or potential noncompliance results from an emergency situation and not due to prior lack of action or omission on the part of the company) or (iii)avoid destruction or damage of property where the risk of damage or destruction is of a value manifestly in excess of the charges related to the relevant additional services provided that for such emergencies the FIXIS is not a cause.